MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

MEMBERSHIP INTEREST AND ASSET PURCHASE
AGREEMENT

ALLIANCE DATA NETWORK SERVICES LLC,

ALLIANCE DATA SYSTEMS CORPORATION

HEARTLAND ACQUISITION, LLC

AND

HEARTLAND PAYMENT SYSTEMS, INC.

DATED AS OF MAY 2, 2008

TABLE OF CONTENTS

				Page
ARTICLE 1 MEMBERSHIP INTEREST PURCHASE; ASSET PURCHASE; PURCHASE PRICE; DEFINITIONS					1
Section 1.1		Basic Transaction			1
Section 1.2		Closing			2
Section 1.3		Purchase Price			4
Section 1.4		Definitions			6
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER, THE COMPANY AND ADSC					14
Section 2.1		Organization and Qualification			14
Section 2.2		Capitalization of the Company			15
Section 2.3		Authority			15
Section 2.4		Financial Statements			16
Section 2.5		Consents and Approvals; No Violations			16
Section 2.6		Material Contracts			17
Section 2.7		Absence of Changes			18
Section 2.8		Litigation			20
Section 2.9		Permits; Compliance with Laws			20
Section 2.10		Employee Plans			20
Section 2.11		Environmental Matters			21
Section 2.12		Intellectual Property			22
Section 2.13		Labor and Employment Matters			24
Section 2.14		Insurance			24
Section 2.15		Tax Matters			24
Section 2.16		Brokers			25
Section 2.17		Real Property			26
Section 2.18		Title and Sufficiency of Assets			27
Section 2.19		Undisclosed Liabilities			27
Section 2.20		Notes and Accounts Receivable			27
Section 2.21		Inventory			28
Section 2.22		Powers of Attorney			28
Section 2.23		Business Continuity			28
Section 2.24		Certain Business Relationships			28
Section 2.25		Customers and Suppliers			28

				Page
Section 2.26		EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES			28
Section 2.27		WFNNB			29
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER AND HPS					29
Section 3.1		Organization			29
Section 3.2		Authority			29
Section 3.3		Consents and Approvals; No Violations			29
Section 3.4		Brokers			30
Section 3.5		Sufficient Funds			30
Section 3.6		Litigation			30
ARTICLE 4 COVENANTS					30
Section 4.1		Conduct and Preservation of Business			30
Section 4.2		Tax Matters			32
Section 4.3		Access to Information			33
Section 4.4		Efforts to Consummate			33
Section 4.5		Public Announcements			34
Section 4.6		Employee Matters			34
Section 4.7		Indemnification of Officers and Directors			38
Section 4.8		Assumed Contracts; Notices and Consents			38
Section 4.9		Exclusivity			39
Section 4.10		Cooperation			40
Section 4.11		Confidentiality			40
Section 4.12		Restrictive Covenants			41
Section 4.13		Escrow			43
Section 4.14		Audit Support			43
Section 4.15		Covenants regarding WFNNB			43
Section 4.16		Covenants regarding Processing Agreement			44
ARTICLE 5 CONDITIONS TO CONSUMMATION OF THE ACQUISITION					44
Section 5.1		Conditions to the Obligations of Seller and Buyer			44
Section 5.2		Other Conditions to the Obligations of Buyer and HPS			44
Section 5.3		Other Conditions to the Obligations of Seller and ADSC			45
ARTICLE 6 TERMINATION; AMENDMENT; WAIVER					46
Section 6.1		Termination			46
Section 6.2		Effect of Termination			46
Section 6.3		Fees and Expenses			47

				Page
Section 6.4		Amendment			47
Section 6.5		Extension; Waiver			47
ARTICLE 7 SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION					47
Section 7.1		Survival of Representations			47
Section 7.2		General Indemnification			48
Section 7.3		Third Party Claims			51
Section 7.4		Other Indemnification Matters			52
Section 7.5		Exclusive Post-Closing Remedy			53
ARTICLE 8 MISCELLANEOUS					53
Section 8.1		Entire Agreement; Assignment			53
Section 8.2		Notices			54
Section 8.3		Governing Law; Jurisdiction			55
Section 8.4		Construction; Interpretation			55
Section 8.5		Parties in Interest			55
Section 8.6		Severability			55
Section 8.7		Counterparts			55
Section 8.8		Waiver of Jury Trial			55
Section 8.9		Specific Performance			55
Section 8.10		ADSC Guarantee			56
Section 8.11		HPS Guarantee			56

SCHEDULES
KE			—			Key Employees
1.4			—			Permitted Liens
2.5			—			Consents
2.6			—			Material Contracts
2.7			—			Certain Events
2.8			—			Litigation
2.10(a)			—			Business Employees and Business Contractors
2.10(b)			—			Employee Plans
2.12(a)			—			Intellectual Property Rights
2.12(b)			—			Intellectual Property
2.12(c)			—			Third Party Intellectual Property
2.13			—			Labor Matters
2.14			—			Insurance
2.17(b)			—			Leased Real Property
2.20			—			Notes and Accounts Receivable
2.21			—			Inventory
2.24			—			Certain Business Relationships
2.25			—			Customers and Suppliers
4.3			—			Access to Information
4.6			—			Certain Seller Business Employees

EXHIBITS
A			—			Assets
B			—			Assumed Liabilities
C			—			Form of Transition Services Agreement
D			—			Form of BIN Sponsorship Agreement
E			—			Form of ITS Agreement
F			—			Form of Bill of Sale
G			—			Form of Assignment and Assumption Agreement
H			—			Form of Escrow Agreement
I			—			Material Third Party Consents
J			—			Allocation
K			—			Assumed Contracts
L			—			Net Working Capital as of March 31, 2008
M			—			Confidentiality Agreement
N			—			Supplemental Agreement

MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT

     THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of May 2, 2008 is made by and among Alliance Data Network Services LLC, a Delaware limited liability company (the “ Company ”), ADS Alliance Data Systems, Inc., a Delaware corporation (“ Seller ”), Alliance Data Systems Corporation, a Delaware corporation (“ ADSC ”), Heartland Acquisition, LLC, a Delaware limited liability company (“ Buyer ”), and Heartland Payment Systems, Inc., a Delaware corporation (“ HPS ”). The Company, Seller, ADSC, Buyer, and HPS are referred to herein from time to time collectively as the “ Parties ” and individually as a “ Party .”

PRELIMINARY STATEMENTS

     1. ADSC is the owner of all of the issued and outstanding equity securities of Seller.

     2. Seller and the Company, directly or indirectly, own, or hold valid licenses with respect to or valid leasehold interests in, all of the assets used in the operation of Seller’s network services division (the “ Division ”).

