1020-00004 · Greenfield Agricultural Partners · Closing

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CALDERWOOD & HARKNESS LLP — CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

TO: James Prentice, Responsible Partner Sandra Tung, Billing Partner

FROM: Rafael Dominguez, Lead Associate

DATE: September 12, 2023

RE: Closing Memorandum — Muscatine Expansion Facility Permitting — Summary of Permits Obtained and Compliance Obligations

C&H MATTER NO.: 1020-00004

CLIENT: Greenfield Agricultural Partners LLC

This memorandum is protected as Attorney Work Product prepared in anticipation of and in furtherance of the rendering of legal services. It is intended solely for internal Calderwood & Harkness LLP distribution and should not be disclosed to any third party without the prior written consent of the Responsible Partner.

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I. PURPOSE AND EXECUTIVE SUMMARY

This memorandum summarizes the completion of Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement on behalf of Greenfield Agricultural Partners LLC ("GAP" or the "Client") in connection with the procurement of all air quality and water discharge permits required for the construction and operation of the Muscatine Expansion Facility (the "MEF" or the "Facility"). The purpose of this memorandum is to provide a comprehensive record of the permits obtained, the key conditions and compliance obligations arising from those permits, and our recommendations for the Client's ongoing compliance activities following matter closure.

This matter was opened on March 9, 2023, upon execution of the engagement letter between C&H and GAP. As of the date of this memorandum, all material environmental permits necessary for the construction and operation of the MEF have been obtained. Specifically, the Firm successfully secured the following two permits on behalf of GAP:

1. Prevention of Significant Deterioration (PSD) Air Construction Permit No. 23-A-0481, issued by the Iowa Department of Natural Resources ("IDNR"), Air Quality Bureau, on August 22, 2023; and

2. National Pollutant Discharge Elimination System (NPDES) Individual Permit No. IA0082917, issued by the IDNR, Water Quality Bureau, on September 1, 2023.

Both permits were obtained well in advance of the environmental permit milestone deadline of October 5, 2023, established under the Credit Agreement between GAP and Briarwood Capital Partners LP ("Briarwood Capital") (Reference No. BCP-AG-2023-0092, dated February 15, 2023). That Credit Agreement requires that all material environmental permits for the MEF be obtained within 210 calendar days of March 9, 2023, as a condition precedent to the release of the $89,000,000 second drawdown tranche of the $178,000,000 senior secured term facility. The PSD permit was issued 44 days before the milestone deadline, and the NPDES permit was issued 34 days before the milestone deadline, thereby satisfying this condition precedent in full.

On September 5, 2023, a permit status certification letter was transmitted to Trask Whitfield & Coe LLP (Martin Eggers, Partner), counsel to Briarwood Capital, enclosing certified copies of both issued permits. To date, no objection or deficiency notice has been received from lender's counsel in response to that certification.

Neither permit was subject to a public hearing or administrative appeal. Although four public comments were received during the air permit public notice period and two public comments were received during the NPDES permit public notice period, none of the commenters filed a request for an appeal or contested case proceeding following issuance of the IDNR responsiveness summaries and final permit decisions.

We recommend that the matter be closed as of September 14, 2023, and that ongoing compliance responsibilities be transitioned to GAP's internal Environmental, Health, and Safety ("EHS") team, led by Derek Yun, Director of EHS. We further recommend that GAP consider the engagement of ongoing environmental compliance counsel to manage the various monitoring, reporting, and renewal obligations associated with these permits, as described in greater detail in Section VIII of this memorandum.

II. BACKGROUND — THE MUSCATINE EXPANSION FACILITY

A. Client and Project Overview

Greenfield Agricultural Partners LLC is an Iowa limited liability company organized and existing under the laws of the State of Iowa (Iowa Secretary of State Filing No. 548213; Employer Identification Number 46-3827194). GAP maintains its principal offices at 4200 Prairie Wind Drive, Suite 300, West Des Moines, Iowa 50266. The company was founded in 2011 by the Halverson family and has grown into a significant participant in the Midwestern soybean processing and agricultural products industry. GAP currently operates three existing soybean crush facilities: two located in Iowa and one located in Nebraska. For the fiscal year ended December 31, 2022, GAP reported revenues of approximately $485 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $62 million.

The MEF project represents a substantial expansion of GAP's processing capacity and a strategic diversification into specialty fertilizer blending. As designed, the MEF will house a new soybean processing operation projected to add 3,200 tons per day of crush capacity, along with a 450-ton-per-day granular fertilizer blending line. The addition of the fertilizer blending line represents GAP's first entry into the downstream specialty fertilizer market and is expected to create significant value through vertical integration of soybean meal byproducts into fertilizer formulations. Upon full commissioning, the MEF is expected to be one of the larger soybean processing facilities in the State of Iowa by throughput capacity.

B. Project Site

The MEF is to be constructed on a 147-acre site located at 14800 Highway 61 North, Muscatine, Iowa 52761, within unincorporated Muscatine County. The site is identified by Muscatine County Parcel ID 0735-19-200-004. The parcel is situated approximately five miles north of the City of Muscatine along the U.S. Highway 61 corridor, providing favorable access to transportation infrastructure, including both highway and rail connections.

GAP acquired the site from the Reinholt Family Trust on January 20, 2023, for a purchase price of $3,820,000, representing approximately $25,986 per acre. Title work and closing were handled by Hawkeye Title & Escrow LLC. A Phase I Environmental Site Assessment and a limited Phase II investigation were completed by Pinnacle Environmental Consultants Inc. prior to acquisition and identified no recognized environmental conditions or areas of concern requiring further investigation or remediation.

The site is zoned Agricultural-Industrial ("AI") under the Muscatine County zoning ordinance. A conditional use permit (CUP No. MC-2022-041) was approved on November 15, 2022, by the Muscatine County Board of Supervisors, authorizing the construction and operation of a soybean processing and fertilizer blending facility on the property. The CUP was not appealed and became final on December 15, 2022. The CUP includes standard conditions relating to setback requirements, access road improvements, screening and buffering from adjacent agricultural parcels, and hours of heavy truck operation.

C. Estimated Project Capital Cost and Financing

The total estimated capital cost of the MEF is $178,000,000. This figure encompasses site preparation, structural and process equipment, wastewater treatment system construction, utility connections, rail spur installation, and soft costs including engineering, permitting, and project management.

The project is financed by Briarwood Capital Partners LP, a Delaware limited partnership serving as the senior secured lender, under a $178,000,000, five-year senior secured term facility bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 275 basis points. The governing Credit Agreement is Reference No. BCP-AG-2023-0092, dated February 15, 2023 (the "Credit Agreement"). Pursuant to Section 4.02(g) of the Credit Agreement, the environmental permit milestone requires that all material environmental permits for the MEF be obtained within 210 calendar days of the commencement of C&H's engagement, which commenced on March 9, 2023. This establishes a milestone deadline of October 5, 2023. Satisfaction of this condition precedent is required before GAP may draw down the $89,000,000 second tranche of the credit facility, which is allocated to the construction and commissioning phases of the project. The initial $89,000,000 first tranche was drawn at closing of the Credit Agreement and has been deployed to site acquisition, detailed engineering, and early procurement activities.

D. Engagement Team and Consultants

The following C&H personnel served on the engagement team for this matter:

• James Prentice — Responsible Partner

• Sandra Tung — Billing Partner

• Rafael Dominguez — Lead Associate (author of this memorandum)

• Cynthia Ho — Working Associate

The following external environmental and engineering consultants were engaged by GAP (with C&H coordinating their work product as it related to the permitting strategy and applications):

• Pinnacle Environmental Consultants Inc. — Engaged as the primary environmental consultant for the MEF permitting effort. Dr. Leonard Fisk, P.E., Principal of Pinnacle's Air Quality Practice, oversaw the preparation of emissions inventories, AERMOD air dispersion modeling analyses, and Best Available Control Technology ("BACT") analyses for the PSD permit application. Karen Ott, Senior Water Quality Scientist at Pinnacle, was responsible for the wastewater characterization study, effluent limitation development support, and preparation of the Stormwater Pollution Prevention Plan ("SWPPP") submitted in connection with the NPDES permit application.

• Ridgeline Engineering Group LLC — Served as the facility design engineer for the MEF. Thomas Novak, P.E., Project Manager, provided the process flow diagrams, mass-balance data, equipment specifications, and stormwater management plans that formed the engineering basis for both permit applications.

The following GAP personnel served as the primary client contacts throughout the engagement and provided essential coordination, technical input, and decision-making authority:

• Patricia Caldwell — General Counsel and Vice President of Regulatory Affairs

• Derek Yun — Director of Environmental, Health, and Safety

• Margaret Solberg — Vice President of Operations and Muscatine Project Lead

III. PERMITS OBTAINED

A. PSD Air Construction Permit

The following summarizes the key identification and procedural information for the PSD air construction permit obtained for the MEF:

Public Comment Summary. During the 30-day public notice period for the PSD permit application, the IDNR received a total of four public comments:

(a) Two comments were submitted by neighboring landowners expressing concerns regarding particulate matter emissions and potential odor impacts from the soybean processing operations. These comments were largely general in nature and did not raise specific technical objections to the permit terms or BACT analysis.

(b) One comment was submitted by Heartland Environmental Alliance ("HEA"), a regional environmental advocacy organization. HEA's comment letter questioned the adequacy of the proposed BACT determinations for NOx and PM2.5, specifically contending that selective catalytic reduction ("SCR") should have been evaluated as a feasible BACT option for the natural gas-fired process heater (EU-01) and that the emissions modeling underestimated near-field PM2.5 concentrations. HEA also requested that the IDNR hold a public hearing on the application.

(c) One comment was submitted by the Muscatine County Soil & Water Conservation District requesting clarification on the relationship between the air permit and proposed stormwater controls for the facility, particularly as they relate to particulate deposition on surrounding agricultural lands.

C&H prepared and submitted, on behalf of GAP, a comprehensive response to the public comments on July 28, 2023, for incorporation into the IDNR's responsiveness summary. With respect to HEA's comment regarding SCR, the response demonstrated that the BACT analysis properly followed the EPA's top-down methodology and that SCR was eliminated at Step 4 of the analysis due to disproportionate cost (annualized cost-effectiveness exceeding $12,500 per ton of NOx removed, compared to an average of $2,800 per ton for the selected BACT of low-NOx burners with flue gas recirculation). The IDNR agreed with this analysis in its responsiveness summary and did not require a public hearing, concluding that the degree of public interest did not warrant one under Iowa Administrative Code 567—22.5(3).

The IDNR issued its responsiveness summary on August 3, 2023, addressing all four comments and affirming the technical adequacy of the application and proposed permit conditions. The final PSD permit was issued on August 22, 2023, with an effective date of August 22, 2023. No appeal or petition for contested case hearing was filed within the applicable 30-day appeal period following issuance.

B. NPDES Individual Permit

The following summarizes the key identification and procedural information for the NPDES individual permit obtained for the MEF:

Public Comment Summary. During the 30-day public notice period for the NPDES permit application, the IDNR received a total of two public comments:

(a) One comment was submitted by HEA, expressing concern about the adequacy of the proposed effluent limits for total phosphorus and ammonia nitrogen, and requesting that the IDNR impose more stringent limits based on downstream water quality conditions in Sweetland Creek.

(b) One comment was submitted by the Prairie Farmers Coalition, a local agricultural interest group, expressing concern about potential impacts to Sweetland Creek water quality and downstream agricultural irrigation uses. The comment specifically requested assurances that the discharge would not introduce contaminants harmful to crops irrigated with water drawn from Sweetland Creek downstream of the proposed Outfall 001.

