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Full title: Sixth Monthly Fee Statement of Santamarina y Steta for Compensation for Services Incurred as Mexican Counsel to the Official Committee of Unsecured Creditors for the Period from April 1, 2021 through April 30, 2021 Filed by Brett H. Miller on behalf of Santamarina y Steta, S.C.. (Miller, Brett)

Document posted on Jun 7, 2021 in the bankruptcy, 26 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Rules for the United States Bankruptcy Court for the Southern District of New York (the “Local Rules”), the United States Trustee’s Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective as of November 1, 2013 (the “U.S. Trustee Guidelines”), the Order Authorizing the Retention and Employment of Santamarina y (the “Interim Compensation Order”), the law firm of Santamarina y Steta, S.C. (“S+S” or the “Firm”), Mexican counsel to the Official Committee of Unsecured Creditors (the “Committee”), hereby submits this monthly fee statement (the “Monthly Fee Statement”) for services rendered for the period from April 1, 2021 through and including April 30, 2021 (the “Fee Period”).Although every effort has been made to include all fees and expenses incurred by the Firm during the Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due to delays caused in connection with accounting and processing of such time and expenses.Accordingly, S+S reserves the right to make further application to this Court for allowance of such fees and expenses incurred during the Fee Period, but not included herein.No. 345, 2nd and 3rd floor, Col. Chapultepec Polanco, 1560, Mexico City, Mexico (Attn: Jorge Alejandro

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Document Contents

Objection Deadline: June 23, 2021 SANTAMARINA Y STETA, S.C. Jorge A. León Orantes B. Juan Carlos Machorro G. Campos Elíseos No. 345, 2nd and 3rd floor Col. Chapultepec Polanco 11550 Mexico City, Mexico Telephone: (+52) 55-5279-5400 jleon@s-s.mx jmachorro@s-s.mx Mexican Counsel to the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) GRUPO AEROMÉXICO, S.A.B. de C.V., et al., ) Case No. 20-11563 (SCC) ) Debtors.1 ) (Jointly Administered) ) SIXTH MONTHLY FEE STATEMENT OF SANTAMARINA Y STETA, S.C. FOR COMPENSATION FOR SERVICES INCURRED AS MEXICAN COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM APRIL 1, 2021 THROUGH APRIL 30, 2021
Table 1 on page 1. Back to List of Tables
Name of Applicant: Santamarina y Steta, S.C.
Authorized to Provide Professional Services to: The Official Committee of
Unsecured Creditors
Date of Retention: December 10, 2020 nunc pro tunc to
November 10, 2020 [ECF No. 714]
Period for which Compensation
and Reimbursement is Sought:
April 1, 2021 through
April 30, 2021
Amount of Compensation Sought as
Actual, Reasonable and Necessary:
$110,851.92 (80% = $88,681.54)
1 The Debtors in these cases, along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de México, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500.

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Table 1 on page 2. Back to List of Tables
Amount of Expense Reimbursement Sought
as Actual, Reasonable and Necessary:
$539.81
Total Compensation and Expenses to be Paid
Under Interim Compensation Order:
$111,391.73
This is a(n): X monthly interim_____ final application. No prior application was filed for this Fee Period.2 2 Notice of this Monthly Fee Statement (as defined herein) shall be served in accordance with the Interim Compensation Order (as defined herein), and objections to the relief requested in this Monthly Fee Statement shall be addressed in accordance with the Interim Compensation Order.

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Pursuant to sections 327, 330, and 331 of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rule 2016-1 of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York (the “Local Rules”), the United States Trustee’s Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses filed under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective as of November 1, 2013 (the “U.S. Trustee Guidelines”), the Order Authorizing the Retention and Employment of Santamarina y Steta, S.C. as Mexican Counsel to the Official Committee of Unsecured Creditors Nunc Pro Tunc to November 10, 2020, dated December 10, 2020 [ECF No. 714] (the “Retention Order”), and the Order Pursuant to 11 U.S.C. §§ 105(a) and 331 Establishing Procedures for Monthly and Interim Compensation and Reimbursement of Expenses for Retained Professionals, dated September 8, 2020 [Docket No. 360] (the “Interim Compensation Order”), the law firm of Santamarina y Steta, S.C. (“S+S” or the “Firm”), Mexican counsel to the Official Committee of Unsecured Creditors (the “Committee”), hereby submits this monthly fee statement (the “Monthly Fee Statement”) for services rendered for the period from April 1, 2021 through and including April 30, 2021 (the “Fee Period”). By this Monthly Fee Statement, S+S seeks compensation in the amount of $110,851.92 for the actual, reasonable and necessary legal services rendered to the Committee during the Fee Period, less a twenty percent (20%) holdback in the amount of $22,170.38, for a total fee request of $88,681.54.3 Itemization of Services Rendered and Disbursements Incurred 1. In support of this Monthly Fee Statement, attached are the following exhibits: 3 As an accommodation to the Committee, and consistent with applicable billing guidelines, S+S is not seeking payment for time spent reviewing its time entries for confidential information and compliance with billing guidelines.