     2. The Company is included within the Division and owns certain assets of the Division.

     3. Seller is the owner of all of the issued and outstanding membership interests (the “ Company Interests ”) of the Company.

     4. HPS is the owner of all of the issued and outstanding equity securities of Buyer.

     5. In order to effect the sale of the Division to Buyer, the Parties desire that, on the terms and subject to the conditions hereof, Buyer will purchase from Seller, and Seller will sell to Buyer, the Company Interests and the assets of Seller (with respect to the Division) identified on Exhibit A, attached hereto (the “ Assets ”) in exchange for the Purchase Price.

     NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

ARTICLE 1
MEMBERSHIP INTEREST PURCHASE; ASSET PURCHASE; PURCHASE PRICE;
DEFINITIONS

      Section 1.1 Basic Transaction .

          (a) Purchase and Sale . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will purchase from Seller, and Seller will sell to Buyer, (i) the Company Interests (such transaction, the “ Equity Purchase ”) and (ii) the Assets (such transaction, the “ Asset Purchase ” and, together with the Equity Purchase, the “ Acquisition ”), in exchange for the Purchase Price.

          (b) Assumption of Liabilities . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will assume and become responsible for certain Liabilities of the Division set forth and described on Exhibit B attached hereto (the “ Assumed Liabilities ”). Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of Seller, the Company, ADSC or any of their Affiliates not included within the definition of Assumed Liabilities.

      Section 1.2 Closing .

          (a) Time and Place of Closing . The closing of the Acquisition (the “ Closing ”) shall take place at 10:00 a.m., Dallas, Texas time, on a date to be specified by the Parties (the “ Closing Date ”), which date shall be no later than the second Business Day after satisfaction (or waiver) of the conditions set forth in ARTICLE 5 (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Akin Gump Strauss Hauer & Feld, LLP, 1700 Pacific Avenue, Dallas, Texas 75201, unless another time, date or place is agreed to in writing by the Parties.

          (b) Deliveries and Proceedings at the Closing . At the Closing:

               (i) Transition Agreements . Seller and Buyer shall enter into the following agreements: (A) a transition services agreement substantially in the form attached as Exhibit C hereto (the “ Transition Services Agreement ”); (B) a transition BIN sponsorship agreement substantially in the form attached as Exhibit D hereto (the “ BIN Sponsorship Agreement ”) and (C) an information technology services agreement substantially in the form attached as Exhibit E hereto (the “ ITS Agreement ”).

               (ii) Deliveries by Seller . Seller shall deliver to Buyer:

               (A) the Final Certificate and Flow of Funds Memorandum, duly executed by Seller and the Company;

               (B) certificate(s) representing the Company Interests, if any, duly endorsed in blank or accompanied by appropriate powers or any other proper instrument of assignment endorsed in blank in proper form for transfer of the Company Interests;

               (C) a bill of sale, by and between Buyer and Seller, in the form attached as Exhibit F hereto (the “ Bill of Sale ”), duly executed by Seller;

               (D) an assignment and assumption agreement, by and between Buyer and Seller, in the form attached as Exhibit G hereto (the “ Assignment and Assumption Agreement ”), duly executed by Seller;

               (E) such other instruments of sale, transfer, conveyance, and assignment (including Intellectual Property transfer documents) as Buyer and its counsel reasonably may request;

               (F) a certificate to the effect that each of the conditions specified in Section 5.2(a) through Section 5.2(d) below are satisfied;

               (G) an escrow agreement, by and between Buyer, Seller and the Escrow Agent, substantially in the form attached as Exhibit H hereto (the “ Escrow Agreement ”), duly executed by Seller and the Escrow Agent;

               (H) resignations, effective as of Closing, of each manager, director and officer of the Company;

               (I) all of the third party consents set forth on Exhibit I attached hereto (“ Material Third Party Consents ”);

               (J) a non-foreign affidavit dated as of the Closing Date sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that Seller is not a “foreign person” as defined in Code Section 1445;

               (K) a certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the resolutions of the board of directors (or a duly authorized committee thereof) of Seller and ADSC authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (ii) incumbency and signatures of the officers of Seller and ADSC executing this Agreement or any other agreement contemplated by this Agreement; and

               (L) a certificate of the secretary or an assistant secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the certificate of formation of the Company since the date of the certification specified in Section 1.2(b)(ii)(K) ; (ii) the operating agreement of the Company; (iii) the resolutions of the managers of the Company authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency and signatures of the officers of the Company executing this Agreement or any other agreement contemplated by this Agreement.

               (M) copy of the certificate of formation of the Company certified not more than five (5) Business Days before the Closing Date by the Secretary of State of Delaware;

               (N) copies of the certificates of good standing of Seller (issued not more than five (5) Business Days before Closing Date) by the Secretary of State (or comparable officer), of Delaware, Ohio, Tennessee and Texas;

               (O) copies of the certificates of good standing of the Company issued not more than five (5) Business Days before Closing Date by the Secretary of State (or comparable officer), of each jurisdiction in which the Company is qualified to do business;

               (P) copy of the certificates of good standing of ADSC issued not more than five (5) Business Days before Closing Date by the Secretary of State of Delaware; and

               (Q) a written consent to the assignment of each Lease (the “ Lease Consents ”), in form and substance satisfactory to Buyer and Buyer’s lender.

               (iii) Deliveries by Buyer . Buyer shall deliver to Seller:

               (A) the Final Certificate and Flow of Funds Memorandum, duly executed by Buyer and HPS;

               (B) the Escrow Agreement, duly executed by Buyer;

               (C) cash in an amount equal to the Estimated Purchase Price set forth on the Final Certificate and Flow of Funds Memorandum, by wire transfer of immediately available funds to one or more accounts designated by Seller, of which $1,500,000 (the “ Escrow Amount ”) shall be deposited with the Escrow Agent pursuant to the terms of the Escrow Agreement;

               (D) the Bill of Sale, duly executed by Buyer;

               (E) the Assignment and Assumption Agreement, duly executed by Buyer;

               (F) such other instruments of sale, transfer, conveyance, and assignment as Seller and its counsel reasonably may request; and

               (G) a certificate to the effect that each of the conditions specified in Section 5.3(a) and Section 5.3(b) below are satisfied.

               (iv) Other Deliveries . Any other documents required to be delivered pursuant to this Agreement with respect to the Closing will be exchanged.

      Section 1.3 Purchase Price .

