THIRD AMENDMENT AND LIMITED WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT AND LIMITED WAIVER, dated as of February 20, 2009 (this “ Third 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, and the Second Amendment, dated as of July 31, 2007.  Capitalized terms used but not defined in this Third Amendment have the meanings given to such terms in the Credit Agreement.

WHEREAS, Borrower has informed the Lenders that, with respect to the limited corporate and Real Property related matters set forth in Part I of Schedule I hereto, it has not complied with the requirements of Sections 5.12 and 5.14 within the time periods specified in the Credit Agreement;

WHEREAS, Borrower has requested that the Lenders waive the Specified Defaults (as defined below) as provided for herein;

WHEREAS, Borrower wishes to make certain amendments to the Credit Agreement, as more particularly described in Article II of this Third 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   Limited Waiver .

  Subject to the terms and conditions of this Third Amendment, the Lenders hereby waive each of the Defaults or Events of Default set forth in Part I of Schedule I hereto (each, a “ Specified Default ” and, collectively, the “ Specified Defaults ”).

      Section 1.02   Limitation of Waiver .

   Without limiting the generality of the provisions of Section 11.02 of the Credit Agreement, the waiver set forth above shall be limited precisely as written and relate solely to the waiver of the provisions of the Credit Agreement in the manner and to the extent described above, and nothing in this Article I shall be deemed to:

(a)   constitute a waiver of compliance by any Loan Party with respect to any other term, provision or condition of any Loan Document or any other instrument or agreement referred to therein; or

(b)   prejudice any right or remedy that any Agent or Lender may now have or may have in the future under or in connection with the Credit Agreement, any other Loan Document or any other instrument or agreement referred to therein.

Section 2.01 Amendments Related to Table of Contents .

A reference to the following new Exhibit R is added to the Table of Contents of the Credit Agreement immediately after Exhibit P :

Section 2.02   Amendments Related to Defined Terms .   The following defined terms are added to Section 1.01 of the Credit Agreement in their proper alphabetical order:

““ Collateral Audit ” shall have the meaning assigned to such term in Section 5.14(b) .”

““ Minimum Liquidity ” shall mean, with respect to Holdings and its consolidated Subsidiaries and as of any date of determination, the sum of (i) available cash on the consolidated balance sheet of Holdings and its consolidated Subsidiaries, determined in accordance with GAAP, as of such date and (ii) to the extent the conditions set forth in Section 4.02 would be satisfied as of such date, the available yet unutilized portion of the Revolving Commitments.”

““ Minimum Liquidity Certificate ” shall mean a certificate of a Financial Officer of Borrower substantially in the form of Exhibit R .”

““ Mortgage Modifications ” shall have the meaning assigned to such term in Section 5.16(a) .”

““ Second Amendment ” shall mean the Second Amendment to this Agreement, dated as of July 31, 2007.”

““ Third Amendment ” shall mean the Third Amendment and Limited Waiver to this Agreement, dated as of February 20, 2009.”

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

         Section 2.03 Amendments Related to Reporting Requirements .

       (a)   The word “and” after the “;” in Section 5.01(h) is deleted.

(b)   The “.” at the end of Section 5.01(i) is deleted and replaced with “; and”.

(c)   The following new Section 5.01(j) is inserted immediately after Section 5.01(i) :

“(j)            Monthly Reports .  As soon as available, and in any event within 5 days after the end of each fiscal month of each fiscal year of Borrower, beginning with the fiscal month ending on February 28, 2009, a Minimum Liquidity Certificate certifying to the Loan Parties’ compliance with Section 6.10(e) for the period specified therein.”

          Section 2.04   Amendments Related to Information Regarding Collateral .

  The following new Section 5.14(b) is inserted immediately after Section 5.14(a) :

“(b)           Each Loan Party shall take all steps reasonably requested by the Administrative Agent or its counsel to ensure that a standard audit of the Collateral for the Obligations (the “ Collateral Audit ”) is completed within 30 days after the Third Amendment Effective Date.  In furtherance of the foregoing, and without limiting the provisions of Section 11.03 , Borrower agrees to pay promptly all costs and expenses related to such Collateral Audit, including, without limitation, the fees and expenses of counsel to the Administrative Agent and the fees and expenses of any third-party search or filing services.”

       Section 2.05   Amendments Related to Limited Corporate and Real Property Related Matters .

“ SECTION 5.16    Certain Corporate and Real Property Related Matters .  Promptly (and in any event within 30 days after the Third Amendment Effective Date) deliver to the Administrative Agent and the Collateral Agent:

(a)           Evidence that, with respect to each Mortgaged Property of each Loan Party, each Company shall have made all modifications, registrations and filings, to the extent required by, and in accordance with, all Requirements of Law (the “ Mortgage Modifications ”) in order to maintain a perfected security interest in such Mortgaged Property;

(b)           Local counsel opinions regarding the enforceability of the Mortgage Modifications, in each case (i) dated the Third Amendment Effective Date, (ii) addressed to the Agents, the Issuing Banks and the Lenders and (iii) otherwise in form and substance reasonably acceptable to the Administrative Agent; and

(c)           Each of the documents set forth in Part II of Schedule I to the Third Amendment, in each case duly executed and, if applicable, filed by the applicable Loan Party or Company.”

       Section 2.06 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:

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(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)   The following new Section 6.10(e) is inserted immediately after Section 6.10(d) :

“(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) :

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