WQ0014868_Ownership Change_20180221

s
Barber, Jim
From: Barber, Jim
Sent: Friday, March 02, 2018 4:56 PM
To: Doby, Troy .
Cc: Thornburg, :Nathaniel; Allen, Trent; Honeycutt, Tony
Subject: FW: Name change Smithfield Tar Heel WQ0014868
Attachments: ,,i eview RequestVQ0014868-L"A residuals 503- exempt.p fI
r
Forgot the attachment.
Jim
Troy;
The Fayetteville Regional Office (FRO) doesn't have any comments at this time regarding the proposed name change for
Smithfield -Tar Heel plant. As noted on the bottom of the form, this permit will. be up for renewal in early 2019. From
conversations -that I've had recently with Roy Whitaker at EMA (Smithfield residuals contractor); EMA will be submitting
a permit modification in late summer or early fall to increase the dry tons and to add fields to permit WQ0014868 to
allow for the removal of solids from the 27 acre equalization basin at.the facility. When the permit.modification request
is submitted and review request sent to FRO, I'll provide comments and a full staff report then.
Thanks
Jim Barber
Environmental Engineer
NCDEQ-DWR-WQRO
Fayetteville Regional Office .
910-433-3340 voice
910-486-0707 fax
jim.barber(�ncdenr.gov
E-mail correspondence to and from this address may be subject to the North Carolina Public Records Law and
may be disclosed to third parties.
f Go Green! Print this email only when necessary. Thank you for helping NCDENR be environmentally responsible.
N

State of North Carolina
Department of Environmental Quality.
Division of Water Resources
WATER QUALITY REGIONAL OPERATIONS SECTION
�Division f ~� NON -DISCHARGE APPLICATION REVIEW REQUEST FORM
Di v s on o Water -Resources
REP
February 21, 2018 DEQ/DWR
To: FRO=WQROS Trent-Alien?/-Mark-Braritley--7. FEB 2 3 2018
From: Troy Doby, Water Quality Permitting.Section - Non -Discharge Permitting Unit
VWQROS
FAYMT VILLE REGIONAL OFFICF
Permit Number: WQ0014868 Permit Type:LLan plicatio of Residual Solids: (503 Exempt
Applicant: Smithfield Fresh Meats Corp. Project Type: Change of Ownership
Owner Type: Organization Owner in BIMS? Yes
Facility Name: Smithfield Fresh Meats Corp. RLAP Facility in BIMS? Yes
Signature Authority: Donovan Owens Title: General Manager
Address: PO Box 99, Tar Heel, NC 28392 . County: Bladen .
Fee Category: Non -Discharge Major Fee Amount: $0
Comments/Other Information: -
Attached, you will .find all information submitted in support of the above -referenced application for your review,
comment, and/or action. Within 45 calendar days, please take the following actions:
® Return this .form completed...
❑ Attach an Attachment B for Certification.
El
- Return a completed staff report.
Issue an Attachment B Certification.
When you receive this request form, please write your name and dates in the spaces below, make a copy of this sheet, and
return it to the appropriate Central -Office Water Quality Permitting Section contact person .listed above. . .
Date: 3 Z- 1 $
FORM: WQROSNDARR 09-15 Page 1 of 1

Water Resources
ENVIRONMENTAL QUALITY
February 21, 2018
DONOVAN OWENS — GENERAL MANAGER
SMITHFIELD FRESH MEATS CORP.
PO Box 99
TAR HEEL, NORTH CAROLINA 28392
Dear Mr. Owens:
ROY COOPER
Governor
MICHAEL S. REGAN
Secretary
LINDA CULPEPPER
Interim Director
Subject: Acknowledgement of
Application No. WQ0014868
Smithfield Fresh Meats Corp. RLAP
Residuals Management System
Bladen County
The Water Quality Permitting Section acknowledges receipt of your permit application and
supporting documentation received on February 21, 2018. Your application package has been assigned the
number listed above, and the primary reviewer is Troy Doby.
Central and Regional Office staff will perform a detailed review of the provided application, and
may contact you with a request for additional information. To ensure "maximum efficiency in processing
permit applications, the Division of Water Resources requests your assistance in providing a timely and
complete response to any additional information requests.
Please note that processing standard review permit applications may take as long as 60 to 90 days
after receipt of a complete application. If you have any questions, please contact
Troy Doby at [phone] or [e-mail].
Sincerely,
Nathaniel D. Thornburg, Supervisor
Division of Water Resources
cc:ay_etteyilleZZegio�rlal OfFce; Water Quality Regional Qperations Section
Permit File WQ0014868
1
Nothirlg Compares!-,
State of North Carolina I Environmental Quality I Water Resources I Water Quality Permitting I Non -Discharge Permitting
1617 Mail Service Center I Raleigh, North Carolina 27699-1617
919-807-6332

State of North Carolina
Department of Environmental Quality
Division of Water Resources
NON -DISCHARGE PERMIT OWNERSHIP/NAME CHANGE
£Division of Water Resources INSTRUCTIONS FOR FORM: NDPONC 06-16 & SUPPORTING DOCUMENTATION
This form is for ownership changes or name changes of a non -discharge "system permit. Please note that "Permittee"
references the existing permit holder, and that "Applicant" references the entity applying for the ownership/name change.
For more information, visit the Water Quality Permitting Section's Non Discharge Permitting Unit website
A. Non -Discharge Permit Ownership/Name Change (FORM: NDPONC 06-16) Application (All Applications):
❑ Submit an original completed and appropriately executed Non -Discharge Permit Ownership/Name Change (FORM: NDPONC
06-16) application:
❑ The Existing Permittee's Certification shall be signed in accordance with 15A NCAC 02T .0106(b). Per 15A NCAC 02T
.0106(c) an. alternate person may be designated as the signing official if a delegation letter is provided from a person who
meets the.criteria in 15A NCAC 02T .0106(b).
❑ The Applicant's Certification shall be signed in accordance with 15A NCAC 02T .0106(b).' Per 15A NCAC 02T .0106(c), an
alternate person may be designated as the signing. official if a delegation letter is provided from a person who meets the criteria
in 15A NCAC 02T .0106(b).
B. Exi ling Permit (All Applications):
[y�Submit a copy of the most recently issued permit.
C. Property Ownership Documentation (All Applications):'
Per 15A NCAC 02T .0504(f), 15A NCAC 02T .0604(e);.15A NCAC 02T .0704(f)', 15A NCAC 02T .08041) 15A NCAC 02T
.1004 d , 15A NCAC 02T .1104(d)(7), 15A NCAC 02T .1104(e)(5), I5A NCAC 02U .020I(e) or 15A NCAC 02U .0202(fl,
the Applicant shall demonstrate they are the owner of all p sp non -discharge system facilities:
Er Leg
documentation of ownership (i.e., GIS, deed article of incorporatior
(] Written notarized intent to purchase agreement signed y both parties with a plat or survey map, or
ofn❑ Written notarized lease.agreement that specifically, indicates the intended use of the property and has been signed by both
V— parties, as -well as a plat or survey map. Lease agreements shall -adhere to the requirements of 15A NCAC 02L .0107.
D. Certificate of Public Convenience and Necessity (All Applications where the Applicant is.a Privately -Owned Public Utility):
Per 15A NCAC 02T .0115(a)(1), provide one copy"of the .Certificate of Public Convenience and Necessity from the North
Carolina Utilities Commission demonstrating the Applicant is authorized to liold'the utility franchise for the area to be served
y the non -discharge system.
E. Operational Agreements (All Applications where the Applicant is a Home/Property Owners' Association or Developer of lots to
be sold):
Home/Property Owners' Associations
0 Per'15A NCAC 02T .0115(c), submit an original properly executed Operational Agreement (FORM:-HOA).
V) ❑ Per 15A NCAC 02T .0115(c), submit an original proposed or approved Articles,of Incorporation, Declarations and By-
laws.
Developers of lots to be sold
l"_ s > ❑ Per 15A NCAC 02T .0115(b), submit an original of the properly executed Operational Agreement (FORM: DEV).
F. Operation and Maintenance Agreement (A11�Applicatioris for Single -Family Wastewater Irrigation Systems):
Per 15A NCAC 02T .0604(h), submit'an original'of a notarized Operation and Maintenance Agreerrient (FORM SFRWWIS
O&M that has been signed and dated by all deeded property owners.
THE COMPLETED APPLICATION AND SUPPORTING DOCUMENTATION SHALL BE SUBMITTED TO:
'NORTH CAROLINA DEPARTMENT'OF ENVIRONMENTAL QUALII�G��v����RIDIN�
DIVISION.OF WATERRESOURCES. -
I WATER QUALITY PERMITTING SECTION FEB 2 2018
NON-DISCHARGEPERMITTING UNIT -
Non -Discharge
By U.S. Postal Service: By Courier/Special D&ftfting Unit
1617 MAIL SERVICE CENTER 512 N. SALISBURY ST.
RALEIGH, NORTH CAROLINA 27699-1617 RALEIGH, NORTH CAROLINA 27604
TELEPHONE NUMBER [phone] FAX NUMBER: (919)'807-6496
INSTRUCTIONS FOR FORM: NDPONC 06-16 & SUPPORTING DOCUMENTATION Page 1 of 1

1W State of North Carolina -
Department of Environmental Quality
,b. Division of Water Resources "
NON -DISCHARGE PERMIT OWNERSHILP/NAME CHANGE
Division of Water Resources FORM NDPONC 06-16
I. EXISTING PERMITTEE INFORMATION:
1. Permittee's name: Smithfield Farmland Corporation - Tar Heel Division
2. Signature authority's name: &le Narion .per 15A NCAC 02T .0106(b) Title: General Manager
3. Permittee's mailing address: PO Box 99
City: Tar Heel State: NC Zip: 28392-
4: 'Permittee's contact information: Phone, number: [phone] Email Address: [e-mail]
5. Demonstration of historical consideration for permit approval — 15A NCAC 02T .0120:
Has the Penmittee or any parent, subsidiary or other affiliate exhibited the following? _.
a. Has been convicted of environmental crimes under Federal law or G.S. 143-215.613? ❑ Yes or ® No
b. Has previously abandoned a wastewater treatment facility without properly closing that facility? ❑ Yes or ® No
c. Has unpaid civil penalty where all appeals have been abandoned or exhausted? ❑ Yes or ® No
d. Is non -compliant with an existing non -discharge permit, settlement agreement or order? ❑ Yes or No
e. Has unpaid annual fees in accordance with 15A NCAC 02T .0105(e)(2)? ❑ Yes or ® No
II. FACILITY INFORMATION:
1. Facility name: Smithfield Fresh Meats Coro.
2. Facility's physical address: 15855 Hi hway 87 West
City: Tar Heel State: NC Zip: 28392- County: Bladen
III. PERMIT INFORMATION: /-to
1. Existing permit number: WQ00"89T and most recent issuance date- July 22, 2014
2. Existing permit type: Land Application of Residual Solids (503 Exempt)
3. Reason for the permit application: Change of Ownership
4. Has the facility been constructed? ® Yes or ❑ No
IV. APPLICANT INFORMATION:
1. Applicant's name: Smithfield Fresh Meats Co
PECEIVEQlNCDE
FEB 2 12018
Non -Discharge
Permitting Unit
2. Signature authority's name: Donovan Owens per 15A NCAC 02T .0106(b) Title: General Manager
3. Applicant's mailing address: PO Box 99
City: Tar Heel State: NC Zip: 28392-
4. Applicant's contact information: Phone number: 9l0) 862-7675 Email Address: [e-mail]
5. Demonstration of historicalconsideration for,permit approval — 15A NCAC 02T .0120:
Has the Applicant or any parent, subsidiary or other affiliate exhibited the following?
a. Has been convicted of environmental crimes under Federal law or G.S. 143-215.613? ❑ Yes or ® No
b. Has previously abandoned a wastewater treatment facility without properly closing that facility? ❑ Yes or ® No
C. . Has unpaid civil penalty where all appeals have been abandoned or exhausted? ❑ Yes or ® No
d:. Is -non -compliant with an existing non -discharge permit, settlement agreement or order? ❑ Yes or ® No
e. Has unpaid annual fees in accordance with 15A NCAC 02T .0105(e)(2)? ❑ Yes or ® No
FORM: NDPONC 06-16 Page 1 of 2

Existing Permittee's Certification per 15A NCAC 02T .0106(b):
t Ge 066 2AL- PAO C&e f�, attest that this application for
(Signature Authority's name & title from Application Item 1.2.)
cc) (-eo i wp �-1(Ee-
(Facility name from Application Item H.1.)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that prior to reissuance. of the permit
into the Applicant's name, any discharge of wastewater from this non -discharge system to surface waters or the land will result in an
enforcement action that may include civil penalties, injunctive relief, and/or criminal prosecution. I will make no claim against the.
Division of Water Resources should a condition of the existing permit be violated. I also understand that if all required parts of this
application package are not completed and that if all required supporting information and attachments are not included, this application
package will be returned as incomplete. I further certify that the existing Permittee or any affiliate has riot been convicted of an
environmental crime, has not abandoned a wastewater facility without proper closure, does not have an outstanding civil penalty where
all appeals have been exhausted or abandoned, are compliant with any active compliance schedule, and do not have any overdue annual
fees per 15A NCAC 02T .0105(e).
NOTE — In accordance with General Statutes 143-215.6A and 143-215.6B, any person who knowingly makes any false statement;
representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed $10,000 as well as civil penalties up to $25,000 per violation. �
Signature: Date: 2 co
Applicant's Certification per 15A NCAC 02T .0106(b):
I, T—x) t,)oU40 0W ENS 1 GC-Nc-DAL A v �AN4c' a L attest that this application for
(Signature Authority's name & title from Application Item IV.2.)
'MGATS C oQ.Q o
(Facility name from Application Item 11.1..)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that after reissuance of the permit
into the Applicant's name, any discharge of wastewater from this non -discharge system to surface waters or the land will result in an
enforcement action that may include civil penalties, injunctive relief, and/or criminal prosecution. I will make no claim against the
Division of Water Resources should a condition of this permit be violated. I also understand that if all required parts of this application
package are not completed and that if all required supporting information and attachments are not included, this application package
will be retumed to me as incomplete. I further certify that the Applicant or any affiliate has not been convicted of an environmental
crime, has not abandoned a wastewater facility without proper closure, does not have an outstanding civil penalty where all appeals have
been exhausted or abandoned, are compliant with any active compliance schedule, and do not have any overdue annual fees per 15A
NCAC 02T .0105(e).
NOTE — In accordance with General Statutes 143=215.6A and 143-215.6B, any person who knowingly makes any false statement,
representation, or certification ' any application package shall be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed $10,000 as well'c u penalties�to$25,000 per violation. /
Signature: t �` Date: A, `
FORM: NDPONC 06-16 Page 2 of 2

