AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

NCO GROUP, INC.

SYSTEMS & SERVICES TECHNOLOGIES MERGER CORP.,

SYSTEMS & SERVICES TECHNOLOGIES, INC.

AND

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

Dated as of August 27, 2007

TABLE OF CONTENTS

i

ii

iii

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the “ Agreement ”), dated as of the 27th day of August, 2007, is made by and among NCO Group, Inc. a Delaware corporation (“ Parent ”), Systems & Services Technologies Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Systems & Services Technologies, Inc., a Delaware corporation (the “ Company ”) and JPMorgan Chase Bank, National Association, a national banking association (“ JPMorgan ”).

WHEREAS, JPMorgan owns all of the issued and outstanding shares of the capital stock (the “ Shares ”) of the Company;

WHEREAS, the Company provides servicing services in connection with structured financial issues and related services (the “ Business ”);

WHEREAS, Parent and JPMorgan believe that it is in the best interests of the Company and JPMorgan that Parent acquire the Company through the merger of the Company with and into Merger Sub with Merger Sub surviving as a wholly-owned subsidiary of Parent (the “Merger”) and Parent and JPMorgan have appropriately approved this Merger and the other transactions contemplated by this Agreement;

WHEREAS, at the Effective Time, on the terms and subject to the conditions set forth in this Agreement (i) the Merger will become effective under applicable law; and (ii) all of the Shares that are issued and outstanding immediately prior to the Effective Time will be converted into the right to receive cash and certain securities of Parent as set forth herein;

WHEREAS, the Company, JPMorgan and Merger Sub desire to make certain representations, warranties, covenants and other agreements in connection with this Agreement, the Merger and the other transactions contemplated hereby;

WHEREAS, for Federal income tax purposes it is intended that the merger contemplated by this Agreement shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions .

“ Action ” means any suit, arbitration, cause of action, claim, complaint, criminal prosecution, investigation, governmental or other administrative proceeding, whether at law or at equity, before or by any Court or Governmental Authority, before any arbitrator or other tribunal.

“ Affiliate ” means, with respect to any Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned Person.

“ Agreement ” shall have the meaning set forth in the preamble hereto.

“ Approval ” means any license, permit, consent, approval, authorization, registration, filing, waiver, qualification or certification.

“ Audited Balance Sheet ” has the meaning set forth in Section 3.2(b) below.

“ Balance Sheet ” shall have the meaning set forth in Section 3.3 below.

“ Bonds ” means collectively the $1,036,000 Missouri Development Finance Board BUILD Missouri Revenue Bonds (Systems Services & Technologies, Inc. Project) Series 2004 and not to exceed $8,500,000 City of Joplin Taxable Industrial Revenue Bonds (Systems & Services Technologies, Inc. Project) Series 2004.

“ Business ” has the meaning set forth in the preamble hereto and refers to the Business as currently conducted by the Company.

“ Business Day ” means any day other than a Saturday, Sunday or day on which banks are permitted or required to close in New York, New York.

“ Business Employees ” means the employees of the Company or a subsidiary of the Company.

“ Business Material Adverse Effect ” means (a) a material adverse effect on the business, assets, properties, results of operations or condition (financial or otherwise) of the Business (excluding any effect resulting from (i) events, facts or circumstances relating to the economy in general, including market fluctuations and changes in interest rates, or to the industry in which the Business competes in general and not specifically relating to the Business, (ii) changes in legal or regulatory conditions that affect the Business (but are applicable generally to businesses similar to the Business and not just the Business), (iii) any change in applicable accounting requirements or principles which occurs or becomes effective after the date of this Agreement, or (iv) any action or omission required to be taken or omitted to be taken pursuant to the terms of this Agreement or any change or circumstances (including any loss of business, accounts, employees, clients, customers or other business relationships) to the extent resulting from the public announcement of this Agreement, the execution of this Agreement or the transactions contemplated hereby); or (b) a material adverse effect on the ability of JPMorgan to consummate the transactions contemplated by this Agreement.

“ Ceiling ” has the meaning set forth in Section 9.4(c) below.

“ Certificate of Incorporation ” means, with respect to any corporation, those instruments that at the time constitute its corporate charter as filed or recorded under the general corporation law of the jurisdiction of its incorporation, including the articles or certificate of incorporation or organization, and all amendments thereto, as the same may have been restated, and all amendments

2

thereto (including any articles or certificates of merger or consolidation, certificate of correction or certificates of designation or similar instruments which effect any such amendment) which became effective after the most recent such restatement. A

“ Certificate of Merger ” has the meaning set forth in Section 2.2(b) below.

“ Claims ” has the meaning set forth in Section 9.4(a) below.

“ Client ” shall mean any Person receiving services in connection with the Business.

“ Closing ” has the meaning set forth in Section 3.2 below.

“ Closing Date ” has the meaning set forth in Section 3.2 below.

“ COBRA Coverage ” means the health continuation coverage required by Section 601 et seq. of ERISA and Section 4980B of the Code.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Stock ” shall have the meaning set forth in Section 4.3(a) below.

“ Company ” has the meaning set forth in the introductory paragraph above.

“ Company Intellectual Property ” means all Intellectual Property owned by the Company that is used in connection with the Business as presently conducted but shall not include Licensed Software or that software expressly excluded from the definition of Licensed Software.

