Knife River Holding Co Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF MAY 30, 2023
Separation and Distribution Agreement • June 1st, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF MAY 30, 2023
Stockholder and Registration Rights Agreement • June 1st, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels)

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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Knife River Holding Company (to be renamed Knife River Corporation on the Spin- off date), as Issuer, the Guarantors party hereto from time to time, AND INDENTURE Dated as of April 25, 2023
Indenture • April 28th, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels) • New York

INDENTURE dated as of April 25, 2023, by and between Knife River Holding Company (to be renamed Knife River Corporation on the Spin-Off Date (as defined below)), a Delaware corporation, the Guarantors (as defined below) party hereto from time to time, and U.S. Bank Trust Company, National Association, as Trustee.

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TRANSITION SERVICES AGREEMENT by and between MDU Resources Group, Inc. and Knife river holding company
Transition Services Agreement • June 1st, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of May 30, 2023, by and between MDU Resources Group. Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”).

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TAX MATTERS AGREEMENT DATED AS OF MAY 30, 2023 BY AND BETWEEN MDU RESOURCES GROUP, INC. AND
Tax Matters Agreement • June 1st, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels)

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of May 30, 2023, by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”) and Knife River Holding Company, a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).

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EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF May 30, 2023
Employee Matters Agreement • June 1st, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This EMPLOYEE MATTERS AGREEMENT, dated as of May 30, 2023 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 28th, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Indemnification Agreement (this “Agreement”) dated [ ], by and between Knife River Corporation, a Delaware corporation (the “Company”), and [ ], an individual (the “Indemnitee”).

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Knife River Corporation
Indemnification Agreement • August 6th, 2024 • Knife River Corp • Mining & quarrying of nonmetallic minerals (no fuels)
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KNIFE RIVER CORPORATION LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • February 27th, 2024 • Knife River Corp • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

In accordance with the terms of the Knife River Corporation Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of Knife River Corporation (the "Committee"), Knife River Corporation (the "Company") hereby grants to you (the "Participant") Performance Shares (the "Award"), subject to the terms and conditions set forth in this Award Agreement (including Annexes A and B hereto and all documents incorporated herein by reference), as set forth below:

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CREDIT AGREEMENT DATED AS OF MAY 31, 2023 AMONG KNIFE RIVER HOLDING COMPANY, AS THE BORROWER, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT AND THE LENDERS AND L/C ISSUERS PARTY HERETO JPMORGAN CHASE BANK, N.A., BOFA...
Credit Agreement • June 1st, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This CREDIT AGREEMENT is entered into as of May 31, 2023, among KNIFE RIVER HOLDING COMPANY, a Delaware corporation (to be renamed Knife River Corporation on the Spin-Off Date (as defined below)) (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and, each individually, a “Lender”), each L/C Issuer party hereto and JPMORGAN CHASE BANK, N.A. (“JPM”), as Administrative Agent and Collateral Agent.

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Supplemental Indenture
Supplemental Indenture • June 1st, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels) • New York

SUPPLEMENTAL INDENTURE, dated as of May 31, 2023 (this “Supplemental Indenture”), by and among the parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), Knife River Holding Company (to be renamed Knife River Corporation on the Spin-Off Date), a Delaware Corporation (the “Issuer”), and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).

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