AGREEMENT AND PLAN OF MERGER

Exhibit 10.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

by and among

AB CAPITAL HOLDINGS LLC,

AB MERGER SUB LLC,

ALLIED SECURITY HOLDINGS LLC,

SPECTAGUARD HOLDING CORPORATION

and

MACANDREWS & FORBES HOLDINGS INC. (solely for purposes of Sections 6.4 and 6.14)

Dated as of July 24, 2008

TABLE OF CONTENTS

LIST OF EXHIBITS

INDEX OF DEFINED TERMS

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of the 24 ^th day of July, 2008 (this “ Agreement ”), by and among AB CAPITAL HOLDINGS LLC, a Delaware limited liability company (“ Purchaser ”), AB MERGER SUB LLC, a Delaware limited liability company (“ Merger Sub ”), ALLIED SECURITY HOLDINGS LLC (“ Company ”), a Delaware limited liability company, SPECTAGUARD HOLDING CORPORATION, a Delaware corporation (the “ Principal Equity Holder ”) and, solely for purposes of Sections 6.4 and 6.14 hereof, MACANDREWS & FORBES HOLDINGS INC., a Delaware corporation (“ MacAndrews & Forbes ”).

RECITALS

     WHEREAS, each of Purchaser, Merger Sub and Company desires to enter into a transaction whereby Merger Sub will merge with and into Company (the “ Merger ”), with Company being the surviving limited liability company, upon the terms and subject to the conditions set forth in this Agreement;

     WHEREAS, the Board of Managers of Company has adopted this Agreement and approved the consummation of the transactions contemplated by this Agreement (including the Merger) in accordance with the Delaware Limited Liability Company Act (the “ DLLCA ”) and the organizational documents of Company;

     WHEREAS, the managing member of Merger Sub and the managing member of Purchaser, on behalf of Purchaser for itself and as the managing member of Merger Sub, have adopted this Agreement and approved the consummation of the transactions contemplated hereby (including the Merger) in accordance with the DLLCA; and

     WHEREAS, as a material inducement to, and as a condition to, Company entering into this Agreement, concurrently with the execution of this Agreement, Blackstone Capital Partners V L.P. (the “ Guarantor ”) has entered into a limited guarantee, dated July 24, 2008, guaranteeing certain of Purchaser’s obligations under this Agreement, attached hereto as Exhibit A (the “ Purchaser Guarantee ”).

     NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

      Section 1.1 Definitions . Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement. In addition, for purposes of this Agreement, the following terms, when used in this Agreement, shall have the meanings assigned to them in this Section 1.1.

     “ Action ” means any action, claim, complaint, suit, arbitration or other proceeding, whether civil or criminal, at Law or in equity, by or before any Governmental Entity.

     “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, no Subsidiary of MacAndrews & Forbes other than the Principal Equity Holder and the Subsidiaries of the Principal Equity Holder shall be deemed to be an Affiliate of Company or any of its Subsidiaries.

     “ Aggregate Allocable Share ” means the aggregate percentage of the Merger Consideration that would be distributed in respect of the Units held by the Non-Rollover Equity Holders pursuant to Section 6.4 of the Company Operating Agreement upon dissolution of Company (and assuming that all Class C Units are vested) had the Units held by all Equity Holders as of the date hereof been cancelled in the Merger pursuant to Section 2.6(e).

     “ Allocable Share ” means, with respect to any Unit, the percentage of the Merger Consideration that would be distributed in respect of such Unit pursuant to Section 6.4 of the Company Operating Agreement upon dissolution of Company (and assuming that all Class C Units are vested) had the Units held by all Equity Holders as of the date hereof been cancelled in the Merger pursuant to Section 2.6(e).

     “ Balance Sheet ” means the audited consolidated balance sheet of Company as of December 31, 2007.

     “ Balance Sheet Date ” means December 31, 2007.

     “ Base Merger Consideration ” means the Gross Purchase Price, minus the Company Debt Payment, minus the Transaction Expenses, minus the amount of any payments from July 1, 2008 until immediately preceding the Closing of principal or interest of any Indebtedness described in the definition of clause (i) of Indebtedness

(other than (x) payments of interest on the Notes or the Term Loans under the Credit Facility or (y) repayment of any amounts drawn under the revolving credit facility under the Credit Facility from the date of this Agreement in accordance with Section 6.1(a)), plus $9,100,000, plus any accrued and unpaid interest as of immediately preceding the Closing on the Notes and the Term Loans under the Credit Facility.

     “ Business ” means the business of providing contract security officer services, including the recruitment, screening, hiring, training, uniform outfitting, scheduling and supervising of security officers, to customers throughout the United States, as well as certain background screening services, in each case as conducted as of the date of this Agreement.

     “ Business Day ” means any day other than a Saturday, a Sunday or another day on which banks are required or authorized by Law to be closed in New York, New York.

     “ Class A Unit ” means the Class A Units of Company.

     “ Class B Unit ” means the Class B Units of Company.

     “ Class C Unit ” means the Class C Units of Company.

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

     “ Company Debt Payment ” means the amounts paid or deposited pursuant to Section 2.9(a), Section 2.9(b) and Section 2.9(c) hereof.

     “ Company Disclosure Schedule ” means the disclosure schedule of Company referred to in, and delivered pursuant to, this Agreement.

     “ Company Employees ” means, collectively, those individuals employed by Company or any of its Subsidiaries as of the Closing.

     “ Company Intellectual Property ” means the Intellectual Property owned or licensed from third parties by any of Company or its Subsidiaries.

     “ Company Operating Agreement ” means the operating agreement of Company, dated as of August 2, 2004, as amended.

     “ Company Unionized Employees ” means those Company Employees who are represented by a union or labor organization.

     “ Contract ” means any written or, if material, oral contract, agreement, commitment, franchise, indenture, note, bond, lease, purchase order, license, obligation or undertaking or other similar arrangement.

     “ Copyrights ” means all copyrights and works of authorship, and all registrations and applications for registration of the foregoing.

     “ Credit Facility ” means the Amended and Restated Credit Agreement, dated as of July 20, 2006, by and among Company, Bear Stearns Corporate Lending Inc., as administrative agent, the financial institutions party thereto as lenders, Sovereign Bank., as syndication agent, and CIT Lending Services Corporation, ING Capital LLC and PNC Bank, National Association, as co-documentation agents, as it may be amended from time to time.

     “ Electronic Data Room ” means the electronic data room established by Company in connection with the transactions contemplated hereby.

     “ Encumbrance ” means any lien, encumbrance, security interest, pledge, mortgage, hypothecation, charge, deed of trust, claim, option, easement, servitude, right of first refusal or first offer, restriction on transfer or other similar encumbrance except for any restriction on transfer arising under any applicable securities Laws.

     “ Equity Holders ” means the Persons listed on Section 1.1(a) of the Company Disclosure Schedule attached hereto.

     “ Escrow Account ” means the escrow account established pursuant to the Escrow Agreement.

     “ Escrow Agent ” means JPMorgan Chase Bank, National Association.

     “ Escrow Agreement ” means the Escrow Agreement among Purchaser, the Principal Equity Holder, on behalf of each of the Equity Holders, and the Escrow Agent, substantially in the form of Exhibit B hereto, to be entered into at the Closing.

     “ Escrowed Amount ” means $30,000,000, plus accrued interest in the Escrow Account.

     “ GAAP ” means generally accepted accounting principles in the United States, as in effect from time to time.

     “ Governmental Entity ” means any federal, state, local or foreign government or regulatory authority, or any agency, board, commission, court, tribunal or instrumentality thereof, or any self-regulatory or arbitral or similar forum.

     “ Governmental Order ” means any order, writ, judgment, ruling, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity.

