WQ0011360_Additional Information_20190501

Barber, Jim
From: Kabat, Ashley M
Sent:' Friday, May 3, 2019 7:03 PM
To: .. Barber, Jim
Cc:, Thornburg, Nathaniel
-Subject: WQ0011360'- Tarheel Sanitation Trailer Wash - Additional Information
Attachments:. Tarheel Sanitation AddtlnfoReq Response 050119.pdf
Jim,
The additional information for Tarheel Sanitation Trailer Wash is attached. Also on Laserfiche: -
https://edocs.deg.nc.pov/WaterResources/O/doc/880659/Pagel.aspx?searchid=f5lc9ec3-de41-4e48-ac29-
1f384c25c925
Thanks,
Ashley M. Kabat
Environmental Engineer
Non -Discharge Permitting Unit
Department of Environmental Quality
[phone] office
[e-mail]
Office 640P
512 N. Salisbury St.
1617 Mail Service Center -
Raleigh, North Carolina 27699-1617
Email'correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.
i
From: Weston, Kevin [mailto:[e-mail]]
Sent: Wednesday; May 1, 2019 11:32 AM
To:,Kabat, Ashley M <[e-mail]>
Subject: [External] WQ0011360 - Tarheel Sanitation Trailer Wash - Additional Information Request f
Ashley,,
Attached is -a copy of the response to the Additional Information Request,letter dated April 8, 2019 for the Tarheel
Sanitation Trailer Wash, WQ0011360..The paper copies are in the mail. .
If you have further questions or need additional'information regarding this matter, please contact me..
1

Smithfield®
Good food. 'Raronib(t'
May 1, 2019
NCDEQ DWR
1617 Mail Service Center
Raleigh, NC 27699-1617
Attn.: Ashley Kabat, Environmental Engineer
Subject: Application No. W00011360
Additional Information Request
Tarheel Sanitation Trailer Wash
Wastewater Irrigation
Bladen County
Dear Ms. Kabat,
M. Kevin Weston
Sr. Environmental Compliance Technical Specialist
Smithfield Hog Production Division
P.O. Box 856
2822 NC Hwy 24 West
Warsaw, NC 29398
[phone] tel
[phone] fax
This letter serves as a response to the Additional Information Request letter dated April 8, 2019. The request is for
information that shows the property ownership of the parcel on which the wastewater treatment and irrigation facilities
are located.
The deed shows that the parcel is owned by Carroll's Realty Partnership. The partners of Carroll's Realty Partnership
are Carroll's Realty, Inc. and Carroll's Foods of Virginia, LLC. On April 29, 2002 Carroll's Realty, Inc. was merged with and
into Smithfield Purchase Corporation which is owned by Murphy -Brown, LLC. On May 1, 2009, Carroll's Foods of
Virginia, LLC was merged with and into Murphy -Brown, LLC. The facility is currently permitted to Murphy -Brown, LLC.,
which means that NCDEQ acknowledges this entity as the owner of this facility.
Since Murphy -Brown, LLC is the owner of both the entity listed on the deed, and the facility, the only correction needed
on the original Request for Renewal of Permit previously submitted is the contact name for Murphy -Brown, LLC. Please
change the name from Gregg Schmidt, President to Brady Stewart, Executive Vice President.
Enclosed are two copies of the mergers along with a copy of the Additional Information Request letter. An electronic
copy of this is also being sent to Ashley Kabat at [e-mail] .
If you have further questions or need additional information regarding this matter, please contact me.
Sincerely,
M. Kevin Weston
[e-mail]
www.smithfieldfoods.com

ROY COOPER
covemor
MICHAEL S. REGAN
Secretary
LINDA CULPEPPER
Director
GREGG P. SCHMIDT — PRESIDENT
MURPHY-BROWN, LLC
POST OFFICE BOX 856
WARSAW, NORTH CAROLINA 28398
Dear Mr. Schmidt:
NORTH CAROLINA
Envtranmenta( Quaflty
April 8, 2019
Subject: Application No. WQOO 11360
Additional Information Request
Tarheel Sanitation Trailer Wash
Wastewater Irrigation
Bladen County
Division of Water Resources' Central and Regional staff has reviewed the application package
received February 5, 2019. However, additional information is required before the review may be
completed. Please address the items on the attached pages no later than the close of business on May 8,
2019.
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
in Section A, 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
revised and/or additional documentation shall be signed, sealed and dated (where needed), with hvo paper
copies and one electronic copy submitted to my attention at the address below.
If you have any questions regarding this request, please do not hesitate to contact me at (919) 707-
3658 or ash][e-mail]. Thank you for your cooperation.
SincerelC���
Ashley Kabat, Environmental Engineer
Division of Water Resources
cc: Fayetteville Regional Office, Water Quality Regional Operations Section (Electronic Copy)
Permit Application File WQ0011360
North Carolina Department of Environmental Quality i Division of Water Resources
D' Q C 512 North Salisbury Street 11617 Mail Service Center I Raleigh, North Carolina 27699-1617
919.7079000

