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$99	Preview Subscribers	2004	Credit Agreement Credit Agreement (546K) Doc #1797995: Click preview link for longer preview. CREDIT AGREEMENT DATED AS OF NOVEMBER 24, 2003 by and among UNITED AGRI PRODUCTS, INC. and UNITED AGRI PRODUCTS CANADA INC. as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL CORPORATION . . . 1797995	ConAgra Foods ConAgra Foods, Inc. ( Food Processing ) As referenced in this Credit Agreement: ConAgra Foods, Inc – Acquisition Projections" has the meaning ascribed to it in Section 3.6. "Acquisition Agreement" means that certain Stock Purchase Agreement dated as of October 29, 2003 by and among Holdings, ConAgra Foods, Inc . and UAP. "Acquisition Co." means UAP Acquisition Corp., a Delaware corporation. "Advances" means any U.S. Revolving Credit Advance (including In-Season Overadvances), Canadian Revolving Credit Advance or Swing _____________ ConAgra Foods, Inc – or indirectly owns more than 5% of any class of the capital stock of Holdings and any officer or director of the Borrower or any such Person. Notwithstanding the foregoing, ConAgra Foods, Inc ., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc., does not own at _____________ ConAgra Foods, Inc – such Person. Notwithstanding the foregoing, ConAgra Foods, Inc., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc ., does not own at any time an aggregate amount greater than 15% of the outstanding capital stock of UAP entitled to vote in the election of directors. For the _____________ ConAgra Foods, Inc – conjunction with the disposition of fixed assets and all securities), (vi) any costs (including, without limitation, severance costs) incurred in the transition of Borrowers and their Subsidiaries from Subsidiaries of ConAgra Foods, Inc . to independent operating companies, (vii) any accruals, reserves, and income adjustments required under GAAP during the first twelve months following the Acquisition, (viii) expenses and adjustments related to the _____________ ConAgra Foods, Inc – s limited preemptive rights, the Indemnification Agreement, Fertilizer Supply Agreement, International Supply Agreement, Buyer Release, and Seller Release) to pay Supplier Rebates or estimated or final purchase price adjustments to ConAgra Foods, Inc . or any of its Affiliates, (ii) advances to U.S. Borrower, Canadian Borrower or any of their respective Subsidiaries by their respective customers in the ordinary course of business _____________ dt 1390278 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – in accordance with this Agreement. "Revolving Notes" has the meaning ascribed to it in Section 1.1(a). "S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc . A-34 {PAGE} "Security Agreement" means the Security Agreement of even date herewith entered into by and among Agent, on behalf of itself and Lenders, and each Credit Party _____________ dt 1519127 ; YVC YVC Inc ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Credit Agreement: Deutsche Bank Trust Co – from time to time designate in writing (collectively, the "Revolving Loan Account"): (a) the U.S. Revolving Loan: 14 {PAGE} ABA No. 021-001-033 Account Number 502-328-54 Deutsche Bank Trust Co mpany Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number _____________ dt 1391420 ; Royal Bank Royal Bank of Canada ( Regional Banks ) As referenced in this Credit Agreement: Royal Bank of Canada – Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number 1011519 Royal Bank of Canada Toronto, Ontario ACCOUNT NAME: GECCI - Commercial Finance Reference: United Agri Products, Inc. Good funds received by Agents before 2:00 p.m. (New York time) on a Business Day _____________ dt 1454671 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Credit Agreement: UBS SECURITIES LLC – a Lender and GE CANADA FINANCE INC. as Canadian Agent and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and GECC CAPITAL MARKETS GROUP, INC. as Co-Lead Arranger and UBS SECURITIES LLC as Co-Lead Arranger ================================================================================ {PAGE} TABLE OF CONTENTS ----------------- SECTION 1. AMOUNTS AND TERMS OF LOANS.........................................2 1.1 Loans..............................................................2 1.2 Interest and Applicable Margins....................................8 1.3 _____________ UBS Securities LLC – 34 {PAGE} (c) unsecured Indebtedness of U.S. Borrower and the Guarantors under the Bridge Loan Agreement ("Bridge Loan Agreement") dated as of the Closing Date among U.S. Borrower, UBS Securities LLC , as Arranger, UBS AG, Stamford Branch as Administrative Agent and the other parties thereto, in an aggregate principal amount of up to $225,000,000 plus additional principal amounts _____________ UBS Securities LLC – loans made pursuant to that certain Bridge Loan Agreement, dated as of the Closing Date, among the U.S. Borrower, certain guarantors, the lenders from time to time party thereto, UBS Securities LLC , as arranger, and UBS AG, Stamford Branch, as administrative agent, and each of the "Exchange Notes" as defined in such agreement. "Settlement Date" has the meaning ascribed to it _____________ dt 1421059
