10000002151

12-50073-lmc Doc#336 Filed 10/05/12 Entered 10/05/12 14:52:46 Main Document Pg 1 of
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In re:
UNITED STATES BANKRUPTCY COURT
WESTERN DISTRICT OF TEXAS
SAN ANTONIO DIVISION
Chapter 11

DELTA PRODUCE, L.P.\ Case No. 12-50073-LMC

Debtors Jointly Administered
MOTION FOR ENTRY OF AN ORDER AUTHORIZNG AND APPROVING THE SALE
OF CERTAIN OF THE DEBTORS' ASSETS FREE AND CLEAR OF LIENS, CLAIMS,
INTERESTS, AND ENCUMBRANCES OUTISDE THE
ORDINARY COURSE OF BUSINESS
THIS PLEADING REQUESTS RELIEF THAT MAY BE ADVERSE TO YOUR
INTERESTS. IF NO TIMELY RESPONSE IS FILED WITHIN TWENTY -ONE (21)
DAYS FROM THE DATE OF SERVICE, THE RELIEF REQUESTED HEREIN MAY BE
GRANTED WITHOUT A HEARING BEING HELD. A TIMELY FILED RESPONSE IS
NECESSARY FOR A HEARING TO BE HELD.
EMERGENCY RELIEF HAS BEEN REQUESTED, IF THE COURT CONSIDERS THE
MOTION ON AN EMERGENCY BASIS, THEN YOU WILL HAVE LESS THAN 21 DAYS
TO ANSWER. IF YOU OJECT TO THE REQUESTED RELIEF OR IF YOU BELIEVE
THAT THE EMERGENCY CONSIDERATION IS NOT WRRANTED, YOU SHOULD FILE
AN IMMEDIATE RESPONSE.
TO THE HONORABLE LEIF M. CLARK, UNITED STATES BANKRUPTCY JUDGE:
Now Comes Delta Produce, L.P., Superior Tomato-Avocado, Ltd., Atled, Ltd., and Staci
Properties, Ltd. (collectively, the "Debtors"), to file this its Motion for Entry of an Order
Authorizing and Approving the Sale of Certain of the Debtors' Assets Free and Clear of Liens,
Claims, Interests, and Encumbrances Outside the Ordinary Court of Business (the "Sale
Motion") and in support of the Sale Motion, Debtors would respectfully show unto the Court as
follows.
1
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. 12-5011 0-LMC
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I. JURISDICTION AND VENUE
1.1 The Court has jurisdiction to consider the Sale Motion pursuant to 28 U.S.C.
157 and 1334. Venue of the proceeding in this Sale Motion is proper in the district pursuant to
28 U.S.C. 1404 and 1409. It is a core proceeding pursuant to 28 U.S.C. 157(b)(2).
1.2 The statutory predicate for the relief requested herein is 11 U.S.C. 105, 363
and 365 ofthe Bankruptcy Code.
II. FACTUAL BACKGROUND
2.1 On January 3, 2012 (the "Petition Date") the Debtors, (with the exception of Staci
Properties, Ltd. which filed its Chapter 11 case on January 9, 2012) filed voluntary petitions for
relief under Chapter 11 of Title 11 of the United States Code 11 U.S.C. 101 - 1532 (as
amended), (the "Bankruptcy Code").
2.2 Debtors continue to manage and operate their business as Debtors-in-Possession
pursuant to 1107 and 1108 of the Bankruptcy Code. No Creditors Committee has been
appointed to this case by the United States Trustee. Further, no trustee or examiner has been
requested or appointed.
2.3 The International Bank of Commerce ("IBC") is a secured creditor of the estates
having extended prepetition loans on the following basis:
1. Delta- Note in the amount of$1,500,000.00, dated April23, 2007;
11. Delta- Note in the amount of $2,000,000.00, dated April 1, 2007;
111. Delta- Note in the amount of$6,000,000.00, dated June 8, 2010;
IV. Staci Produce (Superior) - Note in the amount of $2,000,00.00, dated
March 3, 2005;
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v. Staci Properties (Superior)- Note in the amount of $2,400,000.00, dated
March 3, 2005; and
v1. Atled, Ltd. -Note in the amount of $1,300,000.00, dated December 12,
2005.
2.4 As of January 4, 2012, IBC shows that the combined outstanding balance owed
by the Debtors amounts to $6,455,615.00. Debtors executed Deed of Trusts and Security
Agreements confirming collateral rights of IBC within virtually all property owned by Debtors.
In essence, IBC asserts perfected security interests and liens which globally attach to practically
all of Debtors' property including real property, furniture, fixtures and equipment, inventory,
account receivables, general intangibles and funds on deposit at IBC. IBC's security interests
and liens constitute a first and prior security interest and lien above all other collateral rights of
creditors and parties-in-interest including collateral rights to Debtors' receivables/cash and
proceeds derived therefrom.
2.5 Debtors initially filed their Application for Authority to Use Cash Collateral of
IBC on January 11,2012 (Doc. No. 17). Hearing on the Application to Use Cash Collateral was
set for January 13, 2012. Interim Order granting Use of Cash Collateral was entered on January
24,2012 (the "Order Granting Interim Use of Cash Collateral"- Doc. No. 49), providing:
"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 lien on all automobiles and trucks and other
equipment to the extent the cash collateral of IBC is used to pay 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
P ACA trust funds these liens shall be deemed perfected with a compliance with
state law."
(Order Granting Interim Use of Cash Collateral, p. 2- Doc. No. 49).
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2.6 Debtors filed their Application for Final Order Authorizing the Use of Cash
Collateral of IBC on January 27, 2012 (Doc. No. 57), as amended by the Amended Application
filed on January 31, 2012 (Doc. No. 61). An Order Granting Debtors' Amended Application to
Use Cash Collateral of the International Bank of Commerce was entered on March 12, 2012
(Doc. No. 146) authorizing use ofiBC's cash collateral and acknowledging IBC's secured status
in relation to prepetition loans, acknowledging that prepetition indebtedness as of January 4,
2012 owed by the combined Debtors to IBC was the amount of $6,455,615.00, and confirming
that IBC's security interests and liens globally attached to all Debtors' real and personal property
except for Debtors' rolling stock, including real property, furniture, fixtures and equipment,
inventory, account receivables, general intangibles and funds on deposit at IBC. IBC's security
interests and liens constitute a first and prior security interest above all other collateral rights of
creditors and parties-in-interest, and attach to Debtors' receivables/cash, proceeds and deposits
within Debtors' bank accounts at IBC as it applies to non-trust creditors, not establishing the
priority of any lien asserted to IBC as to P ACA trust assets (Order Granting Amended
Application to Use Cash Collateral, p. 2 ,-r 2 -Doc. No. 146). The Order Granting Amended
Application to Use Cash Collateral also acknowledges prior rulings of the Court reflecting IBC's
perfected first and priming lien on all the Debtors' real property and real property income
generated in the form of rents, and liens on all automobiles and trucks and other equipment to the
extent the cash collateral of IBC is used to pay any insurance costs.
2. 7 On March 22, 2012, Debtors filed their Motion to Enter into Debtor in Possession
Financing with IBC and Grant Post-Petition Liens (the "Post-Petition Financing Motion"- Doc.
No. 157). The Order Approving Post-Petition Financing was entered on April 10, 2012 (the
"Financing Order"- Doc. No. 192) approving the Post-Petition Financing Motion, confirming
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that IBC's security interests and liens globally attached to all of Debtors' real and personal
property, except rolling stock, including real property, furniture, fixtures and equipment,
inventory, account receivables, general intangibles and funds on deposit at IBC, without priority
as to any liens asserted by IBC as to any P ACA trust assets. (Financing Order, p. 2 ~ 2 - Doc.
No. 192). The Financing Order automatically grants a perfected first and priming lien on all the
Debtors' real property and real property income generated in the form of rents, subject to the
agreement between Debtors and IBC in the Order Granting Amended Application to Use Cash
Collateral (Doc. No. 146) and a lien on all automobiles and trucks and other equipment to the
extent the cash collateral of IBC is used to pay any post-petition insurance costs. The Financing
Order acknowledges IBC's retention of its rights, at its sole discretion to reject any proposed
sale, contract or proposal, which proposes a purchase price reflecting an amount insufficient to
satisfY IBC liens on IBC collateral, made the subject of such offer or proposal.
2.8 On February 1, 2012 Debtors filed their Motion under 11 U.S.C. 363(b)(l) to
Authorize Short Term Lease of Real Property (Doc. No. 65), wherein Debtors requested
authority to enter into a short-term lease of a refrigerated warehouse located at 2001 S. Laredo
Street, San Antonio, Texas. Therein, Delta Produce, L.P. proposed to lease the premises to LFC
Acquisitions, LLC ("LFC") (the "Short-Term Lease"- Doc. No. 65-1). The Short-Term Lease
commenced on January 30, 2012 and lasts for a period of four months, to expire on May 31,
2012. Thereafter, the lease term shall automatically renew for an additional one month period
unless and until either party gives sixty (60) days written notice to the other party of intention to
terminate the lease, in which event the lease will terminate sixty days following the delivery of
such notice.
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2.9 On June 28, 2012 the United States Trustee ("UST") filed a Motion to Convert
Case, an agreement was announced between the parties resulting in an Agreed Order on Motion
of the UST to Convert Case Setting Deadlines and Granting other Relief (the "Order on Motion
to Convert"- Doc. No. 269) providing that:
"if no disclosure statement and plan of reorganization are filed on or before
September 30, 2012 and/or if no plan is confirmed on or before December 31,
2012 ... the cases shall be converted upon the UST filing written certification of
non-compliance with the deadlines and other provisions established in this
Order."
2.10 During the case, certain parties have asserted claims against Debtors and rights
and interests in Debtors' assets under the Perishable Agricultural Commodities Act, 7 U.S.C.
499a, et seq. ("PACA"), including statutory trust claims and interests under 7 U.S.C. 499e
("P ACA Trust Claims").
2.11 After considering various alternatives to market Debtors' assets in a manner that
maximizes the value of Debtors' estate, Debtors and their professionals have determined that it is
in the best interest of Debtors' estate to proceed with the sale to a designated purchaser- subject
to court approval. On September 27, 2012, Debtors reached an agreement, subject to court
approval, with Leonard Holding Company or assigns (the "Designated Purchaser" or "Buyer")
by which the Designated Purchaser will purchase certain real prooperty, improvements, personal
and intangible property and other rights and appurtenances belonging to Debtors as set forth
within the Earnest Money Contract between Debtors and Designated Purchaser (the
"Agreement"), a true and correct copy of which is attached hereto as Exhibit A.
