BEVERLY ENTERPRISES, INC.
9 5/8% SENIOR NOTES DUE 2009
April 18, 2001
JPMORGAN, a division of
CHASE SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
BNY CAPITAL MARKETS, INC.
BMO NESBITT BURNS CORP.
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, Now York 10017
Ladies and Gentlemen:
Beverly Enterprises, Inc., a Delaware corporation (the "Company"),
proposes to issue, and sell $200,000,000 aggregate principal amount of its 9
5/8% Senior Notes due 2009 (the "Securities"). The Securities will be issued
pursuant to an indenture to be dated as of April 25, 2001 (the "Indenture")
between the Company, each of the subsidiaries of the Company listed on Schedule
1 hereto (each a "Guarantor" and together, the "Guarantors") and The Bank of New
York, as trustee (the "Trustee"). The Securities will be guaranteed (the
"Guarantees" and each a "Guarantee") jointly and severally by each of the
Guarantors. The Company hereby confirms its agreement with JPMorgan, a division
of Chase Securities, Inc. ("JPMorgan"), Banc of America Securities LLC, BNY
Capital Markets, Inc. and BMO Nesbitt Burns Corp. (together the "Initial
Purchasers") concerning the purchase of the Securities from the Company by the
several Initial Purchasers.
The Securities will be offered and sold to the Initial Purchasers
without being, registered under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance upon an exemption therefrom. The Company has
prepared a preliminary offering memorandum dated April 6, 2001 (the "Preliminary
Offering Memorandum") and will prepare an offering memorandum dated the date
hereof (the "Offering Memorandum") setting forth information concerning the
Company and the Securities. Copies of the Preliminary Offering Memorandum have
been, and copies of the Offering Memorandum will be, delivered by the
Company to the Initial Purchasers pursuant to the terms of this Agreement. Any
reference herein to the Preliminary Offering Memorandum and the Offering
Memorandum shall be deemed to include all amendments and supplements thereto,
unless otherwise noted. This Company hereby confirms that it has authorized the
use of the Preliminary Offering Memorandum and the Offering Memorandum in
connection with the offering and resale of the Securities by the Initial
Purchasers in accordance with Section 2.
Holders of the Securities (including the Initial Purchasers and their
direct and indirect transferees) will be entitled to the benefits of an Exchange
and Registration Rights Agreement, substantially in the form attached hereto as
Annex A (the "Registration Rights Agreement", pursuant to which the Company will
agree to file with the Securities and Exchange Commission (the "Commission") a
registration statement under the Securities Act (the "Exchange Offer
Registration Statement") registering an issue of senior notes of the Company and
guarantees of each of the Guarantors (the "Exchange Securities") which are
identical in all material respects to the Securities (except that the Exchange
Securities will not contain terms with respect to transfer restrictions) and the
Guarantees and under certain circumstances, a shelf registration statement
pursuant to Rule 415 under the Securities Act (the "Shelf Registration
Capitalized terms used but not defined herein shall have the meanings
given to such terms in the Offering Memorandum.
1. Representations, Warranties and Agreements of the Company and each
of the Guarantors. Company and the Guarantors jointly and severally represent
and warrant to, and agree with, the several Initial Purchasers on and as of the
date hereof and the Closing Date (as defined in Section 3) that:
(a) Each of the Preliminary Offering Memorandum and the Offering
Memorandum, as of its respective date, did not, and on the Closing Date the
Offering Memorandum will not, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided that the
Company and each of the Guarantors make no representation or warranty as to
information contained in or omitted from the Preliminary Offering
Memorandum or the Offering Memorandum in reliance upon and in conformity
with written information relating to the Initial Purchasers furnished to
the Company or the Guarantors by or on behalf of any Initial Purchaser
specifically for use therein as specified in Section 16 hereof (the
"Initial Purchasers' Information").
(b) Each of the Preliminary Offering Memorandum and the Offering
Memorandum, as of its respective date, contains all of the information
requested by a prospective purchaser of the Securities, would be required
to be provided to such prospective purchaser pursuant to Rule 144A(d)(4)
under the Securities Act.