Document

EXHIBIT 10.1

Execution Version


ENVIVA MANAGEMENT COMPANY, LLC


July 1, 2021
Enviva Partners, LP
7272 Wisconsin Avenue, Suite 1800
Bethesda, MD 20814
Attn: General Counsel
email: william.schmidt@envivabiomass.com
    


Re: Waiver of Payment Amount 
Ladies and Gentlemen:
Reference is made to the Management Services Agreement dated April 9, 2015 (the “Agreement”), by and among Enviva Partners, LP, a Delaware limited partnership, Enviva Partners GP, LLC, a Delaware limited liability company (“EVA GP”), Enviva, LP, a Delaware limited partnership, Enviva GP, LLC, a Delaware limited liability company, Enviva Pellets Ahoskie, LLC, a Delaware limited liability company, Enviva Pellets Amory, LLC, a Delaware limited liability company, Enviva Pellets Northampton, LLC, a Delaware limited liability company, Enviva Pellets Cottondale, LLC, a Delaware limited liability company, Enviva Port of Chesapeake, LLC, a Delaware limited liability company, Enviva Energy Services, LLC, a Delaware limited liability company, Enviva Pellets Sampson, LLC, a Delaware limited liability company, Enviva Pellets Southampton, LLC, a Delaware limited liability company, Enviva Port of Panama City, LLC, a Delaware limited liability company, Enviva Port of Wilmington, LLC, a Delaware limited liability company, Enviva Pellets Waycross, LLC, a Delaware limited liability company, Enviva Port of Savannah, LLC, a Delaware limited liability company, Enviva Pellets Greenwood Holdings II, LLC, a Delaware limited liability company, Enviva Pellets Greenwood Holdings, LLC, a Delaware limited liability company, Enviva Pellets Greenwood, LLC, a Delaware limited liability company, Enviva JV2 Holdings, LLC, a Delaware limited liability company, Enviva Pellets Lucedale, LLC, a Delaware limited liability company (“Lucedale”), Enviva Port of Pascagoula, LLC, a Delaware limited liability company (“Pascagoula”), Enviva Development Finance Company, LLC, a Delaware limited liability company, and Enviva Management Company, LLC, a Delaware limited liability company (“ManagementCo”, and collectively, the “Parties”). Capitalized terms used and not defined herein shall have the meaning assigned thereto in the Agreement. All references to contracts, agreements, and instruments refer to contracts, agreements, and instruments as they may be amended from time to time.
The Parties agree to waive the obligation of EVA GP to pay, or cause to be paid, a portion of the Payment Amount in the following amounts with respect to the corresponding periods:








						
	Calendar Quarter Beginning:	Amount
	July 1, 2021	$12,200,000
	October 1, 2021	$9,600,000
	January 1, 2022	$7,800,000
	April 1, 2022	$6,600,000
	July 1, 2022	$5,900,000
	October 1, 2022	$4,000,000
	January 1, 2023	$2,050,000
	April 1, 2023	$1,450,000
	July 1, 2023	$1,450,000
	October 1, 2023	$1,450,000




In addition to the foregoing waivers, the Parties agree, with respect to each calendar quarter in the period beginning January 1, 2022 and ending December 31, 2024 (such period, the “Conditional Support Period”), to defer and waive, as applicable, the obligation of EVA GP to pay, or cause to be paid, an additional portion of the Payment Amount (the “Conditional Support Waiver Amount”) in an amount equal to the applicable Conditional Support Waiver, if any, for any such calendar quarter in which Actual Production is less than the Support Threshold for such calendar quarter. Notwithstanding anything to the contrary in the Agreement, the obligation of EVA GP to pay, or cause to be paid, the Conditional Support Waiver Amount (if any) with respect to a calendar quarter shall not become due and payable until  the later of the date (i) required by Section 4.02 of the Agreement and (ii) that is the last day of such calendar quarter, in each case in accordance with the terms of this paragraph. Notwithstanding the first sentence of this paragraph, after the Ramp Period, no Conditional Support Waiver Amount shall be waived with respect to any calendar quarter, or any subsequent calendar quarters, from and after the first calendar month in which Actual Production for such calendar month equals or exceeds 62,500 MT.  
The following terms used in the foregoing paragraph have the following meanings:
(i)“Actual Production” means, with respect to a calendar quarter, the amount (in MT) of Biomass produced by the Lucedale Plant during such calendar quarter.
(ii)“Biomass” has the meaning set forth in the Terminal Services Agreement.
(iii)“Commercial Operations” means substantial completion of construction of the Lucedale Plant (other than punch list items) and the commencement of the production and shipment of wood pellets to the Pascagoula Terminal.
(iv)“Conditional Support Waiver” means, with respect to each calendar quarter in (a) 2022, $500,000, (b) 2023, $250,000, and (c) 2024, $250,000.
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(v)“Lucedale Plant” means the industrial wood pellet biomass production plant currently under construction in Lucedale, Mississippi.
(vi)“MT” means metric tons.
(vii) “Pascagoula Terminal” means the industrial marine export terminal currently under construction in the Port of Pascagoula, Mississippi.
(viii) “Ramp Period” means the period of 365 days commencing from the date on which Commercial Operations occurs. 
(ix) “Support Threshold” means, with respect to a calendar quarter, the forecast production (in MT) set forth on Exhibit A.
(x) “Terminal Services Agreement” means the Terminal Services Agreement, dated November 2, 2019, by and between Pascagoula and Lucedale.
For the avoidance of doubt, (i) the waiver of EVA GP’s obligation to pay the applicable portion of the Payment Amount is not a deferral of such payment obligation and such amounts will never become due and payable, (ii) so long as the Interim Services Agreement dated as of the date hereof by and among Lucedale, Enviva Lucedale Operator, LLC and ManagementCo (the “ISA”) is in effect, the amounts waived hereunder shall not apply to any portion of the Payment Amount attributable to Lucedale as a Services Recipient, and it is understood and agreed that such portion of the Payment Amount shall be waived pursuant to the ISA, and (iii) amounts waived hereunder do not include the portion of the Payment Amount that is waived with respect to Lucedale pursuant to the ISA.
[The remainder of this page has been left blank intentionally. The signature page follows.]
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This letter agreement shall be effective as of the date first written above.  


Sincerely yours,


                        
                        ENVIVA MANAGEMENT COMPANY, LLC
            						
	By:	/s/ William H. Schmidt, Jr.     
	Name:	William H. Schmidt, Jr.
	Title:	Executive Vice President, Corporate
		Development and General Counsel








ACKNOWLEDGED AND AGREED:


ENVIVA PARTNERS, LP
By: Enviva Partners GP, LLC, as its sole general partner




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






ENVIVA PARTNERS GP, LLC


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








Signature Page to Letter Agreement







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




ENVIVA GP, 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 NORTHAMPTON, LLC


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


Signature Page to Letter Agreement









ENVIVA PELLETS COTTONDALE, 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






ENVIVA ENERGY SERVICES, 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


Signature Page to Letter 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 WILMINGTON, 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 SAVANNAH, 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 Letter 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 JV2 HOLDINGS, 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 Letter Agreement








ENVIVA DEVELOPMENT FINANCE COMPANY, LLC
						
	By:	/s/ Shai S. Even     
	Name:	Shai S. Even
	Title:	Executive Vice President and 
		Chief Financial Officer




Signature Page to Letter Agreement







EXHIBIT A
Support Threshold
[Certain information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.]