1001-00007 · Client 1001 · Financing

granton-payoff-letter.docx DOCUMENT M&A / Corporate

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GRANTON SAVINGS BANK, N.A. 500 Church Street Nashville, Tennessee 37219

April 18, 2025

MedVance Health Systems, Inc. 4200 West End Avenue, Suite 1100 Nashville, Tennessee 37205

Attention: Angela Moretti, Chief Financial Officer

Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, New York 10022

Attention: Thomas Kearney, Vice President

Ridgeline National Bank, N.A., as Administrative Agent 225 Liberty Street New York, New York 10281

Attention: Laura Fitzpatrick, Managing Director, Healthcare Lending

Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, New York 10020

Attention: Megan Chu

Re: Payoff of Indebtedness of MedVance Health Systems, Inc. under that certain Credit Agreement dated as of June 15, 2021, as amended, by and among MedVance Health Systems, Inc., as Borrower, and Granton Savings Bank, N.A., as Lender (the "Existing Credit Agreement")

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of June 15, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of March 22, 2022, that certain Second Amendment to Credit Agreement, dated as of November 8, 2023, and that certain Third Amendment and Waiver to Credit Agreement, dated as of July 19, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and among MedVance Health Systems, Inc., a Tennessee corporation (the "Company" or "MedVance"), as Borrower, and Granton Savings Bank, N.A., a national banking association ("Granton" or the "Existing Lender"), as Lender. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement.

This Payoff Letter (this "Payoff Letter") is being delivered in connection with the proposed acquisition of MedVance by Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), pursuant to that certain Stock Purchase Agreement, dated as of February 10, 2025 (the "Purchase Agreement"), by and among the Purchaser, MedVance, and the equityholders of MedVance named therein, and the related refinancing of MedVance's existing indebtedness under the Existing Credit Agreement. We understand that, concurrently with the closing of the transactions contemplated by the Purchase Agreement, the Company and the Purchaser intend to repay in full all outstanding obligations of MedVance under the Existing Credit Agreement and to obtain the release and termination of all liens, security interests, and other encumbrances held by Granton in connection therewith.

1. Outstanding Indebtedness and Payoff Amount

In connection with the acquisition of MedVance by the Purchaser, Granton hereby confirms the total amounts outstanding under the Existing Credit Agreement as of the close of business on April 18, 2025 (the "Payoff Date"), as follows:

The Total Payoff Amount of Forty-One Million Three Hundred Thousand Dollars ($41,300,000.00) (the "Total Payoff Amount") represents the aggregate of all amounts necessary to satisfy in full all obligations of MedVance and its subsidiaries to Granton under the Existing Credit Agreement and all related Existing Loan Documents (as defined below), and is good through the close of business on April 18, 2025. The outstanding principal balance set forth above reflects the aggregate of (i) the outstanding principal balance of the term loan facility under the Existing Credit Agreement in the amount of $28,125,000.00, and (ii) the outstanding principal balance of the revolving credit facility under the Existing Credit Agreement in the amount of $12,500,000.00. The accrued and unpaid interest has been calculated at the applicable interest rates set forth in the Existing Credit Agreement through and including the Payoff Date. The breakage costs set forth above reflect the costs and losses incurred by Granton as a result of the prepayment of SOFR-based borrowings prior to the expiration of the applicable interest period, as calculated in accordance with Section 2.16 of the Existing Credit Agreement.

If the Total Payoff Amount is not received by Granton in full and in immediately available collected funds by the close of business on the Payoff Date, a per diem interest charge of Eleven Thousand Two Hundred Eighty-Four Dollars and Seventy-Two Cents ($11,284.72) (the "Per Diem Amount") shall accrue and be payable for each additional calendar day from and after April 18, 2025 until the date on which the Total Payoff Amount (together with all accrued Per Diem Amounts) is received by Granton in full and in immediately available collected funds. The Per Diem Amount has been calculated based on the weighted average interest rate applicable to the outstanding principal balance under the Existing Credit Agreement as of the Payoff Date. Any payment received after 2:00 p.m. Eastern Time on any business day shall be deemed received on the next succeeding business day for purposes of calculating the Per Diem Amount.

2. Wire Transfer Instructions

The Total Payoff Amount (together with any applicable Per Diem Amounts) shall be remitted to Granton by wire transfer of immediately available federal funds in accordance with the following irrevocable wire transfer instructions:

Bank Name: Granton Savings Bank, N.A. ABA Routing Number: 064009876 Account Name: Granton Savings Bank, N.A. — Loan Payoff Account Account Number: 7851-4420-3369 Reference: MedVance Health Systems, Inc. — Loan Payoff / April 18, 2025

The Total Payoff Amount must be remitted in immediately available federal funds via the Fedwire Funds Service. Granton shall have no obligation to release any liens, security interests, pledges, mortgages, deeds of trust, assignments, or other encumbrances, or to deliver any of the release documentation described in Section 4 of this Payoff Letter, until the Total Payoff Amount (together with any applicable Per Diem Amounts) has been received in full and in collected funds in the account specified above. Neither certified checks, cashier's checks, nor ACH transfers shall constitute acceptable forms of payment for purposes of this Payoff Letter.

Please notify Laura Jennings, Senior Vice President, Granton Savings Bank, N.A., at (615) 555-0147 or laura.jennings@grantonsavings.com upon initiation of the wire transfer so that Granton may confirm receipt of funds on the Payoff Date.

3. Identification of Loan Documents

The following is a complete list of the Existing Credit Agreement and all related loan documents, instruments, and agreements securing or otherwise relating to the indebtedness being repaid pursuant to this Payoff Letter (collectively, together with all amendments, supplements, restatements, and ancillary documents related thereto, the "Existing Loan Documents"):

(a) Credit Agreement, dated as of June 15, 2021, by and between MedVance Health Systems, Inc., as Borrower, and Granton Savings Bank, N.A., as Lender, as amended by (i) the First Amendment to Credit Agreement, dated as of March 22, 2022, (ii) the Second Amendment to Credit Agreement, dated as of November 8, 2023, and (iii) the Third Amendment and Waiver to Credit Agreement, dated as of July 19, 2024.

