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Joint Plan of Reorganization

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Sectors: Media, Telecommunications
Governing Law: New York, View New York State Laws
Effective Date: January 17, 2006
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EXHIBIT 10.2 IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - - - - - x In re: : : Chapter 11 AMERICA ONLINE LATIN AMERICA, : Case No. 05-11778 (MFW) INC., et al., 1 : : (Jointly Administered) : Debtors. : - - - - - - - - - - - - - - - - - - - - - - - - - - - - x JOINT PLAN OF REORGANIZATION AND LIQUIDATION PURSUANT TO
CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE SHEARMAN & STERLING LLP
Douglas P. Bartner
Michael H. Torkin
Michael Pardo
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
Facsimile: (212) 848-7179 and YOUNG CONAWAY STARGATT
& TAYLOR, LLP
Pauline K. Morgan (Del. 3650)
Edmon L. Morton (Del. 3856)
Margaret B. Whiteman (Del. 4652)
The Brandywine Building
1000 West Street, 17th Floor
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253Co-Counsel for the Debtors and Debtors in PossessionDated: January 17, 2006 1 In addition to America Online Latin America, Inc., the other debtors herein are AOL Latin America Management LLC, AOL Puerto Rico Management Services, Inc. and America Online Caribbean Basin, Inc.


TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION AND COMPUTATION OF TIME 1 Section 1.1 Defined Terms 1 Section 1.2 Rules of Interpretation and Computation of Time 12 ARTICLE II ADMINISTRATIVE CLAIMS, PROFESSIONAL FEES AND PRIORITY TAX CLAIMS 12 Section 2.1 Administrative Claims 12 Section 2.2 Statutory Fees 13 Section 2.3 Professional Fees 13 Section 2.4 Priority Tax Claims 13 ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND EQUITY INTERESTS 13 Section 3.1 Classification 13 Section 3.2 Acceptances and Rejections 14 Section 3.3 Treatment of Claims and Equity Interests 14 Section 3.4 Miscellaneous 17 ARTICLE IV CRAM DOWN 17 ARTICLE V MEANS FOR IMPLEMENTATION OF THE PLAN 17 Section 5.1 Substantive Consolidation for Purposes of Voting, Confirmation and Distribution 17 Section 5.2 Vesting of Assets in Reorganized AOLA LLC 18 Section 5.3 Dismissal of Officers and Directors and Dissolution of Dissolving Debtors 19 Section 5.4 Vesting of Assets in the Liquidating LLC 19 Section 5.5 Transfer of Other PR Assets to AOL 19 Section 5.6 Restructuring Transactions 20 Section 5.7 Authority to Effectuate Plan 20 Section 5.8 Cancellation of Notes, Instruments, Debentures and Equity Interests 20 Section 5.9 Execution of Related Documents 20 Section 5.10 Conversion of AOLA to Reorganized AOLA LLC, Sole Member of Reorganized AOLA LLC and Corporate Action 21


Page Section 5.11 Distributions by the Liquidating LLC; Turnover by Time Warner to Accepting Class 4 Claims and the Cisneros Group Parties 21 Section 5.12 Status Reports 23 Section 5.13 Elimination of Classes 24 Section 5.14 Late Claims 24 Section 5.15 Creation of the Liquidating LLC 24 Section 5.16 The LLC Agents 24 ARTICLE VI TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 25 Section 6.1 Assumption/Rejection of Executory Contracts and Unexpired Leases 25 Section 6.2 Rejection Damage Claims 26 Section 6.3 Indemnification of Directors, Officers and Employees 26 Section 6.4 Benefits, Compensation and Severance 27 ARTICLE VII RIGHTS OF ACTION 27 Section 7.1 Maintenance of Rights of Action 27 Section 7.2 Preservation of All Rights of Action Not Expressly Settled or Released 27 ARTICLE VIII PROVISIONS GOVERNING DISTRIBUTIONS 28 Section 8.1 Distribution to Creditors 28 Section 8.2 Claims Allowed as of the Effective Date 28 Section 8.3 Disputed Priority Claims Fund; Disputed General Unsecured Claims Fund; Nonaccepting Class 4 Claims Fund and Accepting Class 4 Claims Fund 28 Section 8.4 Delivery of Distributions 28 Section 8.5 Undeliverable Distributions 29 Section 8.6 Compliance with Tax Requirements/Allocation 29 Section 8.7 Fractional Dollars, De Minimis Distributions 30 Section 8.8 Set-Offs and Recoupments 30 Section 8.9 Time Bar to Cash Payments 30 Section 8.10 Manner of Payment Under Plan of Reorganization 30 ARTICLE IX PROCEDURES FOR RESOLVING DISPUTED CLAIMS 31 Section 9.1 Prosecution of Objections to Claims 31


