
<PAGE>   1
                                                                  EXHIBIT 10.8

                                                                  EXECUTION COPY

                                TENTH AMENDMENT
                              TO CREDIT AGREEMENT
                                     AMONG
                           BEVERLY ENTERPRISES, INC.,
               BEVERLY HEALTH AND REHABILITATION SERVICES, INC.,
               (FORMERLY KNOWN AS BEVERLY CALIFORNIA CORPORATION)
                    THE SUBSIDIARY GUARANTORS LISTED HEREIN,
                           THE LENDERS LISTED HEREIN,
                                      AND
                          THE NIPPON CREDIT BANK, LTD.
                          LOS ANGELES AGENCY, AS AGENT

                           DATED AS OF JUNE 28, 1996

                 THIS TENTH AMENDMENT dated as of June 28, 1996 (this
"AMENDMENT"), is entered into by and among BEVERLY ENTERPRISES, INC., a
Delaware corporation ("BEI"), BEVERLY HEALTH AND REHABILITATION SERVICES, INC.
(formerly known as Beverly California Corporation), a California corporation
("BORROWER"), the SUBSIDIARY GUARANTORS listed on the signature pages hereof
(together with BEI, the "GUARANTORS"), the LENDERS listed on the signature
pages hereof (such lenders, together with each Person that may or has become a
party to the Credit Agreement (as hereinafter defined) pursuant to subsection
10.8 thereof, are referred to herein individually as a "LENDER" and
collectively as the "LENDERS"), and THE NIPPON CREDIT BANK, LTD., Los Angeles
Agency ("NIPPON"), as agent for the Lenders (in such capacity, the "AGENT").
This Amendment amends the Credit Agreement dated as of March 2, 1993 by and
among BEI, Borrower, Agent and Lenders, as amended by that certain First
Amendment to Credit Agreement dated as of May 6, 1994, as further amended by
that certain Second Amendment to Credit Agreement dated as of May 19, 1994, as
further amended by that certain Third Amendment to Credit Agreement dated as of
November 1, 1994, as further amended by that certain Fourth Amendment to Credit
Agreement dated as of November 9, 1994, as further amended by that certain
Fifth Amendment to Credit Agreement dated as of December 30, 1994, as further
amended by that certain Sixth Amendment to Credit Agreement dated as of July
25, 1995, as further amended by that certain Seventh Amendment to Credit
Agreement dated as of September 29, 1995, as further amended by that certain
Eighth Amendment to Credit Agreement dated as of February 14, 1996, and as
further amended by that certain Ninth Amendment to Credit Agreement dated as of
April 22, 1996 (as so amended, the "CREDIT AGREEMENT"), as set forth herein.
<PAGE>   2
                                    RECITALS

                 WHEREAS, Borrower desires to amend the Credit Agreement in
certain respects;

                 WHEREAS, Lenders and Agent have agreed to approve such
amendments;

                 WHEREAS, Guarantors desire to reaffirm the effectiveness
respectively of the Subsidiary Guaranty Agreement and the BEI Guaranty
Agreement;

                                   AGREEMENT

                 NOW, THEREFORE, in consideration of the terms and conditions
herein contained, BEI, Borrower, Guarantors, Agent and Lenders agree as
follows:

         1.      DEFINITIONS, INTERPRETATION. All capitalized terms defined
above and elsewhere in this Amendment shall be used herein as so defined.
Unless otherwise defined herein, all other capitalized terms used herein shall
have the respective meanings given to those terms in the Credit Agreement, as
amended by this Amendment. The rules of construction set forth in Section I of
the Credit Agreement shall, to the extent not inconsistent with the terms of
this Amendment, apply to this Amendment and are hereby incorporated by
reference.

         2.      AMENDMENT TO CREDIT AGREEMENT. Subject to conditions set forth
in paragraph 4 hereof, the Credit Agreement is hereby amended by deleting
Section 5.5 in its entirety and replacing it with the following:

                          The Fixed Charge Coverage Ratio at any date shall not
         be less than the ratio set forth below opposite the period in which
         such date falls:

<TABLE>
<CAPTION>
                 Period                                  Ratio
                 ------                                  -----
         <S>                                         <C>
         Closing Date through 12/30/95               1.10 to 1.00       
         12/31/95 through 06/29/96                   1.15 to 1.00       
         06/30/96 through 12/30/96                   1.10 to 1.00       
         12/31/96 through 12/30/97                   1.15 to 1.00       
         12/31/97 and thereafter                     1.20 to 1.00      
                                                                    
