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SO ORDERED. SIGNED this 22nd day of February, 2012.

________________________________________ LEIF M. CLARK UNITED STATES BANKRUPTCY JUDGE

____________________________________________________________

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requested in the Motion; and due and sufficient notice of the Motion having been given under the particular circumstances; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interest of the Debtors' estates, the creditors, and other parties in interest; and after due deliberation thereon; and sufficient cause appearing therefore, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Motion is GRANTED on a final basis as set forth herein. Absent further order of this Court, the Utility Companies, including any

subsequently added Utility Companies, are prohibited from (I) altering, refusing, or discontinuing service to or discriminating against the Debtors on account of unpaid prepetition invoices or any objections to the Debtors' Adequate Assurance Deposit, or due to the commencement of these cases or (ii) requiring the Debtors to provide a deposit or other security in connection with the provision of post-petition Utility Services, other than the establishment of the Adequate Assurance Deposit. 3. To the extent they have not done so, the Debtors shall deposit $5,000.00 (the

"Adequate Assurance Deposit") into an interest-bearing, newly created, segregated account, for the purpose of providing the Utility Companies adequate assurance of payment of its post-petition Utility Services to the Debtors. The Adequate Assurance Deposit of $5,000 shall be allocated as follows: $1,500 to San Antonio Water System,
with specific allocation to utility accounts as set forth on the attached Exhibit "B"; $3,000 to The City of San Antonio, Acting by and through City Public Service Board ("CPS Energy") with allocation to be determined by the same Utility Company for the specific accounts listed on the attached Exhibit "C" ; $500 to remaining Utility

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Companies, which may be adjusted by the Debtors to account for the termination of Utility Services by the Debtors. The Adequate Assurance allocated sum to San Antonio Water System shall be tendered to counsel, Elizabeth G. Smith for delivery to her client. The Adequate Assurance sum allocated to CPS Energy in the sum of $3,000 shall be mailed to CPS Energy, CPS- Legal Division, 145 Navarro, Mail Drop 101013, San Antonio, TX 78205, attention Victor Valadez, Ill. San Antonio Water System has agreed and shall change the mailing address for utility accounts listed on Exhibit "A" in care of R. Glen Ayers, Jr. and Allen M. DeBard, LANGLEY & BANACK, INC. 745 E. Mulberry, Suite 900, San Antonio, Texas 78212, so that any notices concerning default or delinquency in payment will be communicated to the same counsel in lieu of the Delinquency Notice required herein. Further, CPS Energy has agreed and shall change the mailing address for utility accounts listed on Exhibit "C" in care of R. Glen Ayers, Jr. and Allen M. DeBard, LANGLEY & BANACK, INC., 745 E. Mulberry, Suite 900, San Antonio, Texas 78212, so that any notices concerning default or delinquency in payment will be communicated to the same counsel in lieu of the Delinquency Notice required herein. 4. To the extent the Debtors becomes delinquent with respect to a Utility

Company's account, such Utility Company, with the exception of San Antonio Water System and CPS Energy, shall file a notice of such delinquency (the "Delinquency Notice") with the Court and serve such Delinquency Notice on (a) the Debtors, (b) counsel to the Debtors, (c) counsel to the official committee of unsecured creditors, if one is appointed, and (d) the United States Trustee for the Western District of Texas (each, a "Party in Interest"). If the Debtors have not cured such delinquency or no Party in Interest
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has objected to the Delinquency Notice within ten (1 0) days of the receipt of the Delinquency Notice, then the Debtors shall (I) remit to such Utility Company from the Adequate Assurance Deposit the lesser of (a) the amount allocated in the Adequate Assurance Deposit for such Utility Company's account or (b) the amount of post-petition charges claimed as delinquent in the Delinquency Notice and (ii) replenish the Adequate Assurance Deposit for the amount remitted to such Utility Company. San Antonio Water
System and CPS Energy are excused from the procedure for notification of default or delinquency, as set forth herein, but will notify Debtors of any default or delinquency in payment pursuant to the normal rules and regulations and policies and procedure of each utility company.

5.

