Aircraft Dry Lease



 Exhibit 10.1 
 AIRCRAFT DRY LEASE 
 This Lease of aircraft is made effective as of June 12, 2008, by and
between BH Holdings LLC, with an address of 700 17th St., Suite 1750, Denver, CO 80202 (“Lessor”) and Intrepid Potash, Inc., with an address of 700 17th St., Suite 1700, Denver, CO 80202 (“Lessee”).

 RECITALS 
 The parties
recite that: 
 WHEREAS, Lessor owns and is the registered owner of the airframe together with the Engines, APU(s) and all appliances, parts,
instruments, avionics and appurtenances thereto, including any replacement part(s) or engine(s) which may be installed on the Aircraft from time to time, and all logs, manuals and other records relating to such Aircraft (collectively, the
“Aircraft”): 
  

			
	FAA Registration Number:	  	N518CL
	Aircraft Serial Number:	  	5180
	Aircraft Manufacturer:	  	Canadair, Ltd.
	Aircraft Model:	  	CL-600-2B16
	Aircraft Year:	  	1995
	Engine Serial Numbers:	  	807282 and 807284
	Engine Manufacturer:	  	GE
	Engine Model:	  	CF-34-1A

 WHEREAS, Lessee desires to lease the Aircraft under such terms and conditions as are mutually
satisfactory to the parties. 









 The parties agree as follows: 
 SECTION ONE 
 LEASE OF AIRCRAFT 
 For Four Thousand Four Hundred Twenty Nine Dollars ($4,429) per flight hour, Lessor agrees to lease the Aircraft to Lessee, Lessee acknowledges that
Lessor has also entered into a management agreement with Airmax, LLC, a limited liability company organized under the laws of the State of Colorado with an address at 8551 Aviator Lane, Centennial, CO 80112, pursuant to which Airmax, LLC shall
manage the Aircraft according to 14 C.F.R. Part 91 and Airmax, LLC’s policies. It shall be conclusively presumed between the parties that Lessee has fully inspected the Aircraft having knowledge that it is in good condition and repair and that
Lessee is satisfied with and has accepted the Aircraft in such condition and repair. 
 SECTION TWO 
 TERM 
 This Lease will commence on the
date first above written and continue for one year after said date. Thereafter, this Lease will be automatically renewed on a month to month basis, unless sooner terminated by either party as hereinafter provided. Either party may at any time
terminate this Lease upon thirty (30) days written notice to the other party, delivered personally or by certified mail, return receipt requested, at the address set forth above. 
 SECTION THREE 
 PRIVATE AND COMMERCIAL OPERATION 
 Neither Lessee nor Lessor will make the Aircraft available for hire within the meaning of the Federal Aviation Regulations. The Aircraft must be operated
in accordance with 14 C.F.R. Part 91 at all times, Lessor and Lessee hereby agree that Lessee shall have complete and uncompromised operational control of the Aircraft under 14 C.R.R. Part 91 at all times the Aircraft is operated by Lessee under
this Lease. Lessee represents and warrants that it is leasing the Aircraft for either: 
 (a) the personal transportation of Lessee and
Lessee’s guests where no charge, assessment or fee is made for such transportation; or 
  

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 (b) the transportation of Lessee’s officers, employees, guests and property where such
transportation is within the scope of or incidental to Lessee’s business. 
 Lessee represents and warrants that it is not leasing the
Aircraft for the purpose of charter or lease to third parties which could be considered commercial air transportation or air transportation for hire as set out in the Federal Aviation Regulations. 
 SECTION FOUR 
 INSURANCE

 At all times during the term of this Lease, Lessor will also cause to be carried and maintained third party aircraft liability
insurance, passenger legal liability insurance, property damage liability insurance, and medical expense insurance in the amounts set forth below: 
  

				
	 Combined Liability Coverage for Bodily Injury and Property Damage Including Passengers -
	  		
	 Each Occurrence
	  	$	250,000,000
		  	 	 
	 Medical Expense Coverage -
	  		
	 Each Person
	  	$	50,000
		  	 	 

 Lessee’s proportionate share of the cost of the above insurance is included in Lessee’s
lease payments to Lessor. Lessee will also bear the cost of paying any deductible amount on any policy of insurance in the event of a claim or loss. 
 Any policies of insurance carried in accordance with this Lease: (i) shall name Lessee as an additional insured; and (ii) shall contain a waiver by the underwriter thereof of any right of subrogation against
Lessor; and (iii) shall provide that in respect of the interests of Lessor, such policies of insurance shall not be invalidated by any action or inaction of Lessee or any other person and shall insure Lessor (subject to the limits of liability
and war risk exclusion set forth in such policies) regardless of any breach or any 