“ Company Owned Software ” means all Software owned by the Company or any Subsidiary that is used in connection with the Business as presently conducted.

“ Confidentiality Agreement ” has the meaning set forth in Section 6.3 below.

“ Continuing Employee ” has the meaning set forth in Section 6.6 below.

“ Contract ” means any material contract, agreement, license, lease (other than the Leases) or other instrument, and all written amendments, modifications and supplements thereto; including, without limitation, collective bargaining agreements, employment agreements, royalty agreements, non-compete agreements, sales and marketing agreements.

“ Contributed Assets ” has the meaning set forth in Section 4.11 below.

“ Controlled Group Liability ” means any and all Liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, (iii) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of foreign laws or regulations.

“ Court ” means any court or arbitration tribunal of the United States, any domestic state, or any foreign country, and any political subdivision thereof.

3

“ Deductible ” has the meaning set forth in Section 9.4(a) below.

“ Defense ” has the meaning set forth in Section 9.3(b) below.

“ DGCL ” has the meaning set forth in Section 2.1 below.

“ Disclosure Schedule ” has the meaning set forth in the preamble to Article IV below.

“ Disagreement ” has the meaning set forth in Section 3.4 below.

“ Effective Time ” has the meaning set forth in Section 2.2(b) below.

“ Environmental Liabilities ” has the meaning set forth in Section 4.19 below.

“ Environmental and Safety Requirements ” means all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law, in each case concerning public health and safety, worker health and safety and pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, as the foregoing are enacted and in effect prior to, on or after the Closing Date.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” has the meaning set forth in Section 6.6(b) below.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Assets ” has the meaning set forth in Section 3.2(b) below.

“ Excluded Liabilities ” has the meaning set forth in Section 3.2(b) below.

“ Former Employee Plan ” has the meaning set forth in Section 6.6(b) below.

“ Financial Statements ” has the meaning set forth in Section 4.7 below.

“ GAAP ” means U.S. generally accepted accounting principles consistently applied throughout the periods indicated.

“ Governmental Authority ” means any governmental agency, authority, department, commission, board, bureau, Court or instrumentality of the United States, any domestic state, locality or any foreign country, and any political subdivision or agency thereof, and includes any authority having governmental or quasi-governmental powers, including any administrative agency or commission, and any Self-Regulatory Organization.

“ Group ” shall have the meaning set forth in Section 6.8(a) below.

4

“ Historical Financial Statements ” has the meaning set forth in Section 4.7 below.

“ Included Assets ” has the meaning set forth in Section 3.2(b) below.

“ Included Liabilities ” has the meaning set forth in Section 3.2(b) below.

“ Indebtedness ” of any Person means (i) all obligations of such Person for borrowed money or arising out of any extension of credit to or for the account of that Person (including reimbursement or payment obligations with respect to surety bonds, letters of credit, bankers’ acceptances and similar instruments), for the deferred Merger Consideration of property or other assets or services or arising under conditional sale or other title retention agreements, other than trade payables arising in the ordinary course of business consistent with past practice, (ii) all obligations of such Person evidenced by bonds, debentures, notes and similar instruments, (iii) all leases of such Person capitalized in accordance with GAAP, and (iv) all obligations of such Person under sale-and-lease back transactions, agreements to repurchase securities sold and other similar financing transactions, and (v) all obligations of the type referred to in clauses (i) – (iv) of any Person for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations.

“ Indemnification Matter ” has the meaning set forth in Section 9.3 below.

“ Indemnification Notice ” has the meaning set forth in Section 9.3 below.

“ Indemnitee ” has the meaning set forth in Section 9.3 below.

“ Indemnitor ” has the meaning set forth in Section 9.3 below.

“ Independent Accounting Firm ” shall mean PricewaterhouseCoopers or, if such firm is unable to act in the circumstances, such other nationally or regionally recognized independent public accounting firm mutually agreed to by JPMorgan and Parent.

“ Intellectual Property ” shall mean all of the following in any jurisdiction throughout the world: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), improvements thereto, and any reissue, continuation, continuation in part, divisional, revision, extension or reexamination thereof; (ii) trademarks, service marks, trade dress, internet domain names and web sites, logos, topographies, trade names and corporate names, all registrations, applications and renewals for any the foregoing, together with all goodwill associated with any the foregoing (the “Marks”); (iii) copyrights (whether or not registered), works of authorship and mask works, together with all registrations, applications and renewals for any of the foregoing including such rights in Software; (iv) all Proprietary Information; and (v) all copies and tangible embodiments of the foregoing (in whatever form or medium) excluding those copies that JPMorgan may retain as part of its standard document and data retention policies.

“ Interim Financial Statements ” has the meaning set forth in Section 4.7 below.

“ IP Licenses ” means all licenses, sublicenses, distribution agreement, development agreements, consent to use agreements and covenants not to sue.

5

“ JPMorgan ” shall have the meaning set forth in the preamble hereto.

“ JPMorgan Group ” shall have the meaning set forth in Section 9.2 below.

“ JPMorgan’s knowledge ” “ knowledge of JPMorgan ” and terms of like impart means the actual knowledge of those officers of the Company or JPMorgan listed on Section 1.1 of the Disclosure Schedule would have after reasonable investigation or in connection with the performance of their duties in the ordinary course of business after reasonable inquiry.

