UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 3, 2016

Intrepid Potash, Inc.

(Exact name of registrant as specified in its charter)

707 17th Street, Suite 4200

Denver, Colorado 80202

(Address of principal executive offices, including zip code)

(303) 296-3006

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.          Entry into a Material Definitive Agreement.

On May 6, 2016, Intrepid Potash, Inc. (“Intrepid,” “we,” or “our”) entered into the following agreements:

·                  Waiver and Amendment No. 6 to Credit Agreement (the “Credit Facility Amendment”) with each of the lenders named therein (the “Lenders”) and U.S. Bank National Association, as administrative agent (“U.S. Bank”).  The Credit Facility Amendment amends the Credit Agreement, dated as of August 3, 2011, and amended as of August 5, 2013, August 28, 2015, January 15, 2016, February 26, 2016, and March 23, 2016 (together with the Credit Facility Amendment, the “Credit Facility”), by and among Intrepid, the Lenders, and U.S. Bank.

·                  Second Waiver to Note Purchase Agreement (the “NPA Waiver”) with each of the purchasers named therein (the “Noteholders”).  The NPA Waiver relates to the Note Purchase Agreement, dated as of August 28, 2012, and amended as of January 15, 2016 (together with the NPA Amendment, the “NPA”), by and among Intrepid and the Noteholders.

Under the Credit Facility Amendment, the Lenders and U.S. Bank are waiving until July 31, 2016, (1) the requirement that we deliver audited annual financial statements for fiscal year 2015 without any going concern modifier (and agreeing that the existence of audited annual financial statements for fiscal year 2015 with a going concern modifier will not constitute a default or event of default under the Credit Facility until July 31, 2016) and (2) the requirement that we comply with the financial covenants under the Credit Facility relating to our leverage ratio and fixed charge coverage ratio for the quarter ended March 31, 2016 (and agreeing that any noncompliance with these covenants for the quarter ended March 31, 2016, will not constitute a default or event of default under the Credit Facility until July 31, 2016).  However, if the waiver under the NPA Waiver (as it may be mutually extended) expires before July 31, 2016, then the waiver under the Credit Facility Amendment will also expire on that earlier date.  In addition, if our leverage ratio exceeds 3.9 to 1, or our fixed charge coverage ratio is less than 1 to 1, for the quarter ended March 31, 2016, then the waiver under the Credit Facility Amendment will be null and void.  The Credit Facility Amendment permanently reduces the aggregate borrowing capacity of the Credit Facility from $85 million to $8 million, which amount may be used only for letters of credit. In addition, the Credit Facility Amendment provides that the maturity date for the Credit Facility is the earliest of (1) July 31, 2016, (2) any date on which the aggregate commitment under the Credit Facility is reduced to zero, and (3) the effective date for a new bank credit facility.  As of March 31, 2016, we had a $0.5 million letter of credit outstanding under the Credit Facility.  Except as amended by the Credit Facility Amendment, the terms of the Credit Facility remain unchanged.

Under the NPA Waiver, the Noteholders are waiving until June 30, 2016, the requirement that we comply with the financial covenants under the NPA relating to our leverage ratio and fixed charge coverage ratio for the quarter ended March 31, 2016 (and agreed that any noncompliance with these covenants for the quarter ended March 31, 2016, will not constitute a default or event of default under the NPA until June 30, 2016).  However, if our leverage ratio exceeds 3.9 to 1, or our fixed charge coverage ratio is less than 1 to 1, for the quarter ended March 31, 2016, then this waiver will be null and void.  The NPA continues to have $150 million aggregate principal amount of unsecured senior notes outstanding under it, consisting of the following series:

·                  $60 million of 3.23% Senior Notes, Series A, due April 16, 2020

·                  $45 million of 4.13% Senior Notes, Series B, due April 14, 2023

·                  $45 million of 4.28% Senior Notes, Series C, due April 16, 2025

Except as amended by the NPA Waiver, the terms of the NPA remain unchanged.

We continue to work with the Lenders and Noteholders and evaluate our options under our debt agreements.

The description set forth above is qualified in its entirety by the Credit Facility Amendment and the NPA Waiver, copies of which are filed as Exhibits 10.1 and 10.2 to this report and incorporated by reference into this Item 1.01.

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Item 2.03.                                        Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 2.05.                                        Costs Associated with Exit or Disposal Activities.

On May 6, 2016, we committed to a plan to idle our West facility in Carlsbad, New Mexico.  The West facility is a conventional mining facility that generated 42% of our potash production in 2015.  The facility’s operations have become increasingly less profitable in recent months as oversupply and foreign competition in the U.S. potash market have pressured prices.  We expect to complete the idling plan and transition the facility into a care-and-maintenance mode in July 2016.