$92	Preview Subscribers	2004	Credit Agreement Credit Agreement (546K) Doc #1852885: Click preview link for longer preview. CREDIT AGREEMENT DATED AS OF NOVEMBER 24, 2003 by and among UNITED AGRI PRODUCTS, INC. and UNITED AGRI PRODUCTS CANADA INC. as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL CORPORATION . . . 1852885	ConAgra Foods ConAgra Foods, Inc. ( Food Processing ) As referenced in this Credit Agreement: ConAgra Foods, Inc – Acquisition Projections" has the meaning ascribed to it in Section 3.6. "Acquisition Agreement" means that certain Stock Purchase Agreement dated as of October 29, 2003 by and among Holdings, ConAgra Foods, Inc . and UAP. "Acquisition Co." means UAP Acquisition Corp., a Delaware corporation. "Advances" means any U.S. Revolving Credit Advance (including In-Season Overadvances), Canadian Revolving Credit Advance or Swing _____________ ConAgra Foods, Inc – or indirectly owns more than 5% of any class of the capital stock of Holdings and any officer or director of the Borrower or any such Person. Notwithstanding the foregoing, ConAgra Foods, Inc ., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc., does not own at _____________ ConAgra Foods, Inc – such Person. Notwithstanding the foregoing, ConAgra Foods, Inc., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc ., does not own at any time an aggregate amount greater than 15% of the outstanding capital stock of UAP entitled to vote in the election of directors. For the _____________ ConAgra Foods, Inc – conjunction with the disposition of fixed assets and all securities), (vi) any costs (including, without limitation, severance costs) incurred in the transition of Borrowers and their Subsidiaries from Subsidiaries of ConAgra Foods, Inc . to independent operating companies, (vii) any accruals, reserves, and income adjustments required under GAAP during the first twelve months following the Acquisition, (viii) expenses and adjustments related to the _____________ ConAgra Foods, Inc – s limited preemptive rights, the Indemnification Agreement, Fertilizer Supply Agreement, International Supply Agreement, Buyer Release, and Seller Release) to pay Supplier Rebates or estimated or final purchase price adjustments to ConAgra Foods, Inc . or any of its Affiliates, (ii) advances to U.S. Borrower, Canadian Borrower or any of their respective Subsidiaries by their respective customers in the ordinary course of business _____________ dt 1390280 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – in accordance with this Agreement. "Revolving Notes" has the meaning ascribed to it in Section 1.1(a). "S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc . A-34 {PAGE} "Security Agreement" means the Security Agreement of even date herewith entered into by and among Agent, on behalf of itself and Lenders, and each Credit Party _____________ dt 1519214 ; Snake River Chemicals Snake River Chemicals Inc ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Credit Agreement: Deutsche Bank Trust Co – from time to time designate in writing (collectively, the "Revolving Loan Account"): (a) the U.S. Revolving Loan: 14 {PAGE} ABA No. 021-001-033 Account Number 502-328-54 Deutsche Bank Trust Co mpany Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number _____________ dt 1391486 ; Royal Bank Royal Bank of Canada ( Regional Banks ) As referenced in this Credit Agreement: Royal Bank of Canada – Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number 1011519 Royal Bank of Canada Toronto, Ontario ACCOUNT NAME: GECCI - Commercial Finance Reference: United Agri Products, Inc. Good funds received by Agents before 2:00 p.m. (New York time) on a Business Day _____________ dt 1454795 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Credit Agreement: UBS SECURITIES LLC – a Lender and GE CANADA FINANCE INC. as Canadian Agent and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and GECC CAPITAL MARKETS GROUP, INC. as Co-Lead Arranger and UBS SECURITIES LLC as Co-Lead Arranger ================================================================================ {PAGE} TABLE OF CONTENTS ----------------- SECTION 1. AMOUNTS AND TERMS OF LOANS.........................................2 1.1 Loans..............................................................2 1.2 Interest and Applicable Margins....................................8 1.3 _____________ UBS Securities LLC – 34 {PAGE} (c) unsecured Indebtedness of U.S. Borrower and the Guarantors under the Bridge Loan Agreement ("Bridge Loan Agreement") dated as of the Closing Date among U.S. Borrower, UBS Securities LLC , as Arranger, UBS AG, Stamford Branch as Administrative Agent and the other parties thereto, in an aggregate principal amount of up to $225,000,000 plus additional principal amounts _____________ UBS Securities LLC – loans made pursuant to that certain Bridge Loan Agreement, dated as of the Closing Date, among the U.S. Borrower, certain guarantors, the lenders from time to time party thereto, UBS Securities LLC , as arranger, and UBS AG, Stamford Branch, as administrative agent, and each of the "Exchange Notes" as defined in such agreement. "Settlement Date" has the meaning ascribed to it _____________ dt 1421092
