of Interim and Final Orders Authorizing the Debtors to Use

039132-06828/4819-3606-9086.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF TENNESSEE

NASHVILLE DIVISION

) In re: ) Chapter 11 ) MTPC, LLC, THE PROTON THERAPY CENTER, LLC, PCPT HAMLIN, LLC,

) ) ) ) ) ) )

Case No. 3:20-bk-05438 (RSM) Judge Randal S. Mashburn

Debtors. ) ) (Jointly Administered) 1

NOTICE OF FILING OF FIFTH INTERIM CASH COLLATERAL ORDERS

1. On December 15, 2020 (the “Petition Date”), MTPC, LLC and its debtor affiliates,

as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the

“Debtors”), each commenced with this Court a voluntary case under chapter 11 of title 11 of the

United States Code.

2. On the Petition Date, the Debtors filed the Debtors’ Emergency Motion For Entry

of Interim and Final Orders Authorizing the Debtors to Use Cash Collateral, Granting Adequate

Protection, and Scheduling a Final Hearing Thereon (Docket No. 14) (the “Cash Collateral

Motion”). On December 22, 2020, the Court entered the Interim Order (I) Authorizing the Debtor

to Use Cash Collateral; (II) Granting Adequate Protection; (III) Scheduling a Final Hearing; and

(IV) Granting Related Relief (Docket No. 69) (the “First Interim Order”).

1 The jointly administered respective case numbers in these Chapter 11 cases include: MTPC, LLC (“MTPC”),

Case Number 3:20-bk-05438; The Proton Therapy Center, LLC (“PCPTK”), Case Number 3:20-bk-0549; PCPT Hamlin, LLC (“PCPT Hamlin”), Case Number 3:20-bk-05440. The Debtor’s service address is: 1400 Dowell Springs Boulevard, Suite 350, Knoxville, TN 37909-2447.

Case 3:20-bk-05438 Doc 328 Filed 03/01/21 Entered 03/01/21 16:42:40 Desc MainDocument Page 1 of 70

039132-06828/4819-3606-9086.2 2

3. On January 21, 2021, the Court entered a second interim order authorizing the use

of Cash Collateral (as defined in the Cash Collateral Motion) on an interim basis with respect to

MTPC, LLC (Docket No. 170) (the “MTPC Second Interim Order”) and The Proton Therapy

Center, LLC (Docket No. 171) (the “TPTC Second Interim Order”).

4. On February 1, 2021, the Court entered a third interim cash collateral order for

MTPC, LLC (Docket No. 250) (the “MTPC Third Interim Order”) and The Proton Therapy

Center, LLC (Docket No. 251) (the “TPTC Third Interim Order”).

5. On February 17, 2021, the Court entered a fourth interim cash collateral orders for

MTPC, LLC (Docket No. 300) (the “MTPC Fourth Interim Order”) and The Proton Therapy

Center, LLC (Docket No. 301) (the “TPTC Fourth Interim Order”).

6. Counsel for the Debtors and other parties in interest have continued to negotiate the

terms of a fifth interim cash collateral order for each of MTPC, LLC (the “MTPC Fifth Interim

Order”) and The Proton Therapy Center, LLC (the “TPTC Fifth Interim Order”; collectively,

the “Fifth Interim Orders”).

7. A redline reflecting a comparison of the MTPC Fourth Interim Order to the MTPC

Fifth Interim Order is attached hereto as Exhibit A. A redline reflecting a comparison of the TPTC

Fourth Interim Order to the TPTC Fifth Interim Order is attached hereto as Exhibit B.

8. Each of the Fifth Interim Orders will have as an exhibit an updated budget

extending the initial budget filed with the Cash Collateral Motion through April 2, 2021. The

budget for the MTPC Fifth Interim Order is attached hereto as Exhibit C. The budget for the TPTC

Fifth Interim Order is attached hereto as Exhibit D.

9. Following the hearing on March 2, 2021, the Debtors intend to submit proposed

orders substantially similar to the orders attached hereto for entry by the Court.


039132-06828/4819-3606-9086.2 3

Dated: March 1, 2021 Respectfully submitted,

WALLER LANSDEN DORTCH & DAVIS, LLP

/s/ David E. Lemke David E. Lemke (Tenn. Bar No. 013586) Tyler N. Layne (Tenn. Bar No. 033401) Gabriela Smith (admitted pro hac vice) 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: [email protected] [email protected] [email protected]

-and-

/s/ Marcus A. Helt Marcus A. Helt (admitted pro hac vice) Texas Bar No. 24052187 FOLEY & LARDNER LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Tel: (214) 999-4526 Fax: (214) 999-4667 Email: [email protected] Jack G. Haake (admitted pro hac vice) D.C. Bar No. 87590 FOLEY & LARDNER LLP Washington Harbour 3000 K Street, Suite 600 Washington, D.C. 20007 Tel: (202) 295-4085 Fax: (202) 672-5399 Email: [email protected] Counsel for the Debtors and Debtors in Possession


039132-06828/4819-3606-9086.2 4

CERTIFICATE OF SERVICE

I do hereby certify that on March 1, 2021, a true and correct coy of the foregoing pleading was served via CM/ECF to all parties authorized to receive electronic notice in these cases.

/s/ David E. Lemke David E. Lemke


Exhibit A

Redline of Fifth Interim Order (MTPC, LLC)


039132-06828/4832-1117-53884827-8201-0590.1


NASHVILLE DIVISION


) ) ) ) ) ) )



THIS PLEADING APPLIES ONLY TO THE MTPC, LLC, CASE NO. 20-05438

FOURTHFIFTH INTERIM ORDER (I) AUTHORIZING THE DEBTOR TO USE CASH COLLATERAL; (II) GRANTING ADEQUATE PROTECTION;

(III) SCHEDULING A FINAL HEARING; AND (IV) GRANTING RELATED RELIEF

This FourthFifth interim order is entered on the motion (the “Motion”) of MTPC, LLC

and the Proton Therapy Center, LLC 2 seeking entry, on an emergency basis, of an interim order

(the “Interim Order”) and a final order (a “Final Order”), pursuant to sections 105, 361, and 363

of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy

Code”), Rule 4001 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and

LBR 2081-1 and 9075-1 of the Local Bankruptcy Rules for the Middle District of Tennessee

(the “Local Rules”): (i) authorizing the Debtor’s use of collateral, including Cash Collateral (as

1 The jointly administered respective case numbers in these Chapter 11 cases include: MTPC, LLC (“MTPC”), Case Number 3:20-bk-05438; The Proton Therapy Center, LLC (“PCPTK”), Case Number 3:20-bk-0549; PCPT Hamlin, LLC (“PCPT Hamlin”), Case Number 3:20-bk-05440. The Debtor’s service address is: 1400 Dowell Springs Boulevard, Suite 350, Knoxville, TN 37909-2447. 2 For the avoidance of doubt, this cash collateral order only applies to MTPC, LLC and does not apply to PCPT Hamlin, LLC or the Proton Therapy Center, LLC.


2 039132-06828/4832-1117-53884827-8201-0590.1

defined herein); (ii) providing adequate protection; (iii) scheduling a final hearing (the “Final

Hearing”) to consider the relief requested in the Motion and the entry of a Final Order; and

(iv) approving the form of notice with respect to the Interim Order and the Final Hearing.

Capitalized terms used in this Interim Order but not specifically defined herein have the

meanings set forth in the Motion.

The terms and conditions of the use of Cash Collateral authorized by the Interim Order

have been agreed to by and between MPTC, LLC (“MPTC” or the “Debtor”) and UMB Bank,

N.A., in its capacity as successor Bond Trustee under the Bond Indenture (the “Bond Trustee”)

as follows:

The Debtor’s Chapter 11 Case; Procedural Background; Jurisdiction; Notice A. On December 15, 2020 (the “Petition Date”), the Debtor filed a voluntary petition

for relief (the “Bankruptcy Cases”) with this Court (the “Court”) under Chapter 11 of Title 11

of the Bankruptcy Code.

B. MTPC is a Tennessee limited liability company that was organized in 2014. The

members of MTPC are nonprofit organizations and consist of Provision Trust (48%), Issachar

Fund (26%) and Provision CARES Foundation, Inc. (26%). MTPC and Provision Trust have

each received a determination letter from the Internal Revenue Service indicating that they are

exempt from federal-income taxation as provided in Section 501(a) of the IRC by virtue of its

status as an organization described in Section 501(c)(3) of the IRC. MTPC is a proton-therapy

cancer treatment center that serves a multi-state area of the Southeastern United States and began

operations in 2018. In June 2015, MTPC received a CON from the State of Tennessee. MTPC

is located in a 43,500 square-foot building adjacent to the campus of the Williamson Medical


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Center. MTPC is a freestanding center with three active treatment rooms including one fixed

beam and two gantries.

The Secured Bond Obligations C. The Debtor is obligated to the Bond Trustee for the benefit of the beneficial holders

of the tax-exempt Bonds (as defined below) authorized and issued by The Health and

Educational Facilities Board of the City of Franklin (the “Issuer”) for the benefit of the Debtor.

D. The Issuer issued its $113,660,000 aggregate principal amount of Revenue Bonds,

comprised of $108,660,000 (the “Secured Series 2017 Nashville Bonds”); and a series of

subordinate bonds in the aggregate principal amount of $5,000,000 (the “Subordinate Secured

2017 Nashville Bonds” and together with the Secured Series 2017 Nashville Bonds, the

“Secured Series 2017 Nashville Bonds”) pursuant to that certain MTPC Master Trust Indenture

between the Issuer and Bond Trustee (the “Indenture”).

E. The proceeds of the Series 2017 Nashville Bonds were loaned to MTPC pursuant

to a Loan Agreement dated as of June 1, 2017, between the Nashville Issuer and MTPC (the

“MTPC Loan Agreement”). MTPC used the proceeds of the Series 2017 Nashville Bonds to: (a)

refinance certain outstanding debt that originally was used to acquire, construct and equip the

Nashville Center, (b) finance improvements to the Nashville Center, (c) finance capitalized

interest, (d) fund a debt service reserve fund, and (e) finance costs of issuance.

F. Pursuant to the MTPC Master Trust Indenture, the MTPC Loan Agreement, and

the Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing

executed and delivered by MTPC, as Grantor, the MTPC Master Trustee was granted a security

interest in, among other things, all of MTPC’s right, title, and interest in: (a) certain real property

listed therein (the “Nashville Real Property”); (b) all buildings improvements and fixtures of


4 039132-06828/4832-1117-53884827-8201-0590.1

every kind, and all machinery, equipment and property that are or shall be attached, or be deemed

to be fixtures and a part of such Nashville Real Property; (c) all equipment, materials, supplies

and other property of every kind or nature whatsoever, now or hereafter owned by MTPC or in

which it has or shall have an interest, procured for incorporation in or to be affixed to buildings

or other improvements on the subject Nashville Real Property or appurtenant thereto; (d) all

furniture, furnishings, equipment and other items of tangible personal property now owned or

in which MTPC has an interest or hereafter acquired by MTPC that are used or useful in the

buildings or other improvements on such Nashville Real Property; and (e) all rentals, income,

issues and profits that may accrue from the aforesaid land and improvements or any part thereof

(the “Nashville DOT Collateral”).

G. The MTPC Master Indenture also provides for security interest in favor of the

MTPC Master Trustee in “all receipts, revenues, rentals, income, insurance proceeds (including,

without limitation, all Medicaid, Medicare and other third party payments), condemnation

awards and other moneys received by or on behalf of” any member of the Obligated Group, and

all rights to receive the same and all proceeds of such rights (the “Nashville Gross Revenues,”

and collectively with the Nashville DOT Collateral, the “Prepetition Nashville Collateral”). The

Secured Series 2017 Nashville Notes have the benefit of the Prepetition Nashville Collateral.

H. On or about April 15, 2020, UMB replaced U.S. Bank National Association, as the

MTPC Master Trustee.

I. As of the Petition Date and prior to accounting for prepetition set off by the Bond

Trustee , there was approximately $108,660,000 in principal amount outstanding on the Secured

Series 2017 Nashville Bonds; and approximately $5,000,000 in principal amount outstanding

on the Unsecured Series 2017 Nashville Bonds. These amounts do not account for the offset


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after acceleration of the Bonds by the Bond Trustee of various funds established under the

Master Trust Indenture (the “Bond Trustee Funds”) and which the Debtor acknowledges were

held by the Bond Trustee in trust for the benefit of the Bondholders and that the Bond Trustee is

entitled to use the Bond Trustee Funds in accordance with the terms of the Bond Documents (as

defined below). Notwithstanding these acknowledgements by the Debtor, and subject to

paragraph 24, the Debtor agrees not to contest, and the Court finds, that the Bond Trustee Funds

are held in trust for the Bondholders and are a part of the Prepetition Bond Collateral (as defined

herein).

Security for the Bond Obligations J. Subject to paragraph 24, the Debtor has granted the Bond Trustee a first-priority

security interest in, among other things, (i) all revenue, accounts receivable, and Gross Revenues

(as defined in the Master Trust Indenture), and (ii) certain land defined in the Master Trust

Indenture as the “Premises” and further defined therein and as fully described in that certain

Master Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing

dated June 1, 2017 (the “Deed of Trust” and with the Indenture, the Master Indenture, the Loan

Agreement and any other document or agreement delivered as security for, or in respect to, the

Bonds or the Debtor’s obligations under any of such documents, collectively the “Bond

Documents”). In addition, and subject to paragraph 24, the Debtor granted a security interest in

favor of the Bond Trustee in any and all accounts, chattel paper, goods, documents, instruments,

general intangibles, deposit accounts, investment property, equipment, inventory, fixtures and

any and all other personal property of any kind or character defined in and subject to the

provisions of the Uniform Commercial Code, as enacted in the State of Tennessee, including the

supporting obligations thereof, proceeds and products of and from any and all such personal


6 039132-06828/4832-1117-53884827-8201-0590.1

property used in connection with or arising out of the operation and use of the improvements

located on the Premises and any substitutions or replacements therefor. Pursuant to these grants,

and subject to paragraph 24, the Bond Trustee holds first-priority liens and security interests in

substantially all of the Debtor’s real and personal property as security for its obligations

associated with the Bonds (all such collateral together with the other collateral described in the

Bond Documents, the “Prepetition Bond Collateral”).

