<PAGE>
                                                                    EXHIBIT 10.5

                      SECOND AMENDMENT TO CREDIT AGREEMENT
              FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT


                  SECOND AMENDMENT, dated as of June 17, 2004 (this
"Amendment"), to the Credit Agreement, dated as of October 22, 2003 (as amended
from time to time, the "Credit Agreement"), among BEVERLY ENTERPRISES, INC., a
Delaware corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to the Credit Agreement (the
"Lenders"), LEHMAN BROTHERS INC., as advisor, sole lead arranger and sole
bookrunner, LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such
capacity, the "Administrative Agent"), BANK OF MONTREAL and GENERAL ELECTRIC
CAPITAL CORPORATION, as syndication agents and as co-arrangers, and MERRILL
LYNCH CAPITAL and WELLS FARGO FOOTHILL, INC., as documentation agents; and FIRST
AMENDMENT to the Guarantee and Collateral Agreement (as defined in the Credit
Agreement).

                                  WITNESSETH:


                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrower;

                  WHEREAS, Borrower has requested certain amendments to the
Credit Agreement and the Guarantee and Collateral Agreement as more fully set
forth herein; and

                  WHEREAS, the Lenders are willing to agree to such amendments
on the terms and subject to the conditions contained in this Amendment.

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  SECTION 1. Defined Terms. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

                  SECTION 2. Amendments to Section 1.1 of the Credit Agreement
(Definitions). (a) The definitions of "Applicable Margin", "Beverly Funding
Facility", "Mortgaged Properties", "Revolving Credit Commitment", "Subordinated
Note Indenture", "Subordinated Notes", "Term Loan Commitment" and "Term Loan
Percentage" set forth in Section 1.1 of the Credit Agreement are hereby amended
in their respective entireties to read as follows:

                  "Applicable Margin": (a) for each Type of Loan under the
         Revolving Credit Facility, as determined pursuant to the applicable
         Pricing Grid and (b) for each Type of Loan under the Term Loan
         Facility, the rate per annum set forth opposite such Facility under the
         relevant column heading below:

<PAGE>
                                                                               2


<Table>
<Caption>
                                                Base Rate        Eurodollar
                                                  Loans             Loans
                                                ---------        ----------
<S>                                               <C>               <C>
                  Term Loan Facility              1.50%             2.50%
</Table>

         provided that on and after January 1, 2005, the Applicable Margins in
         respect of the Term Loan Facility will be determined pursuant to the
         applicable Pricing Grid based upon the Ratings then in effect.

                  "Beverly Funding Facility": a credit facility entered into by
         Beverly Funding for the purposes of providing liquidity to the Borrower
         and its Subsidiaries with respect to letters of credit issued for the
         account of Beverly Funding or securities issued by Beverly Funding, as
         the same may be amended, supplemented, replaced or refinanced from time
         to time, including as replaced with the Additional Letter of Credit
         Facility.

                  "Mortgaged Properties": the real properties listed on Schedule
         1.1, as to which the Administrative Agent for the benefit of the
         applicable Secured Parties shall be granted a Lien pursuant to one or
         more Mortgages; provided that, after the execution and delivery of any
         additional Mortgage, the term "Mortgaged Properties" shall include the
         real property subject to such Mortgage.

                  "Revolving Credit Commitment": as to any Lender, the
         obligation of such Lender, if any, to make Revolving Credit Loans and
         participate in Letters of Credit, in an aggregate principal and/or face
         amount not to exceed the amount set forth under the heading "Revolving
         Credit Commitment" opposite such Lender's name (a) on Schedule 1 to the
         Lender Addendum delivered by such Lender, (b) on Schedule 1 to the
         Lender Addendum, substantially in the form of Exhibit A to the Second
         Amendment, delivered by such Lender on the Second Amendment Effective
         Date as provided in Section 17 of the Second Amendment, or (c) in the
         Assignment and Acceptance pursuant to which such Lender became a party
         hereto, in each case as the same may be changed from time to time
         pursuant to the terms hereof. The original aggregate amount of the
         Total Revolving Credit Commitments is $75,000,000. The aggregate amount
         of the Total Revolving Credit Commitments on the Second Amendment
         Effective Date is $90,000,000.

                  "Subordinated Note Indenture": the collective reference to (a)
         the First Supplemental Indenture entered into by the Borrower in
         connection with the issuance of its 2.75% Convertible Subordinated
         Notes due 2033 and (b) the Indenture entered into by the Borrower and
         certain of its Subsidiaries in connection with the issuance of its
         7-7/8% Senior Subordinated Notes due 2014, in each case together with
         all instruments and other agreements entered into by the Borrower in
         connection therewith, as the same may be amended, supplemented or
         otherwise modified from time to time in accordance with Section 7.9.

                  "Subordinated Notes": the collective reference to (a) the
         2.75% Convertible Subordinated Notes due 2033 of the Borrower issued on
         the Closing Date pursuant to the Subordinated Note Indenture referred
         to in clause (a) of the definition thereof and (b) the 7-7/8% Senior
         Subordinated Notes due 2014 of the Borrower issued on the Second

<PAGE>
                                                                               3


         Amendment Effective Date pursuant to the Subordinated Note Indenture
         referred to in clause (b) of the definition thereof.

                  "Term Loan Commitment": as to any Lender, the obligation of
         such Lender, if any, to make a Term Loan to the Borrower hereunder on
         the Second Amendment Effective Date in a principal amount not to exceed
         the amount set forth under the heading "Term Loan Commitment" opposite
         such Lender's name on Schedule 1 to the Lender Addendum, substantially
         in the form of Exhibit A to the Second Amendment, delivered by such
         Lender on the Second Amendment Effective Date as provided in Section 17
         of the Second Amendment, or, as the case may be, in the Assignment and
         Acceptance pursuant to which such Lender became a party hereto, as the
         same may be changed from time to time pursuant to the terms hereof. The
         original aggregate amount of the Term Loan Commitments is $134,325,000.