          (a) Estimated Purchase Price . No later than three (3) Business Days prior to the Closing, Seller shall prepare and deliver to Buyer a certificate signed by Seller certifying the Seller’s good faith estimate (including all calculations in reasonable detail) of the Estimated Purchase Price along with an estimated unaudited consolidated balance sheet of the Division as of the Closing Date (“ Seller’s Closing Payment Certificate ”). Such certificate shall also contain wire instructions for the payment of the Purchase Price. As promptly as practicable but not later than one (1) Business Day prior to the Closing, Buyer shall identify any adjustments that it believes in good faith are required to the Seller’s Closing Payment Certificate delivered by Seller. If Seller disputes any such adjustments, Buyer and Seller shall use reasonable best efforts to resolve such dispute, after which Seller shall re-deliver to Buyer the certificate with such adjustments as the parties have agreed are appropriate. If such a dispute cannot be resolved,

Buyer can agree to proceed to the Closing and take its proposed adjustments into account in the Final Certificate and Flow of Funds Memorandum, and Seller may note the applicable items in dispute on the Final Certificate and Flow of Funds Memorandum, so that such dispute may be resolved pursuant to Section 1.3(b) . The form of certificate finally delivered pursuant to this Section 1.3(a) and acceptable to Buyer is referred to herein as the “ Final Certificate and Flow of Funds Memorandum .”

          (b) Preparation of the Final Statement of Purchase Price.

               (i) As soon as practicable, but no later than forty-five (45) days after the Closing Date, Buyer shall prepare and deliver to Seller a proposed calculation of the Purchase Price (the “ Proposed Purchase Price Calculation ”) and the components thereof. Should Buyer not prepare and deliver to Seller the Proposed Purchase Price Calculation within the 45 day period, the Estimated Purchase Price shall be deemed to be the Purchase Price.

               (ii) If Seller does not give written notice of dispute (a “ Purchase Price Dispute Notice ”) to Buyer within fifteen (15) Business Days of receiving the Proposed Purchase Price Calculation, Seller and the other Parties agree that the Proposed Purchase Price Calculation shall be deemed to set forth the Purchase Price. If Seller gives a Purchase Price Dispute Notice to Buyer (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute) within such 15 Business Day period, Seller and Buyer will use reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the applicable Purchase Price Dispute Notice from Seller. If Buyer and Seller do not obtain a final resolution within such 30-day period, then the items in dispute shall be submitted immediately to the Dallas office of Ernst & Young LLP (the “ Accounting Firm ”). The Accounting Firm shall be required to render a determination of the applicable dispute within forty-five (45) days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereof, must be in accordance with the terms of this Agreement and must only address the specific items in dispute. The determination of the Accounting Firm shall be conclusive and binding upon Buyer, the Company and Seller and not subject to collateral attack for any reason other than manifest error or fraud. Buyer will revise the Proposed Purchase Price Calculation as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.3(b)(ii) . The “ Final Statement of Purchase Price ” shall mean the Proposed Purchase Price Calculation together with any revisions thereto determined pursuant to this Section 1.3(b)(ii) .

               (iii) In the event Buyer and Seller submit any unresolved objections to an Accounting Firm for resolution as provided in Section 1.3(b)(ii) , Buyer and Seller will share responsibility for the fees and expenses of such Accounting Firm as follows:

               (A) if such Accounting Firm resolves all of the remaining objections in favor of Buyer’s position (the Purchase Price so determined is referred to herein as the “ Low Value ”), then Seller will be responsible for all of the fees and expenses of such Accounting Firm;

               (B) if such Accounting Firm resolves all of the remaining objections in favor of Seller’s position (the Purchase Price so determined is referred to herein as the “ High Value ”), then Buyer will be responsible for all of the fees and expenses of such Accounting Firm; and

               (C) if such Accounting Firm neither resolves all of the remaining objections in favor of Buyer’s position nor resolves all of the remaining objections in favor of Seller’s position (the Purchase Price so determined is referred to herein as the “ Actual Value ”), then that fraction of the fees and expenses of such Accounting Firm equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value shall be paid by Seller, and Buyer will be responsible for the remainder of the fees and expenses of such Accounting Firm.

               (iv) The Company (or its successor) will make its financial records available to Seller and its accountants and other representatives at reasonable times during the period beginning on the Closing Date and ending on date of the final determination of the Purchase Price pursuant to Section 1.3(b)(ii).

          (c) Adjustment to Estimated Purchase Price .

               (i) If the Actual Adjustment is a positive amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 1.3(b)(ii) , Buyer will pay to Seller such positive amount by wire transfer or delivery of other immediately available funds.

               (ii) If the Actual Adjustment is a negative amount, then within three (3) Business Days after the date on which the Purchase Price is finally determined pursuant to Section 1.3(b)(ii) , Seller will pay to Buyer such negative amount by wire transfer or delivery of other immediately available funds.

          (d) Allocation . Buyer and Seller agree to allocate the Purchase Price (and all other capitalizable costs) among the Assets and the Company’s assets for all purposes (including financial accounting and Tax purposes) in accordance with the allocation schedule attached as Exhibit J hereto.

      Section 1.4 Definitions .

          (a) Definitions . For purposes of this Agreement, the terms set forth below have the following meanings:

          “ Accounting Firm ” has the meaning set forth in Section 1.3(b)(ii) .

          “ Actual Adjustment ” means (x) the Purchase Price as set forth on the Final Statement of Purchase Price minus (y) the Estimated Purchase Price.

          “ Actual Value ” has the meaning set forth in Section 1.3(b)(iii)(C) .

          “ ADSC ” has the meaning set forth in the preamble.

          “ ADSC Acquisition ” means any single or multi-step transaction or series of related transactions pursuant to which any Person or group acquires, directly or indirectly, beneficial ownership (as defined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of 25% or more of the assets of ADSC and its subsidiaries (taken as a whole) or 25% or more of any class of equity securities of ADSC pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or similar transaction.

          “ ADSC Guaranteed Obligations ” has the meaning set forth in Section 8.10 .

          “ Affiliate ” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.

          “ Agreement ” has the meaning set forth in the preamble.

          “ Acquisition ” has the meaning set forth in Section 1.1(a) .

          “ Anticipated State Tax Benefits ” has the meaning set forth in Section 7.2(c) .

          “ Asset Purchase ” has the meaning set forth in Section 1.1(a) .

          “ Assets ” has the meaning set forth in the preliminary statements.

          “ Assignment and Assumption Agreement ” has the meaning set forth in Section 1.2(b)(ii)(D) .

          “ Assumed Contracts ” means those contracts listed on Exhibit K attached hereto.

          “ Assumed Liabilities ” has the meaning set forth in Section 1.1(b) .

          “ Audit Support ” has the meaning set forth in Section 4.14(a).

          “ Audit Support Period ” has the meaning set forth in Section 4.14(a).

