Attachment Notification

This document pretains to ITC-T/C-20100311-00106 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010031100106_805452

Jean L. Kiddoo Brett P. Ferenchak jean.kiddoo@bingham.com brett.ferenchak@bingham.com March 11, 2010 Via MyIBFS and Courier Marlene H. Dortch, Secretary Office of the Secretary Federal Communications Commission 445 12th Street, S.W. Room TW-A325 Washington, DC 20554 Attn: International Bureau Wireline Competition Bureau Re: Notification Regarding a Pro Forma Change of Direct Control of Lightyear Networks Solutions, LLC Dear Secretary Dortch: Lightyear Networks Solutions, LLC (“Lightyear”), Libra Alliance Corp. (“Libra”) and LY Holdings, LLC (“LYH”) (Lightyear, Libra and LYH collectively, the “Parties”), through their undersigned counsel, and pursuant to Sections 63.03(d) and 63.24(d) and (f) of the Commission’s Rules, notify the Commission of a pro forma change of direct control of Lightyear from LYH to Libra, which was completed on February 12, 2010. The change of direct control is pro forma in nature because LYH continues to have ultimate indirect control of Lightyear after change in direct control. Description of the Parties Lightyear and LYH are are limited liability companies organized and existing under the laws of the Commonwealth of Kentucky, with offices located at 1901 Eastpoint Parkway, Louisville, Kentucky 40223. Prior to the pro forma change of direct control, Lightyear was a wholly owned direct subsidiary of LYH. Lightyear holds domestic and international Section 214 authorizations from the FCC and is authorized to provide local exchange telecommunications services in 44 states and long distance telecommunications services in 49 states. Libra is a publicly held (OTCBB: LBAL) Nevada corporation that has had no operations since 1998. Libra is the new direct 100% owner of Lightyear, while LYH owns approximately 69% of Libra. Libra’s pre-transaction public shareholders maintained minority interests in Libra, but no person or entity other than LYH has a 10% or greater direct ownership interest in Libra. A/73304732.2

Marlene H. Dortch, Secretary March 11, 2010 Page 2 Description of the Pro Forma Change of Direct Control Through various agreements, LYH exchanged 100% of its membership interest in Lightyear for shares in Libra representing an approximately 69% ownership interest. As a result, Libra became the sole direct owner of Lightyear and LYH became the only direct owner of more than 10% of Libra. The end result of the exchange was insertion of Libra in Lightyear’s corporate ownership in between Lightyear and LYH. Since LYH continues to control Lightyear through Libra, the transfer of direct control of Lightyear from LYH to Libra was pro forma in nature. For the Commission’s convenience, pre- and post-transaction corporate organizational structure charts are provided as Exhibit A. Following the pro forma internal merger, Lightyear’s customers continue to receive service under the same rates, terms and conditions of service as before. The transaction did not involve a change in Lightyear’s operating authority and Lightyear’s rates remain in effect. Thus, the transaction was seamless and transparent to consumers. Further, there was no change in Lightyear’s management as a result of this change of control. The Parties certify that the transaction was pro forma and that it did not result in a change in Lightyear’s ultimate ownership or control. Public Interest Considerations The Parties respectfully submit that the proposed transaction serves the public interest. In particular, the Parties submit that the transaction was transparent to consumers. Following the pro forma change of control, Lightyear continues to offer service with no change in the rates or terms and conditions of service. Further, Lightyear continues to provide service to its customers under the same names, and continues to be led by an experienced management team. Therefore, the transfer of control of Lightyear was seamless and transparent to consumers. Further, the transaction provides Lightyear access to the expanded capital markets available to a publicly traded entity. Information Required by Sections 63.03(d)(2) and 63.24(f)(2) As required by Sections 63.03(d)(2) and 63.24(f)(2), the Parties provides the following information required by 63.04(a)(1) through (a)(4) with respect to the Parties: Name and address of each Party (Sections 63.04(a)(1) & 63.18(a)): Lightyear Network Solutions, LLC FRN: 0010045128 LY Holdings, LLC FRN: 0018126557 Libra Alliance Corp. FRN: 0019610898 1901 Eastpoint Parkway Louisville, Kentucky 40223 (502) 253-1508 (Tel) A/73304732.2

