SECURITY AGREEMENT

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EXHIBIT 10.3

EXECUTION COPY

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SECURITY AGREEMENT

Dated as of September 30, 2004

among

ICG, LLC,

as Borrower

and

THE GUARANTORS PARTY HERETO

and

UBS AG, STAMFORD BRANCH,

as Collateral Agent

Latham & Watkins LLP

885 Third Avenue, Suite 1000

New York, New York 10022-4802

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TABLE OF CONTENTS

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PREAMBLE................................................................................................... 1

RECITALS................................................................................................... 1

AGREEMENT.................................................................................................. 2

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. DEFINITIONS.............................................................................. 2

SECTION 1.2. INTERPRETATION........................................................................... 11

SECTION 1.3. RESOLUTION OF DRAFTING AMBIGUITIES....................................................... 11

SECTION 1.4. PERFECTION CERTIFICATE................................................................... 11

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1. GRANT OF SECURITY INTEREST............................................................... 12

SECTION 2.2. FILINGS.................................................................................. 14

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL

SECTION 3.1. DELIVERY OF CERTIFICATED SECURITIES COLLATERAL........................................... 14

SECTION 3.2. PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL....................................... 15

SECTION 3.3. FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY

INTEREST.............................................................................. 15

SECTION 3.4. OTHER ACTIONS............................................................................ 16

SECTION 3.5. FURTHER ASSURANCES....................................................................... 20

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 4.1. TITLE.................................................................................... 21

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SECTION 4.2. VALIDITY OF SECURITY INTEREST............................................................ 21

SECTION 4.3. DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL................................. 21

SECTION 4.4. OTHER FINANCING STATEMENTS............................................................... 21

SECTION 4.5. CHANGE OF NAME; JURISDICTION OF ORGANIZATION............................................. 22

SECTION 4.6. LOCATION OF INVENTORY AND EQUIPMENT...................................................... 22

SECTION 4.7. DUE AUTHORIZATION AND ISSUANCE........................................................... 22

SECTION 4.8. CONSENTS, ETC............................................................................ 22

SECTION 4.9. PLEDGED COLLATERAL....................................................................... 23

SECTION 4.10. INSURANCE................................................................................ 23

SECTION 4.11. PAYMENT OF TAXES; COMPLIANCE WITH LAWS; CONTESTING LIENS; CLAIMS......................... 23

SECTION 4.12. ACCESS TO PLEDGED COLLATERAL, BOOKS AND RECORDS; OTHER INFORMATION....................... 23

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1. PLEDGE OF ADDITIONAL SECURITIES COLLATERAL............................................... 24

SECTION 5.2. VOTING RIGHTS; DISTRIBUTIONS; ETC........................................................ 24

SECTION 5.3. DEFAULTS, ETC............................................................................ 25

SECTION 5.4. CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS................ 26

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL

PROPERTY COLLATERAL

SECTION 6.1. GRANT OF LICENSE......................................................................... 26

SECTION 6.2. PROTECTION OF COLLATERAL AGENT'S SECURITY................................................ 26

SECTION 6.3. AFTER-ACQUIRED PROPERTY.................................................................. 27

SECTION 6.4. LITIGATION............................................................................... 28

ARTICLE VII

CERTAIN PROVISIONS CONCERNING ACCOUNTS

SECTION 7.1. MAINTENANCE OF RECORDS................................................................... 28

SECTION 7.2. LEGEND................................................................................... 29

SECTION 7.3. MODIFICATION OF TERMS, ETC............................................................... 29

SECTION 7.4. COLLECTION............................................................................... 29

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ARTICLE VIII

TRANSFERS

SECTION 8.1. TRANSFERS OF PLEDGED COLLATERAL.......................................................... 30

ARTICLE IX

REMEDIES

SECTION 9.1. REMEDIES................................................................................. 30

SECTION 9.2. NOTICE OF SALE........................................................................... 32

SECTION 9.3. WAIVER OF NOTICE AND CLAIMS.............................................................. 32

SECTION 9.4. CERTAIN SALES OF PLEDGED COLLATERAL...................................................... 32

SECTION 9.5. NO WAIVER; CUMULATIVE REMEDIES........................................................... 33

SECTION 9.6. CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY............................... 34

ARTICLE X

PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;

APPLICATION OF PROCEEDS

SECTION 10.1. PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS.................................. 34

SECTION 10.2. APPLICATION OF PROCEEDS.................................................................. 34

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. CONCERNING COLLATERAL AGENT.............................................................. 35

SECTION 11.2. COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT................ 36

SECTION 11.3. CONTINUING SECURITY INTEREST; ASSIGNMENT................................................. 36

SECTION 11.4. TERMINATION; RELEASE..................................................................... 37

SECTION 11.5. MODIFICATION IN WRITING.................................................................. 37

SECTION 11.6. NOTICES.................................................................................. 37

SECTION 11.7. GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF

JURY TRIAL............................................................................ 37

SECTION 11.8. SEVERABILITY OF PROVISIONS............................................................... 38

SECTION 11.9. EXECUTION IN COUNTERPARTS................................................................ 38

SECTION 11.10. BUSINESS DAYS............................................................................ 39

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SECTION 11.11. WAIVER OF STAY........................................................................... 39

SECTION 11.12. NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION............................................. 39

SECTION 11.13. NO CLAIMS AGAINST COLLATERAL AGENT....................................................... 39

SECTION 11.14. NO RELEASE............................................................................... 39

SECTION 11.15. OBLIGATIONS ABSOLUTE..................................................................... 40

SIGNATURES................................................................................................. S-1

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EXHIBIT 1 Form of Issuer's Acknowledgment

