exv4w3






Exhibit 4.3




     THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of June 15,
2011, among International Coal Group, Inc., a Delaware corporation (the “Company”), the Guarantors
(as defined in the Indenture referred to herein) and The Bank of New York Mellon Trust Company,
N.A., as trustee under the Indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated
as of March 16, 2010 (the “Original Indenture”), as amended and supplemented by the First
Supplemental Indenture, dated as of March 16, 2010 (the “First Supplemental Indenture” and,
together with the Original Indenture, the “Indenture”), providing for the issuance of 4.00%
Convertible Senior Notes due 2017 (the “Securities”);



     WHEREAS, the Company is a party to an Agreement and Plan of Merger, dated as of May 2, 2011
(as amended and supplemented from time to time, the “Merger Agreement”), by and among Arch Coal,
Inc., a Delaware corporation (“Arch”), Atlas Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Arch (the “Purchaser”), and the Company, pursuant to which the Purchaser merged
with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a
direct wholly owned subsidiary of Arch;



     WHEREAS, the Merger became effective at 12:01 a.m., Eastern time, on June 15, 2011 (the
“Effective Time”) and, from and after the Effective Time, each share of Common Stock issued and
outstanding immediately prior to the Effective Time (other than Common Stock owned by the Company,
Arch, the Purchaser (prior to the Merger) or any of their respective subsidiaries and Common Stock
held by dissenting holders of Common Stock who properly exercise appraisal rights under Delaware
law), by virtue of the Merger and without any action on the part of the holders of the Common
Stock, was cancelled in exchange for the right to receive $14.60 per share, net to the seller in
cash, without interest and subject to any withholding taxes (the “Merger Consideration”);



     WHEREAS, Section 9.12 of the First Supplemental Indenture provides that in connection with the
Merger the Company shall execute with the Trustee a supplemental indenture providing that, at and
after the effective time of the Merger, any shares of Common Stock that the Company would have been
required to deliver upon conversion of the Securities in accordance with Section 9.02 of the First
Supplemental Indenture shall instead be deliverable in the amount and type of consideration that a
holder of that number of shares of Common Stock would have received in the Merger;



     WHEREAS, Section 8.01(ii) of the First Supplemental Indenture provides that the Company may
amend or supplement the Indenture without notice to or the consent of any Securityholder to make
provisions with respect to adjustments to the Conversion Rate in accordance with the First
Supplemental Indenture;



     WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to
the Trustee (i) copies of resolutions of the Board of Directors of the Company



 









 




authorizing the execution of this Third Supplemental Indenture and (ii) the Officers’
Certificate and the Opinion of Counsel described in Section 9.06 of the Original Indenture; and




     WHEREAS, all other acts and proceedings required by law and the Indenture necessary to
authorize the execution and delivery of this Third Supplemental Indenture and to make this Third
Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in
accordance with its terms, have been complied with or have been duly done or performed.



     NOW, THEREFORE, in consideration of the foregoing and notwithstanding any provision of the
Indenture which, absent this Third Supplemental Indenture, might operate to limit such action, the
parties hereto, intending to be legally bound hereby, agree as follows:



ARTICLE I




AMENDMENTS




     1. Settlement Upon Conversion. Subject to and upon compliance with all the provisions of the
Indenture, upon conversion by a Holder of each Security then outstanding, the Holder shall have the
right to receive the Merger Consideration for each share of Common Stock into which the Holder is
entitled to convert such Security (after giving effect, if applicable, to any additional shares of
Common Stock that such Holder would have been entitled to receive if it converts its Securities
during a Make-Whole Conversion Period), and upon conversion of the Security by a Holder, the
Company shall pay to such Holder cash in an amount equal to the amount such Holder would have
received as Merger Consideration had such Holder converted its Securities at the Conversion Rate in
effect immediately prior to the Merger (after giving effect, if applicable, to any additional
shares of Common Stock that such Holder would have been entitled to receive if it converts its
Securities during a Make-Whole Conversion Period).



     2. Effectiveness. This Third Supplemental Indenture will become effective and operative and
binding upon each of the Company, the Trustee and the holders of the Securities as of the Effective
Time.