“ JPMorgan Plans ” shall have the meaning set forth in Section 4.13(d) below.

“ Laws ” means all laws, statutes, codes, written policies, licensing requirements, ordinances and Regulations of any Governmental Authority, including all Orders having the effect of law in each such jurisdiction.

“ Leased Property ” shall have the meaning set forth in Section 9.4(b) below.

“ Leases ” has the meaning set forth in Section 4.15(b ) below.

“ Liabilities ” means any debts, obligations and other liabilities (whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due, accrued or not accrued, asserted or unasserted or otherwise), losses, claims, damages, Taxes, interest obligations, deficiencies, Orders, assessments, fines, fees, penalties, expenses (including amounts paid in settlement, interest, Court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors, consultants and other experts, and other expenses of litigation), any incidental or consequential damages and any punitive damages that are awarded to third parties.

“ Licensed Software ” means all third party software (other than commercially available over-the-counter or off-the-shelf or shrink-wrap software) under which the Company is a licensee, lessee or has otherwise obtained the right to use including Open Source Software.

“ Lien ” means any mortgage, pledge, security interest, attachment, easement, restriction, encumbrance, lien (statutory or otherwise), option, conditional sale agreement, right of first refusal or right of first offer (including any agreement to give any of the foregoing).

“ Material Contracts ” has the meaning set forth in Section 4.14(a) below.

“ Multiemployer Plan ” means any “multiemployer plan” within the meaning of Section 4001(a) (3) of ERISA.

“ Merger Consideration ” has the meaning set forth in Section 3.1 below.

“ Merger Sub ” has the meaning set forth in the introductory paragraph above.

“ Multiple Employer Plan ” means a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA.

6

“ NTA ” has the meaning set forth in Section 3.2(b) below.

“ Net Tangible Book Value Adjustment ” has the meaning set forth in Section 3.3 below.

“ Net Tangible Book Value Adjustment Date ” has the meaning set forth in Section 3.3 below.

“ Notice of Disagreement ” has the meaning set forth in Section 3.4(a) below.

“ Open Source Software ” means Licensed Software that is open source software, freeware or shareware.

“ Order ” means any judgment, order, award, writ, injunction, ruling, decision or decree of, or any settlement under the jurisdiction of any Court or Governmental Authority.

“ Parent ” shall have the meaning set forth in the preamble hereto.

“ Parent Balance Sheet ” has the meaning set forth in Section 3.2(b) below.

“ Parent Benefit Plans ” has the meaning set forth in Section 6.6(b) below.

“ Parent Group ” has the meaning set forth in Section 9.1 below.

“ Permitted Liens ” means (i) liens for Taxes, assessments and similar charges not yet due, (ii) mechanic’s, material men’s, carrier’s, repairer’s and other similar liens arising or incurred in the ordinary course of business or that are not due and payable and have been fully reserved on the Financial Statements and (iii) such liens and encumbrances as the parties shall expressly agree to treat as Permitted Liens.

“ Permits ” shall mean any and all permits, authorizations, approvals, registrations, certificates, orders, waivers, variances or other approvals and licenses relating to compliance with any Law.

“ Person ” means an individual, corporation, partnership, association, trust, unincorporated organization, limited liability company or other legal entity.

“ PIK Preferred Stock ” has the meaning set forth in Section 3.1 below.

“ Plan ” means any employee benefit plan, program, policy, practice, agreement or other arrangement providing benefits to any current or former employee, officer or director, whether or not written, including without limitation any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, retention, severance, employment, change of control or fringe benefit plan, program, policy, practice, agreement or other arrangement.

“ Pre-Closing Tax Period ” means any Tax Period ending on or before the Closing Date.

“ Preliminary Balance Sheet ” has the meaning set forth in Section 3.2(b) below.

7

“ Proprietary Information ” means trade secrets and any of the following to the extent that they are treated by the Company or a Subsidiary as proprietary or confidential: know-how, inventions, processes, procedures, customer lists, databases, confidential business information ideas, research and development, formulae, notes,, technical data, designs, drawings, specifications, supplier lists, pricing and cost information, financial, business and marketing plans and proposals.

“ Receivables ” means all of a Person’s accounts, receivables, notes, instruments, documents, chattel paper and general intangibles, whether secured or unsecured.

“ Regulation ” means any rule or regulation of any Governmental Authority.

“ Restricted Period ” shall have the meaning set forth in Section 6.8(a) below.

“ Self-Regulatory Organization ” shall be as defined in Section 3(a) (26) of the Exchange Act.

“ Shares ” has the meaning set forth in the preamble hereto.

“ Software ” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies.

“ Straddle Period ” means any Tax period that begins before the Closing Date and ends after the Closing Date.

“ Subsidiaries ” shall have the meaning set forth in Section 4.1(c) below.

“Subsidiary Shares ” has the meaning set forth in Section 3.3(d) below.

“ Supplemental Closing ” shall have the meaning set forth in Section 3.4(b) below.

“ Supplemental Closing Date ” shall have the meaning set forth in Section 3.4(b) below.

“ Surviving Corporation ” has the meaning set forth in Section 2.1 below.