Page Section 9.2 Estimation of Claims 31 Section 9.3 Cumulative Remedies 31 Section 9.4 Payments and Distributions on Disputed Claims 31 Section 9.5 Allowance of Claims 32 ARTICLE X CONDITIONS PRECEDENT TO CONFIRMATION AND EFFECTIVE DATE OF THE PLAN 33 Section 10.1 Conditions Precedent to Confirmation 33 Section 10.2 Conditions Precedent to Occurrence of the Effective Date 33 Section 10.3 Waiver of Conditions 34 Section 10.4 Effect of Non-Occurrence of Effective Date Conditions 34 Section 10.5 Substantial Consummation of Plan 34 ARTICLE XI RELEASE, INJUNCTIVE AND RELATED PROVISIONS 34 Section 11.1 Subordination 34 Section 11.2 Releases 35 Section 11.3 Exculpation and Limitation of Liability 36 Section 11.4 Injunction 36 Section 11.5 Indemnification 37 Section 11.6 Term of Existing Injunctions or Stays 37 ARTICLE XII RETENTION OF JURISDICTION 37 Section 12.1 Retention of Jurisdiction 37 ARTICLE XIII MISCELLANEOUS PROVISIONS 39 Section 13.1 Title to Assets 39 Section 13.2 Releases of All Liens 39 Section 13.3 Modification of Plan 40 Section 13.4 Discharge of Debtors 40 Section 13.5 Revocation of Plan 40 Section 13.6 Successors and Assigns 40 Section 13.7 Retention and Destruction of Records 40 Section 13.8 Post-Effective Date Fees and Expenses 40


Page Section 13.9 Section 1145 Exemption 40 Section 13.10 Headings 41 Section 13.11 Governing Law 41 Section 13.12 Severability 41 Section 13.13 Implementation 41 Section 13.14 Inconsistency 41 Section 13.15 Further Assurances 41 Section 13.16 Service of Documents 42 Section 13.17 Exemption from Certain Transfer Taxes 43 Section 13.18 Compromise of Controversies 43 Section 13.19 No Admissions 43 Section 13.20 Filing of Additional Documents 43 Section 13.21 Continuing Viability of Other Orders 43 Section 13.22 Closing of Cases 44 Exhibit A Shut-Down Costs Letter Agreement


