EX10.2 Second Amended and Restated Pledge and Security Agreement








This Second Amended and Restated Pledge and Security Agreement is subject to the terms and provisions of that certain Amended and Restated Intercreditor Agreement, dated as of June 9, 2011 (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Intercreditor Agreement"), among Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent for the ABL Secured Parties referred to therein, U.S. Bank National Association, as collateral agent for the Term Debt Secured Parties referred to therein, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as administrative agent under the terms of the Credit and Security Agreement referred to therein, Smithfield Receivables Funding, LLC, Smithfield Foods, Inc. and the other Grantors (as defined below). 
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
THIS SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended or otherwise modified from time to time, this "Security Agreement") is entered into as of June 9, 2011 by and among Smithfield Foods, Inc., a Virginia corporation (the "Company"), and the other Persons listed on the signature pages hereof (each, including the Company, a "Grantor", and collectively, the "Grantors") and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, in its capacity as administrative agent (the "Administrative Agent") for the Secured Parties.
PRELIMINARY STATEMENTS
Certain of the Grantors, certain of the other subsidiaries of the Company and JPMorgan Chase Bank, N.A., as administrative agent for a syndicate of lenders, entered into that certain Amended and Restated Credit Agreement dated as of July 2, 2009 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Credit Agreement").  To secure the obligations of the Company under the Existing Credit Agreement, certain of the Grantors and certain of the other subsidiaries of the Company executed that certain Amended and Restated Security Agreement dated as of July 2, 2009 with JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Prior Agent" and such Amended and Restated Security Agreement, as amended, supplemented or otherwise modified prior to the date hereof, the "Prior Security Agreement").
Since the execution of the Prior Security Agreement, the following transactions involving the subsidiaries who were parties to the Exiting Credit Agreement and the existing Prior Security Agreement have occurred:
(i)    Each of Gwaltney Transportation Co., Inc., LPC Transport, Inc. and Valleydale Transportation Company, Inc. has merged with and into Smithfield Transportation Co., Inc. and Smithfield Transportation Co., Inc. is the successor in interest by merger to such parties;
(ii)    Each of Farmland Distribution Inc. and North Side Foods Corp. has merged with and into Farmland Foods, Inc. and Farmland Foods, Inc. is the successor in interest by merger to such parties; and 
(iii)    Each of Patrick Cudahy Incorporated, PC Express, Inc. and 814 Americas, Inc. has merged with and into Patrick Cudahy, LLC and Patrick Cudahy, LLC is the successor in interest by merger to such parties.
As a result of the foregoing, Gwaltney Transportation Co., Inc., LPC Transport, Inc., Valleydale Transportation Company, Inc., Farmland Distribution Inc., North Side Foods Corp., Patrick Cudahy
Incorporated, PC Express, Inc. and 814 Americas, Inc. are no longer party to the Existing Credit Agreement or the Prior Security Agreement.
Prior to the date hereof, Patrick Cudahy, LLC has been joined as subsidiary guarantor under the Existing Credit Agreement and a "grantor" under the Prior Security Agreement.
Contemporaneously with the execution hereof, the Grantors are entering into that certain Second Amended 









and Restated Credit Agreement dated as of the date hereof (as amended, restated or otherwise modified from time to time, the "Credit Agreement") with the Administrative Agent and the lenders party thereto which, among other things, amends and restates the Existing Credit Agreement in full.  Additionally, under the terms of the Credit Agreement, JPMorgan Chase Bank, N.A. has assigned all of its right, title and interest as the administrative agent in and to the Prior Security Agreement to the Administrative Agent.
Premium Pet Health, LLC and Smithfield Global Products Inc. have each been joined as subsidiary guarantors under the Credit Agreement and are each being joined as a "Grantor" hereunder pursuant to the terms hereof.
As required by the terms of the Credit Agreement, the parties hereto wish to amend and restate the Prior Security Agreement in its entirety as herein set forth (but not extinguish the security interests created thereby which are continued under the terms hereof).
ACCORDINGLY, the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1.    Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
1.2.    Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.
1.3.    Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the preamble and in the Preliminary Statement, the following terms shall have the following meanings:
"Accounts" has the meaning set forth in Article 9 of the UCC. 
"Additional Grantor" has the meaning set forth in Section 8.16.
"Aircraft Collateral" means all airplanes and other aircraft requiring registration with the United States Federal Aviation Administration, any successor agency or any similar state agency.
"Article" means a numbered article of this Security Agreement, unless another document is specifically referenced.
"Chattel Paper" has the meaning set forth in Article 9 of the UCC.
"Collateral" has the meaning set forth in Article II.
"Collateral Deposit Account" has the meaning set forth in Section 7.1(a).
"Collateral Report" means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Administrative Agent or any Lender with respect to the Collateral pursuant to any Loan Document.
"Commercial Tort Claims" shall have the meaning set forth in Article 9 of the UCC.
"Control" has the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.
"Controlled Deposit Account" means a Deposit Account that is subject to a Deposit Account Control 









Agreement, including any Collateral Deposit Account.
"Copyrights" means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.
"Deposit Account Control Agreement" means an agreement, in form and substance reasonably satisfactory to the Administrative Agent, among any Loan Party, a banking institution holding such Loan Party's funds, and the Administrative Agent with respect to collection and control of all deposits and balances held in a deposit account maintained by any Loan Party with such banking institution.
"Deposit Accounts" has the meaning set forth in Article 9 of the UCC.
"Documents" has the meaning set forth in Article 9 of the UCC. 
"Equipment" has the meaning set forth in Article 9 of the UCC.
"Excluded Accounts" means (i) deposit accounts, the funds in which are used, in the ordinary course of business, solely for the payment of salaries and wages, workers' compensation, pension benefits and similar expenses or taxes related thereto, (ii) each deposit account used, in the ordinary course of business, solely for daily accounts payable and that has an ending daily balance of zero, (iii) each account, all the cash and Permitted Investments contained in which are subject to a Lien permitted under Section 6.02(h) of the Credit Agreement, (iv) each account, all the cash and Permitted Investments contained in which are subject to a Lien pursuant to Section 6.02(t) of the Credit Agreement to cash collateralize obligations under letters of credit or in respect of Banking Services Obligations or Swap Obligations; (v) each account, all the cash and Permitted Investments contained in which consist of proceeds of Indebtedness permitted by the Credit Agreement and/or proceeds from the sale, transfer or other disposition of Term Debt Priority Collateral, in each case, to the extent depositing such cash or Permitted Investments in such account is required pursuant to the Senior Secured Notes Documents and (iv) accounts of the Grantors holding cash or Permitted Investments in an aggregate amount not to exceed $10,000,000 at any one time. 
"Excluded Collateral" has the meaning set forth in Article II. 
"Excluded Payments" has the meaning set forth in Section 4.6(d)(iii).
"Exhibit" refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.
"Farm Products" has the meaning set forth in Article 9 of the UCC.
"Fixtures" has the meaning set forth in Article 9 of the UCC.
"Foreign Subsidiary Voting Stock" means the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any Foreign Subsidiary.
"General Intangibles" has the meaning set forth in Article 9 of the UCC.
"Goods" has the meaning set forth in Article 9 of the UCC.
"Instruments" has the meaning set forth in Article 9 of the UCC.
"Intellectual Property" means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without 









limitation, the Copyrights, the Patents, the Trademarks and the Licenses, and all rights to sue at law or in equity for any Infringement thereof, including the right to receive all proceeds and damages therefrom.
"Inventory" has the meaning set forth in Article 9 of the UCC.
"Investment Property" means the collective reference to (i) all "investment property" as such term is defined in Section 9-102(a)(49) of the UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of "Pledged Stock") and (ii) whether or not constituting "investment property" as so defined, all Pledged Notes and all Pledged Stock.
"Issuer" means any issuer of any Investment Property.
"Joinder" has the meaning set forth in Section 8.16.
"Letter-of-Credit Rights" has the meaning set forth in Article 9 of the UCC.
"Licenses" means, with respect to any Person, all of such Person's right, title, and interest in and to (a) any and all licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.
"Lock Boxes" has the meaning set forth in Section 7.1(a).
"Lock Box Agreements" has the meaning set forth in Section 7.1(a).
"Margin Stock" has the meaning assigned to such term in Regulation U.
"Material Intellectual Property" means the Intellectual Property listed on Exhibit G attached hereto.
"Patents" means, with respect to any Person, all of such Person's right, title, and interest in and to: (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed
therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.
"Permitted Liens" means a Lien permitted by Section 6.02 of the Credit Agreement.
"Pledged Collateral" means all Instruments, Securities and other Investment Property of the Grantors, whether or not physically delivered to the Administrative Agent pursuant to this Security Agreement.
"Pledged Notes" means all promissory notes listed on Exhibit C and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).
"Pledged Stock" means the Equity Interests issued by each Receivables Entity and the Equity Interests issued by each Restricted Subsidiary, including those listed on Exhibit C, and together, in all cases, with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Equity Interests of any Person that may be issued or granted to, or held by, any Grantor while this Security Agreement is in effect, in each case, to the extent not constituting Excluded Collateral.
"Receivables" means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other 









rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.
"Regulation U" means Regulation U of the Board (12 CFR Part 221) as from time to time in effect and any successor or other regulation or official interpretation of the Board relating to the extension of credit by banks for the purpose of purchasing or carrying Margin Stock applicable to member banks of the Federal Reserve System.
"Section" means a numbered section of this Security Agreement, unless another document is specifically referenced.
"Secured Parties" means the Administrative Agent, the Lead Arrangers, the Lenders, any Affiliate of any Lender to which Secured Obligations are owed, the Issuing Banks and any other holder of Secured Obligations.
"Security" has the meaning set forth in Article 8 of the UCC.
"Stock Rights" means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.
"Supporting Obligations" has the meaning set forth in Article 9 of the UCC.
"Term Debt Representative" has the meaning set forth in the Intercreditor Agreement.
"Trademarks" means, with respect to any Person, all of such Person's right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, trade styles, brand names, corporate names, business names, domain names, logos and other source or business identifiers and the registrations and applications for registration thereof; all common-law rights related thereto, and the goodwill of the business symbolized by the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (d) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (e) all rights corresponding to any of the foregoing throughout the world.
"UCC" means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative Agent's or any other Secured Party's Lien on any Collateral.
"Vehicles" means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state.
1.4.    Other Definitional Provisions. The words "hereof," "herein", "hereto" and "hereunder" and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement, and Section and Exhibit references are to this Security Agreement unless otherwise specified.  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor's Collateral or the relevant part thereof.
ARTICLE II
GRANT OF SECURITY INTEREST
Each Grantor hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in (and continues the security interest created by the Prior Security 









Agreement in) all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the "Collateral"), including:
(i)    all Accounts;
(ii)    all Chattel Paper;
(iii)    all Copyrights, Patents, Trademarks and Licenses;
(iv)    all Documents;
(v)    all Equipment;
(vi)    all Fixtures;
(vii)    all General Intangibles;
(viii)    all Goods;
(ix)    all Instruments;
(x)    all Inventory;
(xi)    all Investment Property;
(xii)    all cash or cash equivalents;
(xiii)    all letters of credit, Letter-of-Credit Rights and Supporting Obligations;
(xiv)    all Deposit Accounts with any bank or other financial institution (including all cash and other items deposited therein or credited thereto);
(xv)    all Commercial Tort Claims listed on Exhibit H;
(xvi)    all Farm Products;
(xvii)    and all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;
to secure the prompt and complete payment and performance of the Secured Obligations; provided, however, that notwithstanding any of the other provisions set forth in this Article II, this Security Agreement shall not constitute a grant of a security interest in any of the following assets, now owned or hereafter acquired or arising (the following assets being hereinafter collectively referred to as the "Excluded Collateral"): (a) any treasury stock of the Company; (b) any Equity Interest or group of Equity Interests issued by a Foreign Subsidiary representing more than 65% of the total outstanding Foreign Subsidiary Voting Stock of such Foreign Subsidiary; (c) any lease, license, contract, or agreement to which any Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other than to the extent that any such Lien or other obligation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions)), (d) any asset owned by any Grantor that is subject to a Permitted Lien or other contractual obligation that 









prohibits or requires the consent of any Person (other than the Company) not obtained as a condition to the creation of any lien on such asset (other than to the extent that any such Lien or other obligation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions)), (e) any "intent to use" Trademark applications for which a statement of use has not been filed (but only until such statement is filed, at which point such application shall constitute Collateral hereunder), (f) any property to the extent that such grant of such security interest is prohibited by any Requirement of Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law is ineffective under applicable law, (g) any Vehicle, (h) all Aircraft Collateral, (i) any Equity Interest issued by an Unrestricted Subsidiary that is not a Receivables Entity, (j) that certain promissory note dated September 14, 2007 executed by the Company and payable to the order of Premium Standard Foods, LLC (which pursuant to various assumption agreements, is currently the obligation of Murphy-Brown LLC) and (k) Margin Stock owned by any Grantor on the Effective Date
and Margin Stock purchased by the Grantors subsequent to the Effective Date in an aggregate fair market value not to exceed $2,000,000; provided that no Margin Stock shall constitute Excluded Collateral upon the Company delivering a Form FR U-1 and a Form FR G-3 in accordance with Section 5.5.  Notwithstanding the foregoing, the security interest of the Administrative Agent shall attach immediately to the property described in clauses (c), (d) and (f) at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied or such the breach or prohibition is no longer applicable or when the applicable Permitted Lien is released and, to the extent severable, shall attach immediately to any portion of such property that does not result in any of the consequences specified in clauses (c), (d) or (f) of this paragraph, including any proceeds of such property.  Notwithstanding anything to the contrary herein, the Grantors make no representations or warranties hereunder, and the covenants hereunder shall not apply, in respect of the Excluded Collateral.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Grantor represents and warrants to the Administrative Agent and the other Secured Parties that:
3.1.    Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto.  When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit D, the Administrative Agent will have a fully perfected first priority security interest (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).
3.2.    Type and Jurisdiction of Organization, Organizational and Tax Identification Numbers. As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, the type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.
3.3.    Principal Location. (a) In the case of a Grantor that is not a registered organization such Grantor's mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business) as of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto are disclosed in Exhibit A and (b) in the case of other Grantors, as of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, such Grantor's mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A.
3.4.    Deposit Accounts. As of the Effective Date, all of such Grantor's Deposit Accounts (other than deposit accounts with total aggregate balances of less than $1,000,000 that are Excluded Accounts) are listed on Exhibit B.
3.5.    Exact Names. As of the Effective Date, or, with respect to any Additional Grantor, such other date 









such Grantor becomes a party hereto, such Grantor's name in which it has executed this Security Agreement is the exact name as it appears in such Grantor's organizational documents, as amended, as filed with such Grantor's jurisdiction of organization.  As of the Effective Date, such Grantor
has not, during the past five years (i) other than as set forth in Part A of Exhibit A, been known by or used any other corporate or fictitious name, (ii) except as described on Exhibit E, been a party to any merger or consolidation or (iii) except as described in Exhibit E, acquired all of the Equity Interests or all or substantially all of the assets, or a business unit, division, product line or line of business of a Person.
3.6.    Letter-of-Credit Rights and Chattel Paper. As of the Effective Date, Exhibit F lists all Letter-of-Credit Rights that are not Supporting Obligations and Chattel Paper of such Grantor involving amounts, individually or in the aggregate, in excess of $10,000,000. As of the date of the most recent delivery of quarterly and annual financial statements in accordance with the Credit Agreement, Exhibit F lists all Chattel Paper of such Grantor involving amounts, individually, in excess of $10,000,000. All actions requested by the Administrative Agent to be taken by such Grantor to protect and perfect the Administrative Agent's Lien on the Chattel Paper listed on Exhibit F (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) have been duly taken. The Administrative Agent will have a fully perfected security interest in the Chattel Paper listed on Exhibit F prior to any other Liens other than Permitted Liens.  Such Grantor has not pledged, assigned or delivered any letter of credit or Chattel Paper to any third party other than the Administrative Agent or the Term Debt Representative (to the extent required by the Intercreditor Agreement).
3.7.    Accounts and Chattel Paper.
(a)    The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time.  As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all material respects what they purport to be.
(b)    With respect to its Accounts, as of the date of the most recently delivered Borrowing Base Certificate, (i) except as specifically disclosed on the most recent Borrowing Base Certificate, to such Grantor's knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability of any Eligible Account or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor's books and records and any invoices, statements and Collateral Reports with respect thereto; and (ii) such Grantor has no knowledge that any Account Debtor in respect of any Eligible Account is unable generally to pay its debts as they become due.
(c)    In addition, with respect to all of its Accounts indicated in any Borrowing Base Certificate to be an Eligible Account, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) the obligations set forth in Section 7.1 have been satisfied; and (iii) to such Grantor's knowledge, all Account Debtors have the capacity to contract.
3.8.    Inventory. (a) With respect to any of its Inventory scheduled or listed on the most recent Borrowing Base Certificate, Exhibit A sets forth the information required thereby for all of such Grantor's Inventory (other than Inventory in transit) located at a location (i) owned by such Grantor and (ii) which is leased by such Grantor as lessee (x) where the aggregate value of the Inventory of such Grantor at such location is in excess of $5,000,000 and (y) where at least 80% of the Inventory of the Grantors at all leased real properties is located, as designated in Part B of Exhibit A and (b)(i) as of the Effective Date, Part C of Exhibit A sets forth the information required thereby for all of such Grantor's Inventory located at a location at which Inventory is held in a public warehouse or is otherwise held by a bailee or on
consignment where the aggregate value of the Inventory of such Grantor at such location is in excess of $1,000,000 and (ii) with respect to any of its Inventory scheduled or listed on the most recent Borrowing Base Certificate 









