Roy M. Terry, Jr., VSB No. 17764

William A. Gray, VSB No. 46911

John C. Smith, VSB No. 44556

SANDS ANDERSON PC

P.O. Box 1998

Richmond, Virginia 23218-1998

Telephone: 804.648.1636

Proposed Counsel for the Debtors

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Alexandria Division

In Re:

TCR III, INC. (f/k/a America House One, Inc.), Case No. 15-14162-BFK

EIN: 54-1910021

TCR IV, INC. (f/k/a America House Two, Inc.), Case No. 15-14163-BFK

EIN: 54-1892641

TCR V, INC. (f/k/a America House Three, Inc.), Case No. 15-14165-BFK

EIN: 54-1914323

TCR VI, INC., and Case No. 15-14168-BFK

EIN: 76-0801398

AMERICA HOUSE ASSISTED LIVING OF Case No. 15-14169-BFK

FRONT ROYAL, L.L.C.,

EIN: 54-2023050

Debtors. Chapter 11

DEBTOR'S MOTION TO PAY

CRITICAL VENDORS

COME NOW TCR III, Inc. (f/k/a America House One, Inc.); TCR IV, Inc. (f/k/a America

House Two, Inc.); TCR V, Inc. (f/k/a America House Three, Inc.); TCR VI, Inc.; and America

House Assisted Living of Front Royal, L.L.C. (collectively the "Debtors"), by counsel, and file

this motion pursuant to Bankruptcy Code §§ 105(a) and 363(c), and Federal Rule of Bankruptcy

Procedure 6003 for entry of an order authorizing Debtor to pay certain prepetition claims held by

critical vendors, and in support thereof state as follows:

Jurisdiction

1. On November 24, 2015 (the "Petition Date"), the Debtors filed voluntary

petitions seeking relief pursuant to Chapter 11 of the United States Bankruptcy Code. The

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Debtors continue to manage and operate their respective business as a debtor-in-possession in

accordance with 11 U.S.C. §§ 1107 and 1108. No creditor’s committee, trustee, or examiner has

been appointed herein.

2. The Court has jurisdiction over this motion pursuant to 28 U.S.C. § 157(b)(2).

3. Venue in this District is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

Summary

4. Debtor TCR III, Inc. ("TCR III"), is a Virginia corporation licensed by the

Virginia Department of Social Services to operate an assisted living facility for up to 27 residents

at 10140 Hastings Drive, Manassas, Virginia 20110 (the "Manassas Facility"). TCR III owns

the Manassas Facility.

5. Debtor TCR IV, Inc. ("TCR IV") is a Virginia corporation licensed by the

Virginia Department of Social Services to operate an assisted living facility for up to 31 residents

at 680 University Lane, Orange, Virginia 22960 (the "Orange Facility"). TCR IV owns the

Orange Facility.

6. Debtor TCR V, Inc. ("TCR V") is a Virginia corporation licensed by the Virginia

Department of Social Services to operate an assisted living facility for up to 46 residents at 110

Spanish Oak Road, Stephens City, Virginia 22665 (the "Stephens City Facility"). TCR V owns

the Stephens Facility.

7. Debtor American House Assisted Living of Front Royal, L.L.C. ("America

House Front Royal") is a Virginia limited liability company licensed by the Virginia

Department of Social Services to operate an assisted living facility for up to 27 residents at 106

Westminster Drive, Front Royal, Virginia 22630 (the "Front Royal Facility") (together with the

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Manassas Facility, the Orange Facility and the Stephens City Facility, the "Facilities"). America

House Front Royal owns the Front Royal Facility.

8. Debtor TCR VI, Inc. ("TCR VI") is a Virginia corporation with a mailing address

of 400A Kendrick Lane, Front Royal, Virginia 22630. TCR VI is wholly owned by TCR III.

TCR VI was formed to manage one or more Facilities, but never took over management of any

of the Facilities.

9. For each of the Debtors except TCR VI, the residents in the Facilities are elderly

people who rely on the Debtor for their every need.

10. Upon information and belief, attached as Exhibit A is a summary of debtors

unsecured non-priority claims as of the Petition Date which total as follows:

TCR III $ 6,653.48

TCR IV 6,579.92

TCR V 7,607.54

TCR VI .00

Front Royal 7,535.28

Grand Total $28,376.22

11. Of the Grand Total, Debtors owe $12,341.61 to FPC Food Service for food used

by Debtor to feed the residents. FPC will not make further deliveries unless it is paid for

prepetition deliveries. Debtor can shop for food at grocery stores, but believes the food would

cost more and there is the issue of transporting food sufficient to feed all of the residents three

times a day. Ultimately Debtor believes it would cost more to lose FPC as a vendor than it

would to pay the prepetition cost.

12. Of the Grand Total, Debtors owe $9,054.65 to Food Lion for food used by

Debtors to feed the residents. Debtor does not want to lose Food Lion as a vendor.

13. Of the Grand Total, Debtors owe $5,635.49 for prepetition utility services (i.e.,

$1,555.12 to Dominion Virginia Power, $3,145.46 to Town of Front Royal, and $934.91 to

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Town of Orange). Debtors cannot allow utility services to be cut-off for its residents. Debtor

believes that it would cost more to pay adequate assurance deposits to the utility companies than

to pay the prepetition utility bills.

14. Of the Grand Total, the remaining amount (which is for maintenance) totals

$1,344.47. Debtors believe this is de minimus,

Relief Requested

15. By the Motion, Debtor seeks entry of an order authorizing Debtor to pay its

unsecured non-priority claims as of the Petition Date.

16. Upon information and belief, the Office of the US Trustee does not oppose this

relief.

Basis for Relief

17. Bankruptcy Code § 105(a) empowers a Court to "issue any order, process, or

judgment that is necessary or appropriate to carry out the provisions of this title." 11 U.S.C.

§ 105(a). A bankruptcy court’s use of section 105(a) to "authorize the payment of prepetition

debt when such payment is needed to facilitate the rehabilitation of the debtor is not a novel

concept." In re Ionosphere Clubs, Inc., 98 B.R. 174, 175 (Bankr. S.D.N.Y. 1989). "Under

Section 105, a court can permit pre-plan payment of prepetition obligations when essential to the

continued operation of the debtor." In re NVR L.P., 147 B.R. 126, 127 (Bankr. E.D. Va. 1992)

(citing Ionosphere Clubs, 98 B.R. at 177).

18. Federal Rule of Bankruptcy Procedure 6003 provides in the relevant part:

Except to the extent that relief is necessary to avoid immediate and

irreparable harm, the court shall not, within 21 days after the filing

of the petition, issue an order granting . . .

. . .

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(b) a motion to use, sell, lease, or otherwise incur an

obligation regarding property of the estate, including a motion

to pay all or part of a claim that arose before the filing of the

petition, . . . ;

FED. R. BANKR. P. 6003.

19. To avoid immediate and irreparable harm, critical vendor payments are allowed

where vendors would indeed cease deliveries if not paid and the creditors are better off in a

reorganization than a liquidation.

WHEREFORE, Debtor respectfully requests that the Court enter an Order, substantially

in the form attached hereto as Exhibit B, granting the relief requested in the Motion, and for such

other and further relief as the Court deems just and proper.

Date: December 29, 2015 TCR III, INC., TCR IV, INC.,

TCR V, INC., TCR VI, INC., and

AMERICA HOUSE ASSISTED LIVING OF

FRONT ROYAL, L.L.C.,

by Proposed Counsel

/s/ Roy M. Terry, Jr.

