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200305038
<br />DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
<br />SECURITY AGREEMENT AND FIXTURE FILING (herein called this "Deed
<br />of Trust ") dated as of April 7, 2003 from BEVERLY ENTERPRISES -
<br />NEBRASKA, INC., a California corporation (herein, together with its successors
<br />and assigns, called the "Grantor "), having an address of c/o Beverly Enterprises,
<br />Inc., 1000 Beverly Way, Fort Smith, Arkansas 72919, to FIDELITY NATIONAL
<br />TITLE INSURANCE COMPANY, a California corporation, not in its individual
<br />capacity but solely as Trustee hereunder (herein, together with its successors and
<br />assigns, called the "Trustee ") having an address of 1901 North Roselle Road,
<br />Suite 650, Schaumberg, IL 60195, for the benefit of JPMORGAN CHASE BANK
<br />(formerly known as The Chase Manhattan Bank, successor -by- merger to Morgan
<br />Guaranty Trust Company of New York), a New York corporation, as
<br />administrative agent (herein together with its successors and assigns, called the
<br />`Beneficiary "), having an address of 270 Park Avenue, New York, New York
<br />10017.
<br />WITNESSETH:
<br />RECITALS
<br />A. Credit Agreement. Reference is hereby made to that certain
<br />Amended and Restated Credit Agreement (as the same has been and may be
<br />amended from time to time, the "Credit Agreement ") dated as of April 25, 2001,
<br />among Beverly Enterprises, Inc. (the "Borrower "), each bank which is or may
<br />hereafter become a party thereto (the "Banks "), JPMorgan Chase Bank (formerly
<br />known as The Chase Manhattan bank, successor -by- merger to Morgan Guaranty
<br />Trust Company of New York), as issuing bank (the "Issuing Bank"), and
<br />JPMorgan Chase Bank, as administrative agent for the Banks (with its successors
<br />in such capacity, the "Administrative Agent "). Pursuant to the Credit
<br />Agreement, (i) the Banks have extended, and may from time to time extend, to the
<br />Borrower certain loans according to Section 2.01 of the Credit Agreement (herein
<br />collectively called the "Loans ") and the Borrower has executed and delivered
<br />certain notes evidencing the Borrower's obligation to repay the Loans (herein
<br />collectively called the "Notes ") and (ii) the Issuing Bank has issued, and may
<br />from time to time issue, letters of credit for the account of the Borrower or its
<br />subsidiaries (herein collectively called the "Letters of Credit ") and the Borrower
<br />has agreed to reimburse the Issuing Bank for all amounts paid by the Issuing Bank
<br />pursuant to such Letters of Credit (with the Borrower's repayment obligations
<br />herein called the "Reimbursement Obligations ").
<br />B. Credit Agreement and Pledge Agreement Amendment. Reference
<br />is hereby made to Amendment No. 4 to Amended and Restated Credit Agreement
<br />and Amendment No. 2 to Amended and Restated Pledge Agreement, dated as of
<br />February 28, 2003 (the "Amendment ") among the Borrower, the Banks, the
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<br />(NY) 04675 / 120 /RHAL/NEBRASKA/form.dot.NE.doc
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