EXHIBIT 2 Form Pledge Amendment

EXHIBIT 3 Form of Joinder Agreement

EXHIBIT 4 Form of Control Agreement Concerning Securities Accounts

EXHIBIT 5 Form of Control Agreement Concerning Deposit Accounts

EXHIBIT 6 Form of Copyright Security Agreement

EXHIBIT 7 Form of Patent Security Agreement

EXHIBIT 8 Form of Trademark Security Agreement

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SECURITY AGREEMENT

SECURITY AGREEMENT dated as of September 30, 2004 (as amended,

amended and restated, supplemented or otherwise modified from time to time in

accordance with the provisions hereof, the "Agreement"), among ICG, LLC, a

Delaware limited liability company (the "Borrower") and THE GUARANTORS LISTED ON

THE SIGNATURE PAGES HERETO (the "Original Guarantors") OR FROM TIME TO TIME

PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional Guarantors,"

and together with the Original Guarantors, the "Guarantors"), as pledgors,

assignors and debtors (the Borrower, together with the Guarantors, in such

capacities and together with any successors in such capacities, the "Pledgors,"

and each, a "Pledgor"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as

collateral agent pursuant to the Credit Agreement (such term and each other

capitalized term used but not defined herein having the meaning given to it in

Article I), as pledgee, assignee and secured party (in such capacities and

together with any successors in such capacities, the "Collateral Agent").

R E C I T A L S :

A. The Borrower, the Original Guarantors, the lending

institutions listed therein (the "Lenders"), UBS Securities LLC, as lead

arranger and as syndication agent, General Electric Capital Corporation as

documentation agent, UBS Loan Finance LLC, as swingline lender, and UBS AG,

Stamford Branch, as issuing bank, as administrative agent for the Lenders and as

collateral agent for the Secured Parties have, in connection with the execution

and delivery of this Agreement, entered into that certain credit agreement,

dated as of September 30, 2004 (as amended, amended and restated, supplemented

or otherwise modified from time to time, the "Credit Agreement").

B. Each Original Guarantor has, pursuant to the Credit Agreement,

unconditionally guaranteed the Obligations.

C. The Borrower and each Original Guarantor will receive

substantial benefits from the execution, delivery and performance of the

obligations under the Credit Agreement and the other Loan Documents and each is,

therefore, willing to enter into this Agreement.

D. Each Pledgor is or, as to Pledged Collateral acquired by such

Pledgor after the date hereof will be, the legal and/or beneficial owner of the

Pledged Collateral pledged by it hereunder.

E. This Agreement is given by each Pledgor in favor of the

Collateral Agent for the benefit of the Secured Parties to secure the payment

and performance of all of the Obligations.

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F. It is a condition to the obligations of the Lenders to make

the Loans under the Credit Agreement and a condition to the Issuing Bank issuing

Letters of Credit under the Credit Agreement that each Pledgor execute and

deliver the applicable Loan Documents, including this Agreement.

A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions.

(a) Unless otherwise defined herein or in the Credit Agreement,

capitalized terms used herein that are defined in the UCC shall have the

meanings assigned to them in the UCC.

(b) Terms used but not otherwise defined herein that are defined

in the Credit Agreement shall have the meanings given to them in the Credit

Agreement. Sections 1.03 and 1.05 of the Credit Agreement shall apply herein

mutatis mutandis, as if a part hereof.

(c) The following terms shall have the following meanings:

"Acquisition Document Rights" shall mean, with respect to each

Pledgor, collectively, all of such Pledgor's right, title and interest in, to

and under the Acquisition Documents, including (i) all rights and remedies

relating to monetary damages, including indemnification rights and remedies, and

claims for damages or other relief pursuant to or in respect of the Acquisition

Documents, (ii) all rights and remedies relating to monetary damages, including

indemnification rights and remedies, and claims for monetary damages under or in

respect of the agreements, documents and instruments referred to in the

Acquisition Documents or related thereto and (iii) all proceeds, collections,

recoveries and rights of subrogation with respect to the foregoing.

"Additional Guarantors" shall have the meaning assigned to such term

in the Preamble hereof.

"Additional Pledged Interests" shall mean, collectively, with

respect to each Pledgor, all of its right, title and interest in (i) all

options, warrants, rights, agreements, additional

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membership, partnership or other equity interests of whatever class of any

issuer of Initial Pledged Interests or any other equity interest in any such

issuer, together with all rights, privileges, authority and powers of such

Pledgor relating to such equity interests in each such issuer or under any

Organizational Document of any such issuer, and the certificates, instruments

and agreements representing such membership, partnership or other equity

interests and any and all interest of such Pledgor in the entries on the books

of any financial intermediary pertaining to such membership, partnership or

other equity interests from time to time acquired by such Pledgor in any manner

and (ii) all membership, partnership or other equity interests, as applicable,

of each limited liability company, partnership or other entity (other than a

corporation) hereafter acquired or formed by such Pledgor and all options,

warrants, rights, agreements, additional membership, partnership or other equity

interests of whatever class of such limited liability company, partnership or

other entity, together with all rights, privileges, authority and powers of such

Pledgor relating to such equity interests or under any Organizational Document

of any such issuer, and the certificates, instruments and agreements

representing such membership, partnership or other equity interests and any and

all interest of such Pledgor in the entries on the books of any financial

intermediary pertaining to such membership, partnership or other equity

interests, from time to time acquired by such Pledgor in any manner.

