Exhibit 10.2


 



 


SEVENTH AMENDMENT TO CREDIT AGREEMENT


 


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.


 


RECITALS:


 


WHEREAS,
reference is hereby made to the Credit Agreement, dated as of April 9, 2015 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time prior to giving effect to this Agreement, the “Existing Credit Agreement”),
by and among the Borrowers and the Lenders party thereto from time to time, Barclays, as Administrative Agent and as Collateral Agent,
and the other Persons party thereto.


 


WHEREAS,
each of the parties hereto has agreed to amend the Existing Credit Agreement in the manner set forth in Section 2 hereof subject
to the terms and conditions set forth herein.


 


WHEREAS,
each Loan Party party hereto expects to realize substantial direct and indirect benefits as a result of this Agreement becoming effective
and agrees to reaffirm its obligations pursuant to the Amended Credit Agreement, the Security Documents and the other Loan Documents to
which it is a party.


 


NOW,
THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree
as follows:


 


1.            Defined
Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Amended
Credit Agreement. The rules of construction specified in Sections 1.02 of the Amended Credit Agreement also apply to this Agreement,
mutatis mutandis, as if fully set forth herein.


 


2.            Amendment.
Each of the parties hereto agrees that, on and as of the Seventh Amendment Effective Date and subject to the terms and conditions
set forth in this Agreement, the Existing Credit Agreement shall be amended as follows (the Existing Credit Agreement as amended hereby,
the “Amended Credit Agreement”):


 


(i)           The
definition of “Change in Control” Section forth in Section 1.01 of the Existing Credit Agreement is hereby amended
and restated in its entirety to read as follows:


 


“Change in Control”
shall mean the occurrence of any of the following:


 


(a)            prior
to the Corporate Conversion, a majority of the seats (other than vacant seats) on the board of directors or managers of the General Partner
(or if the General Partner does not have a board of directors or managers, of the entity controlling the General Partner that has a board
of directors or managers) shall at any time be occupied by Persons who were neither (i) appointed or nominated by a Riverstone Entity
or the Administrative Borrower nor (ii) appointed or nominated by a majority of the directors or managers of the General Partner
(or if the General Partner does not have a board of directors or managers, of the entity controlling the General Partner that has a board
of directors or managers) so appointed or nominated;


 






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(b)            prior
to the Corporate Conversion, the Riverstone Entities or the Administrative Borrower shall fail to Beneficially Own, directly or indirectly,
equity interests representing more than 50% of (i) the aggregate ordinary voting power represented by the issued and outstanding
equity interests of the General Partner or (ii) the economic interests represented by the issued and outstanding equity interests
of the General Partner;


 


(c)            following
the occurrence of the Partnership Consolidation, any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any
person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than the Riverstone
Entities becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
directly or indirectly, of thirty-five percent (35%) or more of the equity interests of the Administrative Borrower entitled to vote for
members of the board of directors or equivalent governing body of the Administrative Borrower on a fully-diluted basis;


 


(d)           prior
to the Corporate Conversion, the General Partner shall cease to be the sole general partner of the Administrative Borrower or shall fail
to directly Beneficially Own (free and clear of all Liens other than Permitted Equity Liens) 100% of the general partner interests in
the Administrative Borrower;


 


(e)            the
Administrative Borrower shall cease to Beneficially Own, directly or indirectly, equity interests representing 100% of both (i) the
aggregate ordinary voting power represented by the issued and outstanding equity interests of the Subsidiary Borrower and (ii) the
economic interests represented by the issued and outstanding equity interests of the Subsidiary Borrower; or


 


(f)           a
 “Change in Control” or similar event shall occur and be continuing under any Material Indebtedness of the Administrative Borrower
or any Restricted Subsidiary.”


 


(ii)         Section 1.01
of the Existing Credit Agreement is hereby further amended to add the following definition in the appropriate alphabetical order:


 


“Corporate Conversion”
shall mean the conversion of the Administrative Borrower from a partnership to a corporation pursuant to applicable Delaware law.


 






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“Partnership
Consolidation” shall mean the earlier to occur of (a) the Corporate Conversion and (b) the General Partner becoming
a direct or indirect Wholly Owned Subsidiary of the Administrative Borrower.


