8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 17, 2011 (June 14, 2011)

INTERNATIONAL COAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32679	20-2641185
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Corporate Centre Drive	25560
Scott Depot, West Virginia	(Zip Code)
(Address of principal executive offices)

(304) 760-2400
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

     On June 15, 2011, pursuant to the Agreement and Plan of Merger, dated as of May 2, 2011 (as amended, the “Merger Agreement”), among International Coal Group, Inc., a Delaware corporation (the “Company”), Arch Coal, Inc., a Delaware corporation (“Parent”), and Atlas Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”).

Item 1.01 Entry into a Material Definitive Agreement.

4.00% Convertible Senior Notes Supplemental Indenture

     In connection with the transactions described in Item 3.01 below, the Company entered into a Third Supplemental Indenture dated as of June 15, 2011 (the “2017 Notes Third Supplemental Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Indenture dated as of March 16, 2010 (the “2017 Notes Original Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 16, 2010 (the “2017 Notes First Supplemental Indenture” and, together with the 2017 Notes Original Indenture, and the 2017 Notes Third Supplemental Indenture, the “2017 Notes Indenture”), relating to the Company’s outstanding 4.00% Convertible Senior Notes due 2017 (the “2017 Notes”). Pursuant to the 2017 Notes Third Supplemental Indenture, the 2017 Notes are no longer convertible into shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), and instead are convertible into an amount of cash consideration (after giving effect, if applicable, to any additional shares of the Common Stock that such a holder would be entitled to receive if it converts its 2017 Notes during a make-whole conversion period, including the 2017 Notes Make-Whole Conversion Period described under Item 2.04 below) that the holder would have received in connection with the transaction described in Item 3.01 below if the given 2017 Notes would have been converted 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 2017 Notes during a make-whole conversion period, including the 2017 Notes Make-Whole Conversion Period described under Item 2.04 below).

     The information set forth under Item 2.04 regarding the 2017 Notes is incorporated herein by reference. This description of the 2017 Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the 2017 Notes Original Indenture, the 2017 Notes First Supplemental Indenture and the 2017 Notes Third Supplemental Indenture which are included as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

9.00% Convertible Senior Notes Supplemental Indenture

     In connection with the transactions described in Item 3.01 below, the Company entered into a Second Supplemental Indenture dated as of June 15, 2011 (the “2012 Notes Second Supplemental Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee, related to the Indenture dated as of July 31, 2007 (the “2012 Notes Original Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of December 3, 2009 (the “2012 Notes First Supplemental Indenture” and, together with the 2012 Notes Original Indenture, and the 2012 Notes Second Supplemental Indenture, the “2012 Notes Indenture”), relating to the Company’s outstanding 9.00% Convertible Senior Notes due 2012 (the “2012 Notes”). Pursuant to the 2012 Notes Second Supplemental Indenture, the 2012 Notes are no longer convertible into shares of the Company’s Common Stock and instead are convertible into an amount of cash consideration (after giving effect, if applicable, to any additional shares of the Common Stock that such a holder would be entitled to receive if it converts its 2012 Notes during a make-whole conversion period, including the 2012 Notes Make-Whole Conversion Period described under Item 2.04 below) that the holder would have received in connection with the transaction described in Item 3.01 below if the given 2012 Notes would have been

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converted 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 2012 Notes during a make-whole conversion period, including the 2012 Notes Make-Whole Conversion Period described under Item 2.04 below).

