AGREEMENT AND PLAN OF MERGER

Exhibit 2.7

Execution Version

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

OUTSOURCING SOLUTIONS INC.,

NCO GROUP, INC.

AND

NCO ACQUISITION SUB, INC.

DATED AS OF

DECEMBER 11, 2007

Table of Contents

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List of Exhibits:

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LIST OF SCHEDULES

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GLOSSARY OF DEFINED TERMS

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AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the “ Agreement ”) is made and entered into as of December 11, 2007, by and among Outsourcing Solutions Inc., a Delaware corporation (“ OSI ”), NCO Group, Inc., a Delaware corporation (“ Buyer ”), and NCO Acquisition Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Buyer (“ Acquisition Subsidiary ”).

Recitals

A. The respective Boards of Directors of OSI, Buyer and Acquisition Subsidiary have approved the merger (the “ Merger ”) of Acquisition Subsidiary with and into OSI in accordance with the terms and conditions of this Agreement and determined that the Merger is desirable and in the best interests of their respective stockholders and have approved, adopted and declared advisable this Agreement and the transactions contemplated hereby.

B. Certain stockholders of OSI entered into a Voting Agreement, dated as of December 11, 2007 (the “ Voting Agreement ”), which provides, among other things, that such stockholders will vote, by written consent or at any duly called meeting, all of the OSI Shares owned by them in favor of the Merger.

C. OSI, Acquisition Subsidiary and Buyer desire to make certain representations, warranties and agreements in connection with, and establish various conditions precedent to, the Merger.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

TERMS OF THE MERGER

1.1 The Merger. Upon the terms and subject to the conditions of this Agreement, the Merger shall be consummated in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”). At the Effective Time, upon the terms and subject to the conditions of this Agreement, Acquisition Subsidiary shall be merged with and into OSI in accordance with the DGCL, and the separate existence of Acquisition Subsidiary shall thereupon cease, and OSI, as the surviving corporation in the Merger (the “ Surviving Corporation ”), shall continue its corporate existence under the Laws of the State of Delaware as a subsidiary of Buyer. The parties shall prepare and execute a certificate of merger (the “ Certificate of Merger ”) in substantially the form attached hereto as Exhibit A in order to comply in all respects with the requirements of the DGCL and with the provisions of this Agreement.

1.2 Effective Time; Closing. The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State of Delaware in accordance with the applicable provisions of the DGCL, or at such later time as may be specified in the Certificate of Merger (the time the Merger becomes effective, the “ Effective Time ”). The Certificate of Merger shall be filed on the Closing Date or as soon as practicable thereafter. The

consummation of the Merger (the “ Closing ”) shall take place at the offices of Bryan Cave LLP, 211 N. Broadway, Suite 3600, St. Louis, Missouri 63102, at 10:00 a.m. on the last business day of the month in which the conditions set forth in Article V are satisfied (or, to the extent permitted by Law, waived by all parties) or at such other place, time and date as shall be agreed in writing between the Parties (the date on which the Closing shall occur is herein referred to as the “ Closing Date ”).

1.3 Merger Consideration.

(a) The aggregate consideration payable by Buyer hereunder (the “ Merger Consideration ”) shall be equal to (A) $325,000,000, (B)  less the amount to be used to pay the debt, notes payable and balance sheet liabilities for environmental obligations as reflected on OSI’s balance sheet and as accrued as of the Closing Date and all of which are set forth on Schedule 1.3(a) hereof (collectively, “ Notes Payable and Balance Sheet Environmental Liabilities ”) and (C)  plus or minus the Estimated Tangible Net Worth Amount. The Merger Consideration shall be allocated among the various classes of stock of OSI pursuant to the provisions of this Section 1.3 . Not later than three (3) days before Closing, Buyer and OSI will in good faith jointly estimate, on a reasonable basis using OSI’s then available financial information, the Closing Date Tangible Net Worth (as defined in Section 1.13 ); such estimate less the Targeted Amount (as defined in Section 1.13 ) is herein the “ Estimated Tangible Net Worth Amount .” At the Closing, Buyer shall deposit, or shall cause to be deposited, with the Escrow Agent (as defined in Section 1.6(a) ) a portion of the Merger Consideration equal to the Escrow Amount (as defined in Section 1.15 ) in accordance with Sections 1.14 and 1.15 . The Merger Consideration less the Escrow Amount shall be referred to herein as the “Closing Merger Consideration.”

(b) Subject to Section 1.5 and any applicable backup or other withholding requirements, (i) each of the issued and outstanding shares of OSI Class A Common Stock, par value $.01 per share (“ Class A Common Stock ” or “ OSI Common Stock ”) as of the Effective Time shall be converted into and become the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for such share of Class A Common Stock, an amount determined as set forth on Schedule 1.6 , plus the amount in cash, if any, payable with respect to such share in accordance with the provisions of Sections 1.13 and 1.14 hereof and the Escrow Agreement.

(c) Subject to Section 1.5 and any applicable backup or other withholding requirements, (i) each of the issued and outstanding shares of Class A Convertible Preferred Stock of OSI, par value $.01 per share (“ Class A Preferred Stock ” or “ OSI Preferred Stock ”) as of the Effective Time shall be converted into and become the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for such share of Class A Preferred Stock, an amount determined as set forth on Schedule 1.6 , plus the amount in cash, if any, payable with respect to such share in accordance with the provisions of Sections 1.13 and 1.14 hereof and the Escrow Agreement.

(d) The shares of OSI Common Stock and OSI Preferred Stock entitled to be converted into the Merger Consideration are referred to herein as the “ OSI Shares .”

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(e) Each of the OSI Shares held in the treasury of OSI or by a wholly owned subsidiary of OSI shall be canceled as of the Effective Time, and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of OSI of any of the OSI Shares outstanding at the Effective Time.

(f) If between the date of this Agreement and the Effective Time the number of outstanding OSI Shares is changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of shares or the like, other than pursuant to the Merger, the amount of Merger Consideration payable per OSI Share shall be correspondingly adjusted.

