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SO ORDERED. SIGNED this 09th day of April, 2012.

________________________________________ LEIF M. CLARK UNITED STATES BANKRUPTCY JUDGE

____________________________________________________________

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considered the facts and argument of counsel, the Court makes the following findings of fact and conclusions of law: 1. IBC is a secured creditor of the estate having extended prepetition loans

on the following basis:

1. 11. 111.

Delta- Note in the amount of$1,500,000.00 dated April23, 2007; Delta- Note in the amount of $2,000,000.00 dated April1, 2007; Delta- Note in the amount of$6,000,000.00 dated June 8, 2010; Staci Produce (Superior) - Note in the amount of $2,000,00.00 dated March 3, 2005;

IV.

v.

Staci Properties (Superior)- Note in the amount of $2,400,000.00 dated March 3, 2005; and

v1.

Alted, Ltd. -Note in the amount of$1,300,000.00 dated December 12,2005.

2.

As of January 4, 2012, IBC asserts that the combined outstanding balance

owed to IBC by the Debtors amounts to $6,455,615.00. IBC asserts a security interest that globally attaches to all of Debtors' real and personal property except Debtors rolling stock, including real property, furniture, fixtures and equipment, inventory, account receivables, general intangibles and funds on deposit at IBC. IBC's security interest constitutes a first and prior security interest above all other collateral rights of creditors and parties-in-interest, and attaches to Debtors' receivables/cash, proceeds and deposits within Debtors' bank accounts at IBC as it applies to non-trust creditors. This order does not establish or assign priority to any of the liens asserted to IBC as to PACA trust assets.

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3.

On December 27, 2011, IBC made a $450,000.00 loan advance to the

Delta Produce, L.P. operating account with IBC, Account number ****9601 (the "Delta Produce Operating Account"). From December 27, 2011 through the Petition Date, a number of suppliers made ACH deposits into this account. As of December 30, 2011, the total amount in this account was $1,387.74. 4. On December 28, 2011, the Debtors transferred $730,000.00 to a Delta

Produce, L.P. bank account number ******7101 from the Delta Produce Operating account. 5. On December 28, 2011, the Debtors transferred $63,000.00 to account

******801 from the Delta Produce Operating Account. As of December 30, 2011, there was $153,064.18 in this account. 6. *******7101. As of December 30, 2011, there was $1,032,488.51 in account Debits from December 28, 2011 through December 30, 2011 were

$8,037.35. No debits were made after that date until the accounts were frozen. 7. Under any test, the $450,000.00 advanced by IBC, less $8,037.35, remain

identifiable from IBC Loan proceeds. 7. The Debtors shall return this $450,000.00, less the $8,037.25 plus the

prepetition cashier's check issued by IBC in the approximate amount of $27,000.00 and any funds of the Debtors within accounts at IBC under the name of Staci Property and/or Alted to IBC and shall return to IBC any additional IBC cash collateral- not subject to the claims of PACA Trust Fund claimants - save and except that amount required to fund authorized cash collateral expenditures. The Court makes no findings at this time as to the ownership or collateral rights to the cash within the IBC accounts maintained by

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Atled, Ltd. and Staci Properties, Ltd. All parties-in-interest reserve all claims to the proceeds in the Alted, Ltd. and Staci, Ltd. accounts to a later date. 8. Debtors will segregate and account for all cash within the IBC accounts

and distinguish funds which are subject to PACA Trust Fund claims - and shall create and maintain separate DIP accounts for the PACA/IBC cash collateral. It is therefore, ORDERED, ADJUDGED and DECREED that the Debtors are authorized to borrow money from IBC on a post-petition basis to pay the post-petition operating expenses of the business as specifically listed on Exhibit "A", including taxes, fuel, rentals, insurance, payroll, payroll expenses, utility charges, and the costs of supplies used in the operation of the business; it is further, ORDERED, ADJUDGED and DECREED that Debtors shall be entitled to use IBC cash collateral on a monthly basis in concurrence with the Budget attached hereto as Exhibit "A". IBC, as DIP Lender, will make monthly deposits into the post-petition DIP operating accounts at Frost Bank pending an Order from the Court approving DIP Financing. The Debtors shall only be permitted to spend the cash collateral of IBC on the items listed in the 90 day budget attached hereto as Exhibit "A"; it is further, ORDERED, ADJUDGED and DECREED that IBC is automatically granted a perfected first and priming lien on all the Debtors' real property and real property income generated in the form of rents, subject to the agreement between the Debtors and IBC in the Order Granting Debtors' Amended Application to use Cash Collateral of the International Bank of Commerce [Dkt. No. 146] and a lien on all automobiles and trucks and other equipment only to the extent the cash collateral of IBC is used to pay any postpetition insurance costs; IBC shall have no priority or primary liens or claim to or against

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any property that constitutes trust property under the Perishable Agricultural Commodities Act ("P ACA"), but it shall retain its lien on cash, accounts receivables and proceeds (to the extent that such assets are not PACA trust funds) except unto the extent that Debtors' PACA claims are subject to the IBC prepetition security interest, and a second lien on all PACA trust assets not necessary to pay PACA claims, these liens shall be deemed perfected in compliance with state law. Additionally, the post-petition

priming lien granted IBC shall not prime any ad valorem tax liens held by taxing authorities; it is further, ORDERED, ADJUDGED and DECREED that the Debtors agree to maintain key man life insurance, health insurance and insurance on all business assets as provided in the attached Exhibit "A" or through IBC's forced insurance; it is further ORDERED, ADJUDGED and DECREED that Debtors shall provide to IBC, any and all financial records data and documents required by the International Bank of Commerce to the extent such information is required to confirm the necessity for use of cash collateral and provide details related to any expense listed within the budget; it is further ORDERED, ADJUDGED and DECREED that the Debtors shall begin marketing the Debtors' assets for sale as a going concern immediately. The Debtors shall hire CBRE, subject to Court Order approving such retention, to list the real property and operational assets in conjunction with this marketing effort. The Debtors shall hire a broker, to be determined, to sell all trucks, trailers and other unencumbered rolling stock. The Debtors shall return all leased trucks and rolling stock and all purchased rolling stock with no equity to the lessor or financer where appropriate within fourteen (14) days of

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entry of this Order or as soon as those vehicles can be accepted by lenders or lessors. Debtors shall provide regular reports to IBC of Debtors marketing and sales efforts, including any conversations with CBRE; it is further ORDERED, ADJUDGED and DECREED that IBC shall retain rights to reject any decision of the Debtors to surrender a leased or financed piece of rolling stock prior to the Debtors' ultimate surrender to the lessor or financer of that rolling stock; it is further ORDERED, ADJUDGED and DECREED that IBC retain all rights to reject Debtors proposal to lease any real property of Debtors. In the event Debtor does enter into a lease of real property to a third-party lease, IBC security interest shall be perfected and attach to all rents, proceeds or income generated by said rental agreement except to the extent that such rentals are deemed to constitute PACA trust assets.
It is further

ORDERED, ADJUDGED and DECREED that IBC shall extend post-petition credit subject to the following: prompt access to any and all information relating to the sales efforts of Debtor, its agents or professionals; immediate and direct access to any broker, listing agent or other professional retained by or on behalf of the Debtor for the purpose of marketing and selling any or all of the IBC collateral; immediate access and delivery of any offer received whether written, oral or otherwise, from any interested third-party in relation to the purchase of any of Debtor's assets which are in whole or in part secured by liens of IBC; IBC's right, at its sole discretion, to reject any proposed sale, contract or proposal, which proposes a purchase price reflecting an amount insufficient to satisfy IBC liens on IBC collateral, made the subject of such offer or proposal; post-petition liens on all Debtors' assets, except those subject to PACA claims

