final-invoice-and-matter-closing-letter.docx

1020-00004 · Greenfield Agricultural Partners · Closing

final-invoice-and-matter-closing-letter.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 801 Grand Avenue, Suite 4400 Des Moines, Iowa 50309 Telephone: (515) 284-7200 Facsimile: (515) 284-7201 www.calderwoodharkness.com

September 14, 2023

Patricia Caldwell General Counsel & Vice President of Regulatory Affairs Greenfield Agricultural Partners LLC 4200 Prairie Wind Drive, Suite 300 West Des Moines, Iowa 50266

Re: Final Invoice and Matter Closing — Environmental Permitting for Muscatine Expansion Facility C&H Matter Number: 1020-00004 Client: Greenfield Agricultural Partners LLC

Dear Ms. Caldwell:

1. Purpose and Matter Closure Confirmation

Calderwood & Harkness LLP is pleased to enclose the final invoice for the above-referenced matter. We write to confirm that the matter has been formally closed as completed effective September 14, 2023.

As you will recall, this engagement was opened on March 9, 2023, pursuant to the executed engagement letter of the same date. The scope of the engagement encompassed all legal services associated with the air quality and water discharge permitting necessary for the Muscatine Expansion Facility, located at 14800 Highway 61 North, Muscatine, Iowa 52761 (Parcel ID 0735-19-200-004). Specifically, our representation included the preparation, submission, and prosecution of two material environmental permit applications before the Iowa Department of Natural Resources ("IDNR"), as well as coordination with Greenfield Agricultural Partners LLC's ("GAP's") technical consultants, regulatory strategy development, agency correspondence and meeting participation, and related advisory services throughout the permitting process.

We are pleased to report that both material environmental permits — the Prevention of Significant Deterioration ("PSD") Construction Permit and the National Pollutant Discharge Elimination System ("NPDES") Individual Permit — have been successfully obtained from the IDNR. The issuance of both permits without the imposition of any contested conditions, and without the need for formal administrative appeal, reflects the thorough preparation and strong technical foundation of the applications. With the receipt of both permits, the objectives of the engagement have been fully achieved, and there are no remaining open work items under our scope of representation.

2. Summary of Permits Obtained

For your records, and to ensure clarity regarding the permits now in GAP's possession, the following is a summary of the permits obtained during the course of this engagement:

PSD Construction Permit No. 23-A-0481. This permit was issued by the IDNR on August 22, 2023, with an effective date of August 22, 2023. The PSD Construction Permit authorizes the construction of the soybean processing and specialty fertilizer blending facility at the Muscatine site, including a soybean crush operation with a design capacity of 3,200 tons per day and a granular fertilizer blending line with a design capacity of 450 tons per day. The permit incorporates Best Available Control Technology ("BACT") emission limitations for all regulated pollutants and sets forth construction commencement deadlines and operational monitoring requirements, as discussed further in Section 4 below.

NPDES Permit No. IA0082917. This permit was issued by the IDNR on September 1, 2023, with an effective date of October 1, 2023. The NPDES Permit has a five-year term, expiring September 30, 2028, and authorizes the discharge of treated process wastewater from Outfall 001 at a maximum design flow of 0.38 million gallons per day ("MGD") and industrial stormwater from Outfall 002, both to Sweetland Creek, a tributary of the Mississippi River. The permit establishes technology-based and water-quality-based effluent limitations, monitoring and reporting requirements, and stormwater pollution prevention obligations, each of which is summarized in Section 4 below.

We note, as a matter of particular importance to GAP and its financing parties, that both permits were obtained well in advance of the October 5, 2023 environmental permit milestone deadline established under the credit agreement between GAP and Briarwood Capital Partners LP (Reference No. BCP-AG-2023-0092, dated February 15, 2023). In accordance with the requirements of that credit agreement, a permit status certification letter confirming the issuance and effectiveness of both permits was prepared by this firm and delivered to Trask Whitfield & Coe LLP, counsel to Briarwood Capital Partners LP, on September 5, 2023. A copy of that certification letter is maintained in the engagement file, and we understand that it has been accepted by the lender's counsel as satisfying the applicable milestone condition.

3. Summary of Professional Fees and Disbursements

Set forth below is a summary of the professional fees and disbursements incurred in connection with this matter. The enclosed final invoice provides a detailed, line-item accounting of all charges; the following is intended as a high-level overview for your convenience.

