AMENDMENT NO. 2 to AMENDED AND RESTATED GUARANTEE AGREEMENT

Exhibit 10.36

AMENDMENT NO. 2

Dated as of October 31, 2008

to

AMENDED AND RESTATED GUARANTEE AGREEMENT

Dated as of August 23, 2007

           THIS AMENDMENT NO. 2 (“ Amendment ”) is made as of October 31, 2008 by and among Photronics, Inc. (the “ Guarantor ”) and JPMorgan Chase Bank (China) Company Limited, Shanghai Branch, as Administrative Agent (for and on behalf of itself and the Majority Lenders under the Restated Credit Agreement) (the “ Administrative Agent ”), under that certain Amended and Restated Guarantee Agreement dated as of August 23, 2007 by and among the Guarantor and the Administrative Agent (for and on behalf of itself and the other Finance Parties from time to time party to the Restated Credit Agreement) (as amended by that certain Amendment No. 1 thereto, dated as of April 25, 2008, and as may be further amended, supplemented or otherwise modified from time to time, the “ Guarantee Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Guarantee Agreement.

           WHEREAS, the Guarantor has requested that the Administrative Agent and the Majority Lenders agree to certain amendments to the Guarantee Agreement;

           WHEREAS, the Guarantor and the Administrative Agent and the Majority Lenders have agreed to such amendments on the terms and conditions set forth herein;

           NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor and the Administrative Agent (for and on behalf of itself and the Majority Lenders under the Restated Credit Agreement) have agreed to enter into this Amendment.

           1. Amendments to Guarantee Agreement . Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the Guarantee Agreement is hereby amended as follows:

           (a) Clause (a) of Section 7.11 of the Guarantee Agreement is amended and restated in its entirety as follows:

           (a) Maximum Senior Leverage Ratio . The Guarantor will not permit the ratio (the “ Senior Leverage Ratio ”), determined as of the end of each of its fiscal quarters set forth below, of (i) Consolidated Senior Indebtedness to (ii) Consolidated EBITDA for the period of 4 consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Guarantor and its Subsidiaries on a consolidated basis, to be greater than the ratio set forth opposite such fiscal quarter: