EXHIBIT "1" TO ORDER TO SHOW CAUSE

BIMBO FOODS, INC. P.O. BOX 827810 PHILADELPHIA, P A 19182-7810

andCraig H. Norman, Esq.Wilhelm & Norman PLLC122 Remsen StreetCohoes, New York 12047

andSolomon and Solomon P.C.Columbia CircleP.O. Box 15019Albany NY 12212-5019

andJoseph M. Shur, Esq.Relin, Goldstein & Crane, LLP28 East Main Street, Suite 1800Rochester, New York 14614

andU.S. Bank Equipment Finance1310 Madrid StreetMarshall, MN 56258

andSouthwest Credit Systems, l.P.4120 International Pkwy, Suite 1100Carrollton, TX 75007-1958

Healthcare of New York Workers’ Compensation Trustc/o SAFE, LLC620 Erie Blvd. WestSuite 100Syracuse, New York 13204

SUPREME COURT OF THE STATE OF NEW YORKCOUNTY OF TOMPKINS_________________________________________

) VERIFIED PETITIONIn the matter of the Petition of Reconstruction )Home and Health Care Center, Inc., a New ) Index No. 2013-0990York not-for-profit corporation, for Order of )Judicial of Dissolution pursuant to Section ) R.J.I. No. 2013-0521-M1109 of the Not-for-Profit Corporation Law )of the State of New York ) Assigned Justice:_________________________________________ ) _______________________

TO THE SUPREME COURT OF THE STATE OF NEW YORK:

Petitioner Reconstruction Home and Health Care Center, Inc. (“Petitioner”) by its attorneys Byrne,

Costello & Pickard, P.C. (John R. Brennan, Esq.) for its Petition herein respectfully shows to this

Court:

1. That Petitioner is a not-for-profit corporation organized and existing under the Not-

for-Profit Corporation Law and Article 28 of the Public Health Law of the State of New York.

2. That the principal office of Petitioner is located in Tompkins County, New York.

3. That Petitioner’s Certificate of Incorporation was filed by the Department of State on

May 14, 2004 (a copy of the Certificate of Incorporation of Petitioner is attached hereto and made

part hereof as Exhibit “A”).

4. That Petitioner was formed prior to the Non-Profit Revitalization Act (2013 N.Y.

Laws ch. 549).

5. That its Certificate of Incorporation provides that Petitioner is a Type “B” corporation

as (formerly) defined in Subsection b of § 201 the Not-For-Profit Corporation Law.

6. That Subsection c of § 201 of the Not-For-Profit Corporation Law as amended by

Non-Profit Revitalization Act provides that Type “B” corporations are classified as charitable

corporations.

7. That charitable corporations are subject to the requirements of Article 11 (Judicial

Dissolution) of the Not-for-Profit Corporation Law, as amended.

8. That as permitted under Subsection a of § 601 of the Not-for-Profit Corporation Law,

Petitioner has no members.

9. That the By-Laws of Petitioner are attached hereto and made part hereof as Exhibit

“B”.

10. That as set forth in said By-Laws, the business, property and assets of Petitioner are

managed and controlled by a Board of Directors.

11. That the Directors of Petitioner are set forth in Exhibit “C” attached hereto and made

part hereof.

12. That as stated in its Certificate of Incorporation, the purpose for which Petitioner was

formed was to own and operate a certain 120-bed nursing home identified as Beechtree Care Center

(f/k/a Reconstruction Home) and located at 310-318 South Albany St. in the City of Ithaca,

Tompkins County, New York 14850-5406 (the “Nursing Home”).

13. That following a Petition dated October 7, 2013, filed by Petitioner pursuant to

Section 511 of the Not-for-Profit Corporation Law, the Nursing Home was sold to 318 South Albany

Street LLC (the “Buyer”) by Order of the Supreme Court of the State of New York in and for

Tompkins County (Hon. Phillip R. Rumsey, JSC) entered in the Tompkins County Clerk’s Office

pursuant to Section 510 of the Not-for-Profit Corporation Law and recorded on January 7, 2014, as

Instrument No. 2014-00153 (copy of the Order is attached hereto as Exhibit “D”).

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14. That upon the sale, with the consent of the New York State Department of Health,

the Buyer leased the Nursing Home to BTRNC, LLC (the “New Operator”) which is a New York

limited liability company affiliated with the Buyer.

15. That as set forth in the aforesaid Petition, Petitioner contemplated dissolution after

the sale to the Buyer and New York State Department of Health establishment approval of the New

Operator as the permanent operator of the Nursing Home.

16. That the aforesaid Petition provided that Petitioner’s assets remaining after the sale

would be applied to Petitioner’s outstanding liabilities.

17. That Petitioner heretofore applied Petitioner’s remaining assets to pay costs of patient

care and sums owed to New York State (see Exhibit “E” attached hereto) and to pay or settle all

sums owed to Petitioner’s secured creditors.

18. That the New York State Department of Health heretofore approved the establishment

of the New Operator as the permanent operator of the Nursing Home.

19. That Petitioner now desires to apply its remaining assets to ratably pay Petitioner’s

remaining unsecured creditors and to subsequently dissolve.

20. That Petitioner sole remaining assets consist (a) cash reserves of $30,519.37 (see

Exhibit “F” attached hereto) released to Petitioner by a secured creditor of the Petitioner after the

settlement of Petitioner’s mortgage debt, and (b) sums paid and payable to Petitioner under the

“Universal Settlement” respecting Medicaid rate appeals and reimbursement litigation brought by

nursing homes against the State of New York.

21. That total payments of $850,000,000 will be paid to facilities by the State of Ne York

under the Universal Settlement (see subparagraph 2.1 on page 3 of the Universal Settlement Term

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Sheet approved by the State of New York attached hereto as Exhibit “G”).

22. That New York State will pay the Universal Settlement in annual installments over

five years (see subparagraph 2.1 on page 3 of the Universal Settlement Term Sheet attached hereto

as Exhibit “G”).

23. That two (2) installments under the Universal Settlement, each in the amount of

$48,584.23, have been paid with respect to the Nursing Home, for a total sum paid to date by New

York State of $97,168.46.

24. That said $97,168.46 was paid by New York State to the New Operator for the benefit

of Petitioner.

25. That the remaining three (3) installments to be paid by New York State under the

Universal Settlement with respect to the Nursing Home are each expected to be in the amount of

$48,584.23, for a total of $145,752.69.

26. That said $145,752.69 is expected to paid by New York State to the New Operator

for the benefit of Petitioner.

27. That consequently $242,921.15 in total is expected to paid by New York State under

the Universal Settlement with respect to Petitioner’s prior ownership and operation of the Nursing

Home.

28. That funds due facilities pursuant to the Universal Settlement are subject to offset and

recoupment by New York State for debts that are (or may be) due and owing from facilities to the

State (see paragraph 4 on page 4 of the Universal Settlement Term Sheet attached hereto as Exhibit

“G”).

29. That New York State will to pursue recoupment against a facility’s Medicaid rate

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before recouping against payments due under the Universal Settlement (see subparagraph 4.3 on

page 4 of the Universal Settlement Term Sheet attached hereto as Exhibit “G”).

30. That New York State can consequently hold a current owner responsible for debts that

are (or may be) due and owing from a prior owner to the State.

31. That as a result, the New Operator can consequently be held responsible for, among

other things, excess Medicaid payments subsequently determined to be due to New York State with

respect to Petitioner’s prior ownership and operation of the Nursing Home.

32. That the New Operator claims that the costs of patient care and sums previously owed

by Petitioner to New York State exceeded Petitioner’s then remaining assets (see Exhibit “E”

attached hereto).

33. That the New Operator has retained the $97,168.46 heretofore paid by New York

State under the Universal Settlement to cover its claimed excess costs of patient care.

34. That the New Operator has also advised Petitioner of its intent to lay claim to the

remaining $145,752.69 that is expected to paid by New York State under the Universal Settlement

to cover potential recoupments against the New Operator’s Medicaid rate for excess Medicaid

payments that may hereafter be determined to be due to New York State with respect to Petitioner’s

prior ownership and operation of the Nursing Home.

35. That the New Operator and Petitioner heretofore entered in to settlement negotiations

with respect to the New Operator’s claims.

36. That as a result of such negotiations, Petitioner has agreed to accept and the New

Operator has agreed to pay $75,000 in cash to Petitioner in full settlement of all claims between the

parties.

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37. That upon receipt of the $75,000 settlement payment, Petitioner’s total assets

(including Petitioner’s remaining cash reserves of $30,519.37 as set forth on Exhibit “F” attached

hereto) will be $105,519.37.

38. That at the time of the Order of the Supreme Court authorizing the sale of the Nursing

Home, the unpaid debts and liabilities owed to Petitioner’s unsecured creditors totaled $353,521.66

(a list of Petitioner’s then unsecured creditors is attached hereto as Exhibit “H”).