We estimate that idling the West facility will result in total pre-tax charges of approximately $1 million to $3 million, which we expect to record in the second quarter of 2016.  These charges consist primarily of one-time termination benefits, including cash severance costs and outplacement services.  We expect that these benefits will result in future cash expenditures of $1 million to $3 million, the majority of which we expect to pay in the second and third quarters of 2016.

Item 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

We continue to make changes designed to streamline our management structure and reduce our costs.  As part of these changes, it was mutually agreed that Kelvin G. Feist would leave Intrepid to pursue other interests.  Mr. Feist served as our Senior Vice President of Sales and Marketing through May 6, 2016.  Under a form of separation agreement initially presented to Mr. Feist on May 3, 2016, provided that Mr. Feist delivers and does not revoke a release in a form acceptable to us, Mr. Feist will be entitled to a lump-sum payment in the amount equal to six months’ current base salary, payable within 15 days after expiration of the revocation period under the agreement; a lump-sum payment of $25,000 payable within 15 days after expiration of the revocation period under the agreement; and up to $5,000 in outplacement services.  Mr. Feist’s vested stock options will be exercisable for 12 months following his termination date in accordance with their terms.

Item 8.01.             Other Events.

On May 9, 2016, we issued the attached press release relating to the idling of our West facility.  A copy of this press release is included as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

Item 9.01.                                        Financial Statements and Exhibits.

(d)   Exhibits

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Forward-Looking Statements

This filing contains forward-looking statements—that is, statements about future, not past, events.  The forward-looking statements in this filing relate to the anticipated impacts of the idling of our West facility.  These statements are based on assumptions that we believe are reasonable.  Forward-looking statements by their nature address matters that are uncertain.  The particular uncertainties that could cause our actual results to be materially different from our forward-looking statements include the following:

·                  our ability to successfully execute on our plans to idle our West facility and transition our East facility to Trio®-only production

·                  adverse impacts to our business as a result of our independent auditor having expressed substantial doubt as to our ability to continue as a going concern due to the existence of a material uncertainty

·                  changes in the price, demand, or supply of potash or Trio®/langbeinite

·                  our ability to comply with covenants in our debt-related agreements to avoid a default under those agreements or a reduction in the total amount available to us under our credit facility

·                  the costs of, and our ability to successfully construct, commission, and execute, any of our strategic projects

·                  declines or changes in agricultural production or fertilizer application rates

·                  further write-downs of the carrying value of our assets, including inventories

·                  circumstances that disrupt or limit our production, including operational difficulties or variances, geological or geotechnical variances, equipment failures, environmental hazards, and other unexpected events or problems

·                  changes in our reserve estimates

·                  currency fluctuations

·                  adverse changes in economic conditions or credit markets

·                  the impact of governmental regulations, including environmental and mining regulations; the enforcement of those regulations; and governmental policy changes

·                  adverse weather events, including events affecting precipitation and evaporation rates at our solar solution mines

·                  increased labor costs or difficulties in hiring and retaining qualified employees and contractors, including workers with mining, mineral processing, or construction expertise

·                  changes in the prices of raw materials, including chemicals, natural gas, and power

·                  our ability to obtain and maintain any necessary governmental permits or leases relating to current or future operations

·                  declines in the use of potash products by oil and gas companies in their drilling operations

·                  interruptions in rail or truck transportation services, or fluctuations in the costs of these services

·                  our inability to fund necessary capital investments

·                  the other risks, uncertainties, and assumptions described in our periodic filings with the Securities and Exchange Commission

All information in this filing speaks as of the date of this filing.  New information or events after that date may cause our forward-looking statements in this filing to change.  We undertake no duty to update or revise publicly any forward-looking statements to conform the statements to actual results or to reflect new information or future events.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 10.1

EXECUTION COPY

WAIVER AND AMENDMENT NO. 6 TO CREDIT AGREEMENT

THIS WAIVER AND AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Waiver and Amendment No. 6”) is made as of May 6, 2016 (the “Effective Date”) by and among INTREPID POTASH, INC. (the “Borrower”), each of the Lenders party hereto and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of August 3, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto, and the Administrative Agent.  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

WHEREAS, Section 6.1(a) of the Credit Agreement requires the Borrower to deliver to the Administrative Agent audited annual financial statements without any going concern modifier;

WHEREAS, the Borrower has informed the Administrative Agent that it will not be able to deliver such financials for fiscal year 2015 without certain modifications to the Credit Agreement;

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders waive the requirement to deliver such 2015 annual financials without any going concern modifier until a date no later than July 31, 2016 in order to provide time to discuss certain Credit Agreement modifications;

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders waive compliance with Sections 6.21(a) and (b) for the quarter ended March 31, 2016 until a date no later than July 31, 2016;

WHEREAS, the Borrower wishes to reduce the Aggregate Commitment to $8,000,000, and to make certain other modifications to the Loan Documents; and

WHEREAS, the Administrative Agent and the Lenders are willing to provide such waiver on the terms and conditions set forth below, and the Borrower, the Administrative Agent and the Lenders are willing to amend the Credit Agreement on the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the Administrative Agent hereby agree as follows.

