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Contract analysis / permit-status-certification-to-lender.docx
permit-status-certification-to-lender.docx
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I. Purpose and Authority
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⚑ Commercial term
I. Purpose and Authority Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") represents Greenfield Agricultural Partners LLC ("GAP"), an Iowa limited liability company organized and existing under the Iowa Revised Uniform Limited Liability Company Act, in connection with the air and water permitting for the Muscatine Expansion Facility (the "MEF") located at 14800 Highway 61 North, Muscatine, Iowa 52761, Mus
II. Description of the Muscatine Expansion Facility
II. Description of the Muscatine Expansion Facility The MEF is a greenfield soybean processing and specialty fertilizer blending facility to be constructed on a 147-acre site in Muscatine County, Iowa. As designed, the MEF will include a soybean crush line with a planned capacity of 3,200 tons per day, together with a 450-ton-per-day granular fertilizer blending line. The facility will incorporate associated material
III. Certification of Material Environmental Permits Obtained
III. Certification of Material Environmental Permits Obtained Calderwood & Harkness hereby certifies that, based on its direct involvement in the preparation, filing, and prosecution of the permit applications described below, and based on its review of the permits as issued, all material environmental permits required for the construction of the MEF have been obtained from the Iowa Department of Natural Resources (t
IV. Compliance with the Environmental Permit Milestone
IV. Compliance with the Environmental Permit Milestone As noted above, the Credit Agreement (Reference No. BCP-AG-2023-0092) provides, as a condition precedent to the release of the second drawdown tranche of $89,000,000, that all material environmental permits for the construction of the MEF must be obtained within 210 calendar days of March 9, 2023. Two hundred ten (210) calendar days from March 9, 2023 falls on Oc
V. Enclosures
V. Enclosures The following documents are enclosed with this letter for your records and for the records of Briarwood Capital Partners LP: (A) Copy of PSD Construction Permit No. 23-A-0481, issued by the IDNR Air Quality Bureau on August 22, 2023 (including all attachments, conditions, and emission limits schedules). (B) Copy of NPDES Permit No. IA0082917, issued by the IDNR Water Quality Bureau on September 1, 2023
VI. Key Permit Conditions and Deadlines Noted for Lender's Awareness
VI. Key Permit Conditions and Deadlines Noted for Lender's Awareness For purposes of Briarwood's ongoing monitoring of the MEF project, Calderwood & Harkness draws the following key permit conditions and deadlines to your attention:
1. PSD Permit — Construction Commencement Deadline. PSD Construction Permit No. 23-A-0481
1. PSD Permit — Construction Commencement Deadline. PSD Construction Permit No. 23-A-0481 requires that GAP commence construction of the permitted emission units on or before February 22, 2025, which is 18 months from the date of issuance. If construction is not commenced by that date, the permit may lapse by operation of Iowa Administrative Code 567—33.3(13), and GAP could be required to submit a new PSD constructio
2. NPDES Permit — Term and Renewal. NPDES Permit No. IA0082917 has a five-year term comme
2. NPDES Permit — Term and Renewal. NPDES Permit No. IA0082917 has a five-year term commencing October 1, 2023, and expiring September 30, 2028. Pursuant to Iowa Administrative Code 567—64.4(2), GAP must submit a complete renewal application to the IDNR Water Quality Bureau at least 180 days prior to the permit's expiration, i.e., on or before April 4, 2028, in order to maintain authorization to discharge under the e
3. Ongoing Compliance Obligations. Both permits contain standard conditions requiring ong
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⚑ Liability cap to check against exposure
3. Ongoing Compliance Obligations. Both permits contain standard conditions requiring ongoing compliance monitoring, recordkeeping, and periodic reporting to the IDNR, including but not limited to continuous emissions monitoring (CEMS) or parametric monitoring for certain air emission units, regular discharge monitoring reports (DMRs) for wastewater outfalls, and annual compliance certifications. GAP has retained qua
4. No Pending or Contemplated Appeals. As of the date of this letter, no administrative a
4. No Pending or Contemplated Appeals. As of the date of this letter, no administrative appeals have been filed with the Iowa Environmental Protection Commission or any other body with respect to either PSD Construction Permit No. 23-A-0481 or NPDES Permit No. IA0082917. To Calderwood & Harkness's knowledge, after due inquiry, no such appeals are contemplated by any party.
VII. Limitations and Qualifications
VII. Limitations and Qualifications This certification is subject to the following limitations and qualifications:
1. This certification is based upon Calderwood & Harkness's direct participation in the p
1. This certification is based upon Calderwood & Harkness's direct participation in the preparation, filing, and prosecution of the two permit applications described herein and upon its review of the permits as issued by the IDNR. Calderwood & Harkness has not undertaken an independent investigation of the environmental condition of the MEF site, the accuracy of baseline environmental data, or the technical adequacy
2. In connection with the preparation of the permit applications, Calderwood & Harkness r
2. In connection with the preparation of the permit applications, Calderwood & Harkness relied upon technical data, analyses, engineering calculations, and environmental assessments prepared by Pinnacle Environmental Consultants Inc. (air quality modeling, emissions inventory, and BACT analysis) and Ridgeline Engineering Group LLC (wastewater treatment system design, effluent characterization, and receiving water mod
3. This certification is provided solely for the benefit of Briarwood Capital Partners LP
3. This certification is provided solely for the benefit of Briarwood Capital Partners LP and Trask Whitfield & Coe LLP in connection with the Credit Agreement (Reference No. BCP-AG-2023-0092) and the evaluation of the environmental permit milestone condition precedent described herein. This certification may not be relied upon by any other party, or used for any other purpose, without the prior written consent of Ca
4. Calderwood & Harkness's representation of GAP in this matter was limited to the air an
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⚑ Liability cap to check against exposure
4. Calderwood & Harkness's representation of GAP in this matter was limited to the air and water permitting for the MEF and specifically to the two permits identified in this letter (PSD Construction Permit No. 23-A-0481 and NPDES Permit No. IA0082917). Calderwood & Harkness's engagement did not encompass, and this certification does not address, any other environmental, land use, zoning, or regulatory matters affect
VIII. Closing
VIII. Closing Calderwood & Harkness is available to respond to any questions that Trask Whitfield & Coe LLP or Briarwood Capital Partners LP may have regarding the permits, the permitting process, or this certification. Please direct any inquiries to the undersigned at the contact information set forth below. Contact Information: James Prentice, Partner Calderwood & Harkness LLP 801 Grand Avenue, Suite 4400 Des Moine