                  "Term Loan Percentage": as to any Term Loan Lender at any
         time, the percentage which such Lender's Term Loan Commitment then
         constitutes of the aggregate Term Loan Commitments (or, at any time
         after the Second Amendment Effective Date, the percentage which the
         aggregate principal amount of such Lender's Term Loan then outstanding
         constitutes of the aggregate principal amount of the Term Loans then
         outstanding).

                  (a) Clause (h) of the definition of "Permitted Acquisition"
set forth in Section 1.1 of the Credit Agreement is hereby amended by (i)
deleting the amount "$100,000,000" from clause (i) thereof and substituting the
amount "$250,000,000" in lieu thereof and (ii) deleting the amount "$40,000,000"
from clause (ii) thereof and substituting the amount "$100,000,000" in lieu
thereof.

                  (b) The definition of "Subordinated Debt" set forth in Section
1.1 of the Credit Agreement is hereby amended by inserting the following
sentence at the end thereof:

         For the avoidance of doubt, the Subordinated Notes referred to in
         clause (b) of the definition thereof constitute "Subordinated Debt".

                  (c) Section 1.1 of the Credit Agreement is hereby amended by
inserting the following new definitions in the appropriate alphabetical order:

                  "Existing Term Lenders": the several banks and other financial
         institutions or entities parties to this Agreement as Term Loan
         Lenders, as this Agreement was in effect immediately prior to giving
         effect to the Second Amendment.

                  "Existing Term Loans": outstanding term loans made by the
         Existing Term Lenders on the Closing Date pursuant to Section 2.1 of
         this Agreement, as this Agreement was in effect immediately prior to
         giving effect to the Second Amendment.

                  "Moody's": as defined in the definition of "Cash Equivalents"
         in this Section 1.1.

                  "Rating": each senior implied rating announced by Moody's and
         each corporate credit rating announced by S&P, in each case in respect
         of the Borrower.

<PAGE>
                                                                               4


                  "S&P": as defined in the definition of "Cash Equivalents" in
         this Section 1.1.

                  "Second Amendment": the Second Amendment, dated as of June 17,
         2004, to this Agreement.

                  "Second Amendment Effective Date": as defined in Section 18 of
         the Second Amendment.

                  SECTION 3. Amendment to Section 2.1 of the Credit Agreement
(Term Loan Commitments). The first sentence of Section 2.1 of the Credit
Agreement is hereby amended in its entirety to read as follows:

         Subject to the terms and conditions hereof, the Term Loan Lenders
         severally agree to make term loans (each, a "Term Loan") to the
         Borrower on the Second Amendment Effective Date in an amount for each
         Term Loan Lender not to exceed the amount of the Term Loan Commitment
         of such Lender.

                  SECTION 4. Amendment to Section 2.2 of the Credit Agreement
(Procedure for Term Loan Borrowing). Section 2.2 of the Credit Agreement is
hereby amended in its entirety to read as follows:

                  2.2 Procedure for Term Loan Borrowing. (a) The Borrower shall
         deliver to the Administrative Agent a Borrowing Notice (which Borrowing
         Notice must be received by the Administrative Agent prior to 12:00
         Noon, New York City time, (i) three Business Days prior to the
         anticipated Second Amendment Effective Date, in the case of Eurodollar
         Loans, and (ii) one Business Day prior to the anticipated Second
         Amendment Effective Date, in the case of Base Rate Loans) requesting
         that the Term Loan Lenders make the Term Loans on the Second Amendment
         Effective Date. Upon receipt of such Borrowing Notice the
         Administrative Agent shall promptly notify each Term Loan Lender
         thereof. Not later than 12:00 Noon, New York City time, on the Second
         Amendment Effective Date each Term Loan Lender shall make available to
         the Administrative Agent at the Funding Office an amount in immediately
         available funds equal to the Term Loan or Term Loans to be made by such
         Lender; provided, however, that, at the option of each Term Loan Lender
         that is an Existing Term Lender, all or a portion of the aggregate
         amount of the Existing Term Loans of such Lender may be converted to
         Term Loans and applied toward satisfaction of the foregoing funding
         requirement. Subject to the immediately preceding sentence, the
         Administrative Agent shall use the amounts made available to the
         Administrative Agent by the Term Loan Lenders to prepay the Existing
         Term Loans outstanding on such date.

                  (b) Notwithstanding anything to the contrary in this
         Agreement, the Interest Period in effect on the Second Amendment
         Effective Date in respect of the Existing Term Loans that are being
         converted to Term Loans on the Second Amendment Effective Date (the
         "Current Interest Period") will continue to be in effect for such Loans
         following the Second Amendment Effective Date, and the initial Interest
         Period of any new Term Loan funded on the Second Amendment Effective
         Date will end on the last day of the Current Interest Period.

<PAGE>
                                                                               5


                  (c) Any Existing Term Lender that has converted some but not
         all of its Existing Term Loans to Term Loans on the Second Amendment
         Effective Date shall be indemnified by the Borrower, with respect to
         the portion of its Existing Term Loans not converted to Term Loans, as
         provided in Section 2.19 of the Credit Agreement, which indemnity
         amounts shall be paid to each such Existing Term Lender on the Second
         Amendment Effective Date; provided, however, if an Existing Term Lender
         converts all of its Existing Term Loans to an equivalent amount of Term
         Loans on the Second Amendment Effective Date, the indemnification
         provided in Section 2.19(c) of this Agreement shall not apply to such
         Lender on the Second Amendment Effective Date.