"Additional Pledged Shares" shall mean, collectively, with respect

to each Pledgor, all of its right, title and interest in (i) all options,

warrants, rights, agreements, additional shares of capital stock of whatever

class of any issuer of the Initial Pledged Shares or any other equity interest

in any such issuer, together with all rights, privileges, authority and powers

of such Pledgor relating to such equity interests issued by any such issuer

under any Organizational Document of any such issuer, and the certificates,

instruments and agreements representing such equity interests and any and all

interest of such Pledgor in the entries on the books of any financial

intermediary pertaining to such equity interests, from time to time acquired by

such Pledgor in any manner and (ii) all the issued and outstanding shares of

capital stock of each corporation hereafter acquired or formed by such Pledgor

and all options, warrants, rights, agreements or additional shares of capital

stock of whatever class of such corporation, together with all rights,

privileges, authority and powers of such Pledgor relating to such shares or

under any Organizational Document of such corporation, and the certificates,

instruments and agreements representing such shares and any and all interest of

such Pledgor in the entries on the books of any financial intermediary

pertaining to such shares, from time to time acquired by such Pledgor in any

manner.

"Agreement" shall have the meaning assigned to such term in the

Preamble hereof.

"Borrower" shall have the meaning assigned to such term in the

Preamble hereof.

"Claims" shall mean any and all property and other taxes,

assessments and special assessments, levies, fees and all governmental charges

imposed upon or assessed against, and landlords', carriers', mechanics',

workmen's, repairmen's, laborers', materialmen's, suppliers'

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and warehousemen's Liens and other claims arising by operation of law against,

all or any portion of the Pledged Collateral.

"Collateral Agent" shall have the meaning assigned to such term in

the Preamble hereof.

"Commodity Account Control Agreement" shall mean an agreement

establishing the "control" over all commodity contracts credited to a

commodities account in a form that is reasonably satisfactory to the

Administrative Agent.

"Contested Liens" shall mean, collectively, any Liens incurred in

respect of any Claims to the extent that the amounts owing in respect thereof

are not yet delinquent or are being contested and otherwise comply with the

provisions of Section 4.11 hereof; provided, however, that such Liens shall in

all respects be subject and subordinate in priority to the Lien and security

interest created by this Agreement, except if and to the extent that the law or

regulation creating, permitting or authorizing such Lien provides that such Lien

is or is required to be superior to the Lien and security interest created and

evidenced hereby.

"Contracts" shall mean, collectively, with respect to each Pledgor,

all sale, service, performance, equipment or property lease contracts,

agreements or instruments and all other contracts, agreements or instruments (in

each case, whether written, electronic or oral, or third party or intercompany),

between such Pledgor and any other person, and all assignments, amendments,

restatements, supplements, extensions, renewals, replacements or modifications

thereof, and all rights of Pledgor thereunder.

"Control" shall mean (i) in the case of each Deposit Account,

"control," as such term is defined in Section 9-104 of the UCC, (ii) in the case

of any Security Entitlement, "control," as such term is defined in Section

8-106(d) of the UCC and (iii) in the case of any Commodity Contract, "control,"

as such term is defined in Section 9-106(b) of the UCC.

"Control Agreements" shall mean, collectively, any Deposit Account

Control Agreements, any Securities Account Control Agreements and any Commodity

Account Control Agreements.

"Controlled Account" means a Deposit Account, Securities Account or

Commodity Account over which the Collateral Agent has Control.

"Copyrights" shall mean, collectively, with respect to each Pledgor,

all copyrights (whether statutory or common law, whether established or

registered in the United States or any other country or group of countries or

any political subdivision thereof, whether registered or unregistered and

whether published or unpublished) and all copyright registrations and

applications made by such Pledgor, in each case, whether now owned or hereafter

created or acquired by or assigned to such Pledgor, together with any and all

(i) rights and privileges arising under applicable law with respect to such

Pledgor's use of such copyrights, (ii) reissues,

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renewals, continuations and extensions thereof, (iii) income, fees, royalties,

damages, claims and payments now or hereafter due and/or payable with respect

thereto, including damages and payments for past, present or future

infringements thereof, (iv) rights corresponding thereto throughout the world

and (v) rights to sue for past, present or future infringements thereof.

"Copyright Security Agreement" shall mean an agreement substantially

in the form annexed hereto as Exhibit 6.

"Credit Agreement" shall have the meaning assigned to such term in

Recital A hereof.

"Deposit Account Control Agreement" shall mean an agreement

substantially in the form annexed hereto as Exhibit 5 or such other form that is

reasonably satisfactory to the Collateral Agent.

"Deposit Accounts" shall mean, collectively, with respect to each

Pledgor, (i) all "deposit accounts" as such term is defined in the UCC and (ii)

all cash, funds, checks, notes and instruments from time to time on deposit in

any of the accounts or sub-accounts described in clause (i) of this definition.

"Distributions" shall mean, collectively, with respect to each

Pledgor, all dividends, cash, options, warrants, rights, instruments,

distributions, returns of capital or principal, income, interest, profits and

other property, interests (debt or equity) or proceeds, including as a result of

a split, revision, reclassification or other like change of the Pledged

Securities, from time to time received, receivable or otherwise distributed to

such Pledgor in respect of or in exchange for any or all of the Pledged

Securities or Intercompany Notes.

