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Full title: Motion to Authorize / Debtors' Motion for Entry of an Order Authorizing Debtor Aerovias de Mexico, S.A. de C.V. to Enter into New Aircraft Lease Agreements with Air Lease Corporation filed by Timothy E. Graulich on behalf of Grupo Aeromexico, S.A.B. de C.V. with hearing to be held on 10/1/2021 at 10:00 AM at Courtroom 623 (SCC) Responses due by 9/28/2021,. (Graulich, Timothy)

Document posted on Sep 16, 2021 in the bankruptcy, 35 pages and 0 tables.

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By this Motion, and pursuant to sections 363(b) and 105(a) of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and Bankruptcy Rules 6004 and 9013, the Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A (the 2 “Proposed Order” and, if entered, the “Order”), authorizing (but not directing) the Debtor Lessee to enter into the ALC Leases, substantially consistent with the terms and conditions set forth in the ALC Letter of Intent attached to the Proposed Order as Exhibit 1, as further detailed herein and in the Proposed Order.On September 15, 2020, the Debtors filed their Motion for Approval of Stipulations and Orders Between Debtors and Counterparties Concerning Certain Aircraft and Engines [ECF No. 373] (the “Equipment Stipulation Motion”), pursuant to which the Debtors sought approval of certain stipulations (the “Equipment Stipulations”) between certain Debtors and certain counterparties concerning leases of Equipment (as defined in the Equipment Stipulation Motion).Finally, the Court has also entered additional orders authorizing the Debtors to either enter into new aircraft leases and/or assume existing aircraft leases on an amended basis, thereby allowing the Debtors to continue implementing their Operating Fleet Plan. Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this “Order”) authorizing, but not directing, Debtor Aerovías de México, S.A. de C.V. (the “Debtor Lessee”) to enter into the ALC Leases, as set forth more fully in the Motion, the ALC Letter of Intent attached hereto as Exhibit 1, 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;Upon signing of this LOI, the parties will negotiate in good faith to finalize and execute definitive documentation (the “Documentation”) that reflects the terms and conditions specified in this LOI and sets forth other specific terms of Lessee’s agreement to lease such Aircraft from Lessor and Lessor’s agreement to lease such Aircraft to Lessee.

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Hearing Date and Time: October 1, 2021 at 10:00 a.m. (Prevailing Eastern Time) Objection Date and Time: September 28, 2021 at 12:00 p.m. (Prevailing Eastern Time) 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) NOTICE OF HEARING ON DEBTORS’ MOTION FOR ENTRY OF AN ORDER AUTHORIZING DEBTOR AEROVÍAS DE MÉXICO, S.A. DE C.V. TO ENTER INTO NEW AIRCRAFT LEASE AGREEMENTS WITH AIR LEASE CORPORATION PLEASE TAKE NOTICE that, on September 17, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for Entry of an Order Authorizing Debtor Aerovías de México, S.A. de C.V. To Enter into New Aircraft Lease Agreements with Air Lease Corporation (the “Motion”). A hearing on the Motion is scheduled to 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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be held on October 1, 2021 at 10:00 a.m. (prevailing Eastern Time) (the “Hearing”) before the Honorable Judge Shelley C. Chapman, United States Bankruptcy Judge, in the United States Bankruptcy Court for the Southern District of New York (the “Court”), or at such other time as the Court may determine. PLEASE TAKE FURTHER NOTICE that, in accordance with General Order M-543, dated March 20, 2020 (Morris, C.J.) (“General Order M-543”),2 the Hearing will be conducted telephonically. Any parties wishing to participate must do so telephonically by making arrangements through CourtSolutions, LLC (www.court-solutions.com). Instructions to register for CourtSolutions, LLC are attached to General Order M-543. PLEASE TAKE FURTHER NOTICE that copies of the Motion may be obtained free of charge by visiting the website of Epiq Corporate Restructuring, LLC at https://dm.epiq11.com/aeromexico. You may also obtain copies of any pleadings by visiting the Court’s website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein. PLEASE TAKE FURTHER NOTICE that the Hearing may be continued or adjourned from time to time by an announcement of the adjourned date or dates at the Hearing or a later hearing or by filing a notice with the Court. The Debtors will file an agenda before the Hearing, which may modify or supplement the motion(s) to be heard at the Hearing. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion shall be in writing, shall comply with the Federal Rules of Bankruptcy Procedure and the Local 2 A copy of the General Order M-543 can be obtained by visiting http://www.nysb.uscourts.gov/news/general-order-m-543-court-operations-under-exigent-circumstances-created-covid-19. 2

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Bankruptcy Rules for the Southern District of New York, shall be filed with the Court by (a) attorneys practicing in the Court, including attorneys admitted pro hac vice, electronically in accordance with General Order M-399 (which can be found at www.nysb.uscourts.gov) and (b) all other parties in interest, in accordance with the customary practices of the Court and General Order M-399, to the extent applicable, and shall be served in accordance with General Order M-399 and the Order Establishing Certain Notice, Case Management, and Administrative Procedures, entered on July 8, 2020 [ECF No. 79], so as to be filed and received no later than September 28, 2021 at 12:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”). PLEASE TAKE FURTHER NOTICE that all objecting parties are required to telephonically attend the Hearing, and failure to appear may result in relief being granted upon default. PLEASE TAKE FURTHER NOTICE that, if no responses or objections are timely filed and served with respect to the Motion, the Debtors may, on or after the Objection Deadline, submit to the Court an order substantially in the form of the proposed order attached to the Motion, under certification of counsel or certification of no objection, which order may be entered by the Court without further notice or opportunity to be heard. [Remainder of page intentionally left blank] 3

