WQ0030190_More Information (Received)_20210812

Smithfield
Good food. -Re,sr sibl8,
August 12, 2021
Erick Saunders, Engineer
NCDEQ DWR
Water Quality Permitting, Non -Discharge Permitting
1617 Mail Service Center
Raleigh, NC 27699-1617
Subject: Application No. WQ0030190
Additional Information Request for
Laurinburg Truck Wash
Wastewater Irrigation System
Scotland County
Dear Mr. Saunders,
M. Kevin Weston
Sr. Environmental Compliance Technical Specialist
Smithfield Hog Production Division
P.O. Box 856
2822 NC Hwy 24 West
Warsaw, NC 28398
[phone] tel
[phone] fax
In response to the Additional Information Request letter dated July 16, 2021 for the above -mentioned facility, please
find enclosed:
1) Property ownership documentation - Copies of the mergers that show Murphy -Brown, LLC as the
owner of the entities that make up Carroll's Realty Partnership.
2) A copy of the most current version of the Nutrient Utilization Plan (Waste Utilization Plan) for this
facility.
If you have further questions or need additional information regarding this matter, please contact me.
Sincerely,
M. Kevin Weston
[e-mail]
www.smithfieldfoods.com

N
. , ;,APR-28-02 MON 10:05 AN SHFFD FOODS -CORPORATE FAX NO. 7573853t
�) 22 i9 9047
ARTICLES OF MERGER
OF
CARROLL'S REALTY, INC.
WITH AND INTO
SAQi'I'MUW FURCHAM CORPORATION
SOSID.- 0493113
Date Filed. 4129=02 3:18 PM
Elaine F. Marshall
North Carolina Secretary of State
Pur UZU to North Carolina (kneral Statutes Section 55-1 I-O5, Smithfield Pumbaso
Corporation, a North Carolina corporation acid the surviving corporation does hereby submit the
following Articles of Merger as ft surviving oarporation in the merger of Carroll's Realty, Inc.,
a North Carolina corporation with and into Smithfield Parchasn Corporation:
I. 7bo name of the surviving corpomflan is Smithfield Purchase Corporation, a corporation
orgattizcd under the laws of the State of North Carolina.
2. The address of the surviving entity is;
28n Highway 24 West
Warsaw, NC 28399
3. The nanto of the merged "oration is Carroll's Realty, Inc., a eaVoration organic
under the laws of the State ofNorth Carolina.
4. Attached is a copy of she plait of Merger that was duly approved in the manner prescribod
bylaw by each of the eorpotations participating in the merger.
5. The smviving corporation a North Carolina carporatiom. Shareholder approval was
required for the merger, and the plan of merger was approved by the unanimous coament
of the Board of Directors anti shareholders in accordance with Chapter 55 of the North
Carolina General Statutes.
6. no merged entity is a North Carolina corporapon. Shareholder approval was acquired
for the merger, and the plan of merger was approved by the unanimous consent of the
Board ofMrcctors and shareholders in accordance with Chapter 55 of the North Carolina
Gems] Statutes,
7. These articles will be effective upon filing.
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' APR-28-02 PION 10105 ACE SIKFD FOODS -CORPORATE FAX NO, 75738530I7 P. 07
Ws the 29dt day of ApflL 2002.
SMMMEM PURCHASE CORPORAT EDN.
a North Carolina corporation
Hy'
Daniel G. Stwma
tle; Vice President
2
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'APR-29-02 KOH 10:04 M S11FD FOODS -CORPORATE FAX NO. 7673653017 F. 02
AGREENAM OF MRROER
OF
CARROLL'S REALTY, INC
WITH AND INTO
SMITHFERLD PURCHASE CORPORATION
ibis Agreement of Merger dated as of April 29, 2002 between Smithfield Purr -base
Corporation, a North Carolina corporation (the "Surviving Corporation'"), and Carroll's Realty,
Inc., a North Carolina corporation (the "Merging Corporation', hereby agree to merge pursuant
to the Plan of Merger hereinafter set forth,
L The fallowing Plan of Merger was duly (a) adopted by the directors and approved
by the: sharel"dexa of the Surviving Corporation and (b) adopted by the directors and approved
by the shareholders of the Merging Corporation in the manner prescribed by Section 55.11-03 of
the North Carolina General Statutes.
PLAN OF IV=GER
OF
CARROLL'S REALTY, WC
WITH AND INFO
SMiTHMD PURCHASE CORPORATION
(� A. Merger,
The merger of Carroll`s Realty, hie., a North Carolina corporation (the "Merging
Corporation'l with and into SraitUeld Purchase Corporation (the "Surviving Corporation'), will
be effected pursuant to the terms and conditions of this Plan. Murphy Brawn LLC, a Delaware
limited liability company ("Murphy -Brown" j 3s the sok stock holder of each of the Merging
Corporation and the Surviving Corporation. After the merger, the Surviving Corporation will
have the narue "Smiti &W Purchase Corporadon." "lire time when the rnarger becomes offtaiw
is hereinafter referred to as the'Tffective Tune." At tare Effective Time, the corporate existcaco
of the Merging Corporation will cease and tide corporate existetaoe of the Surviving Corporation
Will continue.
W Conversion and ExcImSe of Shares.
At the Effective Time, the outstanding shares of the corporation participating in the
merger will be as follows:
I. SRDIX rerr. t;orpuratioah. Since all the stock in the Merging Corporation and all the
stock in the Surviving Corporation are owned by Murphy Brown, the Interests in the Surviving
Corporation shall, by virtue: of the merger and without any action on the part of the holder
thereof, automatically represent the combined and merged equity interests of the Surviving
Corporation and the Merging Corporation.
2, o do , Each share of common stack of the Merging Corporation
outstrurding immediately prior to the Effective Time shall, by virtue of die merger and without
1
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'APR-29-U2 MON 10:05 AN Si4FU FOODS -CORPORATE FAX NO, 7573853017 F. 03
. 1
any action on the part of the holder thereof, automatically he cancoled and cease to exist at surd
after the Effeedve Time and no consideration shall be paid with respect thereto.
3. SUMMder and OUNdIft of Shan 'ilea Each holder of a certificate
representing shares to be converted, ettchmtged or cancelled in the merger will smTender such
certificate at or prior to the Effective Time. At the Effective Time, such certificate shall he