3.1 Professional Fees

Total professional fees were incurred across all timekeepers for the duration of the engagement, covering the period from March 9, 2023 through September 14, 2023. We are pleased to confirm that aggregate professional fees for the matter remained within the not-to-exceed estimate of $285,000.00 (exclusive of disbursements), as established in the engagement letter dated March 9, 2023. This result reflects our team's commitment to cost-effective staffing and efficient work allocation throughout the permitting process.

Billing rates were applied in accordance with the terms of the engagement letter, which established a blended rate cap of $475.00 per hour across the engagement team. For timekeepers whose standard hourly rates exceed the blended cap, time was billed at the capped rate. For timekeepers whose standard hourly rates fall below the blended cap, time was billed at their respective standard rates. The following table summarizes the applicable rates for each timekeeper on the matter:

The detailed time entries for each timekeeper are set forth in the enclosed invoice and reflect the nature and duration of each service performed. As noted in prior interim invoices, the legal team's effort was allocated across a range of activities, including regulatory strategy and permitting timeline development; preparation and review of the PSD and NPDES permit applications and supporting materials; coordination with GAP's environmental consultants and engineering team; correspondence and meetings with the IDNR, including responses to requests for additional information; review and analysis of draft permit terms and conditions; and preparation of the lender certification letter. We are confident that the enclosed invoice accurately reflects the services rendered and the value delivered to GAP in this engagement.

3.2 Disbursements. In addition to professional fees, the following disbursements were incurred in connection with the matter and are reflected in the enclosed final invoice:

IDNR Filing Fees:

• IDNR PSD Construction Permit Application Filing Fee: $7,500.00

• IDNR NPDES Individual Permit Application Filing Fee: $3,600.00

• Total IDNR Filing Fees: $11,100.00

Other Disbursements:

Other disbursements, including document reproduction and copying charges, courier and delivery service fees, filing and recording costs, and similar out-of-pocket expenses, are individually itemized on the enclosed invoice. These additional disbursements are modest in amount and were incurred in the ordinary course of the engagement.

Please note that the consulting fees of Pinnacle Environmental Consultants Inc. — which we understand totaled approximately $210,000.00 for air dispersion modeling, emissions inventory preparation, wastewater characterization studies, and Stormwater Pollution Prevention Plan ("SWPPP") preparation — were contracted and paid directly by GAP pursuant to GAP's independent consulting agreement with Pinnacle. Accordingly, those fees are not included in, and are entirely separate from, the charges reflected in Calderwood & Harkness LLP's enclosed invoice.

3.3 Invoice Enclosed

The final invoice, covering all outstanding professional fees and disbursements through the date of matter closure, is enclosed with this letter. Payment is due in accordance with the terms set forth in the engagement letter dated March 9, 2023, which provides for payment within thirty (30) days of the invoice date. Should you have any questions regarding the invoice or require any additional supporting detail, please do not hesitate to contact me directly.

4. Ongoing Permit Conditions Requiring GAP's Attention

While the environmental permitting engagement is now formally closed and no further legal services will be rendered by Calderwood & Harkness LLP under this matter number, we wish to take this opportunity to draw your attention to several significant permit conditions that create ongoing compliance obligations for GAP. The following summary is not intended to be exhaustive of all permit terms and conditions, but rather highlights the provisions that, in our judgment, are most critical to GAP's ongoing regulatory compliance and operational planning. We strongly encourage GAP's environmental, health, and safety team to conduct a thorough review of both permits in their entirety and to establish internal compliance tracking systems for each applicable requirement.

4.1 PSD Construction Permit (No. 23-A-0481)

The PSD Construction Permit contains a number of conditions and limitations that will require GAP's ongoing attention, including the following:

Construction Commencement Deadline. The permit requires that construction of the Muscatine Expansion Facility commence no later than eighteen (18) months from the date of permit issuance. Based on the August 22, 2023 issuance date, this deadline falls on February 22, 2025. Failure to commence construction by this date may result in expiration of the permit, which would necessitate the filing of a new PSD application and a new permitting review cycle. "Commencement of construction" is defined under IDNR regulations to include, among other things, engaging in a continuous program of actual on-site construction or entering into binding agreements or contractual obligations that cannot be canceled or modified without substantial loss to the owner or operator. GAP should ensure that its construction schedule is planned to satisfy this deadline with an adequate margin of safety.

BACT Emission Limits. The permit establishes Best Available Control Technology emission limits that must be met upon initial startup and maintained throughout facility operations. Key BACT limits include the following:

• EU-01 (Process Heater) and EU-02 (Soybean Dryer): Nitrogen oxides (NOx) emission limit of 0.036 lb/MMBtu, to be achieved through the use of low-NOx burners equipped with flue gas recirculation ("FGR"). This limit applies on a heat-input basis and will be verified through continuous emissions monitoring (EU-01) and periodic stack testing (EU-02).