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Dated: September 17, 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 4

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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 Case No. 20-11563 (SCC) al., (Jointly Administered) Debtors.1 DEBTORS’ MOTION FOR ENTRY OF AN ORDER AUTHORIZING DEBTOR AEROVÍAS DE MÉXICO, S.A. DE C.V. TO ENTER INTO NEW AIRCRAFT LEASE AGREEMENTS WITH AIR LEASE CORPORATION Grupo Aeroméxico, S.A.B. de C.V. (“Grupo Aeroméxico”) and certain of its affiliates (collectively, the “Debtors”), each of which is a debtor and debtor in possession in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), hereby file this motion (this “Motion”) seeking the entry of an order authorizing, but not directing, Debtor Aerovías de México, S.A. de C.V. (the “Debtor Lessee”) to enter into new long-term aircraft lease agreements and related transaction documents (collectively, the “ALC Leases”) for six new Boeing aircraft containing 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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terms substantially consistent with those set forth in the letter of intent attached to the Proposed Order as Exhibit 1 (the “ALC Letter of Intent”). A summary of the material terms of the ALC Letter of Intent is attached hereto as Exhibit B. This Motion is supported by the Declaration of Matthew Landess in Support of Debtors’ Motion for Entry of an Order Authorizing Debtor Aerovías de México, S.A. de C.V. To Enter into New Aircraft Lease Agreements with Air Lease Corporation and Related Sealing Motion (the “Landess Declaration”) filed contemporaneously herewith and incorporated herein by reference. In further support of this Motion, the Debtors respectfully state as follows: Jurisdiction and Venue 1. The United States Bankruptcy Court for the Southern District of New York (the “Court”) has jurisdiction over this Motion 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.). This is a core proceeding pursuant to 28 U.S.C. § 157(b). In addition, the Debtors confirm their consent, pursuant to Rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter a final order or judgment in connection herewith consistent with Article III of the United States Constitution. 2. Venue of the Chapter 11 Cases and related proceedings is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. Relief Requested 3. By this Motion, and pursuant to sections 363(b) and 105(a) of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and Bankruptcy Rules 6004 and 9013, the Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A (the 2

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“Proposed Order” and, if entered, the “Order”), authorizing (but not directing) the Debtor Lessee to enter into the ALC Leases, substantially consistent with the terms and conditions set forth in the ALC Letter of Intent attached to the Proposed Order as Exhibit 1, as further detailed herein and in the Proposed Order. Background A. General Background 4. On June 30, 2020 (the “Petition Date”), each of the Debtors filed in this Court voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors have continued to operate and manage their businesses and have continued to possess their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. The Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b) and the Order Directing Joint Administration of Chapter 11 Cases [ECF No. 30] entered by the Court on July 1, 2020 in Grupo Aeroméxico’s Chapter 11 Case.2 6. On July 13, 2020, the Office of the United States Trustee for the Southern District of New York (the “U.S. Trustee”) appointed an Official Committee of Unsecured Creditors (the “Committee”) pursuant to section 1102 of the Bankruptcy Code. See Notice of Appointment of Official Committee of Unsecured Creditors [ECF No. 92]. No trustee or examiner has been appointed in the Chapter 11 Cases. 2 On July 2, 2020, the Court entered similar orders for the other Debtors on their respective Court dockets. See In re Aerovías de México, S.A. de C.V., No. 20-11561, ECF No. 4; In re Aerolitoral, S.A. de C.V., No. 20-11565, ECF No. 4; In re Aerovías Empresa de Cargo, S.A. de C.V., No. 20-11566, ECF No. 4. 3

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7. Detailed information regarding the Debtors’ businesses and affairs, capital structure, and the circumstances leading to the commencement of the Chapter 11 Cases can be found in the Declaration of Ricardo Javier Sánchez Baker in Support of the Debtors’ Chapter 11 Petitions and First Day Pleadings [ECF No. 20], which is incorporated herein by reference. B. The Debtors’ Fleet Optimization Process 8. Over the last several months, the Debtors have been engaged in a multi-step process to (a) analyze their anticipated, long-term fleet and equipment needs, (b) make corresponding adjustments to the size and composition of their current operating fleet, and (c) obtain the most favorable terms for agreements relating to aircraft and equipment. In doing so, the Debtors have continued negotiating with existing lessors and potential lessors of additional aircraft and equipment to obtain the best terms available for the aircraft and equipment that will be necessary for the Debtors to pursue their long-term business plan and to optimize their anticipated fleet upon emergence from the Chapter 11 Cases (the “Operating Fleet Plan”). 9. On September 15, 2020, the Debtors filed their Motion for Approval of Stipulations and Orders Between Debtors and Counterparties Concerning Certain Aircraft and Engines [ECF No. 373] (the “Equipment Stipulation Motion”), pursuant to which the Debtors sought approval of certain stipulations (the “Equipment Stipulations”) between certain Debtors and certain counterparties concerning leases of Equipment (as defined in the Equipment Stipulation Motion). The Equipment Stipulations enabled the Debtors to continue to utilize the Equipment on their operating routes and to maintain the Equipment when not being operated. Broadly speaking, the Equipment Stipulations provide, with limited variation, for payment of rent calculated based on actual usage of the Equipment (called a “power by the hour” or “PBH” arrangement), rather than a fixed monthly amount. The Court entered an order approving the Equipment Stipulation Motion 4

