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SO ORDERED. SIGNED this 25th day of January, 2012.

________________________________________ LEIF M. CLARK UNITED STATES BANKRUPTCY JUDGE

____________________________________________________________

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1.

Notice of Claims Procedure Order. On or before February 11, 2012, the

Court-appointed Special P ACA Counsel for the Debtor, Craig A. Stokes ("Special P ACA Counsel"), shall mail a copy of this Order by certified mail, return receipt requested, to all entities listed on DELTA'S Accounts payable schedule. In conjunction with this Order and other Orders before the Court, the Debtors and affiliated parties are ordered to establish a dedicated website where all required documents, all orders of this Court, and all pleadings filed by the Debtors or their affiliates shall be made available to any party in interest at no cost, Debtor's counsel, Langley & Barrack, Inc., shall establish this website, the court finds that this will enable parties without counsel and without access to "PACER" to review pleadings filed and Orders entered. The web address for this site is: www.omnimgt.com/DeltaProduceSuperiorTomatoAvocado.

2.

Deadline to File Claims and Claims Form. On or before March 2, 2012, any

creditor who claims to be owed money for supplying perishable agricultural commodities to DELTA, must file with the Bankruptcy Court a "PACA Proof of Claim" substantially similar to the form attached hereto as Exhibit "A" to the extent the claim is for supplying perishable agricultural commodities. The completed form should attach all supporting documents, such as invoices, purchase orders and confirmations, bills of lading, inspection certificates (if any), any agreements between DELTA and the P ACA trust creditor claimant. These claims shall be filed at the following address: Clerk of the United States Bankruptcy Court 615 E. Houston Street, Rm. 597 San Antonio, TX 78205 Exhibit "A" is to be used instead ofthe "Proof of Claim" which is Official Form No. 10. Only

creditors who have claims based upon their supplying perishable agricultural commodities to

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DELTA should use Exhibit "A." All other claimants should file Form No. 10. To the extent that a claim made on a PACA Proof of Claim form is determined to not be P ACA trust protected, or is P ACA trust protect but not satisfied by payment, the claim shall be deemed an ordinary claim, and no new proof of claim using the ordinary bankruptcy form (Form No. 10) need be used, and Debtor may object to the balance of the claim, if any, under ordinary bankruptcy procedures.

3.

Information Requests. Special P ACA Counsel is authorized to respond on

behalf of DELTA to all requests for documents reasonably requested by any party concerning any produce claim and to respond on behalf of Debtor to any claims. Special P ACA Counsel's responses may be posted on the dedicated website located at www.omnimgt.com/DeltaProduceSuperiorTomatoAvocado.

4.

Claim against SUPERIOR. DELTA holds a P ACA claim against SUPERIOR

in an amount of approximately $550,000.00. A. DELTA'S bankruptcy counsel, Langley & Barrack, Inc., shall file any

applicable P ACA Trust claims on behalf of SUPERIOR against the Co-Debtor DELTA. This is found not to be a conflict based upon the description of the duties of Debtors and their counsel under P A CA. Each Debtor has a duty to assert P ACA claims against other parties for the benefit of a third party PACA Trust claimants (the automatic stay created by 11 U.S.C. 362(a) to the extent applicable, is released to permit filing, both Debtors having so stipulated). Further, special PACA Counsel shall be permitted to defend SUPERIOR's interests, and this shall not be a conflict. B. following findings: The Court has considered this matter on the record and makes the

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(1)

Discharge of these particular duties is not a conflict under 11

U.S.C. 327; in this context, the duties of counsel and Special PACA Counsel do not make either "notdisinterested;" these duties do not constitute representation of or the holding of an adverse interest, and (2) The Court finds that this conduct is not a breach of the Texas Rules

of Disciplinary Procedure.

Any Produce Claims Not Timely Filed Shall be Forever Barred. The produce

claimant's filing deadline shall apply only to produce claims, and shall be in lieu of any claim deadline established in this case by the Bankruptcy Court or Bankruptcy Code, and any produce claims that are not timely filed will be forever barred.

6.

Objection to Produce Claims.