Mr. Gregg P. Schmidt
April 8, 2019
Page 2 of 2
A. Property Ownership:
According to the attached deed (BK 351 PG 531-535) dated December 22, 1994, the parcel on
which the wastewater treatment and irrigation facilities are located is owned by Carroll's Realty
Partnership. Per 15A NCAC 02T .0704(f), provide one of the following:
> A deed recorded with the Bladen County Register of Deeds showing that the parcel
of land on which this non -discharge system is located has been granted to Murphy -
Brown, LLC, or
> A completed Non -Discharge Permit Ownership/Name Change form (NDPONC 06-
16). This will change the ownership of the non -discharge permit from Murphy -
Brown, LLC to Carroll's Realty Partnership, or
> An agreement to lease the property that is written, notarized, and signed by both
parties, indicating the use of the property, accompanied by a plat or survey map.
Lease agreements shall adhere to the requirements of 15A NCAC 02L .0107 below.
a. The permittee shall execute and file in the Register of Deeds in the county
in which the land is located, an easement running with the land which
contains:
> either a notice of the permit, including the permit number, a
description of the type of permit, and the name, address and telephone
number of the permitting agency; or
a reference to a notice of the permit with book and page number of its
recordation if such notice is required to be filed by statute;
> prohibits the construction and operation of water supply wells within
the compliance boundary; and
> reserves the right to the permittee and the State to enter on such
property within the compliance boundary for groundwater monitoring
and remediation purposes.
As a response to this request, submit either a new property deed, the completed NDPONC 06-16
form, or an agreement to lease the property after it has been stamped by the Bladen County Register
of Deeds.

APR-29-02 MON 10:05 AN Si1FD FOODS -CORPORATE FAX NO, 76736531
-� 22 119 9047
ARTICLES OF MERGER
OF
CARROLL'S REALTY, INC.
WITH AND INTO
SMITHFIELD PURCHASE CORPORATION
SOSID: 0493113
Date Filed: 4/29/2002 3:18 PM
Elaine F. Marshall
North Carolina Secretary of State
Pursuant to North Carolina General Statutes Section 55-11-05, Smithfield Purchase
orpor Cation, a North Carolina corporation and the surviving corporation does hereby submit the
following Articles of Merger as the surviving corporation in the merger of Carroll's Realty, file.,
a North Carolina corporation with and into Smithfield Purchase Corporation
1. The name of the surviving corporation is Smithfield Purchase Corporation, a corporation
organized under the laws of the State of North Carolina.
2. The address of the surviving entity is:
2822 Highway 24 West
Warsaw, NC 28398
I
3, The crane of the merged corporation is Carroll's Realty, Inc., a corporation organized
under the laws of the State of North Carolina.
4, Attached is a copy of the Plan of Merger that was duly approved in the manner preso bed
by law by each ofthe corporations participating in the merger.
5. The surviving corporation a North Carolina corporation. Shareholder approval was
required for the merger, and the plan of merger was approved by the unanimous consent
of the Board of Directors and shareholders in accordance with Chapter 55 of the North
Carolina General Statutes.
6. The merged entity is a North Carolina corporation Shareholder approval was requited
for the merger, and the plan of merger was approved by the unanimous consent of the
Board of Directors and shareholders in accordance with Chapter 55 of the North Carolina
General Statutes.
7. These articles will be effective upon filing.
��ce7uss»strmmeoveeo,atomamoiwornao,rrnsmimaemru�n�.co ryueaon.dao

