Exhibit 99(h)
WINTER HARBOR, LLC
11400 SKIPWITH LANE TELEPHONE: (301) 983-2424
POTOMAC, MARYLAND 20854 FACSIMILE: (301) 983-2425
June 6, 1997
Medcross, Inc.
13751 South Wadsworth Park Drive
Suite 200
Draper, Utah 84020
Attention: John W. Edwards, President
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Re: Proposed Purchase of Series M Preferred Stock
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Ladies and Gentlemen:
This letter is intended to set forth the basic terms of a purchase by
Winter Harbor, L.L.C., a Delaware limited liability company, or an affiliate
thereof ("Purchaser"), of Series M Preferred Stock (the "Stock") of Medcross,
Inc., a Florida corporation ("Medcross"). This letter expresses only the
interest of Purchaser in exploring a purchase of the Stock on terms
substantially as described in the Term Sheet, of even date, attached hereto as
Exhibit A, and shall not be construed to create any legally binding obligation
on the part of Purchaser or Medcross; provided, however, that the provisions of
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the second to last paragraph of this letter shall be binding upon Medcross and
shall survive the execution of this letter and the execution of any definitive
documentation pursuant hereto.
The parties will undertake to negotiate a definitive securities purchase
agreement, setting forth the terms and conditions of the purchase, which would
supersede all prior agreements, if any, between Purchaser and Medcross relating
to the contemplated acquisition of the Stock. Neither party would have any
obligation or liability to the other prior to the execution of such a securities
purchase agreement (except for the obligations of Medcross pursuant to the
second to last paragraph of this letter), nor would either party have any
obligation or liability to the other party for failure of such securities
purchase agreement to be executed for any reason whatsoever.
Medcross, Inc.
June 6, 1997
Page 2
For a period of ninety (90) days after the date hereof, Medcross agrees, in
consideration of the expenses to be incurred by Purchaser in pursuing the
purchase of the Stock, that it will not discuss or negotiate with any other
person or entity or entertain or consider any proposals relating to the possible
financing of Medcross or the sale or issuance of any material portion of its
capital stock.
If the foregoing is acceptable, please countersign below to confirm your
intent to proceed with negotiations consistent with the terms of this letter.
Very truly yours,
WINTER HARBOR, L.L.C.
By: First Media, L.P., its General
Manager/Member
By: First Media Corporation,
its sole general partner
By: /s/ Ralph W. Hardy, Jr.
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Ralph W. Hardy, Jr.
Secretary
The foregoing is hereby ACCEPTED and AGREED to:
MEDCROSS, INC.
By: /s/ John Edwards
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Name: John Edwards
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Title: President
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