Item 1.01 Entry into a Material Definitive Agreement.
Revolving Credit Agreement Second Amendment
On January 31, 2019, Emerge Energy Services LP (the Partnership), the Partnerships wholly owned subsidiaries Emerge Energy Services Operating LLC and Superior Silica Sands LLC (the Borrowers), PNC Bank, National Association (PNC Bank), as administrative agent and collateral agent, and the other lenders party thereto (together with PNC Bank, the Revolving Lenders) entered into the Forbearance Agreement and Second Amendment to Second Amended and Restated Revolving Credit and Security Agreement (the Revolving Credit Agreement Second Amendment).
The Revolving Credit Agreement Second Amendment provides for the Revolving Lenders to temporarily forbear from exercising certain rights and remedies against the Borrowers in connection with financial covenant defaults under the Second Amended and Restated Revolving Credit and Security Agreement, dated as of January 5, 2018, as amended by the Forbearance and First Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated as of December 31, 2018 (as so amended, the Revolving Credit Agreement) and certain other potential defaults that may occur during the forbearance period.
The foregoing description of the Revolving Credit Agreement Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement Second Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Second Lien Note Purchase Agreement Second Amendment
On January 31, 2019, the Partnership, the Borrowers, HPS Investment Partners, LLC (HPS), as notes agent and collateral agent, and the other noteholders party thereto (together with HPS, the Second Lien Noteholders) entered into the Forbearance Agreement and Second Amendment to Second Lien Note Purchase Agreement (the Second Lien Note Purchase Agreement Second Amendment).
The Second Lien Note Purchase Agreement Second Amendment provides for the Second Lien Noteholders to temporarily forbear from exercising certain rights and remedies against the Borrowers in connection with financial covenant defaults under the Second Lien Note Purchase Agreement, dated as of January 5, 2018, as amended by the Forbearance and First Amendment to Second Lien Note Purchase Agreement, dated as of December 31, 2018 (as so amended, the Second Lien Note Purchase Agreement) and certain other potential defaults that may occur during the forbearance period.
The foregoing description of the Second Lien Note Purchase Agreement Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Lien Note Purchase Agreement Second Amendment, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.