39. That in light of the fact that Petitioner’s unsecured debt of $353,521.66 exceeds

Petitioner’s total assets of $105,519.37, this Petition is authorized under Section 1102(a)(l)(A) of

the Not-for-Profit Corporation Law on the ground that the assets of Petitioner are not sufficient to

discharge its liabilities.

40. That this Petition was authorized by unanimous written consent of Petitioner’s Board

of Directors (a copy of the written consent of Petitioner’s Board of Directors is attached hereto as

Exhibit “I”).

41. That pursuant to this Petition, Petitioner desires to distribute its total remaining assets

of $105,519.37 to pay all administrative costs of dissolution (including the costs of this Petition) and

to thereafter ratably pay Petitioner’s remaining unsecured creditors.

42. That concurrent with the filing of this Petition and pursuant to subsection b of Section

1102 of the Not-For-Profit Corporation Law, Petitioner has served this Petition upon the Binghamton

Regional Office (Michael J. Danaher, Esq.) of the New York State Attorney General.

43. That concurrent with the filing of this Petition and pursuant to subsection c of Section

1104 of the Not-For-Profit Corporation Law, Petitioner has served this Petition upon the New York

State Department of Taxation and Finance.

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EXHIBIT “A”

Certificate of Incorporation ofReconstruction Home and Health

Care Center, Inc.

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EXHIBIT “B”

By-Laws of Reconstruction Homeand Health Care Center, Inc.

EXHIBIT “C”

Board of Directors ofReconstruction Home andHealth Care Center, Inc.

BOARD OF DIRECTORS AND OFFICERS OF RECONSTRUCTION HOME AND HEALTH CARE CENTER, INC.

Sarah GalbreathProject Manager HOLT Architects, P.C.217 N. Aurora St.Ithaca, New York 14850

Donna George (Secretary)Hospicare Coordinator of Bereavement Services172 E. King Rd.Ithaca, New York 14850

Amy Iles (Treasurer)Sciarabba, Walker & Co., LLP200 E. Buffalo St.Ithaca, New York 14850

Kara G. Pass, Sr. Vice President (Board Vice President)Tompkins Financial Advisors119 East Seneca StreetIthaca, New York 14850

Anthony Votaw, VP (Board President)Cayuga Medical Center at Ithaca101 Dates DriveIthaca, New York 14850

Jeffrey Walker, Esq.Schlather, Stumbar, Parks & Salk, LLP200 East Buffalo StreetIthaca, New York 14850

EXHIBIT “D”

Order of the Supreme Courtof the State of New York in and for Tompkins County

(Hon. Phillip R. Rumsey, JSC)

EXHIBIT “E”

Disposition of Petitioner’sRemaining Assets and Liabilities

EXHIBIT “F”

Petitioner’s remaining cashreserves of $30,519.37

EXHIBIT “G”

Universal Settlement Term Sheetapproved by the State of New York

EXHIBIT “H”

List of Unsecured Creditors

BIMBO FOODS, INC. P.O. BOX 827810 PHILADELPHIA, P A 19182-7810

andCraig H. Norman, Esq.Wilhelm & Norman PLLC122 Remsen StreetCohoes, New York 12047

andSolomon and Solomon P.C.Columbia CircleP.O. Box 15019Albany NY 12212-5019

andJoseph M. Shur, Esq.Relin, Goldstein & Crane, LLP28 East Main Street, Suite 1800Rochester, New York 14614

andU.S. Bank Equipment Finance1310 Madrid StreetMarshall, MN 56258

andSouthwest Credit Systems, l.P.4120 International Pkwy, Suite 1100Carrollton, TX 75007-1958

Healthcare of New York Workers’ Compensation Trustc/o SAFE, LLC620 Erie Blvd. WestSuite 100Syracuse, New York 13204

EXHIBIT “I”

Unanimous Written Consent ofBoard of Directors of Petitioner

RESOLUTION OF THE BOARD OF DIRECTORS OFRECONSTRUCTION HOME AND HEALTH CARE CENTER, INC.

