ex10-1.htm


    EXHIBIT
10.1

    
 

    EXECUTION
VERSION


    


    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.

     

    RECITALS

     

    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.

     

    AGREEMENT

     

    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:

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    ARTICLE
I.

     

    LIMITED
WAIVER

     

        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.

     

    


     

    ARTICLE
II.

     

    AMENDMENTS
TO CREDIT AGREEMENT

     

    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:

     

    “Exhibit
R                                Form
of Minimum Liquidity Certificate”

     

    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).”

     

    2

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ““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.

     

      The
following new Section
5.16 is inserted immediately after Section
5.15:

     

    “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;

     

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    (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:

     

    
      	
              Period

            	
              Leverage Ratio

            
	
              March
      31, 2007 to December 31, 2007

            	
              8.75
      to 1.0

            
	
              January
      1, 2008 to March 31, 2008

            	
              8.50
      to 1.0

            
	
              April
      1, 2008 to June 30, 2008

            	
              7.50
      to 1.0

            
	
              July
      1, 2008 to September 30, 2008

            	
              6.25
      to 1.0

            
	
              October
      1, 2008 to December 31, 2008

            	
              5.50
      to 1.0

            
	
              January
      1, 2009 to March 31, 2009

            	
              4.50
      to 1.0

            
	
              April
      1, 2009 to June 30, 2009

            	
              4.25
      to 1.0

            
	
              July
      1, 2009 to September 30, 2009

            	
              3.75
      to 1.0

            
	
              October
      1, 2009 to December 31, 2009

            	
              3.25
      to 1.0

            
	
              January
      1, 2010 and thereafter

            	
              2.75
      to 1.0

            


    

    


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    (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:

     

    
      	
              Period

            	
              Interest Coverage Ratio

            
	
              March
      31, 2007 to June 30, 2008

            	
              1.25
      to 1.0

            
	
              July
      1, 2008 to September 30, 2008

            	
              1.75
      to 1.0

            
	
              October
      1, 2008 to December 31, 2008

            	
              2.00
      to 1.0

            
	
              January
      1, 2009 to March 31, 2009

            	
              2.00
      to 1.0

            
	
              April
      1, 2009 to June 30, 2009

            	
              2.00
      to 1.0

            
	
              July
      1, 2009 to September 30, 2009

            	
              2.25
      to 1.0

            
	
              October
      1, 2009 to December 31, 2009

            	
              2.75
      to 1.0

            
	
              January
      1, 2010 and thereafter

            	
              4.00
      to 1.0

            


    

    ”

     

    (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:

     

    “

    
      	
              Period

            	
              Amount (in millions)

            
	
              January
      1, 2007 to December 31, 2007

            	
              $180.0

            
	
              January
      1, 2008 to December 31, 2008

            	
              $180.0

            
	
              January
      1, 2009 to December 31, 2009

            	
              $100.0

            
	
              January
      1, 2010 to December 31, 2010

            	
              $200.0

            
	
              January
      1, 2011 to December 31, 2011

            	
              $100.0

            


    

    


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    ;
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):

     

    
      	
              Period

            	
              Amount (in millions)

            
	
              Third
      Amendment Effective Date to March 31, 2009

            	
              $25.0

            
	
              April
      1, 2009 to April 30, 2009

            	
              $20.0

            
	
              May
      1, 2009 to May 31, 2009

            	
              $22.5

            
	
              June
      1, 2009 to June 30, 2009

            	
              $30.0

            
	
              July
      1, 2009 to July 31, 2009

            	
              $22.5

            
	
              August
      1, 2009 to August 31, 2009

            	
              $27.5

            
	
              September
      1, 2009 to October 31, 2009

            	
              $35.0

            
	
              November
      1, 2009 to December 31, 2009

            	
              $40.0

            


    

    ”

     

    6

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


           
Section 2.07
Amendments Related to
Applicable Margins.