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[ECF No. 396] and so ordered the underlying Equipment Stipulations. [ECF Nos. 399–429, 475, 491, 502]. 10. On April 22, 2021, the Debtors filed their Motion for (I) Approval of Compromises with Boeing and Other Counterparties, (II) Authorization To (A) Enter Into Amended Aircraft Purchase Agreement with Boeing and (B) Enter into Agreements with Other Counterparties related to the Boeing Transaction, (III) Approval of the Assumption of Such Amended Agreements, as Applicable, and (IV) Approval To Settle Certain Prepetition Claims of Counterparties [ECF No. 1108] (the “Boeing Motion”) and their Motion for (I) Authorization To (A) Enter Into New Aircraft Lease Agreements and (B) Amend and Assume Certain Existing Aircraft Lease Agreements, and (II) Approval of Compromise Regarding Prepetition Claims with Air Lease Corporation [ECF No. 1113] (the “Air Lease Motion”). The Court approved both the Boeing Motion and the Air Lease Motion at a hearing on April 30, 20213 and, subsequently, entered each of the orders related thereto.4 Pursuant to such orders, the Debtors (a) added 28 new aircraft to their fleet, including 20 new Boeing 737MAX aircraft, (b) assumed agreements relating to 18 existing aircraft, and (c) settled the allowed amounts of unsecured claims of certain counterparties with respect to such equipment. 11. In mid-June 2021, the Debtors finalized the current version of their Operating Fleet Plan, which, among other things, adjusted the composition of the Debtors’ long-term operating fleet, including through a combination of substitutions and additions of over a dozen Boeing 737MAX aircraft, four of which are the subject of this Motion. The decision to induct more Boeing 3 See Hr’g Tr. (April 30, 2021), 29:17–23 and 37:13–16. 4 See ECF Nos. 1141–42, 1145, 1154, 1156–57, 1160–62. 5

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737MAX aircraft into the Debtors’ fleet was based on quantifiable and substantial economic benefits, including, among other things, the following: (a) greater fuel efficiency; (b) reduced near-term maintenance capex; (c) greater passenger capacity; (d) increased EBITDAR; (e) a positive net present value with respect to the cash inflows and outflows relating to the New 737MAX Leases; (f) increased efficiencies and cost-savings generated by having a harmonized fleet where a substantial portion of the aircraft are the same type and share the same configuration; and (g) increased value of the Debtors’ estates. 12. As part of the first step in effectuating the updated and current Operating Fleet Plan, on August 30, 2021, the Debtors obtained the Court’s approval to acquire 12 new Boeing 737MAX aircraft. See Final Order (I) Authorizing Debtors To Enter into New Aircraft Lease Agreements and (B) Amend and Assume a Certain Existing Aircraft Lease Agreement and (II) Approving Compromise Regarding Prepetition Claims with Affiliates of Dubai Aerospace Enterprise (DAE) Ltd (the “DAE Order”) [ECF No. 1659]. Pursuant to the DAE Order, the Court explicitly found that “[e]ntry into and performance under each of the [DAE Leases] is in the best interest of the Debtors and their estates.” Id., ¶ 2. In conjunction with the DAE Order, the Committee formally withdrew its limited objection and reserved all rights to object to the Debtors’ future acquisition of aircraft (the “Reservation of Rights”) [ECF No. 1626]. In addition, in its Reservation of Rights, the Committee stated its belief that the Debtors must provide, for each additional 737MAX aircraft to be acquired, additional analysis that (a) is based on the life of the applicable commitment period, (b) evaluates the aircraft to be replaced (if any), (c) forecasts the benefits of the new 737MAX aircraft by measuring the profitability of marginal routes against the amount of incremental capital needed to acquire the aircraft, (d) eliminates incremental fixed costs consistent with the Debtors’ 6