ARTICLE I — WAIVER AND AMENDMENT.

1.1                               Waiver.  Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article III below, the Administrative Agent and the Lenders agree to waive, until the earlier of (x) the date on which the waivers provided under the May 2016 Note Waiver (as defined in Article III below) expire, terminate or otherwise are of no force and effect (with the understanding that such waivers may be extended by the noteholders subject thereto consistent with the terms hereof beyond June 30, 2016) and (y) July 31, 2016 (the “Waiver Expiry Date”), the requirement that the Borrower deliver audited annual financial statements for fiscal year 2015 without any going concern modifier and agree that the failure to deliver audited annual financial statements for fiscal year 2015 without a going concern modifier (or the existence of audited annual financial statements for fiscal year 2015 with a going concern modifier) shall not constitute a Default or Event of Default until the Waiver Expiry Date.  An immediate Event of Default shall occur under the Credit Agreement if such financials are not delivered by the Waiver Expiry Date.  In addition, subject to the remainder hereof, the Administrative Agent and the Lenders agree to waive, until the Waiver Expiry Date, the Borrower’s compliance with Sections 6.21(a) and (b) of the Credit Agreement for the quarter ended March 31, 2016, and agree that the failure to comply with such financial covenants for the fiscal quarter ended March 31, 2016 shall not constitute a Default or Event of Default until the Waiver Expiry Date; provided, however, that if the Leverage Ratio as of the end of such quarter exceeds 3.90 to 1.00, or the Fixed Charge Coverage Ratio as set forth in Section 6.21(a) of the Credit Agreement is less than 1.00 to 1.00 as of the end of such quarter, then the waiver provided hereby shall be null, void and of no further force and effect; provided, further that the Borrower shall report on the Leverage Ratio and the Fixed Charge Coverage Ratio as and when required by the Credit Agreement.  The foregoing waivers do not and shall not apply to any other Default or Event of Default that may currently be outstanding, and shall not apply to any future Default or Event of Default.  The Borrower, on its behalf and on behalf of its Subsidiaries and Affiliates, agrees that the foregoing waivers do not constitute or represent any agreement or commitment by the Administrative Agent or any Lender to provide any other modifications to the Credit Agreement or any other Loan Document.  The Borrower agrees and confirms that it will promptly inform the Administrative Agent of any extension of the waivers provided under the May 2016 Note Waiver or the expiry or termination thereof.

1.2                               Amendments.  Effective as of the Effective Date but subject to the satisfaction of the conditions precedent set forth in Article III below, the Borrower, the Administrative Agent and the Lenders agree as follows:

a.                                      The Aggregate Commitment is hereby permanently reduced from $85,000,000 to $8,000,000. Each Lender’s Commitment shall be reduced ratably as a result of such permanent reduction in the Aggregate Commitment.

b.                                      Only Letters of Credit may be issued on and after May 6, 2016.  No Loans or other extensions of credit shall be made on and after such date.  Outstanding LC Obligations shall not exceed $8,000,000.  Each of U.S. Bank National Association and Bank of Montreal shall be the LC Issuer on and after such date.  U.S. Bank National Association shall be the LC

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Issuer solely for those Letters of Credit issued prior to such date (with the understanding that only one such Letter of Credit has been issued).

c.                                       The definition of “Facility Termination Date” is amended in its entirety as follows:

“Facility Termination Date” means the earliest of (x) July 31, 2016, (y) any date on which the Aggregate Commitment is reduced to zero or otherwise terminated, in each case pursuant to the terms hereof, and (z) the effective date for the bank credit facility disclosed by the Borrower to the Lenders on or prior to May 6, 2016.

d.                                      Each of Section 2.23 and 2.24 of the Credit Agreement is hereby amended in its entirety as follows:

Intentionally Omitted.

All provisions of the Credit Agreement and the other Loan Documents are hereby amended to give effect to the foregoing, notwithstanding any notice requirements in respect thereof.

ARTICLE II- REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants as follows:

2.1                               This Waiver and Amendment No. 6 and the Credit Agreement, as modified hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally.

2.2                               As of the date hereof and after giving effect to the terms of this Waiver and Amendment No. 6, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the date hereof and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of the date hereof, except in each case to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.

