THIRD AMENDMENT OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.10

THIRD AMENDMENT OF

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

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).

RECITALS

A. IMLLC, IPMLLC, IPNMLLC and IPWLLC (“Borrowers”), Agent and the lenders named therein (the “Lenders”) are parties to a Third Amended and Restated Credit Agreement dated as of March 9, 2007, as amended pursuant to a First Amendment of Third Amended and Restated Credit Agreement dated as of May 23, 2007 and a Second Amendment of Third Amended and Restated Credit Agreement dated as of September 11, 2007 (as so amended, the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

B. Borrowers, Agent and the Lenders desire that this Amendment be executed and delivered in order to revise one of the exceptions to the prohibition of Distributions by IMLLC, as set forth in Section 6.2(m) of the Credit Agreement.

AMENDMENT

NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

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(2) IMLLC may make a Distribution: (A) prior to October 12, 2007, at a time when the Cash Flow Leverage Ratio (Distributions) of IMLLC and its Consolidated Affiliates shall not be greater than 2.0:1.0 immediately before and immediately after such Distribution and as of both the beginning and the end of the Fiscal Quarter in which such Distribution shall have occurred, and (B) from and after October 12, 2007, at a time when the Cash Flow Leverage Ratio (Distributions) of IMLLC and its Consolidated Affiliates shall not be greater than 2.5:1.0 immediately before and immediately after such Distribution and as of both the beginning and the end of the Fiscal Quarter in which such Distribution shall have occurred; provided that, notwithstanding the foregoing, IMLLC shall be permitted to make Distributions up to but not in excess of $15,000,000 in the aggregate during the time period from October 12, 2007 to November 30, 2007,

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EXECUTED as of the date first above written.

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