          “ Bill of Sale ” has the meaning set forth in Section 1.2(b)(ii)(C) .

          “ BIN Sponsorship Agreement ” has the meaning set forth in Section 1.2(b)(i) .

          “ Bonuses ” has the meaning set forth in Section 4.6(e) .

          “ Business Contractor ” means contractors of Seller who are identified on Schedule 2.10(a) .

          “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in Dallas, Texas or New York, New York are authorized or obligated by law or executive order to not open or remain closed.

          “ Business Employee ” means each employee of Seller who is identified on Schedule 2.10(a) .

          “ Business Service ” means the provision of merchant  transaction processing services (authorization, capture and settlement of electronic payments) by a network that enables processing of all electronic payment types including credit card, debit card, prepaid card, gift card, electronic benefits and check transactions, excluding the provision or issuance of private label credit cards, co-branded or not, and the provision of customer services related to those cards along with the retention of the underlying card receivables.

          “ Buyer ” has the meaning set forth in the preamble.

          “ Buyer 401(k) Plan ” has the meaning set forth in Section 4.6(d) .

          “ Buyer Employee ” has the meaning set forth in Section 4.6(a) .

          “ Buyer Indemnitee ” and “ Buyer Indemnitees ” have the respective meanings set forth in Section 7.2(a).

          “ Buyer Plans ” has the meaning set forth in Section 4.6(b) .

          “ Buyer Welfare Plans ” has the meaning set forth in Section 4.6(c) .

          “ Closing ” has the meaning set forth in Section 1.2(a) .

          “ Closing Date ” has the meaning set forth in Section 1.2(a) .

          “ Closing Settlement Obligations ” means the aggregate settlement obligations (defined as settlement liabilities less settlement accounts receivable) of the Division as of Closing Date.

          “ Code ” has the meaning set forth in Section 2.10(c) .

          “ Company ” has the meaning set forth in the preamble.

          “ Company Charter Documents ” has the meaning set forth in Section 2.1(c) .

          “ Company Interests ” has the meaning set forth in the preliminary statements.

          “ Confidential Information ” means any information concerning the business and affairs of the Company or the Division or the Assets, that is not generally available to the public, including know-how, trade secrets, customer lists, details of customer or consultant contracts, pricing policies, operational methods and marketing plans or strategies, and any information disclosed to the Company or the Division by third parties to the extent that the Company or Seller has an obligation of confidentiality in connection therewith.

          “ Confidentiality Agreement ” has the meaning given in Section 4.3 .

          “ Disclosure Schedule ” has the meaning set forth in ARTICLE 2.

          “ Division ” has the meaning set forth in the preliminary statements.

          “ Employee Plans ” has the meaning set forth in Section 2.10(b) .

          “ Enterprise Value ” means Seventy-Seven Million Five Hundred Thousand and 00/100 Dollars ($77,500,000.00).

          “ Environmental Requirements ” shall mean all federal, state, local and foreign statutes, regulations, and ordinances concerning pollution or protection of the environment, including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, as such requirements are enacted and in effect on or prior to the Closing Date.

          “ Equity Purchase ” has the meaning set forth in Section 1.1(a) .

          “ ERISA ” has the meaning set forth in Section 2.10(b)

          “ ERISA Affiliate ” has the meaning set forth in Section 2.10(f) .

          “ Escrow Agent ” means Huntington National Bank.

          “ Escrow Agreement ” has the meaning set forth in Section 1.2(b)(ii)(G) .

          “ Escrow Amount ” has the meaning set forth in Section 1.2(b)(iii)(C) .

          “ Escrow Matters ” has the meaning set forth in Section 7.2(a).

          “ Estimated Purchase Price ” mean the Estimated Purchase Price set forth on the Final Certificate and Flow of Funds Memorandum.

          “ Final Certificate and Flow of Funds Memorandum ” has the meaning set forth in Section 1.3(a) .

          “ Final Statement of Purchase Price ” has the meaning set forth in Section 1.3(b)(ii) .

          “ Financial Statements ” has the meaning set forth in Section 2.4(a) .

          “ GAAP ” has the meaning set forth in Section 2.4(a) .

          “ Governmental Entity ” has the meaning set forth in Section 2.5 .

          “ High Value ” has the meaning set forth in Section 1.3(b)(iii)(B) .

          “ HPS ” has meaning set forth in the preamble.

          “ HPS Guaranteed Obligations ” has the meaning set forth in Section 8.11 .

          “ HSR Act ” has the meaning set forth in Section 2.5 .

          “ Improvements ” means all buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property.

          “ Indemnified Party ” has the meaning set forth in Section 7.3(a) .

          “ Insurance Policies ” has the meaning set forth in Section 2.14 .

          “ Intellectual Property ” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code, executable code, data, databases, and related documentation), (g) all material advertising and promotional materials, (h) all other proprietary rights, and (i) all copies and tangible embodiments thereof (in whatever form or medium).

          “ ITS Agreement ” has the meaning set forth in Section 1.2(b)(i) .

          “ Knowledge ” means, with respect to the Company or Seller, the knowledge after reasonable investigation of the Key Employees.

          “ Lease ” have the meaning set forth in Section 2.17(b) .

          “ Lease Consents ” has the meaning set forth in Section 1.2(b)(ii)(Q) .

          “ Leased Real Property ” has the meaning set forth in Section 2.17(b) .

          “ Lehman Brothers ” means Lehman Brothers Inc.

          “ Law ” means any law (statutory, common, or otherwise), constitution, treaty, convention, ordinance, equitable principle, code, rule, regulation, executive order, or other similar authority enacted, adopted, promulgated, or applied by any Governmental Entity, each as amended and now in effect.

          “ Liability ” means any liability, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes.

          “ Lien ” means any lien, pledge, mortgage, deed of trust, security interest, option or similar encumbrance of any kind.

          “ Limitation Amount ” has the meaning given in Section 7.4(b) .

          “ Loss ” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, (excluding punitive and exemplary damages in the case of claims other than Third Party Claims) dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.

          “ Lost Tax Benefits ” has the meaning set forth in Section 7.2(c) .

          “ Low Value ” has the meaning set forth in Section 1.3(b)(iii)(A) .