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 Exhibit A is a schedule of the number of hours expended and fees incurred (on an aggregate basis) by the Firm’s attorneys during the Fee Period with respect to each of the project categories established by S+S in accordance with its internal billing procedures.  Exhibit B is a schedule providing certain information regarding the Firm’s attorneys for whose work on these chapter 11 cases compensation is sought in this Monthly Fee Statement. The Firm’s attorneys have expended a total of 234.9 hours and incurred $110,851.92in fees in connection with these chapter 11 cases during the Fee Period.  Exhibit C consists of the Firm’s time detail and records of fees and expenses incurred during the Fee Period. The time records are organized by project category and provide detailed daily entries describing the time spent by each attorney.  Exhibit D consists of the Firm’s categories of actual and necessary expenses incurred during the Fee Period and the total amount for each such expense category. Representations 2. Although every effort has been made to include all fees and expenses incurred by the Firm during the Fee Period, some fees and expenses might not be included in this Monthly Fee Statement due to delays caused in connection with accounting and processing of such time and expenses. Accordingly, S+S reserves the right to make further application to this Court for allowance of such fees and expenses incurred during the Fee Period, but not included herein. Notice and Objection Procedures 3. Pursuant to the Interim Compensation Order, notice of this Monthly Fee Statement will be served upon the following parties (collectively, the “Fee Notice Parties”): (i) Grupo Aeroméxico, S.A.B. de C.V., Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500, Attn.: Daniel Martinez Martinez and Patricia Bobadilla, Email: dmartinezm@aeromexico.com, mbobadilla@aeromexico.com; (ii) counsel to the Debtors, Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attn.:

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Timothy Graulich and Stephen Piraino, Email: timothy.graulich@davispolk.com, stephen.piraino@davispolk.com; (iii) the Office of the United States Trustee, U.S. Federal Office Building, 201 Varick Street, Suite 1006, New York, New York 10014, Attn.: Andrea Beth Schwartz, Email: andrea.b.schwartz@usdoj.gov; (iv) Counsel to the DIP Lender, Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, NY 10006, Attn.: Richard J. Cooper, Luke A. Barefoot, Thomas S. Kessler, Email: rcooper@cgsh.com, lbarefoot@cgsh.com, tkessler@cgsh.com; and (v) anyone else the Court may designate. S+S submits that, in light of the nature of the relief requested, no other or further notice need be given. 4. Objections to the Monthly Fee Statement, if any, must be filed and served upon Santamarina y Steta, S.C., Campos Elíseos No. 345, 2nd and 3rd floor, Col. Chapultepec Polanco, 1560, Mexico City, Mexico (Attn: Jorge Alejandro León Orantes Baena; Email: jleon@s-s.mx), by no later than June 23, 2021 (the “Objection Deadline”). Objections to this Monthly Fee Statement, if any, must set forth the nature of the objection and the specific amount of fees or expenses at issue. 5. If no objection to this Monthly Fee Statement is received by the Objection Deadline, the Debtors shall promptly pay S+S 80% of the fees identified in this Monthly Fee Statement. To the extent that an objection to this Monthly Fee Statement is received by the Objection Deadline, the Debtors shall withhold payment of that portion of this Monthly Fee Statement to which the objection is directed and promptly pay the remainder of the fees and expenses in the percentages set forth above. To the extent such objection is not resolved, it shall be preserved and scheduled for consideration at the next interim fee application hearing. [Remainder of Page Left Intentionally Blank]

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WHEREFORE, S+S respectfully requests that allowance be made for compensation in the amount of $110,851.92 for the actual, reasonable and necessary legal services rendered to the Committee during the Fee Period, less a twenty percent (20%) holdback in the amount of $22,170.38, for a total fee request of $88,681.54, and expense reimbursement in the amount of $539.80, and further requests such other and further relief as this Court deems necessary and just. Dated: June 8, 2021 SANTAMARINA Y STETA, S.C. Mexico City, Mexico /s/ Jorge A. Leon Orantes B. Jorge A. Leon Orantes B. Juan Carlos Machorro Campos Elíseos No. 345, 2nd and 3rd floor Col. Chapultepec Polanco 11550 Mexico City, Mexico Telephone: (+52) 55-5279-5400 jleon@s-s.mx jmachorro@s-s.mx Mexican Counsel to the Official Committee of Unsecured Creditors

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Exhibit A

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Table 1 on page 8. Back to List of Tables
Project
Category
Number
Project Category Total
Hours
Billed
Total Fees
Requested
0001 Meetings and communications with Committee
professionals
32.80 $16,583.50
0002 Analysis and preparation of documents on Mexican
law issues
158.90 $63,441.50
0003 Labor & Unions 12.80 $5,280.00
0004 Employment and Fee Applications 18.30 $4,195.00
0005 Meetings and communications with Committee 12.10 $6,062.00
Total Incurred None 234.90 $95,562.00
Value Added Tax (16%) None None $15,289.92
Total Requested
234.90
None None $110,851.92

