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Related Party Debt
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Related Party Debt Related Party Debt
Consolidated related party debt obligations comprise the following as of the dates indicated:
December 31, 2021December 31, 2020
Outstanding BalanceTotal CapacityAvailable CapacityOutstanding BalanceTotal CapacityAvailable Capacity
Current
Five Year Revolver due December 2022
$400 $1,000 $600 $— $— $— 
Total current debt payable (1)
$400 $1,000 $600 $— $— $— 
Noncurrent
2021 Ten Year Fixed Facility
$600 $600 $— $— $— $— 
Ten Year Fixed Facility
600 600 — 600 600 — 
Seven Year Fixed Facility
600 600 — 600 600 — 
Five Year Revolver due July 2023
494 760 266 494 760 266 
Five Year Revolver due December 2022
— — — 400 1,000 600 
Five Year Fixed Facility (2)
— — — 600 600 — 
2019 Zydeco Revolver (3)
— — — — 30 30 
Unamortized debt issuance costs(2)n/an/a(2)n/an/a
Total noncurrent debt payable$2,292 $2,560 $266 $2,692 $3,590 $896 
Total debt payable$2,692 $3,560 $866 $2,692 $3,590 $896 
(1) The unamortized debt issuance costs for the current debt payable is less than $1 million and is therefore not being reflected in this table.
(2) The Five Year Fixed Facility was terminated in March 2021. See below for additional information.
(3) The 2019 Zydeco Revolver was terminated effective June 30, 2021. See below for additional information.
Interest and fee expenses associated with our borrowings, net of capitalized interest, were $82 million, $90 million and $92 million for 2021, 2020 and 2019, respectively, of which we paid $81 million, $92 million and $88 million, respectively.

Credit Facility Agreements
2021 Ten Year Fixed Facility
On March 16, 2021, we entered into a ten-year fixed rate credit facility with STCW with a borrowing capacity of $600 million (the “2021 Ten Year Fixed Facility”). The 2021 Ten Year Fixed Facility bears an interest rate of 2.96% per annum and matures on March 16, 2031. No issuance fee was incurred in connection with the 2021 Ten Year Fixed Facility. The 2021 Ten Year Fixed Facility contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the maturity date of amounts borrowed under the 2021 Ten Year Fixed Facility.

Ten Year Fixed Facility
On June 4, 2019, we entered into a ten-year fixed rate credit facility with STCW with a borrowing capacity of $600 million (the “Ten Year Fixed Facility”). The Ten Year Fixed Facility bears an interest rate of 4.18% per annum and matures on June 4, 2029. No issuance fee was incurred in connection with the Ten Year Fixed Facility. The Ten Year Fixed Facility contains
customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the maturity date of amounts borrowed under the Ten Year Fixed Facility.

Seven Year Fixed Facility
On July 31, 2018, we entered into a seven-year fixed rate credit facility with STCW with a borrowing capacity of $600 million (the “Seven Year Fixed Facility”). We incurred an issuance fee of $1 million, which was paid on August 7, 2018. The Seven Year Fixed Facility contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the maturity date of amounts borrowed under the Seven Year Fixed Facility.

The Seven Year Fixed Facility bears an interest rate of 4.06% per annum and matures on July 31, 2025.

Five Year Revolver due July 2023
On August 1, 2018, we amended and restated the five year revolving credit facility originally due October 2019 such that the facility will now mature on July 31, 2023 (the “Five Year Revolver due July 2023”). The Five Year Revolver due July 2023 has a borrowing capacity of $760 million and will continue to bear interest at LIBOR plus a margin and we continue to pay interest of 0.19% on any unused capacity. Commitment fees began to accrue beginning on the date we entered into the agreement. There was no issuance fee associated with this amendment. All other material terms and conditions of the Five Year Revolver due July 2023 remain unchanged.
As of December 31, 2021, the annualized weighted average interest rate for the Five Year Revolver due July 2023 was 1.28%.

The Five Year Revolver due July 2023 was originally entered into on November 3, 2014, and provides that loans advanced under the facility can have a term ending on or before its maturity date. 