     “ Indebtedness ” means, as to any Person, without duplication: (i) the principal of and accrued interest or premium (if any) and premiums or penalties that

would arise as a result of prepayment in respect of (A) indebtedness of such Person for money borrowed, (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable and (C) indebtedness for insurance premium financing; (ii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iii) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (iv) all obligations for the deferred purchase price, or purchase price adjustment (including any working capital adjustment) relating to the purchase, of assets, property or services; (v) all liabilities under any sale and leaseback transaction, any synthetic lease or tax ownership operating lease transaction and all obligations arising with respect to any transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet; (vi) all obligations with respect to hedging, swaps or similar arrangements; (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons 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; and (viii) all obligations of the type referred to in clauses (i) through (vii) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

     “ Indenture ” means the Indenture, dated as of July 14, 2004, by and between Allied Security Escrow Corp. and The Bank of New York, as trustee, relating to the 11.375% Senior Subordinated Notes due 2011, as amended or supplemented from time to time.

     “ Independent Accounting Firm ” means KPMG LLP, or if such firm is not available or is unwilling to serve, then a mutually acceptable expert in public accounting upon which Purchaser and the Principal Equity Holder mutually agree.

     “ Initial Cash Merger Consideration ” means (a) the Aggregate Allocable Share of the Base Merger Consideration minus (b) the Escrowed Amount.

     “ Intellectual Property ” means all Trademarks, Patents, Copyrights and Trade Secrets.

     “ Knowledge of Company ” (or similar phrases) means the actual knowledge of (x) the chief executive officer, chief financial officer and general counsel of Company, in each case, after reasonable inquiry and (y) Paul Laconi, vice president, Luisa Nunez, director of financial planning and analysis, and Mitch Weiss, chief accounting officer, in each case in this clause (y), after reasonable inquiry by such individual in light of such individual’s position and responsibilities with Company.

     “ Law ” means any statute, code, rule, regulation, ordinance or other pronouncement of any Governmental Entity having the effect of law, including common law.

     “ Material Adverse Change ” means a circumstance, development, occurrence, event, change or effect that has had a Material Adverse Effect.

     “ Material Adverse Effect ” means any circumstances, developments, occurrences, events, changes or effects that have had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided , however , that in no event shall any circumstance, development, occurrence, event, change or effect resulting from any of the following be taken into account in determining whether a Material Adverse Effect has occurred or would result: (i) general United States economic or financial market conditions; (ii) conditions generally affecting the industry in which Company and its Subsidiaries operate; (iii) changes in Law or in GAAP; (iv) the commencement or material worsening of a war or armed hostilities or other national or international calamity involving the United States whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States; (v) acts of God, natural disasters, hurricanes and other weather conditions; (vi) any actions taken, or failures to take action, in each case, to which Purchaser has consented; (vii) any failure, in and of itself, by Company to meet projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (it being understood that the facts or occurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect); and (viii) the announcement of, or the taking of any action contemplated by, this Agreement and the transactions contemplated hereby, including by reason of the identity of Purchaser, or any communication by Purchaser regarding the plans or intentions of Purchaser with respect to the conduct of the Business ( provided that the exception in this clause shall not apply to any representation or warranty set forth in Section 3.3, Section 3.4, and Section 3.14(g) to the extent that the purpose of such representation or warranty is to address the consequences resulting from the execution of this Agreement or the consummation of the transactions contemplated hereby); except , in the case of the foregoing clauses (i)-(v), to the extent such circumstance, development, occurrence, event, change or effect has a materially disproportionate impact on Company and its Subsidiaries, taken as a whole, compared to other Persons in the industries in which Company and its Subsidiaries conduct their business.

     “ Merger Consideration ” means the Base Merger Consideration plus the Earn-Out Payment, if any.

     “ Non-Competition Party ” means MacAndrews & Forbes and its Subsidiaries and Affiliates, excluding any Affiliate whose equity securities are registered as of the date hereof with the SEC under the Securities Act of 1933, as amended.

     “ Non-Rollover Equity Holders ” means the Equity Holders other than the Rollover Equity Holders.

     “ Non-Solicit Party ” means MacAndrews & Forbes and its Subsidiaries and Affiliates, excluding any Affiliate whose equity securities are registered as of the date hereof with the SEC under the Securities Act of 1933, as amended.

     “ Notes ” means Company’s 11.375% Senior Subordinated Notes due 2011.

     “ Patents ” means all patents and patent applications, including divisions, continuations, continuations-in-part, reissues, reexaminations, and any extensions thereof.

     “ Permitted Encumbrance ” means: (i) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s, construction and other Encumbrances arising or incurred in the ordinary course of business for amounts that are not yet due and payable or are being contested in good faith by appropriate proceedings; (ii) Encumbrances for Taxes and other governmental charges that are not yet due and payable, or are being contested in good faith by appropriate proceedings or may thereafter be paid without penalty, in each case, for which, if required by GAAP, reserves have been established in accordance with GAAP; (iii) in the case of Leased Real Property,(A) matters that would be disclosed by an accurate survey or inspection of such Leased Real Property; and (B) matters of record or registered Encumbrances affecting title to any asset, which matters, individually or in the aggregate, do not materially detract from the value of or materially impair the current use of the Leased Real Property to which they relate or the continued operation of the Business thereon; (iv) requirements and restrictions of zoning, building and other applicable Laws and municipal by-laws, and development, site plan, subdivision or other agreements with municipalities, none of which are violated by the current use or occupancy of the real property to which they relate or the operation of the Business thereon; (v) statutory Encumbrances of landlords arising under the Company Leases disclosed in Section 3.17(c) of the Company Disclosure Schedule for amounts that are not yet due and payable, or are being contested in good faith by appropriate proceedings or may thereafter be paid without penalty; (vi) Encumbrances arising under conditional sales contracts and equipment leases with third parties, in each case, entered into in the ordinary course of business; and (vii) defects, irregularities or imperfections of title and other non-monetary Encumbrances which, individually or in the aggregate, do not materially detract from the value of or materially impair the current use of the asset or property to which they relate or the continued operation of the Business thereon.

     “ Person ” means an association, a corporation, an individual, a group, a partnership, a limited liability company, a joint venture, an unlimited liability company, a trust or any other entity or organization, including a Governmental Entity.

     “ Representatives ” means with respect to any Person, any of such Person’s officers, directors, managers, employees, shareholders, members, partners, controlling

persons, agents, consultants, advisors, and other representatives, including legal counsel, accountants, financial advisors and financing sources.

     “ Rollover Equity Holders ” means those Equity Holders who exchange Units held by them for equity securities of Purchaser, Merger Sub or the Surviving Entity immediately prior to Closing.

     “ Rollover Units ” means Units exchanged by the Rollover Equity Holders for equity securities of Parent, Merger Sub or the Surviving Entity immediately prior to Closing.

     “ SEC ” means the United States Securities and Exchange Commission.

     “ Solvent ” with regard to any Person, means that, as of any date of determination (i) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (a) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable federal Laws governing determinations of the insolvency of debtors, and (b) the amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent and other liabilities) as such debts become absolute and mature, (ii) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it intends to engage or propose to be engaged, and (iii) such Person will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged” and “able to pay its liabilities, including contingent and other liabilities, as they mature” means that such Person will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations as they become due.

     “ Specified Representations ” means the representations or warranties (a) of Company set forth in Section 3.1 (Corporate Status), Section 3.2 (Authorization), Section 3.5 (other than subsection (d) thereof)) (Capital Structure), Section 3.20 (No Appraisal Rights; No Vote of Equity Holders) and Section 3.21 (Brokers) and (b) of Principal Equity Holder set forth in Section 4.1 (Corporate Status), Section 4.2 (Authorization) and Section 4.4 (Brokers).

     “ Subsidiary ” of any Person means, on any date, any Person (i) the accounts of which would be consolidated with and into those of the applicable Person in such Person’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date or (ii) of which securities or other ownership interests representing more than fifty (50) percent of the equity or more than fifty (50) percent of the ordinary voting power or, in the case of a partnership, more than fifty (50) percent of the general partnership interests or more than fifty (50) percent of the

profits or losses of which are, as of such date, owned, controlled or held by the applicable Person or one or more subsidiaries of such Person.