          “ Material Adverse Effect ” means any effect or change that is or would reasonably be expected to be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations of the Company and the Division, taken as a whole; provided , that in no event shall any of the following, alone or in combination (or the consequences thereof), constitute a “Material Adverse Effect” or be considered in determining whether a “Material Adverse Effect” has occurred or is likely or expected to occur: (i) changes in general economic conditions or relating to those industries specific to the business of the Company which do not have a materially disproportionate effect on the Division or the Company, (ii) the negotiation, execution, delivery, performance or public announcement of this Agreement or the transactions contemplated hereby or any action required by this Agreement to be taken or not taken or otherwise taken with the express consent of Buyer (including the impact thereof on the relationships of the Company with its customers, suppliers, distributors or employees to the extent resulting from such action), (iii) actions taken solely by Buyer or any of its Affiliates , (iv) acts of God, calamities, national or international political or social conditions, including military or terrorist activities or the engagement by any country in hostilities, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war which do not have a materially disproportionate effect on the Division or the Company, (v) changes in financial, banking or securities markets which do not have a materially disproportionate effect on the Division or the Company, (vi) changes in GAAP (or any interpretation thereof) or any laws, rules, regulations, orders or other binding directives issued by any Governmental Entity which do not have a materially disproportionate effect on the Division or the Company, (vii) any litigation arising from allegations of a breach relating to this Agreement or the transactions contemplated hereby, (viii) developments in the pending merger transaction between ADSC and Affiliates of The Blackstone Group (including without limitation the consummation or termination of that transaction and any litigation or other disputes related thereto) or (ix) changes in ADSC’s stock price or trading volume, credit rating or any failure by ADSC to meet any projections or forecasts for any period ending (or for which revenues or earnings are released) on or after the date hereof ( provided that the underlying cause of such failure shall not be excluded).

          “ Material Contracts ” has the meaning set forth in Section 2.6 .

          “ Material Third Party Consents ” has the meaning set forth in Section 1.2(b)(ii)(I) .

          “ Membership Interests ” has the meaning given in Section 2.2(a) .

          “ Most Recent Balance Sheet ” has the meaning set forth in Section 2.4(a) .

          “ Net Working Capital ” means, as of any date:

          (I)(A) cash (in an amount equal to the Closing Settlement Obligations) and accounts receivable (less allowances for losses) plus (B) inventories plus (C) prepaid expenses (including postage) and other current assets

           minus

          (II)(A) accounts payables plus (B) accrued expenses plus (C) customer deposits plus (D) deferred revenue plus (E) the amount, if any, by which cash (as included within the definition of Net Working Capital pursuant to clause (I)(A) above) is less than the amount of the Closing Settlement Obligations,

in each case, of the Division as of such date to the extent included in the Assets or the Assumed Liabilities, as determined in accordance with GAAP, applied on a basis consistent with the preparation of the Net Working Capital as of March 31, 2008, which is attached hereto as Exhibit L .

          “ Net Working Capital Adjustment ” means the amount of Net Working Capital as of immediately prior to the Closing.

          “ Other Antitrust Laws ” has the meaning set forth in Section 2.5 .

          “ Party ” and “ Parties ” have the respective meanings set forth in the preamble.

          “ Permits ” has the meaning set forth in Section 2.9(a) .

          “ Permitted Liens ” means (i) Liens for Taxes not yet due and payable or which are being contested in good faith, for which adequate reserves have been established in accordance with GAAP and which reserves are included in the Assets and taken into account in computing the Working Capital Adjustment; (ii) mechanic’s, materialmen’s, and similar Liens for labor, material or supplies incurred in the ordinary course of business for amounts that are not delinquent or which are being contested in good faith, which would not, individually or in the aggregate, materially impair the operation of the business of the Division as currently conducted, by appropriate proceedings; (iii) Liens set forth on Schedule 1.4 .

          “ Permitted Use ” has the meaning set forth in Section 4.10(b) .

          “ Person ” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other organization or entity, whether or not a legal entity, or a Governmental Entity.

          “ Processing Agreement ” has the meaning set forth in Section 4.16 .

          “ Proposed Position ” has the meaning set forth in Section 7.2(c).

          “ Proposed Purchase Price Calculation ” has the meaning set forth in Section 1.3(b)(i) .

          “ Protected Customers ” means any Person to whom the Company or Seller (with respect to the Division) sold the Company’s or the Division’s products or services or solicited to sell the Company’s or the Division’s products or services at any time during the twenty four (24) month period on and prior to the Closing Date.

          “ Protected Employees ” means employees of the Company or Seller (with respect to the Division) who were employed by the Company or Seller on the date hereof or on the Closing Date.

          “ Purchase Price ” means (i) the Enterprise Value, plus (ii) the Net Working Capital Adjustment (which may be a negative number).

          “ Purchase Price Dispute Notice ” has the meaning set forth in Section 1.3(b)(ii) .

          “ Responsible Party ” has the meaning set forth in Section 7.3(a) .

          “ Securities Act ” means the Securities Act of 1933, as amended.

          “ Seller ” has the meaning set forth in the preamble.

          “ Seller Indemnitee ” and “ Seller Indemnitees ” have the respective meanings set forth in Section 7.2(b) .

          “ Seller 401(k) Plan ” has the meaning set forth in Section 4.6(d) .

          “ Seller Welfare Plans ” has the meaning set forth in Section 4.6(c) .

          “ Seller’s Closing Payment Certificate ” has the meaning set forth in Section 1.3(a) .

          “ Statement ” has the meaning set forth in Section 7.2(c).

          “ Straddle Period ” has the meaning set forth in Section 4.2(a) .

          “ Systems ” has the meaning set forth in Section 2.23 .

          “ Tax ” or “ Taxes ” means all federal, state, local and foreign taxes, assessments, charges, duties, fees, levies and other governmental charges, including, without limitation, income, profits, franchise, employment, transfer, withholding, property, excise, sales and use taxes (including interest and penalties thereon and additions thereto) (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), all estimated taxes and deficiency assessments.

          “ Tax Indemnitees ” has the meaning set forth in Section 7.2(c) .

          “ Tax Indemnitors ” has the meaning set forth in Section 7.2(c) .

          “ Tax Loss ” has the meaning set forth in Section 7.2(c) .

          “ Tax Return ” and “ Tax Returns ” have the respective meanings set forth in Section 2.15(a) .

          “ Termination Date ” has the meaning set forth in Section 6.1(b) .

          “ Third Party Claim ” has the meaning set forth in Section 7.3(a) .

          “ Transferred BINs and ICAs ” means those certain Bank Identification Numbers assigned to WFNNB by Visa and those certain Interbank Card Associations assigned to WFNNB by MasterCard for the merchant processing and acquiring business which are used for the authorization, clearing and settlement of the Business who have contracted for such services.

          “ Transition Services Agreement ” has the meaning set forth in Section 1.2(b)(i) .

          “ Threshold ” has the meaning set forth in Section 7.4(a) .

          “ WARN Act ” has the meaning set forth in Section 4.6(j) .

