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): July 29, 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 July 29, 2016, Intrepid Potash, Inc. (“Intrepid,” “we,” or “our”) entered into the following agreements:

·                  Fifth 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 (the “NPA”), by and among Intrepid and the Noteholders.

·                  Waiver and Amendment No. 7 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, March 23, 2016, and May 6, 2016 (together with the Credit Facility Amendment, the “Credit Facility”), by and among Intrepid, the Lenders, and U.S. Bank.

Under the NPA Waiver, the Noteholders are waiving until September 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 quarters ended March 31, 2016, and June 30, 2016 (and agreed that any noncompliance with these covenants for the quarters ended March 31, 2016, and June 30, 2016, will not constitute a default or event of default under the NPA until September 30, 2016).  In addition, if our leverage ratio exceeds 10.7 to 1, or our fixed charge coverage ratio is less than (1.5) to 1, for any quarter, then the waiver under the NPA waiver will be null and void.  Except as amended by the NPA Waiver, the terms of the NPA remain unchanged.

Under the Credit Facility Amendment, the Lenders and U.S. Bank are waiving until September 30, 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 September 30, 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 quarters ended March 31, 2016, and June 30, 2016 (and agreeing that any noncompliance with these covenants for the quarters ended March 31, 2016, and June 30, 2016, will not constitute a default or event of default under the Credit Facility until September 30, 2016).  In addition, if our leverage ratio exceeds 10.7 to 1, or our fixed charge coverage ratio is less than (1.5) to 1, for any quarter, 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 $8 million to $1 million, which amount may be used only for letters of credit. As of June 30, 2016, we had a $0.5 million letter of credit outstanding under the Credit Facility.  If we enter into any new letters of credit, then all outstanding letters of credit must be cash collateralized at 105% of their face value.  In addition, the Credit Facility Amendment provides that the maturity date for the Credit Facility is the earliest of (1) September 30, 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.  Except as amended by the Credit Facility Amendment, the terms of the Credit Facility remain unchanged.

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

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 7.01.                                        Regulation FD Disclosure.

On July 29, 2016, we issued a press release relating to the NPA Waiver and Credit Facility Amendment.  A copy of this press release is furnished as Exhibit 99.1 to this report.

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Item 9.01.                                        Financial Statements and Exhibits.

(d)         Exhibits

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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 Version

INTREPID POTASH, INC.

FIFTH 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 July 29, 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 Fifth 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 ended March 31, 2016 until May 13, 2016.

Pursuant to the Second Waiver to Note Purchase Agreement dated as of May 6, 2016 by and among the Company and the Holders, each of the Holders again waived compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ended March 31, 2016 until June 30, 2016.

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Pursuant to the Third Waiver to Note Purchase Agreement dated as of June 30, 2016 by and among the Company and the Holders, each of the Holders again waived compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ended March 31, 2016 until July 15, 2016.

Pursuant to the Fourth Waiver to Note Purchase Agreement dated as of July 15, 2016 by and among the Company and the Holders, each of the Holders again waived compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for the fiscal quarter ended March 31, 2016 until July 29, 2016.

The Company has further requested that compliance by the Company with Sections 10.1 and 10.2 of the Note Purchase Agreement for each of the fiscal quarters ended March 31, 2016 and June 30, 2016 (collectively, the “Specified Quarters”) be waived from July 29, 2016 until September 30, 2016.  The undersigned Holders have agreed to such waivers on the terms and conditions set forth herein.

But for the Waivers (as defined below) 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 Specified Quarters.

The Company and the Holders have negotiated a proposed restructuring of the financial obligations of the Company to the Holders (the “Restructuring”) pursuant to the terms and conditions set forth in this Waiver Agreement and in accordance with the term sheet attached as Exhibit A to that certain Officer’s Certificate, dated July 29, 2016, addressed to the holders of the Notes and executed by the Senior Vice President and Chief Accounting Officer of the Company (the “Term Sheet”).

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.                                      WAIVERS

Effective as of the Effective Date (as defined below), the undersigned Holders agree to waive, until September 30, 2016, the requirement that the Company comply with Sections 10.1 and 10.2 of the Note Purchase Agreement for each of the Specified Quarters (collectively, the “Waivers”), and agree that any failure by the Company to comply with such Sections 10.1 and/or 10.2 for the Specified Quarters shall not constitute a Default or an Event of Default until September 30, 2016; provided, however, that (a) if the Leverage Ratio as of June 30, 2016 exceeds 10.70 to 1.00, or the Fixed Charge Coverage Ratio is less than (1.50) to 1.00 as of June 30, 2016, then the Waivers shall be null, void and of no further force or effect, and (b) 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 September 30, 2016, effective as of March 31, 2016.

