0001193125-04-144530 Sample Contracts

Contract
First 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”).

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AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Registration 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.

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