(b) Promissory Note (Term Loan), dated as of June 15, 2021, issued by MedVance Health Systems, Inc. in favor of Granton Savings Bank, N.A., in the original principal amount of $45,000,000.00.

(c) Promissory Note (Revolving Credit), dated as of June 15, 2021, issued by MedVance Health Systems, Inc. in favor of Granton Savings Bank, N.A., in the original principal amount of $15,000,000.00.

(d) Security Agreement, dated as of June 15, 2021, by and between MedVance Health Systems, Inc. and Granton Savings Bank, N.A., granting Granton a first-priority security interest in substantially all personal property assets of MedVance, including accounts, inventory, equipment, general intangibles, intellectual property, investment property, instruments, deposit accounts, chattel paper, letter-of-credit rights, commercial tort claims, and all proceeds and products thereof.

(e) Pledge Agreement, dated as of June 15, 2021, by MedVance Health Systems, Inc. in favor of Granton Savings Bank, N.A., pledging one hundred percent (100%) of the issued and outstanding equity interests in each of MedVance's direct and indirect subsidiaries, including:

(i) MedVance Ambulatory Services, LLC, a Tennessee limited liability company; (ii) MedVance Rehabilitation Partners, LLC, an Alabama limited liability company; (iii) MedVance Physician Group, P.C., a Tennessee professional corporation (to the extent permitted by applicable law); and (iv) MedVance Southeast Operations, LLC, a Georgia limited liability company.

(f) Subsidiary Guaranty Agreement, dated as of June 15, 2021, by MedVance Ambulatory Services, LLC, MedVance Rehabilitation Partners, LLC, and MedVance Southeast Operations, LLC (collectively, the "Subsidiary Guarantors"), in favor of Granton Savings Bank, N.A., guaranteeing all obligations of MedVance under the Existing Credit Agreement.

(g) Subsidiary Security Agreement, dated as of June 15, 2021, by the Subsidiary Guarantors in favor of Granton Savings Bank, N.A., granting Granton a first-priority security interest in substantially all personal property assets of each Subsidiary Guarantor.

(h) Mortgages / Deeds of Trust encumbering the following owned real property of MedVance and its subsidiaries:

(i) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Health Systems, Inc., recorded on June 22, 2021, in the Register's Office of Davidson County, Tennessee, as Instrument No. 20210622-0061534, encumbering real property located at 4200 West End Avenue, Nashville, Davidson County, Tennessee 37205.

(ii) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Ambulatory Services, LLC, recorded on June 23, 2021, in the Register's Office of Williamson County, Tennessee, as Instrument No. 2021-034812, encumbering real property located at 1850 Mallory Lane, Brentwood, Williamson County, Tennessee 37027.

(iii) Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Rehabilitation Partners, LLC, recorded on June 25, 2021, in the Office of the Judge of Probate of Madison County, Alabama, at Book 2021-M, Page 4478, encumbering real property located at 3700 Memorial Parkway SW, Huntsville, Madison County, Alabama 35801.

(iv) Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Southeast Operations, LLC, recorded on June 28, 2021, in the Office of the Clerk of Superior Court of Fulton County, Georgia, at Deed Book 64210, Page 332, encumbering real property located at 2500 Windy Hill Road SE, Suite 400, Marietta, Cobb County, Georgia 30067. (Note: This instrument was initially recorded in Fulton County but corrected by re-recording on July 12, 2021, in the Office of the Clerk of Superior Court of Cobb County, Georgia, at Deed Book 17893, Page 215.)

(v) Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Health Systems, Inc., recorded on June 29, 2021, in the Office of the County Clerk of Jefferson County, Kentucky, in Mortgage Book 12044, Page 670, encumbering real property located at 9510 Ormsby Station Road, Louisville, Jefferson County, Kentucky 40223.

(i) UCC-1 Financing Statements filed on behalf of Granton Savings Bank, N.A., as Secured Party, against MedVance Health Systems, Inc. and/or its subsidiaries, as Debtors, as follows:

(i) UCC-1 Financing Statement filed with the Delaware Secretary of State on June 16, 2021, File No. 2021-3456789, naming MedVance Health Systems, Inc. as Debtor (as continued by UCC-3 Continuation Statement filed on May 14, 2026, if applicable).

(ii) UCC-1 Financing Statement filed with the Tennessee Secretary of State on June 16, 2021, File No. 001-2021-045623, naming MedVance Ambulatory Services, LLC as Debtor.

(iii) UCC-1 Financing Statement filed with the Alabama Secretary of State on June 17, 2021, File No. 21-0078451, naming MedVance Rehabilitation Partners, LLC as Debtor.

(iv) UCC-1 Financing Statement filed with the Georgia Superior Court Clerks' Cooperative Authority on June 17, 2021, File No. 067-2021-012390, naming MedVance Southeast Operations, LLC as Debtor.

(v) UCC-1 Fixture Filing filed with the Register's Office of Davidson County, Tennessee on June 22, 2021, as Instrument No. 20210622-0061535, naming MedVance Health Systems, Inc. as Debtor.

(vi) UCC-1 Fixture Filing filed with the Register's Office of Williamson County, Tennessee on June 23, 2021, as Instrument No. 2021-034813, naming MedVance Ambulatory Services, LLC as Debtor.

(j) Deposit Account Control Agreements, each dated as of June 15, 2021, among MedVance Health Systems, Inc., Granton Savings Bank, N.A. (as Secured Party), and Granton Savings Bank, N.A. (as Depository Bank), with respect to the following deposit accounts of MedVance maintained at Granton:

(i) Operating Account No. XXXX-XXXX-7841; (ii) Payroll Account No. XXXX-XXXX-7842; and (iii) Reserve Account No. XXXX-XXXX-7843.

(k) All amendments, supplements, restatements, confirmations, joinders, and ancillary documents, instruments, and agreements related to any of the foregoing, including all side letters, intercreditor agreements, landlord access agreements, and bailee letters delivered in connection therewith.

The documents listed in clauses (a) through (k) above are collectively referred to herein as the "Existing Loan Documents."