     The information set forth under Item 2.04 regarding the 2012 Notes is incorporated herein by reference. This description of the 2012 Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the 2012 Notes Original Indenture, the 2012 Notes First Supplemental Indenture and the 2012 Notes Second Supplemental Indenture which are included as Exhibits 4.4, 4.5 and 4.6 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

     In connection with the transactions described in Item 3.01 below, the Third Amended and Restated Credit Agreement (as amended from time to time, the “Existing Credit Agreement”) among ICG, LLC, the Company and certain subsidiaries of the Company as credit parties, the lenders party thereto, General Electric Capital Corporation, as administrative agent and as a collateral agent, UBS AG, Stamford Branch, as a collateral agent and PNC Bank, National Association, as documentation agent, which provided the Company with an asset-based loan facility consisting of a $125.0 million senior secured facility with a four year term available for loans and the issuance of letters of credit, was terminated on June 14, 2011. All amounts outstanding under the Existing Credit Agreement were paid off with funds from Parent.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

Make-Whole Fundamental Change Relating to 4.00% Convertible Senior Notes

     Upon the consummation of the Merger, a make-whole fundamental change relating to the 2017 Notes occurred and the conversion rate applicable to 2017 Notes that are surrendered for conversion during the period (the “2017 Notes Make-Whole Conversion Period”) from, and including, June 15, 2011, the effective date of the make-whole fundamental change relating to the Merger, to, and including, the 2017 Notes Fundamental Change Repurchase Date (as defined below), was increased by 7.0006 shares of Common Stock per $1,000 principal amount of 2017 Notes. Accordingly, upon surrender of 2017 Notes for conversion following the Merger in connection with the make-whole fundamental change resulting from the Merger, the Company’s conversion obligation during the 2017 Notes Make-Whole Conversion Period will be calculated based solely on the Merger Consideration (as defined below in Item 3.01) received by the Company’s stockholders in the Merger and shall be deemed to be an amount equal to, per $1,000 principal amount of converted 2017 Notes, the applicable conversion rate of 179.0880 shares of Common Stock per $1,000 principal amount of 2017 Notes, multiplied by the Merger Consideration (as defined below). Based on the above, holders of 2017 Notes surrendered for conversion during the 2017 Notes Make-Whole Conversion Period will be entitled to receive, at settlement, $2,614.6848 in cash for each $1,000 principal amount of 2017 Notes surrendered for conversion.

     In addition, the consummation of the Offer described below under Item 3.01 constituted a “Fundamental Change” under the 2017 Notes Indenture. As a result, holders of 2017 Notes will have the right to require the Company to repurchase all or a portion of such holder’s 2017 Notes, at a price, payable in cash, equal to 100% of the principal amount of the 2017 Notes (or portions thereof) to be so repurchased on a date selected by the Company (the “2017 Notes Fundamental Change Repurchase Date”), which shall be no later than 35 days, nor earlier than 20 days, after the date the applicable fundamental change notice is mailed. The fundamental change notice relating to the 2017 Notes is required to be mailed by the Company no later than July 13, 2011. Accordingly, the 2017 Notes Fundamental Change Repurchase Date relating to the consummation of the Offer, which will be

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announced at a later date by the Company, may occur as early as July 5, 2011 and as late as August 17, 2011.

     Holders of 2017 Notes surrendered for conversion as and when permitted by the 2017 Notes Indenture after the expiration of the 2017 Notes Make-Whole Conversion Period will be entitled to receive, at settlement, $2,512.47604 in cash for each $1,000 principal amount of 2017 Notes surrendered for conversion. See Item 1.01.

Make-Whole Fundamental Change Relating to 9.00% Convertible Senior Notes

     Upon the consummation of the Offer, a make-whole fundamental change relating to the 2012 Notes occurred and the conversion rate applicable to 2012 Notes that are surrendered for conversion during the period (the “2012 Notes Make-Whole Conversion Period”) through, and including, the 2012 Notes Fundamental Change Repurchase Date (as defined below), was increased by 0.0723 shares of Common Stock per $1,000 principal amount of 2012 Notes. Accordingly, upon surrender of 2012 Notes for conversion following the Merger in connection with the make-whole fundamental change resulting from the consummation of the Offer, the Company’s conversion obligation during the 2012 Notes Make-Whole Conversion Period will be calculated based solely on the Merger Consideration received by the Company’s stockholders in the Merger and shall be deemed to be an amount equal to, per $1,000 principal amount of converted 2012 Notes, the applicable conversion rate of 163.8859 shares of Common Stock per $1,000 principal amount of 2012 Notes, multiplied by the Merger Consideration. Based on the above, holders of 2012 Notes surrendered for conversion during the 2012 Notes Make-Whole Conversion Period will be entitled to receive, at settlement, $2,392.73414 in cash for each $1,000 principal amount of 2012 Notes surrendered for conversion.