                  SECTION 5. Amendment to Section 2.3 of the Credit Agreement
(Repayment of Term Loans). Section 2.3 of the Credit Agreement is hereby amended
in its entirety to read as follows:

                  2.3 Repayment of Term Loans. The Term Loan of each Term Loan
         Lender shall mature in 18 consecutive installments, commencing on June
         30, 2004, each of which shall be in an amount equal to such Lender's
         Term Loan Percentage multiplied by the amount set forth below opposite
         such installment:

<Table>
<Caption>
          Installment                         Principal Amount
          -----------                         ----------------
<S>                                           <C>
          June 30, 2004                       $   337,500
          September 30, 2004                  $   337,500
          December 31, 2004                   $   337,500
          March 31, 2005                      $   337,500
          June 30, 2005                       $   337,500
          September 30, 2005                  $   337,500
          December 31, 2005                   $   337,500
          March 31, 2006                      $   337,500
          June 30, 2006                       $   337,500
          September 30, 2006                  $   337,500
          December 31, 2006                   $   337,500
          March 31, 2007                      $   337,500
          June 30, 2007                       $   337,500
          September 30, 2007                  $   337,500
          December 31, 2007                   $32,400,000
          March 31, 2008                      $32,400,000
          June 30, 2008                       $32,400,000
          Term Loan Maturity Date             $32,400,000
</Table>

                  SECTION 6. Amendment to Section 2.4 of the Credit Agreement
(Revolving Credit Commitments). Section 2.4(a) of the Credit Agreement is hereby
amended by inserting the following further proviso at the end of the first
sentence thereof immediately before the ".":

         , and provided further that no Revolving Credit Loans may be made if,
         after giving effect to such borrowing, the aggregate principal amount
         of all outstanding Revolving Credit Loans would exceed $75,000,000
         unless the Borrower shall have satisfied the requirements of Section
         6.12

<PAGE>
                                                                               6


                  SECTION 7. Amendment to Section 4.16 of the Credit Agreement
(Use of Proceeds). Section 4.16 of the Credit Agreement is hereby amended by
deleting the first sentence thereof and substituting in lieu thereof the
following:

         The proceeds of the Term Loans shall be used to prepay the Existing
Term Loans.

                  SECTION 8. Amendment to Section 6 of the Credit Agreement
(Affirmative Covenants). Section 6 of the Credit Agreement is hereby amended by
inserting the following Section 6.12 at the end thereof:

                  6.12 Revolving Credit Loans. On or prior to the date of the
         first borrowing of Revolving Credit Loans that would result in the
         aggregate principal amount of all outstanding Revolving Credit Loans
         exceeding $75,000,000, deliver to the Administrative Agent:

                           (a) a Revolving Credit Loan Mortgage, substantially
                  in the form of Exhibit D-1 to this Agreement with such changes
                  thereto as are acceptable to the Administrative Agent,
                  covering each of the Mortgaged Properties identified on
                  Schedule 1.1 attached to the Second Amendment (the "Additional
                  Mortgaged Properties"), executed and delivered by a duly
                  authorized officer of each party thereto;

                           (b) with respect to each Additional Mortgaged
                  Property, a mortgagee's title insurance policy (or policies)
                  or marked up unconditional binder for such insurance; each
                  such policy shall (i) be in an amount satisfactory to the
                  Administrative Agent, (ii) be issued at ordinary rates, (iii)
                  insure that the Mortgage insured thereby creates a valid first
                  Lien on the applicable Additional Mortgaged Property, in each
                  case, free and clear of all defects and encumbrances, except
                  for Permitted Encumbrances, (iv) name the Administrative Agent
                  for the benefit of the applicable Secured Parties as the
                  insured thereunder, (v) be in the form of ALTA Loan Policy -
                  1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies),
                  (vi) contain such endorsements and affirmative coverage as the
                  Administrative Agent may reasonably request and (vii) be
                  issued by title companies reasonably satisfactory to the
                  Administrative Agent (including any such title companies
                  acting as co-insurers or reinsurers, at the option of the
                  Administrative Agent); and the Administrative Agent shall have
                  received evidence satisfactory to it that all premiums in
                  respect of each such policy, all charges for mortgage
                  recording tax, and all related expenses, if any, have been
                  paid;

                           (c) with respect to each Additional Mortgaged
                  Property, if requested by the Administrative Agent, (i) a
                  policy of flood insurance that (A) covers any parcel of
                  improved real property that is encumbered by any Mortgage, (B)
                  is written in an amount not less than the outstanding
                  principal amount of the indebtedness secured by such Mortgage
                  that is reasonably allocable to such real property or the
                  maximum limit of coverage made available with respect to the
                  particular type of property under the National Flood Insurance
                  Act of 1968,

<PAGE>
                                                                               7


                  whichever is less, and (C) has a term ending not later than
                  the maturity of the indebtedness secured by such Mortgage or
                  that may be extended to such maturity date and (ii)
                  confirmation that the Borrower has received the notice
                  required pursuant to Section 208(e)(3) of Regulation H of the
                  Board; and

                           (d) an executed legal opinion of local counsel in
                  each of the states listed on Schedule 1.1 to the Second
                  Amendment and of such other special and local counsel as may
                  be required by the Administrative Agent; each such legal
                  opinion shall cover such other matters incident to the
                  transactions contemplated by this Amendment as the
                  Administrative Agent may reasonably require.