A. Special PACA Counsel's Objections. On or before March 20, 2012,

Special PACA Counsel shall file any objections of DELTA to any produce claims to the extent that a claim appears to not be a qualified as a PACA trust obligation. Special PACA Counsel will serve copies of objections: (a) on the claimant by certified mail, return receipt requested, (b) on the Clerk of the Court using the CMIECF system, and (c) on those persons who have filed a PACA Proof of Claim form and are not registered in the CM/ECF system in the case. B. Produce Creditors' Objections. On or before March 31,2012, any party

in interest who has an objection to any produce claim must file an objection to the extent that a claim appears to not be a qualified as a PACA trust obligation and an objection has not already been made by Special PACA Counsel. The party shall serve the objection on: (a) on the claimant by certified mail, return receipt requested, (b) on the Clerk of the Court using the

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CM/ECF system, and (c) on those persons who have filed a PACA Proof of Claim form and are not registered in the CMIECF system in the case. C. All objections must set forth in detail the legal basis (including citations to

relevant authority), and the factual basis for the objection to each invoice or claim documents subject to the objection and attach any documents on which the objection is based. A mere objection characterizing a claim as "disputed" or words to that effect will not serve as a valid objection. Failure to timely file an objection to a claim waives any objection the claim, and to the extent a claim is not timely objected to the claim shall be deemed a valid PACA trust claim.

7.

Response to Objection. On or before April16, 2012, any PACA claimant

whose claim is subject to an objection may file a response to the objection. The PACA claimant shall file a copy of the response: (a) if the PACA claimant is registered in the CMIECF system for this case, then by filing it in the CM/ECF system, or (b) if the PACA claimant is not registered in the CMIECF system for this case, then by mailing it to the Clerk of the Court at the address provided in paragraph "3" above (the response must include the name of the case and the case number at the top of the first page).

8.

Filing of Motion to Approve Compromise, or Alternatively to Set a Trial.

The produce claimant and the objecting party shall make a reasonable effort to resolve any objections to the produce creditors' claim that it is a qualified trust beneficiary pursuant to the PACA. A. Special PACA Counsel's Objections. By May 9, 2012, Special PACA

Counsel will file one ofthe following: (1) motion to approve compromise of the dispute which specifies the compromise, or (2) a motion to set trial which specifies the issue(s) in dispute. Special PACA Counsel will serve the above: (1) on the produce claimant by certified mail, return

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receipt requested, (b) on the Clerk of the Court using the CM/ECF system, and (c) on those persons who have filed a P ACA Proof of Claim form and are not registered in the CM/ECF system for this case. All produce claimants who timely filed a P ACA Proof of Claim form have standing to object to the proposed compromise as ifthey had filed the same objection.

B.

Produce Creditor's Objection. By May 21,2012, a produce claimant who

timely filed an objection to another produce claimant's PACA Proof of Claim shall file one of the following: (1) a notice of compromise of the objection, or (2) a Motion to Set a Trial which specifies the issue(s) in dispute. The produce claimant will serve the above: (a) on the produce claimant who claim is being objected to by certified mail, return receipt requested, (b) on the Clerk of the Court using the CM/ECF system, and (c) on those persons who have filed a PACA Proof of Claim form and are not registered in the CM/ECF system for this case. Produce claimants who intend to file a Motion to Set Trial must retain an attorney who is permitted to practice before this Court to file such a Motion, unless the produce claimant is an individual who is doing business as a sole proprietorship. 9. PACA Trust Chart. On or before June 5, 2012, the Special PACA Counsel will

file a P ACA Trust Chart in the form in the attached Exhibit "B" which provides for a proposed pro-rata distribution of the money that has been established to be trust funds under the Perishable Agricultural Commodities Act. The PACA chart will not include amounts for attorney's fees and costs, which claims will be determined by the Court pursuant to Paragraph 14 of this Order. Special PACA Counsel will serve the PACA Trust Chart: (a) on the Clerk ofthe Court using the CMIECF system, and (b) on those persons who have filed a P ACA Proof of Claim form and are not registered in the CM/ECF system for this case.

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10.