C&H coordinated with Pinnacle Environmental and Ridgeline Engineering to prepare a technical response addressing both comments, which was incorporated into the IDNR's responsiveness summary. The response demonstrated that the proposed effluent limits for total phosphorus (1.0 mg/L monthly average) and ammonia nitrogen (3.5 mg/L monthly average, April–October; 8.0 mg/L monthly average, November–March) are consistent with Iowa water quality standards and EPA recommended criteria for the protection of the designated uses of Sweetland Creek. With respect to agricultural irrigation concerns, the response noted that the effluent quality from the proposed treatment system would meet or exceed all applicable water quality standards for Class A1 and Class B(WW) uses, and that no irrigation-specific water quality criteria would be exceeded based on the wastewater characterization data.

The IDNR issued its responsiveness summary on August 10, 2023, concurring with the proposed effluent limits and declining to impose more stringent limitations. The IDNR additionally confirmed that a Tier 1 antidegradation review was sufficient and that no Tier 2 alternatives analysis was required, based on its determination that the proposed discharge would not result in a lowering of water quality below the level necessary to maintain existing uses of Sweetland Creek.

The final NPDES permit was issued on September 1, 2023, with an effective date of October 1, 2023, and a five-year permit term expiring September 30, 2028. No appeal or petition for contested case hearing was filed within the applicable appeal period following issuance.

IV. KEY PERMIT CONDITIONS — PSD AIR PERMIT NO. 23-A-0481

This section summarizes the principal conditions of PSD Air Permit No. 23-A-0481 that will govern the construction and operation of the MEF. GAP's internal EHS team should treat this summary as a reference guide, but must consult the full text of the issued permit for all operative conditions and requirements.

A. Emission Units and Applicable Limits

The PSD permit authorizes the construction and operation of the following emission units at the MEF, subject to the emission limitations and control requirements specified below:

The emission limits for EU-01 and EU-02 reflect the application of BACT as determined through the top-down analysis conducted by Pinnacle Environmental and approved by the IDNR. The 0.036 lb/MMBtu NOx limit for both units is consistent with demonstrated performance of low-NOx burner technology with FGR on similar natural gas-fired process equipment in the soybean processing and agricultural products industry.

The material handling emission unit (EU-04) encompasses all grain receiving, storage, and transfer operations, as well as the fertilizer loadout system. The 0.005 gr/dscf PM outlet concentration limit and 99.5% control efficiency requirement for the baghouse filters are among the more stringent limits imposed on similar operations in Iowa and reflect BACT as determined in the permit application.

The emergency diesel generator (EU-05) is limited to 500 hours of operation per year, consistent with the IDNR's standard conditions for emergency generators and with the applicable provisions of the Reciprocating Internal Combustion Engines (RICE) National Emission Standards for Hazardous Air Pollutants (NESHAP) under 40 C.F.R. Part 63, Subpart ZZZZ.

B. Aggregate Potential-to-Emit (Permitted)

The PSD permit establishes the following aggregate potential-to-emit ("PTE") values for the MEF on a facility-wide basis, representing the maximum permitted annual emissions for each criteria pollutant and greenhouse gases:

These aggregate PTE values represent the sum of maximum potential emissions from all authorized emission units at the facility, assuming maximum rated capacity and hours of operation, and accounting for the application of BACT controls where required.

C. BACT Requirements

BACT analysis was required for NOx, PM₁₀, PM₂.₅, and CO₂e. PSD review was triggered because the MEF's NOx PTE of 312 tons per year exceeds the 250 tons-per-year major-source threshold applicable to unnamed source categories under 40 C.F.R. § 52.21(b)(1)(i)(b) and Iowa Administrative Code 567—33.3(1). Additionally, the facility's GHG emissions of 148,600 tons per year CO₂e trigger PSD review for greenhouse gases as an "anyway" source — that is, a source that is already subject to PSD review for at least one non-GHG pollutant and has GHG PTE exceeding 75,000 tons per year CO₂e, in accordance with the EPA's Tailoring Rule framework as incorporated into Iowa's PSD program.

The proposed BACT controls, as approved by the IDNR in the final permit, are as follows:

(a) NOx on EU-01 and EU-02: Low-NOx burners with flue gas recirculation (FGR), achieving a NOx emission rate of 0.036 lb/MMBtu. SCR was evaluated at the top of the BACT hierarchy but eliminated at Step 4 based on cost-effectiveness analysis (annualized cost of approximately $12,500 per ton of NOx removed, compared to approximately $2,800 per ton for the selected BACT option). Ultra-low NOx burners (ULNB) were evaluated but determined to be technically infeasible for the specific process heater and dryer configurations at the MEF based on vendor specifications.

(b) PM₁₀ and PM₂.₅ on EU-04: Pulse-jet baghouse filters achieving a PM outlet concentration of 0.005 gr/dscf and overall control efficiency of 99.5%. This represents the highest level of particulate control technology available for grain and fertilizer handling operations and was determined to be BACT at the top of the control hierarchy.

(c) PM on EU-06 (Cooling Towers): High-efficiency drift eliminators at a 0.0005% drift rate. This represents current state-of-the-art drift elimination technology for induced-draft cooling towers.

(d) CO₂e (Facility-wide): BACT for GHG was determined to be energy efficiency measures, including the use of natural gas as the primary fuel source (as opposed to coal, fuel oil, or other higher-carbon fuels), high-efficiency burner designs, and waste heat recovery on the process heater (EU-01). No add-on GHG control technology (such as carbon capture and sequestration) was determined to be technically or economically feasible for a facility of this type and scale.

D. Air Dispersion Modeling Compliance

Pinnacle Environmental performed air dispersion modeling for the MEF using AERMOD Version 23.1, the EPA's preferred regulatory dispersion model. The modeling analysis utilized a five-year meteorological dataset (2018–2022) from Muscatine Municipal Airport (station identifier KMUT), which is the nearest representative National Weather Service surface station. A Cartesian receptor grid with 50-meter spacing was used, extending to a distance of 5 kilometers from the facility in all directions. Additional discrete receptors were placed at property boundaries and at the locations of nearby residences and other sensitive receptors.

The modeling demonstrated compliance with all applicable National Ambient Air Quality Standards ("NAAQS") and PSD increments for all criteria pollutants. The key modeling result of note is the 24-hour PM₁₀ impact analysis:

• Maximum 24-hour PM₁₀ modeled facility impact: 38.2 µg/m³

• Background 24-hour PM₁₀ concentration: 72 µg/m³

• Total predicted 24-hour PM₁₀ concentration: 110.2 µg/m³

• Applicable NAAQS (24-hour PM₁₀): 150 µg/m³

• Result: Compliant (110.2 µg/m³ is 73.5% of the NAAQS)

The nearest identified sensitive receptor is a private residence located approximately 0.42 miles (2,218 feet) east-northeast of the proposed stack location for EU-01. Modeled impacts at this receptor were below the significant impact levels ("SILs") for all criteria pollutants, confirming that the MEF's emissions will not cause or contribute to a violation of any NAAQS or PSD increment at this or any other receptor location.

E. Monitoring and Reporting Requirements

PSD Permit No. 23-A-0481 imposes the following monitoring, testing, recordkeeping, and reporting requirements:

Continuous Emissions Monitoring (CEMS). A continuous emissions monitoring system for NOx is required on EU-01 (natural gas-fired process heater, 120 MMBtu/hr). The CEMS must be installed, certified, and operational prior to initial startup of EU-01 and must comply with the quality assurance and quality control procedures specified in 40 C.F.R. Part 60, Appendix F, and 40 C.F.R. Part 75, as applicable. CEMS data must be reduced and reported in accordance with permit conditions and IDNR Air Quality Bureau requirements.

Quarterly Stack Testing. Quarterly performance testing (stack testing) is required for particulate matter emissions on EU-04 (material handling and storage — baghouse outlet). Stack testing must be conducted using EPA Reference Methods 1 through 5 (or equivalent methods approved by the IDNR) and must demonstrate ongoing compliance with the 0.005 gr/dscf PM outlet concentration limit and 99.5% control efficiency requirement. Test results must be submitted to the IDNR Air Quality Bureau within 60 days of each test event.

Recordkeeping. The following records must be maintained at the facility and made available for IDNR inspection upon request:

(a) Operating hours log for EU-05 (emergency diesel generator), documenting each start event, run duration, and reason for operation, to demonstrate compliance with the 500 hour-per-year operational cap.

(b) Monthly fuel usage records for EU-01, EU-02, and EU-03, in terms of total natural gas consumed (measured in million standard cubic feet or MMBtu), to support emissions calculations.

(c) Baghouse pressure differential readings for EU-04, recorded on a continuous or daily basis, to verify proper filter operation and maintenance.

(d) CEMS data records for NOx on EU-01, maintained in accordance with applicable data reduction and quality assurance requirements.

Annual Emissions Inventory. GAP is required to submit an annual emissions inventory to the IDNR Air Quality Bureau, reporting actual annual emissions from all emission units authorized under the PSD permit. The emissions inventory must be submitted using the IDNR's electronic reporting system in accordance with the schedule established by the IDNR (typically due by March 31 of the year following the reporting period).

F. Construction Commencement Deadline

A critical condition of PSD Permit No. 23-A-0481 is that construction of the MEF must commence within 18 months of the permit issuance date. Because the permit was issued on August 22, 2023, the construction commencement deadline is February 22, 2025. Under the PSD regulations (40 C.F.R. § 52.21(r)(2) and Iowa Administrative Code 567—33.3(17)), if construction does not commence within 18 months of permit issuance — or if construction is discontinued for 18 months or more — the permit expires and is no longer valid.

"Commencement of construction" is generally defined as having all necessary preconstruction approvals and having either begun a continuous program of actual on-site construction or entered into binding contractual obligations for construction that cannot be canceled without substantial loss. GAP must ensure that ground-breaking or equivalent physical on-site construction activity occurs on or before February 22, 2025, to preserve the validity of the PSD permit. We recommend that GAP calendar this date prominently and coordinate with its construction contractor to ensure compliance with this deadline.

V. KEY PERMIT CONDITIONS — NPDES PERMIT NO. IA0082917

This section summarizes the principal conditions of NPDES Permit No. IA0082917 that will govern the discharge of treated process wastewater and stormwater from the MEF. As with the PSD permit summary above, GAP's internal EHS team should treat this summary as a reference guide and should consult the full text of the issued permit for all operative conditions and requirements.

A. Authorized Discharge Points

The NPDES permit authorizes discharges from the MEF to Sweetland Creek at two designated outfall locations:

Outfall 001: This outfall is authorized for the discharge of treated process wastewater, consisting primarily of soybean wash water, cooling tower blowdown, and other process contact water generated by the soybean processing and fertilizer blending operations. The design flow for Outfall 001 is 0.38 million gallons per day ("MGD"). This outfall represents the primary continuous discharge point from the facility's wastewater treatment system.

Outfall 002: This outfall is authorized for the intermittent discharge of stormwater runoff from paved areas of the facility, including the fertilizer loadout pad and truck wash area. Discharges from Outfall 002 are expected to occur only during and following precipitation events and are subject to the SWPPP requirements described in Section V.D below.