Roy M. Terry, Jr., VSB No. 17764

William A. Gray, VSB No. 46911

John C. Smith, VSB No. 44556

SANDS ANDERSON PC

P.O. Box 1998

Richmond, VA 23218-1998

Telephone: 804.648.1636

Proposed Counsel for the Debtors

W3224885

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Summary of Unsecured Non-priority Claims

As of 11/224/2015 (the Petition Date)

Front Grand

TCR III TCR IV TCR V TCR VI Royal Total

No. 15-14162 No. 15-14163 No. 15-14165 No. 15-14168 No. 15-14169

Blossman Gas Utilities 29.48 29.48

Dominion Virginia Power Utilities 1,555.12 1,555.12 *

Fire & Life Safety America Maintenance 518.75 518.75

Food Lion Food 1,279.74 1,773.43 1,520.09 2,166.22 6,739.48

FPC Food Service Food 3,045.64 1,939.79 2,583.40 5,578.01 13,146.84 *

Gilliam's Bldg Supply Maintenance 59.58 59.58

Mast LTC Nursing Supplies 67.98 89.56 136.69 108.13 402.36

Miller Hadware Maintenance 70.99 16.84 87.83

Sherwin-Williams Maintenance 43.16 43.16

Total Pest Services Pest Control 65.00 65.00 65.00 65.00 260.00

Town of Front Royal Utilities 3,145.46 3,145.46 *

4,561.10 5,422.90 4,894.92 - 11,109.14 25,988.06

* Denotes pre-petition debts which debtor has paid post-petition to avoid vendor cutting off service.

EXHIBIT A

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EXHIBIT B

Roy M. Terry, Jr., VSB No. 17764

William A. Gray, VSB No. 46911

John C. Smith, VSB No. 44556

SANDS ANDERSON PC

P.O. Box 1998

Richmond, VA 23218-1998

Telephone: 804.648.1636

Proposed Counsel for the Debtors

UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF VIRGINIA

Alexandria Division

In Re:

TCR III, INC. (f/k/a America House One, Inc.), Case No. 15-14162-BFK

EIN: 54-1910021

TCR IV, INC. (f/k/a America House Two, Inc.), Case No. 15-14163-BFK

EIN: 54-1892641

TCR V, INC. (f/k/a America House Three, Inc.), Case No. 15-14165-BFK

EIN: 54-1914323

TCR VI, INC., and Case No. 15-14168-BFK

EIN: 76-0801398

AMERICA HOUSE ASSISTED LIVING OF Case No. 15-14169-BFK

FRONT ROYAL, L.L.C.,

EIN: 54-2023050

Debtors. Chapter 11

ORDER AUTHORIZING PAYMENT OF

CRITICAL VENDOR PREPETITION CLAIMS

This matter comes before the Court upon the Debtor’s motion to pay prepetition claims

held by certain critical vendors, and due notice having been provided under the circumstances,

and sufficient cause appearing therefore,

IT IS ORDERED that Debtor’s Motion to Pay Critical Vendors is GRANTED; and

IT IS ORDERED that Debtor is authorized, but not directed, to pay its unsecured nonpriority claims as of the Petition Date.

DATE:

UNITED STATES BANKRUPTCY JUDGE

ENTERED ON DOCKET:

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I ask for this:

/s/ Roy M. Terry, Jr.

Roy M. Terry, Jr., VSB No. 17764

William A. Gray, VSB No. 46911

John C. Smith, VSB No. 44556

SANDS ANDERSON PC

P.O. Box 1998

Richmond, VA 23218-1998

Telephone: 804.648.1636

Proposed Counsel for the Debtors

LOCAL RULE 9022-1(C) CERTIFICATION

I hereby certify that the foregoing proposed order has been endorsed by all necessary

parties.

/s/ Roy M. Terry, Jr.

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Copies to:

Charles V. Rice

400A Kendrick Lane

Front Royal, VA 22630

Proposed Debtor Designee

Roy M. Terry, Jr., Esquire

SANDS ANDERSON PC

P.O. Box 1998

Richmond, VA 23218-1998

Proposed Counsel for Debtors

TC 10 Grantor Trust

TS Cambridge Grantor Trust

c/o Valstone Asset Management

260 E. Brown Street, # 250

Birmingham, MI 48009

Secured Parties

Bruce M. Blanchard, Esquire

Donald King, Esquire

Alexander M. Laughlin, Esquire

Odin, Feldman & Pittleman, P.C.

1775 Wiehle Avenue, Suite 400

Reston, VA 20190

Counsel for Secured Parties

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