HTML Document View

Full title: Ninth 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 July 1, 2021 through July 31, 2021 Filed by Brett H. Miller on behalf of Santamarina y Steta, S.C.. (Miller, Brett)

Document posted on Sep 9, 2021 in the bankruptcy, 22 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 June 1, 2021 through and including June 30, 2021 (the “Fee Period”).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.:No. 345, 2nd and 3rd floor, Col. Chapultepec Polanco, 1560, Mexico City, Mexico (Attn: Jorge AlejandroDated: September 10, 2021 SANTAMARINA Y STETA, S.C. Mexico City, Mexico /s/

List of Tables

Document Contents

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) ) NINTH 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 JULY 1, 2021 THROUGH JULY 31, 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:
July 1, 2021 through
July 31 30, 2021
Amount of Compensation Sought as
Actual, Reasonable and Necessary:
$80,360.16 (80% = $64,288.13)
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.

1

Table 1 on page 2. Back to List of Tables
Amount of Expense Reimbursement Sought
as Actual, Reasonable and Necessary:
$0.00
Total Compensation and Expenses to be Paid
Under Interim Compensation Order:
$80,360.16
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.

2

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 June 1, 2021 through and including June 30, 2021 (the “Fee Period”). By this Monthly Fee Statement, S+S seeks compensation in the amount of $80,360.16 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 $16,072.03, for a total fee request of $64,288.133 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.

3

 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 159.5 hours and incurred $80,360.16 in 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. 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.: 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

4

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 September 27, 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]

5

WHEREFORE, S+S respectfully requests that allowance be made for compensation in the amount of $80,360.16 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 $16,072.03, for a total fee request of $64,288.13, and further requests such other and further relief as this Court deems necessary and just. Dated: September 10, 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

6

Exhibit A

7

Statement of Fees By Project Category
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
23.20 $11,595.00
0002 Analysis and preparation of documents on Mexican
law issues
117.10 $48,553.00
0004 Employment and Fee Applications 2.10 $504.00
0006 Meetings and communications with Committee 17.10 $8,624.00
Total Incurred None 159.5 $69,276.00
Value Added Tax (16%) None None $11,084.16
Total Requested
159.5
None None $80,360.16

8

Exhibit B

9

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 48.6 $25,515.00
León Orantes
Baena, Jorge
Partner 1994 Corporate $490.00 None 62.8 $30,772.00
Grau Alonso,
Vicente
Partner 1995 Corporate $450.00 None 8.2 $3,690.00
Associates and Attorneys None None None None None None None
Remis Cristóbal,
Andrés
Associate 2017 Aviation $240.00 None 23.0 $5,520.00
Ibarra Aguilar,
Ana Paula
Associate 2002 Corporate $220.00 None 6.8 $1,496.00
Szymanski
Curiel, Ivan
Associate 2021 Corporate $270.00 None 4.00 $1,080.00
Ostos Guerresi,
Diego
Associate 2010 Finance $230.00 None 2.10 $483.00
Law Clerks None None None None None None None
Carrillo
Somerville, César $180.00
Law Clerk 2020 Aviation
Adolfo
None None None None None 4.00 $720.00
Total Incurred: None None None None None 159.5 $69,276.00
Value Added Tax (16%) None None None None None None $11,084.16
Total Requested: 159.5 None None None None None None $80,360.16