' APR-29-02 MON 10:05 AM SMFD FOODS -CORPORATE
This the 29th day of Aprtl, 2002.
FAX NO, 7573653017 P. 07
SMITHFIELD PURCHASE CORPORATION,
a North Carolina corporation
By.,
Nays : Daniel G. Stevens
"Title: Vice President
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'APR-29-02 NON 10:04 AM SNFD FOODS -CORPORATE FAX Na 7673663017 P. 02
AGREEMENT OF MERGER
OF
CARROLL'S REALTY, INC.
WITH AND INTO
SMITHFIELD PURCHASE CORPORATION
This Agreement of Merger dated as of April 29, 2002 between Smithfield Purchase
Corporation, a North Carolina corporation (the "Surviving Corporation"), and Carroll's Realty,
Inc., a North Carolina corporation (the "Merging Corporation"), hereby agree to merge pursuant
to the Plan of Merger hereinafter set forth.
L The followiug Plan of Merger was duly (a) adopted by the directors and approved
by the shareholders of the Surviving Corporation and (b) adopted by the directors and approved
by the shareholders of the Merging Corporation in the manner prescribed by Section 55.11-03 of
the North Carolina General Statutes.
PLAN OF MERGER
OF
CARROLL'S REALTY, INC,
WITH AND INTO
SMITHFIELD PURCHASE CORPORATION
A. Merger.
The meager of Carroll's Realty, Inc., a North Carolina corporation (the "Merging
Corpomtimewith and into Smithfield Purchase Corporation (the "Surviving Corporation'), will
be effected pursuant to the terms and conditions of this Man. Murphy -Brown LLC, a Delaware
limited liability company ("Murphy -Brown") is the sole stockholder of each of the Merging
Corporation and the Surviving Corporation. After the merger, the Surviving Corporation will
have the name "Smithfield Purchase Corporation." The time when the merger becomes effective
is hereinafter referred to as the "Effective Time." At the Effective Time, the corporate existence
of the Merging Corporation will cease and the corporate existence of the Surviving Corporation
will continue.
B. Conversion and Exchange of Shares.
At the Effective Time, the outstanding shares of the corporation participating in the
merger will be as follows:
1. Sig Comoration Since all the stock in the Merging Corporation and all the
stock in the Surviving Corporation are owned by Murphy -Brown, the interests in the Surviving
Corporation shall, by virtue of the merger and without any action on the part of the holder
thereof, automatically represent the combined and merged equity interests of the Surviving
Corporation and the Merging Corporation.
2. Merging Co;poradoon. Each share of common stock of the Merging Corporation
outstanding immediately prior to the Effective Time shall, by virtue of the merger and without
1
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(� 1
'APR-29-02 NON 10:05 AM SMFD FOODS -CORPORATE FAX NO, 7573653017 P. 03
any action on the part of the holder thereof, automatically be canceled and cease to exist at gild
after the Effective Time and no consideration shall be paid with respect thereto.
3. Surrender and Cancellation of Share Certifroalos. Each holder of a cenifcatc
representing shares to be converted, exchanged or cancelled in the merger will surrender such
oerlilloate at or prior to the Effective Time. At the Effective Time, such certificate shall be
marked cancelled and placed in the books and records of the Merging Corporation and the
Surviving Corporation.
C. Charter Docranents, Directors and Officers,
At the Effective Time;
1. The By-laws of the Surviving Corporation, as in effect immediately prior to the
Effective Time, shall be the By-laws of the Surviving Corporation.
2. The directors of the Surviving Corporation immediately prior to the Effective
Time shall be the directors of the Surviving Corporation and shall hold office until their
respective successors are duly elected and granted, or their earlier death, resignation or removal.
The directors of the Merging Corporation immediately prior to the Effective Time sball be
discharged as of the Effective Time.
3. The ofticors of the Surviving Corporation immediately prior to the Effective Time
shall he the initial officers of the Surviving Corporation and shall bold office until their
respective successors are duly elected and qualified, or their earlier death, resignation or
removal.
it, The merger shall become effective frurnediately upon filing of Articles of Merger with
the North Carolina Secretary of State,
111. Other Related Matters
1. A copy of this document is on file at the following address of the Surviving
Corporation:
Smithfield Purchase Corporation
2822 Highway 24 West
Warsaw, North Carolina 28398
2. A copy of this Agreement, the Plan of Merger and the Articles of Morgur will be
provided by the Surviving Corporation upon request, without cost, to any person holding all
interest In the Merging Corporation or in the Surviving Corporation.
UCL1V953%MnNFLmxeac92OMW=WAgr=utegmilbrwW Purchameom mom dw

APR-29-D2 NON 10,05 AN SNFD FOODS -CORPORATE FAX NO. 7573653017 P. 04
This the 29th day of April, 2002.
SURVIVING CORPORATION:
SMITHFIM D PURCHASE CORPORATION
Name Daniel O. Stevens
Title. Vicc President
1\CL113953\3MMW1.0a &2002VAcW Ap,nm IASWWMM Puvhm CogcmOaada

hPR-29-02 MON M 05 AM SMFD FOODS -CORPORATE FAX NO. 7573653017 P, 05
This the 29th day of April, 2002.
MERGING CORPORATION:
CARROLL'S REALTY, INC,
r
Name Damsel O. Stevens
'tlb: Vice President
C \ 4
\1C(.r*r91XMrMPLDW—mWQW9rVF AST a WSWLUCW Pumhu6 Ca.p mdomdw