Pat McCrory
Governor
RCD`NR
North Carolina Department of Environment and Natural Resources
July 22, 2014
Kyle Narron, General Manager
Smithfield Farmland Corporation — Tar Heel Division
Post Office Box 99
Tar Heel, North Carolina 28392
Dear Mr. Narron:
John E Skvaria, Ili
Secretary
Subject: Permit No. WQ0014868
Smithfield Farmland
Corporation — Tar Heel Division
Land Application of Industrial
by Product Residuals (Non -
Dedicated)
Bladen County
In accordance with your Pennittee name change and permit renewal request received May 28,
2014 and April 1, 2014 respectively, we are forwarding herewith Permit No. WQ0014868 dated ]uly 22,
2014, to Smithfield Farmland Corporation — Tar Heel Division for the continued operation of the subject
residuals management program. Please note that this renewed permit shall become effective on August 1,
2014 (i.e. the day after the expiration date of the existing permit), which differs from the date of this
letter.
Modifications to the subject permit include the deletion of the following fields from the land
application program decreasing the total acreage from 1412.4 to 1179.8 acres:
• SF01-01, SF01-02, SF01-03, SFO1-04 (85.60 acres)
a SF03-08 (41.0 acres) .
• SF04-04, SF04-05, SF04-06, SF04-07, SF04-08, SF04-09, SF04-10 (106.0 acres)
Please note the name of the Permittee has been changed from Smitbfield Packing Company, Inc.
— Tar Heel Division to Smithfield Farmland Corporation — Tar Heel Division. The owner of Fields SF03-
01, SF03-02, SF03-03, SF03-04, SF03-05, SF03-06 and SF03-07 has changed from William Dunham to t
Steve Dunham... The owner of Fields 09-01, SF09-02, SF09-03, and SF09-04 has changed from Douglas j
Musselwhite to.Melba Musselwhite. The owner of Field SF12-01 has changed from David S. Canady to
Hinton King.
This permit shall be effective from August 1, 2014 until July 31, 2019, shall void Permit No.
WQ0014868 issued August 26, 2005 and shall be subject to the conditions and limitations as specified
therein. Please pay particular attention to the monitoring requirements listed in Attachments A for they r
may differ from the previous permit issuance. Failure to establish an adequate system for collecting and
maintaining the required operational information shall result in future compliance problems.
1636 Mail Servloe Center, Raleigh, North Carolina 27699-11636
Phone: 9IM07-64641Internet: htto:llaortal.ncdenr.oralwehlwo
An Equal Opportunity } Affirmative Action Employer — Made in par! with recycled paper

Mr. Narron
July 22, 2014
Page 2 of 3
Please note that on September 1,. 2006, North Carolina Administrative Code Title 15A
Subchapter 02T — Waste not Discharged to Surface Waters was adopted. Accordingly, this permit
incorporates the requirements of these rules, therefore, please take the time to re-0ew this permit
thoroughly. The following conditions have been added, modified or deleted from those in the last permit
issuance:
➢ Condition 1.2. —Allows 90 days to notify the regional office of an intended land application
➢ Condition 1.3. -- Allows 90 days to submit an Operation and Maintenance Plan
Condition L4. — Allows 180 days to achieve compliance with site.signage requirements
➢ Condition 11.8. —Lists the setback distances for Iand application sites
➢ Condition 11.9. — Lists the setback distances for bulk residual applications
➢ Condition II.11. - Describes appropriate methods for calculating agronomic application rates
➢ Condition 11.12. — Describes the realistic nitrogen rate for hay crops on grazed pasture areas
➢ Condition IUA. — Outlines the requirements of an Operation and Maintenance Plan
➢ Condition 111.6. — Requires the permit and O & M Plan to be kept on site during applications
➢ Condition III.7. — Requires spill control provisions during residuals transport and application.
➢ Condition HI.11. —Lists conditions under which bulk residuals are. not allowed to be applied
➢ Condition IH.12. -Lists public access restrictions
➢ Condition H1.13. — Describes the signage requirements for each land application site
➢ Condition IV.7. —Lists the recording requirements for -all land application events
➢ Condition I:V.8. —Requires the submission of an annual report -each year
➢ Condition V.1, —Requires inspection and maintenance in accordance with the O & M Plan
➢ Condition VI.6. — Allows permit revocation or unilateral modification in certain situations,
➢ Condition. VI.7. Prohibits expansion of theprogram in certain instances
If any parts, requirements or limitations contained in this permit are unacceptable, the Permittee
has the right to request an adjudicatory hearing upon written request within 30 days following receipt of
this permit. This request shall be in the form of a written petition, conforming to Chapter 150B of the
North Carolina' General Statutes, and filed with the Office of Administrative Hearings at 6714 Mail
Service Center, Raleigh, NC 27699-6714. Unless such.demands are made, this permit shall "be final and
binding.

Mr. Narron
July 22, 2014
Page 3 of 3
If you need additional information concerning this matter, please contact Alice M. Wessner at
[phone] or [e-mail].
Sincerely,
., /om?A. Reeder, Director
Division of Water Resources
cc: Bladen County Health Department
Cumberland County Health Department
Roberson County Health Department
Fayetteville Regional Office, Water Quality Regional Operations Section
Roy L. Whitaker, EMA Resources, Inc. 755 YadkinviIIe Road, Mocksville, North Carolina 27028
Beth Buffington, Public Water Supply Section — Protection and Enforcement Branch
Permit File WQ0014868
Notebook File WQ0014868

This Page Blank

NORTH CAROLINA
ENVIRONMENTAL MANAGEMENT COMMISSION
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
RALEIGH
LAND APPLICATION OF INDUSTRIAL BY PRODUCT RESIDUALS PERMIT
(NON -DEDICATED)
In accordance with the provisions of Article 21 of. Chapter 143, General Statutes of North Carolina as
amended, and other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
Smithfield Farmland Corporation -Tar Heel Division
Bladen County
FOR THE
continued operation of a residuals management program for the Smithfield Farmland Corporation -Tar
Heel Division and consisting of the land application of Industrial By Product residuals generated by the
approved facilities listed in Attachment A to the approved sites listed in Attachment B with no discharge
of wastes to surface waters, pursuant to the application received April 1, 2014, and in conformity with
other supporting data subsequently filed and approved by the Department of Environment and Natural
Resources and considered a part of this permit. The use and disposal of residuals are regulated under Title
40 Code of Federal Regulations Part 257. This permit does not exempt the Permittee from complying
with the federal regulations.
This.pprmi.t shall be effective from August 1, 2014 until July 31, 2019, shall void Permit No. WQ0014868
issued August 26, 2005, and shall be subject to the following specified conditions and limitations:
1. SCHEDULES
No later than six months prior to the expiration of this permit, the Permittee shall request renewal of
this permit on official Division forms. Upon receipt of the request, the Division will review the
adequacy of the facilities described therein, and if warranted, will renew the permit for such period of
time and under such conditions and limitations as it may deem appropriate. Please note Rule 1 SA
NCAC 02T .0105(d) requires an updated site map to be submitted with the permit renewal
application.
2. The permittee shall be in full compliance with the regional office notification requirements
established in Condition 111.3. by October 22, 2014 (90. days fiom the effective date of this permit).
3. The permittee shall be in full compliance with the signage requirements established in Condition
EI.13. by January 22, 2015 (180 days from the effective date of this permit).
WQ0014868 Version 3.0 Shell Version 140324 Page l of l 1

H. PERFORMANCE STANDARDS
The subject residuals management program shall be effectively maintained and operated at all times
so there is no discharge to surface waters, nor any contravention of groundwater or surface water
standards. In the event the facilities fail to perform satisfactorily, including the creation of nuisance
conditions due to improper operation and maintenance, the Permittee shall immediately cease land
applying residuals to the site, contact the Fayetteville regional office supervisor, and take any
immediate corrective actions.
2. This permit shall not relieve the Permittee of their responsibility for damages to groundwater or
surface water resulting from the operation of this residuals management program.
3. Only residuals generated by the facilities listed in Attachment A are approved for land application in
accordance with this permit.
4. Only the sites listed in Attachment B are approved- for residuals land application.
5. Pollutant concentrations in residuals applied to land application sites listed in Attachment B shall not
exceed the following Ceiling Concentrations (i.e., dry weight basis) or Cumulative Pollutant
Loading Rates (CPLRs):
Parameter
Ceiling Concentration
(milligrams per kilogram)
CPLR
(pounds per acre)
Arsenic
75
36
Cadmium
85
34
Copper
4,300
1,338
Lead
840
267
Mercury
57
15
Molybdenum
75
n/a
Nickel
420
374
Selenium
100
89
Zinc
7,500
2,498
The Permittee shall determine compliance with the CPLRs using one of the following methods:
a. By calculating the existing cumulative level of pollutants using actual analytical data from all
historical land application events of residuals, or.
b. For land where residuals application have not occurred or for which the required data is
incomplete, by determining background concentrations through representative soil sampling.
6. Residuals that are land applied shall meet Class B pathogen reduction.requirements in 15A NCAC
02T .1106 (a) and (c). Exceptions to this requirement shall be specified in Attachment A.
7. Biological residuals (i.e. residuals generated during the treatment of domestic or animal processing
wastewater, or the biological treatment of industrial wastewater, and as identified in Attachment A)
that are land applied shall. meet one of the vector attraction reduction alternatives in l 5A. NCAC 02T
.1107(a). Exceptions to this requirement small be specified in Attachment A.
W00014868 Version 3.0 Sbell Version 140324 Page 2 of l I

8. Setbacks for treatment and storage facilities shall be as follows:
Setback Description
Setback.
feet
Habitable residence or place of public assembly under separate ownership or not
100
to be maintained as part of the pr2ject site
Property lines
50
Private or public water supply
100
Surface waters (streams — intermittent and perennial, perennial waterbodies, and
50
wetlands
Wells with exception to monitoring wells
100
All treatment and storage facilities were originally permitted prior to September 1, 2006
9. • . Setbacks for Class B Iand application• sites shall be as follows:
Setback by application type
(feet)
Setback Description
Vehicular
Irrigation
Surface
Surface
Injection /
Application
Application
Incorporation
Habitable residence or place of public assembly
under separate ownership or not to be maintained as
400
400
200
art of the project site
Habitable residence or places of public assembly
owned. by the Permittee, the owner of the land, or the
0
200
0
lessee/operator of the land to be maintained as part
of the project site
Property lines
50
150
50
Public right of way
50
50
50
Private or public water supply
100
100
100
Surface waters (streams — intermittent and perennial,
100
100
50
perennial waterbod.ies, and wetlands
Surface water diversions (ephemeral streams,
100
25
waters, ditches)Z5
wa
Groundwater lowering ditches (where the bottom of
25
100
25
the ditch intersects the SHWT
Subsurface groundwater lowering system
0
100
0
Wells with exception to monitoring wells
100
100
100
Bedrock outcrops
25
25
25
Top of slope of embankments or cuts of two feet or.
15
15
15
more in vertical height
Building foundations or basements
0
15
0
Water lines
0
10
0
Swimming pools
100
100
100
Nitrification fields
0
20
0
WQ0014868 Version 3.0 Shell Version 140324. Page 3 of l 1

10. Land application areas shall be clearly marked on each site prior to and during any residuals
application event.
11. Bulk residuals and other sources of Plant Available Nitrogen (PAN) shall not be applied in
exceedance of agronomic rates. Appropriate agronomic rates shall be calculated using expected
nitrogen requirements based on the determined Realistic Yield Expectations (RYE) using any of the
following methods:
a. Division's pre -approved site specific historical data for specific crop or soil types by calculating
the mean of the best three yields of the last five consecutive crop harvests for each field.
b. North Carolina Historical Data for specific crop and soil types as provided by North Carolina
State University Department of Soil Science aLttp://nutrients.soil.ncsu.edu/yields/l*ndex.t)11D).
A copy shall be kept on file and reprinted every five years in accordance with Condition IV.�
c. If the RYE cannot be determined using methods (a) or (b) above, the Permittee may use the RYE
and appropriate nutrient application rates reported in any of the following documents:
i. Crop management plan as outlined by the local Cooperative Extension Office, the North
Carolina Department of Agriculture and Consumer Services, the Natural Resource
Conservation Service, or other agronomist.
ii. Waste Utilization Plan as outlined by the Senate Bill 1217 Interagency Group - Guidance
Document: Chapter 1
(http://www.ncagrr.mv/SWC/tech/documents/9th Guidance Doc 100109.pdfl.
iii. Certified Nutrient Management Plan as outlined by the Natural Resources Conservation
Services (NRCS). These plans must meet the USDA-NRCS 590 Nutrient Management
Standards (ftp://ftp-fe.se.egov.usda.gov/NHQ/practice-standards/standards/590.pdf).
d. If the RYE and appropriate nutrient application rates cannot be determined, the Permittee shall
contact the Division to determine necessary action.
12. When residuals are land applied to grazed pasture, hay crop realistic nitrogen rate shall be reduced by
25% in accordance with the USDA-NRCS 590 Nutrient Management Standards.
13. If land -application sites are to be over -seeded or -double -cropped (e.g., bermuda grass in the summer
and rye grass in the winter with both crops to receive residuals), then the second crop can receive an
application of PAN at a rate not to exceed 50 pounds per acre per year (lbs/ae/yr). This practice may
be allowed as long as the second crop is to be harvested or grazed. If the second crop is to be planted
for erosion control only and is to be tilled into the soil, then no additional PAN shall be applied.
14. Prior to land application of residuals containing a sodium adsorption ratio (SAR) of 10 or higher, the
Permittee shall obtain and implement recommendations from at least one of the following: the local
Cooperative Extension Office; the Department of Agriculture and Consumer Services; the Natural
Resource Conservation Service; a North Carolina Licensed Soil Scientist; or an agronomist. The
recommendations shall address the sodium application rate, soil amendments (e.g., gypsum) etc.), or a
mechanism for maintaining site integrity and conditions conducive to crop growth. The Pennittee
shall maintain written records of these recommendations and details of their implementation.
15. The compliance boundary for residual land application sites shall be specified in accordance with
15A NCAC 02L .0107(b). These sites were individually permitted on or after December 30, 1983;
therefore, the compliance boundary is established at either 250 feet from the residual land application,
area, or 50 feet within the property boundary, whichever is closest to the residual land application
area. An exceedance of groundwater standards at or beyond the compliance boundary -is subject to
remediation action according to 15A NCAC 02L .0106(d)(2) as well as enforcement actions in
accordance with North. Carolina General Statute 143-215.6A through 143-215.6C. Any approved
relocation of the COMPLIANCE BOUNDARY will be noted in Attachment B.
W0001.4868 Version 3.0. Shell Version 140324 Page 4 of I I

