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Full title: Motion to Authorize / Debtors Motion for Entry of an Order (I) Authorizing Debtor Aerovias de Mexico, S.A. de C.V. to Enter into an Amended and Restated Aircraft Lease Agreement and (II) Approving the Claims Settlement with Wilmington Trust SP Services (Dublin) Limited filed by Timothy E. Graulich on behalf of Grupo Aeromexico, S.A.B. de C.V. with hearing to be held on 10/21/2021 at 09:00 AM at Courtroom 623 (SCC) Responses due by 10/18/2021,. (Attachments: # (1) Exhibit A - Proposed Order # (2) Exhibit 1 - Amended Aircraft Lease) (Graulich, Timothy)

Document posted on Oct 6, 2021 in the bankruptcy, 18 pages and 0 tables.

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2 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 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 LIMITED 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 (i) authorizing, but not directing, Debtor Aerovías de México, S.A. de C.V. (the “Debtor Lessee”) to enter into an amended and restated aircraft lease agreement and 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. 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, 9013, and 9019, the Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order” and, if entered, the “Order”), (a) authorizing (but not directing) the Debtor Lessee to enter into the Amended Aircraft Lease on terms substantially consistent with those set forth in the form of Amended Aircraft Lease attached to the Proposed Order as Exhibit 1, and (b) approving the Claims Settlement, each as further detailed herein and in the Proposed Order.On March 16, 2021, the Court entered that certain Order Authorizing Debtors To Enter into Aircraft Lease with BBAM Aviation Services Limited (the “Interim Lease Order”)The Debtors believe that the leasing of the Aircraft, as contemplated by the Amended Aircraft Lease, 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.

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Hearing Date and Time: October 21, 2021 at 9:00 a.m. (Prevailing Eastern Time) Objection Date and Time: October 18, 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 (I) AUTHORIZING DEBTOR AEROVÍAS DE MÉXICO, S.A. DE C.V. TO ENTER INTO AN AMENDED AND RESTATED AIRCRAFT LEASE AGREEMENT AND (II) APPROVING THE CLAIMS SETTLEMENT WITH WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED PLEASE TAKE NOTICE that, on October 7, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Motion for Entry of an Order (I) Authorizing Debtor Aerovías de México, S.A. de C.V. To Enter into an Amended and Restated Aircraft Lease Agreement and (II) Approving the Claims Settlement with Wilmington Trust SP 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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Services (Dublin) Limited (the “Motion”). A hearing on the Motion is scheduled to be held on October 21, 2021 at 9:00 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. 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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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 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 October 18, 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: October 7, 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 (I) AUTHORIZING DEBTOR AEROVÍAS DE MÉXICO, S.A. DE C.V. TO ENTER INTO AN AMENDED AND RESTATED AIRCRAFT LEASE AGREEMENT AND (II) APPROVING THE CLAIMS SETTLEMENT WITH WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED 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 (i) authorizing, but not directing, Debtor Aerovías de México, S.A. de C.V. (the “Debtor Lessee”) to enter into an amended and restated aircraft lease agreement and 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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related transaction documents (collectively, the “Amended Aircraft Lease”) for one Boeing 737-800 aircraft on terms substantially consistent with those set forth in the form of Amended Aircraft Lease attached to the Proposed Order (as defined herein) as Exhibit 1, and (ii) approving the Claims Settlement (as defined herein). A summary of the Amended Aircraft Lease’s material terms is attached hereto as Exhibit B. This Motion is supported by the Declaration of Matthew Landess in Support of (A) Debtors’ Motion for Entry of an Order (I) Authorizing Debtor Aerovías de México, S.A. de C.V. To Enter into an Amended and Restated Aircraft Lease Agreement and (II) Approving the Claims Settlement with Wilmington Trust SP Services (Dublin) Limited and (B) 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. 2

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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, 9013, and 9019, the Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order” and, if entered, the “Order”), (a) authorizing (but not directing) the Debtor Lessee to enter into the Amended Aircraft Lease on terms substantially consistent with those set forth in the form of Amended Aircraft Lease attached to the Proposed Order as Exhibit 1, and (b) approving the Claims Settlement, each 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 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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“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. 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. As the Court is aware, 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 equipment. Over the last several months, the Debtors have continued negotiating with existing lessors and potential lessors of additional aircraft 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. 9. As a result of arm’s length and good faith negotiations, the Debtors have reached agreement with lessors to either (a) enter into new aircraft leases for aircraft or (b) assume current aircraft leases on an amended basis. By agreeing to such transactions and receiving Court approvals [ECF Nos. 396, 399–429, 475, 491, 502, 984, 1100, 1141, 1154, 1156–57, 1161, 1544, 1572–73, 1659, 1693, 1759], the Debtors achieve certainty in maintaining and adding aircraft in and to their fleet on terms that fit the Debtors’ short- and long-term needs and that the Debtors believe are advantageous. These aircraft provide the Debtors with attractive economics and 4