10

11

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-July-2021 Attend conference with Willkie
Farr & Gallagher LLP., FTI
Consulting Inc., Apollo and
Cleary Gottlieb Steen &
Hamilton LLP. Attend call with
professionals of the debtor.
Attend professionals call.
Review related information.
Orantes, Jorge
León
2.80 1372
6-July-2021 Attendance to weekly
meetings with Willkie Farr &
Gallagher LLP, UCC and
Debtors’ Professionals, UCC
Professionals, UCC and Apollo
and Apollo’s professionals.
Review of information.
Machorro, Juan 2.80 1470
7-July-2021 Conference with Ms. D. Sinclair
and with Mr. Mathew Dunn to
discuss the hearing scheduled for
the review of the Interim Fee
Applications. Review related
matters.
Orantes, Jorge
León
0.40 196
8-July-2021 Attend conference with Creel to
discuss competition filing done
on behalf of Apollo. Further
conference with J. Delgado to
review the foregoing.
Orantes, Jorge
León
0.80 392
8-July-2021 Conference with different parties
including Willkie and Morrison
& Foerster (MoFo) and
counsels of Apollo. Conference
with J. Delgado and J. Machorro
regarding first impressions of
previous conference call.
Grau, Vicente 0.80 360
8-July-2021 Telephone conversation with J.
Machorro in connection with
update of status of transaction.
Grau, Vicente 0.40 180
9-July-2021 Review email correspondence.
Telephone conversation with J.
León Orantes. Email
correspondence with Creel
requesting the Concentration
Notice. Email correspondence to
inform.
Grau, Vicente 0.50 225
12-July-2021 Email correspondence with
J.León Orantes and J.
Machorro to inform
response from Creel. Email
correspondence with Creel to
follow up on our request. Review
email correspondence with J.
León Orantes to Willkie team and
J. Delgado from MoFo.
Grau, Vicente 0.50 225

12

Table 1 on page 13. Back to List of Tables
13-July-2021 Attend weekly call with the
Willkie Farr & Gallagher LLP.
team to review outstanding
matters and steps moving
forward. Correspondence on
Merger Control Procedure.
Review correspondence on liens
over aircrafts. Prepare
adjustments. Attend weekly call
with advisors to the debtor.
Attend weekly advisors call.
Orantes, Jorge
León
2.30 1127
13-July-2021 Attendance to weekly meetings
with Willkie Farr, and UCC and
Debtors’ professionals. Review of
information.
Machorro, Juan 1.80 945
20-July-2021 Attend weekly call with Willkie
to discuss pending items and steps
moving forward. Attend weekly
call with advisors to the Debtor.
Analysis of applicable legal
provisions with respect to
implementation of exit plan in
governance of the debtor. Attend
weekly professionals call.
Orantes, Jorge
León
2.90 1421
20-July-2021 Attendance to weekly meetings
with Debtors and UCC and UCC
professionals. Review of
information.
Machorro, Juan 2.10 1102.5
22-July-2021 With Mr. J. Delgado, discuss
current position of FAA
downgrade and status in Mexico.
Orantes, Jorge
León
0.50 245
27-July-2021 Attend conference call with
Willkie Farr & Gallagher LLP.
and with Morrison & Foerster
LLP. ("MoFo"), to discuss
outstanding matters and steps
moving forward. Attend
recurring AMX Professionals
Call. Attend weekly UCC
Professionals Standing Call.
Review relevant materials.
Orantes, Jorge
León
2.30 1127
27-July-2021 Attendance to weekly meetings
with Willkie Farr, with UCC’s
professionals, and with
UCC’s and Debtors’
professionals. Review of
information.
Machorro, Juan 2.30 1207.5
Total: 0001 Meetings and communications with Committee
lawyers
None 23.20 $11,595.00
None
0002 - Analysis and preparation of documents on Mexican law issues None None None None
1-July-2021 Review draft Plan Term Sheet
that was received from Debtors’
counsel. Review communication
of Board in reply to Committee
communication. Review
Orantes, Jorge
León
2.60 1274
2

