Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED Credit Agreement

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of April 17, 2020, by and among INTREPID POTASH, INC., a Delaware corporation (the “Company” and the initial “Borrower”), 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, and 203 E. Florence and each other, each individually, a “Guarantor” and collectively herein, as “Guarantors”), the lenders party hereto (collectively, the “Lenders”, and individually, a “Lender”), and BANK OF MONTREAL, as administrative agent (in such capacity, the “Administrative Agent”).

Preliminary Statements

A.            Company, Guarantors, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of August 1, 2019 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; any and all capitalized terms in this Amendment that are not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement as amended by this Amendment);

B.            The Company has requested that the Credit Agreement be amended as provided herein; and

C.            Administrative Agent and the Lenders signatory hereto, on the terms and conditions stated below, have agreed to the request of the Company in respect of the amendments to the Credit Agreement set forth herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1.         Amendments TO CREDIT AGREEMENT.

(a)            Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

"CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act and applicable rules and regulations thereunder, as amended from time to time.

“Cares Act Deferred Payments” means all payroll taxes, other Taxes or any other

amounts, payment of which is, in each case, deferred in accordance with the CARES Act.

“CARES Forgivable Uses” means uses of proceeds of an SBA PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act.

“Excluded PPP Debt” means, as of any date of determination, any SBA PPP Loan (other than interest thereon, to the extent not eligible for forgiveness), including the use of proceeds thereof, that satisfies (or is reasonably anticipated to satisfy) all SBA PPP Debt Forgiveness Conditions applicable thereto as of such date.

“First Amendment Effective Date” means April 17, 2020.

“Paycheck Protection Program” means the Paycheck Protection Program established under the CARES Act.

“Permitted SBA PPP Loan” means any SBA PPP Loan incurred by the Company so long as: (a) such SBA PPP Loan is unsecured, (b) such PPP Debt is guaranteed by the SBA in the manner set forth in Sections 1102 and 1106 of the CARES Act, (c) the Company has delivered to the Administrative Agent a completed copy of the borrower application form submitted to the financial institution from which such SBA PPP Loan is obtained, (d) at the time of incurrence thereof and after giving effect thereto, including the use of proceeds thereof, the aggregate outstanding principal amount of all such Indebtedness does not exceed $10,000,000 and (e) the terms of the loan documents governing such SBA PPP Loan do not result in an Event of Default under the Agreement.

"Small Business Act" means the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business).

“SBA” means the U.S. Small Business Administration.

“SBA PPP Account” means account #****** maintained with the Administrative Agent.

“SBA PPP Debt Forgiveness Conditions” means, with respect to any SBA PPP Loan, the conditions under the CARES Act, including Section 1106 thereof, to forgiveness of such SBA PPP Loan.

"SBA PPP Loan" means a loan incurred by the Company under 15 U.S.C. 636(a)(36) (as added to the Small Business Act by Section 1102 of the CARES Act).

(b)            Section 1.01 of the Credit Agreement is further amended by amending and restating the definitions of “Consolidated EBITDA”, “Consolidated Fixed Charges”, “Consolidated Funded Indebtedness” and “Excluded Deposit Account” as follows:

