permit-status-certification-to-lender.docx

1020-00004 · Greenfield Agricultural Partners · Closing

permit-status-certification-to-lender.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) 244-7800 Facsimile: (515) 244-7801 www.calderwoodharkness.com

September 5, 2023

Martin Eggers, Esq. Partner Trask Whitfield & Coe LLP 200 South LaSalle Street, Suite 2700 Chicago, Illinois 60604

Re: Environmental Permit Status Certification — Muscatine Expansion Facility; Greenfield Agricultural Partners LLC Credit Agreement No. BCP-AG-2023-0092, dated February 15, 2023 $178,000,000 Senior Secured Term Facility — Briarwood Capital Partners LP

Dear Mr. Eggers:

I. Purpose and Authority

Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") represents Greenfield Agricultural Partners LLC ("GAP"), an Iowa limited liability company organized and existing under the Iowa Revised Uniform Limited Liability Company Act, in connection with the air and water permitting for the Muscatine Expansion Facility (the "MEF") located at 14800 Highway 61 North, Muscatine, Iowa 52761, Muscatine County, Iowa (Parcel ID 0735-19-200-004).

This letter constitutes the environmental permit status certification delivered to Trask Whitfield & Coe LLP, in its capacity as counsel to Briarwood Capital Partners LP ("Briarwood"), the senior secured lender under the Credit Agreement referenced above. This certification is provided pursuant to the environmental permit milestone provisions set forth in the Credit Agreement (Reference No. BCP-AG-2023-0092), dated February 15, 2023 (the "Credit Agreement"), by and among GAP, as borrower, and Briarwood, as lender, establishing the $178,000,000 senior secured term facility (the "Facility").

Specifically, this certification relates to the condition precedent to the release of the second drawdown tranche in the amount of $89,000,000 under the Facility, which, pursuant to Section 4.02(d)(iii) of the Credit Agreement, requires that all material environmental permits necessary for the construction of the MEF be obtained within 210 calendar days of March 9, 2023 (the date on which the first drawdown tranche was funded), that is, on or before October 5, 2023 (the "Environmental Permit Milestone"). As set forth in detail below, we certify that the Environmental Permit Milestone has been satisfied.

II. Description of the Muscatine Expansion Facility

The MEF is a greenfield soybean processing and specialty fertilizer blending facility to be constructed on a 147-acre site in Muscatine County, Iowa. As designed, the MEF will include a soybean crush line with a planned capacity of 3,200 tons per day, together with a 450-ton-per-day granular fertilizer blending line. The facility will incorporate associated material handling, storage, utility, and wastewater treatment infrastructure. The total estimated project capital cost for the MEF is $178,000,000, which is being financed in its entirety through the Facility.

The 147-acre site was acquired by GAP from the Reinholt Family Trust pursuant to a Warranty Deed recorded on January 20, 2023, in the office of the Muscatine County Recorder. Prior to the commencement of the permitting process, GAP obtained local land-use approval in the form of Conditional Use Permit No. MC-2022-041, which was approved by the Muscatine County Board of Supervisors at its regular meeting on November 15, 2022. Conditional Use Permit No. MC-2022-041 authorizes the construction and operation of an agricultural processing and fertilizer blending facility on the site, subject to customary site-plan, setback, and access conditions. No appeals were filed within the statutory appeal period for the conditional use permit, and the permit is final and non-appealable.

III. Certification of Material Environmental Permits Obtained

Calderwood & Harkness hereby certifies that, based on its direct involvement in the preparation, filing, and prosecution of the permit applications described below, and based on its review of the permits as issued, all material environmental permits required for the construction of the MEF have been obtained from the Iowa Department of Natural Resources (the "IDNR"). Both permits identified below were issued prior to the October 5, 2023 Environmental Permit Milestone deadline established by the Credit Agreement. The material environmental permits are as follows:

(i) Prevention of Significant Deterioration (PSD) Construction Permit

Permit Type: Prevention of Significant Deterioration (PSD) Construction Permit, issued pursuant to the federal Clean Air Act, 42 U.S.C. §§ 7470–7492, and the implementing regulations of the State of Iowa set forth in Iowa Administrative Code 567—Chapter 33.

