eva_Ex4_2


		
			Exhibit 4.2
		

		
			ENVIVA PARTNERS, LP,
		

		
			ENVIVA PARTNERS FINANCE CORP.
		

		
			and
		

		
			the Guarantors named herein
		

		
			8.5% SENIOR NOTES DUE 2021
		

		
			SECOND SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEE
		

		
			DATED AS OF JULY 6, 2017
		

		
			WILMINGTON TRUST, NATIONAL ASSOCIATION,
		

		
			Trustee
		

		
			
		

		
			


		 


		

			1

		





 



		

		
			This SUPPLEMENTAL INDENTURE, dated as of July 6, 2017, (this “Supplemental Indenture”), is among Enviva Partners, LP, a Delaware limited partnership (the “Company”), Enviva Partners Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors, each of the parties identified under the caption “New Guarantor” on the signature pages hereto (the “New Guarantor”) and Wilmington Trust, National Association, a national banking association, as Trustee.
		

		
			RECITALS
		

		
			WHEREAS, the Issuers, the Initial Guarantors and the Trustee entered into an indenture dated November 1, 2016 (the “Indenture”), pursuant to which the Issuers have issued $300.0 million in the aggregate principal amount of 8.5% Senior Notes due 2021 (the “Notes”);
		

		
			WHEREAS, Section 8.01 of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to add additional Guarantors to the Indenture, without the consent of the Holders of the Notes; and
		

		
			WHEREAS, all acts and things necessary to make this Supplemental Indenture a valid and legally binding agreement according to its terms, and a valid and legally binding amendment of and supplement to, the Indenture, have been duly done and performed.
		

		
			NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors, the New Guarantor and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:
		

		
			ARTICLE I
		

		
			Section 1.01     This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
		

		
			Section 1.02     This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors, the New Guarantor and the Trustee.
		

		
			ARTICLE II
		

		
			The New Guarantor hereby becomes a party to the Indenture as a Guarantor with respect to the Notes and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture with respect to the Notes. The New Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor with respect to the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture with respect to the Notes.
		

		
			ARTICLE III
		

		
			Section 3.01     Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in
		

		
			
		

		
			


		 


		

			2

		





 



		

		
			accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.
		

		
			Section 3.02     Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
		

		
			Section 3.03     THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
		

		
			Section 3.04     The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantor.
		

		
			Section 3.05     The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.
		

		
			[NEXT PAGE IS SIGNATURE PAGE]
		

		
			 
		

		
			 
		

		
			


		 


		

			3

		





 



		

		
			IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ISSUERS:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PARTNERS, LP

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						Enviva Partners GP, LLC,

				
	
					
						 

					
					
						 

					
					
						as its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Executive Vice President and Chief 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PARTNERS FINANCE CORP.

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Executive Vice President and Chief 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						GUARANTORS:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA GP, LLC

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Executive Vice President and Chief 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA, LP

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						Enviva GP, LLC,

				
	
					
						 

					
					
						 

					
					
						as its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Executive Vice President and Chief 

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA MATERIALS, LLC

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				



		
			
		

		
			


		 


		

			Signature Page to Supplemental Indenture

		





 



		

		
			 
		

			
					
						 

					
					
						ENVIVA PELLETS AHOSKIE, LLC

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PELLETS AMORY, LLC

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PELLETS NORTHAMPTON, LLC

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By: 

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PELLETS SOUTHAMPTON, LLC

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By: 

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PORT OF CHESAPEAKE, LLC

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PELLETS COTTONDALE, LLC

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				



		
			
		

		
			


		 


		

			Signature Page to Supplemental Indenture

		





 



		

		
			 
		

			
					
						 

					
					
						ENVIVA ENERGY SERVICES, LLC

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PELLETS PERKINSTON, LLC

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By: 

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PELLETS SAMPSON, LLC

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By: 

					
					
						/s/ Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Stephen F. Reeves

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President and Chief

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Financial Officer

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						NEW GUARANTOR:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						ENVIVA PORT OF PANAMA CITY, LLC

				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						Enviva, LP, 

				
	
					
						 

					
					
						 

					
					
						as its sole member

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						Enviva GP, LLC,

				
	
					
						 

					
					
						 

					
					
						as its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						Enviva Partners, LP,  

				
	
					
						 

					
					
						 

					
					
						as its sole member

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						Enviva Partners GP, LLC, 

				
	
					
						 

					
					
						 

					
					
						as its general partner

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By: 

					
					
						/s/ William H. Schmidt, Jr.

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						William H. Schmidt, Jr. 

				
	
					
						 

					
					
						 

					
					
						Title: 

					
					
						Executive Vice President, General

				
	
					
						 

					
					
						 

					
					
						 

					
					
						Counsel and Secretary

				



		
			
		

		
			


		 


		

			Signature Page to Supplemental Indenture

		





 



		

		
			 
		

			
					
						 

					
					
						WILMINGTON TRUST, NATIONAL

				
	
					
						 

					
					
						ASSOCIATION,

				
	
					
						 

					
					
						as Trustee

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Hallie E. Field

				
	
					
						 

					
					
						 

					
					
						Name:

					
					
						Hallie E. Field

				
	
					
						 

					
					
						 

					
					
						Title:

					
					
						Assistant Vice President

				



		
			 
		


		 


		

			Signature Page to Supplemental Indenture