          “ WFNNB ” means the World Financial Network National Bank.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLER, THE COMPANY AND ADSC

          Seller, the Company and ADSC hereby, jointly and severally, represent and warrant to Buyer and HPS that the statements contained in this ARTICLE 2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and, except as expressly provided in a representation or warranty, as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE 2), except as set forth in the disclosure schedule accompanying this Agreement (the “ Disclosure Schedule ”). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this ARTICLE 2.

      Section 2.1 Organization and Qualification .

          (a) The Company is duly organized, validly existing and in good standing under the laws of Delaware. The Company has full entity power and authority to own, lease and operate its properties and to carry on its business as presently conducted. Seller is duly organized, validly existing and in good standing under the laws of Delaware. ADSC is duly organized, validly existing and in good standing under the laws of Delaware.

          (b) The Company is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each jurisdiction in which the property owned, leased or

operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so duly qualified, licensed or in good standing would not have a Material Adverse Effect.

          (c) The Company has made available to Buyer a true and complete copy of the Company’s certificate of formation and operating agreement (the “ Company Charter Documents ”), in each case, as in effect as of the date hereof.

      Section 2.2 Capitalization of the Company .

          (a) The authorized equity interests of the Company consists of 1,000 limited liability company membership interests (the “ Membership Interests ”). As of the date hereof, all of the Membership Interests are issued and outstanding, and are duly authorized, validly issued, fully paid and non-assessable. All of the Membership Interests are owned by Seller free and clear of any restrictions on transfer (other than restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Except as described in this Section 2.2(a) , (i) no equity securities of the Company, (ii) no securities of the Company convertible into or exchangeable for equity securities of the Company, and (iii) no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments to acquire from the Company, and no obligations of the Company to issue, any equity securities or securities convertible into or exchangeable for equity securities of the Company, in each case, are outstanding or authorized. There are no outstanding profit participation or similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of any equity securities of the Company.

          (b) The Company does not have, and has never had, any subsidiaries. The Company does not control directly or indirectly or have any direct or indirect equity participation in any Person. The Company does not own, or have any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

      Section 2.3 Authority .

          The Company, Seller and ADSC have full power and authority (including full corporate or other entity 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 have been duly authorized by all necessary entity action on the part of the Company, Seller and ADSC, and no other entity proceedings are necessary to authorize this Agreement or for the Company and Seller to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Seller, the Company and ADSC and constitutes a valid, legal and binding agreement of each of Seller, the Company and ADSC, enforceable against each of Seller, the Company and ADSC in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought.

      Section 2.4 Financial Statements.

          (a) The Company and Seller have delivered to Buyer copies of (i) the unaudited statements of income for the fiscal years ended December 31, 2006 and December 31, 2007 and (ii) the unaudited balance sheet as of December 31, 2007 (the “ Most Recent Balance Sheet ”) and the related balance sheet and statements of income as of and for the three-month period ended March 31, 2008 for the Division (the “ Financial Statements ”) . The Financial Statements (i) have been prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the period covered thereby, except as may be indicated in the notes thereto and except for the absence of footnotes and subject to normal year-end adjustments, and (ii) fairly present in all material respects, the financial position of Division as of the date thereof and the results of operations for the periods then ended (subject to the absence of footnotes and to normal year-end adjustments). For clarity, the Financial Statements reflect intercompany transfers and allocations based on Company policy. The Financial Statements were prepared in accordance with the books and records of the Division, are true, correct and complete in all material respects, and present fairly in all material respects the financial condition and the results of operations of the Division as of the respective dates thereof.

          (b) The Seller (with respect to the Division ) and the Company maintain accurate books and records reflecting, in all material respects, their assets and Liabilities and maintain proper and adequate internal accounting controls that provide assurance that, in all material respects: (i) the Division and the Company maintain no off-the-book accounts and that the Division and the Company’s assets are used only in accordance with the Division’s and the Company’s management directives; (ii) transactions are executed with management’s authorization; (iii) transactions are recorded as necessary to permit preparation of the financial statements of the Division and the Company and to maintain accountability for the Division and the Company’s assets; (iv) access to the assets of the Division and the Company is permitted only in accordance with management’s authorization; (v) the reporting of assets of the Company is compared with existing assets at regular intervals; and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis.

      Section 2.5 Consents and Approvals; No Violations . Except as set forth on Schedule 2.5 and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (x) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”) and/or (y) the antitrust and competitions laws of all jurisdictions, if any, other than those of the United States (“ Other Antitrust Laws ”), no filing with or notice to, and no permit, authorization, consent or approval of, or order of, any court or tribunal or administrative, governmental or regulatory body or agency (a “ Governmental Entity ”) is necessary for the execution and delivery by the Company, Seller or ADSC of this Agreement or the consummation by the Company and Seller of the transactions contemplated hereby except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings or give such notice would not have a Company Material Adverse Effect. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) conflict with or result in

any breach of any provision of the Company Charter Documents or the certificate of incorporation or bylaws of Seller or ADSC, (b) except as set forth on Schedule 2.5 , conflict with, result in a violation or breach of, create in any party the right to accelerate, terminate, modify or cancel, 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 require any notice under, any of the terms, conditions or provisions of any Material Contract (as defined in Section 2.6) or result in the imposition of any Lien upon any of Seller’s or the Company’s assets, or (c) violate any constitution, order, writ, injunction, judgment, charge, decree, law, statute, rule or regulation of any court or Governmental Entity to which the Company, Seller or ADSC is subject.

      Section 2.6 Material Contracts . Except as set forth on Schedule 2.6 (collectively, the “ Material Contracts ”) and except for this Agreement, as of the date hereof, neither the Seller (with respect to the Division) nor the Company is a party to or bound by any:

               (i) agreement for the employment of any officer, individual employee or other person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $50,000 or providing material severance benefits;

               (ii) agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $50,000 or under which it has imposed a Lien on any of its assets, tangible or intangible;

               (iii) agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $50,000 per annum;

               (iv) agreement or group of related agreements with the same party or group of affiliated parties the performance of which involves outstanding consideration in excess of $75,000;

               (v) agreement, other than customer contracts, concerning confidentiality or non-solicitation;

               (vi) agreement limiting the ability of the Division or the Company to engage in any line of business or to compete with any Person;

               (vii) collective bargaining agreement, labor contract or other agreement or arrangement with any labor union or any employee organization;

               (viii) agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration in excess of $75,000;

               (ix) agreement creating a partnership or joint venture;

               (x) material agreement involving any Affiliate of Seller (other than the Company);

               (xi) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, managers, officers, or employees;

               (xii) agreement under which it has advanced or loaned any amount to any of its directors, managers, officers, or employees outside the ordinary course of business;

               (xiii) agreement under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect;

               (xiv) agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights);

               (xv) agreement under which it has advanced or loaned any other Person amounts in the aggregate exceeding $50,000;

               (xvi) other agreement (or group of related agreements) the performance of which involves consideration in excess of $75,000; or

               (xvii) any Assumed Contract.

