hcm Doc#58 Filed 06/04/15 Entered 06/04/15 14:48:08 Main Document Pg 1 of 5

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1 hcm Doc#58 Filed 06/04/15 Entered 06/04/15 14:48:08 Main Document Pg 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS EL PASO DIVISION IN RE: EL PASO CHILDREN S HOSPITAL CORPORATION, CASE NO DEBTOR. CHAPTER 11 EIN: ALAMEDA AVENUE EL PASO, TEXAS JOINT MOTION TO CONTINUE FINAL HEARING ON CASH COLLATERAL TO THE HONORABLE U.S. BANKRUPTCY JUDGE: COMES NOW El Paso Children s Hospital Corporation ( EPCH and/or Debtor ) and El Paso County Hospital District d/b/a University Medical Center ( UMC ), and jointly files their Joint Motion to Continue Final Hearing on Cash Collateral ( Motion ). In support thereof, the Debtor and UMC would respectfully show as follows: I. INTRODUCTION 1. The Debtor and UMC seek a continuance of the final hearing on the Cash Collateral Motion so that such hearing may take place subsequent to the mediation scheduled between the parties. The Debtor and UMC have agreed to participate in a mediation in El Paso on June 25, 2015, and if necessary, June 26, Given the parties agreement to mediate, the Debtor and UMC believe that the final hearing on the Cash Collateral Motion should be continued to July 14, 2015, in El Paso, Texas. II. JURISDICTION 2. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and (M). Venue of the Debtor s Chapter 11 case and this Motion in this district is proper pursuant to 27 U.S.C

2 hcm Doc#58 Filed 06/04/15 Entered 06/04/15 14:48:08 Main Document Pg 2 of 5 and The Court has the authority to enter the requested relief under Bankruptcy Code 105(a) and 333(a)(1). III. BACKGROUND 3. On May 19, 2015 ( Petition Date ), the Debtor filed its voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. 101, et seq. (as amended the Bankruptcy Code ). The Debtor is a debtor-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in this bankruptcy case, and no committee has been appointed or designated. 4. A description of the background of the Debtor and the events leading up to the filing of the voluntary petition by the Debtor, is provided in the Declaration of Mark Herbers in Support of First Day Motions ( Herbers Declaration ) [Dckt. No. 12] which is incorporated herein by reference. 5. The Debtor is an independent non-profit 501(c)(3) corporation that is governed by a board of directors ( EPCH Board ), the sole mission of which has been to provide pediatric care to the children of El Paso and the surrounding areas. The Debtor s primary operations have consisted of owning and operating a 122-bed children s hospital. 6. On May 19, 2015, the Debtor filed its Emergency Motion Pursuant to 11 U.S.C. 363 for (I) Authority to Use Cash Collateral in the Ordinary Course, (II) Provide Adequate Protection, and (III) Scheduling Final Hearing ( Cash Collateral Motion ) [Dckt. No. 3]. 7. Subsequent to a hearing, the Court entered its Interim Order (I) Authorizing Use of Cash Collateral, (II) Granting Adequate Protection, and (III) Scheduling Final Hearing ( Interim Cash Collateral Order ) [Dckt. No. 28]. Pursuant to the Interim Cash Collateral Order, a final hearing is set on the Cash Collateral Motion on June 11, 2015 in El Paso, Texas. 2

3 hcm Doc#58 Filed 06/04/15 Entered 06/04/15 14:48:08 Main Document Pg 3 of 5 IV. RELIEF REQUESTED 8. The Debtor and UMC request that the hearing on the Cash Collateral Motion be continued to July 14, 2015 in El Paso, Texas. Respective counsel for the Debtor and UMC have been participating in discussions concerning mediation in this bankruptcy case, and have agreed to participate in a mediation on June 25, 2015, and if necessary, June 26, Given the agreement to mediate on such dates, continuance of the final hearing on the Cash Collateral Motion would foster efficiency in this case. In addition, UMC will consent to the entry of the proposed Second Interim Order Granting Use of Cash Collateral, authorizing the Debtor, pursuant to 11 U.S.C. 363(a), (c)(1), and (c)(2) to use Cash Collateral 1 to the extent necessary to fund the Interim Budget for the period beginning May 19, 2015 to July 14, 2015, a copy of which is attached hereto as Exhibit A. 9. Good cause therefore exists for the requested continuance to permit the Debtor and UMC to focus their efforts on the mediation toward a resolution of the dispute that predominates this bankruptcy case. The requested continuance is not sought for delay, but so that justice may be done. The Debtor and UMC thus respectfully request that the final hearing on the Cash Collateral Motion be continued to July 14, 2015 in El Paso. WHEREFORE, PREMISES CONSIDERED, the Debtor and UMC jointly request that the Court enter an order continuing the final hearing on the Cash Collateral Motion to July 14, 2015; and grant such other and further relief to the Debtor as the Court deems just. Dated: June 3, Capitalized terms not otherwise defined herein have the same meaning ascribed to them as in the Cash Collateral Motion. 3

