AMENDMENT TO AGREEMENT AND PLAN OF MERGER BY AND AMONG ARCH COAL, INC., ATLAS ACQUISITION CORP. AND INTERNATIONAL COAL GROUP, INC. Dated as of May 26, 2011
Exhibit (d)(6)
AMENDMENT TO
BY AND AMONG
ARCH COAL, INC.,
ATLAS ACQUISITION CORP.
AND
INTERNATIONAL COAL GROUP, INC.
Dated as
of May 26, 2011
THIS
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of May 26, 2011 (this
“Amendment”), is entered into by and among Arch Coal, Inc., a Delaware corporation (“Parent”),
Atlas Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger
Sub”), and International Coal Group, Inc., a Delaware corporation (the “Company”). Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Agreement and
Plan of Merger, dated as of May 2, 2011, by and among Parent, Merger Sub and the Company (the
“Merger Agreement”).
WHEREAS, the parties desire to amend the Merger Agreement so as to decrease the Company
Termination Fee;
WHEREAS, the Board of Directors of the Company, and the respective Boards of Directors of
Parent and Merger Sub have each approved this Amendment; and
WHEREAS, the parties have agreed to amend the Merger Agreement as provided in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Amendment of Section 8.3. The reference to “$115 million” in Section 8.3(b) of the
Merger Agreement is hereby amended to be “$105 million”.
2. References to the Merger Agreement. After giving effect to this Amendment, each
reference in the Merger Agreement to “this Agreement”, “hereof”, “hereunder” or words of like
import referring to the Merger Agreement shall refer to the Merger Agreement as amended by this
Amendment and all references in the Company Disclosure Letter or the Parent Disclosure Letter to
“the Agreement” and “the Merger Agreement” shall refer to the Merger Agreement as amended by this
Amendment.
3. Construction. All references in the Merger Agreement, the Company Disclosure
Letter and the Parent Disclosure Letter to “the date hereof” and “the date of this Agreement” shall
refer to May 2, 2011.
4. Other Miscellaneous Terms. The provisions of Article IX (General Provisions) of
the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as
modified by this Amendment, taken together as a single agreement, reflecting the terms therein as
modified hereby.
5. No Further Amendment. Except as amended hereby, the Merger Agreement, shall remain
in full force and effect. Nothing herein shall affect, modify or limit any waiver or consent
granted by any party pursuant to the Merger Agreement. Each such waiver or consent remains in full
force and effect.
[Signatures Appear on the Following Page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their
respective officers thereunto duly authorized, all as of the date first written above.
ARCH COAL, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | President and Chief Operating Officer | |||
ATLAS ACQUISITION CORP. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | President | |||
INTERNATIONAL COAL GROUP, INC. |
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By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | President and Chief Executive Officer |