$99	Preview Subscribers	2004	Credit Agreement Credit Agreement (546K) Doc #1854374: Click preview link for longer preview. CREDIT AGREEMENT DATED AS OF NOVEMBER 24, 2003 by and among UNITED AGRI PRODUCTS, INC. and UNITED AGRI PRODUCTS CANADA INC. as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL CORPORATION . . . 1854374	ConAgra Foods ConAgra Foods, Inc. ( Food Processing ) As referenced in this Credit Agreement: ConAgra Foods, Inc – Acquisition Projections" has the meaning ascribed to it in Section 3.6. "Acquisition Agreement" means that certain Stock Purchase Agreement dated as of October 29, 2003 by and among Holdings, ConAgra Foods, Inc . and UAP. "Acquisition Co." means UAP Acquisition Corp., a Delaware corporation. "Advances" means any U.S. Revolving Credit Advance (including In-Season Overadvances), Canadian Revolving Credit Advance or Swing _____________ ConAgra Foods, Inc – or indirectly owns more than 5% of any class of the capital stock of Holdings and any officer or director of the Borrower or any such Person. Notwithstanding the foregoing, ConAgra Foods, Inc ., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc., does not own at _____________ ConAgra Foods, Inc – such Person. Notwithstanding the foregoing, ConAgra Foods, Inc., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc ., does not own at any time an aggregate amount greater than 15% of the outstanding capital stock of UAP entitled to vote in the election of directors. For the _____________ ConAgra Foods, Inc – conjunction with the disposition of fixed assets and all securities), (vi) any costs (including, without limitation, severance costs) incurred in the transition of Borrowers and their Subsidiaries from Subsidiaries of ConAgra Foods, Inc . to independent operating companies, (vii) any accruals, reserves, and income adjustments required under GAAP during the first twelve months following the Acquisition, (viii) expenses and adjustments related to the _____________ ConAgra Foods, Inc – s limited preemptive rights, the Indemnification Agreement, Fertilizer Supply Agreement, International Supply Agreement, Buyer Release, and Seller Release) to pay Supplier Rebates or estimated or final purchase price adjustments to ConAgra Foods, Inc . or any of its Affiliates, (ii) advances to U.S. Borrower, Canadian Borrower or any of their respective Subsidiaries by their respective customers in the ordinary course of business _____________ dt 1390282 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – in accordance with this Agreement. "Revolving Notes" has the meaning ascribed to it in Section 1.1(a). "S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc . A-34 {PAGE} "Security Agreement" means the Security Agreement of even date herewith entered into by and among Agent, on behalf of itself and Lenders, and each Credit Party _____________ dt 1519225 ; Se Enterprises Se Enterprises Inc ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Credit Agreement: Deutsche Bank Trust Co – from time to time designate in writing (collectively, the "Revolving Loan Account"): (a) the U.S. Revolving Loan: 14 {PAGE} ABA No. 021-001-033 Account Number 502-328-54 Deutsche Bank Trust Co mpany Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number _____________ dt 1391491 ; Royal Bank Royal Bank of Canada ( Regional Banks ) As referenced in this Credit Agreement: Royal Bank of Canada – Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number 1011519 Royal Bank of Canada Toronto, Ontario ACCOUNT NAME: GECCI - Commercial Finance Reference: United Agri Products, Inc. Good funds received by Agents before 2:00 p.m. (New York time) on a Business Day _____________ dt 1454796 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Credit Agreement: UBS SECURITIES LLC – a Lender and GE CANADA FINANCE INC. as Canadian Agent and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and GECC CAPITAL MARKETS GROUP, INC. as Co-Lead Arranger and UBS SECURITIES LLC as Co-Lead Arranger ================================================================================ {PAGE} TABLE OF CONTENTS ----------------- SECTION 1. AMOUNTS AND TERMS OF LOANS.........................................2 1.1 Loans..............................................................2 1.2 Interest and Applicable Margins....................................8 1.3 _____________ UBS Securities LLC – 34 {PAGE} (c) unsecured Indebtedness of U.S. Borrower and the Guarantors under the Bridge Loan Agreement ("Bridge Loan Agreement") dated as of the Closing Date among U.S. Borrower, UBS Securities LLC , as Arranger, UBS AG, Stamford Branch as Administrative Agent and the other parties thereto, in an aggregate principal amount of up to $225,000,000 plus additional principal amounts _____________ UBS Securities LLC – loans made pursuant to that certain Bridge Loan Agreement, dated as of the Closing Date, among the U.S. Borrower, certain guarantors, the lenders from time to time party thereto, UBS Securities LLC , as arranger, and UBS AG, Stamford Branch, as administrative agent, and each of the "Exchange Notes" as defined in such agreement. "Settlement Date" has the meaning ascribed to it _____________ dt 1421097