marked cancelled and placed in the books and records of the Merging Corporation and titc
Surviving Corporatiom
C, Charter Documents, Directors and OjIte s.
At the Ef kdve Time,
I. The By --laws of rite Surviving Corporation, as in effect immediately prior to the
Effective Time. Shall be the By-laws of the Surviving Corporation.
2, The directors of the SuMving Corporation immediately prior to the Efl'ectivo
Time ahall be the directors of tite Surviving Corporation and shall hold office until their
kr Wchve nwccssors are duly elected and granted, or their earlier math, resignation or removal.
The directors of the Mer&g Corporation immediately prior to the Effective Time shall be
discharged as of the Effective Thee.
3. The offiicem of tiro Surviving Corporation itonnediately prior to the Btfectivo lime.
shall be the initial officers of the Surviving CorporWon and shall hold office until their
respective successors are duly elected and qualified, or their corker death, resignation or
removal.
il. T?to marger shall become effective immediately upon Hung of Articles of Morger with
the North Carolina Secretary of State,
M. Other Rdafed Mailers
1. A copy of this do=neat is on file at the following address of the Surviving
Corporation:
Smithfield Purchase Corporation
2822 Highway 24 west
Warsaw, North Carolina 28398
2, A copy of this Agm men% the Flan of Meager and the Articles of Morgor will bo
provided by the- Smviving Carporafioa upon request, without coat, to any person holding an
interest in the Merging Corporation or in the Surviving Corporation.
I
2
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M-20-02 MOM 10-'05 AM SNFD FOODS-CMFQAATE
This the 291h day of April, 2002.
FAX NO. 7573653017 F. 04
SURVIVING CORPORATION:
5 �� PURCHASE CORPORA71ON
Na Daniel 0. SWvens
Title. Vice President
3
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' , ,' ' hPR-29-02 MON 10.05 AM SWD FADS --CORPORATE FAX NO, 7573663017 P. 05
This the 29th day of April. 2002,
MERGING CORPORATION:
CARROLL'S REALTY, INC.
Name Daniel O. Stevens
'tlt: Vic ftSidetst
,
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N1Y-01-2001 15 -.56 Gi CURP SYSTEM FatE I N
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[late Filed: 81112020
01 3:00 PM
ARMCLES OF BMGER Elaine F. Marshall
OP North Carolina Secretary of Stake
CAnOLL'S iri3OM ING
MR AND D=
CA$"LL'S ROODS UC
PURSUANT TO SECTION 55-12-10(d) DR' no
NORTH CAROLINABUSIIN O CORPOPATIDIq,ACT
(Crass-eaft Mers4')
P=UM to Noxth Cazofitta tmmW S nme Seotiotes 55-11.10(d), Carmll's moods LLC, a
Delaw= limited Kabiii y company and rite sttMving entity does hereby submit tins followWg
Ar&An of Masgsar as the earvtvmg business entity k the wMa of [Oparatiug Cmporatom with
and into [Newb+Pontaed Bantyl:
1. The flame of tits savivi,tg entity is Caaolrs Foods LLC, a 11 a led liability company,
mWeind under the laws of the State ofDelaware.
2. The adds m of the surviving aunty is:
=2 l40way 24 Want
Warsaw, NO 28M
�upEih Coun%y�
3_ The n me of the merged moty h Cwoli's Foods, Inc., a eorporatOn organized under the
laws of the SbaW of North Carolina-
' 4. Attached is a copy of to Plan of Maw brat was d* approved by the merging entity in
Owm=ar rowed by lave_
5_ The fvrvl ing entity 38 a fotUP limited li Wlb company and the steeper was appnrnd
in accorda= with tits laws piths state governing the waanization and internal am** of
the foredgn May.
G. The merged eottRY is a Nortis CWWim ccuporafi= M reboidear agkoval was required
&sr Ow meter, Ltd the Alen, of utetger was appwwad by the unanimous consent of tie
Hoard of Mftt rs and d elolders in I=ordancc with Chapter 55 of dw North
Carolina C"=ral Stag.
7. The meriM is Itermttied by tiw 14w of the gate governing rite organs2xtion and internal
affairs of oa& nxremg buriness entity.
S. Ench business et kty that is a party to the merger hu eotapHW o]r shalt comply with the
sw1kable laws of the state or county gav its orgauingon and internal ar'faiss.
9. Zfft swn Mng bttsiaws entity is not au&otixed to ttmxwt bnsiness or conduct aifx ixg in
tide Stare.It bereby agrea that it will flk whh Ste Secretary of state a stawinuntt of arty
sttbsetlurstt dtantge, in iu mailing address,
10. These a IWO WM bs etlbodve OPOA f ttg.

03/6>:OE 09:55 FAX [phone] AICGUIRE WOODS
�. 0027
211219094
ARTICLES OF MERGER
OF
CARROU'S FOODS, INC.
WrM An MO
CARRODL'S FOODS LLC
PURSUANT TO SECTION 5i-11.10(d) OF THE
NORTH CAROLINA BUSINESS CORPORATION ACT
(Cross -entity Merger)
Porsuantto North Carolina Cal Stake Sections 55-11-10(d), CarrolTs. Foods LLC, a
Delaware limited liability company and the surviving entity does hereby subunit the fopatving
Articles of Merger as &e: survirrW busyness entity iu the merger of [Operating Corporation with
and left [Newly Formed Entity}: '
1. The name of the surviving entity is Car WVs Foods LLC, a limited liability company,
axg hxd under the laws of the State of Delaware.
2. The address of the surviving entity is:
2622 Highway 24 West
PO Drawer 858
Warsaw. NC 28398
3. The Herne of the merged entity is Carroll's Foods, Inc., a corporation organized under the
iawws, of the State orfNorth Carolina..
4. Amac d is a copy of tho Plan of Meager that was duly approved by the merging entity in
the manner required by law.
5. The surviving entity is a foreign limited liability company and the merger was approved
in accordance with the laws of the swe governing the organization, and internal affairs of
the fortign entity.
S. The merged entity is a North Carolina corporation, Shareholder approval was required
for the merger, and the plan of merger was approved by the unanimous consent of the
Board of Diremrs and shareholders in accordance with Cbapter 55 of the North
Carolina General Statutes.
7. The merger is permitted by the law of the state governing the organization and intemel
affairs of each merging business entity.
S. Eacb business entity that is a party to the merger has campHed or small comply with the
applicable laws of the state or eauatry governing its won and intemal affairs.
9. These articks will be effective upon filing
1