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The Waivers are limited to their terms and do 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 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 (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 September 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 either of the Specified Quarters).  The Company, on its behalf and on behalf of its Subsidiaries and Affiliates, agrees that the Waivers do 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 Waivers, (a) the Waivers do 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.

2.                                      RESTRUCTURING

The Company and each Holder agree to negotiate in good faith the definitive documentation for the Restructuring and the transactions contemplated by this Waiver Agreement and the Term Sheet as reasonably necessary and appropriate to consummate the Restructuring, each of which documents shall be consistent with this Waiver Agreement and the Term Sheet and shall be otherwise in form and substance acceptable to the Company and the Holders.

The Company acknowledges and agrees that upon the Expiration Date, the Holders shall have no further obligation whatsoever to negotiate with respect to any restructuring of the obligations of the Company to the Holders or any modification, amendment or waiver of the Note Purchase Agreement or the Notes or of any Events of Default, or to refrain from exercising or enforcing Holders’ rights and remedies under the Note Purchase Agreement, the Notes or any of the documents, agreements or instruments executed and/or delivered in connection therewith.  As used herein, “Expiration Date” means the earliest of any of the following:  (a) September 30, 2016, (b) the date on which any Default or Event of Default occurs (including, without limitation, as a result of the Waivers becoming null, void or otherwise ineffective), (c) the date on which the Company or any Affiliate takes any action in any proceeding or in writing to challenge or contest the validity or enforceability of, or in any manner asserts in any proceeding or in writing the invalidity or unenforceability of, the Note Purchase Agreement, the Notes or any document, agreement or instrument executed and/or delivered in connection therewith, or any provision hereof or thereof, or (d) the date on which the Company breaches any representation, warranty or covenant set forth in this Waiver Agreement.

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3.                                      REPRESENTATIONS AND WARRANTIES

3.1                               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 Waivers), would constitute a Default or Event of Default.

3.2                               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).

3.3                               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.

3.4                               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.

3.5                               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.

3.6                               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 (as defined below) other than the work fee described in the Credit Agreement Waiver.

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4.                                      EFFECTIVE DATE

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

4.1                               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.

4.2                               Credit Agreement Waiver.  The Holders shall have received a fully executed copy of a Waiver and Amendment No. 7 to Credit Agreement containing waivers, until September 30, 2016 or later, of the requirements that the Company comply with Sections 6.21(a) and (b) of the Credit Agreement for each of the Specified Quarters 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 Lenders (as defined in the Credit Agreement).

4.3                               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.

4.4                               Representations and Warranties True.  The representations and warranties set forth in Section 3 hereof shall be true and correct on such date in all respects.

4.5                               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.

4.6                               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.

4.7                               Financial Statements.  The Holders shall have received the Company’s draft internally prepared financial statements for the fiscal quarter ended June 30, 2016.

5.                                      MISCELLANEOUS

5.1                               Optional Prepayments During Waiver Period.  The Company hereby agrees that, notwithstanding the provisions of Sections 8.2 and 8.4 of the Note Purchase Agreement, during the period from the date hereof through and including September 30, 2016, the Company will not provide any notice of prepayment under Section 8.2 of the Note Purchase Agreement, or make any prepayment pursuant to such Section 8.2, in each case unless such prepayment is allocated among all of the Notes at the time outstanding (without regard to series) in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.  Any failure by the Company to comply with the foregoing

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undertaking shall constitute an immediate Event of Default under Section 11(c) of the Note Purchase Agreement.

5.2                               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 September 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.

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

5.4                               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.

5.5                               Binding Effect; Transfers.  This Waiver Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Prior to the Expiration Date, no Holder shall (a) sell, transfer, assign, pledge, hypothecate, pledge a lien, grant a participation interest in, or otherwise dispose of, directly or indirectly, any of its right, title, or interest in respect of any of such Holder’s Notes in whole or in part, or (b) grant any proxies, deposit any of such Holder’s interests in the Notes into a voting trust, or enter into a voting agreement with respect to any such interest (each of the actions described in clauses (a) and (b), a “Transfer”), unless such Transfer is to another Holder party to this Waiver Agreement or any other entity that first agrees in writing to be bound by the terms of this Waiver Agreement by executing and delivering to the Holders a joinder substantially in the form attached hereto as Exhibit A, provided that, nothing in this Section 5.5 shall prohibit or otherwise affect any Holder’s pledge of its interests in the Notes to such Holder’s own lender in the ordinary course of business so long as any such pledge shall be subject to the terms of this Waiver Agreement.  Any Transfer made in violation of this Section 5.5 shall be deemed null and void and of no force or effect.

