**Exhibit 10.12**

**CHARTER**

**of**

**AUDIT COMMITTEE**

**of the**

**BOARD OF DIRECTORS**

**of**

**ALLIANCE GP, LLC**

**AdoptedMarch 22, 2006**

**Amended and Restated March 12, 2007**

**Amended and Restated March 5, 2008**

 

The purpose of the Audit Committee(the “Committee”) of the Board of Directors (the “Board”) of Alliance GP, LLC (the “General Partner”) is to assist the Board in fulfilling its oversight responsibilities with respect to the management of theGeneral Partner and its activities on behalf of Alliance Holdings GP, L.P. (together with its subsidiaries, the “Partnership”). In collaboration with management, the Committee will assist the Board by reviewing the following:

(A) filings by the Partnership with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 andthe Securities Exchange Act of 1934 (the “Exchange Act”) (i.e., Forms 10-K and 10-Q); 

(B) press releases and othercommunications by the Partnership to the public concerning earnings, financial condition and results of operations, including communications regarding changes in distribution policies or practices affecting the holders of Partnership units, unlesssuch review was undertaken by the Board; 

(C) the Partnership’s systems of internal controls regarding finance and accounting thatmanagement and the Board have established; and 

(D) the Partnership’s auditing, accounting and financial reporting processesgenerally. 

Consistent with this review function, the Committee shall encourage continuous improvement of, and shall foster adherence to,the Partnership’s policies, procedures and practices concerning financial reporting and other public disclosure at all levels, as established by the General Partner. 

The specific duties and responsibilities of the Committee are enumerated in Section IV of this Charter. 

 

The Committee shall be comprised ofthree or more directors as determined by the Board, who shall satisfy the applicable requirements, including as to independence, experience, and financial expertise of (a) the Sarbanes-Oxley Act of 2002, and rules promulgated by the SEC 

thereunder, (b) the National Association of Securities Dealers Marketplace Rules, and (c) any other applicable laws, rules or regulations. Withoutlimiting the foregoing, each director shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. 

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board held in December of each year (or atsuch other time as the Board may determine), or until their successors shall be duly elected and qualified. Unless a Chairperson is elected by the full Board, the members of the Committee may designate a Chairperson by majority vote of the fullCommittee membership. 

 
**III.****MEETINGS**
The Committee shall meet as frequently ascircumstances dictate, but not less than four times annually. Except as otherwise provided herein, a quorum for meetings of the Committee shall be a majority of the members of the Committee. 

As part of its job to foster open communication, the Committee shall meet periodically with management and the independent registered public accountingfirm (the “independent accountants”) in separate sessions to discuss any matters that the Committee or either of these groups believes should be discussed privately. The Committee may also invite to participate in any meeting, any memberof senior management, the independent accountants or others, as desired by the Committee. 

In addition to the regular meetings of theCommittee, the Committee shall meet at least four times annually with the independent accountants and management to discuss and review each of the Partnership’s quarterly and annual financial statements and reports prior to the publicannouncement of financial results and the filing of quarterly and year-end reports with the Commission (consistent with the provisions of Section IV below). A quorum for these meetings shall be one of the members of the Committee. 

The Chairperson shall set the agenda of each meeting and arrange for the distribution of the agenda, together with supporting material, to the Committeemembers prior to each meeting. The Chairperson will also cause minutes of each meeting to be prepared and circulated to the members of the Committee. The Committee may meet via telephone conference calls. 

 
**IV.****RESPONSIBILITIES AND DUTIES**
The duties andresponsibilities of a member of the Committee shall be in addition to his or her duties and responsibilities as a member of the Board of Directors. To fulfill its oversight responsibilities and duties, (a) the Committee, (b) asub-committee thereof as may be designated by the Chairperson or (c) an individual member of the Committee to whom the Committee has delegated expressly its authority (for example, the review of Form 8-Ks prior to filing with the SEC) shallundertake the following: 

*Documents/Reports Review*

1. Review and discuss with management and the independent accountants the quality and integrity of the Partnership’s annual and interim financial statements and any reports or other financial information prior to submission to the SEC,or the public, including any certification, report, opinion or review rendered by the independent accountants. 

2. Review and discuss with management theregular internal reports of the independent accountants and controllers, along with management’s response to such reports. 

3. Review earnings withfinancial management and the independent accountants prior to the release of earnings to the public. 

4. Provide any audit committee-related disclosure infilings with the Securities and Exchange Commission or otherwise required by applicable securities laws, rules and regulations or by the rules of any securities exchange or market on which the securities of the Partnership are listed or quoted.

*Independent Accountants*

5. Approve the appointmentand compensation of the independent accountants and provide oversight of the work of the independent accountants (including resolution of disagreements between management and the independent accountants regarding financial reporting or thepreparation of the financial statements) for the purpose of preparing or issuing an audit report or related work. 

6. Approve all auditing services andpermitted non-audit services to be provided to the Company or the Partnership by the independent accountants prior to the commencement thereof, and approve the fees and other compensation to be paid to the independent accountants in connectiontherewith. The Committee may delegate, subject to any rules or limitations it may deem appropriate, to one or more designated members of the Committee the authority to grant such approvals; provided, however, that the decisions of any member to whomauthority is so delegated to approve an activity shall be presented to the full Committee at its next scheduled meeting. 

