Second Amendment to Business Combination Agreement among ICG, Inc., Anker Coal Group, Inc., International Coal Group, Inc., ICG Merger Sub, Inc., and Anker Merger Sub, Inc.
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Summary
This amendment updates the Business Combination Agreement originally signed on March 31, 2005, and previously amended on May 10, 2005, between ICG, Inc., Anker Coal Group, Inc., International Coal Group, Inc., ICG Merger Sub, Inc., and Anker Merger Sub, Inc. The amendment specifically deletes Section 8.01(c) and all references to it from the agreement, and incorporates certain other sections from the original agreement. The changes are effective as of June 29, 2005.
EX-2.3 2 y07947a2exv2w3.txt EX-2.3: SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT Exhibit 2.3 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This document (this "Amendment") amends the Business Combination Agreement (the "BCA"), dated March 31, 2005, as amended May 10, 2005, among the signatories hereto. The parties agree as follows: 1. Definitions. Capitalized terms herein have the meanings given such terms in the BCA. 2. Amendments. 2.1 Section 8.01(c) of the BCA is hereby amended and restated in its entirety to read as follows: (c) [Intentionally Deleted] 2.2 The BCA is amended such that all references to Section 8.01(c) are hereby deleted. 3. Incorporation. Section 10.02 and Article XI of the BCA are hereby incorporated into this Amendment. [Remainder of Page Intentionally Left Blank] Signed on various dates but effective as of June 29, 2005. ICG, INC. By: /s/ William D. Campbell ----------------------------------- Name: William D. Campbell Title: Vice President, Secretary & Treasurer ANKER COAL GROUP, INC. By: /s/ Raymond J. McElhaney ----------------------------------- Name: Raymond J. McElhaney Title: President and CEO INTERNATIONAL COAL GROUP, INC. By: /s/ William D. Campbell ----------------------------------- Name: William D. Campbell Title: Vice President, Secretary & Treasurer ICG MERGER SUB, INC. By: /s/ Wendy L. Teramoto ----------------------------------- Name: Wendy L. Teramoto Title: Assistant Secretary ANKER MERGER SUB, INC. By: /s/ Wendy L. Teramoto ----------------------------------- Name: Wendy L. Teramoto Title: Assistant Secretary 2