• EU-04 (Material Handling/Storage — Baghouse): Particulate matter ("PM") outlet concentration of 0.005 grains per dry standard cubic foot ("gr/dscf"), corresponding to a minimum control efficiency of 99.5%. The baghouse system must be properly maintained, and filter integrity must be verified on a regular basis to ensure ongoing compliance with this limit.

• EU-06 (Cooling Towers — Drift Eliminators): Drift rate not to exceed 0.0005% of the circulating water flow. Drift eliminator performance should be verified at installation and periodically thereafter in accordance with the manufacturer's specifications and permit conditions.

Continuous Emissions Monitoring. The permit requires the installation and operation of a continuous emissions monitoring system ("CEMS") for NOx on EU-01 (process heater). The CEMS must meet all applicable requirements under 40 C.F.R. Part 60 and Part 75, including quality assurance/quality control protocols, data availability standards, and quarterly data reporting. GAP should coordinate with its CEMS vendor and Pinnacle Environmental Consultants Inc. well in advance of startup to ensure timely installation, certification, and commissioning of the monitoring system.

Quarterly Stack Testing. The permit requires quarterly stack testing for particulate matter on EU-04 (material handling and storage baghouse). Stack tests must be conducted using EPA Reference Methods and must be reported to the IDNR within sixty (60) days of each test date. GAP should engage a qualified stack testing contractor and establish a testing schedule that aligns with the permit's compliance calendar.

Emergency Diesel Generator (EU-05). The permit limits operation of the emergency diesel generator (EU-05) to no more than 500 hours per year. GAP should implement an hour-meter tracking system and maintain accurate operating logs to demonstrate compliance with this limitation on an ongoing basis.

4.2 NPDES Permit (No. IA0082917)

The NPDES Permit likewise contains a number of conditions and limitations that will require GAP's ongoing attention, including the following:

Permit Term and Renewal. The permit became effective on October 1, 2023 and has a five-year term, expiring September 30, 2028. Under IDNR regulations, a renewal application must be filed at least 180 days prior to the expiration date. Accordingly, the renewal application must be submitted no later than approximately April 4, 2028. We recommend that GAP calendar this deadline and begin assembling renewal application materials well in advance to allow sufficient time for data compilation, technical review, and any necessary updates to the facility's wastewater treatment system design or discharge characteristics.

Discharge Monitoring Reports. The permit requires the submission of monthly Discharge Monitoring Reports ("DMRs") for Outfall 001 (treated process wastewater). DMRs must include monitoring data for all parameters specified in the permit, collected at the frequencies and using the analytical methods specified therein. DMRs must be submitted to the IDNR by the 28th day of the month following each monitoring period. Timely and accurate DMR submission is essential to maintaining compliance and avoiding enforcement action.

Effluent Limitations. The permit establishes the following technology-based and water-quality-based effluent limitations for Outfall 001, which GAP must satisfy on a continuous basis:

GAP should ensure that its wastewater treatment system is designed and operated to achieve consistent compliance with all of the foregoing limitations under all anticipated operating conditions, including periods of peak production and seasonal temperature variations that may affect biological treatment efficiency. We note in particular that the ammonia-nitrogen ("NH₃-N") limits are seasonally variable, with significantly more stringent limits applicable during the April through October growing season, and that the total phosphorus limit of 1.0 mg/L monthly average reflects Iowa's nutrient reduction strategy and may present operational challenges that warrant advance planning and treatment optimization.

Stormwater Pollution Prevention Plan (SWPPP). The permit requires that GAP maintain a current Stormwater Pollution Prevention Plan for Outfall 002 (industrial stormwater) and conduct annual site inspections to evaluate the effectiveness of stormwater best management practices. Inspection records must be maintained on-site and made available to the IDNR upon request. GAP should ensure that the SWPPP prepared by Pinnacle Environmental Consultants Inc. during the permitting process is updated as necessary to reflect actual site conditions following construction, and that annual inspections are scheduled and documented in accordance with the permit terms.

