America Online 2009 Annual Report Download - page 182

"Business Day" means any day other than a Saturday, Sunday or a holiday on which banks in New York City are authorized or required by law to
close.
"Cash Collateral Account" has the meaning set forth in Section 3(d).
"Cash Collateralization Event" means the occurrence of any of the following:
(i) AOL shall fail to make any payment when and as the same shall become due and payable hereunder (after giving effect to any applicable grace
periods) or under the TW Credit Fee Letter, and such failure shall continue unremedied for a period of five days;
(ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group (within the meaning of the Securities Exchange
Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder), of equity interests in AOL representing more than 35%
of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding equity interests in AOL;
(iii) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of AOL and its
subsidiaries, taken as a whole, or the merger, consolidation or amalgamation of AOL with or into any other person or of any other person with or into
AOL, in any event pursuant to a transaction in which the outstanding voting equity interests of AOL are reclassified into or exchanged for cash,
securities or other property, other than any such transaction pursuant to which the holders of the voting equity interests of AOL immediately prior to
such transaction own, directly or indirectly, not less than a majority of such voting equity interests of AOL or the surviving corporation or transferee
immediately after such transaction;
(iv) persons who were (A) nominated or recommended for nomination by the board of directors of AOL or (B) appointed by directors so nominated, in
each case other than any person whose initial nomination or appointment occurred as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors on the board of directors of AOL (other than any such solicitation made by the board of
directors of AOL), ceasing to occupy a majority of the seats (excluding vacant seats) on the board of directors of AOL;
(v) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (A) liquidation, reorganization or other relief in
respect of AOL or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect or (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for AOL or for a
substantial part of its assets, and, in any such
case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be
entered; or
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