     “ Tax ” means any United States federal, state, local, county, provincial or foreign taxes, charges, levies, penalties or other assessments, including income, sales and use, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, estimated, profits, capital gains, goods and services, environmental, value added, alternative or add-on minimum, transfer, harmonized sales, stock transfer, real property transfer, stamp, registration, documentary, recording, disability, employment, payroll, severance, or withholding tax or other tax, duty, fee, assessment or charge imposed by any taxing authority, and any interest, penalties, fines or additions to tax related thereto.

     “ Tax Return ” means any return, report, declaration, information return or other document required to be filed with any Tax authority with respect to Taxes, including any amendments thereof and any attachments thereto.

     “ Trade Secrets ” means all trade secrets and all other confidential and proprietary information used in a business that confer a competitive advantage over those in similar businesses who or which do not possess such trade secrets or confidential or proprietary information, including discoveries, concepts, ideas, research and development, algorithms, know-how, formulae, inventions (whether or not patentable), processes, techniques, technical data, designs, drawings, specifications, databases, and customer lists.

     “ Trademarks ” means all trademarks, service marks, trade names, logos, business names and Internet domain names, together with the goodwill associated with any of the foregoing, and all registrations and applications for registration of the foregoing.

     “ Transaction Expenses ” means all legal and other costs and expenses of Company and its Subsidiaries incurred, payable or paid after June 30, 2008 (except those set forth on Section 1.1(b) of the Company Disclosure Schedule ), in connection with this Agreement and the transactions contemplated by this Agreement (including any retention, stay, transaction, deal or similar bonuses or benefits (excluding, for the avoidance of doubt, obligations resulting from a termination of employment by Purchaser or Company after the Closing) payable pursuant to any agreement, plan, policy or arrangement entered into by Company or its Subsidiaries prior to the Closing, including the payments provided for in Section 1.1(c) of the !Company Disclosure Schedule , any fees and expenses of brokers, investment bankers or financial advisors and any penalty or premium associated with the termination or repayment of Indebtedness pursuant to Section 2.9(a), Section 2.9(b) and Section 2.9(c) hereof); provided , however , that Transaction Expenses shall not include 50% of Transfer Taxes or any out-of-pocket costs or expenses incurred by Company in connection with the Financing which are subject to reimbursement by Purchaser pursuant to Section 6.12(d) hereof.

     “ Transfer Taxes ” means any sales, use, goods and services, harmonized sales, stock transfer, real property transfer, real property gains, transfer, stamp, registration, documentary, recording or similar duties or taxes together with any interest thereon, penalties, fines, or additions to tax with respect thereto incurred in connection with the transactions contemplated hereby.

     “ Units ” means the Class A Units, Class B Units and Class C Units.

ARTICLE II

THE MERGER

      Section 2.1 The Merger . At the Effective Time, Merger Sub shall be merged with and into Company in accordance with Section 18-209 of the DLLCA, whereupon the separate corporate existence of Merger Sub shall cease, and Company shall continue as the surviving limited liability company in the Merger (the “ Surviving Entity ”).

      Section 2.2 Closing . The closing of the Merger (the “ Closing ”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, no later than the second Business Day after the day on which the last to be satisfied or, to the extent permitted hereunder, waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) shall be satisfied or waived in accordance with this Agreement, or at such other place and time or on such other date as the parties hereto may mutually agree in writing; provided , however , that notwithstanding the satisfaction or waiver of the conditions set forth in Article VII, the parties shall not be required to effect the Closing until the earlier of (a) a date before or during the Marketing Period which may be specified by Purchaser in its sole discretion on no less than three Business Days’ prior notice to Company (which notice may be conditioned upon the closing of the Debt Financing) and (b) the last day of the Marketing Period. The date upon which the Closing actually occurs is referred to herein as the “ Closing Date ”. As soon as practicable after the Closing, Company and Merger Sub shall duly execute and file a certificate of merger (the “ Certificate of Merger ”) in accordance with the applicable provisions of the DLLCA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Office of the Secretary of the State of the State of Delaware, unless Purchaser and Company shall agree and specify a subsequent date or time in the Certificate of Merger, in which case the Merger shall become effective at such subsequent date or time (the time the Merger becomes effective being the “ Effective Time ”).

      Section 2.3 Effects of the Merger . The Merger will have the effects provided in the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Company and Merger Sub shall vest in the

Surviving Entity, and all claims, obligations, liabilities, debts and duties of Company and Merger Sub shall become the claims, obligations, liabilities, debts and duties of the Surviving Entity.

      Section 2.4 Limited Liability Company Agreement of the Surviving Entity . The limited liability company agreement of Merger Sub, as in effect immediately prior to the Effective Time, shall be the limited liability company agreement of the Surviving Entity until thereafter changed or amended as provided therein or by applicable Law.

      Section 2.5 Managers and Officers . (a) The managers of Merger Sub shall, from and after the Effective Time, become the managers of the Surviving Entity until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the limited liability company agreement of the Surviving Entity and applicable Law.

          (b) The officers of the Company shall, from and after the Effective Time, become the officers of the Surviving Entity until their successors shall have been duly elected, appointed or qualified or until their earlier death, resignation or removal in accordance with the limited liability company agreement of the Surviving Entity and applicable Law.

      Section 2.6 Effect on the Equity Interests of Company and Merger Sub . As of the Effective Time, by virtue of the Merger, and without any action on the part of Merger Sub, Company or holders of the following equity interests (and, except as otherwise agreed by Merger Sub and any applicable holder):

          (a) Each limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable limited liability company unit of the Surviving Entity.

          (b) Each Unit that is held by Company, Purchaser, Merger Sub or any Subsidiary of such Persons (other than Rollover Units), in each case immediately prior to the Effective Time, shall be automatically cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

          (c) Each Rollover Unit issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable limited liability company unit of the Surviving Entity. Pursuant to, and subject to the terms of, the rollover agreements signed between Purchaser and each Rollover Equity Holder, each Rollover Equity Holder shall be entitled to its Allocable Share of additional consideration pursuant to Section 2.13 or Section 2.14 hereof and the Escrow Account, if and when paid pursuant to Section 2.13 or Section 2.14 hereof and the Escrow Agreement.

          (d) Each Class C Unit, whether or not then vested or fully exercisable, that is issued and outstanding immediately prior to the Effective Time (other than those Units to be canceled pursuant to Section 2.6(b)) shall become fully vested.

          (e) Each Unit issued and outstanding immediately prior to the Effective Time (other than Rollover Units and those Units to be canceled pursuant to Section 2.6(b)), including any Class C Units that shall become fully vested pursuant to Section 2.6(d), shall be cancelled and automatically converted into the right to receive its Allocable Share, in cash, without interest.

      Section 2.7 Gross Purchase Price . The gross purchase price shall be equal to $700,000,000 (the “ Gross Purchase Price ”).

      Section 2.8 Transaction Expenses . At least three Business Days before the Closing Date, Company shall deliver to the Purchaser a schedule setting forth in reasonable detail all Transaction Expenses, including those Transaction Expenses paid prior to the Closing (the “ Transaction Expense Schedule ”).

      Section 2.9 Payment of Purchase Price; Merger Consideration . At the Closing, the Purchaser shall pay the following amounts:

          (a) Purchaser shall deposit, by wire transfer or other immediately available funds, with the administrative agent of the Credit Facility, sufficient funds to pay in full (or cause to be satisfied and discharged) all Indebtedness under the Credit Facility (determined in accordance with the schedule to be provided by Company to Purchaser pursuant to Section 6.13(b) hereof) pursuant to the applicable sections of the Credit Facility; !

          (b) Purchaser shall deposit, by wire transfer or other immediately available funds, with the trustee under the Indenture, sufficient funds to redeem, defease or satisfy and/or discharge, as applicable, any Notes outstanding as of Closing (including sufficient funds to pay interest or premium (if any) thereon through the date of redemption and premiums or penalties that would arise as a result of such redemption, defeasance or satisfaction and/or discharge, as applicable) pursuant to the applicable section of the Indenture;

          (c) Purchaser shall deposit, or cause to be deposited, by wire transfer or other immediately available funds, with the applicable Person sufficient funds to pay in full any other Indebtedness of the type described in clause (i) of the definition of Indebtedness of Company or any of its Subsidiaries; and

          (d) Purchaser shall pay the Initial Cash Merger Consideration to the Principal Equity Holder, as disbursement agent, by wire transfer or other immediately available funds. The Initial Cash Merger Consideration, any amounts payable to the Equity Holders pursuant to the Escrow Agreement (including any amounts payable to the

Rollover Equity Holders) and any amounts payable to the Equity Holders pursuant to Section 2.13 or Section 2.14 (including any amounts payable to the Rollover Equity Holders) shall be distributed to the Equity Holders by the Principal Equity Holder, as disbursement agent.