</TABLE>

         3.      REPRESENTATIONS AND WARRANTIES. In order to induce the Agent
and the Lenders to enter into this Amendment, each of BEI and Borrower
represents and warrants to the Agent and the Lenders that:

                 (a)      The representations and warranties of each Loan Party
         contained in the Credit Agreement are true, correct and complete in
         all material respects on and as of the date




                                      2
<PAGE>   3
         hereof to the same extent as though made on and as of the date hereof
         except to the extent that such representations and warranties
         specifically relate to an earlier date, in which case they are true,
         correct and complete in all material respects as of such earlier date;
        
                 (b)      No event has occurred and is continuing or would 
         result from the execution of this Amendment that constitutes an Event
         of Default or Potential Event of Default;
        
                 (c)      Each Loan Party has performed in all material 
         respects all agreements and satisfied all conditions that the Credit
         Agreement and this Amendment provide shall be performed by it on or
         before the date hereof;
        
                 (d)      The execution, delivery and performance of this 
         Amendment, and the Credit Agreement as amended by this Amendment, by
         each Loan Party which is a party thereto are within the corporate
         power and authority of each such Loan Party and, as of the Tenth
         Amendment Effective Date (as hereinafter defined), will be duly
         authorized by all necessary corporate action on the part of each Loan
         Party, and this Amendment as of the Tenth Amendment Effective Date,
         are duly executed and delivered by each of such Loan Parties which is
         a party thereto and will constitute a valid and binding agreement of
         each of such Loan Parties, enforceable against such Loan Parties in
         accordance with their terms, except as may be limited by bankruptcy,
         insolvency, reorganization, moratorium or similar laws or equitable
         principles relating to or limiting creditors' rights generally or by
         equitable principles relating to enforceability. The Credit Agreement
         constitutes and, as of the Tenth Amendment Effective Date, the Credit
         Agreement, as amended by this Amendment, will constitute, a valid and
         binding agreement of each applicable Loan Party, enforceable against
         each applicable Loan Party in accordance with their respective terms,
         except as may be limited by bankruptcy, insolvency, reorganization,
         moratorium or similar laws or equitable principles, relating to or
         limiting creditors' rights generally or by equitable principles
         relating to enforceability.
        
                 (e)      The execution and delivery by each applicable Loan 
         Party of this Amendment, and the performance by each such Loan Party
         of the Credit Agreement as amended by this Amendment, do not and will
         not (i) violate any provision of any law or any governmental rule or
         regulation applicable to any Loan Party, the Certificate or Articles
         of Incorporation or Bylaws of any Loan Party or any order, judgment or
         decree of any court or other agency of government binding on any Loan
         Party, (ii) conflict with, result in a breach of or constitute (with
         due notice or lapse of time or both) a default under any instrument
         that is material, individually or in the aggregate, and that is        
         binding on such Loan Party,




                                      3
<PAGE>   4
         (iii) result in or require the creation or imposition of any Lien
         upon any of the properties or assets of any Loan Party, or (iv)
         require any approval or consent of any Person under any instrument
         that is material, individually or in the aggregate, and that is
         binding on such Loan Party.

                 (f)      The execution and delivery by each applicable Loan
         Party of this Amendment, and the performance by each such Loan Party
         of the Credit Agreement as amended by this Amendment, do not and will
         not require any registration with, consent or approval of, or notice
         to, or other action to, with or by, any federal, state or other
         governmental authority or regulatory body.

         4.      CONDITIONS TO EFFECTIVENESS. Section 2 of this Amendment shall
become effective only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of such conditions being referred to herein
as the "TENTH AMENDMENT EFFECTIVE DATE"):

                 (a)      On or before the Tenth Amendment Effective Date,
         Borrower shall deliver to the Lenders (or to the Agent for the Lenders
         with sufficient originally executed copies, as appropriate, for each
         Lender and its counsel) the following, each, unless otherwise noted,
         dated the Tenth Amendment Effective Date, duly executed and delivered
         by the parties thereto:

                          (i)   Signature and incumbency certificates of each
                 of BEI, Borrower and each Subsidiary Guarantor of its
                 respective officers executing this Amendment certified by such
                 party's respective secretary or assistant secretary; and

                          (ii)  Executed counterparts of this Amendment.

                 (b)      On or before the Tenth Amendment Effective Date, all
         corporate and other proceedings taken or to be taken in connection
         with the transactions contemplated hereby and all documents incidental
         thereto not previously found acceptable by the Agent, acting on behalf
         of the Lenders, and its counsel shall be satisfactory in form and
         substance to the Agent and such counsel, and the Agent and such
         counsel shall have received all such counterpart originals or
         certified copies of such documents as the Agent may reasonably
         request.

