Northwest Natural Gas Co Sample Contracts

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EXHIBIT 1 ---------- Northwest Natural Gas Company Medium-Term Notes, Series B Distribution Agreement ----------------------
Terms Agreement • November 1st, 1996 • Northwest Natural Gas Co • Natural gas distribution • New York
UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • March 19th, 1998 • Northwest Natural Gas Co • Natural gas distribution • New York
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • November 14th, 2001 • Northwest Natural Gas Co • Natural gas distribution • Oregon
NORTHWEST NATURAL GAS COMPANY880,000 Shares of Common StockUNDERWRITING AGREEMENTDated: November 10, 2016
Underwriting Agreement • November 16th, 2016 • Northwest Natural Gas Co • Natural gas distribution • New York
R E C I T A L S:
Termination Agreement • May 20th, 2002 • Northwest Natural Gas Co • Natural gas distribution • New York
SEPARATION AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS
Separation Agreement • March 28th, 2001 • Northwest Natural Gas Co • Natural gas distribution • Oregon
Rights Agent Rights Agreement
Rights Agreement • February 27th, 1996 • Northwest Natural Gas Co • Natural gas distribution • Oregon
Exhibit 1 Northwest Natural Gas Company Medium-Term Notes, Series B Distribution Agreement
Northwest Natural Gas Co • October 4th, 2002 • Natural gas distribution • New York
EXHIBIT (10) Contract No. FI-2545-B-00 FIRM SERVICE AGREEMENT
Service Agreement • May 13th, 2003 • Northwest Natural Gas Co • Natural gas distribution
CREDIT AGREEMENT dated as of October 2, 2018 among NORTHWEST NATURAL GAS COMPANY, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL...
Credit Agreement • October 3rd, 2018 • Northwest Natural Gas Co • Natural gas distribution • New York

CREDIT AGREEMENT (this “Agreement”) dated as of October 2, 2018 among NORTHWEST NATURAL GAS COMPANY, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents.

AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2021 among NORTHWEST NATURAL GAS COMPANY, The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO...
Credit Agreement • February 24th, 2023 • Northwest Natural Gas Co • Natural gas distribution • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 3, 2021 among NORTHWEST NATURAL GAS COMPANY, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents.

EXHIBIT 1 Northwest Natural Gas Company Medium-Term Notes, Series B Distribution Agreement ----------------------
Terms Agreement • February 9th, 2001 • Northwest Natural Gas Co • Natural gas distribution • New York
Re: Amended and Restated Change in Control Severance Agreement
Northwest Natural Gas Co • February 24th, 2023 • Natural gas distribution

Northwest Natural Gas Company, an Oregon corporation (the “Company”), a wholly-owned subsidiary of Northwest Natural Holding Company, an Oregon corporation (“Parent”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company. In this connection, the Company recognizes that, as is the case with many publicly held corporations like Parent, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company, its customers and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumst

ARTICLE 3 ARTICLES OF INCORPORATION AND BYLAWS
Agreement and Plan of Merger and Reorganization • October 9th, 2001 • Northwest Natural Gas Co • Natural gas distribution • Oregon
AMENDED AND RESTATED INDEMNITY AGREEMENT
Indemnity Agreement • March 1st, 2019 • Northwest Natural Gas Co • Natural gas distribution • Oregon

THIS AGREEMENT is made as of _____ ___, _____ by and between Northwest Natural Holding Company, an Oregon corporation (the “Company”), as successor in interest to Northwest Natural Gas Company, and ________________ (“Indemnitee”), a director or officer of the Company.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 24th, 2023 • Northwest Natural Gas Co • Natural gas distribution • Oregon

This Agreement is entered into as of February __, 2023, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and ____________ (“Recipient”).

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PERFORMANCE SHARE LONG TERM INCENTIVE AGREEMENT
Performance Share Long Term Incentive Agreement • February 23rd, 2024 • Northwest Natural Gas Co • Natural gas distribution • Oregon

This Agreement is entered into as of February __, 2024, between Northwest Natural Holding Company, an Oregon corporation (the “Company”), and ____________ (“Recipient”).

LONG TERM INCENTIVE AWARD AGREEMENT
Long Term Incentive Award Agreement • March 1st, 2013 • Northwest Natural Gas Co • Natural gas distribution • Oregon

This Agreement is entered into as of February __, 2013, between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and ____________ (“Recipient”).

