FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 12, 2006 (this “Amendment”), is granted by Agent, Canadian Agent and the Requisite Lenders set forth on the signature pages attached hereto in connection with that certain Second Amended and Restated Credit Agreement, dated as of June 1, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among UNITED AGRI PRODUCTS, INC., a Delaware corporation (“UAP”), UAP DISTRIBUTION, INC., a Delaware corporation (“UAP Distribution”), LOVELAND PRODUCTS, INC., a Colorado corporation (“Loveland Products” and together with UAP and UAP Distribution are sometimes referred to herein as the “U.S. Borrowers” and individually as a “U.S. Borrower”), UNITED AGRI PRODUCTS CANADA INC., an entity organized under the federal laws of Canada (“Canadian Borrower”) (U.S. Borrowers and Canadian Borrower are sometimes referred to herein as the “Borrowers” and individually as a “Borrower”), the other Credit Parties named therein, the financial institutions that are signatories thereto as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as the initial L/C Issuer and as Agent and GE CANADA FINANCE HOLDING COMPANY, an entity organized under the federal laws of Canada, as Canadian Agent. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in Annex A to the Credit Agreement.

RECITALS

WHEREAS, the Credit Parties have requested that Agent, Canadian Agent and the Requisite Lenders amend certain provisions of the Credit Agreement as herein set forth; and

WHEREAS, Agent, Canadian Agent and the Requisite Lenders are prepared to amend certain provisions of the Credit Agreement, in the manner and on the terms and conditions provided for herein.

NOW THEREFORE, in consideration of the foregoing recitals, mutual agreements contained herein and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. AMENDMENTS.

Subject to the satisfaction of the conditions to effectiveness set forth in Section 2 herein, Agent, Canadian Agent and the Requisite Lenders hereby agree to amend the Credit Agreement as set forth below:

(a) Clauses A, B and E of Section 6.5 of the Credit Agreement are hereby amended and restated to read in their entirety as set forth below:

“(A) all payments representing the proceeds of any sale of, or other realization upon, all or any part of the Collateral consisting of Accounts,

Inventory, General Intangibles (including payment intangibles) related to Accounts or Inventory, cash, Cash Equivalents and all proceeds (including, without limitation, insurance proceeds) thereof (collectively, the “Current Asset Collateral”) shall be applied: first, to all Fees, costs and expenses incurred by or owing to Agent (or, in the case of Canadian Borrower, Canadian Agent) and reimbursable by Credit Parties pursuant to this Agreement or the other Loan Documents (other than Fees, costs and expenses related to the Term Loan and the Fixed Asset Collateral); second, to accrued and unpaid Fees owing to Revolving Lenders and interest on the Obligations relating to the Revolving Loans and on the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations (including any interest which but for the provisions of the Insolvency Laws, would have accrued on such amounts and including Fees and interest with respect to the Overadvance), ratably in proportion to such Fees and interest, as applicable; third, to the principal amount of the Revolving Loans (including the principal balance of Overadvances), the cash collateralization of the Letter of Credit Obligations as set forth above, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, ratably to the aggregate, combined principal balance of the Revolving Loans, Overadvances, the unpaid Swap Related Reimbursement Obligations, the unpaid Hedging Obligations and outstanding Letter of Credit Obligations, as applicable; fourth, to accrued and unpaid Fees and interest with respect to the outstanding principal balance of the Term Loan; fifth, the outstanding principal balance of the Term Loan and sixth, to any other Obligations of Borrowers;

(B) all payments representing the proceeds of any sale of, or other realization upon, all or any part of the Collateral excluding the Current Asset Collateral (collectively, the “Fixed Asset Collateral”) shall be applied: first, to all Fees, costs and expenses incurred by or owing to Agent (or, in the case of Canadian Borrower, Canadian Agent) and reimbursable by Credit Parties pursuant to this Agreement or the other Loan Documents (other than Fees, costs and expenses related to the Revolving Loan and the Current Asset Collateral); second, to accrued and unpaid Fees and interest with respect to the outstanding principal balance of the Term Loan, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, ratably in proportion to the Fees and interest accrued as to the Term Loan, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, as applicable; third, the outstanding principal balance of the Term Loan, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, ratably to the aggregate, combined principal balance of the Term Loan, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations, as applicable; fourth, to accrued and unpaid Fees owing to Revolving Lenders and interest on the Obligations relating to the Revolving Loans (including any interest which but for the provisions of the Insolvency Laws, would have accrued on such amounts and including Fees and interest with respect to the Overadvance), ratably in proportion to such Fees and interest, as applicable; fifth, to the principal amount of the Revolving Loans (including the principal balance of Overadvances) and the cash collateralization of the Letter of Credit Obligations as set forth

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above, ratably to the aggregate, combined principal balance of the Revolving Loans, Overadvances and outstanding Letter of Credit Obligations, as applicable; and sixth, to any other obligations of Borrowers;

(E) In all cases, the unpaid Swap Related Reimbursement Obligations and the unpaid Hedging Obligations shall not exceed $20,000,000 in the aggregate.”

