EXECUTED VERSION BEVERLY ENTERPRISES, INC. as Issuer AND EACH OF THE GUARANTORS PARTY HERETO 7 7/8% SENIOR SUBORDINATED NOTES DUE 2014 INDENTURE Dated as of June 25, 2004 BNY Midwest Trust Company, as Trustee TABLE OF CONTENTSIndenture • August 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
1 EXHIBIT 10.22 SEVERANCE AGREEMENT AGREEMENT made as of August 26, 1997 between NEW BEVERLY HOLDINGS, INC., a Delaware corporation (the "Company"), and (the "Executive"), but to be effective as of the Effective Date. WHEREAS, the Executive is...Severance Agreement • September 22nd, 1997 • New Beverly Holdings Inc • Services-skilled nursing care facilities • Arkansas
EXHIBIT 10.9 EMPLOYMENT CONTRACT AGREEMENT made as of December 31, 2001 between BEVERLY ENTERPRISES, INC., a Delaware corporation (the "Company"), and JEFFREY P. FREIMARK (the "Executive"). WHEREAS, Executive is employed by the Company; and WHEREAS,...Employment Agreement • August 13th, 2002 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Arkansas
RECITALS:Participation Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
WITNESETHSupplemental Indenture • August 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
DATED AS OF MAY 27, 2004 BY AND AMONGAsset Purchase Agreement • August 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Tennessee
EXHIBIT 10.7 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement (this "AMENDMENT") is entered into as of July 30, 2004, by and among Hospice USA, LLC, a Tennessee limited liability company ("HOSPICE USA"), the...Asset Purchase Agreement • August 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities
I. PARTIESSettlement Agreement • March 30th, 2000 • Beverly Enterprises Inc • Services-skilled nursing care facilities
GUARANTYGuaranty • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
EXECUTED VERSION BEVERLY ENTERPRISES, INC. 7 7/8% SENIOR SUBORDINATED NOTES DUE 2014 PURCHASE AGREEMENTPurchase Agreement • August 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
1 EXHIBIT 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated as of September 30, 1999 amending the $375,000,000 Amended and Restated Credit Agreement dated as of April 30, 1998 (the "CREDIT AGREEMENT") among BEVERLY ENTERPRISES, INC. (the...Credit Agreement • November 15th, 1999 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
EXHIBIT 10.35 EMPLOYMENT CONTRACT AGREEMENT made as of April 1, 2000 between BEVERLY ENTERPRISES, INC., a Delaware corporation (the "Company"), and DOUGLAS J. BABB (the "Executive"). WHEREAS, Executive is employed by the Company or by one of its...Employment Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Arkansas
EXHIBIT 10.2 Settlement Agreement This Settlement Agreement is entered into by and between the Centers for Medicare and Medicaid Services, United States Department of Health and Human Services ("CMS") and Beverly Enterprises, Inc. ("Beverly"), through...Settlement Agreement • November 14th, 2002 • Beverly Enterprises Inc • Services-skilled nursing care facilities
EXECUTED VERSION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
WITNESSETH:Credit Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
EXHIBIT 99.2 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Shares of Rehabilicare, Inc., dated as of January 11, 2002, is, and any amendments thereto (including amendments on Schedule...Joint Filing Agreement • January 11th, 2002 • Beverly Enterprises Inc • Services-skilled nursing care facilities
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Shares of Rehabilicare, Inc., dated as of January 11, 2002, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(c) under the Securities Exchange Act of 1934.
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • November 12th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
EXHIBIT 10.32 EMPLOYMENT CONTRACT AGREEMENT made as of December 6, 2001 between BEVERLY ENTERPRISES, INC., a Delaware corporation (the "Company"), and WILLIAM R. FLOYD (the "Executive"). WHEREAS, Executive is employed by the Company or by one of its...Employment Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Arkansas
EXECUTIVE STOCK OPTION AGREEMENT BEVERLY ENTERPRISES, INC. 1997 LONG-TERM INCENTIVE PLANStock Option Agreement • May 15th, 1998 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Delaware
FOURTH AMENDMENT FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2005 ("Fourth Amendment"), by and among Pearl Senior Care, Inc., a Delaware corporation ("PSC"), PSC Sub, Inc., a Delaware corporation and wholly- owned direct...Agreement and Plan of Merger • December 21st, 2005 • Beverly Enterprises Inc • Services-skilled nursing care facilities
EXHIBIT 10.36 SEVERANCE AGREEMENT AND RELEASE OF CLAIMS This Severance Agreement and Release of Claims ("Release") is entered into between Beverly Enterprises, Inc., its officers, agents, directors, employees, successors, subsidiaries, insurers,...Severance Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Arkansas
andRights Agreement • January 28th, 2005 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
EXHIBIT 10.76 December 24, 2002 Beverly Enterprises - Washington, Inc. 1000 Beverly Way Fort Smith, Arkansas 72919 Re: $5,000,000 Term Loan Ladies and Gentlemen: BANK OF AMERICA, N.A. (the "Lender") is pleased to make available to BEVERLY ENTERPRISES...Term Loan Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities
AMONGCredit Agreement • October 7th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent 2 TABLE OF CONTENTSCredit Agreement • September 22nd, 1997 • New Beverly Holdings Inc • Services-skilled nursing care facilities
WITNESSETH:Credit Agreement • August 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
andRights Agreement • March 27th, 1998 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
9 5/8% SENIOR NOTES DUE 2009Indenture • March 29th, 2002 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
i) giving ALLTEL at least six (6) months prior written notice designating the termination date (the "Early Termination Date") and (ii) paying ALLTEL, upon the date of delivery of notice of termination (the "Early Termination Notice Date") an amount...Master Services Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Arkansas
THE LONG-TERM CREDIT BANK OF JAPAN, LTD., LOS ANGELES AGENCY, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and BANK OF MONTREAL, as Lenders, THE LONG-TERM CREDIT BANK OF JAPAN, LTD., LOS ANGELES AGENCY as Arranger and BANK OF MONTREAL, as...Participation Agreement • March 29th, 1999 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
1 EXHIBIT 10.3 SERIES SUPPLEMENT, dated as of June 1, 1999 (this "Supplement"), by and between BEVERLY FUNDING CORPORATION, a Delaware corporation (the "Issuer"), and THE CHASE MANHATTAN BANK (as successor to CHEMICAL BANK), a New York banking...Series Supplement • November 15th, 1999 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
1 EXHIBIT 10.17 EMPLOYMENT CONTRACT AGREEMENT made as of August 22, 1997 between NEW BEVERLY HOLDINGS, INC., a Delaware corporation (the "Company"), and DAVID R. BANKS (the "Executive"), but to be effective as of the Effective Date. WHEREAS, Executive...Employment Contract • September 22nd, 1997 • New Beverly Holdings Inc • Services-skilled nursing care facilities • Arkansas
EXHIBIT 10.37 SEVERANCE AGREEMENT AND RELEASE OF CLAIMS This Severance Agreement and Release of Claims ("Release") is entered into between Beverly Enterprises, Inc., its officers, agents, directors, employees, successors, subsidiaries, insurers,...Severance Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Arkansas
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • November 12th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
1 EXHIBIT 4.1 BEVERLY ENTERPRISES, INC. SENIOR INDENTURE Dated as of __________ [NAME OF TRUSTEE]Senior Indenture • December 22nd, 2000 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
