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Full title: Statement / Second Amended Verified Statement of the Ad Hoc Group of Senior Noteholders Pursuant to Bankruptcy Rule 2019 (related document(s)[887], [390]) filed by David H. Botter on behalf of Ad Hoc Group of Senior Noteholders. (Botter, David)

Document posted on Jun 8, 2021 in the bankruptcy, 6 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

(Jointly Administered) ) SECOND AMENDED VERIFIED STATEMENT OF THE AD HOC GROUP OF SENIOR NOTEHOLDERS PURSUANT TO BANKRUPTCY RULE 2019 Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the ad hoc group (the “Ad Hoc Group”) composed of certain unaffiliated holders, each on behalf of itself and/or acting by the holder’s investment manager solely for and on behalf of certain funds or accounts managed or advised by it that are holders, of the 7.000% Senior Notes due 2025 (the “Senior Notes”) issued pursuant to that certain indenture, dated as of February 5, 2020, as amended, supplemented or otherwise modified from time to time by and among Aerovías de México, S.A. de C.V., as issuer, Grupo Aeroméxico, S.A.B. de C.V., as guarantor, and The Bank of 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 (“Aerovías”); Aerolitoral, S.A. de C.V. 217315 (“Aerolitoral”);On July 8, 2020, the Ad Hoc Group engaged Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) to represent it in connection with the chapter 11 cases of Grupo Aeroméxico, S.A.B. de C.V. and its affiliated debtors and debtors in possession (the “Debtors”). Akin Gump does not represent the Ad Hoc Group as a “committee” (as such term is employed by the Bankruptcy Code and Bankruptcy Rules) and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest or other entity that has not signed a retention agreement with Akin Gump.The information set forth in Exhibit A, which is based on information provided by each applicable Ad Hoc Group member, is intended only to comply with Bankruptcy Rule 2019 and is not intended for any other purpose.A 1 The amounts set forth herein represent the disclosable economic interests of each member of the Ad Hoc Group either on behalf of itself and/or on behalf of certain of their affiliates or affiliated investment funds or investment funds, accounts, vehicles or other entities that hold disclosable economic interests that are managed, advised or sub-advised by such member of the Ad Hoc Group.

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AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 David H. Botter Abid Qureshi Jason P. Rubin Counsel to the Ad Hoc Group of Senior Noteholders 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) ) SECOND AMENDED VERIFIED STATEMENT OF THE AD HOC GROUP OF SENIOR NOTEHOLDERS PURSUANT TO BANKRUPTCY RULE 2019 Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the ad hoc group (the “Ad Hoc Group”) composed of certain unaffiliated holders, each on behalf of itself and/or acting by the holder’s investment manager solely for and on behalf of certain funds or accounts managed or advised by it that are holders, of the 7.000% Senior Notes due 2025 (the “Senior Notes”) issued pursuant to that certain indenture, dated as of February 5, 2020, as amended, supplemented or otherwise modified from time to time by and among Aerovías de México, S.A. de C.V., as issuer, Grupo Aeroméxico, S.A.B. de C.V., as guarantor, and The Bank of 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 (“Aerovías”); Aerolitoral, S.A. de C.V. 217315 (“Aerolitoral”); 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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New York Mellon, as trustee, transfer agent, registrar and paying agent, by and through its undersigned counsel, hereby submits this verified statement (this “Statement”), and in support thereof, states as follows: 1. On July 8, 2020, the Ad Hoc Group engaged Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) to represent it in connection with the chapter 11 cases of Grupo Aeroméxico, S.A.B. de C.V. and its affiliated debtors and debtors in possession (the “Debtors”). 2. On September 18, 2020, the Ad Hoc Group filed the Verified Statement of the Ad Hoc Group of Senior Noteholders Pursuant to Bankruptcy Rule 2019 [ECF No. 390]. 3. On February 12, 2021, the Ad Hoc Group filed the First Amended Verified Statement of the Ad Hoc Group of Senior Noteholders Pursuant to Bankruptcy Rule 2019 [ECF No. 887]. 4. As of the date of this Statement, Akin Gump represents only the Ad Hoc Group. Akin Gump does not represent the Ad Hoc Group as a “committee” (as such term is employed by the Bankruptcy Code and Bankruptcy Rules) and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest or other entity that has not signed a retention agreement with Akin Gump. In addition, the Ad Hoc Group does not represent or purport to represent any other entities in connection with the Debtors’ chapter 11 cases. 5. Akin Gump has been advised by the members of the Ad Hoc Group that the individual members of the Ad Hoc Group either hold claims, or manage, advise or sub-advise funds and/or accounts that hold claims, against the Debtors’ estates. In accordance with Bankruptcy Rule 2019, attached hereto as Exhibit A is a list of the names, addresses and the “nature and amount of all disclosable economic interests” held by each member of the Ad Hoc Group in relation to the Debtors as of June 4, 2021, as represented to Akin Gump.

