FIFTH AMENDED AND
RESTATED

    COMMERCIAL
NOTE

    


    
      	
              $8,000,000.00

            	
              Lexington,
      Kentucky

            


    

    


    FOR VALUE RECEIVED, the
undersigned, LY Holdings,
LLC, a Kentucky limited liability company, with a principal place of
business at 1901 Eastpoint Parkway, Louisville, Kentucky 40223
(“Borrower”), promises to pay to the order of Chris T. Sullivan, whose
address is 3111 S. Valley View, Suite B-101, Las Vegas, Nevada 89102 (“Lender”),
the principal sum of Eight Million Dollars ($8,000,000.00) (the “Total
Facility”), or the aggregate unpaid balance of all advances made by Lender from
time to time hereunder, together with interest thereon, on or before the
“Maturity Date” as that term is defined below.  Principal of this Note
and all accrued interest thereon shall be due and payable as set forth
below.

    


    RECITAL

    


    Borrower
and Lightyear Network Solutions, LLC (“LNS”) previously made that certain Fourth
Amended and Restated Commercial Note dated March 25, 2009, payable to the order
of Lender in the face principal amount of $8,750,000.00 (the “Original
Note”).  The outstanding principal balance of the Original Note as of
the date hereof is $8,000,000.00.  Lender desires to release and
discharge LNS from its obligations under the Original Note, and Borrower and
Lender desire to amend and restate the Original Note as set forth
herein.  This Note shall be an amendment and restatement, and not a
novation, of the Original Note.  From and after the date of this Note,
all references to the Original Note in any document shall be a reference to this
Note.

    


    
      	
              1.

            	
              Interest
      Rate.  This Note
      shall bear interest from the date hereof until the outstanding principal
      balance of this Note, all accrued but unpaid interest thereon and all
      other charges, fees or expenses hereunder have been repaid to Lender in
      full at a rate equal to (a) the rate charged to Lender by Fifth Third
      Bank pursuant to that certain Commercial Note dated as of December 30,
      2004, in the original principal amount of Ten Million Dollars
      ($10,000,000.00), as such Commercial Note may be amended or refinanced
      from time to time (the “Fifth Third Note”); plus (b) (i) three
      percent (3%) per annum on all amounts owed hereunder up to Seven Million
      Dollars ($7,000,000.00) and (ii) six percent (6%) per annum on all amounts
      owed hereunder in excess of Seven Million Dollars ($7,000,000.00);
      provided, however, that (x) subject to Section 6
      hereof, in no event shall the rate of interest charged under clause
      1(b)(i) of this Note exceed ten percent (10%) per annum, and (y) if
      the debt evidenced by the Fifth Third Note is retired (and not
      refinanced), the rate of interest charged hereunder until this Note is
      paid in full shall be equal to the rate of interest charged hereunder on
      the business day immediately preceding the date that the debt evidenced by
      the Fifth Third Note was retired.

            


    

     

    
      	
              2.

            	
              Payments.  The
      Borrower acknowledges that a principal payment of $250,000.00 was due as
      of December 31, 2009 and is currently owing to Lender.  In
      addition such payment, the principal of, and all interest on, this Note
      shall be due and payable without setoff, offset, credit, counterclaim or
      defense, as follows:

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              March
      31, 2010

            	
              $250,000.00
      plus accrued interest (including any accrued interest outstanding under
      the Original Note on the date
hereof)

            


    

    
      	
               
      

            	
              July
      1, 2010

            	
              $7,500,000.00
      plus accrued interest

            


    

    


    
      	
              3.

            	
              Maturity
      Date.  The
      outstanding principal of this Note, all accrued but unpaid interest
      thereon and all other charges, fees or expenses hereunder shall be due and
      payable in full on or before July 1, 2010 (the “Maturity
      Date”).

            


    

     

    
      	
              4.

            	
              Advances.  All of the
      proceeds of this Note have been or shall be advanced in full to Borrower
      at the closing of this loan, and no further advances shall be
      allowed.  The books and records of Lender shall, at any time, be
      prima facie evidence of the outstanding principal of this
      Note.

