43,541,667 Shares Intrepid Potash, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2017 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
INTREPID POTASH, INC. Up to $40,000,000 Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • May 26th, 2017 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Intrepid Potash, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
INTREPID POTASH, INC. $150,000,000 Senior Notes $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 NOTE PURCHASE...Note Purchase Agreement • August 28th, 2012 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
CREDIT AGREEMENT DATED AS OF AUGUST 3, 2011 AMONG INTREPID POTASH, INC., THE LENDERS, U.S. BANK NATIONAL ASSOCIATION AS ADMINISTRATIVE AGENT WELLS FARGO BANK, NATIONAL ASSOCIATION AS SYNDICATION AGENT AND U.S. BANK NATIONAL ASSOCIATION AND WELLS FARGO...Credit Agreement • August 8th, 2011 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 1, 2019 among INTREPID POTASH, INC., and ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO, as Borrowers or Guarantors, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and BANK OF MONTREAL, as...Credit Agreement • August 1st, 2019 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Illinois
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 1, 2019, among INTREPID POTASH, INC., a Delaware corporation (the “Company”), and each other Subsidiary of the Company that may join hereto as a borrower (together with the Company, each may be referred to individually, as a “Borrower” and collectively herein, as “Borrowers”), INTREPID POTASH — MOAB, LLC, a Delaware limited liability company (“Intrepid Moab”), INTREPID POTASH—NEW MEXICO, LLC, a New Mexico limited liability company (“Intrepid New Mexico”), INTREPID POTASH — WENDOVER, LLC, a Colorado limited liability company (“Intrepid Wendover”), 203 E. FLORENCE, LLC, a Delaware limited liability company (“203 E. Florence”), MOAB GAS PIPELINE, LLC, a Colorado limited liability company (“Moab Gas” and together with Intrepid Moab, Intrepid New Mexico, Intrepid Wendover, 203 E. Florence and each other Person that may join hereto as a guarantor, each individually, a “Guarantor” and collectively herei
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 25th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of April , 2008, is made by and between Intrepid Potash, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
EMPLOYMENT AGREEMENT (the “Agreement”) dated April 25, 2008 between Intrepid Potash Inc., a Delaware corporation, having its principal executive offices in Denver, Colorado, (the “Company”) and Hugh E. Harvey, Jr. (“Executive”).
INTREPID POTASH, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 4th, 2016 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Intrepid Potash, Inc., a Delaware corporation (“Intrepid”), has granted you an award of shares of Restricted Stock under the Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Restricted Stock Agreement (this “Agreement”).
INTREPID POTASH, INC. FOURTH 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, 2025Note Purchase Agreement • July 15th, 2016 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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.
AMENDED AND RESTATED EQUITY INCENTIVE PLANRestricted Stock Agreement • May 3rd, 2022 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Restricted Stock under the Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Restricted Stock Agreement (this “Agreement”). You must accept this award of shares of Restricted Stock in the manner designated by Intrepid in the accompanying grant notice (e.g. electronic acceptance) not later than 30 days after the Grant Date specified in the accompanying grant notice, or this award of shares of Restricted Stock will be rendered void and without effect.
AIRCRAFT DRY LEASEAircraft Dry Lease • January 12th, 2009 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Lease of aircraft is made effective as of January 9, 2009, by and between Intrepid Production Holdings LLC, a Colorado limited liability company, with an address of 700 17th St., Suite 1700, Denver, CO 80202 (“Lessor”), and Intrepid Potash, Inc., a Delaware corporation, with an address of 700 17th St., Suite 1700, Denver, CO 80202 (“Lessee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2010 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amended Agreement") dated May 19, 2010, between Intrepid Potash, Inc., a Delaware corporation, having its principal executive offices in Denver, Colorado, (the "Company") and Robert P. Jornayvaz III ("Executive").
SUBLEASE AGREEMENTSublease Agreement • December 18th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS SUBLEASE AGREEMENT (this “Sublease”) is made on December 17, 2008, by INTREPID POTASH, INC., a Delaware corporation (“Sublandlord”), whose address is Suite 4200, 707-17th Street, Denver, Colorado 80202, and THE LARRK FOUNDATION (“Subtenant”), whose address is Suite 4175, 707-17th Street, Denver, Colorado 80202.
