SECOND AMENDMENT TO
CREDIT AGREEMENT AND WAIVER
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment and
Waiver"), dated as of November 28, 1997, is entered into by and among PENFORD CORPORATION,
formerly known as Penwest, Ltd. ("Penwest"), PENFORD PRODUCTS CO. ("Penford") and PENWEST
PHARMACEUTICALS CO., formerly known as Edward Mendell Co., Inc. ("Penwest Pharmaceuticals") (each
a "Borrower" and together the "Borrowers"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as agent for itself and the Banks (in such capacity, the "Agent"), and the several financial
institutions party to the Credit Agreement (collectively, the "Banks").
A. The Borrowers, the Banks, and the Agent are parties to a Credit Agreement dated as of December 22, 1995,
as amended by a First Amendment to Credit Agreement dated as of May 7, 1997 (as so amended, the "Credit
Agreement"), pursuant to which the Agent and the Banks have extended a revolving credit facility to the
B. The Borrowers have requested that the Banks amend and/or waive certain provisions of the Credit Agreement
in order to permit Penwest to spin-off to the public its pharmaceuticals business, which is presently carried on
principally in Penwest Pharmaceuticals.
C. The Banks are willing to so amend and/or waive certain provisions of the Credit Agreement, subject to the
terms and conditions of this Amendment and Waiver.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any,
assigned to them in the Credit Agreement.
2. Amendments to Credit Agreement.
(a) The Preamble to the Credit Agreement is hereby amended to reflect the change in name of Penwest, Ltd. to
"Penford Corporation" and Edward Mendell Co., Inc. to "Penwest Pharmaceuticals Co."
(b) The Preamble to the Credit Agreement