                  SECTION 9. Amendments to Section 7.2 of the Credit Agreement
(Limitation on Indebtedness). (a) Section 7.2(f) of the Credit Agreement is
hereby amended by deleting the words "the Subordinated Notes" in each place such
words appear therein and substituting in lieu thereof the words "its 2.75%
Convertible Subordinated Notes due 2033 issued on the Closing Date".

                  (a) Section 7.2(g) of the Credit Agreement is hereby amended
by inserting the following further proviso at the end of clause (ii) thereof
immediately before the ";":

         , and provided further that it is understood and agreed, for the
         avoidance of doubt, that the Borrower's 7-7/8% Senior Subordinated
         Notes due 2014 issued on the Second Amendment Effective Date constitute
         refinancing Indebtedness permitted by this clause (ii)

                  (b) Clause (ii) of Section 7.2(h) of the Credit Agreement is
hereby amended in its entirety to read as follows:

         (ii) Indebtedness of the Borrower and any of its Subsidiaries in
         respect of the Additional Letter of Credit Facility, provided that the
         aggregate face amount of the Additional Letter of Credit Facility shall
         not exceed $40,000,000;

                  (c) Section 7.2(k) of the Credit Agreement is hereby amended
by deleting therefrom the amount "$25,000,000" and substituting the amount
"$50,000,000" in lieu thereof.

                  SECTION 10. Amendment to Section 7.3 of the Credit Agreement
(Limitation on Liens). Clause (B) of Section 7.3(i) of the Credit Agreement is
hereby amended by inserting therein the words "and the proceeds thereof"
immediately following the words "Medicaid, Veteran's Administration and other
governmental accounts receivables of the Borrower or any of its Subsidiaries".

                  SECTION 11. Amendment to Section 7.5 of the Credit Agreement
(Limitation on Disposition of Property). Clause (ii) of Section 7.5(g) of the
Credit Agreement is hereby amended in its entirety to read as follows:

         (ii) assign or grant security interests in their Medicaid, Veteran's
         Administration or other governmental accounts receivables and the
         proceeds thereof to secure the Additional Letter of Credit Facility;
         provided, that the net amount at any time of all uncollected

<PAGE>
                                                                               8


         accounts receivables owing to the Borrower or any of its Subsidiaries
         in which a security interest is so granted shall not exceed the lesser
         of (A) 150% of the aggregate face amount of the Additional Letter of
         Credit Facility and (B) $60,000,000;

                  SECTION 12. Amendment to Annex A (Pricing Grid) to the Credit
Agreement. Annex A to the Credit Agreement is hereby replaced in its entirety by
Annex A hereto.

                  SECTION 13. Amendment to Section 1.1 of the Guarantee and
Collateral Agreement (Definitions). Clause (iv) of the definition of "Excluded
Assets" set forth in Section 1.1 of the Guarantee and Collateral Agreement is
hereby amended in its entirety to read as follows:

         (iv) at any time prior to the effectiveness of an Optional Increase
         Amendment, any Receivable and the proceeds thereof sold, pledged or to
         be sold or pledged to secure the Beverly Funding Facility or the
         Additional Letter of Credit Facility as permitted by Section 7.3(i) and
         7.5(g) of the Credit Agreement,

                  SECTION 14. Amendments to Section 5.4 of the Guarantee and
Collateral Agreement (Maintenance of Perfected Security Interest; Further
Documentation). Section 5.4(c) of the Guarantee and Collateral Agreement is
hereby amended by (a) inserting the parenthetical "(other than Deposit Accounts
containing only Excluded Assets)" immediately following the words "Deposit
Accounts" in clause (ii) thereof and (b) adding the following proviso at the end
thereof immediately before the ".":

         ; provided such control agreements shall require the Administrative
         Agent to release any Excluded Assets contained in such Deposit Accounts
         to the Borrower or any of its Subsidiaries or their assignee, with such
         release to be at the request and expense of the Borrower

                  SECTION 15. Amendments to Section 6.1 of the Guarantee and
Collateral Agreement (Certain Matters Relating to Receivables). Section 6.1 of
the Guarantee and Collateral Agreement is hereby amended by (a) inserting the
words "that constitute Collateral" immediately after the word "Receivable" in
each place such word appears in paragraphs (b), (c) and (d) thereof and (b)
inserting the following proviso at the end of paragraph (d) thereof immediately
before the ".":

         ; provided such control agreements shall require the Administrative
         Agent to release any Excluded Assets contained in such lockbox accounts
         or Collateral Account to the Borrower or any of its Subsidiaries or
         their assignee, with such release to be at the request and expense of
         the Borrower

                  SECTION 16. Amendment to Section 6.2 of the Guarantee and
Collateral Agreement (Communications with Obligors; Grantors Remain Liable).
Section 6.2(b) of the Guarantee and Collateral Agreement is hereby amended by
inserting the words "that constitute Collateral" immediately after the first
time the word "Receivable" appears therein.

                  SECTION 17. Joinder. From and after the Second Amendment
Effective Date, each Lender executing and delivering a Lender Addendum in the
form of Exhibit A hereto shall

<PAGE>
                                                                               9


become a party to the Credit Agreement and have the rights and obligations of a
Lender thereunder and under the other Loan Documents and shall be bound by the
other provisions thereof.

