Exhibit 10.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF
MERGER
AMENDMENT
No. 1, dated as of April 2, 2007 (this “ Amendment
”), to the Merger Agreement (as defined below), by and among
National Home Health Care Corp., a Delaware corporation (the
“ Company ”), AG Home Health Acquisition Corp.,
a Delaware corporation (“ Acquisition Corp .”),
and AG Home Health LLC, a Delaware limited liability company
(“ Parent ”).
WHEREAS, the Company, Acquisition
Corp. and the Parent have entered into the Agreement and Plan of
Merger, dated as of November 28, 2006 (the “ Merger
Agreement ”), whereby Acquisition Corp. shall be merged
with and into the Company and the separate corporate existence of
Acquisition Corp. shall cease, and the Company shall continue as
the surviving corporation of such merger.
WHEREAS, in accordance with
Section 8.03 of the Merger Agreement, the Company, Acquisition
Corp. and the Parent desire to amend (i) Section 7.03 of the
Merger Agreement and (ii) Section 8.01 of the Merger
Agreement.
NOW, THEREFORE, in consideration
of the mutual representations, warranties and covenants contained
herein and in the Merger Agreement, and intending to be legally
bound, the Company, Acquisition Corp. and the Parent hereby agree
as follows:
ARTICLE I
AMENDMENT
Section 1.01.
Amendments
.
(a)
In clause (ii) of Section 7.03(b) of the Merger Agreement,
the clause “five (5) Business Days” is hereby deleted
and replaced, in each instance, with the following clause:
“ten (10) Business Days”.
(b)
In Section 8.01(b)