4 hcm Doc#58 Filed 06/04/15 Entered 06/04/15 14:48:08 Main Document Pg 4 of 5 Respectfully submitted, JACKSON WALKER LLP 100 Congress Avenue, Suite 1100 Austin, Texas (512) Main Telephone (512) Main Facsimile By: /s/ Jennifer F. Wertz Patricia B. Tomasco State Bar No (512) Direct Dial (512) Direct Fax ptomasco@jw.com Jennifer F. Wertz State Bar No (512) Direct Dial (512) Direct Fax jwertz@jw.com PROPOSED COUNSEL FOR THE DEBTOR-IN-POSSESSION /s/ Liz Boydston Louis R. Strubeck, Jr. State Bar No Liz Boydston State Bar No Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 2600 Dallas, Texas (214) Main Telephone (214) Main Facsimile louis.strubeck@nortonrosefulbright.com liz.boydston@nortonrosefulbright.com COUNSEL FOR EL PASO COUNTY HOSPITAL DISTRICT D/B/A UNIVERSITY MEDICAL CENTER OF EL PASO 4

5 hcm Doc#58 Filed 06/04/15 Entered 06/04/15 14:48:08 Main Document Pg 5 of 5 CERTIFICATE OF CONFERENCE I hereby certify that on the 3rd day of June 2015, I communicated with Kari B. Coniglio, counsel for Cardinal Health, concerning the continuance requested herein, and she stated that she has no objection to the requested continuance. Further, I hereby certify that on the 4th day of June 2015, I communicated with Morton Branzburg, counsel for AmerisourceBergen Drug Corporation and ASD Specialty Healthcare, Inc., concerning the continuance requested herein, and he stated that he has no objection to the requested continuance. /s/ Jennifer F. Wertz Jennifer F. Wertz CERTIFICATE OF SERVICE I hereby certify that on the 4th day of June 2015, a true and correct copy was served via the Court s CM/ECF electronic notification system upon the party listed below, and via United States mail, postage prepaid upon the parties listed on the attached service list. UNITED STATES TRUSTEE Kevin Epstein, Trial Attorney 615 E Houston Street, Room 533 San Antonio, Texas /s/ Jennifer F. Wertz Jennifer F. Wertz v /

6 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 1 of 11 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS EL PASO DIVISION IN RE: EL PASO CHILDREN S HOSPITAL CORPORATION, CASE NO DEBTOR. CHAPTER 11 EIN: ALAMEDA AVENUE EL PASO, TEXAS SECOND INTERIM ORDER (I) AUTHORIZING USE OF CASH COLLATERAL, (II) GRANTING ADEQUATE PROTECTION, AND (III) SCHEDULING FINAL HEARING On May 21, 2015, the Court conducted an interim hearing on the Motion of the Debtor for an Order Pursuant to 11 U.S.C. 363 for (i) Authority to Use Cash Collateral in the Ordinary Course; (ii) Provide Adequate Protection, and (iii) Scheduling Final Hearing (the Cash Collateral Motion ). 1 Having considered the Motion, evidence proffered or presented, and arguments of counsel, the Court hereby finds and concludes as follows: 1 Capitalized terms not defined herein shall have the meaning given to them in the Motion.