ARTICLE III- CONDITIONS PRECEDENT

This Waiver and Amendment No. 6 shall become effective on the Effective Date, provided, however, that the effectiveness of this Waiver and Amendment No. 6 is subject to:

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1.              The Administrative Agent’s receipt of counterparts of (i) this Waiver and Amendment No. 6 duly executed by the Borrower, the Administrative Agent and the Lenders required to approve this Waiver and Amendment No. 6 and (ii) a Consent and Reaffirmation in the form of Annex A hereto duly executed by each Guarantor.

2.          The Administrative Agent shall have received from the Borrower a non-refundable work fee of $5,000 for each Lender that delivers its executed signature page hereto to the Administrative Agent by the day and time designated for such delivery by the Administrative Agent (with the Administrative Agent determining in its sole discretion whether any such delivery was made on a timely basis).

3.          Payment of all fees and expenses then due and payable by the Borrower pursuant to Section 4.1 below.

4.          The Administrative Agent shall have received a fully executed and effective waiver or waiver and amendment, in form and substance acceptable to it, to the Borrower’s Note Purchase Agreement dated as of August 28, 2012, which, among other things, waives compliance with financial covenants for the quarter ended March 31, 2016 until June 30, 2016 or later (the “May 2016 Note Waiver”).

ARTICLE IV- GENERAL

4.1                               Expenses.  The Borrower agrees to reimburse the Administrative Agent upon demand for all reasonable and documented third party out-of-pocket expenses paid or incurred by the Administrative Agent, including, without limitation, reasonable fees, charges and disbursements of outside counsel to the Administrative Agent, in connection with preparation, negotiation and execution of this Waiver and Amendment No. 6 and any other document required to be furnished herewith, including, without limitation, all written invoices in respect of the foregoing delivered to the Borrower prior to the Effective Date.

4.2                               Counterparts.  This Waiver and Amendment No. 6 may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Waiver and Amendment No. 6 by telecopy or other electronic imaging methods shall be effective as delivery of a manually executed counterpart of this Waiver and Amendment No. 6.

4.3                               Severability.  Any provision in this Waiver and Amendment No. 6 that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Waiver and Amendment No. 6 are declared to be severable.

4.4                               Governing Law.  This Waiver and Amendment No. 6 shall be construed in accordance with the internal laws (without regard to the conflict of law provisions) of the State of Colorado, but giving effect to federal laws applicable to national banks.

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4.5                               Successors; Enforceability.  The terms and provisions of this Waiver and Amendment No. 6 shall be binding upon the Borrower, the Administrative Agent and the Lenders and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Administrative Agent and the Lenders and the successors and assigns of the Administrative Agent and the Lenders.

4.6                               Reference to and Effect on the Credit Agreement.

a.                                      Upon the effectiveness of this Waiver and Amendment No. 6, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby.

b.                                      Subject to the waiver and amendment provided hereby, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith (including, without limitation, all of the Loan Documents) shall remain in full force and effect and are hereby ratified and confirmed.

c.                                       Except as specifically set forth herein, the execution, delivery and effectiveness of this Waiver and Amendment No. 6 shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

4.7                               Headings.  Section headings in this Waiver and Amendment No. 6 are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Waiver and Amendment No. 6.

4.8                               Release. In further consideration of the execution by the Administrative Agent and the Lenders of this Waiver and Amendment No. 6, the Borrower, on behalf of itself and each of its Subsidiaries Affiliates, and all of the successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby completely, voluntarily, knowingly, and unconditionally releases and forever discharges the Administrative Agent, each of the Lenders, each of their advisors, professionals and employees, each affiliate of the foregoing and all of their respective successors and assigns (collectively, the “Releasees”), from any and all claims, actions, suits, and other liabilities, including, without limitation, any so-called “lender liability” claims or defenses (collectively, “Claims”), whether arising in law or in equity, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, upon or by reason of any matter, cause or thing whatsoever from time to time occurred on or prior to the date hereof, in any way concerning, relating to, or arising from (i) any of the Releasors, (ii) the Obligations, (iii) the Credit Agreement or any of the other Loan Documents, (iv) the financial condition, business operations, business plans, prospects or creditworthiness of the Borrower, and (v) the negotiation, documentation and execution of this Waiver and Amendment No. 6 and any documents relating hereto.  The Borrower, on behalf of each of the Releasors, hereby acknowledges that they collectively have been advised by legal counsel of the meaning and consequences of this release.

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(signature pages follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment No. 6 to be executed by their respective officers thereunto duly authorized as of the date first written above.