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business plan, and (e) includes beyond contribution measurements, all consistent with ordinary course practices (collectively, the “Requested Analyses”). Id., ¶ 3. 13. Finally, the Court has also entered additional orders authorizing the Debtors to either enter into new aircraft leases and/or assume existing aircraft leases on an amended basis, thereby allowing the Debtors to continue implementing their Operating Fleet Plan. See ECF Nos. 984, 1100, 1544, 1572–73, 1659, 1693. C. The ALC Leases 14. Over the last several months, the Debtors have continued negotiating with existing lessors and potential lessors of additional aircraft and equipment to obtain the best terms available for the aircraft and equipment that will be necessary for the Debtors to pursue their long-term business plan and to optimize their anticipated fleet upon emergence from the Chapter 11 Cases. 15. As a result of arm’s length and good faith negotiations, the Debtors have reached an agreement with Air Lease Corporation (“ALC”) to enter into the ALC Leases and take delivery of six new Boeing aircraft: four Boeing 737-MAX aircraft; and two Boeing 787 aircraft, in each case as more particularly described in the ALC Letter of Intent (collectively, with the related engines, parts, equipment, and appurtenances, the “ALC Aircraft”). The first of the ALC Aircraft is anticipated to be delivered to the Debtors in the first half of 2022, in time for the summer travel season. To meet this timetable, it is imperative that the Debtors receive approval of the ALC Leases as soon as possible to meet Boeing lead-time requirements and to prevent competitors from usurping the Debtors’ opportunity and signing letters of intent with ALC for the ALC Aircraft (as described in the Landess Declaration). 16. The ALC Letter of Intent sets forth the commercial terms between ALC and the Debtor Lessee, and a summary of the principal terms and conditions of the ALC Letter of Intent 7

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is attached hereto as Exhibit B. The leasing of these state-of-the-art Aircraft provides greater fuel- and cost-efficiency and permits the Debtors to upgrade their customer experience by offering comprehensive and competitive services to their customers, while sustaining improved profitability and flexibility. The addition of the ALC Aircraft is yet another monumental step forward in the Debtors’ fleet rationalization and modernization effort that will benefit the Debtors, their estates, and their economic stakeholders for years to come. 17. In determining to enter into the ALC Letter of Intent, the Debtors consulted with the advisors to each of the DIP Lenders,5 the Ad Hoc Group of Senior Noteholders,6 and the Ad Hoc Group of Unsecured Claimholders,7 none of which expressed opposition to the relief requested herein. The Debtors, however, continue to discuss the relief requested herein with the advisors to the Committee and will share the Requested Analyses with them in the coming days. Basis for Relief 18. The Debtors believe that the leasing of Aircraft, as contemplated by the ALC Letter of Intent, constitutes an ordinary course transaction because (a) it is commonplace in the airline industry and (b) the Debtors have frequently engaged in similar aircraft lease transactions in the past. As a result, the Debtors believe that entry into the ALC Leases, as contemplated by the ALC 5 As used in this Motion, “DIP Lenders” refers to those parties identified in this Court’s Final Order Granting Debtors’ Motion to (I) Authorize Certain Debtors in Possession to Obtain Post-Petition Financing; (II) Grant Liens and Superpriority Administrative Expense Claims to DIP Lenders; (III) Modify Automatic Stay; and (IV) Grant Related Relief [ECF No. 527]. 6 As used in this Motion, “Ad Hoc Group of Senior Noteholders” refers to the group identified in the Third Amended Verified Statement of the Ad Hoc Group of Senior Noteholders Pursuant to Bankruptcy Rule 2019 [ECF No. 1731]. 7 As used in this Motion, “Ad Hoc Group of Unsecured Claimholders” refers to the group identified in the First Amended Verified Statement of the Ad Hoc Group of Unsecured Claimholders Pursuant to Bankruptcy Rule 2019 [ECF No. 1733]. 8

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Letter of Intent, would be permitted under section 363(c) of that Bankruptcy Code, which authorizes a debtor to “enter into transactions, including the sale or lease of property of the estate, in the ordinary course of business, without notice or a hearing . . . .” 11 U.S.C. § 363(c)(1). Nevertheless, out of an abundance of caution (and to the extent that such authorization is required under section 363(b) of the Bankruptcy Code) the Debtors seek entry of an order authorizing the Debtor Lessee to enter into the ALC Leases. 19. Section 363(b)(1) of the Bankruptcy Code empowers a court to allow a debtor to “use, sell, or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b)(1). A debtor’s decision to use, sell, or lease assets outside the ordinary course of business must be based upon the sound business judgment of the debtor. See Official Comm. of Unsecured Creditors of LTV Aerospace and Defense Co. v. LTV Corp. (In re Chateaugay Corp.), 973 F.2d 141, 143 (2d Cir. 1992) (holding that “a judge determining a § 363(b) application [must] expressly find from the evidence presented before him . . . a good business reason to grant such an application”); see also Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1071 (2d Cir. 1983) (same); In re Glob. Crossing Ltd., 295 B.R. 726, 743 (Bankr. S.D.N.Y. 2003); In re Ionosphere Clubs, Inc., 100 B.R. 670, 674 (Bankr. S.D.N.Y. 1989) (noting that the standard for determining a motion under section 363(b) of the Bankruptcy Code is “good business reason”). 20. The business judgment rule is satisfied “when the following elements are present: (1) a business decision, (2) disinterestedness, (3) due care, (4) good faith, and (5) according to some courts and commentators, no abuse of discretion or waste of corporate assets.” Official Comm. of Subordinated Bondholders v. Integrated Res., Inc. (In re Integrated Res., Inc.), 147 B.R. 650, 656 (S.D.N.Y. 1992), appeal dismissed, 3 F.3d 49 (2d Cir. 1993) (internal quotations 9