7 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 2 of 11 I. JURISDICTION 1. This Court has jurisdiction over this proceeding and the parties and property affected hereby pursuant to 28 U.S.C Consideration of the Cash Collateral Motion constitutes a core proceeding as defined in 28 U.S.C. 157(b)(2)(A), (G), (K), (M), and (O). Venue is proper in this district pursuant to 28 U.S.C II. NOTICE 2. Under the circumstances, the notice given by the Debtor of the Cash Collateral Motion and the Interim Hearing constitute due and sufficient notice thereof and complies with Rules 2002 and 4001(b) of the Federal Rules of Bankruptcy Procedure (the Bankrupty Rules ) and the local rules of this Court. III. FACTUAL BACKGROUND 3. On May 19, 2015 ( Petition Date ), the Debtor filed its voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. 101, et seq. (as amended the Bankruptcy Code ). The Debtor is a debtor-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. No request has been made for the appointment of a trustee or examiner, and no committee has been appointed in this case. 4. A description of the background of the Debtor and the events leading up to the filing of the voluntary petition by the Debtor, is provided in the Declaration of Mark Herbers in Support of First Day Motions, which is incorporated herein by reference. 5. The Debtor is an independent non-profit 501(c)(3) corporation that is governed by a board of directors ( EPCH Board ), the sole mission of which has been to provide care to the children of El Paso and the surrounding areas. The Debtor s primary operations have consisted of owning and operating a 122-bed children s hospital. 2

8 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 3 of To the Debtor s knowledge, no creditors other than El Paso Hospital District d/b/a University Medical Center ( UMC ), Cardinal Health, 2 AmerisourceBergen Drug Corporation ( ABDC ), and ASD Specialty Healthcare ( ASD ) claim liens on the Debtor s cash collateral. 7. The Debtor is unable to pay the reasonable and necessary expenses of its ongoing operations without permission for use of collateral and cash collateral in which security interests and liens are claimed by UMC, Cardinal Health, ABDC, and ASD. 8. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157(b) (2) (M) and The Debtor served notice of the Cash Collateral Motion by United States mail, facsimile, or overnight delivery, prior to this hearing on UMC, Cardinal Health, ABDC, and ASD, the United States Trustee, and the Debtor s twenty largest unsecured creditors. Notice of the Motion and opportunity for hearing were adequate and appropriate under the circumstances of this case. 9. The terms and conditions for the Debtor to provide adequate protection to UMC, Cardinal Health, ABDC, and ASD are proposed in good faith. 10. The proposed form of this Order submitted by the Debtor complies with the Local Bankruptcy Rules for the United States Bankruptcy Court for the Western District of Texas, except as described in the Motion and the disclosures of counsel at the hearing on the Motion. UMC claims a security interest in substantially all of the assets of the Debtor. Cardinal Health claims a security interest in substantially all of the assets of the Debtor, senior to the claims of UMC. No admission has been made by the Debtor, UMC, Cardinal Health, ABDC, and ASD and no determination is made by this Court, as to the validity, priority, amount, allowance, extent, or voidability of the security interest or claims of UMC, Cardinal Health, ABDC, or 2 The term Cardinal Health shall mean all subsidiaries, related and affiliated companies of Cardinal Health, Inc. 3

9 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 4 of 11 ASD. All relief granted hereunder to UMC, Cardinal Health, ABDC, and ASD hereunder is only to the extent that a valid debt is secured by an unavoidable lien. IT IS HEREBY ORDERED that the following terms shall apply: A. Automatic Stay and Use of Cash Collateral 1. Authorization. Subject to this Order, the Debtor is hereby authorized under 11 U.S.C. 363(a), (c) (1), and (c) (2) to use Cash Collateral to the extent necessary to fund the Interim Budget (attached hereto as Exhibit A) for the period beginning May 19, 2015 to July 14, The automatic stay of Bankruptcy Code 362(a) shall continue in effect and until further modified or terminated by the Court. 2. Adequate Protection Obligations. The Debtor is hereby authorized and ordered to protect UMC, Cardinal Health, ABDC, and ASD under 11 U.S.C. 361 and 363, as set forth in this Order, for the Debtor s post-petition use and consumption of UMC s, Cardinal Health s, ABDC s, and ASD s Pre-Petition Collateral (as defined in Paragraph 6 hereof), the continuation of the automatic stay against UMC s, Cardinal Health s, ABDC s, and ASD s collection, sale or realization upon their Pre-Petition Collateral, and for any post-petition diminution in value of UMC s, Cardinal Health s, ABDC s, or ASD s Pre-Petition Collateral, if any (the Adequate Protection Obligations ). 3. Use of Cash. The Debtor is authorized to use the following cash through July 14, 2015, solely in accordance and compliance with the Interim Budget: (i) all funds held by the Debtor on the Petition Date; and (ii) all receipts, receivables, and collections received or to be received on or after the Petition Date. 4. Accounting and Information. The Debtor shall provide an accounting to UMC, Cardinal Health, ABDC, ASD, and any official committee of unsecured creditors, if any, (the Committee ) and their respective counsel, in form and substance reasonably acceptable to 4