a3�a1�a1 09:33 PAX 7043733935
�cctrrlt� woons �jazs
This the 1st day of May, 2001.
i�
2
CARROLL'S FOODS Y LC
By: Mutphy-Brown LLC, sole member and
magager
_ (30
or

05: qt: Di U9;35 FAX 703373M5 XCGUIRE VrooDs
AGRIEENWT OF MERGER
OF
CARROLL'S FOODS, INC.
WITH AND INTO
CARROLL'S FOODS LLC
PURSUANT TO SECTION 1$ 209 OIL THE
DELAWARE L11411M LLUMUE.fY COWANY ACT
This Agreement of Merger dared as of April 30, 2001 between Coxroll's Foods LLC, a
Delaware limited liability company (the "Surviving Entity'' , and Carroll's Foods, he., a North
Carolina corporation (the "Merging Corporation") and a wholly -owned subsidiary of Murphy -
Brown LLC. hereby agree to merge pursuant to the Plan of Merger hereinafter set forth.
I. The fvllowittg Plan of Merger was duly adopted by the sole Member and the
Manager of tine Surviving Entity an April 30, 2001 and (b) by ananbuous written consent of the
directors and the sole stockholder of the Merging Corporation. on April 30. 2001, in the manner
prescribed by Section 19-209 of site Delaware Limited Liability Company Act
PLAN OF MERGER
OF
CARROLLS FOODS, INC.
WnH AND INTO
CARROLL.'S FOODS LLC
A. Merger.
The merger of Carroll'& Foods, Inc,, a North Carolina corporation (the "Merging
Carpozatiort") and a wholly -owned subsidiary of Murphy Brown, LLC, a Delaware limited
liability company {"Muuphy Browd), with and into Carroll's Foods LLC, a DelavrAm linifted
liability eompmw (the "Surviving Entity"), will be effected pursuant to ffic terms and conditions
of this Plan. After the merger, the Surviving Entity will have the name "Carroll's Foods LLC."
The time when the merger becomes effective is hereinafter referred to es the uEfi'ertive'rune."
At the Effective Time, the corporate existence of the Merging Corporation will cease and the
limited liability company existence of the Surviving Entity will cams=,&
g. Com+eMion and Exclmge of Shares and Membership rnterestr.
At the Bffeetive Time, the outstanding shares of the corporation participating in the
merger and the interests of the limited liability company participating in the merger will be as
follows:
1• Eno . Siuce all the stack in the Merging Corporstian and all the
interests it the Surviving Entity are owned by Murphy -Brown, the interests in the surviving
Entity shall, by virfite of the merger and without any action on The part of the holder thereof
automatloaliY represent the combined and merged equity interests of the Surviving Entity and the
Merging Corporation.

08:56 PAZ 70437"935 MCGUIRE WOODS
i
2. Merjgs Coraat�atinn. Fatah share of common stock of the Merges Corporation
oatstauding immediately prior to the Pffactive Time stroll, by virtue of the merger and without
any action on the part of the holder thereof; automatically be canceled and cease to exist at and
after the Effective Time and no consideration shall be paid with respect thereto.
3. der and an Ia 'on of S—b= Ce ' cafes. Each holder of a certificate
representing shares to be converted, exchanged or cancelled in the merger will st =der such
certificate at or prior to the Effective Time. At the Effective Time, such cerdficata shall be
marked cancelled and planed in the books and records of the Merging Corporation and the
Surviving Fatthy.
C. Orarter Dooumenu, Airactors and Offlrvrs.
At the Effective Tune:
l • The Operating Agreement of the Surviving Entity, as in effect immediately prior
to the Efferdve Time, Shall be the Operatfng Agreement ofthe Surviving Entity and the Manager
(as defined in the Operating Agreement) shall be the Manager of the Surviving Entity.
2. The directors of the Merging Corporation immediately prior to the Effective Time
shall be discharged as of the Effective Time.
I The officers of the Surviving Entity immediately prior to the Effective Time shall
be the initial officers of the Surviving Entity and shall hold office uiatii their respective
successors are duly elected and qualified, or their earlier death, resignation or removal as
provided in the Operating Agreement of the Surviving Entity.
IL The merger shall become effective irnraediatcly upon filing of these Articles with the
Delaware Secretary of State.
lil. Qther Related hfaters
1• A Copy of this document is art file at the following address of the Surviving
-Entity:
Carmlrs Foods LLC
2822 highway 24 West.
` P.O. DTaw'er 856
Warsaw, North Carolina 28398
2. A copy ofthis Agreement, Plan, Articles and Certificate will be provided by the
Survi'viag Entity upon request, without cost, to any person holding an interest in the Merging
Corparadott or !a the SurvivMg Entity.
[Signatures appear on tha following page)
cumlrtFOG& MUM "Mw
2

� o$rDl•Ol 09;58 pA.i 70{37Z88J5
mccuIn wooDs
This the 1st day of May, 2001,
SURVIVING ENTn Y:
CARROLLW FOODS LLC
By: vita ►h-Brown LLC, its Massager
Nam H dwyQ
Tit
C&Mlra TGO" MQW AVcmm 3
WOOL