K. Subject to paragraph 24, the Debtor acknowledges, admits, agrees, and stipulates

that the Bond Claim (a) constitutes its legal, valid, binding, enforceable, and non-avoidable

obligation; (b) is not subject to setoff, counterclaim, or subordination of any kind; and (c) is

secured by first-priority liens and security interests (the “Prepetition Liens”) in the Prepetition

Bond Collateral.

Use of Cash Collateral and Need for Adequate Protection L. The Debtor has requested the use of Cash Collateral (as defined below) in

connection with the Bankruptcy Cases to ensure that the patients are treated, operations are

maintained, and going-concern value is preserved and maybe maximized for the Debtor’s estate

and its constituents, including employees. Pursuant to the Bankruptcy Code, the Debtor is

required, upon the Bond Trustee’s request, to provide adequate protection to the Bond Trustee

in respect of the Debtor’s use of Cash Collateral. The Bond Trustee has informed the Debtor and

this Court that the Bond Trustee does not consent to the use of Cash Collateral except on the

terms and conditions of this Interim Order.

M. Without the use of Cash Collateral of at least $4,848,0266,394,640 in the aggregate

on an interim basis through the date of the final hearing on the Motion (on or about March 5April

2, 2021), the Debtor would suffer immediate and irreparable harm pending a final hearing on


7 039132-06828/4832-1117-53884827-8201-0590.1

the Motion because it is likely that, without the use of Cash Collateral, the Debtor would not be

able to provide the necessary care to its patients or to operate its business and would likely be

required to cease operations immediately. At a minimum, the Debtor’s inability to use Cash

Collateral would disrupt the Debtor’s operations as a going concern and would otherwise not be

in the best interests of the Debtor, its estate, or creditors, including the Bondholders, and patients

being treated at the Facility. In lieu of giving the Bond Trustee relief from stay or attempting to

obtain this Court’s approval for use of Cash Collateral on a non-consensual basis, the Debtor

wishes to provide adequate protection of the liens and security interests of the Bond Trustee in

Cash Collateral and other Prepetition Bond Collateral on the terms set forth in this Interim Order,

reflecting the agreement of the Debtor and the Bond Trustee.

N. Subject to paragraph 24, the Debtor agrees that it shall not take any action to assert

that: (i) the Bond Claim is not a valid, binding, and allowed claim against the Debtor’s estate;

(ii) the Bond Claim is not secured by valid, enforceable, duly perfected first-priority liens on and

security interests in the Prepetition Bond Collateral pursuant to the Bond Documents, and

(iii) either the Bond Claim or the liens or security interests securing the Bond Claim, are subject

to avoidance or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy

law.

O. Subject to paragraph 24, the Debtor agrees that the Bond Trustee shall not be

deemed to be in control of the operations of the Debtor or to be acting as a “responsible person,”

“managing agent,” or “owner or operator” (as such terms or any similar terms are used in the

United States Comprehensive Environmental Response, Compensation and Liability Act, as

amended, or any similar Federal or state statute) with respect to the operation or management of

the Debtor, notwithstanding the actions contemplated by this Interim Order, the Bond Trustee’s


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consent to this Interim Order or the Bond Trustee’s extension of financial accommodations of

any type, kind, or nature under this Interim Order.

P. On December 22, 2020, the Court entered the Interim Order (I) Authorizing the

Debtor to Use Cash Collateral; (II) Granting Adequate Protection; (III) Scheduling a Final

Hearing; and (IV) Granting Related Relief [Dkt. No. 69] (the “First Interim Order”) providing

authority to use cash collateral through January 8, 2021. On December 29, 2020, the Court held

an interim hearing on cash collateral. Between January 8, 2021 through and until January 15,

2021, the Bond Trustee consented to the continued use of cash collateral pursuant to the terms

of the First Interim Order. On January 14, 2021, the Court entered a second interim cash

collateral order [Dkt. No. 170]. On February 1, 2021, the Court entered a third interim cash

collateral order [Dkt. No. 250]. On February 17, 2021, the Court entered a fourth interim cash

collateral order [Dkt. No. 300].

Q. Good cause has been shown for the entry of this Interim Order.

NOW, THEREFORE, THE COURT HEREBY CONCLUDES AND ORDERS AS FOLLOWS:

1. Jurisdiction. This Court has jurisdiction over this matter pursuant to 28 U.S.C.

§§ 157(b) and 1334, and this matter constitutes a core proceeding as defined in 28 U.S.C. §

157(b)(2). Venue is proper before this Court under 28 U.S.C. §§ 1408 and 1409. The Debtor

have operated its business and managed its property as debtor in possession pursuant to 11

U.S.C. §§ 1107 and 1108. No request has been made for the appointment of a trustee or examiner

in these Bankruptcy Cases. The Office of the United States Trustee for the Middle District of

Tennessee (the “United States Trustee”) has appointed an official committee of unsecured

creditors (the “Committee”) pursuant to section 1102(a) of the Bankruptcy Code.


9 039132-06828/4832-1117-53884827-8201-0590.1

2. Notice. The Debtor has properly served notice of the Motion and the interim

hearing thereon pursuant to Sections 102, 361, 362, and 363 of the Bankruptcy Code,

Bankruptcy Rules 2002 and 4001, and the Local Rules, which notice was sent to, among others:

(a) the office of the U.S. Trustee for the Middle District of Tennessee; (b) the holders of the 30

largest unsecured claims against the debtors in the above-captioned cases on a consolidated

basis; (c) all secured creditors; (d) the Bond Trustee; (e) counsel to the trustees under the

Debtor’s prepetition revenue bonds; (f) the issuers of the Debtor’s prepetition revenue bonds;

(g) Fifth Third Bank; (h) Servis First Bank; (i) the offices of the attorneys general for the states

in which the Debtor operates; (j) the Internal Revenue Service; (k) the Tennessee Department

of Revenue; (l) Centers for Medicare and Medicaid Services; (m) the Debtor’s payroll processer;

(n) all known counsel; and (o) any party that has requested notice pursuant to Bankruptcy Rule

2002 (parties listed in subparagraphs (a)-(o) collectively, the “Notice Parties”). This notice is

appropriate in the particular circumstances and is sufficient for all purposes under the

Bankruptcy Code and the applicable Bankruptcy Rules and Local Rules in respect to the relief

requested.

3. Good Cause. Good cause has been shown for entry of this Order.

4. Disposition. The Motion is GRANTED on an interim basis on the terms set forth

in this Interim Order. The requirements of Bankruptcy Rule 4001(b)(2) and Local Rule 2081-

1(f) are satisfied with respect to the use of Cash Collateral on an interim and preliminary basis

pending a final hearing on the Motion. Any objections to the relief sought in the Motion that

have not been previously resolved or withdrawn, and all reservations of rights contained therein,

are overruled on the merits, without prejudice, however, to any such objection or reservation of

rights being reasserted in connection with the hearing on entry of the Final Order.


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5. Authorization to Use Cash Collateral. The Debtor is authorized to use, as cash

collateral (as defined in Section 363 of the Bankruptcy Code), any Gross Revenues derived by

the Debtor in the ordinary course of its business, all accounts receivable held by the Debtor, and

all amounts currently held in the Debtor’s operating accounts (the “Cash Collateral”) until the

earlier of (i) the Debtor’s ability to use Cash Collateral terminates as the result of the occurrence

of a Termination Event (as set forth below) and (ii) the last day included in the Cash Collateral

Budget (as defined below), but only on the terms of this Interim Order. Subject to the preceding

sentence, such use of Cash Collateral shall be limited solely to the categories of expenses listed

in the budget attached to the Motion as Exhibit A (the “Cash Collateral Budget”), as may be

amended from time to time with the prior written approval of the Bond Trustee, subject to

Permitted Variances. A “Permitted Variance” shall mean, for any Testing Period (as defined in

this paragraph), (i) any favorable variance, (ii) an unfavorable variance of not more than the

greater of ten (10%) percent with respect to any disbursement line item in the Cash Collateral

Budget or five (5%) percent in aggregate disbursements. Beginning on the [Wednesday] of the

week following entry of this Interim Order, and on every [Wednesday] thereafter, budget

compliance shall be tested weekly on a cumulative basis from the Petition Date, provided that

starting in the fifth week from the entry of this Interim Order, compliance will be tested weekly

on a rolling four (4) week basis (each, a “Testing Period”). If the cash disbursements in any such

period are less than the amounts for such period in the applicable Cash Collateral Budget, then

the Permitted Variance for such disbursements for the next succeeding periods shall be increased

by an amount equal to such difference (and shall continue to roll over into successive periods to

the extent such additional budgeted capacity is unused by the Debtor). The Permitted Variance

with respect to each Testing Period shall be determined and certified to the Bond Trustee by the


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Debtor not later than the 5th day immediately following each such Testing Period. The Debtor

shall provide to the Bond Trustee once each week (commencing with the second week after the

Petition Date), a weekly report certified by the Debtor’s chief financial officer and in the same

form as the Cash Collateral Budget indicating all receipts received and disbursements made by

the Debtor in the applicable Testing Period compared to the Cash Collateral Budget and detailing

any variances that are not Permitted Variance. Any request to amend the Cash Collateral Budget

shall be made by the Debtor in writing to the Bond Trustee, and such amendment shall be

effective only upon (a) approval of this Court or (b) written notice to the Debtor by the Bond

Trustee that it does not oppose the amendment, whereupon the amended Cash Collateral Budget

shall become the Cash Collateral Budget for purposes of this Interim Order and the Debtor shall

file a copy thereof with this Court and shall provide a copy thereof to any party in interest on

request to the Debtor’s counsel. Any party in interest shall have seven (7) days to object to any

amended Cash Collateral Budget filed with the Court hereunder. If an objection is timely filed,

the Court shall set a hearing on the objection as soon as practicable. If no objection is timely

filed to any amended Cash Collateral Budget, then the amended Cash Collateral Budget shall

become the Cash Collateral Budget for purposes of this Interim Order or the Final Order, as

applicable, with respect to use of Cash Collateral. In the event of a dispute concerning the Cash

Collateral Budget, all rights of the Debtor and the Bond Trustee shall be and are reserved.

6. Exclusion from Cash Collateral. The Debtor is not authorized to use and shall not

use any Gross Revenues or other Cash Collateral not derived in the ordinary course of the

Debtor’s operations, and any such income may not be used, disposed or transferred without

further order of the Court. Nothing in this Interim Order entitles the Debtor to use any Bond


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Trustee Funds, and, subject to paragraph 24, no lien or other interest in the Bond Trustee Funds

may be granted to any third party.

7. Prohibited Use of Cash Collateral. Except as expressly provided in this Interim

Order, including paragraph 24, no Cash Collateral or proceeds thereof shall be used for the

purpose of: (i) objecting to, or contesting in any manner, or raising any defense to, the validity,

amount, extent, perfection, priority, or enforceability of the Bonds, the Prepetition Bond

Collateral, the Bond Claim, or any liens or security interests with respect thereto, or any other

rights or interests of the Bond Trustee therein or in the Bond Trustee Funds; (ii) asserting any

claims or defenses or causes of action arising out of, based on, or related to, in whole or in part,

the Bonds or the Bond Documents, against the Bond Trustee, the Bondholders in their capacity

as such, or their respective agents, affiliates, subsidiaries, directors, officers, representatives,

attorneys, or advisors including, without limitation, any actions under Chapter 5 of the

Bankruptcy Code, including with respect to payments made pursuant to the Bond Documents;

(iii) paying any amounts on account of claims arising before the Petition Date, except to the

extent provided for in the Cash Collateral Budget and approved by the Court; (iv) seeking to

modify any of the rights granted to the Bond Trustee hereunder, or (v) seeking to bifurcate any

claims of the Bond Trustee.

8. Bankruptcy Code Section 552(b). Subject to entry of the Final Order, the Bond

Trustee shall be entitled to all of the rights and benefits of Bankruptcy Code section 552(b), and

the “equities-of-the-case” exception under Bankruptcy Code section 552(b) shall not apply to

the Bond Trustee.

9. Replacement Lien. As adequate protection for any diminution in the value of

Cash Collateral and other Prepetition Bond Collateral in aggregate resulting from the Debtor’s


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use thereof after the Petition Date (“Diminution”), and solely to the extent of any Diminution,

the Bond Trustee shall have a valid, perfected, and enforceable replacement lien and security

interest (the “Replacement Lien”) in (i) all assets of the Debtor existing on or after the Petition

Date of the same type as the Prepetition Bond Collateral, together with the proceeds, rents,

products, and profits thereof, whether acquired or arising before or after the Petition Date, to the

same extent, validity, perfection, enforceability, and priority of the liens and security interests

of the Bond Trustee as of the Petition Date (the “Postpetition Bond Collateral”); and (ii) all other

assets of the Debtor of any kind or nature whatsoever within the meaning of Section 541 of the

Bankruptcy Code, whether acquired or arising prepetition or postpetition, together with all

proceeds, rents, products, and profits thereof, exclusive of causes of action under Chapter 5 of

the Bankruptcy Code and proceeds thereof (the “Supplemental Collateral” and, collectively with

the Postpetition Bond Collateral, the “Collateral”). The Replacement Lien shall be subject and

subordinate to the Carve Out (as defined below) and any valid and perfected liens existing on the

Petition Date (“Prior Liens”).