2.12 The Agreement specifies the terms and conditions of a sale transaction with
respect to certain assets and properties owned by Debtors (the "Property") subject to approval by
this Court. Debtors, in consultation with their professionals and IBC, evaluated the terms of the
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benefits of the Agreement, as well as the benefits of other alternatives. Debtors, in their best
business judgment, concluded that the Agreement offers the most advantageous terms and
greatest economic benefit to the Debtors' estates and creditors.
2.13 The following briefly summarizes certain provisions of the Agreement and is
qualified entirely by reference to the Agreement:
1. Purchase Price - Three Million Eight Hundred Thousand and 001100
Dollars ($3,800,000.00);
n. Property to be sold: Real property described within Exhibit A to Earnest
Money Contract consisting of approximately 7.832 acres of real property
located at Lot 17, Block 3, New City Block A36, Gillis Hood, Unit 2, an
addition to the City of San Antonio, Bexar County, Texas, according to
the map or plat thereof, recorded in Volume 9512, Page 91, Deed and Plat
Records of Bexar County, Texas, SAVE AND EXCEPT that portion
conveyed to the City of San Antonio in Volume 5202, Page 1204, Official
Public Records of Real Property of Bexar County, Texas; together with
improvements and fixtures now on the real property and all appliances
fixtures, machinery and furniture located on the real property and certain
warehouse racks currently located on and/or off of the premises, as well as
assignment to Buyer of the Short Term Lease with LFC (which lease, by
its terms, is assignable by Debtors);
111. Earnest Money- Fifty Thousand and 001100 Dollars ($50,000.00);
1v. Buyer shall have thirty (30) days to review the general conditions of the
property including obtaining a Phase I Environmental Inspection;
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v. The Agreement is subject to approval by the United States Bankruptcy
Court.
III. RELIEF REQUESTED
3.1 The proposed sale of the Property is outside the scope of Debtors' ordinary course
of business and must be approved by the Court pursuant to 363 of the Bankruptcy Code.
3.2 The proposed sale to Buyer will be free and clear of any and all pre or post-
petition liens, claims, interests or encumbrances, including any and all purported claims or
interests arising under PACA (specifically including any PACA Trust Claims). IBC has valid
liens on the Property being sold and asserts entitlement to payment of the net proceeds at closing.
In that regard, this Motion is, however, without prejudice to the rights of any party to argue that
they have a claim against or an interest in the net proceeds of sale, which issues will be
addressed by the Court in its Sale Order and/or to request that proceeds of sale be distributed to
IBC as a secured lien creditor having valid pre and post petition liens and security interests upon
the Property.
3.3 Pursuant to 11 U.S.C. 363, the sale is appropriate. Buyer is a third-party arms-
length purchaser and a good faith purchaser and thereby is entitled to the protections of 11 U.S.C
363(m).
3.4 Pursuant to Bankruptcy Local Rule 6004, the following information is provided:
(1) The Buyer is Leonard Holding Company or assigns, 64 7 Steves
Avenue, San Antonio, Texas.
(2) The consideration to be received is $3,800,000.00 less costs of
closing paid by Debtors as set out in paragraph 12 of the
Agreement, which costs include the cost of the Owners Title
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Policy, the Survey, the Phase I Environmental, document costs and
certain prorations to the date of closing. There is no real estate
broker commission payable in connection with the sale.
(3) Tax consequence to the Debtors will be capital gain taxes, if any,
from the sale of the Property.
IV. LEGAL ARGUMENTS AND AUTHORITIES
4.1 Requirements under 363(b )(1) of the Bankruptcy Code provides that, "the
Trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of
business, property of the estate." 11 U.S.C. 363(b)(1); see also FED. R. BANKR. P. 6004()(1)
("All sales not in the ordinary course of business may be private sale or by public auction."). In
re Continental Air Lines, Inc., 780 F.2d 1223 (5th Cir. 1986) (for a "trustee to satisfy its fiduciary
duty to the debtor, creditors and equity holders, there must be some articulated business
justification for using, selling, or leasing the property outside the ordinary course of business.").
4.2 Courts have broad discretion to authorize a sale or other disposition of assets
under Section 363(b) of the Bankruptcy Code. In re Continental Air Lines, Inc., 780F.2s 1223,
1226 (5th Cir. 1986); Stephen Indus., Inc. v. McClung, 789 F.2d 386, 388 (6th Cir. 1986)
(authorization to sell or dispose of assets reviewed "under an abuse of discretion standard").
Courts in this circuit employ a flexible, case by case approach. In re Baldwin United Corp., 43
B.R. 905 (Bankr. S.D. Ohio 1984). The key consideration is the court's finding that a sound
business purpose dictates such action." Stephens Indus., 789 F.2d at 390.
4.3 Courts have also required a debtor to establish the following additional elements
to sell property outside the ordinary course of business: (a) adequate and reasonable notice has
been provided to interested parties, 11 U.S.C. 363(b); (b) the sale price is a fair and reasonable
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price, Lounds v. Boyd (in re Lounds), 1998 U.S. Dist. LEXIS 10925 (W.D. Mi. 1998); In re
Lionel Corp., 722 F.2d 1063, 10712 (2nd Cir. 1983); accord Stephens Indus., 789 F.2d at 389-90
(quoting and adopting as persuasive the reasoning of In re Lionel); and (c) the sale was
negotiated in good faith, In re Embrace Sys. Corp., 178 B.R. 112, 126 (Bankr. W.D. Mi. 1994).
Se also 240 N Brand Partners, Ltd. v. Colony GFP Partners, L.P. (in re 240 N Brand Partners,
Ltd.), 200 B.R. 653, 659 (9th Cir. B.A.P. 1996) (considering the three factors above and whether
a valid business justification exists for the sale).
4.4 In support of the sell, the Debtors would show as follows:
1. A reasonable exercise of Debtors' business purpose supports the sell. The
Agreement represents a purchase for fair market value and will net proceeds
which can be used to substantially reduce the outstanding obligations of
Debtors. This is a better outcome than what could otherwise be provided in
the event of a liquidation or foreclosure. A liquidation within a Chapter 7
proceeding typically produces a lower net sale value, and in all likelihood
would result in funds substantially less than that to be received by Debtors
within the instant Agreement. Debtors believe the proposed sale represents
the greatest return for Debtors, their creditors and is supported by reasonable
exercise of Debtors' business judgment.
u. Adequate and reasonable notice has been provided. Debtors' Property has
been marketed since the inception of these proceedings. Debtors regularly
communicated with IBC regarding the status of the sales process. Debtors
submit that notice of sale has been adequate and proper.
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111. Proposed sell is fair and reasonably priced. Debtors have tested the market to
achieve the highest and best results. Debtors retained a broker who
unfortunately was unable to locate a buyer with a higher or better price.
Buyer initially contacted IBC and has secured the approval of IBC to the sale,
subject to court approval. Debtors determined, in their business judgment,
that the Designated Purchaser's Agreement represents the highest and best
offer for the Property.
IV. The proposed sale is negotiated in good faith. The proposed sale is negotiated
and continues to be negotiated in good faith. Section 363(m) of the
Bankruptcy Code provides:
The reversal or modification on appeal of an authorization under
subsections (b) or (c) of this section of a sale or lease of property
does not affect the validity of a sale or lease under such
authorization to an entity that purchased or leased such property in
good faith, whether or not such entity knew of the pendency of the
appeal, unless such authorization and such sale or lease were
stayed pending appeal.
Although the Bankruptcy Code does not define "good faith purchaser,"
Courts construing 363(m) of the Bankruptcy Code have stated that the
phrase encompasses one who purchases in "good faith" and for "value."
In re Abbotts Dairies of Pennsylvania, Inc., 778 F.2d 143, 147 (3d Cir.
1986). To constitute lack of good faith, a court must find "fraud or
collusion between the purchaser and the seller or other bidders, or that the
purchaser's action constituted an attempt to take grossly unfair advantage
of other bidders." 255 Park Plaza Associates Ltd P 'ship v. Conn. Gen.
Life Ins., 100 F.3d 1214 (6th Cir. 1996). As required by 363(m) of the
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Bankruptcy Code, Debtors and Designated Purchaser acted in good faith
in negotiating the Agreement. Debtors are aware of, and take very
seriously, their fiduciary duties to act in the best interest of Debtors'
estates and all creditors. Designated Purchaser is entitled to the 363(m)
protections.
v. Sell of the Assets free and clear of all interests, liens, claims and
encumbrances. Debtors propose to sell the Property pursuant to 363(b) and
(f) of the Bankruptcy Code which, among other things, authorizes Debtors to
sell property outside the ordinary course of business free and clear of any
interest, lien, claim, encumbrance or security interest of any party including,
but not limited to, any administrative expense or priority claim asserted under
Chapter 11 (the "Liens") or any claim, encumbrance or interest asserted
against the Property by any party under the Perishable Agricultural
Commodities Act, 7 U.S.C. 499a et seq., specifically including any trust
claims under 7 U.S.C. 499e (collectively "PACA Interests"). To the extent
that any Liens or PACA Interests relate to the Property, pursuant to 363(f)
of the Bankruptcy Code, such Property should be sold free and clear of any
and all such Liens and P ACA Interests. Liens and P ACA Interests on the
Property, if any, are capable of being satisfied by monetary payment. Thus, a
sale free and clear of such Liens and P ACA Interests is appropriate.
v1. The sell satisfies criteria set forth in 363(f) of the Bankruptcy Code. The
Trustee has provided fair notice of the sale to all parties and creditors and,
therefore, all parties who could potentially assert Liens or P ACA Interests
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against the Property. Any holder of an alleged Lien or P ACA Interest against
the Property could be compelled, in a legal or equitable proceeding, to accept
a monetary satisfaction equal to the amount of the claim of such party against,
or interest in, such Property.
PRAYER
WHEREFORE, Debtors request approval to sell the Property to Buyer, free and clear of
any and all Liens and/or P ACA Interests, outside the ordinary course of business under the terms
of the Agreement, to take all action necessary to consummate the Agreement and sale of the
Property thereunder, and to authorize distribution of the net proceeds of the transaction to IBC
(unless the Court orders otherwise), and for such other relief as is appropriate.
Respectfully submitted,
LANGLEY & BANACK, INC.
745 E. Mulberry, Suite 900
San Antonio, Texas 78212
(21 0) 736-6600
By: t:LLuv-, ftt/ir(;, {,,'.
WILLIAM R. DAVIS, JR.