“Consolidated EBITDA” means, for any period, Consolidated Net Income plus, to the extent deducted from revenues in determining Consolidated Net Income and without duplication, (i) Consolidated Interest Charges, (ii) expense for income, franchise or similar Taxes paid in cash or accrued, (iii) depreciation expense, (iv) amortization expense, (v) impairment expense, (vi) all non-cash expenses related to stock based compensation, (vii) non-cash expenses (other than related to stock based compensation), (viii) extraordinary expenses, (ix) depletion expense, (x) accretion expense, (xi) costs qualifying as abnormal production costs under GAAP, (xii) any deferred financing costs related to prepayments of the Senior Notes, (xiii) any payments of Make-Whole Amount or Required Prepayment Premium on the Senior Notes, (xiv) any deferred financing costs related to a permanent reduction of commitments to lend under this Agreement, (xv) any restructuring costs, fees and expenses, including without limitation, the closing and related fees paid by the Company in connection with and contemplated by the Senior Notes Agreement, this Agreement and the refinancing of the Existing Credit Agreement (A) in an unlimited amount prior to the Closing Date and (B) in an aggregate amount for this clause (xv) after the Closing Date not to exceed $2,000,000, and (xvi) upon written approval of the Administrative Agent, other addbacks in an amount not to exceed $2,500,000 in any period of four consecutive fiscal quarters minus, to the extent included in Consolidated Net Income, (1) extraordinary income or extraordinary gains, in each case as defined by GAAP, (2) all non-cash income or gains, (3) non-recurring or unusual cash income or gains, (4) income tax credits and refunds (to the extent not netted from tax expense), (5) any cancellation of indebtedness income arising in connection with the forgiveness of the SBA PPP Loan, and (6) any cash payments made during such period in respect of non-cash items described in clause (vi) above subsequent to the fiscal quarter in which the relevant non-cash expenses, charges or losses were incurred, all calculated for the Company and its Subsidiaries on a Consolidated basis for such period. Any determination of Consolidated EBITDA shall exclude unrealized gains or losses in respect of Rate Management Transactions. For purposes of any determination of Consolidated EBITDA for any period, Consolidated Net Income shall exclude, solely to the extent not otherwise added or subtracted (as the case may be) in determining Consolidated EBITDA for such period, net losses or gains realized in connection with (i) any sale, lease, conveyance or other disposition of any asset (other than in the Ordinary Course of Business) or (ii) repayment, repurchase or redemption of Indebtedness.

“Consolidated Fixed Charges” means, for any period, for the Company and its Subsidiaries on a Consolidated basis, the sum of, without duplication, Consolidated Interest Charges for such period (excluding any interest that is paid in kind in respect of the Senior Notes), plus scheduled principal amortization of long term Consolidated Funded Indebtedness paid or payable during such period (other than in respect of Earn Out Obligations, Synthetic Lease Obligations and any prepayments of principal of the Senior Notes made pursuant to Section 8.1(a) of the Senior Notes Agreement as in effect on the Closing Date); provided that Consolidated Fixed Charges shall not include any amounts in respect of Excluded PPP Debt so long as no applicable Governmental Authority has determined that such SBA PPP Loan is not forgivable or will not be forgiven.

“Consolidated Funded Indebtedness” means, at any time, the aggregate amount of Consolidated Indebtedness, but excluding (without duplication) (i) obligations of the Company or a Subsidiary, whether or not assumed, secured by Liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person (other than obligations for borrowed money and obligations which are evidenced by notes, bonds or other similar instruments), (ii) obligations of the Company or a Subsidiary to purchase securities or other property arising out of or in connection with the sale of the same or substantially similar securities or property, but only if such obligation to purchase cannot be enforced prior to the Maturity Date, (iii) obligations of the Company or a Subsidiary as an account party with respect to commercial Letters of Credit, (iv) Contingent Obligations of the Company or a Subsidiary relating to Indebtedness of a type described in clauses (i) through (iii) of this definition, (v) Net Mark-To-Market Exposure of the Company or a Subsidiary under Rate Management Transactions; provided that, unless otherwise agreed in writing between the Administrative Agent and the Company, Earn Out Obligations which are not subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent will be included as Consolidated Funded Indebtedness (to the extent treated as Indebtedness under this Agreement) and (vi) any Excluded PPP Debt so long as, and to the extent that, no applicable Governmental Authority has determined that such SBA PPP Loan is not forgivable or will not be forgiven.

“Excluded Deposit Account” means (a) Trust Accounts, (b) zero balance disbursement accounts, (c) Excluded Escrow/Cash Collateral Accounts, (d) the SBA PPP Account and (e) other Deposit Accounts maintained in the Ordinary Course of Business containing cash amounts that do not exceed at any time $200,000 for any such account.

(c)            Section 1.01 of the Credit Agreement is further amended by amending the definition of “Indebtedness” by (i) deleting the word “and” at the end of clause (g); replacing the period at the end of clause (h) with “; and”; and (iii) adding a new clause (i) as follows:

“(i)        all CARES Act Deferred Payments of such Person which are due and payable.”

(d)            Article VII of the Credit Agreement is hereby amended by adding a new Section 7.18 in appropriate numerical order as follows:

“7.18 SBA PPP Loan.

(a)            Each Borrower and each other Loan Party that incurred any SBA PPP Loan shall (i) comply in all material respects with all applicable provisions of the Paycheck Protection Program and (ii) use commercially reasonable efforts to conduct their business in a manner that maximizes the amount of the SBA PPP Loan that is forgiven.

