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Exhibit 10.1 [CONFORMED COPY] Penford Corporation, Penford Australia Limited andPenford Holdings Pty. Limited First Amendment to Credit Agreement This First Amendment to Credit Agreement (herein, the Amendment) is entered into as of
November 26, 2004, by and among Penford Corporation, a Washington corporation (PenCorp
or the U.S. Borrower) and Penford Australia Limited ACN 003 780 229andPenford
Holdings Pty. Limited ACN 094 279 339(Penford Holdingsand, together with Penford Australia
Limited, individually, an Australian Borrowerand collectively the Australian Borrowers,the
Australian Borrowers and together with the U.S. Borrower, collectively, the Borrowers,and,
individually, a Borrower), the direct and indirect Subsidiaries of the Borrowers from time to
time party to this Agreement, as Guarantors, the several financial institutions from time to time
party to this Agreement, as U.S. Lenders, Australia and New Zealand Banking Group Limited ABN 11
005 357 522, as Australian Lender, and in its capacity as the appointed agent of debenture holders
under the Debenture Trust Deed and as Agent under the Syndicated Facility Agreement (in each such
capacity, Australian Agent), ANZ Capel Court LimitedABN 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 (in each such capacity, Australian Trustee) and Harris Trust and Savings
Bank as Administrative Agent as provided herein. Preliminary Statements A. The Borrowers, the Guarantors, the Lenders, the Australian Agent, the Australian Trustee
and the Administrative Agent are parties to that certain Credit Agreement dated as of October 7,
2003 (the Credit Agreement). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement. B. The Company and the Lenders have agreed to amend the Total Funded Debt Ratio and 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:




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[CONFORMED COPY] 1.1. The definition of the term EBITDAappearing in Section 4.1 of the Credit Agreement
shall be amended to read as follows: EBITDAmeans, with reference to any period, Net Income for such period plusthe 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, and (c)
depreciation of fixed assets and amortization of intangible assets for such period, plus
(minus) any non-cash losses (gains) but only to the extent such losses (gains) have not
become a cash loss (or gain), pluscosts related to the labor strike at the U.S. Borrowers
plant located in Cedar Rapids, Iowa, in an amount not to exceed $4,300,000 during the fiscal
quarter ending August 31, 2004, and $4,100,000 for the fiscal quarter ending November 30,
2004. 1.2. Section 7.22(a) of the Credit Agreement shall be amended to read as follows: (a) Total Funded Debt Ratio.The Borrowers shall not, as of the last day of each
fiscal quarter of the Borrowers ending during the periods specified below, permit the ratio
of (a) Total Funded Debt to (b) EBITDA for the four calendar fiscal quarters of the
Borrowers then ended (the Total Funded Debt Ratio) to be more than: Total FundedDebt Ratio Shall NotFrom and including
    
    To and including
    
    be More Than:the date hereof
    
    May 31, 2004
    
    3.25 to 1.0August 31, 2004
    
    August 31, 2004
    
    3.00 to 1.0November 30, 2004
    
    February 28, 2005
    
    3.50 to 1May 31, 2005
    
    May 31, 2005
    
    3.25 to 1August 31, 2005
    
    At all times thereafter
    
    3.00 to 1.0
 1.3. Section 7.22(d) of the Credit Agreement shall be amended to read as follows: (d) Capital Expenditures. The Borrowers shall not, nor shall they permit any of their
Subsidiaries to, incur Capital Expenditures (but excluding Capital Expenditures made with
the Net Cash Proceeds of any Event of Loss as permitted by Section 2.2(b)(i) hereof and
Capital Expenditures made with the proceeds of grants from governmental entities) in an
amount in excess of $15,000,000 (or the Australian Dollar Equivalent or NZ Dollar
Equivalent) in the aggregate during the Borrowers fiscal year ending August 31, 2005, and
$20,000,000 (or the Australian Dollar Equivalent or NZ Dollar Equivalent) in the aggregate
during the Borrowers fiscal year ending August 31, 2006; provided, however,for any fiscal
year when Total Senior Funded Debt/EBITDA Ratio is less than 2.0 to 1.0 for each fiscal
quarter of such fiscal year, Capital Expenditures for such year shall not exceed $25,000,000
(or the Australian Dollar Equivalent or NZ Dollar Equivalent) for such fiscal year. 1.4. The Lenders hereby authorize the Administrative Agent to execute and deliver to the
Borrowers on its own behalf and on behalf of the Lenders (a) a First Amendment to Security
Agreement substantially in the form attached hereto as Exhibit A, (b) a Patent Collateral -2-