$99	Preview Subscribers	2002	Credit Agreement Credit Agreement (719K) Doc #1859370: Click preview link for longer preview. [SWIFT & COMPANY LOGO] $550,000,000 CREDIT AGREEMENT DATED AS OF SEPTEMBER 19, 2002 AMONG SWIFT & COMPANY S&C AUSTRALIA HOLDCO PTY. LTD. (ACN: 101 767 851) AUSTRALIA MEAT HOLDINGS PTY. LIMITED (ACN: 011 062 338) AS BORROWERS . . . 1859370	ConAgra Foods ConAgra Foods, Inc. ( Food Processing ) As referenced in this Credit Agreement: ConAgra Foods, Inc – for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing, but shall not include any evidence of the Obligations. "Seller" means ConAgra Foods, Inc ., a Delaware corporation. "Seller Letter" means the letter, dated September 3, 2002, from the Seller to the Arrangers, accepted by Acquisition Co. and the Arrangers on September 3, 2002 _____________ dt 1390287 ; Citibank Citibank, NA As referenced in this Credit Agreement: Citibank, N.A. – economic and voting rights associated with all of the outstanding Stock of the Company. "Change of Law" has the meaning specified in Section 2.14(c) (Increased Costs). "Citibank" means Citibank, N.A. , a national banking association. "Citibank Australia" means Citibank, N.A. (Sydney Branch). "Citicorp" has the meaning specified in the preamble to this Agreement. "Citisecurities" has the meaning specified in _____________ Citibank, N.A. – Stock of the Company. "Change of Law" has the meaning specified in Section 2.14(c) (Increased Costs). "Citibank" means Citibank, N.A., a national banking association. "Citibank Australia" means Citibank, N.A. (Sydney Branch). "Citicorp" has the meaning specified in the preamble to this Agreement. "Citisecurities" has the meaning specified in the preamble to this Agreement. "Closing Date" means the first _____________ CITIBANK, N.A. – Office; (c) if to any Australian Dollar Lender, at its Australian Lending Office; (d) if to any Issuer, at its Applicable Lending Office; and (e) if to the Australian Agent: CITIBANK, N.A. (SYDNEY BRANCH) Level 25 2 Park Street Sydney NSW 2000 Attention: Michael Reid Telecopy no: 011-612-8225-5111 E-Mail Address: michael.reid@citi.com.au with a _____________ CITIBANK, N.A. – 3 INC., as Holdings By: --------------------------------- Name: Title: [SIGNATURE PAGE TO SWIFT & COMPANY CREDIT AGREEMENT] {PAGE} CITICORP USA, INC., as Administrative Agent By: /s/ THOMAS HALSCH --------------------------------------- Name: Thomas Halsch Title: Director CITIBANK, N.A. , as Issuer By: /s/ THOMAS HALSCH --------------------------------------- Name: Thomas Halsch Title: Director CITICORP NORTH AMERICA, INC., ` as Swing Loan Lender and Lender By: /s/ THOMAS HALSCH --------------------------------------- Name: Thomas Halsch Title: _____________ CITIBANK, N.A. – Halsch Title: Director CITICORP NORTH AMERICA, INC., ` as Swing Loan Lender and Lender By: /s/ THOMAS HALSCH --------------------------------------- Name: Thomas Halsch Title: Director [SIGNATURE PAGE TO SWIFT & COMPANY CREDIT AGREEMENT] {PAGE} CITIBANK, N.A. (SYDNEY BRANCH) as Australian Dollar Lender By: /s/ DAVID MCCOMBE By: /s/ MICHAEL REID --------------------------------- --------------------------------- Name: David McCombe Name: Michael Reid Title: Attorney for Citibank, N.A. Title: Attorney for _____________ dt 1480818 ; Citicorp Citicorp North America, Inc. As referenced in this Credit Agreement: CITICORP NORTH AMERICA, INC – PAGE} CITICORP USA, INC., as Administrative Agent By: /s/ THOMAS HALSCH --------------------------------------- Name: Thomas Halsch Title: Director CITIBANK, N.A., as Issuer By: /s/ THOMAS HALSCH --------------------------------------- Name: Thomas Halsch Title: Director CITICORP NORTH AMERICA, INC ., ` as Swing Loan Lender and Lender By: /s/ THOMAS HALSCH --------------------------------------- Name: Thomas Halsch Title: Director [SIGNATURE PAGE TO SWIFT & COMPANY CREDIT AGREEMENT] {PAGE} CITIBANK, N.A. (SYDNEY BRANCH) as _____________ dt 1418470 ;	Citicorp USA Citicorp USA, Inc. As referenced in this Credit Agreement: CITICORP USA, INC – ACN: 101 767 851) AUSTRALIA MEAT HOLDINGS PTY. LIMITED (ACN: 011 062 338) AS BORROWERS S&C HOLDCO 3, INC. AS HOLDINGS AND THE LENDERS AND ISSUERS PARTY HERETO AND CITICORP USA, INC . AS ADMINISTRATIVE AGENT, AUSTRALIAN AGENT AND COLLATERAL AGENT AND JPMORGAN CHASE BANK AS SYNDICATION AGENT AND CITISECURITIES LIMITED (ACN: 008 489 610) AS AUSTRALIAN COLLATERAL TRUSTEE AND GENERAL ELECTRIC _____________ CITICORP USA, INC – the "Australian Company" and, together with "Australian Holdings", the "Australian Borrowers"), S&C HOLDCO 3, INC., a Delaware corporation ("Holdings"), the Lenders (as defined below), the Issuers (as defined below), CITICORP USA, INC . ("Citicorp"), as administrative and collateral agent for the Lenders and the Issuers (in such capacity, the "Administrative Agent") and as Australian agent for the Lenders and Issuers, JPMORGAN CHASE _____________ CITICORP USA, INC – Sydney, NSW 2000 Attention: Maria Mills Telecopy no: 011-612-8225-5111 E-Mail Address: maria.mills@citicorp.com (g) if to the Administrative Agent or the Swing Loan Lender: CITICORP USA, INC . 