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omitted). In fact, “[w]here the debtor articulates a reasonable basis for its business decisions (as distinct from a decision made arbitrarily or capriciously), courts will generally not entertain objections to the debtor’s conduct.” Comm. of Asbestos-Related Litigants and/or Creditors v. Johns-Manville Corp. (In re Johns-Manville Corp.), 60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986); see also In re Integrated Res., Inc.), 147 B.R. at 656 (holding that a party opposing a debtor’s exercise of its business judgment has the burden of rebutting the presumption of validity). Indeed, courts in this district have consistently and appropriately been loath to interfere with corporate decisions absent a showing of bad faith, self-interest, or gross negligence and will uphold a board’s decisions as long as they are attributable to any “rational business purpose.” Id. 21. Moreover, section 105(a) of the Bankruptcy Code confers the Court with broad equitable powers to “issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). 22. The Debtors respectfully submit that the relief requested herein is fair, equitable, reasonable, the product of the Debtors exercising their sound business judgment, and in the best interests of the Debtors’ estates and, thus, is justified under sections 363(b) and 105(a) of the Bankruptcy Code. As described above and in the Landess Declaration, the Debtors are seeking to reset their fleet and attendant costs to a market level. As part of this process, the Debtors are evaluating their fleet of aircraft and equipment, negotiating acquisitions of additional new or used aircraft and equipment, reviewing the underlying leases and agreements for the aircraft and equipment currently in their fleet, and, to the extent prudent, negotiating amendments to such leases and agreements for aircraft and equipment that the Debtors desire to maintain. In doing so, the Debtors compared the ALC Leases and the ALC Aircraft to available alternatives and ultimately negotiated (at arm’s length, in good faith, and in consultation with their key 10

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stakeholders) economically favorable terms for the ALC Leases, as memorialized in the ALC Letter of Intent, that are in line with the Debtors’ long-term Operating Fleet Plan. The ALC Leases also will create operational flexibility for the Debtors, as they will allow the Debtors to increase the long-term fleet by six state-of-the-art aircraft (which would be in addition to the Boeing 737MAX aircraft being acquired pursuant to other transactions approved by the Court) and would position the Debtors to potentially reject other costly aircraft or equipment that are not as attractive for the long-term fleet. Finally, the Debtors have determined (based on the exercise of their sound business judgment) that the terms of the ALC Leases, including the payment and delivery schedules thereunder, represent the best available transactions under the circumstances (i.e., the Chapter 11 Cases), but also would be commercially beneficial transactions irrespective of such circumstances. The terms of the ALC Leases are even superior to some of the Debtors’ existing leases and would allow the Debtors to potentially reject other aircraft that are not as attractive in the long-term fleet. 23. In light of the foregoing, and for the reasons provided above and detailed in the Landess Declaration, the Debtors respectfully submit that the entry into the ALC Leases, substantially consistent with the terms and conditions set forth the in the ALC Letter of Intent, (a) would be the result of the Debtors exercising their sound business judgment in accordance with their fiduciary duties, (b) would be in the best interests of their estates and economic stakeholders, and (c) would further serve to maximize value for the benefit of all creditors. Accordingly, the Debtors respectfully request that the Court authorize, but not direct, the Debtor Lessee to enter into the ALC Leases substantially consistent with the terms and conditions set forth in the ALC Letter of Intent. 11

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Notice 24. Notice of this Motion will be provided to the following parties: (a) the entities on the Master Service List (as defined in the Order Establishing Certain Notice, Case Management, and Administrative Procedures [ECF No. 79], which is available on the Debtors’ case website at https://dm.epiq11.com/case/aeromexico/info); (b) the U.S. Trustee; (c) counsel to the Committee; (d) counsel to Apollo Management Holdings, L.P.; (e) counsel to the Ad Hoc Group of Senior Noteholders; and (f) any person or entity with a particularized interest in the subject matter of this Motion. The Debtors respectfully submit that no other or further notice is required. No Prior Request 25. No previous request for the relief sought herein has been made by the Debtors to this or any other court. [Remainder of page intentionally left blank] 12

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WHEREFORE, the Debtors respectfully request that the Court grant the relief requested herein and such other and further relief as the Court deems just and proper. Dated: September 17, 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 13

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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 DEBTOR AEROVÍAS DE MÉXICO, S.A. DE C.V. TO ENTER INTO NEW AIRCRAFT LEASE AGREEMENTS WITH AIR LEASE CORPORATION Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this “Order”) authorizing, but not directing, Debtor Aerovías de México, S.A. de C.V. (the “Debtor Lessee”) to enter into the ALC Leases, as set forth more fully in the Motion, the ALC Letter of Intent attached hereto as Exhibit 1, 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 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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the circumstances, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion [and held a hearing to consider the relief requested in the Motion on October 1, 2021 (the “Hearing”)]; and upon [the record of the Hearing, and upon] all of the proceedings had 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 Debtors are authorized (but not directed), pursuant to section 363(b) of the Bankruptcy Code, to enter into, and perform their obligations under, the ALC Leases, which will contain terms substantially consistent with those set forth in the ALC Letter of Intent attached hereto as Exhibit 1. 3. The Debtors are authorized (but not directed) to execute, deliver, provide, implement, and fully perform any and all obligations, instruments, and papers provided for or contemplated in the ALC Leases, substantially consistent with the terms and conditions set forth in the ALC Letter of Intent, and to take any and all actions to implement the ALC Letter of Intent and ALC Leases. 4. The Debtors’ obligations under the ALC Leases shall constitute administrative expenses of the Debtors’ estates pursuant to sections 503(b)(1) and 507(a)(2) of the Bankruptcy Code. 2

