HTML Document View

Full title: Motion to Extend Exclusivity Period for Filing a Chapter 11 Plan and Disclosure Statement / Debtors Fifth Motion for Entry of an Order Extending the Exclusive Filing Period Within Which to File a Chapter 11 Plan 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,. (Graulich, Timothy)

Document posted on Oct 6, 2021 in the bankruptcy, 21 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

By this Motion, and pursuant to section 1121(d) of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), the Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order” and, if entered, the “Order”), extending the Debtors’ exclusive period (the “Exclusive Filing Period”) to file a chapter 11 plan of reorganization (the “Chapter 11 Plan”) through and including December 9, 2021. On October 1, 2021, the Debtors filed the Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [ECF No. 1806]Because (1) no trustee has been appointed in these Chapter 11 Cases and (2) the Debtors filed their Chapter 11 Plan on October 1, 2021, prior to the expiration of the Exclusive Filing Period, currently, the earliest date that parties in interest are permitted to file a chapter 11 plan in the Chapter 11 Cases pursuant to Section 1121(c) is upon expiration of the Exclusive Solicitation Period on December 9, 2021.As the Debtors continue to press toward confirmation and emergence from chapter 11, any ambiguity regarding the ability of parties in interest to propose competing plans during this time period will be little more than a value-destructive distraction.A CHAPTER 11 PLAN Upon the motion (the “Motion”)2 of Grupo Aeroméxico, S.A.B. de C.V. and its affiliates that are debtors and debtors in possession in these proceedings (collectively, the “Debtors”), for entry of an order (this “Order”), pursuant to section 1121(d) of the Bankruptcy Code, extending the Exclusive Filing Period, as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and

List of Tables

Document Contents

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 James I. McClammy Stephen D. Piraino Erik Jerrard (admitted pro hac vice) 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 DEBTOR’S FIFTH MOTION FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE FILING PERIOD WITHIN WHICH TO FILE A CHAPTER 11 PLAN PLEASE TAKE NOTICE that on October 7 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Debtors’ Fifth Motion for Entry of an Order Extending the Exclusive Filing Period Within Which to File a Chapter 11 Plan (this “Motion”). A hearing on the Motion will be held on October 21, 2021, at 9:00 a.m. (prevailing Eastern Time) (the “Hearing”) before the Honorable Judge Shelley C. Chapman, 1 The Debtors in these cases, along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de México, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500.

1

United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), or at such other time as the Bankruptcy 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 Bankruptcy 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 thereafter from time to time without further notice other than an announcement of the adjourned date or dates at the Hearing or a later hearing. The Debtors will file an agenda before the Hearing, which may modify or supplement the motions 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 Bankruptcy Rules for the Southern District of New York, shall be filed with the Bankruptcy Court (a) by attorneys practicing in the Bankruptcy Court, including attorneys admitted pro hac vice, electronically in accordance with General Order M-399 (which can be found at 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

www.nysb.uscourts.gov), and (b) by all other parties in interest, in accordance with the customary practices of the Bankruptcy 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 any 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 Objections are timely filed and served with respect to the Motion, the Debtors may, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Motion, which order may be entered without further notice or opportunity to be heard. 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 James I. McClammy Stephen D. Piraino Erik Jerrard (admitted pro hac vice) Counsel to the Debtors and Debtors in Possession

3

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 James I. McClammy Stephen D. Piraino Erik Jerrard (admitted pro hac vice) 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) DEBTORS’ FIFTH MOTION FOR ENTRY OF AN ORDER EXTENDING THE EXCLUSIVE FILING PERIOD WITHIN WHICH TO FILE A CHAPTER 11 PLAN Grupo Aeroméxico S.A.B. de C.V. and its affiliates that are debtors and debtors in possession in these proceedings (collectively, the “Debtors”) hereby file this Debtors’ Fifth Motion for Entry of an Order Extending the Exclusive Filing Period Within Which to File a Chapter 11 Plan (this “Motion”). In support of this Motion, the Debtors respectfully state as follows: 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.