      Section 2.10 Escrowed Amount . At the Closing:

          (a) Purchaser shall deliver to the Principal Equity Holder a copy of the Escrow Agreement, duly executed by Purchaser;

          (b) The Principal Equity Holder shall deliver to Purchaser a copy of the Escrow Agreement, duly executed by the Principal Equity Holder and the Escrow Agent; and

          (c) Purchaser shall, subject to the terms and conditions of the Escrow Agreement, deposit by wire transfer or other immediately available funds with the Escrow Agent, the Escrowed Amount. For the avoidance of doubt, each Rollover Equity Holder shall be entitled to its Allocable Share of the Escrow Account, if and when paid pursuant to the Escrow Agreement.

      Section 2.11 Purchase Price Allocation .

          (a) The Parties agree that the Gross Purchase Price shall be allocated in accordance with the rules under Sections 755 and 1060 of the Code and the Treasury Regulations promulgated thereunder. The Purchaser shall prepare such allocation subject to review by the Principal Equity Holder. The Parties agree to act in accordance with the computations and allocations as determined pursuant to this Section 2.11 in any relevant Tax Returns or filings, including any forms or reports required to be filed pursuant to Sections 755 and 1060 of the Code, the Treasury Regulations promulgated thereunder or any provisions of local, state and foreign law, and to cooperate in the preparation of any such forms and to file such forms in the manner required by applicable law.

          (b) Any issues with respect to the allocation which have not been finally resolved within 60 days following Closing shall be referred to the Independent Accounting Firm whose determination shall be final and binding upon the Parties.

      Section 2.12 Withholding . The Parties believe that no amounts are required to be deducted and withheld from amounts otherwise payable to any Person pursuant to this Agreement under any provision of federal, state, local or foreign Tax Law; provided , however , that the Purchaser shall be entitled to deduct and withhold or cause to be deducted and withheld from amounts otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to such payments under such provisions of applicable federal state, local or

foreign Tax Law set forth above. Any amounts so deducted and withheld will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

      Section 2.13 Earn-Out .

          (a) On or before March 31, 2010, the Purchaser shall deliver to the Principal Equity Holder a statement (the “ Estimated Earn-Out EBITDA Statement ”) setting forth in reasonable detail its reasonable good faith calculation of Earn-Out EBITDA (as defined in Section 2.13(h)). The Estimated Earn-Out EBITDA Statement shall be prepared in accordance with GAAP (as in effect on the Balance Sheet Date) and in a manner consistent (to the extent consistent with GAAP (as in effect on the Balance Sheet Date)) with the same accounting principles, practices, methodologies and policies used in the preparation of the Financial Statements.

          (b) Upon receipt from the Purchaser, the Principal Equity Holder shall have 30 days to review the Estimated Earn-Out EBITDA Statement (the “ Earn-Out EBITDA Review Period ”). If the Principal Equity Holder disagrees with the Purchaser’s computation of Earn-Out EBITDA, and the Principal Equity Holder’s computation of Earn-Out EBITDA would result in an increase in the amount of the Earn-Out Payment in excess of $1,500,000, the Principal Equity Holder may, on or prior to the last day of the Earn-Out EBITDA Review Period, deliver a notice to the Purchaser (the “ Earn-Out EBITDA Notice of Objection ”), which sets forth its objection to the Purchaser’s calculation of Earn-Out EBITDA; provided , however , that the Earn-Out EBITDA Notice of Objection shall include only objections based on (i) failure to conform the calculation of Earn-Out EBITDA to the definition of Earn-Out EBITDA and (ii) mathematical errors in the computation of Earn-Out EBITDA. Any Earn-Out EBITDA Notice of Objection shall specify those items or amounts with which the Principal Equity Holder disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Principal Equity Holder’s calculation of Earn-Out EBITDA based on such objections. To the extent not set forth in the Earn-Out EBITDA Notice of Objection, the Principal Equity Holder shall be deemed to have agreed with the Purchaser’s calculation of all other items and amounts contained in the Estimated Earn-Out EBITDA Statement. During the Earn-Out EBITDA Review Period, the Purchaser and Company shall permit the Principal Equity Holder and its Representatives upon reasonable notice to review the Purchaser’s and Company’s working papers, books and records relating to the determination of Earn-Out EBITDA and the Estimated Earn-Out EBITDA Statement, and the Purchaser shall make reasonably available any employees of the Purchaser or Company responsible for the calculation of Earn-Out EBITDA and the preparation of the Estimated Earn-Out EBITDA Statement in order to respond to the reasonable inquiries of the Principal Equity Holder.

          (c) Unless the Principal Equity Holder delivers the Earn-Out EBITDA Notice of Objection to the Purchaser within the Earn-Out EBITDA Review

Period, the Principal Equity Holder shall be deemed to have accepted the Purchaser’s calculation of Earn-Out EBITDA and the Estimated Earn-Out EBITDA Statement shall be final, conclusive and binding on all parties hereto. If the Principal Equity Holder delivers the Earn-Out EBITDA Notice of Objection to the Purchaser within the Earn-Out EBITDA Review Period, the Principal Equity Holder and the Purchaser shall, during the 30 days following such delivery or any mutually agreed extension thereof, use their reasonable best efforts to reach written agreement on the disputed items and amounts in order to determine Earn-Out EBITDA. If, at the end of such period or any mutually agreed extension thereof, the Principal Equity Holder and the Purchaser are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to the Independent Accounting Firm. The parties shall instruct the Independent Accounting Firm promptly to review this Section 2.13 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Earn-Out EBITDA set forth in the Estimated Earn-Out EBITDA Statement requires adjustment. The Independent Accounting Firm shall base its determination solely on submissions by the Principal Equity Holder and the Purchaser and not on an independent review. The Principal Equity Holder, Company and the Purchaser shall make available to the Independent Accounting Firm all relevant books and records and other items reasonably requested by the Independent Accounting Firm. As promptly as practicable, but in no event later than 30 days after its retention, the Independent Accounting Firm shall deliver to the Principal Equity Holder and the Purchaser a report which sets forth its resolution of the disputed items and amounts and its calculation of Earn-Out EBITDA; provided , however , that in no event shall Earn-Out EBITDA as determined by the Independent Accounting Firm be less than the Purchaser’s calculation of Earn-Out EBITDA set forth in the Estimated Earn-Out EBITDA Statement nor more than the Principal Equity Holder’s calculation of Earn-Out EBITDA set forth in the Earn-Out EBITDA Notice of Objection. The decision of the Independent Accounting Firm shall be final, conclusive, non-appealable and binding on the parties. After final determination of Earn-Out EBITDA, the Principal Equity Holder shall have no further right to make any claims against the Purchaser in respect of any element of Earn-Out EBITDA that the Principal Equity Holder raised or could have raised in the Earn-Out EBITDA Notice of Objection. The Principal Equity Holder and the Purchaser shall each pay their own costs and expenses incurred under this Section 2.13. The Independent Accounting Firm shall allocate to Purchaser the portion of its fees, costs and expenses equal to the portion of the contested amount of the Earn-Out Payment that is actually awarded to Principal Equity Holder and shall allocate the remainder of its fees, costs and expenses to the Principal Equity Holder.

          (d) For the purposes of this Agreement, “ Final Earn-Out EBITDA ” means Earn-Out EBITDA: (i) as shown in the Estimated Earn-Out EBITDA Statement delivered by the Purchaser to the Principal Equity Holder pursuant to Section 2.13(a), if no Earn-Out EBITDA Notice of Objection with respect thereto is timely delivered by the Principal Equity Holder to the Purchaser pursuant to Section 2.13(b); or (ii) if an Earn-Out EBITDA Notice of Objection is so delivered, (A) as agreed in writing

by the Principal Equity Holder and the Purchaser pursuant to Section 2.13(c) or (B) in the absence of such agreement, as shown in the Independent Accounting Firm’s calculation delivered pursuant to Section 2.13(c).

