Beverly Enterprises, Inc. $100,000,000 2.75% Convertible Subordinated Notes due 2033 UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 2003 • Beverly Enterprises Inc • Services-skilled nursing care facilities • New York
Beverly Enterprises, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell $100,000,000 aggregate principal amount of 2.75% Convertible Subordinated Notes due 2033 of the Company (the “Firm Securities”) to the several Underwriters named in Schedule A hereto (the “Underwriters”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional $15,000,000 aggregate principal amount of 2.75% Convertible Subordinated Notes due 2033 on the terms and for the purposes set forth in Section 2 (the “Option Securities” and together with the Firm Securities, the “Securities”). This is to confirm the agreement between the Company and the Underwriters concerning the offer, issue and sale of the Securities as of the date first written above.
