Exhibit 4.1

EXECUTION VERSION

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INTERNATIONAL COAL GROUP, INC.,

EACH OF THE GUARANTORS PARTY HERETO

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee

 

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INDENTURE

Dated as of July 31, 2007

 

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$195,000,000 Principal Amount

9.00% CONVERTIBLE SENIOR NOTES DUE 2012

 

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TABLE OF CONTENTS

 

I. DEFINITIONS AND INCORPORATION BY REFERENCE				1
1.01		Definitions		1
1.02		Other Definitions		7
1.03		Incorporation by Reference of Trust Indenture Act		8
1.04		Rules of Construction		8
II. THE SECURITIES				9
2.01		Form and Dating		9
2.02		Execution and Authentication of Securities		10
2.03		Registrar, Paying Agent and Conversion Agent		10
2.04		Paying Agent to Hold Money in Trust		11
2.05		Securityholder Lists		11
2.06		Transfer and Exchange		11
2.07		Replacement Securities		12
2.08		Outstanding Securities		12
2.09		Securities Held by the Company or an Affiliate		13
2.10		Temporary Securities		13
2.11		Purchase and Cancellation		13
2.12		Interest Payment and Record Dates		14
2.13		Defaulted Interest		14
2.14		CUSIP Numbers		14
2.15		Deposit of Moneys		15
2.16		Book-Entry Provisions for Global Securities		15
2.17		Special Transfer Provisions		16
2.18		Restrictive Legends		17
2.19		Ranking		17
2.20		Additional Securities		17
III. REDEMPTION AND REPURCHASE				18
3.01		No Right of Redemption		18
3.02		Repurchase at Option of Holder Upon a Fundamental Change		18
IV. COVENANTS				24
4.01		Payment of Securities		24
4.02		Maintenance of Office or Agency		24
4.03		Rule 144A Information and Annual Reports		25
4.04		Compliance Certificate		26
4.05		Stay, Extension and Usury Laws		26
4.06		Corporate Existence		26
4.07		Notice of Default		26

 

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		4.08		Further Instruments and Acts		26
		4.09		Additional Note Guarantees		27
V. SUCCESSORS						27
		5.01		When Company May Merge, Etc.		27
		5.02		Successor Substituted		28
VI. DEFAULTS AND REMEDIES						28
		6.01		Events of Default		28
		6.02		Acceleration		30
		6.03		Other Remedies		31
		6.04		Waiver of Past Defaults		32
		6.05		Control by Majority		32
		6.06		Limitation on Suits		32
		6.07		Rights of Holders to Receive Payment		33
		6.08		Collection Suit by Trustee		33
		6.09		Trustee May File Proofs of Claim		33
		6.10		Priorities		34
		6.11		Undertaking for Costs		34
VII. TRUSTEE						34
		7.01		Duties of Trustee		34
		7.02		Rights of Trustee		35
		7.03		Individual Rights of Trustee		37
		7.04		Trustee’s Disclaimer		37
		7.05		Notice of Defaults		37
		7.06		Reports by Trustee to Holders		38
		7.07		Compensation and Indemnity		38
		7.08		Replacement of Trustee		39
		7.09		Successor Trustee by Merger, Etc.		39
		7.10		Eligibility; Disqualification		40
		7.11		Preferential Collection of Claims Against Company		40
VIII. DISCHARGE OF INDENTURE						40
		8.01		Termination of the Obligations of the Company		40
		8.02		Application of Trust Money		41
		8.03		Repayment to Company		41
		8.04		Reinstatement		41
IX. AMENDMENTS						41
		9.01		Without Consent of Holders		41
		9.02		With Consent of Holders		42
		9.03		Compliance with Trust Indenture Act		43

 