Permit Number: 23-A-0481

Issuing Authority: Iowa Department of Natural Resources, Air Quality Bureau

Date Issued: August 22, 2023

Effective Date: August 22, 2023

Application History:

• GAP submitted its PSD construction permit application to the IDNR Air Quality Bureau on April 28, 2023. The application included a complete air emissions inventory, Best Available Control Technology (BACT) analysis for each regulated pollutant and emission unit, an ambient air quality impact analysis, and all supporting technical documentation.

• The IDNR issued a completeness determination on May 19, 2023, confirming that the application contained all information necessary for the agency to begin its technical review.

• Following the IDNR's technical review and preparation of a preliminary determination to approve the application, a public notice and comment period was conducted from June 12, 2023 through July 12, 2023, a period of 30 days. During the public comment period, four public comments were received. The IDNR reviewed the comments and issued a responsiveness summary on August 3, 2023, in which it addressed each comment and confirmed its determination to issue the permit as proposed.

• No requests for a public hearing were submitted during the comment period.

Scope of Authorization: PSD Construction Permit No. 23-A-0481 authorizes the construction of the MEF's air emission units, including the soybean preparation and extraction equipment, the solvent recovery system, grain dryers, boilers, material handling and transfer points, the fertilizer blending and granulation line, and associated fugitive emission sources. The permit establishes BACT emission limits for particulate matter (PM/PM10/PM2.5), volatile organic compounds (VOCs), nitrogen oxides (NOx), sulfur dioxide (SO2), carbon monoxide (CO), and hazardous air pollutants (HAPs), together with monitoring, recordkeeping, and reporting conditions.

Construction Commencement Deadline: Pursuant to the terms of the permit and applicable Iowa regulations, GAP must commence construction of the permitted emission units within 18 months of the date of issuance, i.e., on or before February 22, 2025. Failure to commence construction by that date may render the permit void and could require the filing of a new application or a request for an extension.

(ii) NPDES Individual Permit

Permit Type: National Pollutant Discharge Elimination System (NPDES) Individual Permit, issued pursuant to the federal Clean Water Act, 33 U.S.C. § 1342, and the implementing regulations of the State of Iowa set forth in Iowa Administrative Code 567—Chapter 64.

Permit Number: IA0082917

Issuing Authority: Iowa Department of Natural Resources, Water Quality Bureau

Date Issued: September 1, 2023

Effective Date: October 1, 2023

Permit Term: Five (5) years, expiring September 30, 2028

Application History:

• GAP submitted its NPDES individual permit application to the IDNR Water Quality Bureau on May 5, 2023. The application included a detailed characterization of the proposed process wastewater and industrial stormwater discharges, engineering design specifications for the wastewater treatment system, receiving water modeling and mixing zone analysis for Sweetland Creek, and all required supporting technical documentation.

• The IDNR issued a completeness determination on May 30, 2023, confirming that the application was administratively and technically complete for purposes of commencing the agency's substantive review.

• Following the IDNR's technical review and preparation of a draft permit, a public notice and comment period was conducted from June 19, 2023 through July 19, 2023, a period of 30 days. During the public comment period, two public comments were received. The IDNR reviewed the comments and issued a responsiveness summary on August 10, 2023, in which it addressed each comment and confirmed its determination to issue the permit substantially as proposed in the draft.

• No requests for a public hearing were submitted during the comment period.

Scope of Authorization: NPDES Permit No. IA0082917 authorizes the discharge of treated process wastewater from the MEF's wastewater treatment system through Outfall 001 (design flow of 0.38 million gallons per day (MGD)) and the discharge of industrial stormwater through Outfall 002 to Sweetland Creek, a tributary of the Mississippi River, located in the Cedar/Iowa River watershed (HUC 07080107). The permit establishes numeric effluent limitations for biochemical oxygen demand (BOD5), total suspended solids (TSS), oil and grease, ammonia nitrogen, pH, total phosphorus, and other parameters applicable to Outfall 001, as well as benchmark monitoring requirements for Outfall 002. The permit further requires GAP to develop, implement, and maintain a Stormwater Pollution Prevention Plan (SWPPP) for the facility, which must be completed prior to the commencement of construction activities that disturb one or more acres of land.

IV. Compliance with the Environmental Permit Milestone

As noted above, the Credit Agreement (Reference No. BCP-AG-2023-0092) provides, as a condition precedent to the release of the second drawdown tranche of $89,000,000, that all material environmental permits for the construction of the MEF must be obtained within 210 calendar days of March 9, 2023. Two hundred ten (210) calendar days from March 9, 2023 falls on October 5, 2023. Calderwood & Harkness confirms the following:

• PSD Construction Permit No. 23-A-0481 was issued on August 22, 2023, which is 44 days before the Environmental Permit Milestone deadline of October 5, 2023.

