FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • Delaware
This Fifth Amended and Restated Employment Agreement (“Agreement”) is made and entered into as of October 14, 2021 (the “Amendment Effective Date”) by and between Enviva Management Company, LLC, a Delaware limited liability company (the “Company”), and John K. Keppler (“Executive”) and supersedes and replaces in its entirety the Fourth Amended and Restated Employment Agreement (the “Prior Agreement”) dated November 24, 2020 by and between the Company and Executive.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Enviva Partners, LPEnviva Partners, LP • October 15th, 2021 • Lumber & wood products (no furniture) • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Enviva Partners, LP, dated as of October 14, 2021, is entered into by Enviva Partners GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 14, 2021, by and between Enviva Partners, L.P., a Delaware limited partnership (with its successors and permitted assigns (including Enviva Inc. from and after the Conversion as the context requires (as defined below), herein after called “EVA”), and the parties listed on the signature pages hereto (the “Initial Holders”), and the other Holders from time to time parties hereto.
AGREEMENT AND PLAN OF MERGER by and among ENVIVA COTTONDALE ACQUISITION I, LLC, ENVIVA PARTNERS, LP, ENVIVA, INC. MERGER SUB, LLC, RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P., and RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P. dated October 14, 2021Agreement and Plan of Merger • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of October 14, 2021 (the “Execution Date”), is by and among Enviva Cottondale Acquisition I, LLC, a Delaware limited liability company (“Acquisition I”), Enviva Partners, LP, a Delaware limited partnership (including the resulting Delaware corporation in the Conversion (as defined below), “Enviva Inc.,” from and after the Conversion, hereinafter called “EVA”), Enviva, Inc. Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EVA (“Merger Sub”), Riverstone Echo Continuation Holdings, L.P., a Delaware limited partnership (“Riverstone Continuation Fund”), and Riverstone Echo Rollover Holdings, L.P., a Delaware limited partnership (“Riverstone Rollover Fund” and, together with Riverstone Continuation Fund, the “Riverstone Echo Funds”). Acquisition I, EVA, Merger Sub, and the Riverstone Echo Funds are collectively referred to as the “Parties” and indivi
SUPPORT AGREEMENTSupport Agreement • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • Delaware
This Support Agreement (this “Agreement”), dated effective as of October 14, 2021, is entered into by and among Enviva Partners, LP, a Delaware limited partnership (with its successors and permitted assigns (including the resulting Delaware corporation in the EVA Conversion (as defined below), “Enviva Inc.,” from and after the EVA Conversion), hereinafter called “EVA”), each of the persons set forth on Exhibit A hereto (each such person, a “Unitholder”, and collectively, the “Unitholders”), and the Original Parties (as defined below). The Original Parties, the Unitholders and EVA are collectively referred to as the “Parties” and individually as a “Party.”
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • New York
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of October 14, 2021 (this “Agreement”), by and among the undersigned Lenders, ENVIVA PARTNERS, LP, a Delaware limited partnership (the “Administrative Borrower”), ENVIVA, LP, a Delaware limited partnership (the “Subsidiary Borrower” and, together with the Administrative Borrower, the “Borrowers”) and CERTAIN SUBSIDIARIES OF THE ADMINISTRATIVE BORROWER, as Guarantors, and acknowledged by BARCLAYS BANK PLC (“Barclays”), as Administrative Agent and Collateral Agent.
TERMINATION AGREEMENTTermination Agreement • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • New York
THIS TERMINATION AGREEMENT (this “Agreement”) dated as of October 14, 2021 is entered into by and among Enviva Partners, LP, a Delaware limited partnership (“EVA”), Enviva MLP Holdco, LLC, a Delaware limited liability company (“MLP Holdco”), and Enviva Cottondale Acquisition I, LLC, a Delaware limited liability company (“Acquisition I”). EVA, MLP Holdco, and Acquisition I are collectively referred to herein as the “Parties” and individually as a “Party”.
TERMINATION AGREEMENTTermination Agreement • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • New York
THIS TERMINATION AGREEMENT (this “Agreement”) dated as of October 14, 2021 is entered into by and among Enviva Partners, LP, a Delaware limited partnership (“EVA”), Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of EVA (“EVA GP”), and Enviva Holdings, LP, a Delaware limited partnership (“Sponsor”). EVA, EVA GP, and Sponsor are collectively referred to herein as the “Parties” and individually as a “Party”.
STOCKHOLDERS AGREEMENTStockholders Agreement • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of October 14, 2021, by and among Enviva Partners, LP, a Delaware limited partnership (with its successors and permitted assigns, including the resulting corporation Enviva Inc., from and after the Conversion (as defined below) as the context requires, herein after called “EVA”) and each of the stockholders listed on the signature pages hereto. This Agreement shall become effective (the “Effective Date”) upon the closing of the Conversion (as defined below).
AGREEMENT AND PLAN OF MERGER by and among ENVIVA HOLDINGS, LP, ENVIVA PARTNERS, LP, ENVIVA PARTNERS MERGER SUB, LLC, and THE OTHER PARTIES NAMED HEREIN dated October 14, 2021Agreement and Plan of Merger • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of October 14, 2021, is by and among Enviva Holdings LP, a Delaware limited partnership (“Holdings”), Enviva Partners, LP, a Delaware limited partnership (“EVA”), Enviva Partners Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of EVA (“Merger Sub”), and those limited partners of Holdings party hereto (the “Limited Partners”). Holdings, EVA, Merger Sub, and the Limited Partners are collectively referred to as the “Parties” and individually as a “Party.”
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENVIVA PARTNERS GP, LLC ARTICLE I DEFINITIONSLimited Liability Company Agreement • October 15th, 2021 • Enviva Partners, LP • Lumber & wood products (no furniture) • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ENVIVA PARTNERS GP, LLC, a Delaware limited liability company (the “Company”), dated as of October 14, 2021, is entered into by Enviva MLP Holdco, LLC, a Delaware limited liability company, as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”), and Riverstone Echo Continuation Holdings, L.P., a Delaware limited partnership (“Echo Continuation) and Riverstone Echo Rollover Holdings, L.P. (“Echo Rollover,” together with Echo Continuation, “Riverstone Echo Funds”).