10 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 5 of 11 UMC, Cardinal Health, ABDC, ASD, and any Committee, once every month (through the MOR) of the Debtor s cash position. The Debtor shall provide information and reasonable access to the books and records of Debtor to UMC, Cardinal Health, ABDC, ASD, and the Committee and their professionals. Such information shall be provided within four (4) days of UMC s, Cardinal Health s, ABDC s, ASD s, or the Committee s request to Debtor s counsel. B. Continued Operations 5. Budget. The Debtor is authorized to use cash collateral to fund its reasonably and necessary operating expenses incurred after the Petition Date, and to fund those specific employee payroll expenses on the condition that all such expenditures and all reasonably and necessary post-petition expenses which accrued during the Interim Budget period shall be consistent with the Interim Budget. 3 C. Grant of Liens and Adequate Protection 6. Pre-Petition Collateral. Pre-Petition Collateral means all of (i) the Debtor s interest in any property which is subject to the security interests of UMC, Cardinal Health, ABDC, and/or ASD under the agreements and documents executed by the Debtor pre-petition, to the extent that Debtor s interest therein was acquired by Debtor prior to the Petition Date, and (ii) as to which UMC s, Cardinal Health s, ABDC s, and/or ASD s liens and security interests are perfected, valid, and not avoidable, and (iii) the proceeds, products, rents, fees, charges, accounts, payments for use or occupancy or profits thereof acquired after the Petition Date, to the extent consistent with 11 U.S.C. 552(b). 7. Preservation of Lien on Pre-Petition Collateral. To the extent UMC s, Cardinal Health s, ABDC s, and/or ASD s claims are allowed, perfected, non-avoidable, and secured under 11 U.S.C. 506(a) by Pre-Petition Collateral, UMC, Cardinal Health, ABDC, and ASD 3 See Exhibit A attached hereto. 5

11 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 6 of 11 shall remain entitled to the priority of their respective liens and security interests in the Pre- Petition Collateral. 8. Post-Petition Collateral. Post-Petition Collateral shall mean the Debtor s interest in property which (i) first arises, is purchased, or acquired, or exists after the Petition Date, and (ii) is not UMC s, Cardinal Health s, ABDC s, or ASD s Pre-Petition Collateral or the proceeds, products, rents or profits thereof under 11 U.S.C. 552(b). 9. Grant of Lien as Adequate Protection. To secure the Debtor s Adequate Protection Obligations under this Order and under Bankruptcy Code 361(2), 362(d), and 363(e), each of UMC, Cardinal Health, ABDC, or ASD is hereby granted a lien upon all of the Pre-Petition Collateral, all of the Post-Petition Collateral in the same order of priority and to the extent UMC, Cardinal Health, ABDC, and ASD were each secured by an unavoidable lien that existed pre-petition. i. The grant of such lien is subject to the reservations of rights set forth in paragraph 19 hereof, the exclusions of paragraph 10, and any Carve Out Expenses in paragraph 11 below. ii. UMC s, Cardinal Health s, ABDC s, and ASD s lien on Post-Petition Collateral shall have the priority of 11 U.S.C. 364(c)(2) and (c)(3) with the same validity and priority as their respective liens and security interests in the Pre-Petition Collateral as existing immediately before the Petition Date. 10. Exclusions. UMC s, ABDC s, ASD s, and Cardinal Health s Post-Petition Collateral excludes: (i) any claim for relief arising under Bankruptcy Code 506(c), (ii) all causes of action and bankruptcy avoidance powers enumerated in Chapter 5 of title 11, and (iii) any proceeds thereof. 11. Carve Out Expenses. The lien on Post-Petition Collateral is subordinated to the following Carve out Expenses : 6