State Bar No. 05565500
ALLEN M. DeBARD
State Bar No. 24065132
ATTORNEYSFORDEBTORS
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CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the above and foregoing instrument was
forwarded via United States Mail, First Class, postage prepaid, to the parties listed on the
attached service list and below and those registered to receive electronic notice on October ~
2012.
LFC Acquisitions, LLC
c/o Toby Purse
315 E. New Market Rd.
Immokalee, FL 34142
LFC Acquisitions, LLC
c/o Edward Canterbury
Henderson Franklin
1715 Monroe Street
Post Office Box, 280
Fort Myers, FL 33902
ALLEN M. DeBARD
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A&A Transportation, Inc.
474I College Park
San Antonio, TX 78249-4007
A.P.G. Quality
34 Prairie Oak Drive
Conroe, TX 77385-3753
AT&T
P.O. Box 66092I
Dallas, TX 75266-092I
Ace Bolt & Screw Co.
200 Brooklyn Ave.
San Antonio, TX 782I5-I899
Alamo Leasing Company, Inc.
2010 NW Military Hwy.
San Antonio, Texas 78213-2130
Amazon Produce Network
546 Franklinville Rd.
Mullica Hill, NJ 08062-4706
Andrew & Williamson
9940 Marconi Drive
San Diego, CA 92I54-7270
Atled, Ltd.
2001 S. Laredo St
A vi! a Produce
1803 S. Zarzamora
Banana Distributing
I500 S. Zarzamora, Unit 401
A & A Concepts, LLC
P. 0. Box 83076I
San Antonio, TX 78283-076I
ADT Security Services, Inc.
P. 0. Box 37I956
Pittsburgh, P A I5250-7956
AT&T Advertising Solutions
P.O.Box 50IO
Carol Stream, IL 60I97-50IO
Acme Soap Co., Inc.
I206 Fulton Ave.
San Antonio, TX 7820 I-5I 03
Ally Financial Inc. F/k/a GMAC, Inc.
P.O. Box 130424
Roseville, MN 55II3
Anchor Claims Management
I4785 Preston Rd., Suite 350
Dallas, TX 75254-6862
Arrow-Magnolia International
P.O. Box 59089
Dallas, TX 75229-I089
Averitt Brokerage Co., Inc.
9999 Perrin Beitel, Suite B
San Antonio, Texas 78217-310 I
R. Glen Ayers
Langley & Banack, Inc.
745 E. Mulberry, 9tl' Floor
Bear Wheel Alignment & Garage
5I4 Merida St., Suite 101
A & D Carriers
4I26 Luckenbach Rd.
San Antonio, Texas 7825I
AFLAC Insurance Company
I932 Wynnton Rd.
Columbus, GA 3I999-0797
AT&T Mobility
P. 0. Box 6463
Carol Stream, IL 60I97-6463
Alamo Assessments
II 03 Fredericksburg Rd.
San Antonio, TX 7820I-5552
Jose Alvarez
IIOO Willis Way
San Marcos, Texas 78666
Anchor Claims Management
P. 0. Box 819045
Dallas, TX 75831-9045
Aspen Produce
P.O. Box 1179
Center, CO 8Il25-II79
A very Dennison
2I9 Duval Street
San Antonio, TX 78208-I956
B. Catalini
I500 S. Zarzamora, Unit 236
Bee Trucking, LLC
9540 Ball Street
San Antonio, TX 78217-372I
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Bentley Sheet Metal & Roofing
P. 0. Box 27336
Best Buy Produce
2929 E. 44th St.
Vernon, CA 90058-2429
Bexar County
c/o Don Stecker
711 Navarro, Suite 300
Big State Produce Company
1500 So. Zarzamora, #418
Blue Creek Produce, LLC
303 West Main St.
St. Charles, IL 60174-1843
Bronco Packaging Corporation
1100 Chase Rd. #200
Mesquite, Texas 75149
Buster Lind Produce
502 W. Schunior St.
Edinburg, TX 78541-3099
California Fruit Produce
Camila Fresh
P.O. Box 3762
McAllen, TX 78502-3762
Central American Produce
2200 Park Central Blvd., #600
Pompano Beach, FL 33064-2220
Bernardi & Associates
8 Marten Road
Nogales, AZ 85621-9630
Better Produce
301 W. Church St.
Santa Maria, CA 93458-5006
Bexar County Tax Assessor
P. 0. Box 839950
Michael J. Black
BURNS & BLACK, PLLC
750 Rittiman Road
Boice Produce Sales, Inc.
1368 NW I OOth Dr.
Carol Springs, FL 33071-5937
Bucks Fresh Produce
P. 0. Box207
Hidalgo, TX 78557-0207
C & R Fresh, LLC
30 Old Tucson Rd., #3
Camila Fresh
2501 W. Military Hwy., Suite C-41
Canon Potato Co.
P.O.Box 880
Center, CO 81125-0880
Chuy's Produce
1500 S. Zarzamora St., Unit 434
Beruba Investments, Inc.
26103 Upton Cove
San Antonio, TX 78260
Bexar County
c/o David Aelvoet
Heard, Linebarger, Graham, Goggan, Blair,
Big Chuy Distributors & Sons
P. 0. Box 1441
Blue Book Services
845 E. Geneva Rd.
Carol Stream, IL 60188-3520
Briggs Equipment
10540 N. Stemmons Freeway
Dallas, TX 75220-2425
Mario A. Bustamante, M. D.
343 W. Houston, Suite 406
C & R Fresh, LLC
Michael J. Black
BURNS & BLACK, PLLC
750 Rittiman Road
Camila Fresh
413 E. Yucca A venue
Cardona & Sons Welding
1823 S. Brazos
Circle L Trucking
927 South Bluebird Lane
Homestead, FL 33035-1002
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City Public Service
P.O. Box 2678
Comdata Transportation
P. 0. Box 845738
Dallas, TX 75284-5738
Coosemans Houston, Inc.
3124 Produce Row
Houston, TX 77023-5814
Cummer Graham Company
1500 So. Zarzamora, #31 0
William R. Davis
Del Campo Supreme, Inc.
P. 0. Box 6550
Nogales, AZ 85628
Delta Produce Marketing
2001 S. Laredo
Dimare Newman, Inc.
P. 0. Box 517
Newman, CA 95360-0517
Divine Ripe, LLC
700 S. Bridge St., Suite C
Duckwall Fruit Co.
c/o Michael J. Black
BURNS & BLACK, PLLC
750 Rittiman Road
Cline Enterprises
5112 Service Center
Comptom Brokerage, Ltd
5530 IH-10 East, Bldg F
Costa Oro, LLC
P.O. Box 2424
Dajalala Produce Co.
2501 Military Hwy, #A-30
McAllen, TX 78503-894 I
Dayka & Hackett, LLC
42874 Rd. 64
Reedley, CA 93654-9010
Delightful Quality Produce
4856 E. Baseline Rd, Suite 104
Mesa, AZ 85206
Delta Produce Marketing
c/o Stokes law office LLP
3330 Oakwell Court, Suite 225
Direct Source Produce
1500 So. Zarzamora, Unit 707
Divine Ripe, LLC
BURNS & BLACK, PLLC
750 Rittiman Road
Dynasty Farms
P. 0. Box 3737
Salinas, CA 93912-3737
Colonial Supplemental Insurance
P. 0. Box 903
Columbia, SC 29202-0903
Compton Brokerage, Ltd.
P. 0. Box 1696
Pharr, TX 78577-1630
Costa Solutions, LLC
P. 0. Box 18716
Danfoss, Inc.
11655 Crossroads Circle
Baltimore, MD 21220-2863
Allen M. DeBard
Delina Fresh
1 068 Pine Branch Rd.
Weston, FL 33326-2842
Dimare California
P. 0. Box 517
Newman, CA 95360-0517
Diversified Produce
Calavo Growers
1141A Cummings Rd.
Santa Paula, CA 93060
Duckwall Fruit Co.
P.O. Box 150
Odell, OR 97044-0150
Eagle Eye Produce
P. 0. Box20
Tumacacori, AZ 85648
of 26
Eagle Eye Produce
P. 0. Box460
Iona, ID 83427-0460
Empacadora G. A. B., Inc.
1001 S. lOth, Suite G
Expo Fresh, LLC
8775 Airway Rd.
San Diego, CA 92154-6207
Farmer Brothers Co.
P.O. Box 79705
City oflndustry, CA 91716-9705
Fikes Family Farms
3760 North grape Creek
Fredericksburg, TX 78624-5740
Flatiron Capital Corp.
1700 Lincoln Street, 12th Floor
Denver, CO 80202
French-Ellison Truck Center
P. 0. Box 200187
Fresh Pac International
P. 0. Box 4601
Oceanside, CA 92052-460 I
Full Service Commodities
1500 S. Zarzamora
GECapital
P.O. Box 740423
Atlanta, GA 30374-0423
Eco Farms
28790 N. Las Haciendas St.
Temecula, CA 92590-2692
Ernesto 0. Montoya
7179 Timber Ridge
Farm Fresh Direct, LLC
I 06 Adams St., Suite 2A
Monte Vista, CLO 81144-1464
Federal Express
P. 0. Box 660481
Dallas, TX 75266-0481
Fisher, Herbst & Kemble, P. C.
9501 Console Dr., Suite 200
Frank's Distributing of Produce
P. 0. Box 2020
French-Ellison Truck Center
P. 0. Box 200187
Fresh Start Produce
5353 W. Atlantic Ave.
Suite 403-404
DelRay Beach, FL 33484-8178
G & G Produce, LLC
Av Los Angeles #IOOO Bodaga 306
San Nicolas De Los G N.L.
Mexico
GE Transportation Finance
P. 0. Box 822108
Philadelphia, PA 19182-2108
Eco Farms Sales, Inc.
Michael J. Black
BURNS & BLACK, PLLC
750 Rittiman Road
Evercold of Texas, LLC
6424 Melissa Ann
Farm Fresh Direct, LLC
c/o Michael G. Colvard
MARTIN & DROUGHT
300 Convent, Suite 2500
Fernandez Produce Express
1603 S. Zarzamora St.
Flake Brokerage Co./Ed
1500 S. Zarzamora #I 08
San Antonio, T 78207-7270
Freightliner of San Antonio
8700 IH 10 E. Bldg., #I
Fresh Imports International
824 E. Hackberry Ave., #I 00
McAllen, TX 78501
Fresh Start Produce Sales
BURNS & BLACK, PLLC
750 Rittiman Road
GB-SYS, Inc.
6338 N. New Braunfels, #181
G.R. Produce, Inc.
P.O. Box 2434
of 26
Gargiulo, Inc.