Seller has delivered to Buyer a correct and complete copy of each written agreement listed in Schedule 2.6 and a written summary setting forth the material terms and conditions of each oral agreement referred to in Schedule 2.6 . With respect to each Material Contract, (a) except as set forth on Schedule 2.6 , each Material Contract is legal, valid, binding, enforceable, and in full force and effect, (b) Seller is not (and to Seller’s Knowledge, each counterparty is not) in material breach or default, (c) no event has occurred which with notice or lapse of time would constitute a material breach or default, or permit termination, modification, or acceleration, under such Material Contract, and (d) to Seller’s Knowledge no party has repudiated any material provision of such Material Contract. Except as set forth on Schedule 2.6 , Seller, the Company, and, to Seller’s and the Company’s Knowledge, each of the other parties thereto has performed in all material respects all material obligations required to be performed by it under each Material Contract.

      Section 2.7 Absence of Changes . Except in connection with the transactions contemplated by this Agreement, during the period beginning on December 31, 2007 and ending on the date hereof, Seller (with respect to the Division) and the Company have conducted their business in the ordinary course consistent with past practice and, except as set forth on Schedule 2.7 , none of the following have occurred with respect to the Division or the Company:

               (i) any damage, destruction or other casualty loss (to the extent not covered by insurance) affecting the business or assets of the Division or the Company in excess, in the aggregate for all such losses, of $75,000;

               (ii) any material change in any method of accounting or accounting practice by Seller (with respect to the Division) or the Company, except for any change required by reason of a change in GAAP;

               (iii) any (A) material increase in benefits payable under any existing severance or termination pay policies; (B) adoption, amendment, modification, or termination of any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, managers, officers or employees (or taken any such action with respect to any other Employee Plan); (C)  increase in compensation, bonus or other benefits payable to directors, managers or officers (who are not employees) or to employees (including officers who are employees), other than in the ordinary course of business; (D) approval, adoption or execution of any employment contract or collective bargaining agreement, written or oral, or modification of the terms of any existing such contract or agreement; and (E) any other material change in employment terms for any of its directors, managers, officers, or employees outside the ordinary course of business;

               (iv) any sale, lease, transfer, assignment or disposal of any assets outside the ordinary course of business which assets have a value in excess of $50,000;

               (v) neither Seller (with respect to the Division) nor the Company has entered into any material agreement, contract, lease, or license outside the ordinary course of business;

               (vi) no party has accelerated, terminated, made material modifications to, or cancelled any material agreement, contract, lease, or license to which Seller, with respect to the Division, or the Company is a party or by which any of them is bound;

               (vii) neither Seller (with respect to the Division) nor the Company nor the Company has imposed any Lien upon any of its assets, tangible or intangible;

               (viii) neither Seller (with respect to the Division) nor the Company has made any material capital expenditures outside the ordinary course of business;

               (ix) neither Seller (with respect to the Division) nor the Company has made any material capital investment in, or any material loan to, any other Person outside the ordinary course of business;

               (x) any creation, assumption, or guarantee of more than $75,000 in aggregate indebtedness for borrowed money and capitalized lease obligations;

               (xi) neither Seller (with respect to the Division) nor the Company has transferred, assigned, or granted any license or sublicense of any material rights under or with respect to any Intellectual Property outside the ordinary course of business;

               (xii) there has been no change made or authorized in the certificate of incorporation or bylaws of Seller or any of the Company Charter Documents;

               (xiii) neither Seller (with respect to the Division) nor the Company has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business;

               (xiv) Seller (with respect to the Division) and the Company have not changed in any material respects their normal business practices or taken any other action outside the ordinary course of business in order to generate cash;

               (xv) neither Seller nor the Company has made any loans or advances of money; or

               (xvi) neither Seller nor the Company has entered into any agreement to do any of the foregoing.

      Section 2.8 Litigation . Except as set forth on Schedule 2.8 , as of the date hereof, there is no suit, litigation, arbitration, claim, action, or proceeding pending or, to Seller’s and the Company’s Knowledge, threatened against Seller (relating directly or indirectly to the Division) or the Company before any Governmental Entity or before any arbitrator. Except as disclosed on Schedule 2.8 , as of the date hereof, neither Seller (relating directly or indirectly to the Division) nor the Company is subject to any outstanding order, writ, injunction, decree, ruling, award or charge.

      Section 2.9 Permits; Compliance with Laws .

          (a) Seller (with respect to the Division) and the Company have all authorizations, approvals, orders, consents, licenses, certificates, permits, registrations and qualifications from each Governmental Entity necessary to permit the ownership of property and the conduct of business as presently conducted by the Division and the Company, except where the failure to obtain or maintain such an authorization, approval, order, consent, license, certificate, permit, registration or qualification would not have a Material Adverse Effect (collectively, the “ Permits ”), and all such Permits are valid and in full force and effect.

          (b) Seller and the Company are in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, awards, and charges thereunder and including the Foreign Corrupt Practices Act, 15 U.S.C. 78dd-1, et. seq.) promulgated by any Governmental Entity, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except where the failure to comply would not have a Material Adverse Effect. Neither Seller (with respect to the Division) nor the Company has entered into or been subject to any judgment, consent decree, or administrative order with respect to any aspect of its business, affairs, properties or assets, nor, as of the date hereof, has Seller or the Company received any notice of the institution against Seller (with respect to the Division) or the Company of any civil, criminal or administrative action, suit, proceeding or investigation from any Governmental Entity, with respect to any aspect of the business, affairs, properties or assets of Seller or the Company, except as would not have a Material Adverse Effect.

      Section 2.10 Employee Plans .

          (a) Schedule 2.10(a) sets forth a true and complete list of all Business Employees and Business Contractors, together with their salaries, commission plan (if applicable) and location, as of April 30, 2008. As of the date hereof, no Business Employee or Business Contractor of the Division or the Company has provided notice of resignation that is effective following completions of the transactions contemplated hereby.

          (b) Schedule 2.10(b) lists each employee benefit plan (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) and each other material employee benefit plan, program or arrangement participated in or maintained by the Division or the Company (the “ Employee Plans ”).

          (c) All Employee Plans have been established, registered, maintained and administered in compliance with their terms and with the requirements of any applicable law, including, but not limited to, ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ”), except where the failure to comply would not result in a Material Adverse Effect .

          (d) Each Employee Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service.