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5. 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 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, ALC, and all other persons asserting interests in the relevant aircraft. 6. 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. 7. 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, the ALC Letter of Intent, and the ALC Leases. Dated: ________________, 2021 New York, New York THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 3

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Exhibit 1 ALC Letter of Intent

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Exhibit 1 ALC Letter of Intent

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AEROVÍAS DE MÉXICO, S.A. DE C.V. AIRCRAFT LEASE AGREEMENT LETTER OF INTENT September 7, 2021 Transaction Lessor and Lessee will enter into new aircraft lease agreements (each, a “Lease” and Overview together, the “Leases”) for the aircraft described in Appendix 1 hereto (each, an “Aircraft” and together, the “Aircraft”). Upon signing of this LOI, the parties will negotiate in good faith to finalize and execute definitive documentation (the “Documentation”) that reflects the terms and conditions specified in this LOI and sets forth other specific terms of Lessee’s agreement to lease such Aircraft from Lessor and Lessor’s agreement to lease such Aircraft to Lessee. Documentation will be prepared by Lessee’s counsel and will be based on the latest lease template agreed between the parties for the B737-[REDACTED]MAX aircraft scheduled for delivery in September 2022 (the “Precedent Lease”) as a starting point subject to any Aircraft-specific terms set forth herein. Lessor As set out on Appendix 1 hereto. Lessor shall be a tax resident of either the United States or Ireland, at its option. Servicer Air Lease Corporation Lessee Aerovías de México, S.A. de C.V., as lessee under each Lease (the “Lessee”). Aircraft Details of the Aircraft are described in Appendix 1 hereto. Basic Rent Basic Rent for the Aircraft shall be the Fixed Rent, as described in Appendix 1 hereto. Lease Term The last day of the Lease Term shall be the “Expiry Date” as set out on Appendix 1 hereto, provided that Lessee may, in its sole discretion and with no less than [REDACTED] days’ prior written notice, extend the Expiry Date by [REDACTED] months for operational reasons (the “Operational Extension”). Such Operational Extension shall include the same terms and economics included herein. Extension Lessee shall also have the option, upon no less than [REDACTED] days’ prior written Options notice, to extend the Lease Term for up to [REDACTED] successive extension terms (each, an “Extension Term”), with each Extension Term having a term of [REDACTED] by Lessee. The rent during each Extension Term shall be equal to [REDACTED] at the time of such election as determined [REDACTED] and will be mutually agreed between Lessor and Lessee upon receipt of Lessee’s notice of intent to exercise each extension option. If the Lessor and Lessee are unable to agree to the rent amount for any Extension Term within 30 days of Lessee’s notice, [REDACTED]. Security [REDACTED] per Aircraft due upon Lease execution. Deposit [REDACTED] As per the Precedent Lease.

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Inspection Lessor will have the right to inspect each Aircraft and related records annually at its Rights own cost and expense, subject to no unreasonable interference with Lessee’s operations and to certain other conditions to be agreed in the Lease. Any such inspection shall be [REDACTED] inspection which may include going on board the Aircraft, [REDACTED]. Maintenance Lessee shall pay to Lessor a Maintenance Redelivery Payment for each Aircraft Redelivery [REDACTED], measured by comparing the maintenance condition of each of the Payments Airframe, Engines, Engine LLPs, Landing Gear and APU comprising such Aircraft as of the Expiry Date (the “Expiry Date Condition”) to the maintenance condition of such component [REDACTED] (the “[REDACTED] Condition”). The Maintenance Redelivery Payment amount attributable to each component (other than Engine LLPs) will be calculated on the basis of (a) [REDACTED] and (b) using [REDACTED], [REDACTED] from Lessee and [REDACTED] from Lessor for Airframe Structural Checks, Engine Performance Restoration, Landing Gear overhauls, and APU overhaul shop visit (each, a “Heavy Maintenance Event”) as of [REDACTED]. The Maintenance Redelivery Payment amount for Engine LLPs will be calculated on the basis of the then-current list price of each LLP divided by the then-current chapter 5 life limit of such LLP; provided, however, that if Lessee is able to transfer the warranted ultimate life limit of such LLP to Lessor, then such ultimate life limit shall be used instead. Such Maintenance Redelivery Payment amounts for all components comprising an Aircraft will be aggregated as follows: (i) if the Expiry Date Condition of a particular component is [REDACTED]; (ii) if the Expiry Date Condition of a particular component is [REDACTED];and (iii) if the result of [REDACTED]. Maintenance Lessee will not pay Maintenance Reserves. Reserves