12 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 7 of 11 i. fees payable to the United States Trustee pursuant to 28 U.S.C. 1930(a) (6); or ii. reasonable fees payable to the Debtor s or the Committee s professionals, or any ombudsman appointed in this case, that may from time to time be approved by this Court, which fees shall not exceed $20,000 for the interim period covered by this Order. 12. No Cross-Collateralization. Nothing in this Order shall be deemed to grant to UMC, Cardinal Health, ABDC, or ASD a lien on Post-Petition Collateral for the purpose of securing indebtedness to UMC, Cardinal Health, ABDC, or ASD which first arose before the Petition Date, except Debtor s Adequate Protection Obligations. 13. Perfection of Security Interests. All liens granted or to be granted to UMC, Cardinal Health, ABDC, or ASD on the Post-Petition Collateral are deemed perfected and no further notice, filing, recording, control agreement, bailment arrangement, or order shall be required to effect such perfection under other State or Federal law. This Order shall be deemed sufficient and conclusive evidence of the Liens granted hereunder. D. Grant of Priority Claim to UMC, Cardinal Health, ABDC, and ASD 14. Administrative Claim. Pursuant to 11 U.S.C. 361(3), UMC, Cardinal Health, ABDC, or ASD shall each have allowed administrative claims to the extent of cash collateral used as necessary to provide UMC, Cardinal Health, ABDC, and ASD with the equivalent of their liens on Cash Collateral as of the Petition Date, with such administrative claims having the same validity and priority as among UMC, Cardinal Health, ABDC, and ASD as their respective liens and security interests in the Pre-Petition Collateral as existing immediately before the Petition Date. 15. No Finding. Nothing in this Order shall be deemed a finding with respect to adequate protection (as that term is described in 361 of the Bankruptcy Code), of the interest of UMC, Cardinal Health, ABDC, or ASD in the Pre-Petition Collateral. 7

13 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 8 of Successors and Assigns. The provisions of this Order shall be binding upon the Debtor, UMC, Cardinal Health, ABDC, ASD, and their respective successors and assigns, including any trustee or representative of the estate hereafter appointed or elected in this Chapter 11 case or in any subsequent Chapter 7 case. 17. Continuing Effect. If all or any of the provisions of this Order are hereafter modified, vacated, or stayed by subsequent order of this Court or any other court, or on appeal, such stay, modification, or vacation shall not affect (i) the validity or priority of any obligations owed to UMC, Cardinal Health, ABDC, or ASD by the Debtor incurred prior thereto, or (ii) the validity, enforceability, or priority of any lien or priority of UMC, Cardinal Health, ABDC, or ASD with respect to the Debtor s Adequate Protection Obligations. Any Adequate Protection Obligations of the Debtor arising prior to the effective date of such stay, modification, or vacation, shall be governed by the original provisions of this Order. 18. Service of Pleadings. Debtor shall serve a copy of all pleadings or reports, including monthly operating reports, heretofore or hereafter filed with the Court concurrently with the filing by Debtor, on the U.S. Trustee, the Committee (if any), UMC, Cardinal Health, ABDC, ASD, and counsel to the foregoing. 19. Reservation of Rights. The Debtor, UMC, Cardinal Health, ABDC, ASD, and all parties in interest shall be deemed to reserve their respective rights and remedies under prepetition agreements, and other applicable law. Nothing in this Order shall be deemed to prejudice, waive, or release the rights and remedies of the Debtor, or any party in interest arising under the Bankruptcy Code or other applicable law, including any avoidance actions and defenses thereto. Any adequate protection payments, priorities, liens, or other matters provided 8

14 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 9 of 11 for under this Order shall not constitute an admission or determination that UMC, Cardinal Health, ABDC, or ASD is owed any money, is secured, over-secured or under-secured. 20. Continued Hearing, Service and Notice. Pursuant to Bankruptcy Rule 4001, there shall be a final hearing on the Debtor s continued use of cash collateral, any objection(s) thereto, any request for adequate protection, or any motion by the Debtor, UMC, Cardinal Health, ABDC, or ASD for approval of any agreement or stipulation to use cash collateral under 11 U.S.C. 363 or to obtain credit under 11 U.S.C. 364, and on any related motion which may be filed regarding cash collateral, adequate protection, or credit on July 14, 2015, at 9:30 a.m. (MT), 10:30 a.m. (CT) in the U.S. Bankruptcy Court, 511 E. San Antonio Ave., 4th Floor, El Paso, Texas (the Final Hearing ). Parties shall file and serve objections and exchange witness and exhibit lists on or before July 7, Prepared and submitted by: Patricia B. Tomasco State Bar No Jennifer F. Wertz State Bar No Jackson Walker LLP 100 Congress Avenue, Suite 1100 Austin, Texas (512) Main Telephone (512) Main Facsimile PROPOSED COUNSEL FOR THE DEBTOR ### v / v /