(b)            Each Borrower and each other Loan Party that incurred any SBA PPP Loan shall (i) maintain all records required to be submitted in connection with the forgiveness of any SBA PPP Loan, (ii) promptly apply for forgiveness of such SBA PPP Loan in accordance with regulations implementing Section 1106 of the CARES Act in all material respects and (iii) provide Administrative Agent with a copy of its application for forgiveness and supporting documentation reasonably requested by the Administrative Agent in connection with the forgiveness of any SBA PPP Loan.

(c)            Each Borrower and each other Loan Party that incurs any SBA PPP Loan shall maintain the proceeds of the SBA PPP Loan at the SBA PPP Account.

(d)            Notwithstanding that the SBA PPP Account may be maintained at BMO or BMO Harris, BMO in its capacity as Agent and a Lender under the Loan Documents (but not in its capacity as a depositary bank) disclaims any security interest in the PPP Account and agrees in its capacity as Agent and a Lender (but not in its capacity as a depositary bank) that it will not exercise any right of setoff or other secured lender remedies with respect to the SBA PPP Account with respect to the Obligations. The parties hereto acknowledge that nothing contained in the foregoing sentence will limit or restrict any rights which BMO or BMO Harris may possesses in the SBA PPP Account in its capacity as depositary bank so long as such rights are not exercised to satisfy any or all of the Obligations.”

(e)            Section 8.01 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (r); (ii) replacing the period at the end of clause (s) with “; ”; and (iii) adding a new clauses (t) and (u) as follows:

“(t)        Permitted SBA PPP Loan; and

(u)         Indebtedness constituting CARES Act Deferred Payments.”

(f)            Section 9.01 is hereby amended by in clause (b) therein, replacing the words “7.07, or 7.11” with “7.07, 7.11, or 7.18”.

(g)            Exhibit B to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit B attached to this Agreement.

Section 2.         Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:

(a)            The Company, the other Loan Parties, the Required Lenders and the Administrative Agent shall have executed and delivered this Amendment to the Administrative Agent;

(b)            The Administrative Agent shall have received a fully executed amendment to the Senior Notes Agreement in form and substance reasonably satisfactory to the Administrative Agent which permits the loans to the Loan Parties under the Paycheck Protection Program.

(c)            The Company shall have paid all out-of-pocket fees, charges and disbursements of counsel to the Agent on or prior to the First Amendment Effective Date;

(d)            Each of the representations and warranties made by the Loan Parties in or pursuant to Section 3 of this Amendment, in the Credit Agreement and in any other Loan Document (except, in each case, to the extent applicable to an earlier date) shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the First Amendment Effective Date as if made on and as of such date; and

(e)            No Default or Event of Default shall have occurred and be continuing as of the First Amendment Effective Date, and no Default or Event of Default shall occur as a result of the effectiveness of this Amendment.

Section 3.         REPRESENTATIONS AND WARRANTIES. Each Loan Party hereby represents and warrants as follows:

(a)            The execution and delivery of this Amendment by such Loan Party, and the performance by such Loan Party of its obligations under this Amendment and each of the other Loan Documents delivered in connection with this Amendment, to which it is a party, is within such Loan Party's requisite powers, have been duly authorized by all requisite action, including member or partnership action to the extent required, and do not (i) contravene the terms of the Organization Documents of any such Loan Party, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (x) any material Contractual Obligation to which such Loan Party is a party or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject, (iii) result in or require the creation or imposition of any Lien upon any assets of any Loan Party other than Permitted Liens or (iv) violate any material Law in any material respect;

(b)            No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required for the due execution and delivery of this Amendment by such Loan Party, and for the performance by such Loan Party of its obligations under this Amendment or any other Loan Document entered into in connection with this Amendment, to which it is a party, except for authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect;

(c)            This Amendment has been, and each other Loan Document to be delivered by any Loan Party in connection with this Amendment will have been, duly executed and delivered by such Loan Party. This Amendment and each of the other Loan Documents delivered in connection with this Amendment are the legal, valid and binding obligations of such Loan Party, enforceable against such Loan Party in accordance with their respective terms) except as the enforcement hereof may be limited by any applicable Debtor Relief Laws or by general equitable principles; and

(d)            After giving effect to this Amendment, the representations and warranties of such Loan Party set forth in Article VI of the Credit Agreement or in any other Loan Document, are true and correct in all material respects (and in all respects, if already qualified by materiality or Material Adverse Effect), on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects, if already qualified by materiality or Material Adverse Effect) as of such earlier date.

