EXHIBIT 1. UNDERWRITING AGREEMENT ENTERED INTO AMONG MDU RESOURCES GROUP, INC., A.G. EDWARDS & SONS, INC. AND EDWARD D. JONES & CO., L.P.]Underwriting Agreement • February 5th, 2004 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
CREDIT AGREEMENTCredit Agreement • August 3rd, 2005 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
MDU RESOURCES GROUP, INC., ISSUER TO THE BANK OF NEW YORK, TRUSTEE INDENTURE DATED AS OF [ ], 200[ ]Indenture • March 31st, 2003 • Mdu Resources Group Inc • Gas & other services combined • New York
TOSupplemental Indenture • March 31st, 2003 • Mdu Resources Group Inc • Gas & other services combined
MDU RESOURCES GROUP, INC., Issuer TO THE BANK OF NEW YORK, Trustee IndentureIndenture • January 21st, 2004 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
PURCHASE AGREEMENT ------------------Purchase Agreement • April 22nd, 1998 • Mdu Resources Group Inc • Gas & other services combined • Oregon
TOSupplemental Indenture • January 21st, 2004 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
EXHIBIT 1 - UNDERWRITING AGREEMENT ENTERED INTO BETWEEN MDU RESOURCES GROUP, INC. AND UBS SECURITIES LLC.]Underwriting Agreement • December 17th, 2003 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
December 31, 2001 Ensign Peak Advisors, Inc. 50 East North Temple Street, 15th Floor Salt Lake City, Utah 84150 Dear Sirs: This letter sets forth the agreement of Ensign Peak Advisors, Inc. (the "Purchaser") and MDU Resources Group, Inc. (the...Stock Purchase Agreement • January 3rd, 2002 • Mdu Resources Group Inc • Gas & other services combined • New York
Exhibit 10.3 MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 21st, 2007 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND EVERUS CONSTRUCTION GROUP, INC. DATED AS OF OCTOBER 31, 2024Separation and Distribution Agreement • November 1st, 2024 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 31, 2024 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Everus Construction Group, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
DISTRIBUTION AGREEMENTDistribution Agreement • February 22nd, 2019 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
MDU Resources Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (each, an “Agent,” and together, the “Agents”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of up to 10,000,000 shares (the “Maximum Number”) of Common Stock, $1.00 par value per share (the “Common Stock”), of the Company on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
July 10, 2000 Acqua Wellington North American Equities Fund Limited c/o Fortis Fund Services (Bahamas) Ltd. Montague Sterling Centre East Bay Street, P.O. Box SS-6238 Nassau, Bahamas Dear Sirs: This letter sets forth the agreement of Acqua Wellington...Stock Purchase Agreement • July 14th, 2000 • Mdu Resources Group Inc • Gas & other services combined
August 8, 2000 Acqua Wellington North American Equities Fund Limited c/o Fortis Fund Services (Bahamas) Ltd. Montague Sterling Centre East Bay Street, P.O. Box SS-6238 Nassau, Bahamas Dear Sirs: This letter sets forth the agreement of Acqua Wellington...Stock Purchase Agreement • August 10th, 2000 • Mdu Resources Group Inc • Gas & other services combined
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between MDU Resources Group, Inc., a Delaware corporation (the "Company") and Daryl A. Splichal (the "Executive"), dated as of the 13th day of May, 2004. The Board of Directors of the Company...Employment Agreement • August 6th, 2004 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
andRights Agent Agreement • November 12th, 1998 • Mdu Resources Group Inc • Gas & other services combined • Delaware
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF MAY 30, 2023Stockholder and Registration Rights Agreement • June 1st, 2023 • Mdu Resources Group Inc • 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.
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between MDU Resources Group, Inc., a Delaware corporation (the "Company") and Cathleen M. Christopherson (the "Executive"), dated as of the 11th day of November, 1998. The Board of Directors of...Employment Agreement • November 14th, 2002 • Mdu Resources Group Inc • Gas & other services combined • Delaware
TRANSITION SERVICES AGREEMENT by and between MDU Resources Group, Inc. and Knife river holding companyTransition Services Agreement • June 1st, 2023 • Mdu Resources Group Inc • 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”).
