Case Document 358 Filed in TXSB on 06/08/15 Page 1 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

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1 Case Document 358 Filed in TXSB on 06/08/15 Page 1 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE : UNIVERSITY GENERAL HEALTH SYSTEM, INC., et al., Debtors. 1 Chapter 11 Case No Jointly Administered AMENDED AFFIDAVIT OF JOHN F. HIGGINS IN SUPPORT OF DEBTORS APPLICATION FOR APPROVAL OF RETENTION OF PORTER HEDGES LLP AS BANKRUPTCY COUNSEL STATE OF TEXAS COUNTY OF HARRIS felony. JOHN F. HIGGINS, being duly sworn, deposes and says: 1. I am over eighteen years of age and have not been convicted of committing any 2. I have personal knowledge of all of the facts stated in this Affidavit. 3. I am an attorney at law admitted to practice in the State of Texas. 4. I am a partner of the law firm of Porter Hedges LLP ( PH ), which maintains offices for the practice of law at 1000 Main Street, 36th Floor, Houston, Texas The attorneys employed by the firm who will assist in the representation of the Debtors are duly authorized to practice law in the State of Texas and/or in various other state and federal courts. 5. This Amended Affidavit is submitted pursuant to Rule 2014 of the Federal Rules of Bankruptcy Procedure, in support of the Debtors Application for Approval of the Retention 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: University General Health System, Inc. (7964), UGHS Autimis Billing, Inc. (3352), UGHS Autimis Coding, Inc. (3425), UGHS ER Services, Inc. (6646), UGHS Hospitals, Inc. (3583), UGHS Management Services, Inc. (4100), UGHS Support Services, Inc. (3511), University General Hospital, LP (7964), and University Hospital Systems, LLP (3778).

2 Case Document 358 Filed in TXSB on 06/08/15 Page 2 of 5 of Porter Hedges LLP as Bankruptcy Counsel (the Application ) filed by University General Health System, Inc., et al. (the Debtors ), debtors and debtors in possession in the abovecaptioned chapter 11 cases. The Court entered the order granting the Application on April 13, In accordance with the requirements of section 327(a) of the Bankruptcy Code and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, PH neither holds nor represents any interest materially adverse to the Debtors or their estates with respect to the matters for which the Debtors propose to retain PH. 7. Neither I, PH, nor any of its partners, of counsel, associates or other attorneys, insofar as I have been able to ascertain, has any connection with the above-captioned Debtors, their creditors, or any other party in interest herein, or their respective attorneys, the United States Trustee or any person employed in the office of the United States Trustee, except as set forth herein. PH has made an investigation of disinterestedness prior to submitting this Affidavit, which includes conducting a firm-wide conflicts check as to the Debtors, their officers and directors, their secured creditors, and the Debtors consolidated list of top 40 largest unsecured creditors. 8. PH has the following connections with the Debtors, its insiders and known creditors, other parties in interest, and their respective attorneys and accountants: PH currently represents Summer Energy, LLC, one of the 40 largest unsecured creditors, in employment matters unrelated to the Debtors. PH currently represents several physician-owners of Cleveland Imaging & Surgical Hospital, LLC ( CISH ) in a chapter 11 case in this district. Diane Crumley, the principal of Vital Weight Control, Inc., is a member of the unsecured creditors committee in the Debtors cases. Ms. Crumley has worked with PH s physician clients on certain matters related to the reopening and reorganization of CISH. PH currently represents the following affiliates of the Debtors: TrinityCare Senior Living, LLC; UGHS Senior Living, Inc.; UGHS Senior Living of Port Lavaca, LLC; UGHS 2

3 Case Document 358 Filed in TXSB on 06/08/15 Page 3 of 5 Senior Living of Knoxville, LLC; UGHS Senior Living of Pearland, LLC; UGHS Senior Living Real Estate of Port Lavaca, LLC; UGHS Senior Living Real Estate of Knoxville, LLC; UGHS Senior Living Real Estate of Pearland, LLC; UGHS Senior Living Real Estate, LLC; TrinityCare Lighthouse of Pearland, LLC; and TrinityCare Senior Living of Covington, LLC (collectively, the Senior Living Entities ). The Debtors assert claims against the Senior Living Entities. Stryker Craniomaxillofacial, a Division of Stryker Corporation ( Stryker ) is a creditor of the Debtors and has filed a proof of claim with the Bankruptcy Court. My son, Sean M. Higgins, is employed by Stryker as a manufacturing engineer. Sean has no involvement with the Debtors. 9. PH is not a creditor of the Debtors. As set forth in the Disclosure of Compensation filed herewith, all prepetition fees and expenses of PH were paid prior to the filing of the petitions. 10. On February 24, 2015, the Debtors paid PH an initial retainer of $50, PH received additional retainers and payments totaling $104, for services and expenses already rendered and to be rendered. Subsequent to receipt of the retainers and payments and prior to the Petition Date, PH applied $59, to invoices for legal services and reimbursable expenses rendered through the Petition Date. As of the Petition Date, the balance of the retainer was $95, If, after reconciliation of the amount of the prepetition drawdown and payment, PH s estimate of its prefiling fees and expenses is greater than the actual fees and expenses, PH will transfer such excess amount to the retainer account established for the Debtors. The retainer will be held in trust pending Court approval of postpetition compensation requests or further order of the Court. 11. PH will seek approval of payment of compensation upon PH s filing of appropriate applications for allowance of interim or final compensation pursuant to sections 330 and 331 of the Bankruptcy Code and consistent with procedures orders that may be entered by this Court approving interim requests. 3

4 Case Document 358 Filed in TXSB on 06/08/15 Page 4 of Except as indicated above, the matters described in Paragraph 8 of this Affidavit do not prevent PH from being disinterested with respect to its current representation of the Debtors. 13. Neither I, nor PH currently represents the interests of any creditors or any equity security holder of any security of the Debtors in connection with the Debtors case or any other matter other than as set forth in Paragraph 8 of this Affidavit. 14. PH does not believe that the representation described in Paragraph 8 will in any way interfere with or impair PH s independent, professional judgment in representing the Debtors. 15. PH is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code in that PH, its partners and attorneys: A. Are not creditors, equity security holders or insiders of the Debtors; B. Are not, and were not within 2 years before the date of the filing of the petitions, a director officer, or employee of the Debtors; and C. Do not have an interest materially adverse to the interest of the estate or of any class or creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. 16. As set forth above, PH is being retained as bankruptcy counsel for the Debtors. 17. PH intends to apply for compensation for professional services rendered in connection with these chapter 11 cases subject to the approval of this Court and in compliance with applicable provisions of the Bankruptcy Code and orders of this Court, on an hourly basis, plus reimbursement of actual and necessary expenses and other charges incurred by PH. The range of billing rates currently in effect and charged by PH professionals designated to represent the Debtors are set forth below: 4

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