Objection to Original PACA Trust Chart. On or before June 22, 2012, any

party which objects to the proposed distribution on the P ACA Trust Chart must file any objections which shall specify the legal (including citations to relevant authority) and/or factual basis for the objection. A mere objection by characterizing a proposed distribution as "disputed" or words to that effect will not serve as a valid objection. The party will serve the objection: (a) on the Clerk of the Court using the CMIECF system, and (b) on those persons who have filed a PACA Proof of Claim form and are not registered in the CM/ECF system for this case.

11.

Filing of a Notice ofResolution of Objection, or a Motion. The party objecting

to the PACA Trust Chart and the involved PACA Trust Claimant(s) shall make a reasonable effort to resolve any objections. On or before July 9, 2012, the party objecting to the PACA Trust Chart and the involved PACA Trust Claimant shall file one of the following: (a) a notice of a resolution ofthe dispute which specifies the resolution, or (b) if there has been no resolution, then the party objecting to the PACA Trust Chart must file with the Court a motion to determine the validity ofthe objection. The party objecting to the claim shall serve the foregoing: (a) on the Clerk of the Court using the CMIECF system, and (b) on those persons who have filed a PACA Proof of Claim form and are not registered in the CM/ECF system for this case. Such compromises will not require filing of a motion under Federal Rule of Bankruptcy Procedure 9019, which governs compromise and settlements all as provided at paragraph 13 below, unless the parties determine that compliance with the Rule is required or is in their best interests. 12.

Amended PACA Trust Chart, and Distribution of PACA Trust Funds. When

all objections to the original PACA Trust Chart have been resolved, the Special P ACA Counsel will create an Amended PACA Trust Chart which incorporates the resolutions of objections to

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the original PACA Trust Chart. The Amended P ACA Trust Chart will not include amounts for attorney's fees and costs, which claims will be determined by the Court pursuant to Paragraph 14 ofthis Order. Special PACA Counsel shall serve the Amended PACA Trust Chart: (a) on the Clerk of the Court using the CM/ECF system, and (b) on those persons who have filed a PACA Proof of Claim form and are not registered in the CM/ECF system for this case.

13.

Interim Distribution(s). Promptly after Special PACA Counsel serves the

Amended PACA Trust Chart, Special PACA Counsel will consult with at least four attorneys who represent a large amount of PACA trust claims in the aggregate about the amount of a proposed interim distribution, which interim distribution will hold back a sufficient amount of money to cover future claims by the Special PACA Counsel for his attorney's fees and costs, and by the trust beneficiaries for their attorney's fees and court costs, if any. Thereafter, Special PACA Counsel will promptly file a Motion for a proposed interim distribution of the PACA trust assets which will reflect a "hold back" of a sufficient amount of money to cover future claims for attorney's fees and costs as discussed above. Special PACA Counsel may file successive motions for interim distribution using the same procedure. Special PACA Counsel shall serve such motions: (a) on the Clerk of the Court using the CMIECF system, and (b) on those persons who have filed a PACA Proof of Claim form and are not registered in the CM/ECF system for this case.

14.

Appointment of Special PACA Counsel.

A.

As set forth above, the Court appoints Craig A. Stokes as Special PACA

Counsel for the Debtor. B. Special PACA Counsel is authorized to take those steps reasonably

necessary to preserve and collect the PACA trust assets as defined at 7 U.S.C. 499e(c), and to

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facilitate the distribution ofthe collected PACA trust assets, including, without limitation: (a) attempting to determine the extent to which assets are PACA trust assets, including filing or defending adversary proceedings including declaratory judgment actions, (b) examining PACA trust claims filed by alleged PACA trust beneficiaries, and objecting to those claims where appropriate, (c) collecting the Debtors' accounts receivables, including filing adversary actions, and (d) liquidating PACA trust assets other than the accounts receivables into cash. C. With respect to the collection of accounts receivables, Special PACA

Counsel shall rely upon the collection efforts made by employees of DELTA to the extent that those efforts are continuing, and thereafter he may send a demand letter to account debtors, and if he believes that filing an adversary proceeding is likely to be cost-effective, he may file adversary proceedings against account debtors. D. Special P ACA Counsel is authorized to compromise a debt owed by an

account debtor without further authorization in the following circumstances: (a) the total debt owed by the account debtor is $10,000.00 or less, or (b) the reduction in the apparent amount owed is less than 25% of the total amount owed by that account debtor. The compromises do not require compliance with Rule 9019. E. Special PACA Counsel is authorized to compromise a debt in other

circumstances if: (a) he has written consent to a compromise a claim against an account debtor from three attorneys who each represents a total of at least $100,000.00 in P ACA trust claims, in which no compliance with Rule 9019 is required (see paragraph 10 above); or (b) a court order following a motion filed under Rule 9019.

