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IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION
INRE: DELTA PRODUCE, L.P. 1 DEBTORS CHAPTER 11 CASE NO. 12-50073-LMC JOINTLY ADMINISTERED

APPLICATION FOR APPROVAL OF THE EMPLOYMENT OF CRAIG A. STOKES AS COUNSEL UNDER 11 U.S.C. 327{e)- PACA LITIGATION COUNSEL NO HEARING WILL BE CONDUCTED ON THIS MATTER UNLESS A WRITTEN RESPONSE IS FILED WITHIN TWENTY-ONE (21) DAYS FROM THE DATE THAT YOU WERE SERVED WITH THIS PLEADING. IF YOU OBJECT TO THE RELIEF REQUESTED HEREIN, YOU MUST RESPOND IN WRITING, SPECIFICALLY ANSWERING EACH PARAGRAPH OF THIS PLEADING. UNLESS OTHERWISE DIRECTED BY THE COURT, YOU MUST FILE YOUR RESPONSE WITH THE CLERK OF THE BANKRUPTCY COURT LOCATED AT 615 EAST HOUSTON STREET, ROOM 137; SAN ANTONIO, TEX_AS 78205. YOU MUST ALSO SERVE A COPY OF YOUR RESPONSE ON COUNSEL FOR PREMIUM WELL DRILLING, INC.; OTHERWISE, THE COURT MAY TREAT THE PLEADING AS UNOPPOSED AND GRANT THE RELIEF REQUESTED.
NOW COME the Debtors in this Chapter 11 case and would respectfully show the Court as follows: 1. Prior to the filing of the Chapter 11 petitions, Debtors and affiliates were involved

in litigation described in the schedules and statements of financial affairs concerning claims under the Perishable Agricultural Commodities Act ("P ACA"). Mr. Stokes has already been retained in the Superior Tomato-Avocado, Ltd. case. Because he is also doing PACA related Debtors are the following entities: Delta Produce, L.P. - Case No. 12-50073-LMC-11, Superior Tomato-Avocado, Ltd.- Case No. 12-50074-LMC-11, Atled, Ltd.- Case No. 12-50075-LMC-11 and Staci Properties, Ltd.- Case No. 12-50110-LMC
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work on behalf of Delta, the Debtors file this retention application to ensure Mr. Stokes is properly retained in each case. 2. Prior to the date of the Petitions, Debtors and affiliates retained Craig A. Stokes to

represent them. Those parties include the three Debtors and Delta Produce Management, LLC, Walter Scott Jensen, STA Management, LLC, and Delta Produce Marketing, Inc. 3. Pursuant to 11 U.S.C. 327(e), it is clearly in the best interest of the Debtor and

the Debtors' estates for Mr. Stokes to continue representation of Debtors and affiliates in this matter. Mr. Stokes is an expert in PACA. 4. As of the date of the petition, Debtors and affiliates did not owe Mr. Stokes any

accrued legal fees. Pre-petition fees and a retainer were paid by the father of the owner of the Debtors, Mr. Walter Scott Jensen is the owner. 5. As the Affidavit of Mr. Stokes attached hereto shows, Mr. Stokes has no further

conflicts with the Debtors and their estates. 6. 7. Mr. Stokes charges a very reasonable $350.00 per hour. Mr. Stokes is an experienced trial attorney having been originally licensed in

Texas in 1985. He is a very experienced PACA lawyer and a leading member of the "broccoli bar." A copy ofhis resume is attached to his Affidavit of Disinterestedness. WHEREFORE, PREMISES CONSIDERED, the Debtors respectfully request that the Court enter an order allowing the retention of Mr. Stokes, as set forth above, and granting such other relief as is just and proper. Dated: February

J7

2012. Respectfully submitted, LANGLEY & BANACK, INCORPORATED 745 E. Mulberry, Suite 900 San Antonio, Texas 78212 (210) 736-6600 Telephone (210) 735-6889 Telecopier

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By: :- -=: ~-= - =- -:-=-==-=-=~:::---~R. GLEN AYERS, JR. State Bar No. 01467500 WILLIAM R. DAVIS, JR State Bar No. 05565500 ALLEN M. DeBARD State Bar No. 24065132 ATTORNEYS FOR DEBTORS

CERTIFICATE OF SERVICE

The undersigned hereby certifies that on the jllt-l- day of February, 2012, a true and correct copy of the foregoing document was filed with the Court and served electronically upon those parties registered to receive electronic notice via the Court's CM!ECF system and also upon those parties listed on the attached service list First Class United States Mail postage prepaid.

Allen M. DeBard

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION
) ) CHAPTER 11 ) ) CASE NO. 12-50073-LMC

INRE: DELTA PRODUCE, L.P.

SUPERIOR TOMATO-AVOCADO, LTD.