            


    

     

    
      	
              5.

            	
              Commitment
      Fee.  On
      January 10, 2010, and on January 10 of each year thereafter until
      this Note is paid in full, Borrower shall pay Lender a commitment fee
      equal to five percent (5%) of the then-outstanding principal balance of
      this Note.  Such commitment fee shall not be considered in the
      calculation of the maximum amount of interest chargeable as contemplated
      by clause (x) of Section 1
      hereof.

            


    

     

    
      	
              6.

            	
              Late
      Charge and Default Rate of Interest.  If Lender
      does not receive any payment due under this Note within two (2) days of
      the date it is due, then Lender may charge a late charge of five percent
      (5.00%) of the amount of the overdue payment (the “Late
      Charge”).  Upon maturity, whether by acceleration or otherwise,
      or upon the occurrence of an Event of Default hereunder, in addition to
      any and all other remedies to which Lender may be entitled, the applicable
      rate of interest on this Note shall be increased to five percent (5.00%)
      per annum in excess of the rate set forth in Section 1,
      above (the “Default Rate”), but not more than the highest rate permitted
      by law.

            


    

     

    
      	
              7.

            	
              Security.  To secure
      repayment of this Note, any extensions or renewals thereof and all other
      existing and future indebtedness of Borrower to Lender (whether direct,
      indirect, absolute or contingent), Borrower has granted to Lender a
      security interest in the property described in the Security Agreement
      dated December 31, 2004, between Borrower, LNS and Lender, as well as any
      and all other property of Borrower which is now or hereafter listed in any
      separate security agreement or mortgage as directly or indirectly securing
      this Note, and also all money and other property of Borrower held by
      Lender on deposit in safekeeping or otherwise for the account of or to the
      credit of Borrower, or in which Borrower has an interest; provided that
      Lender will have the right to call for additional security from Borrower
      as necessary.  All of the documents or instruments that provide
      a lien or security interest in the collateral described above (the
      “Collateral”), as well as any and all other documents or instruments now
      or hereafter executed in connection with this Note and the loan evidenced
      hereby, including but not limited to any Loan Agreement by and between
      Lender and Borrower, are referred to herein collectively as the “Security
      Documents.”  Borrower agrees and acknowledges that the shares of
      capital stock of Libra Alliance Corporation held by Borrower are subject
      to the lien of the Security Documents.  All of the terms and
      conditions of the Security Documents are incorporated herein and made a
      part of this Note as if fully set forth at length herein.  Any
      holder of this Note shall be entitled to the rights, privileges, benefits
      and remedies provided in the Security Documents and in the real and
      personal property secured thereby.  Borrower represents and
      warrants to Lender that the Security Documents have been validly executed
      and delivered to Lender and that the Security Documents are legally valid,
      binding and enforceable against Borrower in accordance with their
      respective terms.  As used herein, “Loan Documents” will mean
      all Security Documents and this Note.  Notwithstanding the
      foregoing, this Section 7 is
      subject in all respects to the provisions of Section
      15.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              8.

            	
              Proceeds.  Borrower
      represents that the proceeds of this Note will be used exclusively for
      business or commercial purposes.

            


    

     

    
      	
              9.

