CONSENT, LIMITED WAIVER AND AMENDMENT NO. 4 TO THE CREDIT AGREEMENT

Waiver Agreement

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This Waiver Agreement involves

ENERGY COAL RESOURCES, INC. | BOWIE RESOURCES MANAGEMENT PARTNER, LLC | BOWIE RESOURCES, LLC | COLORADO HOLDING COMPANY, INC | W2 Holdings LLC

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Title: CONSENT, LIMITED WAIVER AND AMENDMENT NO. 4 TO THE CREDIT AGREEMENT
Governing Law: New York Date: 11/7/2008

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Exhibit 10.5

CONSENT, LIMITED WAIVER AND AMENDMENT NO. 4 TO THE CREDIT AGREEMENT

THIS CONSENT, LIMITED WAIVER AND AMENDMENT NO. 4 TO THE CREDIT AGREEMENT, dated as of August , 2007 (this “ Agreement ”), is made by and among BOWIE RESOURCES, LLC , a Delaware limited liability company (the “ Borrower ”); COLORADO HOLDING COMPANY, INC., a Delaware corporation (“ CHC ”); BOWIE RESOURCES MANAGEMENT PARTNER, LLC , a Nevada limited liability company (“ BRMP ” and together with the Borrower and CHC, collectively the “ Loan Parties ”); and GENERAL ELECTRIC CAPITAL CORPORATION , a Delaware corporation, as agent (the “ Agent ”) for the lenders (the “ Lenders ”) party from time to time to the Credit Agreement described below and, for itself, as a Lender. Capitalized terms used in this Agreement and not otherwise defined herein have the same meanings as set forth in the Credit Agreement, as amended hereby.

W I T N E S S E T H :

WHEREAS , the Loan Parties, the other Credit Parties signatory thereto from time to time, the Lenders and the Agent are parties to that certain Credit Agreement, dated as of December 20, 2006 (as amended, amended and restated, modified or supplemented from time to time, the “ Credit Agreement ”) pursuant to which the Lenders made certain loans and certain other extensions of credit to the Borrower;

WHEREAS , the Borrower and W2 Holdings LLC, a Delaware limited liability company and an Affiliate of the Borrower, wish to enter into those certain contracts listed on Exhibit A attached hereto (in the respective forms attached to Exhibit A, with such modifications, prior to the execution and delivery thereof to which the Agent may consent, the “ Synfuel Contracts ”);

WHEREAS , Section 6.4 of the Credit Agreement, in its current form, prohibits the Borrower from entering into the Synfuel Contracts;

WHEREAS , the Borrower has requested that the Agent and Lenders grant their respective consent to an amendment to Section 6.4 of the Credit Agreement to permit the execution and delivery by the Borrower of the Synfuels Contracts (the “Consent”);

WHEREAS , Section 6.10 of the Credit Agreement requires the Borrower to meet certain Financial Covenants, as set forth in Annex E to the Credit Agreement;

WHEREAS , the Borrower has breached Section 6.10 of the Credit Agreement, in respect of the Maximum Leverage Ratio set forth in Annex E to the Credit Agreement, for the Fiscal Quarter ended June 30, 2007 (the “Leverage Ration Default”);

WHEREAS , the Credit Parties have requested that the Agent and the Borrowers waive the Leverage Ratio Default (the “Waiver”);

WHEREAS , the Agent and the Lenders are willing to (i) grant their respective consents

to an amendment to Section 6.4 of the Credit Agreement to permit the execution and delivery by the Borrower of the Synfuel Contracts, (ii) grant the Waiver and (iii) amend the Credit Agreement as set forth herein, in each case, in the manner, and subject to the terms and conditions set forth herein; and

NOW, THEREFORE , in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Consent . Subject to the terms and conditions set forth herein, and in reliance on the representations and warranties of the Credit Parties set forth herein, the Agent and the Lenders hereby acknowledge and consent to the execution and delivery by the Borrower of the Synfuel Contracts in the form attached hereto as part of Exhibit A , with such modifications thereto, prior to the execution and delivery thereof, as may be consented to by the Agent.

Section 2. Limited Waiver . Subject to the terms and conditions set forth herein, and in reliance on the representations and warranties of the Credit Parties set forth herein, the Agent and the Lenders hereby waive the Leverage Ratio Default.

Section 3. Amendments . The Credit Agreement is hereby amended as follows:

(a) Section 6.4 of the Credit Agreement is amended by adding thereto, immediately following the heading thereof and prior to subsection (a) thereof, the following phrase, which shall be deemed to modify each subsection of such Section 6.4:

“Except for the Synfuel Contracts,”

(b) Annex A to the Credit Agreement is amended by adding thereto, in the proper alphabetical order, the following additional defined terms:

(i) “ Fourth Amendment ” shall mean that certain Consent, Limited Waiver and Amendment No. 4 to the Credit Agreement, dated as of August , 2007, by and among Agent, Lender and the Loan Parties.

(ii) “ Synfuel Contracts ” means and refers to the “Synfuel Contracts” as defined in the Fourth Amendment.

Section 4. Conditions Precedent . This Agreement shall not become effective until the date (the “ Effective Date ”) on which the Agent has received each and all of the following:

(a) counterparts of this Agreement, duly executed and delivered on behalf of Bowie, CHC, BRMP and the Requisite Lenders; and

(b) copies of the Synfuels Contracts, as executed and delivered, in such respective forms as are within the meaning of “Synfuels Contracts” as set forth in this Agreement.

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Section 5. Representations and Warranties . To induce the Agent and the Lenders to enter into this Agreement, each Loan Party hereby represents and warrants that as of the date hereof:

(a) all representations and warranties made under the Credit Agreement and the other Loan Documents, to the extent applicable to such Loan Party, shall be deemed to be made, and shall be true and correct in all respects, at and as of the Effective Date except to the extent that any such representation or warranty expressly relates to an earlier date, in w