04,01--ol 14:40 FAX [phone] McGUIRE WOODS Igoos
MERGING CORPORATION:
CARROLI:S FOODS, INC.
By,
?r=-g w4vet
Title. -Sq"AW'
camu"t FOG& Maw Aff"ftum
4

WRITTEN CONSENT OF PARTNERS
CARROLUS REALTY PARTNERSHIP
0ctobe> 71999
The undersigned, being the general partners of the Partnership listed above, do
hereby consent to and adopt the following resolutions;
WHEREAS, there has been submitted to the Partners of each the Partnership
listed above (the "Partnership") a draft of the form of Note Purchase Agreement dated as
of Octoberel999 (together with all exhibits, annexes and schedules thereto, the "Note
Purchase Agreement") to be entered into by and between Smithfield Foods, Inc.
("Smithfield Foods") and each of the purchasers listed on Annex 1 thereto (together with
any affiliate thereof, the "Purchasers"), pursuant to which the Purchasers will purchase
from Southfield Foods:
(a) $100,000,000 in aggregate principal amount of its
(—_°1o) Series I Senior Secured Notes Due October 1, 2009 (as they may be amended,
restated or otherwise modified from time to time, the "Series I Notes");
(b) $50,000,000 in aggregate principal amount of its Variable Rate Series J
Senior Secured Notes Due October 1, 2009 (as they may be amended, restated or
otherwise modified from time to time, the "Series J Notes");
(c) $50,000,000 in aggregate principal amount of its
percent (^_°/a) Series K Senior Secured Notes Due October 1, 2009 (as they may be
amended, restated or otherwise modified from time to time, the "Series K Notes");
(d) $25,000,000 in aggregate principal amount of its LIBOR Rate Series L
Senior Secured Notes Due October 1, 2009 (as they may be amended, restated or
otherwise modified from time to time, the "Series L Notes");
The Series I Notes, the Series J Notes, the Series K Notes, and the Series L Notes are
herein referred to, individually, as a "Note," and collectively, as the "Notes."
SALT SA33SAiri iirLhilencn�� Pann'.Rasotuvansslt'rit[ep Content orPuinerr-Camllt ReMy P=%nerA4.d0c

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WHEREAS, as a condition to the issuance and We by Smithfield Foods of the
Notes, the Partnership must execute the Guarantee and any other loan documents that
may be necessary;
WHEREAS, terms used in these preambles and resolutions and not herein
defted shall have the respective meanings ascribed to them in the Note Purchase
Agreement;
WHEREAS, the Partners have reviewed in detail and discussed the terms and
provisions of the Guarantor Documents;
WHEREAS, on the basis of its review of the Guarantor Documents and of the
principal terms and provisions of the transactions provided for therein, the Partners deem
it advisable and in the best interests of the Partnership that the transactions provided in
the Guarantor Documents be consummated substantially in accordance with the
provisions of the Guarantor Documents,
NOW 'THEREFORE, BE IT RESOLVED, that the form of, and each of the
terms and provisions contained in, the Guarantor Documents are hereby authorized and
approved in each and every respect; and each and every transaction effected or to be
effected pursuant to and substantially in accordance with the terms of the Guarantor
Documents, including, but not limited to, each specific transaction that is described,
If authorized and approved in these resolutions, is hereby authorized and approved in each
and every respect;
RESOLVED, that the Partnership enter into the Guarantor Documents, and that
each of the Partners in the Partnership (each a "Partner") is hereby severally authorized to
execute and deliver, in the name and on behalf of the Partnership, the Guarantor
Documents, each substantially in the form thereof presented to the Partner and heretofore
approved, with such changes therein as shall be approved by the Partner executing and
delivering the same, such approval to be evidenced conclusively by such execution and
delivery;
RESOLVED, that the Partners hereby authorize each of the Partners, severally, to
execute and deliver for and on behalf of the Partnership any certificates required by the
Guarantor Documents;
RESOLVED, that the Partners hereby authorize each of the Partners, severally, to
execute and deliver for and on behalf of the Partnership, any amendments to any other
agreements to which the Partnership is a party which may be necessary or prudent to
permit the Partnership to enter into the Guarantor Documents;
RESOLVED, that the Partners and any person or persons designated and
authorized so to act by any Partner are hereby each severally authorized to do and
11CLTti9953L5k417HFID1HancockFami% iesolutionsiWrnten COMM of Padners-CmA's Realty Partnership.doc

59
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perform or cause to be done and performed, in the name and on behalf of the Partnership,
all other acts, to pay or cause to be paid, on behalf of the Partnership, all related costs and
expenses and to execute and deliver or cause to be executed and delivered such other
notices, requests, demands, directions, consents, approvals, orders, applications,
agreements, instruments, certificates, undertakings, supplements, amendments, further
assurances or other communications of any kind, under the seal of the Partnership or
otherwise and in the name of and on behalf of the Partnership or otherwise, as he, she or
they may deem necessary, advisable or appropriate to effect the intent of the foregoing
Resolutions or to comply with the requirements of the instruments approved and
authorized by the foregoing Resolutions, including, but not limited to, the Guarantor
Documents;
RESOLVED, that any acts of any Partner of the Partnership and of any person or
persons designated and authorized to act by any Partner of the Partnership, which acts
would have been authorized by the foregoing Resolutions except that such acts were
taken prior to the adoption of such Resolutions, are hereby severally ratified, confirmed,
approved and adopted as the acts of the Partnership; and
RESOLVED, that each of the Partners in the Partnership is hereby severally
authorized and empowered to certify to. the passage of tine foregoing Resolutions under
theseal of the Partnership or otherwise.
(Signature Page to Follow)
11CL7 tiR953"LSiiITHF%A�EisneodcFarmix�olutianslVl'ritten Consent ofP&TWers-Camll's Realty Putnwship.doc