                 (c)      On or before the Tenth Amendment Effective Date, the
         Borrower shall have caused payment to the Agent of all amounts
         regarding the costs and expenses reasonably incurred by Agent in
         connection with this Amendment.

         5.      ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS. Each Guarantor
acknowledges that it has reviewed the terms and




                                      4
<PAGE>   5
provisions of the Credit Agreement and this Amendment and consents to the
amendment of the Credit Agreement effected pursuant to this Amendment. Each
Guarantor hereby confirms that the Guaranty Agreement and the Collateral
Documents to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guaranty or secure, as the case may be, to
the fullest extent possible the payment and performance of all Obligations,
Guarantied Obligations (as defined in the applicable Guaranty Agreements) and
Secured Obligations (as defined in the Collateral Documents), as the case may
be, including, without limitation, the payment and performance of all
Obligations of Borrower now or hereafter existing under or in respect of the
Credit Agreement as amended by this Amendment and the Notes defined therein.

                 Each Guarantor acknowledges and agrees that any of the
Guaranty Agreements and the Collateral Documents to which it is a party or
otherwise bound shall continue in full force and effect and that all of its
obligations thereunder shall be valid and enforceable and shall not be impaired
or limited by the execution or effectiveness of this Amendment. Each Guarantor
represents and warrants that all representations and warranties contained in
the Credit Agreement as amended by this Amendment and the Guaranty Agreements
and the Collateral Documents to which it is a party or otherwise bound are
true, correct and complete in all material respects on and as of the Tenth
Amendment Effective Date to the same extent as though made on and as of that
date except to the extent that such representations and warranties specifically
relate to an earlier date, in which case they are true, correct and complete in
all material respects as of such earlier date.

                 Each Guarantor acknowledges and agrees that in addition to all
the other waivers agreed to and made by Guarantor as set forth in the Guaranty
Agreement and the Collateral Documents to which it is a party or otherwise
bound, and pursuant to the provisions of California Civil Code Section 2856,
"Guarantor waives all rights and defenses arising out of an election of
remedies by the creditor, even though that election of remedies, such as a
nonjudicial foreclosure with respect to security for a guaranteed obligation,
has destroyed the Guarantor's rights of subrogation and reimbursement against
the principal by the operation of Section 580d of the Code of Civil Procedure
or otherwise."

                 Each Guarantor acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Guarantor is not required by the terms of the Credit Agreement or any
other Loan Document to consent to the amendments to the Credit Agreement
effected pursuant to this Amendment or any other Loan Document and (ii) that
neither the terms of the Credit Agreement, any other Loan Document nor this
Amendment shall be deemed to require the consent of any Guarantor to any future
amendments to the Credit Agreement.




                                      5
<PAGE>   6
         6.      EFFECTIVENESS: COUNTERPARTS. This Amendment may be executed in
any number of counterparts, and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Amendment (other than the provisions of Section 2) shall
become effective upon the execution of a counterpart hereof by all Lenders and
each of the Loan Parties and receipt of written or telephonic notification of
such execution and authorization of delivery thereof.

         7.      FEES AND EXPENSES. The Borrower acknowledges that all costs,
fees and expenses as described in subsection 10.4 of the Credit Agreement
incurred by the Agent and its counsel with respect to this Amendment and the
documents and transactions contemplated hereby shall be for the account of the
Borrower.

         8.      EFFECT OF AMENDMENT. It is hereby agreed that, except as
specifically provided herein, this Amendment does not in any way affect or
impair the terms and conditions of the Credit Agreement, and all terms and
conditions of the Credit Agreement are to remain in full force and effect
unless otherwise specifically amended or changed pursuant to the terms and
conditions of this Amendment.

         9.      APPLICABLE LAW. This Amendment and the rights and obligations
of the parties hereto and all other aspects hereof shall be deemed to be made
under, shall be governed by, and shall be construed and enforced in accordance
with, the laws of the State of New York without regard to principles of
conflicts of laws.




                                      6
<PAGE>   7
                 WITNESS the due execution hereof by the respective duly
authorized officers of the undersigned as of the date first written above.

                                      BEI:
                                      ----

                                      BEVERLY ENTERPRISES, INC.

