IN THE UNITED STATES COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION

) In re: ) Chapter 11 ) MTPC, LLC, ) Case No. 3:20-bk-05438 (RSM) ) THE PROTON THERAPY CENTER, LLC, ) ) PCPT HAMLIN, LLC, ) ) ) Judge Randal S. Mashburn Debtors. ) ) (Jointly Administered) 1

SUPPLEMENTAL DECLARATION OF MARK ANDREWS IN SUPPORT OF DEBTORS’ MOTION FOR ENTRY OF FINAL ORDER (I) AUTHORIZING MTPC TO OBTAIN POSTPETITION FINANCING, (II) GRANTING LIENS AND PROVIDING SUPERPRIORITY ADMINISTRATIVE EXPENSE STATUS, AND (III) MODIFYING THE AUTOMATIC STAY

I, Mark Andrews, hereby declare, under penalty of perjury, the following:

1. My name is Mark Andrews. I am over the age of 18, have personal knowledge of

the facts stated herein or am relying on company records kept in the ordinary course of its business

describing regularly conducted business activity, unless otherwise noted, and am otherwise

competent to testify to the facts stated herein.

2. I am the Chief Restructuring Officer (“CRO”) of the above captioned debtors (the

“Debtors”). My background and experience is more fully set forth in the Declaration of Mark

Andrews, Managing Director at Trinity River Advisors and Restructuring Advisor to the Debtors

1 The jointly administered Debtors’ 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 Debtors’ service address is: 1400 Dowell Springs Boulevard, Suite 350, Knoxville, TN 37909-2447.

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in Support of the Debtors’ Chapter 11 Petitions and First-Day Motions (the “First-Day

Declaration”), which was filed on this Court’s docket at no. 15.

3. This declaration supplements my previous declaration in support of the Debtors’

Expedited Motion for Entry of Interim and Final Orders (I) Authorizing MTPC to Obtain

Postpetition Financing, (II) Authorizing MTPC to Use Cash Collateral, (III) Granting Liens and

Providing Superpriority Administrative Expense Status, (IV) Granting Adequate Protection to the

Bond Trustee, and (V) Modifying the Automatic Stay (the “Motion”). 2

4. As the CRO, I have reviewed the budget (as supplemented and amended, the

“Budget”) for the debtor-in-possession financing. Based on my review of projections by the

Company and its financial professionals, my understanding of the current cash position of the

Company, as well as anticipated cash needs, I believe that the budgeted amounts are appropriate

and warranted given the facts and circumstances of these bankruptcy cases. I have reached this

conclusion based on: (i) the overall debt of the Debtors; (ii) the Debtors’ business operations; and

(iii) the outstanding issues that must be resolved through these bankruptcy cases. Further I believe

that the provision of liquidity afforded by the loan is critical to the furtherance

of these cases. Without the availability of the debtor in possession financing, the debtor would not

be able to pay its obligations including its professionals and as a result progress would be

significantly impeded.

5. I attest to the representations made in the Motion. I also believe that the relief

requested in the Motion should be granted because it is in the best interests of the bankruptcy

estates, the of the bankruptcy estates, and all other parties in interest, including patients,

under the circumstances.

2 Capitalized terms used but not defined herein have the meanings ascribed to them in the Motion.

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Pursuant to 11 U.S.C. § 1746, I declare under penalty of that the foregoing is true and

correct.

Executed on May 7, 2021.

Respectfully Submitted,

/s/ Mark Andrews Mark Andrews Chief Restructuring Officer

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