Common use of Management Consulting Services Clause in Contracts

Management Consulting Services. (a) Apollo shall advise the Company (and after the Merger, the Surviving Corporation) concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company, the Surviving Corporation and their subsidiaries and affiliates, in each case as the Company (or after the Merger, the Surviving Corporation) shall reasonably and specifically request by way of written notice to Apollo, which notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. Apollo shall devote such time to any such written request as Apollo shall deem, in its discretion, necessary. Such consulting services, in Apollo’s discretion, shall be rendered in person or by telephone or other communication. Apollo shall have no obligation to the Company or the Surviving Corporation as to the manner and time of rendering its services hereunder, and neither the Company nor the Surviving Corporation shall have any right to dictate or direct the details of the services rendered hereunder. (b) The Company (on behalf of itself and the Surviving Corporation) acknowledges and agrees that Apollo (i) has structured the acquisition and the other transactions (including without limitation the Merger) contemplated by the Stock Purchase Agreement dated as of October 29, 2003 by and among ConAgra Foods, Inc., a Delaware corporation, UAP and UAP Holding Corp., a Delaware corporation (“Holding”), as amended (the “Purchase Agreement”), (ii) has arranged for financing in connection with the acquisition and the Merger, and (iii) has provided other services in connection with the transactions contemplated by the Purchase Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). Apollo agrees to continue to provide services to the Company (and, after the Merger, the Surviving Corporation) in connection with the consummation of the transactions contemplated by the Purchase Agreement and each of the documents referred to therein. (c) Apollo shall perform all services to be provided hereunder as an independent contractor to the Company (and, after the Merger, the Surviving Corporation) and not as an employee, agent or representative of the Company or the Surviving Corporation. Apollo shall have no authority to act for or to bind the Company or the Surviving Corporation, without its prior written consent. (d) This Agreement shall in no way prohibit Apollo or any of its partners or Affiliates or any director, officer, partner or employee of Apollo or any of its partners or Affiliates from engaging in other activities, whether or not competitive with any business of the Company, the Surviving Corporation or any of their respective subsidiaries or affiliates.

Management Consulting Services. (a) Apollo shall advise During the Term, the Consultant agrees to perform such reasonable consulting, management and advisory services for Parent, the Company and/or their subsidiaries as the Company may reasonably request from time to time, which services may include: (and after i) strategic planning services, (ii) meetings with the MergerCompany’s officers, the Surviving Corporation) concerning such management matters that relate to proposed financial transactions, acquisitions managers and other senior management matters related to the businesspersonnel regarding operations and productivity, administration and policies (iii) development of organizational structure, (iv) assistance with recruitment of personnel, (v) reviewing financial aspects of the Company’s businesses, the Surviving Corporation including financial analysis, projections and their subsidiaries budgeting, (vi) negotiation of terms of financing arrangements, and affiliates, in each case as the Company (or after the Merger, the Surviving Corporationvii) shall reasonably and specifically request by way of written notice to Apollo, which notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such servicesinternal legal consulting. Apollo The Consultant shall devote such time and efforts to any such written request providing the services as Apollo the Consultant shall deem, in its discretion, necessarynecessary or appropriate. Such consulting The services, in Apollothe Consultant’s discretion, shall be rendered in person or by telephone or other communication. Apollo Except as otherwise expressly agreed to, the Consultant shall have no obligation to the Company or the Surviving Corporation as to the manner and time of rendering its services hereunderhereunder and shall have no obligation to devote a minimum number of hours on a weekly, monthly, annual or other basis, and neither the Company nor the Surviving Corporation shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company (on behalf of itself shall furnish to the Consultant such information as it reasonably believes is appropriate to permit the Consultant to provide the services contemplated by Section 3(a) hereof to the Company and its subsidiaries; provided, however, that the Surviving Corporation) Company hereby acknowledges and agrees that Apollo (i) the Consultant will use and rely on such information in providing such services and (ii) the Consultant does not assume responsibility for the accuracy or completeness of such information. (c) The parties hereby acknowledge and agree that the Consultant has structured the acquisition and the other transactions (including without limitation the Merger) Transaction contemplated by the Stock