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Full title: Certificate of No Objection Pursuant to LR 9075-2 / Certificate of No Objection Regarding Debtors' Motion for Entry of an Order Authorizing Debtors to Reject that Certain Aircraft Lease (related document(s)[1614]) Filed by Timothy E. Graulich on behalf of Grupo Aeromexico, S.A.B. de C.V.. (Graulich, Timothy)

Document posted on Sep 14, 2021 in the bankruptcy, 18 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this “Order”), authorizing the Debtor Lessee to reject the Rejected Lease as set forth more fully in the Motion and the Landess Declaration; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Motion and the relief requested therein being a core proceeding under 28 U.S.C. § 157(b); and venue of the Chapter 11 Cases and related proceedings being proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided to the notice parties identified in the Motion; such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion and considered the relief requested therein; and upon all of the proceedings had 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. If the Rejected Lessor or any other Counterparty or Counterparties (as defined in the Stipulation) elect not to rely on previously filed proof(s) of claim, any Rejected Lessor or other Counterparty may file a rejection claim under section 502 of the Bankruptcy Code or other general unsecured claims in connection with the Rejected Lease by no later than 30 days after the Rejection Date; provided, however, that this provision shall not alter or affect any claims arising under the terms of the Stipulation (other than rejection damages claims) or for a claim otherwise entitled to administrative priority under the Bankruptcy Code.Unless otherwise explicitly provided for herein or in the Stipulation, any person or entity that fails to timely file such proof of claim for rejection damages (whether filed previously or pursuant to a proof of claim filed within the period provided above) (a) shall be forever barred, estopped, and enjoined from asserting such claim against the Debtors or thereafter filing a proof of claim with respect thereto in the Chapter 11 Cases, (b) shall not, with respect to such claim, be treated as a creditor of the Debtors for 2 the purpose of voting on any plan in the Chapter 11 Cases, and (c) shall not receive or be entitled to receive any payment or distribution of property from the Debtors or their successors or assigns with respect to such claim in the Chapter 11 Cases. Nothing in this Order nor any action by the Debtors pursuant to this Order shall be construed as or deemed to constitute (a) an agreement or admission by the Debtors as to the categorizatio

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DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Marshall S. Huebner Timothy Graulich Steven Z. Szanzer Thomas S. Green Counsel to the Debtors and Debtors in Possession 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) CERTIFICATE OF NO OBJECTION REGARDING DEBTORS’ MOTION FOR ENTRY OF AN ORDER AUTHORIZING DEBTORS TO REJECT THAT CERTAIN AIRCRAFT LEASE Pursuant to 28 U.S.C. § 1746, Rule 9075-2 of the Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”), and in accordance with the United States Bankruptcy Court’s case management procedures set forth in the Order Establishing Certain Notice, Case Management, and Administrative Procedures, entered on July 8, 2020 [ECF No. 79] (the “Case Management Order”), the undersigned hereby certifies as follows: 1. On August 20, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for Entry of an Order Authorizing Debtors 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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To Reject that Certain Aircraft Lease [ECF No. 1614] (the “Motion”). Objections and responsive pleadings to the Motion were due no later than September 13, 2021 at 4:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”). 2. The Case Management Order and Local Rule 9075-2 provide that pleadings may be granted without a hearing if (a) no objections or other responsive pleadings have been filed on or before the applicable deadline and (b) the attorney for the entity that filed the pleading complies with the relevant procedural and notice requirements. 3. As of the filing of this certificate, more than 48 hours have elapsed since the Objection Deadline and, to the best of my knowledge, no objection or responsive pleading to the Motion has been (a) filed with the Court on the docket of the above-captioned chapter 11 cases or (b) served on the Debtors or their counsel. 4. The Debtors, however, received from certain parties comments to the proposed order filed with the Motion, which comments have been incorporated in the revised proposed order attached hereto as Exhibit A (the “Proposed Order”). A comparison of the Proposed Order to the version originally filed with the Motion is attached hereto as Exhibit B. 5. Accordingly, the Debtors respectfully request that the Court enter the Proposed Order, a copy of which is attached hereto as Exhibit A, granting the Motion in accordance with the procedures set forth in the Case Management Order and Local Rule 9075-2. [Remainder of page intentionally left blank]

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I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information, and belief. Dated: September 15, 2021 New York, New York DAVIS POLK & WARDWELL LLP By: /s/ Timothy Graulich 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Marshall S. Huebner Timothy Graulich Steven Z. Szanzer Thomas S. Green Counsel to the Debtors and Debtors in Possession

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Exhibit A Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et Case No. 20-11563 (SCC) al., (Jointly Administered) Debtors.1 ORDER AUTHORIZING DEBTORS TO REJECT THAT CERTAIN AIRCRAFT LEASE Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this “Order”), authorizing the Debtor Lessee to reject the Rejected Lease as set forth more fully in the Motion and the Landess Declaration; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Motion and the relief requested therein being a core proceeding under 28 U.S.C. § 157(b); and venue of the Chapter 11 Cases and related proceedings being proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided to the notice parties identified in the Motion; such notice having been adequate and appropriate under the circumstances, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion and considered the relief requested therein; and upon all of the proceedings had 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. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.