     

    (a)   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):

     

    “

    
      	 
      	
              
                Revolving
      Loans and Swingline Loans

                (and
      LC Participation Fee)

              

            
	
              
                Leverage
      Ratio*

                 

              

            	
              
                Eurodollar

              

            	
              
                ABR

              

            
	
              Level I**

              ≥3.75:1.0

            	
              4.00%

            	
              3.00%

            
	
              Level II

              <3.75:1.0
      but

              ≥2.50:1.0

            	
              3.75%

            	
              2.75%

            
	
              Level III

              <2.50:1.0
      but

              >2.00:1.0

            	
              3.50%

            	
              2.50%

            
	
              Level IV

              <2.00:1.0

            	
              3.25%

            	
              2.25%

            


    

    ”

    


    
      	
              *

            	
              Note:  Neither
      (i) cash charges reducing Consolidated Net Income incurred (directly, or
      otherwise) in connection with the Sago Mine Incident and the Viper Mine
      Incident nor (ii) extraordinary, non-recurring cash charges for any
      twelve-month period following the twelve-month period in which the Sago
      Mine Incident and/or the Viper Mine Incident occurred are added to
      Consolidated EBITDA for the purposes of calculating the Leverage Ratio to
      determine the Applicable Margin and the Commitment Fee pursuant to this
      Annex I.

            
	
              **

            	
              Note:  As
      of the Third Amendment Effective Date, the Applicable Margin shall be set
      at Level I and shall be adjusted in accordance with the foregoing table,
      if applicable, starting October 1, 2009.

               

            


    

     

        Section 2.08
Amendments Related to
Exhibits.

     

      The Exhibits to the Credit Agreement are hereby
amended by adding a new Exhibit
R immediately after
Exhibit
P in the form attached
hereto as Exhibit
B.

     

    7

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    


    ARTICLE
III.

     

    CONDITIONS
TO EFFECTIVENESS

     

    Section
3.01 Conditions
to Limited Waiver and Amendments.   The
effectiveness of the limited waiver contained in Article I of this
Third Amendment and the amendments contained in Article II of this
Third Amendment is conditioned upon satisfaction of the following conditions
precedent (the date on which all such conditions precedent have been satisfied
being referred to herein as the “Third Amendment Effective
Date”).

     

    (a) Fees and
Expenses.

     

    (i) The
Arrangers and the Administrative Agent shall have received all Fees and other
amounts due and payable on or prior to the Third Amendment Effective Date,
including, to the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses (including the reasonable legal fees and expenses of
Latham & Watkins LLP, special counsel to the Agents, and the reasonable fees
and expenses of any local counsel, appraisers, consultants and other advisors)
required to be reimbursed or paid by Borrower hereunder or under any other Loan
Document.

     

    (ii) The
Administrative Agent shall have received, for the benefit of each Lender whose
signature page to this Third Amendment has been received no later than the date
on which each of the other conditions in this Section 3.01 are
satisfied, a fee equal to 0.50% of the aggregate Revolving Commitments, as of
the Third Amendment Effective Date, of such Lender, which such fee shall be
allocated pro rata among such consenting Lenders.

     

    (b) Loan
Documents.  All legal matters incident to this Third Amendment
and the transactions contemplated hereby and the other Loan Documents shall be
satisfactory to the Lenders and to the Administrative Agent and there shall have
been delivered to the Administrative Agent an executed counterpart of each of
the Loan Documents required to be executed and delivered on the Third Amendment
Effective Date, including, but not limited to, (i) this Third Amendment and (ii)
the consent of the Guarantors attached hereto as Exhibit A executed by
each of the Guarantors (including any persons becoming Guarantors on the date
hereof).

     

    (c) Officers’
Certificate.  The Administrative Agent shall have received a
certificate, dated the Third Amendment Effective Date and signed by the senior
vice president and the chief financial officer of Borrower or such other person
reasonably acceptable to the Administrative Agent, confirming compliance with
the conditions precedent set forth in this Section 3.01 hereof
and Sections 4.02(b),
(c) and (d) of the Credit
Agreement.