Purchase Agreement dated as of October 29, 2003 by and among ConAgra Foods, Inc., a Delaware corporation, UAP and UAP Holding Corp., a Delaware corporation (“Holding”), as amended (the “Purchase Agreement”), (ii) has arranged for financing in connection with the acquisition EPA and the Merger, and (iii) has provided other services in connection with the transactions contemplated by the Purchase Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). Apollo Consultant agrees to continue to provide services to Parent, the Company (and, after the Merger, the Surviving Corporation) and/or their subsidiaries in connection with the consummation of Transaction, to the transactions contemplated extent reasonably requested by the Purchase Agreement and each of the documents referred to thereinCompany. (cd) Apollo The Consultant shall perform all services to be provided to Parent, the Company and/or their subsidiaries hereunder as an independent contractor to Parent, the Company (and, after the Merger, the Surviving Corporation) and/or their subsidiaries and not as an employee, agent or representative of Parent, the Company or the Surviving Corporationtheir subsidiaries. Apollo The Consultant shall have no authority to act for or to bind Parent, the Company or any of their subsidiaries while acting in its capacity as advisor to the Surviving Corporation, Company under this Agreement without its the Company’s prior written consent. Any advice or opinions provided by a Consultant or its affiliates to Parent, the Company and/or any of their subsidiaries may not be disclosed or referred to publicly or to any third party (other than to the Company’s affiliates and to the Company’s legal, tax, financial or other advisors), except in accordance with the Consultant’s prior written consent or if required by law. (de) This Agreement shall in no way prohibit Apollo the Consultant, its affiliates, or any of its partners or Affiliates its affiliates’ limited partners, general partners, directors, managers, shareholders, members, officers, employees, agents, investment advisors, representatives or any directorlegal, officeraccounting or other professional advisors (collectively, partner or employee of Apollo or any of its partners or Affiliates “Representatives”) from engaging in other activities, whether or not competitive with any business of the Company, the Surviving Corporation Company or any of their respective subsidiaries or affiliatesits subsidiaries. The Company acknowledges that the Consultant’s services pursuant to this Agreement are not exclusive to the Company and that the Consultant will render similar services to other persons and entities.

Management Consulting Services. (a) Apollo shall advise the Company (and after the Merger, the Surviving Corporation) concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company, the Surviving Corporation Company and their its subsidiaries and affiliates, in each case as the Company (or after the Merger, the Surviving Corporation) shall reasonably and specifically request by way of written notice to Apollo, which notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. Apollo shall devote such time to any such written request as Apollo shall deem, in its discretion, necessary. Such consulting services, in Apollo’s 's discretion, shall be rendered in person or by telephone or other communication. Apollo shall have no obligation to the Company or the Surviving Corporation as to the manner and time of rendering its services hereunder, and neither the Company nor the Surviving Corporation shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company (on behalf of itself and the Surviving Corporation) acknowledges and agrees that Apollo (i) has structured the acquisition recapitalization and the other transactions (including without limitation the Merger) contemplated by the Stock Purchase Master Sale Agreement dated as of October 29July 10, 2003 by and among ConAgra Foods, Inc., a Delaware corporation, UAP and UAP Holding Corp., a Delaware corporation (“Holding”)2000, as amended (the “Purchase Agreement”"MSA"), among --- Shell Oil Company, Shell Epoxy Resins Inc., and the Company, (ii) has arranged for financing in connection with the acquisition and the Mergerrecapitalization, and (iii) has provided other services in connection with the transactions contemplated by the Purchase Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)MSA. Apollo agrees to continue to provide services to the Company (and, after the Merger, the Surviving Corporation) in connection with the consummation of the transactions contemplated by the Purchase Agreement MSA and each of the documents referred to therein. (c) Apollo shall perform all services to be provided hereunder as an independent contractor to the Company (and, after the Merger, the Surviving Corporation) and not as an employee, agent or representative of the Company or the Surviving CorporationCompany. Apollo shall have no authority to act for or to bind the Company or the Surviving CorporationCompany, without its prior written consent. (d) This Agreement shall in no way prohibit Apollo or any of its partners or Affiliates or any director, officer, partner or employee of Apollo or any of its partners or Affiliates from engaging in other activities, whether or not competitive with any business of the Company, the Surviving Corporation Company or any of their its respective subsidiaries or affiliates.

