PHOTRONICS INC — Capital/Financing Update 2010

Feb 16, 2010

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

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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) February 12, 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 February 12,
2010, the Company entered into an 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”). The Credit Agreement was originally entered into on June 6,
2007 and was previously amended on April 25, 2008, October 31, 2008,
December 3, 2008 and December 12, 2008, May 15, 2009, June 8, 2009,
September 2, 2009 and October 26, 2009. The Credit Agreement is a three year revolving
credit facility in the amount of $50 million with an expansion capability
up to $65 million. The Credit Agreement provides for reduced interest
rates and covenant amendments collectively to the benefit of the
Company. The interest rates were reduced by (i) the elimination of PIK and
(ii) lowering the interest rate spread. The covenants were amended by (i)
deleting the Maximum Senior Leverage Ratio and (ii) the Minimum EBITDA
requirement as well as by amending (i) the Total Leverage Ratio, (ii) the
Minimum Fixed Charge Coverage Ratio, and the (iii) Maximum Capital
Expenditures covenant collectively to the benefit of the Company.
Each of the above referenced covenants is defined in the Credit Agreement.
The Credit Agreement also provides that the Commitments will be
collateralized and guaranteed by certain U.S. assets and the Company
entered into an Amended Security Agreement, Amended Pledge Agreements and
will enter into Amended
Mortgages. |

| Item 9.01 . | | Financial Statements and
Exhibits |
| --- | --- | --- |
| (d) | Exhibits | |
| | 99.1 | Amended and
Restated Credit Agreement dated as of February 12,
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.