13

Table 1 on page 14. Back to List of Tables
amendment proposed to the
bylaws of the Debtor intended to
be filed with the National
Commission of Foreign
Investments as part of the
application for modification to
the Foreign Investment
authorization. Review
applicable legal provisions.
Review position of Delta Air
Lines with respect to its
participation in the DIP and
intent to exercise right of first
refusal.
1-July-2021 Review of information on letter
received from the Debtors
Company’s Secretary in
response to the UCC’s
communication of June 25.
Review of letter presented by
Delta with the court in
connection with the Funding
Agreement with Apollo and an
option to purchase Apollo’s
Tranche 2 Commitments under
the DIP.
Machorro, Juan 0.50 262.5
2-July-2021 Review communication of Delta
related to option to acquire part
of Apollo´s debt. Review
communication proposed in
regard therewith. Consider
applicable Mexican legal
provisions.
Orantes, Jorge
León
2.60 1274
2-July-2021 Review of information on Delta’s
disclosure that it is party to a
Funding Agreement with Apollo;
review of legal and regulatory
implications in Mexico.
Machorro, Juan 1.30 682.5
3-July-2021 Review correspondence sent by
Delta Air Lines, Inc. (“Delta”) to
Mr. J. Arrigunaga, Chairman of
the Board of Directors of the
Debtors (the “Board”), on June
30, 2021 and send e-mails in
connection with the forgoing.
Ibarra, Ana 0.50 110
3-July-2021 Review of aspects in
connection with several
agreements between
Aeromexico and Delta and
certain letter issued by the UCC
regarding a funding agreement
entered between Delta and
Apollo. Correspondence in that
regard.
Remis, Andrés 1.80 432
3-July-2021 Continued review of information
on Delta’s disclosure of it being a
party to a Funding Agreement
Machorro, Juan 1.10 577.5
3

14

Table 1 on page 15. Back to List of Tables
with Apollo and review of
underlying documentation.
4-July-2021 Continue review of information
on Delta’s disclosure that it is
party to a Funding Agreement
with Apollo; review of legal and
regulatory implications in
Mexico.
Machorro, Juan 1.80 945
5-July-2021 Prepare memorandum regarding
the duties of the Directors and
officers of AMX and as of their
responsibilities of their breach to
such duties. Analyze applicable
regulation.
Ibarra, Ana 2.80 616
5-July-2021 Continued review of legal
aspects in connection with the
UCC letter regarding the Delta
funding agreements.
Remis, Andrés 1.10 264
5-July-2021 Review legal provisions of the
securities market law that
regulates conflict of interest for
members of the Board.
Correspondence on the foregoing.
Conference with Mr. N. Cohen
on the foregoing.
Orantes, Jorge
León
6.10 2989
5-July-2021 Preparation of legal
memorandum on aspects of
Mexican corporate governance
in light of Review of Delta’s
disclosure that it is party to a
Funding Agreement with Apollo
Machorro, Juan 2.80 1470
6-July-2021 Continued review of aspects
of Mexican corporate
governance in light of Delta’s
disclosure of it being a party to
the Funding Agreement with
Apollo. Review of letter from
Willkie Farr & Gallagher LLP
to Davis Polk & Wardwell LLP
and an updated version of the
Rule 2004 Motion.
Machorro, Juan 1.80 945
7-July-2021 Continue review of implications
on Delta’s disclosure of Funding
Agreement between Delta and
with Apollo. Revie of
information presented by Apollo
on DIP Financing and aspects of
Mexican law regulation,
including foreign investment
and antitrust related treatment.
Machorro, Juan 2.10 1102.5
8-July-2021 Continued review of implications
on Delta’s disclosure of Funding
Agreement between Delta and
with Apollo. Review of
information on aspects of
antitrust filing presented by
Apollo in Mexico. Attendance to
Machorro, Juan 2.10 1102.5
4