          (e) Concurrently with the Purchaser’s delivery of the Estimated Earn-Out EBITDA Statement, the Purchaser and Surviving Entity shall pay, or cause to be paid, to the Principal Equity Holder, on behalf of the Equity Holders, by wire transfer in immediately available funds, to an account designated in writing by the Principal Equity Holder, an aggregate amount equal to (i) an earn-out payment (an “ Earn-Out Payment ”) according to the following Earn-Out EBITDA thresholds (each, an “ Earn-Out EBITDA Threshold ”), minus (ii) the Transaction Expenses set forth in Section 2.13(e) of the Company Disclosure Schedule :

   The Earn-Out Payment shall be increased proportionately to the extent the Earn-Out EBITDA falls between Earn-Out EBITDA Thresholds; provided that in no event shall an Earn-Out Payment be payable if the Earn-Out EBITDA is less than $96,000,000. For the avoidance of doubt, in no event shall the Earn-Out Payment be greater than $50,000,000.

          (f) If Final Earn-Out EBITDA is greater than Earn-Out EBITDA set forth in the Estimated Earn-Out EBITDA Statement by more than $150,000, Purchaser and the Surviving Entity shall, within five Business Days after Final Earn-Out EBITDA is determined, pay, or cause to be paid, to the Principal Equity Holder, on behalf of the Equity Holders, by wire transfer in immediately available funds, to an account designated in writing by the Principal Equity Holder, an aggregate amount equal to the Earn-Out Adjustment, together with interest thereon at the Prime Rate, calculated on the basis of the actual number of days elapsed divided by 365, from the date on which the Estimated Earn-Out EBITDA Statement is delivered to the date of payment, minus the Transaction Expenses set forth in Section 2.13(e) of the Company Disclosure Schedule . The “ Earn-Out Adjustment ” is equal to the difference between (i) the amount paid by Purchaser and the Surviving Entity pursuant to Section 2.13(e) and (ii) the amount which would have been required to have been paid by Purchaser and the Surviving Entity pursuant to Section 2.13(e) if the Final Earn-Out EBITDA was used in the calculation of such amount; provided that no Earn-Out Adjustment shall be payable unless such adjustment is greater than $1,500,000.

          (g) For purposes of this Section 2.13, “ EBITDA ” means net income plus interest expense (net of interest income), Taxes based solely on Company’s net income (excluding, for the avoidance of doubt, all Taxes historically treated by Company as operational and included in EBITDA), depreciation and amortization as reflected on the Company’s Consolidated Statement of Operations for the applicable fiscal year, plus , solely to the extent deducted from the calculation above,

          (i) fees and expenses related to the matter referenced in Section 2.13(g)(i) of the Company Disclosure Schedule ;

          (ii) severance expenses for officers of Company and its Subsidiaries with the title of senior vice president or higher;

          (iii) any expenses, losses, charges or reserves (excluding the internal costs of services provided by employees of Company or its subsidiaries) related to any equity offering, acquisition, disposition, merger, minority investment, joint venture or recapitalization or the incurrence or refinancing of Indebtedness (including any redemption premiums, prepayment penalties and prepayment premiums) (in each case, for any such action taken during the period from and after the Closing and through and until December 31, 2009 and whether or not consummated) and any amendment or modification to the terms of any such transactions;

          (iv) any non-cash impairment charges related to goodwill, extraordinary non-cash charges or charges related to purchase accounting;

          (v) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid (or any accruals related to such fees or related expenses) (including by means of a dividend) during such period to the Purchaser or any Affiliate;

          (vi) any consulting or administrative fees and non-cash expenses incurred by the Company or a subsidiary in connection with any equity plan, stock option plan or phantom or similar equity plan;

          (vii) (A) compensation or other fees paid to directors or members of Company’s board of managers in excess of $270,000 in the aggregate; and (B) non-recurring payments to any of the 15 most highly compensated members of management of Company and its Subsidiaries as of the date of this Agreement;

          (viii) information technology and related expenses (excluding amortization and depreciation) to the extent they exceed $5,500,000;

          (ix) recurring or non-recurring costs incurred to achieve any synergies resulting from, or relating to, the acquisition by Company or any of its Subsidiaries of any assets, Person, division, operating unit, segment, business, or line of business during the period from and after the Closing and through and until December 31, 2009 (an “ Acquired Business ”); and

          (x) any losses arising from derivative instruments;

less , solely to the extent included in the calculation above,

          (i) any income or gain from the extinguishment of Indebtedness during the period from and after the Closing and through and until December 31, 2009 and any amendment or modification to the terms of any such transaction;

          (ii) extraordinary non-cash gains;

          (iii) gains on any disposition, merger, minority investment, joint venture or recapitalization (in each case, for any such action taken during the period from and after the Closing and through and until December 31, 2009), and any amendment or modification to the terms of any such transaction;

          (iv) income or gains related to the matter referenced in Section 2.13(g)(i) of the Company Disclosure Schedule ;

          (v) income or gains related to purchase accounting;

          (vi) any insurance proceeds (excluding proceeds from workers’ compensation insurance) to the extent the proceeds are included in EBITDA but the loss giving rise to such proceeds are not so included; and

          (vii) any gains arising from derivative instruments.

          (h) For purposes of this Section 2.13, “ Earn-Out EBITDA ” means EBITDA for the fiscal year ended December 31, 2009 less an amount equal to the EBITDA for the fiscal year ended December 31, 2009 directly attributable to (i) any Acquired Business and (ii) any synergies resulting from, or relating to, such Acquired Business.

          (i) Each item added or subtracted pursuant to Section 2.13(g) shall be calculated without duplication of any other such item in 2.13(g) or subtraction or addition of a corresponding item in Section 2.13(h) and regardless of whether such other item is an addition to or subtraction from EBITDA or Earn-Out EBITDA.

          (j) For the avoidance of doubt, the parties agree that charges or accruals, if any, relating to Company’s obligation to make the Earn-Out Payment shall not be taken into account in calculating Earn-Out EBITDA.

          (k) Each item included in the calculation of Earn-Out EBITDA shall be calculated in accordance with GAAP (as in effect on the Balance Sheet Date) and in a manner consistent (to the extent consistent with GAAP (as in effect on the Balance Sheet Date)) with the same accounting principles, practices, methodologies and policies used in the preparation of the Financial Statements.

          (l) The Principal Equity Holder, as disbursement agent, shall distribute to the Equity Holders (including the Rollover Equity Holders) such Equity Holders’ Allocable Share of an Earn-Out Payment or Earn-Out Adjustment, if any.

      Section 2.14 Conduct of the Companies During Earn-Out Period . From and after the Closing and through and until December 31, 2009:

          (a) The Principal Equity Holder, on behalf of the Equity Holders, acknowledges, understands and agrees that, after the Closing, Purchaser and its Affiliates (including, from and after the Closing, the Surviving Entity and its Subsidiaries) (i) have complete control and sole and absolute discretion with respect to decisions concerning the operations of the business and assets of Company and its Subsidiaries and (ii) are only required to take actions in connection with Company and its Subsidiaries that Purchaser and its Affiliates believe to be in the best interests of Purchaser and, as applicable, its Affiliates, and do not owe any duties to the Equity Holders or their Affiliates by virtue of Section 2.13 or this Section 2.14 (other than to make the Earn-Out Payment); provided , however , (A) Purchaser shall not cause Company to take or fail to take any action, and Company shall not take or fail to take any action, in any such event with the purpose of frustrating the ability of the Principal Equity Holder, on behalf of the Equity Holders, to receive the maximum permissible Earn-Out Payment pursuant to Section 2.13 hereof and (B) Purchaser shall not sell, transfer, assign or otherwise dispose of (directly or indirectly) outside of the ordinary course of business assets used primarily in Company’s business to a Person who is an Affiliate of Purchaser.