IN WITNESS WHEREOF, the undersigned has executed this written consent as
of Octobera 1999. .
CARROLVS FOODS OF MRGMIA, INC.
By:
G. Larry
Treasurer
CARROLL'S REALTY, INC.
By. C. Larry e
Treasurer
%kCLTo$953L5MTrHFLD1Hancad;Farm%asoMonsl�htrltten Consent of Yartners.Casroil's Reahy Padnesship,doc

x
CarroU's Realty Partnership
Partnees Certificate
I, C. Larry Pope, hereby certify that I am the Treasurer of Carroll's Foods of Virginia,
Inc. and Carroll's Realty, Inc., General Partners in Carroffs Realty Partnership; a Virginia
General Partnership (the "Guarantor") and that, as such,_I have access to its General Partnership
records and am familiar with the matters herein certified, and I am authorized to execute and
deliver this certificate in the name and on behalf of the Guarantor, and that:
1. This certificate is being delivered pursuant to Section 3.3 of the separate Note
Purchase Agreements (collectively, the "Note Purchase Agreement"), each dated as of October
aIT1999, between S'mithfield Foods, Inc. and each of the purchasers listed on Annex l thereto.
The terms used in this certificate and not defined herein have the respective meanings specified
in the Note Purchase Agreement,
2. The warranties and representations contained in the Joint and Several Guaranty i
are true in all material respects on the date hereof with the same effect as though made on and as
of the date hereof.
`,- 3. The Guarantor has performed and complied with all agreements and conditions
contained in the Joint and Several Guaranty and the other Financing Documents that are required
to be performed or complied with by the Guarantor on or prior to the date hereof and such
performance remains in effect on the date hereof.
i
(Signature Page to Follow)
k%CLM9531.SMITHFLD\IimcookFarmlQ rietesCcrliifi edeWiaoll'sReallyPubtersNp.doc
N

IN WITNESS WHEREOF, I have executed this certificate in the name and on behalf of
the Guarantor on October 1994.
CARROLL'S FOODS OF VIRGEVIA, INC. '
GENERAL PARTNER
C. Larry PO , asurer ;
CARROLL'S REALTY, INC,
GENERAL PARTNER
C. Larry P , -treasurer
UGLT19953%mrrHi wkHanoovkFum%Officees Cer if[Mae Canolrs Really Pwhmrs ipAoo
►ti
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CERTIFICATE OF PARTNERS
' GARR LL,'S REAL PAR RSHIP
Reference is made to the Note Purchase Agreement dated as of Octoberp 1999
(the "Note Purchase Agreement'), among Smithfield Foods, Inc., the Guarantors named therein
and the fenders named therein. Terms defined in the Note Purchase Agreement are used herein
with the meanings assigned therein. This certificate is being delivered pursuant to Section 3.3 of
the Note Purchase Agreement.,
I, h ichael H. Cole, Secretary of Carroll's Realty, Inc. and Secretary of Carroll's
Foods of y rginia, Inc., current General Partners in Carroll's Realty Partnership (the
"Partnership') DO HEREBY CERTIFY that:
(a) . annexed hereto as Exhibit A is a true and correct copy of the Partnership
Agreement of the Partnership as in effect on December 15, 1992 and at all times thereafter
through the date hereof;
(b) no proceedings have been instituted or are pending or contemplated with
respect to the dissolution, liquidation or sale of all or substantially all the assets of the
Partnership or threatening its existence or the forfeiture of any of its partnership rights;
(c) annexed hereto as Exhibit B is a true and correct copy of the Unanimous
Written Consent of the Board of Directors of Carroll's Realty, Inc -and Carroll's Foods of
'- Virginia, Inc., current General Partners in the Partnership, dated as of October'a,'1999, adopting
resolutions which are the only resolutions adopted by the General Partners or any committee
thereof relating to the Note Purchase Agreement and have not been revolved, amended,
supplemented or modified and are in full force and effect on the date hereof; and
(d) each of the persons named below is and has been at all tunes since
September 2, 1999 a duly elected and qualified officer of Carrolrs Realty, Inc. and Carroll's
Foods of Virgnia, Inc, as current General Partners in -the Partnership, holding the respective
office set forth opposite his or her name and the signature set forth opposite the name of each
such person is his or her genuine signature:
0
(Signature Page to Follow)
11CL'#189531SMrrHFLi3lHsncockFarmLSecret2ry'S Certificates 10-99LCarroll's Realty FrAmrship,4m

r)
Name
Michael H. Cole
Secretary, CarrolI's Realty, Inc.
Secretary, Carroll's Foods of
Virginia, Inc.
General Partners
C. Larry Pope Treasurer, Carroll's Foods, Inc.
Treasurer, Carroll's Foods of
Virginia, Inc.
General Partners
Specimen Signature
IN WITNESS WHEREOF, I have hereunto signed my name this c day of
October, 1999.
Michael M Cole
Secretary, Carrolrs Realty, Inc.
Secretary, CarrolI's Foods of
Virginia, Inc.
General Partners
i, C. Larry Pope, Treasurer of Carroll's Realty, Inc. and Treasurer of Carroll's
Foods of Virginia, Inc., current General Partners in Carrot rs Realty Partnership (tile
'Partnership"), do hereby certify that Michael H. Cole has been duly elected, is duly qualified
and is the Secretary of Carroll's Realty, Inc. and Secretary of Carroll's Foos of Virginia, Inc.,
General Partners in the Partnership, that the signature set forth above is his genuine signature and
that he has held such office at all times since September 2, 1999.
IN WITNESS WBEREOF, I have hereunto signed my name thisday of
October, 1999.
G. Lai ope
Treasurer, Carroll's Realty, Inc.
Treasurer, Carroll's Foods of
Virginia, Inc.
General Partners
11CLM9531SMMFLD1HancoekFwm%SecretarA Cefliticates 109Mrjo11's Realty Parmmbip m