 


3.            Representations
and Warranties. By its execution of this Agreement, each Loan Party hereby represents and warrants that, as of the date hereof:


 


		a.	such Loan Party (i) has the organizational power and authority to execute, deliver and carry out
the terms of this Agreement, (ii) has taken all necessary organizational action to authorize the execution, delivery and performance
of this Agreement and (iii) has duly executed and delivered this Agreement;



 


		b.	this Agreement and the Amended Credit Agreement constitute legal, valid and binding obligations of such
Loan Party enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or other similar laws affecting creditors’ rights generally, and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at law;



 


		c.	the representations and warranties of each Loan
Party set forth in Article III of the Amended Credit Agreement and in each other Loan Document are true and correct in all
material respects (other than representations and warranties that are qualified by materiality, which shall be true and correct in all
respects) on and as of the date hereof with the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date, in which case such representations were true and correct in all material respects
as of such earlier date; and



 


		d.	immediately before and after giving effect to this Agreement, no Default or Event of Default has occurred
and is continuing.



 


4.            Conditions
Precedent to Effectiveness. The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions
(the first date on which all such conditions are satisfied, the “Seventh Amendment Effective Date”):


 


		a.	Execution of this Agreement. The Administrative Agent shall have received duly executed counterparts
of this Agreement from the Borrowers, each other Loan Party and Lenders collectively constituting the Required Lenders.



 


		b.	Payment of Fees and Expenses. The Borrowers shall have paid (or caused to be paid), to the extent
invoiced at least three (3) Business Days prior to the Seventh Amendment Effective Date, all costs, fees and expenses of Barclays
(including, without limitation, legal fees and expenses) required to be paid by the Borrowers.



 






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5.            Reaffirmations.


 


		a.	Each Loan Party, subject to the terms and limits contained in the Amended Credit Agreement and in the
Security Documents, reaffirms its guaranty of the Obligations pursuant to the Guarantee and Collateral Agreement and other Security Documents.
Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the
Existing Credit Agreement effected pursuant to this Agreement. Each Loan Party hereby confirms that each Loan Document to which it is
a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder
shall not be impaired or limited by the execution or effectiveness of this Agreement.



 


		b.	Each Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise
bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Loan Documents,
the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the
Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and
under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral
security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased
pursuant to the Amended Credit Agreement), subject to the terms contained in the applicable Loan Documents and (iii) confirms its
other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Loan Document
to which it is a party.



 


6.            Amendment,
Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 9.08 of the
Amended Credit Agreement.


 


7.           Entire
Agreement. This Agreement, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the parties
with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral,
among the parties or any of them with respect to the subject matter hereof.


 


8.            Effect
of the Amendment. On and after the Seventh Amendment Effective Date, (i) each reference to the “Credit Agreement”
in any Loan Document shall be deemed to be a reference to the Amended Credit Agreement, (ii) the terms “Agreement”, “this
Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import,
as used in the Amended Credit Agreement, shall, unless the context otherwise requires, mean the Amended Credit Agreement, and (iii) this
Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.
Except as expressly provided in this Agreement, all Loan Documents shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of
the Loan Documents. Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but,
rather, an amendment of the terms of the Existing Credit Agreement.


 






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9.            GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN
THE LAW OF THE STATE OF NEW YORK.


 


10.           Miscellaneous.
The provisions of Sections 9.11 and 9.15 of the Amended Credit Agreement are incorporated by reference herein and made a part hereof.


 


11.           Severability.
In case any provision in or obligation hereunder or under any other Loan Document shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.


 


12.           Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract.
Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other customary means of electronic transmission
(e.g., “.pdf”) shall be as effective as delivery of a manually executed counterpart hereof. The words “execution,”
 “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed
in connection with this Agreement and the transactions contemplated hereby (including without limitation amendments, waivers and consents)
shall be deemed to include electronic signatures on electronic platforms approved by the Administrative Agent, or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions Act. Each of the parties represents and warrants to the other parties
that it has the corporate capacity and authority to execute the Agreement through electronic means and there are no restrictions for doing
so in that party’s constitutive documents.


 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	BARCLAYS BANK PLC, as
    a Lender
	 	  
	 	By:	/s/ May Huang
	 	Name:	May Huang
	 	Title:	Assistant Vice President




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	CITIBANK, N.A., as
    a Lender
	 	 
	 	By:	/s/ Ashwani Khubani
	 	Name:	Ashwani Khubani
	 	Title:	Managing Director / Authorized Signatory




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	AMERICAN AGCREDIT, PCA, as
    a Lender
	 	 
	 	By:	/s/ Daniel K. Hansen
	 	Name:	Daniel K. Hansen
	 	Title:	Vice President




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


	 	 
	 	GreenStone Farm Credit Services,
    ACA, as a Lender
	 	 
	 	By:	/s/ Shane Prichard
	 	Name:	Shane Prichard
	 	Title:	VP of Capital Markets




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	AGFIRST FARM CREDIT BANK, as
    a Lender
	 	 