4

Relief Requested 1. By this Motion, and pursuant to section 1121(d) of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), the Debtors seek entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order” and, if entered, the “Order”), extending the Debtors’ exclusive period (the “Exclusive Filing Period”) to file a chapter 11 plan of reorganization (the “Chapter 11 Plan”) through and including December 9, 2021. By order dated September 20, 2021, the current Exclusive Filing Period was extended to October 8, 2021 [ECF No. 1753]. By operation of Local Rule 9006-2, and pursuant to the Case Management Order, exclusivity is automatically extended to the hearing date, currently scheduled for Thursday, October 21, 2021. This requested extension would be without prejudice to the rights of the Debtors to seek further extensions of the Exclusive Filing Period and Exclusive Solicitation Period (as defined below). Jurisdiction and Venue 2. The United States Bankruptcy Court for the Southern District of New York (the “Court”) has jurisdiction to consider this matter 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), and, pursuant to Rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Debtors consent to 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 consistent with Article III of the United States Constitution. 3. Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409.

5

Background 4. On June 30, 2020 (the “Petition Date”), the Debtors each commenced in this Court a voluntary case (the “Chapter 11 Cases”) under chapter 11 of the Bankruptcy Code. The Debtors are authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 5. The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b). 6. On July 13, 2020, the United States Trustee formed an Official Committee of Unsecured Creditors (the “Creditors’ Committee”) in the Chapter 11 Cases. No trustee or examiner has been appointed in the Chapter 11 Cases. 7. Detailed information regarding the Debtors’ business, capital structure, and the circumstances leading to the commencement of the Chapter 11 Cases, is set forth in the Declaration of Ricardo Javier Sánchez Baker in Support of the Debtors’ Chapter 11 Petitions and First Day Pleadings [ECF No. 20], filed with the Court on the Petition Date. 8. On October 26, 2020, the Court entered the Order Extending the Exclusive Periods Within Which to File a Chapter 11 Plan and Solicit Acceptances Thereof [ECF No. 577] (the “First Extension Order”) extending the Exclusive Filing Period and extending the period within which the Debtors have the exclusive right to solicit votes on a chapter 11 plan (the “Exclusive Solicitation Period”) through and including Thursday, February 25, 2021 and Monday, April 26, 2021, respectively. On February 17, 2021, the Court entered the Order Extending the Exclusive Periods Within Which to File a Chapter 11 Plan and Solicit Acceptances Thereof [ECF No. 905] (the “Second Extension Order”) extending the Exclusive Filing Period and the Exclusive Solicitation Period through and including Friday, June 25, 2021 and Wednesday, August 24, 2021, respectively. On June 23, 2021, the Court entered the Order

6

Extending the Exclusive Periods Within Which to File a Chapter 11 Plan and Solicit Acceptances Thereof [ECF No. 1338] (the “Third Extension Order”) extending the Exclusive Filing Period and Exclusive Solicitation Period through and including Wednesday, September 8, 2021 and Monday, November 8, 2021, respectively. On September 20, 2021, the Court entered the Order Extending the Exclusive Periods Within Which to File a Chapter 11 Plan and Solicit Acceptances Thereof [ECF No. 1753] (the “Fourth Extension Order”) extending the Exclusive Filing Period and Exclusive Solicitation Period through and including October 8, 2021 and December 9, 2021, respectively. Preliminary Statement 9. On October 1, 2021, the Debtors filed the Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [ECF No. 1806] (the “Chapter 11 Plan”). 10. Section 1121(c) of the Bankruptcy Code provides the period of time in which the debtor, and only the debtor, may file a chapter 11 plan. Section 1121(c) of the Bankruptcy Code permits a non-Debtor party in interest to file a chapter 11 plan only if (1) a chapter 11 trustee has been appointed; (2) the debtor has not filed a plan within the Exclusive Filing Period; or (3) the debtor has not filed a plan that has been accepted within the Exclusive Solicitation Period. See 11 U.S.C. § 1121(c). Because (1) no trustee has been appointed in these Chapter 11 Cases and (2) the Debtors filed their Chapter 11 Plan on October 1, 2021, prior to the expiration of the Exclusive Filing Period, currently, the earliest date that parties in interest are permitted to file a chapter 11 plan in the Chapter 11 Cases pursuant to Section 1121(c) is upon expiration of the Exclusive Solicitation Period on December 9, 2021. 11. Nevertheless, out of an abundance of caution, consistent with customary practice in this District, and to avoid the potential for any unnecessary litigation or distracting filings, the Debtors seek to extend the Exclusive Filing Period (and only the Exclusive Filing Period) to

