Management Services Agreement Fee Waiver by and among Enviva, LP, Enviva GP, LLC, Enviva Pellets Ahoskie, LLC, Enviva Pellets Amory, LLC, Enviva Pellets Northampton, LLC, Enviva Pellets Cottondale, LLC, Enviva Port of Chesapeake, LLC, Enviva Energy Services, LLC, Enviva Pellets Sampson, LLC, Enviva Pellets Southampton, LLC, Enviva Port of Panama City, LLC, Enviva Port of Wilmington, LLC and Enviva Management Company, LLC dated April 2, 2019

EX-10.3 2 eva-20190331x10qxex103.htm EXHIBIT 10.3 Exhibit

Execution Version

ENVIVA MANAGEMENT COMPANY, LLC

April 2, 2019

Enviva Partners, LP

7200 Wisconsin Avenue, Suite 1000

Bethesda, MD 20814

Attn: General Counsel

Facsimile No.: (240) 482-3774

email: ***@***

Re: Waiver of Payment Amount

Ladies and Gentlemen:

Reference is made to the Management Services Agreement dated April 5, 2015 (the “Agreement”) by and among Enviva Partners, LP, a Delaware limited partnership, Enviva Partners GP, LLC, a Delaware limited liability company, 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, and Enviva Management Company, LLC, a Delaware limited liability company (collectively, the “Parties”). Capitalized terms used and not defined herein shall have the meaning assigned thereto in the Agreement.

The Parties agree to waive the obligation of Enviva Partners GP, LLC to pay, or cause to be paid, a portion of the Payment Amount in the amount of $4,700,000.00 payable with respect to the calendar quarter beginning April 1, 2019.

The Parties agree to waive the obligation of Enviva Partners GP, LLC to pay, or cause to be paid, a portion of the Payment Amount in the amount of $3,500,000.00 payable with respect to the calendar quarter beginning July 1, 2019.

The Parties agree to waive the obligation of Enviva Partners GP, LLC to pay, or cause to be paid, a portion of the Payment Amount in the amount of $2,500,000.00 payable with respect to the calendar quarter beginning October 1, 2019.

The Parties agree to waive the obligation of Enviva Partners GP, LLC to pay, or cause to be paid, a portion of the Payment Amount in the amount of $2,000,000.00 payable with respect to the calendar quarter beginning January 1, 2020.

The Parties agree to waive the obligation of Enviva Partners GP, LLC to pay, or cause to be paid, a portion of the Payment Amount in the amount of $500,000.00 payable with respect to the calendar quarter beginning April 1, 2020.

For the avoidance of doubt, the waiver of Enviva Partners GP, LLC’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.

[The remainder of this page was left blank intentionally; the signature page follows.]

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 EVEN

Name: Shai Even