AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • December 6th, 2007 • Uap Holding Corp • Agricultural chemicals • Delaware
AMENDED AND RESTATED AGREEMENT, dated as of the 4th day of December, 2007 (this “Agreement”), by and between UAP Holding Corp., a Delaware corporation (the “Company”), and Larry K. Cordell (the “Executive”).
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.
ContractFirst Supplemental Indenture • August 20th, 2004 • Uap Holding Corp • Agricultural chemicals • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 24, 2004 (the “First Supplemental Indenture”), by and between UAP Holding Corp., a Delaware corporation (the “Company”), and JPMorgan Chase Bank, as trustee under the Indenture referred to below (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 29, 2004 by and among UNITED AGRI PRODUCTS, INC. and UNITED AGRI PRODUCTS CANADA INC. as Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC...Credit Agreement • December 3rd, 2004 • Uap Holding Corp • Agricultural chemicals • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 29, 2004 and entered into by and among UNITED AGRI PRODUCTS, INC., a Delaware corporation (“UAP” or “U.S. Borrower”), UNITED AGRI PRODUCTS CANADA INC., an entity organized under the federal laws of Canada (“Canadian Borrower”) (U.S. Borrower and Canadian Borrower are sometimes referred to herein as the “Borrowers” and individually as a “Borrower”), the other persons designated as “Credit Parties” on the signature pages hereof, the financial institutions who are or hereafter become parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as the initial L/C Issuer and as Agent and GE CANADA FINANCE HOLDING COMPANY, an entity organized under the federal laws of Canada (having succeeded GE Canada Finance, Inc. as Canadian Agent and acquired all of GE Canada Finance Inc.’s right, title and interest in the Loans, Letter of Credit Obligations,
RECITALSManagement Incentive • December 3rd, 2004 • Uap Holding Corp • Agricultural chemicals • Delaware
WHEREAS, the holders listed on the signature page hereto (the “Holders”) are owners of equity securities of the Company and are parties to an Investor Rights Agreement dated as of November 24, 2003 with the Company (the “Investor Rights Agreement”);
UAP HOLDING CORP. Common Stock AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2006 • Uap Holding Corp • Agricultural chemicals • New York
UAP HOLDING CORP. DIRECTORS DEFERRED COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 16th, 2007 • Uap Holding Corp • Agricultural chemicals
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) between UAP HOLDING CORP., a Delaware corporation (the “Corporation”), and the Participant is delivered under the UAP Directors Deferred Compensation Plan (the “DCP”) and pursuant to the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “LTIP”, collectively with the DCP, the “Plans”).
UAP HOLDING CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 20th, 2006 • Uap Holding Corp • Agricultural chemicals
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) between UAP HOLDING CORP., a Delaware corporation (the “Corporation”), and the Participant is delivered under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 25th, 2007 • Uap Holding Corp • Agricultural chemicals • New York
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 22, 2007 (this “Amendment”), is granted by Agent, Canadian Agent and the Requisite Lenders set forth on the signature pages attached hereto 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 sometimes referred to herein as the “Borrowers” and individual
MANAGEMENT CONSULTING AGREEMENT dated as of November 21, 2003, between UAP ACQUISITION CORP., a Delaware corporation (the “Company”), and APOLLO MANAGEMENT V, L.P., a Delaware limited partnership (“Apollo”).Management Consulting • November 9th, 2004 • Uap Holding Corp • Agricultural chemicals • 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.
FIRST CONSENT, LIMITED WAIVER AND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 3rd, 2006 • Uap Holding Corp • Agricultural chemicals
This FIRST CONSENT, LIMITED WAIVER AND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 28, 2006 (this “Consent, Waiver and Amendment”), is granted by the Agent and the Requisite Lenders set forth on the signature pages attached hereto in connection with that certain Amended and Restated Credit Agreement, dated as of November 29, 2004 (the “Credit Agreement”), by and among UNITED AGRI PRODUCTS, INC., a Delaware corporation (“UAP” or “U.S. Borrower”), UNITED AGRI PRODUCTS CANADA INC., an entity organized under the federal laws of Canada (“Canadian Borrower”) (U.S. Borrower and Canadian Borrower are sometimes referred to herein as the “Borrowers” and individually as a “Borrower”), the other persons designated as “Credit Parties” on the signature pages thereto, the financial institutions thereto as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as the initial L/C Issuer and as Agent and GE CANADA FIN
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
Apollo Management V, L.P. Two Manhattanville Road, 2nd Floor Purchase, NY 10577Management Agreement • December 3rd, 2004 • Uap Holding Corp • Agricultural chemicals • New York
UAP HOLDING CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 5th, 2007 • Uap Holding Corp • Agricultural chemicals
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) between UAP HOLDING CORP., a Delaware corporation (the “Corporation”), and the Participant is delivered under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • January 13th, 2006 • Uap Holding Corp • Agricultural chemicals • Texas
This Separation and General Release Agreement (the “Agreement”) is entered into as of this 10th day of January, 2006 between Robert A. Boyce (“Executive”) and UAP Distribution, Inc. (“the Company”).