B. Treatment System Description

The permit conditions are predicated upon the design and operation of a wastewater treatment system consisting of the following unit processes in sequence:

1. Equalization basin — to attenuate flow and loading variations from the various process wastewater streams;

2. Dissolved air flotation (DAF) unit — for primary removal of oils, greases, and suspended solids from the combined process wastewater stream;

3. Three-cell aerated lagoon system — providing biological treatment of organic matter and ammonia nitrogen. The lagoon system has a total surface area of 4.2 acres and is designed for an 18-day hydraulic retention time at the design flow of 0.38 MGD;

4. Ultraviolet (UV) disinfection system — for destruction of fecal coliform bacteria prior to discharge; and

5. Discharge via Outfall 001 to Sweetland Creek.

This treatment train was designed by Ridgeline Engineering Group LLC in coordination with Pinnacle Environmental, and was evaluated and approved by the IDNR Water Quality Bureau as capable of achieving the effluent limitations established in the permit.

C. Effluent Limits (Outfall 001)

The permit establishes the following effluent limitations for the treated process wastewater discharge at Outfall 001:

The seasonal ammonia nitrogen limits (3.5 mg/L in the warmer months, 8.0 mg/L in the colder months) reflect the temperature-dependent toxicity of ammonia to aquatic life and are consistent with Iowa water quality standards for the protection of Class B(WW) warm water aquatic life uses in Sweetland Creek.

The total phosphorus limit of 1.0 mg/L monthly average is consistent with EPA guidance and Iowa nutrient reduction strategy targets and was determined by the IDNR to be protective of the receiving water quality. This limit will require careful management of the DAF and lagoon treatment processes, as phosphorus removal in aerated lagoon systems can be variable. GAP should work with its operations team and Pinnacle Environmental to develop a phosphorus management plan and to evaluate whether chemical phosphorus precipitation (e.g., aluminum sulfate or ferric chloride addition) may be needed to consistently achieve this limit.

D. Stormwater Requirements (Outfall 002)

A Stormwater Pollution Prevention Plan ("SWPPP") is required as a condition of the Outfall 002 discharge authorization. The SWPPP was prepared by Pinnacle Environmental Consultants Inc. in coordination with Ridgeline Engineering and was reviewed by C&H for legal sufficiency and regulatory compliance prior to submittal to the IDNR. The SWPPP addresses the following elements:

• Identification and mapping of all stormwater drainage areas, flow paths, and discharge points at the MEF;

• Inventory of potential pollutant sources, including fertilizer handling and storage areas, the truck wash, fuel storage tanks, and paved surfaces with vehicle traffic;

• Description of stormwater best management practices ("BMPs"), including vegetated filter strips, silt fencing during construction, secondary containment for bulk chemical storage, and good housekeeping practices for the fertilizer loadout pad;

• Procedures for spill prevention and response; and

• Monitoring and inspection protocols.

An annual SWPPP inspection is required at minimum once per calendar year. Inspection reports must be documented in writing, maintained on-site at the MEF, and made available for review by the IDNR upon request. The annual inspection should evaluate the effectiveness of existing BMPs, identify any deficiencies or necessary corrective actions, and document any changes in facility operations or drainage patterns that may affect stormwater quality.

E. Discharge Monitoring Reports (DMRs)

Discharge Monitoring Reports must be submitted to the IDNR Water Quality Bureau on a monthly basis. Each DMR must include the results of monitoring for all parameters specified in the Outfall 001 effluent limitations, as well as flow data and any other parameters required by the permit. Sampling must be conducted at the frequencies and using the analytical methods specified in the permit. DMRs must be submitted electronically through the IDNR's online reporting system by the deadline specified in the permit (typically the 28th day of the month following the monitoring period).

Failure to submit timely and accurate DMRs constitutes a permit violation and may result in enforcement action by the IDNR. GAP should establish internal procedures and assign responsibility for DMR preparation, quality review, and submission to ensure continuous compliance with this obligation.

F. Permit Term and Renewal

NPDES Permit No. IA0082917 has a five-year term, effective October 1, 2023 through September 30, 2028. Under Iowa Administrative Code 567—64.4(2) and 40 C.F.R. § 122.21(d), a complete application for permit renewal must be filed with the IDNR at least 180 days before the expiration of the existing permit. Accordingly, the renewal application deadline is on or before approximately April 4, 2028.

Timely filing of a complete renewal application extends the authority of the existing permit beyond its expiration date, pending final action by the IDNR on the renewal application, in accordance with Iowa Administrative Code 567—64.4(3) and the administrative continuance provisions of federal law. Failure to file a timely renewal application would result in the permit expiring on September 30, 2028, after which any discharge from Outfall 001 would be unauthorized and in violation of the Clean Water Act.

GAP should calendar the April 4, 2028, renewal application deadline and should begin preparation of the renewal application materials no later than approximately January 2028, to allow adequate time for assembly of the required application forms, updated wastewater characterization data, compliance history summary, and any other supporting information required by the IDNR.

VI. COMPLIANCE WITH BRIARWOOD CAPITAL PERMIT MILESTONE

The Credit Agreement between GAP and Briarwood Capital Partners LP (Reference No. BCP-AG-2023-0092, dated February 15, 2023) establishes, at Section 4.02(g), an environmental permit milestone condition precedent to the release of the $89,000,000 second drawdown tranche of the $178,000,000 senior secured term facility. Specifically, the Credit Agreement requires that "all material environmental permits necessary for the construction and operation of the Muscatine Expansion Facility" be obtained within 210 calendar days of the commencement of the environmental permitting engagement (i.e., within 210 calendar days of March 9, 2023), establishing a milestone deadline of October 5, 2023.

The following demonstrates satisfaction of this condition precedent:

1. PSD Air Construction Permit No. 23-A-0481 was issued by the IDNR, Air Quality Bureau, on August 22, 2023 — a full 44 calendar days before the October 5, 2023 milestone deadline.

2. NPDES Individual Permit No. IA0082917 was issued by the IDNR, Water Quality Bureau, on September 1, 2023 — a full 34 calendar days before the October 5, 2023 milestone deadline.

No other material environmental permits were identified as necessary for the construction and operation of the MEF during the course of this engagement. The conditional use permit (CUP No. MC-2022-041) was obtained prior to the commencement of this engagement and remains in full force and effect. Accordingly, the environmental permit milestone condition precedent to the $89,000,000 second drawdown tranche has been fully satisfied.

On September 5, 2023, C&H transmitted a permit status certification letter to Martin Eggers, Partner, at Trask Whitfield & Coe LLP, counsel to Briarwood Capital, enclosing certified copies of both issued permits. The certification letter confirmed that, in the opinion of counsel, all material environmental permits required for the construction and operation of the MEF have been obtained and are in full force and effect as of the date of the certification. As of the date of this memorandum, no objection, deficiency notice, or request for additional information has been received from Briarwood Capital or its counsel in response to the certification letter.

GAP is now in a position to request the second drawdown tranche from Briarwood Capital at such time as it has satisfied any remaining conditions precedent under the Credit Agreement, which are outside the scope of this environmental permitting engagement.

VII. SUMMARY TIMELINE OF KEY EVENTS

The following table presents a chronological summary of all key events and milestones in the MEF permitting engagement:

VIII. RECOMMENDATIONS FOR ONGOING COMPLIANCE

A. Immediate Action Items for GAP

Based on the permit conditions summarized in Sections IV and V above, the following immediate action items should be prioritized by GAP's internal EHS team and project management personnel:

1. Construction Commencement Deadline. GAP must ensure that construction of the MEF commences on or before February 22, 2025, which is 18 months from the issuance date of PSD Permit No. 23-A-0481. Failure to commence construction by this date will result in expiration of the PSD permit. "Commencement of construction" requires either the initiation of a continuous program of physical on-site construction or the execution of binding contractual obligations for construction that cannot be canceled or modified without substantial loss. GAP should coordinate with its construction contractor and with Margaret Solberg (VP of Operations / Muscatine Project Lead) to confirm that the project timeline supports compliance with this deadline.

2. Installation and Commissioning of CEMS. GAP must install and commission a continuous emissions monitoring system (CEMS) for NOx on EU-01 (natural gas-fired process heater) prior to the initial startup of that emission unit. The CEMS must be installed in accordance with the applicable specifications in 40 C.F.R. Part 60, Appendix B, and must be certified through a relative accuracy test audit (RATA) prior to commencing operation. GAP should begin CEMS procurement and installation planning as part of the construction phase to ensure that the system is operational and certified in advance of the initial startup date.

3. DMR Reporting Procedures. GAP must establish internal procedures for the preparation and submission of Discharge Monitoring Reports (DMRs) for Outfall 001 to the IDNR Water Quality Bureau on a monthly basis, commencing from the permit effective date of October 1, 2023. Although the wastewater treatment system is not expected to be operational at that date (as construction of the facility has not yet begun), GAP should confirm with the IDNR whether DMR submissions are required during periods when no discharge is occurring, as many NPDES permits require "no discharge" DMRs to be filed during such periods. Derek Yun (Director of EHS) should contact Amy Lindstrom at the IDNR Water Quality Bureau to clarify this requirement.

4. SWPPP Implementation. GAP must implement the Stormwater Pollution Prevention Plan (SWPPP) prepared by Pinnacle Environmental for Outfall 002 and must establish a calendar for the required annual SWPPP inspections. The SWPPP should be implemented concurrently with the commencement of site construction activities, as stormwater from construction activities on the paved and graded portions of the site may be routed through Outfall 002. GAP should also ensure that the SWPPP is updated as necessary to reflect changes in site conditions or facility operations during and after construction.

5. NPDES Renewal Calendar. GAP must calendar the NPDES permit renewal application deadline of approximately April 4, 2028 (180 days before the September 30, 2028 expiration of NPDES Permit No. IA0082917). Preparation of the renewal application should commence no later than January 2028 to allow sufficient time for assembly of required data, including updated wastewater characterization results, compliance history, and any facility modifications or operational changes that may have occurred during the initial permit term.

B. Engagement of Ongoing Environmental Compliance Counsel

C&H recommends that GAP engage ongoing environmental compliance counsel to manage the various permit compliance obligations described in this memorandum, to monitor regulatory developments at the state and federal level that may affect the MEF's permits or operations, and to handle any future permit modifications, renewals, or enforcement matters. The ongoing compliance obligations associated with the PSD and NPDES permits — including CEMS certification and data management, quarterly stack testing oversight, DMR review and submission, SWPPP management, annual emissions inventory reporting, and NPDES renewal preparation — represent a sustained workload that would benefit from dedicated legal oversight.

Calderwood & Harkness LLP is available to serve in this capacity if GAP desires, and we would be pleased to prepare a scope of work and fee estimate for an ongoing environmental compliance engagement. Alternatively, GAP may wish to engage Iowa-based environmental compliance counsel who can provide more immediate local presence and familiarity with IDNR regulatory staff and procedures.

C. Continued Role of Pinnacle Environmental Consultants Inc.

Pinnacle Environmental Consultants Inc. has the institutional knowledge and technical capability to support GAP's ongoing compliance monitoring needs for the MEF. Specifically, Pinnacle is available to provide the following services:

• Quarterly stack testing for PM emissions on EU-04, including test planning, field execution, data analysis, and report preparation for submission to the IDNR Air Quality Bureau;

• Annual emissions inventory preparation for submission to the IDNR, including compilation of fuel usage data, operating hours, CEMS data, and stack test results into the required emissions inventory format;

• SWPPP inspection support, including conducting or assisting with the required annual SWPPP inspections and preparing inspection reports;

• Air dispersion modeling updates, if needed in connection with any future facility modifications or permit amendments; and

• Wastewater characterization and treatment system optimization support in coordination with Karen Ott, Senior Water Quality Scientist.