     

    (d) Opinion of
Counsel.  The Administrative Agent shall have received, on
behalf of itself, the other Agents and the Lenders, a favorable written opinion
of Jones Day, special counsel for the Loan Parties, reasonably satisfactory in
form and substance to the Administrative Agent, dated the Third Amendment
Effective Date, addressed to the Agents and the Lenders and covering such
matters relating to the transactions contemplated by this Third Amendment as the
Administrative Agent shall reasonably request.

     

    8

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    (e) Solvency
Certificate.  The Administrative Agent shall have received a
solvency certificate substantially in the form of Exhibit N to the
Credit Agreement, dated the Third Amendment Effective Date and signed by the
chief financial officer of Borrower or such other person reasonably acceptable
to the Administrative Agent.

     

    (f) Collateral
Requirements.  The Administrative Agent shall have received an
agreement between Borrower and the Administrative Agent’s third-party search and
filing service, duly executed by each party thereto, with respect to the direct
payment by Borrower of all fees and expenses of such service in connection with
the Collateral Audit.

     

    (g) Representations and
Warranties; No Default.  (i) Each of the representations and
warranties contained in Article III of the
Credit Agreement shall be true and correct in all material respects as of the
Third Amendment Effective Date, except that any representation and warranty that
is qualified as to “Materiality” or “Material Adverse Effect” shall be true and
correct in all respects as of the Third Amendment Effective Date, except to the
extent such representations and warranties expressly relate to an earlier date
and (ii) both before (other than with respect to the Specified Defaults) and
after giving effect to this Third Amendment, no event shall have occurred and be
continuing that constitutes a Default or an Event of Default.

     

    


     

    ARTICLE
IV.

     

    MISCELLANEOUS

     

    Section
4.01 Execution of this Third
Amendment; Authorization.

     

    This
Third Amendment is executed and shall be construed as an amendment to the Credit
Agreement and forms a part of the Credit Agreement to the extent applicable
thereto.  

     

    Section
4.02 Representations and
Warranties.

     

    Borrower
hereby represents and warrants to the Administrative Agent and the Lenders that,
as of the date hereof:

     

    (a) Authority;
Enforceability.  (i) All consents, approvals and authorizations
necessary for Borrower’s and Guarantors’ execution, delivery and performance of
this Third Amendment and the Consent of Guarantors, as applicable, have been
obtained or made and (ii) this Third Amendment and the Consent of Guarantors, as
applicable, have been duly executed and delivered by Borrower and Guarantors and
constitute the legal, valid and binding obligations of Borrower and Guarantors,
respectively, enforceable against Borrower and Guarantors in accordance with
their respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

     

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    (b) No
Conflict.  Neither the execution and delivery of this Third
Amendment, the Consent of Guarantors nor any other agreement or instrument
contemplated hereby, nor the performance of, and compliance with the terms and
provisions of, this Third Amendment, the Consent of Guarantors or any such other
agreement or instrument by any Loan Party will, at the time of such execution,
delivery or performance, (i) violate or conflict with any provision of such Loan
Party’s articles or certificate of incorporation or bylaws or other
organizational or governing documents of such Loan Party, (ii) violate,
contravene or materially conflict with any Requirements of Law or any other law,
regulation, order, writ, judgment, injunction, decree or permit applicable to
such Loan Party, except for any violation, contravention or conflict which would
not reasonably be expected to have a Material Adverse Effect, (iii) (A) violate,
contravene or conflict with the contractual provisions of, or cause an event of
default under, any Loan Document or (B) violate, contravene or conflict with the
contractual provisions of, or cause an event of default under, any other loan
agreement, indenture, mortgage, deed of trust, contract or other agreement or
instrument to which such Loan Party is a party or by which such Loan Party may
be bound, except, with respect to clause (A) above, for any violation,
contravention, conflict or default that would not reasonably be expected to have
a Material Adverse Effect, or (iv) result in or require the creation of any Lien
(other than those contemplated in or created in connection with the Loan
Documents) upon or with respect to such Loan Party’s properties.  No
consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other person is required in
connection with the performance of and compliance with the terms and provisions
of this Third Amendment, the Consent of Guarantors or any other agreement or
instrument contemplated hereby.