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Exhibit B

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Attorney and Paraprofessional Information
Table 1 on page 10. Back to List of Tables
Name Position
with the
Applicant
Year
Admitted
or No. of
Years
with Firm
Department None Hourly
Billing
Rate
Total
Hours
Billed
Total
Compensation
Partners and Of Counsel None None None None None None None
Machorro
Guerrero, Juan
Carlos
Partner 1994 Corporate $525.00 None 57.40 $30,135.00
León Orantes
Baena, Jorge
Partner 1994 Corporate $490.00 None 60.30 $29,547.00
De La Vega
Gomez, Juan
Carlos
Partner 1991 Labor $480.00 None 13.60 $6,528.00
Grau Alonso,
Vicente
Partner 1995 Advisory $450.00 None 4.50 $2,025.00
Orea Montaño,
Ricardo
Partner 2009 Corporate /
Restructuring
& Insolvency
$410.00 None 4.50 $1,845.00
Associates and Attorneys None None None None None None None
Remis Cristóbal,
Andrés
Associate 2017 Aviation $240.00 None 28.00 $6,720.00
Ibarra Aguilar,
Ana Paula
Associate 2002 Corporate $220.00 None 16.00 $3,520.00
Bolaños Arteaga,
Ilse
Associate 2021 Corporate $380.00 None 25.10 $9,538.00
Szymanski
Curiel, Iván
Associate 2013 Antitrust $270.00 None 13.30 $3,591.00
Gomez Cruz,
Axel Rudgar
Associate 2018 Labor 170.00 None 2.00 $340.00
Law Clerks None None None None None None None
Carrillo
Somerville, César
Adolfo
Law Clerk 2020 Aviation $180.00 None 9.30 $1,674.00
Leal Garza,
Gabriela Alicia
Law Clerk 2020 Corporate $110.00 None 0.90 $99.00
Total Incurred: None None None None None 234.9 $95,562.00
Value Added Tax (16%) None None None None None None $15,289.92
Total Requested: 234.9 None None None None None None $110,851.92

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Time Detail
Table 1 on page 12. Back to List of Tables
Date Services Timekeeper Hours Value None None None None
0001 - Meetings and communications with Committee lawyers None None None None
6-Apr-2021 Attend conference with MoFo to
review outstanding items and work
streams.
León Orantes,
Jorge
0.40 196
6-Apr-2021 Attend weekly professionals call. León Orantes,
Jorge
0.70 343
6-Apr-2021 Attend UCC Professionals
Standing Weekly Call.
León Orantes,
Jorge
0.60 294
6-Apr-2021 Conference with J. Delgado to
follow up on the Committee
discussions. Further conference
with J. Delgado to discuss the
registration of liens on Aircrafts.
León Orantes,
Jorge
0.80 392
6-Apr-2021 Attendance to weekly meetings
with MoFo, with Debtors’ advisors
and with UCC professionals and
review of related information and
meeting materials.
Machorro, Juan 1.50 787.5
7-Apr-2021 Attendance to UCC weekly
meeting and review of meeting
materials.
Machorro, Juan 1.10 577.5
12-Apr-2021 Conference call with J. Delgado
and R. Rodríguez, to discuss the
filing to be made with respect to
the outsourcing issue and items
related to PLM.
León Orantes,
Jorge
0.90 441
12-Apr-2021 Conferences and
correspondence with MoFo
team.
Machorro, Juan 0.90 472.5
13-Apr-2021 Attend weekly call with MoFo to
review status of pending matters
and steps moving forward.
León Orantes,
Jorge
0.20 98
13-Apr-2021 Attend Recurring AMX
Professionals Call (AlixPartners,
FTI, Cervantes-Sainz, Davis Polk
& Rothschild).
León Orantes,
Jorge
0.90 441
13-Apr-2021 Attend Grupo AeroMexico: UCC
Professionals Standing Weekly
Call.
León Orantes,
Jorge
0.80 392
13-Apr-2021 Attend committee meetings.
Coordinate attention of further
meetings.
De la Vega, Juan
Carlos
0.90 432
13-Apr-2021 Conference call with Mofo team. De la Vega, Juan
Carlos
0.20 96
13-Apr-2021 Attendance to weekly meetings
with MoFo, Debtors’ professionals
and UCC professionals, and review
of
Machorro, Juan 1.90 997.5
13-Apr-2021 Conferences and correspondence
with working group.
Machorro, Juan 0.90 472.5
13-Apr-2021 Attendance to weekly meetings
with MoFo, Debtors’ professionals
and UCC professionals, and review
of information.
Machorro, Juan 0.90 472.5
20-Apr-2021 Conference with Messrs. J. León Orantes, 3.70 1,813

