WAIVER NO. 3 TO CREDIT AGREEMENT

Exhibit 10.9

Execution Copy

WAIVER NO. 3

TO CREDIT AGREEMENT

THIS WAIVER NO. 3 TO CREDIT AGREEMENT, dated as of May 18, 2007 (this “ Waiver Agreement ”), is made by and among Bowie Resources, LLC, a Delaware limited liability company (“ Bowie ”); Colorado Holding Company, Inc., a Delaware corporation (“ CHC ”); Bowie Resources Management Partner, LLC, a Nevada limited liability company (“ BRMP ”); and General Electric Capital Corporation, as agent for the lenders party to the Credit Agreement described below (the “ Agent ”) and as a Lender under the Credit Agreement.  Capitalized terms used in this Waiver Agreement and not otherwise defined have the meanings set forth in the Credit Agreement, as modified hereby.

 W I T N E S S E T H : 

WHEREAS, Bowie, CHC, BRMP, the Lenders and the Agent are parties to that certain Credit Agreement, dated as of December 20, 2006 (as the same may be amended, modified or supplemented from time to time, the “ Credit Agreement ”); and

WHEREAS, Bowie, CHC, BRMP and the Agent entered into that certain Waiver No. 2 to Credit Agreement dated as of May 2, 2007 (the “ Original Waiver ”) pursuant to which the Agent and the Lenders (i) waived the Defaults and Events of Default that had occurred as a result of the Borrower’s failure to deliver the Financial Information (as hereinafter defined) and (ii) extended the date by which the Borrower was required to deliver such Financial Information to the Agent until May 14, 2007;

WHEREAS, the Lenders and the Agent wish to waive compliance with certain provisions of the Credit Agreement and the Original Waiver subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE 1.

WAIVER

Subject to the satisfaction of the terms and conditions set forth herein, the Lenders and the Agent hereby (i) waive any Default or Event of Default that has occurred by reason of the failure by the Credit Parties to deliver the financial information, Compliance Certificates, accounting firm reports, annual letters and certifications specified in clause (d) of Annex D of the Credit Agreement (the “ Financial Information ”) on or prior to May 14, 2007 (the “ Waiver ”) and (ii) extend the period of time for delivering such Financial Information in accordance with