            	
              Events
      of Default and Remedies.  The
      occurrence of any of the following shall be an “Event of Default”
      hereunder:  (a) failure of Borrower to make any payment when due
      under this Note or under any other note or obligation of Borrower to
      Lender within two (2) days after the date such payment is due; (b) an
      Event of Default under the Security Documents, or any default under any of
      the following that does not have a defined set of “Events of Default” and
      the lapse of any notice or cure period provided therein:  any
      other agreement, document or instrument between Borrower and Lender; (c)
      if Borrower or any endorsers or Guarantors of this Note shall (i) make an
      assignment for the benefit of creditors, (ii) have a petition initiating
      any proceeding under the Bankruptcy Code filed by or against one or more
      of them (and in the case of a petition filed against Borrower or any
      Guarantor, the same is not discharged or stayed within thirty (30) days),
      (iii) have a receiver, trustee, or custodian appointed for all or any
      material part of their respective assets, or (iv) seek to make an
      adjustment, settlement or extension of their respective debts with his,
      her or its (as the case may be) creditors generally; (d) a default with
      respect to any other indebtedness of Borrower or any Guarantor for
      borrowed money; (e) a proceeding being filed by or commenced against
      Borrower or any Guarantor of this Note for dissolution or liquidation (and
      in the case of a proceeding commenced against Borrower or any Guarantor,
      the same is not discharged or stayed within thirty (30) days), or Borrower
      or any Guarantor of this Note voluntarily or involuntarily terminating or
      dissolving or being terminated or dissolved; (f) in the event a judgment
      or writ or order of attachment or garnishment is made and issued against
      Borrower or Borrower’s property; (g) the failure of Borrower or any
      Guarantor to provide Lender with additional collateral if in the opinion
      of Lender at any time or times, the market value of any of the collateral
      securing this Note or any guaranty has depreciated; (h) the revocation or
      attempted revocation, in whole or in part, of any guaranty by any
      Guarantor or the death of Borrower or any Guarantor (if an individual);
      (i) any representation or warranty made by Borrower or Guarantor to Lender
      in any document, including but not limited to the Security Documents, or
      any other documents now or in the future securing the obligations of
      Borrower or any Guarantor to Lender, is false or erroneous in any material
      respect; (j) the failure of Borrower or any Guarantor to observe or
      perform any covenant or other agreement with Lender contained in any
      document executed in connection with the loan evidenced hereby, including
      but not limited to this Note or any of the Security Documents; (k) in the
      event Lender in good faith deems itself insecure with respect to payment
      of this Note, or in good faith believes the prospect of payment is
      impaired, or Lender determines in the exercise of its sole judgment that
      Lender’s perfection in any of the Collateral is impaired; or (l) the
      failure of Borrower or any Guarantor to observe or perform any covenant or
      other agreement with Lender contained in any document, including but not
      limited to the Security Documents or any documents now or in the future
      securing the obligations of Borrower or any Guarantor to
      Lender.  As used herein, the term “Guarantor” will mean any
      guarantor of the obligations of Borrower to Lender whether existing on the
      date of this Note or arising in the future, or any person who pledges
      particular Collateral for the security of this Note whether or not the
      debt itself is guaranteed, existing on the date of this Note or arising in
      the future.  Upon the occurrence of an Event of
      Default:  (i) the outstanding principal balance hereunder
      together with any additional amounts secured by the Security Documents, at
      the option of the holder and without demand or notice of any kind (which
      are hereby expressly waived), may be accelerated and become immediately
      due and payable, (ii) this Note, together with all arrearages of interest
      will from the date of the occurrence of the Event of Default bear interest
      at the Default Rate, (iii) Borrower will pay to Lender all reasonable
      attorneys’ fees, court costs and expenses incurred by Lender in connection
      with Lender’s efforts to collect the indebtedness evidenced by the Note,
      and (iv) Lender may exercise from time to time any of the rights and
      remedies available to the holder under the Security Documents or under
      applicable law.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              10.

            	
              Prepayment.   The
      indebtedness evidenced hereby may be prepaid in whole or in part without
      penalty.  Payments received will be applied in the following
      order:  (i) to charges, fees and expenses (including reasonable
      attorneys’ fees), (ii) to accrued interest, and (iii) to
      principal.  Any additional payments will be applied in the
      foregoing order and, to the extent applied to principal, will be applied
      to installments of principal payable hereunder in the inverse order of
      maturity.

            


    

     

    
      	
              11.

            	
              Cumulative
      Remedies.  All rights
      and remedies of the holder of this Note shall be cumulative to the fullest
      extent allowed by law.  Time shall be of the essence for paying
      interest on the principal of this
Note.

            


    

     

    
      	
              12.