Marlene H. Dortch, Secretary March 11, 2010 Page 3 State of organization (Sections 63.04(a)(2) & 63.18(b)): Lightyear and LYH are Kentucky limited liability companies. Libra is a Nevada corporation. Contact Person(s) (Section 63.04(a)(3) & 63.18(c)): Jean L. Kiddoo Brett P. Ferenchak Bingham McCutchen LLP 2020 K Street, N.W. Washington, DC 20006-1806 202-373-6000 (Tel) 202-373-6001 (Fax) jean.kiddoo@bingham.com brett.ferenchak@bingham.com with copies to: John J. Greive General Counsel Lightyear Network Solutions, LLC 1901 Eastpoint Parkway Louisville, KY 40223 502-244-6666 Ext. 1248 (Tel) 502-515-4138 (Fax) John.Greive@Lightyear.net Section 214 Authorizations Held (Section 63.18(d)): Lightyear holds international Section 214 authority granted in ITC-214- 19930903-00004 (Old file No. ITC-93-317) and ITC-214-19980506-00299 (Old File No. ITC-98-345).1 Lightyear also holds blanket domestic Section 214 authority to provide interstate telecommunications services. Neither LYH nor Libra hold Section 214 authorization. 1 These authorizations were assigned to Lightyear from Lightyear Telecommunications, LLC, Debtor-in-Possession in IB File Nos. ITC-ASG-20031224- 00562 and ITC-ASG-20031222-00561, respectively. A/73304732.2

Marlene H. Dortch, Secretary March 11, 2010 Page 4 Ownership Information (Sections 63.04(a)(4) & 63.18(h)): As a result of the pro forma change in direct control, the following entities hold, directly or indirectly a 10% or greater interest2 in Lightyear as calculated pursuant to the Commission ownership attribution rules for international telecommunications carriers: (1) The following entity has a 10% or greater direct interest in Lightyear Network Solutions, LLC: Name: Libra Alliance Corp. Address: 1901 Eastpoint Parkway Louisville, KY 40223 Ownership Interest: 100% (directly in Lightyear) Citizenship: U.S Principal Business: Holding Company (2) The following entity has a 10% or greater direct interest in Libra Alliance Corp.: Name: LY Holdings, LLC Address: 1901 Eastpoint Parkway Louisville, KY 40223 Ownership Interest: Approx. 69% (directly in Libra and indirectly in Lightyear) Citizenship: U.S Principal Business: Holding Company (3) The following entities has a 10% or greater direct or indirect interest in LY Holdings, LLC: Name: LANJK, LLC Address: 1901 Eastpoint Parkway Louisville, KY 40223 Ownership Interest: 50% (directly in LYH and 34.5% indirectly in Lightyear through Libra and LYH) Citizenship: U.S Principal Business: Telecommunications 2 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. A/73304732.2

Marlene H. Dortch, Secretary March 11, 2010 Page 5 LANJK, LLC’s is wholly owned by Judith Henderson and managed by J. Sherman Henderson, III, both U.S. citizens who can be contacted at the same address. Name: SullivanLY, LLC Address: 3717 W. North “B” Street Tampa, FL 33609 Ownership Interest: 30% (directly in LYH and 20.7% indirectly in Lightyear through Libra and LYH) Citizenship: U.S Principal Business: Investment SullivanLY, LLC is wholly owned and managed by Chris Sullivan, a U.S. citizen who can be contacted at the same address. No other entity holds a 10% or greater direct or indirect interest in Lightyear. The Parties do not have any interlocking directorates with a foreign carrier. No other person or entity, directly or indirectly, owns or controls ten percent (10%) or more of the Parties. The Parties do not have any interlocking directorates with a foreign carrier. * * * * An original and five (5) copies of this letter are enclosed for filing. Please date-stamp the extra copy and return it in the envelope provided. In addition, this notification letter is being filed electronically via MyIBFS. Please direct any questions to the undersigned. Respectfully submitted, Jean L. Kiddoo Brett P. Ferenchak Counsel for Parties A/73304732.2

EXHIBIT A Pre- and Post-Pro Forma Transaction Corporate Organizational Charts A/73304732.2

Pre-Transaction Illustrative Organization Chart LANJK, LLC SullivanLY, LLC 50% 30% LY Holdings, LLC 100% Lightyear Network Solutions, LLC

Post-Transaction Illustrative Organization Chart LANJK, LLC SullivanLY, LLC 50% 30% LY Holdings, LLC 69% Libra Alliance Corp. 100% Lightyear Network Solutions, LLC

VERIFICATION I, John J. Greive, state that I am the General Counsel of Lightyear Networks Solutions, LLC, Libra Alliance Corp. and LY Holdings, LLC (the "Companies"); that I am authorized to make this Verification on behalf of the Companies; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this // day of March, 2010 ightyear Networks Solutions, LLC Libra Alliance Corp. LY Holdings, LLC A/73304732.1


Document Created: 2010-03-11 14:21:57
Document Modified: 2010-03-11 14:21:57
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