"Excluded Account" shall mean any Deposit Account that has less than

$10,000 of cash on deposit therein so long as the aggregate amount of all such

Deposit Accounts with less than $10,000 on deposit therein that constitute

Excluded Accounts is less than $100,000.

"Excluded Property" shall mean (i) Special Property other than any

Proceeds, substitutions or replacements of any Special Property (unless such

Proceeds, substitutions or replacements would constitute Special Property) and

(ii) Special Equity Interests other than any Proceeds, substitutions or

replacements of any Special Equity Interests (unless such Proceeds,

substitutions or replacements would constitute Special Equity Interests).

"General Intangibles" shall mean, collectively, with respect to each

Pledgor, all "general intangibles," as such term is defined in the UCC, and, in

any event, shall include (i) all of such Pledgor's right, title and interest in,

to and under all insurance policies and Contracts, (ii) all know-how and

warranties relating to any of the Pledged Collateral or the Mortgaged Property,

(iii) any and all other rights, claims, choses-in-action and causes of action of

such Pledgor against any other person (other than any of the foregoing

constituting Accounts, Documents, Chattel Paper, Instruments, Letter of Credit

Rights, Investment Property or other

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types of Pledged Collateral) and the benefits of any and all collateral or other

security given by any other person in connection therewith, (iv) all guarantees,

endorsements and indemnifications on, or of, any of the Pledged Collateral or

any of the Mortgaged Property, (v) all lists, books, records, correspondence,

ledgers, printouts, files (whether in printed form or stored electronically),

tapes and other papers or materials containing information relating to any of

the Pledged Collateral or any of the Mortgaged Property, including all customer

or tenant lists, identification of suppliers, data, plans, blueprints,

specifications, designs, drawings, appraisals, recorded knowledge, surveys,

studies, engineering reports, test reports, manuals, standards, processing

standards, performance standards, catalogs, research data, computer and

automatic machinery software and programs and the like, field repair data,

accounting information pertaining to such Pledgor's operations or any of the

Pledged Collateral or any of the Mortgaged Property and all media in which or on

which any of the information or knowledge or data or records may be recorded or

stored and all computer programs used for the compilation or printout of such

information, knowledge, records or data, (vi) all licenses, consents, permits,

variances, certifications, authorizations and approvals, however characterized,

of any Governmental Authority (or any person acting on behalf of a Governmental

Authority) now or hereafter acquired or held by such Pledgor pertaining to

operations now or hereafter conducted by such Pledgor or any of the Pledged

Collateral or any of the Mortgaged Property including building permits,

certificates of occupancy, environmental certificates, industrial permits or

licenses and certificates of operation and (vii) all rights to reserves,

deferred payments, deposits, refunds, indemnification of claims to the extent

the foregoing relate to any Pledged Collateral or Mortgaged Property and claims

for tax or other refunds against any Governmental Authority relating to any

Pledged Collateral or any of the Mortgaged Property.

"Goodwill" shall mean, collectively, with respect to each Pledgor,

the goodwill connected with such Pledgor's business including (i) all goodwill

connected with the use of and symbolized by any Trademark or Trademark License

in which such Pledgor has any interest, (ii) all know-how, trade secrets,

customer and supplier lists, proprietary information, inventions, methods,

procedures, formulae, descriptions, compositions, technical data, drawings,

specifications, name plates, catalogs, confidential information and the right to

limit the use or disclosure thereof by any person, pricing and cost information,

business and marketing plans and proposals, consulting agreements, engineering

contracts and such other assets which relate to such goodwill and (iii) all

product lines of such Pledgor's business.

"Guarantors" shall have the meaning assigned to such term in the

Preamble hereof.

"Initial Pledged Interests" shall mean, with respect to each

Pledgor, all of its right, title and interest in all membership, partnership or

other equity interests (other than in a corporation), as applicable, of each

issuer described in Schedule 10 annexed to the Perfection Certificate, together

with all rights, privileges, authority and powers of such Pledgor in and to each

such issuer or under any Organizational Document of each such issuer, and the

certificates, instruments and agreements representing such membership,

partnership or other equity interests

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and any and all interest of such Pledgor in the entries on the books of any

financial intermediary pertaining to such membership, partnership or other

equity interests.

"Initial Pledged Shares" shall mean, collectively, with respect to

each Pledgor, all of its right, title and interest in the issued and outstanding

shares of capital stock of each issuer that is a corporation described in

Schedule 10 annexed to the Perfection Certificate together with all rights,

privileges, authority and powers of such Pledgor relating to such shares of

capital stock interests in each such issuer or under any Organizational Document

of each such issuer, and the certificates, instruments and agreements

representing such shares of capital stock and any and all interest of such

Pledgor in the entries on the books of any financial intermediary pertaining to

the Initial Pledged Shares.

"Instruments" shall mean, collectively, with respect to each

Pledgor, all "instruments," as such term is defined in Article 9, rather than

Article 3, of the UCC, and shall include all promissory notes, drafts, bills of

exchange or acceptances.

"Intellectual Property Collateral" shall mean, collectively, the

Patents, Trademarks, Copyrights, Licenses, Goodwill and all other items

designated as Intellectual Property under Section 3.06 of the Credit Agreement.

"Intercompany Notes" shall mean, with respect to each Pledgor, all

intercompany notes described in Schedule 11 annexed to the Perfection

Certificate and all other notes hereafter acquired by such Pledgor from any

other Company and all certificates, instruments or agreements evidencing such

notes payable by any other Company to Pledgor, and all assignments, amendments,

restatements, supplements, extensions, renewals, replacements or modifications

thereof to the extent permitted pursuant to the terms hereof.