     

    (c) Representations and
Warranties in Credit Agreement.  Each of the representations
and warranties contained in Article III of the
Credit Agreement is true and correct in all material respects as of the date
hereof, except that any representation and warranty that is qualified as to
“Materiality” or “Material Adverse Effect” shall be true and correct in all
respects as of the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date.

     

    (d) No
Default.  Both before (other than with respect to the Specified
Defaults) and after giving effect to this Third Amendment, no event has occurred
and is continuing that constitutes a Default or an Event of
Default.

     

    Section
4.03 No
Waiver.

     

    Except
as specifically modified pursuant to the terms of this Third Amendment, the
terms and conditions of the Credit Agreement and the other Loan Documents remain
in full force and effect and are hereby ratified and
confirmed.  Nothing herein shall limit in any way the rights and
remedies of the Administrative Agent and the Lenders under the Credit Agreement
and the other Loan Documents.  The execution and delivery by the
Lenders of this Third Amendment shall not constitute a waiver, forbearance or
other indulgence with respect to any Default or Event of Default now existing
(other than with respect to the Specified Defaults) or hereafter
arising.

     

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    Section
4.04 Counterparts;
Integration;
Effectiveness.

     

    This
Third Amendment may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract.  This
Third Amendment and any agreements referred to herein constitute the entire
contract among the parties hereto relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.  This Third Amendment shall
become effective when it shall have been executed by each of Borrower and each
of the requisite Lenders, and thereafter shall be binding upon and inure to the
benefit of the parties to the Credit Agreement and, subject to and in accordance
with Section
11.04 of the Credit Agreement, their respective successors and assigns;
provided that the
effectiveness of the waiver and amendments contained herein is conditioned upon
the satisfaction of the applicable conditions set forth in Article III of this
Third Amendment.  Delivery of an executed counterpart of a signature
page of this Third Amendment by telecopy shall be as effective as delivery of a
manually executed counterpart of this Third Amendment.

     

    Section
4.05 Severability.

     

    Any
provision of this Third Amendment held to be invalid, illegal or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability without affecting the
validity, legality or enforceability of the remaining provisions hereof, and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

    Section
4.06 GOVERNING
LAW.

     

    THIS
THIRD AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     

    Section
4.07 Headings.

     

    Article
and Section headings used herein are for convenience of reference only, are not
part of this Third Amendment and shall not affect the construction of, or be
taken into consideration in interpreting, this Third Amendment.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    


    11

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.

    


     

    


    
      	
              ICG,
      LLC,

            
	
              as
      Borrower

            
	 
      	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              SVP
      & CFO

            


    

    


    


    


    
      	
              INTERNATIONAL
      COAL GROUP, INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              SVP
      & CFO

            


    

    


    


    


    


    
      
        
          
            [SIGNATURE PAGE TO
THIRD AMENDMENT]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              UBS
      AG, STAMFORD BRANCH,

            
	
              as
      Issuing Bank, Administrative Agent and Collateral Agent

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Irja R. Otsa

              

            
	
              Name:

            	 
      	
              Irja
      R. Otsa

            
	
              Title:

            	 
      	
              Associate
      Director

            
	 
      	 
      	 
      
	
              By:

            	 
      	
              
                /s/
      Michael Cerniglia

              

            
	
              Name:

            	 
      	
              Michael
      Cerniglia

            
	
              Title:

            	 
      	
              Director

            
	 
      	 
      	 
      


    

    


    


    
      	
              UBS
      LOAN FINANCE LLC, as Lender

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Irja R. Otsa

              

            
	
              Name:

            	 
      	
              Irja
      R. Otsa

            
	
              Title:

            	 
      	
              Associate
      Director

            
	 
      	 
      	 
      
	
              By:

            	 
      	
              
                /s/
      Michael Cerniglia

              

            
	
              Name:

            	 
      	
              Michael
      Cerniglia

            
	
              Title:

            	 
      	
              Director

            
	 
      	 
      	 
      


    

    


    


    


    
      
        
          
            [SIGNATURE PAGE TO
THIRD AMENDMENT]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              
                CIT
      Capital USA, Inc.,

              

            
	
              [NAME
      OF INSTITUTION]

            
	
              as
      Lender

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Marc Theisinger

              

            
	
              Name:

            	 
      	
              Marc
      Theisinger

            
	
              Title:

            	 
      	
              Vice
      President

            
	 
      	 
      	 
      


    

    


    


    


    


    
      
        
          
            [SIGNATURE PAGE TO
THIRD AMENDMENT]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              Branch
      Banking and Trust Company, as Lender

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Richard E. Whisner, Jr.

