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The relief described hereinbelow is SO ORDERED. Signed October 31, 2012.

__________________________________ Ronald B. King United States Chief Bankruptcy Judge

IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: DELTA PRODUCE, L.P.1, Debtors. CHAPTER 11 CASE CASE NO. 12-50073-LMC Jointly Administered

ORDER GRANTING MOTION FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING THE SALE OF CERTAIN OF THE DEBTORS PROPERTY FREE AND CLEAR OF LIENS, CLAIMS, INTERESTS, AND ENCUMBRANCES OUTSIDE THE ORDINARY COURSE OF BUSINESS The Court has considered the Motion for Entry of an Order Authorizing and Approving the Sale of Certain of the Debtors Property Free and Clear of Liens, Claims, Interests, and Encumbrances Outside the Ordinary Course of Business (the Motion),2 filed by Delta Produce, L.P., Superior Tomato-Avocado, Ltd., Atled, Ltd. and Staci Properties, Ltd., the Debtors and

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 2 Unless otherwise defined herein, capitalized terms shall have the same meaning ascribed thereto in the Motion.
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Debtors-in- Possession ( the Debtors) in the above captioned jointly administered bankruptcy cases (the Case). The Court, having considered the Motion at a hearing on October 30, 2012, the evidence presented related thereto, the statements of the parties and their counsel at the hearing, and all objections to the relief sought by the Debtors in the Motion, finds that (a) the Court has jurisdiction over the Motion and the subject matter thereof pursuant to 28 U.S.C. 1334 and venue is proper under 28 U.S.C. 1408 and 1409; (b) this matter is a core proceeding pursuant to 28 U.S.C. 157(b); (c) the legal and factual bases set forth in the Motion and at the Hearing on the Motion as announced on the record establish just cause for the relief granted herein; (d) granting the relief requested in the Motion is in the best interests of the Debtors, their creditors, and all other parties in the Debtors Case; (e) entry into the Agreement and sale of the Property (the Sale) to Leonard Holding Company or assigns (the Buyer) is a valid and appropriate exercise of Debtors business judgment and thus should be approved; (f) the Short Term Lease with LFC Acquisitions LLC is in effect and assignable by its terms and assignment of the Short Term Lease to Buyer as part of the Sale is appropriate and (g) proper, timely, adequate and sufficient notice of the Motion, the Hearing, and the Sale has been provided in accordance with Bankruptcy Rules 2002(a), 6004(a), and 9014, and no other or further notice of the Motion, the Hearing, or the Sale is or shall be required. NOW, THEREFORE, THE COURT HEREBY ORDERS, ADJUDGES, AND DECREES AS FOLLOWS: 1. The Motion is GRANTED, as further described herein and subject to the

provisions of this Order.

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2.

The Objections to the Motion or the relief requested therein that have not been

withdrawn, waived, or settled, and all reservations of rights included in such Objections, are overruled on the merits unless addressed in this Order. 3. The Sale of the Property to Buyer and all of the terms and conditions thereof, as

set forth in the Agreement, is hereby approved in all respects. Debtors and Buyer may hereafter execute non-material modifications and/or amendments to the Agreement and take all actions necessary and execute all documents necessary to close on the Sale of the Property. Reference to the Agreement herein shall be to the Agreement, as amended and modified. 4. Pursuant to 11 U.S.C. 363(b), the Debtors are authorized to perform the

obligations under and comply with the terms of the Agreement and consummate the Sale, pursuant to and in accordance with the terms and conditions of the Agreement and this Order. 5. The Debtors are authorized and directed to execute and deliver, and are

empowered to perform under, consummate and implement, the Agreement, together with additional instruments and documents that the Buyer deems necessary or appropriate to implement the Agreement and effectuate the Sale, and to take all further actions (i) as may be reasonably requested by Buyer for the purpose of assigning, transferring, granting, conveying and conferring to Buyer, or reducing to possession, the Property and (ii) as may be necessary or appropriate to the performance of the Debtors obligations as contemplated by the Agreement. 6. This Order and the Agreement shall not be subject to rejection or avoidance and

shall be binding in all respects upon all creditors of, claimants with claims against, and holders of equity or other ownership or other interests in the Debtors or Debtors Property (whether known or unknown), and any holders of any other interests in the Debtors or the Property, and any

