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.
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.
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”).
