UAP Holding Corp. and United Agri Products, Inc. Announce Receipt of Requisite Consents for Their 10 3/4% Senior Discount Notes Due 2012 and 8 1/4% Senior Notes Due 2011.

Business Editors

GREELEY, Colo.--(BUSINESS WIRE)--May 11, 2004

UAP Holding Corp. ("UAP Holdings") and United Agri Products, Inc. ("United Agri Products" and, together with UAP Holdings, the "Companies," and each, a "Company") announced today that in connection with their previously announced offer to purchase for cash any and all of UAP Holdings' outstanding $125,000,000 principal amount at maturity of 10 3/4% Senior Discount Notes due 2012 (the "10 3/4% Discount Notes") and any and all of United Agri Products' outstanding $225,000,000 principal amount of 8 1/4% Senior Notes due 2011 (the "8 1/4% Notes" and, together with the 10 3/4% Discount Notes, the "Notes"), and solicitation of consents to eliminate most of the restrictive covenants in the indentures under which the Notes were issued and to eliminate the provisions for registration rights and liquidated damages in the registration rights agreements applicable to the Notes, the Companies have been advised by JPMorgan Chase Bank, the depositary for the tender offers and consent solicitations, that, as of 5:00 p.m., New York City Time, on May 10, 2004, approximately $122.5 million in aggregate principal amount at maturity of the 10 3/4% Discount Notes outstanding, and $225.0 million in aggregate principal amount of the 8 1/4% Notes outstanding have been validly tendered and have not been withdrawn in the offers to purchase and consent solicitations.

Accordingly, each Company has received the requisite consents and tenders for its Notes in order to effect the proposed amendments to the indentures and registration rights agreements under which such Notes were issued, as provided in the Offer to Purchase and Consent Solicitation Statement dated April 26, 2004, as supplemented by Supplement thereto dated May 6, 2004 (the "Statement"). These consents and tenders may not be validly withdrawn unless the tender offers and the consent solicitations are terminated without any Notes being purchased. Upon completion of the tender offers and consent solicitations, holders who tendered their notes prior to 5:00 p.m., New York City Time, on May 10, 2004 will receive the total consideration (including the consent payment) for such Notes.

Any holders who tender their Notes after 5:00 p.m., New York City Time, May 10, 2004 and before the expiration date of the tender offers and consent solicitations, which is scheduled to be 9:00 a.m., New York City time, on May 24, 2004, unless extended or earlier terminated, will receive the tender offer consideration (not including the consent payment).

As a result of receiving the consents of at least a majority in aggregate principal amount at maturity of the outstanding 10 3/4% Discount Notes and at least a majority in aggregate principal amount of the outstanding 8 1/4% Notes, each of UAP Holdings and United Agri Products will promptly execute and deliver supplemental indentures to the indentures pursuant to which the Notes were issued and will promptly execute and deliver amendments to the related registration rights agreements. The supplemental indentures and amendments to the registration rights agreement will not, however, become effective unless and until UAP Holdings and United Agri Products accept for payment and purchase the Notes pursuant to the tender offers and consent solicitations.

The Companies have retained UBS Investment Bank to act as Dealer Manager in connection with the tender offers and consent solicitations. Questions about the tender offers may be directed to the Liability Management Group of UBS Investment Bank at [phone] x4210 (toll free) or [phone] (collect), or to MacKenzie Partners, Inc., the information agent for the tender offers and consent solicitations, at [phone] (collect) or [phone] (toll free). Copies of the Statement and the accompanying Letter of Transmittal and Consent (the "Offer Documents") and other related documents may be obtained from the information agent.

The tender offers and consent solicitations are being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Companies. It also is not a solicitation of consents to the proposed amendments to the indentures and registration rights agreements. No recommendation is made as to whether holders of the Notes should tender their Notes or give their consent.

About the Companies

UAP Holdings is a holding company with no significant assets or operations other than the ownership of 100% of the stock of United Agri Products. United Agri Products is the largest private distributor of agricultural and non-crop inputs in the United States and Canada. It markets a comprehensive line of products including crop protection chemicals, seeds and fertilizers to growers and regional dealers. In addition, as part of its product offering, United Agri Products provides a broad array of value-added services including crop management, biotechnology advisory services, custom blending, inventory management and custom applications of crop inputs. United Agri Products maintains a comprehensive network of approximately 350 distribution and storage facilities and five formulation and blending plants, strategically located throughout the United States and Canada.

Safe Harbor Statement

Certain statements in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on each Company's current expectations and involve risks and uncertainties that could cause the Companies' actual results to differ materially from those set forth in the statements. The Companies can give no assurance that such expectations will prove to be correct. Factors that could cause the Companies' results to differ materially from current expectations include: general economic and business conditions, industry trends, raw material costs and availability, changes in demand for their products, actions of their competitors and the additional factors and risks contained in the Companies' Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 7, 2004.