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working team to discuss the PLM arrangements and equity conversion rights. Analysis of bylaws and appilcale legal provisions in anticipation to professionals call. Attend weekly professionals call. Attend subsequent UCC Advisor call.
Table 1 on page 13. Back to List of Tables
20-Apr-2021 Attend AMX Professionals Call. León Orantes,
Jorge
0.70 343
20-Apr-2021 Attend conference with Mofo
lawyers.
De la Vega, Juan
Carlos
0.70 336
20-Apr-2021 Conferences and correspondence
with working group.
Machorro, Juan 0.90 472.5
20-Apr-2021 Attendance to weekly meetings
with MoFo, Debtors’ professionals
and UCC professionals, and review
of information.
Machorro, Juan 3.10 1,627.5
22-Apr-2021 Review foreign investment
structure in anticipation to call with
Debtors advisors to restrictions and
new alternatives. Attend
conference with the group.
León Orantes,
Jorge
0.60 294
23-Apr-2021 Attend conference with IFT and
MoFo to discuss competition issues
and equity conversion rights.
León Orantes,
Jorge
0.90 441
23-Apr-2021 Attendance to conference call on
aspects of merger control in
Mexico that could apply in the case
of a strategic partner for the Debtor
companies.
Juan, Machorro 1.10 577.5
26-Apr-2021 Conference with FTI and Morrison
and Foerster LLP. to discuss
relevant corporate and governance
provisions related to restructure
plan.
León Orantes,
Jorge
0.90 441
26-Apr-2021 Review of information and
attendance to conference call on
aspects of (i) merger control in
Mexico, and (ii) corporate and
contractual aspects, that would
apply in the case of a strategic
partner for the Debtor companies
Machorro, Juan 0.90 472.5
27-Apr-2021 Attend conference with the MoFo
and FTI teams, et al, to review
alternatives.
León Orantes,
Jorge
1.10 539
27-Apr-2021 Attend weekly call with MoFo to
discuss outstanding matters and
steps moving forward. Attend
weekly professionals call.
León Orantes,
Jorge
1.20 588
27-Apr-2021 ttend weekly Aeroméxico
Professionals Call.
León Orantes,
Jorge
0.70 343
27-Apr-2021 Attend meetings with Mofo
lawyers.
De la Vega, Juan
Carlos
0.60 288
27-Apr-2021 Attendance to weekly UCC
professionals call and
Machorro, Juan 2.10 1,102.5
Total: 0001 Meetings and communications with Committee
lawyers
None 32.80 16,583.50

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Table 1 on page 14. Back to List of Tables
0002 - Analysis and preparation of documents on Mexican law issues None None None None
1-Apr-2021 Continued review of aspects of DIP
financing and possible alternatives
on participation/capitalization in
the equity of Debtors by foreign
investors according to regulation.
Machorro, Juan 1.10 577.5
2-Apr-2021 Continued review of aspects and
documents on DIP financing and
arrangements on capitalization in
the equity of Debtors.
Machorro, Juan 0.50 262.5
5-Apr-2021 Cont. preparing Memorandum with
alternatives for the Committee of
Unsecured Creditors to convert
their debt to equity. Review
Shareholders Support Agreement
and new shareholding structure
sent by MoFo. Conference with N.
Cohen, M. Bilbao, V. González, J.
Machorro and J. León Orantes
Bolaños, Ilse 5.10 1,938
5-Apr-2021 Review Shareholder Support
agreement. Review CapTable.
Review revised version of
memorandum with different
alternatives for capitalization of
DIP loan. Conference call with
IFTT to discuss the restrictions on
participation of foreign investmen
and bylaws for the capitalization.
Discuss alternatives.
León Orantes,
Jorge
3.10 1,519
5-Apr-2021 Continued review of aspects
of Mexican regulation on
participation in the equity of
Mexican airlines in light of
DIP financing and possible
market opportunities for the
Debtor companies; attendance
to conference call with FTI
Consulting.
Machorro, Juan 1.50 787.5
6-Apr-2021 Cont. preparing Memorandum with
alternatives for the Committee of
Unsecured Creditors to convert
their debt to equity. Review DIP
Loan Agreement and
Aeroméxico’s by- laws in
connection with Delta’s authority
to block any capital increase
Bolaños, Ilse 1.60 608
6-Apr-2021 Review of certain pledge
agreements granted by
Aerovías de México and
Brasilmex Leasing LLC in
favor of Wilmington Trust.
Preformed search request at the
RUG and International
Registry in connection with
said pledge agreements. Report
preparation in that regard.
Conference calls and
correspondence with officials
at the Mexican Aeronautics
Remis, Andrés 4.10 984

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of said Pledge Agreements.
Table 1 on page 15. Back to List of Tables
6-Apr-2021 Review of aspects of Mexican
regulation on participation in the
equity of Mexican airlines. Review
of information on Embraer aircraft
and GE engines financed to
Debtors, pledge security interests
involved and registration thereof
with the International Registry
under Cape Town Convention,
with the Mobile Security Register
and with the Mexican Aeronautic
Register, and review of information
and antecedents; conferences and
correspondence with working
group.
Machorro, Juan 3.50 1,837.5
7-Apr-2021 Correspondence to R. Rodríguez
with respect to the Aeroméxico
shares and their listing in the
BMA.ecedents in such regard.
León Orantes,
Jorge
0.30 147
7-Apr-2021 Continued review of information in
connection with the recordation of
certain pledge agreements with the
Mexican Aeronautics Registry.
Conference calls and
correspondence with officials at the
Mexican Aeronautics Registry in
that regard. Filing of several title
search requests with the registry.
Remis, Andrés 3.10 744
7-Apr-2021 Preparation and filing of Title
Searches before the Mexican
Aeronautic Registry for 10 aircrafts
and 20 engines.
Carrillo, César 3.10 558
7-Apr-2021 Continued review of aspects of
Mexican regulation on outsourcing
activities, motion to enter into new
collective bargaining agreements,
and information on Embraer
aircraft and GE engines financed to
Debtors and registration of security
documents with the Mexican
Aeronautic Register; conferences
and correspondence with working
group.
Machorro, Juan 1.80 945
8-Apr-2021 Review by laws of Aeroméxico
regarding the governance process
for the appointment of members of
the Board of Directors and the
rights granted to Delta in such
regard as strategic partner.
Ibarra, Ana Paula 3.10 682
8-Apr-2021 Review Aeroméxico’s by-laws re:
“Strategic Partner” for Delta’s
ability to appoint members of the
Board.
Bolaños, Ilse 0.30 114
8-Apr-2021 Meeting with AFAC officials in
connection with the title search
requests filed with the Mexican
Aeronautics Registry related to 10
Embraer aircraft operated by
Aeromexico Connect.
Remis, Andrés 2.10 504

