Long-Term Debt | Long-Term Debt Long-term debt consisted of the following: September 30, 2017 December 31, 2016 Revolving Credit Agreement $ — $ — Term Loan Credit Facility 193,000 194,500 Less: Unamortized original issue discount (1,035 ) (1,247 ) Less: Unamortized debt issuance costs (2,926 ) (3,538 ) Other notes payable 4,191 6,705 Total debt 193,230 196,420 Less: current portion of long-term debt (3,137 ) (2,962 ) Long-term debt $ 190,093 $ 193,458 Revolving Credit Agreement On April 28, 2014, the Partnership entered into an amended and restated credit agreement (the "Revolving Credit Agreement"), which matures on April 28, 2019 . On April 28, 2016, the Partnership entered into a third amendment (the "Third Amendment"). On August 31, 2016, the Partnership entered into a fourth amendment to the Revolving Credit Agreement, which allowed for the Blair Contribution. On March 3, 2017, the Partnership entered into a fifth amendment to the Revolving Credit Agreement, which allowed for the Whitehall Contribution and the acquisition of Permian Basin Sand. On October 12, 2017 , the Partnership entered into a sixth amendment to the Revolving Credit Agreement, which allows the Partnership for repurchases of common units up to $20,000 (see Note 13 - Subsequent Events ). As of September 30, 2017 , the Revolving Credit Agreement, as amended, is a senior secured revolving credit facility that permits aggregate borrowings of up to $75,000 , including a $25,000 sublimit for letters of credit and a $10,000 sublimit for swing line loans. The outstanding balance under the Revolving Credit Agreement was paid in full during the second quarter of 2016. As of September 30, 2017 , we had $58,234 of undrawn borrowing capacity ( $75,000 , net of $16,766 letter of credit commitments) and no indebtedness under our Revolving Credit Agreement. Borrowings under the Revolving Credit Agreement, as amended, bear interest at a rate equal to, at the Partnership's option, either (1) a base rate plus an applicable margin ranging between 1.25% per annum and 2.50% per annum, based upon the Partnership's leverage ratio, or (2) a Eurodollar rate plus an applicable margin ranging between 2.25% per annum and 3.50% per annum, based upon the Partnership's leverage ratio. The Revolving Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate, and dispose of assets. The Revolving Credit Agreement also requires compliance with customary financial covenants, which is a maximum leverage ratio of 4.5 x for the six months ending September 30, 2017 annualized, 4.0 x for the nine months ending December 31, 2017 annualized, and 3.5 x for the twelve months ending March 31, 2018 and thereafter, and a minimum interest coverage ratio, as defined, of 2.5 x for each fiscal quarter ending on or after June 30, 2017. We are in compliance with the covenants contained in the Revolving Credit Agreement. Our ability to comply with such covenants in the future, and access our undrawn borrowing capacity under our Revolving Credit Agreement, is dependent primarily on achieving certain levels of EBITDA, as defined. The Third Amendment also provides for an "equity cure" that can be applied to EBITDA covenant ratios for 2017 and all future periods. On January 4, 2017, the Partnership entered into an equity distribution program with certain financial institutions (each, a "Manager") under which we may sell, from time to time, through or to the Managers, common units representing limited partner interests in the Partnership up to an aggregate gross sales price of $50,000 (see Note 8 - Equity ). The Revolving Credit Agreement contains customary events of default (some of which are subject to applicable grace or cure periods), including among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, and material judgment defaults. Such events of default could entitle the lenders to cause any or all of the Partnership’s indebtedness under the Revolving Credit Agreement to become immediately due and payable. If such a default were to occur, and resulted in a cross default of the Term Loan Credit Agreement, as described below, all of our outstanding debt obligations could be accelerated which would have a material adverse impact on the Partnership. The Revolving Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership's subsidiaries have guaranteed the Partnership's obligations under the Revolving Credit Agreement and have granted to the revolving lenders security interests in substantially all of their respective assets. Term Loan Credit Facility On April 28, 2014, the Partnership entered into a credit agreement (the "Term Loan Credit Agreement") providing for a senior secured term loan credit facility (the "Term Loan Credit Facility") that permits aggregate borrowings of up to $200,000 , which has been fully drawn on April 28, 2014. The Term Loan Credit Agreement permits the Partnership, at its option, to add one or more incremental term loan facilities in an aggregate amount not to exceed $100,000 . Any incremental term loan facility would be on terms to be agreed among the Partnership, the administrative agent and the lenders who agree to participate in the incremental facility. The maturity date of the Term Loan Credit Facility is April 28, 2021 . The Term Loan Credit Agreement is secured by substantially all assets of the Partnership. In addition, the Partnership’s subsidiaries have guaranteed the Partnership’s obligations under the Term Loan Credit Agreement and have granted to the lenders security interests in substantially all of their respective assets. Borrowings under the Term Loan Credit Agreement bear interest at a rate equal to, at the Partnership’s option, either (1) a base rate plus an applicable margin of 2.75% per annum or (2) a Eurodollar rate plus an applicable margin of 3.75% per annum, subject to a LIBOR floor of 1.00% . The Term Loan Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including limits or restrictions on the Partnership’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. In addition, it contains customary events of default that entitle the lenders to cause any or all of the Partnership’s indebtedness under the Term Loan Credit Agreement to become immediately due and payable. The events of default (some of which are subject to applicable grace or cure periods), include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. As of September 30, 2017 , we were in compliance with the terms of the agreement. As of September 30, 2017 , we had $189,039 indebtedness ( $193,000 , net of $1,035 of discounts and $2,926 of debt issuance costs) under our Term Loan Credit Facility, which carried an interest rate of 5.05% . Other Notes Payable On October 24, 2014, the Partnership entered into a purchase and sales agreement to acquire land and underlying frac sand deposits. During each of the years ended December 31, 2016, 2015 and 2014, the Partnership paid cash consideration of $2,500 , and issued a three -year promissory note in the amount of $3,676 , respectively, in connection with this agreement. The promissory notes accrue interest at rates equal to the applicable short-term federal rates. All principal and accrued interest is due and payable at the end of the respective three-year promissory note terms in December 2019, December 2018 and October 2017. However, the promissory notes are prepaid on a quarterly basis during the three-year terms as sand is extracted, delivered, sold and paid for from the properties. The Partnership made prepayments of $1,032 and $917 during the three months ended September 30, 2017 and 2016 , respectively, and $2,514 and $2,851 during the nine months ended September 30, 2017 and 2016 , respectively, based on the accumulated volume of sand extracted, delivered, sold and paid for. In October 2017, the Partnership made a prepayment of $1,137 based on the volume of sand extracted, delivered, sold and paid for through the third quarter of 2017 . As of September 30, 2017 , the Partnership had repaid in full the promissory note due in October 2017 and had $4,191 outstanding on its remaining promissory notes, which carry interest rates ranging from 0.56% to 0.74% . |