"Investment Property" shall mean a security, whether certificated or

uncertificated, Security Entitlement, Securities Account, Commodity Contract or

Commodity Account, excluding, however, the Securities Collateral.

"Joinder Agreement" shall mean an agreement substantially in the

form annexed hereto as Exhibit 3.

"Land Pledgor" shall mean any Pledgor that owns the equity interests

in a Land Company.

"Lenders" shall have the meaning assigned to such term in Recital A

hereof.

"Licenses" shall mean, collectively, with respect to each Pledgor,

all license and distribution agreements with, and covenants not to sue, any

other party with respect to any Patent, Trademark or Copyright or any other

patent, trademark or copyright, whether such Pledgor is a licensor or licensee,

distributor or distributee under any such license or distribution agreement,

together with any and all (i) renewals, extensions, supplements and

continuations thereof, (ii) income, fees, royalties, damages, claims and

payments now and hereafter due and/or

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payable thereunder and with respect thereto including damages and payments for

past, present or future infringements or violations thereof, (iii) rights to sue

for past, present and future infringements or violations thereof and (iv) other

rights to use, exploit or practice any or all of the Patents, Trademarks or

Copyrights or any other patent, trademark or copyright.

"Original Guarantors" shall have the meaning assigned to such term

in the Preamble hereof.

"Patents" shall mean, collectively, with respect to each Pledgor,

all patents issued or assigned to and all patent applications and registrations

made by such Pledgor (whether established or registered or recorded in the

United States or any other country or group of countries or any political

subdivision thereof), together with any and all (i) rights and privileges

arising under applicable law with respect to such Pledgor's use of any patents,

(ii) inventions and improvements described and claimed therein, (iii) reissues,

divisions, continuations, renewals, extensions and continuations-in-part

thereof, (iv) income, fees, royalties, damages, claims and payments now or

hereafter due and/or payable thereunder and with respect thereto including

damages and payments for past, present or future infringements thereof, (v)

rights corresponding thereto throughout the world and (vi) rights to sue for

past, present or future infringements thereof.

"Patent Security Agreement" shall mean an agreement substantially in

the form annexed hereto as Exhibit 7.

"Perfection Certificate" shall mean, with respect to any Pledgor on

the date hereof, that certain perfection certificate dated as of September 30,

2004, executed and delivered by such Pledgor in favor of the Collateral Agent

for the benefit of the Secured Parties, or, with respect to any Pledgor

executing a Joinder Agreement after the date hereof, the Perfection Certificate

(which shall be in form and substance reasonably acceptable to the Collateral

Agent) executed and delivered by such Pledgor, in favor of the Collateral Agent

for the benefit of the Secured Parties contemporaneously with the execution and

delivery by such Pledgor of its Joinder Agreement executed in accordance with

Section 3.5 hereof, in each case, as such certificate may be amended, amended

and restated, supplemented or otherwise modified from time to time in accordance

with the Credit Agreement.

"Pledge Amendment" shall have the meaning assigned to such term in

Section 5.1 hereof.

"Pledged Collateral" shall have the meaning assigned to such term in

Section 2.1 hereof.

"Pledged Interests" shall mean, collectively, the Initial Pledged

Interests and the Additional Pledged Interests; provided, however, that Pledged

Interests shall not include any equity interest which is not required to be

pledged pursuant to Section 5.12(b) of the Credit Agreement.

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"Pledged Securities" shall mean, collectively, the Pledged

Interests, the Pledged Shares and the Successor Interests.

"Pledged Shares" shall mean, collectively, the Initial Pledged

Shares and the Additional Pledged Shares; provided, however, that Pledged Shares

shall not include any shares which are not required to be pledged pursuant to

Section 5.12(b) of the Credit Agreement.

"Pledgor" shall have the meaning assigned to such term in the

Preamble hereof.

"Securities Account Control Agreement" shall mean an agreement

substantially in the form annexed hereto as Exhibit 4 or such other form that is

reasonably satisfactory to the Collateral Agent.

"Securities Collateral" shall mean, collectively, the Pledged

Securities, the Intercompany Notes and the Distributions.

"Special Equity Interests" shall mean, with respect to each Land

Pledgor, all of such Land Pledgor's right title and interest in all membership

interests of its Land Company, together with all rights, privileges, authority

and powers of such Land Pledgor in and to such Land Company or under any

Organizational Document of such Land Company, and the certificates, instruments

and agreements representing such membership interests and any and all interest

of such Land Pledgor in the entries on the books of any financial intermediary

pertaining to such membership interests; provided, however, that such property

shall constitute "Special Equity Interests" only to the extent and for so long

as any lease or other agreement to which such Land Company is a party validly

prohibits or invalidates, directly or indirectly, the creation, attachment,

perfection or enforcement of a Lien on such property in favor of the Collateral

Agent or provides that the creation, attachment or perfection of such Lien gives

rise to a default, breach, termination, right of termination or other remedy

thereunder, and, upon the termination of such prohibition or invalidating

provision, such property shall cease to constitute "Special Equity Interests."

