LONG-TERM DEBT

Our long-term debt consisted of the following (in thousands):



	March 31, 2013		December 31, 2012
SemGroup corporate revolving credit facility	$	23,500	$	201,500
Rose Rock credit facility	152,500		4,500
SemMexico credit facility	4,542		—
Capital leases	81		86
Total long-term debt	$	180,623	$	206,086
less: current portion of long-term debt	4,567		24
Noncurrent portion of long-term debt	$	176,056	$	206,062

SemGroup corporate credit agreement

Our revolving credit facility had a capacity of $300 million at March 31, 2013. This capacity may be used either for cash borrowings or letters of credit, although the maximum letter of credit capacity is $250 million. At March 31, 2013, we had outstanding cash borrowings of $23.5 million on this facility and outstanding letters of credit of $5.1 million

At March 31, 2013, $23.5 million of our outstanding cash borrowings incurred interest at the alternate base rate (“ABR”) of 4.75%, calculated as the prime rate of 3.25% plus a margin of 1.5%.

At March 31, 2013, the commitment rate in effect on letters of credit was 2.5%. In addition, a fronting fee of 0.25% is charged on outstanding letters of credit. A commitment fee of 0.5% is charged on any unused capacity on the revolving credit facility.

At March 31, 2013, $3.2 million in capitalized loan fees, net of accumulated amortization, was recorded in other noncurrent assets, which is being amortized over the life of the facility.

We recorded interest expense related to the SemGroup revolving credit facility of $1.2 million and $1.5 million for the three months ended March 31, 2013 and 2012, respectively, including amortization of debt issuance costs.

At March 31, 2013, we were in compliance with the terms of the credit agreement.

On April 22, 2013, the credit agreement was amended to (i) permit the increase of the facility by up to an additional $300 million subject to satisfaction of certain conditions, (ii) remove the restriction limiting unsecured senior or subordinated indebtedness to $200 million, while establishing certain requirements for obtaining unsecured senior or subordinated indebtedness of $200 million or more and (iii) establish less restrictive leverage covenants.

On May 3, 2013, we elected to increase the credit facility capacity by $200 million, for a total capacity of $500 million. The facility can be increased by an additional $100 million. In connection with the increase, we recorded $2.2 million of capitalized loan fees which will be amortized over the remaining life of the facility.

The credit agreement is guaranteed by all of our material domestic subsidiaries (except for SemCrude Pipeline. L.L.C. and Rose Rock Midstream. L.P. and its subsidiaries) and secured by a lien on substantially all of our property and assets, subject to customary exceptions.

Rose Rock credit facility

At March 31, 2013, there were $152.5 million revolving cash borrowings outstanding on this facility, of which $52.5 million incurred interest at the ABR plus an applicable margin, and $100 million incurred interest at the Eurodollar rate plus an applicable margin. The interest rate in effect at March 31, 2013 on $52.5 million of ABR borrowings was 5.0%. The interest rate in effect at March 31, 2013 on $100 million of Eurodollar rate borrowings was 3.04%.

We had $48.9 million in outstanding letters of credit, and the rate in effect was 2.75%. In addition, a fronting fee of 0.25% is charged on outstanding letters of credit. A commitment fee that ranges from 0.375% to 0.50%, depending on a leverage ratio specified in the credit agreement, is charged on any unused capacity of the revolving credit facility.

On January, 11, 2013, the credit facility capacity was increased to $385 million and Rose Rock borrowed $133.5 million in connection with the purchase of a 33% interest in SemCrude Pipeline, L.L.C. from SemGroup and to pay transaction related expenses. The facility can be increased by an additional $165 million. Approximately $1.6 million of related costs have been capitalized and will be amortized over the remaining life of the facility.

We had $6.1 million of Secured Bilateral Letters of Credit outstanding at March 31, 2013. The interest rate in effect was 1.75% on $1.1 million and 2.0% on $5.0 million. Secured Bilateral Letters of Credit are external to the facility and do not reduce revolver availability.

We recorded $2.0 million and $0.5 million of interest expense related to this facility during the three months ended March 31, 2013 and 2012, respectively, including amortization of debt issuance costs.

At March 31, 2013, $2.9 million in capitalized loan fees, net of accumulated amortization, was recorded in other noncurrent assets, which is being amortized over the life of the facility.

At March 31, 2013, we were in compliance with the terms of the credit agreement.

SemMexico facilities

On July 13, 2012, SemMexico entered into a credit agreement that allows SemMexico to borrow up to 56 million Mexican pesos (U.S. $4.5 million at the March 31, 2013 exchange rate) at any time during the term of the facility, which matures in July 2013. Borrowings are unsecured and bear interest at the bank prime rate in Mexico plus 1.7%. At March 31, 2013, there were borrowings of 56 million Mexican pesos (U.S. $4.5 million at the March 31, 2013 exchange rate) outstanding on this facility and the interest rate in effect was 6.03%.

On June 13, 2012, SemMexico entered into a credit agreement that allows SemMexico to borrow up to 44 million Mexican pesos (U.S. $3.6 million at the March 31, 2013 exchange rate) at any time during the term of the facility, which matures in June 2015. Borrowings are unsecured and bear interest at the bank prime rate in Mexico plus 2.0%. At March 31, 2013, there were no outstanding borrowings on this facility.

SemMexico also has outstanding letters of credit of 292.8 million Mexican pesos at March 31, 2013 (U.S. $23.7 million at the March 31, 2013 exchange rate). Fees are generally charged on outstanding letters of credit at a rate of 0.5%.

SemMexico recorded interest expense of $7.0 thousand and $0.1 million during the three months ended March 31, 2013 and 2012, respectively, related to these facilities.

At March 31, 2013, we were in compliance with the terms of these facilities.

Capitalized interest

During the three months ended March 31, 2013 and 2012, we capitalized interest from our credit facilities of $0.9 million and $0.1 million, respectively.

Fair value

We estimate that the fair value of our long-term debt was not materially different than the recorded values at March 31, 2013, and is categorized as a Level 3 measurement. It is our belief that neither the market interest rates nor our credit profile have changed significantly enough to have had a material impact on the fair value of our debt outstanding at March 31, 2013.