“ Taxing Authority ” shall mean any Governmental Authority or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“ Taxes ” means all taxes and governmental impositions of any kind in the nature of (or similar to) taxes, payable to any federal, state, local or foreign Tax Authority or other Governmental Authority, including, but not limited to, those on or measured by or referred to as income, franchise, profits, gross receipts, capital, ad valorem , custom duties, alternative or add-on minimum taxes, estimated, environmental, disability, registration, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, and any interest, penalties and additions to tax imposed with respect thereto.

8

“ Tax Proceeding ” shall have the meaning set forth in Section 4.7(g) (ii)  below.

“ Tax Refund ” shall have the meaning set forth in Section 6.9 below.

“ Tax Return ” shall mean any report, return, document, declaration or other information (and any supporting schedules or attachments thereto) supplied or required to be supplied to any Tax Authority or jurisdiction with respect to Taxes (including any returns or reports filed on a consolidated, unitary, or combined basis).

“ Transaction ” shall mean the Merger and the other transactions contemplated by this Agreement.

“ Transaction Documents ” shall have the meaning set forth in Section 4.4 below.

“ Transfer Taxes ” shall mean all sales, use, transfer, intangible, recordation, documentary, stamp or similar Taxes and recording fees.

“ Treasury Rate ” shall mean the applicable interest rate payable on United States Treasury obligations with a maturity date most closely corresponding to the applicable payment period, as of the end of such period as reported in the Wall Street Journal and regardless of the initial term of such obligation.

“ Welfare Benefits ” shall mean employee benefits of the type described in Section 3(1) of ERISA (whether or not covered by ERISA).

“ WARN Act ” means the Worker Adjustment and Retraining Notification Act, as amended.

ARTICLE II

MERGER

2.1 The Merger .

On the terms and subject to the conditions of this Agreement and the applicable provisions of the General Corporation Law of the State of Delaware (“ DGCL ”), at the Effective Time, Merger Sub shall be merged with the Company, the separate corporate existence of the Company shall cease, and Merger Sub shall continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. For times and periods after the Effective Time, the Merger Sub, as the surviving corporation in the Merger, is sometimes referred to herein as the “ Surviving Corporation .”

2.2 Closing; Effective Time .

(a) Unless this Agreement is earlier terminated pursuant to Section 8.1 , the closing of the Merger (the “ Closing ”) shall take place as promptly as reasonably practicable after the execution and delivery of this Agreement by each of the parties hereto, but in any event no later than three (3) Business Days following the satisfaction or waiver (if and to the extent permitted by the terms

9

hereof) of the conditions set forth in ARTICLE III (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing), at the offices of JPMorgan, 1 Chase Manhattan Plaza, New York, NY 10005, unless another place or time is agreed to by Parent and JPMorgan. The date on which the Closing actually occurs is referred to herein as the “ Closing Date .”

(b) At the Closing, the parties shall (i) deliver the agreements, instruments, certificates and other documents required to be delivered at or prior to the Closing pursuant to ARTICLE III , and (ii) cause the Merger to be consummated by filing a certificate of merger, in customary form and substance reasonably acceptable to Parent and JPMorgan (the “ Certificate of Merger ”), with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL (the time of acceptance by the Secretary of State of the State of Delaware of such filing or such later time as may be agreed to by the parties and set forth in the Certificate of Merger being referred to herein as the “ Effective Time ”).

2.3 Effects of the Merger . The effects of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Merger Sub and the Company shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of Merger Sub and the Company shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

2.4 Certificate of Incorporation and Bylaws of Surviving Corporation .

(a) Certificate of Incorporation . At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Merger, until thereafter amended in accordance with the DGCL; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall read as follows: “The name of the corporation is Systems & Services Technologies, Inc.”

(b) Bylaws . At the Effective Time, the bylaws of Merger Sub shall become the bylaws of the Surviving Corporation, until thereafter amended in accordance with the DGCL and as provided in such bylaws.

2.5 Directors and Executive Officers of Surviving Corporation .

(a) Directors . Unless otherwise determined by Parent prior to the Effective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation from and after the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified.

(b) Executive Officers . Unless otherwise determined by Parent prior to the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, each to hold office in accordance with the bylaws of the Surviving Corporation until their respective successors are duly appointed.

10

2.6 Effect of the Merger on the Capital Stock of the Constituent Corporations .

(a) Treatment of Company Capital Stock . Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or JPMorgan each share of Stock that is owned by JPMorgan, the Company or any Subsidiary of JPMorgan or the Company immediately prior to the Effective Time shall be automatically canceled and extinguished without any rights remaining to holder thereof other than the right to receive the Merger Consideration.

(b) Treatment of Merger Sub Capital Stock . Each share of the common stock $.01 par value per share of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into and exchanged for one share of common stock of the Surviving Corporation. Each stock certificate of Merger Sub evidencing ownership of such shares shall thereafter evidence ownership of such shares of capital stock of the Surviving Corporation.

2.7 Further Assurances . If, at any time after the Effective Time, any such further action on the part of JPMorgan, Parent or the Surviving Corporation is necessary or desirable to carry out the purposes of this Agreement or to vest in the Surviving Corporation full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company, or to effect the assignment to the Surviving Corporation of any and all Company Intellectual Property, or to complete and prosecute all domestic and foreign patent filings the directors and officers of the Surviving Corporation are fully authorized to take and will take, all such lawful and necessary action.