GAP should coordinate with Dr. Leonard Fisk, P.E. (air quality) and Karen Ott (water quality) at Pinnacle Environmental regarding the scope, timing, and fee arrangements for these ongoing services. We recommend that GAP execute a continuing services agreement with Pinnacle prior to the commencement of construction to ensure seamless transition from the permitting phase to the construction and operational compliance phases.

IX. DOCUMENT RETENTION AND FILE INDEX

The following is a summary index of the key documents maintained in the C&H matter file for Matter No. 1020-00004. All documents are retained in both electronic and hard copy form in accordance with the Firm's document retention policies.

1. Engagement Letter — Executed March 9, 2023, between Calderwood & Harkness LLP and Greenfield Agricultural Partners LLC.

2. PSD Air Permit Application and Supporting Materials — Filed April 28, 2023, including the completed IDNR Air Construction Permit Application Form, emissions inventory spreadsheets, BACT analysis memorandum, process flow diagrams (provided by Ridgeline Engineering), AERMOD air dispersion modeling report and electronic model files (prepared by Pinnacle Environmental), and all attachments and exhibits.

3. NPDES Permit Application and Supporting Materials — Filed May 5, 2023, including the completed EPA Form 2C (Application for Permit to Discharge Process Wastewater), wastewater characterization study (prepared by Pinnacle Environmental), treatment system design summary (prepared by Ridgeline Engineering), Stormwater Pollution Prevention Plan (prepared by Pinnacle Environmental), facility site plan, and all attachments and exhibits.

4. IDNR Correspondence — All correspondence with the IDNR Air Quality Bureau and Water Quality Bureau, including completeness review comment letters, responses to completeness comments (including the May 15, 2023 response to IDNR air completeness comments), requests for additional information, and general correspondence regarding application status and scheduling.

5. Public Comments and Response Letters — Copies of all public comments received during the PSD and NPDES public notice periods (four air permit comments and two NPDES permit comments), together with GAP's response letters prepared by C&H for submittal to the IDNR.

6. IDNR Responsiveness Summaries — IDNR responsiveness summary for PSD permit application (issued August 3, 2023) and IDNR responsiveness summary for NPDES permit application (issued August 10, 2023).

7. Issued Permits — PSD Air Construction Permit No. 23-A-0481 (issued August 22, 2023) and NPDES Individual Permit No. IA0082917 (issued September 1, 2023).

8. Permit Status Certification Letter — Letter from C&H to Martin Eggers at Trask Whitfield & Coe LLP (counsel to Briarwood Capital Partners LP), dated September 5, 2023, certifying satisfaction of the environmental permit milestone condition precedent, with enclosed copies of both issued permits.

9. Internal Memoranda — Regulatory strategy memorandum (March 2023, outlining the permitting approach and timeline); public comment response strategy memorandum (July 2023, analyzing the HEA comment and recommending response approach); and this Closing Memorandum (September 12, 2023).

Copies of all issued permits, the permit status certification letter, and other key correspondence have been provided to Patricia Caldwell (General Counsel & VP of Regulatory Affairs) and Derek Yun (Director of EHS) at GAP. The Firm will retain the complete matter file in accordance with its standard retention policies, subject to any specific instructions from the Client regarding document preservation.

X. CONCLUSION

The permitting engagement for the Muscatine Expansion Facility has been successfully completed. Both the Prevention of Significant Deterioration air construction permit (Permit No. 23-A-0481) and the NPDES individual permit (Permit No. IA0082917) have been obtained from the Iowa Department of Natural Resources without the need for a public hearing, contested case proceeding, or administrative appeal. Both permits were issued well within the 210-calendar-day environmental permit milestone established under the Briarwood Capital Partners LP Credit Agreement, with the PSD permit issued 44 days ahead of the deadline and the NPDES permit issued 34 days ahead of the deadline. The condition precedent to the $89,000,000 second drawdown tranche has been satisfied, and the permit status certification has been delivered to lender's counsel.

We recommend that this matter be closed as of September 14, 2023, subject to any questions or further instructions from the Responsible Partner or Billing Partner. Ongoing compliance responsibilities should be transitioned to GAP's internal EHS team under the direction of Derek Yun, with the engagement of ongoing environmental compliance counsel and continued support from Pinnacle Environmental Consultants Inc. as described in Section VIII above.

We wish to express our appreciation for the excellent coordination and responsiveness demonstrated throughout this engagement by GAP's internal team — particularly Patricia Caldwell, Derek Yun, and Margaret Solberg — as well as by the external consultants at Pinnacle Environmental Consultants Inc. (Dr. Leonard Fisk and Karen Ott) and Ridgeline Engineering Group LLC (Thomas Novak). The successful and timely outcome of this engagement was made possible by the collaborative efforts of all parties involved.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Rafael Dominguez Lead Associate Environmental & Regulatory Practice Group

Date: September 12, 2023

cc: Cynthia Ho, Working Associate, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP — CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is privileged and confidential. It is intended solely for the use of the individuals named above and should not be distributed, copied, or disclosed to any third party without the prior written consent of the Responsible Partner.

Item	Detail
Permit Number	23-A-0481
Issuing Authority	Iowa Department of Natural Resources, Air Quality Bureau
IDNR Permit Reviewer	Jonathan Kreske, P.E., Environmental Engineer
Permit Type	Prevention of Significant Deterioration (PSD) Construction Permit under Iowa Administrative Code 567—Chapter 33 and 40 C.F.R. § 52.21 (federal Clean Air Act, Title I, Part C)
Application Filed	April 28, 2023
Completeness Determination	May 19, 2023
Public Notice Period	June 12 – July 12, 2023 (30 days)
Public Comments Received	4 total
GAP Responses to Comments Submitted	July 28, 2023
IDNR Responsiveness Summary Issued	August 3, 2023
Permit Issued	August 22, 2023
Permit Effective Date	August 22, 2023
Attainment Status	Muscatine County is designated attainment for all criteria pollutants under the Clean Air Act
Item	Detail
Permit Number	IA0082917
Issuing Authority	Iowa Department of Natural Resources, Water Quality Bureau
IDNR Permit Reviewer	Amy Lindstrom, Environmental Specialist Senior
Permit Type	NPDES Individual Permit under Iowa Administrative Code 567—Chapter 64 and the federal Clean Water Act, 33 U.S.C. § 1342
Application Filed	May 5, 2023
Completeness Determination	May 30, 2023
Public Notice Period	June 19 – July 19, 2023 (30 days)
Public Comments Received	2 total
IDNR Responsiveness Summary Issued	August 10, 2023
Permit Issued	September 1, 2023

Permit Effective Date	October 1, 2023
Permit Term	5 years (expires September 30, 2028)
Receiving Water	Sweetland Creek (tributary of the Mississippi River)
Classified Uses of Receiving Water	Class A1 (Primary Contact Recreation); Class B(WW) (Warm Water Aquatic Life)
Antidegradation Review	Tier 1 (existing uses maintained); no Tier 2 alternatives analysis required per IDNR determination
Emission Unit	Description	Key Emission Limits / Controls
EU-01	Natural gas-fired process heater (120 MMBtu/hr rated capacity)	NOx: 0.036 lb/MMBtu; BACT: low-NOx burners with flue gas recirculation (FGR)
EU-02	Soybean dryer (80 MMBtu/hr rated capacity, natural gas-fired)	NOx: 0.036 lb/MMBtu; BACT: low-NOx burners with FGR
EU-03	Fertilizer granulation dryer (60 MMBtu/hr rated capacity, natural gas-fired)	Standard emission limits per manufacturer specifications and permit conditions
EU-04	Material handling and storage (grain elevators, conveyors, fertilizer loadout)	PM outlet concentration: 0.005 gr/dscf; BACT: baghouse filters with 99.5% control efficiency
EU-05	Emergency diesel generator (2,000 kW rated capacity)	Operational limit: 500 hours per year; compliance with 40 C.F.R. Part 63, Subpart ZZZZ (RICE NESHAP)
EU-06	Cooling towers (two cells, 18,000 gpm combined circulation rate)	Drift eliminators at 0.0005% drift rate
Pollutant	Potential-to-Emit (tons per year)
Oxides of Nitrogen (NOx)	312
Sulfur Dioxide (SO₂)	28
Particulate Matter ≤ 10 microns (PM₁₀)	196
Particulate Matter ≤ 2.5 microns (PM₂.₅)	87
Carbon Monoxide (CO)	245
Volatile Organic Compounds (VOC)	164
Greenhouse Gases (CO₂e)	148,600
Parameter	Monthly Average Limit	Daily Maximum Limit
BOD₅ (5-Day Biochemical Oxygen Demand)	30 mg/L	45 mg/L
TSS (Total Suspended Solids)	30 mg/L	45 mg/L
pH	6.5 – 9.0 (instantaneous)	6.5 – 9.0 (instantaneous)
NH₃-N (Ammonia Nitrogen) — April through October	3.5 mg/L	—

NH₃-N (Ammonia Nitrogen) — November through March	8.0 mg/L	—
Total Phosphorus	1.0 mg/L	—
Oil & Grease	—	10 mg/L
Fecal Coliform	200 CFU/100 mL (monthly geometric mean)	—
Date	Event
November 15, 2022	Conditional Use Permit No. MC-2022-041 approved by Muscatine County Board of Supervisors
January 20, 2023	Site acquired from Reinholt Family Trust ($3,820,000; 147 acres)
February 15, 2023	Credit Agreement executed between GAP and Briarwood Capital Partners LP (Ref. No. BCP-AG-2023-0092)
March 9, 2023	C&H matter opened; engagement letter executed; 210-day environmental permit milestone period commences
April 28, 2023	PSD air construction permit application filed with IDNR Air Quality Bureau
May 5, 2023	NPDES individual permit application filed with IDNR Water Quality Bureau
May 15, 2023	C&H response to IDNR air application completeness review comments submitted
May 19, 2023	IDNR Air Quality Bureau issues completeness determination for PSD application
May 30, 2023	IDNR Water Quality Bureau issues completeness determination for NPDES application
June 12, 2023	PSD air permit public notice period begins (30 days)
June 19, 2023	NPDES permit public notice period begins (30 days)
July 12, 2023	PSD air permit public notice period ends; 4 public comments received
July 19, 2023	NPDES permit public notice period ends; 2 public comments received
July 28, 2023	C&H submits GAP's responses to HEA and other air permit public comments to IDNR
August 3, 2023	IDNR issues responsiveness summary for PSD air permit application
August 10, 2023	IDNR issues responsiveness summary for NPDES permit application
August 22, 2023	PSD Air Construction Permit No. 23-A-0481 issued (44 days before milestone deadline)
September 1, 2023	NPDES Individual Permit No. IA0082917 issued (34 days before milestone deadline)
September 5, 2023	Permit status certification letter transmitted to Trask Whitfield & Coe LLP (lender's counsel)
October 5, 2023	Briarwood Capital environmental permit milestone deadline (satisfied)