16. In accordance with 1SA NCAC 02L .0108, the review boundary shall be established midway between
the compliance boundary and the residual land application area. Any exceedance of groundwater
standards at the review boundary shall require action in accordance with 15A NCAC 02L .0106.
M. OPERATION AND MAINTENANCE REQUIREMENTS
1. The residuals management program shall be properly maintained and operated at all times. The
program shall be effectively maintained and operated as a non -discharge system to prevent any
contravention of surface water or groundwater standards.
2. The Fayetteville Regional Office, telephone number [phone], and the appropriate local
government official (i.e., county manager, city manager, or health director) shall be notified at least
48 hours prior to the initial residuals land application to any new land application site. Notification to
the regional supervisor' shall be made from 8:00 a.m. until 5:00 p.m. on Monday through Friday,
excluding State Holidays.'
3. The Fayetteville Regional Office shall be notified via email or telephone, [phone], at least 24
hours prior to conducting any land application activity. . Such notification shall indicate, at a
minimum, the anticipated application times, field IDs, and location of land application activities. If it
becomes necessary to apply to additional fields due to unforeseen events, the Regional Office shall be
notified prior to commencing the application to those fields.
4. The Permittee shall maintain an approved Operation and Maintenance Plan (O&M PIan) pursuant to
15A NCAC 02T A 110. Modifications to the O&M Plan shall be approved. by the Division prior to
utilization of the new plan. The O&M Plan, at the minimum, shall include:
a) Operational functions;
b) Maintenance schedules;
c) Safety measures;
d) Spill response plan;
e) Inspection plan including the following information:
i. Names and/or titles of personnel. responsible for conducting the bispections;
ii. Frequency and location of inspections, including those to be conducted by the ORC, and
procedures to assure that the selected location(s) and inspection frequency are representative
of the residuals management program;
iii. Detailed description of inspection procedures including record keeping and actions to be
taken by the' inspector in the event that noncompliance is observed pursuant to the
noncompliance notification requirements under the monitoring and reporting section of the
permit;
f) Sampling and monitoring plan including the following information:
i. Names and/or titles of personnel responsible for conducting the sampling and monitoring;
ii. Detailed. description of monitoring procedures including parameters to be monitored;
iii. Sampling frequency and procedures to assure that representative samples are being collected.
Fluctuation in temperature, flow, and other operating conditions can affect -lie quality of the
residuals gathered during a particular sampling event. The sampling plan shall account for
any foreseen fluctuations in residuals quality and indicate the most limiting times for
residuals to meet pathogen reduction requirements (e.g. facilities that land apply multiple
times per year but have an annual sampling frequency, may need to sample during winter
months when pathogen reduction is most Iikely to be negatively affected by cold
temperatures).
W00014868 Version.3.0 Shell Version 140324 Page 5 of 11

Upon the Water Pollution Control System Operators Certification Commission's (WPCSOCC)
classification of the facility, the Permittee shall designate and employ a certified operator in
responsible charge (ORC) and one or more certified operators as.back-up ORCs in accordance with
15A. NCAC 08G ,0201. The ORC or their back-up shall visit the facilities in accordance with 15A
NCAC 08G. 0204, or as specified in the most recently approved O&M plan (i.e., see Condition III,
4.), and shall comply with all other conditions of 15A NCAC 08G. 0204. For more information
regarding classification and designation requirements, please contact the Division . of Water
Resources' Technical Assistance & Certification Unit at [phone].
6. When the Permittee land applies bulk residuals, a copy of this permit and a copy of O&M Plan shall
be maintained at the land application sites during land application activities.
7. When the Permittee transports or land applies bulk residuals, the spill control provisions shall be
maintained in all residuals transport and.application vehicles.
8. Residuals shall not be stored at any land application site, unless written approval has been requested
and received from the Division.
9. When the Permittee land applies bulk residuals, adequate measures shall be taken to prevent wind
erosion and surface runoff from conveying residuals from the land application sites onto adjacent
properties or into surface waters.
10. When the Permittee land applies bulk residuals, a suitable vegetative cover shall be maintained on
land application sites onto which residuals are applied, or application shall be in accordance with the
crop management plan outlined by the local Cooperative Extension Office, the Department of
Agriculture and Consumer Services, the Natural Resource Conservation Service, or an agronomist
and as approved by the Division.
I L Bulk residuals shall not be land applied under the following conditions: -
a. If the residuals are likely to adversely affect a threatened. or endangered species listed under
section 4 of the Endangered Species Act or its designated critical habitat;
b. If the application causes prolonged nuisance conditions;
c. . If the land fails to assimilate the bulk residuals or the application causes the contravention of
surface water or groundwater standards;
d. If the land is flooded, frozen or snow-covered, or is otherwise in a condition such that runoff of
the residuals would occur;
e. Within the 100-year flood elevation, unless the bulk residuals are injected or incorporated within
a 24-hour period following a residuals land application event;
f. During a measurable precipitation event (i.e., greater than 0.01 inch per hour.), or within 24 hours
following a rainfall event of 0.5 inches or greater in a 24-hour period;
g. If the slope is greater than 10% for surface applied liquid residuals, or if the slope is greater than
18% for injected or incorporated bulk liquid residuals;
h. 1f the soil pH is not maintained at 6.0 or greater, unless sufficient amounts of lime are applied to
achieve a final soil pH of at least 6.0, or if an agronomist provides information indicating that the
pH of the soil, residuals and lime mixture is suitable for the specified crop. Any approved.
variations to the acceptable soil pH (6.0) will be noted in this permit; .
i. If the land does not have an establishedvegetative cover unless the residuals are incorporated or
injected within a 24-hour period following a residuals land application. event. Any field that is in
a USDA no -till program shall be exempted from meeting this vegetative cover requirement;
j. If the vertical separation between the seasonal high water table and the depth. of residuals
application is less than one foot;
WQ0014868 Version 3.0 Shell. Version 140324 Page 6 of 11

k. If the vertical separation of bedrock and the depth of residuals application is less than one foot;
12. The following public access restrictions apply to residual land application sites:
a. Public access to public contact sites (e.g., golf courses, parks, ball fields, etc.) shall be restricted
for 365 days after a residuals land- application event;
b. Public access to non-public contact sites shall be restricted for 30 days after a residuals land
application event.
13. Public access controls shall include the posting of signs with a minimum area of 3 square feet (e.g.,
1.5' x 2'). Each sign shall indicate the activities conducted at each site, permit number, and name and
contact information, including the Permittee or applicator's telephone number. Signs shall be posted
in a clearly visible and conspicuous manner at the entrance to each land application site during a land
application event, and for as long as the public access restrictions required under 111.12 apply.
14. The following harvesting and grazing restrictions apply to residual land application sites after each
land application event:
Harvesting and Grazing Description
Restricted
Duration
Animals shall not be allowed to graze during land application activities and
restricted period. Sites that are to be used for grazing shall have fencing to
30 days
prevent access after each land application event.
Food crops, feed crops and fiber crops shall not be harvested for:
30 days
Turf grown on land where residuals have been applied shall not be harvested for:
12 months
Food crops with harvested parts that touch the residual/soil mixture and are
totally above the land surface (e.g., tobacco, melons, cucumbers, squash, etc.)
14 months
shall not be harvested for:
When the residuals remain on the land surface for four months or longer prior to
incorporation into the soil, food crops with harvested parts below the land
surface (e.g., root crops such as potatoes, carrots, radishes, etc.) shall not be
20 months
harvested for:
When the residuals remain on the land surface for less than four months prior to
incorporation into the soil, food crops with harvested parts below the land
38 months
surface shall not be harvested for:
15. The Permittee shall acquire from each landowner or lessee/operator a statement detailing the volume
of other nutrient sources (i.e., manufactured fertilizers, manures, or other animal waste products) that
have been applied to the site, and a copy of the most recent Nutrient Management Plan (NMP) for
those operations where a NMI' is required by the US Department of Agriculture — National Resources
Conservation Service (NRCS) or other State Agencies. The Permittee shall calculate allowable
nutrient loading rates based on the provided information and use appropriate reductions.
For the purpose of this permit condition, a Crop Management Plan (CMP), Waste Utilization Plan
(WUP) or Certified Nutrient Management Plan (CNMP) shall also be considered a Nutrient
Management Plan.
16. No residuals shall be land applied unless the submitted Land Owner Agreement Attachment (LOAA)
between the Permittee and landowners or lessees/operators of the land application site is in full force
and effect. These agreements shall be considered expired concurrent with the permit expiration date,
and shall be renewed during the permit renewal process.
WQ0014868 Version 3.0 Shell Version 140324 Page 7 of l 1

IV. MONITORING AND REPORTING REOUMEMENTS
1. Any Division required monitoring (including groundwater, plant tissue, soil and surface water
analyses) necessary to ensure groundwater and surface water protection shall be established, and an
acceptable sample reporting schedule shall be followed.
2. Residuals shall be'analyzed to demonstrate they are non -hazardous under the Resource Conservation
and Recovery Act (RCRA). The analyses [corrosivity, ignitability, reactivity, and toxicity
characteristic leaching procedure (TCLP)j shall be performed at the frequency specified in
Attachment A, and the Permittee shall maintain these results for a minimum of five years. Any
exceptions from the requirements in this condition shall be specified in Attachment A.
The TCLP analysis shall include the following parameters (the regulatory level in milligrams per liter
is in parentheses):
Arsenic (5.0)
1,4-Dichlorobenzene (7.5)
Nitrobenzene (2.0)
Barium-(100.0)
1,2-Dichloroethane (0.5) -
Pentachlorophenol (100.0)
Benzene (0.5)
1,1-Dichloroethylene (0.7)
Pyridine (5.0)
Cadmium (1.0)
2,4-Dinitrotoluene (0.13)
Selenium (1.0)
Carbon tetrachloride (0.5)
Endrin (0.02)
Silver (5.0)
Chlordane (0.03)
Hexachlorobenzene (0.13)
Tetrachloroethylene (0.7)
Chlorobenzene (i00.0)
Heptachlor (and its hydroxide) 0.008
Toxaphene (0.5)
Chloroform (6.0)
Hexachloro-1,3-butadiene (0.5)
Trichloroethylene (0.5)
Chromium (5.0)
Hexachioroethane (3.0)
2,4,5-Trichlorophenol (400.0)
m-Cresol (200.0)
Lead (5.0)
2,4,6-Trichlorophenol (2.0)
o-Cresol (200.0)
Lindane (0.4)
2,4,5-TP (Silvex) (1.0)
p-Cresol (200.0)
Mercury (0.2)
Vinyl chloride (0.2)
Cresol (200.0)
Methoxychlor (10.0)
.2,4-D (10.0)
MethyLethyl ketone (200.0)
Once the residuals have been monitored for two years at the frequency specified in Attachment A, the
Permittee may submit a permit modification request to reduce the frequency of this monitoring
requirement. In no case shall the monitoring frequency be less than once per permit cycle.
3. An analysis shall be conducted on residuals from each source generating facility at the frequency
specified in Attachment A, and the Permittee shall maintain the results for a minimum of five years.
The analysis shall include the following parameters:
Aluminum
Mercury
Potassium
Ammonia -Nitrogen
Molybdenum
Selenium
Arsenic
Nickel
Sodium
Cadmium
Nitrate -Nitrite Nitrogen
Sodium Adsorption Ratio
(SAR)
Calcium
Percent Total Solids
TKN
Copper
pH
Zinc
Lead
Phosphorus
Magnesium
Plant Available Nitrogen
(by calculation)
WQ0014868 Version 3.0 Shell.'Verrsion 140324 Page 8 of 11

4. Residuals shall- be monitored for compliance with pathogen and vector attraction reduction
requirements at the frequency specified in Attachment A, and at the time indicated in the sampling.
and monitoring sections of the approved O&M plan. The required data shall be specific to the
stabilization process utilized, and sufficient to demonstrate compliance with the. Class B pathogen
reduction requirements in 15A NCAC 02T :1106 (a) and (c), and one vector attraction reduction
requirement in 15A NCAC 02,T .1107 (a) shall be met. Any exceptions from the requirements in this
condition shall be specified in Attachment A.
5. An annual representative soils analysis (i.e., Standard Soil Fertility Analysis) shall be conducted on
each land application site listed in Attachment 13 on which a residuals land application event will
occur in the respective calendar year. This analysis shall be in accordance with the "Guidance on Soil
Sampling" located in the Sampling instructions section of the NC Department of Agriculture &
Consumer Services' website (http://www.noagr.gov/agronomi/Pubs.htm). The Permittee shall
maintain these results and a description of the sampling methodologies used to determine soil fertility
for a period of no less than five years, and shall be made available to the Division upon request. At a
minimum, the Standard Soil Fertility Analysis•shall include the following parameters:
Acidity
Exchangeable Sodium Percent a
Phosphorus
Base Saturation (by calculation)
Magnesium •
Potassium
Calcium
Manganese
Sodium
Cation Exchange Capacity
Percent Humic Matter
Zinc
Copper
pH
6. Laboratory parameter analyses shall be performed on the residuals as they are land applied, and shall
be in accordance with the monitoring requirements in 15A NCAC 02B .0505. .
7. The Permittee shall maintain records tracking all residual land application events. At a minimum,
these records shall include the following:
a. Source of residuals;
b. Date of land application;
c. Location of land application (i.e., ,site; field, or zone number as listed in Attachment B);
d. Approximate areas applied to (acres);
e. Method of land application;
f • Weather conditions {e.g., sunny, cloudy, raining, etc.);
g. Predominant Soil Mapping Unit (e.g., CbB2);
h. Soil conditions (e.g., dry, wet, frozen, etc.);
L Type of crop or crops to be grown on field;
j. Nitrogen Application Rate based on RYES (if using data obtained from'the North Carolina State
University Department of Soil Science Website, the printout page shall be.kept on file and
reprinted every five years);
k. Volume of residuals land applied in gallons per acre, cubic yard per acre, dry tons per acre, or wet
ton per acre;
I. Volume of animal waste or, other nutrient source applied in gallons per acre, dry ton per acre, or
wet tons per acre;
m. Volume of soil amendments (e.g., lime, gypsum, etc.) applied in gallons per acre, dry ton per
acre, or wet tons pera.cre; and
WQ0014868 Version 3.0 Shell Version 140324 Page 9 of 11
Y