DEBTORS' JOINT PLAN OF REORGANIZATION AND LIQUIDATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE America Online Latin America, Inc., AOL Latin America Management LLC, AOL Puerto Rico Management Services, Inc. and America Online Caribbean Basin, Inc., debtors and debtors in possession in the above-captioned cases, hereby respectfully propose the following Joint Plan of Reorganization and Liquidation under chapter 11 of the Bankruptcy Code. The only Persons and Entities entitled to vote on the Plan are the Holders of Class 3 Claims and Class 4 Claims and such Holders are encouraged to read the Plan and the accompanying Disclosure Statement and their respective exhibits in their entirety before voting to accept or reject the Plan. No materials other than the Plan, the Disclosure Statement and their respective exhibits and schedules, if any, attached thereto or referenced therein have been authorized by the Debtors for use in soliciting acceptances or rejections of the Plan. ARTICLE I DEFINED TERMS, RULES OF INTERPRETATION AND COMPUTATION OF TIME Section 1.1 Defined Terms Unless the context otherwise requires, the following terms shall have the following meanings when used in capitalized form in the Plan: " Accepting Class 4 Claim" means an Allowed Class 4 General Unsecured Claim entitled to vote on this Plan that (a) during the Solicitation Period, votes to accept this Plan and does not expressly " opt out" of the General Release by returning a Ballot electing to " opt out" of such General Release or (b) following the Solicitation Period, executes an agreement, in form and substance reasonably satisfactory to the TW Parties, providing the General Release. " Accepting Class 4 Claims Fund" means, if the Cash Option is elected, a fund, which shall be held by the Liquidating LLC to ensure that Disputed Accepting Class 4 Claims receive their ratable Distribution if such Claims ultimately become Allowed, consisting of an amount in Cash equal to the difference between (a) the aggregate amount of Accepting Class 4 Claims, minus (b) the aggregate amount paid to Accepting Class 4 Claims on the Effective Date. " Accepting Class 4 Distribution Amount" means the aggregate of the Supplemental Distribution Amounts for all Accepting Class 4 Claims. " Accepting Class 4 Claim Payment" means, as to each Holder of an Accepting Class 4 Claim, an amount of Cash equal to (a) such Holder' s PR Distribution Amount, (b) such Holder' s Additional Distribution Amount and (c) such Holder' s pro rata share of the Turnover Amount, which collectively shall equal 100% of the Allowed amount of such Accepting Class 4 Claim Holder' s Allowed Claim. " Additional Distribution Amount" means, as to each Holder of a Class 4 General Unsecured Claim, an amount of Cash that such Holder is entitled to receive in order to maintain pari passu treatment with the TW Parties as a result of the TW Parties' agreement to turn over the Turnover Amount or any actual distribution on the Effective Date of Net Available Cash on account of the Series B Beneficial Interests or Series C Beneficial Interests. " Administrative Claim" means a Claim for costs and expenses of administration under section 503(b)(1) or 507(b) of the Bankruptcy Code, including for: (a) the actual and necessary costs and expenses incurred after the Petition Date of preserving the Estates and operating the businesses of the Debtors; (b) compensation for services and reimbursement of expenses under section 330(a) or 331 of the Bankruptcy Code and other Professional Fees; (c) any indebtedness or obligations incurred by or assumed by the Debtors during the Chapter 11 Cases; and (d) all fees and charges assessed against the Estates under 28 U.S.C. a7a7 1911-1930.

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" Administrative Claim Bar Date" means the date that is forty-five (45) days after the Effective Date. " Administrative Claims Reserve Fund" means such amount of Cash which is allocable to Administrative Claims (other than Retention Payments) under any applicable line items in the Budget, as the Debtors shall determine to be necessary to retain on the Effective Date in respect of unpaid Allowed Administrative Claims (other than Retention Payments) and Professional Fees or, if Disputed, for the purpose of paying such Disputed amounts to the extent such Disputed amounts become Allowed. The amount of the Administrative Claims Reserve Fund shall be disclosed in a notice included in the Plan Supplement. " Allowed" means any Claim or portion thereof against any Debtor, (a) proof of which was filed within the applicable period of limitation, if any, fixed by the Bankruptcy Court in accordance with Bankruptcy Rule 3003(c)(3) as to which (i) no objection to the allowance thereof, or action to equitably subordinate or otherwise limit recovery with respect thereto, has been interposed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or a Final Order, (ii) any objection has been settled, waived, withdrawn or denied by a Final Order or (iii) if an objection has been interposed, such Claim as has been allowed (whether in whole or in part) by a Final Order, (b) which, if no proof of claim was so filed, has been listed by a Debtor in its Schedules, if any, as liquidated in an amount and not disputed or contingent and as to which (i) no objection to the allowance thereof, or action to equitably subordinate or otherwise limit recovery with respect thereto, has been interposed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or a Final Order, or (ii) any objection has been settled, waived, withdrawn or denied by a Final Order or (iii) if an objection has been interposed, such Claim as has been allowed (whether in whole or in part) by a Final Order, (c) which Claim arises from the recovery of property under section 550 or 553 of the Bankruptcy Code and is allowed in accordance with section 502(h) of the Bankruptcy Code, (d) which Claim is expressly allowed under the Plan, (e) which Claim is allowed by a Final Order or (f) which Claim is not otherwise objected to or disputed; provided , however , that with reference to any Claim, the term " Allowed" for purposes of distribution under the Plan shall not include, unless otherwise specified in the Plan, interest on such Claim from and after the Petition Date. " AOL" means America Online, Inc. " AOL Brazil" means AOL Brasil Ltda. " AOL Brazil Equity Interests" means all equity in AOL Brazil owned directly by AOL Spain, including, but not limited to, all issued, unissued, authorized or outstanding shares, stock or quotas, together with any warrants, options or contract rights to purchase or acquire such interests at any time held directly by AOL Spain. " AOL Caribbean Basin" means America Online Caribbean Basin, Inc. " AOL General Unsecured Claim" means all prepetition Claims against the Debtors held by AOL (the total of which equals $1,592,430). " AOL License" means that certain AOL License Agreement dated as of August 7, 2000, by and between AOL and AOLA, as amended. " AOL License Rejection Claims" means any Claims of the TW Parties arising from the Debtors' rejection of the AOL License. " AOL Management LLC" means AOL Latin America Management LLC. " AOL Mexico" means AOL S. de R.L. de C.V. " AOL Mexico Equity Interests" means all equity in AOL Mexico owned directly by AOLA, including, but not limited to, all issued, unissued, authorized or outstanding shares or stock or quotas, together with any warrants, options or contract rights to purchase or acquire such interests at any time held directly by AOLA. " AOL Puerto Rico" means AOL Caribbean Basin and Puerto Rico Management Services, collectively.