CALDERWOOD & HARKNESS LLP — CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
TO: James Prentice, Responsible Partner Sandra Tung, Billing Partner
FROM: Rafael Dominguez, Lead Associate
DATE: September 12, 2023
RE: Closing Memorandum — Muscatine Expansion Facility Permitting — Summary of Permits Obtained and Compliance Obligations
C&H MATTER NO.: 1020-00004
CLIENT: Greenfield Agricultural Partners LLC
This memorandum is protected as Attorney Work Product prepared in anticipation of and in furtherance of the rendering of legal services. It is intended solely for internal Calderwood & Harkness LLP distribution and should not be disclosed to any third party without the prior written consent of the Responsible Partner.
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I. PURPOSE AND EXECUTIVE SUMMARY
This memorandum summarizes the completion of Calderwood & Harkness LLP's ("C&H" or the "Firm") engagement on behalf of Greenfield Agricultural Partners LLC ("GAP" or the "Client") in connection with the procurement of all air quality and water discharge permits required for the construction and operation of the Muscatine Expansion Facility (the "MEF" or the "Facility"). The purpose of this memorandum is to provide a comprehensive record of the permits obtained, the key conditions and compliance obligations arising from those permits, and our recommendations for the Client's ongoing compliance activities following matter closure.
This matter was opened on March 9, 2023, upon execution of the engagement letter between C&H and GAP. As of the date of this memorandum, all material environmental permits necessary for the construction and operation of the MEF have been obtained. Specifically, the Firm successfully secured the following two permits on behalf of GAP:
1.  Prevention of Significant Deterioration (PSD) Air Construction Permit No. 23-A-0481, issued by the Iowa Department of Natural Resources ("IDNR"), Air Quality Bureau, on August 22, 2023; and
2.  National Pollutant Discharge Elimination System (NPDES) Individual Permit No. IA0082917, issued by the IDNR, Water Quality Bureau, on September 1, 2023.
Both permits were obtained well in advance of the environmental permit milestone deadline of October 5, 2023, established under the Credit Agreement between GAP and Briarwood Capital Partners LP ("Briarwood Capital") (Reference No. BCP-AG-2023-0092, dated February 15, 2023). That Credit Agreement requires that all material environmental permits for the MEF be obtained within 210 calendar days of March 9, 2023, as a condition precedent to the release of the $89,000,000 second drawdown tranche of the $178,000,000 senior secured term facility. The PSD permit was issued 44 days before the milestone deadline, and the NPDES permit was issued 34 days before the milestone deadline, thereby satisfying this condition precedent in full.
On September 5, 2023, a permit status certification letter was transmitted to Trask Whitfield & Coe LLP (Martin Eggers, Partner), counsel to Briarwood Capital, enclosing certified copies of both issued permits. To date, no objection or deficiency notice has been received from lender's counsel in response to that certification.
Neither permit was subject to a public hearing or administrative appeal. Although four public comments were received during the air permit public notice period and two public comments were received during the NPDES permit public notice period, none of the commenters filed a request for an appeal or contested case proceeding following issuance of the IDNR responsiveness summaries and final permit decisions.
We recommend that the matter be closed as of September 14, 2023, and that ongoing compliance responsibilities be transitioned to GAP's internal Environmental, Health, and Safety ("EHS") team, led by Derek Yun, Director of EHS. We further recommend that GAP consider the engagement of ongoing environmental compliance counsel to manage the various monitoring, reporting, and renewal obligations associated with these permits, as described in greater detail in Section VIII of this memorandum.
II. BACKGROUND — THE MUSCATINE EXPANSION FACILITY
A. Client and Project Overview
Greenfield Agricultural Partners LLC is an Iowa limited liability company organized and existing under the laws of the State of Iowa (Iowa Secretary of State Filing No. 548213; Employer Identification Number 46-3827194). GAP maintains its principal offices at 4200 Prairie Wind Drive, Suite 300, West Des Moines, Iowa 50266. The company was founded in 2011 by the Halverson family and has grown into a significant participant in the Midwestern soybean processing and agricultural products industry. GAP currently operates three existing soybean crush facilities: two located in Iowa and one located in Nebraska. For the fiscal year ended December 31, 2022, GAP reported revenues of approximately $485 million and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately $62 million.
The MEF project represents a substantial expansion of GAP's processing capacity and a strategic diversification into specialty fertilizer blending. As designed, the MEF will house a new soybean processing operation projected to add 3,200 tons per day of crush capacity, along with a 450-ton-per-day granular fertilizer blending line. The addition of the fertilizer blending line represents GAP's first entry into the downstream specialty fertilizer market and is expected to create significant value through vertical integration of soybean meal byproducts into fertilizer formulations. Upon full commissioning, the MEF is expected to be one of the larger soybean processing facilities in the State of Iowa by throughput capacity.
B. Project Site
The MEF is to be constructed on a 147-acre site located at 14800 Highway 61 North, Muscatine, Iowa 52761, within unincorporated Muscatine County. The site is identified by Muscatine County Parcel ID 0735-19-200-004. The parcel is situated approximately five miles north of the City of Muscatine along the U.S. Highway 61 corridor, providing favorable access to transportation infrastructure, including both highway and rail connections.
GAP acquired the site from the Reinholt Family Trust on January 20, 2023, for a purchase price of $3,820,000, representing approximately $25,986 per acre. Title work and closing were handled by Hawkeye Title & Escrow LLC. A Phase I Environmental Site Assessment and a limited Phase II investigation were completed by Pinnacle Environmental Consultants Inc. prior to acquisition and identified no recognized environmental conditions or areas of concern requiring further investigation or remediation.
The site is zoned Agricultural-Industrial ("AI") under the Muscatine County zoning ordinance. A conditional use permit (CUP No. MC-2022-041) was approved on November 15, 2022, by the Muscatine County Board of Supervisors, authorizing the construction and operation of a soybean processing and fertilizer blending facility on the property. The CUP was not appealed and became final on December 15, 2022. The CUP includes standard conditions relating to setback requirements, access road improvements, screening and buffering from adjacent agricultural parcels, and hours of heavy truck operation.
C. Estimated Project Capital Cost and Financing
The total estimated capital cost of the MEF is $178,000,000. This figure encompasses site preparation, structural and process equipment, wastewater treatment system construction, utility connections, rail spur installation, and soft costs including engineering, permitting, and project management.
The project is financed by Briarwood Capital Partners LP, a Delaware limited partnership serving as the senior secured lender, under a $178,000,000, five-year senior secured term facility bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 275 basis points. The governing Credit Agreement is Reference No. BCP-AG-2023-0092, dated February 15, 2023 (the "Credit Agreement"). Pursuant to Section 4.02(g) of the Credit Agreement, the environmental permit milestone requires that all material environmental permits for the MEF be obtained within 210 calendar days of the commencement of C&H's engagement, which commenced on March 9, 2023. This establishes a milestone deadline of October 5, 2023. Satisfaction of this condition precedent is required before GAP may draw down the $89,000,000 second tranche of the credit facility, which is allocated to the construction and commissioning phases of the project. The initial $89,000,000 first tranche was drawn at closing of the Credit Agreement and has been deployed to site acquisition, detailed engineering, and early procurement activities.
D. Engagement Team and Consultants
The following C&H personnel served on the engagement team for this matter:
•  James Prentice — Responsible Partner
•  Sandra Tung — Billing Partner
•  Rafael Dominguez — Lead Associate (author of this memorandum)
•  Cynthia Ho — Working Associate
The following external environmental and engineering consultants were engaged by GAP (with C&H coordinating their work product as it related to the permitting strategy and applications):
•  Pinnacle Environmental Consultants Inc. — Engaged as the primary environmental consultant for the MEF permitting effort. Dr. Leonard Fisk, P.E., Principal of Pinnacle's Air Quality Practice, oversaw the preparation of emissions inventories, AERMOD air dispersion modeling analyses, and Best Available Control Technology ("BACT") analyses for the PSD permit application. Karen Ott, Senior Water Quality Scientist at Pinnacle, was responsible for the wastewater characterization study, effluent limitation development support, and preparation of the Stormwater Pollution Prevention Plan ("SWPPP") submitted in connection with the NPDES permit application.
•  Ridgeline Engineering Group LLC — Served as the facility design engineer for the MEF. Thomas Novak, P.E., Project Manager, provided the process flow diagrams, mass-balance data, equipment specifications, and stormwater management plans that formed the engineering basis for both permit applications.
The following GAP personnel served as the primary client contacts throughout the engagement and provided essential coordination, technical input, and decision-making authority:
•  Patricia Caldwell — General Counsel and Vice President of Regulatory Affairs
•  Derek Yun — Director of Environmental, Health, and Safety
•  Margaret Solberg — Vice President of Operations and Muscatine Project Lead
III. PERMITS OBTAINED
A. PSD Air Construction Permit
The following summarizes the key identification and procedural information for the PSD air construction permit obtained for the MEF:
Public Comment Summary. During the 30-day public notice period for the PSD permit application, the IDNR received a total of four public comments:
(a) Two comments were submitted by neighboring landowners expressing concerns regarding particulate matter emissions and potential odor impacts from the soybean processing operations. These comments were largely general in nature and did not raise specific technical objections to the permit terms or BACT analysis.
(b) One comment was submitted by Heartland Environmental Alliance ("HEA"), a regional environmental advocacy organization. HEA's comment letter questioned the adequacy of the proposed BACT determinations for NOx and PM2.5, specifically contending that selective catalytic reduction ("SCR") should have been evaluated as a feasible BACT option for the natural gas-fired process heater (EU-01) and that the emissions modeling underestimated near-field PM2.5 concentrations. HEA also requested that the IDNR hold a public hearing on the application.
(c) One comment was submitted by the Muscatine County Soil & Water Conservation District requesting clarification on the relationship between the air permit and proposed stormwater controls for the facility, particularly as they relate to particulate deposition on surrounding agricultural lands.
C&H prepared and submitted, on behalf of GAP, a comprehensive response to the public comments on July 28, 2023, for incorporation into the IDNR's responsiveness summary. With respect to HEA's comment regarding SCR, the response demonstrated that the BACT analysis properly followed the EPA's top-down methodology and that SCR was eliminated at Step 4 of the analysis due to disproportionate cost (annualized cost-effectiveness exceeding $12,500 per ton of NOx removed, compared to an average of $2,800 per ton for the selected BACT of low-NOx burners with flue gas recirculation). The IDNR agreed with this analysis in its responsiveness summary and did not require a public hearing, concluding that the degree of public interest did not warrant one under Iowa Administrative Code 567—22.5(3).
The IDNR issued its responsiveness summary on August 3, 2023, addressing all four comments and affirming the technical adequacy of the application and proposed permit conditions. The final PSD permit was issued on August 22, 2023, with an effective date of August 22, 2023. No appeal or petition for contested case hearing was filed within the applicable 30-day appeal period following issuance.
B. NPDES Individual Permit
The following summarizes the key identification and procedural information for the NPDES individual permit obtained for the MEF:
