November 18, 2005 Pearl Senior Care, Inc. 140 Pacific Avenue San Francisco, CA 94111 Geary Property Holdings LLC 140 Pacific Avenue San Francisco, CA 94111 Beverly Enterprises, Inc. Attention: Douglas J. Babb, Esq. One Thousand Beverly Way Ft. Smith,...Letter Agreement • November 23rd, 2005 • Beverly Enterprises Inc • Services-skilled nursing care facilities • Delaware
This letter agreement (this “Agreement”) sets forth the commitments of Fillmore Strategic Investors, L.L.C. (the “Sponsor”), subject to the terms and conditions contained herein, to purchase certain securities of Geary Investors, LLC (“Geary”) and/or Geary Property Holdings LLC (“GPH”) in connection with the acquisition of Beverly Enterprises, Inc. (the “Company”) by Pearl Senior Care, Inc. (“Parent”) (the “Transaction”). The Transaction will occur pursuant to the Agreement and Plan of Merger by and among SBEV Property Holdings, North American Senior Care, Inc., NASC Acquisition Corp., and Beverly Enterprises, Inc. originally dated as of August 16, 2005, as amended by that certain First Amendment thereto dated as of August 23, 2005, and as further amended by that certain Second Amendment thereto dated as of September 22, 2005 and as further amended by that certain Third Amendment thereto, by and among the previously stated parties as well as GPH, Parent, and PSC Sub, Inc. (the “Merger