10. No Further Action Required. The approval of this Interim Order by the Court

shall be sufficient and conclusive evidence of the validity, extent, enforceability, and perfection

of the Replacement Lien granted to the Bond Trustee, whether or not the Bond Trustee elects to

file or record financing statements or any other documents that may otherwise be required under

federal or state law in any jurisdiction, or to take such other steps as may otherwise be required

to obtain, evidence, or perfect such liens under applicable law; provided, however, that on the

request of the Bond Trustee, the Debtor shall execute such other documents as may be

reasonably requested to evidence and perfect such liens; that the Bond Trustee may, in its sole

discretion, but shall not be required to, file a certified copy of this Interim Order in any filing or


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recording office in any jurisdiction in which the Debtor has real or personal property; that the

Debtor is authorized and directed to execute, or cause to be executed, all such financing

statements or other documents upon the Bond Trustee’s reasonable request; and that such filing

or recording shall be accepted and shall constitute further evidence of perfection of the Bond

Trustee’s liens and security interests. No obligation, payment, transfer, or grant of security under

this Interim Order shall be stayed (other than by court order in an appeal from this Interim

Order), restrained, voidable, avoidable, or recoverable under the Bankruptcy Code or under any

otherwise applicable state law, or subject to any defense, reduction, setoff, recoupment, or

counterclaim.

11. Superpriority Claim. As additional adequate protection for any Diminution, the

Bond Trustee shall have a superpriority administrative-expense claim pursuant to Section 507(b)

of the Bankruptcy Code with recourse to and payable from any and all assets of the Debtor’s

estate, including, but not limited to, rights of the Debtor, choses in action, or claims of any kind

whatsoever, choate or inchoate, present or residual that for any reason cannot be made the subject

of the Replacement Lien (the “Superpriority Claim”). The Superpriority Claim shall be subject

only to Prior Liens and the Carve Out and shall have priority, pursuant to Section 507(b) of the

Bankruptcy Code, over any and all administrative expenses, diminution claims, and all other

claims against the Debtor, now existing or hereafter arising, of any kind whatsoever, including,

without limitation, all other administrative expenses of the kind specified in Section 503(b) of

the Bankruptcy Code, and over any and all administrative expenses or other claims arising

under Sections 105, 326, 328, 330, 331, 503(b), 506(c) (following entry of the Final Order),

507(a), 507(b), 546, 726, 1113, or 1114 of the Bankruptcy Code, and shall at all times be

senior to the rights of the Debtor, any successor trustee, or any creditor in these Bankruptcy


15 039132-06828/4832-1117-53884827-8201-0590.1

Cases or any subsequent proceedings under the Bankruptcy Code, whether or not such

expenses or claims may become secured by a judgment lien or other non-consensual lien, levy

or attachment.

12. Allowance of Claim. Except as set forth in paragraph 24, entry of this Interim

Order by the Court shall be a conclusive and binding determination on all parties (x) as to the

amount of the Bond Claim, and (y) as to the scope, extent, perfection, validity, and

enforceability, in all respects, of the Bond Trustee’s security interests and liens in the Prepetition

Bond Collateral, including, without limitation, the Cash Collateral.

13. Financial Information. As additional adequate protection of the Bond Trustee’s

security interests in the Cash Collateral, the Debtor shall allow the Bond Trustee and its

professionals and designees reasonable access, during normal business hours and on not less than

one business day’s prior notice, to the premises of the Debtor to conduct appraisals, analyses,

and/or audits of the Prepetition Bond Collateral and the Collateral (it being understood that, due

to the current public health crisis arising from the SARS Cov-2 virus (i.e., COVID-19), during

the term of this Interim Order third-parties may be restricted from physical access to the Facility

and, when such physical access is not possible due to such public health crisis, the Debtor may

satisfy this obligation by providing sufficient information to the Bond Trustee in electronic or

hard-copy format), and shall otherwise reasonably cooperate in providing any other financial

information reasonably requested by the Bond Trustee for this purpose. The Debtor and its

professionals shall be available once each week (subject to reasonable scheduling conflicts) for a

telephonic conference call with the Bond Trustee to discuss the results of operations and other

matters pertaining to the Facility and these Bankruptcy Cases. The Debtor shall provide to the


16 039132-06828/4832-1117-53884827-8201-0590.1

Bond Trustee such other reports and information as the Bond Trustee may reasonably request

from time to time.

14. Bankruptcy Proceeding Milestones. As further adequate protection against

Diminution, and subject to entry of the Final Order, the Debtor shall comply with the following

Bankruptcy milestones (the “Milestones”):

(i) the Debtor shall retain an investment banker acceptable to the Bond Trustee by filing with the Court an application to retain and employ such investment banker on or before [●];

(ii) the Debtor and its professionals (the Debtor’s professionals for purposes of these Milestones will include the investment banker) shall prepare materials for use in soliciting a sale, reorganization, recapitalization, investment, restructuring, or other transaction approved by the Court (collectively, a “Sale”) (the “Sale Materials”), which Sale Materials shall be reviewed by, and subject to input from, the Bond Trustee and its professionals, and shall deliver final copies of the same to the Bond Trustee on or before [●] (the “Materials Delivery Date”);

(iii) the Debtor will provide prospective parties with information in connection with a Sale through a virtual data room (the “VDR”) to be established and managed by the investment banker. The Debtor shall populate the VDR with all relevant information on or before the Materials Delivery Date;

(iv) the Debtor and its professionals shall actively solicit Sale proposals through a process acceptable to the Bond Trustee. The process terms shall include, without limitation, a deadline for interested parties to submit letters of intent (each, a “LOI”) to the Debtor on the date that is not more than [●] days after the Materials Delivery Date (the “LOI Deadline”);

(v) upon receipt of any LOI, the Debtor shall provide copies to the Bond Trustee and its professionals for their review and comment;

(vi) upon expiration of the LOI Deadline, the Debtor and the Bond Trustee shall evaluate any LOIs received, and reach agreement on the highest and best recovery for creditors of


17 039132-06828/4832-1117-53884827-8201-0590.1

the Debtor, including the holders of the Bonds; and to the extent the Debtor and the Bond Trustee agree on the highest and best option received from among any LOIs, such option shall become the agreed-upon Sale, whereupon the Debtor shall

a. file a bid procedures and Sale motion, in form and substance

reasonably acceptable to the Bond Trustee, on or before [●], which shall among other things,

i. sets a timetable for the Sale of the Debtor’s assets,

ii. sets a deadline by which prospective bidders must submit a written bid with a deposit on or before [●],

iii. provides that the Debtor shall deliver to the Bond Trustee copies of all bids received,

iv. sets guidelines in consultation with the Bond Trustee for determining “qualified bidders” and “qualified bids” and

v. schedules an auction of the Debtor’s assets on or before [●] if at least one qualified bid is received; and

b. consummate the Sale of substantially all of the Debtor’s assets on or

before [●].

15. Compliance With Bond Documents. As further adequate protection against

Diminution, the Debtor shall comply with those terms and provisions of the Bond Documents

set forth on Schedule B attached and incorporated herein. The requirements of this Interim Order

shall be in addition to, and not in substitution for, the terms and provisions of the Bond

Documents set forth on Schedule B; provided, however, that in the event of any inconsistency

between the Bond Documents and this Interim Order, the terms of this Interim Order shall

control.

16. Termination of Use of Cash Collateral With Notice. Seven (7) business days after

written notice sent by the Bond Trustee to the Debtor, its counsel, and the United States Trustee

of the occurrence of any one or more of the following events shall constitute a termination event


18 039132-06828/4832-1117-53884827-8201-0590.1

(a “Noticed Termination Event”) under this Interim Order, unless expressly waived in writing

by the Bond Trustee:

(i) the Debtor’s aggregate disbursements for any line item set forth in the Cash Collateral Budget exceed the disbursement line item set forth for such expenses in the Cash Collateral Budget or any subsequently approved Cash Collateral Budget, as applicable, for any Testing Period by more than the Permitted Variance;

(ii) the failure of the Debtor to pay, within ten (10) days of the applicable due date, all undisputed administrative expenses in full in accordance with their terms as provided for in the Cash Collateral Budget except for any expenses under sections 503(b)(9) or 546(c) of the Bankruptcy Code, and subject to available cash;

(iii) the failure of the Debtor to timely pay all fees due under 28 U.S.C. § 1930; and

(iv) the failure of the Debtor to comply with, keep, observe, or perform any of its agreements or undertakings under this Interim Order, including, subject to entry of the Final Order, meeting those milestones set forth in paragraph 14 of this Interim Order with dates occurring prior to the entry of the Final Order.

Unless the Debtor has cured the Noticed Termination Event(s) specified in the Bond Trustee’s

notice prior to the expiration of the seven (7) business day period (the “Default Notice Period”)

described in this paragraph 16 or obtained an order of this Court, on notice to and with the

opportunity to be heard by the Bond Trustee, that no such Noticed Termination Event has

occurred, the Debtor’s authority to use Cash Collateral hereunder shall terminate immediately at

the expiration of the Default Notice Period, without prejudice to the Debtor seeking an order of

this Court to use Cash Collateral on a non-consensual basis. During the Default Notice Period,

the Debtor may request (and the Bond Trustee agrees not to oppose) an emergency hearing before

the Court, with proper notice to the Bond Trustee, to contest the alleged occurrence or


19 039132-06828/4832-1117-53884827-8201-0590.1

continuation of a Noticed Termination Event. The Bond Trustee shall have the power to waive

any Noticed Termination Event set forth in this paragraph 16 in its sole discretion without further

order of the Court.

17. Termination of Use of Cash Collateral Without Prior Notice. The Debtor’s

authority to use Cash Collateral hereunder shall terminate without any further action by this

Court, upon the occurrence of any of the following (an “Immediate Termination Event” and

together with a Noticed Termination Event, a “Termination Event”):

(i) the Bankruptcy Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code;

(ii) the earlier of (y) the date of the entry of an order of this Court appointing a Chapter 11 trustee or an examiner with enlarged powers (beyond those set forth in Sections 1104(c) and 1106(a)(3) and (4) of the Bankruptcy Code) for the Debtor; and (z) the date the Debtor files a motion, application, or other pleading consenting to or acquiescing in any such appointment;

(iii) this Court suspends the Bankruptcy Cases under Section 305 of the Bankruptcy Code;

(iv) this Interim Order becomes stayed, reversed, vacated, amended, or otherwise modified in any respect without the prior written consent of the Bond Trustee;

(v) an order is entered in the Bankruptcy Cases over the objection of the Bond Trustee approving financing pursuant to Section 364 of the Bankruptcy Code that would grant an additional security interest or a lien on any Collateral or granting a superpriority administrative claim that is equal or superior to the superpriority administrative claim granted to the Bond Trustee under this Interim Order;

(vi) an adversary proceeding or contested matter is commenced or joined by the Debtor challenging the amount, validity, enforceability, priority, or extent of the Bond Trustee’s liens, security interests, or claims;


20 039132-06828/4832-1117-53884827-8201-0590.1

(vii) entry of an order in the Bankruptcy Cases charging any of the Prepetition Bond Collateral or the Collateral under Section 506(c) of the Bankruptcy Code;

(viii) entry of an order granting relief from any stay of a proceeding (including, without limitation, the automatic stay) so as to allow a third party (i) to proceed with execution upon a judgment in excess of $500,000, or (ii) foreclosure (or granting of a deed in lieu of foreclosure) or other remedy against any asset with a value in excess of $500,000, in each case to the extent to the extent not paid or covered by insurance provided by a carrier not disputing coverage as such carrier shall promptly confirm to the Bond Trustee in writing;

(ix) existence of any claims or charges, or the entry of any order of the Bankruptcy Court authorizing any claims or charges, other than as permitted under the Interim Order, entitled to superpriority under Section 364(c)(1) of the Bankruptcy Code pari passu or senior to the Bond Claim, or there shall arise or be granted by the Bankruptcy Court any claim having priority over any or all administrative expenses of the kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code (other than the Carve Out); and

(x) the Court fails to enter a Final Order allowing the Motion, on terms acceptable to the Bond Trustee within 30 days of the Petition Date.

Upon the occurrence of an Immediate Termination Event described in this paragraph 17, the

Debtor’s authority to use Cash Collateral hereunder shall immediately and automatically

terminate, without prejudice to the Debtor seeking an order of this Court to use Cash Collateral

on a non-consensual basis. The Bond Trustee shall have the power to waive any Immediate

Termination Event set forth in this paragraph 17 in its sole discretion without further order of

the Court.

18. Claims and Causes of Action. Subject to paragraph 24 of this Interim Order, the

Debtor hereby waives, releases, and discharges the Bond Trustee, all Bondholders in their

capacity as such, and their respective affiliates, agents, attorneys, professionals, officers,


21 039132-06828/4832-1117-53884827-8201-0590.1

directors, and employees (collectively, the “Released Parties”), from any and all claims and

causes of action arising out of, based upon, or related to, in whole or in part, the Bonds and the

Bond Documents; any aspect of the prepetition relationship between the Bond Trustee and/or

the Bondholders, and the Debtor; and any other acts or omissions by the Bond Trustee and/or

the Bondholders in connection with either the Bond Documents or the Bond Trustee’s and/or

Bondholders’ prepetition relationship with the Debtor. Further, subject to paragraph 24 of this

Interim Order, the Debtor waives any and all rights to object to or contest the amount of the

Bond Claims or the Bond Trustee’s security interest in the Prepetition Bond Collateral and

agrees not to challenge that all such claims and security interests have been duly perfected and

are in all respects valid and enforceable first priority security interests and liens.

