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.
Apollo Management V, L.P. Two Manhattanville Road, 2nd Floor Purchase, NY 10577Management Agreement • November 9th, 2004 • Uap Holding Corp • Agricultural chemicals • New York