15

Table 1 on page 16. Back to List of Tables
virtual meeting with Apollo and
its professionals. Review of
information.
8-July-2021 Review some materials of the
transaction and criteria of
unilateral filing of Concentration
Notice.
Grau, Vicente 1.00 450
8-July-2021 Work in Summary of antitrust
aspects of the conference call
and pre-merger clearance
procedure. Email
correspondence with Willkie and
MoFo to deliver summary.
Exchange emails with Juan
Delgado from MoFo.
Coordinate review of availability
of some notifications of the filing
at the COFECE site.
Grau, Vicente 0.60 270
9-July-2021 Preliminary review of three
aircraft financing facilitates to
determine whether the liens
thereunder have been properly
recorded under Mexican law.
Remis, Andrés 2.10 504
12-July-2021 Review public disclosure
Aeroméxico regarding the
Mexican shareholders´
communication of their intention
to participate in a future equity
and controlling investment in
such company.
Ibarra, Ana 0.30 66
12-July-2021 Review filings made by AMX to
the Stock Exchange. Review
proposed communication.
Prepare adjustments.
Correspondence to Mexican
counsel to the debtor with respect
to the application to be filed with
the National Commission of
Foreign Investments to amend the
Series N Shares authorization.
With Mr. A. Remis, review
content of data room related to
liens on aircrafts. With Mr. A.
Remis, review aspects related to
registration of liens over aircrafts.
Review Rule 2004 petition and
related documentation.
Orantes, Jorge
León
3.30 1617
12-July-2021 Review of three aircraft financing
facilitates: the MUFG facilities,
the JOLCO facilitates and the
facilitates guaranteed by Ex-Im
Bank to determine whether the
liens thereunder have been
properly recorded under the
Mexican law. Preparation of legal
memorandum in that regard.
Correspondence in that regard.
Remis, Andrés 5.10 1224
5

16

Table 1 on page 17. Back to List of Tables
12-July-2021 Preparation and filing of title
search requests before with the
AFAC.
Carrillo, César 3.40 612
12-July-2021 Review of information on
registration in Mexico of
security interests provided by
Willkie Farr
Machorro, Juan 1.10 577.5
12-July-2021 Review of aspects of press
release by Debtor on projected
capital injection, Delta´s
disclosure of Funding
Agreement, DIP Financing and
aspects of Mexican law
regulation, including foreign
investment and antitrust related
treatment.
Machorro, Juan 1.30 682.5
12-July-2021 Review of aspects of press
release by Debtor on projected
capital injection, Delta´s
disclosure of Funding
Agreement, DIP Financing and
aspects of Mexican law
regulation, including foreign
investment and antitrust related
treatment.
Machorro, Juan 1.30 682.5
13-July-2021 Continued review of three
aircraft financing facilities.
Continued preparation of legal
memorandum. Preparation and
filing of title search requests
with the Mexican Aeronautics
Registry. Correspondence in that
regard.
Remis, Andrés 2.10 504
13-July-2021 Review of information on liens
created and registered in Mexico
and related report.
Machorro, Juan 1.30 682.5
14-July-2021 Continued review of information
on liens created and registered in
Mexico and registration status.
Review of letter sent to the court
on Funding Agreement. Review
of antitrust filing made in
Mexico by Apollo and the
Debtors Companies.
Machorro, Juan 2.10 1102.5
14-July-2021 Review the merger review filing
made by the Apollo Funds to the
Federal Economic Competition
Commission.
Szymanski,
Andrés
1.50 405
14-July-2021 Review email correspondence
from Apollo Mexican counsel.
Quick review of Concentration
Notice. Forward the copy of the
Concentration Notice to J. León
Orates and J. Machorro.
Grau, Vicente 0.50 225
15-July-2021 Review of information on letter
to Judge Chapman, and status of
investigation and results of
Machorro, Juan 0.30 157.5
6