Section 4.         reference to and effect on the loan documents.

(a)            On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement or such other Loan Document, as amended by, and after giving effect to, this Amendment.

(b)            On and after the effectiveness of this Amendment, each reference in each of the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by, and after giving effect to, this Amendment.

(c)            The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, or constitute a waiver of any provision of any of the Loan Documents.

(d)            Each party hereto hereby agrees that this Agreement shall be a “Loan Document.”

SECtion 5.         Miscellaneous.

(a)            Full Force and Effect; Reaffirmation. Except as supplemented, modified and amended by this Amendment, the terms and conditions of the Credit Agreement and other Loan Documents shall remain unmodified and shall continue in full force and effect. Company and each other Loan Party hereby reaffirm all of their obligations under the Credit Agreement and other Loan Documents, as supplemented, modified and amended hereby.

(b)            Counterparts. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by fax or other electronic transmission (which shall include “PDF” or “TIFF” format) shall be as effective as delivery of a manually executed counterpart of this Amendment.

(c)            Release. The Company and the other Loan Parties hereby voluntarily and knowingly forever release, discharge, waive and relinquish any and all claims, demands, causes of action of every kind and nature whatsoever, whether in law, in equity or before an administrative agency, whether known or unknown, direct or indirect, fixed or contingent, whether heretofore asserted or not, and whether arising based on a tort or breach of contractual or other duty, arising under or in connection with this Amendment, any other Loan Document or the transactions contemplated thereby based on the acts or omissions of the Administrative Agent or any Lender and each of their past and present officers, directors, managers, employees, partners, agents, shareholders, members, trustees, predecessors, successors, and assigns (the “Released Parties”) existing on or before the date hereof, that the Company or the Loan Parties ever had, have or may have against the Released Parties, in each case other than as arising in respect of gross negligent or willful misconduct of the Administrative Agent or any Lender.

(c)            Reservation of Rights; No Waiver. The Administrative Agent and Lenders have not waived, is not by this Amendment waiving, and has no intention of waiving, any defaults which may occur after the date hereof, and the Administrative Agent and Lenders have not agreed to forbear with respect to any of its rights or remedies concerning any Events of Default, which may have occurred or are continuing as of the date hereof or which may occur after the date hereof. Except as expressly set forth in this Amendment, the Administrative Agent and Lenders reserve all of their respective rights and remedies under the Loan Documents, at law or in equity, and at such times as the Administrative Agent or Lenders from time to time may elect.

(d)            Costs and Expenses. The Company hereby agrees to pay all costs and expenses of the Administrative Agent incurred in connection with this Amendment and the matters contemplated herein in accordance with the terms of Section 11.04 of the Credit Agreement, including all reasonable attorney’s fees (to the extent required by Section 11.04 of the Credit Agreement).

(e)            Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.

(f)            Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by its duly authorized officers as of the day and year first above written.

Exhibit 10.2

INTREPID POTASH, INC.

FIFTH AMENDMENT TO

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

Senior Secured Notes, Series A, due April 16, 2020

Senior Secured Notes, Series B, due April 14, 2023

Senior Secured Notes, Series C, due April 16, 2025

Dated as of April 17, 2020

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 Amended and Restated Note Purchase Agreement dated as of October 31, 2016 among Intrepid Potash, Inc. (the “Company”) and the Existing Noteholders listed in Schedule A attached thereto, as amended by the First Amendment to Amended and Restated Note Purchase Agreement dated as of November 9, 2016, the Second Amendment to Amended and Restated Note Purchase Agreement dated as of November 21, 2016, the Third Amendment to Amended and Restated Note Purchase Agreement dated as of December 22, 2016 and the Fourth Amendment to Amended and Restated Note Purchase Agreement dated as of June 30, 2017 (as so amended, the “Existing Note Purchase Agreement”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” The Existing Note Purchase Agreement, as amended by this Fourth Amendment to Amended and Restated Note Purchase Agreement (this “Amendment 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.