(g) If payment is to be made to a Person other than the registered holder of the OSI Shares or Stock Units initially represented by the book entry of OSI, it shall be a condition to such payment that the book entry transfer procedures be satisfied in advance of such payment and further that the Person requesting such payment shall pay (i) to the Exchange Agent any applicable stock transfer Taxes required as a result of such payment to a Person other than the book entry registered holder of such OSI Shares or (ii) establish to the reasonable satisfaction of the Exchange Agent that such stock transfer taxes have been paid or are not payable.

1.4 Conversion of Acquisition Subsidiary Stock. At the Effective Time, each share of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which share shall constitute all of the issued and outstanding capital stock of the Surviving Corporation (the “ Surviving Corporation Common Stock ”).

1.5 Stockholders’ Rights upon Merger.

(a) Upon consummation of the Merger, at the Effective Time all OSI Shares shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of such OSI Shares shall thereafter cease to have any rights with respect thereto, and, subject to applicable Law and this Agreement, shall only represent the right to receive the applicable portion of the Merger Consideration in accordance with this Article I.

(b) To the extent that appraisal rights are available under Section 262 of the DGCL, OSI Shares that are issued and outstanding immediately prior to the Effective Time and that have not been voted for adoption of this Agreement and with respect to which appraisal rights have been properly and timely perfected in accordance with Section 262 of the DGCL (the “ Dissenting Shares ”) shall not be converted into the right to receive such Merger Consideration at or after the Effective Time. If a holder of Dissenting Shares effectively withdraws or loses his, her or its right to appraisal and payment under the DGCL, then, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Dissenting Shares shall cease to be OSI Shares and shall be converted into and represent the right to receive the applicable Merger Consideration in accordance with Section 1.3 . OSI shall give Buyer prompt notice of any demand received by OSI for appraisal of shares of OSI Shares.

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1.6 Exchange Procedures; Debt Payment.

(a) At the Closing, Buyer shall deposit, or shall cause to be deposited, with OSI’s transfer agent (the “ Exchange Agent ”) the Closing Merger Consideration allocated to OSI Common Stock, as set forth on Schedule 1.6 . The Closing Merger Consideration allocated to the Class A Preferred Stock and the Stock Units shall be delivered by Buyer to the Exchange Agent, immediately following the Effective Time, as provided on Schedule 1.6 . The Exchange Agent shall deliver to each holder of record of OSI Shares, whose OSI Shares were converted into the right to receive Merger Consideration pursuant to Sections 1.3 and 1.5 , the applicable Closing Merger Consideration payable in accordance with the customary procedures of the Exchange Agent in connection with an exchange for book entry securities. Until so exchanged, each outstanding OSI Share after the Effective Time shall be deemed for all purposes to evidence the right to receive only the applicable Merger Consideration. Any amount of the Escrow Amount paid to the Stockholders’ Representative shall be paid to the holders of the OSI Common Stock, the holders of the Class A Preferred Stock and the holders of the Stock Units in accordance with Schedule 1.6 .

(b) At the Closing, Buyer, on behalf of OSI and in accordance with the terms of and pursuant to the payoff letters delivered to Buyer by OSI at least two business days prior to the Closing Date shall pay the amount of Notes Payable and Balance Sheet Environmental Liabilities all as set forth on Schedule 1.3(a) .

(c) If any cash deposited with the Exchange Agent remains unclaimed twelve (12) months after the Effective Time, such cash shall be returned to the Surviving Corporation upon demand, and any holder who has not satisfied the book entry procedures in exchange for the Merger Consideration prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration. Notwithstanding the foregoing, none of the Buyer, the Acquisition Subsidiary, OSI, the Surviving Corporation or the Exchange Agent shall be liable to any holder of OSI Shares or Stock Units for any amount paid to a public official pursuant to any applicable unclaimed property Laws. Any amounts remaining unclaimed by holders of OSI Shares or Stock Units as of a date immediately prior to such time that such amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation on such date, free and clear of any claims or interest of any Person previously entitled thereto.

1.7 Stock Units. At the Effective Time, each Stock Unit (as defined in that certain Outsourcing Solutions 2003 Management Incentive Plan) ( “ Stock Units ”) representing the right to receive shares of OSI Class A Common Stock shall, by virtue of the Merger, be fully vested. Each such Stock Unit shall, by virtue of the Merger, cease to be a right to acquire shares of OSI Class A Common Stock and each holder of Stock Units shall be entitled to receive for each Stock Unit an amount determined as set forth on Schedule 1.6 .

1.8 Certificate of Incorporation and Bylaws of Surviving Corporation. At the Effective Time, the Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety in the form set forth on Exhibit B attached hereto, until thereafter amended as provided therein or by applicable Law. At the Effective Time, the Bylaws of the Surviving Corporation shall be amended and restated in their entirety in the form set forth on Exhibit C attached hereto, until thereafter amended as provided therein or by applicable Law.

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1.9 Other Effects of Merger. The Merger shall have all further effects as specified in the applicable provisions of the DGCL.

1.10 Directors and Officers Post-Merger. The individuals listed on Schedule 1.10 attached hereto shall be the directors and officers of the Surviving Corporation, respectively, until their successors shall have been duly elected and qualified or until their earlier death, resignation or removal.

1.11 Additional Actions. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances, consents or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Acquisition Subsidiary, OSI or OSI’s Subsidiaries (the “ OSI Subsidiaries ”) or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of Acquisition Subsidiary, OSI or the OSI Subsidiaries, as the case may be, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of Acquisition Subsidiary, OSI or the OSI Subsidiaries, as the case may be, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation and its subsidiaries or otherwise to carry out this Agreement.

1.12 Indemnification of Officers and Directors.

(a) Until such time as the applicable statute of limitations shall have expired, but in no event greater than six (6) years after the Closing Date, Buyer shall provide to each present or former director and officer of OSI (and the directors and officers (both past and present) of the OSI Subsidiaries) (the “ Indemnified Parties ”), the indemnification rights (including any rights to mandatory advancement of expenses) to which such Indemnified Parties are entitled, whether from OSI or the OSI Subsidiaries, immediately prior to the Merger, whether under the DGCL, the Organizational Documents of OSI or under any of the individual agreements or other arrangements by OSI or the OSI Subsidiaries with an Indemnified Party which are listed on Schedule 1.12(a) .