Delaware
2fie Yirst ,State
PAGE 1
I, JEFFREY W_ BULZOCK, SECRETARY OF STATE OF TEE STATE OF
DEZANARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF NERO", WHICH MERGES:
"BROW'S FARMS, ZZC", A DELAWARE LIM TED LIABILITY COBFANY,
"BROWN'S OF CAROLINA LLC", A DELAWARE LIMITED LIABILITY
COMPANY,
"CARROLL'S FOODS LLC", A DELANARE LIMITED LIABILITY COMPANY,
"CARROLL IS FOODS OF MX.TCO LLC", A DELANARE LIMITED
LIABILITY COAFANY,
"CARROLL'S FOODS OF VIRGINIA LLC", A DELAWARE LIMITED
LIABILITY COMPANY,
"CENTRAL PLAINS FARMS LZC", A DELAWARE LIMITED LIABILITY
COMPANY,
"CIRCLE FOUR FARMS, LLC", A NORTH CAROLINA LIMITED LIABILITY
COMPANY',
"CIRCLE FOUR LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"COLORADO BOAR STUD LLC", A DELAWARE LIMITED ZIABILITY
COMPANY,
"M-B FAR14LAND LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"MURPHY-BROWN HOLDINGS LLC", A DELAWARE LIMITED LIABILITY
3362999 8100M
090422332
IOU any aef thta oesti7rcr! onisae
at cosg.delaxare.gov/authver.aht®3
�K�rsac��
Jeffrey W. Bullock Secretary of5tate
AUTHEN TION: 7283607
DATE: 05-05-09

Delaware P... ,
qhe First ,state
COMPANY,
"MURPHY FARMS LZC", A DELAWARE LIMITED LIABILITY COMPANY,
"NPD (USA) TEXAS LLC", A DEJ0E4 E LIMITED LIABILITY COMPANY,
"PRESTAGE-STOECKER FARMS, LLC", A DELAWARE LIMITED LIABILITY
COMPANY,
"QUARTER M FARMS LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"RGB FARMS, LLC", A NORTR CAROLINA ,LIMITED LIABILITY
COMPANY,
WITH AND INTO "MURPHY-BROWN LLC" UNDER THE NAME OF
"MURPAY-BROWN LLC", A LIMITED LIABILITY COMPANY ORGANIZED AND
EXISTING UNDER TAE LAWS OF THE STATE OF DELAWARE, AS RECEIVED
AND FILED IN THIS OFFICE THE FIRST DAY OF ZMY, A. D. 2009, AT
6:49 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY WHAT THE EFFECTXVE DATE OF
TSE AFORESAID CERTIFICATE OF hERGER IS THE THIRD DAY OF WAY,
A.D. 2009, AT 1I:59 O'CLOCK P.M.
3362999 8100M
090422332
Yap map verify this certificate oru..
at coxp.daiavare.gov/auhhvwr.shbni
Jeffrey W. Bullock, 5ecrefary of5tate
AUTHEN TION: 7283607
DATE: 05--05-09

State of Delaware
SQW&taX7 of State
Divisfon o rpora"
Ddalvered 06.49 FAf 0510112009
FILW 06.49 FM 0510112009
SRV 090422332 - 3362999 FILE
CLRTIMCATE OF NMOER
u 1tlA j
BROWN'S FARMS, LLC
BROWN'S OF CAROLiNA LLC
CARROLL'S FOODS LLC
CARROLL'S FOODS OFMEMCO LLC
CARROLL'S FOODS OF VIROINIA LLC
CENTRAL PLAINS FARMS LLC
CIRCLE FOUR LLC
CIRCLE FOUR FARMS, LLC
COLORADO BOAR STUD LLC
M-B FARMLAND LLC
MURPHY-BROWN HOLDINGS LLC
MURPHHY FARMS LLC
NPD (USA) TERM LLC
PRFSTAGE-STOECICBR FARMS, LLC
QUARTER M FARMS LLC
RGB FARMS, LLC
W11H AND INTO
MURPHY BROWN LLC
Pu mant to Section 1$ 209 of the Delaware Limited Liability Company Act (the
"DLLCA'j the undersigned limited liability company executed the following Certificate
of Meager:
FIRST, The names and states of incorporation of the constituent entities are as
follows:
Auge
state
Brown's Fame, LLC
Delaware
Brown's of Carolina LLC
Delaware
C armll's Foods LLC
Delaware
Carroll's Foods of Mexico
Delaware
LLC
CarrolFs Foods of Virginia
Delaware
LLC
Central Plains Farms LLC
Delaware
Circle Four LLC
Delaware
Circle Four Fams, LLC
North Carolina
Colorado Boar ftW LLC
Delaware
M-B Farmland LLC
Delaware

Murphy -Brown LLC
Delaware
Murphy -Brown Holdings
Delaware
LLC
Murphy Farms LLC
Delaware
NPD (USA) Texas LLC
Delaware
Presstage-Stoodwr F'a=l
Delaware
LLC
Quarter M Fm= LLC
Delaware
ROB Farms, LLC
North Caroltna
SEWND: The name of the surviving entity is Murphy -Brown LLC, a Delaware
Limited liability company (the "Surviving Company).
ITJIRD: The Agreement and Plan of Merger has been approved, adopte[l,
camified, w=uted and acknowledged by the constituent entities.
FOURTH The merger is to become effective as of 11:59PM Eastern Standard
Time on May 3, 200%
FIFTH: The Agreement and Plan of Merger is on file at 200 Commerce Street,
Smithfield, Virginia, which is a place of business and mailing address of the Surviving
Company -
SIXTH: A copy of tt Agreemal and Plan of Merger will be furnished by the
Surviving Company an request, without cost, to any member of any constituent limited
liability company or awckholder of any constituerit corporation.
[Remainder Intentionally Left Blank]
2

IN MWESS WHEREOF, the Surviving Company has caused this certificate to
he signed by an authorized person, as of this la day of May, 2009.
Mil'RPHY-BROWN LLC
Icy:
Craig A . Dixon, u orized Pmwn