7

December 9, 2021. Notably, as set forth above, such an extension does not prejudice parties in interest in any way, as such parties are already precluded from filing a competing chapter 11 plan prior to December 9, 2021 pursuant to Section 1121(c)(3) of the Bankruptcy Code, and merely provides clarity and process efficiencies for these Chapter 11 Cases. The Debtors Have Made Substantial Progress in the Chapter 11 Cases 12. While it has been a short time since the Court’s entry of the Fourth Extension Order, the Debtors have continued to make substantial progress towards a successful reorganization. Most notably, on October 1, 2021, the Debtors filed their Chapter 11 Plan and related documents, including their Disclosure Statement for the Joint Chapter 11 Plan of Reorganization of Grupo Aeroméxico, S.A.B. de C.V. and Its Affiliated Debtors [ECF No. 1807] (the “Disclosure Statement”). The Debtors are working fervently to resolve the outstanding issues in the Plan and Disclosure Statement in advance of the hearing to approve the adequacy of the Disclosure Statement (currently scheduled for October 21, 2021, at 9:00 a.m. (prevailing Eastern Time)), while at the same time continuing to drive forward the various issues and negotiations in the case with an aim towards emerging from chapter 11 in the calendar year 2021. 13. While the Debtors have made significant and meaningful progress in the Chapter 11 Cases, there remains more to accomplish to position the Debtors for a successful emergence from chapter 11. The Debtors thus submit that an additional extension of the Exclusive Filing Period to December 9, 2021, as proposed here, is in the best interests of the Debtors, their estates, creditors, and all parties in interest, and does not prejudice parties in interest in any way. Basis for Relief Requested 14. Section 1121(b) of the Bankruptcy Code provides debtors with the exclusive right to file a chapter 11 plan during the first 120 days after the commencement of a chapter 11 case.

8

If a debtor files a plan during this period, section 1121(c)(3) of the Bankruptcy Code provides the debtor with an initial period of 180 days as of the commencement of the chapter 11 case to solicit acceptance of such plan. Section 1121(d) of the Bankruptcy Code permits a court to extend a debtor’s exclusive period to file a plan and solicit acceptances thereof upon demonstration of “cause.” See 11 U.S.C. § 1121(d) (“[O]n request of a party in interest and after notice and a hearing, the court may for cause reduce or increase the 120-day period or the 180-day period referred to in this section.”). For the reasons described in this Motion, the Debtors respectfully submit that “cause” exists to extend the Exclusive Filing Period. 15. It is well established that the decision to extend a debtor’s exclusive filing period is left to the sound discretion of the bankruptcy court and should be based upon the facts and circumstances of the particular case. See, e.g., In re Excel Mar. Carriers Ltd., No. 13-23060 (RDD), 2013 WL 5155040, at *2 (Bankr. S.D.N.Y. Sept. 13, 2013); In re Dow Corning Corp., 208 B.R. 661, 664 (Bankr. E.D. Mich. 1997); First Am. Bank of N.Y. v. Sw. Gloves & Safety Equip., Inc., 64 B.R. 963, 965 (D. Del. 1986). Although the Bankruptcy Code does not define “cause,” courts have construed the term in consideration of the Bankruptcy Code’s underlying legislative history. See, e.g., In re Burns & Roe Enters., Inc., No. 00-41610 RG, 2005 WL 6289213, at *4 (D. N.J. Nov. 2, 2005) (quoting H.R. Rep. No. 103-835, at 36 (1994), as reprinted in 1994 U.S.C.C.A.N. 3340, 3344) (noting that the exclusive periods under section 1121 of the Bankruptcy Code are intended “to promote an environment in which the debtor’s business may be rehabilitated and a consensual plan may be negotiated”); In re Gibson & Cushman Dredging Corp., 101 B.R. 405, 409 (E.D.N.Y. 1989) (examining the applicable legislative history and noting that “[t]he ‘cause’ standard referred to in section 1121 has been referred to as a general standard that allows the Bankruptcy Court ‘maximum flexibility to suit various types of

