ARCH COAL, INC. Common Stock UNDERWRITING AGREEMENT June 2, 2011 Morgan Stanley & Co. LLC PNC Capital Markets LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc.Underwriting Agreement • June 8th, 2011 • Arch Coal Inc • Bituminous coal & lignite surface mining • New York
In connection with the consummation of the Transactions (as defined herein), the Company will acquire International Coal Group, Inc., a Delaware corporation (“ICG”) (the “Merger”). The Company and its subsidiaries (including ICG and its subsidiaries) following the consummation of the Merger are collectively referred to herein as the “Combined Company”. The Shares are being issued and sold as part of the financing necessary to effect the Merger. The Merger will be effected pursuant to an Agreement and Plan of Merger, dated as of May 2, 2011 (as amended, the “Merger Agreement”), by and among the Company, Atlas Acquisition Corp. ( “Merger Sub”) and ICG. Merger Sub commenced a cash tender offer (the “Tender Offer”) for any and all of ICG’s outstanding shares of common stock. For the purposes of this Agreement, the term “Transactions” is used in the same way as such term is used in the Disclosure Package (as defined below) and means, collectively, the offering of the Shares hereby, the Merg
