COMMITMENTS AND CONTINGENCIES

Commitments and Agreements: Under various agreements for third party gathering, treatment, transportation or other services, Energen Resources is committed to deliver minimum production volumes or to pay certain costs in the event the minimum quantities are not delivered. These delivery commitments are approximately 33.4 million barrels of oil equivalent (MMBOE) through November 2021.

Energen Resources entered into three agreements which commenced at various dates from November 15, 2011 to January 15, 2012 and expire at various dates through January 2015 to secure drilling rigs necessary to execute a portion of its drilling plans. In the unlikely event that Energen Resources discontinues use of these drilling rigs, Energen Resources' total resulting exposure could be as much as $21.9 million depending on the contractor's ability to remarket the drilling rigs.

Certain of Alagasco's long-term contracts associated with the delivery and storage of natural gas include fixed charges of approximately $59 million through September 2024. During the years ended December 31, 2012, 2011 and 2010, Alagasco recognized approximately $51 million, $51 million and $52 million, respectively, of current-year commitments through expense and its regulatory accounts in the accompanying financial statements. Alagasco also is committed to purchase minimum quantities of gas at market-related prices or to pay certain costs in the event the minimum quantities are not taken. These purchase commitments are approximately 171 Bcf through August 2020.

Environmental Matters: Various environmental laws and regulations apply to the operations of Energen Resources and Alagasco. Historically, the cost of environmental compliance has not materially affected the Company's financial position, results of operations or cash flows. New regulations, enforcement policies, claims for damages or other events could result in significant unanticipated costs.

Alagasco is in the chain of title of nine former manufactured gas plant sites, four of which it still owns, and five former manufactured gas distribution sites, one of which it still owns and is the subject of a recent inquiry discussed below. Also discussed below is the recent completion of a removal action at the Huntsville, Alabama manufactured gas plant site. An investigation of the sites does not indicate the present need for other remediation activities and management expects that, should remediation of any such sites be required in the future, Alagasco's share, if any, of such costs will not materially affect the financial position of Alagasco.

In May 2012, Alagasco received from the United States Environmental Protection Agency (EPA) a Request for information Pursuant to Section 104 of CERCLA relating to the EPA's investigation of a site which it refers to as the 35^th Avenue Superfund Site in and around Birmingham, Jefferson County, Alabama. The inquiry requests information about a parcel owned by Alagasco and located in the vicinity of the 35^th Avenue site. The parcel is the former site of a manufactured gas distribution facility. Alagasco has responded to the inquiry.

In June 2009, Alagasco received a General Notice Letter from the EPA identifying Alagasco as a responsible party for a former manufactured gas plant (MGP) site located in Huntsville, Alabama, and inviting Alagasco to enter an Administrative Settlement Agreement and Order on Consent to perform a removal action at that site. The Huntsville MGP, along with the Huntsville gas distribution system, was sold by Alagasco to the City of Huntsville in 1949. While Alagasco no longer owns the Huntsville site, the Company and the current site owner entered into a Consent Order, and developed and completed during 2011 an action plan for the site. Alagasco has incurred costs associated with the site of approximately $5 million. As of December 31, 2012, the expected remaining costs are not expected to be material to the Company. Alagasco has recorded a corresponding amount, subject to APSC review guidelines, against the refundable negative salvage costs being refunded to customers.

Legal Matters: Energen and its affiliates are, from time to time, parties to various pending or threatened legal proceedings. Certain of these lawsuits include claims for punitive damages in addition to other specified relief. Based upon information presently available, and in light of available legal and other defenses, contingent liabilities arising from threatened and pending litigation are not considered material in relation to the respective financial positions of Energen and its affiliates. It should be noted, however, that Energen and its affiliates conduct business in jurisdictions in which the magnitude and frequency of punitive and other damage awards may bear little or no relation to culpability or actual damages, thus making it difficult to predict litigation results.

Various pending or threatened legal proceedings are in progress currently, and the Company has accrued a provision for estimated liability. This provision was increased by $0.1 million during the year ended December 31, 2012.