4. Release of Liens and Security Interests

Upon receipt in full of the Total Payoff Amount (together with any applicable Per Diem Amounts) in immediately available collected funds on or before the Payoff Date (or, if the payoff occurs after the Payoff Date, together with all accrued Per Diem Amounts through the date of receipt), Granton irrevocably and unconditionally agrees to the following:

(a) Release and Termination of All Liens. Granton shall release and terminate, and hereby does release and terminate (effective upon receipt of the Total Payoff Amount in full), all liens, security interests, pledges, mortgages, deeds of trust, assignments of leases and rents, fixture filings, and all other encumbrances of any kind or nature whatsoever, whether now existing or hereafter arising, granted to, held by, or in favor of Granton in or against any and all assets, properties, rights, equity interests, and other collateral of MedVance and each of its subsidiaries (including the Subsidiary Guarantors) under or in connection with the Existing Loan Documents, including all liens and security interests in real property, personal property, intellectual property, equity interests, deposit accounts, and all other collateral described in the Existing Loan Documents. All guaranty obligations of the Subsidiary Guarantors under the Subsidiary Guaranty Agreement shall be fully and unconditionally released and discharged upon receipt of the Total Payoff Amount.

(b) Delivery of Release Documentation. Within three (3) business days following receipt of the Total Payoff Amount in full and in collected funds, Granton shall deliver or cause to be delivered each of the following documents, in form and substance reasonably satisfactory to the Company, the Purchaser, and their respective counsel:

(i) UCC-3 Termination Statements with respect to each UCC-1 Financing Statement and UCC-1 Fixture Filing listed in Section 3(i) above, duly authorized and in form suitable for filing in the applicable jurisdictions, including the Delaware Secretary of State, the Tennessee Secretary of State, the Alabama Secretary of State, the Georgia Superior Court Clerks' Cooperative Authority, the Register's Office of Davidson County, Tennessee, and the Register's Office of Williamson County, Tennessee, and any other applicable filing offices in which any UCC-1 Financing Statement or fixture filing was filed in connection with the Existing Loan Documents.

(ii) Releases and Satisfactions of Mortgages / Deeds of Trust, in recordable form and duly executed, notarized, and acknowledged in accordance with the requirements of the applicable recording jurisdictions, with respect to each Mortgage, Deed of Trust, or Deed to Secure Debt listed in Section 3(h) above, including releases for recording in the following offices:

• Register's Office of Davidson County, Tennessee;

• Register's Office of Williamson County, Tennessee;

• Office of the Judge of Probate of Madison County, Alabama;

• Office of the Clerk of Superior Court of Cobb County, Georgia; and

• Office of the County Clerk of Jefferson County, Kentucky.

All such releases and satisfactions shall be delivered to Commonwealth Abstract & Title Co. (or its designated agent) for recording in the applicable offices, with recording costs and fees to be borne by the Company or the Purchaser, as applicable.

(iii) Releases of Deposit Account Control Agreements, in the form of written notices or termination letters to Granton Savings Bank, N.A. (in its capacity as Depository Bank), terminating each Deposit Account Control Agreement listed in Section 3(j) above and releasing all control rights of Granton (in its capacity as Secured Party) with respect to the deposit accounts subject thereto.

(iv) Releases of Pledge Agreements, in the form of written releases or terminations of the Pledge Agreement listed in Section 3(e) above, together with the return of any original stock certificates, membership interest certificates, or other instruments of title held by Granton (or its bailee or custodian) in connection with the Pledge Agreement, along with any related undated stock powers or transfer instruments.

(v) Such other termination, discharge, release, or reconveyance documentation as may be reasonably requested by the Company, the Purchaser, Calderwood & Harkness LLP, Ridgeline National Bank, N.A. (as Administrative Agent under the Purchaser's new credit facilities), or any title company involved in the transactions contemplated by the Purchase Agreement, in each case as may be necessary or desirable to evidence the full and complete release and termination of all liens, security interests, and other encumbrances of Granton in and against the assets, properties, and equity interests of MedVance and its subsidiaries.

(c) Authorization to File. In the event that Granton fails to deliver the UCC-3 Termination Statements described in Section 4(b)(i) within the three (3) business day period specified above, Granton hereby irrevocably authorizes and empowers MedVance, the Purchaser, Calderwood & Harkness LLP, and each of their respective designees and agents, acting singly, to file UCC-3 Termination Statements on behalf of Granton, as Secured Party of record, in any and all applicable filing offices, and Granton hereby appoints each of the foregoing as its attorney-in-fact for such purpose, which appointment is coupled with an interest and is irrevocable. Granton agrees to indemnify and hold harmless MedVance, the Purchaser, and their respective counsel from and against any and all costs and expenses (including reasonable attorneys' fees) incurred in connection with the preparation and filing of such UCC-3 Termination Statements.

5. Termination of Commitments

Upon receipt in full of the Total Payoff Amount (together with any applicable Per Diem Amounts) in immediately available collected funds, all commitments of Granton to extend credit to MedVance under the Existing Credit Agreement, including all commitments under the term loan facility and the revolving credit facility (and any letters of credit sub-facility, swingline sub-facility, or other sub-facility provided thereunder), shall automatically and irrevocably terminate. From and after the receipt of such funds, Granton shall have no further obligation to make any advances, issue any letters of credit, or extend any other credit or financial accommodations to MedVance or any of its subsidiaries under the Existing Credit Agreement or any of the Existing Loan Documents.

Upon such receipt, the Existing Credit Agreement and all Existing Loan Documents shall be deemed terminated and shall be of no further force or effect, and all obligations of MedVance and the Subsidiary Guarantors thereunder shall be deemed satisfied, discharged, and released in full; provided, however, that the following provisions of the Existing Credit Agreement shall survive such termination in accordance with their respective terms to the extent expressly provided therein: (i) the indemnification obligations of MedVance in favor of Granton under Section 10.04 of the Existing Credit Agreement (solely with respect to claims arising from events occurring prior to the Payoff Date), (ii) the expense reimbursement obligations of MedVance under Section 10.05 of the Existing Credit Agreement (solely with respect to costs and expenses incurred by Granton prior to the Payoff Date or in connection with the payoff and lien release transactions contemplated by this Payoff Letter), and (iii) any other provisions of the Existing Credit Agreement that by their express terms are stated to survive the termination thereof. For the avoidance of doubt, Granton represents that, as of the date hereof, it is not aware of any outstanding indemnification claims or expense reimbursement requests that have not been reflected in the Total Payoff Amount set forth in Section 1 above.