     In addition, the consummation of the Offer described below under Item 3.01 constituted a “Fundamental Change” under the 2012 Notes Indenture. As a result, holders of 2012 Notes will have the right to require the Company to repurchase all or a portion of such holder’s 2012 Notes, at a price, payable in cash, equal to 100% of the principal amount of the 2012 Notes (or portions thereof) to be so repurchased on a date selected by the Company (the “2012 Notes Fundamental Change Repurchase Date”), which shall be no later than 35 days, nor earlier than 20 days, after the date the applicable fundamental change notice is mailed. The fundamental change notice relating to the 2012 Notes is required to be mailed by the Company no later than July 13, 2011. Accordingly, the 2012 Notes Fundamental Change Repurchase Date relating to the consummation of the Offer, which will be announced at a later date by the Company, may occur as early as July 5, 2011 and as late as August 17, 2011.

     Holders of 2012 Notes surrendered for conversion as and when permitted by the 2012 Notes Indenture after the expiration of the 2012 Notes Make-Whole Conversion Period will be entitled to receive, at settlement, $2,391.67856 in cash for each $1,000 principal amount of 2012 Notes surrendered for conversion. See Item 1.01.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     Pursuant to the Merger Agreement and upon the terms and conditions thereof, on May 16, 2011, Merger Sub commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of the Company’s Common Stock (the “Shares”), for $14.60 per share in cash, without interest and subject to applicable withholding taxes (the “Offer Price” or the “Merger Consideration”).

     On June 14, 2011, Parent announced the completion of the Offer which expired at 8:00 a.m., New York City time, on June 14, 2011. According to Computershare Trust Company, N.A., the depositary for the Offer, as of the Offer expiration, a total of approximately 188,388,837 Shares (including 16,672,951 Shares subject to guaranteed delivery procedures) were validly tendered and not

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properly withdrawn, representing approximately 92.3% of the Shares then outstanding on a non-fully diluted basis and approximately 89.5% Shares on a fully diluted basis (as determined pursuant to the Merger Agreement). On June 14, 2011, Parent announced that Merger Sub had accepted for payment in accordance with the terms of the Offer all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer.

     Also on June 14, 2011, pursuant to the terms of the Merger Agreement, Merger Sub exercised its top-up option (the “Top-Up Option”) to purchase directly from the Company an aggregate number of additional shares of Common Stock that, when added to the number of Shares already owned immediately prior to the exercise of such option (which for these purposes does not include Shares that were tendered subject to guaranteed delivery procedures), results in Merger Sub, Parent and Parent’s wholly owned subsidiaries owning one Share more than 90% of the then outstanding Shares. Pursuant to the exercise of the Top-Up Option, Merger Sub purchased directly from the Company a total of 120,441,395 newly issued shares of Common Stock (the “Top-Up Option Shares”) at the Offer Price. Such Top-Up Option Shares, combined with the Shares already owned by Merger Sub, Parent and Parent’s wholly owned subsidiaries, represented one Share more than 90% of the then outstanding Shares. Merger Sub paid the purchase price for the Top-Up Option Shares in cash in the amount of $1,204,413.95 and the remainder by delivery of a promissory note.

     Following the exercise of the Top-Up Option, Merger Sub effected a “short form” merger under Delaware law of Merger Sub with and into the Company, as further described below, without the need for a meeting of the Company’s stockholders.

     Effective as of 12:01 a.m., New York City time, on June 15, 2011, Merger Sub was merged with and into the Company pursuant to the terms of the Merger Agreement, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent. At the effective time of the Merger, each remaining issued and outstanding Share not tendered in the Offer (other than any Shares held by Parent, the Company (in its treasury) or any of their wholly owned subsidiaries, including Merger Sub) was converted into the right to (a) receive the Merger Consideration or (b) seek appraisal of such Shares under Delaware law.

