Lock-Up Agreement
Exhibit 6.2
March 10, 2010
UBS Securities LLC
Xxxxxx Xxxxxxx & Co. Incorporated as Managing Underwriters
together with the other Underwriters
named in Schedule A to the Underwriting Agreement
referred to herein
Xxxxxx Xxxxxxx & Co. Incorporated as Managing Underwriters
together with the other Underwriters
named in Schedule A to the Underwriting Agreement
referred to herein
c/o UBS Securities LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting
Agreement (the “Underwriting Agreement”) to be entered into by International Coal Group,
Inc., a Delaware corporation (the “Company”), and you and the other Underwriters named in
Schedule A to the Underwriting Agreement, with respect to the public offerings (the
“Offerings”) of common stock, par value $0.01 per share, of the Company (the “Common
Stock”) and convertible notes (the “Notes”) of the Company. Capitalized terms used
herein without definition shall have the respective meanings ascribed to them in the Underwriting
Agreement.
In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that,
for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and
including, the date that is 90 days after the date of the final prospectus supplement relating to
the Offering (the “Prospectus Supplement”), the undersigned will not, without the prior
written consent of the Managing Underwriters, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of,
directly or indirectly, or file (or participate in the filing of) a registration statement with the
Securities and Exchange Commission (the “Commission”) in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to,
any Common Stock, any debt securities of the Company or any other securities of the Company that
are substantially similar to Common Stock or the Notes, or any securities convertible into or
exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii)
enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Common Stock, any debt securities of the
Company or any other securities of the Company that are substantially similar to Common Stock or
the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants
or other rights to purchase, the foregoing, whether any such transaction is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce
an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence
shall not apply to (a) bona fide gifts, provided the recipient thereof agrees in writing with the
Underwriters to be bound by the terms of this Lock-Up Agreement, (b) dispositions to any trust for
the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned,
provided that such trust agrees in writing with the Underwriters to be bound by the terms of this
Lock-Up Agreement, (c) transfers occurring by operation of law, such as rules of descent and
distribution, or statutes governing the effects of a merger or a qualified domestic order, provided
that the transferee agrees in writing with the Underwriters to be bound by the terms of this
Lock-Up Agreement, (d) transfers by the undersigned, if a limited partnership, limited liability
company or corporation, to any limited or general partner of, member of or corporation directly or
indirectly controlling, controlled by, or under common control with, as the case may be, the
undersigned, provided that the recipient thereof agrees in writing to be bound by the terms of this
Lock-Up Agreement, (e) tenders pursuant to a bona fide third-party take-over bid made to all
holders of Common Stock or similar acquisition transaction and (f) tenders of the Company’s 10.25%
Senior Notes due 2014 to the Company pursuant to its tender offer for such securities, as such
tender offer may be amended or extended. For purposes of this paragraph, “immediate family” shall
mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of
the undersigned.
In addition, the undersigned hereby waives any rights the undersigned may have to require
registration of Common Stock in connection with the filing of any registration statement relating
to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will
not, without the prior written consent of the Managing Underwriters, make any demand for, or
exercise any right with respect to, the registration of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase
Common Stock or any such securities.
Notwithstanding the above, if (a) during the period that begins on the date that is fifteen
(15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends
on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a
material event relating to the Company occurs; or (b) prior to the expiration of the Lock-Up
Period, the Company announces that it will release earnings results during the sixteen (16) day
period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this
Lock-Up Agreement shall continue to apply until the expiration of the date that is fifteen (15)
calendar days plus three (3) business days
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after the date on which the issuance of the earnings release or the material news or material event
occurs; provided, that this sentence shall not apply if (i) the safe harbor provided by
Rule 139 under the Act is available in the manner contemplated by Conduct Rule 2711(f)(4) of FINRA;
and (ii) within the 3 business days preceding the 15th calendar day before the last day of the
Lock-Up Period, the Company delivers (in accordance with Section 14 of the Underwriting Agreement)
to the Managing Underwriters a certificate, signed by the Chief Financial Officer or Chief
Executive Officer of the Company, certifying on behalf of the Company that the Company’s shares of
Common Stock are “actively traded securities,” within the meaning of Conduct Rule 2711(f)(4) of
FINRA.
The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken,
and hereby covenants that the undersigned will not, directly or indirectly, take, any action
designed, or which has constituted or will constitute or might reasonably be expected to cause or
result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the shares of Common Stock, the Notes or the shares of Common
Stock issuable upon conversion of the Notes.
The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up
Period, to decline the transfer of or to note stop transfer restrictions on the stock register and
other records relating to shares of Common Stock or other securities subject to this Lock-Up
Agreement of which the undersigned is the record holder, and, with respect to shares of Common
Stock or other securities subject to this Lock-Up Agreement of which the undersigned is the
beneficial owner but not the record holder, the undersigned hereby agrees to cause such record
holder to authorize the Company and its transfer agent, during the Lock-Up Period, to decline the
transfer of or to note stop transfer restrictions on the stock register and other records relating
to such shares or other securities.
* * *
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If (i) the Company notifies you in writing that it does not intend to proceed with the
Offering, (ii) the registration statement filed with the Commission with respect to the Offering is
withdrawn, (iii) for any reason the Underwriting Agreement shall be terminated prior to the “time
of purchase” (as defined in the Underwriting Agreement) or (iv) the Prospectus Supplement has not
been filed with the Commission on or prior to the date that is 30 days after the date hereof, this
Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations
hereunder.
| Yours very truly, Fairfax Financial Holdings Limited |
||||
| /s/ Xxxx Xxxxxx | ||||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President and Chief Legal Officer | |||
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