REGISTRATION RIGHTS AGREEMENT Dated as of January 26, 2004 By and Among UAP HOLDING CORP. as Issuer, and UBS SECURITIES LLC, GOLDMAN, SACHS & CO., and BEAR, STEARNS & CO. INC. as Initial PurchasersRegistration Rights Agreement • March 5th, 2004 • Uap Holding Corp • New York
This Registration Rights Agreement (this “Agreement”) is dated as of January 26, 2004, by and among UAP Holding Corp., a Delaware corporation (the “Issuer”), on the one hand, and UBS Securities LLC, Goldman, Sachs & Co. and Bear, Stearns & Co. Inc. (each an “Initial Purchaser,” and collectively, the “Initial Purchasers”), on the other hand.
REGISTRATION RIGHTS AGREEMENT dated as of November 24, 2003, between UAP HOLDING CORP., a Delaware corporation (the “Company”), and the Apollo Investors identified on the signature page attached hereto (collectively, the “Investors”).Registration Rights • March 5th, 2004 • Uap Holding Corp • Delaware
WHEREAS, the Company, ConAgra Foods, Inc., a Delaware corporation (“ConAgra”), and United Agri Products, Inc., a Delaware corporation (“UAP”), entered into a Stock Purchase Agreement dated as of October 29, 2003 (the “Purchase Agreement”); and
INVESTOR RIGHTS AGREEMENT dated as of the Original Issue Date (this “Agreement”) among UAP HOLDING CORP., a Delaware corporation (the “Company”) and the HOLDERS that are parties hereto.Adoption Agreement • March 5th, 2004 • Uap Holding Corp • Delaware
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 5th, 2004 • Uap Holding Corp • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is entered into as of this 15th day of January, 2004, by and among UNITED AGRI PRODUCTS, INC., a Delaware corporation (“U.S. Borrower”), UNITED AGRI PRODUCTS CANADA INC., an entity organized under the federal laws of Canada (“Canadian Borrower”, and collectively with U.S. Borrower, the “Borrowers”), the other persons designated as Credit Parties on the signature pages hereof, the financial institutions who are parties to this Amendment as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Agent”) and GE CANADA FINANCE INC., an entity organized under the federal laws of Canada (“Canadian Agent”, and collectively with U.S. Agent, “Agents”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in Annex A to the Credit Agreement (as hereinafter defined).
MANAGEMENT CONSULTING AGREEMENT dated as of November 21, 2003, between UAP HOLDING CORP., a Delaware corporation (the “Company”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo”).Management Consulting Agreement • March 5th, 2004 • Uap Holding Corp • New York
The Company desires to avail itself (and the surviving corporation (the “Surviving Corporation”)) of the proposed merger (the “Merger”) of the Company and United Agri Products, Inc., a Delaware corporation (“UAP”), of Apollo’s expertise and consequently has requested that Apollo make such expertise available from time to time in rendering certain management consulting and advisory services related to the business and affairs of the Company, the Surviving Corporation and their respective subsidiaries and affiliates and the review and analysis of certain financial and other transactions. Apollo and the Company (on behalf of itself and the Surviving Corporation) agree that it is in their respective best interests to enter into this Agreement whereby, for the consideration specified herein, Apollo has provided and shall provide such services as independent consultant to the Company and the Surviving Corporation.