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Redelivery B737-MAX aircraft: As per the Precedent Lease. Procedure and B787-[REDACTED] aircraft: As per the amended and restated lease [REDACTED] Return agreed between the parties for the [REDACTED] aircraft bearing manufacturer’s Conditions serial number [REDACTED]. Holdover Rent In the event that Lessee does not return the Aircraft to Lessor on the Expiry Date and in the condition required, Lessee shall continue to pay [REDACTED] for the [REDACTED] days of delay, and [REDACTED] thereafter, pro-rated accordingly on a monthly basis until the date the Aircraft is actually tendered to the Lessor in the required condition (the “Holdover Period”). The Aircraft shall not be used in commercial passenger operations during any Holdover Period. Aircraft Aircraft records (the “Aircraft Documents”) will be maintained in accordance with Documents the rules and regulations of the Aviation Authority and will comply with the requirements of the FAA for Part 129 operators. Substitution of Lessee may, [REDACTED], substitute an engine of the same make and same or Engines improved model (a “Substitute Engine”) for any Engine by transferring title to the Substitute Engine to Lessor, and the Lessor will transfer title to the replaced Engine to Lessee or to another entity, provided that the location, logistics and timing of transfer are reasonably acceptable to Lessor and Lessee, who shall cooperate to minimize transaction costs. Such Substitute Engine will have [REDACTED] equal to that of the replaced Engine (but in any event, [REDACTED]) and shall be deemed an “Engine” as defined in the Lease for all purposes under the Lease. Replacement of Lessee shall be entitled to remove and replace any component, furnishing or Parts equipment (including any APU and landing gear, but excluding a complete Engine) furnished with the Aircraft (“Parts”) on terms and conditions to be set out in the Lease. Registration As per the Precedent Lease. Insurance As per the Precedent Lease subject to, in respect of the B787-[REDACTED] aircraft, any revisions to conform to the amended and restated lease [REDACTED] agreed between the parties for the [REDACTED] aircraft bearing manufacturer’s serial number [REDACTED]. Specifications B737-[REDACTED]MAX aircraft: [REDACTED] B737-[REDACTED]MAX aircraft: [REDACTED] B787-[REDACTED] aircraft: [REDACTED] Subleasing Subject to the prior written consent of Lessor (not to be unreasonably withheld or delayed), Lessee may sublease the Aircraft on terms and conditions to be set out in the Lease; provided that no Lessor consent shall be required if the sublease is to a member of Grupo Aeromexico (as defined below) or to Delta Air Lines, Inc. “Grupo Aeromexico” means Grupo Aeroméxico S.A.B. de C.V. and any entity of which Grupo Aeroméxico S.A.B. de C.V. owns directly or indirectly more than 50% of the voting share capital. Transfers Lessor may transfer or assign its rights in the Documentation and/or the Aircraft after the Aircraft is delivered under the Lease, provided that: (i) Lessor shall promptly

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notify Lessee in writing of any proposed transfer and all relevant details with respect thereto; (ii) Lessor shall pay Lessee’s reasonable and documented out of pocket expenses in conjunction with any Lessor transfer; (iii) the transferee is experienced in the business of aircraft leasing or serviced by such person; (iv) the transferee/assignee provides Lessee with a quiet enjoyment undertaking letter in form and substance acceptable to the Lessee, with such a form to be agreed in the Documentation; (v) the transferee/assignee has, or its obligations under the Lease will be guaranteed by an entity which has, a tangible net worth of at least (x) [REDACTED] in respect of [REDACTED] or (y) [REDACTED] in respect of [REDACTED], with a certificate of such tangible net worth being a condition precedent to entering into the transfer; (vi) neither the transferee/assignee nor any of its affiliates is an airline or a direct competitor of Lessee; (vii) such Lessor transfer shall not increase any of Lessee’s risk, obligations, responsibilities, liabilities, costs (including without limitation with respect to taxes) or decrease the Lessee’s rights under the Lease as determined as of the date of such transfer or assignment and based on current law in effect at the time of such transfer or assignment, except that adding persons as Indemnitees under the Lease or additional insureds will not be considered to increase any such risk, obligations, responsibilities, liabilities or costs or decrease any such rights; and (viii) the transferee/assignee assumes any and all payment and other obligations of Lessor. [REDACTED] Governing Law This LOI will be governed by the laws of the State of New York. Costs and Lessee and Lessor will bear their own costs and expenses incurred in the negotiation Expenses and completion of the Documentation. The cost of registering the Aircraft will be borne by Lessee. Lessee will also issue, at no cost to Lessor, a customary in-house legal opinion as to Mexican law matters. If Lessor requires an external Mexican legal opinion, Lessor will bear all costs related thereto. Confidentiality This LOI is strictly confidential and must not be revealed by Lessor or Lessee to any person other than those employees, directors, officers, or professional advisers (collectively, “Related Persons”) of the parties hereto (as applicable) who are responsible for analyzing, negotiating and approving the transaction and who are made aware of the confidential nature of this LOI. Notwithstanding the foregoing, the Lessee may disclose the terms of this LOI (i) as may be required to obtain the bankruptcy court’s approval of this LOI or the Documentation; or (ii) to the U.S. Trustee, the Unsecured Creditors Committee, the Ad Hoc Bondholders Group or the entities providing the debtor-in-possession financing to the Debtors and any of their respective Related Persons. Termination In the event that Lessee does not receive any bankruptcy-related approvals required for it to enter into the Leases (including, as applicable, approvals from the Bankruptcy Court and the Unsecured Creditors Committee), then either party may terminate this LOI by written notice to the other, following which neither party will have any further obligations or liabilities hereunder.

