LONG-TERM DEBT

Following is a summary of our long-term debt:



	As of December 31,
	2015			2014

	($ in thousands)
Revolving credit facility
Principal	$	302,063		$	221,864
Deferred financing costs, net	(6,125		)	(4,841		)
Other notes	—			53
Total debt	295,938			217,076
Less current portion	—			53
Long-term portion	$	295,938		$	217,023

Revolving Credit Facility

On May 14, 2013, we entered into a $150 million revolving credit and security agreement (as amended and restated, the “Credit Agreement”) among Emerge Energy Services LP, as parent guarantor, each of its subsidiaries, as borrowers (the “Borrowers”), and PNC Bank, National Association, as administrative agent and collateral agent. Substantially all of the assets of the Borrowers are pledged as collateral under the Credit Agreement.

On December 10, 2013, we amended the Credit Agreement to revise certain definitions and to increase the commitment amount for our revolving loan credit facility to $200 million.

On June 27, 2014, we amended and restated the Credit Agreement to, among other things:


•	increase our revolving credit facility (the “Credit Facility”) to $350 million, which we may increase from time to time upon our satisfaction of certain conditions by up to an aggregate of $150 million;


•	increase the sublimit for the issuance of letters of credit to $30 million;


•	revise financial covenants as discussed below; and


•	extend the maturity date to June 27, 2019.

We also incur a commitment fee of 0.375% on committed amounts that are neither used for borrowings nor under letters of credit.

In May 2013, we initially borrowed $112.7 million to (i) make distributions of $17.0 million to Superior Silica Holdings LLC (“SSH”) and to fund the cash payment in the Direct Fuels acquisition amounting to $22.2 million; and, (ii) repay $73.5 million of existing SSH debt. As part of the original Credit Agreement, we incurred $3.6 million of direct financing costs for professional and legal fees, which we recorded as deferred financing cost. We subsequently incurred $0.1 million and $2.5 million in deferred financing costs related to amendments in 2013 and 2014, respectively.

The Credit Agreement contains various covenants and restrictive provisions and requires maintenance of financial covenants as follows:


•	an interest coverage ratio (as defined in the Credit Agreement) of not less than 3.00 to 1.00; and


•	a total leverage ratio (as defined in the Credit Agreement) of not greater than 3.00 to 1.00. On April 6, 2015, we entered into an amendment to the Credit Agreement that increased this leverage ratio to 3.50 to 1.00.

On September 30, 2015, our total leverage ratio exceeded the threshold of 3.50 to 1.00. We were in compliance with all other covenants at that time. We advised the lenders under the Credit Agreement when we became aware of the potential covenant breach, and on October 19, 2015, we entered into a limited waiver to the Credit Agreement whereby the lenders waived any default or right to exercise any remedy as a result of our failure to be in compliance with the leverage covenant for the fiscal quarter ended September 30, 2015. As consideration for the waiver, we agreed to not make any repurchases of or quarterly cash distributions on our common units prior to November 13, 2015 and to limit the aggregate amount of advances made under the Credit Agreement between October 19, 2015 and November 13, 2015 to no more than $25 million. On November 12, 2015, we entered into a second limited waiver to the Credit Agreement which extended the period of the waiver granted until November 20, 2015.

On November 18, 2015, we, PNC Bank, National Association, as agent, and the lenders entered into the Second Amendment to the Credit Agreement (the “Second Amendment”). The Second Amendment, among other things, forgoes the application of the total leverage ratio and interest coverage ratio covenants until the earlier of June 30, 2018 or such time as our total leverage ratio is less than 3.50 to 1.00 as of the end of any two consecutive fiscal quarters (the “ratio compliance date”). Prior to the ratio compliance date, we will be subject to the following covenants and restrictions:


•	the $350 million total aggregate commitment under the Credit Agreement will be reduced in an amount equal to the net proceeds of any notes offerings we may make in the future;


•	we will be required to maintain at least $25 million of excess availability (as defined in the Credit Agreement) under the Credit Agreement; and


•	we will be required to generate consolidated EBITDA in certain minimum amounts beginning with the quarter ending December 31, 2015 and rolling forward thereafter.

In addition, the Second Amendment increases the interest rates applicable to borrowings under the Credit Agreement to either, (at our option) (i) LIBOR plus 4.25% or (ii) the base rate plus 3.25%. The Second Amendment also provides for the following covenants and restrictions:


•	our subsidiaries will be restricted from making distributions to us (to permit us to make distributions to unitholders) if, after giving pro forma effect to such distribution, our total leverage ratio would be greater than or equal to 4.00 to 1.00 or the excess availability under the Credit Agreement would be less than the greater of $43.75 million or 12.5% of the total aggregate commitments;


•	we will be restricted from entering into certain substantial acquisition or merger agreements with third-party businesses or making certain other investments;


•	through March 31, 2019, our capital expenditures for growth and maintenance will be restricted and may not exceed certain amounts per quarter;

At December 31, 2015, we were in compliance with our loan covenants and had undrawn availability under the Credit Facility totaling $39.1 million. At December 31, 2015, our outstanding borrowings under the Credit Agreement bore interest at a weighted-average rate of 5.08%.