Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 20th, 2000 • Northstar Health Services Inc • Services-misc health & allied services, nec • Delaware
RECITALS: A. NW and Northstar are parties to a Purchase and Sale Agreement made and entered into as of November 1, 1993 (the "Purchase Agreement") pursuant to which NW sold certain assets to Northstar. B. White and Northstar are parties to an...Agreement • March 31st, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec • Pennsylvania
September 30, 1999 Northstar Health Services, Inc. The Atrium 665 Philadelphia Street P.O. Box 1289 Indiana, Pennsylvania 15701 Cerberus Capital Management, LLC, as agent for the Lenders 450 Park Avenue New York, New York 10022 Attention: Joyce...Northstar Health Services Inc • November 12th, 1999 • Services-misc health & allied services, nec • New York
WITNESSETH:Forbearance Agreement • March 31st, 1998 • Northstar Health Services Inc • Services-misc health & allied services, nec • New York
RECITALS The parties recite and declare:Employment Agreement • March 31st, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec • Pennsylvania
ANDEmployment Agreement • March 31st, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec • Pennsylvania
Northstar Health Services, Inc. The Atrium 665 Philadelphia Street Indiana, PA 15701 June 9, 1997 Gentlemen, This letter, when executed by the parties hereto, will constitute an agreement between Northstar Health Services, Inc. ("Northstar" or "the...Northstar Health Services Inc • March 31st, 1998 • Services-misc health & allied services, nec • New York
WITNESSETH: -----------Employment Agreement • March 31st, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec • Pennsylvania
Exhibit 20.2 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release is entered into this 24th day of November, 1997, by and between STEVEN N. BRODY and STEVEN N. BRODY ASSOCIATES ("Brody Associates") ASettlement Agreement and Mutual Release • March 31st, 1998 • Northstar Health Services Inc • Services-misc health & allied services, nec • Pennsylvania
The Atrium, 665 Philadelphia Street (412) 349-7500 P.O. Box 1289 Fax: (412) 465-3250 Indiana, PA 15701 August 6, 1997 Frank J. Spramelli 28 Overlook Drive Indiana, PA 15701 Dear Frank, The purpose of this letter is to memorialize the terms and...1 • November 14th, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec
RECITALSEmployment Agreement • March 31st, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec • Pennsylvania
AMONG NORTHSTAR HEALTH SERVICES, INC. AS BORROWER,Credit Agreement • November 12th, 1999 • Northstar Health Services Inc • Services-misc health & allied services, nec • New York
RECITALSCompany Pledge Agreement • November 12th, 1999 • Northstar Health Services Inc • Services-misc health & allied services, nec • New York
3 Schedule 1 to Assignment and Acceptance Relating to the Credit Agreement, Dated as of October 20, 1995 Among Northstar Health Services, Inc., the Lenders Named Therein and IBJ Schroder Bank & Trust Company, as Agent for the Lenders (in such...Assignment and Acceptance • March 31st, 1998 • Northstar Health Services Inc • Services-misc health & allied services, nec
EMPLOYMENT AGREEMENT August 22, 1995 TO: BRIAN STRONG 1660 North Prospect Milwaukee, Wisconsin 53202 In consideration of your agreement to serve as a Chief Operating Officer, the undersigned, NORTHSTAR HEALTH SERVICES, INC., a Delaware corporation...Employment Agreement • March 31st, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec • Pennsylvania
Exhibit 10.3 EMPLOYMENT AGREEMENT TO: MICHAEL J. KULMOSKI, JR. 2030 Clare Drive Pittsburgh, PA 15237 In consideration of your agreement to enter into the non- compete contained herein and to continue to serve as the Treasurer and Vice President of...Employment Agreement • March 31st, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec • Pennsylvania
RECITALSCompany Security Agreement • November 12th, 1999 • Northstar Health Services Inc • Services-misc health & allied services, nec • New York
WITNESSETHExtension Supplement • August 13th, 1999 • Northstar Health Services Inc • Services-misc health & allied services, nec • New York
RECITALSSubsidiaries Guarantee • November 12th, 1999 • Northstar Health Services Inc • Services-misc health & allied services, nec • New York
RECITALS:Termination Agreement and General Release • March 31st, 1998 • Northstar Health Services Inc • Services-misc health & allied services, nec
Exhibit 10.10 SEPARATION AGREEMENT, MUTUAL GENERAL RELEASE AND WAIVER OF CLAIMS THIS SEPARATION AGREEMENT, MUTUAL GENERAL RELEASE AND WAIVER OF CLAIMS (the "Agreement"), is made this 10th day of September, 1996, by and between Lisa S. Guarino...Separation Agreement • March 31st, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec
BY HAND October 21, 1999 MEMORANDUM TO: Persons on the Attached Distribution List FROM: Andrew M. Weinfeld RE: Cerberus: Northstar Credit Agreement In connection with the above-referenced transaction, I am enclosing the final versions of the operative...Northstar Health Services Inc • November 12th, 1999 • Services-misc health & allied services, nec
RECITALSZaucha Subordination Agreement • November 12th, 1999 • Northstar Health Services Inc • Services-misc health & allied services, nec • New York
1 Exhibit 99.2 TERMINATION OF LETTER OF EMPLOYMENT This agreement, effective June 4, 1999, by and between Northstar Health Services, Inc. (NSH), Indiana, Pennsylvania, 15701, and Lisa S. Guarino, CPA, 72 Shady Drive, Indiana, Pennsylvania, 15701...Northstar Health Services Inc • May 27th, 1999 • Services-misc health & allied services, nec
Exhibit 99.1 LETTER OF EMPLOYMENT This Letter of Employment, effective September 1, 1997, by and between Northstar Health Services, Inc. (NSH), 665 PHILADELPHIA Street, Indiana, Pennsylvania, 15701, and Lisa S. Guarino, CPA, 72 Shady Drive, Indiana,...Letter of Employment • November 14th, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec
RECITALSSubsidiaries Security Agreement • November 12th, 1999 • Northstar Health Services Inc • Services-misc health & allied services, nec • New York
Exhibit 10Northstar Health Services Inc • November 15th, 1999 • Services-misc health & allied services, nec
RECITALSSubsidiaries Stock Pledge Agreement • November 12th, 1999 • Northstar Health Services Inc • Services-misc health & allied services, nec • New York
RECITALSIndependent Consultant Contract • March 31st, 1997 • Northstar Health Services Inc • Services-misc health & allied services, nec