17

Table 1 on page 18. Back to List of Tables
conference with counsel to the
Debtors, the Ad Hoc Group and
the US Trustee.
15-July-2021 Review Concentration Notice.
Follow up on translation of
relevant sections of the
Concentration Notice.
Grau, Vicente 1.10 495
16-July-2021 Review of legal documents
contained in the data room
provided by Willkie regarding
exchange certificates,
syndicated loans, credit and
facilities agreements and aircraft
mortgage and loans agreements.
Correspondence in that regard.
Remis, Andrés 3.10 744
16-July-2021 Prepare a summary of the merger
review filing made by the
Apollo Funds and GAM to
the Federal Economic
Competition Commission.
Szymanski,
Andrés
2.50 675
19-July-2021 Review of information on
joint filing by Apollo and
Aeromexico with Mexican
Antitrust Commission made on
May 25, 2021, on notifiable
potential concentration as a
consequence of DIP Loan
Tranche 2 capitalization. Review
of legal memorandum prepared
on the matter.
Machorro, Juan 1.10 577.5
19-July-2021 Review, changes and additions to
the Summary in English of the
Concentration Notice filed in
May 2021. Email correspondence
with J. León Orantes and J.
Machorro delivering the
Summary in English of the
Concentration Notice with the
COFECE.
Grau, Vicente 1.50 675
20-July-2021 Review memorandum with
summary of filing made by
Apollo with the Mexican
Competition Commission.
Prepare adjustments.
Correspondence to the Willkie
Farr & Gallagher LLP. and FTI
working groups on the foregoing,
and related matters.
Orantes, Jorge
León
2.40 1176
20-July-2021 Continue review of information
on joint filing by Apollo and
Aeromexico with Mexican
Antitrust Commission and legal
memorandum prepared on the
matter.
Machorro, Juan 0.30 157.5
20-July-2021 Review minor changes from the
Summary in English of the
Concentration Notice. Email
Grau, Vicente 1.10 495
7

18

Table 1 on page 19. Back to List of Tables
correspondence with J. León
Orantes and J. Machorro
delivering final version.
Comment with J. León Orantes
and I. Szymanski the Summary of
the Concentration Notice,
and review terms of the
Concentration Notice. Work in
new version of the Summary and
email correspondence with J.
León Orantes and J. Machorro.
21-July-2021 Follow up with the Mexican
Aeronautic Registry regarding
pending title search reports.
Carrillo, César 0.60 108
21-July-2021 Review of letter sent by FTI to
the Debtor Company, aspects of
Mexican law and Rights Offering
Term Sheet, and Mexican
shareholder term sheet.
Machorro, Juan 1.30 682.5
21-July-2021 Review email correspondence
from J. León Orantes to MoFo,
Willkie and FTI
Consulting, and email
correspondence from Todd Goren
from Willkie.
Grau, Vicente 0.20 90
22-July-2021 Review new version of terms
sheet provided by AdG
Orantes, Jorge
León
2.30 1127
22-July-2021 Review of legal aspects in
connection with the U.S.
downgrade of Mexico’s AFAC
aviation safety rating.
Remis, Andrés 2.10 504
23-July-2021 Conclude Analysis of Rights
Offering Term Sheet and
Mexican Shareholder term sheet.
Review proposed letter to the
Board on the Investor Group and
Apollo Proposals.
Correspondence to Willkie Farr
& Gallagher LLP. with
comments on the foregoing.
Attend call with advisors to the
AdG and advisors to the Debtor
to review the Term Sheet.
Orantes, Jorge
León
5.30 2597
23-July-2021 Review of draft to board of
directors of Debtor.
Machorro, Juan 0.30 157.5
26-July-2021 Review revised version of equity
commitment term sheet.
Correspondence on the foregoing.
Review memorandum on FAA
Downgrade. Prepare
adjustments. Correspondence
on the foregoing.
Orantes, Jorge
León
3.60 1764
26-July-2021 Continued review of legal aspects
in connection with Mexico's
AFAC safety downgrade.
Preparation f legal memorandum
in that regard.
Remis, Andrés 3.50 840
8