4.3 Recommendation. In light of the foregoing ongoing compliance obligations — which span continuous emissions monitoring, periodic stack testing, monthly discharge monitoring and reporting, stormwater management, and multiple regulatory deadlines — we strongly recommend that GAP engage experienced environmental compliance counsel on an ongoing basis to ensure the timely and complete satisfaction of all permit conditions, monitoring obligations, and reporting deadlines applicable to the Muscatine Expansion Facility. Proactive compliance management is essential to avoiding potential enforcement actions, penalties, or permit revocation that could disrupt facility operations and affect GAP's standing with its financing parties.

We also note that Pinnacle Environmental Consultants Inc. has indicated its availability to provide ongoing compliance monitoring and technical support services to GAP in connection with the Muscatine Expansion Facility. Given Pinnacle's deep familiarity with the facility's emissions and discharge profiles, treatment technologies, and permit conditions, their continued involvement may offer significant efficiency and continuity advantages as GAP transitions from the permitting phase to facility construction and operation. We encourage GAP to consider engaging Pinnacle in that capacity.

5. Acknowledgments and Appreciation

Calderwood & Harkness LLP sincerely appreciates the confidence that Greenfield Agricultural Partners LLC has placed in our firm through the engagement of our environmental practice group for this important project. The successful and timely permitting of the Muscatine Expansion Facility represents a significant milestone for GAP's growth strategy, and it has been a privilege to contribute to that achievement.

We wish to acknowledge, in particular, the outstanding collaboration we enjoyed with Derek Yun, GAP's Director of Environmental Health and Safety, and Margaret Solberg, GAP's Vice President of Operations and Muscatine Expansion Project Lead. Their responsiveness to our requests for technical and operational information, their deep understanding of the facility's process engineering, and their proactive engagement with the IDNR throughout the permitting process contributed immeasurably to the efficient progression and successful outcome of both permit applications. The quality of their work and their commitment to the project timeline were instrumental in allowing us to achieve the permitting milestones well in advance of the credit agreement deadline.

We also wish to acknowledge the valuable coordination and technical contributions of the consulting and engineering teams that supported this engagement, including Dr. Leonard Fisk, P.E., and Karen Ott of Pinnacle Environmental Consultants Inc., whose air modeling, emissions inventory, wastewater characterization, and SWPPP preparation work formed the technical backbone of both applications, and Thomas Novak, P.E., of Ridgeline Engineering Group LLC, whose process engineering expertise and facility design documentation were critical to the completeness and credibility of the permit submissions. The professionalism and responsiveness of these consultants greatly facilitated the permitting effort.

6. Future Engagement Availability

Calderwood & Harkness LLP remains available to assist Greenfield Agricultural Partners LLC with any future environmental compliance matters, permit modifications, regulatory inquiries, or enforcement-related needs arising in connection with the Muscatine Expansion Facility or any of GAP's other operations throughout Iowa and the Midwest. Our environmental practice group has extensive experience in all facets of air quality, water quality, waste management, and environmental transactional matters, and we would welcome the opportunity to continue serving GAP's legal needs.

Should you have any questions regarding the enclosed invoice, the ongoing permit obligations described above, or any other matter, please do not hesitate to contact me at (515) 284-7244 or stung@calderwoodharkness.com, or James Prentice at (515) 284-7218 or jprentice@calderwoodharkness.com. We are happy to assist in any way we can.

Thank you again for the opportunity to serve Greenfield Agricultural Partners LLC. We look forward to working with you in the future.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Sandra Tung Billing Partner Direct: (515) 284-7244

Email: stung@calderwoodharkness.com

Enclosure: Final Invoice, C&H Matter No. 1020-00004

cc:

James Prentice, Calderwood & Harkness LLP Rafael Dominguez, Calderwood & Harkness LLP Nils Halverson, CEO, Greenfield Agricultural Partners LLC Derek Yun, Director of EHS, Greenfield Agricultural Partners LLC Margaret Solberg, VP of Operations, Greenfield Agricultural Partners LLC

Timekeeper	Role	Standard Rate	Billed Rate
James Prentice	Responsible Partner	$625.00/hr	$475.00/hr (blended cap)
Sandra Tung	Billing Partner	$610.00/hr	$475.00/hr (blended cap)
Rafael Dominguez	Lead Associate	$420.00/hr	$420.00/hr (standard rate)
Cynthia Ho	Working Associate	$350.00/hr	$350.00/hr (standard rate)
Parameter	Monthly Average	Daily Maximum
BOD₅	30 mg/L	45 mg/L
TSS	30 mg/L	45 mg/L
pH	6.5 – 9.0 (instantaneous range)	6.5 – 9.0 (instantaneous range)
NH₃-N (April – October)	3.5 mg/L	—
NH₃-N (November – 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)	—