'' HW-01-2001 16:56
(9! 1a19691�
CT CORP SYSTEM RRLEIGH
ARTICLES OF INWRGER
OF
SOSID:
Date Filed: 6/1/2001 3:00 PM
Elaine F. Marshall
North Carolina Secretary of State
CARROLL'S FOODS, INC.
WrrH AND INTO
CARROLL'S FOODS LLC
PURSUANT TO SECTION 55-17-]0(d) OF TIM
NORTH CAROLIN , BUSINESS CORPORATION ACT
(Cross -entity Merger)
Pursuant to North Carolina General Statute Sections 55-11.10(d), CxTolVs Foods LLC, a
Delaware limited liability company and the surviving entity does hereby submit the following
Articles of Merger as the surviving business entity in the merger of (Operating Corporation with
and into (Newly Formed Entity]:
1. The name of the surviving entity is Carroll's Foods LLC, a litnited liability company,
organized under the laws of the Stato ofDelawarc.
2. The address of the surviving entity is:
2822 Highway 24 West
PO Drawer 868
Warsaw, NC 28398
'b'pl,h (:uw11)
3_ The name of the merged entity is Carroll's Foods, Inc., a corporation organized under the
laws of the State of North Carolina..
4. Attached is a copy of the Plan of Merger that was duly approved by the merging entity in
the manner required by law_
5. The surviving entity is a foreign limited liability company and the merger was approved
in aocordaace with the laws of the state governing the organization and internal affairs of
the foreign entity.
6. The merged entity is a North Carolina corporation. Shareholder approval was required
for the merger, and the plan of merger was approved by the unanimous consent of the
Board of Directors and shareholders in accordance with Chapter 55 of the North
Carolina General Statutes.
7. The merger is permitted by the law of the state governing the organization and internal
affairs of each merging business entity.
8. Each business entity that is a party to the merger has complied or shall comply with the
applicable laws of the state or country governing its organization and internal affairs.
9. if the surviving business entity is tot authorized to transact business or conduct a1 fsirs in
this Stare, it hereby agrees that it will Gle with the Secretary of State a statement of any
subsequent change in its mailing address.
10. These atticlea will be effective upon filing.

,0s:o1:o1 00:55 FAX [phone] MCGUIRE WOODS ®027
211219094
ARTICLES OF MERGER
OF
CARROLL'S FOODS, INC.
WITH AND INTO
CARROLL'S FOODS LLC
PURSUANT TO SECTION 55-1140(d) OF THE
NORTR CAROLINA BUSINESS CORPORATION ACT
(Cross -entity Merger)
Pursuant to North Carolina General Statute Sections 55.11-10(d), Carroll's Foods LLC, a
Delaware limited liability company and the surviving entity does hereby submit the following
Articles of Merger as the striving business entity in the merger of [Operating Corporation with
and into (Newly Formed Entity):
1. The name of the surviving entity is Carroll's Foods LLC, a limited liability company,
organized tinder the laws ofthe State of Delaware.
2. The address of the surviving entity is:
2622 Highway 24 West
PO Drawer 856
i� Warsaw, NC 28398
3. The name of the merged entity is Carroll's Foods, Inc., a corporation organized under the
laws of the State of North Carolina.
4. Attached is a copy of the Plan of Merger that was duly approved by the merging entity in
the manner required by law.
S. The surviving entity is a foreign limited liability company and the merger was approved
in accordance with the laws of the state governing the organization and internal affairs of
the foreign entity.
6. The merged entity is a North Carolina corporation. Shareholder approval was required
for the merger, and the plan of merger was approved by the unanimous consent of the
Board of Directors and shareholders in accordance with Chapter 55 of the North
Carolina General Statutes,
7. The merger is permitted by the law of the state governing the organization and internal
affairs of each merging business entity.
8. Each business entity tbat is a party to the merger has complied or shall comply with the
applicable laws of the state or country governing its organization and internal affairs.
9. These articles will be effective upon filing.

•03/01/01 09:35 FA.0 70437388J3
McGUIRE iv00Dy
This the tst day of May, 2001.
2
CARROLL'S FOODS LLC
9028
By: Mmphy-Brown LLC, sole member and
manager
m

05: Ui: Ol 09:55 PAS 7043738945 1tCGU1RE WOODS
QI029
AGREEMENT OF MERGER
OF
CARROLL'S FOODS, INC.
WITH AND INTO
CARROLUS FOODS LLC
PURSUANT TO SECTION 18-209 OF THE
DELAWARE LIMITED LIABILITY COMPANY ACT
This Agreement of Merger dated as of April 30, 2001 between Carroll's Foods LLC, a
Delaware limited liability company (the "Surviving Entity"), and Carton's Foods, Inc., a North
Carolina corporation (the "Merging Corporation') and a wholly -owned subsidiary of Murphy -
Brown LLC, hereby agree to merge pursuant to the Plan of Merger hereinafter set forth.
I. The following Plan of Merger was duly adopted by the sole Member and the
Manager of the Surviving Entity on April 30, 2001 and (b) by unanimous written consent of the
directors and the sole stockholder of the Merging Corporation on April 30, 2001, in the manner
prescribed by Section 18-209 of the Delaware Limited Liability Company Act
PLAN OF MERGER
OF
CARROLL'S FOODS, NC.
WITH AND INTO
CARROLL'S FOODS LLC
A. Merger.
The merger of Carroll's Foods, Inc., a North Carolina corporation (the "Merging
Corporation") and a wholly -owned subsidiary of Murphy -Brown, LLC, a Delaware limited
liability company ("Murphy -Brown"), with and into Carroll's Foods LLC, a Delaware limited
liability company (the "Surviving Entity"), will be effected pursuant to the terms and conditions
of this Plan. After the merger, the Surviving Entity will have the name "Carroll's Foods LLC "
The time when the merger becomes effective is hereinafter referred to as the "Effective Tune."
At the Effective Time, the corporate existence of the Merging Corporation w411 cease and the
limited liability company existence of the Surviving Entity will continue.
B. Conversion and Erehange oJShares and Membership Interests.
At the Effective Time, the outstanding shares of the corporation participating in the
merger and the interests of the limited liability company participating in the mcrger will be as
follows:
1. Surviving Entity. Since all the stock in the Merging Corporation and all the
interests in the Surviving Entity are owned by Murphy -Brown, the interests in the Surviving
Entity shall, by virtue of the merger and without any action on the part of the holder thereof,
automatically represent the combined and merged equity interests of the Surviving Entity and the
n Merging Corporation-
' Cm Itlho& MaprAprcmma r