2.8 No Further Ownership Rights in Company Capital Stock . The Merger Consideration paid and to be paid in respect of the Shares in accordance with the terms hereof shall be deemed to be paid in full satisfaction of all rights pertaining to the Shares, and there shall be no further registration of transfers on the records of the Surviving Corporation of the Shares.

ARTICLE III

PAYMENT OF MERGER CONSIDERATION; CLOSING

3.1 Merger Consideration . Upon the terms and subject to the conditions of this Agreement, Parent agrees to transfer to JPMorgan merger consideration equal in amount to $23,350,000, payable as follows: (i) $13,350,000, payable at Closing in cash and shares of the preferred stock of Parent (the “ PIK Preferred Stock ”) as expressly set forth on Schedule 3.1 hereto, and (ii) the balance of $10,000,000 shall be payable if, and only if, as set forth in that certain letter agreement of even date herewith, also payable in the form set forth on Schedule 3.1 hereto (collectively, the “ Merger Consideration ”). The Merger Consideration shall be paid and provided as set forth in Sections 3.1 and 3.2 hereto.

11

3.2 Closing .

(a) Closing . The closing (the “ Closing ”) shall take place at the offices of JPMorgan, One Chase Manhattan Plaza, New York, New York, at 10:00 AM, as soon as possible, but in no event later than three (3) Business Days, after satisfaction of the conditions set forth in Article VII or at such other time and place as Parent and JPMorgan may agree (the Closing Date ”). The cash portion of the Merger Consideration shall be paid by a wire transfer in immediately available funds to an account of JPMorgan at JPMorgan designated by JPMorgan, on notice to Parent, not later than two (2) Business Days prior to the Closing Date (or if not so designated, then by certified or official bank check payable in immediately available funds to the order of JPMorgan in such amount or make payment in another means expressly agreed to by JPMorgan). That portion of the Merger Consideration consisting of shares of PIK Preferred Stock shall be transferred by delivery to JPMorgan or its designee of a share certificate evidencing the number of shares of PIK Preferred Stock to JPMorgan on the Closing Date.

(b) Preliminary Balance Sheet . Two Business Days prior to the Closing Date JPMorgan shall deliver to Parent a preliminary balance sheet of the Company setting forth the estimated financial position of the Company on the Closing Date (the “ Preliminary Balance Sheet ”). The Preliminary Balance Sheet shall include the assets of the Company consisting of prepaid expenses, Receivables, fixed and other tangible assets (collectively, the “ Included Assets ”) but excluding cash, the Bonds and intangible assets (collectively, the “ Excluded Assets ”) and the Liabilities of the Company as of the Closing Date, consisting of accrued expenses, accounts payable, current liabilities and long term obligations of the Company (the “ Included Liabilities ”) but excluding (i) Liabilities to JPMorgan and/or affiliates and (ii) the Bonds (collectively, the “ Excluded Liabilities ”). The Preliminary Balance Sheet shall be prepared in accordance with GAAP, in a manner consistent with that used for the audited financial statements of the Company as of December 31, 2006. The Net Tangible Value of the Company shall be determined by subtracting an amount equal to the value of the Included Liabilities from an amount equal to the value of the Included Assets (the “ NTA ”). Promptly after the Closing Date Parent shall prepare a balance sheet for the Company as of the Closing Date (the “ Parent Balance Sheet ”). The Parent Balance Sheet shall be prepared in a manner consistent with that used to prepare the Preliminary Balance Sheet. Upon its completion and delivery of the Parent Balance Sheet to JPMorgan, JPMorgan shall have Pricewaterhouse Coopers audit the Parent Balance Sheet and a copy of the audited Balance Sheet (the “ Audited Balance Sheet ”) shall be delivered to Parent and JPMorgan prior to the Net Tangible Book Value Adjustment Date. The foregoing audit shall include, without limitation, to the reasonable satisfaction of JPMorgan and Parent, a complete reconciliation of the Company and CitiGroup credit card servicing agreements including the reconciliation of cash, escrows, escrows payable and Receivables.

3.3 Net Tangible Book Value Adjustment . On the date the Audited Balance Sheet has been completed, which date shall be no later than ninety (90) days from the Closing Date (or if such date falls on a day that is not a Business Day, then on the next succeeding Business Day) (the “ Net Tangible Book Value Adjustment Date ”) the Merger Consideration shall be subject to adjustment based on the Audited Balance Sheet as set forth herein. The Merger Consideration shall be increased or decreased by an amount, if any, equal to the amount by which the NTA less an amount equal to 20% of the Receivables set forth on the Audited Balance Sheet (inclusive of

12

any reserve set forth on such Audited Balance Sheet), is greater than or less than $26,994,000, as the case may be (the “ Net Tangible Book Value Adjustment ”). In any adjustment to the Merger Consideration, the amount of cash to be paid shall not exceed an amount equal to sixty (60%) of such adjustment. For the avoidance of doubt, if the Audited Balance Sheet reflects no reserve for the Receivables, the Receivables shall be reduced by 20% and if the Audited Balance Sheet reflects a reserve for the Receivables, Receivables on the Audited Balance Sheet shall be reduced by an additional amount equal to the difference between 20% and such reserve.