n. Annual and cumulative totals in dry tons per, acre of residuals as well as animal waste and other
sources of nutrients .(e.g., if applicable), annual and cumulative pounds per acre of each heavy
metal (e.g., shall include, but'shall not be limited to, arsenic, cadmium, copper, lead, mercury,
molybdenum, nickel, selenium, and zinc), annual pounds per acre of PAN, and annual pounds per
acre of phosphorus applied to each field.
8. Three copies of an annual report shall be submitted on or before March I". The annual report shall
meet the requirements described in the Instructions for Residuals Application Annual Reporting
Forms. Instructions for reporting and annual report forms are available at
http://portal.ncdenr.or web/vvq/aps/lau/reporting, or can be obtained by contacting the Land
Application Unit directly. The annual report shall be submitted to the following address:
Division of Water Resources
Information Processing Unit
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
9. NoncompIiance Notification
The Permittee shall report by telephone to the Fayetteville Regional Office, telephone number (910)
433-3300, as soon as possible, but in no case more than 24 hours or on the next working day
following the occurrence or first knowledge of the occurrence of any of the following:
a. Any occurrence with the land application program resulting in the land application of significant
amounts of wastes that are abnormal in quantity or characteristic.
b. Any failure of the land application program resulting in a release of material to surface waters.
c. Any time self -monitoring indicates the facility has gone out of compliance with its permit
limitations.
d. Any process unit failure, due to known or unknown reasons, rendering the facility incapable of
adequate residual treatment.
e. Any spill or discharge from a vehicle or piping system during residuals transportation.
Any emergency requiring immediate reporting (e.g., discharges to surface waters, imminent failure of
a storage structure, etc.) outside normal business hours shall be reported to. the Division's Emergency
Response personnel at telephone -number [phone], [phone], or [phone].Persons
reporting such occurrences by telephone shall also file a written report in letter form within five days
following. first knowledge of the occurrence. This report shall outline the actions taken or proposed'to
be taken to ensure that the problem does not recur.
V. INSPECTIONS
1. The Permittee shall provide adequate inspection and maintenance to ensure proper operation of the
subject facilities and shall be in accordance with the approved O&M Plan.
2. Prior to each bulk residuals land application event, the Permittee or his designee shall inspect the
residuals storage, transport and application facilities to prevent malfunctions, facility deterioration
and operator errors resulting in discharges, which may cause the release of wastes to the
environment, a threat to human health or a public nuisance. The Permittee shall maintain an
inspection log that includes, at a minimum, the date and time of inspection, observations made, and
any maintenance, repairs, or corrective actions taken. The Permittee shall maintain this inspection Iog
for a period of five years from the date of inspection, and this log shall be made available to the
Division upon request.
WQ0014868 Version 3.0 Shell Version 140324 Page 10 of 11

3. Any duly authorized Division representative may, upon presentation of credentials; enter and inspect
any property, premises or place on or related to the land application sites or facilities permitted herein
at any reasonable time for the purpose of determining compliance with this permit; may inspect or
copy any records required to be maintained under the terms and conditions of this permit; and may
collect groundwater, surface water or leachate samples.
VT. GENERAL CONDITIONS
1. Failure -to comply with the conditions and limitations contained herein ziriay subject the Permittee to
an enforcement action by the Division in accordance with North Carolina General Statutes 143-
215.6A to 143-215.6C.
2. This permit shall become voidable if the residuals land application events are not carried out in
accordance with the conditions of this permit.
3. This permit is effective only with respect to the nature and volume of residuals described in the
permit application and other supporting documentation.
4. The issuance of this permit does not exempt the Permittee from complying with any and all statutes,
rules, regulations, or ordinances, which may be imposed by other jurisdictional government agencies
(e.g., local, state, and federal). Of particular concern t6 the Division are applicable river buffer rules.
.in 15A NCAC 02B .0200; erosion and sedimentation control requirements in 15A NCAC Chapter 4
and under the Division's General Permit NCGO10000; any requirements pertaining to wetlands under
15A NCAC 02B .0200 and 02H .0500; and documentation of compliance with Article 21 Part 6 of
Chapter 143 of the General Statutes.
5. In the event the residuals program changes ownership or the Permittee changes their name, a formal
permit modification request shall be submitted to the Division. This request shall be made on official
Division forms, and.' shall include appropriate documentation from - the parties involved and other
supporting documentation as necessary. The Permittee of record shall remain fully responsible for
maintaining and operating the residuals program permitted herein until a permit is issued to the new
owner.
6. This permit is. subject to revocation or unilateral modification upon 60 days notice from the Division
Director, in whole or part for the requirements listed in 15A NCAC 02T .0110.
T. Unless the Division Director grants a variance, expansion of the permitted residuals program
contained. herein shall not be granted if the Permittee exemplifies any of the criteria in 15A NCAC
02T .0120(b).
8. The Pennittee shall pay the annual fee within 30 days after being billed by the Division. Failure to
pay the annual fee accordingly shall be cause for the Division to revoke this permit pursuant to 15A
NCAC 02T .0105(e)(3).
Permit issued this the 22"d day of July 2014
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
r
,r Tifomasiff Reeder, Director
Division of Water Resources
By Authority of the Environmental Management Commission
Permit Number WQ0014868
WQ0014868 Version 3.0 Shell Version 140324 Page 11 of 11

THIS PAGE BLANK
Page I of 1.

ATTACHMENT A - Approved Residual Sources
SmithfieIti Farmland Corporation — Tar Heel Division
Certification Date: July 22, 2014
Permit Number: WQ0014868 Version: 3.0
Owner
Facility Name
County
Permit
Biological
Maximum
D Tons
Tar
Monitoring
Frequency for
q Y
Monitoring
Frequency for
e9 Y
Monitoring
Frequency for
Approved
er
Mineralization
Number
Residuals
per 1
Nan -hazardous
Metals and
Pathogen &
pate
Characteristics 2
Nutrients a, s
Vector Attraction
Smithfield Farmland
- .
Reductions 0. 5.6
Corporation — Tar Heel
Tar Heel W WTP
Bladen
NC0078344
Yes
2,050
Annually
. See Table Below
See Table Below
0.2p
Division
Total
Z 105o
1. Maximum Dry Tons per Year is the amount of residuals approved for land application from each permitted facility.
2. Analyses to demonstrate that residuals are non -hazardous (i.e., TCLP, ignitability, reactivity, and corrosivity) as stipulated under permit Condition N.2.
3. Testing of metals and nutrients as stipulated under permit Condition IV.3.
4. Analyses of pathogen and vector attraction reductions as stipulated under permit Condition IVA.
5. Monitoring frequencies are based on the actual dry tons applied per year using the table below, unless specified above.
Dry Tons Generated
short tons per ear(Established
Monitoring Frequency
in 40 CFR 503 and 15A NCAC 02T .1111
<319
I/Year
=>319 - <I 650
1/ Quarter 4 times per ear
_> 1,650 - <16,500
1/60 Days 6 times per ear
=>16,500
Ilmonth 12 times per ear
6. Industrial By Product residuals are exempt from meeting the vector attraction reduction requirements in Condition IVA, provided they are not nixed with residuals that have been generated
during the treatment of domestic wastewater, the treatment of animal -processing wastewater, or the biological treatment of industrial wastewater. The Industrial By Product residuals must be
treated and processed in a manner as to not meet the definition of `Biological Residuals" as defined in 15A NCAC 02T .1102(6).
If no Iand application• events occur during a required sampling period (e.g. no land application occur during an entire year when annual monitoring is required), then. no
sampling data is required during the period of inactivity. The annual report shall include an explanation for missing sampling data. Those required to submit the annual
report to EPA may be required to make up the missed sampling, contact the EPA for additional information and clarification. .
Page 1 of 1

ATTACHMENT B - Approved Land Application Sites
Smithfield Farmland Corporation — Tar Heel Division
Certificatiob Date: July 22, 2014
Permit Number: WQ0014868 Version: 3.0
Field
SF03-01
Owner
Dunham, Steve
Lessee
County
Bladen
Latitude
34' 44' 06"
Longitude
78' 43' 07"
Net Acreage
2I.60
Dominant Soil Series
Lakeland sand, 1-70/a slopes
Footnotes
SF03-02
Dunharn, Steve
Bladen
34' 44' 15"
78' 43' 12"
13.30
Centenary sand
3
SF03.03
Dunham, Steve '
Bladen
34' 44' 18"
78' 43' 20"
21.30
Centenary sand
SF03-04
Dunham, Steve
Bladen
34' 44' I2"
789 43' 26"
19.00
Wasdamuck
SF03-05
Dunham, Steve
Bladen
34' 44' 08"
78' 43' 21"
8.00
Lakeland sand, 1-7% slopes
SF03-06
Dunham, Steve
BIaden
34' 44' 02"
78' 43' 33"
32.00
Lakeland sand, 1-7% slopes
SF03-07
Dunham, Steve
Bladen
340 43' 28"
78' 44' 21"
37.20
Wickham fine sandy loam, 1-6% slopes
3
SF07-0I
Burney, J W
Dunham, Steve
Bladen
34' 43' 11"
780 44' 26"
21.8
Altavista fine sandy loam, 0-3% slopes
3
SF07-03
SF07-06
Burney, J W
Burney, J W
Dunham, Steve
Dunham, Steve
Bladen
BIaden
340 43' 15"
340 43' 29"
780 44' 10"
78' 43' 53"
12.3
193
Altavista fine sandy Ioam, 0 3% slopes
Wickham fine sandy loath, 1-6% slopes
3
SF07-08
Burney, J W
Dunham, Steve
BIaden
34' 43' 37"
780 43' 44".
12.1
AItavista fine sandy loam, 0-3% slopes
SF07-09
Burney, J F
Dunham, Richard
Bladen
340 43' 44"
780 43' 44"
21.3
Wickham fine sandy loam,1=6% slopes
SF07-14
Burney, J F
Dunham, Richard
Bladen
340 43' 55"
78' 43' 27"
7.5
Lakeland sand, 1-7% slopes
3
SF07-15
Burney, J F
Dunham, Richard
Bladen
34' 43' 51"
78' 43' 41"
3.0
Lakeland sand, 1-7% slopes
3
SFi 0-01
Butler, Murdock M
Bladen
34' 46' 32"
7804911911
53.00
Norfolk Ioamy fore sand, 0 to 2% slopes
SF 10-02
Butler, Murdock, M.
Bladen
340 47' 30"
780 49' 48"
45.0
Autryville Ioamy sand, 0-3% slopes
SF 10-03
Butler, Murdock M
Bladen
34" 47' 23"
78' 49' 54"
31.00
Norfolk loamy fine sand, 0 to 2% slopes
SF 12-01
King, Hinton McCall
Bladen
34' 48' 19"
78' 51' 46"
49.00
Norfolk loamy fine sand, 0 to 2% slopes
Total acreage for Bladen County
427.7
SF06-01
Tyson, Vance
Cumberland
34' 55 43"
78' 50' 24"
5.5
Autryville loamy sand, 0-3% slopes
5F06-02
Tyson, Vance
Cumberland
34' 55' 48"
78' 50' 14"
31.1
Autryville Ioamy sand, 0-3%slopes
SF06-03
Tyson, Vance
Cumberland
34' 55' 29"
78' 50' 14'
64.5-
Deloss loam
3
SF06-04
Tyson, Vance U
Cumberland
34' 55' 43"
78" 50' 24"
35.0
Deloss loam
3
SF06-05
Tyson, Vance U
Cumberland
34' 55' 48"
78' 50' 14"
34.00
Deloss loam
3
SF06-06
Tyson, Vance U
Cumberland
34' 55' 29"
780 50' 14"
79.00
Deloss loam
3
SF06-07
Tyson, Vance U
Cumberland
34' 55' 50"
78° 49' 41"
77.00
Deloss loam
3

ATTACHMENT B - Approved Land Application Sites
Smithfield Farmland Corporation — Tar Reel Division
Certification Date: July 22, 2014
Permit Number: WQ0014868 Version: 3.0
Field
Owner
Lessee
County
Latitude
Longitude
Net Acreage
Dominant Soil Series
Footnotes
Total acreage for Cumberland County
326.10
SFOS-01
King, Hinton McCall
Robeson
34" 44' 50"
78" 53' 29"
7.5
Goldsboro loamy sand, 0 to 2% slopes
SFOS-02
King, Hinton McCalI
Robeson
34" 44' 44"
78" 53' 21"
17.00
Goldsboro loamy sand, 0 to 2% slopes
SFOS-03
King, Hinton McCall
Robeson
34" 45' 01"
78" 53' 12"
89.50
Marlboro sandy Ioam, 0 to 2% slopes
SF08-04
King, Hinton McCall
Robeson
34" 43' 18"
78" 55' 15"
64.50
Norfolk loamy sand, 0 to 2% slopes
SF08-05
King, Hinton McCall
Robeson
34" 43' 22"
78" 56' 02"
46.00
Goldsboro loamy sand, 0 to 2% slopes
SFOS-06
King, Hinton McCall
Robeson
34" 43' 50"
78" 5600"
2I.50
Norfolk loamy sand, 0 to 2% slopes
SF08-07
King, Hinton McCall
Robeson
34" 43' 21"
78" 56' 47"
37.00
Goldsboro loamy sand, 0 to 2% slopes
SFOS-09
King, Hinton McCalI
Robeson
34" 46' 35"
78" 58' 06"
45.00
Coxville loam
3
SF09-01
Musselwhite, Douglas
Robeson
34" 47 40"
78" 55' 56"
36.00
Wagram loamy sand, 0 to 6% slopes
I
SF09-02
Musselwhite: Douglas
Robeson
34" 47' 49"
78" 56' 06"
27.50
Goldsboro loamy sand, 0 to 2% slopes
2
SF09-03
Musselwhite, Douglas
Robeson
34" 4721"
78" 55' 53"
9.50
Wagram loamy sand, 0 to 6% slopes
SF09-04
Musselwhite, Douglas
Robeson
34" 47' 12"
78" 55' 59"
25.00
Wagram loamy sand, 0 to 6°/" slopes
Total acreage for Robeson County
426.00
Total Land Application Area
1179.8 "
vuL a l wiucu�u uuuci aejjatacc awucrsaip nas oven approvea zor uus iana appucanon site. Residuals may be land applied within 200 feet of the residences along Barker Ten
Mile Road regardless of whether a surface or a subsurface application method.
2. A reduced setback from a residence under separate ownership has been approved for this land application site. Residuals may be land applied within 200 feet of the residences along Highway
20, regardless of whether a surface or a subsurface application method
3. Residual land application events on these fields shall be prohibited from December through March inclusive. No residuals shall be land applied to these fields when the vertical
separation between the depth of the residuals land application and the water table is Iess than three feet

