Dealer-Manager and Solicitation Agent Agreement (2004)Full Document 

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                                                               EXECUTION VERSION


                 DEALER-MANAGER AND SOLICITATION AGENT AGREEMENT

                            BEVERLY ENTERPRISES, INC.

                                                                    June 8, 2004


LEHMAN BROTHERS INC.
745 Seventh Avenue - Floor 3
New York, New York  10019

Dear Ladies and Gentlemen:

                  1. THE TENDER OFFER AND CONSENT SOLICITATION. Beverly
Enterprises, Inc., a Delaware corporation (the "COMPANY"), intends to make a
tender offer (together with any amendments and extensions thereof, the "TENDER
Offer") to purchase any and all of its $200,000,000 principal amount outstanding
9 5/8% Senior Notes due 2009 (the "NOTES") and to engage in a related
solicitation (together with any amendments and extensions thereof, the
"SOLICITATION") of consents (the "CONSENTS") of the holders of the Notes (the
"HOLDERS") to certain amendments to the Indenture dated as of April 25, 2001
among the Company, its subsidiary guarantors (the "GUARANTORS") and The Bank of
New York, as trustee (the "TRUSTEE"), relating to the Notes (the "INDENTURE"),
in each case, on the terms and subject to the conditions set forth in the forms
of Offer to Purchase and Consent Solicitation Statement and related Letter of
Transmittal and Consent attached hereto as Exhibits A and B, respectively. Such
Offer to Purchase and Consent Solicitation Statement, (i) including (A) any
documents incorporated by reference therein and (B) any exhibits or annexes
thereto and (ii) as the same may be amended or supplemented from time to time,
and the Letter of Transmittal and Consent, as the same may be amended or
supplemented from time to time, are referred to herein as the "OFFER TO
PURCHASE" and "LETTER OF TRANSMITTAL" respectively. The Offer to Purchase, the
Letter of Transmittal, all statements and other documents filed or to be filed
with any federal, state or local governmental or regulatory agency or authority
and such other documents (including, but not limited to, any advertisements,
press releases or summaries relating to the Tender Offer and/or Solicitation and
any forms of letters to brokers, dealers, banks, trust companies and other
nominees relating to the Tender Offer and/or the Solicitation) as the Company
may authorize for use in connection with the Tender Offer and/or the
Solicitation, as amended or supplemented from time to time, are collectively
referred to as the "TENDER OFFER AND SOLICITATION MATERIALS".

                  2. APPOINTMENT AS DEALER-MANAGER. The Company hereby appoints
Lehman Brothers Inc. ("LEHMAN BROTHERS") as sole dealer-manager in connection
with the Tender Offer and as sole solicitation agent in connection with the
Solicitation (in such capacities, the "DEALER-MANAGER"), and the Company hereby
authorizes Lehman Brothers to act as such in connection with the Tender Offer
and Solicitation. On the basis of the representations and warranties and
agreements of the Company contained in this Agreement and subject to and in
accordance with the terms and conditions hereof, Lehman Brothers agrees in
accordance with its customary practice to use its reasonable best efforts to
solicit tenders of Notes and delivery of Consents pursuant to the Tender Offer
and Solicitation, respectively, and to communicate with


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brokers, dealers, banks, trust companies, nominees and other persons with
respect to the Tender Offer and Solicitation.

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