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Full title: Order Approving the Assumption of Certain Executory Contracts and Unexpired Leases signed on 11/12/2021 (related document(s)[1904]) (White, Greg)

Document posted on Nov 11, 2021 in the bankruptcy, 7 pages and 0 tables.

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Unexpired Leases, dated April 20, 2021 [ECF No. 1085] (the “Assumption Procedures Order”); and the Court having jurisdiction to consider the Notice and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the Notice and the requested relief being a core proceeding under 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Notice having been provided in accordance with the Assumption Procedures Order; and no other or further notice need be provided; and the relief requested in the Notice being in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having reviewed the Notice; 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 Debtors in these cases, along with the last four digits of each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de Mexico, 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.With regard to Contracts to be assumed and assigned, pursuant to section 363(f) of the Bankruptcy Code, the assignment of any Contract shall: (a) be free and clear of (i) all liens (and any liens shall attach to the proceeds in the same order and priority subject to all existing defenses, claims, setoffs, and rights), and (ii) any and all claims (as that term is defined in section 101(5) of the Bankruptcy Code), obligations, demands, guarantees of or by the Debtors, debts, rights, contractual commitments, restrictions, interests, and matters of any kind and nature, whether arising prior to or subsequent to the commencement of these Chapter 11 Cases, and whether imposed by agreement, understanding, law, equity, or otherwise (including, without limitation, claims and encumbrances (A) that purport to give to any party a right or option to effect any forfeiture, modification, or termination of the interest of any Debtor or assignee, as the case may be, in the Contracts, or (B) in respect of any taxes); and (b) constitutes a legal, valid, and effective transfer of such Contract and vests the applicable assignee with all rights, titles, and interests to the applicable Contract. Subject to the other provisions of this Order, the Debtors are hereby authorized in accordance with sections 365(b) and (f) of the Bankruptcy Code to (a) assume and assign to any assignees any applicable Contract, with any applicable assignee being responsible only for the post-assignment liabilities or defaults under the applicable Contract, except as otherwise provided for in this Order, and (b) execute and deliver to any applicable assignee such assignment documents as may be reasonably necessary to sell, assign, and transfer any such Contract.Th

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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., Debtors. (Jointly Administered) ORDER APPROVING THE ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES Upon the notice of assumption of Grupo Aeroméxico, S.A.B. de C.V. and its affiliates that are debtors and debtors in possession in these cases (collectively, the “Debtors”)1, filed on October 15, 2021 [ECF No. 1904] (the “Notice”)2 pursuant to the Order Approving Procedures for the Assumption of Executory Contracts and Unexpired Leases, dated April 20, 2021 [ECF No. 1085] (the “Assumption Procedures Order”); and the Court having jurisdiction to consider the Notice and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the Notice and the requested relief being a core proceeding under 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Notice having been provided in accordance with the Assumption Procedures Order; and no other or further notice need be provided; and the relief requested in the Notice being in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having reviewed the Notice; 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 Debtors in these cases, along with the last four digits of each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de Mexico, 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 Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to such term in the Notice.

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1. The relief requested in the Notice is hereby GRANTED. 2. Pursuant to section 365(a) of the Bankruptcy Code and Bankruptcy Rule 6006, the Debtors’ assumption of the Contracts set forth on Schedule A hereto (the “Contracts”) is hereby approved and shall be effective as of the applicable date set forth on Schedule A hereto. 3. With regard to Contracts to be assumed and assigned, pursuant to section 363(f) of the Bankruptcy Code, the assignment of any Contract shall: (a) be free and clear of (i) all liens (and any liens shall attach to the proceeds in the same order and priority subject to all existing defenses, claims, setoffs, and rights), and (ii) any and all claims (as that term is defined in section 101(5) of the Bankruptcy Code), obligations, demands, guarantees of or by the Debtors, debts, rights, contractual commitments, restrictions, interests, and matters of any kind and nature, whether arising prior to or subsequent to the commencement of these Chapter 11 Cases, and whether imposed by agreement, understanding, law, equity, or otherwise (including, without limitation, claims and encumbrances (A) that purport to give to any party a right or option to effect any forfeiture, modification, or termination of the interest of any Debtor or assignee, as the case may be, in the Contracts, or (B) in respect of any taxes); and (b) constitutes a legal, valid, and effective transfer of such Contract and vests the applicable assignee with all rights, titles, and interests to the applicable Contract. 4. Subject to the other provisions of this Order, the Debtors are hereby authorized in accordance with sections 365(b) and (f) of the Bankruptcy Code to (a) assume and assign to any assignees any applicable Contract, with any applicable assignee being responsible only for the post-assignment liabilities or defaults under the applicable Contract, except as otherwise provided for in this Order, and (b) execute and deliver to any applicable assignee such assignment documents as may be reasonably necessary to sell, assign, and transfer any such Contract.