     On June 15, 2011, in connection with the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of its intent to remove its Common Stock from listing on the NYSE and requested that the NYSE file a delisting application with the Securities and Exchange Commission (“SEC”) to delist and deregister its common stock. On June 16, 2011, the NYSE filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the Common Stock. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Common Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.02 Unregistered Sales of Equity Securities.

     The disclosure under Item 3.01 is incorporated herein by reference. The Top-Up Option Shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act for transactions not involving a public offering.

Item 3.03 Material Modification to Rights of Security Holders.

     At the effective time of the Merger, each remaining issued and outstanding Share not tendered in the Offer (other than any Shares held by Parent, the Company (in its treasury), or any of their wholly owned subsidiaries, including Merger Sub) was converted into the right to (i) receive the Merger Consideration or (ii) seek appraisal of such Shares under Delaware law.

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     On June 14, 2011, in connection with the Merger, the Company provided notice of redemption to the holders of the Company’s outstanding 9.125% Senior Secured Second-Priority Notes due 2018 (the “2018 Notes”), and deposited with the trustee of the 2018 Notes, sufficient funds to pay those holders the redemption price and all accrued and unpaid interest with respect to the 2018 Notes (the “2018 Notes Deposited Funds”). Upon receipt of the 2018 Notes Deposited Funds, the trustee issued an acknowledgement that all of the Company’s obligations pursuant to the indenture governing the 2018 Notes were satisfied and discharged.

     The disclosure under Item 1.01 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

     The disclosure under Item 3.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Pursuant to the terms of the Merger Agreement, and effective as of the effective time of the Merger, all of the members of the board of directors of the Company immediately prior to the effective time of the Merger resigned as directors of the Company and the members of the board of directors of Merger Sub, John W. Eaves, Steven F. Leer and Robert G. Jones, became the members of the board of directors of the Company. Accordingly, each of the following directors resigned as directors: Bennett K. Hatfield, Wilbur L. Ross, Jr., Maurice E. Carino, Jr., Cynthia B. Bezik, William J. Catacosinos, Stanley N. Gaines, Samuel A. Mitchell and Wendy L. Teramoto. Each such director resigned pursuant to the terms of the Merger Agreement and not because of any disagreement with the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

     Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation was amended and restated in its entirety as set forth in Exhibit A to the Merger Agreement. A copy of the Company’s certificate of incorporation, as amended and restated in connection with the Merger, is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s bylaws were amended and restated in their entirety and the bylaws of Merger Sub immediately prior to the effective time of the Merger became the bylaws of the Company. A copy of the Company’s bylaws, as amended and restated in connection with the Merger, is included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
3.1	Third Amended and Restated Certificate of Incorporation of International Coal Group, Inc.*
3.2	Fourth Amended and Restated Bylaws of International Coal Group, Inc.*
4.1	Indenture, dated as of March 16, 2010, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to International Coal Group, Inc.’s Current Report on Form 8-K filed on March 16, 2010).
4.2	First Supplemental Indenture, dated as of March 16, 2010, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A, relating to International Coal Group, Inc.’s 4.00% Convertible Senior Notes due 2017 (incorporated by reference to Exhibit 4.2 to International Coal Group, Inc.’s Current Report on Form 8-K filed on March 16, 2010).
4.3	Third Supplemental Indenture, dated as of June 15, 2011, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A, relating to International Coal Group, Inc.’s 4.00% Convertible Senior Notes due 2017.*
4.4	Indenture, dated as of July 31, 2007, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Trust Company, N.A., as Trustee, relating to International Coal Group, Inc.’s 9.00% Convertible Senior Notes due 2012 (incorporated by reference to Exhibit 4.1 to International Coal Group, Inc.’s Current Report on Form 8-K filed on July 31, 2007).
4.5	First Supplemental Indenture, dated December 3, 2009, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to International Coal Group, Inc.’s 9.00% Convertible Senior Notes due 2012 (incorporated by reference to Exhibit 4.13 to International Coal Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on January 29, 2010).
4.6	Second Supplemental Indenture, dated as of June 15, 2011, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to International Coal Group, Inc.’s 9.00% Convertible Senior Notes due 2012.*