delivered subsequent to the Effective Date, Part C of Exhibit A sets forth the information required thereby for all of such Grantor's Inventory located at a location at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment (x) where the aggregate value of the Inventory of such Grantor at such location is in excess of $5,000,000 and (y) where at least 80% of the Inventory located at locations at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment.  In addition (a) such Inventory specified therein as Eligible Inventory satisfies the requirements applicable thereto, (b) such Inventory has been produced in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder and (c) the completion of manufacture, sale or other disposition of such Inventory (other than Inventory of the type described in clause (n) of the definition of Eligible Inventory) by the Administrative Agent following an Event of Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.
3.9.    Intellectual Property.
(a)    Exhibit G is, as of the Effective Date, a complete and correct list of certain registered Intellectual Property owned by the Grantors representing approximately 80% of the aggregate value of all of the registered Intellectual Property owned by the Grantors as of the Effective Date, as calculated in good faith by the Company using a valuation methodology believed to be reasonable, as of the Effective Date.
(b)    Except for dispositions permitted under the Credit Agreement, such Grantor owns or has the right to use all Material Intellectual Property free and clear of all Liens other than Permitted Liens.
(c)    On the date hereof, all Material Intellectual Property is valid, subsisting, unexpired and enforceable, has not been abandoned and to such Grantor's knowledge, does not infringe, impair, misappropriate, dilute or otherwise violate ("Infringe") the intellectual property rights of any other Person in a manner that could reasonably be expected to materially impair the value of such Intellectual Property, taken as a whole, and, except as could not reasonably be expected to result in a Material Adverse Effect, is not being Infringed by any other Person.
(d)    Except as set forth in Exhibit G, on the date hereof, none of the Material Intellectual Property is the subject of any licensing or franchising agreement pursuant to which such Grantor is the licensor.
(e)    No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or challenge the validity, enforceability, ownership or use of, or such Grantor's rights in, any Intellectual Property in any respect, and such Grantor knows of no valid basis for same, in each case, in any respect that could reasonably be expected to have a Material Adverse Effect.
(f)    No action or proceeding is pending, or, to the knowledge of such Grantor, threatened or imminent, on the date hereof (i) seeking to limit, cancel or challenge the validity, enforceability, ownership or use of any Intellectual Property or such Grantor's interest therein, or (ii) which, if adversely determined, would materially affect the value of any Intellectual Property to such Grantor, in each case, in any respect that could reasonably be expected to have a Material Adverse Effect.
(g)    This Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing statements in the offices listed on Exhibit D and a short form of this
Security Agreement with the United States Patent and Trademark Office, fully perfected first priority security interests (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in favor of the Administrative Agent on such Grantor's Material Intellectual Property, such perfected security interests are enforceable as such as against any and all creditors of and purchasers from such Grantor; and all action necessary or desirable to protect and perfect the Administrative Agent's Lien on such Grantor's Material Intellectual Property has been duly taken.
3.10.    Filing Requirements.  As of the Effective Date, none of such Grantor's Equipment is covered by any certificate of title, except for Vehicles and Aircraft Collateral.  As of the Effective Date, none of the Collateral owned 









by such Grantor is of a type for which security interests or liens may be perfected by filing under any federal statute except for (a) Vehicles; (b) Patents, Trademarks and Copyrights held by such Grantor; and (c) other Collateral in an aggregate amount not in excess of $5,000,000.
3.11.    No Financing Statements, Security Agreements.  No effective financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any relevant jurisdiction except (a) for financing statements or security agreements naming the Administrative Agent on behalf of the Secured Parties as the secured party or (b) as permitted by Section 4.1(e).
3.12.    Pledged Collateral.
(a)    As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests with an individual value in excess of $5,000,000; provided that the aggregate value of all such Equity Interests not listed on Exhibit C shall not exceed $15,000,000, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the aggregate value of all such Instruments not listed on Exhibit C shall not exceed $15,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the aggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. As of the Effective Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and clear of any Liens, except for Permitted Liens.  Such Grantor further represents and warrants that (i) all Pledged Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable and (ii) all Pledged Collateral which represents indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.
(b)    In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject that could reasonably be expected to materially and adversely affect the value of such Collateral or the rights or remedies of the Administrative Agent in respect thereof, (ii) other than in connection with a disposition permitted pursuant Section 6.05 of the Credit Agreement, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate any issuer of any Pledged Stock that is a Subsidiary of the Company to
issue additional Equity Interests, and (iii) with respect to any Pledged Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Stock pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.
(c)    As of the Effective Date, or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, except as set forth in Exhibit C, such Grantor owns 100% of the issued and outstanding Equity Interests of each issuer of Pledged Stock owned by it and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness (other than any such Indebtedness that is subordinated to the Secured Obligations) or subject to the terms of an indenture.
ARTICLE IV
COVENANTS









From the date of this Security Agreement, and thereafter until this Security Agreement is terminated, each Grantor agrees that:
4.1.    General.
(a)    Collateral Records. Such Grantor will maintain in all material respects complete and accurate books and records with respect to the Collateral owned by it, and furnish to the Administrative Agent, with sufficient copies for each of the Lenders, such reports relating to such Collateral as the Administrative Agent shall from time to time reasonably request.
(b)    Authorization to File Financing Statements; Ratification.  Such Grantor hereby authorizes the Administrative Agent to file, and if requested will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Administrative Agent in order to maintain, to the extent required hereunder or under the Credit Agreement, a first priority perfected security interest (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in and, if applicable, Control of, the Collateral owned by such Grantor.  Any financing statement filed by the Administrative Agent may be filed in any filing office in any .UCC jurisdiction and may (i) indicate such Grantor's Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Such Grantor also agrees to furnish any such information to the Administrative Agent promptly upon request.  Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.
(c)    Further Assurances: Exceptions to Perfection.  Such Grantor will, upon the request of the Administrative Agent, furnish to the Administrative Agent statements and schedules further
identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Administrative Agent may reasonably request, all in such detail as the Administrative Agent may reasonably specify.  Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder.  Notwithstanding the foregoing however, in addition to the other exceptions made in this Security Agreement to the perfection of the Liens created hereby, if no Default exists:  
(i)    a Grantor may retain any letters of credit and money received or held in the ordinary course of business;
(ii)    a Grantor shall not be required to:
(A)    take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest of the Administrative Agent in the Equity Interest of any Foreign Subsidiaries pledged pursuant hereto or in any Intellectual Property registered outside the Untied States of America; 
(B)    obtain and deliver to the Administrative Agent, for the purpose of any fixture filings to be made by the Administrative Agent, real property descriptions for any of such Debtor's locations or places of business (other than with respect to the Mortgaged Property to the extent required by the Credit Agreement); 
(C)    file or have filed any effective financing statement under the provisions of 









the Food Security Act of 1985 (7 U.S.C. §1631, as amended) and the regulations promulgated thereunder; or
(D)    obtain the consent of any third party with respect to the pledge hereunder of any Pledged Collateral issued by a Person who is not a wholly-owned Subsidiary or otherwise cause the Administrative Agent to have Control over any Pledged Collateral issued by a Person who is not a wholly-owned Subsidiary.
(d)    Disposition of Collateral.  Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions permitted pursuant to Section 6.05 of the Credit Agreement.
(e)    Liens.  Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created by this Security Agreement, and (ii) other Permitted Liens.
(f)    Other Financing Statements.  Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except in respect of Liens permitted by Section 4.1(e).  Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Administrative Agent, subject to such Grantor's rights under Section 9-509(d)(2) of the UCC.
(g)    Locations.  Such Grantor will not maintain any Inventory, Equipment, Farm Products, books and records relating to the Collateral or other tangible Collateral (other than Collateral in transit) owned by it at any location (other than (i) those locations listed on Exhibit A or identified in a notice
delivered to the Administrative Agent pursuant to Section 4.13, and (ii) those locations not required by Section 3.8 to be listed on Exhibit A) unless it shall have notified the Administrative Agent in writing, by amending, supplementing or restating Exhibit A hereto to add any such other location, no later than the date required for delivery of the Borrowing Base Certificate pursuant to Section 5.01(f) of the Credit Agreement and shall have obtained a Collateral Access Agreement for each such location to the extent required by Section 4.13.
(h)    Compliance with Terms. Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral except to the extent any failure to comply could not reasonably be expected to result in a Material Adverse Effect.
4.2.    Receivables.
(a)    Certain Agreements on Receivables.  Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, so long as no Event of Default shall have occurred and be continuing, such Grantor may reduce the amount of any Receivable in accordance with its present policies and in the ordinary course of business or otherwise as appropriate in its commercially reasonable business judgment.
(b)    Collection of Receivables.  Except as otherwise provided in this Security Agreement, such Grantor will use commercially reasonable efforts to collect and enforce, at such Grantor's sole expense and as appropriate in its commercially reasonable business judgment, all amounts due or hereafter due to such Grantor under the Receivables owned by it.
(c)    Delivery of Invoices.  At the request of the Administrative Agent, such Grantor will promptly deliver to the Administrative Agent duplicate invoices with respect to each Account requested by the Administrative Agent and owned by such Grantor bearing such language of assignment as the Administrative Agent shall specify.
(d)    Disclosure of Counterclaims on Receivables.  If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on any Eligible Account in excess of $500,000 owned by such Grantor exists or (ii) if, to the knowledge of such Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been 









asserted or threatened with respect to any such Eligible Account in excess of $500,000, such Grantor will disclose such fact to the Administrative Agent in writing together with the delivery of each Borrowing Base Certificate.
(e)    Electronic Chattel Paper.  Such Grantor shall take all steps requested by the Administrative Agent to grant the Administrative Agent Control of all electronic chattel paper involving amounts in excess of $5,000,000, in accordance with the UCC and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.
4.3.    Inventory and Equipment. 
(a)    Maintenance of Goods.  Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment material to the conduct of its business in good repair and working and saleable condition, except for (i) damaged or defective goods arising in the ordinary course of such Grantor's business, (ii) ordinary wear and tear in respect of the Equipment, (iii) casualty and condemnation events (to the extent such casualty or condemnation, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect) and (iv) dispositions permitted pursuant to the Credit Agreement.
(b)    Returned Inventory.  Such Grantor shall, at such time as any Financial Officer of such Grantor knows or should have known, promptly report to the Administrative Agent any return of Inventory involving an amount in excess of $20,000,000.  Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory.  In the event any Account Debtor returns Inventory to such Grantor when an Event of Default exists, such Grantor, upon the request of the Administrative Agent, shall: (i) hold the returned Inventory in trust for the Administrative Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the returned Inventory solely according to the Administrative Agent's written instructions; and (iv) not issue any credits or allowances with respect thereto without the Administrative Agent's prior written consent.  All returned Inventory shall be subject to the Administrative Agent's Liens thereon.  Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the amount owing by the Account Debtor with respect to such returned Inventory and such returned Inventory shall not be Eligible Inventory.
(c)    Inventory Count; Perpetual Inventory System.  Such Grantor will conduct a physical count of its Inventory or other similar procedure in accordance with GAAP at least once per fiscal year, and after and during the continuation of an Event of Default, at such other times as the Administrative Agent requests.  Such Grantor, at its own expense, shall deliver to the Administrative Agent the results of each physical verification, which such Grantor has made, or has caused any other Person to make on its behalf, of all or any portion of its Inventory.  Such Grantor will maintain a perpetual inventory reporting system at all times.
4.4.    Delivery of Instruments, Securities, Chattel Paper and Documents.  Subject to the Intercreditor Agreement, such Grantor will (a) deliver to the Administrative Agent, within 30 days of the execution of this Security Agreement (or such later date as the Administrative Agent may agree to in its sole discretion) any Chattel Paper, Certificated Securities and Instruments constituting Collateral owned by it whose value exceeds $5,000,000, (b) hold in trust for the Administrative Agent upon receipt and (i) promptly thereafter deliver to the Administrative Agent, all Certificated Securities that represent Equity Interests in Subsidiaries and (ii) contemporaneously with the delivery of quarterly and annual financial statements in accordance with the Credit Agreement, deliver to the Administrative Agent any such Chattel Paper, Certificated Securities and Instruments constituting Collateral whose value exceeds $5,000,000; provided that with respect to a new issuance of Certificated Securities that represent Equity Interests of an issuer whose Equity Interests have previously been pledged to the Administrative Agent, such newly issued Certificated Securities shall be delivered within 30 days of such issuance, (c) cause any Indebtedness of a Restricted Subsidiary owed to any Grantor in excess of $5,000,000 to be evidenced by a duly executed promissory note (or subject to a global note) that, in either case, is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request; provided that the Company will deliver to the Administrative Agent a duly executed global note for loans among the Company and the Restricted Subsidiaries 









together with proper instruments of assignment duly executed and such other instruments or documents as the Administrative Agent may reasonably request within 30 days of the Effective Date, or such longer period as the Administrative Agent may agree, in its sole discretion, and (d) upon the Administrative Agent's reasonable request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral; provided that prior to an Event of Default, no Grantor shall have any obligation to deliver any such Documents with a value, in any individual case, less than $3,000,000.
4.5.    Uncertificated Pledged Collateral.  a) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account.  With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent use its commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account.  Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent Control other than with respect to Pledged Collateral that constitutes Permitted Investments in an Excluded Account.
(b)    Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Subsidiary pledged hereunder that is represented by a certificate, shall be a "security" within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, unless otherwise approved by the Administrative Agent, shall at all times hereafter be represented by a certificate, which shall be a "security" within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction.
(c)    Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder and not represented by a certificate shall not be a "security" within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a "security" within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a "security" and issue any certificate representing such interest if promptly thereafter the applicable Grantor delivers such certificate to the Administrative Agent).
(d)    In the event the interests in any limited liability company or limited partnership not represented by a certificate are pledged by a Grantor hereunder after the Effective Date such Grantor shall promptly thereafter provide the Administrative Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.
4.6.    Pledged Collateral.
(a)    Changes in Capital Structure of Issuers.  Such Grantor will not (i) permit or suffer any Subsidiary that is an issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve,
merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, 









reduce its capital, sell or encumber all or substantially all of its assets (except for dissolutions, mergers or liquidations permitted pursuant to Section 6.03 of the Credit Agreement, Permitted Liens and sales of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity (except for mergers or consolidations permitted pursuant to Section 6.03 of the Credit Agreement), or (ii) vote any such Pledged Collateral in favor of any of the foregoing.
(b)    Issuance of Additional Securities. Except as permitted by the Credit Agreement, such Grantor will not permit or suffer any Subsidiary that is an issuer of Pledged Stock owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor or any other Grantor.
(c)    Registration of Pledged Collateral. If an Event of Default shall have occurred and be continuing, such Grantor will permit any registerable Pledged Collateral owned by it to be registered in the name of the Administrative Agent or its nominee at any time at the option of the Administrative Agent.
(d)    Exercise of Rights in Pledged Collateral.
(i)    Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral.
(ii)    Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.
(iii)    Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral held by it to the extent not in violation of the Credit Agreement other than dividends and interest paid at any time when an Event of Default shall have occurred and be continuing (collectively referred to as the "Excluded Payments"); provided, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement.
(iv)    All Excluded Payments, whenever paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral (or, if paid in cash, deposited in a Controlled Deposit Account) and shall, if received by such Grantor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Administrative Agent as Pledged Collateral or deposited in a Controlled Deposit Account, as applicable, in the same form as so received (with any necessary endorsement).
(v)    Such Grantor hereby authorizes and instructs each issuer of any Investment Property pledged by such Grantor hereunder to, and each Grantor that is an issuer of Investment Property pledged by another Grantor agrees and consents to, (i) comply with any
instruction received by it from the Administrative Agent in writing (and any other issuer from time to time hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.
4.7.    Intellectual Property.
(a)    At the request of the Administrative Agent such Grantor will use its commercially reasonable efforts 









to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Administrative Agent of any Material Intellectual Property held by such Grantor and to enforce the security interests granted hereunder.
(b)    To the extent constituting Material Intellectual Property, such Grantor will (i) continue to use in all material respects each Trademark in connection with each and every trademark class of goods or services applicable to its current business in order to maintain such Trademark in full force free in all material respects from any claim of abandonment for non-use, (ii) maintain as in the past the quality of all products and services offered under such Trademark in all material respects, (iii) use each Trademark with all appropriate notices of registration and other legends required by applicable laws in all material respects, (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement, and (v) not (and use commercially reasonable efforts to not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark could reasonably be expected to become invalidated or impaired in any material respect.
(c)    Such Grantor will not do any act, or omit to do any act, whereby any Patent may become forfeited, abandoned or dedicated to the public, in any respect that could reasonably be expected to have a Material Adverse Effect.
(d)    Such Grantor will not (and will use commercially reasonably efforts to not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired to the extent that could reasonably be expected to have a Material Adverse Effect.  Such Grantor will not (either itself or through licensees) do any act whereby any portion of any Copyright may fall into the public domain to the extent that could reasonably be expected to have a Material Adverse Effect.
(e)    Such Grantor (either itself or through licensees) will not do any act that knowingly uses any Intellectual Property to Infringe the intellectual property rights of any other Person in each case, in any respect that could reasonably be expected to have a Material Adverse Effect.
(f)    Such Grantor shall notify the Administrative Agent promptly if it knows or has reason to know that any application or registration relating to any Material Intellectual Property is reasonably likely to become forfeited, abandoned or dedicated to the public, or of any material adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor's rights in, or the validity, enforceability, ownership or use of any Material Intellectual Property, including, without limitation, its right to register the same, or to keep and maintain the same.
(g)    Upon request of the Administrative Agent, such Grantor shall execute and deliver any and all security agreements as the Administrative Agent may request to evidence the Administrative Agent's security interest in any registered Intellectual Property (or, with respect to any Material Intellectual Property, the Administrative Agent's first priority security interest therein).
(h)    Such Grantor shall take all actions necessary or reasonably requested by the Administrative Agent to maintain the registration of each of its material Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings, unless such Grantor shall determine, in its reasonable business judgment, that such Patent, Trademark or Copyright is not material to the conduct of such Grantor's business or the business of the Grantors, taken as a whole.
(i)    Such Grantor shall, unless it shall, in its reasonable business judgment, determine that such Intellectual Property is in no way material to the conduct of its business or operations (or the business or operations of the Grantors, taken as a whole), promptly take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property, including, by suing for Infringement, and recovering any and all damages for such Infringement.  In the event that such Grantor institutes suit because any of its Intellectual Property constituting Collateral is Infringed, such Grantor shall comply with Section 4.8.









