0001206774-06-000109 Sample Contracts

AMENDED AND RESTATED WARRANT AGREEMENT Dated as of January 23, 2006 between PRIVATE BUSINESS, INC. and LIGHTYEAR PBI HOLDINGS, LLC
Warrant Agreement • January 26th, 2006 • Private Business Inc • Services-business services, nec • Tennessee

AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of January 23, 2006 between PRIVATE BUSINESS, INC., a Tennessee corporation (the “Company”), and LIGHTYEAR PBI HOLDINGS, LLC, a Delaware limited liability company (the “Initial Holder”).

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AMENDED AND RESTATED WARRANT CERTIFICATE
Private Business Inc • January 26th, 2006 • Services-business services, nec

FOR VALUE RECEIVED, ________________________ hereby sells, assigns and transfers unto ________________________________, whose address is __________________________, this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________, Attorney to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution.

EXCHANGE AGREEMENT
Exchange Agreement • January 26th, 2006 • Private Business Inc • Services-business services, nec • New York

This Exchange Agreement is entered into this January 23, 2006 by and between Lightyear PBI Holdings, LLC, a Delaware limited liability company (“Investor”), and Private Business, Inc., a Tennessee corporation (“Company”).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 23, 2006 among PRIVATE BUSINESS, INC. As Borrower, and BANK OF AMERICA, N.A., As Lender
Credit Agreement • January 26th, 2006 • Private Business Inc • Services-business services, nec • Georgia

THIS AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 23, 2006, among PRIVATE BUSINESS, INC., a Tennessee corporation (“Borrower”), each of its Subsidiaries party hereto (collectively, the “Subsidiaries” and, individually a “Subsidiary”) and BANK OF AMERICA, N.A. (“Lender”).

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