United Agri Products Tenders for Senior Notes

GREELEY - May 10/04 - SNS -- United Agri Products, Inc. is offering to buy any and all of its outstanding $225,000,000 principal amount of 8 1/4% Senior Notes due 2011 (the "8 1/4% Notes").

The total consideration to be paid for tendered and accepted 8 1/4% Notes is a blended price based on $1,082.50; and the present value of future cash flows up to and including December 15, 2007, based on the assumption that the 8 1/4% Notes will be redeemed in full at $1,041.25 per principal amount on such date, discounted at a rate equal to 137.5 basis points over the yield to maturity on the 3.00% U.S. Treasury Note due November 15, 2007.

UBS Investment Bank, the dealer manager for the tender offer and consent solicitation, has calculated that the yield to maturity on the 8 1/4% Note Reference Security as of 2:00 p.m., New York City time, on May 7, 2004 was 3.438%.

Based on an assumed payment date of May 28, 2004, the Total 8 1/4% Note Consideration to be paid for each $1,000 principal amount of tendered and accepted 8 1/4% Notes would be $1,123.56, of which $20.00 is a consent payment payable only to holders who validly tender the Notes and deliver consents by 5:00 p.m., New York City Time, on May 10, 2004, unless extended.

The company said the tender offer will expire at 9:00 a.m., New York City Time, on May 24, 2004, "unless extended or earlier terminated. In the event that the Expiration Date is extended, new pricing terms may be determined."