4.8.    Commercial Tort Claims.  Such Grantor shall promptly, and in any event within 30 days after the same is acquired by it, notify the Administrative Agent of any Commercial Tort Claim (as defined in the UCC) in excess of $10,000,000 acquired by it and, unless the Administrative Agent otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit I hereto, granting to Administrative Agent a first priority security interest (or, at any time when the Intercreditor Agreement is in effect, a perfected security interest with the priority required pursuant thereto) in such Commercial Tort Claim.
4.9.    Commodity and Security Accounts.   Unless an Event of Default exists, no Grantor will be required to grant the Administrative Agent Control over any commodity or securities account.  At the Administrative Agent's request after the occurrence and during the continuation of an Event of Default, each Grantor will take such action as the Administrative Agent may require to grant the Administrative Agent Control over all commodities accounts and all securities accounts that are not Excluded Accounts owned by the Grantors.
4.10.    No Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers or remedies.
4.11.    Collateral Access Agreements. Such Grantor shall use commercially reasonable efforts after the Effective Date to obtain a Collateral Access Agreement, from the lessor of each leased property, mortgagee of owned property or bailee or consignee with respect to any warehouse, processor or converter facility or other location where Inventory is stored or located, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Inventory at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent; provided that such Grantor shall not be required to seek to obtain a Collateral Access Agreement with respect to any location (i) subject to a Collateral Access Agreement (as defined in the Existing Credit Agreement) pursuant to the Prior Security Agreement or for which such Grantor used commercially reasonable efforts to obtain a Collateral Access Agreement pursuant to the Prior Security Agreement, (ii) where Inventory is held by a
bailee or on consignment at which the value of the Inventory stored or located is less than $5,000,000 so long as the aggregate amount of the Inventory of all Grantors at such locations for which the Grantors do not seek to obtain Collateral Access Agreements does not exceed 80% of the Inventory of the Grantors at all locations where Inventory is held by a bailee or on consignment and (iii) which is real property leased by such Grantor where the aggregate value of the Inventory of such Grantor at such location is less than $5,000,000 so long as the aggregate amount of the Inventory of all Grantors at such locations for which the Grantors do not seek to obtain Collateral Access Agreements does not exceed 80% of the Inventory of the Grantors at all leased real properties is located.  Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or third party warehouse where any Inventory is or may be located.
4.12.    Deposit Account Control Agreements.  Such Grantor will provide to the Administrative Agent a Deposit Account Control Agreement in respect of each deposit account of such Grantor, other than any Excluded Account, duly executed on behalf of such Grantor and each financial institution holding such deposit account of such Grantor; provided that, the Administrative Agent may, in its discretion, defer delivery of any such Deposit Account Control Agreement, establish a Reserve with respect to any deposit account for which the Administrative Agent has not received such Deposit Account Control Agreement, and may require such Grantor to open and maintain a new deposit account with a financial institution subject to a Deposit Account Control Agreement; provided further that no such Deposit Account Control Agreement shall be required prior to the date that is 60 days following the Effective Date (or such later date as the Administrative Agent shall agree in its sole discretion).  In the case of Deposit Accounts (other than Excluded Accounts) maintained with Lenders, the terms of the agreement granting Control shall be subject to the provisions of the Credit Agreement regarding setoffs.  Notwithstanding the foregoing, the Company shall determine the aggregate balance of cash and Permitted Investments of all Grantors in accounts (other than Excluded Accounts) not subject to Deposit Account Control Agreements or other appropriate Control agreements in favor of the Administrative Agent at each time when the Company delivers Borrowing Base reports pursuant to Section 5.01(f) of 









the Credit Agreement and if such aggregate balance shall at any time of determination exceed $10,000,000, the Company shall promptly eliminate such excess from such accounts or shall within 30 days enter, or cause the applicable Grantors to enter, into one or more Deposit Account Control Agreements or other appropriate Control agreements with respect to each relevant account in favor of the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent so that there shall not thereafter be any such excess.
4.13.    Change of Name or Location. Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) in the case of a Grantor that is not a registered organization, change its chief executive office or sole place of business, as applicable, as set forth in this Security Agreement, (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or organization, or (e) change its state of incorporation or organization, in each case, unless it shall have provided the Administrative Agent at least fifteen days' days prior written notice thereof and taken any action reasonably requested by the Administrative Agent in connection therewith to continue the perfection following such change of any Liens in favor of the Administrative Agent, on behalf of Secured Parties, in any Collateral; provided that any new location shall be in the United States.
4.14.    Updated Collateral Information. Such Grantor shall promptly furnish to the Administrative Agent from time to time upon the Administrative Agent's reasonable request, such updates to the information covered by Article III, including any of Exhibits A through I hereto, such that such updated information and exhibits are true and correct as of the date so furnished.
ARTICLE V
REMEDIES
5.1.    Remedies.
(a)    Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may exercise any or all of the following rights and remedies:
(i)    those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that this Section 5.1(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Secured Parties prior to an Event of Default;
(ii)    those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement;
(iii)    give notice of sole control or any other instruction under any Deposit Account Control Agreement or any other control agreement with any securities or commodity intermediary and take any action therein with respect to such Collateral;
(iv)    without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor's premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable; and
(v)    concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates 









or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof.
(b)    The Administrative Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.
(c)    The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases.
(d)    Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent.  The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent's remedies (for the benefit of the Administrative Agent and Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.
(e)    Notwithstanding the foregoing, neither the Administrative Agent nor the Secured Parties shall be required to (1) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.
(f)    Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.
5.2.    Grantor's Obligations Upon Default. Upon the request of the Administrative Agent after the occurrence and during the continuance of an Event of Default, each Grantor will:
(a)    assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Agent, whether at a Grantor's premises or elsewhere;
(b)    permit the Administrative Agent, by the Administrative Agent's representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy;
(c)    prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such 









other documentation in connection with the Pledged Collateral as the Administrative Agent may request, all in form and substance satisfactory to the Administrative Agent, and furnish to the Administrative Agent, or cause an issuer of Pledged Collateral to furnish to the Administrative Agent, any information regarding the Pledged Collateral in such detail as the Administrative Agent may specify;
(d)    take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Administrative Agent to consummate a public sale or other disposition of the Pledged Collateral; and
(e)    at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent's request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.
5.3.    Grant of Intellectual Property License.  For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor's or any other Grantor's Inventory directly to any person, including without limitation persons who have previously purchased any such Inventory and in connection with any such sale or other enforcement of the Administrative Agent's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.
5.4.    Subordination. Each Grantor and each Issuer that executes and delivers any Acknowledgement and Consent confirming that it is bound hereby, hereby agrees that, upon the occurrence and during the continuance of an Event of Default, unless otherwise agreed by the Administrative Agent, all Indebtedness owing to it by the Company or any of its Restricted Subsidiaries shall be fully subordinated to the indefeasible payment in full in cash of such Grantor's Secured Obligations or Guaranteed Obligations, as the case may be.
5.5.    Margin Stock. In the event that the aggregate fair market value of the Margin Stock owned by the Grantors exceeds $2,000,000, the Company shall deliver to the Administrative Agent a completed Form FR U-1 and a completed Form FR G-3 reasonably satisfactory to the Administrative Agent.
ARTICLE VI
ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY
6.1.    Account Verification. The Administrative Agent may upon the occurrence and during the continuance of an Event of Default, in the Administrative Agent's own name, in the name of a nominee of the Administrative Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Administrative Agent's satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.
6.2.    Authorization for Secured Party to Take Certain Action.
(a)    Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to 









execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Collateral, (ii) to endorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Administrative Agent Control over such Pledged Collateral, (v) to apply, subject to the Intercreditor Agreement, the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Section 7.3, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Administrative Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, (ix) to sign such Grantor's name on any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of the Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor's rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor's name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.
(b)    All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Administrative Agent, for the benefit of the Secured Parties, under this Section 6.2 are solely to protect the Administrative Agent's interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. The Administrative Agent agrees that, except for the powers granted in Section 6.2(a)(i)-(vi) and Section 6.2(a)(xvi), it shall not exercise any power or authority granted to it unless an Event of Default has occurred and is continuing.
6.3.    Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED
COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT.
6.4.    Nature of Appointment; Limitation of Duty.    THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY 









AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE ADMINISTRATIVE AGENT, NOR ANY SECURED PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
ARTICLE VII
COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS;
DEPOSIT ACCOUNTS
7.1.    Collection of Receivables; Lockbox of Payments.
(a)    Lockboxes.  On or before the date that is 60 days following the Effective Date (or such later date as the Administrative Agent shall agree in its sole discretion), each Grantor shall (a) execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than an Excluded Account) maintained by such Grantor as of the Effective Date into which cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a "Collateral Deposit Account"), which Collateral Deposit Accounts are identified as such on Exhibit B, and (b) establish lock box service (the "Lock Boxes") with the bank(s) set forth in Exhibit B, which lock boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Administrative Agent and shall be accompanied by an acknowledgment by the bank where the Lock Box is located of the Lien of the Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to any Controlled Deposit Account (a "Lock Box Agreement"). After the Effective Date, each Grantor will comply with the terms of Section 7.2.  
(b)    Notice to Account Debtors and Receivables Entity.  Each Grantor shall direct all of its Account Debtors to forward payments directly to Lock Boxes or Collateral Deposit Accounts provided that each Receivables Originator may direct its Account Debtors to make payments to lock boxes and Deposit Accounts owned by or otherwise under the Control of the Receivables Entity.  Each Receivable Originator will cause the Receivable Entity to forward payments arising from the sale by the Receivable Originators of their Receivables directly to one of the Lock Boxes or Collateral Deposit Accounts.
7.2.    Funds in the Controlled Deposit Accounts.  When no Event of Default exists, the Grantors shall be entitled to utilize the funds in any Controlled Deposit Account.  When an Event of Default exists and the Administrative Agent provides notice thereof to the depository bank at which a Controlled Deposit Account is maintained, no Grantor shall be entitled to utilize the funds in the such Controlled Deposit Account, the Administrative Agent shall have sole access to the related Lock Boxes and such Controlled Deposit Accounts and no Grantor shall otherwise remove any item from such Lock Boxes or from such Controlled Deposit Account without the Administrative Agent's prior written consent.  After notice has been provided pursuant to the foregoing sentence, if any Grantor thereafter shall refuse or neglect to notify any Account Debtor or the Receivables Entity to forward payments directly to a Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account, the Administrative Agent be entitled to make such notification directly to Account Debtor or the Receivables Entity.  If notwithstanding the foregoing instructions, any Grantor receives any proceeds of any Receivables (whether from the payment thereof, the sale to the Receivables Entity or otherwise) while an Event of Default exists such Grantor shall receive such payments as the Administrative Agent's trustee, and shall promptly deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it in a Collateral Deposit Account.
7.3.    Covenant Regarding New Deposit Accounts; Lock Boxes.  Before opening or replacing any Collateral Deposit Account or other Deposit Account (other than an Excluded Account), or establishing a new Lock Box, each 









Grantor shall cause each bank or financial institution in which it seeks to open (i) a Deposit Account, to enter into a Deposit Account Control Agreement with the Administrative Agent in order to give the Administrative Agent Control of such Deposit Account, or (ii) a Lock Box, to enter into a Lock Box Agreement with the Administrative Agent in order to give the Administrative Agent Control of the Lock Box.  In the case of Deposit Accounts or Lock Boxes maintained with Lenders, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.
7.4.    Application of Proceeds; Deficiency.  At any time that an Event of Default has occurred and is continuing the Administrative Agent may require all cash proceeds of the Collateral, to be deposited in a special non-interest bearing cash collateral account with the Administrative Agent and held there as security for the Secured Obligations.  No Grantor shall have any control whatsoever over said cash collateral account.  Any such proceeds of the Collateral received when an Event of Default exists shall be applied, subject to the Intercreditor Agreement, in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct.  The balance, if any, after all of the Secured Obligations have been satisfied, shall be deposited by the Administrative Agent into the Company's general operating account with the Administrative Agent or as a court of competent jurisdiction shall otherwise direct.  The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys' fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency.
ARTICLE VIII
GENERAL PROVISIONS
8.1.    Waivers. To the maximum extent permitted under applicable law, each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any
Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such Secured Party as finally determined by a court of competent jurisdiction.  To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any Secured Party, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise.  Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.
8.2.    Limitation on Administrative Agent's and Secured Parties' Duty with Respect to the Collateral. The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Administrative Agent and each Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control.  Neither the Administrative Agent nor any Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or such Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection 









or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent's exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.
8.3.    Compromises and Collection of Collateral.  The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable.  In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.
8.4.    Secured Party Performance of Debtor Obligations.  Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and failed to so in the time frame required hereunder, and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors' obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable not later than 10 Business Days after receipt of a reasonably detailed invoice therefor.
8.5.    Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.11, 4.12, 4.13, 5.3, or 8.7 or in Article VII will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and Lenders have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the Lenders to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.
8.6.    Dispositions Not Authorized.  No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Administrative Agent or the Secured Parties unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction 









of the Required Lenders required under Section 9.02 of the Credit Agreement).
8.7.    No Waiver; Amendments; Cumulative Remedies.  No delay or omission of the Administrative Agent or any Secured Party to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.  Except for the execution and delivery of a Joinder Agreement pursuant to Section 5.14 of the Credit Agreement and Section 8.16 hereof, no waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Credit Agreement (and in compliance with the Intercreditor Agreement) and then only to the extent in such writing specifically set forth.  All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Secured Parties until the Secured Obligations have been paid in full.  No notice to or demand on any Grantor in any case shall
entitle such Grantor or any other Grantor to any other or further notice or demand in similar or other circumstances.
8.8.    Limitation by Law; Severability of Provisions.  All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part.  Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.
8.9.    Reinstatement.  This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor's assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though such payment or performance had not been made.  In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
8.10.    Benefit of Agreement.  The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the other Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Lenders and any assignment in violation of this Section 8.10 shall be null and void.  No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Secured Parties, hereunder.
8.11.    Survival of Representations.  All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.
8.12.    Taxes and Expenses.  Any taxes (including income taxes) payable or ruled payable by Federal or State or other taxing entity or authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. The Grantors shall reimburse, as set forth in Section 9.03 of the Credit Agreement, the 









Administrative Agent for any and all out-of-pocket expenses paid or incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral).  Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.
8.13.    Headings.  The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.
8.14.    Termination; Release.  b) This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations (other than any Banking Services Obligations, Swap Obligations or contingent indemnification obligations not yet due and payable) have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or supporting letter of credit has been delivered to the Administrative Agent as required by the Credit Agreement) and no commitments of the Administrative Agent or the Lenders which would give rise to any Secured Obligations (other than any Banking Services Obligations, Swap Obligations or contingent indemnification obligations not yet due and payable) are outstanding.
(b)    Liens on the Collateral will be released in accordance with Section 9.02(d) of the Credit Agreement and Section 4.2 of the Intercreditor Agreement.
8.15.    Entire Agreement; Amendment and Restatement.  This Security Agreement together with the other Loan Documents embodies the entire agreement and understanding between the Grantors and the Administrative Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Administrative Agent relating to the Collateral.  This Security Agreement amends and restates in its entirety the Prior Security Agreement.  The execution of this Security Agreement does not extinguish the Liens created under the Prior Security Agreement nor does it constitute a novation with respect to such Liens, which Liens are continued hereunder.
8.16.    Additional Grantors.  Each Grantor acknowledges that, pursuant to Section 5.14 of the Credit Agreement, the Company and each other Loan Party is required to cause each Material Subsidiary created or acquired after the Effective Date and any Subsidiary that otherwise becomes a Material Subsidiary after the Effective Date to become a party hereto as an additional Grantor (each such Person, an "Additional Grantor") by executing and delivering a Joinder Agreement (a "Joinder") substantially in the form of Exhibit D to the Credit Agreement along with supplements to the Exhibits to this Security Agreement necessary to reflect additional Collateral provided by the Additional Grantor.  Upon delivery of any such Joinder to the Administrative Agent, notice of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor hereunder and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto.  Each Grantor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor hereunder, (b) by any failure by the Company or any Grantor to cause any Subsidiary of the Company to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Administrative Agent's or any of the other Secured Party's actions in effecting, or failure to effect, any such Joinder, or in releasing any Grantor hereunder, in each case, without the necessity of giving notice to or obtaining the consent of any other Grantor.  This Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.
8.17.    Choice of Law. This Security Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to the conflict of laws principles thereof, but giving effect to federal laws applicable to national banks.  This governing law election has been made by the parties in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.
8.18.    Counterparts. This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by 









signing any such counterpart.  Delivery of an executed counterpart of a signature page of this Security Agreement by facsimile or by other electronic transmission shall be effective as delivery of a manually executed counterpart of this Security Agreement.
8.19.    Intercreditor Agreement.  Notwithstanding anything to the contrary contained in this Security Agreement, the Liens granted pursuant to this Security Agreement or any other Loan Document shall be subject to the terms and conditions of (and the exercise of any right or remedy by the Administrative Agent hereunder or thereunder shall be subject to the terms and conditions of), the Intercreditor Agreement.  In the event of any conflict between this Security Agreement or any other Loan Document and the Intercreditor Agreement, the Intercreditor Agreement shall control, and no right, power, or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent in contravention of the Intercreditor Agreement.  Without limiting the generality of the foregoing, and notwithstanding anything herein to the contrary, all rights and remedies of the Administrative Agent (and the Secured Parties) shall be subject to the terms of the Intercreditor Agreement, and, with respect to the Term Debt Priority Collateral until the Term Debt Obligations Payment Date, any obligation of the Company and other Grantor hereunder or under any other Loan Document with respect to the delivery or control of any Term Debt Priority Collateral, the novation of any lien on any certificate of title, bill of lading or other document, the giving of any notice to any bailee or other Person, the provision of voting rights or the obtaining of any consent of any Person, in each case in connection with any Term Debt Priority Collateral shall be deemed to be satisfied if the Company or such Grantor, as applicable, complies with the requirements of the similar provision of the applicable Term Debt Document.  Until the Term Debt Obligations Payment Date, the delivery of any Term Debt Priority Collateral to the Term Debt Representative pursuant to the Term Loan Documents shall satisfy any delivery requirement hereunder or under any other Loan Document.
ARTICLE IX
NOTICES
9.1.    Sending Notices. Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 9.01 of the Credit Agreement.
IN WITNESS WHEREOF, the Grantors and the Administrative Agent have executed this Security Agreement as of the date first above written.                	
						
