**Exhibit 10.1****Penford Corporation****First Amendment to Amended and Restated Credit Agreement**     This First Amendment to Amended and Restated Credit Agreement (herein, the *“Amendment”*) isentered into as of July 7, 2006, by and among Penford Corporation, a Washingtoncorporation (the *“Borrower”*), the direct and indirect Subsidiaries of the Borrower from time totime party to the Credit Agreement, as Guarantors, the several financial institutions from time totime party to this Agreement, as Lenders, and Harris N.A., successor by merger to HarrisTrust and Savings Bank, as Administrative Agent as provided herein.**Preliminary Statements**     A. The Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to thatcertain Amended and Restated Credit Agreement dated as of August 22, 2005 (the *“Credit Agreement”*).All capitalized terms used herein without definition shall have the same meanings herein as suchterms have in the Credit Agreement.     B. The Borrower and the Lenders have agreed to make certain amendments to the CreditAgreement, in each case under the terms and conditions set forth in this Amendment.     Now, Therefore, for good and valuable consideration, the receipt and sufficiency ofwhich 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, theCredit Agreement shall be and hereby is amended as follows:     1.1. The definition of the term *“Indebtedness for Borrowed Money”*appearing in Section 5.1 ofthe Credit Agreement shall be amended to read as follows:     *“Indebtedness for Borrowed Money”*means for any Person (without duplication) (a) allindebtedness of such Person for borrowed money, whether current or funded, or secured orunsecured, (b) all indebtedness for the deferred purchase price of Property or services, (c)all indebtedness created or arising under any conditional sale or other title retentionagreement with respect to Property acquired by such Person (even though the rights andremedies of the seller or Lender under such agreement in the event of a default are limitedto repossession or sale of such Property), (d) all indebtedness secured by a purchase moneymortgage or other Lien to secure all or part of the purchase price of Property subject tosuch mortgage or Lien, (e) all obligations under leases which shall have been or must be, inaccordance with GAAP, recorded as Capital Leases in respect of
 

 
which such Person is liable as lessee, (f) any counter-indemnity obligation in respectof a guarantee, indemnity, bond, standby or documentary letter of credit or any otherinstrument issued by a bank or financial institution, (g) any indebtedness, whether or notassumed, secured by Liens on Property acquired by such Person at the time of acquisitionthereof, (h) any shares which are expressed to be redeemable and (i) any liability inrespect of any guarantee or indemnity for any of the items referred to above, and (j) allindebtedness secured by any Lien upon Property of such Person, whether or not such Personhas assumed or become liable for the payment of such indebtedness; it being understood thatthe term “Indebtedness for Borrowed Money” shall not include trade payables arising in theordinary course of business.     1.2. Section 8.22(d) of the Credit Agreement shall be amended to read as follows:     (d) *Capital Expenditures*. The Borrower shall not, nor shall it permit any of itsSubsidiaries to, incur Capital Expenditures (but excluding Capital Expenditures made withthe Net Cash Proceeds of any Event of Loss as permitted by Section 1.9(b)(i) hereof andCapital Expenditures made with the proceeds of grants from governmental entities) in anamount in excess of:     (i) $20,000,000 (or the Australian Dollar Equivalent or NZ Dollar Equivalent)in the aggregate during the fiscal year ending August 31, 2006;     (ii) $48,000,000 (or the Australian Dollar Equivalent or NZ Dollar Equivalentwith respect to not more than $20,000,000) during the fiscal year ending August 31,2007, of which not more than $20,000,000 (or the Australian Dollar Equivalent or NZDollar Equivalent) shall be for Capital Expenditures that are unrelated to theconstruction (including the acquisition and installation of equipment) of an ethanolproduction facility in Cedar Rapids, Iowa; and     (iii) $20,000,000 (or the Australian Dollar Equivalent or NZ Dollar Equivalent)in the aggregate during any fiscal year thereafter;*provided, however,*for any fiscal year when Total Senior Funded Debt/EBITDA Ratio is less than2.0 to 1.0 for each fiscal quarter of such fiscal year, Capital Expenditures for such year (or inthe case of the fiscal year ending August 31, 2007, Capital Expenditures that are unrelated to theconstruction (including the acquisition and installation of equipment) of an ethanol productionfacility in Cedar Rapids, Iowa) shall not exceed $25,000,000 (or the Australian Dollar Equivalentor NZ Dollar Equivalent) for such fiscal year.     1.3. The Required Lenders hereby agree that the construction and operation of an ethanolproduction facility in Cedar Rapids, Iowa shall not be a violation of Section 8.18 of the CreditAgreement.