Signature Page to

Waiver and Amendment No. 6

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 6

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 6

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 6

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 6

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 6

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 6

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 6

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 6

to

Intrepid Potash Credit Agreement

Annex A

FORM OF CONSENT AND REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Waiver and Amendment No. 6 to Credit Agreement (the “Waiver and Amendment No. 6”)  dated as of May 6, 2016 by and among INTREPID POTASH, INC. (the “Borrower”), each of the Lenders party to the Credit Agreement (defined below) and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of August 3, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto, and the Administrative Agent.  Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement.  Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Waiver and Amendment No. 6 and reaffirms the terms and conditions of the Guaranty and any other Loan Document executed by it and acknowledges and agrees that such Guaranty and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.  Each of the undersigned also agrees to join in and be bound by all of the terms and provisions of the release contained in Section 4.8 of Waiver and Amendment No. 6.  All references to the Credit Agreement contained in the above referenced documents shall be a reference to the Credit Agreement as so modified by the Waiver and Amendment No. 6 and as the same may from time to time hereafter be amended, modified or restated.

Dated: May 6, 2016

(signature page follows)

IN WITNESS WHEREOF, each of the undersigned has caused this Consent and Reaffirmation to be executed by its officers thereunto duly authorized, as of the date first above written.

Exhibit 10.2

Execution Version

INTREPID POTASH, INC.

SECOND WAIVER TO

NOTE PURCHASE AGREEMENT

$60,000,000 3.23% Senior Notes, Series A, due April 16, 2020

$45,000,000 4.13% Senior Notes, Series B, due April 14, 2023

$45,000,000 4.28% Senior Notes, Series C, due April 16, 2025

Dated as of May 6, 2016

To the Holders of the Senior Notes

of Intrepid Potash, Inc.

Named in the Attached Schedule I

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement dated as of August 28, 2012 among Intrepid Potash, Inc. (the “Company”) and the Purchasers listed in Schedule A attached thereto, as amended by that certain First Amendment to Note Purchase Agreement dated as of January 15, 2016 (as so amended, the “Existing Note Purchase Agreement”), pursuant to which the Company issued (i) $60,000,000 aggregate principal amount of its 3.23% Senior Notes, Series A, due April 16, 2020; (ii) $45,000,000 aggregate principal amount of its 4.13% Senior Notes, Series B, due April 14, 2023; and (iii) $45,000,000 aggregate principal amount of its 4.28% Senior Notes, Series C, due April 16, 2025 (collectively, the “Notes”).  You are referred to herein individually as a “Holder” and collectively as the “Holders.”  The Existing Note Purchase Agreement, as modified by this Second Waiver to Note Purchase Agreement (this “Waiver Agreement”) and as may be further amended, restated, supplemented or otherwise modified from time to time, is referred to herein as the “Note Purchase Agreement”.  Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Note Purchase Agreement.

Pursuant to the Waiver to Note Purchase Agreement dated as of March 23, 2016 by and among the Company and the Holders, each of the Holders waived compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ending March 31, 2016 until May 13, 2016.

The Company has further requested that compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ending March 31, 2016 be waived until June 30, 2016.  The undersigned Holders have agreed to such waiver on the terms and conditions set forth herein.

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But for the Waiver provided herein, Events of Default would exist under Section 11(c) of the Note Purchase Agreement as of March 31, 2016 as a result of the Company’s failure to comply with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ended March 31, 2016.

In consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the undersigned Holders agree as follows:

1.             WAIVER

Effective as of the Effective Date, the undersigned Holders agree to waive, until June 30, 2016, the requirement that the Company comply with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ended March 31, 2016 (the “Waiver”), and agree that any failure by the Company to comply with such Sections 10.1 and/or 10.2 for the fiscal quarter ended March 31, 2016 shall not constitute a Default or an Event of Default until June 30, 2016; provided, however, that if the Leverage Ratio as of the end of such quarter exceeds 3.90 to 1.00, or the Fixed Charge Coverage Ratio is less than 1.00 to 1.00 as of the end of such quarter, then the Waiver shall be null, void and of no further force or effect; provided, further, that the Company shall report on the Leverage Ratio and the Fixed Charge Coverage Ratio as and when required by the Existing Note Purchase Agreement.  Unless a further waiver is provided by the Holders pursuant to the Note Purchase Agreement, an immediate Event of Default shall occur under Section 11(c) of the Note Purchase Agreement on June 30, 2016, effective as of March 31, 2016.

The Waiver is limited to its terms and does not constitute a waiver of any other term, condition, representation, covenant or undertaking under the Note Purchase Agreement or any of the other agreements, documents, or instruments executed and delivered in connection therewith.  Without limiting the foregoing, the Waiver does not and shall not apply to any other Default or Event of Default that may currently be outstanding, and shall not apply to any future Default or Event of Default (other than a Default or Event of Default under Section 11(c) of the Note Purchase Agreement occurring during the period from the Effective Date until June 30, 2016 and arising solely from the Company’s failure to comply with Sections 10.1 and/or 10.2 of the Note Purchase Agreement for the fiscal quarter ended March 31, 2016).  The Company, on its behalf and on behalf of its Subsidiaries and Affiliates, agrees that the Waiver does not constitute or represent any agreement or commitment by any Holder to provide any other modifications to the Note Purchase Agreement or any of the other agreements, documents, or instruments executed and delivered in connection therewith, or establish any course of dealing by any Holder.  Except as expressly provided in the Waiver, (a) the Waiver does not and shall not constitute a waiver, release or limitation upon the exercise by any Holder of any of its rights, legal or equitable, hereunder or under the Note Purchase Agreement or any of the other agreements, documents, or instruments executed and delivered in connection therewith and (b) each Holder reserves any and all rights and remedies which it has had, has or may have under the Note Purchase Agreement and the other agreements, documents, or instruments executed and delivered in connection therewith.