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Mexican regulation on outsourcing activities and information on Embraer aircraft and GE engines financed to Debtors and registration of security documents with the Mexican Aeronautic Register.
Table 1 on page 16. Back to List of Tables
9-Apr-2021 Discuss with J. León Orantes re:
changes to Memo.
Bolaños, Ilse 0.30 114
9-Apr-2021 Further analysis and adjustments to
memorandum describing
alternatives for the exercise of the
Equity Conversion Rights.
León Orantes,
Jorge
1.20 588
9-Apr-2021 Review bylaws of Grupo
Aeroméxico. Review resolutions of
Shareholders´ Meetings of Grupo
Aeroméxico SAB that amend the
bylaws to contemplate the
existence of Strategic Partners.
Correspondence to R. Rodríguez
on the foregoing.
León Orantes,
Jorge
3.20 1,568
12-Apr-2021 Review the public information
regarding the number of shares that
are owned by foreign shareholders.
Prepare e- mail in connection with
the foregoing.
Ibarra, Ana Paula 0.30 66
12-Apr-2021 Continue memorandum on
different alternatives for equity
conversion under the DIP Loan,
current bylaws and Foreign
Investment regulations.
León Orantes,
Jorge
3.10 1,519
12-Apr-2021 Review of legal aspects in
connection with ground operation
services, airport counter staff and
flight dispatch services.
Remis, Andrés 1.50 360
12-Apr-2021 Review of aspects of Mexican
regulation on outsourcing
activities, activities planned by
Debtor companies to continue to be
outsourced and legal provisions
and interpretative arguments;
review of information on PLM
documents entered sent for review
and aspects of registration of
security interests in Mexico.
Conferences and correspondence
with MoFo team.
Machorro, Juan 1.60 840
13-Apr-2021 Analyze the contractual obligation
that the Support Shareholders
assumed under the DIP Loan
Agreement and Support Agreement
to approve the Chapter 11 Plan and
if such obligations may restrict the
right to vote for or against the
resolutions of the meeting. Include
comments to the memo.
Ibarra, Ana Paula 2.30 506
13-Apr-2021 Review the following documents:
Commercial Participation &
Services Agreement, Netting
Agreement, Floating Lien Pledge
Bolaños, Ilse 4.10 1,558

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Pre-Paid Seat Asset Purchase Agreement, Amended and Restated Commercial Participation & Services Agreement, Amendment No. 1 to the Amended and Restated Commercial Participation & Services Agreement, Amendment No. 2 to the Amended and Restated Commercial Participation & Services Agreement, Intercompany Revolving Loan Agreement, First Amendment to the Intercompany Revolving Loan Agreement, Letter of Intent and IRLA Disbursement Request. Prepare summary of said documents.
Table 1 on page 17. Back to List of Tables
13-Apr-2021 Analyze enforceability of support
obligations of shareholders under
the Shareholder Support
Agreement. Review applicable
provisions of Mexican law. Final
adjustments to equity conversion
Memo.
León Orantes,
Jorge
2.10 1,029
13-Apr-2021 With A. Ibarra, review support
obligations on their Shareholders
Support agreement, and
consequences for approval of
restructuring plan.
León Orantes,
Jorge
0.30 147
13-Apr-2021 Continued review of aspects of
Mexican regulation on outsourcing
activities, legal provisions, new
PLM documents provided entered
sent for review.
Machorro, Juan 1.90 997.5
14-Apr-2021 Adjust the memorando regarding
the equity conversion rights
process regarding the authorization
of the issuance of convertible
shares (shares with limited vote,
restricted o without vote right) that
me be required from the Banking
and Securities National
Commission.
Ibarra, Ana Paula 0.80 176
14-Apr-2021 Prepare changes to Memo on
secured obligations in order to
include secured obligations under
the PPSA
Bolaños, Ilse 2.10 798
14-Apr-2021 Continued review of information
shared on PLM documents
provided.
Machorro, Juan 1.30 682.50
15-Apr-2021 Analyze the public information of
AMX regarding the current
position that the foreign investment
have in AMX capital stock
regarding the equity Conversion
Rights memo.
Ibarra, Ana Paula 1.30 286
15-Apr-2021 Review and revise equity
conversion rights memo in light of
the foreign investment restrictions
on Mexican air carriers.
Remis, Andrés. 2.50 600
15-Apr-2021 Discuss with J. Machorro re: Bolaños, Ilse 5.50 2,090