          (b) In the event that Company or any of its Subsidiaries disposes of (i) any business set forth in Section 2.14(b) of the Company Disclosure Schedule (each of such businesses, a “ Specified Sold Business ”), the Earn-Out EBITDA shall be calculated including (A) any actual EBITDA contribution from such Specified Sold Business from January 1, 2009 through the date of disposition of such Specified Sold Business and (B) the projected EBITDA contribution from the date of disposition of such

Specified Sold Business through December 31, 2009 as set forth in the Company’s budget for fiscal year 2009; or (ii) any other group of assets, Person, division operating unit, segment, business, or line of business (any such business, an “ Other Sold Business ”), (x) the Earn-Out EBITDA shall be calculated after having excluded any EBITDA contribution from such Other Sold Business and (y) each of the Earn-Out EBITDA Thresholds shall be proportionately reduced by a percentage equal to (A) the EBITDA contributed by such Other Sold Business divided by (B) the EBITDA of Company, in each case, for the twelve-month period ending on the last day of the fiscal quarter immediately preceding such disposition.

          (c) In the event Purchaser shall (1) sell, transfer, assign or otherwise dispose of (directly or indirectly) all or substantially all of the business assets used primarily in Company’s business to a Person who is not an Affiliate of Purchaser, or (2) consummate any consolidation, merger, combination or other similar transaction in which the voting control of the surviving entity is transferred to a Person who is not an Affiliate of Purchaser, or (3) sell, transfer, assign or otherwise dispose of (directly or indirectly) voting equity interests in Company if as a result of such sale, transfer, assignment or disposition voting control of the surviving entity is transferred to a Person who is not an Affiliate of Purchaser, the obligations of Purchaser hereunder shall be accelerated and the Principal Equity Holder, on behalf of the Equity Holders, shall immediately be entitled to and promptly receive $50,000,000 minus the Transaction Expenses set forth in Section 2.13(e) of the Company Disclosure Schedule .

          (d) No later than 45 days after the end of the fiscal quarters ending March 31, June 30 and September 30, 2009, Company shall provide to the Principal Equity Holder such financial information and management reports as are provided to the lenders under any Indebtedness of Company along with other backup information on “EBITDA” reasonably requested by Principal Equity Holder and readily available.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF COMPANY

     Except as set forth on the Company Disclosure Schedule to the extent set forth in Section 10.9 hereof or as set forth in Company’s Annual Reports on Form 10-K for the years ended December 31, 2006 and December 31, 2007, Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 and Company’s Current Reports on Form 8-K filed since January 1, 2008, in each case, filed with the SEC by the Company prior to the date hereof (excluding disclosures set forth in the “Risk Factors” section, “Forward-Looking Statements” or any other forward looking statements that are cautionary in nature), Company represents and warrants to Purchaser and Merger Sub as follows:

      Section 3.1 Corporate Status . Each of Company and its Subsidiaries is duly incorporated or organized and validly existing under the Laws of its governing jurisdiction and each (a) has all requisite corporate or limited liability company power and authority to carry on its business as it is now being conducted and (b) is duly qualified to do business and is in good standing in each of the jurisdictions in which the ownership, operation or leasing of its properties and assets and the conduct of the Business requires it to be so qualified, except, in the case of clause (b), where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

      Section 3.2 Authorization . Company has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Managers of Company and no other limited liability company proceedings are necessary for Company to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Company, and (assuming due authorization, execution and delivery by Purchaser and Merger Sub) constitutes a valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

      Section 3.3 No Conflict . Except as set forth in Section 3.3 of the Company Disclosure Schedule and assuming all Governmental Filings and waiting periods described in or contemplated by Section 3.4 have been obtained or made, or have expired, the execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby will not (a) violate any applicable Law or Governmental Order to which Company or the Subsidiaries of Company are subject or by which any properties or assets of Company or any Subsidiary of Company are bound, (b) conflict with, result in a violation or breach of, or constitute a default under, result in the acceleration, cancellation, termination or modification of or create in any party the right to accelerate, modify, terminate, cancel, or require the consent of any Person under any Company Contract or (c) violate the charter, bylaws or other organizational documents of Company or the Subsidiaries of Company, other than, in the case of clauses (a) and (b) above, any such violations, conflicts, breaches, defaults, cancellations, modifications, terminations, accelerations or rights that would not reasonably be expected to have a Material Adverse Effect and would not materially impair or delay Company’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

      Section 3.4 Governmental Filings . No filings or registrations with, notifications to, or authorizations, consents or approvals of, a Governmental Entity

(collectively, “ Governmental Filings ”) are required to be obtained or made by Company or the Subsidiaries of Company in connection with the execution and delivery of this Agreement by Company or the consummation by Company of the transactions contemplated hereby, except (a) compliance with and filings under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), (b) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “ HSR Act ”), (c) Governmental Filings set forth on Section 3.4 of the Company Disclosure Schedule and (d) such other Governmental Filings, the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and would not materially impair or delay Company’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

      Section 3.5 Capital Structure .

          (a) The authorized capital stock of Company consists of (i) 9,500,000 Class A Units, (ii) 200,000 Class B Units, and (iii) 300,000 Class C Units. As of July 24, 2008 (the “ Capitalization Date ”), Company had (i) 890,985 Class A Units issued and outstanding, (ii) 77,627 Class B Units issued and outstanding, and (iii) 121,641 Class C Units issued and outstanding. Except as set forth in the Company Operating Agreement and except as set forth in Section 3.5(a) of the Company Disclosure Schedule , the Units are duly authorized, validly issued, fully paid and nonassessable, free and clear of Encumbrances and have not been issued in violation of preemptive or similar rights. Except as set forth in the Company Operating Agreement and except as set forth in Section 3.5(a) of the Company Disclosure Schedule , there are no (i) equity interests reserved for issuance, (ii) outstanding obligations, options, warrants, convertible securities or other rights, agreements or commitments relating to the equity interests of Company or obligating Company to issue or sell or otherwise transfer equity interests of Company, (iii) outstanding obligations of Company to repurchase, redeem or otherwise acquire equity interests of Company or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person or (iv) voting trusts, equity holder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the equity interests of Company. From the Capitalization Date to the date of this Agreement, there have been no changes to the information set forth in this Section 3.5. Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the holders of equity interests of Company or any of its Subsidiaries on any matter. Company has made available to Purchaser a complete and correct copy of the Company Operating Agreement, as in effect on the date hereof.

          (b) Section 3.5(b) of the Company Disclosure Schedule sets forth, as of the date hereof, a list of all Subsidiaries of Company, including its name, its jurisdiction of incorporation or organization, its authorized and outstanding capital stock (or other

equity interests) and the percentage of its outstanding capital stock (or other equity interests) owned by Company or a Subsidiary of Company (as applicable). Except as set forth in Section 3.5(b) of the Company Disclosure Schedule , the shares of outstanding capital stock (or other equity interests) of the Subsidiaries of Company are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of preemptive or similar rights, and are held of record by Company or a Subsidiary of Company (as applicable), free and clear of Encumbrances. Except as set forth in Section 3.5(b) of the Company Disclosure Schedule , there are no (i) equity interests of any Subsidiary of Company reserved for issuance (ii) outstanding obligations, options, warrants, convertible securities or other rights, agreements or commitments relating to the capital stock (or other equity interests) of the Subsidiaries of Company or obligating Company or its Subsidiaries to issue or sell or otherwise transfer shares of the capital stock (or other equity interests) of the Subsidiaries of Company, (iii) outstanding obligations of the Subsidiaries of Company to repurchase, redeem or otherwise acquire shares of their respective capital stock (or other equity interests) or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person or (iv) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock (or other equity interests) of the Subsidiaries of Company. No Subsidiary of Company has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders or holder of equity interests of Company or any of its Subsidiaries on any matter. Except as set forth in Section 3.5(b) of the Company Disclosure Schedule , Company has made available to Purchaser complete and correct copies of its Subsidiaries’ certificates of incorporation and bylaws (or other similar constituent documents), as in effect on the date hereof.