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between MDU Resources Group, Inc., a Delaware corporation (the "Company") and Martin A. White (the "Executive"), dated as of the 11th day of November, 1998. The Board of Directors of the Company...Change of Control Employment Agreement • November 14th, 2002 • Mdu Resources Group Inc • Gas & other services combined • Delaware
TAX MATTERS AGREEMENT DATED AS OF OCTOBER 31, 2024 BY AND BETWEEN MDU RESOURCES GROUP, INC. AND EVERUS CONSTRUCTION GROUP, INC.Tax Matters Agreement • November 1st, 2024 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2024, by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”) and Everus Construction Group, Inc., 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”).
MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT February 16, 2017Performance Share Award Agreement • February 21st, 2017 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
In accordance with the terms of the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Committee"), MDU Resources Group, Inc. (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:
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 19, 2019 amongCredit Agreement • February 21st, 2020 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 20th, 2008 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
In accordance with the terms of the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Committee"), MDU Resources Group, Inc. (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:
CHANGE OF CONTROL EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2007 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
AGREEMENT by and between MDU Resources Group, Inc., a Delaware corporation (the "Company") and John G. Harp (the "Executive"), dated as of the 11th day of August, 2005.
MDU RESOURCES GROUP, INC.7,500,000 Shares of Common StockEQUITY DISTRIBUTION AGREEMENTDated: May 20, 2013Equity Distribution Agreement • May 20th, 2013 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF May 30, 2023Employee Matters Agreement • June 1st, 2023 • Mdu Resources Group Inc • 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”).
MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN ANNUAL INCENTIVE AWARD AGREEMENT [Date]Annual Incentive Award Agreement • February 18th, 2015 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
In accordance with the terms of the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Committee"), MDU Resources Group, Inc. (the "Company") hereby grants to you (the "Participant") an opportunity to receive an annual incentive award for calendar year 20[**] (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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2014 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This Indemnification Agreement (this “Agreement”) dated the [•] day of [•], 20[•], by and between MDU Resources Group, Inc., a Delaware corporation (the “Company”), and [•], an individual (the “Indemnitee”).
MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT February 13, 2020Performance Share Award Agreement • February 21st, 2020 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
In accordance with the terms of the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Committee"), MDU Resources Group, Inc. (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:
MDU RESOURCES GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN PERFORMANCE SHARE AWARD AGREEMENT February 17, 2022Performance Share Award Agreement • February 23rd, 2022 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
In accordance with the terms of the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Committee"), MDU Resources Group, Inc. (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:
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 2nd, 2019 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of December 31, 2018, by and among MDU Resources Group, Inc., a Delaware corporation (the “Company”), MDUR Newco, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (“Holdco”), and MDU Newco Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (“Merger Sub”).
CHANGE OF CONTROL EMPLOYMENT AGREEMENT AGREEMENT by and between MDU Resources Group, Inc., a Delaware corporation (the "Company") and Bruce T. Imsdahl (the "Executive"), dated as of the 13th day of May, 2004. The Board of Directors of the Company (the...Change of Control Employment Agreement • August 6th, 2004 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
Sales Agency Financing AgreementSales Agency Financing Agreement • September 5th, 2008 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
Sales Agency Financing Agreement (this “Agreement”), dated as of September 5, 2008 between MDU Resources Group, Inc., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC (“Wells Fargo”).
CERTIFICATE OF ADJUSTMENT TO PURCHASE PRICE AND REDEMPTION PRICE as amended and restated pursuant to the Rights Agreement, dated as of November 12, 1998 ("Rights Agreement"), between MDU Resources Group, Inc. and Wells Fargo Bank Minnesota, N.A.,...Rights Agreement • February 27th, 2004 • Mdu Resources Group Inc • Mining & quarrying of nonmetallic minerals (no fuels)
CERTIFICATE OF ADJUSTMENT TO PURCHASE PRICE AND REDEMPTION PRICE as amended and restated pursuant to the Rights Agreement, dated as of November 12, 1998 ("Rights Agreement"), between MDU Resources Group, Inc. and Wells Fargo Bank Minnesota, N.A., Rights Agent