INTREPID POTASH, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 4th, 2016 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Intrepid Potash, Inc., a Delaware corporation (“Intrepid”), has granted you an option (the “Option”) to purchase shares of Intrepid’s Common Stock under the Intrepid Potash, Inc. Amended and Restated Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Stock Option Agreement (this “Agreement”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 1st, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This Transition Services Agreement (this “Agreement”), is entered into as of April 25, 2008 (the “Effective Date”), between Intrepid Potash, Inc., a Delaware corporation (“Intrepid Potash”), and Intrepid Oil & Gas, LLC, a Colorado limited liability company (“IOG”), and for the limited purposes of joining in and agreeing to Sections 8 and 9, Intrepid Potash-Moab, LLC, a Delaware limited liability company (“Intrepid Moab”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 25, 2008 by and among Intrepid Potash, Inc., a Delaware corporation (the “Company”), Harvey Operating & Production Company, a Colorado corporation (“HOPCO”), Intrepid Production Corporation, a Colorado corporation (“IPC”), and Potash Acquisition, LLC, a Delaware limited liability company (“PAL” and, collectively with HOPCO and IPC, the “Original Stockholders”).
EXCHANGE AGREEMENTExchange Agreement • April 25th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS EXCHANGE AGREEMENT dated as of April 21, 2008 (this “Agreement”), is between Intrepid Potash, Inc., a Delaware corporation (“Intrepid Potash”), and Intrepid Mining LLC, a Delaware limited liability company (“Intrepid Mining”). Certain terms used in this Agreement are defined in Section 1.1.
FORM OF CHANGE-IN-CONTROL SEVERANCE AGREEMENT FOR SENIOR OFFICERSChange-in-Control Severance Agreement • March 1st, 2010 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
CHANGE IN CONTROL SEVERANCE AGREEMENT by and between Intrepid Potash, Inc., a Delaware corporation (the "Company"), and [ ] (the "Executive"), dated as of the [ ] day of [ ].
DIRECTOR DESIGNATION AND VOTING AGREEMENTDirector Designation and Voting Agreement • May 1st, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
THIS DIRECTOR DESIGNATION AND VOTING AGREEMENT dated as of April 25, 2008 (this “Agreement”), is among Intrepid Potash, Inc., a Delaware corporation (“Intrepid”), Harvey Operating and Production Company, a Colorado corporation (“HOPCO”), Intrepid Production Corporation, a Colorado corporation (“IPC”), and Potash Acquisition, LLC, a Delaware limited liability company (“PAL” and, collectively with HOPCO and IPC, the “Founding Stockholders”). Certain terms used in this Agreement are defined in Section 1.1.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 4th, 2016 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
NON-EXCLUSIVE AIRCRAFT DRY-LEASE AGREEMENT Dated as of the 1st day of January, 2011 by and between BH Holdings LLC, as Lessor, and Intrepid Potash, Inc as Lessee, Canadair, Ltd. model CL-600-2B16 aircraft INSTRUCTIONS TO COMPLY WITH TRUTH-IN-LEASING...Non-Exclusive Aircraft Dry-Lease Agreement • December 13th, 2011 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This AIRCRAFT LEASE AGREEMENT (this “Agreement”) is entered into by and between BH Holdings LLC, a Colorado limited liability company, as lessor (“Lessor”), and Intrepid Potash, Inc., a Delaware corporation, as lessee (“Lessee”) (Lessor and Lessee are collectively the “Parties”), and is effective as of January 1, 2011.
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 7th, 2019 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), is executed on March 28, 2019, by and among DINWIDDIE CATTLE COMPANY, LLC, a New Mexico limited liability company (hereinafter referred to as “Seller”), SHERBROOKE PARTNERS, LLC, a Texas limited liability company (“Sherbrooke”), and INTREPID POTASH – NEW MEXICO, LLC, a New Mexico limited liability company (“Intrepid,” and together with Sherbrooke, each a “Buyer,” and collectively, as “Buyers”). Seller and Buyers are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.