3.4 Resolution of Disputes . (a) If the parties hereto cannot reach agreement on the amount of the Net Tangible Book Value Adjustment within 30 days after receipt by JPMorgan of the Audit Balance Sheet, either party may by delivery of a written notice to the other (a “ Notice of Disagreement ”) which notice shall set forth in reasonable detail the disagreements between the parties (the “ Disagreement ”). The Disagreement shall thereafter be referred to the Independent Accounting Firm for resolution in accordance with the terms of this Agreement. Parent and JPMorgan shall instruct the Independent Accounting Firm that the determinations of such firm with respect to any Disagreement shall be rendered within 15 calendar days after referral of the Disagreement to such firm or as soon thereafter as reasonably possible. Such determinations shall be final and binding upon the parties, the amount so determined shall constitute the Net Tangible Book Value Adjustment. The parties agree that the procedures set forth in this Section 3.4 shall be the sole and exclusive remedy with respect to the determination of the Net Tangible Book Value Adjustment. Each of Parent and JPMorgan shall use its reasonable best efforts to cause the Independent Accounting Firm to render its determination within the fifteen-day period described in this paragraph (a), and each shall cooperate with such firm and provide such firm with access to the books, records, personnel and representative of it and such other information as such firm may reasonably require in order to render its determination. All of the fees and expenses of any Independent Accounting Firm retained pursuant to this paragraph (a) shall be shared equally by Parent and JPMorgan.

(b) Promptly after the Net Tangible Book Value Adjustment has been finally determined in accordance with this Section 3.4 , but in no event later than 10 calendar days following such final determination (the “ Supplemental Closing Date ”), the parties shall hold a supplemental closing (the “ Supplemental Closing ”), either by telephone or in person at a mutually convenient location. If the Net Tangible Book Value Adjustment is positive, Parent shall deliver to JPMorgan on the Supplemental Closing Date an amount equal to such difference by, in the cash portion of such adjustment, wire transfer of immediately available funds into an account designated by JPMorgan in writing to Parent no later than 5 calendar days prior to the Supplemental Closing Date. That portion of such adjustment to be paid by delivery of shares of PIK Preferred Stock shall be paid by delivery of such shares to JPMorgan on the Supplemental Closing Date (together with such number of shares of PIK Preferred Stock that would have been paid on such shares as a dividend or distribution between the Closing Date and the Supplemental Closing Date). If the Net Tangible Book Value Adjustment is negative, JPMorgan shall deliver to Parent on the Supplemental Closing Date an amount equal to the absolute value of such difference by, in the case of the cash portion of such adjustment, wire transfer of immediately available funds into an account designated by Parent in writing to JPMorgan no later than 5 calendar days prior to the Supplemental Closing Date. That portion of such adjustment to be paid by delivery of shares of PIK Preferred Stock to Parent shall be paid delivery of such shares to Parent on the Supplemental Closing Date (together with any shares of PIK Preferred Stock paid on such shares as a dividend or

13

distribution between the Closing Date and the Supplemental Closing Date), provided that if the amount due to Parent shall be $2,500,000 or less, JPMorgan may pay such amount at its election entirely in cash. Any cash amount payable at the Supplemental Closing shall be accompanied by interest thereon calculated at the Treasury Rate for the period from the Closing Date up to but not including the Supplemental Closing Date provided that the aggregate amount of cash shall not exceed sixty (60%) percent of the amount of the Net Tangible Book Value Adjustment.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF JPMORGAN

Except as disclosed in the disclosure schedule of JPMorgan dated the date of this Agreement and delivered by JPMorgan to Parent prior to the execution and delivery of this Agreement (the “ Disclosure Schedule ”) ( provided that the mere inclusion of an item in a Disclosure Schedule as an exception to a representation will not be considered an admission by the disclosing party that such item (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or is expected to result in a Business Material Adverse Effect provided , further , that an item disclosed in the Disclosure Schedule shall be deemed to be a disclosure against any other representation, warranty or covenant of this Agreement to the extent that the relevance of such disclosure is reasonably apparent from the context of such disclosure in the Disclosure Schedule). JPMorgan represents and warrants to Parent as follows and as set forth in the Disclosure Schedule:

4.1 Organization, Good Standing, Qualification and Power . (a) The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on the Business as it is now being conducted, and (iii) is duly qualified and in good standing to do business in those jurisdictions listed in Section 4.1 of the Disclosure Schedule and in all other jurisdictions where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Business Material Adverse Effect.

(b) JPMorgan (i) is a national banking association, duly organized, validly existing and in good standing under the laws of the United States, (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as related to the Business as now being conducted, to enter into this Agreement, and any other agreement, certificate or instrument to be executed and delivered pursuant to the terms of this Agreement, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

(c) Section 4.1(c) of the Disclosure Schedule sets forth a list of all of the Company’s subsidiaries (the “ Subsidiaries ”). The Company owns all of the issued and outstanding capital stock of each of the Subsidiaries.