UAP Holding Corp. 7251 West 4th Street Greely, CO 80634Uap Holding Corp • December 10th, 2007 • Agricultural chemicals
This letter agreement may be executed in any number of counterparts (including by facsimile), each of which shall be deemed to be an original, but all of which shall constitute one and the same document.
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
UAP HOLDING CORP. 2004 LONG-TERM INCENTIVE PLAN AMENDMENT TO THE APRIL 8, 2006 RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • April 5th, 2007 • Uap Holding Corp • Agricultural chemicals
THIS AMENDMENT TO EACH OF THE RESTRICTED STOCK UNIT AWARD AGREEMENTS (this “Amendment”) issued under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”) is hereby agreed to by UAP HOLDING CORP., a Delaware corporation (the “Corporation”), and the Participant, effective April 8, 2007.
UAP HOLDING CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 20th, 2006 • Uap Holding Corp • Agricultural chemicals • Delaware
Apollo Management V, L.P. Two Manhattanville Road, 2nd Floor Purchase, NY 10577Management Agreement • November 9th, 2004 • Uap Holding Corp • Agricultural chemicals • New York
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).
UAP HOLDING CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 20th, 2006 • Uap Holding Corp • Agricultural chemicals
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) between UAP HOLDING CORP., a Delaware corporation (the “Corporation”), and the Participant is delivered under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”).
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.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 18th, 2006 • Uap Holding Corp • Agricultural chemicals • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 12, 2006 (this “Amendment”), is granted by Agent, Canadian Agent and the Requisite Lenders set forth on the signature pages attached hereto 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 sometimes referred to herein as the “Borrowers” and individually a
UAP HOLDING CORP. 2004 LONG-TERM INCENTIVE PLAN AMENDMENT AND RESTATEMENT OF THERestricted Stock Unit Award Agreement • April 5th, 2007 • Uap Holding Corp • Agricultural chemicals
THIS AMENDMENT AND RESTATEMENT (this “Agreement”) OF THE RESTRICTED STOCK UNIT AWARD AGREEMENT issued under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”) is hereby agreed to by UAP HOLDING CORP., a Delaware corporation (the “Corporation”), and the Participant, effective April 8, 2007.
ContractSecond Supplemental Indenture • May 17th, 2006 • Uap Holding Corp • Agricultural chemicals • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 17, 2006 (this “Supplemental Indenture”), by and between UAP Holding Corp., a Delaware corporation (the “Company”), and JPMorgan Chase Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF MERGER Dated as of December 2, 2007 by and among AGRIUM INC., UTAH ACQUISITION CO. and UAP HOLDING CORP. _________________________________________________________________________Agreement and Plan of Merger • December 3rd, 2007 • Uap Holding Corp • Agricultural chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 2, 2007, is by and among AGRIUM INC., a corporation governed by the Canada Business Corporations Act (“Parent”), UTAH ACQUISITION CO., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and UAP HOLDING CORP., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement have the respective meanings specified in Section 9.03.
UAP HOLDING CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2004 • Uap Holding Corp • Agricultural chemicals • New York
UAP HOLDING CORP. RESTRICTED STOCK UNIT AGREEMENTRestricted 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”).
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit 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
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF June 1, 2006 by and among UNITED AGRI PRODUCTS, INC. UNITED AGRI PRODUCTS CANADA INC. UAP DISTRIBUTION, INC. and LOVELAND PRODUCTS, INC. as Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE...Credit Agreement • June 7th, 2006 • Uap Holding Corp • Agricultural chemicals • New York
GE Canada Finance Inc., an entity organized under the federal laws of Canada (“Canadian Agent” and, collectively with Agent, the “Agents”)
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2004 • Uap Holding Corp • Agricultural chemicals • New York
This Amendment No. 1 to the Registration Rights Agreement (this “Amendment”), dated as of May 24, 2004, is entered into by and among UAP Holding Corp., a Delaware corporation (“Issuer”), and the holders of at least a majority in aggregate principal amount at maturity of the Issuer’s 10¾% Senior Discount Notes due 2012 (the “Notes”) outstanding as of the date hereof.
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2004 • Uap Holding Corp • Agricultural chemicals • New York
This Amendment No. 1 to the Registration Rights Agreement (this “Amendment”), dated as of May 24, 2004, is entered into by and among United Agri Products, Inc., a Delaware corporation (“Issuer”), each of the subsidiary guarantors party hereto (the “Guarantors”), and the holders of at least a majority in aggregate principal amount at maturity of the Issuer’s 8¼% Senior Notes due 2011 (the “Notes”) outstanding as of the date hereof.