5.6                               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.

5.7                               Counterparts.  This Waiver Agreement may be executed in any number of counterparts, each executed counterpart constituting an original, but altogether only one

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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.

5.8                               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 Fifth Waiver to Note Purchase Agreement - Intrepid Potash, Inc.]

[Signature page to Fifth Waiver to Note Purchase Agreement - Intrepid Potash, Inc.]

[Signature page to Fifth Waiver to Note Purchase Agreement - Intrepid Potash, Inc.]

[Signature page to Fifth Waiver to Note Purchase Agreement - Intrepid Potash, Inc.]

[Signature page to Fifth Waiver to Note Purchase Agreement - Intrepid Potash, Inc.]

[Signature page to Fifth Waiver to Note Purchase Agreement - Intrepid Potash, Inc.]

[Signature page to Fifth Waiver to Note Purchase Agreement - Intrepid Potash, Inc.]

[Signature page to Fifth Waiver to Note Purchase Agreement - Intrepid Potash, Inc.]

[Signature page to Fifth Waiver to Note Purchase Agreement - Intrepid Potash, Inc.]

ANNEX A

CONSENT AND REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Fifth Waiver to Note Purchase Agreement (the “Waiver Agreement”) dated as of July 29, 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: July 29, 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 A

JOINDER

This Joinder to the Fifth Waiver to Note Purchase Agreement (the “Waiver Agreement”), dated as of July 29, 2016 (the “Effective Date”), by and among Intrepid Potash, Inc. and the Holders is executed and delivered by [                  ] (the “Joining Holder”) as of [           ].  Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Waiver Agreement.

The Joining Holder hereby agrees to be bound by all of the terms of the Waiver Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time).  The Joining Holder shall hereafter be deemed to be a “Holder” for all purposes under the Waiver Agreement.

This Joinder 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.

Exhibit 10.2

EXECUTION COPY

WAIVER AND AMENDMENT NO. 7 TO CREDIT AGREEMENT

THIS WAIVER AND AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Waiver and Amendment No. 7”) is made as of July 29, 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 September 30, 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 quarters ended March 31, 2016 and June 30, 2016 until a date no later than September 30, 2016;

WHEREAS, the Borrower wishes to reduce the Aggregate Commitment to $1,000,000, 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 July 2016 Note Waiver (as defined in Article III below) expire, terminate or otherwise are of no force and effect and (y) September 30, 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 quarters ended March 31, 2016 and June 30, 2016, and agree that the failure to comply with such financial covenants for the fiscal quarters ended March 31, 2016 and June 30, 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 any quarter exceeds 10.70 to 1.00, or the Fixed Charge Coverage Ratio as set forth in Section 6.21(a) of the Credit Agreement is less than (1.50) to 1.00 as of the end of any 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 July 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 $8,000,000 to $1,000,000. 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 $1,000,000.  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 Issuer solely for those Letters of Credit issued prior to such date (with the understanding that

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only one such Letter of Credit has been issued).  If any Letter of Credit is issued on or after July 29, 2016, then all outstanding Letters of Credit shall be cash collateralized on the issuance date therefor, on terms and conditions reasonably acceptable to the LC Issuers, in an amount equal to 105% of the aggregate face amount thereof.

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

“Facility Termination Date” means the earliest of (x) September 30, 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.

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. 7 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. 7, (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. 7 shall become effective on the Effective Date, provided, however, that the effectiveness of this Waiver and Amendment No. 7 is subject to:

1.              The Administrative Agent’s receipt of counterparts of (i) this Waiver and Amendment No. 7 duly executed by the Borrower, the Administrative Agent and the Lenders required to approve this Waiver and Amendment No. 7 and (ii) a Consent and Reaffirmation in the form of Annex A hereto duly executed by each Guarantor.

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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 quarters ended March 31, 2016 and June 30, 2016 until September 30, 2016 or later (the “July 2016 Note Waiver”).

5.          The Administrative Agent shall have received the Borrower’s draft internally prepared financials for the quarter ended June 30, 2016.

ARTICLE IV- GENERAL

4.1          Expenses; Future Work Fees.  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. 7 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.  The Borrower acknowledges and agrees that any extension of the Facility Termination Date subsequent to the date hereof shall require its payment of a $10,000 work fee to each Lender.  No Lender has agreed or committed to any such future extension, and any such extension shall be approved or declined by each Lender in its sole discretion.  Such work fee shall be in addition to any other fees required by the Lenders at the time of any such extension.