          (e) No Employee Plan subject to Title IV of ERISA was terminated within six years prior to the date hereof. Neither the Seller nor the Company has engaged in any transaction that could reasonably be expected to give rise to Liability under Section 4069 or 502 of ERISA or Section 4975 of the Code that could become a Liability of Buyer. Neither Seller nor the Company has within six years prior to the date hereof been subject to any lien imposed under Section 412(n) of the Code or Section 302(f) of ERISA with respect to any Employee Plan.

          (f) No event has occurred that could reasonably be expected to subject Buyer or the Company to any Liability under any Title IV of ERISA or Section 412 of the Code with respect to any Employee Plan or any other employee benefit plan or arrangement maintained or contributed to by Seller or any entity, trade or business, whether or not incorporated, which together with Seller or the Company would be deemed to be a “single employer” within the meaning of Section 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA (an “ ERISA Affiliate ”).

          (g) None of the assets of the Seller 401(k) Plan transferred pursuant to Section 4.6 is subject to the requirements of Section 417 of the Code.

      Section 2.11 Environmental Matters .

          (a) Seller (with respect to the Division), the Company and their respective Affiliates (with respect to the Division) have complied, and are in compliance, in all material respects with all Environmental Requirements (including without limitation obtaining all permits and licenses required thereunder).

          (b) Without limiting the generality of the foregoing, Seller (with respect to the Division), the Company and their respective Affiliates have obtained, have complied, and are in

compliance with, in each case in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental Requirements for the occupation of its facilities and the operation of its business.

          (c) None of Seller (with respect to the Division), the Company nor their respective Affiliates has received any unresolved written notice, report or other documentation regarding any actual or alleged material violation of Environmental Requirements, or any material Liabilities or potential material Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental Requirements.

          (d) To the Knowledge of Seller, none of the following exists at any property or facility owned or operated by Seller (with respect to the Division) or the Company or their respective Affiliates: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or similar waste disposal areas.

          (e) Neither Seller (with respect to the Division), the Company nor their respective Affiliates have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would give rise to material Liabilities, including any material Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements.

          (f) To the Knowledge of Seller, neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” under any Environmental, Health, and Safety Requirements.

      Section 2.12 Intellectual Property .

          (a) Except as set forth in Schedule 2.12(a), neither Seller (with respect to the Division) nor the Company has interfered with, infringed upon, misappropriated, or violated any material Intellectual Property rights of third parties in any material respect, and none of Seller (with respect to the Division), the Company and the directors, managers and officers of Seller or the Company has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Seller or the Company must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of Seller and the Company, no third party has interfered with, infringed upon, misappropriated, or violated any material Intellectual Property rights of Seller (with respect to the Division) or the Company in any material respect.

          (b) Schedule 2.12(b) identifies each patent or registration which has been issued to Seller (with respect to the Division) or the Company with respect to any of its Intellectual Property, identifies each pending patent application or application for registration which Seller (with respect to the Division) or the Company has made with respect to any of its Intellectual Property, and identifies each material license, agreement, or other permission which Seller (with respect to the Division) or the Company has granted to any third party with respect to any of its Intellectual Property (together with any exceptions). Seller has delivered to Buyer correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to date). Schedule 2.12(b) also identifies each material trade name or unregistered trademark, service mark, corporate name, Internet domain name, copyright, and computer software item owned by Seller (with respect to the Division) or the Company which is material to the operation of the business of the Division or the Company as currently conducted. With respect to each item of Intellectual Property required to be identified in Schedule 2.12(b) :

               (i) Seller and the Company possess all right, title, and interest in and to the item, free and clear of any Lien, license, or other restriction;

               (ii) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

               (iii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge of Seller or the Company, is threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and

               (iv) neither Seller nor the Company has ever agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item.

          (c) Schedule 2.12(c) identifies each material item of Intellectual Property that any third party or Affiliate of Seller, the Company or ADSC owns and that Seller (with respect to the Division) or the Company uses pursuant to license, sublicense, agreement, or permission, except for any such item of Intellectual Property that is generally commercially available and has a replacement purchase cost of less than $75,000. Seller has delivered to Buyer correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). With respect to each such item of used Intellectual Property required to be identified in Schedule 2.12(c) :

               (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect in all material respects;

               (ii) no party to the license, sublicense, agreement, or permission is in material breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration thereunder;

               (iii) no party to the license, sublicense, agreement, or permission has repudiated any material provision thereof;

               (iv) neither Seller nor the Company has granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission, except in the ordinary course of business; and

               (v) no loss or expiration of the item is threatened, pending, or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by Seller or the Company, including without limitation, a failure by Seller or the Company to pay any required maintenance fees)].

      Section 2.13 Labor and Employment Matters . Seller and the Company are in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours and have not engaged, and are not engaging, in any material discrimination or unfair labor practice with respect to employees of Seller (with respect to the Division) and the Company. Except as set forth on Schedule 2.13 , (i) there is no union organizing effort pending, or to the Knowledge of Seller or the Company, threatened with respect to the employees of Seller (with respect to the Division) or the Company, (ii) no complaint against Seller (with respect to the Division) or the Company has been made before the National Labor Relations Board, or, to the Knowledge of Seller or the Company, has been threatened, within the past three years, (iii) there has been no labor strike, dispute, slowdown or stoppage involving, or, to the Knowledge of Seller or the Company, threatened against or involving, Seller (with respect to the Division) or the Company within the past three years; (iv) there has been no grievance or arbitration proceeding arising out of or under any collective bargaining agreement with respect to employees of Seller (with respect to the Division) or the Company, and no claim therefor has been asserted, within the past three years and (v) there have been no material labor or employment claims or proceedings pending between Seller (with respect to the Division) or the Company and any of such applicable entity’s employees, or any administrative agency or court on behalf of or concerning any of such applicable entity’s employees, within the past three years.

      Section 2.14 Insurance . (a) Seller (with respect to the Division) and the Company maintain or are covered by insurance policies (including policies providing property, casualty, Liability, and workers’ compensation coverage and bond and surety arrangements, the “ Insurance Policies ”) against all risks of a character and in such amounts as are usually insured against by similarly situated companies in the same or similar businesses, except where the failure to maintain such Insurance Policy would not reasonably be expected to have a Company Material Adverse Effect. Each Insurance Policy is in full force and effect and all premiums due thereon have been paid in full. Set forth on Schedule 2.14 is a complete and accurate list of all material Insurance Policies in effect as of the date hereof.

Section 2.15 Tax Matters .

          (a) The Company has prepared and duly and timely filed with the appropriate federal, state, local and foreign taxing authorities all material tax returns, information returns, statements, forms and reports (each a “ Tax Return ” and, collectively, the “ Tax Returns ”)