Public Comment Summary. During the 30-day public notice period for the NPDES permit application, the IDNR received a total of two public comments:
(a) One comment was submitted by HEA, expressing concern about the adequacy of the proposed effluent limits for total phosphorus and ammonia nitrogen, and requesting that the IDNR impose more stringent limits based on downstream water quality conditions in Sweetland Creek.
(b) One comment was submitted by the Prairie Farmers Coalition, a local agricultural interest group, expressing concern about potential impacts to Sweetland Creek water quality and downstream agricultural irrigation uses. The comment specifically requested assurances that the discharge would not introduce contaminants harmful to crops irrigated with water drawn from Sweetland Creek downstream of the proposed Outfall 001.
C&H coordinated with Pinnacle Environmental and Ridgeline Engineering to prepare a technical response addressing both comments, which was incorporated into the IDNR's responsiveness summary. The response demonstrated that the proposed effluent limits for total phosphorus (1.0 mg/L monthly average) and ammonia nitrogen (3.5 mg/L monthly average, April–October; 8.0 mg/L monthly average, November–March) are consistent with Iowa water quality standards and EPA recommended criteria for the protection of the designated uses of Sweetland Creek. With respect to agricultural irrigation concerns, the response noted that the effluent quality from the proposed treatment system would meet or exceed all applicable water quality standards for Class A1 and Class B(WW) uses, and that no irrigation-specific water quality criteria would be exceeded based on the wastewater characterization data.
The IDNR issued its responsiveness summary on August 10, 2023, concurring with the proposed effluent limits and declining to impose more stringent limitations. The IDNR additionally confirmed that a Tier 1 antidegradation review was sufficient and that no Tier 2 alternatives analysis was required, based on its determination that the proposed discharge would not result in a lowering of water quality below the level necessary to maintain existing uses of Sweetland Creek.
The final NPDES permit was issued on September 1, 2023, with an effective date of October 1, 2023, and a five-year permit term expiring September 30, 2028. No appeal or petition for contested case hearing was filed within the applicable appeal period following issuance.
IV. KEY PERMIT CONDITIONS — PSD AIR PERMIT NO. 23-A-0481
This section summarizes the principal conditions of PSD Air Permit No. 23-A-0481 that will govern the construction and operation of the MEF. GAP's internal EHS team should treat this summary as a reference guide, but must consult the full text of the issued permit for all operative conditions and requirements.
A. Emission Units and Applicable Limits
The PSD permit authorizes the construction and operation of the following emission units at the MEF, subject to the emission limitations and control requirements specified below:
The emission limits for EU-01 and EU-02 reflect the application of BACT as determined through the top-down analysis conducted by Pinnacle Environmental and approved by the IDNR. The 0.036 lb/MMBtu NOx limit for both units is consistent with demonstrated performance of low-NOx burner technology with FGR on similar natural gas-fired process equipment in the soybean processing and agricultural products industry.
The material handling emission unit (EU-04) encompasses all grain receiving, storage, and transfer operations, as well as the fertilizer loadout system. The 0.005 gr/dscf PM outlet concentration limit and 99.5% control efficiency requirement for the baghouse filters are among the more stringent limits imposed on similar operations in Iowa and reflect BACT as determined in the permit application.
The emergency diesel generator (EU-05) is limited to 500 hours of operation per year, consistent with the IDNR's standard conditions for emergency generators and with the applicable provisions of the Reciprocating Internal Combustion Engines (RICE) National Emission Standards for Hazardous Air Pollutants (NESHAP) under 40 C.F.R. Part 63, Subpart ZZZZ.
B. Aggregate Potential-to-Emit (Permitted)
The PSD permit establishes the following aggregate potential-to-emit ("PTE") values for the MEF on a facility-wide basis, representing the maximum permitted annual emissions for each criteria pollutant and greenhouse gases:
These aggregate PTE values represent the sum of maximum potential emissions from all authorized emission units at the facility, assuming maximum rated capacity and hours of operation, and accounting for the application of BACT controls where required.
C. BACT Requirements
BACT analysis was required for NOx, PM₁₀, PM₂.₅, and CO₂e. PSD review was triggered because the MEF's NOx PTE of 312 tons per year exceeds the 250 tons-per-year major-source threshold applicable to unnamed source categories under 40 C.F.R. § 52.21(b)(1)(i)(b) and Iowa Administrative Code 567—33.3(1). Additionally, the facility's GHG emissions of 148,600 tons per year CO₂e trigger PSD review for greenhouse gases as an "anyway" source — that is, a source that is already subject to PSD review for at least one non-GHG pollutant and has GHG PTE exceeding 75,000 tons per year CO₂e, in accordance with the EPA's Tailoring Rule framework as incorporated into Iowa's PSD program.
The proposed BACT controls, as approved by the IDNR in the final permit, are as follows:
(a) NOx on EU-01 and EU-02: Low-NOx burners with flue gas recirculation (FGR), achieving a NOx emission rate of 0.036 lb/MMBtu. SCR was evaluated at the top of the BACT hierarchy but eliminated at Step 4 based on cost-effectiveness analysis (annualized cost of approximately $12,500 per ton of NOx removed, compared to approximately $2,800 per ton for the selected BACT option). Ultra-low NOx burners (ULNB) were evaluated but determined to be technically infeasible for the specific process heater and dryer configurations at the MEF based on vendor specifications.
(b) PM₁₀ and PM₂.₅ on EU-04: Pulse-jet baghouse filters achieving a PM outlet concentration of 0.005 gr/dscf and overall control efficiency of 99.5%. This represents the highest level of particulate control technology available for grain and fertilizer handling operations and was determined to be BACT at the top of the control hierarchy.
(c) PM on EU-06 (Cooling Towers): High-efficiency drift eliminators at a 0.0005% drift rate. This represents current state-of-the-art drift elimination technology for induced-draft cooling towers.
(d) CO₂e (Facility-wide): BACT for GHG was determined to be energy efficiency measures, including the use of natural gas as the primary fuel source (as opposed to coal, fuel oil, or other higher-carbon fuels), high-efficiency burner designs, and waste heat recovery on the process heater (EU-01). No add-on GHG control technology (such as carbon capture and sequestration) was determined to be technically or economically feasible for a facility of this type and scale.
D. Air Dispersion Modeling Compliance
Pinnacle Environmental performed air dispersion modeling for the MEF using AERMOD Version 23.1, the EPA's preferred regulatory dispersion model. The modeling analysis utilized a five-year meteorological dataset (2018–2022) from Muscatine Municipal Airport (station identifier KMUT), which is the nearest representative National Weather Service surface station. A Cartesian receptor grid with 50-meter spacing was used, extending to a distance of 5 kilometers from the facility in all directions. Additional discrete receptors were placed at property boundaries and at the locations of nearby residences and other sensitive receptors.
The modeling demonstrated compliance with all applicable National Ambient Air Quality Standards ("NAAQS") and PSD increments for all criteria pollutants. The key modeling result of note is the 24-hour PM₁₀ impact analysis:
•  Maximum 24-hour PM₁₀ modeled facility impact: 38.2 µg/m³
•  Background 24-hour PM₁₀ concentration: 72 µg/m³
•  Total predicted 24-hour PM₁₀ concentration: 110.2 µg/m³
•  Applicable NAAQS (24-hour PM₁₀): 150 µg/m³
•  Result: Compliant (110.2 µg/m³ is 73.5% of the NAAQS)
The nearest identified sensitive receptor is a private residence located approximately 0.42 miles (2,218 feet) east-northeast of the proposed stack location for EU-01. Modeled impacts at this receptor were below the significant impact levels ("SILs") for all criteria pollutants, confirming that the MEF's emissions will not cause or contribute to a violation of any NAAQS or PSD increment at this or any other receptor location.
E. Monitoring and Reporting Requirements
PSD Permit No. 23-A-0481 imposes the following monitoring, testing, recordkeeping, and reporting requirements:
Continuous Emissions Monitoring (CEMS). A continuous emissions monitoring system for NOx is required on EU-01 (natural gas-fired process heater, 120 MMBtu/hr). The CEMS must be installed, certified, and operational prior to initial startup of EU-01 and must comply with the quality assurance and quality control procedures specified in 40 C.F.R. Part 60, Appendix F, and 40 C.F.R. Part 75, as applicable. CEMS data must be reduced and reported in accordance with permit conditions and IDNR Air Quality Bureau requirements.
Quarterly Stack Testing. Quarterly performance testing (stack testing) is required for particulate matter emissions on EU-04 (material handling and storage — baghouse outlet). Stack testing must be conducted using EPA Reference Methods 1 through 5 (or equivalent methods approved by the IDNR) and must demonstrate ongoing compliance with the 0.005 gr/dscf PM outlet concentration limit and 99.5% control efficiency requirement. Test results must be submitted to the IDNR Air Quality Bureau within 60 days of each test event.
Recordkeeping. The following records must be maintained at the facility and made available for IDNR inspection upon request:
(a) Operating hours log for EU-05 (emergency diesel generator), documenting each start event, run duration, and reason for operation, to demonstrate compliance with the 500 hour-per-year operational cap.
(b) Monthly fuel usage records for EU-01, EU-02, and EU-03, in terms of total natural gas consumed (measured in million standard cubic feet or MMBtu), to support emissions calculations.
(c) Baghouse pressure differential readings for EU-04, recorded on a continuous or daily basis, to verify proper filter operation and maintenance.
(d) CEMS data records for NOx on EU-01, maintained in accordance with applicable data reduction and quality assurance requirements.
Annual Emissions Inventory. GAP is required to submit an annual emissions inventory to the IDNR Air Quality Bureau, reporting actual annual emissions from all emission units authorized under the PSD permit. The emissions inventory must be submitted using the IDNR's electronic reporting system in accordance with the schedule established by the IDNR (typically due by March 31 of the year following the reporting period).
F. Construction Commencement Deadline
A critical condition of PSD Permit No. 23-A-0481 is that construction of the MEF must commence within 18 months of the permit issuance date. Because the permit was issued on August 22, 2023, the construction commencement deadline is February 22, 2025. Under the PSD regulations (40 C.F.R. § 52.21(r)(2) and Iowa Administrative Code 567—33.3(17)), if construction does not commence within 18 months of permit issuance — or if construction is discontinued for 18 months or more — the permit expires and is no longer valid.
"Commencement of construction" is generally defined as having all necessary preconstruction approvals and having either begun a continuous program of actual on-site construction or entered into binding contractual obligations for construction that cannot be canceled without substantial loss. GAP must ensure that ground-breaking or equivalent physical on-site construction activity occurs on or before February 22, 2025, to preserve the validity of the PSD permit. We recommend that GAP calendar this date prominently and coordinate with its construction contractor to ensure compliance with this deadline.
V. KEY PERMIT CONDITIONS — NPDES PERMIT NO. IA0082917
This section summarizes the principal conditions of NPDES Permit No. IA0082917 that will govern the discharge of treated process wastewater and stormwater from the MEF. As with the PSD permit summary above, GAP's internal EHS team should treat this summary as a reference guide and should consult the full text of the issued permit for all operative conditions and requirements.
A. Authorized Discharge Points
The NPDES permit authorizes discharges from the MEF to Sweetland Creek at two designated outfall locations:
Outfall 001: This outfall is authorized for the discharge of treated process wastewater, consisting primarily of soybean wash water, cooling tower blowdown, and other process contact water generated by the soybean processing and fertilizer blending operations. The design flow for Outfall 001 is 0.38 million gallons per day ("MGD"). This outfall represents the primary continuous discharge point from the facility's wastewater treatment system.