* Filed herewith.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTERNATIONAL COAL GROUP, INC.
By:	/s/ Jon S. Ploetz
	Name:	Jon S. Ploetz
	Title:	Secretary

Date: June 17, 2011

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Third Amended and Restated Certificate of Incorporation of International Coal Group, Inc.*
3.2	Fourth Amended and Restated Bylaws of International Coal Group, Inc.*
4.1	Indenture, dated as of March 16, 2010, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to International Coal Group, Inc.’s Current Report on Form 8-K filed on March 16, 2010).
4.2	First Supplemental Indenture, dated as of March 16, 2010, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A, relating to International Coal Group, Inc.’s 4.00% Convertible Senior Notes due 2017 (incorporated by reference to Exhibit 4.2 to International Coal Group, Inc.’s Current Report on Form 8-K filed on March 16, 2010).
4.3	Third Supplemental Indenture, dated as of June 15, 2011, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A, relating to International Coal Group, Inc.’s 4.00% Convertible Senior Notes due 2017.*
4.4	Indenture, dated as of July 31, 2007, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Trust Company, N.A., as Trustee, relating to International Coal Group, Inc.’s 9.00% Convertible Senior Notes due 2012 (incorporated by reference to Exhibit 4.1 to International Coal Group, Inc.’s Current Report on Form 8-K filed on July 31, 2007).
4.5	First Supplemental Indenture, dated December 3, 2009, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to International Coal Group, Inc.’s 9.00% Convertible Senior Notes due 2012 (incorporated by reference to Exhibit 4.13 to International Coal Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on January 29, 2010).
4.6	Second Supplemental Indenture, dated as of June 15, 2011, among International Coal Group, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to International Coal Group, Inc.’s 9.00% Convertible Senior Notes due 2012.*

* Filed herewith.

EX-3.1

Exhibit 3.1

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL COAL GROUP, INC.

     FIRST. The name of the Corporation is International Coal Group, Inc. (the “Corporation”).

     SECOND. The registered agent and registered office of the Corporation is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.

     FOURTH. The total number of shares of stock which the Corporation is authorized to issue is ten thousand (10,000) shares of common stock, par value $0.01 per share, and ten thousand (10,000) shares of preferred stock, par value $0.01 per share.

     FIFTH. The board of directors of the Corporation is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation. Unless and to the extent the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written consent.

     SIXTH. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

     SEVENTH. (a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered

Person. Notwithstanding the preceding sentence, except as otherwise provided in paragraph (c) of this Article Seventh, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the Corporation.

     (b) The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article Seventh or otherwise.

     (c) If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Article Seventh is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

     (d) The rights conferred on any Covered Person by this Article Seventh shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

     (e) The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

     (f) Any repeal or modification of the foregoing provisions of this Article Seventh shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

     (g) This Article Seventh shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

[Remainder of Page Intentionally Left Blank.]

EX-3.2

Exhibit 3.2

INTERNATIONAL COAL GROUP, INC.

FOURTH AMENDED AND RESTATED BYLAWS

ARTICLE I

Meetings of Stockholders

          Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

          Section 1.2. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, but such special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

          Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

          Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.4 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a

majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

          Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

          Section 1.7. Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless otherwise provided by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

          Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (2) in the case of determination of stockholders entitled to

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express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          Section 1.9. List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the corporation. The list of stockholders must also be open to examination at the meeting as required by applicable law. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.9 or to vote in person or by proxy at any meeting of stockholders.

          Section 1.10. Action By Written Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if

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the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

          Section 1.11. Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

          Section 1.12. Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person

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should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE II

Board of Directors

          Section 2.1. Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

          Section 2.2. Election; Resignation; Vacancies. The Board of Directors shall initially consist of the persons named as directors in the certificate of incorporation or elected by the incorporator of the corporation, and each director so elected shall hold office until the first annual meeting of stockholders or until his or her successor is duly elected and qualified. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one (1) year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the corporation. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified.

          Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.

          Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four (24) hours before the special meeting.

          Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to these bylaws shall constitute presence in person at such meeting.

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          Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

          Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in his or her absence by the President, or in their absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

          Section 2.8. Action by Unanimous Consent of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with applicable law.

ARTICLE III

Committees

          Section 3.1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

          Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.

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ARTICLE IV

Officers

          Section 4.1. Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a President and Secretary, and it may, if it so determines, choose a Chairperson of the Board and a Vice Chairperson of the Board from among its members. The Board of Directors may also choose one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as it shall from time to time deem necessary or desirable. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

          Section 4.2. Powers and Duties of Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties.

          Section 4.3. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.3 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the President or the Vice President.

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ARTICLE V

Stock

          Section 5.1. Certificates. The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by the Chairperson or Vice Chairperson of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by such holder in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

          Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Miscellaneous

          Section 6.1. Fiscal Year. The fiscal year of the corporation shall be January 1 through December 31.

          Section 6.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

          Section 6.3. Manner of Notice. Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders given by the corporation under any provision of applicable law, the certificate of incorporation, or these bylaws shall be effective if given by a single written notice to

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stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice permitted under this Section 6.3, shall be deemed to have consented to receiving such single written notice. Notice to directors may be given by telecopier, telephone or other means of electronic transmission.

          Section 6.4. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in a waiver of notice.

          Section 6.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

          Section 6.6. Amendment of Bylaws. These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors as provided in the Certificate of Incorporation of the Corporation, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

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EX-4.3

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

[Signature Page to Third Supplemental Indenture]

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

[Signature Page to Third Supplemental Indenture]

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

[Signature Page to Third Supplemental Indenture]

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

[Signature Page to Third Supplemental Indenture]

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

[Signature Page to Third Supplemental Indenture]

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

[Signature Page to Third Supplemental Indenture]

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]

EX-4.6

Exhibit 4.6

     SECOND SUPPLEMENTAL INDENTURE (this “Second 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 July 31, 2007, as amended and supplemented by the First Supplemental Indenture, dated as of December 3, 2009 (as amended and supplemented, the “Indenture”), providing for the issuance of 9.00% Convertible Senior Notes due 2012 (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 10.11 of the 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, the Holder of each Security then outstanding shall have the right to convert such Security (if otherwise convertible pursuant to Article X) into the kind and amount of cash, securities or other property receivable in the Merger by a holder of a number of shares of Common Stock equal to a fraction whose denominator is one thousand (1,000) and whose numerator is the product of the principal amount of such Security and the Conversion Rate in effect immediately prior to the Merger;

     WHEREAS, Section 9.01(iv) of the Indenture provides that the Company, with the consent of the Trustee, 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 as required by the 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 Second Supplemental Indenture and (ii) the Officers’ Certificate and the Opinion of Counsel described in Section 9.06 of the Indenture; and

     WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this Second Supplemental Indenture and to make this Second 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 Second 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 Second 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 Second 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 Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

2

     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 Second 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 Second Supplemental Indenture or the proper authorization or the due execution hereof by the Company or the Guarantors.

[Signature Pages Follow]

3

     IN WITNESS WHEREOF, the parties hereto have caused this Second 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

[Signature Page to Second Supplemental Indenture]

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

[Signature Page to Second Supplemental Indenture]

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

[Signature Page to Second Supplemental Indenture]

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

[Signature Page to Second Supplemental Indenture]

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

[Signature Page to Second Supplemental Indenture]

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

[Signature Page to Second Supplemental Indenture]

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 Second Supplemental Indenture]