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before the Court; and after due deliberation the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and the Court having found that the relief granted herein is in the best interests of the Debtors, their creditors, and all other parties in interest; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Motion is granted to the extent set forth herein. 2. The Debtor Lessee’s rejection of the Rejected Lease, as identified on Schedule 1 hereto, is hereby approved and effective as of October 15, 2021 (the “Rejection Date”), pursuant to section 365 of the Bankruptcy Code and Bankruptcy Rule 6006. 3. If the Rejected Lessor or any other Counterparty or Counterparties (as defined in the Stipulation) elect not to rely on previously filed proof(s) of claim, any Rejected Lessor or other Counterparty may file a rejection claim under section 502 of the Bankruptcy Code or other general unsecured claims in connection with the Rejected Lease by no later than 30 days after the Rejection Date; provided, however, that this provision shall not alter or affect any claims arising under the terms of the Stipulation (other than rejection damages claims) or for a claim otherwise entitled to administrative priority under the Bankruptcy Code. Unless otherwise explicitly provided for herein or in the Stipulation, any person or entity that fails to timely file such proof of claim for rejection damages (whether filed previously or pursuant to a proof of claim filed within the period provided above) (a) shall be forever barred, estopped, and enjoined from asserting such claim against the Debtors or thereafter filing a proof of claim with respect thereto in the Chapter 11 Cases, (b) shall not, with respect to such claim, be treated as a creditor of the Debtors for 2

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the purpose of voting on any plan in the Chapter 11 Cases, and (c) shall not receive or be entitled to receive any payment or distribution of property from the Debtors or their successors or assigns with respect to such claim in the Chapter 11 Cases. 4. Nothing in this Order nor any action by the Debtors pursuant to this Order shall be construed as or deemed to constitute (a) an agreement or admission by the Debtors as to the categorization, priority, or validity of any claim against the Debtors on any grounds, (b) a grant of third party beneficiary status or bestowal of any additional rights on any third party, (c) a waiver or impairment of any rights, claims, or defenses of the Debtors’ rights to dispute any claim on any grounds, (d) a promise by the Debtors to pay any claim, or (e) an implication or admission by the Debtors that such claim is payable pursuant to this Order. 5. To the extent necessary, the automatic stay provided by section 362 of the Bankruptcy Code is hereby modified as to the Debtors to allow the parties to effectuate the provisions of this Order and to transfer, move, and dispose of the aircraft subject to the Rejected Lease. 6. The Debtors and the Rejected Lessor shall comply with the return requirements for the Rejected Aircraft provided for under the Stipulation. 7. Notwithstanding anything contained herein, the Debtors and the Rejected Lessor shall comply with Paragraphs 3(d) and 4 of the Stipulation in connection with the payments related to the rejection of the Rejection Aircraft, the redelivery process of the Rejected Aircraft, and any costs related thereto. 8. Notwithstanding any subsequent appointment of any trustee(s) under any chapter of the Bankruptcy Code, this Order shall be binding in all respects upon, and shall 3

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inure to the benefit of, the Debtors, their estates, and their creditors, their respective affiliates, successors, and assigns, and any affected third parties, including, but not limited to, the Rejected Lessor and all other persons asserting interests in the Rejected Aircraft or Rejected Lease. 9. The Debtors are authorized to take, or refrain from taking, any action necessary or appropriate to implement and effectuate the terms of, and the relief granted in, this Order without seeking further order of the Court. 10. While the above referenced Chapter 11 Cases are pending, this Court shall retain exclusive jurisdiction over any and all matters arising from or related to the implementation, interpretation, and enforcement of this Order Dated: ________________, 2021 New York, New York THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 4

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Schedule 1 Rejected Lease for Rejected Aircraft1
Table 1 on page 9. Back to List of Tables
Lessee,
Sublessee
Notice Parties Airframe
Mfr., Model,
Serial
Number
Registration
No.
Original Engine
Mfr., Model,
Serial Nos.
ESN)
Location of
Rejected
Aircraft
Pinata
Leasing
Co., Ltd.
LESSOR
Pinata Leasing Co., Ltd.
c/o Sumitomo Mitsui Finance and Leasing Company, Limited
1-3-2 Marunouchi
Chiyoda-ku, Tokyo 100-8287
Japan
Facsimile: + 81 3 5219 6576
Attention: General Manager of Investment Business Dept.