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2.             REPRESENTATIONS AND WARRANTIES

2.1          No Default or Event of Default.  No event has occurred and no condition exists that, as of the date hereof or as of the Effective Date (after giving effect to the Waiver), would constitute a Default or Event of Default.

2.2          Authorization, etc.  The execution, delivery and performance by the Company of this Waiver Agreement has been duly authorized by all necessary corporate action and does not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable.  The Note Purchase Agreement, this Waiver Agreement and the Notes each constitute the legal, valid, and binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.3          Compliance with Laws, Other Instruments, etc.  The execution, delivery and performance by the Company of this Waiver Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, corporate charter or by-laws, or any other Material agreement, lease, or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

2.4          Disclosure.  This Waiver Agreement and the documents, certificates or other writings delivered to the Holders by or on behalf of the Company in connection herewith, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.  There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the other documents, certificates and other writings delivered to the Holders by or on behalf of the Company.

2.5          Indebtedness Under Credit Agreement.  As of the date of this Waiver Agreement, (a) no principal or interest is outstanding in respect of Loans (as defined in the Credit Agreement) under the Credit Agreement and (b) the aggregate amount of all LC Obligations (as defined in the Credit Agreement) is $500,000.

2.6          Credit Agreement Waiver.  No consideration or remuneration has been paid or will be paid to any agent or any lender under the Credit Agreement as an inducement to enter into the Credit Agreement Waiver other than the work fee described in the Credit Agreement Waiver.

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3.             EFFECTIVE DATE

The Waiver shall become effective as of the date on which each of the following conditions precedent has been satisfied in full (the “Effective Date”):

3.1          Execution and Delivery of Waiver Agreement.  The Required Holders shall have executed and delivered this Waiver Agreement and the Holders shall have received a counterpart of this Waiver Agreement duly executed and delivered by the Company.

3.2          Credit Agreement Waiver.  The Holders shall have received a fully executed copy of a Waiver and Amendment No. 6 to Credit Agreement containing a waiver, until June 30, 2016 or later, of the requirement that the Company comply with Sections 6.21(a) and (b) of the Credit Agreement for the fiscal quarter ending March 31, 2016, and otherwise in form and substance satisfactory to the Required Holders party hereto (the “Credit Agreement Waiver”), and the Credit Agreement Waiver shall have been duly executed and delivered by the Company, U.S. Bank National Association, as administrative agent, and the Required Lenders (as defined in the Credit Agreement).

3.3          Confirmation of Subsidiary Guaranty.  The Holders shall have received a counterpart of the Consent and Reaffirmation attached hereto as Annex A duly executed and delivered by each Subsidiary Guarantor.

3.4          Representations and Warranties True.  The representations and warranties set forth in Section 2 hereof shall be true and correct on such date in all respects.

3.5          Work Fee.  Each Holder shall have received from the Company a work fee of $5,000; such fee shall be deemed earned when paid and shall be nonrefundable.

3.6          Fees and Expenses.  The Company shall have paid all reasonable fees, expenses and costs of the Holders’ special counsel, Morgan, Lewis & Bockius LLP, incurred in connection with the preparation, negotiation, execution and delivery of this Waiver Agreement and any other documents related hereto (including, without limitation, the fees and expenses of a financial advisor to the Holders) to the extent invoiced.

4.             MISCELLANEOUS

4.1          Financial Advisor.  The Company hereby agrees, on behalf of itself and its Subsidiaries, that, notwithstanding Section 7.4(a) of the Note Purchase Agreement, any financial advisor engaged by or on behalf of the Holders may, from and after the Effective Date until June 30, 2016, upon reasonable prior notice to the Company, visit the offices and properties of the Company and its Subsidiaries and discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s and its Subsidiaries’ officers and the independent public accountants of the Company and its Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing.

4.2          Ratification.  Subject to the Waiver, the Note Purchase Agreement, the Notes and each of the other agreements, documents, and instruments executed and/or delivered

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in connection therewith shall remain in full force and effect and are hereby ratified, approved and confirmed in all respects as of the date hereof.