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subsequent trustee(s) appointed in the Debtors chapter 11 cases or upon a conversion to chapter 7 under the Bankruptcy Code. 7. Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, the Property shall

be sold, assigned and transferred to Buyer upon closing and shall be free and clear of all liens, claims, encumbrances, or other interests of any kind or nature whatsoever, specifically including, but not limited to, any and all claims, encumbrances or interest asserted against the Property by the Texas Workforce Commission and/or any parties asserting any and all claims, encumbrances or interest under PACA (including PACA Trust Claims or PACA Trust Interests). Any such liens, claims, encumbrances, or interests shall attach to the net sales proceeds from the Sale (including the $400,000 in Escrowed Funds at Frost pursuant to this Order) with the same validity, extent and order of priority currently existing on the Property, subject to the provisions of this Order. Buyer shall not have any successor, derivative or vicarious liabilities of any kind or character, including, but not limited to, on any theory of successor or transferee liability, arising from or out of the purchase of the Property. 8. Except as otherwise provided by the Agreement or this Order, all persons and

entities, including, but not limited to, the Texas Workforce Commission, all debt security holders, equity security holders, governmental, tax, and regulatory authorities, lenders (whether secured or unsecured), tort claimants, litigants, parties asserting claims, encumbrances or interests under PACA (including PACA Trust Claims or PACA Interests), trade and other creditors, asserting claims or encumbrances or holding interests or liens of any kind or nature whatsoever against Debtors or the Property (whether legal or equitable, secured or unsecured, matured or unmatured, contingent or non-contingent, senior or subordinated), arising under or out of, in connection with, or in any way relating to, the Debtors, the Property, or the Sale, are

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forever barred, estopped, and permanently enjoined from asserting against Buyer, its successors or assigns, its property, or the Property, any such persons or entities claims, liens, encumbrances or interests. In connection with closing of the Sale, IBC shall execute and deliver all reasonable and necessary releases of liens with respect to the Property. 9. The transfer of the Property to Buyer pursuant to the Agreement constitutes a

legal, valid, and effective transfer of the Property and shall vest in Buyer all right, title, and interest in and to the Property, free and clear of all liens, claims, encumbrances, and interests of any kind or nature whatsoever, including, but not limited to, PACA Trust Claims or PACA Interests. 10. The Debtors are further authorized, pursuant to sections 105(a), 363 and 365 (to

the extent section 365 is applicable) of the Bankruptcy Code, to assign the Short Term Lease with LFC to Buyer as part of the Sale and transfer their rights as landlord thereunder. Upon closing, Buyer shall be entitled to exercise all rights under the Short Term Lease as landlord, including giving the 60 day termination notice provided for in the Short Term Lease, collecting the rent provided for in the Short Term Lease and enforcing any obligations of LFC as tenant under the Short Term Lease. Debtors shall also transfer the Mitel Leasing Phone System at the Property to Buyers. 11. There are no cure or other costs owed under the Short Term Lease and the

requirements of sections 365(b)(1) and (f) of the Bankruptcy Code (to the extent applicable with respect to the assignment of the Short Term Lease or the Mitel Phone System) are deemed satisfied. 12. This Order shall become final upon entry. The stay of this Order provided in

Bankruptcy Rules 6004(h) and 6006(d) is hereby lifted to allow the parties to immediately begin

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implementation of all necessary actions to effectuate the sale of the Property under the Agreement. 13. Adequate business reasons exist to justify the sale of the Property and Debtors

have exercised appropriate business judgment in connection with the Sale of the Property and entry into the Agreement. 14. The consideration provided by the Buyer pursuant to the Agreement (i) is fair and

reasonable, and (ii) will provide a greater recovery to the Debtors estates than would be provided by any other alternative. 15. The transactions contemplated by the Agreement for the Sale of the Property are

undertaken by Buyer, without collusion and in good faith, as that term is used in section 363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not affect the validity of the Sale, unless such authorization is duly stayed pending such appeal. Buyer is a purchaser in good faith of the Property, and is entitled to all of the protections afforded by section 363(m) of the Bankruptcy Code. 16. This Order (a) shall be effective as a determination that, at closing, all liens,

claims, encumbrances or interests of any kind or nature whatsoever existing as to the Property prior to the closing have been unconditionally released, discharged, and terminated as to the Property, except as otherwise provided herein or agreed to by Buyer in writing, and (b) shall be binding upon and shall govern the acts of all entities including, without limitation, all taxing jurisdictions, filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state, and local officials, and all other persons and entities who may

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be required by operation of law, the duties of their office, or agreement, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any of the Property. 17. Nothing contained in any plan(s) of reorganization confirmed in these jointly

administered Chapter 11 bankruptcy cases or any order of this Court confirming such plan(s) shall conflict with or derogate from the provisions of the Agreement or the terms of this Order. In the event a provision in a plan of reorganization or order of this Court conflicts inadvertently with the terms of this Order or the Agreement, this Order and/or the Agreement shall control and govern. Additionally, in the event that the Court has or does lift the automatic stay during the Case with respect to Debtors and the Property, any order lifting or modifying the automatic stay as to Debtors and the Property shall provide or be deemed to provide that the lifting or modification of the automatic stay is subject in all respects to the terms and provisions of the Agreement while the Agreement is pending and effective. 18. Upon closing, Debtors shall pay from the net Sales proceeds all taxes on the