15 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 10 of 11 El Paso Children's Hospital Weekly Cash Forecast (for weeks ending) Actuals Through: 5/15/2015 <<< Pre petition Post petition >>> Month May May May Jun Jun Jun Jun Jul Jul Jul Jul Jul Aug Aug Actual Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week Week 5/15/15 5/22/15 5/29/15 6/5/15 6/12/15 6/19/15 6/26/15 7/3/15 7/10/15 7/17/15 7/24/15 7/31/15 8/7/15 8/14/15 Total Receipts Patient Related Receipts $ 1,939 $ 1,339 $ 1,489 $ 1,289 $ 1,289 $ 1,689 $ 1,689 $ 1,289 $ 1,289 $ 1,689 $ 1,689 $ 1,489 $ 1,289 $ 1,289 $ 18,807 Other Receipts 4, ,300 Total Receipts 1,939 5,439 1,489 1,289 1,289 1,689 1,789 1,289 1,289 1,689 1,789 1,489 1,289 1,289 23,107 Disbursements UMUMC (532) (1,228) (1,760) TT Texas Tech (100) (40) (40) (433) (1,000) (1,513) PAYPayroll (1,025) (1,062) (100) (1,062) (25) (1,099) (25) (1,099) (25) (1,099) (25) (1,099) (25) (6,745) PHPharmaceuticals / Medical Supplies (187) (39) (234) (39) (239) (85) (239) (85) (239) (85) (239) (85) (239) (2,034) PH Physicians (1,101) (60) (67) (44) (87) (44) (192) (44) (255) (44) (192) (44) (1,073) OTOther Disbursements (201) (305) (343) (590) (343) (389) (414) (389) (439) (739) (414) (389) (439) (389) (5,582) NONon Recurring Disbursements Debt Service (Interest, Fees) Total Disbursements (2,426) (532) (1,504) (991) (1,484) (697) (2,651) (697) (1,815) (1,047) (1,853) (2,925) (1,815) (697) (18,708) Operating Cash Flow (487) 4,907 (15) 298 (195) 992 (862) 592 (526) 642 (64) (1,436) (526) 592 4,399 Non Operating Cashflows Professional Fees (574) Restructuring Costs ex Professional Fees Total Non Operating Cashflows (574) (300) (300) (500) (500) (800) (800) Net Cash Flow $ (1,061) $ 4,907 $ (15) $ 298 $ (195) $ 992 $ (1,162) $ 592 $ (526) $ 642 $ (564) $ (1,436) $ (526) $ 592 $ 3,599 Cash Balance (Book) excl ST Inv Acct Beginning Balance $ 1,815 $ 1,892 $ 6,799 $ 1,784 $ 2,082 $ 1,887 $ 2,879 $ 1,717 $ 2,309 $ 1,783 $ 2,425 $ 1,861 $ 1,425 $ 899 $ 1,892 Net Cash Flow (1,061) 4,907 (15) 298 (195) 992 (1,162) 592 (526) 642 (564) (1,436) (526) 592 3,599 Net Investment Acct Transfers 1,138 (5,000) 1,000 (4,000) Other Ending Balance $ 1,892 $ 6,799 $ 1,784 $ 2,082 $ 1,887 $ 2,879 $ 1,717 $ 2,309 $ 1,783 $ 2,425 $ 1,861 $ 1,425 $ 899 $ 1,491 1,491 ST Investment Account Balance Beginning Balance $ 4,250 $ 3,112 $ 3,112 $ 8,112 $ 7,112 $ 7,112 $ 3,112 Additions 5,000 5,000 Withdrawals (1,138) (1,000) (1,000) Ending Balance $ 3,112 $ 3,112 $ 8,112 $ 7,112 $ 7,112 $ 7,112 7,112 Available Cash 5,004 9,911 9,896 10,194 9,999 10,991 9,829 10,421 9,895 10,537 9,973 8,537 8,011 8,603 8,603 5/19/2015, 12:11 AM Page 1 of 2

