requirements, capital expenditures, permitted acquisitions, making debt payments when due, and making distributions and dividends. The Revolving Credit Agreement contains various covenants and restrictive provisions and also requires the maintenance of certain �nancial covenants, including a maximum total leverage ratio, a minimum �xed charge coverage ratio, and minimum liquidity. Second Lien Note Purchase Agreement On January 5, 2018, the Partnership entered into a new $215.0 million second lien note purchase agreement with the Partnership's wholly owned subsidiaries Emerge Energy Services Operating LLC and Superior Silica Sands LLC, as issuers (the "Issuers") and HPS Investment Partners, LLC as notes agent and collateral agent (the "Second Lien Note Purchase Agreement"). The Second Lien Note Purchase Agreement matures on January 5, 2023. Proceeds of the sale of the notes under the Second Lien Note Purchase Agreement will be used to (i) fully pay o焂� the Partnership's existing second lien term credit facility, (ii) fully pay o焂� the obligations under the Partnership's existing revolving credit facility, (iii) �nance certain capital expenditures, (iv) pay fees and expenses incurred in connection with the new second lien facility and (v) for general business purposes. Substantially all of the Partnership's assets are pledged as collateral on a second lien basis. The Second Lien Note Purchase Agreement contains various covenants and restrictive provisions and also requires the maintenance of certain �nancial covenants, including a maximum total leverage ratio, a minimum �xed charge coverage ratio, and minimum liquidity. Common Unit Private Placement On January 5, 2018, the Partnership entered into an agreement with certain a��liates of the lenders under the Second Lien Note Purchase Agreement to sell approximately $6.0 million of its common units representing limited partner interests in the Partnership in a private placement. The Partnership expects to use the net proceeds from the o焂�ering for general partnership purposes. As part of the transaction, the Partnership and the purchaser entered into a registration rights agreement which provides the purchasers with customary registration rights. The private placement simultaneously closed on January 5, 2018. The securities o焂�ered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be o焂�ered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state laws. This press release shall not constitute an o焂�er to sell or a solicitation of an o焂�er to buy the securities described herein, and shall not constitute an o焂�er, solicitation or sale in any state or jurisdiction in which such an o焂�er, solicitation or sale would be unlawful. About Emerge Energy Services LP Emerge Energy Services LP (NYSE: EMES) is a growth-oriented limited partnership engaged in the business of mining, producing, and distributing silica sand, a key input for the hydraulic fracturing of oil and natural gas wells, through its subsidiary Superior Silica Sands LLC. Forward-Looking Statements This release contains certain statements that are "forward-looking statements." These statements can be identi�ed by the use of forward-looking terminology including "may," "believe," "will," "expect," "anticipate," or "estimate." These forward-looking statements involve risks and uncertainties, and there can be no assurance that actual