(b) Prior to the Effective Time, Buyer shall purchase (and after the Effective Time, Buyer shall keep in force and/or cause the Surviving Corporation to obtain and keep in force) one or more policies of directors’ and officers’ liability insurance with respect to claims arising from facts or events which occurred at or before the Effective Time (“ Tail Insurance Policies ”) for the benefit of those persons who are currently covered by the current policies of directors’ and officers’ liability insurance maintained by OSI or the OSI Subsidiaries (the “ Current Policies ”), with such Tail Insurance Policies providing at least the terms and conditions described on Schedule 1.12(b) ; provided, however, that in no event shall Buyer be obligated to incur, on an annual basis, with respect to one or more of such policies, an aggregate premium cost of greater than $400,000.

(c) This Section 1.12 shall survive the Closing and is intended to benefit each of the Indemnified Parties and such covered persons’ respective heirs and representatives (each

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of whom shall be entitled to enforce this Section 1.12 against Buyer and the Surviving Corporation and their respective affiliates) and shall be binding on all successors and assigns of Buyer and the Surviving Corporation and their respective affiliates.

1.13 Tangible Net Worth Adjustment.

(a) The Stockholders’ Representative shall cause to be prepared a schedule of Tangible Net Worth (as defined below) (the “ Tangible Net Worth Schedule ”), determined in accordance with the accounting methodologies set forth on Schedule 1.13(a) . The Stockholders’ Representative shall deliver the Tangible Net Worth Schedule to Buyer within ninety (90) days after the Closing Date. Buyer shall review the Tangible Net Worth Schedule and, in connection therewith, Buyer and its accountants shall be entitled to review the Stockholders’ Representative’s working papers, trial balances and similar materials relating to the Stockholders’ Representative’s preparation of the Tangible Net Worth Schedule. The Tangible Net Worth Schedule shall be deemed final (the “ Final Tangible Net Worth Schedule ”) upon the earliest of (i) the date on which Buyer and the Stockholders’ Representative agree that the Tangible Net Worth Schedule is final, (ii) if Buyer has not earlier notified the Stockholders’ Representative, in writing, of a dispute in amounts shown on the Tangible Net Worth Schedule (a “ Notice of Dispute ”), the twenty fifth (25 ^th ) business day after delivery of the Tangible Net Worth Schedule by the Stockholders’ Representative to Buyer, or (iii) the date on which any disputes relating to the Tangible Net Worth Schedule are resolved, as described in this Section 1.13 . The Tangible Net Worth, determined by reference to the Final Tangible Net Worth Schedule, is referred to herein as the “ Closing Date Tangible Net Worth ”. For purposes of this Section 1.13 , “ Tangible Net Worth ” shall mean the excess of OSI’s total assets (other than OSI’s intangible assets), including cash (for clarification, other than the Escrow Amount), prepaid expenses, Accounts Receivable, fixed and other tangible assets as of the Closing Date (calculated immediately following any payment made pursuant to Section 1.13(f) ) over OSI’s total liabilities (other than Notes Payable and Balance Sheet Environmental Liabilities and mandatorily redeemable preferred stock) including accrued expenses and accounts payable, as of the Closing Date, determined in accordance with GAAP consistently applied; provided, however, that (i) all OSI fees, costs, payments, and expenses for advisors, brokers, lawyers, accountants and other professionals, and payments due to employees that arise solely as a result of a change of control, in each case, incurred, or to be incurred, in connection with the transactions contemplated by this Agreement shall have either been paid prior to the Closing Date or accrued as a liability on the Tangible Net Worth Schedule regardless of whether or not required by GAAP, and (ii) any portion of a retention payment payable to an employee but not specifically in connection with the transactions contemplated by this Agreement shall be accrued as a liability on the Tangible Net Worth Schedule to the extent required by GAAP. Also attached as Schedule 1.13(a) is a sample calculation of Tangible Net Worth.

(b) If Buyer disputes the Closing Date Tangible Net Worth as calculated by the Stockholders’ Representative, not more than twenty five (25) business days after the date Buyer receives such Tangible Net Worth Schedule, Buyer shall deliver to the Stockholders’ Representative a Notice of Dispute. Upon receipt of the Notice of Dispute, Buyer and the Stockholders’ Representative shall promptly consult with each other with respect to the specified points of disagreement in an effort to resolve the dispute. If any such dispute cannot be resolved by Buyer and the Stockholders’ Representative within twenty five (25) business days after the

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Stockholders’ Representative receives the Notice of Dispute, Buyer and the Stockholders’ Representative shall jointly refer the dispute to KPMG LLP or such other national accounting firm that has no material relationship with any of the parties as the parties may mutually agree upon (“ Accountant ”) as an arbitrator to finally resolve, as soon as practicable, and in any event within forty-five (45) calendar days after such reference, those items and amounts specifically set forth and objected to in the Notice of Dispute with respect to the Closing Date Tangible Net Worth reflected on the Tangible Net Worth Schedule. For purposes of such arbitration each of the Stockholders’ Representative and Buyer shall submit a proposed calculation of the Closing Date Tangible Net Worth. The Accountant shall apply the terms of this Section 1.13 and shall otherwise conduct the arbitration under such procedures as the parties may agree or, failing such agreement, under the then prevailing Commercial Rules of the American Arbitration Association. Each of the parties shall bear its own expenses in connection with the arbitration. The fees and expenses of the Accountant incurred in connection with the arbitration of the Closing Date Tangible Net Worth shall be allocated fifty percent (50%) to the Stockholders’ Representative and fifty percent (50%) to Buyer; provided, that such fees and expenses shall not include, so long as a party complies with the procedures of this Section 1.13 , the other party’s outside counsel or accounting fees. All determinations by the Accountant shall be final, conclusive and binding with respect to the Closing Date Tangible Net Worth, in the absence of fraud or manifest error. The scope of the disputes to be arbitrated by the Accountant is limited to whether the calculation of Closing Date Tangible Net Worth was done in a manner consistent with this Agreement and Schedule 1.13 . The date on which the Closing Date Tangible Net Worth is finally determined in accordance with this Section 1.13(a) is hereinafter referred to as, the “ Determination Date ”.

(c) “ Tangible Net Worth Adjustment ”, which may be positive or negative, means (i) the Closing Date Tangible Net Worth, minus (ii) $29,100,000 (the “ Targeted Amount ”) and minus (iii) the Estimated Tangible Net Worth Amount.