6. No Other Amounts Owing

Granton hereby represents, warrants, and confirms that, other than the Total Payoff Amount set forth in Section 1 of this Payoff Letter (together with any applicable Per Diem Amounts accruing after the Payoff Date), there are no other amounts of any kind or nature owing by MedVance or any of its subsidiaries to Granton under or in connection with the Existing Loan Documents. Without limiting the generality of the foregoing, Granton confirms that, as of the date hereof:

(a) there are no additional accrued and unpaid fees, charges, or expenses (including legal fees, audit fees, appraisal fees, or other out-of-pocket costs of the Existing Lender) owing by MedVance to Granton that are not reflected in the Total Payoff Amount;

(b) there are no outstanding indemnification obligations or indemnification claims asserted by Granton against MedVance or any of its subsidiaries under the Existing Loan Documents that are not reflected in the Total Payoff Amount;

(c) there are no outstanding swap, hedge, or derivative obligations between MedVance and Granton or any affiliate of Granton that are secured by the liens granted under the Existing Loan Documents;

(d) there are no outstanding letters of credit issued by Granton for the account of MedVance under the Existing Credit Agreement; and

(e) there are no other obligations, liabilities, or indebtedness of any kind owed by MedVance or any of its subsidiaries to Granton arising under or in connection with the Existing Loan Documents.

Granton hereby irrevocably waives any prepayment premium, yield maintenance amount, make-whole premium, or other prepayment penalty or charge that might otherwise be payable under the Existing Credit Agreement in connection with the payoff of the indebtedness contemplated by this Payoff Letter. The prepayment premium / make-whole amount is reflected as $0.00 in the payoff table set forth in Section 1, and Granton confirms that no such amount is due.

7. No Default or Event of Default; Consent to Payoff

Granton hereby confirms that, as of the date hereof and immediately prior to giving effect to the payoff of the indebtedness and the release of the liens contemplated by this Payoff Letter:

(a) Granton is not aware of any uncured default or event of default (as such terms are defined in the Existing Credit Agreement) under the Existing Credit Agreement or any other Existing Loan Document that would prevent, prohibit, or otherwise impair the payoff of the indebtedness or the release and termination of the liens, security interests, and other encumbrances as described in this Payoff Letter;

(b) Granton has not delivered any notice of default, notice of acceleration, or notice of the exercise of remedies to MedVance or any of its subsidiaries under the Existing Loan Documents that remains outstanding and unrescinded as of the date hereof; and

(c) Granton hereby consents to the payoff of the indebtedness under the Existing Credit Agreement and the transactions contemplated by the Stock Purchase Agreement, dated as of February 10, 2025, by and among the Purchaser, MedVance, and the equityholders of MedVance named therein, including the change of control of MedVance resulting from the consummation of such transactions, and Granton hereby waives any right to withhold consent to, or to object to, such change of control or any related transaction to the extent any such consent or waiver may be required under the Existing Credit Agreement or any other Existing Loan Document.

8. Irrevocability

This Payoff Letter constitutes the irrevocable instruction, direction, and agreement of Granton, and may not be revoked, amended, modified, supplemented, or waived without the prior written consent of each of MedVance, the Purchaser, and Calderwood & Harkness LLP. This Payoff Letter shall be binding upon Granton and its successors and assigns and shall inure to the benefit of MedVance, the Purchaser, and their respective successors and assigns. This Payoff Letter may be relied upon by MedVance, the Purchaser, Ridgeline National Bank, N.A. (in its capacity as Administrative Agent under the new credit facilities being entered into in connection with the transactions contemplated by the Purchase Agreement), Calderwood & Harkness LLP, Whitaker, Poole & Simms LLP, their respective affiliates, successors, and assigns, and any title insurance company, escrow agent, or other service provider involved in the transactions contemplated by the Purchase Agreement, including Commonwealth Abstract & Title Co. and Continental Fiduciary Trust Company.

9. Governing Law

This Payoff Letter shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflicts of law principles (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Tennessee.

10. Counterparts; Delivery

This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission, electronic mail in portable document format (PDF), or other electronic imaging means shall be as effective as delivery of an original executed counterpart and shall be binding upon the parties hereto.

[Remainder of Page Intentionally Left Blank — Signature Pages Follow]

SIGNATURE PAGE TO PAYOFF LETTER

Very truly yours,

GRANTON SAVINGS BANK, N.A.

By: ________

Name: James R. Caldwell

Title: Senior Vice President, Healthcare Lending

Date: ________

Granton Savings Bank, N.A. 500 Church Street Nashville, Tennessee 37219

ACKNOWLEDGED AND AGREED:

MEDVANCE HEALTH SYSTEMS, INC.

By: ________

Name: Angela Moretti

Title: Chief Financial Officer

Date: ________

ARDENT HEALTHCARE HOLDINGS INC.

By: ________

Name: Thomas Kearney

Title: Vice President

Date: ________

cc: (via electronic mail and overnight courier)

Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, Tennessee 37201

Attention: Rebecca Whitaker

Continental Fiduciary Trust Company 111 Wall Street New York, New York 10005

Attention: Patricia Ng, Vice President, Escrow Services

Component	Amount
Outstanding Principal Balance (Term Loan and Revolving Facility)	$40,625,000.00
Accrued and Unpaid Interest (through and including April 18, 2025)	$487,312.50
Accrued Fees (unused commitment fees and administrative agent fees)	$112,187.50
Prepayment Premium / Make-Whole Amount	$0.00
Breakage Costs (SOFR breakage for current interest period)	$75,500.00
Total Payoff Amount	$41,300,000.00