            	
              Waiver.  All parties
      to this Note, whether a borrower, endorsers, sureties, guarantors or
      otherwise connected herein, waive presentment, demand, notice of dishonor,
      protest, notice of protest, notice of nonpayment or non-acceptance, any
      other notice and all due diligence or promptness that may otherwise be
      required by law, and all exemptions to which they may now or hereafter be
      entitled under the laws of the Commonwealth of Kentucky, the United States
      of America, or any state thereof.  No delay or failure on the
      part of Lender to exercise any right, remedy or power hereunder, under any
      of the Loan Documents or under applicable law will impair or waive any
      such right, remedy or power (or any other right, remedy or power), be
      considered a waiver of or an acquiescence in any breach, default or Event
      of Default or affect any other or subsequent breach, default or Event of
      Default of the same or a different nature.  No waiver of any
      breach, default or Event of Default, nor any modification, waiver,
      discharge or termination of any provision of this Note, nor consent to any
      departure by Borrower therefrom, will be established by conduct, custom or
      course of dealing; and no modification, waiver, discharge, termination nor
      consent will in any event be effective unless the same is in writing,
      signed by Lender and specifically refers to this Note, and then such
      modification, waiver, discharge or termination or consent will be
      effective only in the specific instance and for the specific purpose for
      which given.  No notice to or demand on Borrower in any case
      will entitle Borrower to any other or further notice or demand in the same
      or any similar or other
circumstance.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              13.

            	
              Expenses
      Incurred by Lender.  If Lender
      expends sums in defending or otherwise protecting its collateral under the
      Loan Documents prior to an Event of Default, or if any Event of Default
      occurs under this Note, and this Note is placed in the hands of an
      attorney for collection, or is collected through any court, including,
      without limitation, bankruptcy court, then Borrower promises to pay the
      holder of this Note the reasonable attorneys’ fees and legal costs
      incurred in collecting or attempting to collect or securing or attempting
      to secure this Note or enforcing the rights of such holder with respect to
      any collateral securing this Note, including, without limitation,
      appraisal fees, costs of environmental audits, site assessments and/or
      remediation, to the fullest extent allowed by the laws of the Commonwealth
      of Kentucky or any state in which any collateral for this Note is
      situated.

            


    

     

    
      	
              14.

            	
              Rights
      of Lender.  Lender may,
      with or without notice to any party and without affecting the obligations
      of Borrower, or any surety, Guarantor, endorser, accommodation party or
      any other party to this Note, (a) renew, extend or otherwise postpone the
      time for payment of either principal of this Note or interest thereon from
      time to time, (b) release or discharge any one or more parties liable on
      this Note, (c) suspend the right to enforce this Note with respect to any
      person(s), including any present or future Guarantor of this Note, (d)
      change, exchange or release any property in which Lender possesses any
      interest securing this Note, (e) justifiably or otherwise, impair any
      collateral securing this Note or suspend the right to enforce against any
      such collateral, and (f) at any time it deems it necessary or proper, call
      for and should it be made available, accept, as additional security, the
      signature(s) of an additional party or a security interest in property of
      any kind or description or both.

            


    

     

    
      	
              15.

            	
              Release
      of LNS.  Notwithstanding
      any provision herein or in any other Loan Document to the contrary, Lender
      hereby agrees that (a) LNS is hereby released and discharged from all of
      its obligations under any Loan Document (including, without limitation,
      that certain Security Agreement dated December 31, 2004, between Borrower,
      LNS and Lender), and (b) all liens, security interests and pledges created
      by LNS pursuant to the Loan Documents are hereby terminated and released
      (and LNS shall be authorized to file such termination statements and
      releases as are necessary to evidence the foregoing).  Lender
      further agrees that (x) the Security Agreement (Limited Liability Company
      Membership) dated December 31, 2004 between Borrower and Lender is hereby
      terminated and of no further force or effect, and that all liens, security
      interests and pledges created in Borrower’s membership units in LNS
      pursuant thereto (or pursuant to any other Loan Document) are hereby
      terminated and released (and that Borrower is not prohibited from selling,
      transferring or assigning such membership units), and (y) the Assignment
      of Life Insurance Policy as Collateral dated December 30, 2004 from LNS in
      favor of Lender is hereby terminated and of no further force or effect,
      and that Lender hereby releases all right, title and interest in and to
      the life insurance policy described therein.  Lender further
      agrees that LNS is not subject to, or bound by, (i) the Subordination and
      Intercreditor Agreement, dated July 30, 2004, among Lender, Borrower, LNS
      and the other parties thereto, or (ii) the Subordination and Intercreditor
      Agreement, dated December 31, 2004, among the Lender, Borrower, LNS and
      the other parties thereto.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
              16.