19. Failure of Adequate Protection. Nothing herein shall constitute a waiver, release

or modification of the rights of the Bond Trustee to assert a claim under Sections 364(c) and

507(b) of the Bankruptcy Code.

20. Deemed Request for Stay Relief. This Interim Order shall be deemed to

constitute a request by the Bond Trustee for relief from the automatic stay with respect to the

Prepetition Bond Collateral for purposes of any request for adequate protection granted

hereunder.

21. No Charge on Collateral; Carve Out. In partial consideration of the Debtor’s

acknowledgement of the debt due and owing and the Debtor’s waiver of any claims under

Section 506(c) of the Bankruptcy Code (upon entry of the Final Order), the Bond Trustee

consents to certain expenses and professional fees incurred during the pendency of these

Bankruptcy Cases that shall be superior in all instances to the liens and claims of the Bond

Trustee and all other parties (the “Carve Out”). For purposes hereof, the Carve Out means the


22 039132-06828/4832-1117-53884827-8201-0590.1

sum of (a) the statutory fees of the United States Trustee pursuant to 28 U.S.C. § 1930 and the

fees of the Clerk of this Court, (b) professional fees and expenses of attorneys and financial

advisors employed by the Debtor and any Committee, pursuant to sections 327 and 1103 of the

Bankruptcy Code (collectively, the “Case Professionals”) to the extent reflected in the Cash

Collateral Budget, allowed by the Court, and incurred prior to the occurrence of a Termination

Event, (c) professional fees of Debtor’s professionals in an aggregate amount not to exceed

$[100,000] after exhaustion of retainers and professional fees of Committee’s professionals (to

the extent a Committee is appointed) in an aggregate amount not to exceed $[35,000]; provided,

however, notwithstanding anything to the contrary herein, no more than an aggregate of $25,000

of the Carve-Out may be used by the Committee to investigate the (x) amount, extent, priority,

validity, perfection or enforcement of the indebtedness of the Debtor owing to the Bond Trustee,

or (y) liens or security interests in the collateral securing such indebtedness, including challenges

to the perfection, priority or validity of the liens granted in favor of the Bond Trustee respect

thereto; in each case to the extent allowed by the Court and incurred after the occurrence of a

Termination Event., and (d) funds loaned by PCPTK to MTPC to fund MTPC’s operational

expenses in accordance with the Cash Collateral Budget and pursuant to a further order entered

by this Court. Nothing herein shall constitute a waiver of any right of the Bond Trustee to object

to fees and expenses of Case Professionals. The entry of a Final Order shall be a conclusive

and binding determination on all parties that, except for the Carve Out, no costs or expenses of

administration shall be imposed against the Bond Trustee or the Prepetition Bond Collateral or

the Collateral under Sections 105 or 506(c) of the Bankruptcy Code or otherwise.

22. Modification of Stay. The automatic stay imposed by Section 362 of the

Bankruptcy Code is hereby vacated and modified insofar as necessary to permit the Bond


23 039132-06828/4832-1117-53884827-8201-0590.1

Trustee to: (i) intentionally omitted, (ii) subject to entry of the Final Order, apply, allocate, or

make payments from any of the funds or accounts maintained by the Bond Trustee (including,

without limitation, the Bond Trustee Funds) in accordance with the terms of the Bond

Documents, and (iii) take any action expressly authorized or contemplated by this Interim

Order.

23. Preservation of Rights. If any or all of the provisions of this Interim Order are,

at any time, modified, vacated or stayed, such stay, modification, or vacation shall not affect the

validity, extent, priority, and enforceability of any lien, priority, or other benefit conferred under

this Interim Order prior to such stay, modification, or vacation.

24. Binding Effect. This Interim Order shall be binding on all creditors and parties in

interest in these Bankruptcy Cases, including, but not limited to, the Debtor and any successors

thereto, provided that no provisions of this Order shall be binding on any Chapter 11 or Chapter

7 trustee that is appointed or elected in this case until entry of the Final Order; provided, however,

that this Interim Order is without prejudice to the rights of any party in interest (other than the

Debtor) to challenge the validity, amount, perfection, priority, extent, or enforceability of the

Bond Claim or the prepetition security interests of the Bond Trustee (any and all claims and

causes of action against the Bond Trustee, including, but not limited to, any challenge to the

validity, amount, perfection, priority, extent, or enforceability of the Bond Claim or the

prepetition security interests of the Bond Trustee, a “Challenge”), so long as any Challenge is

made on or before the date that is seventy-five (75) days from the entry of the Final Order (the

“Challenge Period”), after which Challenge Period all Challenges shall be deemed finally and

conclusively barred; provided further that if one or more Challenges are timely made under this


24 039132-06828/4832-1117-53884827-8201-0590.1

paragraph 24 and properly filed, then except for such Challenges, all potential Challenges are

hereby deemed forever waived and relinquished.

25. No Competing Liens. Except as set forth herein, the Debtor shall not grant liens

on, or security interests in, the Prepetition Bond Collateral or the Collateral to any other party,

pursuant to Section 364 of the Bankruptcy Code or otherwise, without the consent of the Bond

Trustee.

26. Reservation of Rights. Except as provided in this Interim Order, neither the

Debtor nor the Bond Trustee waives any of its rights under the Bankruptcy Code, any applicable

law, or the Bond Documents, including, without limitation, the right of the Debtor or the Bond

Trustee at any time to seek any relief (or to oppose any such relief) under the Bankruptcy Code,

or the right of the Debtor or the Bond Trustee to exercise any of its rights and remedies under

the Bankruptcy Code at any time.

27. Further Relief. Nothing herein shall (i) preclude the Bond Trustee from seeking

any other relief that it may deem appropriate, including relief from the automatic stay; or

(ii) prevent the Bond Trustee from asserting at some later time that its liens and security interests

in the Prepetition Bond Collateral are not being adequately protected.

28. No Control. Nothing in this Interim Order shall cause the Bond Trustee to be





the Debtor, notwithstanding its consent to this Interim Order or its extension of financial

accommodations of any type, kind, or nature under this Interim Order.


25 039132-06828/4832-1117-53884827-8201-0590.1

29. No Third-Party Beneficiaries. Except as expressly provided herein, no rights are

created hereunder for the benefit of any third party, any creditor, or any direct, indirect or

incidental beneficiary except for the Bondholders, as set forth herein.

30. Effectiveness. The rights and obligations of the parties under this Interim Order

shall be effective and enforceable as of the Petition Date. This Interim Order shall be deemed

effective immediately and, for the avoidance of doubt, Bankruptcy Rule 6004(h) shall not apply

hereto. If any or all of the provisions of this Interim Order are hereafter reversed, modified,

vacated or stayed, such reversal, modification, vacatur, or stay shall not affect (i) the validity,

extent, priority, or enforceability of any obligations incurred prior to the actual receipt of written

notice by the Bond Trustee of the effective date of such reversal, modification, vacatur, or stay,

or (ii) the validity, extent, or enforceability of the liens and claims granted hereunder.

31. Reservation of Rights for Committee. The Committee shall have a period of

fourteen (14) days from its formation to file an objection to any term or provision of this Interim

Order.

32. Notices. All notices, requests, demands, waivers, and other communications

required or permitted to be given under this Interim Order shall be in writing and shall be deemed

to have been duly given if (a) delivered personally, (b) sent by email with a next-day or overnight

mail or delivery, or (c) sent by facsimile, with a confirming phone message or call to the

addressee:

(a) If to the Debtor to:

Marcus A. Helt Heidi H. Jeffery Foley & Lardner LLP 2021 McKinney Avenue Suite 1600 Dallas, Texas 75201 (214) 999-3000


26 039132-06828/4832-1117-53884827-8201-0590.1

with a copy sent contemporaneously by email to:

[email protected] [email protected] [email protected]

(b) If to the Bond Trustee to: Kevin J. Walsh Colleen A. Murphy Greenberg Traurig, LLP One International Place, Suite 2000 Boston, MA 02110 (617) 310-6000


[email protected] [email protected]

33. Notice of Final Hearing. The Debtor shall, within two (2) business days after

entry of this Interim Order, mail a notice of the entry of this Interim Order, together with a copy

of the Motion and notice of the Final Hearing, to the Notice Parties.

34. Budget Line-Item. The Budget attached contemplates payments for the weeks

313 through 616, for shared-service deferred payments in the aggregate amount of

$132,500150,000 coming from this Debtor.3 The Debtor has agreed to limit the use of those

funds to cover third-party payroll in the approximate aggregate amount of $225,300 and to

only use so much of the remaining budgeted amounts as is critical to maintain operations and

upon prior notice to the Bond Trustee until the March 223, 2021, hearing. The parties reserve

their rights to any shared-service deferred payments made by the Debtor.

35. Radiation Experiment Proceeds. The Debtor hereby acknowledge that all rents,

receipts, accounts, and proceeds arising from or related to the studies and experimental testing

3 The budget of The Proton Therapy Center, LLC, a co-debtor in these Bankruptcy Cases, contemplates $258,500340,934 in payments for the weeks 313 through 616 for shared-service deferred payments.


27 039132-06828/4832-1117-53884827-8201-0590.1

of the effects of radiation for third-party clients’ at the Knoxville Proton Therapy Center are

included in the Prepetition Bond Collateral under the Bond Documents, and they are subject to

the Replacement Lien granted under this Interim Order in the Postpetition Bond Collateral or

Supplemental Collateral, as applicable.

36. Adjourned Hearing; Final Hearing; Objections. A continued hearing on the

Motion shall be held on March 223, 2021 at 9:3011:00 a.m. (prevailing Central Time) at

Courtroom 1, 2nd Floor Customs House, 701 Broadway, Nashville, TN 37203. Hearing to

be conducted by Zoom Video or Zoom Audio-Only pursuant to the instructions on the Zoom

Addendum attached to this Order. The Debtor expects to set a final hearing and objection

deadline at that hearing.

37. No agreements, releases, waivers, stipulations, admissions, or acknowledgments

by the Debtor in this Interim Order shall be effective until further order of the Court.

This Order was signed and entered electronically as indicated at the top of the first page.

# # # Approved for entry: WALLER LANSDEN DORTCH & DAVIS, LLP /s/ David E. Lemke David E. Lemke (Tenn. Bar No. 013586) Tyler N. Layne (Tenn. Bar No. 033401) Gabriela Smith (admitted pro hac vice) 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: [email protected] [email protected] [email protected]


28 039132-06828/4832-1117-53884827-8201-0590.1

FOLEY & LARDNER LLP /s/ Marcus A. Helt Marcus A. Helt (admitted pro hac vice) Texas Bar No. 24052187 FOLEY & LARDNER LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Tel: (214) 999-4526 Fax: (214) 999-4667 Email: [email protected] Jack G. Haake (admitted pro hac vice) D.C. Bar No. 87590 FOLEY & LARDNER LLP Washington Harbour 3000 K Street, Suite 600 Washington, D.C. 20007 Tel: (202) 295-4085 Fax: (202) 672-5399 Email: [email protected] Counsel for the Debtors and Debtors in Possession


039132-06828/4832-1117-5388.1 4829-7843-4780.3

Schedule A

[Cash Collateral Budget]


039132-06828/4832-1117-5388.1 4829-7843-4780.3

Schedule B

[Compliance Covenants] Relating to the Loan Agreement Section 4.4 (regarding compliance with regulatory requirements) Section 4.8 (regarding tax exemption) Section 4.9 (regarding expenditures on the project) Section 4.10 (regarding tax exempt status) Section 4.11 (regarding disposition of the project) Section 6.1 (regarding maintenance of project) Section 6.2 (regarding insurance) Relating to the Master Indenture Section 4.06 (regarding maintenance of properties) Section 4.07 (regarding corporate existence) Section 4.08 (regarding preservation of qualifications) Section 4.10 (regarding insurance) Section 4.11 (regarding rates and charges) Section 4.12 (regarding damage or destruction) Section 4.13 (regarding condemnation)


039132-06828/4819-3606-9086.2 2

Exhibit B

Redline of Fifth Interim Order (The Proton Therapy Center, LLC)


039132-06828/4846-7295-58684839-7797-7054.1


NASHVILLE DIVISION


) ) ) ) ) ) )



THIS PLEADING APPLIES ONLY TO THE PROTON THERAPY CENTER, LLC, CASE NO. 20-05439

FOURTHFIFTH INTERIM ORDER (I) AUTHORIZING THE DEBTOR TO USE CASH COLLATERAL; (II) GRANTING ADEQUATE PROTECTION;

(III) SCHEDULING A FINAL HEARING; AND (IV) GRANTING RELATED RELIEF

This fourthfifth interim order is entered on the motion (the “Motion”) of MTPC, LLC

and the Proton Therapy Center, LLC 2 seeking entry, on an emergency basis, of an interim order

(the “Interim Order”) and a final order (a “Final Order”), pursuant to sections 105, 361, and 363

of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy

Code”), Rule 4001 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and

LBR 2081-1 and 9075-1 of the Local Bankruptcy Rules for the Middle District of Tennessee

(the “Local Rules”): (i) authorizing the Debtor’s use of collateral, including Cash Collateral (as

1 The jointly administered respective case numbers in these Chapter 11 cases include: MTPC, LLC (“MTPC”), Case Number 3:20-bk-05438; The Proton Therapy Center, LLC (“PCPTK”), Case Number 3:20-bk-0549; PCPT Hamlin, LLC (“PCPT Hamlin”), Case Number 3:20-bk-05440. The Debtor’s service address is: 1400 Dowell Springs Boulevard, Suite 350, Knoxville, TN 37909-2447. 2 For the avoidance of doubt, this cash collateral order only applies to The Proton Therapy Center, LLC and does not apply to PCPT Hamlin, LLC or MTPC, LLC.