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Section 2.Conditions Precedent.     The effectiveness of this Amendment is subject to the satisfaction of all of the followingconditions precedent:     2.1. The Borrower, the Guarantors, and the Required Lenders shall have executed and deliveredthis Amendment.     2.2. Each of the representations and warranties set forth in Section 6 of the Credit Agreementshall be true and correct in all material respects, except that the representations and warrantiesmade under Section 6.5 shall be deemed to refer to the most recent financial statements of theBorrower delivered to the Lenders.     2.3. Upon giving effect to this Amendment, (a) the Borrower shall be in full compliance withall of the terms and conditions of the Loan Documents and (b) no Default or Event of Default shallhave occurred and be continuing thereunder or shall result after giving effect to this Amendment.Section 3.Representations.     In order to induce the Required Lenders to execute and deliver this Amendment, the Borrowerhereby represents to the Lenders that as of the date hereof, and after giving effect to theamendments called for hereby, the representations and warranties set forth in Section 6 of theCredit Agreement are and shall be and remain true and correct in all material respects (except thatfor purposes of this paragraph the representations contained in Section 6.5 shall be deemed torefer to the most recent financial statements of the Borrower delivered to the Lenders) and aftergiving effect to this Amendment (a) the Borrower is in compliance with all of the terms andconditions of the Loan Documents and (b) no Default or Event of Default exists under the CreditAgreement or shall result after giving effect to this Amendment.Section 4.Miscellaneous.     4.1. The Borrower and the Guarantors heretofore executed and delivered to the Agent and theLenders the Collateral Documents to which it is a party. Each of the Borrower and the Guarantorshereby acknowledges and agrees that the Liens created and provided for by the Collateral Documentsto which it is a party continue to secure, among other things, the indebtedness, obligations andliabilities described therein; and the Collateral Documents to which it is a party and the rightsand remedies of the Agents and the Lenders thereunder, the obligations of the Borrower and theGuarantors thereunder, and the Liens created and provided for thereunder remain in full force andeffect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall inany manner affect or impair the priority of the Liens created and provided for by the CollateralDocuments to which it is a party as to the indebtedness, obligations and liabilities which would besecured thereby prior to giving effect to this Amendment.     4.2. Except as specifically amended herein or waived hereby, the Credit Agreement shallcontinue in full force and effect in accordance with its original terms. Reference to this
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specific Amendment need not be made in the Credit Agreement, the other Loan Documents, or any otherinstrument or document executed in connection therewith, or in any certificate, letter orcommunication issued or made pursuant to or with respect to the Credit Agreement, any reference inany of such items to the Credit Agreement being sufficient to refer to the Credit Agreement asamended hereby.     4.3. This Amendment may be executed in any number of counterparts, and by the differentparties on different counterpart signature pages, all of which taken together shall constitute oneand the same agreement. Any of the parties hereto may execute this Amendment by signing any suchcounterpart and each of such counterparts shall for all purposes be deemed to be an original. ThisAmendment shall be governed by the internal laws of the State of Illinois.     4.4. The Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred bythe Administrative Agent in connection with the credit facilities and the preparation, executionand delivery of this Amendment, and the documents and transactions contemplated hereby, includingthe reasonable fees and expenses of counsel for the Administrative Agent with respect to theforegoing.[Remainder of Page Intentionally Left Blank]
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          This First Amendment to Amended and Restated Credit Agreement is entered into as of the dateand year first above written.           *“Borrower”*             Penford Corporation             By                 Name                 Title                        *“Guarantors”*             Penford Products Co.             By                 Name                 Title             Penford Corporation