            	
              Late Charge, Default
      Rate, and Prepayment
Premium.

            


    

     

    
      	
               
      

            	
              16.1

            	
              The
      Late Charge, the Default Rate, and the Prepayment Premium, if any, are
      imposed as liquidated damages for the purpose of defraying Lender’s
      expenses incident to the handling of delinquent payments, but are in
      addition to, and not in lieu of, Lender’s exercise of any rights and
      remedies hereunder, under the other Security Documents or under applicable
      law, and any fees and expenses of any agents or any reasonable fees and
      expenses of any attorneys which Lender may employ.  In addition,
      the Default Rate reflects the increased credit risk to Lender of carrying
      a loan that is in default.  Borrower agrees that the Late
      Charge, Default Rate, and Prepayment Premium are reasonable forecasts of
      just compensation for anticipated and actual harm incurred by Lender, and
      that the actual harm incurred by Lender cannot be estimated with certainty
      and without difficulty.

            


    

     

    
      	
               
      

            	
              16.2

            	
              Nothing
      contained in this Note regarding late charges or the Default Rate will be
      construed in any way to extend the due date of any payment or waive any
      payment default, and each such right is in addition to, and not in lieu
      of, the other and any other rights and remedies of Lender hereunder, under
      any of the Security Documents or under applicable law (including, without
      limitation, the right to interest, reasonable attorneys’ fees and other
      expenses).

            


    

     

    
      	
              17.

            	
              Usury.  Without
      limiting the generality of the foregoing, if from any circumstances
      whatsoever the fulfillment of any provision of this Note involves
      transcending the limit of validity prescribed by any applicable usury
      statute or any other applicable law with regard to obligations of like
      character and amount, then the obligation to be fulfilled will be reduced
      to the limit of such validity as provided in such statute or law, so that
      in no event will any exaction of interest be possible under this Note in
      excess of the limit of such validity and the right to demand any such
      excess is hereby expressly waived by Lender.  As used in this
      Section, “applicable usury statute” and “applicable law” mean such statute
      and law in effect on the date hereof, subject to any change therein that
      result in a higher permissible rate of
interest.

            


    

     

    
      	
              18.

            	
              Singular
      and Plural Terms.  Wherever
      used herein, the singular number shall include the plural, the plural the
      singular, and the use of any gender shall include all
    genders.

            


    

     

    
      	
              19.

            	
              Binding
      Effect.  This Note
      will bind Borrower and the successors and assigns of Borrower, and the
      benefits hereof will inure to the benefit of Lender and its heirs,
      executors, administrators, successors and assigns.  All
      references herein to the “Borrower” and “Lender” will include the
      respective heirs, administrators, successors and assigns thereof;
      provided, however, that Borrower may not assign this Note in whole or in
      part without the prior written consent of Lender and Lender at any time
      may assign this Note in whole or in part (but no assignment by Lender of
      less than all of this Note will operate to relieve Borrower from any duty
      to Lender with respect to the unassigned portion of this
      Note).

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              20.

            	
              Repayment
      by Lender.  If at any
      time all or any part of any payment or transfer of any kind received by
      Lender with respect to all or any part of this Note is repaid, set aside
      or invalidated by reason of any judgment, decree or order of any court or
      administrative body, or by reason of any agreement, settlement or
      compromise of any claim made at any time with respect to the repayment,
      recovery, setting aside or invalidation of all or any part of such payment
      or transfer, Borrower’s obligations under this Note will continue (and/or
      be reinstated) and Borrower will be and remain liable, and will indemnify,
      defend and hold harmless Lender for, the amount or amounts so repaid,
      recovered, set aside or invalidated and all other claims, demands,
      liabilities, judgments, losses, damages, costs and expenses incurred in
      connection therewith.  The provisions of this Section will be
      and remain effective notwithstanding any contrary action which may have
      been taken by Borrower in reliance upon such payment or transfer, and any
      such contrary action so taken will be without prejudice to Lender’s rights
      hereunder and will be deemed to have been conditioned upon such payment or
      transfer having become final and irrevocable.  The provisions of
      this Section will survive any termination, cancellation or discharge of
      this Note.

