AMENDMENT AND
WAIVER NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment and Waiver No. 1 (this
“ Amendment ”) to that certain Agreement and
Plan of Merger (the “ Merger Agreement ”), dated
as of April 6 , 2007, among DAVIS
ACQUISITION SUB LLC, a Delaware limited liability company (“
NHC/OP Sub ”), NHC/OP, L.P., a Delaware limited
partnership and the direct parent of NHC/OP Sub (“
NHC/OP ”), NATIONAL HEALTHCARE CORPORATION, a Delaware
corporation and the ultimate parent of NHC/OP, (“
Parent ”), and NATIONAL HEALTH REALTY, INC., a
Maryland corporation (the “ Company
”).
RECITALS
WHEREAS, NHC/OP Sub, NHC/OP, Parent and
Company are parties to the Merger Agreement.
WHEREAS, NHC/OP Sub, NHC/OP, Parent and
Company desire to amend the Merger Agreement in the manner set
forth below.
WHEREAS, NHC/OP Sub, NHC/OP and Parent
desire to waive a breach of a representation in the Merger
Agreement.
AGREEMENTS
In consideration of the foregoing and the
mutual covenants and agreements contained herein and in the Merger
Agreement, NHC/OP Sub, NHC/OP, Parent and Company agree as
follows:
I.
AMENDMENTS
A.
Section 3.01(d)(i) of the Merger
Agreement is hereby amended by deleting the words “by
unanimous vote of all the directors” in the first sentence
thereof and replacing them with the words “by unanimous vote
of all the di