GRANTON SAVINGS BANK, N.A. 500 Church Street Nashville, Tennessee 37219
April 18, 2025
MedVance Health Systems, Inc. 4200 West End Avenue, Suite 1100 Nashville, Tennessee 37205
Attention: Angela Moretti, Chief Financial Officer
Ardent Healthcare Holdings Inc. c/o Ardent Capital Management III LLC 599 Lexington Avenue, 34th Floor New York, New York 10022
Attention: Thomas Kearney, Vice President
Ridgeline National Bank, N.A., as Administrative Agent 225 Liberty Street New York, New York 10281
Attention: Laura Fitzpatrick, Managing Director, Healthcare Lending
Calderwood & Harkness LLP 1221 Avenue of the Americas, 40th Floor New York, New York 10020
Attention: Megan Chu
Re: Payoff of Indebtedness of MedVance Health Systems, Inc. under that certain Credit Agreement dated as of June 15, 2021, as amended, by and among MedVance Health Systems, Inc., as Borrower, and Granton Savings Bank, N.A., as Lender (the "Existing Credit Agreement")
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of June 15, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of March 22, 2022, that certain Second Amendment to Credit Agreement, dated as of November 8, 2023, and that certain Third Amendment and Waiver to Credit Agreement, dated as of July 19, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and among MedVance Health Systems, Inc., a Tennessee corporation (the "Company" or "MedVance"), as Borrower, and Granton Savings Bank, N.A., a national banking association ("Granton" or the "Existing Lender"), as Lender. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement.
This Payoff Letter (this "Payoff Letter") is being delivered in connection with the proposed acquisition of MedVance by Ardent Healthcare Holdings Inc., a Delaware corporation (the "Purchaser"), pursuant to that certain Stock Purchase Agreement, dated as of February 10, 2025 (the "Purchase Agreement"), by and among the Purchaser, MedVance, and the equityholders of MedVance named therein, and the related refinancing of MedVance's existing indebtedness under the Existing Credit Agreement. We understand that, concurrently with the closing of the transactions contemplated by the Purchase Agreement, the Company and the Purchaser intend to repay in full all outstanding obligations of MedVance under the Existing Credit Agreement and to obtain the release and termination of all liens, security interests, and other encumbrances held by Granton in connection therewith.
1. Outstanding Indebtedness and Payoff Amount
In connection with the acquisition of MedVance by the Purchaser, Granton hereby confirms the total amounts outstanding under the Existing Credit Agreement as of the close of business on April 18, 2025 (the "Payoff Date"), as follows:
The Total Payoff Amount of Forty-One Million Three Hundred Thousand Dollars ($41,300,000.00) (the "Total Payoff Amount") represents the aggregate of all amounts necessary to satisfy in full all obligations of MedVance and its subsidiaries to Granton under the Existing Credit Agreement and all related Existing Loan Documents (as defined below), and is good through the close of business on April 18, 2025. The outstanding principal balance set forth above reflects the aggregate of (i) the outstanding principal balance of the term loan facility under the Existing Credit Agreement in the amount of $28,125,000.00, and (ii) the outstanding principal balance of the revolving credit facility under the Existing Credit Agreement in the amount of $12,500,000.00. The accrued and unpaid interest has been calculated at the applicable interest rates set forth in the Existing Credit Agreement through and including the Payoff Date. The breakage costs set forth above reflect the costs and losses incurred by Granton as a result of the prepayment of SOFR-based borrowings prior to the expiration of the applicable interest period, as calculated in accordance with Section 2.16 of the Existing Credit Agreement.
If the Total Payoff Amount is not received by Granton in full and in immediately available collected funds by the close of business on the Payoff Date, a per diem interest charge of Eleven Thousand Two Hundred Eighty-Four Dollars and Seventy-Two Cents ($11,284.72) (the "Per Diem Amount") shall accrue and be payable for each additional calendar day from and after April 18, 2025 until the date on which the Total Payoff Amount (together with all accrued Per Diem Amounts) is received by Granton in full and in immediately available collected funds. The Per Diem Amount has been calculated based on the weighted average interest rate applicable to the outstanding principal balance under the Existing Credit Agreement as of the Payoff Date. Any payment received after 2:00 p.m. Eastern Time on any business day shall be deemed received on the next succeeding business day for purposes of calculating the Per Diem Amount.
2. Wire Transfer Instructions
The Total Payoff Amount (together with any applicable Per Diem Amounts) shall be remitted to Granton by wire transfer of immediately available federal funds in accordance with the following irrevocable wire transfer instructions:
Bank Name: Granton Savings Bank, N.A. ABA Routing Number: 064009876 Account Name: Granton Savings Bank, N.A. — Loan Payoff Account Account Number: 7851-4420-3369 Reference: MedVance Health Systems, Inc. — Loan Payoff / April 18, 2025
The Total Payoff Amount must be remitted in immediately available federal funds via the Fedwire Funds Service. Granton shall have no obligation to release any liens, security interests, pledges, mortgages, deeds of trust, assignments, or other encumbrances, or to deliver any of the release documentation described in Section 4 of this Payoff Letter, until the Total Payoff Amount (together with any applicable Per Diem Amounts) has been received in full and in collected funds in the account specified above. Neither certified checks, cashier's checks, nor ACH transfers shall constitute acceptable forms of payment for purposes of this Payoff Letter.
Please notify Laura Jennings, Senior Vice President, Granton Savings Bank, N.A., at (615) 555-0147 or laura.jennings@grantonsavings.com upon initiation of the wire transfer so that Granton may confirm receipt of funds on the Payoff Date.
3. Identification of Loan Documents
The following is a complete list of the Existing Credit Agreement and all related loan documents, instruments, and agreements securing or otherwise relating to the indebtedness being repaid pursuant to this Payoff Letter (collectively, together with all amendments, supplements, restatements, and ancillary documents related thereto, the "Existing Loan Documents"):
(a) Credit Agreement, dated as of June 15, 2021, by and between MedVance Health Systems, Inc., as Borrower, and Granton Savings Bank, N.A., as Lender, as amended by (i) the First Amendment to Credit Agreement, dated as of March 22, 2022, (ii) the Second Amendment to Credit Agreement, dated as of November 8, 2023, and (iii) the Third Amendment and Waiver to Credit Agreement, dated as of July 19, 2024.