• NPDES Permit No. IA0082917 was issued on September 1, 2023, which is 34 days before the Environmental Permit Milestone deadline of October 5, 2023.

Both permits were issued by the IDNR following the completion of the mandatory public notice and comment periods. Neither permit proceeding resulted in a request for or the scheduling of a public hearing, and neither permit was issued with contested conditions. No administrative appeals have been filed with respect to either permit.

Accordingly, Calderwood & Harkness certifies that the environmental permit milestone condition precedent set forth in Section 4.02(d)(iii) of the Credit Agreement, applicable to the release of the second drawdown tranche of $89,000,000 under the Facility, has been satisfied.

V. Enclosures

The following documents are enclosed with this letter for your records and for the records of Briarwood Capital Partners LP:

(A) Copy of PSD Construction Permit No. 23-A-0481, issued by the IDNR Air Quality Bureau on August 22, 2023 (including all attachments, conditions, and emission limits schedules).

(B) Copy of NPDES Permit No. IA0082917, issued by the IDNR Water Quality Bureau on September 1, 2023 (including all attachments, effluent limits schedules, monitoring requirements, and special conditions).

VI. Key Permit Conditions and Deadlines Noted for Lender's Awareness

For purposes of Briarwood's ongoing monitoring of the MEF project, Calderwood & Harkness draws the following key permit conditions and deadlines to your attention:

1. PSD Permit — Construction Commencement Deadline. PSD Construction Permit No. 23-A-0481 requires that GAP commence construction of the permitted emission units on or before February 22, 2025, which is 18 months from the date of issuance. If construction is not commenced by that date, the permit may lapse by operation of Iowa Administrative Code 567—33.3(13), and GAP could be required to submit a new PSD construction permit application or request a permit extension from the IDNR Air Quality Bureau. GAP has informed Calderwood & Harkness that it intends to commence site grading and foundation work in the first quarter of 2024, which is well in advance of the construction commencement deadline.

2. NPDES Permit — Term and Renewal. NPDES Permit No. IA0082917 has a five-year term commencing October 1, 2023, and expiring September 30, 2028. Pursuant to Iowa Administrative Code 567—64.4(2), GAP must submit a complete renewal application to the IDNR Water Quality Bureau at least 180 days prior to the permit's expiration, i.e., on or before April 4, 2028, in order to maintain authorization to discharge under the existing permit terms pending issuance of a renewed permit.

3. Ongoing Compliance Obligations. Both permits contain standard conditions requiring ongoing compliance monitoring, recordkeeping, and periodic reporting to the IDNR, including but not limited to continuous emissions monitoring (CEMS) or parametric monitoring for certain air emission units, regular discharge monitoring reports (DMRs) for wastewater outfalls, and annual compliance certifications. GAP has retained qualified environmental staff to manage ongoing compliance with these obligations, including Derek Yun, who serves as GAP's Director of Environmental, Health & Safety and who will have primary responsibility for the MEF's environmental compliance program.

4. No Pending or Contemplated Appeals. As of the date of this letter, no administrative appeals have been filed with the Iowa Environmental Protection Commission or any other body with respect to either PSD Construction Permit No. 23-A-0481 or NPDES Permit No. IA0082917. To Calderwood & Harkness's knowledge, after due inquiry, no such appeals are contemplated by any party.

VII. Limitations and Qualifications

This certification is subject to the following limitations and qualifications:

1. This certification is based upon Calderwood & Harkness's direct participation in the preparation, filing, and prosecution of the two permit applications described herein and upon its review of the permits as issued by the IDNR. Calderwood & Harkness has not undertaken an independent investigation of the environmental condition of the MEF site, the accuracy of baseline environmental data, or the technical adequacy of the engineering design for the facility's air pollution control equipment or wastewater treatment system.

2. In connection with the preparation of the permit applications, Calderwood & Harkness relied upon technical data, analyses, engineering calculations, and environmental assessments prepared by Pinnacle Environmental Consultants Inc. (air quality modeling, emissions inventory, and BACT analysis) and Ridgeline Engineering Group LLC (wastewater treatment system design, effluent characterization, and receiving water modeling). Calderwood & Harkness does not independently verify or warrant the accuracy, completeness, or adequacy of the technical data and analyses furnished by these consultants, and this certification should not be construed as an endorsement or guaranty of such technical data.