388 Greenwich Street, 19th Floor New York, New York 10013 Attention: Thomas Halsch Telecopy no: (212) 816-2613 E-Mail Address: thomas.halsch@citigroup.com with a copy to: _____________ CITICORP USA, INC – LIMITED, as Borrower By: /s/ PETER WHITE --------------------------------- Name: Peter White Title: Attorney S&C HOLDCO 3 INC., as Holdings By: --------------------------------- Name: Title: [SIGNATURE PAGE TO SWIFT & COMPANY CREDIT AGREEMENT] {PAGE} CITICORP USA, INC ., as Administrative Agent By: /s/ THOMAS HALSCH --------------------------------------- Name: Thomas Halsch Title: Director CITIBANK, N.A., as Issuer By: /s/ THOMAS HALSCH --------------------------------------- Name: Thomas Halsch Title: Director CITICORP NORTH AMERICA, _____________ dt 1368532 ; CCR-B Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. As referenced in this Credit Agreement: COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – AGENT AND JPMORGAN CHASE BANK AS SYNDICATION AGENT AND CITISECURITIES LIMITED (ACN: 008 489 610) AS AUSTRALIAN COLLATERAL TRUSTEE AND GENERAL ELECTRIC CAPITAL CORPORATION, U.S. BANK NATIONAL ASSOCIATION AND COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH AS CO-DOCUMENTATION AGENTS SALOMON SMITH BARNEY INC. AND J.P. MORGAN SECURITIES INC. AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS WEIL, _____________ COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – for the Lenders and Issuers (in such capacity, the "Australian Collateral Trustee") and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("GECC"), U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), and COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH ("Rabobank"), each as co-documentation agent for the Lenders and Issuers (each, in such capacity, a "Documentation Agent"). WITNESSETH: WHEREAS, the Borrowers _____________ dt 1398134 ; More...
$62	Preview Subscribers	2004	Credit Agreement Credit Agreement (546K) Doc #1862965: Click preview link for longer preview. CREDIT AGREEMENT DATED AS OF NOVEMBER 24, 2003 by and among UNITED AGRI PRODUCTS, INC. and UNITED AGRI PRODUCTS CANADA INC. as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL CORPORATION . . . 1862965	ConAgra Foods ConAgra Foods, Inc. ( Food Processing ) As referenced in this Credit Agreement: ConAgra Foods, Inc – Acquisition Projections" has the meaning ascribed to it in Section 3.6. "Acquisition Agreement" means that certain Stock Purchase Agreement dated as of October 29, 2003 by and among Holdings, ConAgra Foods, Inc . and UAP. "Acquisition Co." means UAP Acquisition Corp., a Delaware corporation. "Advances" means any U.S. Revolving Credit Advance (including In-Season Overadvances), Canadian Revolving Credit Advance or Swing _____________ ConAgra Foods, Inc – or indirectly owns more than 5% of any class of the capital stock of Holdings and any officer or director of the Borrower or any such Person. Notwithstanding the foregoing, ConAgra Foods, Inc ., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc., does not own at _____________ ConAgra Foods, Inc – such Person. Notwithstanding the foregoing, ConAgra Foods, Inc., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc ., does not own at any time an aggregate amount greater than 15% of the outstanding capital stock of UAP entitled to vote in the election of directors. For the _____________ ConAgra Foods, Inc – conjunction with the disposition of fixed assets and all securities), (vi) any costs (including, without limitation, severance costs) incurred in the transition of Borrowers and their Subsidiaries from Subsidiaries of ConAgra Foods, Inc . to independent operating companies, (vii) any accruals, reserves, and income adjustments required under GAAP during the first twelve months following the Acquisition, (viii) expenses and adjustments related to the _____________ ConAgra Foods, Inc – s limited preemptive rights, the Indemnification Agreement, Fertilizer Supply Agreement, International Supply Agreement, Buyer Release, and Seller Release) to pay Supplier Rebates or estimated or final purchase price adjustments to ConAgra Foods, Inc . or any of its Affiliates, (ii) advances to U.S. Borrower, Canadian Borrower or any of their respective Subsidiaries by their respective customers in the ordinary course of business _____________ dt 1390292 ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – in accordance with this Agreement. "Revolving Notes" has the meaning ascribed to it in Section 1.1(a). "S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc . A-34 {PAGE} "Security Agreement" means the Security Agreement of even date herewith entered into by and among Agent, on behalf of itself and Lenders, and each Credit Party _____________ dt 1519240 ; Pueblo Chemical & Supply Pueblo Chemical & Supply Co ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Credit Agreement: Deutsche Bank Trust Co – from time to