EXHIBIT 99.(c)(5)
KAPSON SENIOR QUARTERS CORP.
February 23, 1998
PROMETHEUS SENIOR QUARTERS LLC
PROMETHEUS ACQUISITION CORP.
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Agreement and Plan of
Merger (the "Amended and Restated Merger Agreement") of even date herewith,
among Prometheus Senior Quarters LLC (the "Parent"), Prometheus Acquisition
Corp. (the "Merging Corporation"), and Kapson Senior Quarters Corp. (the
"Company"), pursuant to which Investor shall acquire Company pursuant to a
tender offer of all of the outstanding shares of the Company and the Merging
Corporation shall merge with and into the Company. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed thereto in
the Amended and Restated Merger Agreement.
The Kapson Licensed Home Care Services Agency ("KLHCSA") provides services to
several of the New York facilities and is seeking to expand its license to
additional counties in order to provide services to additional New York
facilities. KLHCSA's license, which is granted by the New York Department of
Health ("NYDOH"), is held in the name of the Kapson Group, a partnership
comprised of ▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (the "Kaplans") jointly. The Kaplans
agree to use their reasonable best efforts to obtain regulatory approval for
and to arrange for the transfer of responsibility for the operation of KLHCSA
to the Company promptly after the Effective Time. Review of such transfer
application by NYDOH may take a considerable period of time. The Kaplans shall
cause KLHCSA to maintain its existing business arrangements with the Company
or any of its subsidiaries until the ownership of KLHCSA is transferred to the
Company.
Please confirm that this letter correctly sets forth our agreement by signing
a counterpart copy where designated below.
Very truly yours,
KAPSON SENIOR QUARTERS CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Chairman and Chief Executive Officer
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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AGREED:
PROMETHEUS SENIOR QUARTERS LLC
By: LF STRATEGIC REALTY
INVESTORS II L.P., its Sole Member
By: LAZARD FRERES REAL ESTATE PROMETHEUS ACQUISITION CORP.
INVESTORS L.L.C.,
its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Principal President