9

reorganization proceedings.’” (citations omitted)). The opportunity for a debtor to negotiate a plan unimpaired by competition is intended to allow a debtor time to negotiate with its creditors, win support for its plan, and ultimately its survival as a business. H.R. Rep. No. 95-595 at 231–32 (1978), as reprinted in 1978 U.S.C.C.A.N. 5963, 6191 (indicating that “cause” should be interpreted in such a way “to allow the debtor to reach an agreement.”); see also Geriatrics Nursing Home v. First Fidelity Bank, N.A. (In re Geriatrics Nursing Home), 187 B.R. 128, 131–32 (D. N.J. 1995) (“The exclusivity period affords the debtor the opportunity to negotiate the settlement of its debts … by proposing and soliciting support for its plan of reorganization without interference—in the form of competing plans . . .”); In re Glob. Crossing Ltd., 295 B.R. 726, 730 (Bankr. S.D.N.Y. 2003) (noting that so long as the debtors give the court “no reason to believe that they are abusing their exclusivity rights … [a] requested extension of exclusivity … should be granted”). 16. In determining whether to extend a debtor’s exclusive filing period, courts consider a variety of factors to assess the totality of circumstances affecting whether or not “cause” exists, including: (a) the size and complexity of the case; (b) the necessity for sufficient time to permit the debtor to negotiate a chapter 11 plan and prepare adequate information; (c) the existence of good faith progress toward reorganization; (d) the fact that the debtor is paying its bills as they come due; (e) whether the debtor has demonstrated reasonable prospects for filing a viable plan; (f) whether the debtor has made progress in its negotiations with creditors; (g) the amount of time that has elapsed in the case;

10

(h) whether creditors are prejudiced by the extension; (i) whether the debtor is not seeking to extend exclusivity to pressure creditors to accede to the debtor’s reorganization demands; and (j) the existence of an unresolved contingency. See In re Adelphia Communs. Corp., 336 B.R. 610, 674 (Bankr. S.D.N.Y. 2006); In re McLean Indus., Inc., 87 B.R. 830, 834 (Bankr. S.D.N.Y. 1987); In re Cent. Jersey Airport Servs., LLC, 282 B.R. 176, 183 (Bankr. D. N.J. 2002); see also In re Dow Corning Corp., 208 B.R. 661, 664 (Bankr. E.D. Mich. 1997) (identifying the above factors and noting that courts generally rely on the same factors to determine whether exclusivity should be extended); In re Friedman’s Inc., 336 B.R. 884, 888 (Bankr. D. Ga. 2005) (same); In re Borders Grp., Inc., 460 B.R. 818, 822 (Bankr. S.D.N.Y. 2011) (noting the debtors’ “substantial efforts … to stabilize their business and develop a viable exit strategy”). Any one of these factors may constitute sufficient grounds for extending a debtor’s exclusive filing period. See In re Express One Int’l, Inc., 194 B.R. 98, 100 (Bankr. E.D. Tex. 1996). 17. Not all of the above factors are relevant to every case and the court considers only the relevant factors to determine whether cause exists to grant an exclusivity extension. See In re Texaco, Inc., 76 B.R. 322, 327 (Bankr. S.D.N.Y. 1987) (holding that size and complexity of the chapter 11 case is sufficient cause to extend exclusivity); In re Express One Int’l, 194 B.R. at 100–01 (identifying four of the factors as relevant in determining whether “cause” exists to extend exclusivity); In re United Press Int’l, Inc., 60 B.R. 265, 269 (Bankr. D.D.C. 1986) (finding that the debtor showed “cause” to extend exclusivity based upon three of the factors). a. The Chapter 11 Cases Are Large and Complex, and the Debtors Require Sufficient Time to Negotiate a Chapter 11 Plan in Good Faith 18. Courts regularly consider the size and complexity of a chapter 11 case a determining factor of whether a court should grant an extension of the exclusive filing period.

11

See, e.g., In re Crescent Mfg. Co., 122 B.R. 979, 982 (Bankr. N.D. Ohio 1990) (stating that “cause” can include an “unusually large case”) (citation omitted); In re Texaco, 76 B.R. at 326 (“The large size of the debtor and the consequent difficulty in formulating a plan of reorganization for a huge debtor with a complex financial structure are important factors which generally constitute cause for extending the exclusivity periods.”); see also H.R. Rep. No. 95-595, at 231–32 (1978), as reprinted in 1978 U.S.C.C.A.N. 5963, 6191 (“[I]f an unusually large company were to seek reorganization under Chapter 11, the Court would probably need to extend the time in order to allow the debtor to reach an agreement.”). Indeed, the size and complexity of the case, by itself, can support a determination that cause exists for multiple extensions of exclusivity. See, e.g., In re Express One Int’l, 194 B.R. at 100 (noting that two previous extensions of exclusivity had been granted based on the size and complexity of the case alone). 19. The Debtors are acutely aware of the costs and risks associated with operating in chapter 11, but given the complexity, including airline operations during an unprecedented worldwide pandemic, and the importance of the issues they face, additional time is needed to negotiate with key constituencies, solicit approval of the Chapter 11 Plan, and seek a confirmation order from the Court in connection therewith. Furthermore, the Debtors’ conduct in the Chapter 11 Cases demonstrates their good-faith desire to successfully reorganize in chapter 11 and emerge as a strong, leading airline. The Debtors have been working diligently and in good faith with key constituencies in the Chapter 11 Cases to reach a value-maximizing settlement for all. Accordingly, each of the first three factors listed above weighs in favor of the Court granting the relief sought herein.

