NOTE 7 CREDIT FACILITIES AND LONG-TERM DEBT

December 31 (millions of dollars)	2012	2011


Senior Credit Facility due 2017	312	363
4.65% Senior Notes due 2021	349	349
6.89% Series C Senior Notes due 2012	–	3
3.82% Series D Senior Notes due 2017	27	27

	688	742
Less: current portion of long-term debt	3	3

	685	739

The Partnership's Senior Credit Facility consists of a $500 million senior revolving credit facility with a banking syndicate, maturing November 20, 2017, under which $312 million was outstanding at December 31, 2012 (2011 – $363 million), leaving $188 million available for future borrowing.

On July 13, 2011, the Partnership closed an amendment to its Senior Credit Facility increasing the senior revolving credit facility from $250 million to $500 million, and extending the maturity date of the senior revolving credit facility to July 2016 from December 2011. On November 20, 2012, the Senior Credit Facility was further amended, extending the maturity date to November 2017. At the Partnership's option, the interest rate on the outstanding borrowings under the Senior Credit Facility may be lenders' base rate or the London Interbank Offered Rate (LIBOR) plus, in either case, an applicable margin that is based on the Partnership's long-term unsecured credit ratings. The Senior Credit Facility permits the Partnership to specify the portion of the borrowings to be covered by specific interest rate options and, for LIBOR-based borrowings, to specify the interest rate period. The Partnership is required to pay a commitment fee based on its credit rating and on the unused principal amount of the commitments under the Senior Credit Facility. The Senior Credit Facility has a feature whereby at any time, so long as no event of default has occurred and is continuing, the Partnership may request an increase in the Senior Credit Facility of up to $250 million, but no lender has an obligation to increase their respective share of the facility.

The LIBOR-based interest rate on the Senior Credit Facility averaged 1.61 percent for the year ended December 31, 2012. The interest rate was 1.47 percent at December 31, 2012.

The LIBOR-based interest rate on the Senior Credit Facility averaged 0.86 percent for the year ended December 31, 2011. After hedging activity, the LIBOR-based interest rate incurred on the Senior Credit Facility averaged 4.07 percent for the year ended December 31, 2011. Prior to the hedging activities, the LIBOR-based interest rate was 1.65 percent at December 31, 2011. As of December 31, 2012 there were no interest rate hedges in place.

On June 17, 2011, the Partnership closed a $350 million public debt offering of 10-year, senior unsecured notes with an interest rate of 4.65 percent. Proceeds were used to repay funds borrowed under the Partnership's bridge loan facility and to partially repay borrowings under our existing Senior Credit Facility. The senior notes mature June 15, 2021.

On May 3, 2011, the Partnership entered into an agreement with SunTrust Robinson Humphrey, Inc., as Arranger, for a 364-day senior unsecured bridge loan facility for up to $400 million to fund the GTN and Bison Acquisitions. Borrowings under the bridge loan facility bore interest based, at the Partnership's election, on the lenders' base rate or the LIBOR plus in either case, an applicable margin. On May 3, 2011, the Partnership drew $61 million to partially fund the GTN and Bison Acquisitions. Please see Note 6 for more details on the Acquisitions. On June 17, 2011, the Partnership repaid the $61 million draw, and the bridge loan facility was cancelled. The interest rate on the loan made under the bridge loan facility was 1.7 percent.

At December 31, 2012, the Partnership was in compliance with its financial covenants, in addition to the other covenants which include restrictions on entering into mergers, consolidations and sales of assets, granting liens, material amendments to the second amended and restated agreement of limited partnership (Partnership Agreement), incurring additional debt and distributions to unitholders.

Series D Senior Notes are secured by Tuscarora's transportation contracts, supporting agreements and substantially all of Tuscarora's property. The note purchase agreements contain certain provisions that include, among other items, limitations on additional indebtedness and distributions to partners.

The principal repayments required by the Partnership on the long-term debt are as follows:

(millions of dollars)


2013		3
2014		4
2015		4
2016		4
2017		324
Thereafter		349

		688