EXTENSION AND AMENDMENT OF TRANSITION SERVICES AGREEMENT
Exhibit
99.1
EXTENSION
AND AMENDMENT OF TRANSITION SERVICES AGREEMENT
This Extension and Amendment of
Transition Services Agreement (this “Extension Agreement”), dated
July 14, 2009, to be effective as of April 25, 2009 (the “Effective Date”), is
between Intrepid Potash,
Inc., a Delaware corporation (“Intrepid Potash”),
and Intrepid Oil & Gas,
LLC, a Colorado limited liability company (“IOG”).
Recitals
A. Pursuant
to that Transition Services Agreement dated as of April 25, 2008 (the “Agreement”), Intrepid
Potash agreed to provide certain services to IOG in connection with IOG’s oil
and gas business. The Agreement expired by its terms on April 24,
2009, except that Sections 7 through 16 thereof survived such
termination.
B. Intrepid
Potash has furnished certain services to IOG following the termination of the
Agreement and IOG desires for Intrepid Potash to continue to provide such
services to IOG. Accordingly, the parties desire to renew and extend
the term of the Agreement.
Agreement
In consideration of the mutual promises
and covenants contained herein, and other good and valuable consideration, the
parties hereto agree as follows:
1. Extension. The
Agreement is hereby renewed, effective as of the Effective Date, and shall
continue in full force and effect until April 24, 2010. IOG may
terminate the Agreement, as amended, renewed and extended hereby, upon 30 days’
prior written notice to Intrepid Potash. Upon the termination of the
Agreement, as amended, renewed and extended hereby, all rights and obligations
of the parties hereunder shall terminate, except that (a) each of Intrepid
Potash and IOG shall deliver any property belonging to the other party to such
other party promptly upon such termination, (b) IOG shall continue to be
responsible for, and shall pay in accordance with Section 4 of the Agreement,
any Services Fee and Reimbursements (as such terms are defined in the Agreement)
accrued prior to the date of such termination, and (c) the rights and
obligations of the parties set forth in Sections 7 through 16 of the Agreement
shall survive such termination.
2. Amendment of Exhibit
A. Exhibit A to the Agreement is hereby amended and restated
in its entirety as set forth in Exhibit A attached hereto.
3. Continuation of the
Agreement. Except as set forth in this Extension Agreement,
the provisions of the Agreement shall remain in full force and effect, and if
there is a conflict between the terms of this Extension Agreement and those of
the Agreement, the terms of this Extension Agreement shall control.
4. Counterparts. This
Extension Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other.
The parties hereto have caused this
Extension Agreement to be executed on the day and year first above
written.
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INTREPID
POTASH:
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a
Delaware corporation
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By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇
▇. ▇▇▇▇
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Title: Executive
Vice President and General Counsel
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IOG:
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Intrepid
Oil & Gas, LLC,
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a
Colorado limited liability company
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By: /s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III
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Name: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇ III
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Title: Manager
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[Signature Page to Extension
Agreement]