P. 0. Box 1166
Bonita Springs, FL 34133-1166
Great Southern Life Insurance
P.O. Box 807004
Kansas City, MO 64180-7004
Robert E. Goldman
Law Office of Robert E. Goldman
I East Broward Blvd., Suite 700
Fort Lauderdale, FL 33301
Celinda Baez Guerra
FLUME LAW FIRM, LLP
1020 N.E. Loop 410, Suite 200
Harvest Crown Co., Inc.
P. 0. Box 13578
Bakersfield, CA 93389-3578
Henry Cole Enterprises, Inc.
P. 0. Box 901408
Homestead, FL 33090-1408
Joe R. Hinojosa
Paul D. Barkhurst
Barkhurst & Hinojosa, P.C.
110 Broadway, Suite 350
I Kunik Company
2000 Industrial Drive
Inter-Tel Leasing, Inc.
1140 West Loop North
International Bank of Commerce
c/o Michael G. Colvard
MARTIN & DROUGHT
300 Convent, Suite 2500
Gargiulo, Inc.
Michael J. Black
BURNS & BLACK, PLLC
750 Rittiman Road
Greenhouse Produce Co., Inc.
4001 W. Ursula Ave.
Gonzalez Mexican Produce
2501 W. Military Hwy., A-23
McAllen, Texas 78503
Guerra Produce
1500 S. Zarzamora, Unit 304
Henry Avocado Corp.
P.O. Box 300867
Escondido, CA 92030-0867
Hermez Produce, Inc.
3909 E. Ramseyer Rd
Home Depot
2455 Paces ferry Rd
Ice-0-Therm Refrigeration
7450 Saddle Bend Dr.
Internal Revenue Service
P.O. Box 7346
Philadelphia, P A 19101-7346
Irigoyen Farms, Inc.
14801 S. Clovis Ave.
Selma, CA 93662-9641
Grainger
4924 NW Loop 410
Greenpoint Distributors
P. 0. Box 7270
Guadalupe Lumber & Supply
1547 S. Zarzamora
Harlee Packing, Inc.
P.O. Box 8
Palmetto, FL 34220-0008
Henry Avocado Corp.
Michael J. Black
BURNS & BLACK, PLLC
750 Rittiman Road
Hill Country Electric Supply
818 Chestnut
Home Team Pest Defense
11900 Crownpoint Bldg., #A
IFCO Systems NA
5250 Tacco Drive
International Bank of Commerce
130 E. Travis St.
J-C Distributing, Inc.
P. 0. Box 2233
Nogales, AZ 85628
of 26
J. Gonzalez Trucking, Inc.
3415 Fontenay Park
Jack's Produce
P. 0. Box 561
Pearsall, TX 78061-0561
W. Scott Jensen
c/o Randall A. Pulman
Pulman, Cappuccio, Pullen & Benson, LLP
2161 NW Military Highway, Suite 400
Key Equipment Finance
I 000 South McCaslin Blvd
Superior, Colorado 80027
L. Munoz
1625 S. Zarzamora
Liberty Office Products
P. 0. Box 630729
London Fruit, Inc.
P. 0. Box 2999
Phoenix, AZ 85062-2999
Lone Star Fire & First Aide
449 Culebra
M & P Produce, Inc.
1500 Zarzamora #308
Malena Produce
94 7 E. Frontage Rd.
Rio Rico, AZ 85648-6264
JFJ Company
127 N. San Gabriel
W. Scott Jensen
c/o Elliott S. Cappuccio
Muller Trading Company, Inc.
c/o Jason R. Klinowski, Esq.
FREEBORN & PETERS LLP
311 S. Wacker Dr., Suite 3000
Chicago, Illinois 60606
Kingdon Fresh Produce, Inc.
2243 North Goalie Rd., #A
Donna, TX 78537-5688
Le Best Banana Supply Co., Inc.
P. 0. Box 295
Hidalgo, Texas 78557-0295
Lighting, Inc.
P. 0. Box 266556
Houston, Texas 77207-6556
London Fruit, Inc.
9010 S. Cage Blvd.
Pharr, TX 78577-9769
M & P Logistic LP
Main Street Bank
23970 U. S. 59 North
Kingwood, TX 77339-1535
Managed Prescription Program
10860 Mavinee Drive
Oro Valley, AZ 85737-9508
J. J. Keller & Associates, Inc.
P. 0. Box 548
Neenah, WI 54957-0548
W. Scott Jensen
c/o Leslie Sara Hyman
Juniper Tomato Growers, Inc.
P. 0. Box 38
Greensboro, FL 32330-0038
Kitchen Pride
P. 0. Box 585
Gonzales, TX 78629-0585
Lexis Nexis Screening Solutions
1 000 Alderman Dr.
Alpharetta, GA 30005-4101
Liquid Capital Exchange, Inc.
5525 N. MacArthur Blvd.
Irving, TX 75038-2672
Lone Star Citrus Growers
9625 N. Moorfield Rd.
Mission, TX 78574-4598
M & P Logistics
1500 Zarzamora#30
Alfonso Maldonado
1350 Ceralvo
Marengo Foods Company
P. 0. Box 190649
Dallas, TX 75219-0649
of 26
Market Dispatch Service
1500 S. Zarzamora #243
Maxim Egg Farms
P. 0. Box 200805
Dallas, TX 75320-0805
Miedema Produce
5005 40th Avenue
Hudsonville, MI 49426-9481
Nitel Netsolutions
P.O. Box 53230
Bruce W. Akerly
CANTEY HANGER LLP
1999 Bryan Street, Suite 3300
Dallas, Texas 75201
NMHG Financial Services
I 0 Riverview Dr.
Danbury, CT 06810-6268
Nino's Truck Repair & Tire
602 Hazel
Occupational Health Center
2990 Richmond Ave., #500
Office Depot
P. 0. Box 689020
Dept. 56-4101705159
Des Moines, IA 50368-9020
Paccar Financial Corp.
PO Box 676014
Dallas, TX 75267-6014
Maurilio's Trucking
900 Nogalitos
Mecca Family Farms, Ltd.
P. 0. Box 541779
Lake Worth, FL 33454-1779
Mission Produce, Inc.
2500 Vineyard Ave., Suite 300
Oxnard, CA 93036-1377
Mott's Wrecker Service
P. 0. Box 719
Marion, TX 78124-0719
NACCO, Inc.
11765 West Avenue, #218
NMHG Financial Services
P.O. Box 643749
Pittsburgh, PA 15264-3749
Steven E. Nurenberg
MEUERS LAW FIRM, PL
5395 Park Central Court
Naples, FL 34109
Occupational Health Center
P.O. Box 9005
Addison, TX 75001-9005
Ozarka Spring Water
P. 0. Box 856680
Louisville, KY 40285-6680
Pacific Sales Company
P.O. Box 9869
Fresno, CA 93794
Maurilio's Trucking
2501 W. Military Hwy., #C26
Meyer, LLC
245 W. Emma Street
Mite! Leasing
P.O. Box 972629
Dallas, TX 75397-2629
545 N. Milwaukee Ave., #201
Libertyville, IL 60048-2017
NC Child Support
5800 Executive Center Dr., #200
Charlotte, IL 28212-8869
Nino's Fresh Cut Fruits & Veggies
Oakleaf Florist
4185 Naco-Perrin
Oceamist Farms
Dept. LA 23299
Pasadena, CA 91185-3299
PFG-Victoria
204 n. Brownson
Victoria, TX 77901-8535
Paul Obst Farms
1520 N. Alamo Rd.
Alamo, TX 78516-681 7
of 26
Peske Truck Leasing
PO Box 7429
Pasadena, CA 91110-7429
Penske Truck Leasing
P. 0. Box 802577
Chicago, IL 60680-2577
Pollock Paper Distributor
3802 Binz Engleman, # 143
Printing Communications, Inc.
560 1 Central Crest
Providencia Fresh, LLC
P. 0. Box 381
R.M. Compton Transport, Inc.
PO Box 1696
Pharr, TX 78577-1630
Rio Bravo Produce
1006 S. Cesar Chavez
River City Produce
1616 So. Laredo St.
Ruben's Truck Brokerage
PO Box 4106
Rush Truck Center of Texas
PO Box 200105
Penske truck Leasing
PO Box 827380
Philadelphia, P A 19182-7380
Pitney Bowes
P. 0. Box 371896
Pittsburgh, P A 15250-7896
Prepass
101 N. I" Ave., Suite 2200
Pro Act
22 Lower Ragsdale Dr., Suite A
Monterrey, CA 93940-5788
Purchase Power
P. 0. Box 856042
Louisville, KY 402-85-6042
R. V. Perez trucking
P. 0. Box 760233
Rio Queen Citrus, Inc.
4012 E. Goodwin Rd.
JohnnyRizo
432 CR6610
Devine, TX 78016-4147
Ruiz Sales, Inc.
P. 0. Box 3421
Ryder Transportation Services
P. 0. Box 96723
Penske Truck Leasing Co., L.P.
P.O. Box 563
Reading, P A 19603-0563
Pollock Paper Distributors
P. 0. Box 671527
Dallas, TX 75267-1527
Prime Time International
c/o Jillie Diane
86705 Avenue 54, Suite A
Coachella, CA 92236
Produce Express
1603 S. Zarzamora
R. C. Food Service & Produce
305 Market St.
Laredo, TX 78040-8529
Richie Boice Tomato Sales
1368 NW 1 OOtl' Dr.
Coral Springs, FL 33071-5937
Rio Queen Citrus, Inc.
BURNS & BLACK, PLLC
750 Rittiman Road
Royal Flavor, LLC
2655 Melksee St.
San Diego, CA 92154-2685
Rush Truck Center
755 E. 44th St.
Tucson, AZ 85713-5003
SABCO
1500 S. Zarzamora, #225
of 26
SBS Administrative Services
433 Kitty Hawk, #217
Universal City, TX 78148-3829
San Antonio Express News
POBox2171
San Antonio Water System
P. 0. Box 2449
Six L's Packing Co., Inc.