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ownership costs compared to the Debtors’ average prepetition lease costs for similar equipment and create operational flexibility for the Debtors, as they allow the Debtors to potentially reject other costly aircraft or equipment that are not as attractive for the long term fleet. C. The Amended Aircraft Lease and the Claims Settlement 10. On July 23, 2020, the Court entered that certain Order Authorizing First Omnibus Motion of the Debtors for Entry of an Order (I) Authorizing Debtors to Reject Certain Aircraft Leases, Nunc Pro Tunc and (II) Approving Lease Rejection-Return Procedures (the “Rejection Order”) [ECF No. 177] authorizing the Debtors to reject several aircraft leases, including the then-existing lease relating to a Boeing 737-800 aircraft bearing manufacturer’s serial number 34954 (together with the related engines, parts, equipment, and appurtenances, the “Aircraft”). 11. On March 16, 2021, the Court entered that certain Order Authorizing Debtors To Enter into Aircraft Lease with BBAM Aviation Services Limited (the “Interim Lease Order”) [ECF No. 984] authorizing the Debtors to enter into the Interim Lease (as defined in the Interim Lease Order) relating to the Aircraft. In entering into the Interim Lease, the parties contemplated negotiating an amended and restated lease agreement for the long-term use and operation of the Aircraft. 12. As a result of arm’s length and good faith negotiations, the Debtor Lessee has reached an agreement with Wilmington Trust SP Services (Dublin) Limited, in its capacity as trustee of the Aircraft MSN 34954 (Ireland) Trust (the “Lessor”), to (a) enter into the Amended Aircraft Lease for the Aircraft and (b) resolve any and all prepetition claims against the Debtors in the Chapter 11 Cases relating to the Aircraft belonging to the Lessor (and its affiliates) and 5

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certain other parties (collectively, the “Claimants”3), each as described herein and in the Landess Declaration. 13. The Amended Aircraft Lease sets forth the commercial terms between the Lessor and the Debtor Lessee. By agreeing to such terms, the Debtors have achieved certainty in maintaining the Aircraft in their fleet on terms that fit the Debtors’ short- and long-term needs. The Aircraft will come at attractive economics and ownership costs. 14. A summary of the principal terms and conditions of the Amended Aircraft Lease is attached hereto as Exhibit B. 15. In conjunction with this transaction, the Debtors seek to resolve any and all prepetition claims against the Debtors relating to the Aircraft—including, among others, claims stemming from the initial rejection of the lease related to the Aircraft pursuant to the Rejection Order—belonging to the Claimants in the Chapter 11 Cases. To this end, the parties have agreed that the Lessor, on behalf of itself and all other Claimants, will have an allowed non-priority general unsecured prepetition claim in the amount of $3,600,000 against the estate of the Debtor Lessee on account of all prepetition claims in respect of the Aircraft against the Debtors in the Chapter 11 Cases belonging to the Claimants (the “Claims Settlement” and, together with the Amended Aircraft Lease, the “BBAM Transactions”). The amount of the Claims Settlement shall constitute the only prepetition general unsecured claim of the Claimants in respect of the Aircraft allowed in the Chapter 11 Cases. 16. In determining to enter into the BBAM Transactions, the Debtors consulted with the respective advisors to Apollo Management Holdings, L.P. (on behalf of one or more affiliates 3 For the avoidance of doubt, “Claimants” includes, without limitation, those that had filed, and/or those that currently hold, claims numbered 614–619 and 624. 6

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and/or funds or separate accounts managed by it and its affiliates (such lenders collectively, the “DIP Lenders”)), the Committee, and the Ad Hoc Group of Senior Noteholders,4 none of which expressed opposition to the relief requested herein. Basis for Relief A. The Court Should Authorize Entry into the Amended Aircraft Lease Under Sections 363(b) and 105(a) of the Bankruptcy Code 17. The Debtors believe that the leasing of the Aircraft, as contemplated by the Amended Aircraft Lease, 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 Amended Aircraft Lease 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). Moreover, the Debtors believe that the Interim Lease Order contemplated and authorized the Debtors to amend and restate the Interim Lease to, among other things, extend the term of use and operation of the Aircraft. 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 Amended Aircraft Lease. 18. 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 4 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

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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”). 19. 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 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. 8

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20. 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). 21. 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 Interim Lease and the Aircraft to available alternatives and ultimately negotiated (at arm’s length, in good faith, and in consultation with their key stakeholders) economically favorable terms for the Amended Aircraft Lease, as memorialized in the form of the Amended Aircraft Lease attached to the Proposed Order as Exhibit 1, that are in line with the Debtors’ long-term operating fleet plan. The Amended Aircraft Lease also will create operational flexibility for the Debtors, as it will allow the Debtors to retain and operate an existing aircraft in their fleet and would position the Debtors to potentially reject other 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 Amended Aircraft Lease represent the best available transaction under the circumstances (i.e., the Chapter 11 Cases), but also would be a commercially beneficial transaction irrespective of such circumstances. 9