On November 2, 2011 Energen Resources spudded the Cadenhead 25-1 Well (the Cadenhead Well) in Ward County, Texas. During the drilling phase, Chesapeake Exploration, LLC, notified Energen Resources that it believed it was the owner of the lease from which the Cadenhead Well was producing. Shortly thereafter, Energen Resources filed a declaratory judgment action in the District Court of Ward County, Texas to resolve the title dispute. Energen Resources has a fifty percent working interest in the Cadenhead Well. The Cadenhead Well produced approximately 63 net MBOE in 2012 and is expected to produce approximately 42 net MBOE in 2013. On January 18, 2013, a judgment was entered which was adverse to Energen Resources' claim of ownership. The Company believes the adverse ruling was incorrect, and plans to vigorously pursue all available avenues of appeal.

New Mexico Audits: During the third quarter of 2011, Energen Resources received preliminary findings from the Taxation and Revenue Department (the Department) of the State of New Mexico relating to its audit, conducted on behalf of the Office of Natural Resources Revenue (ONRR), of federal oil and gas leases in New Mexico. The audit covered periods from January 2004 through December 2008 and included a review of the computation and payment of royalties due on minerals removed from specified U.S. federal leases. The ONRR has proposed certain changes in the method of determining allowable deductions of transportation, fuel and processing costs from royalties due under the terms of the related leases.

As a result of the audit, Energen Resources has been ordered by the ONRR to pay additional royalties on the specified U.S. federal leases in the amount of $142,000 and restructure its accounting for all federal leases in two counties in New Mexico from March 1, 2004, forward. The Company preliminarily estimates that application of the Order to all of the Company's New Mexico federal leases would result in ONRR claims for up to approximately $23 million of additional royalties plus interest and penalties for the period from March 1, 2004, forward. The preliminary findings and subsequent Order (issued April 25, 2011) are contrary to deductions allowed under previous audits, retroactive in application and inconsistent with the Company’s understanding of industry practice. The Company is vigorously contesting the Order and has requested additional information from the ONRR and the Department to assist the Company in evaluating the ONRR Order and the Department's findings. Management is unable, at this time, to determine a range of reasonably possible losses as a result of this Order, and no amount has been accrued as of December 31, 2012.

Lease Obligations: Alagasco leases the Company's headquarters building over a 25-year term ending January 31, 2024 and the related lease is accounted for as an operating lease. Under the terms of the lease, Alagasco has a renewal option; the lease does not contain a bargain purchase price or a residual value guarantee. Energen's total lease payments included as operating lease expense were $20.9 million, $19.1 million and $18.6 million for the years ended December 31, 2012, 2011 and 2010, respectively. Minimum future rental payments required after 2012 under leases with initial or remaining noncancelable lease terms in excess of one year are as follows:



Years Ending December 31, (in thousands)
2013	2014	2015	2016	2017	2018 and thereafter
$5,144	$4,836	$4,506	$4,141	$3,980	$13,046

Alagasco's total payments related to leases included as operating expense, net of approximately $1.0 million of lease expense paid by Energen each year, were $2.1 million, $2.3 million and $2.1 million for the years ended December 31, 2012, 2011 and 2010, respectively. Minimum future rental payments required after 2012 under leases with initial or remaining noncancelable lease terms in excess of one year are as follows:



Years Ending December 31, (in thousands)
2013	2014	2015	2016	2017	2018 and thereafter
$3,629	$3,858	$3,909	$3,934	$3,980	$13,046

Included in the table above are approximately $17.6 million of payments associated with leasing of the Company’s headquarters, which are expected to be reimbursed to Alagasco by Energen through the remaining term of the related lease. Such amounts are subject to intercompany allocations but are not subject to contractual agreements.

Capital Lease Obligations: During the first quarter of 2012, the Company entered into capital leases related to certain equipment. The following is a schedule of future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of December 31, 2012:



(in thousands)
2013	$	1,743
2014	1,743
2015	145
Total minimum lease payments	3,631
Less amount representing interest	54
Total present value of minimum lease payments	$	3,577