  

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violation of any warranty, declarations or conditions contained in such policies by Lessee or any other person; and (iv) shall provide that if the
insurers cancel insurance for any reason whatsoever, or the same is allowed to lapse for non-payment of premium, or if there is any material change in policy terms and conditions, such a cancellation, lapse or change shall not be effective as to
Lessee. Each liability policy shall be primary without right of contribution from any other insurance which is carried by Lessee or Lessor and shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate
in the same manner as if there were a separate policy covering each insured. 
 Lessor will submit this Lease for approval to the insurance
carrier for each policy of insurance on the Aircraft. Lessor will arrange for a Certificate of Insurance evidencing appropriate coverage as to the Aircraft and the satisfaction of the requirements set forth above to be given by its insurance
carriers to Lessee upon Lessee’s request. 
 SECTION FIVE 
 RESTRICTIONS ON USE 
 Lessee may operate the Aircraft only for the purposes and
within the geographical limits set forth in the insurance policy or policies obtained in compliance with this Lease. The Aircraft will be operated at all times in accordance with the flight manual and all manufacturer’s suggested operating
procedures. Furthermore, Lessee will not use the Aircraft in violation of any foreign, federal, state, territorial, or municipal law or regulation and will be solely responsible for any fines, penalties, or forfeitures occasioned by any violation by
Lessee. If such fines or penalties are imposed on Lessor and paid by Lessor, Lessee will reimburse Lessor for the amount thereof within thirty (30) days of receipt by Lessee of written demand from Lessor. Lessee will not base the Aircraft, or
permit it to be based, outside the limits of the United States of America, without the written consent of Lessor. 
  

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 The Aircraft will be flown only by certificated and qualified pilots and will be maintained only by
certificated and qualified mechanics. Lessor agrees, represents and warrants that Lessee may make an independent choice in selecting crew members that Lessee uses on Lessee flights. 
 Lessee will not directly or indirectly create, incur, assume or suffer to exist any lien on or with respect to the Aircraft. Lessee will promptly, at its
own expense, take such action as may be necessary to discharge any lien not excepted above if the same will arise at any time. 
 This Lease
shall be subject and subordinate in law and equity to any existing or future security interest, mortgage or deeds of trust placed by Lessor upon the Aircraft. 
 Lessee acknowledges and agrees that the Aircraft shall not be available for use by Lessee during periods when Lessor is using the Aircraft or has reserved the Aircraft for use. 
 SECTION SIX 
 INSPECTION BY LESSOR

 Lessee agrees to permit Lessor or any authorized agent to inspect the Aircraft at any reasonable time and to furnish any information
in respect to the Aircraft and its use that Lessor may reasonably request. 
 SECTION SEVEN 
 ALTERATIONS 
 Except in accordance with
other written agreements entered into subsequent to the date of this Lease between Lessee and Lessor regarding maintenance of the Aircraft, Lessee will not have the right to alter, modify, or make additions or improvements to the Aircraft without
the permission of Lessor. All such alterations, modifications, additions, and improvements as are so made will become the property of Lessor and will be subject to all of the terms of this Lease. 
  

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 SECTION EIGHT 
 MAINTENANCE AND REPAIR 
 Lessee shall inspect the Aircraft and all maintenance records pertaining to
the Aircraft and confirm the airworthiness of the Aircraft prior to each flight under this Lease. If Lessee determines any repair or maintenance should be completed prior to any flight, Lessee shall not operate the Aircraft until such time as
certificated and qualified mechanics have completed such repairs or maintenance. Lessor shall schedule and pay for all repairs and maintenance on the Aircraft during the term of this Lease, including all ferry flights and transportation charges on
replacements parts and accessories. Lessee’s proportionate share of the cost of all such repairs and maintenance is included in Lessee’s lease payments to Lessor. Lessor will be entitled to any and all salvage from broken or worn out
parts. 
 All inspections, repairs, modifications, maintenance, and overhaul work to be accomplished by Lessor will be performed by personnel
certificated to perform such work and will be performed in accordance with the standards set by the Federal Aviation Regulations. Lessee will maintain all log books and records pertaining to the Aircraft during the term of this Lease in accordance
with the Federal Aviation Regulations. Such records will be made available for examination by Lessor, and at the termination of this Lease, Lessee will deliver such records to Lessor. Lessee agrees and acknowledges that Lessor has arranged for the
Aircraft to be maintained by Airmax, LLC in accordance with 14 C.F.R. Part 91, and accordingly, Lessee shall provide the Aircraft records and logbooks to Airmax, LLC as required by Airmax, LLC to maintain the Aircraft. 
  