(d) If the Tangible Net Worth Adjustment is a positive number, then, promptly following the Determination Date, and in any event within five (5) business days of the Determination Date, Buyer shall deposit (by wire transfer of immediately available funds) in the Stockholders’ Representative’s Post-Closing Account (defined below), for distribution to the stockholders of OSI and holders of Stock Units, the Tangible Net Worth Adjustment, together with interest thereon, calculated from the Determination Date, at the Federal Funds Rate as it appears in the Wall Street Journal from the Closing Date, determined based upon a 360-day year. For purposes of this Agreement, “ Stockholder’s Representative’s Post-Closing Account ” shall mean a bank account to be established by Stockholder’s Representative and Stockholder’s Representative will provide the appropriate information regarding such account to Buyer in writing within five (5) days following the Closing. Further, the Tangible Net Worth Escrow Amount shall be distributed out of the Escrow Amount to the Stockholders’ Representative for distribution to the Stockholders of OSI and the holders of Stock Units.

(e) If the Tangible Net Worth Adjustment is a negative number, then, promptly following the Determination Date, and in any event within five (5) business days of the Determination Date, the parties shall cause the Escrow Agent to pay (by wire transfer of immediately available funds) to Buyer out of the Escrow Amount an amount equal to the lesser of (A) the Tangible Net Worth Adjustment, together with any interest earned on that portion of

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the Escrow Amount equal to the Tangible Net Worth Adjustment or (B) the full amount of the Escrow Amount, together with interest thereon, calculated from the Determination Date, at the Federal Funds Rate as it appears in the Wall Street Journal from the Closing Date, determined based upon a 360-day year. Any payments required to be made under this Section 1.13(e) shall be paid out of the Escrow Amount to the extent funds are available (i.e., first out of the Tangible Net Worth Escrow Amount and, if insufficient, then out of the Indemnification Escrow Amount), it being understood and agreed that the Escrow Amount shall be the sole recourse of Buyer for claims under this Section 1.13(e) and that no recourse may be sought directly against any stockholder of OSI.

(f) At the Closing, Seller shall make a voluntary prepayment of up to $10,000,000 toward the outstanding principal amount due under Seller’s Credit Facility (as defined on Schedule 1.3(a)); provided, however, in no event shall Seller be required to make any payment that, in Seller’s good faith judgment, would cause the actual operating cash balance at such time to be less than $20,000,000.

1.14 Tangible Net Worth Escrow. $10,000,000 (the “ Tangible Net Worth Escrow Deposit ”), together with any income earned thereon, less any reasonable expenses incurred by the Stockholders’ Representative in connection with the transactions contemplated by this Agreement (collectively, the “ Tangible Net Worth Escrow Amount ”), shall be distributed to the stockholders of OSI and the holders of the Stock Units in accordance with the terms of such Escrow Agreement, subject to the right of Buyer to have such Tangible Net Worth Escrow Amount available to it on the terms and conditions set forth in Section 1.13 and in the Escrow Agreement.

1.15 Indemnification Escrow. $10,000,000 (the “ Indemnification Escrow Deposit ”), together with any income earned thereon, less any reasonable expenses incurred by the Stockholders’ Representative in connection with the transactions contemplated by this Agreement (collectively, the “ Indemnification Escrow Amount ” and, together with the Tangible Net Worth Escrow Amount, the “ Escrow Amount ”), shall be distributed to the stockholders of OSI and the holders of Stock Units in accordance with the terms of such Escrow Agreement, subject to the right of Buyer to have such Indemnification Escrow Amount available to it on the terms and conditions set forth in Article VIII and in the Escrow Agreement.

1.16 Withholding. Notwithstanding anything herein to the contrary, Buyer (or Exchange Agent acting on behalf of Buyer) will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts as Buyer or the Surviving Corporation, as the case may be, is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “ Code ”), or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by Buyer or the Surviving Corporation, such withheld amounts will be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by Buyer or the Surviving Corporation.

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1.17 Appointment of Stockholder’s Representative

(a) Each stockholder of OSI and each holder of Stock Units hereby appoints Paul Wood as his or her or its agent and true and lawful attorney-in-fact with the powers set forth in this Section 1.17, and Paul Wood hereby accepts such appointment, as the “Stockholders’ Representative.” The Stockholders’ Representative shall, and shall have full power and authority to, act on behalf of the stockholders of OSI and the holders of Stock Units in connection with all matters relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby. The Stockholders’ Representative shall be the exclusive agent for and on behalf of the stockholders of OSI and the holders of Stock Units immediately prior to the Effective Time to: (i) give and receive notices and communications to or from Buyer, Acquisition Subsidiary or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries to Buyer and Acquisition Subsidiary of cash or other property from the Escrow Amount in satisfaction of claims asserted by Buyer and Acquisition Subsidiary (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; and (v) take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Stockholders’ Representative shall be the sole and exclusive means of asserting or addressing any of the above and no former stockholder of OSI or holder of Stock Units shall have any right to act on its own behalf with respect to any such matters or other matters relating to this Agreement, the Escrow Agreement or any of the transactions or other matters contemplated hereby or thereby, other than any claim or dispute against the Stockholders’ Representative. Buyer and Acquisition Subsidiary, together with their respective Affiliates, shall be entitled to rely upon, and shall be fully protected in relying upon, the power and authority of the Stockholders’ Representative without independent investigation. No bond shall be required of the Stockholders’ Representative. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the stockholders of OSI and holders of Stock Units immediately prior to the Effective Time. Each stockholder of OSI and each holder of Stock Units hereby agrees to indemnify and hold the Stockholders’ Representative harmless from and against, any and all liabilities or losses imposed on, incurred by or asserted against the Stockholders’ Representative in connection with this Agreement, except in the event of the Stockholders’ Representative’s gross negligence or willful misconduct and the Stockholders’ Representative shall be entitled to reimbursement from the Escrow Amount of all reasonable expenses and losses and liabilities incurred in the performance of his duties as the Stockholders’ Representative under this Agreement, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Buyer shall not have any obligation or liability for such expenses or for payment of any fees of the Stockholders’ Representative. The Stockholders’ Representative is expressly authorized to rely upon the advice of such consultants and agents. In the event the Stockholders’ Representative dies or is unable or refuses to serve, the stockholders of OSI and holders of Stock Units will promptly notify Buyer in writing of the designation by them of a successor to act as the Stockholders’ Representative hereunder.

