FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENVIVA PARTNERS, LPLimited Partnership Agreement • May 4th, 2015 • Enviva Partners, LP • Lumber & wood products (no furniture) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENVIVA PARTNERS, LP, dated as of May 4, 2015, 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. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Enviva Partners, LP 10,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2015 • Enviva Partners, LP • Lumber & wood products (no furniture) • New York
Enviva Partners, LP, a Delaware limited partnership (the “Partnership”), proposes to sell 10,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”). In addition, the Partnership proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to 1,500,000 additional Common Units on the terms set forth in Section 2 (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units”. This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2015 • Enviva Partners, LP • Lumber & wood products (no furniture) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 4, 2015, by and between Enviva Partners, LP, a Delaware limited partnership (the “Partnership”), Enviva MLP Holdco, LLC, a Delaware limited liability company (“MLP Holdco”), and Enviva Cottondale Acquisition I, LLC, a Delaware limited liability company (“Acquisition I”).
MASTER BIOMASS PURCHASE AND SALE AGREEMENT Dated as of April 9, 2015 by and between ENVIVA, LP and ENVIVA WILMINGTON HOLDINGS, LLCMaster Biomass Purchase and Sale Agreement • May 4th, 2015 • Enviva Partners, LP • Lumber & wood products (no furniture) • New York
THIS MASTER BIOMASS PURCHASE AND SALE AGREEMENT is made effective as of April 9, 2015 (the “Effective Date”), by and between Enviva, LP, a Delaware limited partnership (“ELP”) and Enviva Wilmington Holdings, LLC, a Delaware limited liability company (“EWH”) (each, individually a “Party”, and collectively, the “Parties”).
CONTRIBUTION AGREEMENT BY AND AMONG ENVIVA HOLDINGS, LP ENVIVA MLP HOLDCO, LLC ENVIVA, LP ENVIVA COTTONDALE ACQUISITION I, LLC AND ENVIVA PARTNERS, LP DATED AS OF APRIL 28, 2015Contribution Agreement • May 4th, 2015 • Enviva Partners, LP • Lumber & wood products (no furniture) • Delaware
This Contribution Agreement, dated as of April 28, 2015 (this “Agreement”), is entered into by and among Enviva Holdings, LP, a Delaware limited partnership (“Enviva Holdings”), Enviva MLP Holdco, LLC, a Delaware limited liability company (“MLP Holdco”), Enviva, LP, a Delaware limited partnership (“Enviva”), Enviva Cottondale Acquisition I, LLC, a Delaware limited liability company (“Acquisition I”), and Enviva Partners, LP, a Delaware limited partnership (“MLP”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
PURCHASE RIGHTS AGREEMENTPurchase Rights Agreement • May 4th, 2015 • Enviva Partners, LP • Lumber & wood products (no furniture)
This PURCHASE RIGHTS AGREEMENT (this “Agreement”) is entered into effective as of May 4, 2015 (the “Effective Date”) by and among Enviva Partners, LP, a Delaware limited partnership (the “Partnership”), Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner,” and together with the Partnership and the Subsidiaries of the Partnership, the “Partnership Group”), and Enviva Holdings, LP, a Delaware limited partnership (the “Sponsor” and together with its Subsidiaries other than the Partnership Group, the “Sponsor Entities”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • May 4th, 2015 • Enviva Partners, LP • Lumber & wood products (no furniture) • New York
THIS LICENSE AGREEMENT, including all Exhibits hereto (this “Agreement”), is entered into and effective as of April 9, 2015 (the “Effective Date”), by and among Enviva Holdings, LP, a Delaware limited partnership (“Licensor”), Enviva Partners GP, LLC, a Delaware limited liability company, and Enviva Partners, LP, a Delaware limited partnership (collectively, the “Licensees”). Licensor and the Licensees are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
TERMINAL SERVICES AGREEMENT by and between ENVIVA PORT OF CHESAPEAKE, LLC and ENVIVA WILMINGTON HOLDINGS, LLC Dated: April 9, 2015Terminal Services Agreement • May 4th, 2015 • Enviva Partners, LP • Lumber & wood products (no furniture) • New York
This Terminal Services Agreement (this “Agreement”) is made effective this 9th day of April, 2015 (“Effective Date”) by and between Enviva Port of Chesapeake, LLC, a Delaware limited liability company (“Owner”), and Enviva Wilmington Holdings, LLC, a Delaware limited liability company (“Customer”), sometimes referred to individually as “Party” and collectively as “Parties.” In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions relating to the provision of marine terminal services related to the Biomass (as hereinafter defined).