time designate in writing (collectively, the "Revolving Loan Account"): (a) the U.S. Revolving Loan: 14 {PAGE} ABA No. 021-001-033 Account Number 502-328-54 Deutsche Bank Trust Co mpany Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number _____________ dt 1391507 ; Royal Bank Royal Bank of Canada ( Regional Banks ) As referenced in this Credit Agreement: Royal Bank of Canada – Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number 1011519 Royal Bank of Canada Toronto, Ontario ACCOUNT NAME: GECCI - Commercial Finance Reference: United Agri Products, Inc. Good funds received by Agents before 2:00 p.m. (New York time) on a Business Day _____________ dt 1454799 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Credit Agreement: UBS SECURITIES LLC – a Lender and GE CANADA FINANCE INC. as Canadian Agent and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and GECC CAPITAL MARKETS GROUP, INC. as Co-Lead Arranger and UBS SECURITIES LLC as Co-Lead Arranger ================================================================================ {PAGE} TABLE OF CONTENTS ----------------- SECTION 1. AMOUNTS AND TERMS OF LOANS.........................................2 1.1 Loans..............................................................2 1.2 Interest and Applicable Margins....................................8 1.3 _____________ UBS Securities LLC – 34 {PAGE} (c) unsecured Indebtedness of U.S. Borrower and the Guarantors under the Bridge Loan Agreement ("Bridge Loan Agreement") dated as of the Closing Date among U.S. Borrower, UBS Securities LLC , as Arranger, UBS AG, Stamford Branch as Administrative Agent and the other parties thereto, in an aggregate principal amount of up to $225,000,000 plus additional principal amounts _____________ UBS Securities LLC – loans made pursuant to that certain Bridge Loan Agreement, dated as of the Closing Date, among the U.S. Borrower, certain guarantors, the lenders from time to time party thereto, UBS Securities LLC , as arranger, and UBS AG, Stamford Branch, as administrative agent, and each of the "Exchange Notes" as defined in such agreement. "Settlement Date" has the meaning ascribed to it _____________ dt 1421104
$99	Preview Subscribers	2004	Credit Agreement Credit Agreement (546K) Doc #1937585: Click preview link for longer preview. CREDIT AGREEMENT DATED AS OF NOVEMBER 24, 2003 by and among UNITED AGRI PRODUCTS, INC. and UNITED AGRI PRODUCTS CANADA INC. as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL CORPORATION . . . 1937585	ConAgra Foods ConAgra Foods, Inc. ( Food Processing ) As referenced in this Credit Agreement: ConAgra Foods, Inc – Acquisition Projections" has the meaning ascribed to it in Section 3.6. "Acquisition Agreement" means that certain Stock Purchase Agreement dated as of October 29, 2003 by and among Holdings, ConAgra Foods, Inc . and UAP. "Acquisition Co." means UAP Acquisition Corp., a Delaware corporation. "Advances" means any U.S. Revolving Credit Advance (including In-Season Overadvances), Canadian Revolving Credit Advance or Swing _____________ ConAgra Foods, Inc – or indirectly owns more than 5% of any class of the capital stock of Holdings and any officer or director of the Borrower or any such Person. Notwithstanding the foregoing, ConAgra Foods, Inc ., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc., does not own at _____________ ConAgra Foods, Inc – such Person. Notwithstanding the foregoing, ConAgra Foods, Inc., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc ., does not own at any time an aggregate amount greater than 15% of the outstanding capital stock of UAP entitled to vote in the election of directors. For the _____________ ConAgra Foods, Inc – conjunction with the disposition of fixed assets and all securities), (vi) any costs (including, without limitation, severance costs) incurred in the transition of Borrowers and their Subsidiaries from Subsidiaries of ConAgra Foods, Inc . to independent operating companies, (vii) any accruals, reserves, and income adjustments required under GAAP during the first twelve months following the Acquisition, (viii) expenses and adjustments related to the _____________ ConAgra Foods, Inc – s limited preemptive rights, the Indemnification Agreement, Fertilizer Supply Agreement, International Supply Agreement, Buyer Release, and Seller Release) to pay Supplier Rebates or estimated or final purchase price adjustments to ConAgra Foods, Inc . or any of its Affiliates, (ii) advances to U.S. Borrower, Canadian Borrower or any of their respective Subsidiaries by their respective customers in the ordinary course of business _____________ dt 1390296 ; GAC 26 Inc GAC 26 Inc ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – in accordance with this Agreement. "Revolving Notes" has the meaning ascribed to it in Section 1.1(a). "S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc . A-34 {PAGE} "Security Agreement" means the Security Agreement of even date herewith entered into by and among Agent, on behalf of itself and Lenders, and each Credit Party _____________ dt 1519453 ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Credit