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		9.04				Revocation and Effect of Consents		43
		9.05				Notation on or Exchange of Securities		44
		9.06				Trustee Protected		44
X. CONVERSION								44
		10.01				Conversion Privilege; Restrictive Legends		44
		10.02				Conversion Procedure and Payment Upon Conversion		47
		10.03				Taxes on Conversion		50
		10.04				Company to Provide Stock		50
		10.05				Adjustment of Conversion Rate		50
		10.06				No Adjustment		54
		10.07				Other Adjustments		55
		10.08				Adjustments for Tax Purposes		56
		10.09				Notice of Adjustment		56
		10.10				Notice of Certain Transactions		56
		10.11				Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on Conversion Privilege		56
		10.12				Trustee’s Disclaimer		58
		10.13				Rights Distributions Pursuant to Stockholders’ Rights Plans		59
		10.14				Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection With Make-Whole Fundamental     Changes		59
		10.15				Adjustment to the Conversion Rate on August 1, 2008		62
XI. NOTE GUARANTEES								62
		11.01				Note Guarantee		62
		11.02				Limitation on Guarantor Liability		64
		11.03				Execution and Delivery of Note Guarantee		64
		11.04				Releases		64
XII. MISCELLANEOUS								65
		12.01				Trust Indenture Act Controls		65
		12.02				Notices		65
		12.03				Communication By Holders With Other Holders		67
		12.04				Certificate and Opinion as to Conditions Precedent		67
		12.05				Statements Required in Certificate or Opinion		67
		12.06				Rules by Trustee and Agents		67
		12.07				Legal Holidays		68
		12.08				Duplicate Originals		68
		12.09				Governing Law		68
		12.10				No Adverse Interpretation of Other Agreements		68
		12.11				Successors		68
		12.12				Separability		68
		12.13				Table of Contents, Headings, Etc.		69
		12.14				Calculations in Respect of the Securities		69
		12.15				No Personal Liability of Directors, Officers, Employees or Stockholders		69

 

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Exhibit A		-		Form of Global Security
Exhibit B-1		-		Form of Private Placement Legend
Exhibit B-2		-		Form of Legend for Global Security
Exhibit C		-		Form of Note Guarantee
Exhibit D		-		Form of Supplemental Indenture for New Guarantors

 

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INDENTURE

This INDENTURE (the “Indenture”), dated as of July 31, 2007, between International Coal Group, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein), and The Bank of New York Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s 9.00% Convertible Senior Notes due 2012 (the “Securities”).

I. DEFINITIONS AND INCORPORATION BY REFERENCE

1.01 DEFINITIONS.

“Additional Interest” has the meaning ascribed to it in the Registration Rights Agreement.

“Affiliate” means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. For this purpose, “control” shall mean the power to direct the management and policies of a person through the ownership of securities, by contract or otherwise.

“Asset Sale Make-Whole Fundamental Change” means a sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act.

“Bid Solicitation Agent” means a Company-appointed agent that solicits Trading Price bids as set forth in Section 10.01(A)(ii) hereof and the comparable provision in paragraph 8 of the Securities.

“Board of Directors” means the Board of Directors of the Company or any committee thereof authorized to act for it hereunder.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity that is not a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

 

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(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Percentage” shall have the meaning specified in Section 10.02(H).

“Cash Percentage Notice” shall have the meaning specified in Section 10.02(H).

“Closing Sale Price” means the price of a share of Common Stock on the relevant date, determined (a) on the basis of the closing sale price per share of Common Stock (or, if no closing sale price per share of Common Stock is reported, the average of the bid and ask prices per share of Common Stock or, if more than one in either case, the average of the average bid and the average ask prices per share of Common Stock) on such date on the U.S. principal national securities exchange on which the Common Stock is listed; or (b) if the Common Stock is not listed on a U.S. national securities exchange, as reported by any United States system of automated dissemination of quotations of securities prices or an established over-the-counter trading market in the United States; provided that the Closing Sale Price will be determined without regard to after-hours trading or extended market making; provided further, that, in the absence of the foregoing, the Board of Directors will determine the Closing Sale Price on such basis as it considers appropriate.

“Common Stock” means the common stock, $0.01 par value, of the Company, or such other Capital Stock of the Company into which the Company’s common stock is reclassified or changed.

“Company” means the party named as such above until a successor replaces it pursuant to the applicable provision hereof and thereafter means the successor. The foregoing sentence shall likewise apply to any such successor or subsequent successor.

“Company Order” or “Company Request” means a written request or order signed on behalf of the Company by any Officer and delivered to the Trustee.

“Conversion Price” means, as of any date of determination, the dollar amount derived by dividing one thousand dollars ($1,000) by the Conversion Rate in effect on such date.

“Conversion Rate” shall initially be 163.8136 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustment as provided in Article X.

“Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of June 23, 2006, by and among ICG, LLC, as borrower, the guarantors party thereto, the lenders party thereto, J.P. Morgan Securities Inc. and UBS Securities LLC, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A. and CIT Capital Securities LLC, as co-syndication agents, Bank of America, N.A. and Wachovia Bank, N.A. as co-documentation agents, JPMorgan Chase Bank, N.A. as an issuing bank, UBS Loan Finance

 

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LLC, as swingline lender, and UBS AG, Stamford Branch, as an issuing bank, administrative agent and collateral agent (as amended by the First Amendment, dated as of January 31, 2007 and the Second Amendment and Limited Waiver effective as July 31, 2007).