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[CONFORMED COPY] Agreement substantially in the form attached hereto as Exhibit B, and (c) a Patent Collateral
Agreement substantially in the form attached hereto as Exhibit C. Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following
conditions precedent: 2.1. The Borrowers, the Guarantors, the Australian Agent, the Australian Trustee, the
Administrative Agent and the Lenders shall have executed and delivered this Amendment. 2.2. Each of the representations and warranties set forth in Section 5 of the Credit
Agreement shall be true and correct in all material respects, except that the
representations and warranties made under Section 5.5 shall be deemed to refer to the most
recent financial statements of the Borrowers delivered to the Lenders. 2.3. Upon giving effect to this Amendment, (a) the Borrowers shall be in full
compliance with all of the terms and conditions of the Loan Documents and (b) no Default or
Event of Default shall have occurred and be continuing thereunder or shall result after
giving effect to this Amendment. 2.4. The Borrowers shall have paid to the Administrative Agent for the account of the
Lenders an amendment fee in an amount equal to one-eighth of one percent (0.125%) of the
aggregate amount of all revolving credit commitments and term loans outstanding under the
Credit Agreement and the Australian Credit Agreements. Section 3. Representations. In order to induce the Lenders to execute and deliver this Amendment, the Borrowers hereby
represents to the Lenders that as of the date hereof, and after giving effect to the amendments
called for hereby, the representations and warranties set forth in Section 5 of the Credit
Agreement are and shall be and remain true and correct in all material respects (except that for
purposes of this paragraph the representations contained in Section 5.5 shall be deemed to refer to
the most recent financial statements of the Borrowers delivered to the Lenders) and after giving
effect to this Amendment (a) the Borrowers are in compliance with all of the terms and conditions
of the Loan Documents and (b) no Default or Event of Default exists under the Credit Agreement or
shall result after giving effect to this Amendment. Section 4. Miscellaneous. 4.1. The Borrowers and the Guarantors heretofore executed and delivered to the Agent and the
Lenders the Collateral Documents to which it is a party. Each of the Borrowers and the Guarantors
hereby acknowledges and agrees that the Liens created and provided for by the Collateral Documents
to which it is a party continue to secure, among other things, the indebtedness, obligations and
liabilities described therein; and the Collateral Documents to -3-




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[CONFORMED COPY] which it is a party and the rights and remedies of the Agents and the Lenders thereunder, the
obligations of the Borrowers and the Guarantors thereunder, and the Liens created and provided for
thereunder remain in full force and effect and shall not be affected, impaired or discharged
hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens
created and provided for by the Collateral Documents to which it is a party as to the indebtedness,
obligations and liabilities which would be secured thereby prior to giving effect to this
Amendment. 4.2. Except as specifically amended herein or waived hereby, the Credit Agreement shall
continue in full force and effect in accordance with its original terms. Reference to this
specific Amendment need not be made in the Credit Agreement, the other Loan Documents, or any other
instrument or document executed in connection therewith, or in any certificate, letter or
communication issued or made pursuant to or with respect to the Credit Agreement, any reference in
any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as
amended hereby. 4.3. This Amendment may be executed in any number of counterparts, and by the different
parties on different counterpart signature pages, all of which taken together shall constitute one
and the same agreement. Any of the parties hereto may execute this Amendment by signing any such
counterpart and each of such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois. 4.4. The Borrowers jointly and severally agree to pay all reasonable out-of-pocket costs and
expenses incurred by the Administrative Agent in connection with the credit facilities and the
preparation, execution and delivery of this Amendment, and the documents and transactions
contemplated hereby, including the reasonable fees and expenses of counsel for the Administrative
Agent with respect to the foregoing. [Remainder of Page Intentionally Left Blank] -4-




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[CONFORMED COPY] This First Amendment to Credit Agreement is entered into as of the date and year first above
written. U.S. BorrowerPenford CorporationBy:
    /s/ Steven O. CordierName:
    Steven O. CordierTitle:
    Sr. VP, CFO, Secretary Australian BorrowersPenford Australia LimitedBy:
    /s/ Steven O. CordierName:
    Steven O. CordierTitle:
    Sr. VP, CFO, Secretary, Director Penford Holdings Pty. LimitedBy:
    /s/ Steven O. CordierName:
    Steven O. CordierTitle:
    Director GuarantorsPenford Products Co.By:
    /s/ Steven O. CordierName:
    Steven O. CordierTitle:
    Sr. VP, CFO, Secretary Penford Corporation
Signature Page to First Amendment
to Credit Agreement




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[CONFORMED COPY] Accepted and agreed to as of the date and year last above written. U.S. LendersHarris Trust and Savings Bank, in its
   individual capacity as a Lender, as U.S. L/C
   Issuer, and as Administrative AgentBy:
    /s/ Erica T. KuhlmannName:
    Erica T. KuhlmannTitle:
    Managing Director Wells Fargo Bank, N.A.By:
    /s/ Catherine M. JonesName:
    Catherine M. JonesTitle:
    Vice President U.S. Bank National AssociationBy:
    /s/ Thomas McCarthyName:
    Thomas McCarthyTitle:
    Vice President LaSalle Bank National AssociationBy:
    /s/ Keith J. CableName:
    Keith J. CableTitle:
    Vice President Cooperative Centrale
   Raiffeisen-Boerenleenbank B.A., Rabobank
   Nederland, New York Penford Corporation
Signature Page to First Amendment
to Credit Agreement




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[CONFORMED COPY] BranchBy:
    /s/ Eric HurshmanName:
    Eric HurshmanTitle:
    Executive Director By:
    /s/ Brett DelfinoName:
    Brett DelfinoTitle:
    Executive Director Australian LenderAustralia and New Zealand Banking Group
    Limited, in its individual capacity as
    Australian Lender and as Australian AgentBy:NameTitle ANZ Capel Court Limited,as Australian TrusteeBy:NameTitle Penford Corporation
Signature Page to First Amendment
to Credit Agreement