16 hcm Doc#58-1 Filed 06/04/15 Entered 06/04/15 14:48:08 Exhibit A Pg 11 of 11 El Paso Children's Hospital Weekly Cash Forecast (for weeks ending) Actuals Through: 5/15/2015 <<< Pre petition Post petition >>> Month May May May Jun Jun Jun Jun Jul Jul Jul Jul Jul Aug Aug Actual Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Week 7 Week 8 Week 9 Week 10 Week 11 Week 12 Week Week 5/15/15 5/22/15 5/29/15 6/5/15 6/12/15 6/19/15 6/26/15 7/3/15 7/10/15 7/17/15 7/24/15 7/31/15 8/7/15 8/14/15 Total UMC Balance TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD Texas Tech Balance Rollforward Beginning Balance $ 8,577 $ 9,377 $ 9,377 $ 9,377 $ 9,377 $ 10,277 $ 10,277 $ 9,884 $ 10,884 $ 10,924 $ 10,924 $ 10,964 $ 9,964 $ 9,964 9,964 Accruals/Invoices , ,100 Payments (100) (40) (40) (433) (1,000) (1,513) Adjustments Total $ 9,377 $ 9,377 $ 9,377 $ 9,377 $ 10,277 $ 10,277 $ 9,884 $ 10,884 $ 10,924 $ 10,924 $ 10,964 $ 9,964 $ 9,964 $ 9,964 $ 10,550 Restructuring Costs / Professional Fees Jackson Walker $ (439) AlixPartners $ (135) Other Total $ (574) $ $ $ (200) (100) $ $ (300) $ $ $ $ (200) $ (200) (100) $ $ (500) $ $ (200) (400) (200) $ $ (800) Other Non Recurring Disbursements Navigant Cymetrix 401K Employer Contribution Total $ $ $ $ $ $ $ Note: (1) Week of May 15 includes Monday (5/18) payment activity (2) UMC facility lease payment deferred until after post emergence date 5/19/2015, 12:11 AM Page 2 of 2

17 hcm Doc#58-2 Filed 06/04/15 Entered 06/04/15 14:48:08 Proposed Order Pg 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS EL PASO DIVISION IN RE: EL PASO CHILDREN S HOSPITAL CORPORATION, CASE NO DEBTOR. CHAPTER 11 EIN: ALAMEDA AVENUE EL PASO, TEXAS ORDER GRANTING JOINT MOTION TO CONTINUE FINAL HEARING ON CASH COLLATERAL CAME ON FOR CONSIDERATION the Joint Motion to Continue Final Hearing on Cash Collateral ( Joint Motion ) filed by the Debtor and El Paso County Hospital District d/b/a University Medical Center ( UMC ). The Court, having reviewed same, and found that notice of the Joint Motion was proper, is of the opinion that the Joint Motion should be granted; it is therefore is further ORDERED ADJUDGED and DECREED that the Joint Motion is hereby GRANTED; it 1

18 hcm Doc#58-2 Filed 06/04/15 Entered 06/04/15 14:48:08 Proposed Order Pg 2 of 2 ORDERED that the final hearing on the Cash Collateral Motion (as defined in the Joint Motion) is hereby reset to July 14, 2015 at 9:30 a.m. (MT), and 10:30 a.m. (CT) in El Paso, Texas. Prepared and submitted by: Jackson Walker LLP 100 Congress Avenue, Suite 1100 Austin, Texas Patricia B. Tomasco State Bar No Jennifer F. Wertz State Bar No ptomasco@jw.com jwertz@jw.com ### PROPOSED COUNSEL FOR THE DEBTOR Louis R. Strubeck, Jr. State Bar No Liz Boydston State Bar No Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 2600 Dallas, Texas (214) Main Telephone (214) Main Facsimile louis.strubeck@nortonrosefulbright.com liz.boydston@nortonrosefulbright.com COUNSEL FOR EL PASO COUNTY HOSPITAL DISTRICT D/B/A UNIVERSITY MEDICAL CENTER OF EL PASO v /