Management Consulting Services. (a) Apollo shall advise the Company (and after the Merger, the Surviving Corporation) Rexnord Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, financial oversight, administration and policies of the Company, the Surviving Corporation and their subsidiaries and affiliatesRexnord Group, in each case as the Company (or after the Merger, the Surviving Corporation) Rexnord shall reasonably and specifically request by way of written notice to Apollo, which written notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. In addition, the Rexnord Group shall promptly provide any additional materials that Apollo may reasonably request in connection with the provision of services by Apollo pursuant to the terms of this Agreement. Apollo shall devote such time to any such written request as Apollo shall deem, in its discretion, necessary. Such consulting services, in Apollo’s discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, Apollo shall have no obligation to the Company or the Surviving Corporation Rexnord Group as to the manner and time of rendering its services hereunder, and neither the Company nor the Surviving Corporation Rexnord Group shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company (on behalf of itself and the Surviving Corporation) In addition, Rexnord acknowledges and agrees that Apollo (i) has structured the acquisition and the other transactions (including without limitation the Merger) contemplated by that certain Agreement and Plan of Merger (the Stock Purchase Agreement “Merger Agreement”), dated as of October 29May 24, 2003 2006, by and among ConAgra FoodsChase Acquisition I, Inc., a Delaware corporationChase Merger Sub, UAP Inc., RBS Global, Inc. and UAP Holding Corp.TC Group, a Delaware corporation (“Holding”), as amended (the “Purchase Agreement”)L.L.C., (ii) has arranged for financing for the Rexnord Group in connection with the acquisition and transactions contemplated by the MergerMerger Agreement, and (iii) has provided other services to the Rexnord Group in connection with the transactions contemplated by the Purchase Merger Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). Apollo agrees to continue to provide services to the Company (and, after the Merger, the Surviving Corporation) Rexnord Group in connection with the consummation of the transactions contemplated by the Purchase Agreement and each of the documents referred to thereinMerger Agreement. (c) Apollo shall perform all services to be provided to the Rexnord Group hereunder as an independent contractor to the Company (and, after the Merger, the Surviving Corporation) Rexnord Group and not as an employee, agent or representative of any member of the Company or the Surviving CorporationRexnord Group. Apollo shall have no authority to act for or to bind any member of the Company or Rexnord Group while acting in its capacity as an advisor to the Surviving Corporation, Rexnord Group under this Agreement without its Rexnord’s prior written consent. (d) This Agreement shall in no way prohibit Apollo Apollo, its affiliates, or any of its partners or Affiliates its affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, advisors or any director, officer, partner or employee of Apollo or any of its partners or Affiliates representatives from engaging in other activities, whether or not competitive with any business of any member of the Company, the Surviving Corporation or any of their respective subsidiaries or affiliatesRexnord Group.

Management Consulting Services. (a) Apollo shall advise the Company (and after the Merger, the Surviving Corporation) Company's subsidiaries concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company, the Surviving Corporation Company and their its subsidiaries and affiliates, in each case as the Company (or after the Merger, the Surviving Corporation) shall reasonably and specifically request by way of written notice to Apollo, which notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. Apollo shall devote such time to any such written request as Apollo shall deem, in its discretion, necessary. Such consulting services, in Apollo’s 's discretion, shall be rendered in person or by telephone or other communication. Apollo shall have no obligation to the Company or the Surviving Corporation and its subsidiaries as to the manner and time of rendering its services hereunder, and neither the Company nor the Surviving Corporation and its subsidiaries shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company (on behalf of itself and the Surviving Corporation) acknowledges and agrees that Apollo (i) has structured the acquisition and the other transactions (including without limitation the Merger) contemplated by that certain Agreement and Plan of Merger (the Stock Purchase Agreement "Merger Agreement"), dated as of October 2913, 2003 2001, by and among ConAgra FoodsIMC Global, ---------------- Inc., a Delaware corporationcorporation ("Seller"), UAP Salt Holdings Corporation, a Delaware ------ corporation and UAP Holding a wholly owned subsidiary of Seller, on the one hand, and on the other hand, YBR Holdings LLC, a Delaware limited liability company ("Purchaser") --------- and YBR Acquisition Corp., a Delaware corporation (“Holding”), as amended (the “Purchase Agreement”)and a wholly owned subsidiary of Purchaser, (ii) has arranged for financing in connection with for the acquisition and the Merger, Company and (iii) has provided other services in connection with the transactions contemplated by the Purchase Merger Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). Apollo agrees to continue to provide services to the Company (and, after the Merger, the Surviving Corporation) and its subsidiaries in connection with the consummation of the transactions contemplated by the Purchase Agreement and each of the documents referred to thereinMerger Agreement. (c) Apollo shall perform all services to be provided hereunder as an independent contractor to the Company (and, after or the Merger, the Surviving CorporationCompany's subsidiaries) and not as an employee, agent or representative of the Company or the Surviving CorporationCompany. Apollo shall have no authority to act for or to bind the Company or the Surviving CorporationCompany, without its prior written consent. (d) This Agreement shall in no way prohibit Apollo or any of its partners or Affiliates affiliates or any director, officer, partner or employee of Apollo or any of its partners or Affiliates affiliates from engaging in other activities, whether or not competitive with any business of the Company, the Surviving Corporation Company or any of their its respective subsidiaries or affiliates.