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and those specifically excluded through this Order or the Final Cash Collateral Order, offering adequate protection to IBC, for any cash advanced by IBC and consumed by Delta/Superior. ORDERED, ADJUDGED and DECREED that Debtors remain obligated under the terms set forth within the Interim Order for Use of Cash Collateral and Final Order regarding Use of Cash Collateral (Doc. Nos. 49 and 149); it is further ORDERED, ADJUDGED and DECREED that IBC may at its own discretion following ten (10) days within notice to Debtor and Debtors' lawyer, terminate Debtors' authority to incur debt from IBC, and IBC obligation to provide financing hereunder. The International Bank of Commerce reserves all rights including dismissal, conversion to Chapter 7 of the Debtors' cases and/or termination of the automatic stay upon notice and hearing. In the event IBC decides to terminate Debtor's authority to incur debt from IBC, IBC will remain obligated to pay all outstanding expenses approved under the cash collateral Order and this Order; it is further ORDERED, ADJUDGED and DECREED that the parties agree that any relief herein shall be without prejudice to the rights of any of the parties hereto to seek any other relief provided under the Bankruptcy Code. IT IS SO ORDERED
###

Submitted by: R. Glen Ayers Allen M. DeBard LANGLEY & BANACK, INC. 745 E. Mulberry, Suite 900 San Antonio, TX 78212

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EXHIBIT ''A''

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90 DAY CASH COLLATERAL BUDGET

Superior Tomato-Avocado, Ltd. Februa.ry 2012 Wages, Salaries & Benefits Deducts for Child Support Due (past due Utilities - CPS SAWS Phones Package Ins. (Building, Contents, Equipment, Crime, General Premises Liab, Equip. Breakdown) Business Auto Insurance Motor Cargo Adequate Assurance Deposit for Utility Services Key Man Insurance Pest Control Shortfall for January Premium Payments to Flatiron Comm. Umbrella Policy TOTAL: 3,000.00 1 0.00 8,800.00 1,904.00 2,160.00 2,605.13 March 2012 3,000.00 0.00 8,800.00 1,904.00 2,160.00 2,605.13 April2012 3,000.00 0.00 8,800.00 1,904.00 2,160.00 15,552

4,961.77 1,382.84 0.00 1,319.85 300.00 179.31

4,961.77 1,382.84 0.00 1,319.85 300.00

3,650 1,382.84 0.00 1,319.85 300.00

1,500 $26,612.90 $26,433.59 $44,530.46

Delta Produce, LP Februa.ry 2012 Wages, Salaries & Benefits Deducts for Child Support Due (past due) Utilities - CPS SAWS Internet Connection Phones (Leasing/Equipment)
1

March 2012 12,500.00 (plus

benefits)

Apri12012 12,500.00 (plus

benefits)

12,500.00 (plus
benefits) 2

0.00 20,000.00 3,600.00 200.00 1,705.89

0.00 20,000.00 3,600.00 200.00 1,705.89

0.00 20,000.00 3,600.00 200.00 1,705.89

Named employee to be determined- $3,000- plus benefits Melinda Day-Harper, CRO $7,500- plus benefits Scott Russell, Transp. Oper. $5,000- plus benefits

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Telephone Service Iso-Therm Refrigeration Package Insurance (Building, Contents, Equipment, Crime, General Premises Liab) Auto Insurance Boiler & Machinery Insurance Floater/Transit Insurance Umbrella Policy Pest Control ADT Security (Warehouse) ADT Security (Offices) Time Warner Cable Toshiba (Lease on 4 Copiers)j General Business Sol. (IT) TOTAL:

1,060.28 600.00 4,185.72

1,060.28 600.00 4,185.72

1,060.28 600.00 38,285

13,521.57 322.65 1,670.43 3,957.20 300.00 101.94 157.01 407.30 1,969.91 600.00 $66,859.90

13,521.57 322.65 1,670.43 3,957.20 300.00 101.94 157.01 407.30 1,969.81 600.00 $66,859.90

3,601 3,834 1,670.43 3,219 300.00 101.94 157.01 407.30 1,969.91 600.00 $93,811.76

Debtor has indicated that only one copier is needed, and will call Toshiba to attempt to rework this lease or to the extent necessary, Debtor will reject this lease.