03�oli Ul 09:5e FAX [phone] MCGUIRE WOODS
2. Mereine ConoraUp_m Each share of common stock of the Merging Corporation
outstanding immediately prior to the Effective Time shall, by virtue of the merger and without
any action on the part of the holder thereof, automatically be canceled and cease to exist at and
after the Effective Time and no consideration shalt be paid with respect thereto.
3. Surrender and Cancellation of Share_ Certificates. Each holder of a certificate
representing shares to be converted, exchaaUd or cancelled in the merger will surrender such
certificate at or prior to the Effective Time. At the Effective Time, such certificate shall be
marked cancelled and placed in the books and records of the Merging Corporation and the
Surviving Entity.
C. Charter Documents, Directors and Offlcers.
At the Effective Time:
1. The Operating Agreement of the Surviving Entity, as in effect immediately prior
to the Effective Time, shall be the Operating Agreement of the Surviving Entity and the Manager
(as defined in the Operating Agreement) shall be the Manager of the Surviving Entity.
2. The directors of the Merging Corporation immediately prior to the Effective Time
shall be dtscbarged as of the Effective Time.
3. The officers of the Surviving Entity immediately prior to the Effective Time shall
be the initial officers of the Surviving Entity and shall hold office Until their respective
successors are duly elected and qualified, or their earlier death, resignation or removal as
provided in the Operating Agreement of the Surviving Entity.
II. The merger shall become effective immediately upon filing of these Articles with the
Delaware Secretary of State.
IIL Other Related Matters
Entity: 1. A copy of this document is on file at the following address of the Surviving
Carroll's Foods LLC
2822 Highway 24 West
P.O. Drawer 856
Warsaw, North Carolina 28398
2. A copy of this Agreement, Plan, Articles and Certificate will be provided by the
Surviving Entity upon request, without cost, to any person holding an interest in the Merging
Corporation or in the Surviving Entity.
[Signatures appear on the following page]
c� Curoa'sFccdsMIIWAVrc ms 2

' os:ouol 00:50 PA.0 70437309a0
1dcGUIRE WOODS
This the 1st day of May, 2001.
SURVIVING ENTITY:
CARROLL'S FOODS LLC
By: *i,,phBCiuManagerd
Garold raudf NkWCAVc 3
goal

054V01 10:00 FAX [phone] KcGUIRE WOODS f®O65 I
MERGING CORPORATION:
CARRO=S-F,OO'DS, INC.
By: ? v�"a"'e
Name: mt&hgel Gale
Title: �¢craizvr�
CaMU'SFoods Merge AZWa 4

i
J WRITTEN CONSENT OF PARTNERS
CARROLL'S REALTY PARTNERSHIP
OctobeZ7�1999
The undersigned, being the general partners of the Partnership listed above, do
hereby consent to and adopt the following resolutions:
WHEREAS, there has been submitted to the Partners of each the Partnership
listed above (the "Partnership") a draft of the form of Note Purchase Agreement dated as
of Octobera3"1999 (together with all exhibits, annexes and schedules thereto, the "Note
Purchase Agreement') to be entered into by and between Smithfield Foods, Inc.
("Smithfield Foods") and each of the purchasers listed on Annex 1 thereto (together with
any affiliate thereof, the "Purchasers"), pursuant to which the Purchasers will purchase
from Smithfield Foods:
(a) $100,000,000 in aggregate principal amount of its
L__%) Series I Senior Secured Notes Due October 1, 2009 (as they may be amended,
restated or otherwise modified from time to time, the "Series I Notes");
(b) $50,000,000 in aggregate principal amount of its Variable Rate Series I
Senior Secured Notes Due October 1, 2009 (as they may be amended, restated or
otherwise modified from time to time, the "Series J Notes");
(c) $50,000,000 in aggregate principal amount of its
percent (_Vo) Series K Senior Secured Notes Due October 1, 2009 (as they may be
amended, restated or otherwise modified from time to time, the "Series K Notes");
(d) $25,000,000 in aggregate principal amount of its LIBOR Rate Series L
Senior Secured Notes Due October 1, 2009 (as they may be amended, restated or
otherwise modified from time to time, the "Series L Notes");
The Series I Notes, the Series I Notes, the Series K Notes, and the Series L Notes are
herein referred to, individually, as a "Note," and collectively, as the "Notes."
t1CLT1953BAIITHFLD•.HancocAFann:R,olutiomkWritwn Consent ol'P"MacCa oll's Rnity PwnerAip.dae

