Memorandum of UnderstandingInternational Coal Group, Inc. • May 27th, 2011 • Bituminous coal & lignite surface mining • Delaware
WHEREAS, the parties to the action in the Court of Chancery of the State of Delaware (the “Delaware Court”) styled In re International Coal Group, Inc. Shareholders Litigation, C.A. No. 6464-VCP (the “Consolidated Delaware Action” or the “Action”) have reached an agreement-in-principle providing for the settlement of the Consolidated Delaware Action on the terms and subject to the conditions set forth below;
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, 2011Agreement and Plan of Merger • May 27th, 2011 • International Coal Group, Inc. • Bituminous coal & lignite surface mining
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”).
