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EXHIBIT 99.6
VIA FACSIMILE
March 23, 1999
Xx. Xxxx Xxxx
Senior Vice President
Karrington Senior Living
000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
RE: OPERATING CAPITAL
Dear Xx. Xxxx:
Pursuant to paragraph 6 of Amendment No. 1 to Agreement of Merger, dated March
4, 1999, Sunrise Assisted Living, Inc. ("Sunrise") agreed to make available to
Karrington Health, Inc. ("Karrington") an additional fully secured line of
credit in the principal amount of up to $6.5 million for working capital needs.
Section 5.2(c)(ii) of the Agreement of Merger sets forth restrictions on
Karrington's ability to incur indebtedness for borrowed money prior to the
effective time of the merger.
We have received a draft letter, attached hereto, stating commitments JMAC, Inc.
("JMAC") is prepared to make to Karrington when Sunrise delivers its extension
of the maturity date of the line of credit to January 1, 2000 and extension of
the waivers of the Meditrust loan and lease covenants.
This letter confirms that if Karrington's cash requirements prior to the
effective time of the merger exceed the funding available under the increased
line of credit referred to above, Sunrise will cooperate with JMAC and
Karrington to alleviate the shortage of funds. If Sunrise is limited or unable
to or does not provide such additional funds to Karrington, Sunrise hereby
consents to working with JMAC to allow JMAC to make additional loans to
Karrington.
This letter also confirms that the maturity date of the line of credit (totaling
up to $16.5 million) from Sunrise to Karrington has been extended to January 1,
2000.
Please call me should you have any questions.
Sincerely,
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Senior Vice President of Finance
cc: Xxxx Xxxxxx
Xxx Xxxxxx
Xxx Xxxxxx
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