4.3          Reference to and Effect on the Note Purchase Agreement.  On and after the Effective Date, each reference in the Note Purchase Agreement and in other documents describing or referencing the Note Purchase Agreement to the “Agreement,” “Note Purchase Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring to the Note Purchase Agreement shall mean and be a reference to the Note Purchase Agreement as modified hereby.

4.4          Binding Effect.  This Waiver Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

4.5          Governing Law.  This Waiver Agreement shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such state that would permit the application of the laws of a jurisdiction other than such state.

4.6          Counterparts.  This Waiver Agreement may be executed in any number of counterparts, each executed counterpart constituting an original, but altogether only one instrument.  Delivery of an executed signature page by facsimile or e-mail transmission shall be effective as delivery of a manually signed counterpart of this Waiver Agreement.

4.7          Release.  In further consideration of the execution by the Holders of this Waiver Agreement, the Company, on behalf of itself and each of its Subsidiaries and Affiliates, and all of the successors and assigns of each of the foregoing (collectively, the “Releasors”), hereby completely, voluntarily, knowingly, and unconditionally releases and forever discharges each of the Holders and each of their respective advisors, professionals and employees, each affiliate of the foregoing and all of their respective successors and assigns (collectively, the “Releasees”), from any and all claims, actions, suits, and other liabilities, including, without limitation, any so-called “lender liability” claims or defenses (collectively, “Claims”), whether arising at law or in equity, which any of the Releasors ever had, now has or hereinafter can, shall or may have against any of the Releasees for, upon or by reason of any matter, cause or thing whatsoever from time to time occurring on or prior to the date hereof, in any way concerning, relating to, or arising from (a) any of the Releasors, (b) the Note Purchase Agreement, the Notes, the Subsidiary Guaranty or any of the other agreements, documents, or instruments executed and delivered in connection therewith, or any of the obligations thereunder, (c) the financial condition, business operations, business plans, prospects or creditworthiness of the Company, and/or (d) the negotiation, documentation and execution of this Waiver Agreement and any documents relating hereto.  The Company, on behalf of itself and the other Releasors, hereby acknowledges that they collectively have been advised by legal counsel of the meaning and consequences of this release.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Company and the Holders have caused this Waiver Agreement to be executed and delivered by their respective officer or officers thereunto duly authorized.

[Signature Page to Second Waiver to Note Purchase Agreement]

[Signature Page to Second Waiver to Note Purchase Agreement]

[Signature Page to Second Waiver to Note Purchase Agreement]

[Signature Page to Second Waiver to Note Purchase Agreement]

[Signature Page to Second Waiver to Note Purchase Agreement]

[Signature Page to Second Waiver to Note Purchase Agreement]

[Signature Page to Second Waiver to Note Purchase Agreement]

[Signature Page to Second Waiver to Note Purchase Agreement]

[Signature Page to Second Waiver to Note Purchase Agreement]

ANNEX A

CONSENT AND REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Second Waiver to Note Purchase Agreement (the “Waiver Agreement”) dated as of May 6, 2016, among Intrepid Potash, Inc. (the “Company”) and certain of the Holders party to the Note Purchase Agreement, dated as of August 28, 2012, as amended by that certain First Amendment to Note Purchase Agreement dated as of January 15, 2016 (as further amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”).  Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Note Purchase Agreement.  Without in any way establishing a course of dealing by the Holders, each of the undersigned consents to the Waiver Agreement and reaffirms the terms and conditions of the Subsidiary Guaranty executed by it in connection with the Note Purchase Agreement and acknowledges and agrees that such Subsidiary Guaranty remains and shall remain in full force and effect and hereby reaffirms, ratifies and confirms (a) in all respects each and every obligation and covenant made by it in such Subsidiary Guaranty and (b) that such Subsidiary Guaranty remains the legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms.  All references to the Note Purchase Agreement contained in such Subsidiary Guaranty shall be a reference to the Note Purchase Agreement as modified by the Waiver Agreement and as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified.

Dated: May 6, 2016

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned has caused this Consent and Reaffirmation to be executed by its officers thereunto duly authorized, as of the date written immediately above.

[Signature Page to Consent and Reaffirmation (Note Purchase Agreement)]

SCHEDULE I

Exhibit 99.1

Intrepid Potash Announces the Idling of its West Facility; Takes Next Step in Business Transformation

DENVER, May 9, 2016 - Intrepid Potash Inc. (Intrepid) (NYSE: IPI) announced today its decision to idle operations at its West facility and transition the facility to a care-and-maintenance mode.

The West facility, which generated 42% of Intrepid’s potash production in 2015, is a conventional mining facility located in Carlsbad, New Mexico.  The facility’s operations have become increasingly less profitable in recent months as oversupply and foreign competition in the U.S. potash market has pressured prices.  The West facility is expected to transition to a care-and-maintenance mode in July.  Approximately 300 of Intrepid’s employees will be impacted by this decision.