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6. The information set forth in Exhibit A, which is based on information provided by each applicable Ad Hoc Group member, is intended only to comply with Bankruptcy Rule 2019 and is not intended for any other purpose. By filing this Statement, Akin Gump makes no representation with respect to the amount, allowance, validity or priority of such economic interests and reserves all rights with respect thereto. Akin Gump does not own, nor has Akin Gump ever owned, claims against or interests in the Debtors except for claims for services rendered to the Ad Hoc Group. 7. Amounts set forth in this disclosure exclude default interest, costs, fees, redemption premiums or other amounts to which the members of the Ad Hoc Group may be entitled. Nothing contained herein (or in the Exhibit A hereto) should be construed as a limitation upon, or waiver of, any of the Ad Hoc Group members’ rights to assert, file and/or amend any claims in accordance with applicable law and any orders entered in these chapter 11 cases. 8. Akin Gump reserves the right to amend or supplement this Statement in accordance with the requirements set forth in Bankruptcy Rule 2019. [Remainder of page intentionally left blank.]

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Dated: June 9, 2021 By: /s/ David H. Botter New York, New York David H. Botter Abid Qureshi Jason P. Rubin AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 Email: dbotter@akingump.com aqureshi@akingump.com jrubin@akingump.com Counsel to the Ad Hoc Group of Senior Noteholders

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Exhibit A
Table 1 on page 5. Back to List of Tables
Address None None
None Senior Notes DIP Loans
Tranche 1 (“T1”) and
Tranche 2 (“T2”)3
1450 Broadway, 28th Floor
New York, NY 10018
$30,028,000.00 N/A
60 State Street
Boston, MA 02109
$14,015,000.00 T1: $14,166,666.67
T2: $2,750,611.39
41 Lothbury
London, EC2R 7HF
United Kingdom
$29,150,000.00 N/A
77 Grosvenor Street
London, W1K 3JR
United Kingdom
$6,000,000.00 N/A
875 Third Avenue,
10th Floor
New York, NY 10022
$10,200,000.00 N/A
20 Eastbourne Terrace
London, W2 6LG
United Kingdom
$7,000,000.00 N/A
888 Seventh Avenue
New York, NY 10106
$28,154,000.00 N/A
22 Percy Street
London, W1T 2BU
United Kingdom
$21,170,000.00 N/A
1 The amounts set forth herein represent the disclosable economic interests of each member of the Ad Hoc Group either on behalf of itself and/or on behalf of certain of their affiliates or affiliated investment funds or investment funds, accounts, vehicles or other entities that hold disclosable economic interests that are managed, advised or sub-advised by such member of the Ad Hoc Group. Certain funds and/or accounts that are managed or advised by the Ad Hoc Group members have opted not to be a part of the Ad Hoc Group; nevertheless, the total amount of Senior Notes held, managed, advised or sub-advised by the Ad Hoc Group members are disclosed herein. 2 This Statement reflects the nature and amount of disclosable economic interests in the Debtors held by the members of the Ad Hoc Group on June 4, 2021, as disclosed to Akin Gump. 3 Certain members of the Ad Hoc Group are lenders under that certain debtor-in-possession financing (the “DIP Loans”) approved pursuant to the Final Order Granting Debtors’ Motion to (I) Authorize Certain Debtors in Possession to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 362, 363 and 364; (II) Grant Liens and Superpriority Administrative Expense Claims to DIP Lenders Pursuant to 11 U.S.C. §§ 364 and 507; (III) Modify Automatic Stay Pursuant to 11 U.S.C. §§ 361, 362, 363, 364 and 507; and (IV) Grant Related Relief [ECF No. 527]. The Tranche 2 holdings amounts disclosed herein include payment-in-kind (“PIK”) interest that has been paid on Tranche 2 of the DIP Loans.

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Table 1 on page 6. Back to List of Tables
Address None None
None Senior Notes DIP Loans
Tranche 1 (“T1”) and
Tranche 2 (“T2”)3
350 10th Ave. Suite 1150
San Diego, CA 92101
$11,160,000.00 N/A
520 Madison Avenue
New York, NY 10022
$7,335,000.00 N/A
One World Trade Center,
85th Floor
New York, NY 10007
$3,500,000.00 N/A
100 Independence –
610 Market Street
Philadelphia, PA 19106-2354
$7,500,000.00 T1: $8,700,000.00
T2: $7,002,270.72
Av. Isidora Goyenechea 3621
8th Floor
Las Condes, Santiago de
Chile
$1,000,000.00 T1: $10,293,053.48
T2: $38,186,343.00
1133 Broadway,
Suite 1528
New York, NY 10010
$2,000,000.00 N/A
360 Madison Avenue,
22nd Floor
New York, NY 10017
$3,000,000.00 N/A
31 West 52nd Street
17th Floor
New York, NY 10019
$4,921,000.00 N/A
730 Third Avenue
New York, NY 10017
$14,000,000.00 T1: $4,000,000.00
T2: $3,143,556.00
300 Park Avenue
16th Floor
New York, NY 10022
$93,371,000.00 T1: $12,840,279.85
T2: $47,153,338.19

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