	 	By:	/s/ Steven J. O’Shea
	 	Name:	Steven J. O’Shea
	 	Title:	Vice President




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	Northwest Farm Credit Services,
    as a Lender
	 	 
	 	By:	/s/ Kaylee Leep
	 	Name:	Kaylee Leep
	 	Title:	Vice President




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	Goldman Sachs Bank USA, as
    a Lender
	 	 
	 	By:	/s/ Dan Martis
	 	Name:	Dan Martis
	 	Title:	Authorized Signatory




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	HSBC Bank USA, National Association,
    as a Lender
	 	 
	 	By:	/s/ Chris Burns
	 	Name:	Chris Burns
	 	Title:	Senior Vice President




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	Royal Bank of Canada, as
    a Lender
	 	 
	 	By:	/s/ Mark W. Condon
	 	Name:	Mark W. Condon
	 	Title:	Authorized Signatory




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	Farm Credit East, ACA, as
    a Lender
	 	 
	 	By:	/s/ Eric W. Pohlman
	 	Name:	Eric W Pohlman
	 	Title:	Vice President




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	Bank of Montreal, Chicago Branch,
    as a Lender
	 	 
	 	By:	/s/ Darren Thomas
	 	Name:	Darren Thomas
	 	Title:	Director




 


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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


 


	 	JPMORGAN CHASE BANK, N.A., as
    a Lender
	 	 
	 	By:	/s/ Devin Roccisano
	 	Name:	Devin Roccisano
	 	Title:	Executive Director




 


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	 	ENVIVA PARTNERS, LP
	 	By:	 ENVIVA PARTNERS, GP, LLC, its general partner
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 
	 	ENVIVA, LP
	 	By: 	ENVIVA GP, LLC, as its sole general partner
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer






 


[Signature
Page to Seventh Amendment to Credit Agreement]


 





     


     


    

  


	 	GUARANTORS:
	 	 
	 	ENVIVA GP, LLC
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 
	 	ENVIVA PARTNERS FINANCE CORP
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 
	 	ENVIVA PELLETS WAYCROSS HOLDINGS,
    LLC
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 
	 	ENVIVA PELLETS WAYCROSS HOLDINGS
    SUB, LLC
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer









 


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Page to Seventh Amendment to Credit Agreement]


 






     


     


    

 


	 	ENVIVA ENERGY SERVICES, LLC
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 
	 	ENVIVA PELLETS AHOSKIE, LLC
	 	  
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 
	 	ENVIVA PELLETS AMORY, LLC
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	  
	 	ENVIVA PELLETS COTTONDALE, LLC
	 	 
	 	By:	/s/ Shai S. Even
	 	 	Name:	Shai S. Even
	 	 	Title:	Executive Vice President and Chief Financial Officer






 


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Page to Seventh Amendment to Credit Agreement]


 






     


     


    

 





	 	ENVIVA PELLETS NORTHAMPTON, LLC




  





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer



  





	 	ENVIVA PELLETS SAMPSON, LLC



 





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


  








	 	ENVIVA PELLETS SOUTHAMPTON, LLC



 





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


  








	 	ENVIVA PELLETS WAYCROSS, LLC


  





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


  











	 	ENVIVA PORT OF CHESAPEAKE, LLC


  





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


 


[Signature Page to Seventh Amendment to Credit Agreement]


 









     


     


    

  





	 	ENVIVA PORT OF PANAMA CITY, LLC



 





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


  





	 	ENVIVA PORT OF SAVANNAH, LLC



 





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


  





	 	ENVIVA PORT OF WILMINGTON, LLC





 





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


  





	 	ENVIVA PELLETS GREENWOOD HOLDINGS II,
LLC



 





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


 


[Signature Page to Seventh Amendment to
Credit Agreement]





 






     


     


    

 


 








		ENVIVA PELLETS GREENWOOD HOLDINGS, LLC


  





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


  





	 	ENVIVA PELLETS GREENWOOD, LLC


  





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


  








	 	ENVIVA PELLETS LUCEDALE, LLC


  





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


 








		ENVIVA PORT OF PASCAGOULA, LLC


  





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


  


[Signature Page to Seventh Amendment to
Credit Agreement]


 



     


     


    




 








	 	ENVIVA DEVELOPMENT FINANCE COMPANY, LLC


 





	 	By:	/s/ Shai S. Even
		 	Name:	Shai S. Even
		 	Title:	Executive Vice President and Chief Financial Officer


 


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Acknowledged:


 


BARCLAYS BANK PLC,


as Administrative Agent and Collateral Agent


  


	 	 
	By:	/s/
    May Huang	 
	Name:	May Huang	 
	Title:	Assistant Vice President	 






 


[Signature Page to Seventh Amendment to Credit Agreement]