              

            
	
              Name:

            	 
      	
              Richard
      E. Whisner, Jr.

            
	
              Title:

            	 
      	
              Sr.
      Vice President

            
	 
      	 
      	 
      


    

    


    


    


    
      
        
          
            [SIGNATURE PAGE TO
THIRD AMENDMENT]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              
                STYX
      PARTNERS, L.P.

              

            
	
              [NAME
      OF INSTITUTION]

            
	
              as
      Lender

            
	 
      
	
              By:

            	 
      	
              Styx
      Associates LLC,

            
	 
      	 
      	
              Its
      General Partner

            
	 
      	 
      	 
      
	
              By:

            	 
      	
              
                /s/
      Jeffrey Lomasky

              

            
	
              Name:

            	 
      	
              Jeffrey
      Lomasky

            
	
              Title:

            	 
      	
              Senior
      Managing Director

            
	 
      	 
      	 
      


    

    


    


    


    


    
      
        
          
            [SIGNATURE PAGE TO
THIRD AMENDMENT]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              
                National
      City Bank

              

            
	
              [NAME
      OF INSTITUTION]

            
	
              as
      Lender

            
	 
      
	
              By:

            	 
      	
              
                /s/
      David M. Metz

              

            
	
              Name:

            	 
      	
              David
      M. Metz

            
	
              Title:

            	 
      	
              Senior
      Vice President

            
	 
      	 
      	 
      


    

    


    


    
      
        
          
            [SIGNATURE PAGE TO
THIRD AMENDMENT]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              
                Wachovia
      Bank, N.A.

              

            
	
              [NAME
      OF INSTITUTION]

            
	
              as
      Lender

            
	 
      
	
              By:

            	 
      	
              
                /s/
      D. Paul Hulbert III

              

            
	
              Name:

            	 
      	
              D.
      Paul Hulbert III

            
	
              Title:

            	 
      	
              Vice
      President

            
	 
      	 
      	 
      


    

    


    


    
      
        
          
            [SIGNATURE PAGE TO
THIRD AMENDMENT]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              
                General
      Electric Capital Corporation

              

            
	
              [NAME
      OF INSTITUTION]

            
	
              as
      Lender

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Randall F. Hornick

              

            
	
              Name:

            	 
      	
              Randall
      F. Hornick

            
	
              Title:

            	 
      	
              Authorized
      Signatory

            
	 
      	 
      	 
      


    

    


    


    


    
      
        
          
            [SIGNATURE PAGE TO
THIRD AMENDMENT]

          

           


        

        
           


          
            

          

        

        
           


          
            EXHIBIT
A

          

        

      

    

    


    CONSENT
OF GUARANTORS

    


    Each
of the undersigned is a Guarantor of the Obligations of Borrower under the
Credit Agreement and hereby (a) consents to the foregoing Third Amendment,
(b) acknowledges that notwithstanding the execution and delivery of the
foregoing Third Amendment, the obligations of each of the undersigned Guarantors
are not impaired or affected and all guaranties given to the holders of
Obligations and all Liens granted as security for the Obligations continue in
full force and effect, and (c) confirms and ratifies its obligations under
the Credit Agreement and each other Loan Document executed by
it.  Capitalized terms used herein without definition shall have the
meanings given to such terms in the Third Amendment to which this Consent of
Guarantors is attached or in the Credit Agreement referred to therein, as
applicable.

    


    IN
WITNESS WHEREOF, each of the undersigned has executed and delivered this Consent
of Guarantors as of February 20, 2009.