	 
	 
	GRANTORS:
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Smithfield Foods, Inc., a Virginia corporation

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/  Timothy Dykstra

	 
	 
	 
	Name:
	Timothy Dykstra

	 
	 
	 
	Title:
	Vice President

	 
	 
	 
	 
	 
	 

	 
	 
	Brown's Realty Partnership, a North Carolina general partnership

	 
	 
	Carroll's Realty Partnership, a North Carolina general partnership

	 
	 
	Smithfield-Carroll's Farms, a Virginia general partnership

	 
	 
	 
	 
	 

	 
	 
	 
	By:
	Murphy-Brown, LLC, as a general partner of each

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/  Timothy Dykstra

	 
	 
	 
	 
	 
	Name: Tim Dykstra

	 
	 
	 
	 
	 
	Title: Vice President















	
						
	 
	 
	Armour-Eckrich Meats LLC, a Delaware limited liability company

	 
	 
	Farmland Foods, Inc., a Delaware corporation

	 
	 
	John Morrell & Co., a Delaware corporation

	 
	 
	Murphy Farms of Texhoma, Inc., an Oklahoma corporation

	 
	 
	Murphy-Brown LLC, a Delaware limited liability company

	 
	 
	Patrick Cudahy, LLC, a Delaware limited liability company

	 
	 
	Premium Pet Health, LLC, a Delaware limited liability company

	 
	 
	Premium Standard Farms, LLC, a Delaware limited liability company

	 
	 
	Smithfield Global Products, Inc., a Delaware corporation

	 
	 
	The Smithfield Packing Company, Incorporated, a Delaware corporation

	 
	 
	Smithfield Purchase Corporation, a North Carolina corporation

	 
	 
	Smithfield Transportation Co., Inc., a Delaware corporation

	 
	 
	Stefano Foods, Inc., a North Carolina corporation

	 
	 
	SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.), a Delaware corporation

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/  Timothy Dykstra

	 
	 
	 
	Name:
	Timothy Dykstra

	 
	 
	 
	Title:
	Vice President

	 
	 
	 
	 
	 
	 

	 
	 
	Jonmor Investments, Inc., a Delaware corporation

	 
	 
	Patcud Investments, Inc., a Delaware corporation

	 
	 
	SFFC, Inc., a Delaware corporation

	 
	 
	SF Investments, Inc., a Delaware corporation

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Charles McCarrick

	 
	 
	 
	Name:
	Charles McCarrick

	 
	 
	 
	Title:
	President

	 
	 
	 
	 
	 
	 



















	
					
	 
	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Administrative Agent

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	By:
	/s/ James V. Kenwood

	 
	 
	James V. Kenwood, Executive Director

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	By:
	/s/ Izumi Fukushima

	 
	 
	Izumi Fukushima, Executive Director















EXHIBITS AND SCHEDULES




Exhibit A    -    Information and Collateral Locations
Exhibit B    -    Deposit Accounts and Lock Boxes
Exhibit C    -    Pledge Collateral, Securities and Other Investment Property
Exhibit D    -    Offices in which Financing Statements will be Filed
Exhibit E    -    Mergers and Acquisitions
Exhibit F    -    Letter of Credit Rights and Chattel Paper
Exhibit G    -    Intellectual Property
Exhibit H    -    Commercial Tort Claims















Exhibit A
to
Smithfield Foods, Inc.
Second Amended and Restated Security Agreement 


Information and Collateral Locations
Part A 


Notice Address for all Grantors:


Smithfield Foods, Inc.
200 Commerce Street
Smithfield, VA 23430
Attention: Robert Manly and Ken Sullivan
Fax: 757-365-3025 / 757-365-3070
	
							
	Current Legal Name
	Former Legal Names (if any), within the last five years
	Organization Type
	Jurisdiction of Organization
	EIN
	Org ID
	Address of Principal Place of Business/Chief Executive
Office

	Smithfield Foods, Inc.
	 
	Corporation
	Virginia
	52-
00845861
	VA
0488419-3
	200 Commerce Street
Smithfield, Virginia 23430

	Armour-Eckrich Meats
LLC
	Arm-Eck Acquisition, Inc.; Arm-Eck Acquisition, LLC
	Limited Liability Company
	Delaware
	20-
5453728
	DE
4211897
	4225 Naperville Road, Suite 600
Naperville, IL 60532

	Brown's Realty
Partnership
	 
	Partnership
	North
Carolina
	30-
0163824
	N/A
	2822 Highway 24 West
Warsaw, NC 28398

	Carroll's Realty
Partnership
	 
	Partnership
	North
Carolina
	56-
1811510
	N/A
	2822 Highway 24 West
Warsaw, NC 28398

	Farmland Foods, Inc.
	Farmland Distribution, Inc.; North Side Foods, Inc.
	Corporation
	Delaware
	91-
2197206
	DE
3678541
	11500 NW Ambassador Drive,
Suite 500
Kansas City, MO 64153

	John Morrell & Co.
	 
	Corporation
	Delaware
	36-
2332471
	DE
0668116
	805 East Kemper Road
OH 45246-2515

	Jonmor Investments, Inc.
	 
	Corporation
	Delaware
	51-
0374361
	DE
2607364
	103 Baynard Building, 3411
Silverside Road
Wilmington, DE 19810

	Murphy-Brown LLC
	 
	Limited Liability
Company
	Delaware
	54-
2038078
	DE
3362999
	2822 Highway 24 West
Warsaw, NC 28398

	Patcud Investments, Inc.
	 
	Corporation
	Delaware
	51 -
0336853
	DE
2276335
	103 Baynard Building, 3411
Silverside Road
Wilmington, DE 19810

	Patrick Cudahy, LLC
	Patcud Merger Sub, LLC; Patrick Cudahy, Incorporated; PC Express, Inc.; 814 Americas, Inc.
	Limited Liability
Company
	Delaware
	39-1500683
	DE 4970459
	One Sweet Apple-Wood Lane
Cudahy, WI 53110

	Premium Pet Health, LLC
	 
	Limited Liability
Company
	Delaware
	20-1903611
	DE 3884243
	1485 E. 61st Ave.
Denver, CO 80216













	
							
	Premium Standard Farms,
LLC
	New PSF, LLC;
Premium Standard
Farms, Inc.
	Limited Liability
Company
	Delaware
	26-
2335393
	DE
4400858
	P.O. Box 194/Hwy 65 N
Princeton, Missouri 64673

	SF Investments, Inc.
	 
	Corporation
	Delaware
	51-
0326024
	DE
2222594
	103 Baynard Building, 3411
Silverside Road
Wilmington, DE 19810

	SFFC, Inc.
	 
	Corporation
	Delaware
	51-
0335501
	DE
2267124
	103 Baynard Building, 3411
Silverside Road
Wilmington, DE 19810

	Smithfield Global Products Inc.
	 
	Corporation
	Delaware
	52-2242173
	DE 3210353
	370 East Maple Ave., Suite 302
Langhorne, PA 19047

	Smithfield Purchase
Corporation
	 
	Corporation
	North
Carolina
	54-
1999263
	NC
04931 13
	200 Commerce Street
Smithfield, VA 23430

	Smithfield Transportation
Co., Inc.
	Smithfield Packing
Transportation Co., Inc.; Gwaltney Transportation Co.; LPC Transport, Inc.; Valleydale Transportation Company, Inc.
	Corporation
	Delaware
	54-
1537778
	DE
2220846
	501 N. Church Street
Smithfield, VA 23430

	Smithfield-Carroll's Farms
	 
	Partnership
	Virginia
	56-
1543013
	N/A
	2822 Highway 24 West
Warsaw, NC 28398

	Stefano Foods, Inc.
	 
	Corporation
	North Carolina
	56-1865731
	NC 0338899
	4825 Hovis Road
Charlotte, NC 28208

	The Smithfield Packing Company, Incorporated
	Gwaltney of Smithfield, Ltd.
	Corporation
	Delaware
	54-1177500
	DE 0922251
	111 Commerce Street
Smithfield, VA 23430

	SFRMH Liquidation, Inc.
	RMH Foods, Inc.
	Corporation
	Delaware
	37-
0907676
	DE
0851484
	226 West Adams Street
Morton IL, 61550

	Murphy Farms of Texhoma, Inc.
	 
	Corporation
	Oklahoma
	73-
1436377
	OK 1900529956
	911 Texas Street (PO Box 426)
Texhoma, OK 73949






Owned Real Property
	
						
	Entity (Meat Producing Group)
	Address
	City
	State
	Zip

	Farmland Foods, Inc.
	RR 2, PO Box 247
	Milan
	MO
	63556

	The Smithfield Packing Company, Incorporated
	424 E. Railroad St.
	Clinton
	NC
	28328

	Smithfield Foods, Inc.
	2001-A Susan Tart Rd.
	Dunn
	NC
	28334

	Smithfield Foods, Inc.
	3600 Thermo Rd.
	Beaver Co.
	UT
	84751

	Armour-Eckrich Meats LLC
	6500 Tradewater Parkway
	Atlanta
	GA
	30336

	Smithfield Foods, Inc.
	200 Commerce St.
	Smithfield
	VA
	23430

	The Smithfield Packing Company, Incorporated
	111 Commerce Street
	Smithfield
	VA
	23430

	Smithfield Foods, Inc.
	112 Commerce St.
	Smithfield
	VA
	23430

	The Smithfield Packing Company, Incorporated
	South 23rd Street
	Middlesboro
	KY
	40965













	
						
	Armour-Eckrich Meats LLC
	8426 Baumgart Rd
	Evansville
	IN
	47725-1516

	Armour-Eckrich Meats LLC
	5301 Merchandise Dr
	Fort Wayne
	IN
	46825-5139

	Armour-Eckrich Meats LLC
	3120 N Kenmore St
	South Bend
	IN
	46628-4310

	Armour-Eckrich Meats LLC
	2522 Plantside Dr
	Louisville
	KY
	40299-2530

	Armour-Eckrich Meats LLC
	1124 E Lincoln St
	Findlay
	OH
	45840-6436

	Armour-Eckrich Meats LLC
	1901 W Iola St
	Broken Arrow
	OK
	74012-2330

	Armour-Eckrich Meats LLC
	4623 Sw 18th St
	Oklahoma City
	OK
	73128-3001

	Armour-Eckrich Meats LLC
	810 Commonwealth Dr
	Warrendale
	PA
	15086-7525

	Armour-Eckrich Meats LLC
	1603 Commerce Street
	Marshall
	TX
	75672-9215

	Armour-Eckrich Meats LLC
	130 S Town East Blvd
	Mesquite
	TX
	75149-2808

	Armour-Eckrich Meats LLC
	4830 Center Park Blvd
	San Antonio
	TX
	78218-4423

	Armour-Eckrich Meats LLC
	2103 Jacobson Dr
	Poca
	WV
	25159-9616

	Armour-Eckrich Meats LLC
	6201 Mc Arthur St
	Sioux
	IA
	51101

	The Smithfield Packing Company, Incorporated
	Rt. 22/St. Rt. #1
	Franklinville
	NC
	27248

	Armour-Eckrich Meats LLC
	1401 S Eisenhower Ave
	Mason City
	IA
	50401-
1534

	Armour-Eckrich Meats LLC
	3625 Illinois Avenue
	Saint Charles
	IL
	60174-
2418

	Armour-Eckrich Meats LLC
	410 Kirk Rd
	Saint Charles
	IL
	60174-
3432

	Armour-Eckrich Meats LLC
	3311 State Road 19 South
	Peru
	IN
	46970

	Armour-Eckrich Meats LLC
	1920 Lacy Dr
	Junction City
	KS
	66441-
7559

	Armour-Eckrich Meats LLC
	820 11th St N
	Saint James
	MN
	56081-
9685

	Armour-Eckrich Meats LLC
	5015 South 33d Street
	Omaha
	NE
	68107-
2539

	Farmland Foods, Inc.
	Highway 103
	Crete
	NE
	68333

	Farmland Foods, Inc.
	Route 59
	Denison
	IA
	51442

	Farmland Foods, Inc.
	1220 N 6th Street
	Monmouth
	IL
	61462

	Farmland Foods, Inc.
	401 Grant
	Carroll
	IA
	51401

	Farmland Foods, Inc.
	2323 S Sheridan
	Wichita
	KS
	67213

	Farmland Foods, Inc.
	2228 County Road 1
	Crete
	NE
	68333

	John Morrell & Co.
	125 Oakdale Street -Whse
	Springfield
	MA
	01104

	John Morrell & Co.
	20 Carando Drive
	Springfield
	MA
	01104

	The Smithfield Packing Company, Incorporated
	800 CW Stevens Blvd.
	Grayson
	KY
	41143

	Farmland Foods, Inc.
	13825 Wyandotte St.
	Kansas City
	MO
	64145

	John Morrell & Co.
	801 S. Kemper Road
	Springdale
	OH
	45246

	John Morrell & Co.
	1400 North Weber Ave.
	Sioux Falls
	SD
	57103

	John Morrell & Co.
	Distr Center
	Sioux Falls
	SD
	57103

	John Morrell & Co.
	1000 Cunningham Drive
	Sioux City
	IA
	51101

	John Morrell & Co.
	805 K. Kemper Road
	Springdale
	OH
	45246

	John Morrell & Co.
	803 Kemper Road
	Springdale
	OH
	45246

	Farmland Foods, Inc.
	400 N. Industrial Park
	Cumming
	GA
	30040

	Farmland Foods, Inc.
	2200 Rivers Edge Dr.
	Arnold
	PA
	15068

	Farmland Foods, Inc.
	Dr. Thomas Blvd
	Arnold
	PA
	15068













	
						
	Patrick Cudahy, LLC
	251 15th Street Northeast
	Sioux Center
	IA
	51250

	Patrick Cudahy, LLC
	One Sweet Apple-Wood Lane
	Cudahy
	WI
	53110

	Smithfield Foods, Inc.
	111 N. Church St.
	Smithfield
	VA
	23430

	Smithfield Foods, Inc.
	16526 HC Hwy 87 West
	Tar Heel
	NC
	28392

	Smithfield Foods, Inc.
	112 Main St.
	Smithfield
	VA
	23430

	Smithfield Foods, Inc.
	1911 S. Church St.
	Smithfield
	VA
	23430

	The Smithfield Packing Company, Incorporated
	16536 North NC 87 West
	Tar Heel
	NC
	28392

	The Smithfield Packing Company, Incorporated
	601 N. Church St.
	Smithfield
	VA
	23430

	The Smithfield Packing Company, Incorporated
	1780 Smithfield Way
	Kinston
	NC
	28501

	The Smithfield Packing Company, Incorporated
	5801 Columbia Park Rd.
	Landover
	MD
	20785

	The Smithfield Packing Company, Incorporated
	4611 Lykes Road
	Plant City
	FL
	33564

	The Smithfield Packing Company, Incorporated
	407 E. River Street
	Savannah
	GA
	31401

	The Smithfield Packing Company, Incorporated
	416 1/2 or 414 Prince George St.
	Williamsburg
	VA
	23188

	The Smithfield Packing Company, Incorporated
	501 N. Church St.
	Smithfield
	VA
	23430

	The Smithfield Packing Company, Incorporated
	3515 Airline Blvd.
	Portsmouth
	VA
	23701

	The Smithfield Packing Company, Incorporated
	401 N. Church Street
	Smithfield
	VA
	23430

	The Smithfield Packing Company, Incorporated
	311 County Street
	Portsmouth
	VA
	23704

	The Smithfield Packing Company, Incorporated
	8012 Hankin Industrial Park
	Toano
	VA
	23168

	The Smithfield Packing Company, Incorporated
	224 Main Street
	Smithfield
	VA
	23430

	The Smithfield Packing Company, Incorporated
	421 Prince George St.
	Williamsburg
	VA
	23185

	The Smithfield Packing Company, Incorporated
	2401 Wilco Road
	Wilson
	NC
	27893

	Stefano Foods, Inc.
	4825 Hovis Rd
	Charlotte
	NC
	28208

	Stefano Foods, Inc.
	5230 Terminal Street
	Charlotte
	NC
	28208








	
						
	Entity
	Address
	County
	City
	State
	Zip Code

	Murphy-Brown LLC
	2822 NC HWY 24 WEST
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	9113 HWY 76 EAST
	MARION
	NICHOLS
	SC
	29581

	Murphy-Brown LLC
	325 MCKAY STREET
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	137 FARROW TO FINISH LANE
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	13120 ROCKY FORD ROAD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	513 COMMERCE STREET
	SAMPSON
	CLINTON
	NC
	28328

	Murphy-Brown LLC
	2096 SOUTH NC 11 HWY
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	4134 US HWY 117
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	434 E MAIN STREET
	ISLE OF WIGHT
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	385 US HWY 158
	HALIFAX
	RANOKE RAPIDS
	NC
	27870

	Murphy-Brown LLC
	13051 US HWY 60
	ROBERTS
	MIAMI
	TX
	79059













	
						
	Murphy-Brown LLC
	316 W CHARITY ROAD
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	HWY 460 & 602
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	255 BRYANT SWAMP ROAD
	BLADEN
	BLADENBORO
	NC
	28320

	Murphy-Brown LLC
	19600 ANDREW JACKSON HWY
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	HWY 460 & 602
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	1704 W STREET JAMES STREET EXIT
	EDGECOMBE
	TARBORO
	NC
	27886

	Murphy-Brown LLC
	12160 HAM LN
	ISLE OF WIGHT
	IVOR
	VA
	23866

	Murphy-Brown LLC
	12300 HAM LN
	ISLE OF WIGHT
	IVOR
	VA
	23866

	Murphy-Brown LLC
	12520 BACON ST
	ISLE OF WIGHT
	IVOR
	VA
	23866

	Murphy-Brown LLC
	12410 BACON ST
	ISLE OF WIGHT
	IVOR
	VA
	23866

	Murphy-Brown LLC
	12411 BACON ST
	ISLE OF WIGHT
	IVOR
	VA
	23866

	Murphy-Brown LLC
	27176 BERLINDORY RD
	SOUTHAMPTON
	WAKEFIELD
	VA
	23888

	Murphy-Brown LLC
	27409 BERLINDORY RD
	SOUTHAMPTON
	WAKEFIELD
	VA
	23888

	Murphy-Brown LLC
	27221 BERLINDORY RD
	SOUTHAMPTON
	WAKEFIELD
	VA
	23888

	Murphy-Brown LLC
	4319 MARTIN LUTHER KING HWY
	SURRY
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	4315 MARTIN LUTHER KING HWY
	SURRY
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	34308 OLD WAKEFIELD RD
	SUSSEX
	WAKEFIELD
	VA
	23888