(b) Buyer and Acquisition Subsidiary, together with their respective Affiliates, shall have no liability or obligation to any of the former stockholders of OSI and

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holders of Stock Units or any other constituencies for any acts or omissions of the Stockholders’ Representative (including any failure to deliver amounts paid to the Stockholders’ Representative on behalf of any of the former stockholders of OSI and holders of Stock Units or any other constituencies), or any acts or omissions taken or not taken by any other Persons at the direction of the Stockholders’ Representative.

(c) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Stockholders’ Representative that is within the scope of the Stockholders’ Representative’s authority under this Section 1.17 shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all stockholders of OSI and all holders Stock Units immediately prior to the Effective Time and shall be final, binding and conclusive upon each such holder and each Buyer Indemnified Person, and the Escrow Agent and Buyer shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such stockholder of OSI and holder of Stock Units.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF OSI

OSI makes the following representations and warranties to Buyer, each of which is true and correct on the date hereof and which shall be true and correct as of the Closing:

2.1 Organization and Good Standing.

(a) OSI is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the OSI Subsidiaries and FCB (as defined in Section 8.11 ) is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, as set forth on Schedule 2.1(a) .

(b) Each of OSI and the OSI Subsidiaries is qualified to do business as a foreign corporation in each jurisdiction where the character of its activities or location of its owned or leased properties requires such qualification, except where the failure to be so qualified would not have an OSI Material Adverse Effect. For purposes of this Agreement, “ OSI Material Adverse Effect ” shall mean a material adverse effect on (i) the business, assets, condition (financial or otherwise), properties, liabilities or the results of operations of OSI and the OSI Subsidiaries, taken as a whole, (ii) the ability of OSI to perform its obligations set forth in this Agreement, or (iii) the ability of OSI to timely consummate the transactions contemplated by this Agreement. Schedule 2.1(a) identifies each jurisdiction in which OSI and each of the OSI Subsidiaries is currently qualified to do business as a foreign corporation.

(c) OSI has delivered or made available to Buyer true and complete copies, as applicable, of the articles/certificates of incorporation, bylaws, certificates of formation, operating agreements or other organizational documents, including all amendments thereto,

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(collectively, the “ Organizational Documents ”) of OSI, the OSI Subsidiaries and FCB. Except as otherwise contemplated by this Agreement, the Organizational Documents of OSI, the OSI Subsidiaries and FCB will not be amended prior to the Closing Date.

2.2 Capitalization.

(a) As of the date hereof, the authorized capital stock of OSI consists of 15,020,000 shares, of which (i) 1,000,000 shares have been designated as Class A Preferred Stock, (ii) 20,000 shares have been designated as Class B Preferred Stock, par value $0.01 per share (“ Class B Preferred Stock ”), (iii) 10,000,000 shares have been designated as Class A Common Stock, and (iv) 4,000,000 shares have been designated as Class B Common Stock, par value $0.01 per share (“ Class B Common Stock ”). Of such authorized shares, as of the date hereof, there are issued and outstanding (1) 1,000,000 shares of Class A Preferred Stock, (2) no shares of Class B Preferred Stock, (3) 4,016,100 shares of Class A Common Stock and (4) no shares of Class B Common Stock. No shares of OSI Common Stock or OSI Preferred Stock are issued and held in the treasury of OSI, and no other class or series of capital stock of OSI is issued or outstanding. All issued and outstanding shares of capital stock of OSI have been duly authorized, validly issued, fully paid and are nonassessable and were issued in compliance with applicable Laws or pursuant to valid exemptions therefrom.

(b) Except as set forth on Schedule 2.2(b) , and except for shares of OSI Common Stock issuable upon conversion of the OSI Preferred Stock, there are no outstanding rights (either preemptive or other), options, warrants, units, Contracts, commitments, understandings, agreements or arrangements of any kind to which OSI or any of the OSI Subsidiaries is a party to by which any of them is bound (i) obligating OSI or any of the OSI Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, (1) additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, OSI or (2) any bonds, debentures, notes or other indebtedness of OSI having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of OSI Common Stock or OSI Preferred Stock may vote, (ii) obligating OSI or any of the OSI Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, Contract, commitment, understanding, agreement or arrangement, (iii) that give any Person the right to receive any economic benefit or right similar to, or derived from, the economic benefits and rights occurring to holders of OSI Common Stock or OSI Preferred Stock or (iv) obligating OSI, FCB or any of the OSI Subsidiaries to repurchase, redeem or otherwise acquire any capital stock or other securities. Schedule 2.2(b) sets forth, as of the date hereof, a list of each outstanding and unexercised stock unit, warrant and option exercisable or convertible for shares of OSI Common Stock or OSI Preferred Stock and the grant date, exercise or conversion price, number of shares of OSI Common Stock or OSI Preferred Stock issuable upon exercise or conversion thereof, vesting schedule and underlying plan, if any, of each such outstanding and unexercised stock unit, warrant and option.

(c) Schedule 2.2(c) contains a true and correct copy of OSI’s book entry ledger reflecting the record holders of OSI’s Class A Common Stock and Class A Preferred Stock and the number of shares held by each as of the date of this Agreement. Each of such holders is the owner of record of the number of shares of OSI Class A Common Stock and OSI Class A Preferred Stock set forth opposite the name of each holder on Schedule 2.2(c) .

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(d) Except as set forth in Schedule 2.2(d) , there are no voting trusts, voting agreements, proxies or other agreements, instruments or understandings with respect to the voting of the capital stock of OSI to which OSI or, to the Knowledge of OSI, any of its stockholders is a party.

(e) OSI has reserved, and at all times from and after the date hereof to the Effective Time will keep reserved, free from preemptive rights, out of its authorized but unissued shares of OSI Common Stock, sufficient shares of Class B Common Stock solely for the purpose of effecting the conversion of the issued and outstanding shares of Class A Preferred Stock and sufficient shares of Class A Common Stock to provide for the conversion of all Stock Units into shares of Class A Common Stock.