) CHAPTER 11 ) ) CASE NO. 12-50074-LMC

AFFIDAVIT OF CRAIG A. STOKES AS SPECIAL COUNSEL FOR THE DEBTOR PURSUANT TO 11 U.S.C. 327fe) LITIGATION COUNSEL STATE OF TEXAS COUNTY OF BEXAR

BEFORE ME, the undersigned authority, on this day personally appeared Craig A. Stokes, ("Stokes") who, after being duly sworn, upon his oath deposed and stated as follow: 1.

Background. I am an attorney licensed to practice law in the Western District of

Texas as weli as the State ofTexas and have been a member in good sta..J.ding oft.~e Texas Bar since 1985 and a member of the bars of Oklahoma and Iowa since 1981. 2. I am the owner of the Stokes Law Office, LLP, 3330 Oakwell Ct., Suite 225, San Phone, (210) 822-2595 Fax, Email -

Antonio, Texas 78218, (210) 804-0011 cstokes@stokeslawoffice.com. 3.

Pursuant to 11 U.S.C. 328(a) and Rule 2014(a), I make this Affidavit and statement

in Support of the Application for Approval of the Employment of Craig A. Stokes as Special
Counsel under 11 U.S.C. 327(e)- Litigation Counsel.

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4. business. 5.

I have represented Debtors in the various matters in connection with their produce

The Debtors now seeks entry of an order authorizing them to employ and retain me

Debtors' special counsel in the bankruptcy cases to deal with Perishable Agricultural Commodities Act ("PACA") matters and related issues. As my resume shows, I am a very experienced PACA lawyer. 6. Neither I (nor my Firm) represent any interest adverse to the Debtors, as required by

11 U.S.C. 1103(a), and weare disinterested personsasdefmedby 11 U.S.C. 101(14), except that I also represent non-debtor affiliates and the owner of Debtors, Walter Scott Jensen. 7. Neither I nor any person associated with my Firm, insofar as I have been able to

ascertain, has any other connection with the Debtors or their creditors, the United States Trustee, persons employed in the United States Trustee's office, or any other parties-in-interest herein, or their respective attorneys, except as specifically set forth herein. I do currently represent TripleH Produce ofMcAllen, Texas, a possible creditor of the Debtors in an unrelated matter. I have recently represented Henry Cole Enterprises, Inc. of Florida in a matter before the US District Court of Colorado. I have informed both of these clients that I cannot represent them in this matter and I understand that they have obtained their own counsel for claims against the Debtors. I do not believe any of my disclosed relationships create an adverse relationship with the Debtor or unsecured creditors in general. 8. Except for the continuing representation of the Debtor, neither I nor the Firm has

represented or will represent any other entity in connection with these cases, and neither I nor my Firm will accept any fee from any other party or parties in these cases, except as before mentioned. I am a "disinterested person" as that term is defined in 101 (14) of the Bankruptcy Code in that I and

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my Firm: a. b. c. Are not creditors, equity security holders, or insiders of the Debtors; Are not and were not investment bankers for any outstanding security ofthe Debtors; Have not been, within three (3) years before the date of the filing of the Debtors' Chapter 11 petitions (i) investment bankers for a security of the Debtors, or (ii) an attorney for such an investment banker in connection with the offer, sale, or issuance of a security of the Debtor; d. Are not and were not, within two (2) years before the date of the filing of the Debtors' Chapter 11 petitions, a director, officer, or employee ofthe Debtor or of any investment banker as specified in subparagraph (b) or (c) of this paragraph; and e. Does not have an interest materially adverse to the interest of the estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor or an investment banker specified in the subparagraph (b) or (c) ofthis paragraph. 9.
Search Methods. I have utilized the Firm's conflicts database management system,

which is designed to reveal the potential for conflicts of interest and other connections to existing and former clients and to many parties-in-interest in these cases who the Firm has never represented. Such results are printed and have been reviewed by me personally. Using this data, I have obtained information and guidance with regard to the particular connections reflected. 10.
Compensation. I have agreed to the terms of which the Debtors will pay $350 per

hour. However, any payment from assets of the Chapter 11 estates or from the PACA trust assets of Debtors would require Court approval under the Bankruptcy Code. I also held, as of the

commencement of the cases, a retainer of $33,000, paid to me on behalf of the Debtors, their

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affiliates, and Mr. Jensen, by Mr. Jensen's father from a source other than the PACA trust assets of Debtor. 11. Conclusion. In view of the foregoing, I believe that I and the Firm do not hold or

represent an interest adverse to the estates, and that I am (ii) a disinterested person as that term is defined in 101(14) of the Bankruptcy Code. However, given the nature of the representation of multiple affiliated parties, some ofwhich are not Debtors, waivable conflicts may arise. Therefore, I have only requested to be retained as special litigation counsel ofthe Debtors. I recognize, and take very seriously, the continuing responsibility to be aware of, and to further disclose, any relationship or connection me and other parties-in-interest to the Debtors' bankruptcy estates as they appear or become recognized during the cases. Accordingly, I shall, supplement this disclosure ifnecessary as more information becomes available. . The foregoing constitutes the statement of Craig A. Stokes pursuant to 1103 of the Ba$rqptcy Code and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure.
I declare upder penalty of perjury under the laws of the United States, that the foregoing

statements are true ~d correct. A true and correct copy of my resume is attached.