                  SECTION 18. Conditions to Effectiveness. This Amendment shall
become effective upon the date (the "Second Amendment Effective Date") on which
the Administrative Agent shall have received:

                  (a) this Amendment, executed and delivered by a duly
authorized officer of the Borrower;

                  (b) written consents to the execution of this Amendment
("Lender Consent Letters"), or facsimile transmissions thereof, from Lenders
constituting the Supermajority Lenders and the Required Prepayment Lenders;

                  (c) a Lender Addendum executed and delivered by each Term Loan
Lender and by each Revolving Credit Lender providing the additional $15,000,000
of Revolving Credit Commitments and accepted by the Borrower;

                  (d) an executed Acknowledgment and Consent, in the form set
forth at the end of this Amendment, or a facsimile transmission thereof, from
each Loan Party other than the Borrower (such Acknowledgment and Consent,
together with this Amendment, the "Amendment Documents");

                  (e) evidence that all necessary or, in the reasonable
discretion of the Administrative Agent, advisable additional or amended
collateral filings have been duly made or taken and all necessary or, in the
reasonable discretion of the Administrative Agent, reasonably advisable duly
executed and delivered amendments to the existing Security Documents shall have
became effective;

                  (f) evidence satisfactory to it that (i) all of the Senior
Notes tendered in connection with a tender offer for all such notes shall have
been paid, redeemed or repurchased in full with Subordinated Debt issued on
terms and conditions satisfactory to the Administrative Agent, and (ii) a
supplemental indenture to the Senior Note Indenture, pursuant to which the
restrictive covenants under the Senior Note Indenture have been deleted, shall
have been executed and delivered, and shall have become operative in accordance
with its terms;

                  (g) a favorable written opinion (addressed to the
Administrative Agent and the Lenders and dated the Second Amendment Effective
Date) of each of (i) Weil, Gotshal & Manges LLP, counsel to the Borrower and its
Subsidiaries, and (ii) John Arena, Esq., General Counsel - Corporate of the
Borrower and its Subsidiaries, in each case in form and substance reasonably
satisfactory to the Administrative Agent and covering such matters relating to
the Loan Parties, the Loan Documents and this Amendment as the Administrative
Agent shall reasonably request;

                  (h) for the account of each Lender that executes and delivers
a Lender Consent Letter on or prior to 5:00 p.m., New York City time, on June
17, 2004, an amendment

<PAGE>
                                                                              10


fee in an amount equal to 0.05% of the Aggregate Exposure of such Lender before
giving effect to this Amendment;

                  (i) all fees required to be paid, and all reasonable
out-of-pocket expenses for which invoices have been presented (including
reasonable fees, disbursements and other charges of counsel to the Agents), on
or before the Second Amendment Effective Date;

                  (j) satisfactory evidence that the outstanding principal
amount of the Existing Term Loans (as defined in this Amendment) shall have been
paid in full with the proceeds of the Term Loans (as defined in this Amendment)
or converted into Term Loans, and that all accrued and unpaid interest and other
amounts due and payable on the Existing Term Loans not converted to Term Loans
shall have been paid in full;

                  (k) satisfactory evidence that the Borrower shall have made
such borrowings and prepayments of Revolving Credit Loans such that, after
giving effect thereto, the respective principal amounts of Revolving Credit
Loans held by the Revolving Credit Lenders shall be pro rata according to their
respective Revolving Credit Percentages, as amended hereby (the Borrower being
obligated to pay the amounts, if any, due pursuant to Section 2.19 of the Credit
Agreement in connection with such prepayments);

                  (l) a copy of the resolutions of the Board of Directors of the
Borrower, in form and substance satisfactory to the Administrative Agent,
authorizing the execution, delivery and performance of this Amendment and the
other Loan Documents, as so amended, certified by the secretary of the Board of
Directors of the Borrower as of the Second Amendment Effective Date, which
certificate shall state that the resolutions thereby certified have not been
amended, modified, revoked or rescinded and are in full force and effect; and

                  (m) a certificate duly executed by a Responsible Officer of
the Borrower certifying that no Default or Event of Default shall have occurred
and be continuing on the Second Amendment Effective Date or after giving effect
to this Amendment.

The Administrative Agent shall notify the Borrower and the Lenders of the Second
Amendment Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, this Amendment shall not become effective unless
each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York
City time, on July 15, 2004 and the amendments described herein shall not become
effective.

                  SECTION 19. Representations and Warranties. To induce the
Administrative Agent to enter into this Amendment and to induce the Lenders to
consent thereto and the Term Loan Lenders to make the Term Loans contemplated by
this Amendment, the Borrower hereby represents and warrants to the Agents and
all of the Lenders as of the Second Amendment Effective Date that:

                  (a) Each Loan Party has the corporate power and authority, and
the legal right, to make and deliver the Amendment Documents to which it is a
party and to perform the Loan Documents to which it is a party, as amended by
the Amendment Documents, and has taken all necessary corporate action to
authorize the execution, delivery and performance of such Amendment Documents
and the performance of such Loan Documents, as so amended.

<PAGE>
                                                                              11


                  (b) No consent or authorization of, approval by, notice to,
filing with or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the execution and delivery of the
Amendment Documents or with the performance, validity or enforceability of this
Amendment or the Loan Documents, as amended by the Amendment Documents.

                  (c) Each Amendment Document has been duly executed and
delivered on behalf of each Loan Party which is a party thereto.

                  (d) Each Amendment Document and each Loan Document, as amended
by the Amendment Documents, constitutes a legal, valid and binding obligation of
each Loan Party that is a party thereto enforceable against such Loan Party in
accordance with its terms, except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).

                  (e) The execution, delivery and performance of the Amendment
Documents and the performance of the Loan Documents, as amended by the Amendment
Documents, the borrowings thereunder and the use of proceeds thereof does not
and will not (i) violate or conflict with any Requirement of Law or any
organizational or other governing document of the Borrower or any of its
Subsidiaries, (ii) violate, result in a breach of, constitute (with due notice
or lapse of time or both) a default or cause any obligation, penalty or premium
to arise or accrue under, any Contractual Obligation of the Borrower or any of
its Subsidiaries or (iii) result in, or require the creation or imposition of
any Lien upon, any Property of the Borrower or any of its Subsidiaries pursuant
to any such Requirement of Law, any such organizational or other governing
document, or any such Contractual Obligation (other than the Liens created by
the Security Documents).

