exv10w5






Exhibit 10.5




TERM NOTE




			
	 	 	 
	$5,149,980.00
	 	Lexington, Kentucky
	 
	 	February 12, 2010






     For Value Received, the undersigned, LY Holdings, LLC, a Kentucky limited
liability company, with its main office located at 1901 Eastpoint Parkway, Louisville, Kentucky
40223 (the “Maker”), hereby promises and agrees to pay to the order of Libra Alliance
Corporation (hereinafter the “Payee”), the principal sum equal to Five Million One Hundred
Forty-Nine Thousand Nine Hundred Eighty Dollars ($5,149,980.00), together with all accrued interest
thereon computed and payable in the manner set forth below. The unpaid principal balance of, and
all accrued interest on, this Note, unless sooner paid, shall be due and payable in full on
December 31, 2011 (the “Maturity Date”).



     From the date of this Note, the outstanding principal balance of this Note, as the same shall
exist from time to time, shall bear interest at a rate equal to five percent (5%) per annum.



     The obligations under this Note are secured by a subordinated security interest in certain
assets of the Maker, specifically including the shares of common stock and preferred stock of the
Payee.



     Commencing on June 30, 2010 and continuing on the last day of each calendar quarter thereafter
until and including the Maturity Date, the Maker shall make payments of all accrued but unpaid
interest on this Note. On the Maturity Date, the Maker shall pay to the Payee (i) the entire
outstanding principal balance of this Note plus (ii) all accrued but unpaid interest on
this Note.



     This Note may be prepaid in whole or in part at any time, without premium or penalty. Any
partial prepayment shall be applied first to accrued interest due and owing on this Note, with the
balance being applied to principal; provided, however, no partial prepayment shall postpone the due
date of any installment of interest or principal due on this Note unless and until this Note is
paid and performed in full.



     The occurrence of any of the following shall constitute an “Event of Default” under this Note:



               (i) there is a default in the payment of principal and/or interest as and when the same is or
becomes due hereunder and such default continues for a period of 15 days following the due date
thereof;



               (ii) the Maker fails in the timely performance of any other term, covenant or condition
required to be kept, observed or performed under this Note; or



     Upon the occurrence of any Event of Default under this Note, the Payee or any subsequent
holder(s) of this Note may, upon written notice or demand, declare all sums of principal and
interest evidenced hereby to be accelerated and immediately due and payable in













 




full, and the payee may thereupon exercise all rights and remedies granted and available to it
in law or equity.




     Upon any Event of Default under this Note, the Maker agrees to pay all costs of collection,
and/or costs relating to modifying or further securing the Note, when incurred by the Payee,
including, but not limited to, reasonable attorneys’ fees. If any suit or action is instituted to
enforce this Note, the Maker agrees to pay to the Payee, in addition to the costs and disbursements
otherwise allowed by law, such sums as may be adjudged reasonable attorneys’ fees, court costs, and
all other expenses in collecting or attempting to collect this Note.



     This Note shall be governed and construed in accordance with the laws of the Commonwealth of
Kentucky.



     All installments of principal and/or interest on this Note shall be paid to the Payee in
immediately available funds at the address above or to such other person or at such other place as
may be designated in writing by Payee from time to time.



     The invalidity or unenforceability of any provision of this Note in general or in any
particular circumstance shall not affect the validity or enforceability of any one or more of the
other provisions of this Note or the validity of such provision as applied to any other
circumstance. The Maker agrees that this Note and all provisions hereof shall be interpreted so as
to give effect and validity to all the provisions hereof to the fullest extent permitted by law.



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     In Witness Whereof, the Maker has made and delivered this Note to the Payee as of the
day, month, and year first above written.



	 	 	 	 	 
	 	LY Holdings, LLC

 	 
	 	By:  	/s/  J. Sherman Henderson, III
 	 
	 	 	J. Sherman Henderson, President 	 



(“Maker”)





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