(d) Each of the Subsidiaries is (i) duly incorporated under the laws of the jurisdiction set forth on Section 4.1(c) of the Disclosure Schedule (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on those

14

portions of the Business carried on by it as it is now being conducted and (iii) is duly qualified and in good standing to do business in the jurisdictions set forth as applicable to it in Section 4.1 of the Disclosure Schedule and in all other jurisdictions where the character of the properties owned leased, or operated by it or the nature of its activities makes qualification necessary, except where the failure to be so qualified or in good standing would not have a Business Material Adverse Effect.

(e) Other than with respect to the Subsidiaries of the Company, neither the Company nor any of its Subsidiaries owns or controls (directly or indirectly), (i) any capital stock or other equity securities of any corporation or (ii) any direct or indirect equity or ownership interest, including interests in partnerships and joint ventures, in any Person.

4.2 Organizational Documents and Records . JPMorgan has heretofore delivered to Parent a complete and correct copy of the certificate of incorporation and by-laws, each as amended or restated to the date hereof, of the Company and the Subsidiaries. Such certificate and by-laws are in full force and effect. The minute books of the Company and the Subsidiaries previously made available to Parent contain true, correct and complete records of all meetings and accurately reflect all other corporate action of the stockholders and board of directors (including committees thereof) of the Company, or the Subsidiaries, as the case may be. The stock certificate books and stock transfer ledgers of the Company previously made available to Parent are true, correct and complete in all material regards. All stock transfer taxes levied, if any, or payable with respect to all transfers of shares of the Company prior to the date hereof have been paid and appropriate transfer tax stamps affixed.

4.3 Capitalization; Title to Shares .

(a) The total number of shares of capital stock that the Company has authority to issue is three thousand (3,000) shares of the Common Stock (“ Common Stock ”) of which fifty-one (51) shares of Common Stock are issued and outstanding on the date hereof. All of the issued and outstanding shares of capital stock were duly authorized for issuance and are validly issued, fully paid and non-assessable.

(b) The Shares constitute all of the issued and outstanding capital stock of the Company, and there are no outstanding options, warrants, calls, rights or other contracts or instruments of any character requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of capital stock or other equity securities of the Company or any Subsidiary or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of the Company. There are no outstanding or authorized stock or interest appreciation, phantom stock or interest, profit participation or similar rights with respect to the Company or any of its Subsidiaries. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of the capital stock or equity interests of the Company or any of its Subsidiaries.

(c) JPMorgan is the legal and beneficial holder of all of the Shares, and has good, absolute and marketable title to the Shares, free and clear of all Liens. The delivery of the Shares to Parent pursuant hereto will vest in Parent good, absolute, and marketable title to the Shares, free and clear of all Liens.

15

(d) All of the issued and outstanding Shares of capital stock of the Subsidiaries (the “Subsidiary Shares”) were duly authorized for issuance and are validly issued, fully paid and non-assessable. The Company is the legal and beneficial holder of all of the Subsidiary Shares and has good, absolute and marketable title to the Subsidiary Shares free and clear of Liens other than Permitted Liens.

(e) Except as listed in Section 4.1(c) of the Disclosure Schedule, the Company does not own any capital stock or other equity interest in any Person or any right to acquire any such stock or interest.

4.4 Authorization; Binding Obligation . JPMorgan has the power and authority to approve, execute and deliver this Agreement and the other documents contemplated by this Agreement to be used in connection with this Transaction (the “ Transaction Documents ”) to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by JPMorgan of this Agreement and the Transaction Documents to which it is a party, the performance of its obligations hereunder, and the consummation by JPMorgan of the Transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of JPMorgan, and no other action on the part of JPMorgan or any of its Affiliates is necessary to authorize this Agreement and the Transaction Documents to which it is a party, to consummate the Transactions contemplated hereby or to otherwise fulfill its obligations hereunder. This Agreement and the other Transaction Documents to which JPMorgan is a party have been, validly executed and delivered by JPMorgan, and this Agreement and the other Transaction Documents to which JPMorgan is a party constitute the legal, valid and binding obligation of JPMorgan enforceable against JPMorgan in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.5 Consents and Approvals . The execution and delivery by JPMorgan of this Agreement and the other Transaction Documents to which JPMorgan is a party, and the performance of the terms of this Agreement and the other Transaction Documents to which JPMorgan is a party by JPMorgan, does not require JPMorgan or the Company to obtain any Approval of any Person other than as set forth in Section 4.5 of the Disclosure Schedule, or Approval of, observe any waiting period imposed by, or make any filing with or notification to, any Governmental Authority.

4.6 No Violation . The execution and delivery of this Agreement and the other Transaction Documents to which JPMorgan is a party by JPMorgan and the consummation of the Transactions contemplated hereby does not (a) conflict with or violate the Certificate of Incorporation or by-laws or other equivalent organizational documents of JPMorgan, the Company or any of its Subsidiaries, (b) conflict with or violate any Law or Order, in each case, applicable to JPMorgan, the Company or any of the Subsidiaries, or by which its or any of their respective properties is bound or affected, or (c) subject to Section 4.5 , result in a breach or violation of, or constitute a material default (or an event that with notice or lapse of time or both would become a default) under, or

16

impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Business, Contract, Approval or other material instrument or obligation to which the Company is a party or by which the Company or its properties or assets, including the Business, is bound or affected.

