FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDMENT, dated as of September 28, 2009 (this “ Fourth Amendment ”), is by and among International Coal Group, Inc., a Delaware corporation (“ Holdings ”), ICG, LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Holdings (“ Borrower ”), UBS AG, Stamford Branch, as administrative agent (the “ Administrative Agent ”) and the Lenders (as defined below) party hereto, and is with respect to the Second Amended and Restated Credit Agreement, dated as of June 23, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Holdings, Borrower, the Guarantors party thereto, the lenders party thereto (the “ Lenders ”), J.P. Morgan Securities Inc. and UBS Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A. and CIT Capital USA Inc., as Co-Syndication Agents, Bank of America, N.A. and Wachovia Bank, N.A., as Co-Documentation Agents, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Issuing Banks, UBS Loan Finance LLC, as Swingline Lender, and UBS AG, Stamford Branch, as Issuing Bank, Administrative Agent and Collateral Agent, as amended by the First Amendment, dated as of January 31, 2007, the Second Amendment, dated as of July 31, 2007 and the Third Amendment and Limited Waiver, dated as of February 20, 2009.  Capitalized terms used but not defined in this Fourth Amendment have the meanings given to such terms in the Credit Agreement.

WHEREAS, Borrower wishes to make certain amendments to the Credit Agreement, as more particularly described in Article I of this Fourth Amendment; and

WHEREAS, the Lenders party hereto are willing to grant such waiver and to agree to such amendments on the terms and subject to the conditions contained herein.

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Section 1.01   Amendments Related to Defined Terms .   The following defined terms are added to Section 1.01 of the Credit Agreement in their proper alphabetical order:

 ““ Fourth Amendment ” shall mean the Fourth Amendment to this Agreement, dated as of September 28, 2009.”

““ Fourth Amendment Effective Date ” shall mean the date on which of each of the conditions set forth in Article II of the Fourth Amendment has been either satisfied or waived.”

Section 1.02   Amendments Related to Financial Covenants .

(a)   Sections 6.10(a) and (b) of the Credit Agreement are deleted in their entirety and replaced with the following:

“(a)            Maximum Leverage Ratio .  Permit the Leverage Ratio, at any date during any period set forth in the table below, to exceed the ratio set forth opposite such period in the table below:

(b)            Minimum Interest Coverage Ratio .  Permit the Consolidated Interest Coverage Ratio, at the last day of any period set forth in the table below, to exceed the ratio set forth opposite such period in the table below:

”

(b)   The table and the proviso following the table in Section 6.10(d) of the Credit Agreement are deleted in their entirety and replaced with the following:

“

; provided, however , that, with respect to fiscal year 2009, the aggregate amount of Capital Expenditures made in each of the following fiscal periods in such fiscal year shall not exceed (i) $32.5 million in the fiscal quarter ending on March 31, 2009, (ii) without duplication, $57.5 million in the aggregate in the two consecutive fiscal quarters ending on June 30, 2009, (iii) without duplication, $82.5 million in the aggregate in the three consecutive fiscal quarters ending on September 30, 2009 and (iv) without duplication, $100.0 million in the aggregate in such fiscal year; provided , further , however , that (x) if the aggregate amount of Capital Expenditures made in any fiscal year shall be less than the maximum amount of Capital Expenditures permitted under this Section 6.10(d) for such fiscal year (before giving effect to any carryover), then an amount of such shortfall not exceeding 50% of such maximum amount (without giving effect to clause (z) below) may be added to the amount of Capital Expenditures permitted under this Section 6.10(d) for the immediately succeeding (but not any other) fiscal year, (y) in determining whether any amount is available for carryover, the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (in respect of any carryover from a prior year) and (z) the amount set forth in the table above for any period may be increased by an amount equal to (1) 50% of (2) the amount of (I) any Indebtedness incurred under Section 6.01(n) and/or Section 6.01(o) which a Responsible Officer of the Borrower has certified to the Administrative Agent will be used prior to the Revolving Maturity Date to finance Capital Expenditures and (II) any Equity Interests issued under Section 6.13 which a Responsible Officer of the Borrower has certified to the Administrative Agent will be used prior to the Revolving Maturity Date to finance Capital Expenditures, so long as the aggregate increase in Capital Expenditures permitted by this proviso since the First Amendment Effective Date does not exceed $250.0 million.”

(c)   Section 6.10(e) of the Credit Agreement is deleted in its entirety and replaced with the following:

“(e)            Minimum Liquidity .  Permit the aggregate amount of the Loan Parties’ and their Subsidiaries’ Minimum Liquidity, at the last day of each calendar month in any period set forth in the table below, to be less than the amount set forth opposite such period in the table below or fail to deliver a Minimum Liquidity Certificate as required pursuant to Section 5.01(j) :

”

Section 1.03   Amendments Related to Applicable Margins . The table entitled “ Applicable Margin for Revolving Loans, Swingline Loans and LC Participation Fee ” (including the footnotes thereto) in Annex I of the Credit Agreement is deleted in its entirety and replaced with the following (including the footnotes thereto):

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