                                      BY: /s/ SCHUYLER HOLLINGSWORTH, JR.
                                          ----------------------------------
                                      Title: SR. VICE PRESIDENT & TREASURER 
                                            --------------------------------

                                      Borrower:
                                      ---------

                                      BEVERLY HEALTH AND REHABILITATION
                                      SERVICES, INC.
                                      

                                      BY: /s/ SCHUYLER HOLLINGSWORTH, JR.
                                          ----------------------------------
                                      Title: SR. VICE PRESIDENT & TREASURER
                                            --------------------------------

                                      Agent:
                                      ------

                                      THE NIPPON CREDIT BANK, LTD.,
                                      LOS ANGELES AGENCY, 
                                      as Agent


                                      BY: /s/ BERNARDO E. CORREA-HENSCHKE
                                          ----------------------------------
                                      Title: VICE PRESIDENT & SENIOR MANAGER 
                                            --------------------------------




                                     S-1
<PAGE>   8
                                      Lenders:

                                      THE NIPPON CREDIT BANK, LTD.,
                                      LOS ANGELES AGENCY, 
                                      as a Lender


                                      BY: /s/ BERNARDO E. CORREA-HENSCHKE
                                         ------------------------------------
                                      Title:  VICE PRESIDENT & SENIOR MANAGER 
                                             --------------------------------

                                      TORONTO-DOMINION (TEXAS), INC.,
                                      as a Lender


                                      BY: /s/  DAVID G. PARKER
                                          -----------------------------------
                                      Title: VICE PRESIDENT
                                            ---------------------------------

                           (Signatures Continued]




                                      S-2


<PAGE>   9
                                  THE SUBSIDIARY GUARANTORS:

                                        American Transitional Care
                                        Centers of Texas, Inc.

                                        American Transitional Care
                                        Dallas-Ft. Worth, Inc.

                                        American Transitional Health Care, Inc.

                                        American Transitional
                                        Hospitals, Inc.

                                        American Transitional
                                        Hospitals of Indiana, Inc.

                                        American Transitional
                                        Hospitals of Oklahoma, Inc.

                                        American Transitional
                                        Hospitals of Tennessee, Inc.

                                        ATH Del Oro, Inc. 

                                        ATH Heights, Inc. 

                                        ATH Tucson, Inc.

                                        Beverly Enterprises -
                                         Alabama, Inc.

                                        Beverly Enterprises -
                                         Arkansas, Inc.

                                        Beverly Enterprises -
                                         Florida, Inc.
                                        
                                        Beverly Enterprises -
                                         Georgia, Inc.
                                         
                                        Beverly Enterprises
                                         Japan Limited
                                        
                                        Beverly Enterprises -
                                         Maryland, Inc.

                                        Beverly Enterprises -
                                         Massachusetts, Inc.
                                        
                                        Beverly Enterprises -
                                         Minnesota, Inc.




                                     S-3
<PAGE>   10

                                        Beverly Enterprises -
                                         Mississippi, Inc.
                                        
                                        Beverly Enterprises -
                                         Missouri, Inc.
                                        
                                        Beverly Enterprises -
                                         Nebraska, Inc.
                                        
                                        Beverly Enterprises -
                                         North Carolina, Inc.

                                        Beverly Enterprises -
                                         Oregon

                                        Beverly Enterprises -
                                         Wisconsin, Inc.

                                        Commercial Management, Inc.

                                        Hallmark Convalescent
                                         Homes, Inc.

                                        Hospital Facilities
                                         Corporation

                                        Moderncare of Lumberton, 
                                         Inc.

                                        Nebraska City S-C-H, Inc.

                                        South Dakota - Beverly 
                                         Enterprises, Inc.

                                        Vantage Healthcare
                                         Corporation

                                        AGI-Camelot, Inc.

                                        AGI-McDonald County 
                                         Health Care, Inc.

                                        Beverly Enterprises -
                                         Arizona, Inc.

                                        Beverly Enterprises -
                                         California, Inc.

                                        Beverly Enterprises -
                                         Colorado, Inc.

                                        Beverly Enterprises -
                                         Connecticut, Inc.




                                     S-4
<PAGE>   11

                                        Beverly Enterprises -
                                         Garden Terrace, Inc.

                                        Beverly Enterprises -
                                         Hawaii, Inc.

                                        Beverly Enterprises -
                                         Idaho, Inc.

                                        Beverly Enterprises -
                                         Illinois, Inc.

                                        Beverly Enterprises -
                                         Indiana, Inc.

                                        Beverly Enterprises -
                                         Kansas, Inc.

                                        Beverly Enterprises -
                                         Kentucky, Inc.

                                        Beverly Enterprises -
                                         Louisiana, Inc.

                                        Beverly Enterprises -
                                         Michigan, Inc.

                                        Beverly Enterprises -
                                         New Jersey, Inc.

                                        Beverly Enterprises -
                                         Ohio, Inc.