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Aeroméxico’s obligation under the PPSA, as amended. Prepare changes to Memo on secured obligations. Review RUG in connection with the registration of the Floating Lien Pledge Agreement. Review the Commerce Code, the General Law on Negotiable Instruments and the Regulations of the Public Registry of Commerce in connection with the ratification and registration of said Floating Lien Pledge Agreement.
Table 1 on page 18. Back to List of Tables
15-Apr-2021 Final comments to memo on equity
conversion rights and alternatives
that could be considered for the
conversion of the DIP Loan.
Analysis of documentation
executed for PLM loans. Review
proposed memorandum.
León Orantes,
Jorge
5.50 2,695
15-Apr-2021 Review of legal memorandum on
aspects of foreign investment
restrictions according to Mexican
Foreign Investment Law and
existing alternatives in light of DIP
Financing documents. Review of
legal memorandum on PLM
documents provided and related
information.
Machorro, Juan 5.50 2,887.5
16-Apr-2021 Review communication to Debtors
CEO with respect to the business
plan and time for comments.
León Orantes,
Jorge
0.10 49
16-Apr-2021 Review Dip loan. Review
memorandum with capitalization
alternatives in compliance with
foreign investment law and
regulations.
León Orantes,
Jorge
3.10 1,519
16-Apr-2021 Continued review of aspects of
amended CBAs, bankruptcy
protection covenant vis-a-vis
discount to Net Present Value, and
aspects of business plan requested
from Debtors.
Machorro, Juan 2.40 1,260
20-Apr-2021 Follow up with the Mexican
Aeronautic Registry in connection
with the title search request filed in
regarding several Embraer aircraft
and its engines.
Remis, Andrés 1.10 264
20-Apr-2021 Continued review of aspects of
Mexican regulation on PLM
documents and legal memorandum.
Machorro, Juan 2.60 1,365
20-Apr-2021 Discuss with R. Orea re:
enforceability against third parties.
Review changes to the legislation
applicable to the ratification and
registration of floating pledge
agreements and guarantee trusts
Bolaños, Ilse 2.10 798
20-Apr-2021 Initial review and analysis of draft
memorandum regarding security
Orea, Ricardo 0.70 287

18

review comments thereon by MoFo.
Table 1 on page 19. Back to List of Tables
21-Apr-2021 Review comments of MoFo to
memorandum describing security
under PLM documentation,
imperfections and steps moving
forward. Review supporting
documentation. Review revised
version of memorandum reflecting
such comments.
León Orantes,
Jorge
3.10 1,519
21-Apr-2021 Continued review of aspects of
PLM documents and legal
memorandum.
Machorro, Juan 0.50 262.5
21-Apr-2021 Review doctrines in connection
with the enforceability against third
parties given by the registration of
certain acts. Discuss with Ricardo
Orea in connection with the
changes to the legislation
applicable to the ratification and
registration of floating pledge
agreements and guarantee trusts.
Bolaños, Ilse 1.80 684
21-Apr-2021 Continued review and revisions to
draft memorandum prepared
regarding trust agreement and
additional security between PLM
and Aeromexico and the validity
and perfection thereof.
Orea, Ricardo 3.10 1,271
22-Apr-2021 Cont. preparing Memo. Discuss
with J. León Orantes re: ratification
and registration of floating pledge
agreements and guarantee trusts.
Bolaños, Ilse 1.10 418
22-Apr-2021 Further adjustments to memo on
PLM security interest. Review
related contractual documentation
and applicable legal provisions.
León Orantes,
Jorge
2.90 1,421
22-Apr-2021 Review of aspects of PLM
documents and legal memorandum.
Review of information on motion
filed by PLM seeking approval of
stipulation among Debtors, PLM
and Aimia.
Machorro, Juan 1.50 787.5
23-Apr-2021 Prepare new version of
memorandm on Equity Conversion
Rights to reflect discussions with
AMX advisors.
León Orantes,
Jorge
0.80 392
23-Apr-2021 Follow up with the Mexican
Aeronautics Registry in connection
with the title search requests filed
regarding several Embraer aircraft
and its engines.
Remis, Andrés 1.10 264
23-Apr-2021 Review of aspects of merger
control in Mexico that could apply
in the case of a strategic partner for
the Debtor companies and review
of legal memorandum.
Machorro, Juan 1.10 577.5
23-Apr-2021 Continued review of aspects of
PLM documents and legal
memorandum. Review of
antecedents on resolutions issued
Machorro, Juan 2.40 1,260