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22. 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 Amended Aircraft Lease, substantially consistent with the form of the Amended Aircraft Lease attached to the Proposed Order as Exhibit 1, (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 Amended Aircraft Lease. B. The Court Should Approve the Claims Settlement Under Bankruptcy Rule 9019 23. By this Motion, the Debtors also seek approval of the Claims Settlement between the Claimants and the Debtors for the allowance of certain claims, including, among others, those stemming from the initial rejection of the lease related to the Aircraft pursuant to the Rejection Order, while expunging all other claims against the Debtors in the Chapter 11 Cases relating to the Aircraft. 24. A court should exercise its discretion to approve settlements “in light of the general public policy favoring settlements.” In re Hibbard Brown & Co., 217 B.R. 41, 46 (Bankr. S.D.N.Y. 1998). Indeed, courts in this district have made clear that “[a]s a general matter, ‘settlements and compromises are favored in bankruptcy as they minimize costly litigation and further parties’ interests in expediting the administration of the bankruptcy estate.’” In re Republic Airways Holdings, Inc., No. 16-10429 (SHL), 2016 WL 2616717, at *3 (Bankr. S.D.N.Y. May 4, 2016) (citing In re Dewey & LeBouef LLP, 478 B.R. 626, 640 (Bankr. S.D.N.Y. 2012)); see also Motorola, Inc. v. Official Comm. of Unsecured Creditors (In re Iridium Operating LLC), 478 F.3d 452, 455 (2d Cir. 2007). 10

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25. Under Bankruptcy Rule 9019 and governing case law, a court should approve a compromise or settlement where it makes an independent determination that the compromise or settlement is fair and equitable, reasonable, and in the best interests of the debtor’s estate. See, e.g., In re Republic Airways, 2016 WL 2616717 at *3; Air Line Pilots Ass’n, Int’l v. Am. Nat’l Bank & Trust Co. of Chi. (In re Ionosphere Clubs), 156 B.R. 414, 426 (S.D.N.Y. 1993); Nellis v. Shugrue, 165 B.R. 115, 122–23 (S.D.N.Y. 1994). In so doing, a court may consider the opinions of the trustee or debtor in possession that the settlement is fair and equitable. See Nellis, 165 B.R. at 122; In re Purofied Down Prods. Corp., 150 B.R. 519, 522 (S.D.N.Y. 1993). 26. Furthermore, when assessing whether or not to approve a settlement, “the court need not conduct a ‘mini-trial’ to determine the merits of the underlying litigation” nor decide the issues of law or fact raised by the settlement. See In re Purofied Down Prods., 150 B.R. at 522. Instead, a court should “canvass the issues and see whether the settlement fall[s] below the lowest point in the range of reasonableness.” Cosoff v. Rodman (In re W.T. Grant Co.), 699 F.2d 599, 608 (2d Cir. 1983) (alteration in original) (citations omitted). In this regard, courts have found that “[t]he ‘reasonableness’ of [a] settlement depends upon all factors, including probability of success, the length and cost of the litigation, and the extent to which the settlement is truly the product of ‘arms-length’ bargaining, and not fraud or collusion.” In re Ionosphere Clubs, Inc., 156 B.R. at 428. 27. The Debtors respectfully submit that the Claims Settlement satisfies the range of reasonableness test described above. Rather than engage in costly and value-destructive litigation over the Debtor Lessee’s obligations to the Claimants, the amounts of the Claimants’ claims, and any amounts mitigating the quantum of those claims, the parties negotiated a consensual resolution 11

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settling on $3,600,000 as the agreed aggregate amount for the Claims Settlement.5 Any efforts by the Debtors, through litigation or otherwise, to resolve such disputes would be time-consuming and expensive, and would delay any distribution to the creditor beneficiaries of the Debtors’ estates. A failure to resolve the matters at issue at this time could negatively impact the Debtors and their estates. The Claims Settlement is the product of arm’s length and good faith bargaining among the separate and independent advisors of the Debtors and the Lessor that will (a) eliminate the need for a costly claims dispute and (b) unlock distributable value for the Debtors’ unsecured creditors by liquidating the Claimants’ prepetition claims against the Debtors. Lastly, a number of the Debtors’ key stakeholders, including the respective advisors to the Committee and the Ad Hoc Group of Senior Noteholders have no objection to the relief requested herein. Accordingly, the Debtors respectfully submit that the proposed Claims Settlement is fair and equitable, would be in the best interests of the Debtors’ estates, creditors, and other stakeholders, and should be approved. Notice 28. 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 the DIP Lenders; (e) counsel to the Ad Hoc Group of Senior Noteholders; and (f) any 5 Pursuant to the Claims Settlement, claims in the aggregate amount of at least $7,139,705.55 will be withdrawn. Furthermore, certain of the Withdrawn Claims (as defined in the Proposed Order) also assert secured and unliquidated amounts. 12

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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 29. 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] 13

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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: October 7, 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 14

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