ARTICLE II




MISCELLANEOUS




     1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.



     2. New York Law to Govern. The internal law of the State of New York shall govern and be used
to construe this Third Supplemental Indenture without giving effect to applicable principles of
conflicts of law to the extent that the application of the laws of another jurisdiction would be
required thereby.



     3. Counterparts. The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



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     4. Separability. In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and a Holder shall have no claim
therefor against any party hereto.



     5. Effect of Headings. The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.



     6. Trustee’s Acceptance. The Trustee accepts the modifications of the Indenture effected by
this Third Supplemental Indenture, but only upon the terms and conditions set forth in the
Indenture. Without limiting the generality of the foregoing, the Trustee does not assume any
responsibility for the correctness of the recitals herein contained, which shall be taken as the
statements of the Company and the Guarantors. The Trustee makes no representation or warranty and
shall not have any responsibility as to the validity or sufficiency of this Third Supplemental
Indenture or the proper authorization or the due execution hereof by the Company or the Guarantors.



[Signature Pages Follow]





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     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to
be duly executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	INTERNATIONAL COAL GROUP, INC.

 	 
	 	By:  	/s/ Bradley W. Harris
 	 
	 	 	Name:  	Bradley W. Harris 	 
	 	 	Title:  	Senior Vice President, Chief Financial

Officer and Treasurer of the Company 	 
	 
	 	BRONCO MINING COMPANY, INC.

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Secretary 	 
	 
	 	COALQUEST DEVELOPMENT LLC

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	HAWTHORNE COAL COMPANY, INC.

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	HUNTER RIDGE COAL COMPANY

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Secretary 	 
	 



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	 	HUNTER RIDGE HOLDINGS, INC.

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Secretary 	 
	 
	 	HUNTER RIDGE, INC.

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Secretary 	 
	 
	 	ICG ADDCAR SYSTEMS, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	ICG BECKLEY, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	ICG EAST KENTUCKY, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Secretary 	 
	 
	 	ICG EASTERN LAND, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Assistant Secretary 	 
	 



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	 	ICG EASTERN, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Secretary 	 
	 
	 	ICG HAZARD LAND, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	ICG HAZARD, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Secretary 	 
	 
	 	ICG ILLINOIS, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Secretary 	 
	 
	 	ICG KNOTT COUNTY, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Secretary 	 
	 
	 	ICG NATURAL RESOURCES, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Assistant Secretary 	 
	 



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	 	ICG TYGART VALLEY, LLC

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	ICG, INC.

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Senior Vice President, Secretary and

General Counsel 	 
	 
	 	ICG, LLC

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Senior Vice President, Secretary and

General Counsel 	 
	 
	 	JULIANA MINING COMPANY, INC.

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Secretary 	 
	 
	 	KING KNOB COAL CO., INC.

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Secretary 	 
	 



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	 	MARINE COAL SALES COMPANY

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	MELROSE COAL COMPANY, INC.

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Secretary 	 
	 
	 	PATRIOT MINING COMPANY, INC.

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Secretary 	 
	 
	 	POWELL MOUNTAIN ENERGY, LLC

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	SIMBA GROUP, INC.

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Secretary 	 
	 
	 	UPSHUR PROPERTY, INC.

 	 
	 	By:  	/s/ Christina T. Brumley
 	 
	 	 	Name:  	Christina T. Brumley 	 
	 	 	Title:  	Secretary 	 
	 



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	 	VINDEX ENERGY CORPORATION

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Secretary 	 
	 
	 	WHITE WOLF ENERGY, INC.

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	WOLF RUN MINING COMPANY

 	 
	 	By:  	/s/ Roger L. Nicholson
 	 
	 	 	Name:  	Roger L. Nicholson 	 
	 	 	Title:  	Secretary 	 
	 



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	 	THE BANK OF NEW YORK MELLON 

TRUST COMPANY, N.A., as Trustee

 	 
	 	By:  	/s/ Linda E. Garcia
 	 
	 	 	Name:  	Linda E. Garcia 	 
	 	 	Title:  	Vice President 	 
	 




[Signature Page to Third Supplemental Indenture]