AMENDED AND RESTATED GUARANTEE AGREEMENT

pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations;

deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII of the U.S. Facility Agreement; and

easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Guarantor or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien securing Indebtedness.

direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

investments in commercial paper maturing within one year from the date of acquisition thereof and having, at such date of acquisition, the credit rating of A1 from S&P or P1 from Moody's;

investments in certificates of deposit, banker's acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

investments in taxable or tax exempt obligations of any state of the United States of America or any municipality thereof maturing within three years of the date of acquisition thereof and which is rated "A1" or higher by Moody's or "AA" or higher by S&P;

investments in auction rate securities maturing within one year of the date of acquisition thereof and which is rated "Aa3" or higher by Moody's or "AA-" or higher by S&P;

investments in fixed income securities maturing within one year of the date of acquisition thereof and which are rated "A" or higher by Moody's or S&P;

to the extent the aggregate amount of such investments does not exceed 10% of Permitted Investments, investments in fixed income securities maturing within two years of the date of acquisition thereof and which are rated between "BBB-" and "BBB+" by S&P;

investments in money market mutual funds having assets in excess of $1,000,000,000 whose sole investments are securities described in clauses (a) through (i) above; and

in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (a) through (i) or other high quality short term investments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership or other entity.

PKL means PKL, Ltd., a Korean corporation.

Plan means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

Pledge Agreements means that certain Pledge Agreement substantially in the form of Exhibit H to the U.S. Facility Agreement (including any and all supplements thereto) and executed by the relevant Loan Parties, and, in the case of any pledge of Equity Interests of a Foreign Subsidiary, any other pledge agreements, share mortgages, charges and comparable instruments and documents from time to time executed pursuant to the terms of Clause 6.10 (Pledge Agreements) in favor of the Collateral Agent for the benefit of the Holders of Secured Obligations as amended, restated, supplemented or otherwise modified from time to time.

Pro Forma Basis means on a basis in accordance with GAAP and the Regulation S-X and otherwise reasonably satisfactory to the Administrative Agent.

PSMC means Photronics Semiconductor Mask Corporation, a Republic of China corporation.

Related Parties means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

S&P means Standard & Poor's.

SAFE means the State Administration of Foreign Exchange of the People's Republic of China.

Sale and Leaseback Transaction means any sale or other transfer of property by any Person with the intent to lease such property as lessee.

Senior Leverage Ratio has the meaning assigned to such term in Clause 7.11(a).

Significant Subsidiary of a person means any Subsidiary of such person which, at the date of determination, is a "Significant Subsidiary" of such person as such term is defined in Regulation S-X under the United States Securities Exchange Act of 1934.

Subordinated Indebtedness of the Guarantor or any Subsidiary means the Indebtedness under the Convertible Subordinated Notes outstanding on the Effective Date and any other Indebtedness of such Person the payment of which is subordinated to payment of the obligations under the documents and instruments executed and delivered in connection with the U.S. Facility to the written satisfaction of, and the terms and conditions of which are otherwise satisfactory to, the Administrative Agent.

subsidiary means, with respect to any Person (the " parent ") at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent

Subsidiary means any subsidiary of the Guarantor.

Subsidiary Guarantor means a Subsidiary Guarantor as defined in and under the U.S. Facility Agreement.

Swap Agreement means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Guarantor or the Subsidiaries shall be a Swap Agreement.

Taxes means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

Total Leverage Ratio has the meaning assigned to such term in Clause 7.11(b).

U.S. Facility means the credit facility provided to the Guarantor and certain of its subsidiaries or affiliates pursuant to the U.S. Facility Agreement.

U.S. Facility Agreement means the credit agreement dated as of June 6, 2007 by and among the Guarantor, the other borrowers and guarantors party thereto, J.P. Morgan Securities Inc., as sole bookrunner and sole lead arranger, JPMorgan Chase Bank, National Association, as the administrative agent and collateral agent, and the lenders party thereto.

U.S. Facility Secured Parties means the holders of the Obligations (as defined in the U.S. Facility Agreement) from time to time and shall include their respective successors and (in the case of a Lender as defined in and under the U.S. Facility, permitted) transferees and assigns.

Withdrawal Liability means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Capitalized terms defined in the Restated Credit Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement.

The provisions of clause 1.2 (Construction) of the Restated Credit Agreement apply to this Agreement as though they were set out in full in this Agreement, except that references to the Restated Credit Agreement are to be construed as references to this Agreement.

Includes and including are not limiting; or is not exclusive; and all includes any and any includes all .