          (c) Other than the Subsidiaries of Company or as otherwise set forth in Section 3.5(c) of the Company Disclosure Schedule , there are no Persons in which any of Company or its Subsidiaries owns any equity interest.

          (d) As of the date of this Agreement the only outstanding Indebtedness of Company and its Subsidiaries is: (i) $257,279,285.72 of outstanding principal amount of Indebtedness under the Credit Facility, plus accrued and unpaid interest; (ii) $178,865,040.21 principal amount of the Notes outstanding, plus accrued and unpaid interest; (iii) $32,399,835 face amount in outstanding letters of credit; and (iv) those amounts set forth in Section 3.5(d) of the Company Disclosure Schedule .

      Section 3.6 SEC Filings .

          (a) Company has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC since January 1, 2005 (the “ Company SEC Documents ”). As of their respective dates, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules

and regulations promulgated thereunder, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and did not at the time they were filed (or if amended, restated or superseded prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary of Company is subject to the periodic reporting requirements of the Exchange Act. Company has made available (including, by making such documents publicly available) to Purchaser correct and complete copies of all material correspondence between the SEC, on the one hand, and Company and any of its Subsidiaries, on the other hand, occurring since January 1, 2005 and prior to the date hereof. To the Knowledge of Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment or outstanding SEC investigation.

          (b) Except as set forth in Section 3.6(b) of the Company Disclosure Schedule , each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents and the consolidated financial statements as of and for the quarterly period ended June 30, 2008 set forth in Section 3.6(b) of the Company Disclosure Schedule (collectively, the “ Financial Statements ”): (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC with respect to unaudited interim financial statements filed on Form 10-Q, Form 8-K or any successor form under the Exchange Act, and (iii) fairly presented, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of Company’s operations and cash flows for the periods indicated (subject, in the case of unaudited statements, to normal year-end adjustments, and the absence of footnotes).

          (c) Company has established and maintains disclosure controls and procedures over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in Company’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all material information is accumulated and communicated to Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and, to the Knowledge of Company, such disclosure controls and procedures are effective in timely alerting Company’s principal executive officer and its principal financial officer to

material information required to be included in Company’s periodic reports required under the Exchange Act. As of December 31, 2007, Company has concluded, following an evaluation under the supervision and with the participation of Company’s principal executive officer and its principal financial officer of the effectiveness of Company’s disclosure controls and procedures, that Company’s disclosure controls and procedures were effective.

      Section 3.7 Undisclosed Liabilities . Except for liabilities (a) which are accrued or reserved against in the Balance Sheet (or reflected in the notes thereto), (b) incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice which would not reasonably be expected to have a Material Adverse Effect, or (c) included as Transaction Expenses in the calculation of Initial Cash Merger Consideration, Company and its Subsidiaries do not have any material liabilities of any nature, whether or not accrued, contingent or otherwise.

      Section 3.8 Absence of Certain Changes . Except as set forth in Section 3.8 of the Company Disclosure Schedule , from the Balance Sheet Date, there has not occurred any Material Adverse Change. Except as expressly contemplated by this Agreement or as set forth in Section 3.8 of the Company Disclosure Schedule , from the Balance Sheet Date through the date of this Agreement, Company and its Subsidiaries have conducted the Business in the ordinary course in all material respects, and none of Company or its Subsidiaries has:

          (a) amended its charter or bylaws or other organizational documents;

          (b) adopted a plan or agreement of liquidation, dissolution, restructuring, merger, consolidation, restructuring, recapitalization, amalgamation or other reorganization;

          (c) (i) issued, sold, transferred, pledged, disposed of or suffered any Encumbrance on any shares of its capital stock (or other equity interests) or other securities, (ii) granted any options, warrants or other rights to purchase or obtain any shares of its capital stock (or other equity interests) or other securities, (iii) split, combined, subdivided or reclassified any shares of its capital stock (or other equity interests), (iv) established a record date for, declared, set aside or paid any dividend or other distribution, other than any dividend or distribution by a wholly-owned Subsidiary of Company to any of Company or another wholly-owned Subsidiary of Company or (v) redeemed, purchased or otherwise acquired any shares of its capital stock (or other equity securities);

          (d) (i) redeemed, repurchased, prepaid, made any principal payments on, defeased, cancelled, incurred or otherwise acquired, modified the terms of, issued any or assumed, guaranteed or endorsed, or otherwise became responsible for any Indebtedness, other than Indebtedness for letters of credit or fidelity, surety or completion

bonds, in each case, entered into in the ordinary course of business or (ii) granted any Encumbrance (other than Permitted Encumbrances) in any assets to secure any Indebtedness;

          (e) made any loan, advance or capital contribution to or investment in any Person, other than wholly-owned Subsidiaries, in excess of $500,000;

          (f) except as required under the terms of any Company Plan, collective bargaining agreement or Individual Agreement disclosed in the Company Disclosure Schedule or as required by Law (it being understood that the foregoing exceptions shall be disregarded in their entirety for purposes of this Section 3.8(f), but fully applicable in respect of Section 6.1), (i) increased (A) the benefits under any Company Plan, Individual Agreement or otherwise for any consultant whose total annual compensation exceeds $150,000 or any officer (which term shall not include security officers unless they serve as company officers) or director of any of Company or its Subsidiaries or (B) the compensation payable to any such officer, director or consultant of any of Company or its Subsidiaries, (ii) amended or adopted any Company Plan or Individual Agreement, or (iii) terminated the services of any such officer, director or consultant of any of Company or its Subsidiaries except, in each of clauses (i), (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to materially increase the liabilities and obligations of the Company after the Closing;

          (g) entered into or consummated any transaction involving the acquisition of the business, stock, rights, assets or other properties of any other Person for consideration in excess of $2,000,000, except pursuant to existing Contracts provided to Purchaser prior to the date hereof;

          (h) sold, leased, pledged, licensed or otherwise disposed of any amount of assets, rights or property (whether real, personal, tangible or intangible, and including Intellectual Property) for consideration in excess of $1,000,000, except pursuant to existing Contracts provided to Purchaser prior to the date hereof;

          (i) except as may be required as a result of a change in Law or in GAAP, changed any of its accounting principles or practices;

          (j) made or rescinded any material tax election with respect to Company or its Subsidiaries, other than in the ordinary course of business;

          (k) (i) compromised or settled any Action (A) resulting in an obligation to pay more than $500,000 for any individual Action or $4,000,000 for all Actions in the aggregate (other than with respect to any claims for workers compensation in the ordinary course of business) or (B) that restricts the operation of the Business as currently conducted, or (ii) compromised or settled any Action in respect of a claim to receive any payment of more than $500,000 for any individual claim or $4,000,000 for

all claims in the aggregate (other than with respect to any claims for workers compensation in the ordinary course of business);

          (l) entered into, renewed, materially amended, failed to renew, cancelled or terminated any Company Contract or Contract which if entered into prior to the date hereof would be a Company Contract, other than in the ordinary course of business;

          (m) failed to maintain in full force and effect the material insurance policies covering Company and its Subsidiaries and their respective properties, assets and businesses in a form and amount consistent with past practices;

          (n) except as may be required by Law, entered into, amended in any material respect, extended or otherwise modified in any material respect any collective bargaining agreement; or

          (o) agreed or committed to take any of the actions described in Sections 3.8(a) through 3.8(n).

      Section 3.9 Legal Proceedings . (a) Except as set forth in Section 3.9 of the Company Disclosure Schedule , there are no Actions pending or, to the Knowledge of Company, threatened against Company or the Subsidiaries of Company, which (i) if adversely determined, would reasonably be expected to have a Material Adverse Effect or (ii) challenge the validity or enforceability of this Agreement or seek to enjoin or prohibit consummation of the transactions contemplated hereby.