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 SECTION NINE 
 TITLE 
 The registration of and title to the Aircraft will be in the name of the Lessor, and the
Aircraft, at all times during the term of this Lease or any extension, will bear United States registration markings. All responsibility and obligations in regard to the operation of the Aircraft as above owned, registered, and marked will be borne
by Lessee during the term of this Lease. 
 SECTION TEN 
 PAYMENT OF TAXES 
 Lessee will pay all taxes associated with Lessee’s use of the Aircraft on
Lessee’s own business, including landing fees, fuel taxes, and any other taxes or fees which may be assessed against a specific flight by Lessee. 
 SECTION ELEVEN 
 ASSIGNMENT 
 Lessee shall not assign this Lease or any interest in the Aircraft, or sublet the Aircraft, without prior consent of Lessor. Subject to the foregoing,
this Lease inures to the benefit of, and is binding on, the heirs, legal representatives, successors, and assigns of the parties. 
 SECTION TWELVE 
 ACCIDENT AND CLAIM 
 Lessee will immediately notify Lessor and Airmax, LLC of each accident involving the Aircraft, which notification will specify the time, place, and nature of the accident or damage, the names and addresses of parties
involved, persons injured, witnesses, and owners of properties damaged, and such other information as may be known. Lessee will advise Lessor of all correspondence, papers, notices, and documents whatsoever received by Lessee in connection with any
claim or demand involving or relating to the Aircraft or its operation, and will aid in any investigation instituted by Lessor and in the recovery of damages from third persons liable therefor. 
  

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 SECTION THIRTEEN 
 RETURN OF AIRCRAFT TO LESSOR 
 Upon the conclusion of each flight conducted by Lessee under this
Lease, Lessee will return the Aircraft to Lessor at the Centennial Airport, Englewood, Colorado, in as good operating condition and appearance as when received, ordinary wear, tear and deterioration excepted, and will indemnify Lessor against any
claim for loss or damage occurring prior to the actual physical delivery of the Aircraft to Lessor. 
 SECTION FOURTEEN 
 MODIFICATION OF AGREEMENT 
 This Lease
constitutes the entire understanding between the parties, and any change or modification must be in writing and signed by both parties. 
  

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 SECTION FIFTEEN 
 GOVERNING LAW 
 This Lease is entered into under, and is to be construed in accordance with, the laws
of the State of Colorado. 
 SECTION SIXTEEN 
 TRUTH IN LEASING STATEMENT 
 THE AIRCRAFT, A CANADAIR LTD., CL-600-2B16, MANUFACTURER’S SERIAL
NO. 5180, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N518CL, HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS LEASE. 
 THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. DURING THE DURATION OF THIS LEASE,
INTREPID POTASH, INC. 700 17TH ST., SUITE 1700, DENVER, CO 80202, IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE. 
 AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. 
 THE “INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS” ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE. 
 THE UNDERSIGNED DAVID W. HONEYFIELD AS THE EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER OF INTREPID POTASH, INC. 700 17TH ST.,
SUITE 1700, DENVER, CO 80202, CERTIFIES THAT INTREPID POTASH, INC. IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT I UNDERSTAND ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS. 
 SIGNED, /s/ David W. Honeyfield, DAVID W. HONEYFIELD. 
  

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 IN WITNESS WHEREOF, the parties have executed this Lease. 
  

									
	LESSOR
	
	BH Holdings LLC
		
	By: 	 	Intrepid Oil & Gas, LLC
		 	Its:	 	Manager
		 		 	By: 	 	Intrepid Production Corporation
		 		 	Its: 	 	Manager
					
		 		 		 	x	 	/s/ Robert P. Jornayvaz III
		 		 		 	By: 	 	Robert P. Jornayvaz III
		 		 		 	Its: 	 	President

  

			
	LESSEE
	
	Intrepid Potash, Inc.
		
	By: 	 	/s/ David W. Honeyfield
		 	 David W. Honeyfield
 Its: Executive Vice President,

       Chief Financial Officer and Treasurer











 INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING” 
 REQUIREMENTS 
  

	1.	Mail a copy of the lease agreement to the following address via certified mail, return receipt requested, immediately upon execution of the agreement (14 C.F.R. 91.23 requires that
the copy be sent within twenty-four hours after it is signed): 

 Federal Aviation Administration 
 Aircraft Registration Branch 
 ATTN: Technical
Section 
 P.O. Box 25724 
 Oklahoma City, Oklahoma 73125 
  

	2.	Telephone the nearest Flight Standards District Office at least forty-eight hours prior to the first flight under this lease agreement. 

  

	3.	Carry a copy of the lease agreement in the aircraft at all times.