DEBT

Our total debt at June 30, 2013 and December 31, 2012 was comprised of the following (in thousands):



Debt, including current maturities:	June 30, 2013			December 31, 2012
Revolving Credit Facility	$	544,000		$	—
5.875% TLLP Senior Notes due 2020	350,000			350,000
Capital lease obligations	8,870			4,032
Total Debt	902,870			354,032
Current maturities	(314		)	(110		)
Debt, less current maturities	$	902,556		$	353,922

Revolving Credit Facility. We amended our Revolving Credit Facility on both January 4, 2013 (the "January Amendment") and May 22, 2013. As of June 30, 2013, our Revolving Credit Facility provided for total loan availability of $575.0 million, and we are allowed to request that the loan availability be increased up to an aggregate of $650.0 million, subject to receiving increased commitments from the lenders. As a result of the January Amendment, our Eurodollar margin and base rate margin decreased 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. 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 borrowed $544.0 million at the initial rate of 2.19%, per annum on May 30, 2013, to fund our acquisition of the Carson Terminal Assets. We had $544.0 million of borrowings and $0.3 million in letters of credit outstanding under the Revolving Credit Facility, resulting in a total unused loan availability of $30.7 million, or 5%, of the borrowing capacity as of June 30, 2013. The Revolving Credit Facility is scheduled to mature on December 31, 2017. See Note B for further information related to borrowings on our Revolving Credit Facility in connection with the Carson Terminal Assets Acquisition.

The Revolving Credit Facility, at June 30, 2013, 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)	0.19%	2.00%	3.25%	1.00%	0.375%

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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.

Senior Notes due 2021. Effective August 1, 2013, the Partnership completed a private offering of $550.0 million aggregate principal amount of 6.125% Senior Notes due 2021 (the "Senior Notes due 2021"). The proceeds of this offering were used to repay the amounts outstanding under our Revolving Credit Facility, which amounts were used to fund a portion of the Carson Terminal Assets Acquisition, and to pay a portion of the fees and expenses related to the offering of the Senior Notes due 2021. The Senior Notes due 2021 have no sinking fund requirements. We may redeem some or all of the Senior Notes due 2021, prior to October 15, 2016, at a make-whole price plus accrued and unpaid interest and Special Interest, if any. On or after October 15, 2016, the Senior Notes due 2021 may be redeemed at premiums equal to 104.594% through October 15, 2017; 103.063% from October 15, 2017 through October 15, 2018; 101.531% from October 15, 2018 through October 15, 2019; 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 106.125% percent of face value with proceeds from certain equity issuances through October 15, 2016. The Senior Notes due 2021 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 due 2021. The Senior Notes due 2021 also contain customary terms, events of default and covenants for an issuance of non-investment debt grade securities. The Senior Notes due 2021 are unsecured and guaranteed by all of our domestic subsidiaries, except Tesoro Logistics Finance Corp., the co-issuer of the Senior Notes due 2021, and are non-recourse to Tesoro, except for TLGP.