WHEREAS Reconstruction Home and Health Care Center, Inc. (the “Corporation”) is anot-for-profit corporation organized and existing under the Not-for-Profit Corporation Law andArticle 28 of the Public Health Law of the State of New York;

WHEREAS the Corporation previously owned a certain 120-bed nursing home identified asBeechtree Care Center (f/k/a Reconstruction Home) and located at 310-318 South Albany St. in theCity of Ithaca, Tompkins County, New York 14850-5406 (the “Nursing Home”), the sale of whichwas subject to a Petition to the Tompkins County Supreme Court (the “Court”) that was approvedby an Order of the Court entered in the Tompkins County Clerk’s Office and recorded on January7, 2014, as Instrument No. 2014-00153;

WHEREAS as set forth in the aforesaid Petition, the Corporation contemplated dissolution after thesale of the Nursing Home and New York State Department of Health establishment approval of anew permanent operator of the Nursing Home;

WHEREAS pursuant to the aforesaid Petition and Order of the Court, the Corporation’s assetsremaining after the sale were applied, and are to be applied, to Corporation’s outstanding liabilities;

WHEREAS the Corporation heretofore applied its remaining assets to pay costs of patient care, sumsowed to New York State and settle all sums owed to the Corporation’s secured creditors;

WHEREAS the New York State Department of Health heretofore approved the establishment of anew permanent operator of the Nursing Home;

WHEREAS the Board of Directors have considered the advisability of voluntarily dissolving theCorporation; and

WHEREAS, the Board of Directors, after due consideration, have deemed it advisable and in thebest interests of the Corporation to adopt and approve a Plan of Dissolution and authorize the filingof a Certificate of Dissolution with the New York State Department of State subject to the approvalof the Attorney General of the State of New York, and any other necessary governmental authority,to dissolve.

NOW THEREFORE, it is

RESOLVED that the Corporation shall dissolve voluntarily; and it is further

RESOLVED that the Board of Directors does hereby adopt and approve the Plan of Dissolution inthe form attached hereto; and it is further

RESOLVED that the Board of Directors hereby authorizes the filing of a Certificate of Dissolution

with the New York State Department of State, subject to the consent of the Attorney General of theState of New York; and it is further

RESOLVED that the officers of the Corporation are hereby authorized and empowered to executesuch documents, to make any necessary, nonmaterial amendments to such documents and to do anyand all acts necessary to effectuate the foregoing resolutions; and it is further

RESOLVED that this Resolution be filed with the minutes of the proceedings or the Corporation.

ATTACHMENT

PLAN OF DISSOLUTION OFRECONSTRUCTION HOME AND HEALTH CARE CENTER, INC.

The Board of Directors of Reconstruction Home and Health Care Center, Inc. (the “Corporation”),by action of the Board of Directors, having considered the advisability of voluntarily dissolving theCorporation, and it being the determination of the Board of Directors that dissolution is advisableand it is in the best interests of the Corporation to effect such a dissolution, the Board of Directorsdoes hereby resolve that the Corporation be dissolved in accordance with the following Plan ofDissolution and that its remaining assets be distributed in accordance therewith:

PROCEDURE FOR DISSOLUTION

A. Following the Board of Directors adopting this Plan of Dissolution, the Board shall submitthis Plan of Dissolution to the New York State Attorney General for approval, whichapproval shall be attached hereto.

B. Approval of the dissolution of the Corporation is also required to be obtained from the NewYork State Department of Health and the Public Health and Health Planning Council, whichapproval shall be attached hereto.

C. Following the approval of the New York State Attorney General, the Corporation’sremaining assets shall be used to pay the Corporation’s costs of winding up its affairs andthe balance expended to ratably pay Corporation’s remaining unsecured creditors.

D. A Certificate of Dissolution shall be executed and all approvals required under Section 1003of the Not-For-Profit Corporation Law shall be attached thereto.

EXHIBIT “J”

New York State Department ofHealth and New York State

Public Health and Health PlanningCouncil acknowledgment of request

to dissolve Petitioner

PUBLIC HEALTH AND HEALTH PLANNING COUNCIL

Empire State Plaza, Corning Tower, Room 1805 (518) 402-0964

Albany, New York 12237 PHHPC@health.state.ny.us

August 22, 2017

Mr. John R. Brennan

Byrne, Costello & Pickard, P.C.

Tower 1, Suite 1600

100 Madison Street

Syracuse, NY 13202-2721

Re: Certificate of Dissolution of Reconstruction Home and Health Care Center, Inc.

Dear Mr. Brennan:

I have received your letter dated April 18, 2017, requesting approval of Certificate of

Dissolution of Reconstruction Home and Health Care Center, Inc. under section 1003 of Not-

for-Profit Corporation Law of the State of New York. Your letter has been forwarded to the

Division of Legal Affairs, Bureau of Health Facility Planning and Development for review and

approval.

You will be notified when this request has been approved, or if additional information is

required. Division of Legal Affairs staff may be reached at (518) 473-3303 if you have any

questions.

Sincerely,

Colleen M. Leonard

Executive Secretary

cc: DLA

/cl