This Intercreditor Agreement (herein, the "Agreement") is entered into as of October 7, 2003, among Harris
Trust and Savings Bank, individually ("HTSB") and as administrative agent (the "Bank Agent") for the U.S.
Lenders (as hereinafter defined), the U.S. Lenders, each of whose address is set forth under its signature hereon,
and Australia and New Zealand Banking Group Limited ABN 11 005 357 522 (the "Australian Lender"), and in
its capacity as the appointed agent of debenture holders under the Debenture Trust Deed (as hereinafter defined)
and as "Agent" under the Syndicated Facility Agreement (in each such capacity, "Australian Agent"), and ANZ
Capel Court Limited ABN 30 004 768 807 in its capacity as "Trustee" under the Debenture Trust Deed and in
its capacity as "Security Trustee" under the Security Trust Deed (as hereinafter defined) (in each such capacity,
"Australian Trustee") (the U.S. Lenders and the Australian Lender being referred to herein collectively as the
"Lenders" and individually as a "Lender") pertaining to the financing of Penford Corporation (the "U.S.
Borrower"), Penford Holdings Pty. Ltd ("Penford Holdings") and Penford Australia Limited ("Penford Australia"
and, together with Penford Holdings, individually an "Australian Borrower" and collectively the "Australian
Borrowers" and, together with the U.S. Borrower and the Australian Borrowers, individually a "Borrower" and
collectively the "Borrowers").
A. The U.S. Borrower is a party to that certain Credit Agreement dated as of October 7, 2003, as the same may
from time to time be amended, supplemented, restated and otherwise modified (as so amended, supplemented,
restated and otherwise modified, the "U.S. Credit Agreement"), among the U.S. Borrower, the from time to time
guarantors parties thereto (the "U.S. Guarantors"), the lenders who may from time to time be parties thereto
(individually a "U.S. Lender" and collectively the "U.S. Lenders"), and H