Agreement: Deutsche Bank Trust Co – from time to time designate in writing (collectively, the "Revolving Loan Account"): (a) the U.S. Revolving Loan: 14 {PAGE} ABA No. 021-001-033 Account Number 502-328-54 Deutsche Bank Trust Co mpany Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number _____________ dt 1391625 ; Royal Bank Royal Bank of Canada ( Regional Banks ) As referenced in this Credit Agreement: Royal Bank of Canada – Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number 1011519 Royal Bank of Canada Toronto, Ontario ACCOUNT NAME: GECCI - Commercial Finance Reference: United Agri Products, Inc. Good funds received by Agents before 2:00 p.m. (New York time) on a Business Day _____________ dt 1454836 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Credit Agreement: UBS SECURITIES LLC – a Lender and GE CANADA FINANCE INC. as Canadian Agent and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and GECC CAPITAL MARKETS GROUP, INC. as Co-Lead Arranger and UBS SECURITIES LLC as Co-Lead Arranger ================================================================================ {PAGE} TABLE OF CONTENTS ----------------- SECTION 1. AMOUNTS AND TERMS OF LOANS.........................................2 1.1 Loans..............................................................2 1.2 Interest and Applicable Margins....................................8 1.3 _____________ UBS Securities LLC – 34 {PAGE} (c) unsecured Indebtedness of U.S. Borrower and the Guarantors under the Bridge Loan Agreement ("Bridge Loan Agreement") dated as of the Closing Date among U.S. Borrower, UBS Securities LLC , as Arranger, UBS AG, Stamford Branch as Administrative Agent and the other parties thereto, in an aggregate principal amount of up to $225,000,000 plus additional principal amounts _____________ UBS Securities LLC – loans made pursuant to that certain Bridge Loan Agreement, dated as of the Closing Date, among the U.S. Borrower, certain guarantors, the lenders from time to time party thereto, UBS Securities LLC , as arranger, and UBS AG, Stamford Branch, as administrative agent, and each of the "Exchange Notes" as defined in such agreement. "Settlement Date" has the meaning ascribed to it _____________ dt 1421209
$96	Preview Subscribers	2004	Credit Agreement Credit Agreement (546K) Doc #1938695: Click preview link for longer preview. CREDIT AGREEMENT DATED AS OF NOVEMBER 24, 2003 by and among UNITED AGRI PRODUCTS, INC. and UNITED AGRI PRODUCTS CANADA INC. as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL CORPORATION . . . 1938695	ConAgra Foods ConAgra Foods, Inc. ( Food Processing ) As referenced in this Credit Agreement: ConAgra Foods, Inc – Acquisition Projections" has the meaning ascribed to it in Section 3.6. "Acquisition Agreement" means that certain Stock Purchase Agreement dated as of October 29, 2003 by and among Holdings, ConAgra Foods, Inc . and UAP. "Acquisition Co." means UAP Acquisition Corp., a Delaware corporation. "Advances" means any U.S. Revolving Credit Advance (including In-Season Overadvances), Canadian Revolving Credit Advance or Swing _____________ ConAgra Foods, Inc – or indirectly owns more than 5% of any class of the capital stock of Holdings and any officer or director of the Borrower or any such Person. Notwithstanding the foregoing, ConAgra Foods, Inc ., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc., does not own at _____________ ConAgra Foods, Inc – such Person. Notwithstanding the foregoing, ConAgra Foods, Inc., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc ., does not own at any time an aggregate amount greater than 15% of the outstanding capital stock of UAP entitled to vote in the election of directors. For the _____________ ConAgra Foods, Inc – conjunction with the disposition of fixed assets and all securities), (vi) any costs (including, without limitation, severance costs) incurred in the transition of Borrowers and their Subsidiaries from Subsidiaries of ConAgra Foods, Inc . to independent operating companies, (vii) any accruals, reserves, and income adjustments required under GAAP during the first twelve months following the Acquisition, (viii) expenses and adjustments related to the _____________ ConAgra Foods, Inc – s limited preemptive rights, the Indemnification Agreement, Fertilizer Supply Agreement, International Supply Agreement, Buyer Release, and Seller Release) to pay Supplier Rebates or estimated or final purchase price adjustments to ConAgra Foods, Inc . or any of its Affiliates, (ii) advances to U.S. Borrower, Canadian Borrower or any of their respective Subsidiaries by their respective customers in the ordinary course of business _____________ dt 1390298 ; Haco Inc Haco Inc ; McGraw-Hill Companies McGraw-Hill Companies Inc. ( Printing & Publishing ) As referenced in this Credit Agreement: McGraw-Hill Companies, Inc – in accordance with this Agreement. "Revolving Notes" has the meaning ascribed to it in Section 1.1(a). "S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc . A-34 {PAGE} "Security Agreement" means the Security Agreement of even date herewith entered into by and among