12-50073-lmc Doc#49 Filed 01/24/12 Entered 01/24/12 11:22:07 Main Document Pg 1 of 5

SO ORDERED. SIGNED this 24th day of January, 2012.

________________________________________ LEIF M. CLARK UNITED STATES BANKRUPTCY JUDGE

____________________________________________________________

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On this day, carne on to be heard the Application of Debtors for Authorization to Use Cash Collateral of the International Bank of Commerce (the "Application") and appeared the Debtors and requested that the Court authorize that the Debtors be allowed to use the cash collateral of the International Bank of Commerce on an interim basis, pursuant to the terms and conditions set forth herein, and the court having considered the facts and argument of counsel, it is: ORDERED, ADJUDGED and DECREED that the Debtors are authorized limited interim of the International Bank of Commerce cash collateral 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 the International Bank of Commerce 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 and a lien on all automobiles and trucks and other equipment to the extent the cash collateral of IBC is used to pay any insurance costs; IBC shall have no priority or primary liens on claim to or against any property that constitutes trust funds under the Perishable Agricultural Commodities Act ("P ACA") but shall retain its lien on cash, accounts receivables and proceeds (to the extent that such assets are not PACA trust funds) and a second lien on all PACA trust funds these liens shall be deemed perfected with a compliance with state law; it is further

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ORDERED, ADJUDGED and DECREED that the Debtors agree to maintain key man life insurance and insurance on all business assets as provided in the attached Schedule A; it is further ORDERED, ADJUDGED and DECREED that Debtors shall provide to the International Bank of Commerce, 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 Debtors shall file a final application for use of cash collateral, and/or before January 27, 2012, wherein Debtors seeks to extend the use of cash collateral for 90 days and wherein Debtors attached a 90day budget detailing all cost, fees and expenses for which cash collateral use is proposed and whereupon Debtors will propose to return to the International Bank of Commerce the $425,000.00 loan advance, made on December 27, 2011, and wherein Debtors agree to a timetable establishing dates by which Debtors are to reach an agreement with the International Bank of Commerce for marketing and sale of Debtors' business and assets and collateral of the International Bank of Commerce and/or drop dead dates by which the automatic stay shall be terminated. ORDERED, ADJUDGED and DECREED that if the Debtors default on any of the conditions listed above, IBC is required to notify the Debtors and Debtors' attorneys of the default. If the default is not cured within five (5) days of the date of the notice, the Debtors are denied further use of cash collateral. The Debtors shall be allowed to cure three (3) notice of defaults; however, upon the fourth notice of default, the default cannot

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be cured without the consent of the International Bank of Commerce. 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; 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; and it is further

ORDERED, ADJUDGED AND DECREED THAT THIS INTERIM ORDER SHALL BE SERVED ON ALL CREDITORS BY ECF OR MAIL, AND THAT THIS INTERIM ORDER SHALL BE NOTICED THAT THE DEBTORS INTEND TO RETURN CASH COLLATERAL ADVANCED IMMEDIATELY PREPETITION FROM IBC; THE AMOUNT IS APPROXIMATELY $450,000 IN CASH; WRITTEN AND ORAL OBJECTIONS TO THIS EVENT WILL BE CONSIDERED ON FEBRUARY 2, 2012.
ORDERED, ADJUDGED and DECREED that a final hearing on the Debtors' Application For Authorization to Use Cash Collateral of the International Bank of Commerce is scheduled on February 2, 2012 at 9:30a.m. in Courtroom No. 1, 3rd Floor, Old U.S. Post Office Bldg., 615 E. Houston St., San Antonio, Texas.

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

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30 DAY CASH COLLATERAL BUDGET

Superior Tomato-Avocado, Ltd. Januan: 2012
Wages, Salaries & Benefits Deducts for Child Support Due Utilities - CPS SAWS Phones Insurance/P&C and Auto 1 Adequate Assurance Deposit for Utility Services TOTAL: 3,000.00 (Not more than $3,000 +benefits per
month)*

1,443.00 8,800.00 1,904.00 2,160.00 13,600.00 5,000.00

$35,907.00

Delta Produce, LP Januan: 2012

Wages, Salaries & Benefits Deducts for Child Support Due (past due) Utilities - CPS SAWS Internet Connection Phones Insurance/P&C and Autoj TOTAL: 12,500.00 (per month+ plus benefits)2 8,028.00 20,000.00 3,600.00 350.00 2,100.00 18,828.00 $52,906.00

IBC may pay directly insurance premiums. Through this Order, no double authorization for insurance premiums will be allowed. 2 Employees Superior Tomato-Avocado, Ltd. Monthly To be determined- $3,000- plus benefits

*Delta Produce, LP Monthly Melinda Day-Harper, CRO $7,500- plus benefits Scott Russell, Transp. Oper. $5,000- plus benefits 3 IBC may pay directly insurance premiums. Through this Order, no double authorization for insurance premiums will be allowed.

L & B 14013/0002/L0577388.DOC/