(f) Except as set forth on Schedule 2.2(e) , other than the issuance of OSI Common Stock upon the conversion of Stock Units, since the OSI Balance Sheet Date, OSI has not declared or paid any dividend or distribution in respect of any capital stock or other securities of OSI, and neither OSI nor any of the OSI Subsidiaries has issued, sold, repurchased, redeemed or otherwise acquired any capital stock of or other equity interest in OSI, and their respective Boards of Directors or similar governing bodies have not authorized any of the foregoing.

(g) As of the date hereof, neither OSI nor any of the OSI Subsidiaries has entered into any commitment, arrangement or agreement, or are otherwise obligated, to contribute capital, loan money or otherwise provide funds or make additional investments in any OSI Subsidiary or OSI Minority Entity or any other Person, other than any such commitment, arrangement or agreement in the ordinary course of business consistent with past practice.

2.3 Subsidiaries. Schedule 2.3 attached hereto sets forth the name, jurisdiction of organization, amount and percentages of outstanding capital stock or other interest held, directly or indirectly, by OSI and other Persons, with respect to each OSI Subsidiary, FCB or other Person in which OSI or an OSI Subsidiary holds, directly or indirectly, any capital stock or other interest (an “ OSI Minority Entity ”). Except as set forth on Schedule 2.3 , all of the capital stock and other interests so held are owned by OSI or an OSI Subsidiary free and clear of any charges, claims, liens, encumbrances, options, pledges, mortgages, security interests or restrictions of any kind (each a “ Lien ” and collectively, “ Liens ”) with respect thereto. All of the outstanding shares of capital stock and other interests in each of the OSI Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and were issued free of preemptive rights and in compliance with applicable corporate, limited liability company and securities Laws. Except as set forth on Schedule 2.3 , there are no irrevocable proxies, voting agreements or similar obligations with respect to such capital stock or other interests of the OSI Subsidiaries or an OSI Minority Entity, and no equity securities or other interests of any of the OSI Subsidiaries are or may become required to be issued or purchased by reason of any options, warrants, rights to subscribe to, puts, calls, reservation of shares or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any capital stock or other interests of any OSI Subsidiary, and there are no contracts, commitments, understandings, agreements or arrangements by which any OSI Subsidiary is bound to issue additional shares of its capital stock

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or other interests, or options, warrants or rights to purchase or acquire any additional shares of its capital stock or other interests or securities convertible into or exchangeable for such shares or interests.

2.4 Authorization; Binding Agreement.

(a) OSI has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including, but not limited to, the Merger, have been duly and validly authorized by OSI’s Board of Directors, and no other corporate proceeding on the part of OSI is necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement by the stockholders of OSI in accordance with the DGCL and the Organizational Documents of OSI). This Agreement has been duly and validly executed and delivered by OSI and constitutes the legal, valid and binding agreement of OSI, enforceable against OSI in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and by principles of equity regarding the availability of remedies (“ Enforceability Exceptions ”).

(b) The only votes of any class or series of capital stock of OSI necessary to adopt or approve this Agreement, the Merger and the other transactions contemplated by this Agreement are approvals by a majority of the voting power of the holders of the outstanding shares of OSI Common Stock and Class A Preferred Stock (voting on an as converted basis) voting together as a single class.

2.5 Governmental Approvals. No consent, approval, waiver or authorization of, notice to or declaration or filing with (“ Consent ”) any nation or government, any state or other political subdivision thereof, any Person, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government including, without limitation, any governmental or regulatory authority, agency, department, board, commission or instrumentality, any court, tribunal or arbitrator and any self regulatory organization (“ Governmental Authority ”) on the part of OSI, any of the OSI Subsidiaries or FCB that is material to the businesses of OSI or any of the OSI Subsidiaries is required in connection with the execution or delivery by OSI of this Agreement or the consummation by OSI of the transactions contemplated hereby other than (i) the filing of the Certificate of Merger with the Secretary of the State of Delaware in accordance with the DGCL, (ii) Consents from or with Governmental Authorities set forth on Schedule 2.5 attached hereto, (iii) filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “ HSR Act ”) and (iv) such filings as may be required in any jurisdictions where OSI is qualified or authorized to do business as a foreign corporation in order for the Surviving Corporation to maintain such qualification or authorization.

2.6 No Violations. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and compliance by OSI with any of the provisions hereof will not (i) conflict with or result in any breach of any provision of the Organizational Documents of OSI, any of the OSI Subsidiaries or FCB, (ii) except as set forth on Schedule 2.6

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attached hereto, require any Consent under or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or augment the performance required) under any of the terms, conditions or provisions of any OSI Material Contract, (iii) result in the creation or imposition of any Lien of any kind upon any of the assets of OSI, any OSI Subsidiary or FCB, or (iv) subject to obtaining the Consents from Governmental Authorities referred to in Section 2.5 , above, contravene any applicable provision of any constitution, treaty, statute, law (including common law), code, rule, regulation, ordinance or order of any Governmental Authority having the force of law including, but not limited to, any orders, decisions, injunctions, judgments, awards and decrees of or agreements with any court or other Governmental Authority (“ Law ”) currently in effect to which OSI, any OSI Subsidiary or FCB or its or any of their respective assets or properties are subject.

2.7 Litigation. Except as set forth in Schedule 2.7 attached hereto, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in Law or in equity, by or before any court, tribunal, arbitrator, mediator or other Governmental Authority (“ Litigation ”) pending or, to the Knowledge of OSI, threatened against OSI or any OSI Subsidiary (i) that questions the validity of this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby, or the right of OSI to enter into such agreements or to consummate the transactions contemplated hereby or thereby or (ii) that is material to the business of OSI or any of the OSI Subsidiaries.

2.8 OSI Financial Statements.

(a) Schedule 2.8 contains a true and complete copy of:

(i) the audited consolidated balance sheets of OSI for the years ended December 31, 2006, 2005 and 2004 and the related audited statements of operations, stockholders’ equity and cash flows of OSI for the years ended December 31, 2006, 2005 and 2004 accompanied by the reports thereof of OSI’s auditors (collectively, the “ OSI Audited Financial Statements ”); and

(ii) the unaudited consolidated balance sheet of OSI for the nine (9) month period ended September 30, 2007 (the “ Latest Balance Sheet ”) and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows of OSI for such period (the financial statements referred to in clauses (i) and (ii) of this Section 2.8(a) being collectively referred to as the “ OSI Financial Statements ”).