The Company has requested that the Holders agree to certain amendments to the Existing Note Purchase Agreement. The undersigned Holders have agreed to such amendments on the terms and conditions set forth herein.

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.                AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT

Effective as of the Amendment Effective Date, the Existing Note Purchase Agreement is hereby amended as set forth on Schedule II attached hereto (such amendments, collectively, the “Amendments”).

2.                REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to the Holders as follows:

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 Amendment Effective Date, would constitute a Default or Event of Default.

2.2           Authorization, etc. The execution, delivery and performance by the Company of this Amendment 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 Amendment 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 (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) 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 Amendment 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 Amendment 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           Revolving Credit Agreement Amendment. No fee or other consideration or remuneration has been paid or will be paid to the Revolving Agent or any Revolving Lender as an inducement to enter into the Revolving Credit Agreement Amendment (as defined below).

3.                AMENDMENT EFFECTIVE DATE

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

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

3.2           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.

3.3            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.

3.4            Revolving Credit Agreement. Each of the Company (as defined in the Revolving Credit Agreement), the Revolving Agent and the Revolving Lenders shall have duly executed and delivered a First Amendment to Credit Agreement (the “Revolving Credit Agreement Amendment”), in form and substance satisfactory to the Required Holders, and the Holders shall have received a fully executed copy thereof.

3.5            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 Amendment Agreement and the other documents related hereto to the extent invoiced at least one Business Day prior to the date hereof.

4.                MISCELLANEOUS

4.1            Ratification. Subject to the Amendments, 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.

4.2            Reference to and Effect on the Note Purchase Agreement. On and after the Amendment 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 amended hereby.

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

4.4           Governing Law. This Amendment 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.

4.5            Counterparts. This Amendment 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 Amendment Agreement.

4.6            Release. In further consideration of the execution by the Holders of this Amendment 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 Amendment 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]

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

[Signature Page to Fifth Amendment to Note Purchase Agreement]

[Signature Page to Fifth Amendment to Note Purchase Agreement]

[Signature Page to Fifth Amendment to Note Purchase Agreement]

[Signature Page to Fifth Amendment to Note Purchase Agreement]

[Signature Page to Fifth Amendment to Note Purchase Agreement]

ANNEX A

CONSENT AND REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Fifth Amendment to Amended and Restated Note Purchase Agreement (the “Amendment Agreement”) dated as of April 17, 2020, among Intrepid Potash, Inc. (the “Company”) and the Holders party to the Amended and Restated Note Purchase Agreement, dated as of October 31, 2016, as amended by the First Amendment to Amended and Restated Note Purchase Agreement dated as of November 9, 2016, the Second Amendment to Amended and Restated Note Purchase Agreement dated as of November 21, 2016, the Third Amendment to Amended and Restated Note Purchase Agreement dated as of December 22, 2016 and the Fourth Amendment to Amended and Restated Note Purchase Agreement dated as of June 30, 2017 (as amended thereby and by the Amendment Agreement and 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 Amendment 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 Amendment Agreement and as the same may from time to time hereafter be amended, restated, supplemented or otherwise modified.

Dated: April 17, 2020

[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 (Amended and Restated Note Purchase Agreement)]

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

SCHEDULE II

Amendments to Existing Note Purchase Agreement

“9.14.      SBA PPP Loan.

(a)       The Company shall, and shall cause each of its Subsidiaries to, (i) comply in all material respects with all applicable provisions of the Paycheck Protection Program and (ii) use commercially reasonable efforts to conduct its business in a manner that maximizes the amount of the SBA PPP Loan that is forgiven.

(b)       The Company shall, and shall cause each of its Subsidiaries to, (i) maintain all records required to be submitted in connection with the forgiveness of any SBA PPP Loan, (ii) promptly apply for forgiveness of such SBA PPP Loan in accordance with regulations implementing Section 1106 of the CARES Act in all material respects and (iii) provide each holder of Notes with a copy of its application for forgiveness and supporting documentation reasonably requested by the Required Holders in connection with the forgiveness of any SBA PPP Loan.

(c)       The Company shall, and shall cause each of its Subsidiaries to, maintain the proceeds of the SBA PPP Loan at the SBA PPP Account.”

“(xii) all CARES Act Deferred Payments of such Person which are due and payable.”