The Debtors are authorized, in their sole discretion, to amend EXHIBIT A

attached hereto to add or delete any Utility Company. The Debtors shall serve a copy of the Motion and this Order on any subsequently identified Utility Companies. Such Utility Companies shall then have thirty (30) days from the service of the Motion and this Order to file any objection. 6. The inclusion or exclusion of any entity on or from EXHIBIT A or on or from

any amended EXHIBIT A shall not constitute an admission that such entity is or is not a "utility" within the meaning of Bankruptcy Code section 366. This Order specifically

reserves the rights of the Debtors to argue that (a) any of the entities listed on EXHIBIT A or any amended EXHIBIT A is not a "utility" within the meaning of Bankruptcy Code section 366, and (b) any such entity is compelled by contractual obligation, federal, state or local law, or otherwise, to continue to furnish services to the Debtors notwithstanding the Debtors' filing for relief under chapter 11 of the Bankruptcy Code. Any such entity is subject

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to the automatic stay imposed by Bankruptcy Code section 362(a) with respect to any actions against or with respect to the Debtors, the Debtors' properties, and any services provided to the Debtors. 7. The Debtors are authorized to pay on a timely basis in accordance with its

pre-petition practices all undisputed invoices in respect of post-petition Utility Services rendered by the Utility Companies to the Debtors. 8. Nothing in this Order or the Motion shall be deemed to constitute the

assumption of any contract under Bankruptcy Code section 365 or the waiver of the automatic stay under Bankruptcy Code section 362. 9. Notwithstanding Bankruptcy Rule 6004(h), to the extent applicable, this Order

shall be effective and enforceable immediately upon entry hereof. 10. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation and/or interpretation of this Order. 11. The Debtors shall serve this Order no later than three (3) business days after

the date of entry of this Order on (a) the United States Trustee for the Southern District of Texas; (b) counsel to the Debtors' pre-petition secured lenders or the lenders themselves; (c) any parties who have filed a notice of appearance prior to the date of service of this Order; (d) the parties on the Debtors' list of twenty largest unsecured creditors; and (e) the entities listed on EXHIBIT A. 12. Debtors. IT IS SO ORDERED This Order shall be served on the best business address available to the

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###
Respectfully submitted by:

R. Glen Ayers, Jr. Allen M. DeBard LANGLEY & BANACK, INC. 745 E. Mulberry, Suite 900 San Antonio, Texas 78212 (21 0) 736-6600 ATTORNEYS FOR DEBTORS
Elizabeth G. Smith LAW OFFICES OF ELIZABETH G. SMITH 6655 First Park Ten, Suite 250 San Antonio, Texas, 78213 P: (210) 731-9177 Fax: (210) 731-9130 Email: beth@egsmithlaw.com

Is/ Elizabeth G. Smith Elizabeth G. Smith Texas Bar No. 18577200 Attorney for San Antonio Water System
By:

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EXHIBIT ''A''

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Delta Produce, L.P ., et al. Vendor Contact List- Exhibit "A" Vendor CPS Energy Street PO Box2678 City

Account Nos. 3001522855; 3001524963; 3001524966 1983501508662; 1983501959612 65127188 8260140772806510

Phone

Fax

Balance Total $10,437.25

San Antonio TX

78289-0001

San Antonio Water PO Box 2990 System Mitel Netsolutions Time Warner

San Antonio TX

78299-2990

$1,141.77

885 Trademark Drive Reno PO Box 460849

NV

89521-5943 78246-0849

$1,079.47 $283.24

San Antonio TX

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EXHIBIT "B" SAN ANTONIO WATER SYSTEM DIP Account No. Service Address (San Antonio, TX) 19 8350 150866 3 750 Merida, Apt. A* Name of Account Holder: Superior Tomato-Avocado 19 8350 195961 3 750 Merida, Apt. B* Name of Account Holder: Superior Tomato-Avocado 17 7700 276972 5 2001 South Laredo Street Name of Account Holder: Delta Produce, Inc. Allocation for Adequate Assurance $250.00

$100.00

$1,150.00

Total requested adequate assurance: $1,500.00

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EXHIBIT "C"
CPS ENERGY

DELTA PRODUCE LP & SUPERIOR TOMATO-AVOCADO LTD

Pre Post No. Of Petition Petition Accounts Accounts Accounts BP#1 06083875 1 3001658294 3002825282 2 3001658296 3002825749
3
4

Customer Name
Delta Delta Delta Delta Produce Produce Produce Produce LP LP LP LP 2001 2001 2001 2001

Service Address
S LAREDO S LAREDO S LAREDO S LAREDO ST#GATE ST #LCT ST #GS ST #SL

3001658295 3002825291 3002400232 3002825761

BP#1 05230098
1 1 2 3
3000511481 3002825221 Superior Tomato Avocado Co Inc 723 HAZEL ST

BP#1 06016792
3001522855 3002824811 3001524963 3002824814 3001524966 3002824815 Superior Tomato-Avocado Ltd Superior Tomato-Avocado Ltd :::>upenor I omato-Avocado Ltd 750 MERIDA ST 750 MERIDA ST #LCT 750 MERIDA ST#2