19

Table 1 on page 20. Back to List of Tables
26-July-2021 Review of aspects of FAA
downgrade of Mexican authority
to category 2 and status thereof in
Mexico and review of legal
memorandum. Review of revised
draft letter to board of directors
of the Debtor Companies.
Machorro, Juan 1.10 577.5
27-July-2021 Review new version of letter to
be addressed to the Board of the
Debtor in light of proposal
submitted by AdG. Review latest
version of such proposal. Prepare
changes to the letter in light of
the latest version received.
Correspondence on the foregoing.
Review proposed communication
with respect to fiduciary duties in
light of the three proposals
received for the exit plan. Prepare
adjustments.
Orantes, Jorge
León
4.70 2303
27-July-2021 Continued review of aspects of
FAA downgrade of Mexican
aviation authority; review of
letter to board of directors of
the Debtor Companies; review
of exit proposals furnished by
interested groups; review of
Mexican legal aspects of
fiduciary duties and liabilities of
CEOs and Board of Directors
of Mexican public companies.
Review of information on
motions filed by the Debtors.
Machorro, Juan 2.80 1470
28-July-2021 Review and analyze judicial
precedents regarding the
responsibility of Directors of
companies, as well as of public
companies. Prepare note in
connection with the foregoing.
Ibarra, Ana 3.20 704
28-July-2021 Review proposed declaration to
be filed with TRO. Prepare
adjustments. Conference with J.
Brandt and M. Dunn on the
foregoing. Review revised
version of the declaration.
Review applicable legal
provisions. Prepare changes.
Correspondence on the foregoing
Orantes, Jorge
León
5.30 2597
28-July-2021 Review of letters submitted to
board of directors of the board of
directors of the Debtor
Companies. Review of
information on exit proposals
furnished by interested groups.
Review of Mexican aspects of
fiduciary duties of CEOs and
Board of Directors of Mexican
Machorro, Juan 3.30 1732.5
9

20

Table 1 on page 21. Back to List of Tables
companies and court precedents.
Review of draft affidavit in
connection with TRO papers in
anticipation of Debtors delivering
Final Valuation Materials to
Apollo. Conferences and
correspondence with working
group on the above.
29-July-2021 Review draft TRO. Review
revised version of declaration of
Mexican law issues.
Correspondence on the foregoing.
Orantes, Jorge
León
2.50 1225
29-July-2021 Review of draft TRO and
comments to Mexican law
affidavit; review of information
on a standstill to request
mediation. Correspondence.
Machorro, Juan 1.50 787.5
30-July-2021 Review legal memorandum in
order to include restrictions to
equity acquisition by a
shareholder. Review the bylaws
of Aeromexico for such effect.
Ostos, Diego 2.10 483
Total: 0002 Analysis and preparation of documents on Mexican
law issues
None 117.10 $48,553.00
None
0004 – Employment and Fee Applications None None None None
7-July-2021 Review comments from the
U.S. Trustee regarding SyS´s
first interim fee application.
Remis, Andrés 1.10 264
7-July-2021 Preparation of monthly fee
statement.
Remis, Andrés 1.00 240
Total: 0004 Employment and Fee Applications None 2.10 $504.00
0006 - Meetings and communications with Committee None None None None
7-July-2021 Attendance to weekly
meeting with the UCC.
Review relevant materials.
JLO 2.30 1127
7-July-2021 Attendance to weekly meeting
with the UCC. Review of
information.
JCM 2.30 1207.5
14-July-2021 Attend weekly call with the
Committee. Review relevant
materials
JLO 2.10 1029
14-July-2021 Attendance to weekly UCC
meeting. Review of information.
JCM 2.10 1102.5
21-July-2021 Attend conference call with the
Committee and their advisors.
Review relevant materials.
JLO 1.80 882
21-July-2021 Attendance to UCC weekly
meeting. Review of information.
JCM 1.30 682.5
28-July-2021 Attend weekly call with the
Committee. Review relevant
materials. Follow up
correspondence to FTI on items
discussed in the meeting. Final
JLO 3.90 1911
10

21

Table 1 on page 22. Back to List of Tables
versions of communications to
the Debtor´s board and counsel
on the exit proposals. Review
applicable legal provisions.
28-July-2021 Attendance to weekly UCC
meeting. Review of information.
JCM 1.30 682.5
Total: 0006 Meetings and communications with Committee None 17.10 $8,624.00
None
Current Fees None None None $69,276.00
Value Added Tax (16%) None None None $11,084.16
Total Current Fees None None None $80,360.16
11

22