EXHIBIT 6
Merit Partners, LLC
c/o NorthStar Capital Investment Corp.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 25, 2003
VIA FACSIMILE
Emeritus Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
Facsimile No.: (000) 000-0000
RE: 9% Cumulative Convertible Exchangeable
Redeemable Preferred Stock
Dear Ray:
Reference is made to the Repurchase Agreement, dated as of May 14,
2003 (the "Agreement"), by and between Emeritus Corporation, a Washington
corporation (the "Purchaser"), as purchaser, and Merit Partners, LLC, a New
York limited liability company (the "Seller"), as seller. Capitalized terms
used and not otherwise defined in this letter agreement shall have the
respective meanings ascribed to such terms in the Agreement.
The Seller understands that the Purchaser will not have satisfied
certain of the Conditions to Closing identified in Section 2.4 of the
Agreement prior to the Termination Date and further understands that the
Purchaser has requested that the Seller extend the Termination Date until July
31, 2003.
In accordance with the terms and subject to the conditions of this
letter agreement, the Seller hereby agrees to extend the Termination Date
until July 31, 2003 upon receipt of a deposit by wire transfer to the bank
account designated by the Seller of immediately available funds in the amount
of Five Hundred Thousand Dollars (the "Extension Deposit"), provided that the
Extension Deposit is received prior to 5:00 p.m. (Eastern Daylight Time) on
Monday, June 30, 2003.
Upon the Seller's receipt of the Extension Deposit, references in the
Agreement to the "Termination Date" shall be deemed to mean July 31, 2003 and
references in the Agreement to the "Deposit" shall be deemed to be references
to both the initial deposit of $500,000 as described in Section 2.2 of the
Agreement (the "Initial Deposit") and the Extension Deposit. Accordingly, the
Deposit (consisting of both the Initial Deposit and the Extension Deposit)
shall be handled in the manner set forth in Section 2.2 of the Agreement.
Except as otherwise provided in this letter agreement, the Agreement
shall remain unchanged and in full force and effect. From and after the
execution of this letter agreement by each of the Purchaser and the Seller,
any reference to the Agreement shall be deemed to be a reference to the
Agreement as modified by this letter agreement.
This letter agreement may be executed in one or more counterparts,
and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed an original, but all of which together shall
constitute one and the same instrument.
This letter agreement shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York without giving
effect to the principles of conflicts of law thereof.
If the Purchaser is in agreement with the foregoing, please indicate
such agreement by executing this letter agreement where indicated below.
Very truly yours,
MERIT PARTNERS, LLC
By: NorthStar Partnership, L.P.
Its: Sole Member
By: NorthStar Capital Investment Corp.
Its: General Partner
By: /s/ Xxxxxxx X. XxXxxxxx
----------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
AGREED AS OF THE DATE WRITTEN ABOVE:
EMERITUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President of Finance