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F.

Special PACA Counsel will respond to reasonable requests for status

updates made by PACA trust claimants as reasonable intervals at a level of detail that he deems appropriate. G. Special PACA Counsel's rate will be $350.00 an hour, and when he

believes that it would be cost-effective to do so, he will delegate tasks to his associate attorney Jessie Lopez, who may act on his behalf and who will bill at $200.00 per hour, or to his legal assistant who will bill at $100.00 per hour.

15.

Motions for Attorney's Fees and Costs.

A. By PACA Trust Beneficiaries. After all claims have been resolved and all

PACA trust assets have been collected, Special PACA Counsel shall serve notice on each PACA trust beneficiary which states as follows: "Special PACA Trust Counsel intends to file a motion for approval of a final distribution of the PACA trust assets, and any PACA trust beneficiary who intends to file a motion for attorney's fees and costs must do so within thirty (30) days after service of this notice, or otherwise be barred from doing so." This notice will be posted only on the website. If a trust beneficiary does not timely file such a motion, then it is barred from seeking attorney's fees and costs from the remaining PACA trust assets. B. By Special PACA Counsel. Special PACA Counsel shall be "entitled" to

paid attorney's fees and costs from the PACA trust funds for the services rendered pursuant to this Order. The Court will determine the reasonable "amount" of such attorney's fees and costs. To be paid, Special PACA Counsel shall file a motion(s) for attorney's fees and costs should

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attach time sheets that have reasonably detailed time entries and which reflect time in increments of".1" of an hour. Stokes may file interim motions for attorney's fees and costs.

16.

Final Distribution. After all claims have been resolved, all PACA trust assets

have been collected, and all claims for attorney's fees and costs have been resolved, Special PACA Counsel shall file a motion for a final distribution of the PACA trust assets which shall include: (a) amounts awarded to the trust beneficiaries for attorney's fees and costs, if any, and (b) an amount awarded to Special PACA Counsel for reasonable attorney's fees and costs incurred in his effort to comply with this Order.

17.

Access to Court Records on Website. DELTA's Counsel of record will establish

a dedicated website where all court-filed documents will be made available to all creditors at no costs at the following web address: www.omnimgt.com/DeltaProduce-SuperiorTomatoAvocado. The Court finds that this will enable parties without counsel and without access to "PACER" to review court-filed documents. The expense ofthe website will be paid from PACA trust funds. The Court finds and orders that, except as otherwise specified, use of ECF and the website constitutes adequate notice under this Order.

18.

DELTA will promptly provide Special PACA Counsel with what it believes to be

an accurate and current list of outstanding accounts payables owed to a creditor who has sold perishable agricultural commodities to DELTA (the "AlP List"), and the full name of each such creditor and their address. This list will be posted on the website.

19.

Substitution of Trustee. If at any time the Debtor or PACA trust beneficiary

believes that Stokes is not complying with his obligations in this Order, the Debtor or a PACA trust beneficiary may file a motion to substitute trustee which seeks to remove Stokes as the Special PACA Counsel and to substitute a new Special PACA Counsel.

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20.

Bankruptcy Procedures not Applicable. This Order shall supplement and

replace the normal and ordinary bankruptcy claims procedure where appropriate.

21.
22.

Findings. Any order above shall also constitute a finding of fact, as appropriate. Exhibits. This Order incorporates all attached Exhibits.
###

Submitted by:

R. GLEN AYERS WILLIAM R. DAVIS, JR. ALLEN M. DeBARD LANGLEY & BANACK, INCORPORATED Suite 900, Trinity Plaza II 745 East Mulberry San Antonio, TX 78212-3166 Telephone: (21 0)-736-6600 Fax: (210) 735-6889

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EXHIBIT ''A''

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UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION

INRE:

SUPERIOR TOMATO-AVOCADO, LTD., Debtor.