          (b) Except as set forth in Section 3.9 of the Company Disclosure Schedule , none of Company or its Subsidiaries is subject to any Governmental Order or settlement agreement or, to the Knowledge of Company, continuing investigation by any Governmental Entity, which would reasonably be expected to have a Material Adverse Effect or would materially impair or delay Company’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

      Section 3.10 Compliance with Laws . Except as set forth in Section 3.10 of the Company Disclosure Schedule , Company and its Subsidiaries have been since January 1, 2006, and are currently operating the Business in compliance with applicable Laws (other than with respect to Environment Laws, which are the subject of Section 3.11), other than non-compliance with applicable Laws that would not reasonably be expected to have a Material Adverse Effect. All approvals, permits and licenses of Governmental Entities (collectively, “ Permits ”) required to conduct the Business as currently conducted have been obtained by one or more of Company or its Subsidiaries and except as set forth on Section 3.10 of the Company Disclosure Schedule , all such Permits are in full force and effect and the Business is being operated in compliance therewith, and there are no Actions pending or, to the Knowledge of Company,

threatened to terminate rights under any such Permits, except, in each case, as would not reasonably be expected to have a Material Adverse Effect (except that this sentence shall not apply to Permits covered by Section 3.11(a)).

      Section 3.11 Environmental Matters . Except as set forth in Section 3.11 of the Company Disclosure Schedule , or as would not reasonably be expected to have a Material Adverse Effect:

          (a) Each of Company and its Subsidiaries has obtained all Permits that are required under applicable Environmental Law for the operation of the Business as currently being conducted and all such Permits are in full force and effect and the Business is being operated in compliance therewith and there are no Actions pending or, to the Knowledge of Company, threatened to terminate rights under any such Permits;

          (b) Each of Company and its Subsidiaries is operating the Business in compliance with, and, to the Knowledge of Company, has not violated any, Environmental Laws;

          (c) To the Knowledge of Company, neither Company nor any of its Subsidiaries has caused a release or discharge of any Hazardous Substances on, under, in, from or about the Leased Real Property or any other location; and, to the Knowledge of Company, there have been no Hazardous Substances that have been released or discharged on, under, in, from or about the Leased Real Property, any real property formerly leased by Company or any of its Subsidiaries, or any property at which Company or its Subsidiaries perform or have performed services as to which Company or any of its Subsidiaries is reasonably likely to be subject to liability;

          (d) none of Company or its Subsidiaries has received any written notice, demand, letter, information request or claim alleging a violation or liability under any Environmental Law or a liability relating to the release of or exposure to Hazardous Substances; none of Company or its Subsidiaries is party to any Action or Governmental Order alleging material liability under any Environmental Law or relating to Hazardous Substances;

          (e) None of Company or its Subsidiaries has, in connection with the sale or acquisition of assets or a business, expressly agreed to assume or retain liabilities pursuant to applicable Environmental Law or relating to Hazardous Substances, that would reasonably be expected to result in a claim against Company or any of its Subsidiaries; and

          (f) Company has made available all reports containing material information relating to actual or potential liability of Company pursuant to applicable Environmental Law or with respect to the release of or exposure to Hazardous Substances, that are in the possession of Company or any of its Subsidiaries, and that have been

prepared (i) since January 1, 2005, or (ii) prior to that time, of which Company has Knowledge.

          (g) As used herein, “ Environmental Law ” means any Law regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health and safety with respect to the release of or exposure to Hazardous Substances. “ Hazardous Substance ” means any substance that is (i) listed, classified, regulated or defined pursuant to Environmental Law, (ii) any pollutant, contaminant, hazardous waste, hazardous substance, hazardous material, toxic substance, deleterious substance or dangerous good and (iii) any petroleum product or by-product and any asbestos-containing material.

      Section 3.12 Taxes . Except as set forth in Section 3.12 of the Company Disclosure Schedule : (a) Company and its Subsidiaries (i) have timely filed (taking into account valid extensions) all material Tax Returns required to have been filed by them and all such Tax Returns are complete and correct in all material respects, (ii) have timely paid all material Taxes due and payable with respect to such Tax Returns and (iii) with respect to any period for which Tax Returns have not yet been filed or for which Taxes are not yet due or owing, have made adequate accruals for such Taxes on the Financial Statements as required by GAAP; (b) there are no pending or, to the Knowledge of Company, threatened Actions for the assessment or collection of material Taxes with respect to any of Company or its Subsidiaries; (c) there are no liens for material Taxes against any of the assets of any of Company or its Subsidiaries, other than Permitted Encumbrances; (d) none of Company or its Subsidiaries has executed or filed with any Tax authority any agreement extending the period for assessment or collection of any material Taxes; (e) no written claim has been received from a Governmental Entity in a jurisdiction where Company or any Subsidiary does not file Tax Returns asserting that Company or any Subsidiary is or may be subject to taxation in any such jurisdiction; (f) Company and its Subsidiaries have materially complied with all applicable Tax Laws relating to the payment and withholding of Taxes and have duly and timely withheld and paid over to the appropriate Governmental Entity all material amounts required to be so withheld and paid under all applicable Tax Laws; (g) for U.S. federal income tax purposes Company and each of its Subsidiaries, other than Allied Security Finance Corp., are treated as partnerships or disregarded entities and are not taxable as corporations and have not been taxable as corporations since their respective formations; (h) other than the Company Operating Agreement, neither Company nor any of its Subsidiaries is a party to, or bound by, or has any obligation under, any Tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person; (i) neither Company nor any of its Subsidiaries has participated in or has any liability or obligation with respect to any “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4; (j) Company and each of its Subsidiaries that is treated as a partnership for U.S. federal income tax purposes has made and maintained a valid election under Section 754 of the Code; (k) no closing agreement pursuant to Section 

7121 of the Code (or any similar provision of any state, local or foreign law) has been entered into by or with respect to Company or any of its Subsidiaries; (l) neither Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state or local income Tax law) executed on or prior to the Closing Date, (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state or local income Tax law), (iv) installment sale or open transaction disposition made on or prior to the Closing Date, or (v) prepaid amount received on or prior to the Closing Date; and (m) none of Company’s or any of its Subsidiaries’ section 197 intangibles described in subparagraph (A) or (B) of Section 197(d)(1) of the Code are excluded from the term “amortizable Section 197 intangible” by reason of Section 197(f)(9) of the Code.

      Section 3.13 Labor . Except as set forth in Section 3.13 of the Company Disclosure Schedule : (a) none of Company or its Subsidiaries is a party to any collective bargaining agreement or similar arrangement with any labor union, including any memorandum of understanding or neutrality agreement, applicable to employees of any of Company or its Subsidiaries, nor is any such agreement currently being negotiated; (b) no work stoppage, strike, slowdown or similar labor dispute involving any of Company or its Subsidiaries is pending, has occurred in the two years preceding the date hereof or, to the Knowledge of Company, is threatened; (c) to the Knowledge of Company, no union organization effort is presently being made or threatened on behalf of any labor union with respect to employees of Company or its Subsidiaries; (d) there is no material unfair labor practice charge or complaint pending or, to the Knowledge of Company or its Subsidiaries, threatened against or otherwise affecting Company or its Subsidiaries; (e) neither Company nor any of its Subsidiaries is a party to, otherwise bound by, or the subject of any consent decree with any Governmental Entity relating to employees or employment practices; (f) neither Company nor any of its Subsidiaries has effectuated a “plant closing” or “mass layoff” since January 1, 2006 that gave rise or would reasonably be expected to give rise to any material liability under the Worker Adjustment and Retraining Notification Act of 1988 (together with any similar state or local law, rule or regulation, “ WARN ”); and (g) Company and its Subsidiaries are operating the Business in compliance with all Labor Laws relating to employees or employment practices, other than non-compliance which would not reasonably be expected to have a Material Adverse Effect. “ Labor Laws ” means any applicable Law relating to employment standards, health and safety, labor relations, unemployment and workers’ compensation insurance, equal opportunity, and/or wages, hours and terms and conditions of employment.

      Section 3.14 Employee Benefit Plans .

          (a) Section 3.14(a) of the Company Disclosure Schedule contains a true and complete list of each (i) material deferred compensation, incentive compensation, stock purchase, stock option and other equity compensation plan, arrangement, program or agreement; each material severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)); each material profit-sharing, stock bonus or other “pension” plan, fund or program (within the meaning of section 3(2) of ERISA); and ea