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
WITNESSETH:Pledge Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
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
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 10.2 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
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • November 12th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
AMENDMENTBeverly Enterprises Inc • March 30th, 2001 • Services-skilled nursing care facilities
1 EXHIBIT 4.2 ================================================================= =============== BEVERLY ENTERPRISES, INC. SUBORDINATED INDENTURE Dated as of __________ [NAME OF TRUSTEE]Beverly Enterprises Inc • December 22nd, 2000 • Services-skilled nursing care facilities • New York
andRights Agreement • January 28th, 2005 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
WITNESSETH:Credit Agreement • August 9th, 2004 • 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...Beverly Enterprises Inc • March 28th, 2003 • Services-skilled nursing care facilities
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 Contract • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Arkansas
AMONGCredit Agreement • October 7th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
WITNESSETH:Credit Agreement • March 29th, 2002 • 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.
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
andRights Agreement • March 27th, 1998 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent TABLE OF CONTENTSCredit Agreement • March 29th, 1999 • 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
WITNESSETH:Purchase Agreement • March 29th, 2002 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Florida
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
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
FIRST AMENDMENTFirst Amendment • August 9th, 2004 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
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 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
1 EXHIBIT 4.1 BEVERLY ENTERPRISES, INC. SENIOR INDENTURE Dated as of __________ [NAME OF TRUSTEE]Beverly Enterprises Inc • December 22nd, 2000 • Services-skilled nursing care facilities • New York
EXHIBIT 4.2Beverly Enterprises Inc • October 23rd, 2003 • Services-skilled nursing care facilities • New York
RECITALS:Participation Agreement • March 30th, 2001 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 29th, 2002 • 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
EXHIBIT 10.33 EMPLOYMENT AND SEVERANCE AGREEMENT AGREEMENT made as of June 1, 2001 (the "Effective Date") between BEVERLY ENTERPRISES, INC., a Delaware corporation (the "Company"), and DAVID R. DEVEREAUX (the "Executive"). WHEREAS, Executive is...Employment and Severance Agreement • March 28th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Delaware