19 hcm Doc#58-3 Filed 06/04/15 Entered 06/04/15 14:48:08 Service List Pg 1 of 2 TEXAS TECH UNIVERSITY 4800 ALBERTA EL PASO, TX MEDASSETS, INC. P.O. BOX ATLANTA, GA CARDINAL HLTH MED PROD & SVC P.O. BOX DALLAS, TX AMERISOURCE BERGEN DRUG CORP. P.O. BOX PASADENA, CA ACCREDO HEALTH GROUP, INC. P.O. BOX CHARLOTTE, NC CHILDREN'S HOSPITAL ASSOC. TX 823 CONGRESS AVE., SUITE 1500 AUSTIN, TX HILL ROM P.O. BOX PITTSBURGH, PA PROLACTA BIOSCIENCE, INC. 757 BALDWIN PARK BLVD. ATTN: ACCOUNTS RECEIVABLE CITY OF INDUSTRY, CA ABBOTT LABS P.O. BOX ATLANTA, GA DEPT OF HEALTH & HUMAN SER HHSC - ARTS P.O. BOX AUSTIN, TX NOVA BIOMEDICAL CORP. P.O. BOX BOSTON, MA INO THERAPEUTICS, LLC P.O. BOX FRONTAGE RD., 3RD FLOOR HAMPTON, NJ CERNER CORPORATION P.O. BOX KANSAS CITY, MO BUNNELL INCORPORATED 436 SOUTH LAWNDALE DR. SALT LAKE CITY, UT PASO DEL NORTE HIE 221 N. KANSAS ST., STE EL PASO, TX JOHNSON & JOHNSON/ETHICON 5972 COLLECTIONS CENTER CHICAGO, IL INTEGRA LIFESCIENCES SALES LLC P.O. BOX ATLANTA, GA STAPLES ADVANTAGE DEPT DAL P.O. BOX CHICAGO, IL TMHP FINANCIAL DEPARTMENT B RIATA TRACE PKWY SUITE 100 AUSTIN, TX SMITH AND NEPHEW, INC. P.O. BOX DALLAS, TX BECKMAN COULTER, INC. DEPT CH PALATINE, IL FEDERAL REPUBLIC OF GERMANY OFFICE OF DEFENSE ADMIN SUNRISE VALLEY DR. RESTON, VA KLS MARTIN L P P.O. BOX DALLAS, TX ABBOTT NUTRITION 75 REMITTANCE DR., STE 1310 CHICAGO, IL VAPOTHERM, INC. ATTN: ACCOUNTS RECEIVABLE 165 LOG CANOE CIRCLE, SUITE B STEVENSVILLE, MD SUPERIOR HEALTH P.O. BOX 3000 FARMINGTON, MO AETNA US HEALTHCARE P.O. BOX LEXINGTON, KY 40512

20 hcm Doc#58-3 Filed 06/04/15 Entered 06/04/15 14:48:08 Service List Pg 2 of 2 BIOMET MICROFIXATION 75 REMITTANCE DR. SUITE 3283 CHICAGO, IL GULF COAST PHARMACEUTICAL PLU P.O. BOX 6704 GREENVILLE, SC SUTURE EXPRESS P.O. BOX KANSAS CITY, MO UMC OF EL PASO 4815 ALAMEDA AVE. EL PASO, TX CHRISTOPHER A. WARD POLSINELLI PC 222 DELAWARE AVENUE, SUITE 1101 WILMINGTON, DE JAMES H. BILLINGSLEY POLSINELLI, PC 2501 N HARDWOOD, SUITE 1900 DALLAS, TEXAS STRYKER ORTHOPAEDICS PURKEY & ASSOCIATES 5050 CASCADE RD., SE, SUITE A GRAND RAPIDS, MI UNITED STATES TRUSTEE KEVIN EPSTEIN, TRIAL ATTORNEY 615 E HOUSTON STREET, ROOM 533 SAN ANTONIO, TEXAS INTERNAL REVENUE SERVICE CENTRALIZED INSOLVENCY OFFICE PO BOX 7346 PHILADELPHIA, PA UNITED STATES ATTORNEY 700 E SAN ANTONIO, SUITE 200 EL PASO, TEXAS TEXAS WORKFORCE COMMISSION TEC BUILDING BANKRUPTCY 101 E. 15TH STREET AUSTIN, TEXAS UNITED STATES ATTORNEY GENERAL DEPARTMENT OF JUSTICE 950 PENNSYLVANIA AVENUE NW WASHINGTON, D.C HAL F. MORRIS ASHLEY F. BARTRAM CHRISTOPHER S. MURPHY TEXAS ATTORNEY GENERAL S OFFICE BANKRUPTCY & COLLECTIONS DIVISION PO BOX MC 008 AUSTIN, TEXAS TEXAS COMPTROLLER OF PUBLIC ACCOUNTS REVENUE ACCOUNTING DIVISION BANKRUPTCY SECTION PO BOX AUSTIN, TEXAS LOUIS R. STRUBECK, JR. ELIZABETH N. BOYDSTON NORTON ROSE FULBRIGHT US LLP 2200 ROSS AVENUE, SUITE 3600 DALLAS, TEXAS v /00008