(b) The definition of “Obligations” in Annex A to the Credit Agreement is herby amended and restated to read in its entirety as follows:

“Obligations” means all loans, advances, debts, liabilities and obligations, for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable), including obligations pursuant to Letter of Credit Obligations, owing by any Credit Party to Agent, Canadian Agent (or fondé de pouvoir, as the case may be) or any Lender, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement or other instrument, arising under the Agreement or any of the other Loan Documents. This term includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding by or against any Credit Party in bankruptcy or any similar proceeding, whether or not allowed in such case or proceeding), Fees, Swap Related Reimbursement Obligations, Hedging Obligations, Charges, expenses, attorneys’ fees and any other sum chargeable to any Credit Party under the Agreement or any of the other Loan Documents.

(c) Annex A to the Credit Agreement is hereby amended to add the following new definition thereto in alphabetical order:

“Hedging Obligations” means all obligations owing by any U.S. Borrower to a Person who is a Lender or an Affiliate of any Lender, or a “Designated Hedge Provider” (as defined below) or an Affiliate of any Designated Hedge Provider under any Interest Rate Agreement at the time such obligations were incurred by such U.S. Borrower; provided, however that this term shall specifically exclude the Swap Related Reimbursement Obligations. “Designated Hedge Provider” means each Agent, and also the other agents on the cover page of this Agreement, which are Goldman Sachs Credit Partners L.P., Cooperative Centrale Raiffeisen-Boereleenbank B.A., “Rabobank International” New York Branch, and Merrill Lynch Capital, A Division of Merrill Lynch Business Financial Services Inc.

SECTION 2. CONDITION TO EFFECTIVENESS.

The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

(a) this Amendment shall have been duly executed and delivered by the Borrowers, the other Credit Parties, Agent, Canadian Agent and Requisite Lender; and

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(b) the representations and warranties contained herein shall be true and correct in all respects.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

In order to induce Agent, Canadian Agent and Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to Agent, Canadian Agent and Lenders, which representations and warranties shall survive the execution and delivery of this Amendment, that:

(a) all of the representations and warranties contained in the Credit Agreement and in each Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof after giving effect to this Amendment, except to the extent that any such representations and warranties expressly relate to an earlier date;

(b) the execution, delivery and performance by such Credit Party of this Amendment has been duly authorized by all necessary corporate action required on its part and this Amendment, and the Credit Agreement is the legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms, except as its enforceability may be affected by the effect of (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally, and (ii) general principles of equity;

(c) neither the execution, delivery and performance of this Amendment by such Credit Party, the performance by such Credit Party of the Credit Agreement nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of any Credit Party’s certificate or articles of incorporation or bylaws or other similar documents, or agreements, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Credit Party or any of its Subsidiaries is a party or by which any Credit Party or any of its Subsidiaries or any of their property is bound, except in any such case to the extent such conflict or breach (y) has been waived herein or by a written waiver document, a copy of which has been delivered to Agent on or before the date hereof, or (z) has not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(d) no Default or Event of Default has occurred and is continuing.

SECTION 4. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.

(a) Except as specifically set forth above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b) The amendments forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document, (ii) operate as a waiver or otherwise prejudice any right, power or

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remedy that Agent, Canadian Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document or (iii) constitute an amendment or a waiver of any provision of the Credit Agreement or any Loan Document, in each case, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof” and words of like import and each reference in the Credit Agreement and the Loan Documents to the Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as part of the Credit Agreement.

SECTION 5. COSTS AND EXPENSES.

As provided in Section 1.3(e) of the Credit Agreement, Borrowers agree to reimburse Agent and Canadian Agent for all reasonable, out-of-pocket fees, costs and expenses, including the reasonable, out-of-pocket fees, costs, and expenses of counsel or other advisors for advice, assistance or other representation in connection with this Amendment.

SECTION 6. GOVERNING LAW.

THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

SECTION 7. HEADINGS.

Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

SECTION 8. COUNTERPARTS.

This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

SECTION 9. CONFIDENTIALITY.

The matters set forth herein are subject to Section 9.13 of the Credit Agreement, which is incorporated herein by reference.

[signature pages follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement

Signature Page to First Amendment To Second Amended and Restated Credit Agreement