UAP Holding Corp. and United Agri Products, Inc. Announce Extension of Tender Offers and Consent Solicitations for Their 10 3/4% Senior Discount Notes Due 2012 and 8 1/4% Senior Notes Due 2011

Business Wire, June 24, 2004

GREELEY, Colo. -- 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 they are each extending the expiration date for the previously announced offers 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").

The tender offers by the Companies, each previously scheduled to expire at 5:00 p.m., New York City Time, on Wednesday, June 23, 2004, will now expire at 5:00 p.m., New York City Time, on Friday, July 2, 2004, unless further extended.

As of 5:00 p.m., New York City Time, on June 23, 2004, all $125,000,000 aggregate principal amount at maturity of the 10 3/4% Discount Notes and all $225,000,000 aggregate principal amount of the 8 1/4% Notes have been validly tendered and have not been withdrawn in the offers to purchase and consent solicitations.

Each Company's tender offer is conditioned on, among other things, (a) the consummation of UAP Holdings' offering of Income Deposit Securities and (b) United Agri Products amending its existing revolving credit facility and entering into a new senior secured second lien term loan facility, the net proceeds of both of which will be used, among other things, to pay the considerations for the Notes purchased in the tender offers. Information regarding the pricing, tender and delivery procedures and conditions to the tender offer and consent solicitation are contained in the Offer to Purchase and Consent Solicitation Statement dated April 26, 2004, as supplemented by the Supplement thereto dated May 6, 2004 and the accompanying Letter of Transmittal and Consent (the "Offer Documents").

UBS Investment Bank is acting as dealer manager for the tender offers and consent solicitations. MacKenzie Partners, Inc. is acting as information agent. Questions about the tender offers may be directed to the Liability Management Group of UBS Investment Bank at (888) 722-9555 x4210 (toll free) or (203) 719-4210 (collect), or to MacKenzie Partners, Inc. at (212) 929-5500 (collect) or (800) 322-2885 (toll free). Copies of the Offer Documents and other related documents may be obtained from the information agent.

The tender offer and consent solicitation 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' Amendment No. 1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 14, 2004.