(b) Promissory Note (Term Loan), dated as of June 15, 2021, issued by MedVance Health Systems, Inc. in favor of Granton Savings Bank, N.A., in the original principal amount of $45,000,000.00.
(c) Promissory Note (Revolving Credit), dated as of June 15, 2021, issued by MedVance Health Systems, Inc. in favor of Granton Savings Bank, N.A., in the original principal amount of $15,000,000.00.
(d) Security Agreement, dated as of June 15, 2021, by and between MedVance Health Systems, Inc. and Granton Savings Bank, N.A., granting Granton a first-priority security interest in substantially all personal property assets of MedVance, including accounts, inventory, equipment, general intangibles, intellectual property, investment property, instruments, deposit accounts, chattel paper, letter-of-credit rights, commercial tort claims, and all proceeds and products thereof.
(e) Pledge Agreement, dated as of June 15, 2021, by MedVance Health Systems, Inc. in favor of Granton Savings Bank, N.A., pledging one hundred percent (100%) of the issued and outstanding equity interests in each of MedVance's direct and indirect subsidiaries, including:
(i) MedVance Ambulatory Services, LLC, a Tennessee limited liability company; (ii) MedVance Rehabilitation Partners, LLC, an Alabama limited liability company; (iii) MedVance Physician Group, P.C., a Tennessee professional corporation (to the extent permitted by applicable law); and (iv) MedVance Southeast Operations, LLC, a Georgia limited liability company.
(f) Subsidiary Guaranty Agreement, dated as of June 15, 2021, by MedVance Ambulatory Services, LLC, MedVance Rehabilitation Partners, LLC, and MedVance Southeast Operations, LLC (collectively, the "Subsidiary Guarantors"), in favor of Granton Savings Bank, N.A., guaranteeing all obligations of MedVance under the Existing Credit Agreement.
(g) Subsidiary Security Agreement, dated as of June 15, 2021, by the Subsidiary Guarantors in favor of Granton Savings Bank, N.A., granting Granton a first-priority security interest in substantially all personal property assets of each Subsidiary Guarantor.
(h) Mortgages / Deeds of Trust encumbering the following owned real property of MedVance and its subsidiaries:
(i) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Health Systems, Inc., recorded on June 22, 2021, in the Register's Office of Davidson County, Tennessee, as Instrument No. 20210622-0061534, encumbering real property located at 4200 West End Avenue, Nashville, Davidson County, Tennessee 37205.
(ii) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Ambulatory Services, LLC, recorded on June 23, 2021, in the Register's Office of Williamson County, Tennessee, as Instrument No. 2021-034812, encumbering real property located at 1850 Mallory Lane, Brentwood, Williamson County, Tennessee 37027.
(iii) Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Rehabilitation Partners, LLC, recorded on June 25, 2021, in the Office of the Judge of Probate of Madison County, Alabama, at Book 2021-M, Page 4478, encumbering real property located at 3700 Memorial Parkway SW, Huntsville, Madison County, Alabama 35801.
(iv) Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Southeast Operations, LLC, recorded on June 28, 2021, in the Office of the Clerk of Superior Court of Fulton County, Georgia, at Deed Book 64210, Page 332, encumbering real property located at 2500 Windy Hill Road SE, Suite 400, Marietta, Cobb County, Georgia 30067. (Note: This instrument was initially recorded in Fulton County but corrected by re-recording on July 12, 2021, in the Office of the Clerk of Superior Court of Cobb County, Georgia, at Deed Book 17893, Page 215.)
(v) Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, dated as of June 15, 2021, executed by MedVance Health Systems, Inc., recorded on June 29, 2021, in the Office of the County Clerk of Jefferson County, Kentucky, in Mortgage Book 12044, Page 670, encumbering real property located at 9510 Ormsby Station Road, Louisville, Jefferson County, Kentucky 40223.
(i) UCC-1 Financing Statements filed on behalf of Granton Savings Bank, N.A., as Secured Party, against MedVance Health Systems, Inc. and/or its subsidiaries, as Debtors, as follows:
(i) UCC-1 Financing Statement filed with the Delaware Secretary of State on June 16, 2021, File No. 2021-3456789, naming MedVance Health Systems, Inc. as Debtor (as continued by UCC-3 Continuation Statement filed on May 14, 2026, if applicable).
(ii) UCC-1 Financing Statement filed with the Tennessee Secretary of State on June 16, 2021, File No. 001-2021-045623, naming MedVance Ambulatory Services, LLC as Debtor.
(iii) UCC-1 Financing Statement filed with the Alabama Secretary of State on June 17, 2021, File No. 21-0078451, naming MedVance Rehabilitation Partners, LLC as Debtor.
(iv) UCC-1 Financing Statement filed with the Georgia Superior Court Clerks' Cooperative Authority on June 17, 2021, File No. 067-2021-012390, naming MedVance Southeast Operations, LLC as Debtor.
(v) UCC-1 Fixture Filing filed with the Register's Office of Davidson County, Tennessee on June 22, 2021, as Instrument No. 20210622-0061535, naming MedVance Health Systems, Inc. as Debtor.
(vi) UCC-1 Fixture Filing filed with the Register's Office of Williamson County, Tennessee on June 23, 2021, as Instrument No. 2021-034813, naming MedVance Ambulatory Services, LLC as Debtor.
(j) Deposit Account Control Agreements, each dated as of June 15, 2021, among MedVance Health Systems, Inc., Granton Savings Bank, N.A. (as Secured Party), and Granton Savings Bank, N.A. (as Depository Bank), with respect to the following deposit accounts of MedVance maintained at Granton:
(i) Operating Account No. XXXX-XXXX-7841; (ii) Payroll Account No. XXXX-XXXX-7842; and (iii) Reserve Account No. XXXX-XXXX-7843.
(k) All amendments, supplements, restatements, confirmations, joinders, and ancillary documents, instruments, and agreements related to any of the foregoing, including all side letters, intercreditor agreements, landlord access agreements, and bailee letters delivered in connection therewith.
The documents listed in clauses (a) through (k) above are collectively referred to herein as the "Existing Loan Documents."
4. Release of Liens and Security Interests
Upon receipt in full of the Total Payoff Amount (together with any applicable Per Diem Amounts) in immediately available collected funds on or before the Payoff Date (or, if the payoff occurs after the Payoff Date, together with all accrued Per Diem Amounts through the date of receipt), Granton irrevocably and unconditionally agrees to the following:
(a) Release and Termination of All Liens. Granton shall release and terminate, and hereby does release and terminate (effective upon receipt of the Total Payoff Amount in full), all liens, security interests, pledges, mortgages, deeds of trust, assignments of leases and rents, fixture filings, and all other encumbrances of any kind or nature whatsoever, whether now existing or hereafter arising, granted to, held by, or in favor of Granton in or against any and all assets, properties, rights, equity interests, and other collateral of MedVance and each of its subsidiaries (including the Subsidiary Guarantors) under or in connection with the Existing Loan Documents, including all liens and security interests in real property, personal property, intellectual property, equity interests, deposit accounts, and all other collateral described in the Existing Loan Documents. All guaranty obligations of the Subsidiary Guarantors under the Subsidiary Guaranty Agreement shall be fully and unconditionally released and discharged upon receipt of the Total Payoff Amount.
(b) Delivery of Release Documentation. Within three (3) business days following receipt of the Total Payoff Amount in full and in collected funds, Granton shall deliver or cause to be delivered each of the following documents, in form and substance reasonably satisfactory to the Company, the Purchaser, and their respective counsel:
(i) UCC-3 Termination Statements with respect to each UCC-1 Financing Statement and UCC-1 Fixture Filing listed in Section 3(i) above, duly authorized and in form suitable for filing in the applicable jurisdictions, including the Delaware Secretary of State, the Tennessee Secretary of State, the Alabama Secretary of State, the Georgia Superior Court Clerks' Cooperative Authority, the Register's Office of Davidson County, Tennessee, and the Register's Office of Williamson County, Tennessee, and any other applicable filing offices in which any UCC-1 Financing Statement or fixture filing was filed in connection with the Existing Loan Documents.
(ii) Releases and Satisfactions of Mortgages / Deeds of Trust, in recordable form and duly executed, notarized, and acknowledged in accordance with the requirements of the applicable recording jurisdictions, with respect to each Mortgage, Deed of Trust, or Deed to Secure Debt listed in Section 3(h) above, including releases for recording in the following offices:
•  Register's Office of Davidson County, Tennessee;
•  Register's Office of Williamson County, Tennessee;
•  Office of the Judge of Probate of Madison County, Alabama;
•  Office of the Clerk of Superior Court of Cobb County, Georgia; and
•  Office of the County Clerk of Jefferson County, Kentucky.
All such releases and satisfactions shall be delivered to Commonwealth Abstract & Title Co. (or its designated agent) for recording in the applicable offices, with recording costs and fees to be borne by the Company or the Purchaser, as applicable.
(iii) Releases of Deposit Account Control Agreements, in the form of written notices or termination letters to Granton Savings Bank, N.A. (in its capacity as Depository Bank), terminating each Deposit Account Control Agreement listed in Section 3(j) above and releasing all control rights of Granton (in its capacity as Secured Party) with respect to the deposit accounts subject thereto.
(iv) Releases of Pledge Agreements, in the form of written releases or terminations of the Pledge Agreement listed in Section 3(e) above, together with the return of any original stock certificates, membership interest certificates, or other instruments of title held by Granton (or its bailee or custodian) in connection with the Pledge Agreement, along with any related undated stock powers or transfer instruments.
(v) Such other termination, discharge, release, or reconveyance documentation as may be reasonably requested by the Company, the Purchaser, Calderwood & Harkness LLP, Ridgeline National Bank, N.A. (as Administrative Agent under the Purchaser's new credit facilities), or any title company involved in the transactions contemplated by the Purchase Agreement, in each case as may be necessary or desirable to evidence the full and complete release and termination of all liens, security interests, and other encumbrances of Granton in and against the assets, properties, and equity interests of MedVance and its subsidiaries.
(c) Authorization to File. In the event that Granton fails to deliver the UCC-3 Termination Statements described in Section 4(b)(i) within the three (3) business day period specified above, Granton hereby irrevocably authorizes and empowers MedVance, the Purchaser, Calderwood & Harkness LLP, and each of their respective designees and agents, acting singly, to file UCC-3 Termination Statements on behalf of Granton, as Secured Party of record, in any and all applicable filing offices, and Granton hereby appoints each of the foregoing as its attorney-in-fact for such purpose, which appointment is coupled with an interest and is irrevocable. Granton agrees to indemnify and hold harmless MedVance, the Purchaser, and their respective counsel from and against any and all costs and expenses (including reasonable attorneys' fees) incurred in connection with the preparation and filing of such UCC-3 Termination Statements.
5. Termination of Commitments
Upon receipt in full of the Total Payoff Amount (together with any applicable Per Diem Amounts) in immediately available collected funds, all commitments of Granton to extend credit to MedVance under the Existing Credit Agreement, including all commitments under the term loan facility and the revolving credit facility (and any letters of credit sub-facility, swingline sub-facility, or other sub-facility provided thereunder), shall automatically and irrevocably terminate. From and after the receipt of such funds, Granton shall have no further obligation to make any advances, issue any letters of credit, or extend any other credit or financial accommodations to MedVance or any of its subsidiaries under the Existing Credit Agreement or any of the Existing Loan Documents.
Upon such receipt, the Existing Credit Agreement and all Existing Loan Documents shall be deemed terminated and shall be of no further force or effect, and all obligations of MedVance and the Subsidiary Guarantors thereunder shall be deemed satisfied, discharged, and released in full; provided, however, that the following provisions of the Existing Credit Agreement shall survive such termination in accordance with their respective terms to the extent expressly provided therein: (i) the indemnification obligations of MedVance in favor of Granton under Section 10.04 of the Existing Credit Agreement (solely with respect to claims arising from events occurring prior to the Payoff Date), (ii) the expense reimbursement obligations of MedVance under Section 10.05 of the Existing Credit Agreement (solely with respect to costs and expenses incurred by Granton prior to the Payoff Date or in connection with the payoff and lien release transactions contemplated by this Payoff Letter), and (iii) any other provisions of the Existing Credit Agreement that by their express terms are stated to survive the termination thereof. For the avoidance of doubt, Granton represents that, as of the date hereof, it is not aware of any outstanding indemnification claims or expense reimbursement requests that have not been reflected in the Total Payoff Amount set forth in Section 1 above.