                  (f) Each of the representations and warranties made by the
Borrower or any of its Subsidiaries in or pursuant to the Loan Documents that is
qualified by materiality is true and correct on and as of the Second Amendment
Effective Date, after giving effect to the effectiveness of this Amendment, as
if made on and as of such date, and each of the representations and warranties
made by the Borrower or any of its Subsidiaries in or pursuant to the Loan
Documents that is not qualified by materiality is true and correct in all
material respects on and as of the Second Amendment Effective Date, after giving
effect to the effectiveness of this Amendment, as if made on and as of such
date, except, in each case, to the extent that such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties shall be true and correct, or true and correct in
all material respects, as the case may be, as of such earlier date.

                  SECTION 20. Continuing Effect of Loan Documents. This
Amendment shall not constitute an amendment or waiver of or consent to any
provision of the Credit Agreement, the Guarantee and Collateral Agreement or the
other Loan Documents not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any action on the part of the Borrower
that would require an amendment, waiver or consent of the Administrative Agent
or the Lenders except as expressly stated herein. Except as expressly amended
hereby, the

<PAGE>
                                                                              12


provisions of the Credit Agreement, the Guarantee and Collateral Agreement and
the other Loan Documents are and shall remain in full force and effect in
accordance with its terms.

                  SECTION 21. Counterparts. This Amendment may be executed by
one or more of the parties to this Amendment on any number of separate
counterparts (including by facsimile), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of
an executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.

                  SECTION 22. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            [The remainder of this page is intentionally left blank.]


<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.


                                             BEVERLY ENTERPRISES, INC.


                                             By: /s/ RICHARD D. SKELLY, JR.
                                                -----------------------------
                                                Name:  Richard D. Skelly, Jr.
                                                Title: Treasurer


                                             LEHMAN COMMERCIAL PAPER INC.,
                                             as Administrative Agent


                                             By: /s/ FRANCIS CHANG
                                                ---------------------------
                                                Name:  Francis Chang
                                                Title: Authorized Signatory


<PAGE>


                                                                         Annex A

                     PRICING GRID FOR REVOLVING CREDIT LOANS


<Table>
<Caption>
                                                      Applicable
                                                        Margin            Applicable Margin
                                                     for Revolving         for Revolving
                                                    Credit Loans that     Credit Loans that
           Consolidated Senior Secured              are Eurodollar         are Base Rate
                   Leverage Ratio                        Loans                Loans
           ---------------------------              -----------------     -----------------
<S>                                                 <C>                   <C>
            Greater than 2.0 to 1.0                      3.50%                 2.50%

 Less than or equal to 2.0 to 1.0 and greater            3.25%                 2.25%
                than 1.5 to 1.0

       Less than or equal to 1.5 to 1.0                  3.00%                 2.00%
</Table>

Changes in the Applicable Margin with respect to Revolving Credit Loans
resulting from changes in the Consolidated Senior Secured Leverage Ratio shall
become effective on the date (the "Adjustment Date") on which financial
statements are delivered to the Lenders pursuant to Sections 6.1(a) and (b) (but
in any event not later than the 45th day after the end of each of the first
three quarterly periods of each fiscal year or the 90th day after the end of
each fiscal year, as the case may be) and shall remain in effect until the next
change to be effected pursuant to this paragraph. If any financial statements
referred to above are not delivered within the time periods specified above,
then, until such financial statements are delivered, the Consolidated Senior
Secured Leverage Ratio as at the end of the fiscal period that would have been
covered thereby shall for the purposes of this definition be deemed to be
greater than 2.0 to 1.0. In addition, at all times while an Event of Default
shall have occurred and be continuing, the Consolidated Senior Secured Leverage
Ratio shall for the purposes of this Pricing Grid be deemed to be greater than
2.0 to 1.0. Each determination of the Consolidated Senior Secured Leverage Ratio
pursuant to this Pricing Grid shall be made for the periods and in the manner
contemplated by Section 7.1(b).


                           PRICING GRID FOR TERM LOANS

<Table>
<Caption>
                   Rating
    Level        S&P/Moody's        Base Rate Loans      Eurodollar Loans
    -----        -----------        ---------------      ----------------
<S>           <C>                   <C>                  <C>
      1       BB/Ba2 or higher           1.25%                2.25%

      2       Less than BB/Ba2           1.50%                2.50%
</Table>

Subject to the provisions of this paragraph regarding split ratings, changes in
the Applicable Margins with respect to Term Loans shall become effective on the
date on which S&P and/or Moody's changes its relevant Rating. In the event the
Ratings of S&P and Moody's are in different levels set forth in the grid above,
the higher of the two Ratings (i.e., the Rating set forth

<PAGE>


in the grid above opposite the lower numerical level number) shall govern. In
the event that, at any time, a Rating is not available from one of such rating
agencies, the Applicable Margins shall be determined on the basis of the Rating
from the other rating agency. In the event that, at any time, Ratings from each
such rating agency are not available for companies generally, the Applicable
Margins shall be determined on the basis of the last Rating(s) made available.
In the event that, at any time, such Ratings are not available for the Borrower
but are generally available for other companies, then the Applicable Margins
shall be those set forth above opposite level 2.