Management Consulting Services. (a) Apollo shall advise the Company (and after the Merger, the Surviving Corporation) Rexnord Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, financial oversight, administration and policies of the Company, the Surviving Corporation and their subsidiaries and affiliatesRexnord Group, in each case as the Company (or after the Merger, the Surviving Corporation) Rexnord shall reasonably and specifically request by way of written notice to Apollo, which written notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. In addition, the Rexnord Group shall promptly provide any additional materials that Apollo may reasonably request in connection with the provision of services by Apollo pursuant to the terms of this Agreement. Apollo shall devote such time to any such written request as Apollo shall deem, in its discretion, necessary. Such consulting services, in Apollo’s discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, Apollo shall have no obligation to the Company or the Surviving Corporation Rexnord Group as to the manner and time of rendering its services hereunder, and neither the Company nor the Surviving Corporation Rexnord Group shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company (on behalf of itself and the Surviving Corporation) In addition, Rexnord acknowledges and agrees that Apollo (i) has structured the acquisition and the other transactions (including without limitation the Merger) contemplated by each of the Stock Purchase (x) Agreement and Plan of Merger, dated as of October 2911, 2003 2006 (the “Merger Agreement”), by and among ConAgra FoodsJacuzzi Brands, Inc., a Delaware corporation, UAP and UAP Holding Corp., a Delaware corporation Inc. (“HoldingJacuzzi”), Jupiter Acquisition, LLC (“Seller”), and Jupiter Merger Sub, Inc. and (y) Purchase Agreement, dated as amended of October 11, 2006 (the “Purchase Agreement”), between RBS Global, Inc. (an indirect subsidiary of the Company) (“RBS Global”) and Seller (pursuant to which the Rexnord Group has or will have acquired the water management business of Jacuzzi from Seller (the “▇▇▇▇ Acquisition”), (ii) has arranged for financing for the Rexnord Group in connection with the acquisition and the Merger▇▇▇▇ Acquisition, and (iii) has provided other services to the Rexnord Group in connection with the transactions contemplated by the Purchase Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)▇▇▇▇ Acquisition. Apollo agrees to continue to provide services to the Company (and, after the Merger, the Surviving Corporation) Rexnord Group in connection with the consummation of the transactions contemplated by the Purchase Agreement and each of the documents referred to therein▇▇▇▇ Acquisition. (c) Apollo shall perform all services to be provided to the Rexnord Group hereunder as an independent contractor to the Company (and, after the Merger, the Surviving Corporation) Rexnord Group and not as an employee, agent or representative of any member of the Company or the Surviving CorporationRexnord Group. Apollo shall have no authority to act for or to bind any member of the Company or Rexnord Group while acting in its capacity as an advisor to the Surviving Corporation, Rexnord Group under this Agreement without its Rexnord’s prior written consent. (d) This Agreement shall in no way prohibit Apollo Apollo, its affiliates, or any of its partners or Affiliates its affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, advisors or any director, officer, partner or employee of Apollo or any of its partners or Affiliates representatives from engaging in other activities, whether or not competitive with any business of any member of the Company, the Surviving Corporation or any of their respective subsidiaries or affiliatesRexnord Group.

