exv10w4





 Exhibit 10.4

FIRST MODIFICATION TO LETTER AGREEMENTS




     THIS FIRST MODIFICATION TO LETTER AGREEMENTS (this “Agreement”) is made, entered into and
effective as of the 12th day of February, 2010 by and among (i) LY Holdings, LLC, a
Kentucky limited liability company (“LYH”), and Lightyear Network Solutions, LLC, a
Kentucky limited liability company (“LNS”); and (ii) Rigdon O. Dees, III, individually
(“Dees”), Rice Realty Company, LLC, a Kentucky limited liability company (“RRC”), Ron
Carmicle, individually (“Carmicle”), LANJK, LLC, a Kentucky limited liability company
(“LANJK”), and CTS Equities Limited Partnership, a Nevada limited partnership (“CTS”)
(collectively, the “Lenders”).



     RECITALS:



     A. Each Lender, LYH and LNS are parties to the Letter Agreements relating to VoIP revenue
payments set forth on Exhibit A hereto (the “VoIP Letter Agreements”).



     B. Each Lender, LYH and LNS are parties to the Letter Agreements relating to wireless revenue
payments set forth on Exhibit B hereto (the “Wireless Letter Agreements”).



     C. The VoIP Revenue Payments (as defined in the VoIP Letter Agreements) owed to the Lenders
for 2009 are $101,709.14, and the Wireless Revenue Payments (as defined in the Wireless Letter
Agreements) owed to the Lenders for 2009 are $79,472.07.



     D. The Lenders have agreed (i) to release LYH from all of its obligations under the Letter
Agreements, and (ii) to release LNS from any obligation to pay the VoIP Revenue Payments for 2009
and the Wireless Revenue Payments for 2009.



     E. Each VoIP Letter Agreement and each Wireless Letter Agreement (collectively, the “Letter
Agreements”) provides that under certain circumstances if a “Sale Transaction” (as defined in the
Letter Agreements) occurs, then LYH and LNS shall immediately pay to the Lender a Termination Fee
(as defined in the Letter Agreements) equal to the sum of the VoIP Revenue Payments or the Wireless
Revenue Payments, as applicable, in either case for the immediately preceding twelve full months.



     F. LYH and LNS are contemplating a transaction with Libra Alliance Corporation, a Nevada
corporation (“Libra”), pursuant to which LYH would contribute the membership interests of LNS to
Libra in exchange for common and/or preferred stock of Libra (the “Transaction”).



     G. The parties agree that the Transaction would not constitute a “Sale Transaction” for
purposes of the Letter Agreements, and as a result no Termination Fee would be payable in
connection with the consummation of the Transaction.



     H. Following the consummation of the Transaction, LNS, the Lenders and Libra desire to
negotiate in good faith for Libra to purchase the Letter Agreements from the Lenders.













 





     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:



     1. Release of LYH. Notwithstanding any provision herein or in any other document to the
contrary, Lenders hereby agree that LYH is hereby released and discharged from all of its
obligations under the Letter Agreements. All references to the term “LYH” or “Lightyear” in the
Letter Agreements shall be deemed to be a reference only to Lightyear Network Solutions, LLC and
not to LY Holdings, LLC.



     2. No Obligation to Pay Revenue Payments. The Lenders hereby forever release and discharge
LNS from any obligation to pay the VoIP Revenue Payments for 2009 and the Wireless Revenue Payments
for 2009.



     3. No Sale Transaction. The parties hereby agree that if the Transaction was consummated, it
would not constitute a “Sale Transaction” for purposes of the Letter Agreements. The parties
further agree that no Termination Fee would be payable as a result of the consummation of the
Transaction.



     4. Subsequent Purchase of Letter Agreements. Following the consummation of the Transaction,
LNS, the Lenders and Libra shall negotiate in good faith for Libra to purchase the Letter
Agreements from the Lenders.



     5. Restatement of Obligations. Except as otherwise expressly set forth herein, each Letter
Agreement shall remain in full force and effect. LNS hereby reaffirms and restates its obligations
under the Letter Agreements as modified herein.



     6. Fees and Expenses. LNS shall pay all reasonable out-of-pocket expenses (including
attorneys’ fees) incurred by the Lenders in connection with the transactions contemplated herein.



     7. Singular and Plural Terms. Wherever the context requires, the singular number shall
include the plural, the plural the singular, and the use of any gender shall include all genders.



     8. Binding Effect. This Agreement shall bind and inure to the benefit of the parties and
their respective successors and permitted assigns. LYH and LNS may not assign this Agreement
without the prior written consent of the Lenders.



     9. Governing Law. This Agreement has been delivered and accepted at and will be deemed to
have been made at Lexington, Kentucky and will be interpreted and the rights and liabilities of the
parties hereto determined in accordance with the laws of the Commonwealth of Kentucky, without
regard to conflicts of law principles.



     10. Jurisdiction. The parties hereby irrevocably agree and submit to the exclusive
jurisdiction of any state or federal court located within Fayette County, Kentucky, and waive any



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objection based on forum non conveniens and any objection to venue of any such action or
proceeding.



     11. Waiver of Jury Trial. The parties hereto each waive any right to trial by jury in any
action or proceeding relating to this Agreement, or any actual or proposed transaction or other
matter contemplated in or relating to any of the foregoing.



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          IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.




	 	 	 	 	 	 	 
	 	 	LY Holdings, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ J. Sherman Henderson III
 

President
	 	 
	 

	 	 	 	(“LYH”)	 	 
	 
	 	 	 	 	 	 
	 	 	Lightyear Network Solutions, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ J. Sherman Henderson III
 

Manager
	 	 
	 

	 	 	 	(“LNS”)	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Rigdon O. Dees III	 	 
	 	 	 	 	 
	 	 	Rigdon O. Dees, III, individually	 	 
	 
	 	 	 	 	 	 
	 	 	Rice Realty Company, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. Brent Rice
 

W. Brent Rice, Member
	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Ron Carmicle	 	 
	 	 	 	 	 
	 	 	Ron Carmicle, individually	 	 
	 
	 	 	 	 	 	 
	 	 	LANJK, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Sherman Henderson III
 

	 	 
	 

	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 
	 	 	CTS Equities Limited Partnership	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chris T. Sullivan
 

Chris T. Sullivan, General Partner
	 	 
	 

	 	 	 	(“Lenders”)