CALDERWOOD & HARKNESS LLP Attorneys at Law 801 Grand Avenue, Suite 4400 Des Moines, Iowa 50309 Telephone: (515) 284-7200 Facsimile: (515) 284-7201 www.calderwoodharkness.com
September 14, 2023
Patricia Caldwell General Counsel & Vice President of Regulatory Affairs Greenfield Agricultural Partners LLC 4200 Prairie Wind Drive, Suite 300 West Des Moines, Iowa 50266
Re: Final Invoice and Matter Closing — Environmental Permitting for Muscatine Expansion Facility C&H Matter Number: 1020-00004 Client: Greenfield Agricultural Partners LLC
Dear Ms. Caldwell:
1. Purpose and Matter Closure Confirmation
Calderwood & Harkness LLP is pleased to enclose the final invoice for the above-referenced matter. We write to confirm that the matter has been formally closed as completed effective September 14, 2023.
As you will recall, this engagement was opened on March 9, 2023, pursuant to the executed engagement letter of the same date. The scope of the engagement encompassed all legal services associated with the air quality and water discharge permitting necessary for the Muscatine Expansion Facility, located at 14800 Highway 61 North, Muscatine, Iowa 52761 (Parcel ID 0735-19-200-004). Specifically, our representation included the preparation, submission, and prosecution of two material environmental permit applications before the Iowa Department of Natural Resources ("IDNR"), as well as coordination with Greenfield Agricultural Partners LLC's ("GAP's") technical consultants, regulatory strategy development, agency correspondence and meeting participation, and related advisory services throughout the permitting process.
We are pleased to report that both material environmental permits — the Prevention of Significant Deterioration ("PSD") Construction Permit and the National Pollutant Discharge Elimination System ("NPDES") Individual Permit — have been successfully obtained from the IDNR. The issuance of both permits without the imposition of any contested conditions, and without the need for formal administrative appeal, reflects the thorough preparation and strong technical foundation of the applications. With the receipt of both permits, the objectives of the engagement have been fully achieved, and there are no remaining open work items under our scope of representation.
2. Summary of Permits Obtained
For your records, and to ensure clarity regarding the permits now in GAP's possession, the following is a summary of the permits obtained during the course of this engagement:
PSD Construction Permit No. 23-A-0481. This permit was issued by the IDNR on August 22, 2023, with an effective date of August 22, 2023. The PSD Construction Permit authorizes the construction of the soybean processing and specialty fertilizer blending facility at the Muscatine site, including a soybean crush operation with a design capacity of 3,200 tons per day and a granular fertilizer blending line with a design capacity of 450 tons per day. The permit incorporates Best Available Control Technology ("BACT") emission limitations for all regulated pollutants and sets forth construction commencement deadlines and operational monitoring requirements, as discussed further in Section 4 below.
NPDES Permit No. IA0082917. This permit was issued by the IDNR on September 1, 2023, with an effective date of October 1, 2023. The NPDES Permit has a five-year term, expiring September 30, 2028, and authorizes the discharge of treated process wastewater from Outfall 001 at a maximum design flow of 0.38 million gallons per day ("MGD") and industrial stormwater from Outfall 002, both to Sweetland Creek, a tributary of the Mississippi River. The permit establishes technology-based and water-quality-based effluent limitations, monitoring and reporting requirements, and stormwater pollution prevention obligations, each of which is summarized in Section 4 below.
We note, as a matter of particular importance to GAP and its financing parties, that both permits were obtained well in advance of the October 5, 2023 environmental permit milestone deadline established under the credit agreement between GAP and Briarwood Capital Partners LP (Reference No. BCP-AG-2023-0092, dated February 15, 2023). In accordance with the requirements of that credit agreement, a permit status certification letter confirming the issuance and effectiveness of both permits was prepared by this firm and delivered to Trask Whitfield & Coe LLP, counsel to Briarwood Capital Partners LP, on September 5, 2023. A copy of that certification letter is maintained in the engagement file, and we understand that it has been accepted by the lender's counsel as satisfying the applicable milestone condition.
3. Summary of Professional Fees and Disbursements
Set forth below is a summary of the professional fees and disbursements incurred in connection with this matter. The enclosed final invoice provides a detailed, line-item accounting of all charges; the following is intended as a high-level overview for your convenience.
3.1 Professional Fees
Total professional fees were incurred across all timekeepers for the duration of the engagement, covering the period from March 9, 2023 through September 14, 2023. We are pleased to confirm that aggregate professional fees for the matter remained within the not-to-exceed estimate of $285,000.00 (exclusive of disbursements), as established in the engagement letter dated March 9, 2023. This result reflects our team's commitment to cost-effective staffing and efficient work allocation throughout the permitting process.