2 039132-06828/4846-7295-58684839-7797-7054.1

defined herein); (ii) providing adequate protection; (iii) scheduling a final hearing (the “Final

Hearing”) to consider the relief requested in the Motion and the entry of a Final Order; and

(iv) approving the form of notice with respect to the Interim Order and the Final Hearing.

Capitalized terms used in this Interim Order but not specifically defined herein have the

meanings set forth in the Motion.

The terms and conditions of the use of Cash Collateral authorized by the Interim Order

have been agreed to by and between The Proton Therapy Center, LLC (“PCPTK” or the

“Debtor”) and UMB Bank, N.A., in its capacity as successor Bond Trustee under the Bond

Indenture (the “Bond Trustee”) as follows:

The Debtor’s Chapter 11 Case; Procedural Background; Jurisdiction; Notice A. On December 15, 2020 (the “Petition Date”), the Debtor filed a voluntary petition

for relief (the “Bankruptcy Cases”) with this Court (the “Court”) under Chapter 11 of Title 11

of the Bankruptcy Code.

B. PCPTK is a Tennessee limited liability company that was organized in 2010. The

majority member of PCPTK is Provision Trust, Inc., a Tennessee nonprofit corporation

(“Provision Trust”). All members of PCPTK are nonprofit entities. PCPTK and Provision Trust

each has received a determination letter from the Internal Revenue Service indicating that they

are exempt from federal-income taxation as provided by Section 501(a) of the Internal Revenue

Code of 1986, as amended (the “IRC”) by virtue of its status as an organization described in

Section 501(c)(3) of the IRC. PCPTK is a proton-therapy cancer-treatment center that serves a

multi-state area of the Southeastern United States and began operations in 2014. The State of

Tennessee has Certificate of Need (“CON”) requirements for proton-therapy cancer-treatment

facilities that require the TN Health Services and Development Agency’s approval prior to


3 039132-06828/4846-7295-58684839-7797-7054.1

commencement of operations. In May 2010, the PCPTK received a CON from the State of

Tennessee. PCPTK is located in an 88,000 square-foot building on the campus of the Provision

CARES Cancer Center at Dowell Springs (the “Facility”), a comprehensive healthcare campus

focusing on cancer treatment, patient care, research, and education. PCPTK is a freestanding

center with three active treatment rooms including one fixed beam and two gantries.

The Secured Bond Obligations C. The Debtor is obligated to the Bond Trustee for the benefit of the beneficial holders

of the tax-exempt Bonds (as defined below) authorized and issued by The Health, Educational

and Housing Facility Board of the County of Knox (the “Issuer”) for the benefit of the Debtor.

D. The Issuer issued its $129,595,000 aggregate principal amount of Revenue Bonds,

comprised of $75,630,000 The Health, Educational and Housing Facility Board of The County

of Knox Revenue Bonds (Provision Center for Proton Therapy Project), Series 2014A (the

“2014A Bonds”) and $53,965,000 The Health, Educational and Housing Facility Board of The

County of Knox Revenue Bonds (Provision Center for Proton Therapy Project), Series 2014B

(the “2014B Bonds” and, together with the 2014A Bonds, the “Bonds”) pursuant to that certain

Indenture of Trust dated as of August 1, 2014 between the Issuer and Bond Trustee (the

“Indenture”).

E. The Issuer loaned the Debtor the proceeds from the sale of the Bonds pursuant to

that certain Loan Agreement dated as of August 1, 2014, between the Issuer and the Debtor.

The Debtor used such proceeds primarily to (i) refinance certain existing indebtedness, (ii) fund

a certain amount of capitalized interest on the Bonds, (iii) pay certain costs of completion of the

Facility, (iv) fund the portion of the Reserve Funds (as defined in the Indenture) for the Bonds,


4 039132-06828/4846-7295-58684839-7797-7054.1

and (v) pay costs of issuance of the Bonds. The rights of the Issuer under the Loan Agreement

were assigned to the Bond Trustee under the terms of the Indenture.

F. Pursuant to the Indenture and that certain Master Trust Indenture dated as of

August 1, 2014 (as supplemented, the “Master Trust Indenture”) among the Debtor and the Bond

Trustee (in such capacity as successor to the Master Trustee as defined in the Master Indenture),

various funds were established to be held by the Bond Trustee, including a “Reserve Fund,”

which together with such other established funds, the “Bond Trustee Funds.”

G. Prior to the Petition Date, the Bond Trustee accelerated the Bonds and set off the

balance of the Bond Trustee Funds in the approximate amount of $11,165,211. The Debtor

acknowledges that the Bond Trustee Funds were held in trust for the benefit of the Bondholders

and that the Bond Trustee is entitled to use the Bond Trustee Funds in accordance with the terms

of the Bond Documents (as defined below). Notwithstanding this acknowledgement, and subject

to paragraph 24, the Debtor agrees not to contest, and the Court finds, that the Bond Trustee

Funds are held in trust for the Bondholders and are a part of the Prepetition Bond Collateral (as

defined below).

H. On or about April 15, 2020, UMB replaced U.S. Bank National Association, as the

Master Trustee under the Master Trust Indenture.

I. As of the Petition Date, prior to accounting for the setoff described in Paragraph

G, the aggregate amounts due and owing by the Debtor with respect to the Bonds are as follows

(collectively, the “Bond Claim”):

(i) Unpaid principal on the Bonds in the amount of $108,775,000;

(ii) Accrued but unpaid interest on the Bonds in the amount of $3,906,256.67 as of December 15, 2020; and


5 039132-06828/4846-7295-58684839-7797-7054.1

(iii) unliquidated, accrued and unpaid fees and expenses of the Bond Trustee and its professionals incurred through the Petition Date. Such amounts, when liquidated, shall be added to the aggregate amount of the Bond Claim.

Security for the Bond Obligations J. Subject to paragraph 24, the Debtor has granted the Bond Trustee a first-priority

security interest in, among other things, (i) all revenue, accounts receivable, and Gross Revenues

(as defined in the Master Trust Indenture), and (ii) certain land defined in the Master Trust

Indenture as the “Premises” and further defined therein and as fully described in that certain

Master Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing

dated August 19, 2014 (the “Deed of Trust” and with the Indenture, the Master Indenture, the

Loan Agreement and any other document or agreement delivered as security for, or in respect

to, the Bonds or the Debtor’s obligations under any of such documents, collectively the “Bond

Documents”). In addition, and subject to paragraph 24, the Debtor granted a security interest in

favor of the Bond Trustee in any and all accounts, chattel paper, goods, documents, instruments,

general intangibles, deposit accounts, investment property, equipment, inventory, fixtures and

any and all other personal property of any kind or character defined in and subject to the

provisions of the Uniform Commercial Code, as enacted in the State of Tennessee, including the

supporting obligations thereof, proceeds and products of and from any and all such personal

property used in connection with or arising out of the operation and use of the improvements

located on the Premises and any substitutions or replacements therefor. Pursuant to these grants,

and subject to paragraph 24, the Bond Trustee holds first-priority liens and security interests in

substantially all of the Debtor’s real and personal property as security for its obligations

associated with the Bonds (all such collateral together with the other collateral described in the

Bond Documents, the “Prepetition Bond Collateral”).


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K. Subject to paragraph 24, the Debtor acknowledges, admits, agrees, and stipulates

that the Bond Claim (a) constitutes its legal, valid, binding, enforceable, and non-avoidable

obligation; (b) is not subject to setoff, counterclaim, or subordination of any kind; and (c) is

secured by first-priority liens and security interests (the “Prepetition Liens”) in the Prepetition

Bond Collateral.

Use of Cash Collateral and Need for Adequate Protection L. The Debtor has requested the use of Cash Collateral (as defined below) in

connection with the Bankruptcy Cases to ensure that the patients are treated, operations are

maintained, and going-concern value is preserved and maybe maximized for the Debtor’s estate

and its constituents, including employees. Pursuant to the Bankruptcy Code, the Debtor is

required, upon the Bond Trustee’s request, to provide adequate protection to the Bond Trustee

in respect of the Debtor’s use of Cash Collateral. The Bond Trustee has informed the Debtor and

this Court that the Bond Trustee does not consent to the use of Cash Collateral except on the

terms and conditions of this Interim Order.

M. Without the use of Cash Collateral of at least $6,236,0368,384,692 in the aggregate

on an interim basis through the date of the final hearing on the Motion (on or about March 5April

2, 2021), the Debtor would suffer immediate and irreparable harm pending a final hearing on

the Motion because it is likely that, without the use of Cash Collateral, the Debtor would not be

able to provide the necessary care to its patients or to operate its business and would likely be

required to cease operations immediately. At a minimum, the Debtor’s inability to use Cash

Collateral would disrupt the Debtor’s operations as a going concern and would otherwise not be

in the best interests of the Debtor, its estate, or creditors, including the Bondholders, and patients

being treated at the Facility. In lieu of giving the Bond Trustee relief from stay or attempting to


7 039132-06828/4846-7295-58684839-7797-7054.1

obtain this Court’s approval for use of Cash Collateral on a non-consensual basis, the Debtor

wishes to provide adequate protection of the liens and security interests of the Bond Trustee in

Cash Collateral and other Prepetition Bond Collateral on the terms set forth in this Interim Order,

reflecting the agreement of the Debtor and the Bond Trustee.

N. Subject to paragraph 24, the Debtor agrees that it shall not take any action to assert

that: (i) the Bond Claim is not a valid, binding, and allowed claim against the Debtor’s estate; (ii)

the Bond Claim is not secured by valid, enforceable, duly perfected first-priority liens on and

security interests in the Prepetition Bond Collateral pursuant to the Bond Documents, and (iii)

either the Bond Claim or the liens or security interests securing the Bond Claim, are subject to

avoidance or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law.

O. Subject to paragraph 24, the Debtor agrees that the Bond Trustee shall not be





the Debtor, notwithstanding the actions contemplated by this Interim Order, the Bond Trustee’s

consent to this Interim Order or the Bond Trustee’s extension of financial accommodations of

any type, kind, or nature under this Interim Order.

P. On December 22, 2020, the Court entered the Interim Order (I) Authorizing the

Debtor to Use Cash Collateral; (II) Granting Adequate Protection; (III) Scheduling a Final

Hearing; and (IV) Granting Related Relief [Dkt. No. 69] (the “First Interim Order”) providing

authority to use cash collateral through January 8, 2021. On December 29, 2020, the Court held

an interim hearing on cash collateral. Between January 8, 2021 through and until January 15,


8 039132-06828/4846-7295-58684839-7797-7054.1

2021, the Bond Trustee consented to the continued use of cash collateral pursuant to the terms

of the First Interim Order. On January 14, 2021, the Court entered a second interim cash

collateral order [Dkt. No. 171]. On February 1, 2021, the Court entered a third interim cash

collateral order [Dkt. No. 251]. On February 17, 2021, the Court entered a fourth interim cash

collateral order [Dkt. No. 301].

Q. Good cause has been shown for the entry of this Interim Order.

NOW, THEREFORE, THE COURT HEREBY CONCLUDES AND ORDERS AS FOLLOWS:

1. Jurisdiction. This Court has jurisdiction over this matter pursuant to 28 U.S.C.

§§ 157(b) and 1334, and this matter constitutes a core proceeding as defined in 28 U.S.C. §

157(b)(2). Venue is proper before this Court under 28 U.S.C. §§ 1408 and 1409. The Debtor

have operated its business and managed its property as debtor in possession pursuant to 11

U.S.C. §§ 1107 and 1108. No request has been made for the appointment of a trustee or examiner

in these Bankruptcy Cases. The Office of the United States Trustee for the Middle District of

Tennessee (the “United States Trustee”) has appointed an official committee of unsecured

creditors (the “Committee”) pursuant to section 1102(a) of the Bankruptcy Code.

2. Notice. The Debtor has properly served notice of the Motion and the interim

hearing thereon pursuant to Sections 102, 361, 362, and 363 of the Bankruptcy Code,

Bankruptcy Rules 2002 and 4001, and the Local Rules, which notice was sent to, among others:

(a) the office of the U.S. Trustee for the Middle District of Tennessee; (b) the holders of the 30

largest unsecured claims against the debtors in the above-captioned cases on a consolidated

basis; (c) all secured creditors; (d) the Bond Trustee; (e) counsel to the trustees under the

Debtor’s prepetition revenue bonds; (f) the issuers of the Debtor’s prepetition revenue bonds;

(g) Fifth Third Bank; (h) Servis First Bank; (i) the offices of the attorneys general for the states


9 039132-06828/4846-7295-58684839-7797-7054.1

in which the Debtor operates; (j) the Internal Revenue Service; (k) the Tennessee Department

of Revenue; (l) Centers for Medicare and Medicaid Services; (m) the Debtor’s payroll processer;

(n) all known counsel; and (o) any party that has requested notice pursuant to Bankruptcy Rule

2002 (parties listed in subparagraphs (a)-(o) collectively, the “Notice Parties”). This notice is

appropriate in the particular circumstances and is sufficient for all purposes under the

Bankruptcy Code and the applicable Bankruptcy Rules and Local Rules in respect to the relief

requested.

