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2003143'70
<br />DEED OF TRUST, SECURITY AGREEMENT,
<br />ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING
<br />THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF
<br />LEASES AND RENTS, AND FIXTURE FILING, dated as of October,, 2003 is made by
<br />BEVERLY ENTERPRISES — NEBRASKA, INC., a California corporation ( "Grantor "), whose
<br />address is c/o Beverly Enterprises, Inc., 1000 Beverly Way, Fort Smith, Arkansas 72919, to
<br />Fidelity National Title Insurance, ( "Trustee ") a California corporation whose address is 1901
<br />North Roselle Road, Suite 650, Schaumberg, IL 60195, for the use and benefit of LEHMAN
<br />COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, "Beneficiary ")
<br />whose address is 745 Seventh Avenue, New York, New York 10019. References to this "Deed
<br />of Trust" shall mean this instrument and any and all renewals, modifications, amendments,
<br />supplements, restatements, extensions, consolidations, substitutions, spreaders and replacements
<br />of this instrument.
<br />Back around
<br />A. Beverly Enterprises, Inc., a Delaware corporation (the `Borrower "), the
<br />several banks and other financial institutions or entities from time to time parties thereto (the
<br />"Lenders "), Lehman Brothers Inc., as sole lead arranger and lead bookrunner, Beneficiary, and
<br />others are parties to that certain Credit Agreement, dated as of the date hereof (as amended,
<br />supplemented, restated or otherwise modified from time to time, the "Credit Agreement "). The
<br />terms of the Credit Agreement are incorporated by reference in this Deed of Trust as if the terms
<br />thereof were fully set forth herein. Capitalized terms not otherwise defined herein shall have the
<br />meanings ascribed thereto in the Credit Agreement. References in this Deed of Trust to the
<br />"Default Rate" shall mean the interest rate applicable pursuant to Section 2.13(c) of the Credit
<br />Agreement.
<br />B. Pursuant to the Credit Agreement, the Lenders have severally agreed to make
<br />extensions of credit to the Borrower upon the terms and subject to the conditions set forth
<br />therein.
<br />C. The Borrower is a member of an affiliated group of companies that includes
<br />Grantor.
<br />D. The proceeds of the extensions of credit under the Credit Agreement will be
<br />used in part to enable the Borrower to make valuable transfers to Grantor in connection with the
<br />operation of its business.
<br />E. The Borrower and Grantor are engaged in related businesses, and Grantor will
<br />derive substantial direct and indirect benefit from the extensions of credit under the Credit
<br />Agreement.
<br />F. Grantor (i) is the owner of the fee simple estate in the parcel(s) of real
<br />property, if any, described on Schedule A attached hereto (the "Land ") and (ii) owns, leases or
<br />otherwise has the right to use all of the buildings, improvements, structures, and fixtures now or
<br />subsequently located on the Land (the "Improvements "; the Land and the Improvements being
<br />collectively referred to as the "Real Estate ").
<br />053114 - 1025 - 08505- NY01.2330405.1 NE- 2187 Revolver 1
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