9/2/2011
NUTRIENT UTILIZATION PLAN
Owner(s):
Murphy -Brown, LLC
Facility Name:
Laurinburg Truck Wash; Fac. No.: 00301 go
County:
Scotland
Facility Type:
Truckwash
Storage Structure:
Anaerobic Lagoon
Storage Period:
96
Application Method:
Irrigation
The wastewater from your facility must be land applied at a specified rate to prevent pollution
of surface water and/or groundwater. The plant nutrients in the wastewater should be used to
reduce the amount of commercial fertilizer required for the crops in the fields where the waste
water is to be applied.
This nutrient utilization plan uses nitrogen as the limiting nutrient. Wastewater should be
analyzed before each application cycle. Annual soil tests are strongly encouraged so that
all plant nutrients can be balanced for realistic yields of the crop to be grown.
Several factors are important in implementing your nutrient utilization plan in order to maximize
the fertilizer value of the wastewater and to ensure that it is applied in an environmentally safe
manner, These factors are to be used as guidance.
1. Always apply wastewater based on the needs of the crop to be grown and the
nutrient content of the wastewater. Do not apply more nitrogen than the crop can utilize.
2. Soil types are important as they have different infiltration rates, leaching potentials,
cation exchange capacities, and available water holding capacities.
3. Normally waste shall be applied to land eroding at less than 5 tons per acre per
year. Waste may be applied to land eroding at 5 or more tons per acre annually, but
less than 10 tons per acre per year providing that adequate filter strips are established.
4. Do not apply waste on saturated soils, when it is raining, or when the surface is frozen.
Either of these conditions may result in runoff to surface waters which is not allowed
under DWQ regulations.
5. Wind conditions should also be considered to avoid drift and downwind odor
problems.
6. To maximize the value of the nutrients for crop production and to reduce the potential
for pollution, the waste should be applied to a growing crop or applied not more than
30 days prior to planting a crop or forages breaking dormancy. Injecting the waste or
disking will conserve nutrients and reduce odor problems.
• t,

This plan is based on the wastewater application method shown above. If you choose to change
methods in the future, you need to revise this plan. Nutrient levels for different application
methods are not the same.
The estimated acres needed to apply the wastewater is based on typical nutrient content
for this type of facility. In some cases you may want to have plant analysis made, which could
allow additional wastewater to be applied. Provisions shall be made for the area receiving the
wastewater to be flexible so as to accommodate changing wastewater analysis content and crop
type. Lime must be applied to maintain pH in the optimum range for specific crop production.
AMOUNT OF PLANT AVAILABLE NITROGEN PRODUCED PER YEAR (lbs):
0.5086301 3713.00
Applying the above amount of wastewater is a big job. You should plan time and have appropriate
equipment to apply the wastewater in a timely manner.
LAND UTILIZATION SUMMARY
The following table describes the nutrient balance and land utilization rate for this facility
Note that the Nitrogen Balance for Crops indicates the ratio of the amount of nitrogen produced
on thls facility to the amount of nitrogen that the crops under irrigation may uptake and utilize
in the normal growing season.
Total Irrigated Acreage: 16.8
Total N Required 1st Year: 5444.5
Total N Required 2nd Year: 4964.3
Average Annual Nitrogen Requirement of Crops: 5,214.40
Total Nitrogen Produced by Facility: 3,713.00
Nitrogen Balance for Crops: (1,501.40)
The following table describes the specifications of the hydrants and fields that contain the crops
designated for utilization of the nitrogen produced on this facility. This chart describes the size,
soil characteristics, and uptake rate for each crop in the specified crop rotation schedule for this
facility.
2of8

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Thls plan does not include commercial fertilizer. The facility should produce adequate plant
available nitrogen to satisfy the requirements of the crops listed above.
The applicator is cautioned that P and K may be over applied while meeting the N requirements.
In the future, regulations may require these facilities to have a nutrient management plan that
addresses all nutrients. This plan only addresses nitrogen.
In interplanted fields ( i.e. small grain, etc, interseeded in bermuda), forage must be removed
through grazing, hay, and/or silage. Where grazing, plants should be grazed when they
reach a height of six to nine inches. Cattle should be removed when plants are grazed to a
height of four inches. In fields where small grain, etc, is to be removed for hay or silage, care
should be exercised not to let small grain reach maturity, especially late in the season (i.e.
April or May). Shading may result if small grain gets too high and this will definitely interfere
with stand of bermudagrass. This loss of stand will result in reduced yields and less nitrogen
being utilized. Rather than cutting small grain for hay or silage just before heading as is
the normal situation, you are encouraged to cut the small grain earlier. You may want to
consider harvesting hay or silage two to three times during the season, depending on the
time small grain Is planted in the fall.
The ideal time to interplant small grain, etc, is late September or early October. Drilling is
recommended over broadcasting. Bermudagrass should be grazed or cut to a height of
about two inches before drilling for best results.
CROP CODE LEGEND
Crop Code Crop
Lbs N utilized / unit yield
A Barley
1.6 Ibs N 1 bushel
B hybrid Bermudagrass - Grazed
50 Ibs N I ton
C Hybrid Bermudagrass - Hay
50 Ibs N / ton
D Com - Grain
1.25 Ibs N / bushel
E Com - Silage
12 Ibs N 1 ton
F Cotton
0.12 Ibs N 1 Ibs lint
G Fescue - Grazed
50 Ibs N / ton
H Fescue- Hay
50 Ibs N / ton
I Oats
1.3 lbs N / bushel
J Rye
2.4 Ibs N / bushel
K Small Grain - Grazed
50 Ibs N 1 acre
L Small Grain - Hay
50 Ibs N / acre
M Grain Sorghum
2.5 Ibs N / cwt
N Wheat
2.4 Ibs N 1 bushel
O Soybean
4.0 lbs N / bushel
P Pine Trees
40 Ibs N 1 acre / yr
Acres shown in the preceding table are considered to be the usable acres excluding
required buffers, filter strips along ditches, odd areas unable to be irrigated, and perimeter areas
not receiving full application rates due to equipment limitations. Actual total acres in the fields
listed may, and most likely will be, more than the acres shown in the tables.
See attached map showing the fields to be used for the utilization of this wastewater.
4of8