"Special Property" shall mean:

(a) any permit, lease, sublease, contract, license, sublicense or

other general intangible, in each case pertaining to real or personal

property, held by any Pledgor that validly prohibits the creation by such

Pledgor of a Lien thereon;

(b) any permit, lease, sublease, contract, license, sublicense or

other general intangible, in each case pertaining to real or personal

property, held by any Pledgor to the extent that any Requirement of Law

applicable thereto prohibits the creation of a Lien thereon; and

(c) Equipment owned by any Pledgor on the date hereof or hereafter

acquired that is subject to a Lien securing a Purchase Money Obligation or

Capital Lease Obligation permitted to be incurred pursuant to the

provisions of the Credit Agreement if

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the contract or other agreement in which such Lien is granted (or the

documentation providing for such Purchase Money Obligation or Capital

Lease Obligation) validly prohibits the creation of any other Lien on such

Equipment;

provided, however, that in each case described in clauses (a), (b) and (c) of

this definition, such property shall constitute "Special Property" only to the

extent and for so long as such permit, lease, sublease, contract, license,

sublicense or other general intangible, in each case pertaining to real or

personal property, or Requirement of Law applicable thereto validly prohibits

the creation of a Lien on such property in favor of the Collateral Agent and,

upon the termination of such prohibition (howsoever occurring), such property

shall cease to constitute "Special Property." For the avoidance of doubt, no

permit, lease, sublease, contract, license, sublicense or other general

intangible, in each case pertaining to real or personal property (or any right

under any of the foregoing), shall constitute Special Property to the extent

that any such prohibition or Requirement of Law would be ineffective pursuant to

Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code in any

applicable jurisdiction or under any other applicable law or principle of equity

to (x) impair the creation, attachment or perfection of the security interest of

the Collateral Agent in any such permit, lease, sublease, contract, license,

sublicense or other general intangible, in each case pertaining to real or

personal property (or in any right under any of the foregoing) and (y) provide

that the creation , attachment or perfection of the Lien may give rise to a

default, breach, right of recoupment, claim, defense, termination, right of

termination or remedy under such permit, lease, sublease, contract, license,

sublicense or other general intangible, in each case pertaining to real or

personal property (or in any right under any of the foregoing).

"Successor Interests" shall mean, collectively, with respect to each

Pledgor, all shares of each class of the capital stock of the successor

corporation or equity interests (and any certificates evidencing such equity

interests) of the successor limited liability company, partnership or other

entity owned by such Pledgor (unless such successor is such Pledgor itself)

formed by or resulting from any consolidation or merger in which any person

listed in Schedule 1(a) annexed to the Perfection Certificate is not the

surviving entity; provided, however, that Successor Interest shall not include

any shares or equity interests which are not required to be pledged pursuant to

Section 5.12(b) of the Credit Agreement.

"Termination Date" shall mean, the date on which the Commitments

have been terminated and the principal of and interest on each Loan, all Fees

and all other expenses or amounts payable under any Loan Document shall have

been paid in full, all Letters of Credit have been canceled or have expired or

have been fully cash collateralized on terms reasonably acceptable to the

Administrative Agent and all amounts drawn thereunder have been reimbursed in

full and all Credit-Linked Deposits have been returned in full to the Funded LC

Lenders.

"Trademarks" shall mean, collectively, with respect to each Pledgor,

all trademarks (including service marks), slogans, logos, certification marks,

trade dress, uniform resource locations (URL's), domain names, corporate names

and trade names, whether registered or unregistered, owned by or assigned to

such Pledgor and all registrations and applications for

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the foregoing (whether statutory or common law and whether established or

registered in the United States or any other country or group of countries or

any political subdivision thereof), together with any and all (i) rights and

privileges arising under applicable law with respect to such Pledgor's use of

any trademarks, (ii) reissues, continuations, extensions and renewals thereof,

(iii) income, fees, royalties, damages and payments now and hereafter due and/or

payable thereunder and with respect thereto, including damages, claims and

payments for past, present or future infringements thereof, (iv) rights

corresponding thereto throughout the world and (v) rights to sue for past,

present and future infringements thereof.

"Trademark Security Agreement" shall mean an agreement substantially

in the form annexed hereto as Exhibit 8.

"UCC" shall mean the Uniform Commercial Code as in effect on the

date hereof in the State of New York; provided, however, that if by reason of

mandatory provisions of law, any or all of the attachment, perfection or

priority of the Collateral Agent's and the other Secured Parties' security

interest in any item or portion of the Pledged Collateral is governed by the

Uniform Commercial Code as in effect in a jurisdiction other than the State of

New York, the term "UCC" shall mean the Uniform Commercial Code as in effect on

the date hereof in such other jurisdiction for purposes of the provisions hereof

relating to such attachment, perfection or priority and for purposes of

definitions relating to such provisions.

SECTION 1.2. Interpretation. The rules of interpretation specified

in the Credit Agreement (including Section 1.03 thereof) shall be applicable to

this Agreement. If any conflict or inconsistency exists between this Agreement

and the Credit Agreement, the Credit Agreement shall govern.

SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor

acknowledges and agrees that it was represented by counsel in connection with

the execution and delivery hereof, that it and its counsel reviewed and

participated in the preparation and negotiation hereof and that any rule of

construction to the effect that ambiguities are to be resolved against the

drafting party (i.e., the Collateral Agent) shall not be employed in the

interpretation hereof.

SECTION 1.4. Perfection Certificate. The Collateral Agent and each

other Secured Party agree that the Perfection Certificate and all descriptions

of Pledged Collateral and all schedules, and all amendments and supplements

thereto, are and shall at all times remain a part of this Agreement.