FACILITY AGENT(ACTING ON BEHALF OF ITSELF AND THE LENDERS)
Sumitomo Mitsui Banking Corporation, New York Branch
277 Park Avenue
New York, NY 10172
United States of America
Attention: Shawn Powers
Fax: +1 212 918 1633

With a copy to:
Sumitomo Mitsui Banking Corporation, New York Branch 277 Park Avenue
New York, NY 10172
United States of America
Attention: Agency Services
Fax: +1 212 918 1633
Boeing model
B787-9
43860
XA-ADC General Electric
Company
GEnx-1B74/75
956828 and
956829
TBD
1 The inclusion of the Rejected Lease on this schedule does not constitute an admission as to the existence, validity, or priority of any claims held by the counterparty or counterparties to the Rejected Contract.

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Table 1 on page 10. Back to List of Tables
Lessee,
Sublessee
Notice Parties Airframe
Mfr., Model,
Serial
Number
Registration
No.
Original Engine
Mfr., Model,
Serial Nos.
ESN)
Location of
Rejected
Aircraft
SECURITY AGENT
Sumitomo Mitsui Banking Corporation, New York Branch
277 Park Avenue
New York, NY 10172
United States of America
Attention: Shawn Powers
Fax: +1 212 918 1633

With a copy to:
Sumitomo Mitsui Banking Corporation, New York Branch 277 Park Avenue
New York, NY 10172
United States of America
Attention: Agency Services
Fax: +1 212 918 1633
2

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Exhibit B Blackline

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et Case No. 20-11563 (SCC)al., (Jointly Administered) Debtors.1 ORDER AUTHORIZING DEBTORS TO REJECT THAT CERTAIN AIRCRAFT LEASE Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this“Order”), authorizing the Debtor Lessee to reject the Rejected Lease as set forth morefully in the Motion and the Landess Declaration; and the Court having jurisdiction toconsider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012(Preska, C.J.); and consideration of the Motion and the relief requested therein being acore proceeding under 28 U.S.C. § 157(b); and venue of the Chapter 11 Cases and relatedproceedings being proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409; and dueand proper notice of the Motion having been provided to the notice parties identified inthe Motion; such notice having been adequate and appropriate under the circumstances,and it appearing that no other or further notice need be provided; and the Court havingreviewed the Motion [and held a hearing to considerconsidered the relief requested in the 1 The Debtors in these cases, along with each Debtor’s registration number in the applicablejurisdiction, 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. TheDebtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc,Mexico City, C.P. 06500. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to themin the Motion.

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Motion on September 20, 2021 (the “Hearing”)]therein; and upon [the record of theHearing, and upon] all of the proceedings had before the Court; and after due deliberationthe Court having determined that the legal and factual bases set forth in the Motionestablish just cause for the relief granted herein; and the Court having found that therelief granted herein is in the best interests of the Debtors, their creditors, and all otherparties in interest; and after due deliberation and sufficient cause appearing therefor,IT IS HEREBY ORDERED THAT: 1. The Motion is granted to the extent set forth herein. 2. The Debtor Lessee’s rejection of the Rejected Lease, as identified onSchedule 1 hereto, is hereby approved and effective as of October 15, 2021 (the“Rejection Date”), pursuant to section 365 and 105 of the Bankruptcy Code andBankruptcy Rule 6006. 3. On the Rejection Date, the terms of the Rejected Lease shall not be enforceableagainst the Debtors; provided, however, that the terms of this paragraph shall not preventa counterparty from prosecuting any right or claim against any non-Debtor third partyrelated to the Rejected Lease. 3. 4. TheIf the Rejected Lessor may file aor any other Counterparty orCounterparties (as defined in the Stipulation) elect not to rely on previously filedproof(s) of claim, any Rejected Lessor or other Counterparty may file a rejection claimunder section 502 of the Bankruptcy Code or other general unsecured claims inconnection with the Rejected Lease by no later than 30 days after the Rejection Date. Any; provided, however, that this provision shall not alter or affect any claims arising2