Billing rates were applied in accordance with the terms of the engagement letter, which established a blended rate cap of $475.00 per hour across the engagement team. For timekeepers whose standard hourly rates exceed the blended cap, time was billed at the capped rate. For timekeepers whose standard hourly rates fall below the blended cap, time was billed at their respective standard rates. The following table summarizes the applicable rates for each timekeeper on the matter:
The detailed time entries for each timekeeper are set forth in the enclosed invoice and reflect the nature and duration of each service performed. As noted in prior interim invoices, the legal team's effort was allocated across a range of activities, including regulatory strategy and permitting timeline development; preparation and review of the PSD and NPDES permit applications and supporting materials; coordination with GAP's environmental consultants and engineering team; correspondence and meetings with the IDNR, including responses to requests for additional information; review and analysis of draft permit terms and conditions; and preparation of the lender certification letter. We are confident that the enclosed invoice accurately reflects the services rendered and the value delivered to GAP in this engagement.
3.2 Disbursements. In addition to professional fees, the following disbursements were incurred in connection with the matter and are reflected in the enclosed final invoice:
IDNR Filing Fees:
• IDNR PSD Construction Permit Application Filing Fee: $7,500.00
• IDNR NPDES Individual Permit Application Filing Fee: $3,600.00
• Total IDNR Filing Fees: $11,100.00
Other Disbursements:
Other disbursements, including document reproduction and copying charges, courier and delivery service fees, filing and recording costs, and similar out-of-pocket expenses, are individually itemized on the enclosed invoice. These additional disbursements are modest in amount and were incurred in the ordinary course of the engagement.
Please note that the consulting fees of Pinnacle Environmental Consultants Inc. — which we understand totaled approximately $210,000.00 for air dispersion modeling, emissions inventory preparation, wastewater characterization studies, and Stormwater Pollution Prevention Plan ("SWPPP") preparation — were contracted and paid directly by GAP pursuant to GAP's independent consulting agreement with Pinnacle. Accordingly, those fees are not included in, and are entirely separate from, the charges reflected in Calderwood & Harkness LLP's enclosed invoice.
3.3 Invoice Enclosed
The final invoice, covering all outstanding professional fees and disbursements through the date of matter closure, is enclosed with this letter. Payment is due in accordance with the terms set forth in the engagement letter dated March 9, 2023, which provides for payment within thirty (30) days of the invoice date. Should you have any questions regarding the invoice or require any additional supporting detail, please do not hesitate to contact me directly.
4. Ongoing Permit Conditions Requiring GAP's Attention
While the environmental permitting engagement is now formally closed and no further legal services will be rendered by Calderwood & Harkness LLP under this matter number, we wish to take this opportunity to draw your attention to several significant permit conditions that create ongoing compliance obligations for GAP. The following summary is not intended to be exhaustive of all permit terms and conditions, but rather highlights the provisions that, in our judgment, are most critical to GAP's ongoing regulatory compliance and operational planning. We strongly encourage GAP's environmental, health, and safety team to conduct a thorough review of both permits in their entirety and to establish internal compliance tracking systems for each applicable requirement.
4.1 PSD Construction Permit (No. 23-A-0481)
The PSD Construction Permit contains a number of conditions and limitations that will require GAP's ongoing attention, including the following:
Construction Commencement Deadline. The permit requires that construction of the Muscatine Expansion Facility commence no later than eighteen (18) months from the date of permit issuance. Based on the August 22, 2023 issuance date, this deadline falls on February 22, 2025. Failure to commence construction by this date may result in expiration of the permit, which would necessitate the filing of a new PSD application and a new permitting review cycle. "Commencement of construction" is defined under IDNR regulations to include, among other things, engaging in a continuous program of actual on-site construction or entering into binding agreements or contractual obligations that cannot be canceled or modified without substantial loss to the owner or operator. GAP should ensure that its construction schedule is planned to satisfy this deadline with an adequate margin of safety.
BACT Emission Limits. The permit establishes Best Available Control Technology emission limits that must be met upon initial startup and maintained throughout facility operations. Key BACT limits include the following:
• EU-01 (Process Heater) and EU-02 (Soybean Dryer): Nitrogen oxides (NOx) emission limit of 0.036 lb/MMBtu, to be achieved through the use of low-NOx burners equipped with flue gas recirculation ("FGR"). This limit applies on a heat-input basis and will be verified through continuous emissions monitoring (EU-01) and periodic stack testing (EU-02).
• EU-04 (Material Handling/Storage — Baghouse): Particulate matter ("PM") outlet concentration of 0.005 grains per dry standard cubic foot ("gr/dscf"), corresponding to a minimum control efficiency of 99.5%. The baghouse system must be properly maintained, and filter integrity must be verified on a regular basis to ensure ongoing compliance with this limit.
• EU-06 (Cooling Towers — Drift Eliminators): Drift rate not to exceed 0.0005% of the circulating water flow. Drift eliminator performance should be verified at installation and periodically thereafter in accordance with the manufacturer's specifications and permit conditions.
Continuous Emissions Monitoring. The permit requires the installation and operation of a continuous emissions monitoring system ("CEMS") for NOx on EU-01 (process heater). The CEMS must meet all applicable requirements under 40 C.F.R. Part 60 and Part 75, including quality assurance/quality control protocols, data availability standards, and quarterly data reporting. GAP should coordinate with its CEMS vendor and Pinnacle Environmental Consultants Inc. well in advance of startup to ensure timely installation, certification, and commissioning of the monitoring system.
Quarterly Stack Testing. The permit requires quarterly stack testing for particulate matter on EU-04 (material handling and storage baghouse). Stack tests must be conducted using EPA Reference Methods and must be reported to the IDNR within sixty (60) days of each test date. GAP should engage a qualified stack testing contractor and establish a testing schedule that aligns with the permit's compliance calendar.
Emergency Diesel Generator (EU-05). The permit limits operation of the emergency diesel generator (EU-05) to no more than 500 hours per year. GAP should implement an hour-meter tracking system and maintain accurate operating logs to demonstrate compliance with this limitation on an ongoing basis.
4.2 NPDES Permit (No. IA0082917)
The NPDES Permit likewise contains a number of conditions and limitations that will require GAP's ongoing attention, including the following:
Permit Term and Renewal. The permit became effective on October 1, 2023 and has a five-year term, expiring September 30, 2028. Under IDNR regulations, a renewal application must be filed at least 180 days prior to the expiration date. Accordingly, the renewal application must be submitted no later than approximately April 4, 2028. We recommend that GAP calendar this deadline and begin assembling renewal application materials well in advance to allow sufficient time for data compilation, technical review, and any necessary updates to the facility's wastewater treatment system design or discharge characteristics.
Discharge Monitoring Reports. The permit requires the submission of monthly Discharge Monitoring Reports ("DMRs") for Outfall 001 (treated process wastewater). DMRs must include monitoring data for all parameters specified in the permit, collected at the frequencies and using the analytical methods specified therein. DMRs must be submitted to the IDNR by the 28th day of the month following each monitoring period. Timely and accurate DMR submission is essential to maintaining compliance and avoiding enforcement action.
Effluent Limitations. The permit establishes the following technology-based and water-quality-based effluent limitations for Outfall 001, which GAP must satisfy on a continuous basis:
GAP should ensure that its wastewater treatment system is designed and operated to achieve consistent compliance with all of the foregoing limitations under all anticipated operating conditions, including periods of peak production and seasonal temperature variations that may affect biological treatment efficiency. We note in particular that the ammonia-nitrogen ("NH₃-N") limits are seasonally variable, with significantly more stringent limits applicable during the April through October growing season, and that the total phosphorus limit of 1.0 mg/L monthly average reflects Iowa's nutrient reduction strategy and may present operational challenges that warrant advance planning and treatment optimization.
Stormwater Pollution Prevention Plan (SWPPP). The permit requires that GAP maintain a current Stormwater Pollution Prevention Plan for Outfall 002 (industrial stormwater) and conduct annual site inspections to evaluate the effectiveness of stormwater best management practices. Inspection records must be maintained on-site and made available to the IDNR upon request. GAP should ensure that the SWPPP prepared by Pinnacle Environmental Consultants Inc. during the permitting process is updated as necessary to reflect actual site conditions following construction, and that annual inspections are scheduled and documented in accordance with the permit terms.