Five Year Revolver due December 2022
On December 1, 2017, we entered into a five year revolving credit facility with STCW (the “Five Year Revolver due December 2022”) with a borrowing capacity of $1,000 million and paid an issuance fee of $2 million. Borrowings under the Five Year Revolver due December 2022 bear interest at the three-month LIBOR rate plus a margin, or, in the alternative, the percentage rate per annum which is the rate notified to us by STCW in accordance with the terms thereunder before interest is due to be paid in respect of a loan. Additionally, we pay interest of 0.19% on any unused capacity. As of December 31, 2021, the weighted average interest rate for the Five Year Revolver due December 2022 was 1.47%. Commitment fees began to accrue beginning on the date we entered into the agreement. The Five Year Revolver due December 2022 matures on December 1, 2022.

Five Year Fixed Facility
On March 1, 2017, we entered into a Loan Facility Agreement with STCW with a borrowing capacity of $600 million (the “Five Year Fixed Facility”). In March 2021, the Five Year Fixed Facility was replaced and repaid by the borrowings under the 2021 Ten Year Fixed Facility. In consideration for STCW’s consent to the prepayment of the Five Year Fixed Facility, the Partnership incurred a fee of approximately $2 million, which was paid on March 23, 2021. The Five Year Fixed Facility automatically terminated in connection with the prepayment.

Zydeco Revolving Credit Facility Agreement
On August 1, 2019, Zydeco entered into a senior unsecured revolving loan facility agreement with STCW, effective August 6, 2019 (the “2019 Zydeco Revolver”). The 2019 Zydeco Revolver had a borrowing capacity of $30 million. On June 30, 2021, Zydeco entered into a termination of revolving loan facility agreement with STCW to terminate the 2019 Zydeco Revolver. Zydeco had not borrowed any funds under this facility, and therefore, no further obligations existed at the time of termination.

Borrowings and Repayments
Borrowings under the Five Year Revolver due July 2023 and the Five Year Revolver due December 2022 bear interest at the three-month LIBOR rate plus a margin or, in certain instances (including if LIBOR is discontinued) at an alternate interest rate as described in each respective revolver. LIBOR is being discontinued globally, and as such, a new benchmark will take its place. We are in discussion with our Parent to further clarify the reference rate(s) applicable to our revolving credit facilities once LIBOR is discontinued, and once determined, will assess the financial impact, if any.
Borrowings under these revolving credit facilities approximate fair value as the interest rates are variable and reflective of market rates, which results in Level 2 instruments. The fair value of our fixed rate credit facilities is estimated based on the published market prices for issuances of similar risk and tenor and is categorized as Level 2 within the fair value hierarchy. As of December 31, 2021, the carrying amount and estimated fair value of total debt (before amortization of issuance costs) was $2,694 million and $2,849 million, respectively. As of December 31, 2020, the carrying amount and estimated fair value of total debt (before amortization of issuance costs) was $2,694 million and $2,928 million, respectively.

The 2021 Ten Year Fixed Facility was fully drawn on March 23, 2021, and the borrowings were used to repay the borrowings under, and replace, the Five Year Fixed Facility. In consideration for STCW’s consent to the prepayment of the Five Year Fixed Facility, the Partnership incurred a fee of approximately $2 million, which was paid on March 23, 2021. The Five Year Fixed Facility automatically terminated in connection with the prepayment.

The Ten Year Fixed Facility was fully drawn on June 6, 2019 to partially fund the June 2019 Acquisition.

Borrowings and repayments under our credit facilities for 2021, 2020 and 2019 are disclosed in our consolidated statements of cash flows. See Note 3 — Acquisitions and Other Transactions for additional information regarding our use of borrowings if applicable to the period. See Note 11 – (Deficit) Equity for additional information regarding the source of our repayments, if applicable to the period.

Covenants
Under the 2021 Ten Year Fixed Facility, the Ten Year Fixed Facility, the Seven Year Fixed Facility, the Five Year Revolver due July 2023 and the Five Year Revolver due December 2022, we have agreed, amongst other things:

•to restrict additional indebtedness not loaned by STCW;
•to give the applicable facility pari passu ranking with any new indebtedness; and
•to refrain from securing our assets except as agreed with STCW.
These facilities also contain customary events of default, such as nonpayment of principal, interest and fees when due and violation of covenants, as well as cross-default provisions under which a default under one credit facility may trigger an event of default in another facility with the same borrower. Any breach of covenants included in our debt agreements that 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 default on or seek to renegotiate these debt arrangements with our related party lender and/or obtain new financing from other sources. As of December 31, 2021, we were in compliance with the covenants contained in our credit facilities.