6. No Other Amounts Owing
Granton hereby represents, warrants, and confirms that, other than the Total Payoff Amount set forth in Section 1 of this Payoff Letter (together with any applicable Per Diem Amounts accruing after the Payoff Date), there are no other amounts of any kind or nature owing by MedVance or any of its subsidiaries to Granton under or in connection with the Existing Loan Documents. Without limiting the generality of the foregoing, Granton confirms that, as of the date hereof:
(a) there are no additional accrued and unpaid fees, charges, or expenses (including legal fees, audit fees, appraisal fees, or other out-of-pocket costs of the Existing Lender) owing by MedVance to Granton that are not reflected in the Total Payoff Amount;
(b) there are no outstanding indemnification obligations or indemnification claims asserted by Granton against MedVance or any of its subsidiaries under the Existing Loan Documents that are not reflected in the Total Payoff Amount;
(c) there are no outstanding swap, hedge, or derivative obligations between MedVance and Granton or any affiliate of Granton that are secured by the liens granted under the Existing Loan Documents;
(d) there are no outstanding letters of credit issued by Granton for the account of MedVance under the Existing Credit Agreement; and
(e) there are no other obligations, liabilities, or indebtedness of any kind owed by MedVance or any of its subsidiaries to Granton arising under or in connection with the Existing Loan Documents.
Granton hereby irrevocably waives any prepayment premium, yield maintenance amount, make-whole premium, or other prepayment penalty or charge that might otherwise be payable under the Existing Credit Agreement in connection with the payoff of the indebtedness contemplated by this Payoff Letter. The prepayment premium / make-whole amount is reflected as $0.00 in the payoff table set forth in Section 1, and Granton confirms that no such amount is due.
7. No Default or Event of Default; Consent to Payoff
Granton hereby confirms that, as of the date hereof and immediately prior to giving effect to the payoff of the indebtedness and the release of the liens contemplated by this Payoff Letter:
(a) Granton is not aware of any uncured default or event of default (as such terms are defined in the Existing Credit Agreement) under the Existing Credit Agreement or any other Existing Loan Document that would prevent, prohibit, or otherwise impair the payoff of the indebtedness or the release and termination of the liens, security interests, and other encumbrances as described in this Payoff Letter;
(b) Granton has not delivered any notice of default, notice of acceleration, or notice of the exercise of remedies to MedVance or any of its subsidiaries under the Existing Loan Documents that remains outstanding and unrescinded as of the date hereof; and
(c) Granton hereby consents to the payoff of the indebtedness under the Existing Credit Agreement and the transactions contemplated by the Stock Purchase Agreement, dated as of February 10, 2025, by and among the Purchaser, MedVance, and the equityholders of MedVance named therein, including the change of control of MedVance resulting from the consummation of such transactions, and Granton hereby waives any right to withhold consent to, or to object to, such change of control or any related transaction to the extent any such consent or waiver may be required under the Existing Credit Agreement or any other Existing Loan Document.
8. Irrevocability
This Payoff Letter constitutes the irrevocable instruction, direction, and agreement of Granton, and may not be revoked, amended, modified, supplemented, or waived without the prior written consent of each of MedVance, the Purchaser, and Calderwood & Harkness LLP. This Payoff Letter shall be binding upon Granton and its successors and assigns and shall inure to the benefit of MedVance, the Purchaser, and their respective successors and assigns. This Payoff Letter may be relied upon by MedVance, the Purchaser, Ridgeline National Bank, N.A. (in its capacity as Administrative Agent under the new credit facilities being entered into in connection with the transactions contemplated by the Purchase Agreement), Calderwood & Harkness LLP, Whitaker, Poole & Simms LLP, their respective affiliates, successors, and assigns, and any title insurance company, escrow agent, or other service provider involved in the transactions contemplated by the Purchase Agreement, including Commonwealth Abstract & Title Co. and Continental Fiduciary Trust Company.
9. Governing Law
This Payoff Letter shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to conflicts of law principles (whether of the State of Tennessee or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Tennessee.
10. Counterparts; Delivery
This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission, electronic mail in portable document format (PDF), or other electronic imaging means shall be as effective as delivery of an original executed counterpart and shall be binding upon the parties hereto.
[Remainder of Page Intentionally Left Blank — Signature Pages Follow]
SIGNATURE PAGE TO PAYOFF LETTER
Very truly yours,
GRANTON SAVINGS BANK, N.A.
By: ________
Name: James R. Caldwell
Title: Senior Vice President, Healthcare Lending
Date: ________
Granton Savings Bank, N.A. 500 Church Street Nashville, Tennessee 37219
ACKNOWLEDGED AND AGREED:
MEDVANCE HEALTH SYSTEMS, INC.
By: ________
Name: Angela Moretti
Title: Chief Financial Officer
Date: ________
ARDENT HEALTHCARE HOLDINGS INC.
By: ________
Name: Thomas Kearney
Title: Vice President
Date: ________
cc: (via electronic mail and overnight courier)
Whitaker, Poole & Simms LLP 333 Commerce Street, Suite 2800 Nashville, Tennessee 37201
Attention: Rebecca Whitaker
Continental Fiduciary Trust Company 111 Wall Street New York, New York 10005
Attention: Patricia Ng, Vice President, Escrow Services
Component | Amount
Outstanding Principal Balance (Term Loan and Revolving Facility) | $40,625,000.00
Accrued and Unpaid Interest (through and including April 18, 2025) | $487,312.50
Accrued Fees (unused commitment fees and administrative agent fees) | $112,187.50
Prepayment Premium / Make-Whole Amount | $0.00
Breakage Costs (SOFR breakage for current interest period) | $75,500.00
Total Payoff Amount | $41,300,000.00

GRANTON SAVINGS BANK, N.A. 500 Church Street Nashville, Tennessee 37219

SIGNATURE PAGE TO PAYOFF LETTER

GRANTON SAVINGS BANK, N.A.

ACKNOWLEDGED AND AGREED:

MEDVANCE HEALTH SYSTEMS, INC.

ARDENT HEALTHCARE HOLDINGS INC.

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