.'

. '...

. q;/J Signed this__;{;;_ day of January, 2012.

C STOKES, ESQ. 3330 ourt, Suite 225 SanAntonio, TX 78218 Telephone: (210) 804-0011 Facsimile: (210) 822-2595 cstokes@stokeslawoffice.com SUBSCRIBED and SWORN to before me, the undersigned authority, on this t;z-1-L.. day of January, 2012. NOTARY PUBIJC, STATE OF TEXAS
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Craig Alan Stokes STOKES LAW OFFICE, LLP.

3330 Oakwell Court, Suite 225, San Antonio, TX 78218 Telephone: 210-804-0011 FAX: 210-822-2595
E-mail: cstokes@stokeslawoffice.com EDUCATION J.D. (With Honors)- Drake University Law School- December 1980 B.S.B.A. -Accounting Major- Drake University 1978 Honors: Order of the Coif Member: Drake Law Review Languages: Spanish (6 semesters of studies) Universidad Nacional Aut6noma de Mexico, CEPE, San Antonio, Texas -1992-1994; Brazilian Portuguese. Licenses Iowa, Oklahoma, 1981; Texas, 1986; Missouri, 1991; Florida, 1997; Arizona, Pennsylvania, 1998; California, 1999; New York 2000; Washington State, 2003; Virginia, Minnesota, Georgia, Oregon, Idaho, Kentucky, Tennessee, New Jersey, Idaho, 2010; Mississippi, New Hampshire, Massachusetts, West Virginia, North Carolina, South Dakota, Utah, Alabama,

2011. Admitted to various federal courts, including Oregon, Colorado, Idaho, California
and Utah. PROFESSIONAL EXPERIENCE

2002- present Stokes Law Office, LLP, Miami and San Antonio- practice in domestic and international
trade in produce and international banking litigation. Representation of growers, shippers, receivers and wholesalers in federal courts across the United States, before the USDA and in arbitration forums, including the Dispute Resolution Corporation. Oppenheimer, Blend, Harrison & Tate, San Antonio, Texas Litigation and general representation, primarily businesses in the produce industry, including exports and distributors. Representations in federal and state forums and before the USDA. Clients in Mexico, Central and South America, Florida, Arizona and Texas. Boesche, McDermott & Eskridge, Tuisa, Oklahoma (Geiieiallegal piactice)

1986-2002

1981-1986

PUBLICATIONS

The Perishable Agricultural Commodities Act; The Exporter's Perspective,

Produce Industry Handbook VI, Vance Publishing Company 1999 (Text in English and Spanish) CONFERENCES Speaker at various conferences in the United States and Latin America regarding legal aspects of produce exports to the United States. Conference presenter in produce related conferences in Michigan, North Carolina, Florida, Texas, South Carolina, Missouri, Peru, Chile, Guatemala, El Salvador, Brazil, Costa Rica, Honduras, Colombia, Nicaragua, Panama, Argentina , the Netherlands and Ecuador. EXPERT TESTIMONY Testimony before Superior Court of San Diego County, California, regarding customs and practices in trans-border trade in perishables between the U.S. and Mexico Produce Reporter Companyffhe Blue Book Member since 1997. Reviser of Exporter Guide for ASOCOLFLORES, the Colombian Flower Exporter Association 2010.

12-50073-lmc Doc#118 Filed 02/27/12 Entered 02/27/12 10:33:39 Main Document Pg 9 of 10 A&A Transportation, Inc. Bernardi & Associates Alamo Leasing 4741 College Park 557 E. Frontage Road 2010 NW Military Hwy. San Antonio, TX 78249 San Antonio, TX 78213 Nogales, AZ 85621

Bonanza 2001 P.O. Box 357 Hidalgo, TX 78857

Del Camp Supreme, Inc. 672 W. Frontage Road Noales, AZ 85621

Delta Produce Marketing 2001 S. Laredo St. San Antonio, TX 78207

Dimare Newman, Inc. P.O. Box 517 Newman, CA 95360-0517

Divine Ripe, LLC 700 S. Bridge St., Suite C Hidalgo, TX 78557

Frank's Distributing of Produce P.O. Box 2020 Nogales, AZ 85628-2020

Harllee Packing, Inc. P.O. Box 8 Palmetto, FL 34220

Harvest Crown Co, Inc. P.O. Box 13578 Bakersfield, CA 93389

IFCO Systems NA 5250 Tacco Drive San Antonio, TX 78244

J-C Distributing, Inc. 273 1 N. Donna A venue Notrales, AZ 85621 ..

