EXHIBIT 10.3


 





General Electric Capital Corporation


401 Merritt 7


Norwalk, Connecticut 06851


 


May 10, 2013


 


James River Coal Company


901 E. Byrd Street, Suite 1600


Richmond, VA 23219


Attention:


		Re:	Consent



Ladies and Gentleman:


Reference is hereby
made to that certain Second Amended and Restated Revolving Credit Agreement, dated as of June 30, 2011 (as amended, the “Credit
Agreement”), by and among James River Coal Company, a corporation organized under the laws of Virginia (“JRCC”),
and certain of JRCC’s Subsidiaries identified on the signature pages thereof, as borrowers (such Subsidiaries, together with
JRCC, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally,
as the “Borrowers”), and the other credit parties party thereto, identified on the signature pages thereof as
Guarantors (together, the Borrowers and Guarantors, the “Credit Parties”), the financial institutions from time
to time party thereto as lenders (collectively, the “Lenders”), General Electric Capital Corporation (“GECC”),
a corporation formed under the laws of Delaware, as administrative agent for the Lenders (in such capacity, together with its successors
and assigns, if any, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity,
the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings
given to such terms in the Credit Agreement.


The Borrowers have
requested that the Administrative Agent and the undersigned Lenders consent to unsecured guarantees by one or more Credit Parties
of Indebtedness incurred under any Permitted Refinancing of the 2015 Convertible Notes and/or the 2018 Convertible Notes (hereinafter,
“Note Refinancing Debt”) (collectively, the “Convertible Note Guarantees”) or any subsequent
Permitted Refinancing of any such Note Refinancing Debt. Notwithstanding anything to the contrary contained in the Credit Agreement,
the Administrative Agent and the undersigned Lenders hereby agree that the Credit Parties shall be permitted to provide Convertible
Note Guarantees in connection with any Permitted Refinancing of the 2015 Convertible Notes and/or the 2018 Convertible Notes or
any subsequent Permitted Refinancing of any such Note Refinancing Debt.


This Consent shall not become effective unless
and until the Administrative Agent has received one or more counterparts of this Consent, duly executed, completed and delivered
by the Borrowers, the other Credit Parties and the Required Lenders.




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None of the Administrative Agent or the Lenders
shall have any obligation to issue any further consent, waiver or release with respect to the subject matter of this Consent or
any other matter. Except as specifically provided above, nothing contained in this Consent shall be deemed to be a waiver of, or
shall in any way impair or prejudice, any rights of the Administrative Agent or the Lenders under the Credit Agreement or any other
Loan Document.


 


This Consent may be executed in counterparts,
each of which shall be deemed an original and all of which counterparts shall constitute one and the same document. Delivery of
an executed signature page of this Consent by facsimile or electronic (including “PDF”) transmission shall be effective
as delivery of a manually executed counterpart hereof.


 


The laws of the State of New York shall govern
all matters arising out of, in connection with or relating to this Consent, including, without limitation, its validity, interpretation,
construction, performance and enforcement.


 


 


 


 


 


 


 


 


 


 


 





 




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	 	Very truly yours,
	 	 
	
         

         
	
        ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDER:

         

        GENERAL ELECTRIC CAPITAL CORPORATION

         

         

        By:/s/ Daniel T Eubanks

        Name: Daniel T. Eubanks

        Title: Duly Authorized Signatory

         

         



 
 
 
 
 
 
 
 
 
 
 
 
 



James River Consent





 
 
 
 
 
 


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	 	LENDERS:
	 	GE CAPITAL COMMERCIAL INC.
	 	By:___/s/ Heather-Leigh Glade_________________
	 	Name: Heather-Leigh Glade
	 	Title: Duly Authorized Signatory


 
 
 
 
 
 
 
 
 
 
 



James River Consent





 
 
 
 
 
 
 
 


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	 	UBS LOAN FINANCE LLC
	 	By:___/s/ Joselin Fernandes____________________
	 	Name: Joselin Fernandes
	 	Title: Associate Director
	 	By:___/s/ David Urban________________________
	 	Name: David Urban
	 	Title: Associate Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





James River Consent







 





 




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        ACCEPTED and AGREED:


         


         

        BORROWERS

        JAMES RIVER COAL COMPANY

        JAMES RIVER COAL SERVICE COMPANY

        LEECO, INC.

        TRIAD MINING, INC.

        TRIAD UNDERGROUND MINING, LLC

        BLEDSOE COAL CORPORATION

        JOHNS CREEK ELKHORN COAL CORPORATION

        BELL COUNTY COAL CORPORATION

        JAMES RIVER COAL SALES, INC.

        BLEDSOE COAL LEASING COMPANY

        BLUE DIAMOND COAL COMPANY

        MCCOY ELKHORN COAL CORPORATION

        CHAFIN BRANCH COAL COMPANY, LLC

        HAMPDEN COAL COMPANY, LLC

        LAUREL MOUNTAIN RESOURCES, LLC

        LOGAN & KANAWHA COAL CO., LLC

        ROCKHOUSE CREEK DEVELOPMENT, LLC

        SNAP CREEK MINING, LLC

         

        By: /s/ Samuel M. Hopkins, II

        Name: Samuel M. Hopkins, II

        Title: Vice President on behalf of each of the above entities

         



 


 




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        GUARANTORS

         

        OHNS CREEK PROCESSING COMPANY

        JOHNS CREEK COAL COMPANY

        SHAMROCK COAL COMPANY, INCORPORATED

        EOLIA RESOURCES, INC.

        BDCC HOLDING COMPANY, INC.

        INTERNATIONAL RESOURCE PARTNERS LP

        BUCK BRANCH RESOURCES LLC

        INTERNATIONAL RESOURCES, LLC

        INTERNATIONAL RESOURCES HOLDINGS I LLC

        INTERNATIONAL RESOURCES HOLDINGS II LLC

        IRP KENTUCKY LLC

        IRP WV CORP.

        JAMES RIVER ESCROW INC.

        IRP LP HOLDCO INC.

        IRP GP HOLDCO LLC

         

        By: /s/ Samuel M. Hopkins, II

        Name: Samuel M. Hopkins, II

        Title: Vice President on behalf of each of the above entities

         



 


 







James River Consent