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Signature Page AEROVĺAS DE MÉXICO, S.A. DE C.V. By: ____________________________ Printed Name: ____________________ Title: ___________________________ By: ____________________________ Printed Name: ____________________ Title: ___________________________ Signature Page AMX – ALC Summary of Terms (4 x B737-MAX aircraft and 2 x B787-[REDACTED] aircraft)

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AIR LEASE CORPORATION, as Servicer and Lessor By: ____________________________ Printed Name: ____________________ Title: ___________________________ Signature Page AMX – ALC Summary of Terms (4 x B737-MAX aircraft and 2 x B787-[REDACTED] aircraft)

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APPENDIX 1 CERTAIN TERMS MSN [TBC] [737-[REDACTED] #1] Lessor: [TBC] Aircraft: One (1) Boeing model 737-[REDACTED] airframe bearing manufacturer’s serial number [TBC], together with two (2) CFM International, Inc. model CFM LEAP-[REDACTED] engines Fixed Rent: $[REDACTED] per month [REDACTED]: See Appendix 2 Scheduled [REDACTED] Delivery Date: Expiry Date: [REDACTED] years from delivery date MSN [TBC] [737-[REDACTED] #1] Lessor: [TBC] Aircraft: One (1) Boeing model 737-[REDACTED] airframe bearing manufacturer’s serial number [TBC], together with two (2) CFM International, Inc. model CFM LEAP-[REDACTED] engines Fixed Rent: $[REDACTED] per month [REDACTED]: See Appendix 2 Scheduled [REDACTED] Delivery Date: Expiry Date: [REDACTED] years from delivery date MSN [TBC] [737-[REDACTED] #2] Lessor: [TBC]

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Aircraft: One (1) Boeing model 737-[REDACTED] airframe bearing manufacturer’s serial number [TBC], together with two (2) CFM International, Inc. model CFM LEAP-[REDACTED] engines Fixed Rent: $[REDACTED] per month [REDACTED]: See Appendix 2 Scheduled [REDACTED] Delivery Date: Expiry Date: [REDACTED] years from delivery date MSN [TBC] [737-[REDACTED] #3] Lessor: [TBC] Aircraft: One (1) Boeing model 737-[REDACTED] airframe bearing manufacturer’s serial number [TBC], together with two (2) CFM International, Inc. model CFM LEAP-[REDACTED] engines Fixed Rent: $[REDACTED] per month [REDACTED]: See Appendix 2 Scheduled [REDACTED] Delivery Date: Expiry Date: [REDACTED] years from delivery date MSN [REDACTED] Lessor: [TBC] Aircraft: One (1) Boeing model 787-[REDACTED] airframe bearing manufacturer’s serial number [REDACTED], together with two (2) General Electric model GEnx-[REDACTED] engines, [REDACTED]. Fixed Rent: $[REDACTED] per month

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[REDACTED]: N/A Scheduled [REDACTED] Delivery Date: Expiry Date: [REDACTED] years from delivery date MSN [REDACTED] Lessor: [TBC] Aircraft: One (1) Boeing model 787-[REDACTED] airframe bearing manufacturer’s serial number [REDACTED], together with two (2) General Electric model GEnx-[REDACTED] engines, [REDACTED]. Fixed Rent: $[REDACTED] per month [REDACTED]: N/A Scheduled [REDACTED] Delivery Date: Expiry Date: [REDACTED] years from delivery date

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APPENDIX 2 [REDACTED] Beginning on [REDACTED], Lessor will [REDACTED]. For the avoidance of doubt, this [REDACTED] as follows: [REDACTED]

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Exhibit B Material Terms: Letter of Intent dated September 7, 2021

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Table 1 on page 35. Back to List of Tables
Material Terms:
Letter of Intent dated September 7, 2021
None
Leased
Aircraft
Four Boeing 737MAX aircraft
Two Boeing 787 aircraft
MSNs [737MAX #1], [737MAX #2], [737MAX #3], [737MAX #4],
[787 #1], [787 #2]
Term [737MAX #1]: REDACTED
[737MAX #2]: REDACTED
[737MAX #3]: REDACTED
[737MAX #4]: REDACTED
[787 #1]: REDACTED
[787 #2]: REDACTED
Monthly Rent
per Aircraft
[REDACTED] for [737MAX #1]

[REDACTED] for [737MAX #2]

[REDACTED] for [737MAX #3]

[REDACTED] for [737MAX #4]

[REDACTED] for [787 #1]

[REDACTED] for [787 #2]
2

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