4.3 Recommendation. In light of the foregoing ongoing compliance obligations — which span continuous emissions monitoring, periodic stack testing, monthly discharge monitoring and reporting, stormwater management, and multiple regulatory deadlines — we strongly recommend that GAP engage experienced environmental compliance counsel on an ongoing basis to ensure the timely and complete satisfaction of all permit conditions, monitoring obligations, and reporting deadlines applicable to the Muscatine Expansion Facility. Proactive compliance management is essential to avoiding potential enforcement actions, penalties, or permit revocation that could disrupt facility operations and affect GAP's standing with its financing parties.
We also note that Pinnacle Environmental Consultants Inc. has indicated its availability to provide ongoing compliance monitoring and technical support services to GAP in connection with the Muscatine Expansion Facility. Given Pinnacle's deep familiarity with the facility's emissions and discharge profiles, treatment technologies, and permit conditions, their continued involvement may offer significant efficiency and continuity advantages as GAP transitions from the permitting phase to facility construction and operation. We encourage GAP to consider engaging Pinnacle in that capacity.
5. Acknowledgments and Appreciation
Calderwood & Harkness LLP sincerely appreciates the confidence that Greenfield Agricultural Partners LLC has placed in our firm through the engagement of our environmental practice group for this important project. The successful and timely permitting of the Muscatine Expansion Facility represents a significant milestone for GAP's growth strategy, and it has been a privilege to contribute to that achievement.
We wish to acknowledge, in particular, the outstanding collaboration we enjoyed with Derek Yun, GAP's Director of Environmental Health and Safety, and Margaret Solberg, GAP's Vice President of Operations and Muscatine Expansion Project Lead. Their responsiveness to our requests for technical and operational information, their deep understanding of the facility's process engineering, and their proactive engagement with the IDNR throughout the permitting process contributed immeasurably to the efficient progression and successful outcome of both permit applications. The quality of their work and their commitment to the project timeline were instrumental in allowing us to achieve the permitting milestones well in advance of the credit agreement deadline.
We also wish to acknowledge the valuable coordination and technical contributions of the consulting and engineering teams that supported this engagement, including Dr. Leonard Fisk, P.E., and Karen Ott of Pinnacle Environmental Consultants Inc., whose air modeling, emissions inventory, wastewater characterization, and SWPPP preparation work formed the technical backbone of both applications, and Thomas Novak, P.E., of Ridgeline Engineering Group LLC, whose process engineering expertise and facility design documentation were critical to the completeness and credibility of the permit submissions. The professionalism and responsiveness of these consultants greatly facilitated the permitting effort.
6. Future Engagement Availability
Calderwood & Harkness LLP remains available to assist Greenfield Agricultural Partners LLC with any future environmental compliance matters, permit modifications, regulatory inquiries, or enforcement-related needs arising in connection with the Muscatine Expansion Facility or any of GAP's other operations throughout Iowa and the Midwest. Our environmental practice group has extensive experience in all facets of air quality, water quality, waste management, and environmental transactional matters, and we would welcome the opportunity to continue serving GAP's legal needs.
Should you have any questions regarding the enclosed invoice, the ongoing permit obligations described above, or any other matter, please do not hesitate to contact me at (515) 284-7244 or stung@calderwoodharkness.com, or James Prentice at (515) 284-7218 or jprentice@calderwoodharkness.com. We are happy to assist in any way we can.
Thank you again for the opportunity to serve Greenfield Agricultural Partners LLC. We look forward to working with you in the future.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Sandra Tung Billing Partner Direct: (515) 284-7244
Email: stung@calderwoodharkness.com
Enclosure: Final Invoice, C&H Matter No. 1020-00004
cc:
James Prentice, Calderwood & Harkness LLP Rafael Dominguez, Calderwood & Harkness LLP Nils Halverson, CEO, Greenfield Agricultural Partners LLC Derek Yun, Director of EHS, Greenfield Agricultural Partners LLC Margaret Solberg, VP of Operations, Greenfield Agricultural Partners LLC
Timekeeper | Role | Standard Rate | Billed Rate
James Prentice | Responsible Partner | $625.00/hr | $475.00/hr (blended cap)
Sandra Tung | Billing Partner | $610.00/hr | $475.00/hr (blended cap)
Rafael Dominguez | Lead Associate | $420.00/hr | $420.00/hr (standard rate)
Cynthia Ho | Working Associate | $350.00/hr | $350.00/hr (standard rate)
Parameter | Monthly Average | Daily Maximum
BOD₅ | 30 mg/L | 45 mg/L
TSS | 30 mg/L | 45 mg/L
pH | 6.5 – 9.0 (instantaneous range) | 6.5 – 9.0 (instantaneous range)
NH₃-N (April – October) | 3.5 mg/L | —
NH₃-N (November – 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) | —

CALDERWOOD & HARKNESS LLP

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