0001193125-08-075735 Sample Contracts

FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

EMPLOYMENT AGREEMENT (the “Agreement”) dated ______, 2008 between Intrepid Potash Inc., a Delaware corporation, having its principal executive offices in Denver, Colorado, (the “Company”) and _______________ (“Executive”).

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FORM OF TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

This Transition Services Agreement (this “Agreement”), is entered into as of April ___, 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”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 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”).

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EXCHANGE AGREEMENT
Exchange Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS EXCHANGE AGREEMENT dated as of __________, 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.

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FORM OF DIRECTOR DESIGNATION AND VOTING AGREEMENT
Director Designation and Voting Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS DIRECTOR DESIGNATION AND VOTING AGREEMENT dated as of [__________ __], 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.

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FORM OF FOURTH AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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).

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THIRD AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

THIS THIRD AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of October 12, 2007, 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”), 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).

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] Shares Intrepid Potash, Inc. Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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FIRST AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

THIS FIRST AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 23, 2007, is by and among INTREPID MINING LLC, a Colorado limited liability company (“IMLLC”), 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”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (“USB”), in its capacity as lead arranger and Agent (“Agent”), and the Lender referred to below.

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT INTREPID MINING LLC INTREPID POTASH-MOAB, LLC INTREPID POTASH-NEW MEXICO, LLC INTREPID POTASH-WENDOVER, LLC and U.S. BANK NATIONAL ASSOCIATION, AS LEAD ARRANGER AND ADMINISTRATIVE AGENT and THE LENDERS NAMED...
Credit Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 9, 2007, is by and among INTREPID MINING LLC, a Colorado limited liability company (“IMLLC”), 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”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (“USB”), in its capacity as lead arranger and Agent (as defined below), and the Lenders referred to below.

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INTREPID POTASH, INC.
Restricted Stock Agreement • April 7th, 2008 • 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 shares of Restricted Stock issued under the Intrepid Potash, Inc. 2008 Equity Incentive Plan (the “Plan”) to the Grantee named below. This Restricted Stock Agreement (the “Agreement”) evidences the terms of that grant of Restricted Stock.

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INTREPID POTASH, INC.
Director Stock Grant Agreement • April 7th, 2008 • 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 shares of Stock under the Intrepid Potash, Inc. 2008 Equity Incentive Plan (the “Plan”) to the Grantee named below. This Director Stock Grant Agreement (the “Agreement”) evidences the terms of that grant.

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SECOND AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 7th, 2008 • Intrepid Potash, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Colorado

THIS SECOND AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 11, 2007, 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”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (“USB”), in its capacity as lead arranger and Agent (“Agent”), on behalf of the Existing Lenders (as defined below), and the Additional Lenders (as defined below).

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