P. 0. Box 3088
Immokalee, FL 34143-3088
So. Central Brokerage
11550 IH 10 West, Suite 232
Southern Tire Mart, LLC
6081 I 10 East
Staci Properties, Ltd
200 I S. Laredo St.
San Antonio, Tx 78207-7023
Kurt Stephen
CARDENAS & STEPHEN, LLP
I 00 South Bicentennial
McAllen, Texas 78501
Sunriver Sales
P. 0. Box 2738
Visalia, CA 93279-2738
Suntreat Packing & Shipping
P. 0. Box 850
Lindsay, CA 93247-0850
San Antonio Brokerage or Freight
San Antonio Merchant Shipping
9540 Ball St.
Santex International Trucks
P. 0. Box 20007
Skyline Potato Company
P. 0. Box416
Center, CO 81125-0416
Solano Produce
1500 S. Zarzamora ST., 301B
Southern Tire Mart, LLC
P. 0. Box 1000, Dept. 143
Memphis, TN 38148-0143
Staples Business Advantage
PO Box 83689
Craig A. Stokes
Stokes law office LLP
Sunriver Sales
BURNS & BLACK, PLLC
750 Rittiman Road
Superior Tomato Avocado
750 Merida
San Antonio Diagnostic
PO Box20366
San Antonio Produce Terminal
1500 S. Zarzamora
San Antonio, Tx 78207-7210
Charles Seiler
3121 Mt. Olive Rd.
Adkins, TX 78101-2277
Slankard Produce
1500 So. Zarzamora St.
South Shore Carriers, Inc.
12080 SW 127 Ave., #127
Miami, FL 33186-6454
Spartan Staffing, LLC
PO Box 740435
Steinbeck Country Produce
PO Box 7417
Spreckels, CA 93962-7417
Stokes Law Office, LLP
9155 S. Dadeland Blvd.
Dadeland Centre, #1208
Miami, FL 33156-2737
Sunsweet Fresh Stone Fruit, LLC
P. 0. Box 250
Kingsburg, CA 93631
Tenn Tex Sales & Service
9304 Converse Business Lane
Converse, TX 78109-3066
of 26
Tennant Sales and Service
PO Box 71414
Texas Sweet Potato Dist.
P. 0. Box467
Chadbourn, NC 28431
Thompson Print Solutions
5818 Rocky Point Dr.
Time Warner Cable
P. 0. Box 660815
Dallas, TX 75266-0815
Touchstone & Associates
1500 S. Zarzamora St., #205
Triple H Produce, LLC
1000 E. Vermont Ave.# 6103
U. S. Attorney General of
Main Justice Bldg., #5111
10
1
h & Constitutional Ave., NW
Washington, DC 20530-0001
Unifirst Corporation
3047 E. Commerce, St.
Utility Trailer Sales
34241 LBJ Frwy.
Dallas, TX 75241-7216
Vaughn Foods, Inc.
216 NE 12th St.
Moore, OK 73160-5841
Texas Access Controls
I 0203 Kotzebue, #230
The Dominion Country Club
One Dominion Drive
Tiger Sanitation
P. 0. Box 200143
Tomatoes of Ruskin, Inc.
PO Box 306
Ruskin, FL 33575-0306
Tricar Sales, Inc.
P. 0. Box 607
Triple Crown Label Group
421 E. Kingsbury St.
Seguin, TX 78155-2701
U.S. Bancorp Equipment
P. 0. Box 790448
St. Louis, MO 63179-0448
Unifresh, Inc.
1500 So. Zarzamora St., #348
Valero Marketing & Supply
PO Box300
Amarillo, TX 79105-0300
Verizon Wireless
One Verizon Place
Alpharetta, GA 30004
TexasCSDU
PO Box 659791
The Packer
4309 Paysphere Circle
Tijerina & Sons, LLC
808 S. Shary Rd., Suite 5
Total Quality Logistics, Inc.
170 I Edison Drive
Milford, OH 45150
Tri-Pak Machinery, Inc.
PO Box 1228
Harlingen, TX 78551-1228
U. S. Attorney
60 I NW Loop 410, Suite 600
Uesugi Farms
1020 State Hwy. 25
Gilroy, CA 95020-8074
United States Trustee- SA12
US trustee's Office
615 E. Houston, Suite 533
P.O. Box 1539
Vance Publishing Corporation a/k!a
The Packer
10901 W 84th Terrace
Suite 300
Lenexa, KS 66214
V ersacor Enterprises LLC
2825 Exchange Blvd., Ste I 04
Southlake, Texas 76092-9152
of 26
Verstuyft Farms
14819 IH 35 South
Von Ormy, TX 78073-3903
Walsma & Lyons
534 Gordon Industrial Ct.
Byron Center, MI 49315-8355
West Coast Tomato, Inc.
530 5th Ave. Dr. W
Wilson Davis Co.
1500 S. Zarzamora St., #103
Wilson Produce, LLC
P. 0. Box 1418
Uvalde, TX 78802-1418
National LS, Inc.
c/o Zach Dworaczyk
P.O. Box 840352
Houston, TX 77284
Michael Colvard
Martin & Drought
Suite 300 Convent Street, 25th Floor
Diana M. Geis
Curl & Stahl, PC
700 N. St. Mary's, #1930
Steven E. Nurenberg
Meuers Law Firm
Naples, FL 34109
Jason R. Klinowski
Freeborn & Peters, LLP
Chicago, IL 60606
Victory Packaging
PO Box 840727
Dallas, TX 75284-0727
Waste Management
4730 SE Loop 410
West Coast Tomato, Inc.
502 6th Avenue West
Willson Davis Co.
c/o Joe R. Hinojosa
Barkhurst & Hinojosa, P.C.
YottaMark
1400 Bidge Parkway, #101
Redwood City, CA 94065-6130
Craig A. Stokes
Stokes Law Offices, LLP
Zachary B. Aoki
Thurman & Phillips, P.C.
8000 IH-10 West, Suite 1000
Celinda Baez Guerra
Flume Law Firm, LLP
I 020 NE Loop 410, Suite 200
David G. Aelvoet
Linebarger Goggan Blair & Sampson
Joe R. Hinojosa
Barkhurst & Hinojosa, PC
W & B San Antonio
8803 IH-10 East
Converse, TX 78109-5103
Wells Fargo Equipment Finance
733 Marquette Ave. S., #700
Minneapolis, MN 55402-2316
Whisenant Farms, Inc.
19755 State Rd. 62
Parrish, FL 34219-9235
Wilson Produce, LLC
555 W. Goldhill, Unit A26
Zachary B. Aoki
Thurman & Phillips, P.C.
8000 IH-10 West, Suite 1000
Robert E. Goldman, Esq.
I East Broward Blvd., Ste. 700
National LS, Inc.
C/0 Zach Dworaczyk
P.O. Box 840352
Houston, TX 77284
Michael J. Black
Bums & Black, PLLC
750 Rittiman Rd.
Bruce W. Akerly
Cantey Hanger, LLP
1999 Bryan St., Suite 3300
Dallas, TX 75201
Elliott S. Cappuccio
Pulman, Cappuccio, Pullen & Benson
2161 NW Military Hwy., Suite 400
of 26
Randall A. Pulman
Pulman, Cappuccio, Pullen & Benson
2161 NW Military Hwy., Suite 400
Market Dispatch Services, Inc.
c/o Celinda Baez Guerra, Flume Law
1020 NE Loop 410, Suite 200
G.R. Produce, Inc.
Kevin P. Kelley, Esq.
Keaton & Associates, PC
1278 W. NW Hwy, Suite 903
Palatine, IL 60067
Fresh Imports International
824 E. Hackberry Ave., #100
McAllen, TX 78501
Texas Sweet Potato Dist.
11281 State Highway 19
Edgewood, TX 75117-5438
Evan S. Goldstein
Updike, Kelly & Spellacy, PC
P.O. Box 231277
Hartford, CT 06123-1277
Daimler Trust
c/o Stephen G. Wilcox
P.O. Box 11509
Fort Worth, TX 76110-0509
Eagle Eye Produce
32 Avenida Acaponeta
Rio Rico, AZ 85648
Steve Nurenberg, Esq.
C/o Meuers Law Firm, P.C.
Naples, FL 34109-5932
Robert E. Goldman, Esq.
1 East Broward Blvd., Suite 700
Visalia Produce Sales
Mr. George M. Matoian
P.O. Box 190
Kingsburg, CA 9363 1
Bart M. Botta
Rynn & Janowsky, LLP
4100 Newport Place Drive, Suite 700
Newport Beach, CA 92660
Eco Farm Sales, Inc.
C/o Meuers Law Firm, P.C.
Naples, FL 34109-5932
Jason R. Klinowski, Esq.
Freeborn & Peters LLP
Chicago, IL 60606
George M. Matoian
P.O. Box 190
Kingsburg, CA 93631
12-50073-lmc Doc#336-1 Filed 10/05/12 Entered 10/05/12 14:52:46 Exhibit A Pg 1 of 18
EXHIBIT ''A''
EARNEST MONEY CONTRACT
Atled, Ltd., Delta Produce, L.P., Superior Tomato-Avocado, Ltd., and Staci Properties,
Ltd., (collectively, the "Seller"), and Leonard Holding Company, a Nevada corporation, or
assigns (the "Buyer"), do hereby enter into this Earnest Money Contract (this "Agreement") on
the following terms and conditions:
1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller
hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, the
following described property (herein collectively called the "Property"):
a. Real Prope1ty. That certain tract of real propetty (the "Real Property") in
Bexar County, Texas, being more particularly described on Exhibit "A" attached hereto
and incorporated herein by reference;
b. Improvements. The building located on the Real Property, together with
all fixtures and other improvements now on the Real Prope1ty or in or on the buildings,
including, but not limited to, any signs, lighting fixtures, security systems (to the extent
owned by SeHer), sprinkler systems and HV AC equipment (all of the foregoing
buildings, fixtures, and other improvements, the "Improvements");
c. Tangible Personal Prope1ty. All of Seller's right, title and interest in all
appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other personal
property, if any, located on or about the Real Prope1ty and Improvements or used
exclusively in the operation and maintenance thereof, specifically including, but not
limited to all refrigeration compressors (which such refrigeration compressors shall be in
good and operating condition as of Closing) and all warehouse racks associated with the
Property (whether cu11'ently located on the Prope1ty or otherwise) (the "Tangible Personal
Property");
d. Intangible Property. All of Seller's right, title and interest in all intangible
property (the "Intangible Property"), if any, pertaining to the Real Property, the
Improvements, or the Tangible Personal Property or the use including, without
limitation, the landlord's interest in all leases (the "Leases") relating to the Propetty, and
all tenant security deposits, transferable utility contracts, transferable telephone exchange
numbers, plans and specifications, engineering plans and studies, floor and
landscape plans;
e. Easements, Privileges, Rights and Appm1enances. All of Seller's right,
title, interests, privileges, licenses and easements and other rights appurtenant to the Real
Prope1ty, including, but not limited to, any' right, title and interest of Seller in and to (i)
all minerals, oil, gas, and other hydrocarbon substances thereon, (ii) all adjacent strips,
streets, roads, alleys, easements, rights-of-way, public or private, open or proposed, (iii)
all easements, privileges, and hereditaments, whether or not of record, and (iv) all access,
air, water, riparian, development, utility, and solar rights to the extent that such right, title
and interest exists;
1
4!1941lv.4 (33825.2)
t: Property Agreements. With respect to the Real Property, any and all (i)
transferable contracts or agreements, such as maintenance, service, utility contracts or
water and sewage capacities, if any; (ii) appraisals, surveys, and engineering reports, if
any, to the extent that Buyer elects to assume such contracts or agreements; (iii)
development rights, if any; and (iv) utility allocations, if any (collectively the "Property
Agreements"); and
g. Miscellaneous. All right, title and interest of Seller in and to all other
rights owned by Seller and necessary to or used exclusively in connection with the
ownership, maintenance or operation of the items set fmth above.