3. Good Cause. Good cause has been shown for entry of this Order.

4. Disposition. The Motion is GRANTED on an interim basis on the terms set forth

in this Interim Order. The requirements of Bankruptcy Rule 4001(b)(2) and Local Rule 2081-

1(f) are satisfied with respect to the use of Cash Collateral on an interim and preliminary basis

pending a final hearing on the Motion. Any objections to the relief sought in the Motion that

have not been previously resolved or withdrawn, and all reservations of rights contained therein,

are overruled on the merits, without prejudice, however, to any such objection or reservation of

rights being reasserted in connection with the hearing on entry of the Final Order.

5. Authorization to Use Cash Collateral. The Debtor is authorized to use, as cash

collateral (as defined in Section 363 of the Bankruptcy Code), any Gross Revenues derived by

the Debtor in the ordinary course of its business, all accounts receivable held by the Debtor, and

all amounts currently held in the Debtor’s operating accounts (the “Cash Collateral”) until the

earlier of (i) the Debtor’s ability to use Cash Collateral terminates as the result of the occurrence

of a Termination Event (as set forth below) and (ii) the last day included in the Cash Collateral

Budget (as defined below), but only on the terms of this Interim Order. Subject to the preceding

sentence, such use of Cash Collateral shall be limited solely to the categories of expenses listed


10 039132-06828/4846-7295-58684839-7797-7054.1

in the budget attached to the Motion as Exhibit A (the “Cash Collateral Budget”), as may be

amended from time to time with the prior written approval of the Bond Trustee, subject to

Permitted Variances. A “Permitted Variance” shall mean, for any Testing Period (as defined in

this paragraph), (i) any favorable variance, (ii) an unfavorable variance of not more than the

greater of ten (10%) percent with respect to any disbursement line item in the Cash Collateral

Budget or five (5%) percent in aggregate disbursements. Beginning on the [Wednesday] of the

week following entry of this Interim Order, and on every [Wednesday] thereafter, budget

compliance shall be tested weekly on a cumulative basis from the Petition Date, provided that

starting in the fifth week from the entry of this Interim Order, compliance will be tested weekly

on a rolling four (4) week basis (each, a “Testing Period”). If the cash disbursements in any such

period are less than the amounts for such period in the applicable Cash Collateral Budget, then

the Permitted Variance for such disbursements for the next succeeding periods shall be increased

by an amount equal to such difference (and shall continue to roll over into successive periods to

the extent such additional budgeted capacity is unused by the Debtor). The Permitted Variance

with respect to each Testing Period shall be determined and certified to the Bond Trustee by the

Debtor not later than the 5th day immediately following each such Testing Period. The Debtor

shall provide to the Bond Trustee once each week (commencing with the second week after the

Petition Date), a weekly report certified by the Debtor’s chief financial officer and in the same

form as the Cash Collateral Budget indicating all receipts received and disbursements made by

the Debtor in the applicable Testing Period compared to the Cash Collateral Budget and detailing

any variances that are not Permitted Variance. Any request to amend the Cash Collateral Budget

shall be made by the Debtor in writing to the Bond Trustee, and such amendment shall be

effective only upon (a) approval of this Court or (b) written notice to the Debtor by the Bond


11 039132-06828/4846-7295-58684839-7797-7054.1

Trustee that it does not oppose the amendment, whereupon the amended Cash Collateral Budget

shall become the Cash Collateral Budget for purposes of this Interim Order and the Debtor shall

file a copy thereof with this Court and shall provide a copy thereof to any party in interest on

request to the Debtor’s counsel. Any party in interest shall have seven (7) days to object to any

amended Cash Collateral Budget filed with the Court hereunder. If an objection is timely filed,

the Court shall set a hearing on the objection as soon as practicable. If no objection is timely

filed to any amended Cash Collateral Budget, then the amended Cash Collateral Budget shall

become the Cash Collateral Budget for purposes of this Interim Order or the Final Order, as

applicable, with respect to use of Cash Collateral. In the event of a dispute concerning the Cash

Collateral Budget, all rights of the Debtor and the Bond Trustee shall be and are reserved.

6. Exclusion from Cash Collateral. The Debtor is not authorized to use and shall not

use any Gross Revenues or other Cash Collateral not derived in the ordinary course of the

Debtor’s operations, and any such income may not be used, disposed or transferred without

further order of the Court. Nothing in this Interim Order entitles the Debtor to use any Bond

Trustee Funds, and, subject to paragraph 24, no lien or other interest in the Bond Trustee Funds

may be granted to any third party.

7. Prohibited Use of Cash Collateral. Except as expressly provided in this Interim

Order, including paragraph 24, no Cash Collateral or proceeds thereof shall be used for the

purpose of: (i) objecting to, or contesting in any manner, or raising any defense to, the validity,

amount, extent, perfection, priority, or enforceability of the Bonds, the Prepetition Bond

Collateral, the Bond Claim, or any liens or security interests with respect thereto, or any other

rights or interests of the Bond Trustee therein or in the Bond Trustee Funds; (ii) asserting any

claims or defenses or causes of action arising out of, based on, or related to, in whole or in part,


12 039132-06828/4846-7295-58684839-7797-7054.1

the Bonds or the Bond Documents, against the Bond Trustee, the Bondholders in their capacity

as such, or their respective agents, affiliates, subsidiaries, directors, officers, representatives,

attorneys, or advisors including, without limitation, any actions under Chapter 5 of the

Bankruptcy Code, including with respect to payments made pursuant to the Bond Documents;

(iii) paying any amounts on account of claims arising before the Petition Date, except to the

extent provided for in the Cash Collateral Budget and approved by the Court; (iv) seeking to

modify any of the rights granted to the Bond Trustee hereunder, or (v) seeking to bifurcate any

claims of the Bond Trustee.

8. Bankruptcy Code Section 552(b). Subject to entry of the Final Order, the Bond

Trustee shall be entitled to all of the rights and benefits of Bankruptcy Code section 552(b), and

the “equities-of-the-case” exception under Bankruptcy Code section 552(b) shall not apply to

the Bond Trustee.

9. Replacement Lien. As adequate protection for any diminution in the value of

Cash Collateral and other Prepetition Bond Collateral in aggregate resulting from the Debtor’s

use thereof after the Petition Date (“Diminution”), and solely to the extent of any Diminution,

the Bond Trustee shall have a valid, perfected, and enforceable replacement lien and security

interest (the “Replacement Lien”) in (i) all assets of the Debtor existing on or after the Petition

Date of the same type as the Prepetition Bond Collateral, together with the proceeds, rents,

products, and profits thereof, whether acquired or arising before or after the Petition Date, to the

same extent, validity, perfection, enforceability, and priority of the liens and security interests

of the Bond Trustee as of the Petition Date (the “Postpetition Bond Collateral”); and (ii) all other

assets of the Debtor of any kind or nature whatsoever within the meaning of Section 541 of the

Bankruptcy Code, whether acquired or arising prepetition or postpetition, together with all


13 039132-06828/4846-7295-58684839-7797-7054.1

proceeds, rents, products, and profits thereof, exclusive of causes of action under Chapter 5 of

the Bankruptcy Code and proceeds thereof (the “Supplemental Collateral” and, collectively with

the Postpetition Bond Collateral, the “Collateral”). The Replacement Lien shall be subject and

subordinate to the Carve Out (as defined below) and any valid and perfected liens existing on the

Petition Date (“Prior Liens”).

10. No Further Action Required. The approval of this Interim Order by the Court

shall be sufficient and conclusive evidence of the validity, extent, enforceability, and perfection

of the Replacement Lien granted to the Bond Trustee, whether or not the Bond Trustee elects to

file or record financing statements or any other documents that may otherwise be required under

federal or state law in any jurisdiction, or to take such other steps as may otherwise be required

to obtain, evidence, or perfect such liens under applicable law; provided, however, that on the

request of the Bond Trustee, the Debtor shall execute such other documents as may be

reasonably requested to evidence and perfect such liens; that the Bond Trustee may, in its sole

discretion, but shall not be required to, file a certified copy of this Interim Order in any filing or

recording office in any jurisdiction in which the Debtor has real or personal property; that the

Debtor is authorized and directed to execute, or cause to be executed, all such financing

statements or other documents upon the Bond Trustee’s reasonable request; and that such filing

or recording shall be accepted and shall constitute further evidence of perfection of the Bond

Trustee’s liens and security interests. No obligation, payment, transfer, or grant of security under

this Interim Order shall be stayed (other than by court order in an appeal from this Interim

Order), restrained, voidable, avoidable, or recoverable under the Bankruptcy Code or under any

otherwise applicable state law, or subject to any defense, reduction, setoff, recoupment, or

counterclaim.


14 039132-06828/4846-7295-58684839-7797-7054.1

11. Superpriority Claim. As additional adequate protection for any Diminution, the

Bond Trustee shall have a superpriority administrative-expense claim pursuant to Section 507(b)

of the Bankruptcy Code with recourse to and payable from any and all assets of the Debtor’s

estate, including, but not limited to, rights of the Debtor, choses in action, or claims of any kind

whatsoever, choate or inchoate, present or residual that for any reason cannot be made the subject

of the Replacement Lien (the “Superpriority Claim”). The Superpriority Claim shall be subject

only to Prior Liens and the Carve Out and shall have priority, pursuant to Section 507(b) of the

Bankruptcy Code, over any and all administrative expenses, diminution claims, and all other

claims against the Debtor, now existing or hereafter arising, of any kind whatsoever, including,

without limitation, all other administrative expenses of the kind specified in Section 503(b) of

the Bankruptcy Code, and over any and all administrative expenses or other claims arising

under Sections 105, 326, 328, 330, 331, 503(b), 506(c) (following entry of the Final Order),

507(a), 507(b), 546, 726, 1113, or 1114 of the Bankruptcy Code, and shall at all times be

senior to the rights of the Debtor, any successor trustee, or any creditor in these Bankruptcy

Cases or any subsequent proceedings under the Bankruptcy Code, whether or not such

expenses or claims may become secured by a judgment lien or other non-consensual lien, levy

or attachment.

12. Allowance of Claim. Except as set forth in paragraph 24, entry of this Interim

Order by the Court shall be a conclusive and binding determination on all parties (x) as to the

amount of the Bond Claim, and (y) as to the scope, extent, perfection, validity, and

enforceability, in all respects, of the Bond Trustee’s security interests and liens in the Prepetition

Bond Collateral, including, without limitation, the Cash Collateral.


15 039132-06828/4846-7295-58684839-7797-7054.1

13. Financial Information. As additional adequate protection of the Bond Trustee’s

security interests in the Cash Collateral, the Debtor shall allow the Bond Trustee and its

professionals and designees reasonable access, during normal business hours and on not less than

one business day’s prior notice, to the premises of the Debtor to conduct appraisals, analyses,

and/or audits of the Prepetition Bond Collateral and the Collateral (it being understood that, due

to the current public health crisis arising from the SARS Cov-2 virus (i.e., COVID-19), during

the term of this Interim Order third-parties may be restricted from physical access to the Facility

and, when such physical access is not possible due to such public health crisis, the Debtor may

satisfy this obligation by providing sufficient information to the Bond Trustee in electronic or

hard-copy format), and shall otherwise reasonably cooperate in providing any other financial

information reasonably requested by the Bond Trustee for this purpose. The Debtor and its

professionals shall be available once each week (subject to reasonable scheduling conflicts) for a

telephonic conference call with the Bond Trustee to discuss the results of operations and other

matters pertaining to the Facility and these Bankruptcy Cases. The Debtor shall provide to the

Bond Trustee such other reports and information as the Bond Trustee may reasonably request

from time to time.

14. Bankruptcy Proceeding Milestones. As further adequate protection against

Diminution, and subject to entry of the Final Order, the Debtor shall comply with the following

Bankruptcy milestones (the “Milestones”):

(i) the Debtor shall retain an investment banker acceptable to the Bond Trustee by filing with the Court an application to retain and employ such investment banker on or before [●];

(ii) the Debtor and its professionals (the Debtor’s professionals for purposes of these Milestones will include the investment banker) shall prepare materials for use in soliciting a sale, reorganization, recapitalization, investment, restructuring,


16 039132-06828/4846-7295-58684839-7797-7054.1

or other transaction approved by the Court (collectively, a “Sale”) (the “Sale Materials”), which Sale Materials shall be reviewed by, and subject to input from, the Bond Trustee and its professionals, and shall deliver final copies of the same to the Bond Trustee on or before [●] (the “Materials Delivery Date”);

(iii) the Debtor will provide prospective parties with information in connection with a Sale through a virtual data room (the “VDR”) to be established and managed by the investment banker. The Debtor shall populate the VDR with all relevant information on or before the Materials Delivery Date;

(iv) the Debtor and its professionals shall actively solicit Sale proposals through a process acceptable to the Bond Trustee. The process terms shall include, without limitation, a deadline for interested parties to submit letters of intent (each, a “LOI”) to the Debtor on the date that is not more than [●] days after the Materials Delivery Date (the “LOI Deadline”);

(v) upon receipt of any LOI, the Debtor shall provide copies to the Bond Trustee and its professionals for their review and comment;

(vi) upon expiration of the LOI Deadline, the Debtor and the Bond Trustee shall evaluate any LOIs received, and reach agreement on the highest and best recovery for creditors of the Debtor, including the holders of the Bonds; and to the extent the Debtor and the Bond Trustee agree on the highest and best option received from among any LOIs, such option shall become the agreed-upon Sale, whereupon the Debtor shall

a. file a bid procedures and Sale motion, in form and substance

reasonably acceptable to the Bond Trustee, on or before [●], which shall among other things,

i. sets a timetable for the Sale of the Debtor’s assets,

ii. sets a deadline by which prospective bidders must submit a written bid with a deposit on or before [●],

iii. provides that the Debtor shall deliver to the Bond Trustee copies of all bids received,

iv. sets guidelines in consultation with the Bond Trustee for determining “qualified bidders” and “qualified bids” and


17 039132-06828/4846-7295-58684839-7797-7054.1

v. schedules an auction of the Debtor’s assets on or before [●] if at least one qualified bid is received; and

b. consummate the Sale of substantially all of the Debtor’s assets on or

before [●].