l WHEREAS, as a condition to the issuance and sale by Smithfield Foods of the
Notes, the Partnership must execute the Guarantee and any other loan documents that
may be necessary;
WHEREAS, terms used in these preambles and resolutions and not herein
defined shall have the respective meanings ascribed to them in the Note Purchase
Agreement;
WHEREAS, the Partners have reviewed in detail and discussed the terms and
provisions of the Guarantor Documents;
WHEREAS, on the basis of its review of the Guarantor Documents and of the
principal terms and provisions of the transactions provided for therein, the Partners deem
it advisable and in the best interests of the Partnership that the transactions provided in
the Guarantor Documents be consummated substantially in accordance with the
provisions of the Guarantor Documents;
NOW THEREFORE, BE IT RESOLVED, that the form of, and each of the
terms and provisions contained in, the Guarantor Documents are hereby authorized and
approved in each and every respect; and each and every transaction effected or to be
effected pursuant to and substantially in accordance with the terms of the Guarantor
Documents, including, but not limited to, each specific transaction that is described,
,\ authorized and approved in these resolutions, is hereby authorized and approved in each
and every respect;
C)
RESOLVED, that the Partnership enter into the Guarantor Documents, and that
each of the Partners in the Partnership (each a "Partner") is hereby severally authorized to
execute and deliver, in the name and on behalf of the Partnership, the Guarantor
Documents, each substantially in the form thereof presented to the Partner and heretofore
approved, with such changes therein as shall be approved by the Partner executing and
delivering the same, such approval to be evidenced conclusively by such execution and
delivery;
RESOLVED, that the Partners hereby authorize each of the Partners, severally, to
execute and deliver for and on behalf of the Partnership any certificates required by the
Guarantor Documents;
RESOLVED, that the Partners hereby authorize each of the Partners, severally, to
execute and deliver for and on behalf of the Partnership, any amendments to any other
agreements to which the Partnership is a party which may be necessary or prudent to
permit the Partnership to enter into the Guarantor Documents;
RESOLVED, that the Partners and any person or persons designated and
authorized so to act by any Partner are hereby each severally authorized to do and
\1CLT8953VS%IITHFLD\HeocackFa ,Resolutions\Writlen Consent of PaMers-CAMU's Realty PaMcrship.dcc

c>
perform or cause to be done and performed, in the name and on behalf of the Partnership,
all other acts, to pay or cause to be paid, on behalf of the Partnership, all related costs and
expenses and to execute and deliver or cause to be executed and delivered such other
notices, requests, demands, directions, consents, approvals, orders, applications,
agreements, instruments, certificates, undertakings, supplements, amendments, further
assurances or other communications of any kind, under the seal of the Partnership or
otherwise and in the name of and on behalf of the Partnership or otherwise, as he, she or
they may deem necessary, advisable or appropriate to effect the intent of the foregoing
Resolutions or to comply with the requirements of the instruments approved and
authorized by the foregoing Resolutions, including, but not limited to, the Guarantor
Documents;
RESOLVED, that any acts of any Partner of the Partnership and of any person or
persons designated and authorized to act by any Partner of the Partnership, which acts
would have been authorized by the foregoing Resolutions except that such acts were
taken prior to the adoption of such Resolutions, are hereby severally ratified, confirmed,
approved and adopted as the acts of the Partnership; and
RESOLVED, that each of the Partners in the Partnership is hereby severally
authorized and empowered to certify to. the passage of the foregoing Resolutions under
the. seal of the Partnership or otherwise.
(Signature Page to Follow)
P,CLT�8953"SMITHFLD%HaneockFami,RuolutionslW'ritten Consent ofPartnas-Carroll'a Realty Partnership.doc

C�
IN WITNESS WHEREOF, the undersigned has executed this written consent as
of October 1999. j
CARROLL'S FOODS OF VIRGINIA, INC.
By:
C. Larry Poo
Treasurer
CARROLL'S REALTY, INC.
By:
C. Larry e
Treasurer
0
\\CLT18953\SMITHFLD\HancecLFamtR.,s luLionslWrittenConsmlofPartntts-CatrolPs Rattv Partnvahip.doc

Carroll's Realty Partnership
Partner's Certificate
I, C. Larry Pope, hereby certify that I am the Treasurer of Carroll's Foods of Virginia,
Inc. and Carroll's Realty, Inc., General Partners in Carroll's Realty Partnership, a Virginia
General Partnership (the "Guarantor") and that, as such,j have access to its General Partnership
records and am familiar with the matters herein certified, and I am authorized to execute and
deliver this certificate in the name and on behalf of the Guarantor, and that:
1, This certificate is being delivered pursuant to Section 3.3 of the separate Note
Purchase Agreements (collectively, the "Note Purchase Agreement"), each dated as of October
C11-1999, between Smithfield Foods, Inc. and each of the purchasers listed on Annex 1 thereto.
The terms used in this certificate and not defined herein have the respective meanings specified
in the Note Purchase Agreement.
2. The warranties and representations contained in the Joint and Several Guaranty
are true in all material respects on the date hereof with the same effect as though made on and as
of the date hereof.
;...-\ 3. The Guarantor has performed and complied with all agreements and conditions
contained in the Joint and Several Guaranty and the other Financing Documents that are required
to be performed or complied with by the Guarantor on or prior to the date hereof, and such
performance remains in effect on the date hereof,
(Signature Page to Follow)
(� \\CLT\8953VSMITHFLD\HancockFa \ofricela CenirmtaWarsoWs Realty Padauship.doc