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" AOL Spain" means AOL Latin America, S.L. " AOL Spain Equity Interests" means any equity interest in AOL Spain, including, but not limited to, all issued, unissued, authorized or outstanding shares or stock or quotas, together with any warrants, options or contract rights to purchase or acquire such interests at any time. " AOL Venezuela" means AOL Venezuela S.R.L. " AOL Venezuela Equity Interests" means all equity in AOL Venezuela owned directly by AOLA, including, but not limited to, all issued, unissued, authorized or outstanding shares or stock or quotas, together with any warrants, options or contract rights to purchase or acquire such interests at any time held directly by AOLA. " AOLA" means America Online Latin America, Inc. " AOLA Certificate of Conversion to Limited Liability Company" means the certificate of conversion to limited liability company of Reorganized AOLA LLC, which shall be filed with the Secretary of State of the State of Delaware on or before the Effective Date and which shall be in form and substance satisfactory to the Debtors and the Principal Stockholders. " AOLA Limited Liability Company Agreement" means the limited liability company agreement of Reorganized AOLA LLC, which shall be filed with the Secretary of State of the State of Delaware on or before the Effective Date, the form of which shall be filed in the Plan Supplement and which shall be in form and substance satisfactory to the Debtors and the Principal Stockholders. " Assets" means any and all real or personal property of any nature, including, without limitation, any real estate, buildings, structures, improvements, privileges, rights, easements, leases, subleases, licenses, goods, materials, supplies, furniture, fixtures, equipment, work in process, accounts, chattel paper, cash, deposit accounts, reserves, deposits, contractual rights, intellectual property rights, claims, Rights of Action and any other general intangibles of the Debtors, as the case may be, of any nature whatsoever, including, without limitation, the property of the Estates pursuant to section 541 of the Bankruptcy Code. " Assumed Benefit Plans" means certain of the Debtors' employment and severance policies, and compensation and benefit plans, policies, and programs of the Debtors applicable to their employees, retirees and non-employee directors and the employees and retirees of its subsidiaries, including, without limitation, savings plans, retirement plans, healthcare plans, disability plans, severance benefit plans, and life, accidental death and dismemberment insurance plans that the Debtors intend to assume pursuant to Section 6.4(a), as shall be disclosed by the Debtors in a notice to be included in the Plan Supplement. " Available Cash" means the Liquidating LLC' s aggregate Cash on hand as of any Distribution Date, less an amount necessary to pay or reserve for, without duplication (i) the Administrative Claims Reserve Fund, (ii) the Liquidating LLC Expense Reserve, (iii) if (A) the LLC Option is elected, a Disputed General Unsecured Claims Fund or (B) if the Cash Option is elected, the Nonaccepting Class 4 Claims Fund and the Accepting Class 4 Claims Fund, (iv) the Retention Payment Fund, (v) the Disputed Priority Claims Fund, (vi) the PR Distribution Amount for all Allowed Class 4 General Unsecured Claims, (vii) Priority Tax Claims, (viii) Class 1 Claims and (ix) Class 2 Claims. " Ballot" means a ballot for voting to accept or reject the Plan distributed to Holders of Claims entitled to vote on the Plan. " Bankruptcy Code" means title 11 of the United States Code as in effect on the Petition Date, as it has been or may after the Petition Date be amended to the extent applicable to the Chapter 11 Cases. " Bankruptcy Court" means the United States District Court having jurisdiction over the Chapter 11 Cases and, to the extent of any reference made pursuant to section 157 of title 28 of the United States Code or the General