FORM OF FOURTH AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
THIS FOURTH AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of , 2008 (the “Effective Date”), is by and among INTREPID MINING LLC, a Delaware limited liability company (“IMLLC”), formerly by way of conversion Intrepid Mining LLC, a Colorado limited liability company, INTREPID POTASH-MOAB, LLC, a Delaware limited liability company (“IPMLLC”), INTREPID POTASH-NEW MEXICO, LLC, a New Mexico limited liability company (“IPNMLLC”), INTREPID POTASH-WENDOVER, LLC, a Colorado limited liability company (“IPWLLC”), INTREPID POTASH, INC., a Delaware corporation (“IPI”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (“USB”), in its capacity as lead arranger and Agent (“Agent”), and the Lenders (as defined below).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 30th, 2017 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Illinois
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of June 30, 2017, is made by and among INTREPID POTASH, INC., a Delaware corporation, INTREPID POTASH — MOAB, LLC, a Delaware limited liability company, INTREPID POTASH—NEW MEXICO, LLC, a New Mexico limited liability company, INTREPID POTASH — WENDOVER, LLC, a Colorado limited liability company, and each other Person that may join the Credit Agreement (as hereinafter defined) as a borrower (each may be referred to individually, as a “Borrower” and collectively herein, as “Borrowers”), 203 E. FLORENCE, LLC, a Delaware limited liability company, MOAB GAS PIPELINE, LLC, a Colorado limited liability company, and each other Person that may join the Credit Agreement as a Guarantor, the Lenders identified on the signature pages hereof, and BANK OF MONTREAL, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and a Letter of Credit Issuer.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • February 19th, 2015 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of January 5, 2015, is made by and between Intrepid Potash, Inc., a Delaware corporation (the “Corporation”), and Martin D. Litt (“Executive”).
Fourth Amendment to Employment AgreementEmployment Agreement • May 7th, 2019 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
This Fourth Amendment to Employment Agreement (this “Amendment”), dated as of March 12, 2019, is entered into between Intrepid Potash, Inc., a Delaware corporation (the “Company”), and Robert P. Jornayvaz III (“Executive”).
INTREPID POTASH, INC. 2008 EQUITY INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENTStock Option Agreement • February 7th, 2011 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Intrepid Potash, Inc., a Delaware corporation (the “Company”), has granted an option to purchase shares of the Company’s Common Stock to the Optionee named below under the Intrepid Potash, Inc. 2008 Equity Incentive Plan (the “Plan”). This Stock Option Agreement (the “Agreement”) evidences the terms of that Option grant.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 28th, 2015 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made as of August 28, 2015 (the “Effective Date”) 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 herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2011 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated February 23, 2011, between Intrepid Potash, Inc., a Delaware corporation, having its principal executive offices in Denver, Colorado, (the “Company”) and Robert P. Jornayvaz III (“Executive”).
EQUITY INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT (PRODUCTION)Performance Unit Agreement • February 14th, 2013 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Intrepid Potash, Inc., a Delaware corporation (“Intrepid”), has granted you an award of performance units (the “Performance Units”) under the Intrepid Potash, Inc. Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan and this Performance Unit Agreement (this “Agreement”). A Performance Unit is a bookkeeping entry that initially represents the right to receive one share of Intrepid's Common Stock on a date determined in accordance with this Agreement, subject to the risk of cancellation and forfeiture.
INTREPID POTASH, INC. 2008 EQUITY INCENTIVE PLAN PERFORMANCE UNIT AGREEMENT (PRODUCTION)Performance Unit Agreement • March 7th, 2012 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
The Board of Directors of Intrepid Potash, Inc., a Delaware corporation (the “Company”), has granted an award of performance units (the “Performance Units”) under the Intrepid Potash, Inc. 2008 Equity Incentive Plan (the “Plan”) to the Grantee named below. This Performance Unit Agreement (this “Agreement”) evidences the terms of that award of Performance Units.
WAIVER AND AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • May 9th, 2016 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
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.
WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • March 24th, 2016 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado
THIS WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Waiver and Amendment No. 5”) is made as of March 23, 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.
INTREPID POTASH, INC. SECOND AMENDMENT AND SIXTH 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...Note Purchase Agreement • October 4th, 2016 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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.
CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[***]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THIRD AMENDMENT OF COOPERATIVE...Cooperative Development Agreement • December 13th, 2023 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels)
THIS THIRD AMENDMENT OF COOPERATIVE DEVELOPMENT AGREEMENT (this “Amendment”), dated effective as of January 1, 2024 (the “Amendment Date”), is among Intrepid Potash, Inc., a Delaware corporation (“IPI”), and Intrepid Potash-New Mexico, LLC, a New Mexico limited liability company (“Intrepid-NM”, and together with IPI, collectively, “Intrepid”), and XTO Holdings, LLC, a Delaware limited liability company (“XTO Holdings”), and XTO Delaware Basin, LLC, a Texas limited liability company (“XTO Delaware Basin”, and together with XTO Holdings, collectively, “XTO”). IPI, Intrepid-NM, XTO Holdings and XTO Delaware Basin shall be referred to herein, individually, as a “Party”, and collectively, as the “Parties”.