4.2          Counterparts.  This Waiver and Amendment No. 7 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. 7 by telecopy or other electronic imaging methods shall be effective as delivery of a manually executed counterpart of this Waiver and Amendment No. 7.

4.3          Severability.  Any provision in this Waiver and Amendment No. 7 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. 7 are declared to be severable.

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4.4          Governing Law.  This Waiver and Amendment No. 7 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.

4.5          Successors; Enforceability.  The terms and provisions of this Waiver and Amendment No. 7 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. 7, 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. 7 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. 7 are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Waiver and Amendment No. 7.

4.8          Release. In further consideration of the execution by the Administrative Agent and the Lenders of this Waiver and Amendment No. 7, 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,

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and (v) the negotiation, documentation and execution of this Waiver and Amendment No. 7 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.

(signature pages follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Waiver and Amendment No. 7 to be executed by their respective officers thereunto duly authorized as of the date first written above.

Signature Page to

Waiver and Amendment No. 7

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 7

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 7

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 7

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 7

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 7

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 7

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 7

to

Intrepid Potash Credit Agreement

Signature Page to

Waiver and Amendment No. 7

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. 7 to Credit Agreement (the “Waiver and Amendment No. 7”)  dated as of July 29, 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. 7 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. 7.  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. 7 and as the same may from time to time hereafter be amended, modified or restated.

Dated: July 29, 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 99.1

Intrepid Potash Announces Extension of Debt Covenant Waivers and Agreement in Principle on Revised Terms with Creditors

DENVER; July 29, 2016 - Intrepid Potash Inc. (NYSE: IPI) today announced that it has obtained further waivers of certain covenants under its senior notes and its credit facility until September 30, 2016.  Intrepid has also reached an agreement in principle with holders of its senior notes regarding revised terms.  The agreement in principle is non-binding and allows the parties until September 30, 2016, to complete negotiations and definitive documentation.

Concurrently, Intrepid’s $8 million revolving credit facility was amended to, among other things, reduce the borrowing capacity to $1 million and extend the term to no later than September 30, 2016.  The revolving credit facility may only be used for letters of credit.

In addition, Intrepid received a commitment from a third party lender for an alternative credit facility to replace the existing credit facility, subject to various conditions, including that the revised terms of the agreement between Intrepid and the holders of its senior notes be satisfactory to the third party lender. The parties have until September 30, 2016, to complete negotiations and definitive documentation for this facility.

“We have made good progress and continue to work towards a final resolution of the debt covenant issues that we have been experiencing,” said Bob Jornayvaz, Intrepid’s Executive Chairman, President and CEO.  “We are grateful for the diligence and thoughtfulness our creditors have demonstrated in the negotiations this far and ask for patience from investors as we endeavor to memorialize these agreements in principle.”

Intrepid can make no assurance that the definitive documentation relating to the senior notes and revised credit facility will be entered into by September 30, 2016 on terms consistent with the agreements in principle or at all.

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 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 its West mine in July 2016, Intrepid’s

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production comes 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, among other things, statements about the timing and results of amendments to the Company’s debt agreements.  These statements are based on assumptions that the Company believes are reasonable.  Forward-looking statements, by their nature, address matters that are uncertain.  The particular uncertainties that could cause Intrepid’s actual results to be materially different from its forward-looking statements include the following:

·                  the Company’s ability to enter into acceptable definitive documentation of its agreements relating to the senior notes and credit facility by September 30, 2016 or at all;

·                  the Company’s ability to successfully adapt to its new business model after the idling of the West facility and the transition of the East facility to Trio®-only production;

·                  the Company’s ability to comply with covenants in its debt-related agreements to avoid a default under those agreements; the Company’s ability to come to an agreement with its current and potential future lenders on definitive terms for its debt-related agreements going forward; or a further reduction in the total amount available to the Company under its revolving credit facility;

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

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

·                  the costs of, and the Company’s ability to successfully construct, commission, and execute, any of its strategic projects;

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

·                  further write-downs of the carrying value of the Company’s assets, including inventories;

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

·                  changes in the Company’s 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;

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·                  adverse weather events, including events affecting precipitation and evaporation rates at the Company’s 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;

·                  the Company’s 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;

·                  the Company’s inability to fund necessary capital investments; and

·                  the other risks, uncertainties, and assumptions described in the Company’s periodic filings with the Securities and Exchange Commission, including in “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

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

All information in this document speaks as of the date of this release.  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, Senior Vice President and Chief Accounting Officer

Phone:  303-996-3023

Email: [email protected]

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