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/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President, Secretary &
Treasurer
ANKER COAL GROUP, INC.
By: /s/ Xxxxxxx X. XxXxxxxxx
-----------------------------------
Name: Xxxxxxx X. XxXxxxxxx
Title: President and CEO
INTERNATIONAL COAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President, Secretary &
Treasurer
ICG MERGER SUB, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Secretary
ANKER MERGER SUB, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Secretary
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