(b) The OSI Financial Statements have been prepared in accordance with generally accepted accounting principles (except that such unaudited financial statements do not contain all of the required footnotes or normal recurring year-end adjustments) (which, to the Knowledge of OSI, will not be material individually or in the aggregate) applied on a consistent basis during the respective periods covered thereby. The OSI Financial Statements are correct and complete and present fairly, in all material respects, the financial position of OSI at the date of the balance sheets included therein and the results of operations and cash flows of OSI for the respective periods covered by the statements of operations and cash flows included therein and

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are consistent with the books and records of OSI, each OSI Subsidiary and FCB (which books and records are correct and complete in all material respects). The internal controls and procedures of OSI and each OSI Subsidiary are sufficient to ensure that the OSI Financial Statements are correct and complete in all material respects.

2.9 Accounts Receivable. The Accounts Receivable as reflected on OSI’s accounting records (true and complete copies of the pertinent portions of which have been made available to Buyer) represent the total consolidated Accounts Receivable of OSI on the date hereof incurred in the ordinary course of business after deducting any allowance for doubtful accounts, and are owing to OSI except to the extent the debt has been properly adjusted for as a doubtful account consistent with OSI’s past practice and in accordance with GAAP. For purposes of this Agreement, the term “ Accounts Receivable ” shall mean (i) any right to payment for goods sold, leased or licensed or for services rendered, whether or not it has been earned by performance, whether billed or unbilled and whether or not it is evidenced by any Contract; (ii) any note receivable; (iii) any other receivable or right to payment of any nature; or (iv) any claim, remedy or other right related to any of the foregoing.

2.10 Absence of Certain Changes or Events. Except as set forth on Schedule 2.10 attached hereto and except as contemplated by this Agreement, since December 31, 2006 (the “ OSI Balance Sheet Date ”), OSI and the OSI Subsidiaries have conducted their business only in the ordinary course of business consistent with past practice and no action or event of the type set forth in Section 4.1(b) has occurred since the OSI Balance Sheet Date, nor has OSI or any OSI Subsidiary resolved, agreed, committed or arranged to do any such action or event.

2.11 Compliance with Laws. Except as set forth on Schedule 2.11 , the business of OSI and each OSI Subsidiary has been operated in material compliance with all Laws applicable thereto (including federal and state privacy laws, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act, the Telephone Consumer Protection Act and any state or local counterpart or equivalent).

2.12 Permits.

(a) OSI and the OSI Subsidiaries have all material permits, certificates, licenses, approvals, tariffs and other authorizations (excluding Collection Licenses) required in connection with the operation of their respective businesses as currently conducted (collectively, “ OSI Permits ”).

(b) Schedule 2.12(b) sets forth, as of the date hereof, a list of all material collection licenses (“ Collection Licenses ”) issued to OSI or any OSI Subsidiary. OSI and the OSI Subsidiaries have all material Collection Licenses required in connection with the operation of their respective businesses.

(c) Each OSI Permit and Collection License (i) is valid and currently in effect, and (ii) has been issued by the Governmental Authority to the holder thereof. Neither OSI nor any OSI Subsidiary is in violation in any material respect of any term or condition of any OSI Permit or Collection License.

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(d) Except as set forth on Schedule 2.12(d) , there is not now before a Governmental Authority any investigation, proceeding, notice of violation, order of forfeiture or complaint pending, or to the Knowledge of OSI, threatened, against OSI or any OSI Subsidiary relating to the OSI Permits or the Collection Licenses, which if adversely determined would reasonably be expected to have an OSI Material Adverse Effect.

2.13 Finders and Investment Bankers. Except as set forth on Schedule 2.13 , neither OSI nor any of its officers or directors has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated hereby.

2.14 Material Contracts.

Attached hereto as Schedule 2.14 - I is a true, complete and accurate list, as of the date of this Agreement, categorized by subject matter, of all of the following outstanding agreements, contracts, licenses or leases, whether written or oral (each, a “ Contract ”), entered into by OSI or any of the OSI Subsidiaries (each, a “ OSI Material Contract ”):

(a) all Contracts to which OSI or any OSI Subsidiary is a party requiring an annual aggregate payment by OSI or an OSI Subsidiary of at least $1.0 million within the last 12 months ($200,000 with respect to leases only) or to OSI or an OSI Subsidiary of at least $1,000,000 within the last 12 months;

(b) all Contracts under which OSI or any OSI Subsidiary has created, incurred, assumed or guaranteed indebtedness for borrowed money involving more that $250,000 in individual principal amount or $1.0 million in aggregate principal amount, and any forbearances and/or waivers with respect thereto;

(c) all employment, consulting, severance or indemnification agreements between OSI and any director, officer or employee of OSI or any agreement that would give any Person the right to receive any payment from OSI or to terminate a Contract as a result of the transactions pursuant to this Agreement or other change in control transaction of OSI or any OSI Subsidiary;

(d) all Contracts that limit, condition or prohibit a change in control of OSI or any OSI Subsidiary;

(e) any Contract relating to the employment of any Person by OSI or any OSI Subsidiary which cannot be terminated by OSI or any OSI Subsidiary upon notice of sixty (60) days or less without penalty or premium involving annual compensation in excess of $100,000 annually;

(f) any Contract materially limiting the freedom of OSI or any OSI Subsidiary to engage in any line of business or to compete with any other Person;

(g) all Contracts between OSI or any OSI Subsidiary and any of its directors, officers or Affiliates (excluding any OSI Subsidiaries that are wholly-owned by OSI);

(h) all Contracts with any OSI Minority Entities;

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(i) all Contracts which provide for indemnification by OSI or any OSI Subsidiary outside the ordinary course of business;

(j) all nondisclosure and confidentiality agreements entered into outside the ordinary course of business; and

(k) any Contract not entered into in the ordinary course of business which materially affects the business of OSI and the OSI Subsidiaries taken as a whole and is not cancelable without premium or penalty within ninety (90) days.

