4.1 - GENERAL INFORMATION
SCHEDULE 4.3 - INVESTMENT RELATED PROPERTY
SCHEDULE 4.5 - LETTER OF CREDIT RIGHTS
SCHEDULE 4.7 - COMMERCIAL TORT CLAIMS
EXHIBIT A - GRANTOR SUPPLEMENT
EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D - DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E - INSERT TO LLC OR PARTNERSHIP AGREEMENT
EXHIBIT F - COPYRIGHT SECURITY AGREEMENT
EXHIBIT G - PATENT SECURITY AGREEMENT
EXHIBIT H - TRADEMARK SECURITY AGREEMENT
ii
This AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of
October 18, 2018 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time, this "Agreement"), among ENVIVA PARTNERS,
LP, a limited partnership formed under the laws of Delaware (the "Borrower"),
EACH OF THE GUARANTORS (as defined in the Credit Agreement) party hereto from
time to time (such Guarantors, together with the Borrower, the "Grantors"), and
BARCLAYS BANK PLC, as collateral agent for the Secured Parties (in such capacity
as collateral agent, together with its successors in such capacity, the
"Collateral Agent").
RECITALS:
WHEREAS, reference is made to that certain Amended and Restated Credit
Agreement, dated as of October 18, 2018 (as it may be amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), by and among the Borrower, the Lenders and Issuing Banks party
thereto from time to time, the Collateral Agent, and Barclays Bank PLC, as
administrative agent (in such capacity, together with its successors in such
capacity, the "Administrative Agent");
WHEREAS, the Borrower and the other Grantors may from time to time on and after
the date hereof enter into Secured Hedging Agreements and Secured Cash
Management Agreements, which shall be entitled to the benefits of this
Agreement;
WHEREAS, in consideration of the extensions of credit and other accommodations
of Secured Parties as set forth in the Loan Documents, Secured Hedging
Agreements and Secured Cash Management Agreements, each Grantor has agreed to
secure the Obligations as set forth herein; and
NOW, THEREFORE, in consideration of the premises and the agreements, provisions
and covenants herein contained, each Grantor and the Collateral Agent agree as
follows:
SECTION 1.
DEFINITIONS; INTERPRETATION.
1.1
General Definitions.
Each capitalized term
used and not otherwise defined herein (including the introductory paragraph and
recitals hereto) shall have the meaning assigned to such term (whether directly
or by reference to another agreement or document) in the Credit Agreement.
In
addition to the terms defined in the Credit Agreement, the following terms shall
have the following meanings:
"Account Debtor" shall mean each Person who is obligated on a Receivable or any
Supporting Obligation related thereto.
"Accounts" shall mean all "accounts" as defined in Article 9 of the UCC.
"Additional Grantor" shall have the meaning assigned in Section 5.2.
"Administrative Agent" shall have the meaning set forth in the recitals.
"After-Acquired Intellectual Property" shall have the meaning set forth in
Section 4.6(a).
"Agreement" shall have the meaning set forth in the preamble.
"Assigned Agreements" shall mean all agreements