19

Mexico on mergers in the aviation industry. Review of corporate documents of the Debtor companies and review of Support Agreement.
Table 1 on page 20. Back to List of Tables
23-Apr-2021 Prepare final version of
memorandum prepared in
connection with validity and
perfection of security trust and
non-posssessory pledge between
PLM and Aeromexico.
Orea, Ricardo 0.20 82
23-Apr-2021 Research of antitrust resolution on
the air transportation markets.
Szymanski, Iván 2.10 567
24-Apr-2021 Analyze the support agreement
entered with the sharehoders of
Aeromexico, the regulation of the
by-laws and the Mexican law
regarding the voting restrictions
that may be applicable.
Ibarra, Ana Paula 2.10 462
24-Apr-2021 Review and analysis of antitrust
resolutions on the air transportation
market.
Szymanski, Iván 3.10 837
25-Apr-2021 Prepare memorandum including (i)
a detailed description of the
concept of concentration; (ii) the
thresholds used to determine
whether a concentration shall
require the previous authorization
from the Mexican Federal
Economic Competition
Commission (the “Commission”)
before having effects in Mexico;
(iii) the process of the review of a
concentration before the
Commission and (iv) a brief
analysis of the factors used by the
Commission to define the relevant
market in previous cases dealing
with airlines and air transportation
services.
Szymanski, Iván 4.50 1,215
25-Apr-2021 Review, changes and additions to
Memorandum to the client as to
requirements for the pre-merger
notification, thresholds and criteria
from the COFECE, definition of
markets in previous resolutions.
Grau, Vicente 1.70 765
26-Apr-2021 Analyze the documents executed,
by -laws and applicable
dispositions in Mexico regarding
the capitalization plan to
determinate if the current
shareholders of AMX, specifically
Delta Airlines Inc. (“Delta”), are
bound to support the investment to
be made by an alternate investor.
Ibarra, Ana Paula 3.50 770
26-Apr-2021 Investigation regarding judicial
criteria relative to the contravention
to shareholders' agreements.
Leal Garza,
Gabriela
0.90 99
26-Apr-2021 Analysis of relevant corporate and
governance provisions related to
León Orantes,
Jorge
5.20 2,548

20

contractual support of AMX. Review relevant by law and legal provisions. With A. Ibarra and J. Machorro, review related matters. Prepare note on the foregoing. With J. Delgado, review related matters. Further analysis off anti- trust provisions I. Szymanski, review relate to the matters.
Table 1 on page 21. Back to List of Tables
26-Apr-2021 Review of Joint Operation
Agreement with Delta. Review of
aspects of PLM documents, legal
memorandum and additional
background documents received
from MoFo. Review of information
on “Boeing Motion” and “Air
Lease Motion” filed by the Debtor.
Machorro, Juan 4.60 2,415
26-Apr-2021 Preparing responses to the certain
comments on the memorandum
prepared on Antitrust Issues.
Szymanski, Iván 0.50 135
26-Apr-2021 Review, changes and additions to
Memorandum to the client as to
requirements for the pre-merger
notification, thresholds and criteria
from the COFECE, definition of
markets in previous resolutions.
Grau, Vicente 1.70 765
27-Apr-2021 Review law cases and include
considerations to the capitalization
plan that it is being evaluated as
part of the restructure plan.
Analyze by-laws in connection
with the foregoing.
Ibarra, Ana Paula 2.30 506
27-Apr-2021 Review Joint Cooperation
agreement executed with Delta.
Review proposed communication
to Morrison & Foerster LLP. With
Mr. Juan Carlos Machorro, review
related matters. Review
memorandum on antitrust
clearance issues. Prepare
adjustments. Correspondence on
the foregoing. Prepare revisions to
PLM memorandum to reflect
comments of MoFo.
Correspondence on the foregoing.
León Orantes,
Jorge
3.90 1,911
27-Apr-2021 Continued review of information
on aspects merger control in
Mexico and legal memorandum,
and corporate and contractual
aspects, that would apply for the
Debtor companies. Review of
aspects of Joint Cooperation
Agreement sent in the Spanish
language, entered into with Delta.
Continued review of aspects of
PLA documents, revisions to legal
memorandum in light of additional
background documents and
comments received from MoFo.
Attendance to conference call with
Machorro, Juan 2.50 1,312.5

21

Correspondence.
Table 1 on page 22. Back to List of Tables
27-Apr-2021 Review additional documents sent
by MoFo regarding amendments to
Security Trust entered into between
PLM and Aeromexico; analyze
implications on draft memorandum
prepared in such regard.
Orea, Ricardo 0.50 205
28-Apr-2021 Discuss with R. Orea in connection
with new documents sent. Discuss
with J. León Orantes in connection
with changes to the Memo.
Continue preparing Memo.
Bolaños, Ilse 1.10 418
28-Apr-2021 Review changes proposed by
MoFo to the memorandum on
antitrust issues. Review resolutions
issued by the COFECE on the air
transportation market. Answer
comments made by J. Delgado and
modify the memorandum.
Szymanski, Iván 3.10 837
28-Apr-2021 Review comments, additions and
inquiries to our Memorandum from
J. Delgado from MOFO. Work in
changes, additions and comments.
Email correspondence with I.
Szymanski. Videoconference with
I. Szymanski to discuss additional
comments.
Grau, Vicente 1.10 495
29-Apr-2021 Review revised version of Antitrust
memorandum. Prepare
adjustments. Correspondence on
the foregoing.
León Orantes,
Jorge
0.80 392
30-Apr-2021 Review annual report filed by
Grupo Aeroméxico before the
Mexican stock exchange.
Ibarra, Ana Paula 0.30 66
30-Apr-2021 Review of information on annual
report presented by the company
on this date on the Mexican Stock
Exchange and correspondence.
Machorro, Juan 0.50 262.5
Total: 0002 Analysis and preparation of documents on Mexican
law issues
None 158.90 $63,441.50
None None None None
6-Apr-2021 Conference with J. Delgado to
follow up on the Committee
discussions. Further conference
with J. Delgado to discuss the
registration of liens on Aircrafts.
Review further amendment to
arrangement with the union
allowing outsourcing.
León Orantes,
Jorge
1.60 784
6-Apr-2021 Participate in different meetings
with Mofo´s union and other
groups to address labor issues.
Review draft of agreement to
extend implementation of certain
provisions under the modifying
agreement. Prepare note.
De la Vega, Juan
Carlos
2.30 1,104
7-Apr-2021 Review note of Counsel to Debtor
on outsourcing under CBA with
Independencia. With Mr. Juan
León Orantes,
Jorge
0.30 147