“Default” means any event that is, or after the giving of notice or passage of time or both would be, an Event of Default.

“Depositary” means The Depository Trust Company, its nominees and successors.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantors” means: (1) ICG, LLC, ICG, Inc., ICG Natural Resources, LLC, ICG ADDCAR Systems, LLC, ICG East Kentucky, LLC, ICG Illinois, LLC, ICG Eastern, LLC, ICG Eastern Land, LLC, ICG Hazard, LLC, ICG Hazard Land, LLC, ICG Knott County, LLC, ICG Tygart Valley, LLC, ICG Beckley, LLC, CoalQuest Development LLC, Anker Coal Group, Inc., Anker Group, Inc., Hunter Ridge Coal Company, Anker Power Services, Inc., White Wolf Energy, Inc., Bronco Mining Company, Inc., Hawthorne Coal Company, Inc., Juliana Mining Company, Inc., Marine Coal Sales Company, Wolf Run Mining Company, Heather Glen Resources, Inc., Upshur Property, Inc., Vantrans, Inc., King Knob Coal Co., Inc., Vindex Energy Corporation, New Allegheny Land Holding Company, Inc., Patriot Mining Company, Inc., Melrose Coal Company, Inc. and Simba Group, Inc.; and (2) any other Material Subsidiary of the Company or a Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“Holder” or “Securityholder” means a person in whose name a Security is registered on the Registrar’s books.

“Indebtedness” of a person means the principal of, premium, if any, and interest on, and all other obligations in respect of (a) all indebtedness of such person for borrowed money (including all indebtedness evidenced by notes, bonds, debentures or other securities), (b) all obligations (other than trade payables) incurred by such person in the acquisition (whether by way of purchase, merger, consolidation or otherwise and whether by such person or another person) of any business, real property or other assets, (c) all reimbursement obligations of such person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such person, (d) all capital lease obligations of such person, (e) all net obligations of such person under interest rate swap, currency exchange or similar agreements of such person, (f) all obligations and other liabilities, contingent or otherwise, under any lease or related

 

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document, including a purchase agreement, conditional sale or other title retention agreement, in connection with the lease of real property or improvements thereon (or any personal property included as part of any such lease) which provides that such person is contractually obligated to purchase or cause a third party to purchase the leased property or pay an agreed-upon residual value of the leased property, including such person’s obligations under such lease or related document to purchase or cause a third party to purchase such leased property or pay an agreed-upon residual value of the leased property to the lessor, (g) guarantees by such person of indebtedness described in clauses (a) through (f) of another person, and (h) all renewals, extensions, refundings, deferrals, restructurings, amendments and modifications of any indebtedness, obligation, guarantee or liability of the kind described in clauses (a) through (g).

“Indenture” means this Indenture as amended or supplemented from time to time.

“Initial Purchaser” means UBS Securities LLC.

“Issue Date” means July 31, 2007.

“Make-Whole Fundamental Change” means an Asset Sale Make-Whole Fundamental Change, an Acquisition of Voting Control, or a Merger Make-Whole Fundamental Change.

“Market Disruption Event” means either (i) a failure by the primary United States national securities exchange or market on which the Common Stock is listed or admitted to trading to open for trading during its regular trading session; or (ii) the occurrence or existence prior to 1:00 p.m. on any Trading Day for the Common Stock for an aggregate of at least thirty (30) minutes of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

“Material Subsidiary” means any of the Company’s domestic Subsidiaries that (1) would be a Significant Subsidiary, as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, except that all references to “10 percent” in such definition shall be replaced with “5.0 percent” or (2) guarantee indebtedness under the Credit Agreement.

“Maturity Date” means August 1, 2012.

“Note Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating officer, the Chief Financial Officer, any Vice President, the Treasurer any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Company.

“Offering Memorandum” means the Company’s Final Offering Memorandum dated July 25, 2007.

“Officer’s Certificate” means a certificate signed by one Officer of the Company.

 

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“Opinion of Counsel” means a written opinion from legal counsel who may be an employee of or counsel for the Company, or other counsel reasonably acceptable to the Trustee.

“Option” means the Initial Purchaser’s option to acquire up to $30,000,000 aggregate principal amount of additional Securities (“Additional Securities”) as provided for in the Purchase Agreement.

“Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.

“Principal Return” means the amount of cash that is due upon conversion pursuant to Article X.

“Purchase Agreement” means that Purchase Agreement, dated July 25, 2007, by and among the Company, the Guarantors and the Initial Purchaser.

“Purchase Notice” means a Purchase Notice in the form set forth in the Securities.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the date hereof among the Company, the Guarantors and the Initial Purchaser.

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Security” means a Security that constitutes a “restricted security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Security constitutes a Restricted Security.

“Rule 144A” means Rule 144A under the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities” means the 9.00% Convertible Senior Notes due 2012 issued by the Company pursuant to the Indenture.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC thereunder.

“Securities Agent” means any Registrar, Paying Agent, Conversion Agent, Bid Solicitation Agent or co-Registrar or co-agent.

“Significant Subsidiary” with respect to any person means any subsidiary of such person that constitutes a “significant subsidiary” within the meaning of Article 1, Rule 1-02 of Regulation S-X under the Securities Act, as such regulation is in effect on the date of the Indenture.

 

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“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as amended and in effect from time to time.

“Trading Day” means any day during which all of the following conditions are satisfied: (i) trading in the Common Stock generally occurs and (ii) there is no Market Disruption Event.

“Trading Price” means, on any date, the average of the secondary market bid quotations for the Securities obtained by the Bid Solicitation Agent on behalf of the Trustee for five million dollars ($5,000,000) principal amount of Securities at approximately 3:30 p.m., New York City time, on such date, from two (2) independent, nationally recognized securities dealers selected by the Company; provided, that if the Bid Solicitation Agent on behalf of the Trustee can reasonably obtain only one (1) such bid, then such bid shall instead be used; provided further, that if, on a given date, the Bid Solicitation Agent on behalf of the Trustee cannot reasonably obtain at least one (1) such bid, or if, in the reasonable, good faith judgment of the Board of Directors, which judgment shall be described in a Board Resolution, the bid quotation or quotations so obtained by the Bid Solicitation Agent on behalf of the Trustee are not indicative of the secondary market value of the Securities, then, in each case, the Trading Price per $1,000 principal amount of Securities on such date shall be deemed to be equal to 97% of the product of (I) the Conversion Rate in effect on such date and (II) the Closing Sale Price on such date.

“Trustee” means The Bank of New York Trust Company, N.A. until a successor replaces it in accordance with the provisions hereof and thereafter means the successor.

“Voting Stock” of any Person means the total voting power of all classes of the Capital Stock of such Person entitled to vote generally in the election of directors of such Person.

 

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1.02 OTHER DEFINITIONS.

 

Term		Defined in Section
“Acquisition of Voting Control”		3.02
“Additional Securities”		1.01
“Aggregate Amount”		10.05
“Applicable Price”		10.14
“Bankruptcy Law”		6.01
“Business Day”		12.07
“Cash Settlement Averaging Period”		10.02
“Change in Control”		3.02
“Collective Election”		10.11
“Conversion Agent”		2.03
“Conversion Date”		10.02
“Conversion Value”		10.01
“Custodian”		6.01
“Daily Conversion Value”		10.02
“Daily Principal Return”		10.02
“Daily Settlement Amount”		10.02
“Daily Share Amount”		10.02
“Effective Date”		10.14
“Event of Default”		6.01
“Ex Date”		10.05
“Expiration Date”		10.05
“Expiration Time”		10.05
“Extension Period”		10.01
“Floor Price”		10.15
“Fundamental Change”		3.02
“Fundamental Change Notice”		3.02
“Fundamental Change Repurchase Date”		3.02
“Fundamental Change Repurchase Price”		3.02
“Fundamental Change Repurchase Right”		3.02
“Global Security”		2.01
“Legal Holiday”		12.07
“Listed Stock Business Combination”		3.02
“Make-Whole Applicable Increase”		10.14
“Make-Whole Conversion Period”		10.14
“Make-Whole Consideration”		10.14
“Merger Make-Whole Fundamental Change”		3.02
“Notice of Default”		6.01
“Note Measurement Period”		10.01
“Participants”		2.13
“Paying Agent”		2.03
“Physical Securities”		2.01
“Private Placement Legend”		2.18
“Purchased Shares”		10.05

 

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“Reference Property”		10.11
“Registrar”		2.03
“Repurchase Upon Fundamental Change”		3.01
“Resale Restriction Termination Date”		2.18
“Rights”