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Order of such District Court pursuant to section 151 of title 28 of the United States Code, the bankruptcy unit of such District Court. " Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure and the General Orders or local rules of the Bankruptcy Court, each as in effect on the Petition Date and as each has been or may after the Petition Date be amended to the extent applicable in the Chapter 11 Cases. " Bar Date" means the applicable date by which proofs of claim must be filed in the Chapter 11 Cases, as set forth in the Bar Date Order. " Bar Date Order" means the Order (1) Fixing Deadlines for the Filing of Proofs of Claim and (2) Approving the Form and Manner of Notice with Respect Thereto, entered by the Bankruptcy Court on August 26, 2005. " Budget" means the budget included in the Plan Supplement, in form and substance acceptable to the Principal Stockholders, which sets forth the estimated expenses of the wind-down of the Debtors (and the Debtors' contribution, if any, to the wind-down of the Debtors' non-debtor subsidiaries) from and after the Effective Date, as the same may be amended from time to time by the LLC Agents in accordance with (and not in any way inconsistent with) the terms of this Plan, and which is incorporated by reference in its entirety in this Plan. " Business Day" means any day, other than a Saturday, Sunday or a " legal holiday" , as defined in Bankruptcy Rule 9006(a). " Cash" means legal tender of the United States of America or the equivalent thereof, including bank deposits, checks and cash equivalents. " Cash Option" means the election to distribute Cash to Holders of Class 4 General Unsecured Claims pursuant to Section 3.3(d)(i)(B) of the Plan. " Causes of Action" means all actions, causes of action, suits, debts, dues, sums of money, account, reckonings, rights to legal remedies, rights to equitable remedies, rights to payment and claims, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances or trespasses whether known or unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed contingent, matured, unmatured, disputed, undisputed, secured or unsecured and whether asserted or assertable directly or indirectly or derivatively, in law, equity or otherwise. " Chapter 11 Cases" means the cases under chapter 11 of the Bankruptcy Code commenced by the Debtors in the Bankruptcy Court, being jointly administered under Case No. 05-11778 (MFW). " Cisneros Group Parties" means Aspen Investments LLC, Atlantis Investments LLC and trusts established by Gustavo and Ricardo Cisneros principally for the benefit of themselves and their families. " Claim" means a claim as defined in section 101(5) of the Bankruptcy Code against any of the Debtors, whether or not asserted. " Class" means a class of Claims or Equity Interests as set forth in Article III of the Plan. " Class 4 General Unsecured Claim" means any Claim against any of the Debtors that is not a Secured Claim, a TW Party Claim, an AOL License Rejection Claim, a Subordinated Claim, an Administrative Claim, a Priority Claim or a Priority Tax Claim, but including without limitation, Claims arising from the rejection of an unexpired lease or executory contract pursuant to Section 6.1(a) of the Plan or otherwise. " Confirmation" means the confirmation of the Plan by the Bankruptcy Court pursuant to section 1129 of the Bankruptcy Code.

