PHOTRONICS INC — Capital/Financing Update 2010

May 13, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________

FORM 8-K

CURRENT REPORT Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934

Date of report (Date of earliest event reported) May 7, 2010

PHOTRONICS, INC.
(Exact name of registrant as specified in its
charter)

Connecticut	0-15451	06-0854886
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification
Number)

15 Secor Road, Brookfield, CT	06804
(Address of Principal Executive
Offices)	(Zip Code)

Registrant's Telephone Number, including area code (203) 775-9000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| o | Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| o | Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |

| Item
1.02 |
| --- |
| On May 7, 2010, the
Company entered into Amendment No. 1 to the Amended and Restated Credit
Agreement by and among Photronics, Inc., the Foreign Subsidiary Borrowers
from time to time parties thereto, the institutions from time to time
parties thereto as Lenders and JPMorgan Chase Bank, N.A. in its capacity
as Administrative Agent for itself and the other lenders and as Collateral
Agent and RBS Citizens, National Association as Syndication Agent (the
“Credit Agreement”). Amendment No. 1 expands the facility to $65 million
from $50 million. In addition to JPMorgan Chase Bank, N.A. and RBS
Citizens, National Association; TD Bank, N.A. has now joined the
facility. |

Item 9.01 Financial Statements and Exhibits

(d) Exhibits 99.1 Amendment No. 1 to the Amended and Restated Credit Agreement dated as of May 7, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHOTRONICS, INC.
(Registrant)

DATE:
Richelle E. Burr
Vice President, General
Counsel
PHOTRONICS, INC.