CASE NO. 12-50074-LMC (Chapter 11)

P ACA PROOF OF CLAIM FORM

I, ______________________________________________,runilie ____

__________________________________________ fur ________________

----------------------'which has active PACA license with the U.S.D.A., license number - - - - - - - - - - - - - - - - - - ("Claimant"). The following facts are

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within my personal knowledge, and if called upon to testify as a witness in court, I could and

would testify as follows.

1.

Documents. I am attaching true and correct copies of the original documents

that pertain to Claimant's claim against Superior Tomato-Avocado, Ltd ("Debtor") based upon Claimant's sale of perishable agricultural commodities to the Debtor at Exhibit "A." The documents include [check those that apply]: ______ invoices; ______ a statement showing each invoice and the total balance due; ______ shipping documents, bills of lading, and passings; _ _ _ _ _ inspections (if any); _ _ _ _ _ trouble notices (if any); and ______ and other documents.

2.

Payment Terms. The payment terms for each and every sales transaction

between Claimant and Debtor were as follows: [ ] Payment was due within _ _ _ _ _ _ _days after the day on which the

produce was accepted; or [ ] On ___day written payment terms from the date of [CIRCLE ONE:]

shipment- invoice - delivery- acceptance. True and accurate copies of written agreements, if any, providing for such payment terms are attached to this as Exhibit "B"; or

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[ ]

Other. Please d e s c r i b e : - - - - - - - - - - - - - - - - - - - -

(attach additional pages if necessary).

3.

Objections to Deliveries. Debtor received and accepted delivery ofthe produce

identified on each and every invoice without objection, except as noted in the attached Exhibit "C." [Attach an Exhibit "C" if applicable].

4.

Preserving Trust Status. Claimant preserved its PACA trust interest against

Debtor in the following manner [CIRCLE "A" OR "B"]:

A.

by including statutorily required language on Claimant's invoice or other billing

statement [see 7 U.S.C. 499e(c)(4)]; or

B.

by serving Trust Notices upon the Debtor by [CIRCLE ONE] U.S. Mail-

Facsimile- or [specify other manner if applicable]: _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ on the following

date(s): ------------------------~ True and

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accurate copies of all Trust Notices and any related proof of delivery are attached hereto as

Exhibit "D." [Attach Exhibit "D" if applicable].

5.

Total Trust Amount Owed. The amount past due and unpaid by Debtor for

perishable agricultural commodities sold to the Debtor totals $. _ _ _ _ _ _ _ _ _ _ __

___ plus interest according to the invoice at the amount of _ _ _ _ _ _ _% per annum

of _ _ _ _ _ _ _ for a total of$. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. (We

reserve the right to seek to recover attorney's fees).

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE UNITED STATES THAT THE FOREGOING IS TRUE AND CORRECT.

Date: _ _ _ _ _ _ _ _ , 2012 Sign Name

Print Name Address:

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EXHIBIT "B"
CLAIMANT AMOUNT OF CLAIM AMOUNT TRUST QUALIFIED PERCENTAGE THE QUALIFIED CLAIM IS OF ALL QUALIFIED CLAIMS TOTAL AMOUNT TOBE DISTRIBUTED TO ALL QUALIFIED CLAIMS PROPOSED TOTALS PRO RATA DISTRIBUTION

It is further ordered, Exhibit shall be updated monthly.

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EXHffiiT "C"
PACA COLLECTIONS TOTAL TO DATE DISBURSEMENTS TO DATE TO ALLOWED TO PROFESSIONALS EXPENSES

TOPACA CLAIMS

TO PAYROLL

It is further ordered, Exhibit shall be updated monthly.

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EXHffiiT "D"
CLAIMS BY NAME UNRESOll-VED RESOLVED CLAIMS NAME OF CLAIMS OR CONTESTED CLAIM AMOUNT

TOTAL:

It is further ordered, Exhibit shall be updated monthly.

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