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under the terms of the Stipulation (other than rejection damages claims) or for a claimotherwise entitled to administrative priority under the Bankruptcy Code. Unlessotherwise explicitly provided for herein or in the Stipulation, any person or entity thatfails to timely file such proof of claim for rejection damages (whether filed previously orpursuant to a proof of claim filed within the period provided above) (a) shall be foreverbarred, estopped, and enjoined from asserting such claim against the Debtors or thereafterfiling a proof of claim with respect thereto in the Chapter 11 Cases, (b) shall not, withrespect to such claim, be treated as a creditor of the Debtors for the purpose of voting onany plan in the Chapter 11 Cases, and (c) shall not receive or be entitled to receive anypayment or distribution of property from the Debtors or their successors or assigns withrespect to such claim in the Chapter 11 Cases. 4. 5. Nothing in this Order nor any action by the Debtors pursuant to thisOrder shall be construed as or deemed to constitute (a) an agreement or admission by theDebtors as to the categorization, priority, or validity of any claim against the Debtors onany grounds, (b) a grant of third party beneficiary status or bestowal of any additionalrights on any third party, (c) a waiver or impairment of any rights, claims, or defenses ofthe Debtors’ rights to dispute any claim on any grounds, (d) a promise by the Debtors topay any claim, or (e) an implication or admission by the Debtors that such claim ispayable pursuant to this Order. 5. 6. To the extent necessary, the automatic stay provided by section 362 ofthe Bankruptcy Code is hereby modified as to the Debtors to allow the parties to3

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effectuate the provisions of this Order and to transfer, move, and dispose of the aircraftsubject to the Rejected Lease. 6. 7. The Debtors shall make the Rejected Aircraft available for retrieval bythe Rejected Lessor as of the Rejection Date. The Rejected Lessor must remove itsRejected Aircraft from the location designated in Schedule 1 hereto. If the RejectedLessor does not retrieve the Rejected Aircraft within five days of the Rejection Date,andthe Rejected Lessor shall be responsible for the costs of storing the Rejected Aircraft andother attendant costs as determined by the Debtors, including the costs of insuring andmaintainingcomply with the return requirements for the Rejected Aircraft provided forunder the Stipulation. 7. 8. Notwithstanding anything contained herein, the Debtors and theRejected Lessor shall comply with Paragraphs 3(d) and 4 of the Stipulation in connectionwith the payments related to the rejection of the Rejection Aircraft, the redelivery processof the Rejected Aircraft, and any costs related thereto. 8. 9. Notwithstanding any subsequent appointment of any trustee(s) underany chapter of the Bankruptcy Code, this Order shall be binding in all respects upon, andshall inure to the benefit of, the Debtors, their estates, and their creditors, their respectiveaffiliates, successors, and assigns, and any affected third parties, including, but notlimited to, the Rejected Lessor and all other persons asserting interests in the RejectedAircraft or Rejected Lease. 4

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9. 10. The Debtors are authorized to take, or refrain from taking, any actionnecessary or appropriate to implement and effectuate the terms of, and the relief grantedin, this Order without seeking further order of the Court. 10. 11. While the above referenced Chapter 11 Cases are pending, this Courtshall retain exclusive jurisdiction over any and all matters arising from or related to theimplementation, interpretation, and enforcement of this OrderDated: ________________, 2021 New York, New York THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 5

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Schedule 1 Rejected Lease for Rejected Aircraft1 Airframe Original Engine Location of Lessee, Mfr., Model, Registration Mfr., Model, Notice Parties Rejected Sublessee Serial No. Serial Nos. Aircraft Number ESN) Pinata LESSOR Boeing model XA-ADC General Electric TBD Leasing Pinata Leasing Co., Ltd. B787-9 Company Co., Ltd. c/o Sumitomo Mitsui Finance and Leasing Company, Limited 43860 GEnx-1B74/751-3-2 Marunouchi 956828 and Chiyoda-ku, Tokyo 100-8287 956829 Japan Facsimile: + 81 3 5219 6576 Attention: General Manager of Investment Business Dept. FACILITY AGENT(ACTING ON BEHALF OF ITSELF AND THE LENDERS) Sumitomo Mitsui Banking Corporation, New York Branch 277 Park Avenue New York, NY 10172 United States of America Attention: Shawn Powers Fax: +1 212 918 1633 With a copy to: Sumitomo Mitsui Banking Corporation, New York Branch 277 Park Avenue 1 The inclusion of the Rejected Lease on this schedule does not constitute an admission as to the existence, validity, or priority of any claims held by thecounterparty or counterparties to the Rejected Contract.

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Airframe Original Engine Location of Lessee, Mfr., Model, Registration Mfr., Model, Notice Parties Rejected Sublessee Serial No. Serial Nos. Aircraft Number ESN) New York, NY 10172 United States of America Attention: Agency Services Fax: +1 212 918 1633 SECURITY AGENT Sumitomo Mitsui Banking Corporation, New York Branch 277 Park Avenue New York, NY 10172 United States of America Attention: Shawn Powers Fax: +1 212 918 1633 With a copy to: Sumitomo Mitsui Banking Corporation, New York Branch 277 Park AvenueNew York, NY 10172 United States of America Attention: Agency Services Fax: +1 212 918 1633 2

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