Management Consulting Services. (a) Apollo shall advise the Company (and after the Merger, the Surviving Corporation) Company's subsidiaries concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company, the Surviving Corporation Company and their its subsidiaries and affiliates, in each case as the Company (or after the Merger, the Surviving Corporation) shall reasonably and specifically request by way of written notice to Apollo, which notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. Apollo shall devote such time to any such written request as Apollo shall deem, in its discretion, necessary. Such consulting services, in Apollo’s 's discretion, shall be rendered in person or by telephone or other communication. Apollo shall have no obligation to the Company or the Surviving Corporation and its subsidiaries as to the manner and time of rendering its services hereunder, and neither the Company nor the Surviving Corporation and its subsidiaries shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company (on behalf of itself and the Surviving Corporation) acknowledges and agrees that Apollo (i) has structured the acquisition and the other transactions (including without limitation the Merger) contemplated by that certain Agreement and Plan of Merger (the Stock Purchase Agreement "MERGER AGREEMENT"), dated as of October 2913, 2003 2001, by and among ConAgra FoodsIMC Global, Inc., a Delaware corporationcorporation ("SELLER"), UAP Salt Holdings Corporation, a Delaware corporation and UAP Holding a wholly owned subsidiary of Seller, on the one hand, and on the other hand, YBR Holdings LLC, a Delaware limited liability company ("PURCHASER") and YBR Acquisition Corp., a Delaware corporation (“Holding”), as amended (the “Purchase Agreement”)and a wholly owned subsidiary of Purchaser, (ii) has arranged for financing in connection with for the acquisition and the Merger, Company and (iii) has provided other services in connection with the transactions contemplated by the Purchase Merger Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). Apollo agrees to continue to provide services to the Company (and, after the Merger, the Surviving Corporation) and its subsidiaries in connection with the consummation of the transactions contemplated by the Purchase Agreement and each of the documents referred to thereinMerger Agreement. (c) Apollo shall perform all services to be provided hereunder as an independent contractor to the Company (and, after or the Merger, the Surviving CorporationCompany's subsidiaries) and not as an employee, agent or representative of the Company or the Surviving CorporationCompany. Apollo shall have no authority to act for or to bind the Company or the Surviving CorporationCompany, without its prior written consent. (d) This Agreement shall in no way prohibit Apollo or any of its partners or Affiliates affiliates or any director, officer, partner or employee of Apollo or any of its partners or Affiliates affiliates from engaging in other activities, whether or not competitive with any business of the Company, the Surviving Corporation Company or any of their its respective subsidiaries or affiliates.

Management Consulting Services. (a) Apollo shall advise and assist the Company (and after the Merger, the Surviving Corporation) concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the Company, the Surviving Corporation Company and their its subsidiaries and affiliates, in each case as the Company (or after the Merger, the Surviving Corporation) shall reasonably and specifically request by way of written notice to Apollo, which notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. Apollo shall devote such time to any such written request as Apollo shall deem, in its discretion, necessary. Such consulting services, in Apollo’s 's discretion, shall be rendered in person or by telephone or other communication. Apollo shall have no obligation agrees to perform the services requested by the Company or the Surviving Corporation in a professional manner as to the manner and time of rendering its services hereunder, and neither it shall reasonably determine in order for the Company nor to analyze the Surviving Corporation shall have any right to dictate or direct the details of the matter for which Apollo's services rendered hereunderwere requested. (b) The Company (on behalf of itself and the Surviving Corporation) acknowledges and agrees that Apollo (i) has structured the acquisition recapitalization and the other transactions (including without limitation the Merger) contemplated by the Stock Purchase Agreement and Plan of Merger and Recapitalization, dated as of October 29June 18, 2003 by and among ConAgra Foods, Inc., a Delaware corporation, UAP and UAP Holding Corp., a Delaware corporation (“Holding”)1998, as amended (the “Purchase "Recapitalization Merger Agreement”"), between Wheels MergerCo LLC --------------------------------- and the Company, (ii) has arranged for financing in connection with the acquisition and the Mergerrecapitalization, and (iii) has provided other services in connection with the transactions contemplated by the Purchase Recapitalization Merger Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). Apollo agrees to continue to provide services to the Company (and, after the Merger, the Surviving Corporation) in connection with the consummation of the transactions contemplated by the Purchase Agreement and each of the documents referred to thereinMerger Agreement. (c) Apollo shall perform all services to be provided hereunder as an independent contractor to the Company (and, after the Merger, the Surviving Corporation) and not as an employee, agent or a representative of the Company or the Surviving CorporationCompany. Apollo shall have no authority to act for or to bind the Company or the Surviving CorporationCompany, without its prior written consent. (d) This Agreement shall in no way prohibit Apollo or any of its partners or Affiliates or any director, officer, partner or employee of Apollo or any of its partners or Affiliates from engaging in other activities, whether or not competitive with any business of the Company, the Surviving Corporation Company or any of their its respective subsidiaries or affiliatesAffiliates.