Outfall 002: This outfall is authorized for the intermittent discharge of stormwater runoff from paved areas of the facility, including the fertilizer loadout pad and truck wash area. Discharges from Outfall 002 are expected to occur only during and following precipitation events and are subject to the SWPPP requirements described in Section V.D below.
B. Treatment System Description
The permit conditions are predicated upon the design and operation of a wastewater treatment system consisting of the following unit processes in sequence:
1.  Equalization basin — to attenuate flow and loading variations from the various process wastewater streams;
2.  Dissolved air flotation (DAF) unit — for primary removal of oils, greases, and suspended solids from the combined process wastewater stream;
3.  Three-cell aerated lagoon system — providing biological treatment of organic matter and ammonia nitrogen. The lagoon system has a total surface area of 4.2 acres and is designed for an 18-day hydraulic retention time at the design flow of 0.38 MGD;
4.  Ultraviolet (UV) disinfection system — for destruction of fecal coliform bacteria prior to discharge; and
5.  Discharge via Outfall 001 to Sweetland Creek.
This treatment train was designed by Ridgeline Engineering Group LLC in coordination with Pinnacle Environmental, and was evaluated and approved by the IDNR Water Quality Bureau as capable of achieving the effluent limitations established in the permit.
C. Effluent Limits (Outfall 001)
The permit establishes the following effluent limitations for the treated process wastewater discharge at Outfall 001:
The seasonal ammonia nitrogen limits (3.5 mg/L in the warmer months, 8.0 mg/L in the colder months) reflect the temperature-dependent toxicity of ammonia to aquatic life and are consistent with Iowa water quality standards for the protection of Class B(WW) warm water aquatic life uses in Sweetland Creek.
The total phosphorus limit of 1.0 mg/L monthly average is consistent with EPA guidance and Iowa nutrient reduction strategy targets and was determined by the IDNR to be protective of the receiving water quality. This limit will require careful management of the DAF and lagoon treatment processes, as phosphorus removal in aerated lagoon systems can be variable. GAP should work with its operations team and Pinnacle Environmental to develop a phosphorus management plan and to evaluate whether chemical phosphorus precipitation (e.g., aluminum sulfate or ferric chloride addition) may be needed to consistently achieve this limit.
D. Stormwater Requirements (Outfall 002)
A Stormwater Pollution Prevention Plan ("SWPPP") is required as a condition of the Outfall 002 discharge authorization. The SWPPP was prepared by Pinnacle Environmental Consultants Inc. in coordination with Ridgeline Engineering and was reviewed by C&H for legal sufficiency and regulatory compliance prior to submittal to the IDNR. The SWPPP addresses the following elements:
•  Identification and mapping of all stormwater drainage areas, flow paths, and discharge points at the MEF;
•  Inventory of potential pollutant sources, including fertilizer handling and storage areas, the truck wash, fuel storage tanks, and paved surfaces with vehicle traffic;
•  Description of stormwater best management practices ("BMPs"), including vegetated filter strips, silt fencing during construction, secondary containment for bulk chemical storage, and good housekeeping practices for the fertilizer loadout pad;
•  Procedures for spill prevention and response; and
•  Monitoring and inspection protocols.
An annual SWPPP inspection is required at minimum once per calendar year. Inspection reports must be documented in writing, maintained on-site at the MEF, and made available for review by the IDNR upon request. The annual inspection should evaluate the effectiveness of existing BMPs, identify any deficiencies or necessary corrective actions, and document any changes in facility operations or drainage patterns that may affect stormwater quality.
E. Discharge Monitoring Reports (DMRs)
Discharge Monitoring Reports must be submitted to the IDNR Water Quality Bureau on a monthly basis. Each DMR must include the results of monitoring for all parameters specified in the Outfall 001 effluent limitations, as well as flow data and any other parameters required by the permit. Sampling must be conducted at the frequencies and using the analytical methods specified in the permit. DMRs must be submitted electronically through the IDNR's online reporting system by the deadline specified in the permit (typically the 28th day of the month following the monitoring period).
Failure to submit timely and accurate DMRs constitutes a permit violation and may result in enforcement action by the IDNR. GAP should establish internal procedures and assign responsibility for DMR preparation, quality review, and submission to ensure continuous compliance with this obligation.
F. Permit Term and Renewal
NPDES Permit No. IA0082917 has a five-year term, effective October 1, 2023 through September 30, 2028. Under Iowa Administrative Code 567—64.4(2) and 40 C.F.R. § 122.21(d), a complete application for permit renewal must be filed with the IDNR at least 180 days before the expiration of the existing permit. Accordingly, the renewal application deadline is on or before approximately April 4, 2028.
Timely filing of a complete renewal application extends the authority of the existing permit beyond its expiration date, pending final action by the IDNR on the renewal application, in accordance with Iowa Administrative Code 567—64.4(3) and the administrative continuance provisions of federal law. Failure to file a timely renewal application would result in the permit expiring on September 30, 2028, after which any discharge from Outfall 001 would be unauthorized and in violation of the Clean Water Act.
GAP should calendar the April 4, 2028, renewal application deadline and should begin preparation of the renewal application materials no later than approximately January 2028, to allow adequate time for assembly of the required application forms, updated wastewater characterization data, compliance history summary, and any other supporting information required by the IDNR.
VI. COMPLIANCE WITH BRIARWOOD CAPITAL PERMIT MILESTONE
The Credit Agreement between GAP and Briarwood Capital Partners LP (Reference No. BCP-AG-2023-0092, dated February 15, 2023) establishes, at Section 4.02(g), an environmental permit milestone condition precedent to the release of the $89,000,000 second drawdown tranche of the $178,000,000 senior secured term facility. Specifically, the Credit Agreement requires that "all material environmental permits necessary for the construction and operation of the Muscatine Expansion Facility" be obtained within 210 calendar days of the commencement of the environmental permitting engagement (i.e., within 210 calendar days of March 9, 2023), establishing a milestone deadline of October 5, 2023.
The following demonstrates satisfaction of this condition precedent:
1.  PSD Air Construction Permit No. 23-A-0481 was issued by the IDNR, Air Quality Bureau, on August 22, 2023 — a full 44 calendar days before the October 5, 2023 milestone deadline.
2.  NPDES Individual Permit No. IA0082917 was issued by the IDNR, Water Quality Bureau, on September 1, 2023 — a full 34 calendar days before the October 5, 2023 milestone deadline.
No other material environmental permits were identified as necessary for the construction and operation of the MEF during the course of this engagement. The conditional use permit (CUP No. MC-2022-041) was obtained prior to the commencement of this engagement and remains in full force and effect. Accordingly, the environmental permit milestone condition precedent to the $89,000,000 second drawdown tranche has been fully satisfied.
On September 5, 2023, C&H transmitted a permit status certification letter to Martin Eggers, Partner, at Trask Whitfield & Coe LLP, counsel to Briarwood Capital, enclosing certified copies of both issued permits. The certification letter confirmed that, in the opinion of counsel, all material environmental permits required for the construction and operation of the MEF have been obtained and are in full force and effect as of the date of the certification. As of the date of this memorandum, no objection, deficiency notice, or request for additional information has been received from Briarwood Capital or its counsel in response to the certification letter.
GAP is now in a position to request the second drawdown tranche from Briarwood Capital at such time as it has satisfied any remaining conditions precedent under the Credit Agreement, which are outside the scope of this environmental permitting engagement.
VII. SUMMARY TIMELINE OF KEY EVENTS
The following table presents a chronological summary of all key events and milestones in the MEF permitting engagement:
VIII. RECOMMENDATIONS FOR ONGOING COMPLIANCE
A. Immediate Action Items for GAP
Based on the permit conditions summarized in Sections IV and V above, the following immediate action items should be prioritized by GAP's internal EHS team and project management personnel:
1.  Construction Commencement Deadline. GAP must ensure that construction of the MEF commences on or before February 22, 2025, which is 18 months from the issuance date of PSD Permit No. 23-A-0481. Failure to commence construction by this date will result in expiration of the PSD permit. "Commencement of construction" requires either the initiation of a continuous program of physical on-site construction or the execution of binding contractual obligations for construction that cannot be canceled or modified without substantial loss. GAP should coordinate with its construction contractor and with Margaret Solberg (VP of Operations / Muscatine Project Lead) to confirm that the project timeline supports compliance with this deadline.
2.  Installation and Commissioning of CEMS. GAP must install and commission a continuous emissions monitoring system (CEMS) for NOx on EU-01 (natural gas-fired process heater) prior to the initial startup of that emission unit. The CEMS must be installed in accordance with the applicable specifications in 40 C.F.R. Part 60, Appendix B, and must be certified through a relative accuracy test audit (RATA) prior to commencing operation. GAP should begin CEMS procurement and installation planning as part of the construction phase to ensure that the system is operational and certified in advance of the initial startup date.
3.  DMR Reporting Procedures. GAP must establish internal procedures for the preparation and submission of Discharge Monitoring Reports (DMRs) for Outfall 001 to the IDNR Water Quality Bureau on a monthly basis, commencing from the permit effective date of October 1, 2023. Although the wastewater treatment system is not expected to be operational at that date (as construction of the facility has not yet begun), GAP should confirm with the IDNR whether DMR submissions are required during periods when no discharge is occurring, as many NPDES permits require "no discharge" DMRs to be filed during such periods. Derek Yun (Director of EHS) should contact Amy Lindstrom at the IDNR Water Quality Bureau to clarify this requirement.
4.  SWPPP Implementation. GAP must implement the Stormwater Pollution Prevention Plan (SWPPP) prepared by Pinnacle Environmental for Outfall 002 and must establish a calendar for the required annual SWPPP inspections. The SWPPP should be implemented concurrently with the commencement of site construction activities, as stormwater from construction activities on the paved and graded portions of the site may be routed through Outfall 002. GAP should also ensure that the SWPPP is updated as necessary to reflect changes in site conditions or facility operations during and after construction.
5.  NPDES Renewal Calendar. GAP must calendar the NPDES permit renewal application deadline of approximately April 4, 2028 (180 days before the September 30, 2028 expiration of NPDES Permit No. IA0082917). Preparation of the renewal application should commence no later than January 2028 to allow sufficient time for assembly of required data, including updated wastewater characterization results, compliance history, and any facility modifications or operational changes that may have occurred during the initial permit term.
B. Engagement of Ongoing Environmental Compliance Counsel
C&H recommends that GAP engage ongoing environmental compliance counsel to manage the various permit compliance obligations described in this memorandum, to monitor regulatory developments at the state and federal level that may affect the MEF's permits or operations, and to handle any future permit modifications, renewals, or enforcement matters. The ongoing compliance obligations associated with the PSD and NPDES permits — including CEMS certification and data management, quarterly stack testing oversight, DMR review and submission, SWPPP management, annual emissions inventory reporting, and NPDES renewal preparation — represent a sustained workload that would benefit from dedicated legal oversight.