Property which are Debtors obligations under the Agreement (or escrow sufficient funds from the net Sales proceeds to pay such tax obligations and thereafter timely pay such taxes on the Property). Included in such taxes shall be the existing real property tax claims of Bexar County, et al. of approximately $146,452.06 and their personal property tax claims of approximately $2,745.85, plus Debtors share of current year taxes. Debtors shall pay the remaining net Sales proceeds to IBC after deduction of all usual and customary closing costs (including payment of Debtors obligations under the Agreement), less $400,000.00 (the Escrowed Funds) which shall be deposited into a segregated account established by Debtors at Frost Bank, styled the Atled Sale Proceeds Account (the Segregated Account). Debtors shall hold and not disburse

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such Escrowed Funds from the Segregated Account pending further order of the Court, pending resolution of the PACA claims disputes against IBC. Nothing in this Order shall be a

determination of any parties rights to such funds and all parties rights are reserved related thereto. All liens, claims and encumbrances of IBC or PACA claimants against the Property are transferred and attach to the $400,000 in the Segregated Account with the same validity, extent and order of priority that existed with respect to the Property. 19. The Agreement specifically provides that the Seller (i.e. Debtors) are to transfer

certain Tangible Personal Property to Buyer as part of the Sale. Included in this Tangible Personal Property are refrigeration compressors, which refrigeration compressors were to be in good and operating condition as of closing. The repairs on the refrigeration compressors are ongoing but may not be completed by closing. Debtors shall cooperate fully with Buyer to continue to effectuate the repairs and the payment for same in as an expeditious manner as possible. IBC has advanced approximately $14,000 towards such repairs. Additionally, Debtors have certain Boiler Insurance which is expected to pay approximately $25,000 to $30,000 towards such repairs. Debtors shall use these funds to fund the necessary repairs even if such payments are made post-closing. Additionally, $15,000 shall be held by Buyer from the Sales Proceeds to further satisfy any shortfall (after application of the funds advanced by IBC and the proceeds of the Boiler Insurance) in the costs of repair and Buyer shall be given a credit towards the purchase price for such $15,000 at closing. In the event that any of the $15,000 remains after all necessary repairs are made to the refrigeration compressors, Buyer shall pay any amount of the $15,000 remaining to IBC. Further, to the extent that the Buyer determines, in its sole and absolute discretion, that it wishes to fund any of the repairs that would otherwise be covered by the Debtors Boiler Insurance, Debtors shall pay any proceeds thereafter received from such

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Boiler Insurance to Buyer and the rights of Debtors to receive such Boiler Insurance proceeds are transferred to Buyer as necessary to allow Buyer to be paid and/or to collect such insurance proceeds. The provisions herein related to the refrigeration compressors and their repair and payment for such repairs shall be considered a non-material modification of the Agreement and shall survive closing. 20. In the event that the Sale does not close, Buyers payment for the costs of the

Survey shall be immediately reimbursed to Buyer and IBC shall advance funds to Debtor to satisfy this obligation. Debtors. 21. The net sales proceeds (including the Escrowed Funds) are allocated for purposes Buyer shall, in such circumstance, provide the survey to IBC and

of these cases and this Order as follows based on Debtors book values: (a) (b) Personal Property owned by Delta Produce, L.P. = $73,636.94; and Real Property owned by Atled, Ltd. = Remaining Net Sales Proceeds after deduction of $73,636.94.

These allocations are not attributable to or binding in any form or fashion as to Buyer and Buyers purchase of the Property. Upon closing, Debtor shall file a Notice that the Sale has closed and, after the exact figure for net sales proceeds (including the Escrowed Funds) has been determined, shall set out in such Notice the specific dollar figures for the allocations for the Sale. 22. This Court retains jurisdiction to enforce and implement the terms and provisions

of this Order, the Agreement, all amendments thereto, any waivers and consents thereunder, and of each of the agreements executed in connection therewith in all respects, including, but not limited to, retaining jurisdiction to (a) compel delivery of the Property to Buyer, (b) resolve any disputes arising under or related to the Agreement, except as otherwise provided therein, and

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(c) interpret, implement, and enforce the provisions of this Order. The Court further retains jurisdiction to issue any further order necessary to enforce the terms of this Order. ### APPROVED AS TO FORM: /s/ Patrick Huffstickler Patrick L. Huffstickler Texas State Bar No. 10199250 COX SMITH MATTHEWS INCORPORATED 112 East Pecan St., Suite 1800 San Antonio, Texas 78205 (210) 554-5500 / (210) 226-8395 (FAX) phuffstickler@coxsmith.com ATTORNEYS FOR BUYER

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