Weaver, Tim
From: Harris, Robert
Sent: Tuesday, February 06, 2018 9:13 AM
To: Weaver, Tim
Subject: FW: Legal docs name change
Attachments: image001.jpg; ATT00001.htm; image004.jpg; ATT00002.htm; FEIN Smithfield Fresh Meats
Corp.pdf; ATT00003.htm; W9 w 200 Commerce Str address.pdf; ATT00004.htm
From: Bailey, Keith
Sent: Monday, January 08, 201812:50 PM
To: Harris, Robert <[e-mail]>; Bowen, Frederick <[e-mail]>; Prentice, Charlie
<[e-mail]>; Strong, Kerry B. <kstrong@smithfield:com>; McAuley, Pam <[e-mail]>;
Barnett, Joseph W. <[e-mail]>; Park, Christy <[e-mail]>; Meyer, John
<[e-mail]>
Subject: Fwd: Legal docs name change
See federal tax ID number below.
Keith Bailey
Smithfield Foods, Inc
757 613 1283.
Begin forwarded message:
From: "Saunders, Kelly" <ksaundersna,smithfield.com>
Date: January 8, 2018 at 12:41:00 PM EST
To: 'Bailey, Keith" <kbailey@,smithfield.com>
Cc: "Meyer, John" <jwmg er(g-)smithfield.com>
Subject: RE: Legal docs name change
Smithfield Fresh Meats Corp. tax id number is 30-1010290
Smithfield Packaged Meats Corp. tax id number is 36-2332471
Kelly N. Saunders
Paralegal

11/29/2017 11:01:43 AM =0600 IRS
PAGE 2 OF 2
QRDepartment of the Treasury
Internal Revenue Service
Ogden, UT 84201 .
SMITHFIELD FRESH MEATS CORP
4225 NAPERVILLE RD STE 600
LISLE IL 60532
Taxpayer Identification Number: 30-1010290
Form(sX
In reply refer to:
Nov 29, 2017
30-1010290
Dear Taxpayer:
Thank you for your telephone inquiry of November 29th, 2017.
0248865240
LTR 147C
Your Employer Identification Number (EN) is 30-1010290. Please keep this letter in your
permanent records. Enter your name and your EN on all business federal tax forms and on
related correspondence.
If you have any questions regarding this letter, please call our Customer Service Department at
1-800-829-0115 between'the hours of 7:00 AM and 10:00 PM. If you prefer, you may write to us
at the address shown at the top of the firstpage of this letter. When you write, pleas_ a include a
telephone number where you may be reached and the best time -to call.
Sincerely,
Ms. Norman
1000739068
Customer Service Representative

Delaware- Pa e1
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE. CERTIFICATE OF INCORPORATION OF "SMITHFIELD FRESH
MEATS CORP.", FILED IN THIS OFFICE ON THE SIXTH DAY OF
NOVEMBER, A.D. 2017, AT 2:27 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF INCORPORATION IS THE EIGHTH DAY OF
NOVEMBER, A.D. 2017 AT.12:01 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO TBE
NEW CASTLE COUNTY RECORDER OF DEEDS.
6605607 8100
SR# 20176947282
You may verify this certificate online at corp.delaware.gov/authver.shtml
dertmy W. eaflac►. stmidry at Safe
Authentication: 203529372
Date:11-07-17

State of Delaware
Secrelarr of State
Dhislon of Corporations
DeWered 02:27 PA111/66/2017
FILED 02:27 PAf 11/0612017 CERTIFICATE OF INCORPORATION
SR 20176147282 - He 66.05607 .
OF
SMITHFIELD FRESH MEATS CORP.
-ARTICLE FIRST
The name of the corporation is Smithfield Fresh Meats Corp. (the "Corporation").
ARTICLE SECOND,
The address of the Corporation's Registered Office in the State of Delaware is 1209 Orange
gtroet, Corporation Trust Center, in the City of wilmington, County of New Castle, State of
Delaware, 0801. The name of the Registered Agent at such address is The Corporation Trust
Company,
ARTICLE THIRD
The purpose of the Corporation , is to engage in any lawful act or . activity for which
corporations may be. organized under the General Corporation Law of Delaware, but the
Corporation is not formed to engage in any act or activity requiring the consent or approval of any
state or federal official, department, board, agent or other body .. p t, y without such consent or approval
first being obtained.
ARTICLE FOURTH
The total number of shares of capital stock of the Corporation which the Corporation shall
have authority to issue is 1,000 shares, with no par value.
ARTICLE F,
A. The business and affairs of the, Corporation shall be managed. by or under ' the .
direction of a .board of directors (the "Board"), except as may be otherwise provided in the
Delaware General Corporation Law or in this Certificate of Incorporation. If any such provision
is made in this Certificate of Incorporation, the powers and duties conferred or imposed upon the
Board by the Delaware General Corporation law shall be exercised or performed to such extent
and by such person or persons as shall be provided for in this Certificate of Incorporation.
B. . Unless and except to the extent that the Bylaws of the Corporation shall be so .
required, the election.of directors of the Corporation need not be by written, ballot.

ARTICLE SIXTH
The name and mailing address of the incorporator is:
Michael H. Cole
c/o Southfield Foods, Inc...... .
200 Commerce Street
Smithfield, Virginia 23430 .
ARTICLE SEVENTH
The Board is expressly authorized to make, alter or repeal Bylaws of the Corporation but
the -stockholders may make additional Bylaws and may alter or repeal any Bylaw whether adopted
by them or otherwise.
ARTICLE EIGHTH
Whenever a compromise or arrangement is proposed between the Corporation and its ..
creditors or any class of them and/or between the. Corporation and its stockholders or any class of
them, any court of equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof, or on the application
of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of
the Delaware General Corporation Law or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of Section 279 of the .
Delaware General Corporation Law order a meeting of the creditors or class of creditors, and/or
of the stockholders •or class of stockholders of the Corporation, as the case may be, to be summoned
in such manner.as the said court directs. If a majority in number representing three -fourths (3/4)
in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of
the Corporation, as the case may be, agree to any compromise or arrangement and .to any
reorganization of the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by the court to which
the said application has been made, be binding on all the creditors or class of creditors, and/or on
all the of the stockholders or class of stockholders, of the Corporation; as the case may be, and also
on the Corporation.
ARTICLE NTNTH
No director of the Corporation shall be liable to the Corporation or its stockholders for .
monetary damages for breach or breaches of fiduciary duties as a director, provided that the
provisions of this article shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction for which the
director derived an improper personal benefit. The Corporation shell, to the Mest extent permitted
by Section 145 of the Delaware General Corporation Law, as the some may hereafter be amended
2 ... .. ...

or supplemented; indemnify any and all directors, officers, employees and agents of the
Corporation whom it shall have power to indemnify under such Section from and against any and .
all expenses (including attorneys' fees), judgments, fines, amounts paid iri settlement and other
Iiabilities in respect of all matters referred to in or covered by such Section. The indemnification
provided for herein shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors, administrators and personal
representatives .of such director, officer, employee or agent. No amendment to or repeal of this
Article NINTH shall apply to or have any effect on the liability or alleged liability of any person
for or with respect to any acts or onussions of such person occurring prior to such amendment or
repeal.
ARTICLE TENTH
This Certificate of Incorporation shall be effective as of 12:01 a.m., Eastern Time, on = .
November 8, 2017.
[Signature Page Follows]

Permit Number
Program Category
Permit Type
Land Application of Residual Solids (503 Exempt)
Primary Rev[e
troy.doby
Coastal SWRula
Permitted Flow
Facility
19
f�.
Central Files: APS _ SWP r _
2/21/2018
Permit Tracking Slip
Status
Project Type
in review
Minor modification
Version
Permit Classification
C
Individual .
Permit Contact Affiliation
Facility Name
Major/Minor
Region
Smithfield Packing (Tar Heel Division)
Major
Fayetteville
Location Address
County
PO Box 99
Bladen
Facility Contact Affiliation
Tar Heel NC 28392
Robert P. Harris Jr.
15855 Hwy 87 W
Owner
Tar Heel
NC 28392
Owner Name
Owner Type
Smithfield Farmland Corporation - Tarheel Division
Non -Government
Owner Affiliation
Calvin Held -
General Manager
15855 Hwy 87 W
Dates/Events
Tar Heel
NC 28392
Scheduled
Orig Issue App Received Draft Initiated
Issuance Public Notice Issue Effective Expiration
10/30/1998 2/21/2018
Regulated Activities
Requested lReceived Events
Domesfic, other
Region comments on draft requested
Meat processing & rendering
Region comments on draft received
RO staff report received
RO staff report requested
2/21118
Additional information requested
Additional information received
Outfall
Waterbody Name -
Stmamindex Number. Current Class
Subbasin

State of North Carolina
Department of Environmental Quality
Division of Water Resources
NON -DISCHARGE PERMIT OWNERSHIP/NAME CHANGE
Divislon of Water Resources INSTRUCTIONS FOR FORM: NDPONC 06-16 & SUPPORTING DOCUMENTATION
This form is for ownership changes or name changes of a non -discharge system permit. Please note that "Permtttee"
references the existing permit holder, and that "Applicant" references the entity applying for the ownership/name change.
For more information, visit the Water Quality Permitting Section's Non -Discharge Permitting Unit website
A. Non -Discharge Permit Ownership/Name Change (FORM: NDPONC 06-16) Application (All Applications):
❑ Submit an original completed and appropriately executed Non -Discharge Permit Ownership/Name Change (FORM: NDPONC
06-16) application.
❑ The Existing Permittee's Certification shall be signed in accordance with 15A NCAC 02T .0106(li). Per 45A NCAC 02T
.0106 c , an alternate person may be designated as the signing official if a delegation letter is provided from a person who
meets the criteria in 15A NCAC 02T .0106(f).
❑ The Applicant's Certification shall be signed in accordance with 15A NCAC._02T .0106(b): Per 15A NCAC 02T .0106(c), an
alternate person may be designated as the signing official if a delegation letter is provided from a person who meets the criteria
in 15A NCAC 02T .0106(b).
B. E ' ting Permit (All Applications):
p�Submit a copy of the most recently issued permit.
C. Property Ownership Documentation (All Applications):
➢ Per 15A NCAC 02T..0504(f i; 15A NCAC 02T .0604(e), 15A NCAC 02T .0704(f), 15A NCAC 02T .0804, 15A NCAC 02T
.1004 d 15A NCAC 02T .1104(du7), 15A NCAC 02T_.1104(e)(5); 15A NCAC 02U .0201(e) or 15A NCAC 02U .0202(()-,
the Applicant shall demonstrate they are the owner of all pertpwntoming-Lbr non -discharge system facilities:
lr Legal documentation of ownership (i.e., GIS, deed article o_ f incorporatio�i), or
,V (C Written notarized intent to purchase agreement signed, y o, par ees wit . a plat or survey map, or
,p�] Written. notarized lease agreement that specifically indicates the intended use of the property and has been signed by both
parties, as well as a plat or survey map. Lease agreements shall adhere to the requirements of 15A NCAC 02L .0107.
D. Certificate of Public Convenience and Necessity (All Applications where the Applicant is a Privately -Owned Public Utility):
N.
Per 15A NCAC 02T .0115(a)(1), provide one copy of the Certificate of Public Convenience and Necessity from the North
aFCarolina Utilities Commission demonstrating the Applicant is authorized to hold the utility franchise for the area to be served
y the non -discharge system.
E. Operational Agreements (All Applications where the Applicant is a Home/Property Owners' Association or Developer of lots to
be sold):
➢ Home/Property, Owners' Associations
\❑ Per 15A NCAC 02T .0115(c), submit an original properly executed Operational Agreement (FORM: HOA).
❑ Per 15A NCAC 02T .0115(c), submit an original proposed or approved Articles of Incorporation, Declarations and By-
laws.
Developers of lots to be sold
❑ Per 15A NCAC 02T .0115(b), submit an original of the properly executed Operational Agreement (FORM: DEV):
F. Operation and Maintenance Agreement (All Applications for Single -Family Wastewater Irrigation Systems):
EhPer 15A NCAC_02T_.0604(h), submit an original of a notarized Operation and Maintenance Agreement (FORM: SFRWW_ _IS
Q&M:d that has been signed and dated by all deeded property owners.
THE COMPLETED APPLICATION AND SUPPORTING DOCUMENTATION SHALL BE SUBMITTED TO:
NORTH CAROLINA DEPARTMENT, OF ENVIRONMENTAL QUALITY-- EDACDEQ/D1NR
DIVISION OF WATER RESOURCES
WATER QUALITY PERMITTING SECTION FEB 2 1 2018
NON -DISCHARGE PERMITTING UNIT
Non -Discharge
By U.S. Postal Service: By Courier/Special D ic�i drt+tting Unit
1617 MAIL SERVICE CENTER 512 N. SALISBURY ST.
RALEIGH, NORTH CAROLINA 27699-1617 RALEIGH. NORTH CAROLINA 27604
TELEPHONE NUMBER: [phone]
FAX NUMBER: [phone]
INSTRUCTIONS FOR FORM: NDPONC 06-16 & SUPPORTING DOCUMENTATION Page 1 of 1