2. Date. The "Date" of this Agreement shall be the date on which a fully executed
copy of this Agreement is delivered to and receipted by Chicago Title Insurance Company,
270 N. Loop 1604 E., Suite 100, San Antonio, Texas 78232, Attn: Douglas L. Becker (the "Title
Company").
3. Earnest Money. Upon execution of this Agreement, Buyer will cause to be
deposited with the Title Company the total sum of Fifty Thousand and Noll 00 Dollars
($50,000.00) (the "Earnest Money") in cash or immediately available funds, to secure Buyer's
perfmmance pursuant to the terms and conditions of this Agreement. In the event Buyer fails to
deposit the Earnest Money within three (3) business days after full execution of this Agreement,
this Agreement will be null and void, and thereafter neither pmty shall have any further
obligation to the other. The Earnest Money shall be deposited in an FDIC insured interest
bearing account with a reputable financial institution paying interest at the highest available rate
for immediately available funds, with all interest earned thereon to be part of the Earnest Money.
If the sale of the Prope1iy is consummated pursuant to the terms and conditions of this
Agreement, at Closing the Earnest Money and all interest earned thereon shall be paid to Seller
and applied to the Purchase Price. If either Seller or Buyer terminates this Agreement in
accordance with any right to te1minate granted by this Agreement, the Earnest Money and all
interest accrued thereon shall . be immediately disbursed in accordance with the terms and
conditions of this Agreement, and no pmiy hereto shall have any further obligations under this
Agreement.
4. Independent Contract Consideration. Seller acknowledges that Buyer has already
delivered to Seller independent consideration in the amount of $100.00 (the "Independent
Contract Consideration"), which amount has been bargained for and agreed to as consideration
for Seller's execution and delivety of this Agreement and Buyer's right to tetminate this
Agreement during the Buyer's Examination Period. The Independent Contract Consideration is
independent of all other consideration provided for in this Agreement, and is non-refundable in
all events, but shall be credited against the Purchase Price at the Closing.
5. Purchase Price. The total consideration to be paid by Buyer to Seller for the
purchase of the Property shall be Three Million Eight Hundred Thousand and No/1 00 Dollars
($3,800,000.00) in cash at Closing (the "Purchase Price").
6. Title Commitment. Within ten ( 1 0) days after the Date of this Agreement, Seller,
at Seller's sole cost and expense, shall obtain a commitment for Title h1surance from the Title
2
41194llv.4 (33825.2)
Company (the "Commitment"). Such Commitment shall guarantee to ftnnish Buyer at the
Closing, and at Seller's cost and expense, a fully paid Ovmer's Title Insurance Policy covering
the Real Property in the aggregate face amount of the Purchase Price, with no exceptions other
than the Permitted Exceptions (defined below). The Commitment shall have attached legible
copies of any and all exception documents a:l:Iecting the Real Property. Buyer shall have ten (1 0)
days after its receipt of the later to be received of the Commitment and Survey (the "Title
Examination Period") to examine the Commitment and related exception documents, and to
notifY the Title Company and Seller whether any exceptions to the title are not acceptable. If
Buyer timely notifies the Title Company and Seller within the Title Examination Period that any
such exceptions are not satisfactory and/or unacceptable to Buyer, in Buyer's sole discretion, and
Seller is unable or unwilling to cure such exceptions within three (3) days after such notice, then
Buyer may waive its objections and proceed in accordance with the remaining provisions of this
Agreement, or Buyer may terminate this Agreement, in which event the Title Company shall
return to Buyer the Eamest Money, and neither party hereto shall have any further liability to the
other. If Buyer fails to so advise the Title Company of any objections to title within the Title
Examination Period, it shall be conclusively presumed that the Commitment and all exceptions
are acceptable. Notwithstanding the above, Buyer acknowledges and agrees that "Permitted
Exceptions" shall include, but shall not be limited to, (i) all exceptions approved in accordance
with the Title Examination Period process, (ii) the standard printed exceptions and exclusions
contained in the promulgated owner policy oftitle insurance form for the State of Texas, and (iii)
any liens created or reserved in favor of a third party lender in connection with any part of
Buyer's financing of its purchase contemplated herein.
7. Survey. Within fifteen (15) days after the Date of this Agreement, Seller, at
Seller's sole cost and expense, shall obtain and deliver to Buyer three (3) blue-line copies of a
Category lA, Condition II Land Title Survey of the Real Prope1ty which has been prepared on
the ground by a registered professional surveyor acceptable to Buyer. The Survey shall (i)
identifY the perimeter of the Real Prope1ty by metes and bounds description, (ii) show the Survey
was made and staked on the ground with comers permanently marked, or pennanent pins
located, (iii) set forth the dimensions in total area of the Real Property and the number of square
feet on the Real Property, (iv) show the location of all improvements, highways, streets, roads,
rivers, creeks or other waterways, fences, easements and other rights of way on or bordering the
Real Prope1ty, and, with all easements and rights of way referenced to the recording information,
(v) showing any discrepancies or conflicts in boundaries and any visible encroachments or
overlapping of improvements, (vi) identifY and locate all utility facilities serving the Real
Property with appropriate recording infonnation, and (vii) contains a surveyor's certificate
addressed to Buyer and Title Company that the Survey is tme and correct and that no portion of
the Real Property lies within the one hundred ( 1 00) year flood plain as shown on the current
Federal Emergency Management Agency's map, or if a portion of the Real Property lies within
the one hundred (100) year flood plain, specifYing the location and acreage of the flood plain
area, and that this Survey meets the requhements and specifications of a Category lA, Condition
II Survey specified in the Manual of Projects for Land Surveying in the State of Texas
promulgated by the Texas Surveyor's Association.
8. Buyer's Examination Period. Buyer shall have thirty (30) days (the "Buyer's
Examination Period") from the Date hereof in which to review the general condition of the
Property (specifically including, but not limited to, Phase I envhonmental inspections and tests),
3
4119411 v.4 (33825.2)
and in which to determine, in Buyer's discretion, if Buyer deems the purchase of the Property
pursuant to this Agreement to be economically and commercially advisable. If Buyer timely
notifies Seller in writing, within the Buyer's Examination Period, that Buyer does not desire to
purchase the Property, and Buyer delivers a copy of such notification to the Title Company, then
the Title Company shall return to Buyer the Earnest" Money paid pursuant hereto, without the
necessity of securing Seller's written consent, and, neither patty hereto shall have any further
liability to the other. If Buyer fails to so advise Seller and the Title Company within the Buyer's
Examination Period it shall be conclusively presumed that Buyer elected to purchase the
Propetty pursuant to this Agreement, and thereafter, the Eamest Money shall be non-refundable
to Buyer, except in the event Seller is unable to convey title to the Propetty. Notwithstanding
anything in this Agreement to the contrary, in the event a Phase I environmental study on the
Propetty recommends a Phase II environmental study on the Propetty, Buyer may extend
Buyer's Examination Period for an additional fmty-five (45) days by providing notice thereof to
Seller prior to the end of the initial thhty (30) days of the Buyer's Examination Period.
Additionally, any and all environmental studies of the Propetty perfonned under Buyer's
direction shall be at Seller's sole cost and expense.
9. Seller's Representations and Wananties. As an inducement to Buyer to enter into
this Agreement and to purchase the Property, Seller covenants with, and represents and warrants
to, Buyer, as follows:
a. Subject to the Approval (defined herein), Seller has the right, power and
authority to enter into this Agreement and to convey the Propetty in accordance with the
terms and conditions of this Agreement, and the person executing this Agreement on
behalf of Seller has been duly and validly authorized by Seller to execute and deliver this
Agreement and has the right, power, and authority to enter into this Agreement and bind
Seller.
b. There is no pending o1 threatened litigation, investigation, or claim,
arbitration proceeding or administrative hearing which affects the Propetty, other than the
Bankruptcy Case (defined herein). Seller has received no summons, complaint, or other
written notice of, nor does it have any actual knowledge of, any pending or threatened
litigation or administrative proceedings that could adversely affect title to the Prope1ty, or
any part thereof, or the ability of Seller to perfom1 any of its obligations hereunder,
including any condenmation of all or any pmiion of the Property by any govemmental
authority. If notice, or actual knowledge of the same becomes available to Seller during
the tem1 of this Agreement, Seller shall immediately notify Buyer in writing.
c. Neither the entering into this Agreement, nor the Closing will constitute a
violation or breach by Seller of any contract, agreement, understanding or instrument to
which it is a party or by which Seller or the Prope1ty is subject or bound.
d. Seller has good, marketable and indefeasible title to the Propetiy, subject
only to the Permitted Exceptions; and will convey such title to Buyer at the Closing free
and clear of all options, rights, covenants, easements, liens and other rights in favor of
third parties except the Permitted Exceptions. Neither Seller nor any of its affiliates owns
any parcel of land which is contiguous with any portion of the Property. The Property is
4
4!194llv.4 (33825.2)
free and clear of all mechanic's liens, liens, m01tgages, or encumbrances of any nature,
except as set forth in the Petmitted Exceptions. The Property is not subject to any
outstanding agreements of sale or any options, liens, or other rights of third patties to
acquire any interest therein, except as described in this Agreement, and upon execution
and delivery by Seller of the conveyancing documents required to be executed by Seller
hereunder, Buyer will be vested with good, marketable and indefeasible title to the
Property.
e. Except as to that ce1tain Lease Agreement entered into by and between
Delta Produce, L.P., as Lessor and LFC Acquisitions, LLC or its assigns as permitted
therein, as Tenant and covering a portion of the Property (the "LFC Lease") and as
otherwise disclosed to Seller in writing within five ( 5) days of the Date of the Agreement
(with a copy of any such fully executed lease(s)), there are no tenants or other parties in
possession of any part of the Prope1ty, and no one has any right to occupy any pali of the
Property.