SLUDGEIGRIT APPLICATION:
The following table describes the Plant Available Nitrogen produced per year in the sludge/grit
Wastewater Produced
Amt Sludge/Grit
Sludge/Grit Analysis
Total
gal/yr
T/1000gal
IbsPAN/T
IbsPAN/yr
0
0
0
0.00
The nutrient utilization plan must contain provisions for periodic land application of sludge/grit at
agronomic rates. The sludgelgrit will be nutrient rich and will require precautionary measures to
prevent over application of nutrients or other elements. Your wastewater facility will produce
approximately 0 pounds of plant available nitrogen per year will in the lagoon
sludge/grit based on the rates of accumulation listed above.
If you remove the sludgelgrit every 5 years, you will have approximately 0 pounds of plant
available nitrogen to utilize. Assuming you apply this PAN to hybrid bermuda grass hayland at the
rate of 300 pounds of nitrogen per acre, you will need 0 acres of land. If you apply this PAN
to com at a rate of 125 pounds per acre, you will need 0 acres of land. Please note that
these are only estimates of the PAN produced and the land required to utilize that PAN. Actual values
may only be determined by sampling the sludge/grit for plant available nitrogen content prior to application
Actual utilization rates will vary with soil type, crop, and realistic yield expectations for the specific
application fields designated for sludgelgrit application at time of removal.
APPLICATION OF WASTE BY IRRIGATION:
The irrigation application rate should not exceed the intake rate of the soil at the time of irrigation
such that runoff or ponding occurs. This rate is limited by initial soil moisture content, soil
structure, self texture, water droplet size, and organic solids. The application amount should not
exceed the available water holding capacity of the soil at the time of irrigation nor should the
plant available nitrogen applied exceed the nitrogen needs of the crop.
If surface irrigation is the method of land application for this plan, it is the responsibility of the
producer and irrigation designer to ensure that an irrigation system is installed to properly
irrigate the acres shown in the preceding table. Failure to apply the recommended rates and
amounts of nitrogen shown in the tables may make this plan invalid.
`This is the maximum application amount allowed for the soil assuming the amount
of nitrogen allowed for the crop is not over applied. In many situations, the application
amount shown cannot be applied because of the nitrogen limitation. The maximum
application amount shown can be applied under optimum soil conditions.
Your facility is designed for Scotland of temporary storage and the temporary storage must
be removed on the average of once every 4 months. In no instance should the volume of the
wastewater stored in your structure be within the 25 year 24 hour storm storage or two feet of
freeboard except in the event of the 25 year 24 hour storm.
It is the responsibility of the producer and wastewater applicator to ensure that the application
equipment is operated properly to apply the correct rates to the acres shown in the tables. Failure
to apply the recommended rates and amounts of nitrogen shown In the tables may make this plan
invalid.
Call your technical specialist after you receive the wastewater analysis report for assistance in
determining the amount of wastewater per acre to apply to achieve the proper application amount
prior to applying the wastewater.
5 Of 8

Application Rate Guide
The following is provided as a guide for establishing application rates and amounts.
Soil
Application Rate
Application Amount
Tract
Hydrant
Type
Crop
irVhr
' inches
LBG
t
Norfolk
C
0.5
1
LBG
2
Norfolk
C
0.5
1
LBG
3A
McColl
p
0.65
1
LBG
3B
McColl
0
0.65
1
6of8

Additional Comments:
This plan revised due to a new GPS map of the fields and a change of pull 3
to solid sets now 3A & 3B).
Acres shown are wetted acres based on NGSU acreage determination
guidelines.
This plan also reflects the 50' property line setback agreement as recorded
in 2007 between Murphy -Brown, LLC and WPC Farms.
7of8

NUTRIENT UTILIZATION PLAN CERTIFICATION
Name of Facility:
Owner:
Manager:
OwnerlManager Agreement:
Laurinburg Truck Wash; Fac. No.. 0030190
Murphy -Brown, LLC
Ilwe understand and will follow and implement the specifications and the operation and
maintenance procedures established in the approved wastewater nutrient management
plan for the facility named above. I/we know that any expansion to the existing design capacity
of the wastewater treatment and/or storage system, or construction of new facilities, will require a
new nutrient management plan and a request for permit modification to be submitted to DWQ
before any modification of the facility begins.
11we understand that I must own or have access to equipment, primarily irrigation equipment,
to land apply the wastewater described in this nutrient management plan. This equipment
must be available at the appropriate pumping time such that no discharge occurs from the lagoon
in the event of a 25 year 24 hour storm. I also certify that the wastewater will be applied on the land
according to this plan at the appropriate times and at rates which produce no runoff.
This plan will be filed on site at the facility office and at the office of the local Soil and Water
Conservation District and will be available for review by NCDWQ upon request.
Name of Facility Owner: Mur h -Brown, LLC
Signature: •
Date
Name of Manager (if different from owner):
Signature:
Date
Name of Technical Specialist:
M. Kevin Weston
Affiliation:
Murphy -Brown, LLC.
Address:
_
2822 111 24 West, PO Drawer 856
Warsaw, NC 28398
Telephone:
[phone]
Signature: �1. '�� -- � 9� A,61/
- Dale"T
MW

[If[III I[ [III[Illlllll[I I��IIII I[IIIIII�II� IIIIIYII III
D90 10: 000505840002 TVDe: CRP
Recorded: 05/11/2007 at 04:09:17 Phi
Fee Aft: $17,00 Paqe 1 of 2
Scotland County. SIG
Debra H. Holcomb Register of Deeds
Filet! 2007-00001730
BK 1121 Pa107-108
NORTH CAROLINA
PROPERTY LINE SETBACK AGREEMENT
SCOTLAND COUNTY
WPC Farces hereby agrees to allow Murphy -Brown, LLC the right to continue to
irrigate there transfer truck wash water and effluent, maintaining a 50 ft. property line
setback buffer.
This property is located in Scotland County on State Road #1369 and being better
known as the Murphy -Brown Laurinburg Trailer Wash Facility.
If for any reason WPC decides not to continue with the 50 ft, setback agreement,
it agrees to give Murphy -Brown, LLC 90 days notice of such termination of this
agreement.
Date:
WPC Farms
By: Bill Carmichael

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