7. On an annual basis, review anddiscuss with the independent accountants all significant relationships the independent accountants have with the Partnership and the General Partner and their subsidiaries in order to determine the accountants’ independence. As part of such areview process, the Committee shall receive the written disclosures and an annual statement from the independent accountants relating to their independence as required by Independent Standards Board Standard No. l and make inquiries to theindependent accountants as to any matters disclosed therein. 

8. Periodically consult with the independent accountants outside of the presence ofmanagement about internal controls and the fair statement of the organization’s financial statements in all material respects. 

 

9. Review the annual audit plan of the independent accountants and evaluate their performance and adherence to the prioryear’s audit plan. 

10. At least annually, review with the independent accountants as to (a) all critical accounting policies to be used,(b) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments and the treatmentpreferred by the independent accountants, and (c) other material written communications between the independent accountants and management, including management letters and schedules of unadjusted differences. 

11. On an annual basis, review with the independent accountants concerning their internal quality control review of the firm, any inquiry or investigation bygovernmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to address such issues. 

12. Review the experience and qualifications of the senior members of the independent accounting team. 

13. Require therotation of the lead audit partner on a regular basis in accordance with the requirements of the Exchange Act. 

14. Review the hiring by the Partnership orthe General Partner or any of their subsidiaries of employees or former employees of the independent accountants who participated in any capacity in the audit of the Partnership. 

15. Review the performance of the independent accountants and dismiss the independent accountants if circumstances warrant. 

*Financial Reporting Processes*

16. In consultation with the independent accountants and the controllers, review the integrity of thePartnership’s financial reporting processes, both internal and external. 

17. Consider the independent accountants’ judgments about the qualityand appropriateness of the Partnership’s accounting principles as applied in its financial reporting. 

18. Consider the quality of and approve anymajor changes to the Partnership’s accounting principles and practices as suggested by the independent accountants, management, or the controllers. 

*Process Improvement*

19. Establish regular and separate systems of reporting to the Committee by each of management, the independentaccountants and the chief accounting officer regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments. 

20. Following completion of the annual audit, review (separately, as appropriate and as may be required) with each ofmanagement, the independent accountants, manager-internal audit, and the chief accounting officer any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to requiredinformation. 

21. Review any significant disagreement among management, the independent accountants or the chief accounting officer in connection with anypublic announcement of financial results or the preparation of the quarterly and annual financial statements. 

22. Review with the independent accountants,the chief accounting officer and management the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented. This review will be conducted at an appropriate time subsequent toimplementation of changes or improvements, as decided by the Committee. 

23. Review periodically with the General Counsel, legal and regulatory mattersthat could have a significant effect on the Partnership’s financial statements. 

24. Review with the independent accountants, the chief accountingofficer and management the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the Partnership’s financial statements. 

*Other*

25. Establish procedures for (a) the receipt, retention, and treatment of complaints received by thePartnership regarding accounting, internal accounting controls, or auditing matters, and (b) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. 

26. Review periodically the codes of ethics and conduct of the Company and the Partnership and the programs to monitor compliance with such codes. 

27. Investigate any matter brought to its attention within the scope of its duties which it deems appropriate for investigation. 

28. Perform an annual evaluation of the Committee. 

29. Review and makerecommendations to the Board to update this Charter at least annually and at other times as conditions dictate. 

The Committee shall have such otherfunctions as are assigned by law, the SEC, the National Association of Securities Dealers, the General Partner’s organizational documents or the Board of Directors of the General Partner. 

The Committee shall have the authority to engage, and provide for payment of compensation to, outside legal, accounting or other advisors as it deems necessary to carryout its functions. 

**V.****EXCULPATION**
The following describes matters as towhich the Committee shall not have responsibilities or duties: 

*Maintenance of Books and Records*

1. The Committee shall not be responsible for maintaining the books and records of the Partnership or for preparing the financial statements of the Partnership, whichmaintenance and preparation shall be the responsibility and duty of the management. 

*Audits*

2. The Committee shall not be responsible for planning or conducting audits of the financial statements of the Partnership, which shall be the responsibility of thePartnership’s independent accountants. 

*Certification of Audited Financial Statements*

3. The Committee shall not be responsible for certifying as to the accuracy or completeness of the audited financial statements of the Partnership or that the auditedfinancial statements are in compliance with generally accepted accounting principles. 

*Independent Investigation of Factual Matters*

4. The Committee shall not be responsible for independent verification of factual matters represented to them, and each member of the Committee shall be entitled to relyin good faith on the representations of management and the independent accountants. 

*Compliance with Laws*

5. The Committee shall not be responsible for ensuring compliance with applicable laws or regulations by the General Partner or the Partnership. 

Amended and restated by resolution of the Board of Directors of Alliance GP, LLC, this5th day of March in the year 2008. 

 
/s/ R. Eberley DavisR. Eberley Davis, Secretary