Item 1.01.
Entry into a Material Definitive Agreement.
On September 30, 2016, Intrepid Potash, Inc. (
Intrepid
,
we
, or
our
) entered into a Second Amendment and Sixth 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.
The NPA Waiver provides for the following changes to the NPA, among others:
·
The Noteholders are waiving until October 31, 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 October 31, 2016).
·
Our prepayment of $15 million of senior notes outstanding under the NPA and the payment of a modified make-whole amount of $806,000 relating to the prepayment.
·
If we are required to make a mandatory offer to prepay the senior notes upon a change of control in accordance with the NPA, we would also be required to offer a full make-whole amount relating to the prepayment.
On October 3, 2016, we prepaid $15 million of senior notes and paid the modified make-whole amount in accordance with the NPA Waiver, as described above. After the prepayment, we have $135 million of senior notes outstanding.
Except as amended by the NPA Waiver, the terms of the NPA remain unchanged. The description set forth above is qualified in its entirety by the NPA Waiver, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference into this Item 1.01.