May 17, 2017
Severance Agreement • April 24th, 2017 • Northwest Natural Gas Co • Natural gas distribution • Oregon

In connection with our offer to employ you in the position of Senior Vice President and Chief Financial Officer of Northwest Natural Gas Company, an Oregon corporation (the “Company”), and to induce you to accept this position, the Company agrees to provide you certain severance benefits in the event your employment with the Company is terminated under the circumstances described below.

SPECIAL RETENTION RESTRICTED STOCK UNIT AWARD AGREEMENT
Special Retention Restricted Stock Unit Award Agreement • February 23rd, 2018 • Northwest Natural Gas Co • Natural gas distribution • Oregon

This Agreement is entered into as of September 30, 2016, between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and _________________(“Recipient”).

LONG TERM INCENTIVE AWARD AGREEMENT
Long Term Incentive Award Agreement • February 26th, 2016 • Northwest Natural Gas Co • Natural gas distribution • Oregon

This Agreement is entered into as of February 26, 2016, between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and ____________ (“Recipient”).

CREDIT AGREEMENT dated as of June 10, 2021 among NORTHWEST NATURAL GAS COMPANY, as Borrower
Credit Agreement • June 14th, 2021 • Northwest Natural Gas Co • Natural gas distribution • New York

CREDIT AGREEMENT (this “Agreement”) dated as of June 10, 2021 among NORTHWEST NATURAL GAS COMPANY, the LENDERS from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 2nd, 2016 • Northwest Natural Gas Co • Natural gas distribution • Oregon

This Agreement is entered into as of July 27, 2016, between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and ______________ (“Recipient”).

FORM OF LONG TERM INCENTIVE AWARD AGREEMENT
Long Term Incentive Award Agreement • February 27th, 2007 • Northwest Natural Gas Co • Natural gas distribution • Oregon

This Agreement is entered into as of , between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and (“Recipient”).

CREDIT AGREEMENT dated as of December 20, 2012 among NORTHWEST NATURAL GAS COMPANY, as Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and U.S BANK, N.A and WELLS FARGO BANK, N.A., as Co- Syndication Agents J.P....
Credit Agreement • December 21st, 2012 • Northwest Natural Gas Co • Natural gas distribution • New York

THIS CREDIT AGREEMENT dated as of December 20, 2012 is among NORTHWEST NATURAL GAS COMPANY, as Borrower, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and U.S. BANK, N.A. and WELLS FARGO BANK, N.A., as Co-Syndication Agents.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
Stock Purchase Agreement • October 9th, 2001 • Northwest Natural Gas Co • Natural gas distribution • New York
CREDIT AGREEMENT dated as of June 10, 2021 among NW NATURAL WATER COMPANY, LLC, as Borrower NORTHWEST NATURAL HOLDING COMPANY, as Guarantor The Lenders Party Hereto BANK OF AMERICA, N.A., as Administrative Agent BOFA SECURITIES, INC., as Bookrunner...
Credit Agreement • June 14th, 2021 • Northwest Natural Gas Co • Natural gas distribution • New York

CREDIT AGREEMENT (this “Agreement”) dated as of June 10, 2021 among NW NATURAL WATER COMPANY, LLC, NORTHWEST NATURAL HOLDING COMPANY, the LENDERS from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

Northwest Natural Gas Company Medium-Term Notes, Series B Distribution Agreement
Distribution Agreement • March 23rd, 2009 • Northwest Natural Gas Co • Natural gas distribution • New York

Reference is hereby made to the Distribution Agreement, dated March 18, 2009 (the “Distribution Agreement”), a copy of which has previously been delivered to you, between Northwest Natural Gas Company, an Oregon corporation (the “Company”), and each of Banc of America Securities LLC, UBS Securities LLC, J.P. Morgan Securities Inc., Piper Jaffray & Co. and [Insert Names of Additional Existing Agents, if any], with respect to the issue and sale by the Company of its First Mortgage Bonds, designated Secured Medium-Term Notes, Series B, and its Unsecured Medium-Term Notes, Series B (collectively, the “Securities”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Distribution Agreement.

AMENDED AND RESTATED INDEMNITY AGREEMENT
Indemnity Agreement • November 3rd, 2023 • Northwest Natural Gas Co • Natural gas distribution • Oregon

THIS AGREEMENT is made as of _____ ___, _____ by and between Northwest Natural Holding Company, an Oregon corporation (the “Company”), as successor in interest to Northwest Natural Gas Company, and ________________ (“Indemnitee”), a director or officer of the Company.

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