“The decision to idle the West facility was difficult, but necessary in order to better position Intrepid for long-term success,” said Intrepid’s Executive Chairman, President and CEO Bob Jornayvaz. “I am thankful to all the employees and vendors who work to safely operate the West facility and provide our customers with high quality red granular product.  While the transition of this facility to a care-and-maintenance mode significantly reduces our potash production capacity, this move, in combination with the transition of the East facility to Trio®-only production, removes our two most expensive potash facilities from production during this period of low potash prices.  We believe our remaining potash production facilities, which consist of our three low-cost solar solution mines, will improve our position on the world cost curve and provide the right model for our portfolio in this challenging environment.”

Intrepid’s North facility, which had previously served as the primary compaction site for production from the West facility, plans to offer other products, including high value 62% K20 products.  Intrepid is also exploring additional ways to generate salt by-product revenues.

The West facility is expected to remain under care and maintenance until such time as Intrepid determines that the cost of resuming production at the facility justifies the anticipated cash flow, considering potash pricing, the costs to run the facility, and other factors.

About Intrepid

Intrepid Potash (NYSE: IPI) is the only U.S. producer of muriate of potash and supplied approximately 9% of the country’s annual consumption in 2015.  Potash is applied as an essential

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nutrient for healthy crop development, utilized in several industrial applications and used as an ingredient in animal feed.  Intrepid also produces a specialty fertilizer, Trio®, which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle.

Intrepid serves diverse customers in markets where a logistical advantage exists; and is a leader in the utilization of solar evaporation production, one of the lowest cost, environmentally friendly production methods for potash.  After the idling of West and the transition of East, Intrepid’s production will come from three solar solution potash facilities and one conventional underground Trio® mine.

Intrepid routinely posts important information, including information about upcoming investor presentations and press releases, on its website under the Investor Relations tab.  Investors and other interested parties are encouraged to enroll on the Intrepid website, www.intrepidpotash.com to receive automatic email alerts or Really Simple Syndication (RSS) feeds regarding new postings.

Forward-looking Statements

This document contains forward-looking statements-that is, statements about future, not past, events.  The forward-looking statements in this document relate to the anticipated impacts of the idling of our West facility, our future performance and management’s expectations for the future, including statements about our financial performance, production costs, operating plans, and market outlook.  These statements are based on assumptions that we believe are reasonable.  Forward-looking statements by their nature address matters that are uncertain.  The particular uncertainties that could cause our actual results to be materially different from our forward-looking statements include the following:

·                  our ability to successfully execute on our plans to idle our West facility and transition our East facility to Trio®-only production;

·                  adverse impacts to our business as a result of our independent auditor having expressed substantial doubt as to our ability to continue as a going concern due to the existence of a material uncertainty;

·                  changes in the price, demand, or supply of potash or Trio®/langbeinite;

·                  our ability to comply with covenants in our debt-related agreements to avoid a default under those agreements or a reduction in the total amount available to us under our credit facility;

·                  the costs of, and our ability to successfully construct, commission, and execute, any of our strategic projects;

·                  declines or changes in agricultural production or fertilizer application rates;

·                  further write-downs of the carrying value of our assets, including inventories;

·                  circumstances that disrupt or limit our production, including operational difficulties or variances, geological or geotechnical variances, equipment failures, environmental hazards, and other unexpected events or problems;

·                  changes in our reserve estimates;

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·                  currency fluctuations;

·                  adverse changes in economic conditions or credit markets;

·                  the impact of governmental regulations, including environmental and mining regulations; the enforcement of those regulations; and governmental policy changes;

·                  adverse weather events, including events affecting precipitation and evaporation rates at our solar solution mines;

·                  increased labor costs or difficulties in hiring and retaining qualified employees and contractors, including workers with mining, mineral processing, or construction expertise;

·                  changes in the prices of raw materials, including chemicals, natural gas, and power;

·                  our ability to obtain and maintain any necessary governmental permits or leases relating to current or future operations;

·                  declines in the use of potash products by oil and gas companies in their drilling operations;

·                  interruptions in rail or truck transportation services, or fluctuations in the costs of these services;

·                  our inability to fund necessary capital investments; and

·                  the other risks, uncertainties, and assumptions described in our periodic filings with the Securities and Exchange Commission.

In addition, new risks emerge from time to time.  It is not possible for our management to predict all risks that may cause actual results to differ materially from those contained in any forward-looking statements we may make.

All information in this document speaks as of May 9, 2016.  New information or events after that date may cause our forward-looking statements in this document to change.  We undertake no duty to update or revise publicly any forward-looking statements to conform the statements to actual results or to reflect new information or future events.

Contact:

Brian Frantz, SVP and Chief Accounting Officer

Phone:  303-996-3023

Email: [email protected]

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