The term law includes any law, statute, regulation, regulatory requirement, rule, ordinance, ruling, decision, treaty, directive, order, guideline, regulation, policy, writ, judgment, injunction or request of any court or other governmental, inter-governmental or supranational body, officer or official, fiscal or monetary authority, or other ministry or public entity (and their interpretation, administration and application), whether or not having the force of law. A reference to a law is a reference to that law as amended or re-enacted and to any successor law.

A person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organization or other entity whether or not having separate legal personality;

A reference to an agreement (including the Restated Credit Agreement) is a reference to that agreement as amended, supplemented, restated or novated.

Clause headings used in this Agreement are for convenience only, and shall not be used in construing this Agreement.

The Guarantor irrevocably and unconditionally:

guarantees to each Finance Party punctual payment and performance by the Company of all its obligations under the Finance Documents;

undertakes with each Finance Party that, whenever the Company does not pay any amount when due under or in connection with any Finance Document, it must immediately on written demand by the Administrative Agent pay that amount as if the Guarantor were expressed to be the principal obligor; and

indemnifies each Finance Party immediately on written demand against any loss or liability suffered by such Finance Party if any obligation guaranteed by the Guarantor under this Clause 2 is or becomes unenforceable, invalid or illegal; and the amount of the loss or liability under this indemnity with respect to a Finance Party will be equal to the amount such Finance Party would otherwise have been entitled to recover.

The obligations guaranteed by the Guarantor under this Clause and the losses and liabilities against which the Guarantor indemnifies the Finance Parties under this Clause are referred to, collectively, as the Guaranteed Obligations and, in each case, include all amounts that would become due but for the operation of the automatic stay under section 362(a) of the United States Bankruptcy Code of 1978.

Payment by the Guarantor of any Guaranteed Obligations shall be made to the Administrative Agent within five (5) Business Days after delivery by the Administrative Agent to the Guarantor of a written demand for payment of such Guaranteed Obligation; provided that a failure of the Administrative Agent to deliver such written demand shall not relieve the Guarantor of any of its obligations or liabilities to pay the Guaranteed Obligations under this Agreement; and provided further, however, that a failure of the Company to punctually pay and perform its obligations under the Finance Documents shall not be a default by the Guarantee under this Agreement unless and until a written demand is made on the Guarantor and the Guarantor shall have thereafter failed to pay the demanded amount within the aforesaid five (5) Business Days in accordance with this Agreement. The Finance Parties may apply the amount so collected against and in reduction or settlement of any of the Guaranteed Obligations.

The guarantee under this Agreement is a continuing guarantee and will remain in full force and effect until the irrevocable and indefeasible payment in full of the ultimate balance of the Guaranteed Obligations (including all sums payable by the Company under the Finance Documents), regardless of any intermediate payment or discharge in whole or in part.

If, at any time for any reason (including the bankruptcy, insolvency, receivership, reorganization, dissolution or liquidation of the Guarantor or the Company or the appointment of any receiver, intervenor or conservator of, or agent or similar official for, the Guarantor or the Company or any of their respective properties), any payment received by any Finance Party in respect of the Guaranteed Obligations is rescinded or avoided or must otherwise be restored or returned by such Finance Party, this Clause will continue to be effective or will be reinstated, if necessary, as if that payment had not been made.

Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

The Guarantor's obligations under this Agreement are independent of any obligation of the Company or any other person, and a separate action or actions may be brought and prosecuted against the Guarantor under this Agreement whether or not any action is brought or prosecuted against the Company or any other person and whether or not the Company or any other person is

joined in any action under this Agreement. This is a guarantee of payment and not merely of collection.

The obligations of the Guarantor under this Agreement will not be affected by, and the Guarantor irrevocably waives any defense it might have by virtue of, any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Agreement (whether or not known to it or any Finance Party), including:

any time, forbearance, extension or waiver granted to, or composition or compromise with, the Company or any other person;

any release of any person under the terms of any composition or arrangement;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Company or any other person;

any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security;

any disability, incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Company or any other person;

any amendment or variation (however fundamental) or restatement, replacement or novation of a Finance Document or any other document, guarantee or security so that references to that Finance Document in this Agreement shall include each amendment, variation, restatement, replacement and novation;

any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document, guarantee or security, with the intent that the Guarantor's obligations under this Agreement shall remain in full force and be construed accordingly, as if there were no unenforceability, illegality, invalidity or non-provability;

any avoidance, postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Obligor under a Finance Document resulting from any bankruptcy, insolvency, receivership, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation will for the purposes of the Guarantor's obligations under this Agreement be construed as if there were no such circumstance; or

the acceptance or taking of other guarantees or security for the Guaranteed Obligations, or the settlement, release or substitution of any guarantee or security or of any endorser, guarantor or other obligor in respect of the Guaranteed Obligations.