~.

Juniper Tomato Grower, Inc. P.O. Box 38 Greensboro, FL 32330

Kingdom Fresh Produce, Inc. 2243 North Goolie Rd., #A Donna, TX 78537

Mission Produce, Inc. Oxnard, CA 93036

Rio Queen Citrus 4012 E. Goodwin Rd. Mission, TX 78574

United States Trustee 615 E, Houston St., #533 San Antonio, TX 78205

Royai Flavor, LLC 265.5 Melksee St. San Diego, CA 92154

Slankard Produce Co., Inc. 1500 S. Zarzamora San Antonio, TX 78207

Valero Marketing & Supply P.O. Box 300 Amarillo, TX 79105-0300

A&D Carriers 4126 Luckenbach Road San Antonio, TX 78251

A&A Concepts, LLC 1219 S. Zarzamora St. San Antonio, TX 78207

Averitt Brokerage Co., Inc. 9999 Perrin Beitel, Suite B San Antonio, TX 78217

B. Catalani 1500 S. Zariamora, Unit 236 San Antonio, TX 78207

Banana Distributing 1500 S. Zarzamora, Unit 401 San Antonio, TX 78207

Coosemans Houston, Inc. 3124 Produce Row Houston, TX 77023

Fresh Farm Direct, LLC 106 Adams St., Suite 2A Monte Vista, CO 81144

Gonzalez Mexican Produce 2501 W. Military Hwy., A-23 McAllen, TX 78503

Harllee Packing, Inc. P.O. Box 8 Palmetto, FL 34220

12-50073-lmc Doc#118 Filed 02/27/12 Entered 02/27/12 10:33:39 Main Document Pg 10 of 10 Henry Avocado Corp. Kitchen Pride Le Best Banana Supply Co. P.O. Box 300867 P.O. Box 585 P.O. Box295 Escoiididio, CA 92030-0867 Gonzales, TX 78629 Hidalgo, TX 78557

M&P Logistic LP 1500 S. Zarzamora, Unit 306 San Antonio, TX 78207

Maxim Egg Farms P.O. Box 200805 Dallas, TX 75320-0805

Rio Bravo Produce 1006 S. Cesar Chavez Edinburg, TX 78542

Slankard Produce 1500 S. Zarzamora St. San Antonio, TX 78207

Sunriver Sales P.O. Box 2738 Visalia, CA 93279

Touchstone & Associates 1500 S. Zarzamora St., #205 San Antonio, TX 78207

Willson Davis Co. 1500 S. Zarzamora St., #103 San Antonio, TX 78207

International Bank of Commerce 130 E. Travis St. San Antonio, TX 78205-1601

Internal Revenue Service P.O. Box 7346 Philadelphia, PA 19101-7346

Craig A. Stokes Stokes Law Offices, LLP 3330 Oakwell Court, Suite 225 San Antonio, TX 78218-3066 Zachary B. Aoki Thurinan & Phillips, P.C. 8000 IH-10 West, Suite 1000 San Antonio, Texas 78230 Celinda Baez Guerra Flume Law Firm, LLP 1020 NE Loop 410, Suite 200 San Antonio, TX 78209 David G. Aelvoet Linebarger Goggan Blair & Sampson 711 Navarro, Suite 300 San Antonio, TX 78205 Joe R. Hinojosa Barkhurst & Hinojosa, PC 110 Broadway, Suite 350 San Antonio, TX 78205

Robert E. Goldman, Esq. 1 East Broward Blvd., Ste. 700 Fort Lauderdale, FL 33301

Michael Colvard Martin & Drought Suite 300 Convent Street, 25 1h Floor San Antonio, TX 78205

National LS, Inc. C/0 Zach Dworacz-yk P.O. Box 840352 Houston, TX 77284 Michael J. Black Bums & Black, PLLC 750 Rittiman Rd. San Antonio, TX 78209 Bruce W. Akerly Cantey Hanger, LLP 1999 Bryan St., Suite 3300 Dallas, TX 75201 Elliott S. Cappuccio Pulman, Cappuccio, Pullen & Benson 2161 NW Military Hwy., Suite 400 San Antonio, TX 78213

Diana M. Geis

Curl & Stahl, PC

700 N. St. Mary's, #1930 San Antonio, TX 78205 Steven E. Nurenberg Meuers Law Firm 5395 Park Central Court Naples, FL 34109 Jason R. Klinowski Freeborn & Peters, LLP 311 S. Wacker Dr., Suite 3000 Chicago, IL 60606 Randall A. Pulman Pulman, Cappuccio, Pullen & Benson 2161 NW Military Hwy., Suite 400 San Antonio, TX 78213