UAP Holding Corp. And United Agri Products, Inc. Announce Termination 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, Oct 29, 2004

GREELEY, Colo. -- UAP Holding Corp. ("UAP Holdings") announced today that it is terminating its offer to purchase for cash any and all of its outstanding $125,000,000 principal amount at maturity of 10 3/4% Senior Discount Notes due 2012 (the "10 3/4% Discount Notes"), and United Agri Products, Inc. ("United Agri Products" and, together with UAP Holdings, the "Companies," and each, a "Company") announced today that it is terminating its offer to purchase for cash any and all of its 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 Companies are also terminating the related solicitations to consents to certain proposed amendments to the respective indentures and registration rights agreements pursuant to which the Notes were issued. The tender offer and consent solicitation by each Company had been set to expire at 5:00 p.m., New York City Time, on Tuesday, November 2, 2004.

Each Company's tender offer and consent solicitation had been conditioned on, among other things, the consummation of UAP Holdings' proposed offering of Income Deposit Securities ("IDSs"), the net proceeds of which would have been used, among other things, to pay the consideration for the Notes purchased in the tender offers and consent solicitations. UAP Holdings has decided not to consummate its proposed offering of IDSs. Instead, UAP Holdings will pursue an offering of its common stock, the terms of which are described in more detail in Amendment No. 4 to UAP Holdings' Registration Statement on Form S-1 which was filed with the Securities and Exchange Commission on October 29, 2004 (as amended, the "Registration Statement"). As a result of the abandonment of the offering of IDSs, the Companies have terminated the tender offers for the Notes and the related consent solicitations.

Notes tendered pursuant to the tender offers will be promptly returned to tendering holders or, in the case of Notes tendered by book-entry transfer, will be credited to the account maintained at The Depository Trust Company from which such Notes were delivered. As a result of the termination of the tender offers and the related consent solicitations, the proposed amendments to the indentures for each series of Notes in connection with the tender offers and the related consent solicitations will not become operative.

The Registration Statement has not yet become effective. The common stock proposed to be sold by the Registration Statement may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 Registration Statement.