	Murphy-Brown LLC
	13715 CEDAR SIGN POST RD
	SUSSEX
	WAKEFIELD
	VA
	23888

	Murphy-Brown LLC
	34373 MUNFORD LN
	SUSSEX
	WAKEFIELD
	VA
	23888

	Murphy-Brown LLC
	31303 BARRETTS CHURCH RD
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	1617 HUNNINGTON RD
	SURRY
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	1611 HUNNINGTON RD
	SURRY
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	10124 WOODS LN
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	25271 NEWVILLE RD
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	4321 MARTIN LUTHER KING RD
	SURRY
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	20064 COMANS WELL RD
	SUSSEX
	YALE
	VA
	23897

	Murphy-Brown LLC
	12627 BETHEL CHURCH RD
	SUSSEX
	STONEY CREEK
	VA
	23882

	Murphy-Brown LLC
	2830 DIAMOND GROVE RD
	GREENSVILLE
	SKIPPERS
	VA
	23879

	Murphy-Brown LLC
	2179 BARROW DR
	DILLON
	LITTLE ROCK
	SC
	29567

	Murphy-Brown LLC
	13051 US HWY 60
	ROBERTS
	MIAMI
	TX
	79059

	Murphy-Brown LLC
	313 ELVIN CARTER LN
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	237 BATCHELOR LN
	DUPLIN
	KENANSVILLE
	NC
	28349

	Murphy-Brown LLC
	SR 1307, 956 VEACHES MILL RD
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	SR 1141 430 STOCKING HEAD RD
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	665 AMMON FARM RD
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	471 DS WILLIAMSON RD
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	SR 1131 3361 CC RD
	SAMPSON
	HARRELLS
	NC
	28444

	Murphy-Brown LLC
	SR 1141, 2126 NC 11 S
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	SR 1002 5274 OLD FAYETTEVILLE RD
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	658 EVERGREEN FARM RD
	BLADEN
	WHITE OAK
	NC
	28399

	Murphy-Brown LLC
	SR 1253, 658 POPE FARM RD
	GREENE
	STANTONSBURG
	NC
	27883

	Murphy-Brown LLC
	SR 1127, 1663 MIRIE NAYLOR RD
	SAMPSON
	HARRELLS
	NC
	28444

	Murphy-Brown LLC
	5111 NC HWY 242 N
	CUMBERLAND
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	SR 1916, 195 JOHNSON PARKER RD
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	SR 1944, 1457 A K BRYAN RD
	SAMPSON
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	437 THOMAS BROWN RD
	BLADEN
	COUNCIL
	NC
	28434

	Murphy-Brown LLC
	SR 1944 1414 K BRYAN RD
	SAMPSON
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	2313 MR HOLMES FARM RD
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	412 BONHAM RD
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	SR 1159, 532 MOON JOHNSON RD
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	610 SOUTHERN PINES LN
	SAMPSON
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	290 SOUTHERN PINES LN
	SAMPSON
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	1030 SQUIRE FARM RD
	BLADEN
	WHITE OAK
	NC
	28399

	Murphy-Brown LLC
	SR 1131 3608 CC RD
	SAMPSON
	HARRELLS
	NC
	28444

	Murphy-Brown LLC
	899-A NC 50 S
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	SR 1128, 1000-A POWELL PAGE RD
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	SR#1927, 215 BROWNS FARM LN
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	127 E WARDS BRIDGE RD
	DUPLIN
	KENANSVILLE
	NC
	28349













	
						
	Murphy-Brown LLC
	SR 1163, 618 G SHAW RD
	SAMPSON
	IVANHOE
	NC
	28447

	Murphy-Brown LLC
	SR 1128, 947 POWELL PAGE RD
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	SR 1120, 1242 LEONARD LN
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	12640 BOYKIN BRIDGE RD
	SAMPSON
	ROSEBORO
	NC
	28382

	Murphy-Brown LLC
	672 LISBON BRIDGE RD
	SAMPSON
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	2657 INDIAN HILL RD
	PENDER
	IVANHOE
	NC
	28447

	Murphy-Brown LLC
	2659 INDIAN HILL RD
	PENDER
	IVANHOE
	NC
	28447

	Murphy-Brown LLC
	1735 MURPHY HONOUR RD
	PENDER
	MAPLE HILL
	NC
	28454

	Murphy-Brown LLC
	2257 W WARDS BRIDGE RD
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	6640 OLD MINTZ RD
	SAMPSON
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	SR 1259,3316 NORRIS RD
	SAMPSON
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	3627 WHITEHURST STATION
	PITT
	ROBERSONVILLE
	NC
	27871

	Murphy-Brown LLC
	SR 1621 2928- PLANK RD
	ANSON
	WADESBORO
	NC
	28170

	Murphy-Brown LLC
	SR 2046 345 AVERY RD
	BLADEN
	FAYETTEVILLE
	NC
	28301

	Murphy-Brown LLC
	9559 HWY 53 E
	BLADEN
	KELLY
	NC
	28448

	Murphy-Brown LLC
	18169-B ARCH MCLEAN RD
	SCOTLAND
	WAGRAM
	NC
	28396

	Murphy-Brown LLC
	526 BEASLEYS RD
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	SR 1349 721 BIG ISLAND RD
	BLADEN
	WHITE OAK
	NC
	28399

	Murphy-Brown LLC
	882 OPPORTUNITY LN
	BLADEN
	WHITE OAK
	NC
	28399

	Murphy-Brown LLC
	SR 1105, 826 W PLEASANT HILL RD
	LENOIR
	PINK HILL
	NC
	28572

	Murphy-Brown LLC
	473 L&S FARM DRIVE
	BLADEN
	COUNCIL
	NC
	28434

	Murphy-Brown LLC
	360 DOGWOOD FARM LN
	HOKE
	RAEFORD
	NC
	28376

	Murphy-Brown LLC
	2525 BIG FARM LANE
	SAMPSON
	FAISON
	NC
	28341

	Murphy-Brown LLC
	320 BIG FARM LN
	SAMPSON
	FAISON
	NC
	28341

	Murphy-Brown LLC
	669 KENAN LOOP RD
	DUPLIN
	WALLACE
	NC
	28466

	Murphy-Brown LLC
	5922 MARKS RD
	HARNETT
	CAMERON
	NC
	28326

	Murphy-Brown LLC
	1133 MOORING RD
	EDGECOMBE
	TARBORO
	NC
	27886

	Murphy-Brown LLC
	SR 1255, 1148 HAYNE STRETCH RD
	SAMPSON
	AUTRYVILLE
	NC
	28318

	Murphy-Brown LLC
	SR 1700, 362 SARECTA RD
	DUPLIN
	KENANSVILLE
	NC
	28349

	Murphy-Brown LLC
	SR 1904, 4001 PINE RIDGE RD
	SAMPSON
	TURKEY
	NC
	28393

	Murphy-Brown LLC
	SR 1108, 903 CARROLLS RD
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	20952 US HWY 421
	PENDER
	IVANHOE
	NC
	28447

	Murphy-Brown LLC
	805 NC HWY 210 W
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	5943 HOBBTON HWY
	SAMPSON
	CLINTON
	NC
	28328

	Murphy-Brown LLC
	946 LUNDY RD
	SAMPSON
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	605 CARROLLS RD
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	723 CARROLLS RD
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	SR 1331 1888 BRAXTON EDGE RD
	BLADEN
	FAYETTEVILLE
	NC
	28301

	Murphy-Brown LLC
	SR 1906, 2185 THOMPSON AVE
	SAMPSON
	TURKEY
	NC
	28393

	Murphy-Brown LLC
	650 OLD LUCAS DAIRY LN
	SAMPSON
	TURKEY
	NC
	28393

	Murphy-Brown LLC
	1575 VEACHS MILL RD
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	655 OLD GOODSON FARM LN
	SAMPSON
	TURKEY
	NC
	28393

	Murphy-Brown LLC
	478 JUNIOUS LUCAS RD
	SAMPSON
	FAISON
	NC
	28341

	Murphy-Brown LLC
	881 GARDENIA LN
	SAMPSON
	CLINTON
	NC
	28328

	Murphy-Brown LLC
	1732 NC HWY 53 W
	BLADEN
	ELIZABETHTOWN
	NC
	28337

	Murphy-Brown LLC
	919 BULL ST
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	SR 1946, 408 WILLIAMS RD
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	SR 1901, 1370 JUNIOUS RD
	SAMPSON
	FAISON
	NC
	28341

	Murphy-Brown LLC
	SR 1900, 1330 LANEFIELD RD
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	SR 1003, 2493 MAGNOLIA LISBON RD
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	SR 1206, 937 TUCKAHOE RD
	PENDER
	ATKINSON
	NC
	28421

	Murphy-Brown LLC
	213 TARHEEL PACKERS DR
	BLADEN
	ST PAULS
	NC
	28384

	Murphy-Brown LLC
	SR 1700, 6910 BATTEN BURNEY RD
	COLUMBUS
	WHITEVILLE
	NC
	28472

	Murphy-Brown LLC
	441A BLACK SWAMP TRAIL
	JONES
	POLLOCKSVILLE
	NC
	28573

	Murphy-Brown LLC
	SR 1946, 546 WILLIAMS RD
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	303 GRAHAM-DOBSON RD (SR 1981)
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	244 TONYA LN
	JONES
	TRENTON
	NC
	28585

	Murphy-Brown LLC
	649-A BURNEY TOWN RD
	JONES
	KINSTON
	NC
	28501













	
						
	Murphy-Brown LLC
	649-B BURNEY TOWN RD
	JONES
	KINSTON
	NC
	28501

	Murphy-Brown LLC
	SR 1130, 446 ASHLEE NICOL TRAIL
	JONES
	KINSTON
	NC
	28501

	Murphy-Brown LLC
	SR 1900, 2171 BREWER RD
	SAMPSON
	FAISON
	NC
	28341

	Murphy-Brown LLC
	575 SHANGHAI RD (SR 1959)
	SAMPSON
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	SR 1300, 3129 CHICKEN FOOT RD
	BLADEN
	ST PAULS
	NC
	28384

	Murphy-Brown LLC
	SR 1105, 226 JOHNNY B TANN LN
	DUPLIN
	FAISON
	NC
	28341

	Murphy-Brown LLC
	SR 1981, 305 GRAHAM-DOBSON RD
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	359 TONYA TRAIL
	JONES
	TRENTON
	NC
	28585

	Murphy-Brown LLC
	SR 1130, 2568 PLEASANT HILL RD
	JONES
	KINSTON
	NC
	28501

	Murphy-Brown LLC
	SR 1300, 2462 CHICKEN FOOT RD
	BLADEN
	ST PAULS
	NC
	28384

	Murphy-Brown LLC
	3603 NC HWY 211 E
	BLADEN
	CLARKTON
	NC
	28433

	Murphy-Brown LLC
	SR 1710, 2657 ELKTON RD
	BLADEN
	CLARKTON
	NC
	28433

	Murphy-Brown LLC
	HWY411, 658 OLD MINTZ HWY
	SAMPSON
	ROSEBORO
	NC
	28382

	Murphy-Brown LLC
	4729 HASTY ROAD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	18789 OLD LUMBERTON RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	21187 MCGIRTS BRIDGE RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	1129 MCRIMMON RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	5549 HASTY RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	19229 MCGIRTS BRIDGE RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	445 CLEARWATER RD
	ROBESON
	RED SPRINGS
	NC
	28377

	Murphy-Brown LLC
	749 MCINNIS RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	652 BEAVER DAM RD
	ROBESON
	RED SPRINGS
	NC
	28377

	Murphy-Brown LLC
	11044 HWY 130 W
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	768 TOWNSENDVILLE RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	2687 BOYD RD
	ROBESON
	FAIRMONT
	NC
	28340

	Murphy-Brown LLC
	1207 MONTFORD RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	1215 MONTFORD RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	260 HOG BAY RD
	BLADEN
	BLADENBORO
	NC
	28320

	Murphy-Brown LLC
	1605 MONTFORD RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	1383 GRIMSLEY FARM RD
	BLADEN
	BLADENBORO
	NC
	28320

	Murphy-Brown LLC
	SR 1702 751 WATSON FARM RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	2743 MORRISON RD
	SCOTLAND
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	1234 DOC HENDERSON RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	939 NC 381 HWY
	RICHMOND
	HAMLET
	NC
	28345

	Murphy-Brown LLC
	3065 ST DELIGHT CHURCH RD
	CRAVEN
	NEW BERN
	NC
	28560

	Murphy-Brown LLC
	7301 NC 210 W
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	SR 1105, 1020 CARLTON CHAPEL CHURCH RD
	DUPLIN
	WARSAW
	NC
	28398

	Murphy-Brown LLC
	SR 1715, 835 BLADEN SPRINGS RD
	BLADEN
	COUNCIL
	NC
	28434

	Murphy-Brown LLC
	SR 1315, 81 RED OAK FARM RD
	BLADEN
	ELIZABETHTOWN
	NC
	28337

	Murphy-Brown LLC
	177155 NC HWY 131 S
	BLADEN
	BLADENBORO
	NC
	28320

	Murphy-Brown LLC
	SR 1762, 213 WATTS DAIRY RD
	ROBESON
	ST PAULS
	NC
	28384

	Murphy-Brown LLC
	SR 1219, 2975 OLD GRANTHAM RD
	WAYNE
	GOLDSBORO
	NC
	27530

	Murphy-Brown LLC
	2673-A OAKLAND RD SR 1980
	ROBESON
	ST PAULS
	NC
	28384

	Murphy-Brown LLC
	SR 1107 1813 FAIRLEY RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	1107 NORTON RD
	HOKE
	RAEFORD
	NC
	28376

	Murphy-Brown LLC
	28108 NASHVILLE CHURCH RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	27907 NASHVILLE CHURCH RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	28529 NASHVILLE CHURCH RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	1088-A BALANCE FARM RD (SR 1906)
	ROBESON
	ST PAULS
	NC
	28384

	Murphy-Brown LLC
	1088-B BALANCE FARM RD (SR 1906)
	ROBESON
	ST PAULS
	NC
	28384

	Murphy-Brown LLC
	11486 OLD FAYETTEVILLE RD (SR 1002)
	BLADEN
	FAYETTEVILLE
	NC
	28301

	Murphy-Brown LLC
	20 145 HWY 125 N
	MARTIN
	WILLIAMSTON
	NC
	27892

	Murphy-Brown LLC
	3267 CL KEEL RD
	MARTIN
	ROBERSONVILLE
	NC
	27871

	Murphy-Brown LLC
	240 SHELTON BEARD RD
	CUMBERLAND
	STEDMAN
	NC
	28391

	Murphy-Brown LLC
	3546 ERVIN T RICHARDSON RD
	COLUMBUS
	NAKINA
	NC
	28455

	Murphy-Brown LLC
	17549 FIELDCREST RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	14746 AIRBASE RD
	SCOTLAND
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	961 ADER H RD
	ROBESON
	MAXTON
	NC
	28364













	
						
	Murphy-Brown LLC
	1174 ADER H RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	1269 ADER H RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	7368 FAIRLEY RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	7372 FAIRLEY RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	SR 1621 8346 MCQUEEN RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	18788 OLD LUMBERTON RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	8465 GIBSON RD
	SCOTLAND
	GIBSON
	NC
	28343

	Murphy-Brown LLC
	9849 GUM SWAMP LAKE RD
	SCOTLAND
	LAUREL HILL
	NC
	28351

	Murphy-Brown LLC
	16786 PALMER RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	SR 1328 1328 HIGH BRIDGE RD
	NORTHAMPTON
	SEABOARD
	NC
	27876

	Murphy-Brown LLC
	SR 1160 1328-A BENTHALL BRIDGE RD
	HERTFORD
	AHOSKIE
	NC
	27897

	Murphy-Brown LLC
	SR 1160 1328-B BENTHALL BRIDGE  RD
	HERTFORD
	AHOSKIE
	NC
	27897

	Murphy-Brown LLC
	684 GILT LN
	NORTHAMPTON
	GARYSBURG
	NC
	27831

	Murphy-Brown LLC
	298 GILT LN
	NORTHAMPTON
	GARYSBURG
	NC
	27831

	Murphy-Brown LLC
	732 BARROW TRAIL
	NORTHAMPTON
	GARYSBURG
	NC
	27831

	Murphy-Brown LLC
	422 BARROW TRAIL
	NORTHAMPTON
	GARYSBURG
	NC
	27831

	Murphy-Brown LLC
	SR 1152 227 JIM HARDY RD
	HERTFORD
	WOODLAND
	NC
	27897

	Murphy-Brown LLC
	1347 BARRETT CABIN RD
	NORTHAMPTON
	MURFREESBORO
	NC
	27855

	Murphy-Brown LLC
	SR 1117 740 BUCK BRANCH RD
	BERTIE
	AULANDER
	NC
	27805

	Murphy-Brown LLC
	750 LIVERMAN MILL RD
	HERTFORD
	AHOSKIE
	NC
	27897

	Murphy-Brown LLC
	SR 1117 743 BUCK BRANCH RD
	BERTIE
	AULANDER
	NC
	27805

	Murphy-Brown LLC
	364 GARIBALDI RD
	NORTHAMPTON
	JACKSON
	NC
	27845

	Murphy-Brown LLC
	SR 1317 659 BETHEL CHURCH RD
	NORTHAMPTON
	PLEASANT HILL
	NC
	27866

	Murphy-Brown LLC
	5285 PHILLIPS RD
	HALIFAX
	SCOTLAND NECK
	NC
	27874

	Murphy-Brown LLC
	7458 DOUGLAS HILL FARM RD
	HALIFAX
	SCOTLAND NECK
	NC
	27874

	Murphy-Brown LLC
	5809 HWY 258
	NORTHAMPTON
	WOODLAND
	NC
	27897

	Murphy-Brown LLC
	SR 1427 1030 THOMAS BRIDGE RD
	HERTFORD
	COFIELD
	NC
	27922

	Murphy-Brown LLC
	557 SPUD LN
	NORTHAMPTON
	PLEASANT HILL
	NC
	27866

	Murphy-Brown LLC
	360 DRAKE ELLIS RD
	WARREN
	MACON
	NC
	27551

	Murphy-Brown LLC
	RR 1 BOX 637C
	WARREN
	MACON
	NC
	27551

	Murphy-Brown LLC
	2518 SORIETOWN RD
	HALIFAX
	ENFIELD
	NC
	27823

	Murphy-Brown LLC
	711 POPE FARM RD
	HALIFAX
	TILLERY
	NC
	27887

	Murphy-Brown LLC
	273 STONECROSS LN
	NORTHAMPTON
	PLEASANT HILL
	NC
	27866

	Murphy-Brown LLC
	225 AMMON FARM RD
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	746 ADER H RD
	ROBESON
	MAXTON
	NC
	28364

