0001104659-07-075133 Sample Contracts

UAP HOLDING CORP. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • October 16th, 2007 • Uap Holding Corp • Agricultural chemicals • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made, effective as of the day of , 2007 (hereinafter the “Date of Grant”), between UAP Holding Corp., a Delaware corporation (the “Company”), and (the “Participant”).

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 16th, 2007 • Uap Holding Corp • Agricultural chemicals • New York

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 12, 2007 (this “Amendment”), is entered into by Agent, Canadian Agent, the Requisite Lenders set forth on the signature pages attached hereto and Borrowers (as defined below) and other Credit Parties in connection with that certain Second Amended and Restated Credit Agreement, dated as of June 1, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among UNITED AGRI PRODUCTS, INC., a Delaware corporation (“UAP”), UAP DISTRIBUTION, INC., a Delaware corporation (“UAP Distribution”), LOVELAND PRODUCTS, INC., a Colorado corporation (“Loveland Products” and together with UAP and UAP Distribution are sometimes referred to herein as the “U.S. Borrowers” and individually as a “U.S. Borrower”), UNITED AGRI PRODUCTS CANADA INC., an entity organized under the federal laws of Canada (“Canadian Borrower”) (U.S. Borrowers and Canadian Borrower are som

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