Agent, on behalf of itself and Lenders, and each Credit Party _____________ dt 1519455 ;	DB Trust Deutsche Bank Trust Company Americas ( Financial ) As referenced in this Credit Agreement: Deutsche Bank Trust Co – from time to time designate in writing (collectively, the "Revolving Loan Account"): (a) the U.S. Revolving Loan: 14 {PAGE} ABA No. 021-001-033 Account Number 502-328-54 Deutsche Bank Trust Co mpany Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number _____________ dt 1391626 ; Royal Bank Royal Bank of Canada ( Regional Banks ) As referenced in this Credit Agreement: Royal Bank of Canada – Americas Jersey City, New Jersey ACCOUNT NAME: GECC/CAF DEPOSITORY Reference: CFN 5339 (b) with respect to the Canadian Revolving Loan: Transit Number 00002 Bank Number 003 Account Number 1011519 Royal Bank of Canada Toronto, Ontario ACCOUNT NAME: GECCI - Commercial Finance Reference: United Agri Products, Inc. Good funds received by Agents before 2:00 p.m. (New York time) on a Business Day _____________ dt 1454837 ; UBS Securities UBS Securities LLC ( Financial ) As referenced in this Credit Agreement: UBS SECURITIES LLC – a Lender and GE CANADA FINANCE INC. as Canadian Agent and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders and GECC CAPITAL MARKETS GROUP, INC. as Co-Lead Arranger and UBS SECURITIES LLC as Co-Lead Arranger ================================================================================ {PAGE} TABLE OF CONTENTS ----------------- SECTION 1. AMOUNTS AND TERMS OF LOANS.........................................2 1.1 Loans..............................................................2 1.2 Interest and Applicable Margins....................................8 1.3 _____________ UBS Securities LLC – 34 {PAGE} (c) unsecured Indebtedness of U.S. Borrower and the Guarantors under the Bridge Loan Agreement ("Bridge Loan Agreement") dated as of the Closing Date among U.S. Borrower, UBS Securities LLC , as Arranger, UBS AG, Stamford Branch as Administrative Agent and the other parties thereto, in an aggregate principal amount of up to $225,000,000 plus additional principal amounts _____________ UBS Securities LLC – loans made pursuant to that certain Bridge Loan Agreement, dated as of the Closing Date, among the U.S. Borrower, certain guarantors, the lenders from time to time party thereto, UBS Securities LLC , as arranger, and UBS AG, Stamford Branch, as administrative agent, and each of the "Exchange Notes" as defined in such agreement. "Settlement Date" has the meaning ascribed to it _____________ dt 1421211
$99	Preview Subscribers	2004	Credit Agreement Credit Agreement (546K) Doc #1945800: Click preview link for longer preview. CREDIT AGREEMENT DATED AS OF NOVEMBER 24, 2003 by and among UNITED AGRI PRODUCTS, INC. and UNITED AGRI PRODUCTS CANADA INC. as Borrowers and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES and GENERAL ELECTRIC CAPITAL CORPORATION . . . 1945800	ConAgra Foods ConAgra Foods, Inc. ( Food Processing ) As referenced in this Credit Agreement: ConAgra Foods, Inc – Acquisition Projections" has the meaning ascribed to it in Section 3.6. "Acquisition Agreement" means that certain Stock Purchase Agreement dated as of October 29, 2003 by and among Holdings, ConAgra Foods, Inc . and UAP. "Acquisition Co." means UAP Acquisition Corp., a Delaware corporation. "Advances" means any U.S. Revolving Credit Advance (including In-Season Overadvances), Canadian Revolving Credit Advance or Swing _____________ ConAgra Foods, Inc – or indirectly owns more than 5% of any class of the capital stock of Holdings and any officer or director of the Borrower or any such Person. Notwithstanding the foregoing, ConAgra Foods, Inc ., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc., does not own at _____________ ConAgra Foods, Inc – such Person. Notwithstanding the foregoing, ConAgra Foods, Inc., shall not be deemed to be an Affiliate of any Credit Party or any Subsidiary of a Credit Party so long as ConAgra Foods, Inc ., does not own at any time an aggregate amount greater than 15% of the outstanding capital stock of UAP entitled to vote in the election of directors. For the _____________ ConAgra Foods, Inc – conjunction with the disposition of fixed assets and all securities), (vi) any costs (including, without limitation, severance costs) incurred in the transition of Borrowers and their Subsidiaries from Subsidiaries of ConAgra Foods, Inc . to independent operating companies, (vii) any accruals, reserves, and income adjustments required under GAAP during the first twelve months following the Acquisition, (viii) expenses and adjustments related to the _____________ ConAgra Foods, Inc – s limited preemptive rights, the Indemnification Agreement, Fertilizer Supply Agreement, International Supply Agreement, Buyer Release, and Seller Release) to pay Supplier Rebates or estimated or final purchase price adjustments to ConAgra Foods, Inc . or any of its Affiliates, (ii) advances to U.S. Borrower, Canadian Borrower or any of their respective Subsidiaries by their respective customers in the ordinary course of business _____________ dt 1390300 ;