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ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1. Grant of Security Interest. As collateral security for

the payment and performance in full of all the Obligations, each Pledgor hereby

pledges and grants to the Collateral Agent for the benefit of the Secured

Parties, a lien on and security interest in and to all of the right, title and

interest of such Pledgor in, to and under the following property, wherever

located, whether now existing or hereafter arising or acquired from time to time

(collectively, the "Pledged Collateral"):

(i) all Accounts;

(ii) all As-Extracted Collateral;

(iii) all Equipment, Goods, Inventory and Fixtures;

(iv) all Documents, Instruments and Chattel Paper;

(v) all Letters of Credit and Letter-of-Credit Rights;

(vi) all Securities Collateral;

(vii) all Collateral Accounts;

(viii) all Investment Property;

(ix) all Intellectual Property Collateral;

(x) the Commercial Tort Claims described on Schedule 14 to the

Perfection Certificate;

(xi) all General Intangibles;

(xii) all Deposit Accounts and Money;

(xiii) all Acquisition Documents and Acquisition Document Rights;

(xiv) all Supporting Obligations;

(xv) all books and records relating to the Pledged Collateral;

(xvi) to the extent not otherwise included in clause (ii) above,

all coal and other minerals severed or extracted from the

ground of the Grantor (including all severed or extracted

coal purchased, acquired or obtained from other

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persons), and all Accounts, General Intangibles and

products and Proceeds thereof or related thereto,

regardless of whether any such coal or other minerals are

in raw form or processed for sale and regardless of

whether or not any Grantor had an interest in the coal or

other minerals before extraction or severance;

(xvii) to the extent not covered by clauses (i) through (xvi) of

this sentence, all other personal property of such

Pledgor, whether tangible or intangible; and

(xviii) all Proceeds and products of each of the foregoing and all

accessions to, substitutions and replacements for, and

rents, profits and products of, each of the foregoing, and

any and all Proceeds of any insurance, indemnity, warranty

or guaranty payable to such Pledgor from time to time with

respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (i)

through (xviii) above, the security interest created by this Agreement shall not

extend to, and the term "Pledged Collateral" shall not include, any Excluded

Property and (i) the Pledgors shall from time to time at the reasonable request

of the Collateral Agent give written notice to the Collateral Agent identifying

in reasonable detail any material item of Special Property (and stating in such

notice that such Special Property constitutes "Excluded Property") and shall

provide to the Collateral Agent such other information regarding the Special

Property as the Collateral Agent may reasonably request and (ii) from and after

the Closing Date, no Pledgor shall permit to become effective in any document

creating, governing or providing for any permit, lease, contract or license, a

provision that would prohibit the creation or enforcement of a Lien on such

permit, lease, contract or license, or on the equity interests in such Pledgor

or any other Company, in favor of the Collateral Agent; provided that this

clause (ii) shall not apply to any such document if management of such Pledgor

reasonably determines in good faith that eliminating such provision would (x)

have a material adverse effect on such document or on such Pledgor's

relationship with the party or parties to such document, (y) require the payment

of any money or the making by such Pledgor of any material concession under such

document in exchange for not including such provision, or (z) otherwise

materially and adversely effect such Pledgor; provided, however, that,

notwithstanding the foregoing or any other provision in the Loan Documents, (a)

on or prior to the Post Closing Action Completion Date, no Company shall renew

or replace any Lease, contract or other agreement that is not a Subsidiary

Change of Control Agreement with a Lease, contract or other agreement that is a

Subsidiary Change of Control Agreement, (b) after the Post Closing Action

Completion Date, no Company shall enter into any Subsidiary Change of Control

Agreement unless, after giving effect thereto, the aggregate amount (in tons) of

Coal reserves included in the Collateral is at least equal to the Minimum

Secured Reserves and (c) at any time, (x) no Company that is not a Land Company

shall enter into a Subsidiary Change of Control Agreement and (y) no Company

other than Holdings shall enter into a Borrower Change of Control Agreement (and

by making Holdings the party thereto the provisions contained therein that make

such agreement a "Borrower Change of

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Control Agreement" must no longer apply to Borrower) unless consented to in

writing by each of the Lenders.

SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes

the Collateral Agent at any time and from time to time to file in any relevant

jurisdiction any initial financing statements (including fixture filings) and

amendments thereto that contain the information required by Article 9 of the

Uniform Commercial Code of each applicable jurisdiction for the filing of any

financing statement or amendment relating to the Pledged Collateral, including

(i) whether such Pledgor is an organization, the type of organization and any

organizational identification number issued to such Pledgor, (ii) any financing

or continuation statements or other documents without the signature of such

Pledgor where permitted or required by applicable Requirements of Law, including

the filing of a financing statement describing the Pledged Collateral as "all

assets in which the Pledgor now owns or hereafter acquires rights" and (iii) in

the case of a financing statement filed as a fixture filing or covering Pledged

Collateral constituting minerals or the like to be extracted or timber to be

cut, a sufficient description of the real property to which such Pledged

Collateral relates. Each Pledgor agrees to provide all information described in

the immediately preceding sentence to the Collateral Agent promptly upon

request.

(b) Each Pledgor hereby ratifies its authorization for the

Collateral Agent to file in any relevant jurisdiction any initial financing

statements or amendments thereto relating to the Pledged Collateral if filed

prior to the date hereof.