	Murphy-Brown LLC
	358 BALKCUM RD
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	10879 TAYLORS BRIDGE HWY
	SAMPSON
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	SR# 1621, 2873-PLANK RD
	ANSON
	WADESBORO
	NC
	28170

	Murphy-Brown LLC
	SR 1312, 223 BLACK MINGLE RD
	GATES
	GATES
	NC
	27937

	Murphy-Brown LLC
	7243 US HSY 13 S
	PITT
	FARMVILLE
	NC
	27828

	Murphy-Brown LLC
	SR 1253 3443 POPE FARM RD
	GREENE
	STANTONSBURG
	NC
	27883

	Murphy-Brown LLC
	159 OLD HAMILTON RD
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	SR 1944 2005 K BRYAN RD
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	9300 TOMAHAWK HWY
	SAMPSON
	HARRELLS
	NC
	28444

	Murphy-Brown LLC
	3023 HWY 41 S
	CRISP
	CORDELE
	GA
	31015

	Murphy-Brown LLC
	SR 1117 885-A BONHAM RD
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	1133 MOORING RD
	EDGECOMBE
	TARBORO
	NC
	27886

	Murphy-Brown LLC
	1410 FLYNN MCPHERSON RD
	HARNETT
	CAMERON
	NC
	28326

	Murphy-Brown LLC
	255 BRYANT SWAMP ROAD
	BLADEN
	BLADENBORO
	NC
	28320

	Murphy-Brown LLC
	9019 GENERAL MAHONE HWY
	SUSSEX
	WAKEFIELD
	VA
	23888

	Murphy-Brown LLC
	255 BRYANT SWAMP ROAD
	BLADEN
	BLADENBORO
	NC
	28320

	Murphy-Brown LLC
	13120 ROCKY FORD ROAD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	HWY 460 & 602
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	1258 LANEFIELD ROAD
	DUPLIN
	KENANSVILLE
	NC
	28349

	Murphy-Brown LLC
	4299 BURNEY ROAD
	BLADEN
	WHITE OAK
	NC
	28399

	Murphy-Brown LLC
	1023 PURDIE HALL
	BLADEN
	TARHEEL
	NC
	28392

	Murphy-Brown LLC
	19189 OLD LUMBERTON ROAD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	4134 US HWY 117
	DUPLIN
	ROSE HILL
	NC
	28458













	
						
	Murphy-Brown LLC
	779 OLD GOODSON FARM LANE
	SAMPSON
	TURKEY
	NC
	28393

	Murphy-Brown LLC
	305 GRAHAM-DOBSON RD. (SR 1981)
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	446 ASHLESS NICOLE TRAIL
	JONES
	KINSTON
	NC
	28501

	Murphy-Brown LLC
	3521 PINE RIDGE ROAD
	SAMPSON
	TURKEY
	NC
	28393

	Murphy-Brown LLC
	3129 CHICKEN FOOT RD.
	BLADEN
	ST. PAULS
	NC
	28384

	Murphy-Brown LLC
	12411 BACON ST
	ISLE OF WIGHT
	IVOR
	VA
	23866

	Murphy-Brown LLC
	34373 MUNFORD LN
	SUSSEX
	WAKEFIELD
	VA
	23888

	Murphy-Brown LLC
	4319 MARTIN LUTHER KING HWY
	SURRY
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	34308 OLD WAKEFIELD RD
	SUSSEX
	WAKEFIELD
	VA
	23888

	Murphy-Brown LLC
	25271 NEWVILLE RD
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	191 AMMON FARM ROAD
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	CORNWALLIS ROAD
	SAMPSON
	TURKEY
	NC
	28393

	Murphy-Brown LLC
	1154 BILL WILLIAMS ROAD
	SAMPSON
	TURKEY
	NC
	28393

	Murphy-Brown LLC
	RR 3 BOX 126
	HARPER
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	SEC 30-1N-R10 @ BFG2
	TEXAS
	TEXHOMA
	OK
	73949

	Murphy-Brown LLC
	NE/4 4-1-10 @ BFG5
	TEXAS
	TEXHOMA
	OK
	73949

	Murphy-Brown LLC
	17-1-10  (BGF 1)
	TEXAS
	TEXHOMA
	OK
	73949

	Murphy-Brown LLC
	35-2-12 (MULTIPLIER)
	TEXAS
	FOUR CORNERS
	OK
	73939

	Murphy-Brown LLC
	2096 S NC11
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	200 AMMON FARM ROAD
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	15216 NC HWY 242 N
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	3823 N CR 1390E
	BLADEN
	GARLAND
	NC
	28441

	Murphy-Brown LLC
	SR 1117 885-B BONHAM RD
	DUPLIN
	MAGNOLIA
	NC
	28453

	Murphy-Brown LLC
	1421 CONCORD SCHOOL RD
	SAMPSON
	CLINTON
	NC
	28328

	Murphy-Brown LLC
	SR 1105 825 PLEASANT HILL RD
	LENOIR
	PINK HILL
	NC
	28572

	Murphy-Brown LLC
	13051 US HWY 60
	ROBERTS
	MIAMI
	TX
	79059

	Murphy-Brown LLC
	13051 US HWY 60
	ROBERTS
	MIAMI
	TX
	79059

	Murphy-Brown LLC
	18788 OLD LUMBERTON RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	2092 SOUTH NC 11
	DUPLIN
	ROSE HILL
	NC
	28458

	Murphy-Brown LLC
	27408 GENERAL MAHONE HWY
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	RAILROAD STREET
	SAMPSON
	CLINTON
	NC
	28328

	Murphy-Brown LLC
	511 COMMERCE STREET
	SAMPSON
	CLINTON
	NC
	28328

	Murphy-Brown LLC
	1604 WEST ST JAMES STREET
	EDGECOMBE
	TARBORO
	NC
	27886

	Murphy-Brown LLC
	SR 2046 345 AVERY ROAD
	CUMBERLAND
	FAYETTEVILLE
	NC
	28301

	Murphy-Brown LLC
	846 JESSIE SHEARIN ROAD
	WARREN
	VAUGHAN
	NC
	27586

	Murphy-Brown LLC
	20987 MCGIRTS BRIDGE RD
	SCOTLAND
	LAURINBURG
	NC
	28352

	Murphy-Brown LLC
	13051 US HWY 60
	ROBERTS
	MIAMI
	TX
	79059

	Murphy-Brown LLC
	27408 GENERAL MAHONE HWY
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	HWY 460 & 602
	SUSSEX
	WAVERLY
	VA
	23890

	Murphy-Brown LLC
	13051 US HWY 60
	ROBERTS
	MIAMI
	TX
	79059

	Murphy-Brown LLC
	236 SOUTH BELL
	STORY
	AMES
	IA
	50010

	Murphy-Brown LLC
	2124 90TH AVE
	KOSSUTH
	ALGONA
	IA
	50511

	Murphy-Brown LLC
	HWY 283
	HARPER
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	806 W 8TH AVENUE
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	341 SOUTH MAIN STREET
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	2120 90TH AVE
	KOSSUTH
	ALGONA
	IA
	50511

	Murphy-Brown LLC
	1300 EAST MURPHY MILL ROAD
	VERNON
	NEVADA
	MO
	64772

	Murphy-Brown LLC
	110 NORTH DETROIT ST
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	585 EAST 6TH STREET
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	26519 COUNTY RD C
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	983 COUNTY RD 27
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	1265 COUNTY RD 27
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	1287 COUNTY RD 27
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	24557 COUNTY RD J
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	44425 CO RD Q
	YUMA
	ECKLEY
	CO
	80727

	Murphy-Brown LLC
	41076 CO RD N
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	41424 CO RD N
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	8502 CO RD 28
	YUMA
	YUMA
	CO
	80759













	
						
	Murphy-Brown LLC
	7251 CO RD 28
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	7455 CO RD 28
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	7465 CO RD 28
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	716 COUNTY RD 27
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	13663 CO RD 44
	YUMA
	ECKLEY
	CO
	80727

	Murphy-Brown LLC
	9440 CO RD 45
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	29443 CO RD H
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	46501 CO RD Q
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	26519 COUNTY RD C
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	24251 COUNTY RD J
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	17251 COUNTY RD J
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	14378 COUNTY RD 26
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	32811 COUNTY RD L
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	24786 COUNTY RD A
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	12678 COUNTY ROAD 32
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	RR 1 BOX 30A
	WAYNE
	MT ERIE
	IL
	62446

	Murphy-Brown LLC
	RR 1 BOX 29A
	WAYNE
	MT ERIE
	IL
	62446

	Murphy-Brown LLC
	RR 1 BOX 30 B
	WAYNE
	MT ERIE
	IL
	62446

	Murphy-Brown LLC
	RR 1 BOX 29
	WAYNE
	MT ERIE
	IL
	62446

	Murphy-Brown LLC
	PO BOX 1098
	ELLIS
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	OTTER TOWNSHIP
	ELLIS
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	RR 3 BOX 126
	HARPER
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	PO BOX 1066
	ELLIS
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	PO BOX 1066
	ELLIS
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	1000 PLUM THICKETT RD
	HARPER
	ROSSTON
	OK
	73855

	Murphy-Brown LLC
	1010 PLUM THICKETT RD
	HARPER
	ROSSTON
	OK
	73855

	Murphy-Brown LLC
	10M S OF 283 & 270 4M E
	ELLIS
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	2 MILES S JUNCTION 283 & 270 1 MILE W
	ELLIS
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	RR 1 BOX 8
	BEAVER
	FORGAN
	OK
	73938

	Murphy-Brown LLC
	RR 1 BOX 7
	BEAVER
	FORGAN
	OK
	73938

	Murphy-Brown LLC
	RR 1 BOX 38
	BEAVER
	FORGAN
	OK
	73938

	Murphy-Brown LLC
	1 N SECTION 2
	BEAVER
	BALKO
	OK
	73931

	Murphy-Brown LLC
	RR 1 BOX 56A
	BEAVER
	BALKO
	OK
	73931

	Murphy-Brown LLC
	RR 1 BOX 56B
	BALKO
	BALKO
	OK
	73931

	Murphy-Brown LLC
	RT 1
	BEAVER
	FORGAN
	OK
	73938

	Murphy-Brown LLC
	N HWY 283
	LIPSCOMB
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	RR 1
	BEAVER
	FORGAN
	OK
	73938

	Murphy-Brown LLC
	9300 S 3924 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	7700 S 3917 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	8500 S 2991 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	11700 S 3296 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	11300 S 3294 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10900 S 3292 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10307 S 8400 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10301 S 7700 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9300 S 3638 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	7700 S 3237
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	7700 S 2831 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	11700 S 3946 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	11300 S 3944 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10900 S 3942 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	5105 W THERMO RD
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	5547 W THERMO RD
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10975 S 5060 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10875 S 5330 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	8500 S 3939 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	8237 S 4000 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	8500 S 3646 W
	BEAVER
	MILFORD
	UT
	84751













	
						
	Murphy-Brown LLC
	8176 S 3200 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10250 S 3902 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10251 S 3600 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10202 S 3025 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9802 S 3600 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9804 S 3025 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9850 S 2490 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9850 S 2110 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9425 S 2302 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9425 S 1692 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	4300 W THERMO RD
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9815 S 8400 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9816 S 7575 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9817 S 7575 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9399 S 8400 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9364 S 7575 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9361 S 7575 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	9800 S 3900 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	10400 S 4225 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	22400 N 13600 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	24000 N 13931 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	24000 N 13548 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	23850 N 13600 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	23650 N 13600 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	23450 N 13600 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	23250 N 13600 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	23100 N 13600 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	22900 N 13600 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	22380 N 13600 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	24850 N 13505 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	25300 N 13675 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	12200 S 14400 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	11700 S 13350 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	13100 S 14400 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	12470 S 5560 W
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	6770 W 7025 S
	MILLARD
	KANOSH
	UT
	84637

	Murphy-Brown LLC
	RR 1 BOX 29
	WAYNE
	MT ERIE
	IL
	62446

	Murphy-Brown LLC
	RR 1 BOX 8
	BEAVER
	FORGAN
	OK
	73938

	Murphy-Brown LLC
	RR 1 BOX 7
	BEAVER
	FORGAN
	OK
	73938

	Murphy-Brown LLC
	RR 1 BOX 29
	WAYNE
	MT ERIE
	IL
	62446

	Murphy-Brown LLC
	1300 MURPHY MILL RD
	VERNON
	NEVADA
	MO
	64772

	Murphy-Brown LLC
	2126 90TH AVE
	KOSSUTH
	ALGONA
	IA
	50511

	Murphy-Brown LLC
	1081 COUNTY RD 27
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	8375 W THERMO ROAD
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	1400 EAST MURPHY MILL ROAD
	VERNON
	NEVADA
	MO
	64772

	Murphy-Brown LLC
	2115 W THERMO ROAD
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	14000 W THERMO ROAD
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	2115 W THERMO ROAD
	BEAVER
	MILFORD
	UT
	84751

	Murphy-Brown LLC
	23990 N 13700 W
	IRON
	CEDAR CITY
	UT
	84720

	Murphy-Brown LLC
	BOX 1098
	ELLIS
	LAVERNE
	OK
	73848

	Murphy-Brown LLC
	RR 1 BOX 30 B
	WAYNE
	MT ERIE
	IL
	62446

	Murphy-Brown LLC
	RR 1 BOX 7
	BEAVER
	FORGAN
	OK
	73938

	Murphy-Brown LLC
	6080 COUNTY ROAD 29
	YUMA
	YUMA
	CO
	80759

	Murphy-Brown LLC
	2120 90TH AVE
	KOSSUTH
	ALGONA
	IA
	50511

	Murphy-Brown LLC
	1420 EAST MURPHY MILL ROAD
	VERNON
	NEVADA
	MO
	64772

	Murphy-Brown LLC
	2120 90TH AVE
	KOSSUTH
	ALGONA
	IA
	50511

	Premium Standard Farms, LLC
	HWY 65 N
	MERCER
	PRINCETON
	MO
	64673













	
						
	Premium Standard Farms, LLC
	600 STATE HWY A
	PUTNAM
	LUCERNE
	MO
	64655

	Premium Standard Farms, LLC
	18115 STATE HWY B
	DAVIESS
	COFFEY
	MO
	64636

	Premium Standard Farms, LLC
	14259 HWY 139
	MERCER
	NEWTOWN
	MO
	64667

	Premium Standard Farms, LLC
	RT 3
	MERCER
	PRINCETON
	MO
	64673

	Premium Standard Farms, LLC
	RT 4
	MERCER
	PRINCETON
	MO
	64673

	Premium Standard Farms, LLC
	RT 2
	MERCER
	PRINCETON
	MO
	64673

	Premium Standard Farms, LLC
	ROUTE 3
	MERCER
	PRINCETON
	MO
	64673

	Premium Standard Farms, LLC
	19940 HWY K
	PUTNAM
	LUCERNE
	MO
	64655

	Premium Standard Farms, LLC
	HWY O
	MERCER
	NEWTOWN
	MO
	64667

	Premium Standard Farms, LLC
	15064 225TH ST
	DAVIESS
	COFFEY
	MO
	64636

	Premium Standard Farms, LLC
	14621 225TH ST
	DAVIESS
	COFFEY
	MO
	64636

	Premium Standard Farms, LLC
	14527 340TH
	DAVIESS
	JAMESPORT
	MO
	64648

	Premium Standard Farms, LLC
	14531 340TH
	DAVIESS
	JAMESPORT
	MO
	64648

	Premium Standard Farms, LLC
	32320 ST HWY B
	DAVIESS
	JAMESPORT
	MO
	64648

	Premium Standard Farms, LLC
	32328 ST HWY B
	DAVIESS
	JAMESPORT
	MO
	64648

	Premium Standard Farms, LLC
	24869 NICKEL AVE
	DAVIESS
	GALLATIN
	MO
	64640

	Premium Standard Farms, LLC
	HWY O
	MERCER
	NEWTOWN
	MO
	64667

	Premium Standard Farms, LLC
	RT 3
	MERCER
	PRINCETON
	MO
	64673

	Premium Standard Farms, LLC
	HWY K
	PUTNAM
	LUCERNE
	MO
	64655

	Premium Standard Farms, LLC
	11545 185TH ST
	DAVIESS
	COFFEY
	MO
	64636

	Premium Standard Farms, LLC
	RT 3 HWY C
	MERCER
	PRINCETON
	MO
	64673

	Premium Standard Farms, LLC
	59347 JUSTICE RD
	PUTNAM
	UNIONVILLE
	MO
	63565

	Premium Standard Farms, LLC
	5652 ST HWY Z
	GENTRY
	KING CITY
	MO
	64463

	Premium Standard Farms, LLC
	44104 HWY E
	SULLIVAN
	HARRIS
	MO
	64645

	Premium Standard Farms, LLC
	2522 ST HWY N
	GENTRY
	ALBANY
	MO
	64402

	Premium Standard Farms, LLC
	RT 1 BOX 20
	MERCER
	POWERSVILLE
	MO
	64673

	Premium Standard Farms, LLC
	33417 HWY U
	SULLIVAN
	BROWNING
	MO
	64630

	Premium Standard Farms, LLC
	RT 1
	MERCER
	HARRIS
	MO
	64645

	Premium Standard Farms, LLC
	22686 IVAN DR
	SULLIVAN
	GREENCASTLE
	MO
	63544

	Premium Standard Farms, LLC
	14392 HWY 129
	PUTNAM
	UNIONVILLE
	MO
	63565

	Premium Standard Farms, LLC
	HWY O
	MERCER
	NEWTOWN
	MO
	64667

	Premium Standard Farms, LLC
	21775 HWY 139
	MERCER
	GALT
	MO
	64641

	Premium Standard Farms, LLC
	RT 3
	MERCER
	PRINCETON
	MO
	64673

	Premium Standard Farms, LLC
	HWY 65 N
	MERCER
	PRINCETON
	MO
	64673

	Premium Standard Farms, LLC
	14527 340TH
	DAVIESS
	JAMESPORT
	MO
	64648













	
						
	Premium Standard Farms, LLC
	HWY 65 N
	MERCER
	PRINCETON
	MO
	64673

	Premium Standard Farms, LLC
	22686 IVAN DR.
	SULLIVAN
	GREENCASTLE
	MO
	63544

	Premium Standard Farms, LLC
	21775 HWY 139
	SULLIVAN
	GALT
	MO
	64641

	Premium Standard Farms, LLC
	HWY O
	SULLIVAN
	NEWTOWN
	MO
	64667

	Premium Standard Farms, LLC
	2522 ST HWY N
	GENTRY
	ALBANY
	MO
	64402

	Premium Standard Farms, LLC
	5652 ST HWY Z
	GENTRY
	KING CITY
	MO
	64463

	Premium Standard Farms, LLC
	RT 1 BOX 20
	MERCER
	POWERSVILLE
	MO
	64673

	Premium Standard Farms, LLC
	59347 JUSTICE RD
	PUTNAM
	UNIONVILLE
	MO
	63565

	Premium Standard Farms, LLC
	HWY O
	MERCER
	NEWTOWN
	MO
	64667

	Premium Standard Farms, LLC
	44104 HWY E
	SULLIVAN
	HARRIS
	MO
	64645

	Premium Standard Farms, LLC
	33417 HWY U
	SULLIVAN
	BROWNING
	MO
	64630

	Premium Standard Farms, LLC
	22686 IVAN DR
	SULLIVAN
	GREENCASTLE
	MO
	63544

	Premium Standard Farms, LLC
	14392 HWY 129
	PUTNAM
	UNIONVILLE
	MO
	63565

	Premium Standard Farms, LLC
	RT 3
	MERCER
	PRINCETON
	MO
	64673















Part B
Leased Collateral Locations
	
						
	Entity
	Lessor
	Street
	City
	State
	Zip .