15. Compliance With Bond Documents. As further adequate protection against

Diminution, the Debtor shall comply with those terms and provisions of the Bond Documents

set forth on Schedule B attached and incorporated herein. The requirements of this Interim Order

shall be in addition to, and not in substitution for, the terms and provisions of the Bond

Documents set forth on Schedule B; provided, however, that in the event of any inconsistency

between the Bond Documents and this Interim Order, the terms of this Interim Order shall

control.

16. Termination of Use of Cash Collateral With Notice. Seven (7) business days after

written notice sent by the Bond Trustee to the Debtor, its counsel, and the United States Trustee

of the occurrence of any one or more of the following events shall constitute a termination event

(a “Noticed Termination Event”) under this Interim Order, unless expressly waived in writing

by the Bond Trustee:

(i) the Debtor’s aggregate disbursements for any line item set forth in the Cash Collateral Budget exceed the disbursement line item set forth for such expenses in the Cash Collateral Budget or any subsequently approved Cash Collateral Budget, as applicable, for any Testing Period by more than the Permitted Variance;

(ii) the failure of the Debtor to pay, within ten (10) days of the applicable due date, all undisputed administrative expenses in full in accordance with their terms as provided for in the Cash Collateral Budget except for any expenses under sections 503(b)(9) or 546(c) of the Bankruptcy Code, and subject to available cash;

(iii) the failure of the Debtor to timely pay all fees due under 28 U.S.C. § 1930; and


18 039132-06828/4846-7295-58684839-7797-7054.1

(iv) the failure of the Debtor to comply with, keep, observe, or perform any of its agreements or undertakings under this Interim Order, including, subject to entry of the Final Order, meeting those milestones set forth in paragraph 14 of this Interim Order with dates occurring prior to the entry of the Final Order.

Unless the Debtor has cured the Noticed Termination Event(s) specified in the Bond Trustee’s

notice prior to the expiration of the seven (7) business day period (the “Default Notice Period”)

described in this paragraph 16 or obtained an order of this Court, on notice to and with the

opportunity to be heard by the Bond Trustee, that no such Noticed Termination Event has

occurred, the Debtor’s authority to use Cash Collateral hereunder shall terminate immediately at

the expiration of the Default Notice Period, without prejudice to the Debtor seeking an order of

this Court to use Cash Collateral on a non-consensual basis. During the Default Notice Period,

the Debtor may request (and the Bond Trustee agrees not to oppose) an emergency hearing before

the Court, with proper notice to the Bond Trustee, to contest the alleged occurrence or

continuation of a Noticed Termination Event. The Bond Trustee shall have the power to waive

any Noticed Termination Event set forth in this paragraph 16 in its sole discretion without further

order of the Court.

17. Termination of Use of Cash Collateral Without Prior Notice. The Debtor’s

authority to use Cash Collateral hereunder shall terminate without any further action by this

Court, upon the occurrence of any of the following (an “Immediate Termination Event” and

together with a Noticed Termination Event, a “Termination Event”):

(i) the Bankruptcy Cases are dismissed or converted to a case under Chapter 7 of the Bankruptcy Code;

(ii) the earlier of (y) the date of the entry of an order of this Court appointing a Chapter 11 trustee or an examiner with enlarged powers (beyond those set forth in Sections 1104(c) and 1106(a)(3) and (4) of the Bankruptcy Code) for the Debtor;


19 039132-06828/4846-7295-58684839-7797-7054.1

and (z) the date the Debtor files a motion, application, or other pleading consenting to or acquiescing in any such appointment;

(iii) this Court suspends the Bankruptcy Cases under Section 305 of the Bankruptcy Code;

(iv) this Interim Order becomes stayed, reversed, vacated, amended, or otherwise modified in any respect without the prior written consent of the Bond Trustee;

(v) an order is entered in the Bankruptcy Cases over the objection of the Bond Trustee approving financing pursuant to Section 364 of the Bankruptcy Code that would grant an additional security interest or a lien on any Collateral or granting a superpriority administrative claim that is equal or superior to the superpriority administrative claim granted to the Bond Trustee under this Interim Order;

(vi) an adversary proceeding or contested matter is commenced or joined by the Debtor challenging the amount, validity, enforceability, priority, or extent of the Bond Trustee’s liens, security interests, or claims;

(vii) entry of an order in the Bankruptcy Cases charging any of the Prepetition Bond Collateral or the Collateral under Section 506(c) of the Bankruptcy Code;

(viii) entry of an order granting relief from any stay of a proceeding (including, without limitation, the automatic stay) so as to allow a third party (i) to proceed with execution upon a judgment in excess of $500,000, or (ii) foreclosure (or granting of a deed in lieu of foreclosure) or other remedy against any asset with a value in excess of $500,000, in each case to the extent to the extent not paid or covered by insurance provided by a carrier not disputing coverage as such carrier shall promptly confirm to the Bond Trustee in writing;

(ix) existence of any claims or charges, or the entry of any order of the Bankruptcy Court authorizing any claims or charges, other than as permitted under the Interim Order, entitled to superpriority under Section 364(c)(1) of the Bankruptcy Code pari passu or senior to the Bond Claim, or there shall arise or be granted by the Bankruptcy Court any claim having priority over any or all administrative expenses of the


20 039132-06828/4846-7295-58684839-7797-7054.1

kind specified in clause (b) of Section 503 or clause (b) of Section 507 of the Bankruptcy Code (other than the Carve Out); and

(x) the Court fails to enter a Final Order allowing the Motion, on terms acceptable to the Bond Trustee within 30 days of the Petition Date.

Upon the occurrence of an Immediate Termination Event described in this paragraph 17, the

Debtor’s authority to use Cash Collateral hereunder shall immediately and automatically

terminate, without prejudice to the Debtor seeking an order of this Court to use Cash Collateral

on a non-consensual basis. The Bond Trustee shall have the power to waive any Immediate

Termination Event set forth in this paragraph 17 in its sole discretion without further order of

the Court.

18. Claims and Causes of Action. Subject to paragraph 24 of this Interim Order, the

Debtor hereby waives, releases, and discharges the Bond Trustee, all Bondholders in their

capacity as such, and their respective affiliates, agents, attorneys, professionals, officers,

directors, and employees (collectively, the “Released Parties”), from any and all claims and

causes of action arising out of, based upon, or related to, in whole or in part, the Bonds and the

Bond Documents; any aspect of the prepetition relationship between the Bond Trustee and/or

the Bondholders, and the Debtor; and any other acts or omissions by the Bond Trustee and/or

the Bondholders in connection with either the Bond Documents or the Bond Trustee’s and/or

Bondholders’ prepetition relationship with the Debtor. Further, subject to paragraph 24 of this

Interim Order, the Debtor waives any and all rights to object to or contest the amount of the

Bond Claims or the Bond Trustee’s security interest in the Prepetition Bond Collateral and

agrees not to challenge that all such claims and security interests have been duly perfected and

are in all respects valid and enforceable first priority security interests and liens.


21 039132-06828/4846-7295-58684839-7797-7054.1

19. Failure of Adequate Protection. Nothing herein shall constitute a waiver, release

or modification of the rights of the Bond Trustee to assert a claim under Sections 364(c) and

507(b) of the Bankruptcy Code.

20. Deemed Request for Stay Relief. This Interim Order shall be deemed to

constitute a request by the Bond Trustee for relief from the automatic stay with respect to the

Prepetition Bond Collateral for purposes of any request for adequate protection granted

hereunder.

21. No Charge on Collateral; Carve Out. In partial consideration of the Debtor’s

acknowledgement of the debt due and owing and the Debtor’s waiver of any claims under

Section 506(c) of the Bankruptcy Code (upon entry of the Final Order), the Bond Trustee

consents to certain expenses and professional fees incurred during the pendency of these

Bankruptcy Cases that shall be superior in all instances to the liens and claims of the Bond

Trustee and all other parties (the “Carve Out”). For purposes hereof, the Carve Out means the

sum of (a) the statutory fees of the United States Trustee pursuant to 28 U.S.C. § 1930 and the

fees of the Clerk of this Court, (b) professional fees and expenses of attorneys and financial

advisors employed by the Debtor and any Committee, pursuant to sections 327 and 1103 of the

Bankruptcy Code (collectively, the “Case Professionals”) to the extent reflected in the Cash

Collateral Budget, allowed by the Court, and incurred prior to the occurrence of a Termination

Event, (c) professional fees of Debtor’s professionals in an aggregate amount not to exceed

$[100,000] after exhaustion of retainers and professional fees of Committee’s professionals (to

the extent a Committee is appointed) in an aggregate amount not to exceed $[35,000]; provided,

however, notwithstanding anything to the contrary herein, no more than an aggregate of $25,000

of the Carve-Out may be used by the Committee to investigate the (x) amount, extent, priority,


22 039132-06828/4846-7295-58684839-7797-7054.1

validity, perfection or enforcement of the indebtedness of the Debtor owing to the Bond Trustee,

or (y) liens or security interests in the collateral securing such indebtedness, including challenges

to the perfection, priority or validity of the liens granted in favor of the Bond Trustee respect

thereto; in each case to the extent allowed by the Court and incurred after the occurrence of a

Termination Event. Nothing herein shall constitute a waiver of any right of the Bond Trustee to

object to fees and expenses of Case Professionals. The entry of a Final Order shall be a

conclusive and binding determination on all parties that, except for the Carve Out, no costs or

expenses of administration shall be imposed against the Bond Trustee or the Prepetition Bond

Collateral or the Collateral under Sections 105 or 506(c) of the Bankruptcy Code or otherwise.

22. Modification of Stay. The automatic stay imposed by Section 362 of the

Bankruptcy Code is hereby vacated and modified insofar as necessary to permit the Bond

Trustee to: (i) intentionally omitted, (ii) subject to entry of the Final Order, apply, allocate, or

make payments from any of the funds or accounts maintained by the Bond Trustee (including,

without limitation, the Bond Trustee Funds) in accordance with the terms of the Bond

Documents, and (iii) take any action expressly authorized or contemplated by this Interim

Order.

23. Preservation of Rights. If any or all of the provisions of this Interim Order are,

at any time, modified, vacated or stayed, such stay, modification, or vacation shall not affect the

validity, extent, priority, and enforceability of any lien, priority, or other benefit conferred under

this Interim Order prior to such stay, modification, or vacation.

24. Binding Effect. This Interim Order shall be binding on all creditors and parties in

interest in these Bankruptcy Cases, including, but not limited to, the Debtor and any successors

thereto, provided that no provisions of this Order shall be binding on any Chapter 11 or Chapter


23 039132-06828/4846-7295-58684839-7797-7054.1

7 trustee that is appointed or elected in this case until entry of the Final Order; provided, however,

that this Interim Order is without prejudice to the rights of any party in interest (other than the

Debtor) to challenge the validity, amount, perfection, priority, extent, or enforceability of the

Bond Claim or the prepetition security interests of the Bond Trustee (any and all claims and

causes of action against the Bond Trustee, including, but not limited to, any challenge to the

validity, amount, perfection, priority, extent, or enforceability of the Bond Claim or the

prepetition security interests of the Bond Trustee, a “Challenge”), so long as any Challenge is

made on or before the date that is seventy-five (75) days from the entry of the Final Order (the

“Challenge Period”), after which Challenge Period all Challenges shall be deemed finally and

conclusively barred; provided further that if one or more Challenges are timely made under this

paragraph 24 and properly filed, then except for such Challenges, all potential Challenges are

hereby deemed forever waived and relinquished.

25. No Competing Liens. Except as set forth herein, the Debtor shall not grant liens

on, or security interests in, the Prepetition Bond Collateral or the Collateral to any other party,

pursuant to Section 364 of the Bankruptcy Code or otherwise, without the consent of the Bond

Trustee.

26. Reservation of Rights. Except as provided in this Interim Order, neither the

Debtor nor the Bond Trustee waives any of its rights under the Bankruptcy Code, any applicable

law, or the Bond Documents, including, without limitation, the right of the Debtor or the Bond

Trustee at any time to seek any relief (or to oppose any such relief) under the Bankruptcy Code,

or the right of the Debtor or the Bond Trustee to exercise any of its rights and remedies under

the Bankruptcy Code at any time.


24 039132-06828/4846-7295-58684839-7797-7054.1

27. Further Relief. Nothing herein shall (i) preclude the Bond Trustee from seeking

any other relief that it may deem appropriate, including relief from the automatic stay; or

(ii) prevent the Bond Trustee from asserting at some later time that its liens and security interests

in the Prepetition Bond Collateral are not being adequately protected.

28. No Control. Nothing in this Interim Order shall cause the Bond Trustee to be





the Debtor, notwithstanding its consent to this Interim Order or its extension of financial

accommodations of any type, kind, or nature under this Interim Order.

29. No Third-Party Beneficiaries. Except as expressly provided herein, no rights are

created hereunder for the benefit of any third party, any creditor, or any direct, indirect or

incidental beneficiary except for the Bondholders, as set forth herein.