State of North Carolina
Department of Environmental Quality
R )_ _ Division of Water Resources
~` -`i= AC NON -DISCHARGE PEPZVM OWNERSHIPINAME CHANGE
Division of Water Resources FORM: NDPONC 06-16
L EXISTING PERNIIT'I'EE INFORMATION:
1. Permittee's name: Smithfield Farmland Corte' oration - Tar -Heel Division
2. Signature authority's name: Kyle Narron per 15A NCAC 02T .0106(b) Title: General Manager
3. Permittee's mailing address:.PO_Box 99
City: Tar Heel State: NC Zip: 28392-
4. Permittee's contact information: Phone number: (Z 862-2675 Email Address: [e-mail]
.5. Demonstration of historical consideration for permit approval —15A NCAC 02T .0120:.
Has the Permittee or any parent, subsidiary or other affiliate exhibited the following?
a. Has been convicted of environmental crimes under Federal law or G.S. 143-215.613? ❑ Yes or 9 No
b. Has previously abandoned a wastewater treatment facility without properly closing that facility? ❑ Yes or ® No
c. Has unpaid civil penalty where all appeals have been abandoned or exhausted? ❑ Yes or ® No
d. Is non -compliant with an existing non -discharge permit, settlement agreement or order? ❑ Yes or ® No
e. Has unpaid annual fees in accordance.with 15A NCAC 02T .0105(e)(2")7 ❑ Yes or ®No
II. FACILITY INFORMATION:
1. Facility -name: Smithfield Fresh Meats Corp.
2. Facility's physical address:. 15855 Highway 87 West
City: Tar Heel State: NC "Zip: 28392- County: Bladen
III. PERMIT INFORMATION: tq$le(3
1. Existing permit number: WQ00+6992' and most recent issuance date: July 22: 2014
2. Existing permit type: Land Application of Residual Solids (503 Exempt) .
3. Reason for the permit application: Change of Ownership
4. Has the facility been constructed? ® Yes or ❑ No
IV. APPLICANT INFORMATION:
1. Applicant's name: Smithfield Fresh Meats Coro:.
RECEIVEDINCDEO"D R
FEB B 1 2018
Non -Discharge
Permitting Unit
2. Signature authority's name: Donovan Owens per 15A NCAC 02T .0106(bT Title: General Manager,
3. Applicant's mailing address: PO Box 99.
City: Tar Heel State: NC Zip: 28392-
4. Applicant's contact information: Phone number: 910 .862-7675 Email Address: [e-mail]
5. Demonstration of historical consideration for permit approval —15A NCAC 02T .0120:
Has the Applicant or any parent, subsidiary or other affiliate exhibited the following?
a. Has been convicted of environmental crimes under Federal law or G.S. 1437215.613? ❑ Yes or ® No
b. Has previously abandoned a wastewater treatment facility without properly closing that facility? ❑ Yes or ® No.
c. Has unpaid civil penalty where all appeals have been abandoned or exhausted? ❑ Yes or ® No
d. Is non -compliant with an existing non -discharge permit, settlement agreement or order? ❑ Yes or ® No
e. Has unpaid annual fees in accordance with 15A NCAC 02T .0105(e)(2')? ❑ Yes or ® No
FORM: NDPONC 06-16 Pagel of2

Existing Permitt``eQ�e's Certification per 15ANCACO2T .0106(b);
I, kLi� -. _r Q90 tJ , G'e ��1�'1' '� attest that this application for
(Signature Authority's name & title from Application Item I.2.)
SM �tH C=_ t �_ �AQ1VlU�9 _ �o,(�-Po((���N ��A2 �1�- 0�J ►Sc a c�
(Facility name from Application Item H.1.)
has been reviewed by. me and is accurate and complete -to the best.of my knowledge. .I understand that prior to reissuance of the permit
into the Applicant's name, any discharge of wastewater from this non -discharge system to surface waters or the land will result in an
enforcement action that may include civil penalties, injunctive relief, and/or criminal prosecution. I will make -no claim against the
Division of Water Resources should a condition of the existing permit be violated. I -also understand that if all required parts of this
application package are not completed and that if all required supporting information and attachments are not included, this application
package will be returned as incomplete. I further certify that the existing Permittee or any affiliate has not been convicted of an
environmental crime, has not abandoned a wastewater facility without proper closure, does not have an outstanding civil penalty where
all appeals have been exhausted or abandoned, are compliant with any active compliance schedule, and do not have any overdue annual
fees per 15A NCAC 02T .0105(e'1,
NOTE — In accordance with General Statutes 143-215.6A and 143-215.6B, .any person who knowingly makes any false statement,
representation, or certification in any:application package shall be guilty of a Class 2 misdemeanor, which may include a fine not to
exceed $10,000 as wellascivil penalties up to $25,000. per violation.
Signature: Date' . 2' QO LGO
Applicant's Certification per 15A NCAC 02T .0106(b)':
I, Igo �oqw OWE NS t,: �C N ���— ��_ �� attest that this application for
(Signature Authority's name & title from Application Item IV.2.)
�Tta �E�D sN %C-" ( oU
(Facility name from Application Item II.1.)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that after reissuance of the permit
into the Applicant's name, any discharge of wastewater from this non -discharge system to surface waters or the land will result in an
enforcement action that may include .civil penalties,. injunctive relief, and/or criminal prosecution. I will make no claim against the
Division of Water Resources should a condition of this permit be violated. I also understand that if all required parts of this application
package are not completed and that if all required supporting information and attachments are not included, this application package
will be returned to me as incomplete. I further certify that the Applicant or any affiliate has not been convicted of an environmental
crime, has not abandoned a wastewater facility without proper closure, does not have an outstanding civil penalty where all appeals have
been exhausted or abandoned, are compliant with any active compliance schedule, and do not have any overdue annual fees per 15A
NCAC 02T .0105(e).
NOTE — In accordance with General Statutes 143-215.6A and 143-215.6B, any person who knowingly makes any false statement,
representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which. may include a fine not to
exceed $10,000 as well as ci ' ,penalties u ' to $25,000 per violation. /
Signature: Date: ` � e
FORM: NDPONC 06-16 Page 2 of 2

Weaver, Tim
From: Harris, Robert.
Sent: Tuesday, February 06, 2018 9:13 AM
To: Weaver, Tim
Subject:. FW: Legal docs name. change
Attachments:. image004.jpg; ATT00001,.htm; imagb004.jpg; ATT00002.htm; FEIN Smithfield. Fresh Meats
Corp.pdf;.ATT00003.htm; W9 w 200 Commerce.Str address.pdf, ATT00004.htm
From: Bailey, Keith
Sent: Monday, January 08, 201812:50 PM
To: Harris, Robert <[e-mail]>; Bowen, Frederick <[e-mail]>; Prentice, Charlie
<[e-mail]>; Strong, Kerry B. <[e-mail]>; McAuley, Pam <[e-mail]>;
Barnett, Joseph W. <[e-mail]>; Park, Christy <[e-mail]>; Meyer, Johr
<jwmeyer@sm ithfield.com>
Subject: Fwd: legal dots name change
See federal tax ID number below.
Keith Bailey _
Smithfield Foods Inc:
757 613 1283.
Begin forwarded message:
From: "Saunders, Kelly" <ksaunders as thfield.com>
Date: January 8,-2018 at 12:41:00 PM EST
To: "Bailey,. Keith" <kbailev ri.smithfield.com>
Cc:: "Meyer, John" <Jy meyer@smithf ie1d.C-O-M>
Subject: RE: Legal dots name change
Smtthfield Fresh. Meats Corp�tax id number is 30-1010290_ .
Smithfield Packaged Meats'Corp. tax id number is 36-2332471
Kelly N. Saunders
Paralegal -
1

11/28/2017 11:01:43 AM -0600 IRS
PANE 2 OF 2
'IN Department of the Treasury
Internal Revenue Service
Ogden, LTI' 84201
SMITHFIELD FRESH MEATS CORP
4225 NAPERVILLE RD STE SW
LISLE IL 60532
Taxpayer Identification Number: 30-1010290
Form(s):
Dear Taxpayer:
In reply refer to:
Nov 29; 2017
30-1010290
Thank you for your telephone inquiry of November 29th, 2017.
0248865240
LTR 147C
Your Employer Identification Number (EIN) is 30.1010290. Please keep this -letter in your
permanent records. Enter your name and your EN on all business federal tax forms and on
related correspondence.
If you have any questions regarding this letter, please call our Customer Service Department at
1.800.829.0115 between the hours of 7:00 AM and 10:00 PM. if you prefer..you may write to us
at the address shown at the top of the first page of this letter: When you write, please include a
telephone number where you may be reached and the best time to call.
Sincerely,
Ms. Norman
1000739068,
Customer Service Representative

Delaware
The First State
I, JEFFREY W. BDLLOCN, SECRETARY OF STATE OF TBE STATE. OF
DELAMM, DO BEREBY CERTIFY THE ATTACBED IS A TRDE AND CORRECT
COPY OF THE CERTIFICATE OF ZNCORPORATION OF "Off =FXEZD FRESH
!EATS CORP.-, FILED IN THIS OFFICE ON THE SXZTH DAY OF
NODF2MZR,. A.D. 2017, AT 2:27 O'CLOCK P.N.
Page 1
AND I DO HEREBY FI7RTHER CERTIFY THAT TBE EFFECTIVE DATE OF
2W AFORESAID CERTIFICATE OF INCORPORATION ZS THE lXGKTH DAY OF
NOVEl03ER, A.D. 2017 AT 12:01 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN'IORWARDED TO TBE
NEW CASTLE COUNTY RECORDER OF DEEDS.
p... DL:`
W.D
f•••iii•I �•
6605607 8100 �,•:.. '< r.•�'�?
SR# 20176947282`"�'��
You may verify this certificate online at corp.delaware.gov/authver•shtml
�.rn.y w, wocti s�a.ury a sup.
Authentication: 203529372
Date: 11-07-17

State of Delaware
Secretary of State
DMa of corporadons
Delh end, 02.27 PSI 1110612017
FILED 02:27PNI110612017 CERTIFICATE OF INCORPORATION
SR 20176947282 = FdeNumber 6605607
OF
SNIITHFIELD FRESH MEATS CORP,
ARTICLE FIRST
The Heine of We corporation is Smithfield Fresh Meats Corp. (the "Corporation'l,
ARTICLE SECOND
The address of the Corporation's Registered Office is the State ofDelaware is 1209 Orroge-
Steeet; Corporation Trust Center, in the City of Wilmington, County of New Castle, State of
Delaware, 19801. The name of the Registered Agent at such address is The Corporation Trust
Company,
ARTICLE THIRD
The purpose of the Corporation is to engage in. any lawful act or activity for which
corporations may be organized under the General Corporation -Law of Delaware, but the
Corporation is not formed to engage in any act or activity requiring the consent or approval of any
state or federal official, department, board, agency or other body without such consent or approval
first being obtained
ARTICLB FOURTH
The total number of shares of capital stock of the Corporation which the Corporation shall
have authority to issue is 1,000 shares, with no per value.
ARTICLE FU rM
A. The business and dhirs of the Corporation shall be managed by or under the
direction of a board -of directors (the "Board'), except as may be otherwise provided in the
Delaware General Corporation Law or in this Certificate of Incorporation. If any such provision
is made in this Certificate of Incorporation, the powers and duties conferred or imposed.upon the
Board by the Delaware General Corporation law shall be exercised or performedto such extent
and by such person or persons as shall be provided for in this Certificate of Incorporation.
B. Unless and except to the extent that the Bylaws of the Corporation shall be so
required, the election of directors of the Corporation need not be by written ballot,

ARTICLE SIXTH
The name and mailing address of the incorporator is:-
Michael H. Cole
e% Smithfield Foods, Inc.
200 CflmmerceStreet
Smithfield,'Virginia23430 - -
ARTICLE SEVENTH
The Board is expressly authorized to makc,-alter or repeal'Bylaws of.the Corporation but
the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether adopted
by them or otherwise.
ARTICLE EIGHTH
Whenever 4 compromise or arrangement' is' proposed between the Corporation and its.
creditors or any class of them and/or betikeen.the. Corporation. and its stockholders or any class of
them, any court of equitable jurisdiction within.the State of -Delaware may, on the application in a .
summary -way of the Corporation or of any creditor or stockholder thereof, or on the application
of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of
the Delaware General -Corporation Law or on the application of trustees. in dissolution or of any
receiver or receivers appointed for the Corporation under the -provisions of Section 279 of the
Delaware General Corporation Law order a meeting of the creditors or class of creditors, and/or
of the stockholdem'or class of stockholders of the,Corporation, as the msp maybe, to be summoned
in such meonner as the said court directs. If a majority in number representing three-fiourths (3/4) -
in value of the creditors or class.of creditors, and/or ofthe stockholders or class of stockholders of
the ,Corporation, as the case may. be, agree to, any, compromise or arrangement and to any
reorganization of the Corporation as a consequcnce of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall; if sanctioned by the court to which
the said application has.been made, be binding on all the creditors or class of creditors, and/or on
all. the of the stockholders or class of stockholders, of the Corporation; as the case may be, and also
on the Corporation.
ARTICLE NINTH
No. director of. the Corporation shall be liable to the. CorpoiYdon or itsstockholders for
monetary damages for breach or breaches of fiduciary duties .as a director, provided- that the
provisions of this article shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in goodfaith or which involve intentional.misconduot or a knowing violation of the law, (ill) under
Section 174 of the Delaware General' Corporation Law, or (iv) for any. transaction for which the.
director derived an improper personal benefit. -The Corporation shall, to the fullest extent permitted.
by Section 145 of the Delaware General Corporation Law, as the same may hereafter be amended
iel

or supplemented, indemnify any and all directors,, officers, employees and agents of the
Corporation whom it shall have power to indemnify under such Section from and against any and
all expenses (including attorneys' fees), Judgments, fines, amounts paid in settlement and other
liabilities in respect of all matters referred to in or covered by such Section. The indemnification
provided for herein shall not be deemed exclusive of any other rights to which ihoso indemnified
may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, and shall continue as to s person who has ceased to be a director, officer, employee or
agent and. shall inure to the benefit of the heirs, executors, administrators and personal
representatives -of such director, officer, employee or agent: No amendment to- or repeal of this
Article. NINTH shall apply to or have any effect on.the liability or alleged liability of any person
for or with respect to any acts or omissions of such person occurring prior to such amendment or
repeal.
ARTICLE TENTH
This Certificate of Incorporation shall be effective as of 12;01 a.m., Eastern Time, on
."November 8, 2017.
[Signature Page Follows]
3

IN WITNESS WHEREOF, I have signed this certificate of incorporation this Yd day of
November, 2017.
Michael H, Cole
Incorporator
[Signature Page to Smithfield Fresh Meats Corp. Certykate oflncorporadon]
4