4.7 Financial Statements; No Undisclosed Liabilities . Prior to the execution and delivery of this Agreement, JPMorgan has delivered to Parent the (i) audited balance sheets of the Company as of December 31, 2005 and December 31, 2006, and the related audited statements of income and cash flows for those years and related footnotes (the “ Historical Financial Statements ”), and (ii) unaudited balance sheets of the Company as of May 31, 2007, together with the related unaudited statement of income for the period covered by such unaudited balance sheets (the “ Interim Financial Statements ” and, together with the Historical Financial Statements, the “ Financial Statements ”). The Financial Statements are set forth in Section 4.7 of the Disclosure Schedule. The Financial Statements were prepared from the books and records of the Company (which are accurate and complete in all material regards), and the Historical Financial Statements fairly present in all material respects the financial condition of the Business as of the dates indicated and the results of operations, of the Business for the respective periods indicated, and have been prepared in accordance with GAAP consistently applied. The Interim Financial Statements (which have been prepared on a pro forma basis to include the Contributed Assets as if such assets and liabilities had been assets and liabilities of the Company as of the dates thereof and to not include the Excluded Liabilities but only the Included Liabilities) fairly present in all material respects the financial condition of the Business as of the dates indicated and the results of operations of the Business for the respective periods indicated, and have been prepared in accordance with GAAP consistently applied, subject to annual year end audit adjustments which should not be material, individually or in the aggregate, and the absence of footnotes. Except for (i) those Liabilities that are fully reflected or reserved against on the unaudited balance sheet as of May 31, 2007 contained in the Financial Statements and (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of such balance sheet and which are not material to the Business, individually or in the aggregate, the Company does not have any Liabilities or obligations of any nature, whether absolute, accrued, contingent or other and whether due or to become due that would be required to be reflected or reserved against on a balance sheet of the Company prepared in accordance with GAAP. The books and records of the Business have in all material respects been maintained in accordance with good business practices and all applicable Laws and reflect only actual transactions.

4.8 Absence of Certain Events . Except for this Agreement and the Transactions contemplated hereby, since December 31, 2006 and as set forth in Section 4.8 of the Disclosure Schedule, (i) there has been no Business Material Adverse Effect and (ii) the Business has been operated in the ordinary course of business consistent with past practice and neither JPMorgan, the Company nor the Subsidiaries has sold, transferred or otherwise disposed of, or agreed or committed to sell, transfer or otherwise dispose of, any of the properties or assets of the Business. Since December 31, 2006, except as set forth in Section 4.8 of the Disclosure Schedule neither the Company nor any Subsidiary has:

(i) issued, sold or transferred any notes, bonds or other debt securities, any equity securities, any securities convertible, exchangeable or exercisable into shares of its capital stock or other equity securities, or warrants, options or other rights to acquire shares of its capital stock or other equity securities of the Company or any of its Subsidiaries;

17

(ii) borrowed any amount or incurred or become subject to any Indebtedness or other Liabilities, except Liabilities incurred in the ordinary course of business;

(iii) discharged or satisfied any Lien or paid any Liability, other than Liabilities paid in the ordinary course of business, or prepaid any amount of Indebtedness, other than in the ordinary course of business;

(iv) subjected any portion of the assets of the Business to any Lien other than a Permitted Lien;

(v) made any material promises or other commitments to any employee as to benefits, employment or remuneration which are not properly accrued or otherwise reflected in the Financial Statements;

(vi) entered into, amended or terminated any Material Contract or taken any other action or entered into any other transaction other than in the ordinary course of business;

(vii) entered into any other material transaction, whether or not in the ordinary course of business, or materially changed any business practice;

(viii) made any capital expenditures that aggregate in excess of $300,000;

(ix) made any loans or advances to, or guarantees for the benefit of, any Persons;

(x) cancelled or waived (i) any right material to the operation of the Business of the Company or any Subsidiary, or (ii) any debts or claims against any Affiliate of the Company or any Subsidiary; or

(xi) agreed, whether orally or in writing, to do any of the foregoing or agreed to take any action, that if taken prior to the date of this Agreement, would have made any representation or warranty in this Section 4.8 untrue or incorrect.

4.9 Legal Proceedings . Other than as set forth in Section 4.9 of the Disclosure Schedule, there is no Action pending or, to JPMorgan’s knowledge, threatened by or against the Company, and Subsidiary or JPMorgan (in the case of JPMorgan, to the extent relating to the Business), and neither JPMorgan nor the Company has received any written claim, complaint, report, threat or notice of any such Action. No Governmental Authority has, prior to the execution hereof, notified JPMorgan that it would oppose or not approve or consent to the transaction contemplated by this Agreement.

18

4.10 Compliance with Laws .

(a) Each of the Company, each Subsidiary and JPMorgan (in the case of JPMorgan, to the extent relating to the Business) has complied and is in compliance in all material respects with all Laws applicable to the Company, the Business and the assets and properties of the Business, and to JPMorgan’s knowledge there exist no material violations of Law. All necessary Permits for the conduct of the Business are set forth in Section 4.10 of the Disclosure Schedule. To JPMorgan’s knowledge, there are no pending investigations or disciplinary proceedings initiated by a Governmental Authority against the Company or a Subsidiary relating to the Business, and no reasonable basis or bases exist for any threatened investigation or disciplinary proceeding against