<PAGE>


                                                                    SCHEDULE 1.1
                                                             TO SECOND AMENDMENT


                         ADDITIONAL MORTGAGED PROPERTIES

Group 2 Mortgaged Properties

FAC # 0269
Beverly Manor of Reading
21 Failande Rd.
Reading, PA 19606
County:  Berks

FAC # 0286
Beverly Healthcare-Mt. Lebanon Manor
350 Old Gilkeson Road
Pittsburgh, PA  152258
County: Allegheny

FAC # 2104 Beverly Healthcare-Uniontown 129 Franklin Ave.
Uniontown, PA
County:  Fayette

FAC # 2315
Beverly Healthcare
30 Virginia Dr.
Tunkhannock, PA 18657
County:  Wyoming


<PAGE>


                                                                       EXHIBIT A
                                                             TO SECOND AMENDMENT


                             FORM OF LENDER ADDENDUM

                                  June 17, 2004


                  Reference is made to the Credit Agreement, dated as of October
22, 2003, as amended by the Second Amendment thereto, dated as of June 17, 2004
(the "Second Amendment") (as so amended and as otherwise amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among Beverly
Enterprises, Inc., the Lenders parties thereto, Lehman Brothers Inc., as
Arranger, Lehman Commercial Paper Inc., as Administrative Agent, and the other
Agents party thereto. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

                  Upon execution and delivery of this Lender Addendum by the
parties hereto as provided in Section 17 of the Second Amendment, the
undersigned hereby becomes a Lender under the Credit Agreement having the
Commitments set forth in Schedule 1 hereto, effective as of the Second Amendment
Effective Date.

                  Schedule 1 hereto sets forth the portion, if any, of the
undersigned's Term Loan Commitment that the undersigned wishes to satisfy by
converting to Term Loans an equivalent portion of the undersigned's outstanding
Existing Term Loans.

                  THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  This Lender Addendum may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.

                  IN WITNESS WHEREOF, the parties hereto have caused this Lender
Addendum to be duly executed and delivered by their proper and duly authorized
officers as of the date first written above.



                                               ------------------------------
                                                        Name of Lender


                                           By:
                                               ------------------------------
                                               Name:
                                               Title:

<PAGE>


Accepted and agreed:

BEVERLY ENTERPRISES, INC.


By: /s/ RICHARD D. SKELLY, JR.
    ------------------------------
    Name:  Richard D. Skelly, Jr.
    Title: Treasurer


LEHMAN COMMERCIAL PAPER INC., as
  Administrative Agent


By: /s/ FRANCIS CHANG
    ------------------------------
    Name:  Francis Chang
    Title: Authorized Signatory


<PAGE>


                                                                      Schedule 1


                         COMMITMENTS AND NOTICE ADDRESS


<Table>
<S>       <C>                                         <C>
1.        Name of Lender:
                                                      --------------------------

2.        Revolving Credit Commitment(1):             $
                                                       ----------

3.        Term Loan Commitment                        $
                                                       ----------

4.        Portion of Existing Term Loans to be
          converted to Term Loans:                    $
                                                       ----------

5.        If a new Lender, Notice Address:
                                                      --------------------------
          Attention:
                                                      --------------------------
          Telephone:
                                                      --------------------------
          Facsimile:
                                                      --------------------------
</Table>




--------
(1) With respect to any existing Revolving Credit Lender, list only the amount
    of the additional Revolving Credit Commitment of such Lender and not the
    amount of such Lender's Revolving Credit Commitment in effect immediately
    prior to the effectiveness of the Second Amendment.


<PAGE>


                           ACKNOWLEDGMENT AND CONSENT

                  Reference is made to the Credit Agreement described in the
foregoing Amendment (the "Credit Agreement"; terms defined in the Credit
Agreement being used in this Acknowledgment and Consent with the meanings given
to such terms in the Credit Agreement). Each of the undersigned parties to the
Guarantee and Collateral Agreement and/or one or more other Security Documents,
in each case as amended, supplemented or otherwise modified from time to time,
hereby (a) consents to the foregoing Amendment and the transactions contemplated
thereby and (b) acknowledges and agrees that the guarantees and grants of
security interests contained in the Guarantee and Collateral Agreement and other
Security Documents are, and shall remain, in full force and effect after giving
effect to the foregoing Amendment and all prior modifications to the Credit
Agreement.

                  THIS ACKNOWLEDGMENT AND CONSENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




            [The remainder of this page is intentionally left blank.]


<PAGE>


                             GRANTORS (OTHER THAN THE BORROWER)