f. No condemnation, eminent domain or similar proceedings have been
instituted or threatened against the Property.
g. Seller has not received notice of, and has no other knowledge or
information of, any pending or contemplated change in any regulation, code, ordinance or
Ia''' or private restriction applicable to the Property, or any natural or artificial condition
upon or affecting the Property, or any patt thereat: which would result in any material
change in the condition of the Propetty or any part thereof, or would in any way limit or
impede the operation of the Property.
h. Except for operating contracts, if any, to be delivered to Buyer pursuant to
the terms and provisions of this Agreement, there are no contracts of construction,
employment, management, service, or supply which will affect the Property or operations
of the Property after Closing.
i. The Improvements and the current operation thereof comply with all laws,
regulations, ordinances, rules, orders and other requirements of all govemmental
authorities having jurisdiction over the Property or affecting all or any pmt thereof or
bearing on its construction or operation, and with all private covenants or restrictions.
j. Seller has acquired all pexmits, easements, and rights-of-way, including,
without limitation, all building and occupancy permits from all govemmental authorities
having jurisdiction over the Property or from private pa1ties for the normal use,
maintenance, occupancy, and operation of the Propeliy and to ensure unimpeded access,
ingress and egress to and fiom the Property as required to permit normal usage of the
Improvements, and all such pem1its, easements and rights-of-way are in full force and
effect.
k. Seller currently has in place the public, liability, casualty and other
insurance coverage v.,rith respect to the Propetty in the amounts reflected in the insurance
policies included in the Property inf01mation. Each of such policies is in full force and
5
411941lv.4 (33825.2)
effect, and all premiums due and payable thereunder have been, and at the Closing will
be, fully paid when due. No notice of cancellation has been received or threatened with
respect thereto. No insurance company insuring either the Improvements nor the Board
of Fire Underwriters has delivered to Seller oral or written notice (i) that any insurance
policy now in effect would not be renewed or (ii) that Seller has failed to comply with
insurance requirements or (iii) that defects or inadequacies exist in the Property, or in any
part thereof, which could adversely affect the insurability thereof or the cost of such
insurance.
l. Present zoning regulations of the City of San Antonio, Bexar County,
Texas, petmit the use of the Property as an commercial building, the Property complies
with all applicable parking requirements, and there are no governmental or private
regulations, orders, agreements or instruments restricting the current use and operation of
the Real Property, except as may be shown in the Commitment provided by the Title
Company. Each of the parcels of Real Propei1y on which a separate building is located
constitutes a single, subdivided lot in accordance with applicable subdivision regulations
as well as a separate tax lot.
m. Except as (i) disclosed in any of the environmental reports comprising a
part of the Property information or otherwise obtained by Buyer, or as otherwise
disclosed by Seller to Buyer in writing, or (ii) would not have an adverse effect on the
Property or the business of Buyer operated thereon, (a) neither the Prope11y nor Seller's
operation and management thereof is in violation of any Environmental Law (as
hereinafter defined) or is subject to any pending or threatened litigation or inquiry by any
governmental authority or to any remedial action or obligations under any Environmental
Law; (b) no underground storage tanks have been or are now located on the Prope11y; (c)
the Property is not now and never has been used for industrial purposes of for the storage,
treatment or disposal of hazard01.1s waste, hazardous material, chemical waste, or other
toxic substance, and (d) no hazardous substances or toxic wastes have been disposed of
or are now located upon the Property in violation of applicable Environmental Law
(including, without limitation, asbestos and PCB's). As used herein, the term
"Environmental Law" means any law, statute, ordinance, rule, regulation, order or
dete1Ulination of any governmental authority or agency affecting the Prope1ty and
pertaining to health or the environment including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act of 1982 and the Resource
Conservation and Recovery Act of 1986. Prior to Closing, Seller agrees to promptly
notify Buyer of any fact of which Seller acquires knowledge which would cause this
representation to become false and of any written notice that Seller receives regarding the
matters set fmih in herein.
n. Other than the LFC Lease, there are no contracts or other material
obligations, other than those matters set fmth in the Commitment, Survey, operating
contracts, outstanding (i) tor the sale, exchange or transfer of the Property or any pmtion
thereof or the business operated thereon by Seller, or (ii) creating or imposing any
burdens, obligations or restrictions on the use or operation of the Property and the
business conducted thereon.
6
41194llv.4 (33825.2)
~ .
o. Seller is duly formed, validly existing and in good standing under the laws
of the state of its organization and is qualified to transact business in the state in which
the Propetty is situated. This Agreement and all instruments, documents and agreements
to be executed by Seller in connection herewith are, or when delivered shall be, duly and
validly executed and delivered by Seller to Buyer and are, or when delivered shall be,
legal, valid and binding obligations of Seller, enforceable against Seller in accordance
with their respective terms, except as such enforcement may be limited by bankruptcy,
conservatorship, receivership, insolvency, moratorium or similar laws affecting creditors'
rights generally or by general principles of equity. Each individual executing this
Agreement on behalf of Seller represents and wanants to Buyer that he or she is duly
authorized to do so.
"Seller's actual knowledge" or words of similar import shall mean the present conscious
awareness ofW. Scott Jensen, Seller's authorized representative for the Property.
10. Representations, Warranties and Agreements of Buyer. As an inducement to
Seller to enter this Agreement and to sell the Property, Buyer covenants with and represents and
wanants to the Seller, as follows:
a. Buyer has the right, power and authority to enter into this Agreement and
to purchase the Property in accordance with the tenns and conditions of this Agreement,
and the person executing tllis Agreement on behalf of Buyer has been duly and validly
authorized by Buyer to execute and deliver this Agreement and have the right, power, and
authority to enter into this Agreement and bind Buyer.
b. Buyer has not (i) made any assignment for the benefit of creditors, (ii)
filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition
by its creditors, (iii) suffered the appointment of a receiver to take possession of any of its
assets, (iv) suffered the attachment or other judicial seizure of any of its assets, (v)
admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of
settlement, extension or composition to its creditors generally.
11. Closing. The "Closing" of the sale and purchase contemplated in this Agreement
shall take place in the offices of the Title Company on or before fifteen (15) days after the
Approval. Upon Closing, Seller shall deliver to Buyer:
11.1 A General Wananty Deed (in form and substance acceptable to
Buyer in its sole and absolute discretion) conveying good and indefeasible title in
tee simple to the Real Prope1ty, free and clear of any and all liens, encumbrances,
conditions, easements, assessments, restrictions, and other conditions except for
the following:
4119411 v.4 (33825.2)
11.1.1 Taxes for the year of Closing and subsequent years
not yet due and payable; and
11.1.2 Any and all Permitted Exceptions; and
7
11.2 Bill of Sale ("Bill of Sale") (in form and substance acceptable to
Buyer in its sole and absolute discretion) executed by Seller assigning to Buyer
the Tangible Personal Property and Intangible Property;
11.3 Assignment of Property Agreements ("Assignment of Property
Agreements") (in form and substance acceptable to Buyer in its sole and absolute
discretion) executed by Seller assigning to Buyer the Seller's interest in the
Property Agreements (including any existing lease(s)) pertaining to the Property;
11.4 Such other documents and instruments as may be required by the
Title Company in order to transfer title to all of the Property to Buyer, and to
close this transaction and issue the Title Policy (if any) to Buyer.
12. Closing Costs. Seller shall pay (i) the costs for the preparation of the General
Wananty Deed, (ii) any escrow fee(s) charged by the Title Company, (iii) the costs of any
Commitment and/or Owner's Title Insurance Policy, (iv) the cost for tax certificates (if any), (v)
the cost of any Survey required by Buyer, and any other title transfer documents, (vi) cost of any
environmental study on the Property, including, without limitation, the cost of any Phase I
environmental study, and (vii) its share of the prorations described below. Buyer shall pay (i) the
cost of recording the General Warranty Deed, (ii) the costs associated with any loan obtained by
Buyer, and (iii) its share of the prorations described below. Each party shall be responsible for
the payment of its own attorneys' fees incuned in connection with this Agreement and all other
expenses which each party may incur. Additionally, any expenses, charges and fees of Closing
not specifically allocated herein or incuned by a specific party shall be borne by the pruiies in
accordance with general custom where the Property is located.
13. Prorations. All real estate taxes, utilities and other expenses associated with the
Property for the calendar year of Closing shall be prorated as of the date of Closing and shall be
adjusted in cash at Closing. If Closing shall occur before the tax rate is fixed for the then cunent
year, proration of taxes shall be upon the basis of the tax rate for the next preceding year and the
same shall be adjusted when the rate for the year of Closing is fi-xed by appropriate payments
after Closing. Obligations imposed by this paragraph shall survive Closing.
14. Bankruptcy Cou11 Approval. Notwithstanding anything herein to the contrary,
this Agreement (and the sale of Property provided for herein) is subject to approval by the United
States Bankruptcy Court for the Western District of Texas, San Antonio Division (the
"Bankruptcy Court") in the Jointly Administered Chapter 11 bankruptcy case styled In re Delta
Produce, L.P., et a/. Bankruptcy Case No. 12-50073-LJ\t/C (the "Bankruptcy Case") and shall not
be effective until approved by a final non-appealable order entered by the Bankruptcy Court
providing for the sale of the Property to Buyer free and clear of any and all liens, claims interests
or encumbrances in torm and suqstance satisfactory to Buyer in its sole and absolute discretion
(the "Approval"). The Approval shall be obtained by October 31, 2012 or such later date as
agreed to by Buyer in writing in its sole discretion or this Agreement shall be null, void and of no
ftuiher force and effect. In such instance, the Earnest Money and any interest thereon shall be
returned to Buyer.
8
41194llv.4 (33825.2)
15. Default. On the failure of Buyer to consummate this Agreement for any reason,
except for Seller's default or Seller's inability to convey title to the Property in accordance with
this Agreement, Seller shall retain all Eamest Money, together with all accrued interest thereon
as liquidated damages and this shall be Seller's sole remedy for Buyer's breach of this
Agreement. In the event Seller fails to perform hereunder, Buyer, as its sole and exclusive
remedy, may tenninate this Agreement and be entitled to an immediate retum of the Earnest
Money (Buyer expressly waiving any right to sue for any type of damages as pa11 of any action
to enforce this Agreement).