The Guarantor unconditionally and irrevocably waives:

diligence, presentment, demand for performance, notice of nonperformance, protest, notice of protest, notice of dishonor, notice of the creation or incurring of new or additional indebtedness of the Company to any Finance Party, notice of acceptance of this Agreement and notices of any other kind whatsoever;

the filing of any claim with any court in the event of a receivership, insolvency or bankruptcy;

the benefit of any statute of limitations affecting any Obligor's obligations under the Finance Documents or the Guarantor's obligations under this Agreement or the enforcement of this Agreement; and

any offset or counterclaim or other right, defense, or claim based on, or in the nature of, any obligation now or later owed to the Guarantor by any of the Finance Parties.

The Guarantor irrevocably and unconditionally authorizes the Finance Parties to take any action in respect of the Guaranteed Obligations or any collateral or guarantees securing them or any other action that might otherwise be deemed a legal or equitable discharge of a surety, without notice to or the consent of the Guarantor and irrespective of any change in the financial condition of the Guarantor or the Company.

The Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or other guarantee or claim payment from the Company or any other person before claiming from the Guarantor under this Agreement.

Without limiting the generality of the foregoing, if an Event of Default occurs under the Restated Credit Agreement, simultaneously therewith a default under this Agreement shall have occurred, entitling the Administrative Agent, by written notice to the Guarantor, to declare that all or part of any amounts outstanding under the Finance Documents is immediately due and payable; and such declaration shall be effective as against the Guarantor for all purposes of this Agreement (including Clause 2.1) whether or not the Administrative Agent has made a similar declaration to the Company under the Restated Credit Agreement, and regardless of whether or not the Administrative Agent is permitted (by any applicable law, legal process, bankruptcy, insolvency or similar proceeding, or otherwise) to declare such amount to be due and payable by the Company pursuant to the Restated Credit Agreement. The Guarantor agrees that the provisions of Clause 17 (Default) of the Restated Credit Agreement are incorporated by reference in this Agreement and made a part of this Agreement as if expressly set forth herein (and accordingly for purposes of this Agreement such provisions shall be construed in accordance with the laws of the State of New York).

Until all amounts which may be or become payable by the Company under or in connection with the Finance Documents have been irrevocably and indefeasibly paid in full, each Finance Party (or any trustee or agent on its behalf) may without affecting the liability of the Guarantor under this Agreement:

refrain from applying or enforcing any other moneys, security, guarantees or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts; or

apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

hold in a suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this Agreement, without liability to pay interest on those moneys.

all amounts which may be or become payable by the Company under or in connection with the Finance Documents have been irrevocably and indefeasibly paid in full; or

the Administrative Agent otherwise directs,

the Guarantor will not, after a claim has been made or by virtue of any payment or performance by it under this Agreement:

be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf);

be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Guarantor's liability under this Agreement;

claim, rank, prove or vote as a creditor of the Company or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or

receive, claim or have the benefit of any payment, distribution or security from or on account of the Company, or exercise any right of set-off as against the Company.

The Guarantor must hold in trust for and immediately pay or transfer to the Administrative Agent (or as directed by the Administrative Agent) for the account of the Finance Parties any payment or distribution or benefit of security received by it contrary to this Agreement or contrary to any directions given by the Administrative Agent under this Agreement.

This Agreement is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

The Guarantor understands that the exercise by the Administrative Agent and the other Finance Parties of certain rights and remedies contained in the Finance Documents may affect or eliminate the Guarantor's right of subrogation and reimbursement against the Company and that the

Guarantor may therefore incur a partially or totally non-reimbursable liability under this Agreement. The Guarantor expressly authorizes the Administrative Agent and the other Finance Parties to pursue their respective rights and remedies with respect to the Guaranteed Obligations in any order or fashion they deem appropriate, in their respective sole and absolute discretion, and waives any defense arising out of the absence, impairment, or loss of any or all rights of recourse, reimbursement, contribution, exoneration or subrogation or any other rights or remedies of the Guarantor against the Company, any other person or any security, whether resulting from any election of rights or remedies by the Administrative Agent or any of the other Finance Parties or otherwise.

In this Subclause, fraudulent transfer law means any applicable United States bankruptcy and State fraudulent transfer and conveyance statute and any related case law.

it will receive valuable direct or indirect benefits as a result of the transactions financed by the Finance Documents;

those benefits will constitute reasonably equivalent value and fair consideration for the purpose of any fraudulent transfer law; and

each of the Finance Parties has acted in good faith in connection with the guarantee given by the Guarantor and the transactions contemplated by the Finance Documents.

Each of the Finance Parties agrees that the Guarantor's liability under this Agreement is limited so that no obligation of, or transfer by, the Guarantor under this Agreement is subject to avoidance and turnover under any fraudulent transfer law.

The Guarant