30. Effectiveness. The rights and obligations of the parties under this Interim Order

shall be effective and enforceable as of the Petition Date. This Interim Order shall be deemed

effective immediately and, for the avoidance of doubt, Bankruptcy Rule 6004(h) shall not apply

hereto. If any or all of the provisions of this Interim Order are hereafter reversed, modified,

vacated or stayed, such reversal, modification, vacatur, or stay shall not affect (i) the validity,

extent, priority, or enforceability of any obligations incurred prior to the actual receipt of written

notice by the Bond Trustee of the effective date of such reversal, modification, vacatur, or stay,

or (ii) the validity, extent, or enforceability of the liens and claims granted hereunder.


25 039132-06828/4846-7295-58684839-7797-7054.1

31. Reservation of Rights for Committee. The Committee shall have a period of

fourteen (14) days from its formation to file an objection to any term or provision of this Interim

Order.

32. Notices. All notices, requests, demands, waivers, and other communications

required or permitted to be given under this Interim Order shall be in writing and shall be deemed

to have been duly given if (a) delivered personally, (b) sent by email with a next-day or overnight

mail or delivery, or (c) sent by facsimile, with a confirming phone message or call to the

addressee:

(a) If to the Debtor to:

Marcus A. Helt Heidi H. Jeffery Foley & Lardner LLP 2021 McKinney Avenue Suite 1600 Dallas, Texas 75201 (214) 999-3000


[email protected] [email protected] [email protected]

(b) If to the Bond Trustee to: Kevin J. Walsh Colleen A. Murphy Greenberg Traurig, LLP One International Place, Suite 2000 Boston, MA 02110 (617) 310-6000


[email protected] [email protected]


26 039132-06828/4846-7295-58684839-7797-7054.1

33. Notice of Final Hearing. The Debtor shall, within two (2) business days after

entry of this Interim Order, mail a notice of the entry of this Interim Order, together with a copy

of the Motion and notice of the Final Hearing, to the Notice Parties.

34. Budget Line-Item. The Budget attached contemplates payments for the weeks

313 through 616, for shared-service deferred payments in the aggregate amount of

$258,000340,934 coming from this Debtor.3 The Debtor has agreed to limit the use of those

funds to cover third-party payroll in the approximate aggregate amount of $225,300 and to

only use so much of the remaining budgeted amounts as is critical to maintain operations and

upon prior notice to the Bond Trustee until the March 223, 2021, hearing. The parties reserve

their rights to any shared-service deferred payments made by the Debtor.

35. Radiation Experiment Proceeds. The Debtor hereby acknowledge that all rents,

receipts, accounts, and proceeds arising from or related to the studies and experimental testing

of the effects of radiation for third-party clients’ at the Knoxville Proton Therapy Center are

included in the Prepetition Bond Collateral under the Bond Documents, and they are subject to

the Replacement Lien granted under this Interim Order in the Postpetition Bond Collateral or

Supplemental Collateral, as applicable.

36. Adjourned Hearing; Final Hearing; Objections. A continued hearing on the

Motion shall be held on March 223, 2021 at 9:3011:00 a.m. (prevailing Central Time) at

Courtroom 1, 2nd Floor Customs House, 701 Broadway, Nashville, TN 37203. Hearing to

be conducted by Zoom Video or Zoom Audio-Only pursuant to the instructions on the Zoom

3 The budget of MTPC, LLC, a co-debtor in these Bankruptcy Cases, contemplates $132,500195,000 in payments for the weeks 313 through 616 for shared-service deferred payments.


27 039132-06828/4846-7295-58684839-7797-7054.1

Addendum attached to this Order. The Debtor expects to set a final hearing and objection

deadline at that hearing.

37. No agreements, releases, waivers, stipulations, admissions, or acknowledgments

by the Debtor in this Interim Order shall be effective until further order of the Court.

This Order was signed and entered electronically as indicated at the top of the first page.

# # # Approved for entry: WALLER LANSDEN DORTCH & DAVIS, LLP /s/ David E. Lemke David E. Lemke (Tenn. Bar No. 013586) Tyler N. Layne (Tenn. Bar No. 033401) Gabriela Smith (admitted pro hac vice) 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 Email: [email protected] [email protected] [email protected] FOLEY & LARDNER LLP /s/ Marcus A. Helt Marcus A. Helt (admitted pro hac vice) Texas Bar No. 24052187 FOLEY & LARDNER LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Tel: (214) 999-4526 Fax: (214) 999-4667 Email: [email protected] Jack G. Haake (admitted pro hac vice) D.C. Bar No. 87590 FOLEY & LARDNER LLP Washington Harbour 3000 K Street, Suite 600 Washington, D.C. 20007 Tel: (202) 295-4085


28 039132-06828/4846-7295-58684839-7797-7054.1

Fax: (202) 672-5399 Email: [email protected] Counsel for the Debtors and Debtors in Possession


039132-06828/4846-7295-5868.1 4814-0811-1318.3 4814-0811-1318.4

4819-4519-4460.2

Schedule A

[Cash Collateral Budget]


039132-06828/4846-7295-5868.1 4814-0811-1318.3 4814-0811-1318.4

4819-4519-4460.2

Schedule B

[Compliance Covenants] Relating to the Loan Agreement Section 4.4 (regarding compliance with regulatory requirements) Section 4.8 (regarding tax exemption) Section 4.9 (regarding expenditures on the project) Section 4.10 (regarding tax exempt status) Section 4.11 (regarding disposition of the project) Section 6.1 (regarding maintenance of project) Section 6.2 (regarding insurance) Relating to the Master Indenture Section 4.06 (regarding maintenance of properties) Section 4.07 (regarding corporate existence) Section 4.08 (regarding preservation of qualifications) Section 4.10 (regarding insurance) Section 4.11 (regarding rates and charges) Section 4.12 (regarding damage or destruction) Section 4.13 (regarding condemnation)


039132-06828/4819-3606-9086.2 3

Exhibit C

Budget for Fifth Interim Order (MTPC, LLC)


PCPT

N C

ash

Budg

et($

)w

k 10

wk

11w

k 12

wk

13w

k 14

wk

15w

k 16

19-F

eb26

-Feb

5-M

ar12

-Mar

19-M

ar26

-Mar

2-Ap

r

Ope

ning

Cas

h Ba

lanc

e (b

)1,

162,

710

1,

221,

876

1,

125,

258

78

1,85

6

79

3,87

9

901,

878

60

7,78

1

Cash

Rec

eipt

s28

1,27

9

28

1,27

9

33

0,11

2

33

0,11

2

33

0,11

2

330,

112

35

5,29

9

Payr

oll

-

(1

31,4

55)

-

(131

,455

)

-

(1

31,4

55)

-

Ph

ysic

ians

(134

,837

)

-

-

-

(1

34,8

37)

(2

91,3

11)

-

Fa

cilit

y Ex

pens

e(4

6,31

6)

-

(46,

316)

-

(4

6,31

6)

-

(46,

316)

O

&M

Cur

rent

Pay

men

ts-

-

(3

23,0

00)

-

-

-

(323

,000

)

SG

&A

and

Oth

ers

(30,

960)

(51,

443)

(35,

197)

(148

,829

)

(30,

960)

(51,

443)

(35,

197)

Re

late

d Se

rvic

e Pr

ovid

er P

aym

ents

(Mgm

t. Fe

e)-

-

(1

40,0

00)

-

-

-

(140

,000

)

Re

late

d Se

rvic

e Pr

ovid

er P

aym

ents

(Sha

red

Serv

ice)

-

(1

95,0

00)

-

-

-

(150

,000

)

-

Oth

er D

efer

red

Paym

ents

-

-

-

-

-

-

-

Ope

ratin

g Ex

pens

es(2

12,1

13)

(3

77,8

98)

(5

44,5

13)

(2

80,2

84)

(2

12,1

13)

(6

24,2

09)

(5

44,5

13)

Net

Cas

h Fl

ow fr

om O

pera

tions

69,1

66

(96,

619)

(214

,401

)

49,8

28

117,

999

(2

94,0

97)

(1

89,2

15)

Deb

tor's

Cou

nsel

- Fo

ley

Lard

ner

-

-

(56,

000)

-

-

-

(5

6,00

0)

Loca

l Cou

nsel

-

-

(28,

000)

-

-

-

(2

8,00

0)

Deb

tor's

Fin

anci

al A

dvis

or -

CRS

Caps

tone

Par

tner

s-

-

(2

6,00

0)

-

-

-

(26,

000)

D

ebto

r's C

RO -

Trin

ity R

iver

Adv

isor

s(1

0,00

0)

-

(10,

000)

-

(1

0,00

0)

-

(10,

000)

Cl

aim

s/N

otic

ing

Agen

t-

-

(9

,000

)

-

-

-

(9

,000

)

UCC

Cou

nsel

-

-

-

-

-

-

-

UCC

Adv

isor

s-

-

-

-

-

-

-

U

S Tr

uste

e Fe

es-

-

-

(37,

806)

-

-

-

Lega

l, Pr

ofes

sion

al &

Adm

inis

trat

ive

Cost

s (a

)(1

0,00

0)

-

(129

,000

)

(37,

806)

(10,

000)

-

(129

,000

)

Clos

ing

Ope

ratin

g Ca

sh B

alan

ce1,

221,

876

1,

125,

258

78

1,85

6

79

3,87

9

90

1,87

8

607,

781

28

9,56

7

(a) D

oes

not i

nclu

de a

ny p

oten

tial y

et c

urre

ntly

und

eter

min

ed fe

es a

nd/o

r suc

cess

fees

for a

n in

vest

men

t ban

ker

(b) O

peni

ng c

ash

bala

nce

refle

ctiv

e of

prio

r app

rove

d di

sbur

sem

ents

that

hav

e ye

t to

be p

aid

due

to ti

min

g.


039132-06828/4819-3606-9086.2 4

Exhibit D

Budget for Fifth Interim Order (The Proton Therapy Center, LLC)


PCPT

K Ca

sh B

udge

t($

)w

k 10

wk

11w

k 12

wk

13w

k 14

wk

15w

k 16

19-F

eb26

-Feb

5-M

ar12

-Mar

19-M

ar26

-Mar

2-A

pr

Ope

ning

Cas

h Ba

lanc

e (b

)3,

664,

496

3,

774,

261

3,

352,

484

3,

429,

098

3,

032,

995

3,

201,

990

2,

574,

024

Cash

Rec

eipt

s35

0,17

8

35

0,17

8

40

9,40

8

40

9,40

8

40

9,40

8

40

9,40

8

44

2,18

1

Payr

oll

-

(2

33,8

33)

-

(233

,833

)

-

(2

33,8

33)

-

Ph

ysic

ians

(221

,760

)

-

-

-

(2

21,7

60)

(2

58,5

94)

-

Fa

cilit

y Ex

pens

e-

(98,

632)

-

-

-

(9

8,63

2)

-

Eq

uipm

ent M

aint

enan

ce-

-

-

(345

,000

)

-

(1

3,12

5)

-

SG

&A

and

Oth

ers

(8,6

53)

(1

97,0

55)

(2

3,79

3)

(7

5,75

2)

(8

,653

)

(190

,755

)

(1

4,95

3)

Re

late

d Se

rvic

e Pr

ovid

er P

aym

ents

(Mgm

t. Fe

e)-

-

(1

80,0

00)

-

-

-

(1

80,0

00)

Re

late

d Se

rvic

e Pr

ovid

er P

aym

ents

(Sha

red

Serv

ice)

-

(2

42,4

34)

-

(98,

500)

-

(2

42,4

34)

-

O

ther

Def

erre

d Pa

ymen

ts-

-

-

-

-

-

-

O

pera

ting

Expe

nses

(230

,413

)

(771

,955

)

(203

,793

)

(753

,085

)

(230

,413

)

(1,0

37,3

74)

(1

94,9

53)

Net

Cas

h Fl

ow fr

om O

pera

tions

119,

765

(421

,777

)

205,

615

(343

,677

)

178,

995

(627

,966

)

24

7,22

8

Deb

tor's

Cou

nsel

- Fo

ley

Lard

ner

-

-

(56,

000)

-

-

-

(56,

000)

Loca

l Cou

nsel

-

-

(28,

000)

-

-

-

(28,

000)

Deb

tor's

Fin

anci

al A

dvis

or -

CRS

Caps

tone

Par

tner

s-

-

(2

6,00

0)

-

-

-

(2

6,00

0)

D

ebto

r's C

RO -

Trin

ity R

iver

Adv

isor

s(1

0,00

0)

-

(10,

000)

-

(1

0,00

0)

-

(1

0,00

0)

Cl

aim

s/N

otic

ing

Agen

t-

-

(9

,000

)

-

-

-

(9,0

00)

U

CC C

ouns

el-

-

-

-

-

-

-

U

CC A

dvis

ors

-

-

-

-

-

-

-

US

Trus

tee

Fees

-

-

-

(5

2,42

5)

-

-

-

Le

gal,

Prof

essi

onal

& A

dmin

istr

ativ

e Co

sts

(a)

(10,

000)

-

(1

29,0

00)

(5

2,42

5)

(1

0,00

0)

-

(1

29,0

00)

Clos

ing

Ope

ratin

g Ca

sh B

alan

ce3,

774,

261

3,35

2,48

4

3,

429,

098

3,03

2,99

5

3,

201,

990

2,

574,

024

2,

692,

252

(a) D

oes

not i

nclu

de a

ny p

oten

tial y

et c

urre

ntly

und

eter

min

ed fe

es a

nd/o

r suc

cess

fees

for a

n in

vest

men

t ban

ker

(b) O

peni

ng c

ash

bala

nce

refle

ctiv

e of

prio

r app

rove

d di

sbur

sem

ents

that

hav

e ye

t to

be p

aid

due

to ti

min

g.