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" Confirmation Date" means the date upon which the Confirmation Order is entered by the Bankruptcy Court in its docket, within the meaning of Bankruptcy Rules 5003 and 9021. " Confirmation Hearing" means the hearing or hearings to consider Confirmation of this Plan held pursuant to section 1128 of the Bankruptcy Code. " Confirmation Order" means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code, in form and substance acceptable to the Debtors and the Principal Stockholders. " D&O Indemnity Claim" means any Claim of any Indemnified Employee solely in respect of indemnification obligations owed to such Indemnified Employee by any Debtor. " D&O Insurance Policy" means AOLA' s director and officer insurance policy maintained by National Union Fire Insurance Company of Pittsburgh, PA, identified as policy number of 493-29-72, as amended, restated or extended. " Debtors" means AOLA, AOL Caribbean Basin, AOL Management LLC and Puerto Rico Management Services, as debtors and debtors in possession in the Chapter 11 Cases. " Delaware General Corporation Law" means title 8 of the Delaware Code, as now in effect or hereafter amended. " Delaware Limited Liability Company Act" means title 6 of the Delaware Code, as now in effect or hereafter amended. " Disallowed" means, as to any Claim against the Debtors, one that has been disallowed, in whole or in part, by a Final Order, or which has been withdrawn, in whole or in part, by the Holder thereof. " Disclosure Statement" means the disclosure statement for this Plan, filed concurrently herewith, and approved by the Bankruptcy Court as containing adequate information on or about February 23, 2006. " Disputed" means, with respect to any Claim, any Claim: (a) that is listed on the Schedules as unliquidated, disputed or contingent; (b) as to which the Debtors or any other party in interest has interposed a timely objection or request for estimation in accordance with the Bankruptcy Code and the Bankruptcy Rules or is otherwise disputed by the Debtors in accordance with applicable law, which objection, request for estimation or dispute has not been settled, waived, withdrawn or determined by a Final Order; (c) during the period prior to the deadline fixed by the Plan or the Bankruptcy Court for objecting to such Claim, that exceeds the amount listed on the Schedules other than as unliquidated, disputed or contingent; or (d) that is neither Allowed nor Disallowed. " Disputed General Unsecured Claims Fund" means, if the LLC Option is elected, a fund, which shall be held by the Liquidating LLC to ensure that Disputed Class 4 General Unsecured Claims receive their ratable Distribution if such Claims ultimately become Allowed, consisting of such amount of Cash which is allocable to Disputed Class 4 General Unsecured Claims, as the LLC Agents shall determine to be necessary to retain in connection with a Distribution to Holders of Allowed Class 4 General Unsecured Claims (including a Distribution of the PR Distribution Amount). " Disputed Priority Claims Fund" means a fund, which shall be held by the Liquidating LLC in order to ensure that Disputed Priority Claims and Disputed Priority Tax Claims receive their ratable Distribution if such Claims ultimately become Allowed, consisting of such amount of Cash which is allocable to Disputed Priority Claims and Disputed Priority Tax Claims, as the LLC Agents shall determine to be necessary to retain. " Dissolving Debtors" means AOL Caribbean Basin, AOL Management LLC and Puerto Rico Management Services.

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" Distribution" means the Liquidating LLC Interests, Cash or Assets to be distributed to Holders of Allowed Claims under the terms of this Plan. " Distribution Date" means any date on which the Debtors or the Liquidating LLC make a Distribution pursuant to this Plan. " Effective Date" means the first Business Day on which all conditions specified in Article X of the Plan have been satisfied or, if capable of being waived, have been waived in accordance with Section 10.3 hereof. " Entity" means an entity as defined in section 101(15) of the Bankruptcy Code. " Equity Interest" means any equity interest in one or more of the Debtors, including, but not limited to, all issued, unissued, authorized or outstanding shares or stock or quotas, together with any warrants, options or contract rights to purchase or acquire such interests at any time. " Estates" means the estates of the Debtors created by section 541 of the Bankruptcy Code upon the commencement of the Chapter 11 Cases. " Exchange Act" means the Securities and Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder. " Executive Employment Agreements" means (a) the Letter of Employment between AOLA and Charles M. Herington, dated July 31, 2000, as amended by the Amendment to Letter of Employment between AOLA and Charles M. Herington, dated December 15, 2000, (b) the Letter of Employment between AOLA and Osvaldo Baf1os, dated July 26, 2002, (c) the Executive Retention Agreement dated as of June 16, 2005, between AOLA and Osvaldo Baf1os and (d) any separation or similar agreement between AOLA and Charles M. Herington or Osvaldo Baf1os, approved by the Special Committee to AOLA' s Board of Directors. " Existing Series C Interests" means the Equity Interests arising under or in connection with the Series C Redeemable Convertible Preferred Stock of AOLA. " Final Decree" means the decree contemplated under Bankruptcy Rule 3022. " Final Order" means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction with respect to the subject matter, which has not been reversed, stayed, modified or amended, and as to which such order or judgment (or any revision, modification or amendment thereof) the time to appeal or seek review, rehearing or certiorari has expired and no appeal or petition for review, rehearing or certiorari has been timely taken, or as to which any appeal that has been taken or any petition for review, rehearing or certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed or from which review, rehearing or certiorari was sought. " General Release" means the releases granted pursuant to Section 11.2(b) of the Plan. " Holder" means the beneficial holder of any Claim or Equity Interest. " Impaired" means a Claim or Equity Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code. " Indemnified Employee" means any individual entitled to indemnification by the Debtors solely by reason of such individual' s service as a director, officer or manager (in the case of a limited liability company) of one or more of the Debtors, or as a director, officer or manager (in the case of a limited liability company) of any other corporation, partnership, joint venture or other enterprise, including, without limitation, direct or indirect subsidiaries of the Debtors and any individual disclosed in a notice to be inclu
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