Related Party Debt

Consolidated related party debt obligations comprise the following as of the dates indicated:



	March 31, 2017			December 31, 2016
Five Year Fixed Facility, fixed rate, due March 1, 2022⁽¹⁾	$	—		$	—
Five Year Revolver, variable rate, due October 31, 2019 ⁽²⁾	686.9			686.9
Zydeco Revolver, variable rate, due August 6, 2019⁽³⁾	—			—
364-Day Revolver, variable rate, expired March 1, 2017 ⁽⁴⁾	—			—
Unamortized debt issuance costs	(1.6		)	(0.9		)
Debt payable – related party	$	685.3		$	686.0


⁽¹⁾	As of March 31, 2017, the entire $600.0 million capacity was available under the Five Year Fixed Facility.

⁽²⁾ As of March 31, 2017, availability under the $760.0 million Five Year Revolver was $73.1 million.

⁽³⁾As of March 31, 2017, the entire $30.0 million capacity was available under the Zydeco Revolver.

⁽⁴⁾ As of March 31, 2017, the 364-Day Revolver has expired.

For three months ended March 31, 2017 and 2016, interest and fee expenses associated with our borrowings were approximately $4.0 million and $2.1 million, respectively.

On March 29, 2016, we used cash on hand and net proceeds from sales of common units to third parties to repay $272.6 million of borrowings outstanding under the Five Year Revolver (as defined below) and all $137.4 million of borrowings outstanding under the 364-Day Revolver (as defined below). There were no additional borrowings or repayments during the quarter ended March 31, 2017.

Credit Facility Agreements

Five Year Fixed Facility

On March 1, 2017 we entered into a Loan Facility Agreement with STCW with a borrowing capacity of $600.0 million (the “Five Year Fixed Facility”). The Five Year Fixed Facility provides for covenants such as restricting additional indebtedness above certain levels for debt not loaned by STCW, requiring pari passu ranking with any new indebtedness, restrictions on creating security over the assets other than agreed by STCW and contains customary events of default, such as nonpayment of principal when due, nonpayment of interest, fees or other amounts, violation of covenants, we cease to be controlled directly or indirectly by Shell, and cross-payment default (due to indebtedness in excess of $100.0 million). We may not repay or prepay amounts borrowed without the consent of the lender and amounts repaid or prepaid may not be re-borrowed.

We incurred an issuance fee of $0.7 million, which was paid on March 7, 2017. The Five Year Fixed Facility bears a fixed interest rate of 3.23% per annum. The Five Year Fixed Facility matures on March 1, 2022.

Five Year Revolver

On November 3, 2014, we entered into a five year revolving credit facility (the "Five Year Revolver") with STCW with an initial borrowing capacity of $300.0 million. On May 12, 2015, we amended and restated the Five Year Revolver to increase the borrowing capacity amount to $400.0 million and on September 27, 2016, we further amended and restated the Five Year Revolver to increase the amount of the facility to $760.0 million. In connection with the latest amendment and restatement of the Five Year Revolver, we paid an issuance fee of $0.6 million.

The Five Year Revolver, as amended and restated, provides for covenants such as restricting additional indebtedness above certain levels and requiring pari passu ranking with any new indebtedness, and contains customary events of default, such as nonpayment of principal when due, nonpayment of interest, fees or other amounts, violation of covenants, and cross-payment default (due to indebtedness in excess of $100.0 million). Additionally, the Five Year Revolver provides that loans advanced under the facility can have a term ending on or before its maturity date.

Borrowings under the Five Year Revolver bear interest at the three-month LIBOR rate plus a margin. For the three months ended March 31, 2017, the weighted average interest rate for the Five Year Revolver was 2.3%. The Five Year Revolver also provides for customary fees, including administrative agent fees and commitment fees. Commitment fees began to accrue beginning on the date we entered into the Revolver agreement. The Five Year Revolver matures on October 31, 2019.

364-Day Revolver

On June 29, 2015, in connection with the acquisition done in July 2015, we entered into a second revolving credit facility (the “364-Day Revolver”) with STCW as lender with an initial borrowing capacity of $100.0 million and on November 11, 2015, we amended and restated the 364-Day Revolver to increase the borrowing capacity amount to $180.0 million. The 364-Day Revolver expired as of March 1, 2017.

Zydeco Revolving Credit Facility Agreement

On August 6, 2014, Zydeco entered into a senior unsecured revolving credit facility agreement with STCW (the “Zydeco Revolver”). The facility has a borrowing capacity of $30.0 million. Loans advanced under the agreement have up to a six-month term. The credit agreement governing the Zydeco Revolver provides for covenants such as requiring pari passu ranking with any new indebtedness and contains customary events of default, such as nonpayment of principal when due, nonpayment of interest, fees or other amounts, violation of covenants, and cross-payment default (due to indebtedness in excess of $100.0 million).

Borrowings under the credit facility bear interest at the three-month LIBOR rate plus a margin. As of March 31, 2017, the interest rate for the Zydeco Revolver was 2.6%. The Zydeco Revolver also requires payment of customary fees, including issuance and commitment fees. The Zydeco Revolver matures on August 6, 2019.

Any breach of covenants included in our debt agreements which could result in our related party lender demanding payment of the unpaid principal and interest balances will have a material adverse effect upon us and would likely require us to seek to renegotiate these debt arrangements with our related party lender and/or obtain new financing from other sources. As of March 31, 2017, we were in compliance with the covenants contained in the Five Year Fixed Facility and the Five Year Revolver, and Zydeco was in compliance with the covenants contained in the Zydeco Revolver.