16. Commissions. Seller and Buyer covenant and agree with the other that no
finder's fees or brokers' fees have been or will be incuned in connection with the negotiation or
execution of this Agreement. NOTICE: Chapter 62, Texas Propetiy Code, authorizes a broker
to secure an earned commission with a lien against the Property. EACH PARTY SHALL, AND
HEREBY AGREES TO, INDE1v1NIFY AND HOLD THE OTHER HARMLESS FROM ALL
COSTS (INCLUDING, BUT NOT LIMITED TO, COURT COSTS, INVESTIGATION
COSTS, AND ATTORNEYS', FEES), EXPENSES, OR LIABILITY FOR COMMISSIONS
OR OTHER COMPENSATION CLAli\tfED BY ANY OTHER BROKER OR AGENT WITH
RESPECT TO THIS AGREEMENT WHICH ARISE OUT OF ANY AGREEMENT OR
DEALINGS, OR ALLEGED AGREEMENT OR DEALINGS, BETWEEN THE
INDEi\IINIFYING PARTY AND ANY SUCH OTHER AGENT OR BROKER. This provision
shall survive the expiration, earlier tetmination or Closing of this Agreement.
17. Smvival. All terms, covenants and conditions of this Agreement shall survive and
continue in full force and effect and shall be enforceable after the Closing.
18. Entire Agreement, Modification! Amendment. This written Agreement constitutes
the entire and complete agreement between the parties hereto. It is expressly understood that
there are no verbal understandings or agreements which may change the terms, covenants and
conditions herein set forth, and that no modification and/or amendment of this Agreement and no
waiver of any of the terms and conditions shall be effective unless made in writing and duly
executed by the patiies hereto.
19. Binding Effect. All covenants, agreements, wananties and provisions of this
Agreement shall be binding upon and inure to the parties hereto and their respective successors,
heirs and assigns.
20. Controlling Law. This Agreement has been made and entered into under the laws
of the County of Bexar, State of Texas, and said laws shall control the interpretation thereof.
Venue for any legal action hereunder shall lie in Bexar County, Texas.
21. Notices. All notices and other communications which the parties hereto may be
required or pennitted to give hereunder shall be deemed given when delivered, or if and when
mailed by certified mail, return receipt requested, postage prepaid, addressed to the party to
whom given at the address set forth below or such other address as may be designated by written
notice served on the other patiy or by hand delivery to the address below:
9
4119411 v.4 (33825.2)
Seller:
With a
Copy to:
Buyer:
With a
Copy to:
Atled, Ltd.
200 l South Laredo
Attn: W. Scott Jensen
Delta Produce, L.P.
2001 South Laredo
Attn: W ~ Scott Jensen
Superior Tomato-Avocado, Ltd.
2001 South Laredo
Staci Propetiies, Ltd.
2001 South Laredo
William R. Davis
745 E. Mulbeny, Suite 900
Leonard Holding Company
647 Steves Avenue
Attn: Russell Faldik
Patrick Huffstickler
Cox Smith Matthews Incorporated
112 E. Pecan Street, Suite 1800
and
Teresa Ereon Giltner
Cox Smith Matthews Incorporated
1201 Elm Street, Suite 3300
Dallas, Texas 75270.
22. Damage or Condemnation. In the event there is a casualty loss or commencement
of condemnation proceedings against the Prope1iy or any improvements thereon prior to Closing,
Buyer, at Buyer's option, may either (l) te1minate this Agreement and be entitled to the retum of
10
41 l941lv.4 (33825.2)
the Earnest Money; or (2) accept the Property as damaged and be entitled to a reduction of the
Purchase Price in the amount of any insurance or condemnation proceeds actually received by
Seller that are attributable to the loss or damage. Buyer shall give written notice of Buyer's
election to Seller within twenty (20) days after receipt of written notification from Seller of the
loss, damage or condemnation and the amount of insurance proceeds made available to Seller.
23. Notice Regarding Possible Liability for Additional Taxes. If for the current ad
valorem tax year the taxable value of the Property is detetmined by a special appraisal method
that allows for appraisal of the Property at less than its market value, the person to whom the
Property is transferred may not be allowed to qualify the Property for that special appraisal in a
subsequent tax year and the Property may then be appraised at its full market value. In addition,
the transfer of the Property or a subsequent change in the use of the Property may result in the
imposition of an additional tax plus interest as a penalty for the transfer or the change in the use
of the Property. The taxable value of the Property and the applicable method of appraisal for the
current tax year is public information and may be obtained from the tax appraisal district
established for the county in which the Property is located.
24. Attomey's Fees. If it shall be necessary for either party to employ an attomey to
enforce its rights pursuant to this Agreement because of the default of the other party, the non-
prevailing party shall reimburse the prevailing patty for reasonable attomey' s fees.
25. Facsimile or E-Mail Transmission. This Agreement, addendums and any future
modifications may be transmitted by telefax copier or e-mail. All pmiies agree that their faxed
or e-mailed signatures which are copies of the transmitted documents shall be binding as if they
were original signatures. Each party agrees to fully execute with original signatures all original
documents following execution of facsimiles and e-mails.
26. Legal Construction. In case any one or more of the provisions contained in this
Agreement shall for any reason be invalid, illegal or unenforceable in any respect, to the extent
such invalidity or unenforceability does not destroy the basis of the bargain among the patties
hereto, such invalidity, illegality or unenforceability shall not affect any other provision hereof
and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. Whenever required by the context, as used in this Agreement, the
singular number shall include the plural and the neuter shall include the masculine or feminine
gender, and vice versa. The Section headings appearing in this Agreement are for convenience
of reference only and are not intended, to any extent or for any purpose, to limit or define the text
of any Section. The term "Agreement" and/or "Contract" as used herein are synonymous and
shall mean, refer to and include this Earnest Money Contract and any and all Addenda, Exhibits
and Amendments to same. This Agreement shall not be construed more or less favorably
between the parties hereto by reason of authorship or origin of language.
27. Confidentiality. All infom1ation learned by Buyer from its inspections of the
Propetty are confidential and shall not be disclosed by Buyer to any third party, and shall be
utilized by Buyer solely to assist it in making its decision of whether or not it will purchase the
Property.
11
4ll9411v.4 (33825.2)
28. OF AC Compliance. Buyer represents and wanants to Seller and to Title
Company that Buyer is in compliance with the requirements of Executive Order No. 13224, 66
Fed. Reg. 49079 (Sept. 25, 2001) (the "Order") and other similar requirements contained in the
rules and regulations of the Office of Foreign Asset Control, Department of the Treasury
("OF AC") and in any enabling legislation or other Executive Orders in respect thereof (the Order
and such other rules, regulations, legislation, or orders are collectively called the "Orders"); and
that Buyer: (A) is not listed on the Specially Designated Nationals and Blocked Persons List
maintained by OF AC pursuant to the Order and/or on any 'other list of tenorists or tenorist
organizations maintained pursuant to any of the rules and regulations of OF AC or pursuant to
any other applicable Orders (such lists are collectively referred to as the "Lists"); (B) is not a
Person who has been determined by competent authority to be subject to the prohibitions
contained in the Orders; (C) is not owned or controlled by, nor acts for or on behalf of, any
Person on the Lists or any other Person who has been determined by competent authority to be
subject to the prohibitions contained in the Orders. As used herein, the term "Person" means any
individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee,
estate, limited liability company, unincorporated organization, real estate investment trust,
govemment or any agency or political subdivision thereof, or any other form of entity.
29. Assignment. This Agreement and Buyer's rights hereunder may be assigned,
transferred or pledged freely without the prior 'vVritten consent of Seller. Any assignment will be
conditioned on any assignee assuming and becoming obligated as to all tem1s and conditions of
this Agreement.
30. Acceptance. In the event that a fhlly executed copy of this Agreement is not
delivered to the Title Company by October 5, 2012, then in that event this Agreement shall be
deemed to have been withdrawn, and shall be null and void.
31. Time. Time is of the essence with respect to the perfmmance by the parties of
their obligations under this Agreement.
32. Notice of Final Agreement. THIS WRITTEN AGREEMENT REPRESENTS
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
12
41194llv.4 (33825.2)
EXECUTED by Buyer this __ day of September, 2012, in multiple counterparts, each
of which shall have the force and effect of an original.
BUYER:
Leonard Holding Company, a Nevada corporation,
or assigns
. c:?/ //0 t{ ./") /]!7/} .
B y . - ~ ~
Name: t21lS'iC.-U A ~
Title: C.. fiO
EXECUTED by Seller this __ day of September, 2012, in multiple counterparts, each
41194llv.4 (33825.2)
SELLER:
Atled, Ltd.
By: Delta Produce Management, LLC, General
Partner
By:
Name: ________________________ _
Title:
Delta Produce, L.P.
By:
Name: ____________________________ __
Title:
Superior Tomato-Avocado, Ltd.
By:
Name: ____________________________ __
Title:
13
EXECUTED by Buyer this __ day of September, 2012, in multiple counterparts, each
BUYER:
Leonard Holding Company, a Nevada corporation,
or assigns
By: __________________________ ___
Name: ______________ _
Title: ______________ _
EXECUTED by Seller this __ day of September, 2012, in multiple counterparts, each
4119411 v.4 {338252)
SELLER:
Atled, Ltd.
By: Delta Produce Management, LLC, General
Partner
By:
Name:
Title:
Delta
By: & ---
Name: fAf Al:1 t!ll. S l! o rr 0 ffN5 CrJ
Title: ?rtt:f s rPtftir
By:

Title:
13
Staci Properties, Ltd.
By:
By. I ;/--
Name: 5Corr JC'").)St::.J
Title: ?Jtt.;.SJ!JLVJr
The undersigned Title acknowledges receipt of this Agreement this ;( 7 tay
of September, 2012 at
41194llv.4 (338252)
TITLE CO:MP ANY:
0 F {.. ,X:. AS, L-Lc_
CHICAGO TITLE eeMPANY
14
Douglas W. Becker
Chicago Title Of Texas, LLC
270 N Loop 1604 E, Suite 115
The undersigned Title Company acknowledges receipt of the Earnest Money in U1e
amount of Fifty Thousand and No/100 Dollars ($50,000.00) of September, 2012,
and agrees to hold and disperse the Eamest Money in accordance with the terms and conditions
of this Agreement.
41194llv.3 (33825.2)
TITLE COMPANY:
CHICAGO TITLE COMPANY
By{ .
Name: En tc;__ -rent )kiJ
Title:
15
Exhibit "A"
Lot 17, Block 3, New City Block A36, Gillis Hood, Unit 2, an addition to the City of San
Antonio, Bexar County, Texas, according to the map or plat thereof, recorded in Volume 9512,
Page 91, Deed and Plat Records of Bexar County, Texas, SAVE AND EXCEPT that pmtion
conveyed to the City of San Antonio in Volume 5202, Page 1204, Official Public Records of
Real Property of Bexar County, Texas.
16
41194llv.4 (33825.2)

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