(c) Each Pledgor hereby further authorizes the Collateral Agent to

file filings with, if applicable, the United States Patent and Trademark Office

and the United States Copyright Office (or any successor office or any similar

office in any other country or group of countries), including this Agreement,

the Copyright Security Agreement, the Patent Security Agreement and the

Trademark Security Agreement, as applicable, or other documents for the purpose

of perfecting, confirming, continuing, enforcing or protecting the security

interest granted by such Pledgor hereunder, without the signature of such

Pledgor where allowed or required by applicable Requirements of Law, and naming

such Pledgor, as debtor, and the Collateral Agent, as secured party.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL

SECTION 3.1. Delivery of Certificated Securities Collateral. Each

Pledgor represents and warrants that all certificates, agreements or instruments

representing or evidencing the Securities Collateral in existence on the date

hereof have been delivered to the

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Collateral Agent in suitable form for transfer by delivery or accompanied by

duly executed instruments of transfer or assignment in blank and that the

Collateral Agent has a perfected, first-priority security interest therein. Each

Pledgor hereby agrees that all certificates, agreements or instruments

representing or evidencing Securities Collateral acquired by such Pledgor after

the date hereof shall promptly (but in any event within 5 Business Days) upon

receipt thereof by such Pledgor be delivered to and held by or on behalf of the

Collateral Agent pursuant hereto. All certificated Securities Collateral shall

be in suitable form for transfer by delivery or shall be accompanied by duly

executed instruments of transfer or assignment in blank, all in form and

substance satisfactory to the Collateral Agent. The Collateral Agent shall have

the right, at any time upon the occurrence and during the continuance of any

Event of Default, to endorse, assign or otherwise transfer to or to register in

the name of the Collateral Agent or any of its nominees or endorse for

negotiation any or all of the Securities Collateral, without any indication that

such Securities Collateral is subject to the security interest hereunder. In

addition, upon the occurrence and during the continuance of an Event of Default,

the Collateral Agent shall have the right at any time to exchange certificates

representing or evidencing Securities Collateral for certificates of smaller or

larger denominations.

SECTION 3.2. Perfection of Uncertificated Securities Collateral.

Each Pledgor represents and warrants that the Collateral Agent has a perfected,

first-priority security interest in all uncertificated Pledged Securities

pledged by it hereunder that are in existence on the date hereof. Each Pledgor

hereby agrees that if any of the Pledged Securities (other than Pledged

Securities held as securities entitlements) are at any time not evidenced by

certificates of ownership, then each applicable Pledgor shall, to the extent

permitted by applicable law (i) if necessary or desirable to perfect a security

interest in such Pledged Securities or establish the priority thereof, cause

such pledge to be recorded on the equityholder register or the books of the

issuer, cause the issuer to execute and deliver to the Collateral Agent an

acknowledgment of the pledge of such Pledged Securities substantially in the

form of Exhibit 1 annexed hereto, execute any customary pledge forms or other

documents necessary or appropriate to complete the pledge and give the

Collateral Agent the right to transfer such Pledged Securities under the terms

hereof and, upon request, provide to the Collateral Agent an opinion of counsel,

in form and substance reasonably satisfactory to the Collateral Agent,

confirming such pledge and perfection thereof and (ii) use its commercially

reasonable efforts to cause such Pledged Securities to become certificated and

delivered to the Collateral Agent in accordance with the provisions of Section

3.1.

SECTION 3.3. Financing Statements and Other Filings; Maintenance of

Perfected Security Interest. Each Pledgor represents and warrants that all

filings necessary to perfect the security interest granted hereunder by it to

the Collateral Agent in respect of the Pledged Collateral (including, without

limitation, As-Extracted Collateral) (other than Pledged Collateral in which a

security interest cannot be perfected under the UCC) have been delivered to the

Collateral Agent in completed and, to the extent necessary or appropriate, duly

executed form for filing in each governmental, municipal or other office

specified in Schedule 6 annexed to the Perfection Certificate. Each Pledgor

agrees that at the sole cost and expense of the Pledgors, (i) such Pledgor,

except as otherwise expressly permitted by the Credit Agreement or other

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provisions hereof, will maintain the security interest created by this Agreement

in the Pledged Collateral as a perfected, first-priority security interest and

shall defend such security interest against the claims and demands of all

persons except Permitted Collateral Liens, (ii) such Pledgor shall furnish to

the Collateral Agent from time to time statements and schedules further

identifying and describing the Pledged Collateral and such other reports in

connection with the Pledged Collateral as the Collateral Agent may reasonably

request, all in reasonable detail and (iii) at any time and from time to time,

upon the written request of the Collateral Agent, such Pledgor shall promptly

and duly execute and deliver, and file and have recorded, such further

instruments and documents and take such further action as the Collateral Agent

may reasonably request for the purpose of obtaining or preserving the full

benefits of this Agreement and the rights and powers herein granted, including

the filing of any financing statements, continuation statements and other

documents (including this Agreement) under the UCC (or other similar laws) in

effect in any jurisdiction with respect to the security interest created hereby

and the execution and delivery of Control Agreements, all in form reasonably

satisfactory to the Collateral Agent and in such offices (including the United

States Patent and Trademark Office and the United States Copyright Office)

wherever required by law to perfect, continue and maintain a valid, enforceable,

first-priority security interest in the Pledged Collateral as provided herein

and to preserve the other rights and interests granted to the Collateral Agent

hereunder, as against third parties, with respect to the Pledged Collateral

subject to Permitted Collateral Liens.

SECTION 3.4. Other Actions. In order to further insure the

attachment, perfection and priority of, and the ability of the Collateral Agent

to enforce, the Collateral Agent's security interest in the Pledged Collateral,

each Pledgor represents and warrants (as to itself) as follows and