3. This certification is provided solely for the benefit of Briarwood Capital Partners LP and Trask Whitfield & Coe LLP in connection with the Credit Agreement (Reference No. BCP-AG-2023-0092) and the evaluation of the environmental permit milestone condition precedent described herein. This certification may not be relied upon by any other party, or used for any other purpose, without the prior written consent of Calderwood & Harkness LLP.

4. Calderwood & Harkness's representation of GAP in this matter was limited to the air and water permitting for the MEF and specifically to the two permits identified in this letter (PSD Construction Permit No. 23-A-0481 and NPDES Permit No. IA0082917). Calderwood & Harkness's engagement did not encompass, and this certification does not address, any other environmental, land use, zoning, or regulatory matters affecting the MEF or the site, including but not limited to hazardous waste management, underground storage tanks, wetlands or endangered species, CERCLA liability, or compliance with any state or local environmental requirements beyond the two permits described herein.

VIII. Closing

Calderwood & Harkness is available to respond to any questions that Trask Whitfield & Coe LLP or Briarwood Capital Partners LP may have regarding the permits, the permitting process, or this certification. Please direct any inquiries to the undersigned at the contact information set forth below.

Contact Information:

James Prentice, Partner Calderwood & Harkness LLP 801 Grand Avenue, Suite 4400 Des Moines, Iowa 50309 Telephone: (515) 244-7812

Email: jprentice@calderwoodharkness.com

C&H Matter Number: 1020-00004

We appreciate your attention to this matter and look forward to assisting with any further requirements under the Credit Agreement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

James Prentice Partner Calderwood & Harkness LLP

cc: (via email and U.S. mail)

Patricia Caldwell, General Counsel & VP of Regulatory Affairs, Greenfield Agricultural Partners LLC

Christine Malloy, Managing Director, Agribusiness Lending, Briarwood Capital Partners LP

Sandra Tung, Partner, Calderwood & Harkness LLP

Enclosures:

Enclosure (A): PSD Construction Permit No. 23-A-0481, issued August 22, 2023

Enclosure (B): NPDES Permit No. IA0082917, issued September 1, 2023

CALDERWOOD & HARKNESS LLP Attorneys at Law 801 Grand Avenue, Suite 4400 Des Moines, Iowa 50309 Telephone: (515) 244-7800 Facsimile: (515) 244-7801 www.calderwoodharkness.com
September 5, 2023
Martin Eggers, Esq. Partner Trask Whitfield & Coe LLP 200 South LaSalle Street, Suite 2700 Chicago, Illinois 60604
Re: Environmental Permit Status Certification — Muscatine Expansion Facility; Greenfield Agricultural Partners LLC Credit Agreement No. BCP-AG-2023-0092, dated February 15, 2023 $178,000,000 Senior Secured Term Facility — Briarwood Capital Partners LP
Dear Mr. Eggers:
I. Purpose and Authority
Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") represents Greenfield Agricultural Partners LLC ("GAP"), an Iowa limited liability company organized and existing under the Iowa Revised Uniform Limited Liability Company Act, in connection with the air and water permitting for the Muscatine Expansion Facility (the "MEF") located at 14800 Highway 61 North, Muscatine, Iowa 52761, Muscatine County, Iowa (Parcel ID 0735-19-200-004).
This letter constitutes the environmental permit status certification delivered to Trask Whitfield & Coe LLP, in its capacity as counsel to Briarwood Capital Partners LP ("Briarwood"), the senior secured lender under the Credit Agreement referenced above. This certification is provided pursuant to the environmental permit milestone provisions set forth in the Credit Agreement (Reference No. BCP-AG-2023-0092), dated February 15, 2023 (the "Credit Agreement"), by and among GAP, as borrower, and Briarwood, as lender, establishing the $178,000,000 senior secured term facility (the "Facility").
Specifically, this certification relates to the condition precedent to the release of the second drawdown tranche in the amount of $89,000,000 under the Facility, which, pursuant to Section 4.02(d)(iii) of the Credit Agreement, requires that all material environmental permits necessary for the construction of the MEF be obtained within 210 calendar days of March 9, 2023 (the date on which the first drawdown tranche was funded), that is, on or before October 5, 2023 (the "Environmental Permit Milestone"). As set forth in detail below, we certify that the Environmental Permit Milestone has been satisfied.
II. Description of the Muscatine Expansion Facility
The MEF is a greenfield soybean processing and specialty fertilizer blending facility to be constructed on a 147-acre site in Muscatine County, Iowa. As designed, the MEF will include a soybean crush line with a planned capacity of 3,200 tons per day, together with a 450-ton-per-day granular fertilizer blending line. The facility will incorporate associated material handling, storage, utility, and wastewater treatment infrastructure. The total estimated project capital cost for the MEF is $178,000,000, which is being financed in its entirety through the Facility.
The 147-acre site was acquired by GAP from the Reinholt Family Trust pursuant to a Warranty Deed recorded on January 20, 2023, in the office of the Muscatine County Recorder. Prior to the commencement of the permitting process, GAP obtained local land-use approval in the form of Conditional Use Permit No. MC-2022-041, which was approved by the Muscatine County Board of Supervisors at its regular meeting on November 15, 2022. Conditional Use Permit No. MC-2022-041 authorizes the construction and operation of an agricultural processing and fertilizer blending facility on the site, subject to customary site-plan, setback, and access conditions. No appeals were filed within the statutory appeal period for the conditional use permit, and the permit is final and non-appealable.
III. Certification of Material Environmental Permits Obtained
Calderwood & Harkness hereby certifies that, based on its direct involvement in the preparation, filing, and prosecution of the permit applications described below, and based on its review of the permits as issued, all material environmental permits required for the construction of the MEF have been obtained from the Iowa Department of Natural Resources (the "IDNR"). Both permits identified below were issued prior to the October 5, 2023 Environmental Permit Milestone deadline established by the Credit Agreement. The material environmental permits are as follows:
(i) Prevention of Significant Deterioration (PSD) Construction Permit
Permit Type: Prevention of Significant Deterioration (PSD) Construction Permit, issued pursuant to the federal Clean Air Act, 42 U.S.C. §§ 7470–7492, and the implementing regulations of the State of Iowa set forth in Iowa Administrative Code 567—Chapter 33.
Permit Number: 23-A-0481
Issuing Authority: Iowa Department of Natural Resources, Air Quality Bureau
Date Issued: August 22, 2023
Effective Date: August 22, 2023
Application History:
• GAP submitted its PSD construction permit application to the IDNR Air Quality Bureau on April 28, 2023. The application included a complete air emissions inventory, Best Available Control Technology (BACT) analysis for each regulated pollutant and emission unit, an ambient air quality impact analysis, and all supporting technical documentation.
• The IDNR issued a completeness determination on May 19, 2023, confirming that the application contained all information necessary for the agency to begin its technical review.
• Following the IDNR's technical review and preparation of a preliminary determination to approve the application, a public notice and comment period was conducted from June 12, 2023 through July 12, 2023, a period of 30 days. During the public comment period, four public comments were received. The IDNR reviewed the comments and issued a responsiveness summary on August 3, 2023, in which it addressed each comment and confirmed its determination to issue the permit as proposed.