Calderwood & Harkness LLP is available to serve in this capacity if GAP desires, and we would be pleased to prepare a scope of work and fee estimate for an ongoing environmental compliance engagement. Alternatively, GAP may wish to engage Iowa-based environmental compliance counsel who can provide more immediate local presence and familiarity with IDNR regulatory staff and procedures.
C. Continued Role of Pinnacle Environmental Consultants Inc.
Pinnacle Environmental Consultants Inc. has the institutional knowledge and technical capability to support GAP's ongoing compliance monitoring needs for the MEF. Specifically, Pinnacle is available to provide the following services:
•  Quarterly stack testing for PM emissions on EU-04, including test planning, field execution, data analysis, and report preparation for submission to the IDNR Air Quality Bureau;
•  Annual emissions inventory preparation for submission to the IDNR, including compilation of fuel usage data, operating hours, CEMS data, and stack test results into the required emissions inventory format;
•  SWPPP inspection support, including conducting or assisting with the required annual SWPPP inspections and preparing inspection reports;
•  Air dispersion modeling updates, if needed in connection with any future facility modifications or permit amendments; and
•  Wastewater characterization and treatment system optimization support in coordination with Karen Ott, Senior Water Quality Scientist.
GAP should coordinate with Dr. Leonard Fisk, P.E. (air quality) and Karen Ott (water quality) at Pinnacle Environmental regarding the scope, timing, and fee arrangements for these ongoing services. We recommend that GAP execute a continuing services agreement with Pinnacle prior to the commencement of construction to ensure seamless transition from the permitting phase to the construction and operational compliance phases.
IX. DOCUMENT RETENTION AND FILE INDEX
The following is a summary index of the key documents maintained in the C&H matter file for Matter No. 1020-00004. All documents are retained in both electronic and hard copy form in accordance with the Firm's document retention policies.
1.  Engagement Letter — Executed March 9, 2023, between Calderwood & Harkness LLP and Greenfield Agricultural Partners LLC.
2.  PSD Air Permit Application and Supporting Materials — Filed April 28, 2023, including the completed IDNR Air Construction Permit Application Form, emissions inventory spreadsheets, BACT analysis memorandum, process flow diagrams (provided by Ridgeline Engineering), AERMOD air dispersion modeling report and electronic model files (prepared by Pinnacle Environmental), and all attachments and exhibits.
3.  NPDES Permit Application and Supporting Materials — Filed May 5, 2023, including the completed EPA Form 2C (Application for Permit to Discharge Process Wastewater), wastewater characterization study (prepared by Pinnacle Environmental), treatment system design summary (prepared by Ridgeline Engineering), Stormwater Pollution Prevention Plan (prepared by Pinnacle Environmental), facility site plan, and all attachments and exhibits.
4.  IDNR Correspondence — All correspondence with the IDNR Air Quality Bureau and Water Quality Bureau, including completeness review comment letters, responses to completeness comments (including the May 15, 2023 response to IDNR air completeness comments), requests for additional information, and general correspondence regarding application status and scheduling.
5.  Public Comments and Response Letters — Copies of all public comments received during the PSD and NPDES public notice periods (four air permit comments and two NPDES permit comments), together with GAP's response letters prepared by C&H for submittal to the IDNR.
6.  IDNR Responsiveness Summaries — IDNR responsiveness summary for PSD permit application (issued August 3, 2023) and IDNR responsiveness summary for NPDES permit application (issued August 10, 2023).
7.  Issued Permits — PSD Air Construction Permit No. 23-A-0481 (issued August 22, 2023) and NPDES Individual Permit No. IA0082917 (issued September 1, 2023).
8.  Permit Status Certification Letter — Letter from C&H to Martin Eggers at Trask Whitfield & Coe LLP (counsel to Briarwood Capital Partners LP), dated September 5, 2023, certifying satisfaction of the environmental permit milestone condition precedent, with enclosed copies of both issued permits.
9.  Internal Memoranda — Regulatory strategy memorandum (March 2023, outlining the permitting approach and timeline); public comment response strategy memorandum (July 2023, analyzing the HEA comment and recommending response approach); and this Closing Memorandum (September 12, 2023).
Copies of all issued permits, the permit status certification letter, and other key correspondence have been provided to Patricia Caldwell (General Counsel & VP of Regulatory Affairs) and Derek Yun (Director of EHS) at GAP. The Firm will retain the complete matter file in accordance with its standard retention policies, subject to any specific instructions from the Client regarding document preservation.
X. CONCLUSION
The permitting engagement for the Muscatine Expansion Facility has been successfully completed. Both the Prevention of Significant Deterioration air construction permit (Permit No. 23-A-0481) and the NPDES individual permit (Permit No. IA0082917) have been obtained from the Iowa Department of Natural Resources without the need for a public hearing, contested case proceeding, or administrative appeal. Both permits were issued well within the 210-calendar-day environmental permit milestone established under the Briarwood Capital Partners LP Credit Agreement, with the PSD permit issued 44 days ahead of the deadline and the NPDES permit issued 34 days ahead of the deadline. The condition precedent to the $89,000,000 second drawdown tranche has been satisfied, and the permit status certification has been delivered to lender's counsel.
We recommend that this matter be closed as of September 14, 2023, subject to any questions or further instructions from the Responsible Partner or Billing Partner. Ongoing compliance responsibilities should be transitioned to GAP's internal EHS team under the direction of Derek Yun, with the engagement of ongoing environmental compliance counsel and continued support from Pinnacle Environmental Consultants Inc. as described in Section VIII above.
We wish to express our appreciation for the excellent coordination and responsiveness demonstrated throughout this engagement by GAP's internal team — particularly Patricia Caldwell, Derek Yun, and Margaret Solberg — as well as by the external consultants at Pinnacle Environmental Consultants Inc. (Dr. Leonard Fisk and Karen Ott) and Ridgeline Engineering Group LLC (Thomas Novak). The successful and timely outcome of this engagement was made possible by the collaborative efforts of all parties involved.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Rafael Dominguez Lead Associate Environmental & Regulatory Practice Group
Date: September 12, 2023
cc: Cynthia Ho, Working Associate, Calderwood & Harkness LLP
CALDERWOOD & HARKNESS LLP — CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is privileged and confidential. It is intended solely for the use of the individuals named above and should not be distributed, copied, or disclosed to any third party without the prior written consent of the Responsible Partner.
Item | Detail
Permit Number | 23-A-0481
Issuing Authority | Iowa Department of Natural Resources, Air Quality Bureau
IDNR Permit Reviewer | Jonathan Kreske, P.E., Environmental Engineer
Permit Type | Prevention of Significant Deterioration (PSD) Construction Permit under Iowa Administrative Code 567—Chapter 33 and 40 C.F.R. § 52.21 (federal Clean Air Act, Title I, Part C)
Application Filed | April 28, 2023
Completeness Determination | May 19, 2023
Public Notice Period | June 12 – July 12, 2023 (30 days)
Public Comments Received | 4 total
GAP Responses to Comments Submitted | July 28, 2023
IDNR Responsiveness Summary Issued | August 3, 2023
Permit Issued | August 22, 2023
Permit Effective Date | August 22, 2023
Attainment Status | Muscatine County is designated attainment for all criteria pollutants under the Clean Air Act
Item | Detail
Permit Number | IA0082917
Issuing Authority | Iowa Department of Natural Resources, Water Quality Bureau
IDNR Permit Reviewer | Amy Lindstrom, Environmental Specialist Senior
Permit Type | NPDES Individual Permit under Iowa Administrative Code 567—Chapter 64 and the federal Clean Water Act, 33 U.S.C. § 1342
Application Filed | May 5, 2023
Completeness Determination | May 30, 2023
Public Notice Period | June 19 – July 19, 2023 (30 days)
Public Comments Received | 2 total
IDNR Responsiveness Summary Issued | August 10, 2023
Permit Issued | September 1, 2023
Permit Effective Date | October 1, 2023
Permit Term | 5 years (expires September 30, 2028)
Receiving Water | Sweetland Creek (tributary of the Mississippi River)
Classified Uses of Receiving Water | Class A1 (Primary Contact Recreation); Class B(WW) (Warm Water Aquatic Life)
Antidegradation Review | Tier 1 (existing uses maintained); no Tier 2 alternatives analysis required per IDNR determination
Emission Unit | Description | Key Emission Limits / Controls
EU-01 | Natural gas-fired process heater (120 MMBtu/hr rated capacity) | NOx: 0.036 lb/MMBtu; BACT: low-NOx burners with flue gas recirculation (FGR)
EU-02 | Soybean dryer (80 MMBtu/hr rated capacity, natural gas-fired) | NOx: 0.036 lb/MMBtu; BACT: low-NOx burners with FGR
EU-03 | Fertilizer granulation dryer (60 MMBtu/hr rated capacity, natural gas-fired) | Standard emission limits per manufacturer specifications and permit conditions
EU-04 | Material handling and storage (grain elevators, conveyors, fertilizer loadout) | PM outlet concentration: 0.005 gr/dscf; BACT: baghouse filters with 99.5% control efficiency
EU-05 | Emergency diesel generator (2,000 kW rated capacity) | Operational limit: 500 hours per year; compliance with 40 C.F.R. Part 63, Subpart ZZZZ (RICE NESHAP)
EU-06 | Cooling towers (two cells, 18,000 gpm combined circulation rate) | Drift eliminators at 0.0005% drift rate
Pollutant | Potential-to-Emit (tons per year)
Oxides of Nitrogen (NOx) | 312
Sulfur Dioxide (SO₂) | 28
Particulate Matter ≤ 10 microns (PM₁₀) | 196
Particulate Matter ≤ 2.5 microns (PM₂.₅) | 87
Carbon Monoxide (CO) | 245
Volatile Organic Compounds (VOC) | 164
Greenhouse Gases (CO₂e) | 148,600
Parameter | Monthly Average Limit | Daily Maximum Limit
BOD₅ (5-Day Biochemical Oxygen Demand) | 30 mg/L | 45 mg/L
TSS (Total Suspended Solids) | 30 mg/L | 45 mg/L
pH | 6.5 – 9.0 (instantaneous) | 6.5 – 9.0 (instantaneous)
NH₃-N (Ammonia Nitrogen) — April through October | 3.5 mg/L | —
NH₃-N (Ammonia Nitrogen) — November through March | 8.0 mg/L | —
Total Phosphorus | 1.0 mg/L | —
Oil & Grease | — | 10 mg/L
Fecal Coliform | 200 CFU/100 mL (monthly geometric mean) | —
Date | Event
November 15, 2022 | Conditional Use Permit No. MC-2022-041 approved by Muscatine County Board of Supervisors
January 20, 2023 | Site acquired from Reinholt Family Trust ($3,820,000; 147 acres)
February 15, 2023 | Credit Agreement executed between GAP and Briarwood Capital Partners LP (Ref. No. BCP-AG-2023-0092)
March 9, 2023 | C&H matter opened; engagement letter executed; 210-day environmental permit milestone period commences
April 28, 2023 | PSD air construction permit application filed with IDNR Air Quality Bureau
May 5, 2023 | NPDES individual permit application filed with IDNR Water Quality Bureau
May 15, 2023 | C&H response to IDNR air application completeness review comments submitted
May 19, 2023 | IDNR Air Quality Bureau issues completeness determination for PSD application
May 30, 2023 | IDNR Water Quality Bureau issues completeness determination for NPDES application
June 12, 2023 | PSD air permit public notice period begins (30 days)
June 19, 2023 | NPDES permit public notice period begins (30 days)
July 12, 2023 | PSD air permit public notice period ends; 4 public comments received
July 19, 2023 | NPDES permit public notice period ends; 2 public comments received
July 28, 2023 | C&H submits GAP's responses to HEA and other air permit public comments to IDNR
August 3, 2023 | IDNR issues responsiveness summary for PSD air permit application
August 10, 2023 | IDNR issues responsiveness summary for NPDES permit application
August 22, 2023 | PSD Air Construction Permit No. 23-A-0481 issued (44 days before milestone deadline)
September 1, 2023 | NPDES Individual Permit No. IA0082917 issued (34 days before milestone deadline)
September 5, 2023 | Permit status certification letter transmitted to Trask Whitfield & Coe LLP (lender's counsel)
October 5, 2023 | Briarwood Capital environmental permit milestone deadline (satisfied)

CALDERWOOD & HARKNESS LLP — CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

C&H MATTER NO.: 1020-00004

I. PURPOSE AND EXECUTIVE SUMMARY

III. PERMITS OBTAINED

VI. COMPLIANCE WITH BRIARWOOD CAPITAL PERMIT MILESTONE

VII. SUMMARY TIMELINE OF KEY EVENTS

VIII. RECOMMENDATIONS FOR ONGOING COMPLIANCE

IX. DOCUMENT RETENTION AND FILE INDEX

X. CONCLUSION

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts