FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Second Amended and Restated Credit Agreement (herein, the “Amendment” ) is
entered into as of July 9, 2008, by and among PENFORD CORPORATION, a Washington corporation (the
“Borrower” ), the direct and indirect Subsidiaries of the Borrower from time to time party to the Credit
Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders,
and HARRIS N.A., as Administrative Agent as provided herein.
A. The Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain
Second Amended and Restated Credit Agreement dated as of October 5, 2006, (the “Credit Agreement” ).
All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the
B. The Borrower and the Lenders have agreed to make certain amendments to the Credit Agreement, in each
case under the terms and conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement shall
be and hereby is amended as follows:
1.1. The definition of the term “EBITDA” appearing in Section 5.1 of the Credit Agreement shall be
amended to read as follows:
“EBITDA” means, with reference to any period, Net Income for such period plus the sum of all amounts
deducted in arriving at such Net Income amount in respect of (a) Interest Expense for such period, (b) federal,
state, and local income taxes for such period, (c) depreciation of fixed assets and amortization of intangible
assets for such period, plus ( minus ) any non-cash losses (gains) but o