                             AEGIS THERAPIES, INC.
                             AEGIS THERAPIES - FLORIDA, INC.
                             AEGIS THERAPIES - WISCONSIN, INC.
                             BEVERLY ENTERPRISES - ALABAMA, INC.
                             BEVERLY ENTERPRISES - ARIZONA, INC.
                             BEVERLY ENTERPRISES - ARKANSAS, INC.
                             BEVERLY ENTERPRISES - FLORIDA, INC.
                             BEVERLY ENTERPRISES - GARDEN TERRACE, INC.
                             BEVERLY ENTERPRISES - GEORGIA, INC.
                             BEVERLY ENTERPRISES - ILLINOIS, INC.
                             BEVERLY ENTERPRISES - INDIANA, INC.
                             BEVERLY ENTERPRISES - KENTUCKY, INC.
                             BEVERLY ENTERPRISES - MARYLAND, INC.
                             BEVERLY ENTERPRISES - MASSACHUSETTS, INC.
                             BEVERLY ENTERPRISES - MISSISSIPPI, INC.
                             BEVERLY ENTERPRISES - MISSOURI, INC.
                             BEVERLY ENTERPRISES - NEBRASKA, INC.
                             BEVERLY ENTERPRISES - NEW JERSEY, INC.
                             BEVERLY ENTERPRISES - NORTH CAROLINA, INC.
                             BEVERLY ENTERPRISES - OHIO, INC.
                             BEVERLY ENTERPRISES - PENNSYLVANIA, INC.
                             BEVERLY ENTERPRISES - SOUTH CAROLINA, INC.
                             BEVERLY ENTERPRISES - TENNESSEE, INC.
                             BEVERLY ENTERPRISES - VIRGINIA, INC.
                             BEVERLY ENTERPRISES - WASHINGTON, INC.
                             BEVERLY ENTERPRISES - WEST VIRGINIA, INC.
                             BEVERLY ENTERPRISES - WISCONSIN, INC.
                             BEVERLY HEALTH AND REHABILITATION SERVICES, INC.
                             COMMERCIAL MANAGEMENT, INC.
                             COMMUNITY CARE, INC.
                             COMPASSION & PERSONAL CARE SERVICES, INC.
                             HOMECARE PREFERRED CHOICE, INC.
                             HOSPICE PREFERRED CHOICE, INC.
                             MATRIX OCCUPATIONAL HEALTH, INC.
                             MEDICAL ARTS HEALTH FACILITY OF LAWRENCEVILLE, INC.
                             MODERNCARE OF LUMBERTON, INC.
                             NEBRASKA CITY S-C-H, INC.
                             NURSING HOME OPERATORS, INC.
                             SOUTH DAKOTA - BEVERLY ENTERPRISES, INC.
                             TMD DISPOSITION COMPANY
                             VANTAGE HEALTHCARE CORPORATION


                             By: /s/ JOHN G. ARENA
                                --------------------------------------
                                Name:  John G. Arena
                                Title: Secretary


<PAGE>


                             BEVERLY ENTERPRISES - KANSAS, LLC
                             BEVERLY ENTERPRISES - MINNESOTA, LLC

                             By: BEVERLY ENTERPRISES - PENNSYLVANIA, INC., its
                                 sole member


                                 By: /s/ JOHN G. ARENA
                                    --------------------------------------
                                    Name:  John G. Arena
                                    Title: Secretary


                             BEVERLY HEALTHCARE LLC


                             By: BEVERLY ENTERPRISES - INDIANA, INC., its member


                                 By: /s/ JOHN G. ARENA
                                    --------------------------------------
                                    Name:  John G. Arena
                                    Title: Secretary


                             By: VANTAGE HEALTHCARE CORPORATION, its member


                                 By: /s/ JOHN G. ARENA
                                    --------------------------------------
                                    Name:  John G. Arena
                                    Title: Secretary



<PAGE>


                             GUARANTORS  (OTHER THAN THE GRANTORS)

                             4F FUNDING, INC.
                             AGI - CAMELOT, INC.
                             BEVERLY - BELLA VISTA HOLDING, INC.
                             BEVERLY - MISSOURI VALLEY HOLDING, INC.
                             BEVERLY - RAPID CITY HOLDING, INC.
                             BEVERLY ENTERPRISES - CALIFORNIA INC.
                             BEVERLY ENTERPRISES - DELAWARE, INC.
                             BEVERLY ENTERPRISE - DISTRICT OF COLUMBIA, INC.
                             BEVERLY ENTERPRISES - HAWAII, INC.
                             BEVERLY ENTERPRISES - OREGON, INC.
                             BEVERLY ENTERPRISES - TEXAS, INC.
                             BEVERLY ENTERPRISES INTERNATIONAL LIMITED
                             BEVERLY HEALTHCARE - CALIFORNIA, INC.
                             BEVERLY MANOR INC. OF HAWAII
                             BEVERLY SAVANA CAY MANOR, INC.
                             CERES STRATEGIES, INC.
                             EASTERN HOME HEALTH SUPPLY & EQUIPMENT CO., INC.
                             HALLMARK CONVALESCENT HOMES, INC.
                             HOSPICE OF EASTERN CAROLINA, INC.
                             LIBERTY NURSING HOMES, INCORPORATED
                             PETERSEN HEALTH CARE, INC.
                             SOUTH ALABAMA NURSING HOME, INC.
                             SPECTRA HEALTHCARE ALLIANCE, INC.
                             TAR HEEL INFUSION COMPANY, INC.


                             By: /s/ JOHN G. ARENA
                                 --------------------------------------
                                 Name:  John G. Arena
                                 Title: Secretary


                             CERES SELECT, LLC
                             CERES STRATEGIES MEDICAL SERVICES, LLC

                             By: CERES STRATEGIES, INC., its sole member


                             By: /s/ JOHN G. ARENA
                                 --------------------------------------
                                 Name:  John G. Arena
                                 Title: Secretary



<PAGE>



                             AEDON STAFFING, LLC

                             By: SPECTRA HEALTHCARE ALLIANCE, INC., its sole
                                 member


                                 By: /s/ JOHN G. ARENA
                                     --------------------------------------
                                     Name:  John G. Arena
                                     Title: Secretary



                             BEVERLY INDIANAPOLIS, LLC

                             By: BEVERLY HEALTHCARE LLC


                                 By: BEVERLY ENTERPRISES - INDIANA, INC., its
                                     member


                                     By: /s/ JOHN G. ARENA
                                         --------------------------------------
                                         Name:  John G. Arena
                                         Title: Secretary


                                By: VANTAGE HEALTHCARE CORPORATION, its
                                    member


                                     By: /s/ JOHN G. ARENA
                                         --------------------------------------
                                         Name:  John G. Arena
                                         Title: Secretary