12

b. The Debtors Pay Their Bills as They Come Due 20. The Debtors continue to make timely payments on account of their undisputed postpetition obligations and, as applicable, in accordance with the terms of the relevant settlements negotiated during the pendency of the Chapter 11 Cases. As such, this factor also weighs in favor of the Court extending the Exclusive Filing Period. c. A Relatively Short Amount of Time Has Elapsed in the Chapter 11 Cases 21. Just over 15 months have elapsed in the Chapter 11 Cases, which is not long for cases of this size and complexity. See, e.g., In re Purdue Pharma L.P., No. 19-23649 (RDD) (Bankr. S.D.N.Y. Mar. 1, 2021), ECF No. 2433 (extending exclusive periods a fourth time, to eighteen months after the petition date). Moreover, Courts in the District frequently extend a debtor’s exclusive period to file a plan notwithstanding that a plan is already on file. See, e.g., In re Windstream Holdings, Inc., No. 19-22312 (RDD) (Bankr. S.D.N.Y. June 22, 2020), ECF No. 2186 (extending exclusive periods a fourth time for the statutory maximum 18 months notwithstanding the debtors having filed their chapter 11 plan); In re Westinghouse Elec. Co. LLC, No. 17-10751 (MEW) (Bankr. S.D.N.Y. Mar. 22, 2018), ECF No. 2929 (extending the plan and solicitation exclusivity periods to the statutory maximum after the debtors’ had filed a plan and the court approved the debtors’ disclosure statement, but prior to the confirmation hearing); In re Breitburn Energy Partners LP, No. 16-11390 (SMB) (Bankr. S.D.N.Y. Nov. 22, 2017), ECF No. 1847 (extending the debtors’ exclusive periods after the debtors filed a plan and disclosure statement); In re ARO Liquidation, Inc. (f/k/a Aéropostale, Inc.), No. 16-11275 (SHL) (Bankr. S.D.N.Y. Oct. 10, 2017), ECF No. 1449 (extending the debtors’ exclusive periods multiple times after the debtors filed a plan and disclosure statement). 22. Furthermore, large airline bankruptcies, even in economically stable times, are extremely complex. Especially in that context, relatively little time has elapsed, and many

13

airline cases have had exclusivity extended similar to or beyond the aggregate period proposed here. See, e.g., In re Avianca Holdings S.A., No. 20-11133 (MG) (Bankr. S.D.N.Y. Aug. 16, 2021), ECF No. 2001 (granting the debtors’ fourth extension of the exclusive periods, through statutory maximum 18 months from the petition date); In re LATAM Airlines Group S.A., No. 20-11254 (JLG) (Bankr. S.D.N.Y. Sept. 27, 2021), ECF No. 3231 (extending the debtors’ exclusive periods for a fourth time for a total of 16 months and 19 days); In re AMR Corp., No. 11-15463 (SHL) (Bankr. S.D.N.Y. Mar. 27, 2013), ECF No. 7284 (granting a sixth extension of the exclusive periods, to 18 months after the petition date); In re Frontier Airlines Holdings, Inc., No. 08-11298 (RDD) (Bankr. S.D.N.Y May 20, 2009), ECF No. 853 (granting a third extension of the exclusive periods, to 18 months after the petition date); In re Delta Airlines, Inc., No. 05-17923 (ASH) (Bankr. S.D.N.Y. Mar. 15, 2007), ECF No. 5225 (granting a fourth extension of the exclusive periods, to 625 days after the petition date); In re Northwest Airlines Corp., No. 05-17930 (ALG) (Bankr. S.D.N.Y. June 29, 2006), ECF No. 2959 (granting a third extension of the exclusive periods, to 488 days after the petition date); In re UAL Corp., No. 02-48191 (ERW) (Bankr. N.D. Ill. Dec. 16, 2005), ECF No. 14136 (granting an eleventh extension of the exclusive periods, to almost thirty-nine months after the petition date). Specifically, as of the date of this Motion, the debtors in In re LATAM Airlines Group S.A., No. 20-11254 (JLG) (Bankr. S.D.N.Y. May 26, 2020) have not yet filed a chapter 11 plan despite filing for chapter 11 protection over a month before the Debtors, which reflects the inherent complexity of the issues needing to be resolved in large Latin American airline bankruptcies. Accordingly, the extension of the Exclusive Filing Period sought herein is appropriate.

