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

________________________________________ LEIF M. CLARK UNITED STATES BANKRUPTCY JUDGE

____________________________________________________________

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Upon the motion (the "Motion") of the Debtors, for an order, under Bankruptcy Code sections 105(a) and 366, (I) prohibiting Utility Companies from altering or discontinuing service on account of pre-petition invoices, (ii) approving the adequate assurance of postpetition payment to be provided to the Utility Companies through the establishment of the Adequate Assurance Deposit; and the Court having held a hearing to consider the relief 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 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

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Deposit shall be maintained with a minimum balance equal to $5,000.00, which may be adjusted by the Debtors to account for the termination of Utility Services by the Debtors. 4. To the extent the Debtors becomes delinquent with respect to a Utility

Company's account, such Utility Company 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 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. 5. The Debtors are authorized, in their soie 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

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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 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

shaii be effective and enforceabie immediateiy 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.

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12. Debtors. 13. 14.

This Order shall be served on the best business address available to the

This Order shall be an Interim Order. The final hearing for entry of a permanent order shall be held on

February 8, 2012 at 9:30 a.m. in San Antonio, Texas at the United States Courthouse, 615 E. Houston Street, San Antonio, Texas 78205.

### 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

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Delta Produce, L.P., et al. Vendor Contact List-- Exhibit "A" Vendor CPS Energy Street PO Box 2678 City State
~
~ccount

Nos. :3001522855; :3001524963; 3001524966

Phone

Fax

Balance Total $10,437.25

San Antonio TX

78289-0001

San Antonio Water System Mitel Netsolutions Time Warner

PO Box 2990

San Antonio TX

78299-2990

198:3501508662; 1983501959612 65127188 8260140772806510

$1,141.77

885 Trademark Drive Reno PO Box 460849

NV

89521-5943 78246-0849

$1,079.47 $283.24

San Antonio TX