	Farmland Foods, Inc,
	Van Krieken CA, ARM, Captive
	2228 County Road 1
	Crete
	NE
	68333

	The Smithfield Packing Company, Incorporated
	Petrus Partners, Ltd., managed by Colliers Pinkard - Jeff Weatherspoon
	833 Shotwell Rd.
	Clayton
	NC
	27520

	Patrick Cudahy, LLC
	Americold Logistics
	3320 S. Arlington Ave
	Indianapolis
	IN
	46203

	Armour-Eckrich Meats LLC
	Americold Logistics
	3320 S. Arlington Ave
	Indianapolis
	IN
	46203

	Armour-Eckrich Meats LLC
	Americold Logistics
	350 Meacham Blvd
	Ft. Worth
	TX
	76106

	Armour-Eckrich Meats LLC
	Americold Logistics
	60 Steam Boad Blvd
	York
	PA
	17345

	John Morrell & Co.
	Americold Logistics
	350 Meacham Blvd
	Ft. Worth
	TX
	76106

	John Morrell & Co.
	Americold Logistics
	3320 S. Arlington Ave
	Indianapolis
	IN
	46203

	John Morrell & Co.
	U.S. Cold Storage
	33400 Dowe Ave
	Union City
	CA
	94587

	John Morrell & Co.
	Cloverleaf Cold Storage
	2800 Cloverleaf Court
	Sioux City
	IA
	51111















Part C
Warehouse Locations with over $1MM in Inventory
	
				
	Entity
	Warehouse
	Warehouse Address
	Warehouse/Owner Contact

	The Smithfield Packing Company, Incorporated
	Cloverleaf Chesapeake
	1229 Fleetway Drive
Chesapeake, VA 23323
	Kim - kgibson@cloverleaf.com; Tina - tgolden@cloverleaf.com; allchesapeakecsrs@cloverleaf.com
757-487-7847

	The Smithfield Packing Company, Incorporated
	U S Marshville
	U.S. 74 114 Cuddy Drive
Marshville, NC 28103
	Judy Mclester - jmclester@uscold.com, thelms@uscold.com
704-624-3555

	The Smithfield Packing Company, Incorporated
	U S Lumberton
	2901 Kenny Biggs Rd
Lumberton 28359
	Steve Musselwhite - smusselwhite@uscold.com, Gloria - gmickles@uscold.com, Wayne - wcribbs@uscold.com
910-739-1992

	The Smithfield Packing Company,  Incorporated
	Interstate Newport News VA
	121 Harwood Drive
Newport News, VA 23603
	jklika@tippmanngroup.com; jjenkins@wippmanngroup.com
757-887-8100

	The Smithfield Packing Company, Incorporated
	US Warsaw
	240 Bruce Costin Road
	Jonnie - Jgrantham@uscold.com
910-293-7400

	The Smithfield Packing Company, Incorporated
	Cloverleaf Benson
	444 Gilbert Road
Benson, NC 27504
	cwoodard@cloverleaf.com; smckeith@cloverleaf.com; jlee@cloverleaf.com; Wyvette-wspears@cloverleaf.com
919-207-4420

	The Smithfield Packing Company, Incorporated
	Suffolk Dist Cent
	2000 Northgate Commerce Parkway
Suffolk, VA
	Rick - rkitchen@suffolkcoldstorage.com; Christine Willis - cwillis@suffolkcoldstorage.com; Ken Wescott - kwescott@suffolkcoldstorage.com (ext. 561)
757-465-3600

	The Smithfield Packing Company, Incorporated
	Castle & Cooke
	2323 Port Road A
Stockton, CA 95203
	Angie - aaskin@ccold.com
209-460-3409

	John Morrell & Co.
	Americold Logistics
	3320 S. Arlington Ave. 
Indianapolis, IN 46203
	Steve Coon 
317-352-1211

	John Morrell & Co.
	Americold Logistics
	350 Meacham Blvd. Fort Worth, TX 76106
	Steve Leahy
817-806-3420

	John Morrell & Co.
	Americold Logistics
	2300 E. Rice Street Sioux Falls, SD 57103
	Russ Wilson
605-339-4258

	John Morrell & Co.
	Cloverleaf Cold Storage
	2800 Cloverleaf Ct. Sioux City, IA 51111
	Ron Graham
712-279-8022

	John Morrell & Co.
	Inter-State Warehouse
	700 Bartran Parkway Franklin, IN 46131
	Brad Hastings
317-738-5000

	John Morrell & Co.
	Millard Refrig. Services
	2088 Geneva Dr. Geneva, IL 60134
	Terry Denker
402-891-2559

	John Morrell & Co.
	Millard Refrig. Services
	2523 Edward Gomez Ave.
Omaha, NE 68107
	Terry Denker
402-891-2560

	John Morrell & Co.
	No. American Cold Storage
	1555 21' Street S.W. Lemars, IA 51031
	Dan Casey
712-548-4433

	John Morrell & Co.
	U.S. Cold Storage
	33400 Dowe Ave. Union City, CA 94587
	Dave Sweilem
510-489-8300

	John Morrell & Co.
	Valley Meats
	217 Daly Ave. Modesto, CA 95354
	Mary Fullerton
209-545-1900

	Armour-Eckrich Meats LLC
	Americold Logistic, LLC
	10 Glen Lake Parkway, South Tower, Suite 800 Atlanta, GA 30328
	Americold Logistic, LLC

	Armour-Eckrich Meats LLC
	Americold Logistic, LLC
	60 Steam Boad Blvd., Manchester, PA 17345
	Americold Logistic, LLC

	Armour-Eckrich Meats LLC
	Cloverleaf Co ld Storage
	2800 Cloverleaf Court Sioux City, IA 5111
	Cloverleaf Cold Storage

	Armour-Eckrich Meats LLC
	Nebraska Cold Storage
	600 East 39' Street Hastings, NE 68901
	Nebraska Cold Storage

	Armour-Eckrich Meats LLC
	Hanson Cold Storage Co.
	2900 South State Street, Suite 4 East, St. Joseph, MI 49085
	Hanson Cold Storage Co,

	Farmland Foods, Inc.
	Cloverleaf
	1530 South 2nd St. Cherokee, IA 51012
	Ed Knowlton
(712) 225-5151

	Farmland Foods, Inc.
	Interstate Cold Storage
	2400 Setterlin Drive
Columbus, OH 4322
	Mike Browning
(614) 771-6700

	Farmland Foods, Inc.
	Interstate C/S
	I Interstate Drive Napoleon, 0II 43545
	Russ Borcelman
(419) 599-0510

	Farmland Foods, Inc.
	Millard
	2523 Gomez Ave. Omaha, NE 68107
	Spencer Cope
(402) 733-8370













	
				
	Farmland Foods, Inc.
	Americold
	700 Malaga Place
Ontario CA 91761
	Michael O'Brian
(909) 390-4950

	Farmland Foods, Inc.
	Cloverleaf
	950 Cloverleaf St. SE Massillon, OH 44646
	Roy Pepper
(330) 833-9870

	Farmland Foods, Inc.
	Capital Cold Storage
	235 SW 32nd NE St. Lincoln, NE 68522
	Pat Shemek
(402) 742-6155

	Farmland Foods, Inc.
	Arctic C/S
	4360 S Haggerty Rd. Canton, MI 48188
	Angelo Perakis
(734) 397-9880

	Farmland Foods, Inc.
	Hartford Freezers
	241 Park Ave. East
Hartford, CT 06108
	George Cote
(860) 282-8000

	Farmland Foods, Inc.
	Millard Refrigeration
	360 NW 12th Street Lincoln, NE 68501
	Gary Kluck
(402) 474-2491

	Farmland Foods, Inc.
	Americold
	2707 N. Mead St. Wichita, KS 67219
	Eric Shaffer
(316) 838-9317

	Farmland Foods, Inc.
	Pioneer Storage
	149 Plainfield St. Chickopee, MA 01013
	Dan Laprade
(413) 736-1976

	Farmland Foods, Inc.
	Americold
	950 Schneider St. Fremont, NE 68333
	Marvin Willett
(402) 721-7882

	Farmland Foods, Inc.
	Millard Refrigeration
	601 Industrial Dr. Denison, IA 52722
	Larry Thompson
(712) 263-6191

	Farmland Foods, Inc.
	Crete C/S
	2220 County Road 1 Crete, NE 68333
	Jessica Placek
(402) 826-2700

	Farmland Foods, Inc.
	Millard Refrigeration
	2350 S. 98th St, Edwardsville, KS 66111
	Rich Williams
(913) 441-0800

	Farmland Foods, Inc.
	Universal Cold Storage
	1601 Pioneers Blvd. Lincoln, NE 68502
	Jim Schilf
(402) 474-9500

	Farmland Foods, Inc.
	Cloverleaf
	500 Corporate Dr. Chillicothe, MO 64601
	Brian Anderson
(660) 646-6939

	Farmland Foods, Inc.
	National Cold Storage
	12755 Loring Dr. Bonner Springs, KS 66012
	John Carrazco
(913) 422-4050

	Farmland Foods, Inc.
	Americold
	6875 State St. Bettendorf, IA 52722
	Sheridan Phelps
(563) 332-4300

	Farmland Foods, Inc.
	Americold
	18531 US Route 20 W E. Dubuque, IL 61025
	Dave Cosgrove
(815) 747-2424

	Farmland Foods, Inc.
	Americold
	2228 County Road I Crete, NE 68333
	Dean Naasz
(402) 826-3660

	Farmland Foods, Inc.
	Oneida Cold Storage
	8001 E 88th Ave Henderson, CO 80640
	Ben Gudorf
(303) 288-7211

	Farmland Foods, Inc.
	Gress Cold Storage
	992 North South Road Scranton, PA 18504
	Rich Charles
(570) 341-0970

	SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.)
	Americold Logistics
	3320 S. Arlington Ave.
Indianapolis IN 46203
	Steve Coon

	Patrick Cudahy, LLC
	Americold Logistics
	350 Meacham Blvd., Ft. Worth TX 76106
	Steve Leahy

	Murphy-Brown LLC
	Wilmington Bulk LLC
	346 Shipyard Blvd., Wilmington, NC 28412
	Gordon Chambers
(910) 362-0282















Exhibit B 
to
Smithfield Foods, Inc.
Second Amended and Restated Security Agreement


Deposit Accounts and Lock Boxes
DEPOSIT ACCOUNTS	
					
	Grantor
	Account Name
	Account Number
	Name of Institution
	Type of Account

	Armour-Eckrich Meat LLC
	Armour-Eckrich Meat LLC
	 
	Bank of America
	Zero Balance

	Farmland Foods, Inc.
	Farmland Foods Inc.
	 
	Bank of America
	Zero Balance

	The Smithfield Packing Company, Incorporated
	Smithfield Packing Company, Incorporated (f/k/a Gwaltney of Smithfield, Ltd.)
	 
	Bank of America
	Zero Balance

	The Smithfield Packing Company, Incorporated
	Smithfield Packing Company, Incorporated (f/k/a Gwaltney of Smithfield, Ltd.)
	 
	Banco Popular
	Depository

	John Morrell & Co.
	John Morrell Inc.
	 
	Bank of America
	Zero Balance

	John Morrell & Co.
	John Morrell Inc., Sioux Falls
	 
	Bank of America
	Zero Balance

	John Morrell & Co.
	John Morrell Inc., Saratoga Spec
	 
	Bank of America
	Zero Balance

	Murphy-Brown LLC
	Duplin Marketing Company LLC
	 
	Bank of America
	Zero Balance

	Smithfield Foods, Inc.
	Smithfield Foods, Inc. MMA
	 
	Bank of America
	Depository

	Smithfield Foods, Inc.
	Smithfield Insurance                     
	 
	Bank of America
	Zero Balance

	Premium Pet Health, LLC
	Pet Premium Foods                          
	 
	Colorado Business Bank
	Depository

	Murphy-Brown LLC
	Murphy-Brown LLC
	 
	Bank of America
	Zero Balance

	Patrick Cudahy, LLC
	Patrick Cudahy Incorporated
	 
	Bank of America
	Zero Balance

	Premium Standard Farms, LLC
	Premium Standard Farms, LLC
	 
	Bank of America
	Zero Balance

	SFFC, Inc.
	SFFC, Inc.
	 
	Bank of America
	Zero Balance

	Smithfield Foods, Inc.
	Smithfield Foods Inc.
	 
	JPMorgan
	Depository

	Smithfield Foods, Inc.
	Smithfield Foods Inc.
	 
	Bank of America
	Depository

	The Smithfield Packing Company, Incorporated
	Smithfield Packing Company, Incorporated
	 
	Bank of America
	Zero Balance

	John Morrell & Co.
	John Morrell Inc.
	 
	Wells Fargo
	Depository

	John Morrell & Co.
	John Morrell Inc.
	 
	Wells Fargo
	Zero Balance

	John Morrell & Co.
	John Morrell & Company Irrevocable Self-Insurance Trust
	 
	USBank
	Deposit Account - Cash Collateral

	John Morrell & Co.
	Department of Industrial Relations ITF John Morrell & CO
	 
	Bank of the West
	Deposit Account - Cash Collateral

	Smithfield Foods, Inc.
	Smithfield Foods, Inc.
	 
	Rabobank
	Deposit Account - Cash Collateral

	Smithfield Foods, Inc.
	DPCI, Secured Party FBO Smithfield Foods, Inc.
	 
	Morgan Stanley Smith Barney
	Deposit Account - Cash Collateral

	Smithfield Foods, Inc.
	ACE American Insurance Company and Indemnity Company of North America
	 
	ACE
	Deposit Account - Cash Collateral













LOCKBOXES


	
			
	Grantor
	Name of
Institution/Deposit Account Number
	Lockbox Number

	Armour-Eckrich Meat LLC
	 
	 

	Farmland Foods, Inc.
	 
	 

	John Morrell & Co.
	 