IN WITNESS WHEREOF, I have executed this certificate in the name and on behalf of
the Guarantor on OctobecjZ 1999.
CARROLL'S FOODS OF VIRGENIA, INC.
GENERAL PARTNER
C. Larry PopV'rFeasurer
CARROLL'S REALTY, INC.
GENERALPARTNER
C. Larry PA6, Treasurer
\1CLTI8953VSMrrHFL )kHmwckFss Norficc's CertificaleVCumll'a RWTy PaMastipAm
1V

0,
CERTIFICATE OF PARTNERS
CARROLL'S REALTY PARTNERSHIP
Reference is made to the Note Purchase Agreement dated as of Octoberaj, 1999
(the "Note Purchase Agreement"), among Smithfield Foods, Inc., the Guarantors named therein
and the Lenders named therein. Terms defined in the Note Purchase Agreement are used herein
with the meanings assigned therein. This certificate is being delivered pursuant to Section 3.3 of
the Note Purchase Agreement.
I, Michael H. Cole, Secretary of Carroll's Realty, Inc. and Secretary of Carroll's
Foods of Yjrginia, Inc., current General Partners in Carroll's Realty Partnership (the
"Partnership") DO HEREBY CERTIFY that:
(a) annexed hereto as Exhibit A is a true and correct copy of the Partnership
Agreement of the Partnership as in effect on December 15, 1992 and at all times thereafter
through the date hereof;
(b) no proceedings have been instituted or are pending or contemplated with
respect to the dissolution, liquidation or sale of all or substantially all the assets of the
Partnership or threatening its existence or the forfeiture of any of its partnership rights;
(c) annexed hereto as Exhibit B is a true and correct copy of the Unanimous
Written Consent of the Board of Directors of Carroll's Realty, Inc..and Carroll's Foods of
Virginia, Inc., current General Partners in the Partnership, dated as of October 1999, adopting
resolutions which are the only resolutions adopted by the General Partners or any committee
thereof relating to the Note Purchase Agreement and have not been revoked, amended,
supplemented or modified and are in full force and effect on the date hereof; and
(d) each of the persons named below is and has been at all times since
September 2, 1999 a duly elected and qualified officer of Carroll's Realty, Inc. and Carroll's
Foods of Virgnia, Inc. as current General Partners in the Partnership, holding the respective
office set forth opposite his or her name and the signature set forth opposite the name of each
such person is his or her genuine signature:
(Signature Page to Follow)
\kCLT9953\SMrrHFLD\HancmkFam\Secretary's Certificates 10.991CanG1Vs RealtyPaMersMp.doe

e ,
Name
'1
r)
Michael H. Cole
Title
Secretary, Carroll's Realty, Inc.
Secretary, Carroll's Foods of
Virginia, Inc.
General Partners
C. Larry Pope Treasurer, Carroll's Foods, Inc.
Treasurer, Carroll's Foods of
Virginia, Inc.
General Partners
October, 1999.
Specimen Signature
7"L1,.� --b �
IN WITNESS WHEREOF, I have hereunto signed my name this IL'�day of
Michael H. Cole
Secretary, Carroll's Realty, Inc.
Secretary, Carroll's Foods of
Virginia, Inc.
General Partners
I, C. Larry Pope, Treasurer of Carroll's Realty, Inc. and Treasurer of Carroll's
Foods of Virginia, Inc., current General Partners in Carroll's Realty Partnership (the
`Partnership"), do hereby certify that Michael H. Cole has been duly elected, is duly qualified
and is the Secretary of Carroll's Realty, Inc. and Secretary of Carroll's Foos of Virginia, Inc.,
General Partners in the Partnership, that the signature set forth above is his genuine signature and
that he has held such office at all times since September 2, 1999.
IN WITNESS WHEREOF, I have hereunto signed my name thisday of
October, 1999.
C. Larr ope
Treasurer, Carroll's Realty, Inc.
Treasurer, Carroll's Foods of
Virginia, Inc.
General Partners
XLn8953\SMrHFLDWancockF=\SmcMrys Certificates 10-99\Cartoll's Realty PartnershipAcc