22

matters.
Table 1 on page 23. Back to List of Tables
7-Apr-2021 Briefly review labor aspects of
motion to authorize new terms of
the collective bargaining
agreements. Review email from
Sainz about outsourcing.
De la Vega, Juan
Carlos
1.20 576
7-Apr-2021 Review of CBAs in connection
with the aviation services provided
for therein.
Remis, Andrés 1.10 264
9-Apr-2021 Per instructions of Mr. Juan Carlos
De la Vega obtain copies of a
collective bargaining agreement
filed at the Federal Conciliation
and Arbitration Board.
Gómez, Axel 2.00 340
12-Apr-2021 Continue analysis of different
documents related to savings from
outsourcing. Conference with
Mofo´s team on the subject.
Prepare email for Mofo on the
subject. Prepare email for Sainz
requesting additional information.
De la Vega, Juan
Carlos
2.50 1,200
13-Apr-2021 Review language for the final
motion re CBAs. Review proposed
adjustments. Prepare changes.
León Orantes,
Jorge
0.10 49
13-Apr-2021 Review and amend language
related to outsourcing provision
and Independencia collective
bargaining agreements.
De la Vega, Juan
Carlos
1.70 816
Total: 0003 Labor & Unions None 12.80 $5,280
None
0004 – Employment and Fee Applications None None None None
12-Apr-2021 Review of SyS’ march fees.
Preparation of fee statement.
Remis, Andrés 2.50 600
13-Apr-2021 Continued preparation of fee
statements.
Remis, Andrés 2.50 600
13-Apr-2021 Preparation of fee statement for
February.
Carrillo, César 3.10 558
14-Apr-2021 Fee submission corresponding to
March 2021.
León Orantes,
Jorge
0.30 147
19-Apr-2021 Continued review and revise S+S
February fee statements.
Remis, Andrés 2.80 672
20-Apr-2021 Final adjustments to fee
applications corresponding to
January and February 2021, and
estimate for Interim Fee
Application.
León Orantes,
Jorge
0.40 196
20-Apr-2021 Continued review and revise of
S+S's January and February fee
statements. Preparation of counsel
budget.
Remis, Andrés 1.50 360
27-Apr-2021 Continued preparation of S+S
March fee application.
Remis, Andrés 2.10 504
28-Apr-2021 Continued preparation of fee
statement.
Carrillo, César 3.10 558
Total: 0004 Employment and Fee Applications None 18.30 $4,195.00
0005 - Meetings and communications with Committee None None None None
7-Apr-2021 Attend weekly call with the León Orantes, 0.90 441
Committee. Jorge
None None None None

23

committee. Carlos
Table 1 on page 24. Back to List of Tables
14-Apr-2021 Attend weekly call with the
Committee and review supporting
documentation.
León Orantes,
Jorge
1.30 637
14-Apr-2021 Attendance to weekly UCC
meeting and review of information.
Machorro, Juan 1.30 682.5
16-Apr-2021 Attend meetings of the unsecured
claims committee.
De la Vega, Juan
Carlos
0.90 432
16-Apr-2021 Attendance to meeting with Debtor
companies officials, and special
UCC meeting.
Machorro, Juan 0.90 472.5
20-Apr-2021 Attend conference with members
of the committee.
De la Vega, Juan
Carlos
0.80 384
21-Apr-2021 Attend weekly call with the
Committee and advisors
León Orantes,
Jorge
0.20 98
21-Apr-2021 Attendance to UCC weekly
meeting; review of support
information.
Machorro, Juan 0.80 420
27-Apr-2021 Attend committee meetings. De la Vega, Juan
Carlos
0.90 432
28-Apr-2021 Attend weekly call with the
Committee.
León Orantes,
Jorges
1.40 686
28-Apr-2021 Attendance to weekly UCC call
and review of information.
Machorro, Juan 1.80 945
Total: 0005 Meetings and communications with Committee None 12.10 $6,062.00
None
Current Fees None None None $95,562.00
Value Added Tax (16%) None None None $15,289.92
Total Current Fees None None None $110,851.92

24

25

Table 1 on page 26. Back to List of Tables
Expense Category Expense Amount
Payment of duties regarding the 10 aircraft title search requests
with the Mexican Aeronautic Registry.
$92.49
Payment of duties regarding the 20 engine title search requests
with the Mexican Aeronautic Registry.
$264.54
Payment of duties regarding copies of certain collective
bargaining agreements before the Federal Conciliation and
Arbitration Board
$108.32
TOTAL INCURRED $465.35
Value Added Tax (16%) $74.45
TOTAL REQUESTED $539.81

26