Management Consulting Services. (a) Apollo shall advise the Company (and after the Merger, the Surviving Corporation) G▇▇▇▇▇▇ Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, financial oversight, administration and policies of the Company, the Surviving Corporation and their subsidiaries and affiliatesG▇▇▇▇▇▇ Group, in each case as the Company (or after the Merger, the Surviving Corporation) Goodman shall reasonably and specifically request by way of written notice to Apollo, which notice shall specify the services required of Apollo and shall include all background material necessary for Apollo to complete such services. Apollo shall devote such time to any such written request as Apollo shall deem, in its discretion, necessary. Such consulting services, in Apollo’s discretion, shall be rendered in person or by telephone or other communication. Except as otherwise expressly agreed to, Apollo shall have no obligation to the Company or the Surviving Corporation G▇▇▇▇▇▇ Group as to the manner and time of rendering its services hereunder, and neither the Company nor the Surviving Corporation G▇▇▇▇▇▇ Group shall not have any right to dictate or direct the details of the services rendered hereunder. (b) The Company (on behalf of itself and the Surviving Corporation) In addition, Goodman acknowledges and agrees that Apollo (i) has structured the acquisition and the other transactions (including without limitation the Merger) contemplated by the Stock that certain Asset Purchase Agreement dated as of October 29, 2003 by and among ConAgra Foods, Inc., a Delaware corporation, UAP and UAP Holding Corp., a Delaware corporation (“Holding”), as amended (the “Purchase Agreement”), dated as of November 18, 2004, by and among G▇▇▇▇▇▇ Global Holdings, Inc., a Texas corporation (“Seller”), on the one hand, and on the other hand, G▇▇▇▇▇▇ Global, Inc. (f/k/a Frio Holdings, Inc.), a Delaware corporation, and Goodman, (ii) has arranged for financing for Goodman in connection with the acquisition and transactions contemplated by the MergerPurchase Agreement, and (iii) has provided other services in connection with the transactions contemplated by the Purchase Agreement, including without limitation consulting and other advisory services in connection with a potential offering on or after the date hereof (a “Debt Offering”) by the Company or the Surviving Corporation and/or their subsidiaries or affiliates of debt securities in reliance on Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). Apollo agrees to continue to provide services to the Company (and, after the Merger, the Surviving Corporation) G▇▇▇▇▇▇ Group in connection with the consummation of the transactions contemplated by the Purchase Agreement and each of the documents referred to thereinAgreement. (c) Apollo shall perform all services to be provided hereunder as an independent contractor to the Company (and, after the Merger, the Surviving Corporation) G▇▇▇▇▇▇ Group and not as an employee, agent or representative of any member of the Company or the Surviving CorporationG▇▇▇▇▇▇ Group. Apollo shall have no authority to act for or to bind any member of the Company or the Surviving Corporation, G▇▇▇▇▇▇ Group without its prior written consent. (d) This Agreement shall in no way prohibit Apollo or any of its partners or Affiliates affiliates or any director, officer, partner or employee of Apollo or any of its partners or Affiliates affiliates from engaging in other activities, whether or not competitive with any business of any member of the Company, the Surviving Corporation or any of their respective subsidiaries or affiliatesG▇▇▇▇▇▇ Group.