14

d. The Debtors Have Demonstrated Reasonable Prospects for Filing a Viable Chapter 11 Plan and Are Making Progress in Negotiations with Creditors 23. As set forth herein, the Debtors have made substantial progress and obtained significant benefits throughout the Chapter 11 Cases. The Debtors filed their Chapter 11 Plan and Disclosure Statement on October 1, 2021. Moreover, the Debtors are continuing to actively negotiate with various stakeholders regarding an exit financing package in order to resolve as many contingencies, and obtain as much stakeholder support, as practicable. Accordingly, this factor weighs in favor of allowing the Debtors to extend the Exclusive Filing Period. e. The Debtors Are Not Seeking to Extend Exclusivity to Pressure Creditors to Accede to the Debtors’ Demands and Creditors Are Not Prejudiced by the Extension 24. The relief sought herein is entirely without any prejudice to creditors or other parties in interest. As discussed above, the Debtors’ position is that parties are already barred by the Bankruptcy Code from filing a chapter 11 plan on or before December 9, 2021. The relief requested herein is sought out of an abundance of caution and does not prejudice creditors in any way. Accordingly, this factor also weighs in favor of granting the relief requested herein. f. The Debtors Still Must Resolve Several Important Contingencies 25. The Debtors have proposed a confirmation hearing date of November 29, 2021. See Disclosure Stmt. Mot. As the Debtors continue to press toward confirmation and emergence from chapter 11, any ambiguity regarding the ability of parties in interest to propose competing plans during this time period will be little more than a value-destructive distraction. The Debtors believe that clarifying their exclusive right to file a plan is critical to their ability to solicit votes on and confirm their Chapter 11 Plan and achieve their restructuring goals. Moreover, the Debtors still need to finalize the rationalization of their fleet (a complicated endeavor in good times, and even more so now when demand is difficult to project), and the claims reconciliation process is ongoing. Accordingly, this factor also weighs in favor of the relief requested herein.

15

The Relief Requested Should Be Granted 26. . The Debtors believe it is in the best interests of the Debtors’ estates and without prejudice to all parties in interest to, out of an abundance of caution, have an order entered approving the extension of the Exclusive Filing Period to December 9, 2021, which, as described herein, will permit the Debtors to proceed toward the goal of confirming a Chapter 11 Plan that maximizes the value of the Debtors’ estates to the benefit of all parties in interest. The Debtors’ progress to date has been achieved in no small part due to the breathing room provided by chapter 11. The Debtors believe that maintaining their exclusive right to file and solicit votes on a plan is critical to their ability to complete a value-maximizing and fruitful process. 27. Furthermore, courts in this jurisdiction have granted relief similar to, and in some cases more extensive than, the relief requested herein. See, e.g., In re LATAM Airlines Group S.A., No. 20-11254 (JLG) (Bankr. S.D.N.Y. Sept. 27, 2021), ECF No. 3231; In re Avianca Holdings S.A., No. 20-11133 (MG) (Bankr. S.D.N.Y. Aug. 16, 2021), ECF No. 2001; In re Purdue Pharma L.P., No. 19-23649 (RDD) (Bankr. S.D.N.Y. Mar. 1, 2021), ECF No. 2433; In re Windstream Holdings, Inc., No. 19-22312 (RDD) (Bankr. S.D.N.Y. June 22, 2020), ECF No. 2186; In re The Great Atlantic & Pacific Tea Company, Inc., No. 15-23007 (RDD) (Bankr. S.D.N.Y. July 14, 2016), ECF Nos. 3015; In re Pacific Drilling S.A., Case No. 17-13193 (MEW) (Bankr. S.D.N.Y. Nov. 16, 2018); In re Westinghouse Elec. Co. LLC, No. 17-10751 (MEW) (Bankr. S.D.N.Y. Mar. 22, 2018), ECF No. 2929; In re Breitburn Energy Partners LP, No. 16-11390 (SMB) (Bankr. S.D.N.Y. Nov. 22, 2017), ECF No. 1847; In re ARO Liquidation, Inc. (f/k/a Aéropostale, Inc.), No. 16-11275 (SHL) (Bankr. S.D.N.Y. Oct. 10, 2017), ECF No. 1449; In re AMR Corp., No. 11-15463 (SHL) (Bankr. S.D.N.Y. Mar. 27, 2013), ECF No. 7284; In re Residential Capital LLC, Case No. 12-12020 (MG) (Bankr. S.D.N.Y. Sept. 11, 2012), ECF No. 3919; In re Frontier Airlines Holdings, Inc., No. 08-11298 (RDD) (Bankr. S.D.N.Y May 20,