	 

	Patrick Cudahy, LLC
	 
	 

	The Smithfield Packing Company, Incorporated
	 
	 















Exhibit C 
to
Smithfield Foods, Inc.
Second Amended and Restated Security Agreement


Pledged Collateral, Securities and Other Investment Property


PLEDGED STOCK
	
							
	Name of Grantor
	Issuer
	Number of Shares
	Certificate Number(s)
	Class of Stock
	Percentage of Outstanding Shares
	Percentage of Outstanding Shares Pledged

	Smithfield Foods, Inc.
	Beef Liquidation Corp.
	100
	1
	Common
	100%
	100%

	Smithfield Foods, Inc.
	Farmland Foods, Inc.
	100
	1
	Common
	100%
	100%

	Smithfield Foods, Inc.
	John Morrell & Co.
	1,000
	3
	Common
	100%
	100%

	Smithfield Foods, Inc.
	QTF Liquidation Corp.
	100
	2
	Common
	100%
	100%

	Smithfield Foods, Inc.
	SF Marketing Sub, Inc.
	100
	1
	Common
	100%
	100%

	Smithfield Foods, Inc.
	SFFC, Inc.
	1,000
	2
	Common
	100%
	100%

	Smithfield Foods, Inc.
	Smithfield Deli Group, Inc.
	100
	1
	Common
	100%
	100%

	Smithfield Foods, Inc.
	Smithfield Global Products Inc.
	100
	2
	Common
	100%
	100%

	Smithfield Foods, Inc.
	Smithfield International Investments, Inc.
	200
	3
	Common
	100%
	100%

	Smithfield Foods, Inc.
	Smithfield Purchase Corporation
	100
	2
	Common
	100%
	100%

	Smithfield Foods, Inc.
	Smithfield Strategic Sourcing & Service Co., Inc.
	100
	1
	Common
	100%
	100%

	Smithfield Foods, Inc.
	Smithfield Trading Company, Inc.
	100
	1
	Common
	100%
	100%

	Smithfield Foods, Inc.
	Stefano Foods, Inc.
	150
	5
	Common
	100%
	100%

	Smithfield Foods, Inc.
	The Smithfield Inn Corporation
	100
	2
	Common
	100%
	100%

	Smithfield Foods, Inc.
	The Smithfield Packing Company, Incorporated
	1,000
	3
	Common
	100%
	100%

	Smithfield Foods, Inc.
	Animpol S.A.
	N/A
	N/A
	Share Capital
	97.96%
	65%

	John Morrell & Co.
	Iowa Quality Meats, Ltd.
	37,116
	36
	Common
	100%
	100%

	John Morrell & Co.
	Jonmor Investments, Inc.
	100
	1
	Common
	100%
	100%

	John Morrell & Co.
	SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.)
	1,000
	2
	Common
	100%
	100%

	Farmland Foods, Inc.
	North Side Investments, Inc.
	100
	1
	Common
	100%
	100%

	Patrick Cudahy, LLC
	Patcud Investments, Inc.
	1,000
	2
	Common
	100%
	100%

	The Smithfield Packing Company, Incorporated
	SF Investments, Inc.
	2,000
	8
	Common
	100%
	100%

	The Smithfield Packing Company, Incorporated
	Smithfield Transportation Co., Inc.
	100
	2
	Common
	100%
	100%

	SF Investments, Inc.
	Murphy Farms of Texhoma, Inc.
	100,000
	3
	Common
	100%
	100%

	Murphy-Brown LLC
	NPD Investments, Inc.
	100
	2
	Common
	100%
	100%

	Murphy-Brown LLC
	Tar Heel Turkey Hatchery, Inc.
	8,000, 40,000
	4A, 63B
	Common
	100%
	100%

	Murphy-Brown LLC
	Chief Milling Partners, Inc.
	1,000,000
	3
	Common
	100%
	100%















OTHER SECURITIES OR OTHER INVESTMENT PROPERTY(UNCERTIFICATED)	
					
	Name of Grantor
	Issuer
	Description of Collateral
	Percentage Ownership Interest
	Percentage Ownership Interest Pledged

	Smithfield Purchase Corporation
	Brown's Realty Partnership
	Partnership Interests
	1%
	1%

	Smithfield Purchase Corporation
	Carroll's Realty Partnership
	Partnership Interests
	1%
	1%

	Smithfield Purchase Corporation
	Smithfield-Carroll's Farms
	Partnership Interests
	1%
	1%

	Premium Standard Farms, LLC
	Crystal Peak Environmental LLC
	Limited Liability Company Interests
	80%
	80%

	Premium Standard Farms, LLC
	KC2 Real Estate LLC
	Limited Liability Company Interests
	100%
	100%

	Murphy-Brown LLC
	Brown's Realty Partnership
	Partnership Interests
	99%
	99%

	Murphy-Brown LLC
	Carroll's Realty Partnership
	Partnership Interests
	99%
	99%

	Murphy-Brown LLC
	Smithfield-Carroll's Farms
	Partnership Interests
	99%
	99%

	Murphy-Brown LLC
	Duplin Marketing Company, LLC
	Limited Liability Company Interests
	100%
	100%

	Murphy-Brown LLC
	AgProvision, LLC
	Limited Liability Company Interests
	42.9%
	42.9%

	Murphy-Brown LLC
	L&H Farms LLC
	Limited Liability Company Interests
	50%
	50%

	Murphy-Brown LLC
	Pork Plus, LLC
	Limited Liability Company Interests
	100%
	100%

	Murphy-Brown LLC
	Premium Standard Farms, LLC
	Limited Liability Company Interests
	100%
	100%

	Murphy-Brown LLC
	Wilmington Bulk, LLC
	Limited Liability Company Interests
	60%
	60%

	John Morrell & Co.
	Murphy-Brown LLC
	Limited Liability
Company Interest
	100%
	100%

	John Morrell & Co.
	Patrick Cudahy, LLC
	Limited Liability
Company Interest
	100%
	100%

	John Morrell & Co.
	Premium Pet Health, LLC
	Limited Liability Company Interests
	100%
	100%

	Premium Pet Health, LLC
	Rocky Mountain Lamb LLC
	Limited Liability Company Interests
	50%
	50%

	John Morrell & Co.
	Armour-Eckrich Meats LLC
	Limited Liability Company Interests
	100%
	100%

	John Morrell & Co.
	Bubba Foods, LLC
	Limited Liability Company Interests
	20%
	20%

	John Morrell & Co.
	Henry's Hickory House, LLC
	Limited Liability Company Interests
	60%
	60%

	John Morrell & Co.
	Distribution Development, L.L.C.
	Limited Liability Company Interests
	50%
	50%

	Smithfield Foods, Inc.
	Smithfield Culinary Foods Group, LLC
	Limited Liability Company Interests
	100%
	100%

	Smithfield Foods, Inc.
	Smithfield BioEnergy LLC
	Limited Liability Company Interests
	100%
	100%

	Smithfield Foods, Inc.
	Best Solutions LLC
	Limited Liability Company Interests
	57.14%
	57.14%

	SFFC, Inc.
	Smithfield Receivables Funding LLC
	Limited Liability Company Interests
	100%
	100%

	The Smithfield Packing Company, Incorporated
	Carolina Cold Storage Limited Partnership
	Partnership
	50%
	50%

	Smithfield Foods, Inc.
	Smithfield Capital Trust I
	Beneficial Ownership
	100%
	100%

	Smithfield Foods, Inc.
	SF Holding Sp. z o.o.
	Equity Interests
	100%
	65%

	Smithfield Foods, Inc.
	Animex Sp. z o.o
	Equity Interests
	69.525%
	65%

	Smithfield Foods, Inc.
	Smithfield Foods de Mexico, S. de R.L. de C.V.
	Equity Interests
	39.496%
	39.496%

	Smithfield Foods, Inc.
	Prima Farms Sp. z o.o.
	Equity Interests
	100%
	65%

	Murphy-Brown LLC
	Granjas Carroll de Mexico, S. de R.I. de C.V.
	Equity Interests
	50%
	50%













PLEDGED NOTES
1.    Amended and Restated Intercompany Note, dated as of the Effective Date, among the Grantors and the Restricted Subsidiaries.


2.    The Subordinated Notes dated as of the Effective Date, executed by the Receivables Entity pursuant to the Receivables Securitization and payable to each of the Receivables Originators, as the same may be amended or otherwise modified from time to time.
INSTRUMENTS
None.











Exhibit D 
to
Smithfield Foods, Inc.
Second Amended and Restated Security Agreement 


Offices in which Financing Statements will be Filed
	
		
	Grantor
	Filing Office

	Smithfield Foods, Inc.
	Virginia State Corporation Commission

	Armour-Eckrich Meats LLC
	Delaware Secretary of State

	Brown's Realty Partnership
	North Carolina Secretary of State

	Carroll's Realty Partnership
	North Carolina Secretary of State

	Farmland Foods, Inc.
	Delaware Secretary of State

	John Morrell & Co.
	Delaware Secretary of State

	Jonmor Investments, Inc.
	Delaware Secretary of State

	Murphy-Brown LLC
	Delaware Secretary of State

	Patcud Investments, Inc.
	Delaware Secretary of State

	Patrick Cudahy, LLC
	Delaware Secretary of State

	Premium Pet Health, LLC
	Delaware Secretary of State

	Premium Standard Farms, LLC
	Delaware Secretary of State

	SF Investments, Inc.
	Delaware Secretary of State

	SFFC, Inc.
	Delaware Secretary of State

	Smithfield Global Products Inc.
	Delaware Secretary of State

	Smithfield Purchase Corporation
	North Carolina Secretary of State

	Smithfield Transportation Co., Inc.
	Delaware Secretary of State

	Smithfield-Carroll's Farms
	Virginia State Corporation Commission 
North Carolina Secretary of State

	Stefano Foods, Inc.
	North Carolina Secretary of State

	The Smithfield Packing Company, Incorporated
	Delaware Secretary of State

	SFRMH Liquidation, Inc. (f/k/a RMH Foods, Inc.)
	Delaware Secretary of State

	Murphy Farms of Texhoma, Inc.
	Office of the County Clerk of Oklahoma County, Oklahoma

















Exhibit E 
to
Smithfield Foods, Inc.
Second Amended and Restated Security Agreement
Mergers and Acquisitions
Mergers described in the recitals hereto and the following transactions:


	
		
	Entity:
	Action:

	Armour-Eckrich Meats LLC (f/k/a Arm-Eck Acquisition, LLC, f/k/a Arm-Eck Acquisition, Inc.)
	·Carando Sub, Inc., a Delaware corporation, merged with and into Armour-Eckrich Meats LLC on 5/3/2009
·Armour-Eckrich Meats LLC acquired assets comprising the branded meats business of ConAgra Foods, Inc. on 10/2/2006

	Farmland Foods, Inc.
	·Cook's Hams, Inc. acquired assets comprising the Cook's Hams business from ConAgra Foods, Inc. on 4/3/2006
·Milan Plant, LLC, a Delaware limited liability company, merged with and into Farmland Foods, Inc. on 1/2/2008
·Cook's Hams, Inc., a Delaware corporation, merged with and into Farmland Foods, Inc. on 12/31/2008
·North Side Foods, Inc., a Delaware corporation, merged with and into Farmland Foods, Inc., a Delaware corporation, on December 31, 2009
·Farmland Distribution, Inc., a Delaware corporation, merged with and into Farmland Foods, Inc., a Delaware corporation, on May 2, 2010

	John Morrell & Co.
	Acquisitions:
·John Morrell & Co. acquired the assets comprising Mosey's corned beef business from SMG, Inc. on 10/16/06
·John Morrell & Co. acquired 49% of the membership interests of Premium Pet Health, LLC, a Delaware limited liability company on December 23, 2009
Merged with and into John Morrell & Co. on 12/1/2006:
·Case Ready Meats Corp., a Delaware corporation
·Dakota Acquisition Company, a South Dakota corporation
·JMC Gold Label Meats, Inc., a Delaware corporation
·John Morrell of Japan, Inc., a Delaware corporation

	Murphy-Brown LLC
	·M-B Farms Sub LLC, a Delaware limited liability company, merged with and into Murphy-Brown LLC on 1/2/2008
Merged with and into Murphy-Brown LLC on 5/3/2009:
·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 LLC, a Delaware limited liability company
·Circle Four Farms, LLC, a North Carolina 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 company
·Murphy Farms LLC, a Delaware limited liability company
·Prestage-Stoecker Farms, LLC, a Delaware limited liability company
·Quarter M Farms LLC, a Delaware limited liability company
·RGB Farms, LLC, a North Carolina limited liability company
·NPD Texas LLC, a Delaware limited liability company













	
		
	Premium Standard Farms, LLC (f/k/a New PSF, LLC f/k/a Premium Standard Farms, Inc.)
	·PSF Group Holdings, Inc., a Delaware corporation, merged with and into Premium Standard Farms, Inc. on 5/2/2005
·Premium Standard Farms of North Carolina, Inc., a Delaware corporation, merged with and into Premium Standard Farms, Inc. on 5/9/2005
·KC2 Merger Sub, Inc., a Delaware corporation, merged with and into Premium Standard Farms, Inc. on 5/7/2007
·New PSF, LLC, a Delaware limited liability company, merged with Premium Standard Farms, Inc. on 8/2/2008, with the surviving entity changing its name to Premium Standard Farms, LLC.
·Lundy International, Inc., a North Carolina corporation, merged with and into Premium Standard Farms, LLC on 11/17/2008
·Crystal Peak Technologies, LLC, a Delaware limited liability company, merged with and into Premium Standard Farms, LLC on 5/3/2009

	SF Investments, Inc.
	Merged with and into SF Investments, Inc. on 12/31/2006:
·Esskay Investments, Inc., a Delaware corporation
·LMG Investments, Inc., a Delaware corporation

	The Smithfield Packing Company, Incorporated (f/k/a Gwaltney of Smithfield, Ltd.)
	Acquisitions:
·Smithfield Packing Company, Incorporated acquired all of the assets comprising the Purely Natural brand from Purely Natural, Ltd.
·Smithfield Packing Company, Incorporated acquired assets comprising the Queenella chitterling business from M&P Chitlin Co., Inc. on 3/15/07 
Merged with and into The Smithfield Packing Company Incorporated on 12/31/2006:
·Lykes Meat Group, Inc., a Delaware corporation
·Sunnyland, Inc., a Georgia corporation
·Premium Pork, Inc., a Georgia corporation
·LMJ Distribution Center, Inc., a Georgia corporation
·The Smithfield Companies, Inc., a Virginia corporation
·Williamsburg Foods, Inc., a Virginia corporation
·The Smithfield Ham and Products Company, Incorporated, a Virginia corporation
·Pruden Packing Company, Inc., a Virginia corporation
·The Peanut Shop, Inc., a Virginia corporation
·The E.M. Todd Company, Incorporated, a Virginia corporation
·The Smithfield Packing Company, Incorporated, a Virginia corporation
·Madison Packing Acquisition Sub, Inc., a Delaware corporation
·Bacon Business Acquisition Sub Inc., a Delaware corporation
·Stadler's Country Hams, Inc., a Delaware corporation
·Hancock's Old Fashioned Country Ham, Inc., a Delaware corporation
·Coddle Roasted Meats, Inc., a Virginia corporation
·Smithfield Packing Real Estate, LLC, a Delaware limited liability company


Merged with and into The Smithfield Packing Company, Incorporated on 1/2/2008:
·Clinton Plant LLC, a Delaware limited liability company 


Merged with and into The Smithfield Packing Company, Incorporated on 5/3/2009:
·Grayson Plant, Inc., a Delaware corporation
·Cumberland Gap Provision Company, a Delaware corporation
·Smithfield Foods International, Inc., a Delaware corporation
·

	Patrick Cudahy, LLC
	·Patrick Cudahy Incorporated, a Delaware corporation, merged with and into Patcud Merger Sub, LLC, a Delaware limited liability company, on May 1, 2011, with the surviving company being named Patrick Cudahy, LLC
·814 Americas, Inc., a Delaware corporation, merged with and into Patrick Cudahy, LLC, a Delaware limited liability company, on May 1, 2011
·PC Express, Inc., a Delaware corporation, merged with and into Patrick Cudahy, LLC, a Delaware limited liability company, on May 1, 2011













	
		
	Smithfield Transportation Co., Inc.
	·Gwaltney Transportation Co., Inc., a Delaware corporation, merged with and into Smithfield Transportation Co., Inc., a Delaware corporation, on October 3, 2010
·LPC Transport, Inc., a Delaware corporation, merged with and into Smithfield Transportation Co., Inc., a Delaware corporation, on October 3, 2010
·Valleydale Transportation Company, Inc., a Delaware corporation, merged with and into Smithfield Transportation Co., Inc., a Delaware corporation, on October 3, 2010

















Exhibit F 
to
Smithfield Foods, Inc.
Second Amended and Restated Security Agreement 


Letter of Credit Rights and Chattel Paper
None.













Exhibit G 
to
Smithfield Foods, Inc.
Second Amended and Restated Security Agreement 
 
Intellectual Property
TRADEMARKS
	
					
	Operating Entity -
	Owner
	Exact Mark
	Registration Number -
	Reg. Date

	Smithfield--Processed
	SF Investments, Inc.
	 
	3,427,864
	5/13/2008

	Smithfield--Processed
	SF Investments, Inc.
	SMITHFIELD PREFERRED STOCK
	3,059,618
	2/14/2006

	Smithfield--Processed
	SF Investments, Inc.
	SMITHFIELDINCENTIVES.COM
	3,490,525
	8/19/2008

	Gwaltney-Processed
	SF Investments, Inc.
	GWALTNEY
	1,741,498
	12/22/1992

	Gwaltney-Processed
	SF Investments, Inc.
	 
	2,380,824
	8/29/2000

	Farmland-Fresh
	SF Investments, Inc.
	 
	1,687,338
	5/12/1992

	Farmland-Fresh
	SF Investments, Inc.
	 
	1,779,770
	6/29/1993

	Farmland-Fresh
	SF Investments, Inc.
	FARMLAND
	2,648,396
	11/12/2002

	Farmland-Fresh
	SF Investments, Inc.
	FARMLAND EXTRA TENDER
	1,649,600
	7/2/1991

	Farmland-Fresh
	SF Investments, Inc.
	 
	1,974,182
	5/14/1996

	Farmland-Fresh
	SF Investments, Inc.
	 
	3,049,300
	1/24/2006

	Farmland-Fresh
	SF Investments, Inc.
	 
	3,063,056
	2/28/2006

	Cook's
	SF Investments, Inc.
	COOK'S
	2,727,078
	6/17/2003

	Cudahy-Processed
	Patcud 
Investments, Inc.
	PATRICK CUDAHY
	3,528,346
	11/4/2008

	John Morrell-Processed
	Jonmor Investments, Inc.
	 
	1,747,277
	8/3/2004

	John Morrell-Processed
	Jonmor Investments, Inc.
	 
	2,897,136
	10/26/2004

	Kretschmar
	Jonmor Investments, Inc.
	KRETSCHMAR
	1,672,694
	1/21/1992

	Eckrich
	Jonmor Investments, Inc.
	ECKRICH
	2,695,413
	3/11/2003

	Eckrich
	Jonmor Investments, Inc.
	 
	3,112,406
	7/4/2006

	Eckrich
	Jonmor Investments, Inc.
	ECKRICH DELI
	3,159,430
	10/17/2006















INTELLECTUAL PROPERTY LICENSES
Trademark License Agreements:
·    Amended and Restated License Agreement, dated as of May 3, 2009, between Jonmor Investments, Inc. and John Morrell & Co., as further amended on October 13, 2010.
·    Trademark License Agreement, dated as of May 3, 2009, between Jonmor Investments, Inc. and Armour-Eckrich Meats LLC.
·    Amended and Restated License Agreement, dated as of May 3, 2009, between Patcud Investments, Inc. and Patrick Cudahy, Incorporated.
·    Amended and Restated License Agreement, dated as of May 3, 2009, between SF Investments, Inc. and The Smithfield Packing Company.
·    Amended and Restated License Agreement, dated as of May 3, 2009, between SF Investments, Inc. and Farmland Foods, Inc.













Exhibit H 
to
Smithfield Foods, Inc.
Second Amended and Restated Security Agreement 


Commercial Tort Claims


None.