• No requests for a public hearing were submitted during the comment period.
Scope of Authorization: PSD Construction Permit No. 23-A-0481 authorizes the construction of the MEF's air emission units, including the soybean preparation and extraction equipment, the solvent recovery system, grain dryers, boilers, material handling and transfer points, the fertilizer blending and granulation line, and associated fugitive emission sources. The permit establishes BACT emission limits for particulate matter (PM/PM10/PM2.5), volatile organic compounds (VOCs), nitrogen oxides (NOx), sulfur dioxide (SO2), carbon monoxide (CO), and hazardous air pollutants (HAPs), together with monitoring, recordkeeping, and reporting conditions.
Construction Commencement Deadline: Pursuant to the terms of the permit and applicable Iowa regulations, GAP must commence construction of the permitted emission units within 18 months of the date of issuance, i.e., on or before February 22, 2025. Failure to commence construction by that date may render the permit void and could require the filing of a new application or a request for an extension.
(ii) NPDES Individual Permit
Permit Type: National Pollutant Discharge Elimination System (NPDES) Individual Permit, issued pursuant to the federal Clean Water Act, 33 U.S.C. § 1342, and the implementing regulations of the State of Iowa set forth in Iowa Administrative Code 567—Chapter 64.
Permit Number: IA0082917
Issuing Authority: Iowa Department of Natural Resources, Water Quality Bureau
Date Issued: September 1, 2023
Effective Date: October 1, 2023
Permit Term: Five (5) years, expiring September 30, 2028
Application History:
• GAP submitted its NPDES individual permit application to the IDNR Water Quality Bureau on May 5, 2023. The application included a detailed characterization of the proposed process wastewater and industrial stormwater discharges, engineering design specifications for the wastewater treatment system, receiving water modeling and mixing zone analysis for Sweetland Creek, and all required supporting technical documentation.
• The IDNR issued a completeness determination on May 30, 2023, confirming that the application was administratively and technically complete for purposes of commencing the agency's substantive review.
• Following the IDNR's technical review and preparation of a draft permit, a public notice and comment period was conducted from June 19, 2023 through July 19, 2023, a period of 30 days. During the public comment period, two public comments were received. The IDNR reviewed the comments and issued a responsiveness summary on August 10, 2023, in which it addressed each comment and confirmed its determination to issue the permit substantially as proposed in the draft.
• No requests for a public hearing were submitted during the comment period.
Scope of Authorization: NPDES Permit No. IA0082917 authorizes the discharge of treated process wastewater from the MEF's wastewater treatment system through Outfall 001 (design flow of 0.38 million gallons per day (MGD)) and the discharge of industrial stormwater through Outfall 002 to Sweetland Creek, a tributary of the Mississippi River, located in the Cedar/Iowa River watershed (HUC 07080107). The permit establishes numeric effluent limitations for biochemical oxygen demand (BOD5), total suspended solids (TSS), oil and grease, ammonia nitrogen, pH, total phosphorus, and other parameters applicable to Outfall 001, as well as benchmark monitoring requirements for Outfall 002. The permit further requires GAP to develop, implement, and maintain a Stormwater Pollution Prevention Plan (SWPPP) for the facility, which must be completed prior to the commencement of construction activities that disturb one or more acres of land.
IV. Compliance with the Environmental Permit Milestone
As noted above, the Credit Agreement (Reference No. BCP-AG-2023-0092) provides, as a condition precedent to the release of the second drawdown tranche of $89,000,000, that all material environmental permits for the construction of the MEF must be obtained within 210 calendar days of March 9, 2023. Two hundred ten (210) calendar days from March 9, 2023 falls on October 5, 2023. Calderwood & Harkness confirms the following:
• PSD Construction Permit No. 23-A-0481 was issued on August 22, 2023, which is 44 days before the Environmental Permit Milestone deadline of October 5, 2023.
• NPDES Permit No. IA0082917 was issued on September 1, 2023, which is 34 days before the Environmental Permit Milestone deadline of October 5, 2023.
Both permits were issued by the IDNR following the completion of the mandatory public notice and comment periods. Neither permit proceeding resulted in a request for or the scheduling of a public hearing, and neither permit was issued with contested conditions. No administrative appeals have been filed with respect to either permit.
Accordingly, Calderwood & Harkness certifies that the environmental permit milestone condition precedent set forth in Section 4.02(d)(iii) of the Credit Agreement, applicable to the release of the second drawdown tranche of $89,000,000 under the Facility, has been satisfied.
V. Enclosures
The following documents are enclosed with this letter for your records and for the records of Briarwood Capital Partners LP:
(A) Copy of PSD Construction Permit No. 23-A-0481, issued by the IDNR Air Quality Bureau on August 22, 2023 (including all attachments, conditions, and emission limits schedules).
(B) Copy of NPDES Permit No. IA0082917, issued by the IDNR Water Quality Bureau on September 1, 2023 (including all attachments, effluent limits schedules, monitoring requirements, and special conditions).
VI. Key Permit Conditions and Deadlines Noted for Lender's Awareness
For purposes of Briarwood's ongoing monitoring of the MEF project, Calderwood & Harkness draws the following key permit conditions and deadlines to your attention:
1. PSD Permit — Construction Commencement Deadline. PSD Construction Permit No. 23-A-0481 requires that GAP commence construction of the permitted emission units on or before February 22, 2025, which is 18 months from the date of issuance. If construction is not commenced by that date, the permit may lapse by operation of Iowa Administrative Code 567—33.3(13), and GAP could be required to submit a new PSD construction permit application or request a permit extension from the IDNR Air Quality Bureau. GAP has informed Calderwood & Harkness that it intends to commence site grading and foundation work in the first quarter of 2024, which is well in advance of the construction commencement deadline.
2. NPDES Permit — Term and Renewal. NPDES Permit No. IA0082917 has a five-year term commencing October 1, 2023, and expiring September 30, 2028. Pursuant to Iowa Administrative Code 567—64.4(2), GAP must submit a complete renewal application to the IDNR Water Quality Bureau at least 180 days prior to the permit's expiration, i.e., on or before April 4, 2028, in order to maintain authorization to discharge under the existing permit terms pending issuance of a renewed permit.
3. Ongoing Compliance Obligations. Both permits contain standard conditions requiring ongoing compliance monitoring, recordkeeping, and periodic reporting to the IDNR, including but not limited to continuous emissions monitoring (CEMS) or parametric monitoring for certain air emission units, regular discharge monitoring reports (DMRs) for wastewater outfalls, and annual compliance certifications. GAP has retained qualified environmental staff to manage ongoing compliance with these obligations, including Derek Yun, who serves as GAP's Director of Environmental, Health & Safety and who will have primary responsibility for the MEF's environmental compliance program.
4. No Pending or Contemplated Appeals. As of the date of this letter, no administrative appeals have been filed with the Iowa Environmental Protection Commission or any other body with respect to either PSD Construction Permit No. 23-A-0481 or NPDES Permit No. IA0082917. To Calderwood & Harkness's knowledge, after due inquiry, no such appeals are contemplated by any party.
VII. Limitations and Qualifications
This certification is subject to the following limitations and qualifications:
1. This certification is based upon Calderwood & Harkness's direct participation in the preparation, filing, and prosecution of the two permit applications described herein and upon its review of the permits as issued by the IDNR. Calderwood & Harkness has not undertaken an independent investigation of the environmental condition of the MEF site, the accuracy of baseline environmental data, or the technical adequacy of the engineering design for the facility's air pollution control equipment or wastewater treatment system.
2. In connection with the preparation of the permit applications, Calderwood & Harkness relied upon technical data, analyses, engineering calculations, and environmental assessments prepared by Pinnacle Environmental Consultants Inc. (air quality modeling, emissions inventory, and BACT analysis) and Ridgeline Engineering Group LLC (wastewater treatment system design, effluent characterization, and receiving water modeling). Calderwood & Harkness does not independently verify or warrant the accuracy, completeness, or adequacy of the technical data and analyses furnished by these consultants, and this certification should not be construed as an endorsement or guaranty of such technical data.
3. This certification is provided solely for the benefit of Briarwood Capital Partners LP and Trask Whitfield & Coe LLP in connection with the Credit Agreement (Reference No. BCP-AG-2023-0092) and the evaluation of the environmental permit milestone condition precedent described herein. This certification may not be relied upon by any other party, or used for any other purpose, without the prior written consent of Calderwood & Harkness LLP.
4. Calderwood & Harkness's representation of GAP in this matter was limited to the air and water permitting for the MEF and specifically to the two permits identified in this letter (PSD Construction Permit No. 23-A-0481 and NPDES Permit No. IA0082917). Calderwood & Harkness's engagement did not encompass, and this certification does not address, any other environmental, land use, zoning, or regulatory matters affecting the MEF or the site, including but not limited to hazardous waste management, underground storage tanks, wetlands or endangered species, CERCLA liability, or compliance with any state or local environmental requirements beyond the two permits described herein.
VIII. Closing
Calderwood & Harkness is available to respond to any questions that Trask Whitfield & Coe LLP or Briarwood Capital Partners LP may have regarding the permits, the permitting process, or this certification. Please direct any inquiries to the undersigned at the contact information set forth below.
Contact Information:
James Prentice, Partner Calderwood & Harkness LLP 801 Grand Avenue, Suite 4400 Des Moines, Iowa 50309 Telephone: (515) 244-7812
Email: jprentice@calderwoodharkness.com
C&H Matter Number: 1020-00004
We appreciate your attention to this matter and look forward to assisting with any further requirements under the Credit Agreement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice Partner Calderwood & Harkness LLP
cc: (via email and U.S. mail)
Patricia Caldwell, General Counsel & VP of Regulatory Affairs, Greenfield Agricultural Partners LLC
Christine Malloy, Managing Director, Agribusiness Lending, Briarwood Capital Partners LP
Sandra Tung, Partner, Calderwood & Harkness LLP
Enclosures:
Enclosure (A): PSD Construction Permit No. 23-A-0481, issued August 22, 2023
Enclosure (B): NPDES Permit No. IA0082917, issued September 1, 2023

CALDERWOOD & HARKNESS LLP

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