                                        Beverly Enterprises - 
                                         Pennsylvania, Inc.

                                        Beverly Enterprises -
                                         South Carolina, Inc.

                                        Beverly Enterprises -
                                         Tennessee, Inc.

                                        Beverly Enterprises -
                                         Texas, Inc.

                                        Beverly Enterprises -
                                         Utah, Inc.

                                        Beverly Enterprises -
                                         Virginia, Inc.

                                        Beverly Enterprises -
                                         Washington, Inc.




                                     S-5
<PAGE>   12
                                        Beverly Enterprises -
                                         West Virginia, Inc.

                                        Beverly Indemnity, Ltd.

                                        Beverly Manor Inc. of
                                         Hawaii

                                        Beverly Savana Cay Manor,
                                         Inc.

                                        Columbia-Valley Nursing
                                         Home, Inc.

                                        Computran Systems, Inc.

                                        Continental Care Centers
                                         of Council Bluffs, Inc.

                                        Forest City Building Ltd.

                                        Home Medical Systems,
                                         Inc.

                                        Kenwood View Nursing
                                         Home, Inc.

                                        Liberty Nursing Homes,
                                         Incorporated

                                        Medical Arts Health
                                         Facility of
                                         Lawrenceville, Inc.

                                        Nursing Home Operators,
                                         Inc.

                                        Petersen Health Care,
                                         Inc.

                                        Pharmacy Corporation of
                                         America

                                        Salem No. 1, Inc.

                                        South Alabama Nursing
                                         Home, Inc.




                                     S-6
<PAGE>   13
                                        Taylor County Health
                                         Facility, Incorporated

                                        Alliance Health Services,
                                         Inc.

                                        Healthcare Prescription
                                         Services, Inc.

                                        Dunnington Drugs, Inc.

                                        Insta-Care Holdings, Inc.

                                        AdviNet, Inc.

                                        Beverly Crest Corporation

                                        Beverly Enterprises-
                                        Distribution Services, Inc.

                                        Hospice Preferred Choice,
                                        Inc.

                                        Beverly Rehabilitation
                                        Services, Inc.

                                        Synergos, Inc.

                                        Synergos-Scottsdale, Inc.

                                        Synergos-Pleasanthill, Inc.

                                        Synergos-North Hollywood,
                                        Inc.
                   
                   
                                By: /s/ SCHUYLER HOLLINGSWORTH, JR. 
                                   --------------------------------------
                   
                                Title: SR. VICE PRESIDENT & TREASURER
                                      -----------------------------------



                                     S-7
<PAGE>   14
                       CERTIFICATE OF ASSISTANT SECRETARY

                                       OF

                           BEVERLY ENTERPRISES, INC.

         I, Holly A. Odom, Assistant Secretary of Beverly Enterprises, Inc., a
Delaware corporation (the "Corporation"), DO HEREBY CERTIFY:


         1)      That the person named below is, as of the date hereof, a duly
         elected, qualified and acting officer of the Corporation, as
         indicated, and that the signature opposite his name is his true and
         genuine signature:

NAME                           POSITION            SIGNATURE  
- ----                           --------            ---------

Schuyler Hollingsworth, Jr.    Senior Vice
                               President and       /s/ SCHUYLER HOLLINGSWORTH
                               Treasurer           ----------------------------

         IN WITNESS WHEREOF, I have executed this Certificate as of this 28th 
day of June, 1996.



(SEAL)                                            /s/ HOLLY A. ODOM
                                                  -----------------------------
                                                  Holly A. Odom
                                                  Assistant Secretary
<PAGE>   15

                       CERTIFICATE OF ASSISTANT SECRETARY

                                       OF

                BEVERLY HEALTH AND REHABILITATION SERVICES, INC.

         I, Holly A. Odom, Assistant Secretary of Beverly Health and
Rehabilitation Services, Inc., a California corporation (the "Corporation"), DO
HEREBY CERTIFY:

         1.      That the person named below is, as of the date hereof, a duly
         elected, qualified and acting officer of the Corporation, as
         indicated, and that the signature opposite his name is his true and
         genuine signature:

NAME                            POSITION             SIGNATURE 
- ----                            --------             ---------

Schuyler Hollingsworth, Jr.     Senior Vice
                                President and        /s/ SCHUYLER HOLLINGSWORTH
                                Treasurer            --------------------------

         IN WITNESS WHEREOF, I have executed this Certificate as of this 28th
day of June, 1996.




(SEAL)                                              /s/ HOLLY A. ODOM
                                                    ---------------------------
                                                    Holly A. Odom
                                                    Assistant Secretary