16

2009), ECF No. 853; In re Delta Airlines, Inc., No. 05-17923 (ASH) (Bankr. S.D.N.Y. Mar. 15, 2007), ECF No. 5225; In re Northwest Airlines Corp., No. 05-17930 (ALG) (Bankr. S.D.N.Y. June 29, 2006), ECF No. 2959. Automatic Extension 28. Pursuant to the Order Establishing Certain Notice, Case Management, and Administrative Procedures, entered on July 8, 2020 [ECF No. 79] (the “Case Management Order”): Automatic Extension of Certain Time Periods. If a Request for Relief to extend the time to take any action is filed prior to the expiration of the time period provided by the Bankruptcy Code (including any Request for Relief pursuant to section 1121 of the Bankruptcy Code), the Bankruptcy Rules, the Local Rules, or any order of the Court, the time to so take action shall be automatically extended until the Court considers and rule upon the Request for Relief. Case Management Order at ¶ 46 (emphasis added). In addition, pursuant to Local Rule 9006-2, the Exclusive Filing Period is automatically extended until the Court acts on this Motion, without the necessity for the entry of a bridge order. Notice 29. Notice of this Motion will be provided to: (a) the entities on the Master Service List (as defined in the Case Management Order and available on the Debtors’ case website at https://dm.epiq11.com/aeromexico) and (b) any person or entity with a particularized interest in the subject matter of this motion (the “Notice Parties”). The Debtors respectfully submit that no further notice is required. No Prior Request 30. The Debtors have not previously sought the relief requested herein from the Court or any other court.

17

WHEREFORE, the Debtors respectfully request that the Court enter the proposed forms of order, substantially in the form attached hereto, granting 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 James I. McClammy Stephen D. Piraino Erik Jerrard (admitted pro hac vice) Counsel to the Debtors and Debtors in Possession

18

Exhibit A Proposed Order

19

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) ORDER EXTENDING THE EXCLUSIVE FILING PERIOD WITHIN WHICH TO FILE A CHAPTER 11 PLAN Upon the motion (the “Motion”)2 of Grupo Aeroméxico, S.A.B. de C.V. and its affiliates that are debtors and debtors in possession in these proceedings (collectively, the “Debtors”), for entry of an order (this “Order”), pursuant to section 1121(d) of the Bankruptcy Code, extending the Exclusive Filing Period, as more fully described in the Motion; 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 being proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Motion having been provided to the Notice Parties, 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 (the “Hearing”)]; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and the Court 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; 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 Each capitalized term used herein but not otherwise defined herein shall have the meaning ascribed to it in the Motion.

20

having determined that the relief requested is in the best interests of the Debtors, their estates, creditors, and all parties in interest; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The relief requested in the Motion is hereby granted as set forth herein. 2. The Exclusive Filing Period is hereby extended through and including December 9, 2021. 3. This Order is without prejudice to the Debtors’ right to seek further extension of the Exclusive Filing Period or the Exclusive Solicitation Period. 4. The contents of the Motion and the notice procedures set forth therein are good and sufficient notice and satisfy the Bankruptcy Rules and the Local Bankruptcy Rules for the Southern District of New York, and no other or further notice of the Motion or the entry of this Order shall be required. 5. The Court shall retain jurisdiction to hear and determine 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

21