Except as set forth on Schedule 2.14 - I and except for any Enforceability Exceptions, all of the OSI Material Contracts are valid, binding and in full force and effect as to OSI and the OSI Subsidiaries and, to the Knowledge of OSI, as to the other parties thereto, and none of OSI or any of the OSI Subsidiaries or, to the Knowledge of OSI, any other party thereto, is in material breach or material violation of, or material default under, nor is there any reasonable basis for a claim of material breach or violation by OSI or any of the OSI Subsidiaries of, or default by OSI or any of the OSI Subsidiaries under, the terms of any OSI Material Contract and no event has occurred which constitutes or, with the lapse of time or the giving of notice or both, would constitute such a material breach, violation or default by OSI or any of the OSI Subsidiaries thereunder. OSI has furnished to Buyer (which shall include posting to an electronic data site) a correct and complete copy of each OSI Material Contract.

Schedule 2.14 - II contains a true and complete list of all vendors with whom OSI and/or one of the OSI Subsidiaries has paid more than $500,000 during (i) the twelve month period period ending December 31, 2006 and (ii) the twelve month period ending September 30, 2007.

Schedule 2.14 - III contains a true and complete list of customer Contracts reflective of the information set forth on Schedule 2.14 – III .

2.15 OSI Employee Benefit Plans.

(a) Schedule 2.15(a) contains an accurate and complete list of (i) all employee benefit plans as defined the Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and all rulings and regulations promulgated thereunder (“ ERISA ”), including any “voluntary employees’ beneficiary association” within the means of Section 501(c)(9) of the Code, “welfare benefit fund” within the meaning of Section 419 of the Code, or “qualified asset account” within the meaning of Section 419A of the Code, and any other plan, program, policy or arrangement for or regarding bonuses, commissions, incentive compensation, severance, vacation, deferred compensation, pensions, profit sharing, retirement, payroll savings, stock options, stock purchases, stock awards, stock ownership, phantom stock, stock appreciation rights, equity compensation, medical/dental expense payment or reimbursement, disability income or protection, sick pay, group insurance, self-insurance, death benefits, employee welfare or fringe benefits of any nature, including those benefiting retirees or former employees (the “ Employee Benefit Plans ”) which are material and which OSI, or any entity, trade or business (whether or not incorporated) that is part of the same controlled group with, common control with, part of any affiliated service group with, or part of another arrangement that includes OSI within the meaning of Code Section 414(b), (c), (m) or (o) (an “ ERISA Affiliate ”), sponsors,

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maintains or contributes to, is required to contribute to, or has or could reasonably be expected to have any liability of any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of present or former employees of OSI and/or its ERISA Affiliates (referred to collectively as the “ OSI Material Employee Benefit Plans ” and individually as an “ OSI Material Employee Benefit Plan ”) and (ii) all ERISA Affiliates. Accurate and complete copies of all OSI Material Employee Benefit Plans have been provided to Buyer as well as the most recent determination letter issued, if any, or if none, Internal Revenue Services (“ IRS ”) opinion or advisory letter issued with respect to any OSI Material Employee Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code. Those Employee Benefit Plans which OSI and/or any of its ERISA Affiliates sponsors, maintains or contributes to, is required to contribute to, or has or could reasonably be expected to have any liability of any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of present or former employees of OSI and/or its ERISA Affiliates which are not listed on Schedule 2.15(a) are referred to herein as the “ Non-Material OSI Employee Benefit Plans .” The OSI Material Employee Benefit Plans and the Non-Material OSI Employee Benefit Plans are referred to together herein as the “OSI Employee Benefit Plans.” None of the OSI Employee Benefit Plans is subject to Title IV of ERISA or Code Section 412. Each OSI Employee Benefit Plan may be amended or terminated without continuing liability for benefits thereunder and without any other material liability to OSI. No other representations have been provided or communcations made to employees of OSI that are inconsistent with the OSI Employee Benefit Plans or that would entitle employees of OSI to additional rights, payments or benefits under any OSI Employee Benefit Plan. None of the OSI Employee Benefit Plans is a Multiple Employer Plan or Multiemployer Plan under Code Section 413(c) or 414(f). Except as set forth on Schedule 2.15(a) , none of the OSI Employee Benefit Plans provides a self-insured benefit. No employer, other than OSI or an ERISA Affiliate, is permitted to participate or participates in the OSI Employee Benefit Plans and no leased employees (as defined in section 414(n) of the Code) or independent contractors are eligible for, or participate in, the OSI Employee Benefit Plans. None of the OSI Employee Benefit Plans promises or provides heath, life or other welfare benefits to retirees or former employees, except as required by Code Section 4980B, Sections 601 through 609 of ERISA, or comparable state statues which provide for continuing health care coverage.

(b) Except as set forth on Schedule 2.15(a) , neither OSI nor any ERISA Affiliate has (i) established, sponsored, maintained or contributed to (or has or had the obligation to contribute to) any Employee Benefit Plan, (ii) proposed any Employee Benefit Plan which it plans to establish, sponsor, maintain or to which it will be required to contribute, or (iii) proposed any changes to any of the OSI Employee Benefit plans now in effect. Except as set forth on Schedule 2.15(b) , each of the OSI Employee Benefit plans that provided a self-insured health benefit is subject to a stop-loss insurance policy in which OSI is an insured party and, to the Knowledge of OSI, no facts exist which could form the basis for any denial of coverage under such policy.

(c) With respect to the OSI Employee Benefit Plans, OSI and each ERISA Affiliate will have made, on or before the Closing Date, all payments (including premium payments with respect to insurance policies) required to be made by them on or before the Closing Date and will have accrued (in accordance with GAAP) as of the Closing Date all payments (including premium payments with respect to insurance policies) due but not yet payable as of the Closing Date. There has not been, nor will there be, any Accumulated Funding Deficiencies (as defined in ERISA or the Code) or waivers of such deficiencies.

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(d) OSI has delivered to Buyer an accurate and complete copy of the three (3) most recent Annual Reports (Form 5500 Series), accompanying schedules and any other form or filing required to be submitted to any Governmental Authority with regard to each of the OSI Employee Benefit Plans and the most current actuarial report, if any, with regard to each of the OSI Employee Benefit Plans.

(e) Except as set forth on Schedule 2.15(e) , all of the OSI Employee Benefit Plans are, and have been, operated in material compliance with their provisions and with all applicable Law, including ERISA and the Code and the regulations and rulings thereunder. With respect to each of the OSI Employee Benefit Plans that is intended to be qualified under Section 401(a), each such pla