Water Resources
ENVIRONMENTAL QUALITY
7ebruary, 21, 2018
DONOVAN OWENS — GENERAL MANAGER
SMITHFIELD FRESH MEATS CORP.
PO BOX 99
TAR HEEL, NORTH CAROLINA 28392.
Dear Mr. Owens:
ROY COOPER
Governor
MICHAEL S. REGAN
Secretary
LINDA CULPEPPER
Interim Director
Subject: Acknowledgement of
Application No. WQ0014868
Smithfield Fresh Meats Corp. RLAP
Residuals Management System
Bladen County
The Water Quality Permitting Section acknowledges receipt of your permit application and
supporting documentation received on February 21, 2018. Your application package has been assigned the
number listed above, and the primary reviewer is Troy Doby.
Central and Regional Office staff will perform a detailed review of the provided application, and
may contact you with a request -for additional -information. To ensure maximum efficiency in processing
permit applications, the Division of Water Resources requests your assistance in providing a timely and
complete response to any additional information requests.
Please note that processing standard review permit applications may take as long as 60 to 90 days
after receipt of a complete application. If you have any questions, please contact
Troy Doby at [phone] or [e-mail]:
Sincerely,
rcr�u
Nathaniel D. Thornburg, Supervisor'
Division of Water.Resources
cc: Fayetteville Regional Office, Water Quality Regional Operations Section
c,.�Pern itFile WQ00.1, 68�-
. !`--"'Nothing Compares:---..
State of North Carolina I Environmental Quality I Water Resources I Water Quality Permitting I Non -Discharge Permitting
1617 Mail Service Centers Raleigh, North Carolina 27699-1617
919-807-6332

Water Resources
ENVIRON14ENTAL QUALITY
March 5, 2018
Donovan Owens - General Manager
Smithfield Fresh Meats Corp.
Post Office Box 99
Tar Heel, North Carolina 28392-0099
ROY COOPER
Governor
MICHAEL S. REGAN
Secretary
LINDA CULPEPPER
Interim Director
Subject: Application No. WQ00010892.and
WQ0014868
Additional Information Request
Tar Heel Plant
Reclaimed Water System
and
Smithfield. Fresh Meats Corp. RLAP
Residuals Management System
Bladen County
Dear Mr. Owens:
Division of Water Resources' Central ,and Regional staff has reviewed the application package received
February 21, 2018. However, additional information is required before the review may be completed.
Please address the items below no later than the close of business on April 4, 2018.
1. According to Bladen County GIS, the owner of the property the residuals facility is located is Smithfield
Farmland Corp. and not Smithfield Fresh Meats Corp. (PIN: 035600822686) There is not anything in
the incorporation .papers to tie Smithfield Fresh Meats Corp. and Smithfield Farmland Corp. together.
If there is an updated deed or an indication of the tie between the two corporations, please provide one.
2. According to 15A NCAC 02T .0106(b), the President or Vice -President shall sign the form or else
designate by a letter or the attached form another to represent the company. Please provide a letter or
the attached form signed by the President or Vice -President of Smithfield Fresh Meats Corp.
Please be aware that you are responsible for meeting all requirements set forth in North. Carolina rules and -
regulations. Any oversights that occurred in the review of the subject application package are still the
Applicant's responsibility. -In addition, any omissions made in responding to the outstanding items above,
or failure to provide the additional information on or before the above requested date may result in your
application being returned as incomplete.
Please reference the subject application number when providing the requested information. All
documentation shall be signed, sealed and dated (where needed). You may email a copy to me.
If you have any questions regarding this request, please do not hesitate to contact me at [phone] or
[e-mail]. Thank you for your cooperation.
-_-'>' Nothing Compzms
State of North Carolina I Environmental Quality I Water Resources I Water Quality Permitting I Non -Discharge Permitting
1617 Mail Service Center I Raleigh, North Carolina 27699-1617
919-807-6332

Mr. Donovan Owens
March 5, 2018
Page 2 of 2
Sincerely,
1
Troy Doby, PE, Engineer
Division of Water Resources
cc: Fayetteville Regional Office, Water Quality Regional Operations Section (Electronic Copy)
� Permit Application File WQ0014868

,. ,
!Hater Resourres
&NVIROf0WFUTAL ®UAWTV
Donovan Owens — General Manager
Smithfield Fresh Meats Corp.
Post Office Box 99
Tar Heel, North Carolina 28392-0095
Dear Mr. Owens:
ROY COOPER
Governor
MICHAEL S. REGAN
seeretar).
LINDA CULPEPPER
Interim Director
Subject: - p ca n N : WQ00010892 and
(WQ0014868
Additiona ' ormationRequest
Tar Heel Plant
Reclaimed Water System
and
Smithfield Fresh Meats Corp. RLAP
Residuals Management System
Bladen County
Division of Water Resources' Central: and Regional staff has reviewed the application package received
February 21, 2018. However, additional information is required before the review may be completed.
Please address the items below no later than the close of business on April 4, 2018.
1. According to Bladen County GIS, the owner of the property the residuals facility is located is Smithfield
Farmland Corp. and not Smithfield Fresh Meats Corp. (PIN: 035600822686) There is not anything in
the incorporation papers to tie Smithfield Fresh Meats Corp. and Smithfield Farmland Corp. together.
If there is an updated deed.or an indication of the tie between the two corporations, please provide one.
2. According to I SA NCAC 02T .0106(b), the President or Vice -President . shall sign the form or else
designate by a letter or the attached form another to represent the company..Please provide a letter or
the attached form signed by the President or Vice -President of Smithfield Fresh Meats Corp.
Please be aware that you are responsible for meeting all requirements set forth in North Carolina rules and
regulations. Any oversights that occurred in the review of the subject application package are still the
Applicant's responsibility. In addition, any omissions made in responding to the outstanding items above,
or failure to provide the additional information on or before the above requested date may result in your
application being returned as incomplete.
Please reference. the subject application number when providing the requested information. All
documentation shall be signed, sealed and dated (where needed). You may email a copy to me.
If you have any questions regarding this request, please do not hesitate to contact me at [phone] or
[e-mail]. Thank you for your cooperation.
- --"—Nothing Compares"' .
State ofNorth Carolina I Enviroantental Quality I Water Resources I Water Quality Pertninmg I Non-Diccbarge Permitting
1617 Mail Service Center I Raleigh, North Carolina 27699-1617
919-807-6332

Mr. Donovan Owens
March 5, 2018
Page 2 of 2
Sincerely,
Or Yi
Troy Doby, PE, Engineer
Division of Water Resources
cc: Fayetteville Regional Office, Water Quality Regional Operations Section .(Electronic Copy)
Permit Application File WQ0014868 .

State of North Carolina
F j �1t'. Department of Environment and Natural Resources
: 1 j Division of Water Resources
NON -DISCHARGE SIGNATURE DELEGATION AUTHORLETTER
Dlvlsion of Water Resources . AUTHORITY' LETTER
NDSDAL 09.15
April 309 2018
DIVISION OF WATER RESOURCES
NION-DISCHARGE PERMITTTNGUNIT
1617 MAIL SERVICE CENTER
RALEIGH, NORTH CAROLINA 27699.1617
Subject: Permitting Signature Authority
To Whom It May Concern:
As an appropriate signing official for. Smithfield Fresh Meats Corp. (APPltcant /Permittee) as designated
by 15A NCAC 02T .0106, 1 hereby delegate authority to sign and certify all pem»t applications, reports
or other permit related. documents to the following staff for the following permit types (i.e., wastewater
irrigation, residuals management, reclaimed water, etc.) andlor permit numbers:
Position Person Currently in Position Permit Type / Permit Number
General Managerr Donovan Owens WQ0014868
If you have any questions, please contact me at the following.
PermittedApplicant name: lK o Norm .
Title:. Vice P.tesident
Complete mailing address: PO Box 99
City: Tar Heel State: NC Zip; 28392
Telephone number: ($UO 862-1§1_S Email: l:narron!aastnithfteld.00m
Sincerely,
FORM: NDSDAL 09-15 Page I of I

Harris, Robert
From: Saunders, Kelly
Sent: Tuesday, May 01. 201810:15 AM
To: Harris, Robert
Cc: Bailey, Keith
Subject: Smithfield Fresh Meats Corp Permits
Attachments: Smithfield Farmland Corp. -DE -Merger- (Discontinuing Company) EFFECTIVE 12-31-2017.pdf; Contribution Agreement SPMC to SFMC
(Facilities DCs PPH)12-31-2017.PDF; Smithfield Fresh Meats Corp-DE-Incorporation.pdf; W-9 Smfd Fresh Meats Corp.pdf
Robert,
Per our telephone conversation; please find the attached and note the following:
• Smithfield Farmland Corp. no longer exists and merged into Smithfield Packaged Meats Corp. dropping the packaged assets into Smithfield Packaged
Meats Corp.
• We contributed the fresh assets from Smithfield Packaged Meats to the new entity Smithfield Fresh Meats Corp.
o See attached Contribution Agreement
o Certificate of Incorporation
o W9
Please let me know if you need anything further. Thank you.
Kelly N. Saunders
Senior Paralegal
[phone] tel
[phone] fax
[phone] mobile
[e-mail]
SmitbAeK
Good food.'Rcspo�.eib(�"
Smithfield Foods
260 Commerce Street
Smithfield, VA 23430
www.smithfieldfoods.com

Jaw -axe,
Pagel
The First Stato
Z, JEFF1tEY W. -BULLOCK, SECRETARY OF .STATE OF THE STATE OF
DELAWARE, DO 1EREBY CERTIFY MW ATTACHED ZS A TRUE AND'CORRECT
COPY OF TBE CERTZFZCATS OF MERGER, WHZCH .MERGES:
"SMZTHFZELD FAPJU.AND- CORP; ", A DEI.AMILRE .CORPORATION,
WZT6 AND INTO "SNZTHFZELD PACKAGED MEATS CORP." UNDER THE
NAME OF "SMZTRPZZLD PACKAGED MEATS CORP.", A'CORPORATION
ORGANZ2ED AND EXISTING UNDER TAB LAWS OF TSE STATE OF DELAWARE,
AS RBCEZVSD AND FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF
DECPMER, A.D. 2017, AT 12:06 O'CLOCK P.M.
AND I DO jREBY FORTRER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF 11IIERGER ZS THE THIRTY—FIRST DAY OF
DECENBER, A.D. .2017 AT 22 : 49 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTES COUNTY RECORDER OF,DENDS.
668116- S100M *; J
SR# 20117596218 '
You may verify this certificate online at corp.delaware.gov/authvershtml
�,,rm.rKnru.ea.s�.gr.rune
Authentication: 203770797
-Date:12-15-17

State at Delman
Secretan' of State
Dhisbn of Corporations
CERTIFICATE OF MERGER Delfty d 12:06 FAA 12115a017
FILED 12:06 BI1245,R017
FOR THE MERGER OF SR 20177596218 FOe Number 669116
SMITIMELD FARMLAND CORP.
WITH AND INTO
SMTHFIELD PACKAGED MEATS CORP.
'Pursuant to Thlb 8, Section 251(c) of the Delaware 'General Corporation Law,. the undersigned
corporation: executed the following Certificate'of Merger:
FIRST:
The name of the surviving. corporation is Smithfield Packaged Meats Corp., a
Delaware corporation (the "Surviving Corporation'), and the nanie --of the
corporation being merged.into .this Surviving Corporation is Smithfield Farmland '
Corp., a Delaware corporation.
SECOND:
The Agreement and Plan of Merger has been approved, adopted, certified, executed
and acknowledged by each of the constituent corporations.
THIRD:
The name oftht; Surviving Corporation shall he Smithfield Packaged Meats Corp.,
a Delaware corporation.
rp
FOURTH:
The Certificate ofIncorpondion ofthe Surviving Corporation shall be its Certificate
of Incorporation.
FIFTH:
The merger is to become effective on December 31, 2017 at -1149 p:m.
SIXTH:
The Agreement and Plan of Merger is on -file at 200 Commerce Street, Smithfield,
VA 23430, the place ofbusiness of the Surviving Corporation.
SEVENTH:
'A copy of the Agreement and Plan of Merger will be furnished by the Surviving
Corporation on request, without cost; -to any stockholder of the constituent
corporations.
[Signature Page Follows]
95856713

"gw*bs v luOPEsoYA aaiA :alb
• AIoo 'H joeq*jW.:au X
WOO
ssv�wt a����a az�ra�rr,�;s
'b 109 P*q*?OQ3o se JOOUJO pazIll4ril A[nP SIr,Cq to#now aq 61 pliaN
3o area � pain" sue{ uo}lgaa6 gRAIA.MS # 'a�O�I �M .SS�ATZTA6!�'x•