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    


    
      
        
          
            Exhibit
A-1

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              INTERNATIONAL
      COAL GROUP, INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              SVP
      & CFO

            


    

    


    


    
      	
              HUNTER
      RIDGE HOLDINGS, INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Charles G. Snavely

              

            
	
              Name:

            	 
      	
              Charles
      G. Snavely

            
	
              Title:

            	 
      	
              President

            


    

    


    


    
      	
              HUNTER
      RIDGE, INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Charles G. Snavely

              

            
	
              Name:

            	 
      	
              Charles
      G. Snavely

            
	
              Title:

            	 
      	
              President

            


    

    


    


    
      	
              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 & Secretary

            


    

    


    


    
      	
              HAWTHORNE
      COAL COMPANY, INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Roger L. Nicholson

              

            
	
              Name:

            	 
      	
              Roger
      L. Nicholson

            
	
              Title:

            	 
      	
              Vice
      President & Secretary

            


    

    


    


    
      
        
          
            Exhibit
A-2

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              HUNTER
      RIDGE COAL COMPANY

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Charles G. Snavely

              

            
	
              Name:

            	 
      	
              Charles
      G. Snavely

            
	
              Title:

            	 
      	
              President

            


    

    


    


    
      	
              ICG
      ADDCAR SYSTEMS, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      	
              ICG
      BECKLEY, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      	
              ICG
      EAST KENTUCKY, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      	
              ICG
      EASTERN, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      	
              ICG
      EASTERN LAND, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      
        
          
            Exhibit
A-3

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              ICG
      HAZARD, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      	
              ICG
      HAZARD LAND, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      	
              ICG
      ILLINOIS, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      	
              ICG,
      INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Roger L. Nicholson

              

            
	
              Name:

            	 
      	
              Roger
      L. Nicholson

            
	
              Title:

            	 
      	
              Sr.
      Vice President & Secretary

            


    

    


    


    
      	
              ICG
      KNOTT COUNTY, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      	
              ICG
      NATURAL RESOURCES, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

     

    
 

    
      
        
          
            Exhibit
A-4

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              ICG
      TYGART VALLEY, LLC

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Bradley W. Harris

              

            
	
              Name:

            	 
      	
              Bradley
      W. Harris

            
	
              Title:

            	 
      	
              VP
      & Treasurer

            


    

    


    


    
      	
              JULIANA
      MINING COMPANY, INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Charles G. Snavely

              

            
	
              Name:

            	 
      	
              Charles
      G. Snavely

            
	
              Title:

            	 
      	
              President

            


    

    


    


    
      	
              KING
      KNOB COAL CO., INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Christina T. Brumley

              

            
	
              Name:

            	 
      	
              Christina
      T. Brumley

            
	
              Title:

            	 
      	
              Secretary

            


    

    


    


    
      	
              MARINE
      COAL SALES COMPANY

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Roger L. Nicholson

              

            
	
              Name:

            	 
      	
              Roger
      L. Nicholson

            
	
              Title:

            	 
      	
              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

            


    

     

    
 

    
      
        
          
            Exhibit
A-5

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              SIMBA
      GROUP, INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Roger L. Nicholson

              

            
	
              Name:

            	 
      	
              Roger
      L. Nicholson

            
	
              Title:

            	 
      	
              Secretary

            


    

    


    


    
      	
              UPSHUR
      PROPERTY, INC.

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Roger L. Nicholson

              

            
	
              Name:

            	 
      	
              Roger
      L. Nicholson

            
	
              Title:

            	 
      	
              Asst.
      Secretary

            


    

    


    


    
      	
              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 & Secretary

            


    

    


    


    
      	
              WOLF
      RUN MINING COMPANY

            
	 
      
	
              By:

            	 
      	
              
                /s/
      Roger L. Nicholson

              

            
	
              Name:

            	 
      	
              Roger
      L. Nicholson

            
	
              Title:

            	 
      	
              Secretary

            


    

    


    


    
      
        
          
            Exhibit
A-6