Defaware
The Tirst State
PAGE 1
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 MERGER, WHICH MERGES:
"BROWN'S FARMS, LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"BROWN'S OF CAROLINA LLC", A DELAWARE LIMITED LIABILITY
COMPANY,
"CARROLL'S FOODS LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"CARROLL'S FOODS OF MEXICO LLC", A DELAWARE LIMITED
LIABILITY COMPANY,
"CARROLL'S FOODS OF VIRGINIA LLC", A DELAWARE LIMITED
LIABILITY COMPANY,
"CENTRAL PLAINS FARMS LLC", A DELAWARE LIMITED LIABILITY
COMPANY,
"CIRCLE FOUR FARMS, LLC", A NORTH CAROLINA LIMITED LIABILITY
COMPANY,
"CIRCLE FOUR LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"COLORADO BOAR STUD LLC", A DELAWARE LIMITED LIABILITY
COMPANY,
"M-B FARMLAND LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"MURPHY-BROWN HOLDINGS LLC", A DELAWARE LIMITED LIABILITY
3362999 8100M
090422332
You may verify this cvxtificate o". ..
at cozp.delanare.gov/authver.ahtm2
Jeffrey W. Bullock 5e mw y of St.F
AUTHEN TION: 7283607
DATE: 05-05-09

Delaware
2Tie ,'first State
Kt'dr�J2►JI
PAGE 2
"MURPHY FARMS LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"NPD (USA) TEXAS LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"PRESTAGE—STOECRER FARMS, LLC", A DELAWARE LIMITED LIABILITY
COMPANY,
"QUARTER M FARMS LLC", A DELAWARE LIMITED LIABILITY COMPANY,
"RGB FARMS, LLC", A NORTH CAROLINA LIMITED LIABILITY
COMPANY,
WITH AND INTO "MURPHY—BROWN LLC" UNDER THE NAME OF
"MURPHY—BROWN LLC", A LIMITED LIABILITY COMPANY ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED
AND FILED IN THIS OFFICE THE FIRST DAY OF MAY, A.D. 2009, AT
6.49 O'CLOCK P-M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF MERGER IS THE THIRD DAY OF MAY,
A.D. 2009, AT 11:59 O'CLOCK P.M.
3362999 8100M
090422332
You may verify this certificate online
at corp.de1arara.gav/authvsr.shtm2
Jeffrey W. Bullock Secretary of State
AUTHEN C TION: 7283607
DATE: 05-05-09

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:49 P4 0510112009
FILED 06:49 PM 0510112009
SRV 090422332 - 3362999 =
CERTIFICATE OF MERGER
MEROING
BROWN'S FARMS, LLC
BROWN'S OF CAROLINA LLC
CARROLL'S FOODS LLC
CARROLL'S FOODS OF MEXICO LLC
CARROLL'S FOODS OF VIRGINIA LLC
CENTRAL PLAINS FARMS LLC
CIRCLE FOUR LLC
CIRCLE FOUR FARMS, LLC
COLORADO BOAR STUD LLC
M-B FARMLAND LLC
MURPHY-BROWN HOLDINGS LLC
MURP14Y FARMS LLC
NPD (USA) TEXAS LLC
PRESTAGE-STOECKER FARMS, LLC
QUARTER M FARMS LLC
RGB FARMS, LLC
W IH AND INTO
MURPHY-BROWN LLC
Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the
"DLLCA'), the undersigned limited liability company executed the following Certificate
of Merger:
FMT: The names and states of incorporation of the constituent entities are as
follows:
Name
state
Brown's Farms, LLC
Delaware
Brown's of Carolina LLC
Delaware
Carroll's Foods LLC
Delaware
Carroll's Foods of Mexico
Delaware
LLC
Carroll's Foods of Virginia
Delaware
LLC
Central Plains Farms LLC
Delaware
Circle Four LLC
Delaware
Circle Four Farms, LLC
North Carolina
Colorado Boar Stud LLC
Delaware
M-B Farmland LLC
Delaware

Murphy -Brown LLC
Delaware
Murphy -Brown Holdings
Delaware
LLC
Murphy Farms LLC
Delaware
NPD (USA) Texas LLC
Delaware
Prestage-Stoecker Farms,
Delaware
LLC
Quarter M Farms LLC
Delaware
ROB Farms, LLC
North Carolina
SECOND: The name of the surviving entity is Murphy -Brown LLC, a Delaware
limited liability company (the "Surviving Company").
TH RD: The Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by the constituent entities.
FOURTH: The merger is to become effective as of 11:59PM Eastern Standard
Time on May 3, 2009.
FIFTH: The Agreement and Plan of Merger is on file at 200 Commerce Street,
Smithfield, Virginia, which is a place of business and mailing address of the Surviving
Company.
SIXTH: A copy of the Agreement and Plan of Merger will be famished by the
Surviving Company on request, without cost, to any member of any constituent limited
liability company or stockholder of any constituent corporation.
[Remainder Intentionally Left Blank]

IN WITNESS WHEREOF, the Surviving Company has caused this certificate to
be signed by an authorized person, as of this I' day of May, 2009.
MURPHY-BROWN LLC
{
By:
Craig A. . Dixon, u �®rizedon