CONTRIBUTION AGREEMENT
This.Contribution Agreement (this "Agreement") is entered into with an effective date and
time of 11:51 p.m., Eastern Time, on December 31_, 2017-(the "Effective Time") by and between
Smithfield Packaged :Meats Corp., -a Delaware corporation (the "Contributing Party"), and.
Smithfield Fresh Meats Corp., a Delaware corporation (the "Subsidiary"). - .
RECITALS
A. As of the Effective Time, the Contributing Party is the sole stockholder of the
Subsidiary.
B: Prior to the Effective Time, the Contributing Party-(i) directly owns all of the issued
and outstanding membership interests (the "Interests") of Premium Pet Health, ILLC, a.Delaware
limited liability company ("PPH"), and (ii) is the record and beneficial owner of those certain
distribution centers, fresh meat -plants and fresh meat assets, properties and contract -rights listed
on Exhibit A attached hereto (collectively, the "Contributed Assets").
C. Prior to the Effective Time, PPH may hold certain liabilities and payables owed by
the Contributing Party, and by certain of its subsidiaries that are disregarded as separate from the
Contributing Party for U.S. federal income tax purposes ("DREs"), to: PPH (the "PPH
Receivables"), including, for the avoidance of doubt, liabilities and payables acquired or assumed
by, or otherwise transferred to, the Contributing,Party (i) in connection with the merger of each of
Stefano -Foods, Inc., Smithfield Global Products, Inc. and Smithfield Farmland Corp. with and into
the Contributing Party, and (ii) pursuant to the Distribution Agreement entered into by and between
the Contributing Party and Armour-Eckrich Meats LLC dated as of October 29, 2017.
D. ' Prior to the Effective Time, PPH may also hold certain liabilities and payables (the
"PPH Payables") owed to Smithfield Foods, Inc., the Contributing Party and certain of their direct
and indirect subsidiaries (collectively, "Smithfield").
E. The Contributing Party has agreed to contribute the Contributed Assets to the
Subsidiary in accordance with the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
ARTICLE I
TRANSACTIONS
1.1 Pre -Contribution Assignments
(a) Distribution and Acceptance. Immediately prior to the Effective Time, PPH
hereby distributes, assigns, conveys and delivers to the Contributing Party all of PPH's right, title
and interest in and to.any and all PPH Receivables,and the Contributing Party hereby accepts such
96179629

distribution, assignment, conveyance and delivery of such PPH Receivables, the composition and
amount of which is to be determined immediately prior to the Effective Time (the "Distribution").
(b) Assum ,motion. Immediately prior to the Effective Time,. the Contributing
Party assumes any and all PPH Payables; the composition and amount of which is to be determined
immediately prior to the Effective Time.
1.2 Contribution.
(a): -Contribution and Acceptance. Effective as of the Effective Time, the
Contributing Party hereby assigns, transfers, conveys and delivers to the Subsidiary, and the
Subsidiary hereby accepts the assignment, transfer, conveyance and delivery of, the Contributed
Assets, and assumes the related obligations, as a contribution to the capital of the Subsidiary (the
"Contribution').
(b) Excluded Assets. The parties hereby acknowledge and agree that the
Contributing Party owns certain assets and properties in addition to the Contributed Assets
(collectively, the "Excluded Assets"), and that the Excluded Assets are being retained by -the
Contributing Party and are not being contributed or transferred as part of the Contribution.
(c) Acknowledgment of Relationship. The parties hereby acknowledge and
agree that the Contributing Party is the .sole stockholder of the Subsidiary and that, as such, the
Contributing Party is the holder of 100% of the outstanding.stock of the Subsidiary.
(d) General. Renresentations, and. Warranties of the Contributing Party. The
Contributing Party hereby makes the following representations and "warranties fo the Subsidiary as
of the Effective Timer (i) the Contributing Party has the capacity and full authority to enter into
this Agreement and to perform the obligations of the Contributing Party under this Agreement;
and (ii) the Contributing Party has not made, and has not contracted for, any assignment, sale,
exchange or other transfer of the Contributed Assets -or any portion of them (other than as set forth
in this Agreement).
1.3 Related Actions and Further Assurances.
(a) Related Actions. On and after the Effective Time, and after giving due
regard to subsections (b) and (c) immediately below, each party shall promptly take such actions
as may be reasonably requested in writing by the other party (including, without limitation, the
execution of additional agreements, instruments or documents) for the purpose of evidencing or
effectuating the transactions contemplated by this Agreement (the "Related Transfer Actions").
(b) Specific Actions. Without limiting the scope of the Related Transfer
Actions, the parties specifically acknowledge and agree as follows: (i) if any Contributed Asset is
real property, the parties shall execute a mutually satisfactory deed for the conveyance of such real
property from the Contributing Party to the Subsidiary and shall cause such deed to be recorded in
compliance with applicable law; and (ii) if any Contributed- Asset is evidenced by a necessary
instrument of title (other than real property), the parties shall execute appropriate and mutually
satisfactory documentation for the transfer of such title, and shall cause such documentation to be
filed or recorded, as applicable, in accordance with applicable law.
-2-
96179629

(c) No Other instruments of Transfer. The parties acknowledge and agree that,
except as required by subsection (b) immediately above with respect to any real property and any
property evidenced by a necessary instrument of title,. their mutual execution and delivery of this
Agreement shall be sufficient to evidence and effectuate the Contribution, and. the parties shallnot
require any separate or additional .instrument of transfer in connection with the Contribution.
Notwithstanding the above, an additional instrument of.transf6r with respect to the Contribution
may be executed and delivered with the mutual consent of both the Contributing Party and the
Subsidiary (with the.understanding that each such party, in such party's sole discretion, may grant
or withhold any such consent).
1.4 Governing Law and Amendment. -
(a) Governing. Law.` The laws of the State of Delaware (without regard to those
laws involving conflicts or choice of law) shall govern this Agreement and all matters that. relate
to its interpretation or enforcement.
(b) Amendment. Amendments to this Agreement shall not be binding, valid or
enforceable unless they are approved in writing by authorized officers of, each of the parties.
1.5 Other General Matters.
(a) Disregarded- Transfer. It is the.intention of the Contributing Party, PPH,
and the Subsidiary that the Pre -Contribution Assignments be disregarded for U.S. federal income
tax purposes.
(b) Section 351 Transfer. It is -the intention of the parties that the transfer of any
property (within the meaning of section 351) pursuant to Contribution qualify as a transfer under
section 351 of the Internal Revenue Code of 1986, as amended.
(c) Miscellaneous. This Agreement shall be binding upon, and enforceable
against, the parties and all :of their permitted assignees and successors in title or interest. Captions
and Headings are used in this Agreement for convenience only and shall not affect its interpretation
or enforcement. Any.terms such as "hereby," "herein" and similar references shall be deemed to
refer to this: Agreement as a whole, rather than to any particular provision. Terms defined,in the
singular in this Agreement shall be deemed to include their respective plurals, and vice versa. Any
prior oral agreements with respect to the subject matter of this Agreement have been integrated
into this Agreement as deemed necessary by the parties and are superseded by this Agreement.
(d) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which shall constitute, when taken together, a single.
binding. instrument.
(Signotui a Page to Follow)
_3_
96170629

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives as ofthe Effective Time.
Contributing Party; Smithfield Packaged Meats Corp.,
a Delaware corporation
By: " " L
Name: Michael-H. Cole
Title: Vice President & Secretary
Subsidiary: Smithfield Fresh Meats Corp.,
a Delaware corporation
Name: Michael H. Cole
Title; Vice President & Secretary
[SIGNATURE PAGE To SPMCISFMC CONTRIBUTION AGREEMENT]

Exhibit A
Contributed Assets
Contracts related to fresh meats, fresh meats customer lists and other intangibles related to fresh
meats.
Fresh Meats Plants
Smithfield, VA (formerly PPH)
Denver, CO
Orange City, IA
Sioux City, IA
Tarheel, NC
Milan, MO
Salt Lake City, UT
Smithfield North, VA
Denison, IA
Crete, NE
Monmouth, IL
Clinton, NC
Distribution Centers
Clayton, NC
Newport News, VA
Crete, NE
Monmouth, IL
Exhibit A-1
96179629

D.eiawar.e-
The First State.
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF INCORPORATION OF "SMITHFIELD FRESH
MEATS CORP.", FILED IN THIS OFFICE ON THE SIXTH DAY OF
NOVEAdBER, A.D. 2017, AT 2:27 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF INCORPORATION IS THE EIGHTH DAY OF
NOVEMBER/ A.D. 20I7 AT 12:01 O'CLOCK A.M.
A FILED COPY OF THIS CZRTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COMVTY RECORDER OF DEEDS.
c��ra
6 ..
6605607 8100
SR# 20176947282
You may verify this certificate online at corp,delaware.gov/authvershtmi
Page 1
x*erw �u�en su.nnraeam
Authentication: 203529372
Date:11-07-17
0

Slate of Delaware
Seerolan of sate
Dirblos of Corpondoms .
Deihe 01:27 P11111064017
Fft.6D-021.17Pb111166:1017 CERTIFICATE OF INCORPORATION
SR 20176947282 • WKumber. 6605607
OF
SMITHFIELD FRESH MEATS CORP.
ARTICLE FIRST
The name of the corporation is Smithfield Fresh Meats Corp. (the "Corporation").
ARTICLE SECOND
The address ofthe Corporation's Registered Office in the State of Delaware is 1209 Orange
Street, Corporation Trust Center, in the City of Wilmington, County of New Castle,. State of
Delaware, 19901. The name of the Registered Agent at such address is The Corporation Trust
Company,
ARTICLE THIRD
The purpose of the Corporation, is' to engage in any lawful act or activity for which
corporations may be organized under. the General Corporation Law of Delaware, but the
Corporation is not formed to engage in any act or activity requiring the consent or approval of any
state or federal official, department, board, agency or other body without such consent or approval
first being obtained.
ARTICLE FOURTH
The total number of shares of capital stock of the Corporation which the Corporation shall
have authority to issue is 1,000 shares, with no per value.
ARTICLE.FIFTH
A. The business and affairs of the Corporation. shall be managed by or under the
direction of a board. of directors: (the -Board'), except as may -be otherwise, provided in the
Delaware General Corporation Law or in this Certifloate of Incorporation. If any such provision
is made in this Certificate of Incorporation,.the powers and duties conferred or imposed upon the
Board by the Delaware General Corporation law shall be exercised. or performed to such extent
and by such person or persons as shall be provided for in -thus Certificate of Incorporation.
B. Unless and except to the extent that the Bylaws. of the Corporation shall be so
required, the election of directors of the Corporation need not be by written ballot,
1

ARTICLE SIXTH
The name and mailing address of the incorporator is:
Ivfichael H. Cole
c/o Smithfield Foods, Inc.
200 Commerce Street
Smithfield, Virgm- la 23430
ARTICLE SEVENTH
The Board is expressly authorized to make, alter or repeal Bylaws of the Corporation but
the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether adopted
by them or otherwise,
ARTICLE EIGHTH
Whenever a compromise or arrangement is proposed between the Corporation and its
creditors or any class of them and/or between the Corporation and its stockholders or any class of
them; any court of equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof, or on the application
of any receiver or receivers appointed for.the Corporation under -the provisions of Section 291 of
the Delaware General Corporation Law or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of Section 279 of the
Delaware General Corporation Law order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of the Corporation, as the Drip may be, to be summoned
in such manner as the said court directs. If a majority in number representing three-fourths.(3/4)
in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of
the Corporation, as the case may, be, agree to any :compromise, or arrangement and to any
reorganization of the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by the court to which
the said application has been made, be binding on all the creditors or class of creditors, and/or on
all the of the stockholders or class of stockholders, ofthe Corporation, as the case may be, and also
on the Corporation:
ARTICLE NINTH
No director of the Corporation shall be liable to the Corporation or its stockholders for
monetary damages for breach or breaches of fiduciary duties as a director,. provided that the
provisions of this article shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of the law, (lil) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction for which the.
director derived an improper personal benefit. The Corporation shall, to the Most extent permitted
by Section 145 of the Delaware General Corporation Law, as the same may hereafter be amended

or supplemented, indemnify any and. all directors, officers, employees and agents. of die..
Corporation whom it shal l have power to indemnify under such Section from and. against any and
-all expenses (including attorneys' fees), judgments, fines, amounts paid in settlement and other.
liabilities in respect of all matters referred to in or.covered by such Section. The indemnif cation -
provided f6r herein shall not be deemed exclusive.of any other rights to which those indemnified
may be entitled under any bylaw, agreement, -vote of stockholders or disinterested directors, or
otherwise, and shall, continue as to a person who has ceased to be a director, officer, employee or
agent and shall -inure to the benefit of the heirs, executors, administrators and personal
representatives of such director, officer, employee or agent., No -amendment to or repeal. of this
Article NINTH shall epplyto or have any effect on -the liability or alleged liability of any person
for or with respect to any acts or omissions of such .person occurring prior to such amendment or
repeal,
ARTICLE TENTH
This Certificate of Incorporation shall be effectivces of 12:01 a.m.,. Eastern Time, on
November ll, 2017.
[Signature Page Follows]

IN WITNESS WHEREOF, I have signed this certificate of incorporation this 3d day of
November, 2017.
Michael I -I. Gale
Incorporator
[Signature Page to Smitiifteld Fresh Mears Corp. Ccrlykare of Incorporation]
4

i
�a�; Request for Taxpayer
rv,nr � Give Form to the
(Rev November 2017) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Intemal Revenue Semce ► Go to www.1rs.gov1ForntW9 for Instructions and the latest information.
1 Name (as shown on your -income tax return) Name is required on this line: do not leave this line blank
SMITHFIELD FRESH MEATS CORP
2 Business nomsidisragardod entity name, if different from above -
3 Chock appropriate box for federal tax classiheation or the person whose name is entered on line 1 Check only one of the ; 4 Exemptions (codes apply only to
in following seven boxes certain entities, not Individuals; see
instructions on page 3):
p ❑ Individuellsole proprietor or. 0 C Co+porabon ❑ S Corporation ❑Partnership ❑ TrusVestate
0w single member LLC Exempt payee code (if any) 5
lzl� : ❑ L imited liability company, Enter the tax classification corporation, S=S � corporation, P=Partnershrp) ►
p Note- Check the appropriate box in the line above for the tax classification of the single -member owner Do not cheek Exemption from FATCA reponing
LLC if the LLC is classified as a single -member Ll C that Is disregarded from the owner unless the owner of the LLC is - a another U.0 that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-memberLLC that code(d any) E
is disregarded from the owner should check the appropriate box for the tax classification of its owner
o ❑ Other (see instructions) ► r". s .a<o v> m. r•aa. wa ee r ► u s r
y S Address (number, street. and apt or suite no.) See instructions Aequestei's name and address (optional)
ro 200 COMMERCE STREET
e city; state, and ZIP code
SMITHFIELD. VA 23430
7 List account number(s) here (optionap
Taxpayer Identification Number'(iIN)'
Enter your TIN In the appropriate box. The TIN provided must match the name given on line 1 to avoid Social: security number
backup withholding. For Individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Instructions toe Part I, later. For other_ m _ FTTI�
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a FMTIN, later or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and EmllfoterirferittAcollon number -
Number To Give the Requester for guidelines on whose number to enter, T -
Under pertalliies of perjury; I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and.
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified rre that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined.below); and
4. The FATCA code(s) entered on this form (it any) Indicating that I am exempt from FATCA reporting Is correct.
Certification incbuctions. You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your lax return, For real estate transactions. item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement ORA), and generally. payments
other than interest and dividends, you are not required to sign the certification, but you must provide, your correct TIN. See the instructions for Part It, later.
vmytt Signature of
Here U.S. person ►
General Instri
&;V A Date ►
Section references are to the Internal Revenue Code unless otherwise
noted
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov1FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to life an
information reium with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return Examples of information
returns include, but are not limited to. the following
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
r Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U,S. person (including a resident
alien), to provide your correct TIN
If you do not return Form W-9 to the requester with a TiN, you might
be subject to backup withholding. Sae What is backup withholding,
later.
Cat No 10231X Form W-9 (Rev 11-2017)