            


    

     

    
      	
              21.

            	
              Notices.  All
      notices, demands, requests, consents or approvals and other communications
      required or permitted hereunder will be in writing, and, to the extent
      required by applicable law, will comply with the requirements of the
      Uniform Commercial Code then in effect, and will be addressed to such
      party at the address set forth below or to such other address as any party
      may give to the other in writing for such
  purpose:

            


    

     

    
      	 
      	
              To
      Lender:

            	
              Chris
      T. Sullivan

            
	 
      	 
      	
              3111
      S. Valley View, Suite B-101

            
	 
      	 
      	
              Las
      Vegas, Nevada 89102

            
	 
      	 
      	 
      
	 
      	
              With
      a copy to:

            	
              Brent
      Rice, Esq.

            
	 
      	 
      	
              McBrayer,
      McGinnis, Leslie & Kirkland, PLLC

            
	 
      	 
      	
              201
      East Main Street, Suite 1000

            
	 
      	 
      	
              Lexington,
      Kentucky 40507-2003

            
	 
      	 
      	 
      
	 
      	
              To
      Borrower:

            	
              LY
      Holdings, LLC

            
	 
      	 
      	
              1901
      Eastpoint Parkway

            
	 
      	 
      	
              Louisville,
      Kentucky 40223

            
	 
      	 
      	 
      
	 
      	
              With
      a copy to:

            	
              Robert
      V. Sartin, Esq.

            
	 
      	 
      	
              Frost
      Brown Todd LLC

            
	 
      	 
      	
              Lexington
      Financial Center

            
	 
      	 
      	
              250
      West Main Street, Suite 2700

            
	 
      	 
      	
              Lexington,
      Kentucky 40507-1749

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    All such
communications, if personally delivered, will be conclusively deemed to have
been received by a party hereto and to be effective when so delivered, or if
sent by telex, facsimile or telegraphic means, on the day on which transmitted,
or if sent by overnight courier service, on the day after deposit thereof with
such service, or if sent by certified or registered mail, on the third business
day after the day on which deposited in the mail.

     

    
      	
              22.

            	
              Governing
      Law.  This Note 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.

            


    

     

    
      	
              23.

            	
              Jurisdiction. Borrower
      hereby irrevocably agrees and submits to the exclusive jurisdiction of any
      state or federal court located within Fayette County, Kentucky, or, at the
      option of Lender in its sole discretion, of any state or federal court(s)
      located within any other county, state or jurisdiction in which Lender at
      any time or from time to time chooses in its sole discretion to bring an
      action or otherwise exercise a right or remedy, and Borrower waives any
      objection based on forum
      non conveniens and any
      objection to venue of any such action or
  proceeding.

            


    

     

    
      	
              24.

            	
              Waiver
      of Jury Trial.  The parties
      hereto each waive any right to trial by jury in any action or proceeding
      relating to this Note, 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, Borrower has
executed this Note as of the 11th day of February, 2010.

     

    
      
        
          	 
      	
                  BORROWER:

                
	 
      	 
      
	 
      	
                  LY
      HOLDINGS, LLC

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ J. Sherman Henderson
  III

                
	 
      	 
      	
                  J.
      Sherman Henderson III

                
	 
      	 
      	
                  President
      and C.E.O.

                
	 
      	 
      
	 
      	
                  LENDER:

                
	 
      	 
      
	 
      	
                  /s/  Chris T. Sullivan

                
	 
      	
                  Chris
      T. Sullivan

                


        

      

    

     

    
      
         


      

      
        S-1