SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF [ ], 2023Separation and Distribution Agreement • April 28th, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 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.
TAX MATTERS AGREEMENT DATED AS OF [ ] BY AND BETWEENTax Matters Agreement • April 28th, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels)
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [ ], 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”).
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN MDU RESOURCES GROUP, INC. AND KNIFE RIVER HOLDING COMPANY DATED AS OF [ ], 2023Employee Matters Agreement • April 28th, 2023 • Knife River Holding Co • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of [ ], 2023 (this “Agreement”), is by and between MDU Resources Group, Inc., a Delaware corporation (“Parent”), and Knife River Holding Company, a Delaware corporation (“SpinCo”).
INDEMNIFICATION AGREEMENTIndemnification 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”).
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, 2023Indenture • 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.
