DEBT

Our total debt at December 31, 2012 and 2011 was comprised of the following (in thousands):



Debt, including current maturities:	December 31, 2012		December 31, 2011
Revolving Credit Facility	$	—	$	50,000
5.875% Senior Notes due 2020	350,000		—
Capital lease obligations	4,032		—
Total Debt	354,032		50,000
Less: Current maturities	110		—
Debt, less current maturities	$	353,922	$	50,000

The aggregate maturities of our debt, including the principal payments of our capital lease obligations, for each of the next five years following December 31, 2012 were: 2013 - $0.1 million; 2014 - $0.2 million; 2015 - $0.1 million; 2016 - $0.2 million; and 2017 - $0.2 million.

Revolving Credit Facility. We amended our Revolving Credit Facility in both March and August of 2012. As of December 31, 2012, our Revolving Credit Facility provided for total loan availability of $300.0 million. The Revolving Credit Facility is non-recourse to Tesoro, except for TLGP and is guaranteed by all of our subsidiaries and secured by substantially all of our assets. Borrowings are available under the Revolving Credit Facility up to the total loan availability of the facility. We had no borrowings and $0.3 million in letters of credit outstanding under the Revolving Credit Facility, resulting in a total unused loan availability of $299.7 million or 99% of the borrowing capacity as of December 31, 2012.

Our Revolving Credit Facility, as of December 31, 2012, was subject to the following expenses and fees:



Credit Facility	30 day Eurodollar (LIBOR) Rate	Eurodollar Margin	Base Rate	Base Rate Margin	Commitment Fee (unused portion)
TLLP Revolving Credit Facility (a)	0.21%	3.25%	3.25%	2.25%	0.50%

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(a) We have the option to elect if the borrowings will bear interest at either a base rate plus the base rate margin, or a Eurodollar rate, for the applicable period, plus the Eurodollar margin at the time of the borrowing. The applicable margin varies based upon a certain leverage ratio, as defined by the Revolving Credit Facility. We also incur commitment fees for the unused portion of the Revolving Credit Facility at an annual rate. Letters of credit outstanding under the Revolving Credit Facility incur fees at the Eurodollar margin rate.

Effective January 4, 2013, we amended and restated our revolving credit agreement (the "Amended and Restated Revolving Credit Facility") to increase commitments under the facility from $300.0 million to $500.0 million and to allow us to request that the loan availability be increased up to an aggregate of $650.0 million, subject to receiving increased commitments from the lenders. Further, the Amended and Restated Revolving Credit Facility decreases our Eurodollar margin and base rate margins between 0.5% to 1.0%, depending on our leverage ratio, and includes a provision that allows a temporary increase in certain of our financial covenants in the event of a material acquisition. As of February 21, 2013, the total capacity under the Amended and Restated Revolving Credit Facility was $500.0 million. The Amended and Restated Revolving Credit Facility is scheduled to mature on December 31, 2017.

Senior Notes. Effective September 14, 2012, the Partnership completed a private offering of $350.0 million aggregate principal amount of 5.875% Senior Notes due 2020 (the "Senior Notes"). The proceeds of this offering were used to fund the Long Beach Assets Acquisition, repay the outstanding balance on our Revolving Credit Facility and fund a portion of the Anacortes Rail Facility Acquisition.

The Senior Notes have no sinking fund requirements. We may redeem some or all of the Senior Notes, prior to October 1, 2016, at a make-whole price plus accrued and unpaid interest. On or after October 1, 2016, the Senior Notes may be redeemed at premiums equal to 2.938% through October 1, 2017; 1.469% from October 1, 2017 through October 1, 2018; and at par thereafter, plus accrued and unpaid interest in all circumstances. We will have the right to redeem up to 35% of the aggregate principal amount at 105.875% of face value with proceeds from certain equity issuances through October 1, 2015.

The Senior Notes are subject to a registration rights agreement under which we have agreed to exchange the notes for registered publicly-traded notes having substantially identical terms as the Senior Notes. The Senior Notes also contain customary terms, events of default and covenants. The Senior Notes are unsecured and guaranteed by all of our domestic subsidiaries, except Tesoro Logistics Finance Corp., the co-issuer of the Senior Notes.

Capital Lease Obligations. Our capital lease obligation relates to the lease of a facility used for trucking operations in North Dakota with an initial term of 15 years, with five-year renewal options. The total cost of assets under the capital lease was $4.1 million with an immaterial amount of accumulated amortization at December 31, 2012. We include amortization of the cost of assets under capital leases in depreciation and amortization expenses in our statements of combined consolidated operations. Future minimum annual lease payments, including interest, as of December 31, 2012 for the capital lease were (in thousands):



2013	$	394
2014	394
2015	394
2016	394
2017	397
Thereafter	4,516
Total minimum lease payments	6,489
Less amount representing interest	2,457
Capital lease obligations	$	4,032