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5. Notwithstanding anything to the contrary contained in this Order, with respect to any assumed Contract, the Debtors (or the assignee, if applicable) shall be liable for payment of all liabilities that have accrued, begun to accrue or otherwise arisen as of the assumption date, but that are not in default or due and owing as of the assumption date, pursuant to such assumed Contract, unless otherwise agreed among the Debtors (or the assignee, if applicable) and the counterparty; which amounts shall be paid in the ordinary course and pursuant to the terms of such assumed Contract. 6. The Debtors are authorized to enter into ordinary course amendments to any assumed Contract, from time to time as necessary, subject to the terms and conditions in such Contract and without further order of the Court; notwithstanding the foregoing, if amendments are made outside of the ordinary course, the Committee shall receive five (5) business days’ notice thereof and an opportunity to object before such amendment becomes effective. 7. The Debtors’ right to assert that any provisions in the Contract that expressly or effectively restrict, prohibit, condition, or limit the assignment of or the effectiveness of the Contract are unenforceable anti-assignment or ipso facto clauses is fully reserved. 8. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 9. The 14-day stay required of any assignment of any Contract pursuant to Bankruptcy Rule 6006(d) is hereby waived. 10. Any Contract listed on the Notice filed before the Debtors’ deadline to assume unexpired leases of real property pursuant to section 365(d)(4) of the Bankruptcy Code shall ultimately be deemed assumed as of the date listed on the Notice and in satisfaction of section 365(d)(4) of the Bankruptcy Code.

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11. All rights and defenses of the Debtors are preserved, including all rights anddefenses of the Debtors with respect to a claim for damages arising as a result of a Contract assumption or assumption and assignment. In addition, nothing in this Order or the Motion shall limit the Debtors’ ability to subsequently assert that any particular Contract is terminated and is no longer an executory contract or unexpired lease, respectively. 12. The Notice and the relief requested therein with respect to the Contracts satisfyBankruptcy Rules 6006 and 6007. The notice procedures set forth in the Notice with respect to the Contracts are good and sufficient notice and satisfy Bankruptcy Rule 9014 by providing the counterparties to the Contracts with notice and an opportunity to object and be heard at a hearing. 13. Notwithstanding any Bankruptcy Rule, the Local Bankruptcy Rules for theSouthern District of New York, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 14. The Debtors and the Clerk of this Court are authorized to take, or refrain fromtaking, any action necessary or appropriate to implement the terms of, and the relief granted in, this Order without seeking further order of the Court. 15. This Court shall retain exclusive jurisdiction over any and all matters arisingfrom, arising under, or related to the implementation or interpretation of this Motion or Order. Dated: November 12, 2021 New York, New York /S/ Shelley C. Chapman THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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Assumed Contracts1
Table 1 on page 5. Back to List of Tables
Counterparty Debtor
Counterparty
Description of Contract2 Cure Amount Assumption
Date
Address Description of
Material
Amendments
Made in
Connection with
Assumption
Equipment Support
Aircraft Sa De Cv
(Cargo)
Aerovías
Empresa de
Cargo, S.A. de
C.V.
Convenio Modificatorio De
Fecha 01 De Septiembre De
2021 (El “Convenio”) Al
Contrato De Prestación De
Servicios De Fecha 01 De
Enero De 2009
888,849 MXN 10/15/2021 Calle 31 De Julio De
1859 Mz 102 Lt
1092
Leyes De
Reforma 2nd Section
Iztapalapa, Cdmx,
09310
Change of Term -
1 Year
Equipment Support
Aircraft Sa De Cv
(Aerovias)
Aerovías de
México, S.A.
de C.V.
Convenio Modificatorio De
Fecha 01 De Septiembre De
2021 (El “Convenio”) Al
Contrato De Prestación De
Servicios De Fecha 01 De
Enero De 2009
763,797 MXN 10/15/2021 Calle 31 De Julio De
1859 Mz 102 Lt
1092
Leyes De
Reforma 2nd Section
Iztapalapa, Cdmx,
09310
Change of Term -
1 Year
Fabrica De
Soluciones Rak Sa
De Cv
Aerovías
Empresa de
Cargo, S.A. de
C.V.
Master Service Agreement Dtd
1/1/2018
1,628,194
MXN
10/15/2021 Bosques De Viena
No. 252; Bosques
Del Lago
Cuautitlan Izcalli
54766 Mexico
N/A
1 Certain contracts that were listed on the Sixth Notice of Assumption of Executory Contracts and Unexpired Leases [ECF No. 1904] are not included herein; however, their exclusion does not constitute a rejection of such contracts and the Debtors reserve their right to assume such contracts in the future. 2 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory nature of the Contract, or as to the existence or validity of any claims held by the counterparty or counterparties to such Contract.

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East Fze Empresa de Services Agreement for the Dubai Silicon Oasis Cargo, S.A. de Provision Of Information HQ, Dubai Silicon C.V. Technology Related Services Oasis, Dubai, UAE
Table 1 on page 6. Back to List of Tables
Accelya World Sl
(Previously
Accelya America
S.A. De CV)
(MXN)
Aerovías de
México, S.A.
de C.V.
Contrato para eSmash Flat
Files
301,151 MXN 10/15/2021 567 Diagonal
Avenue
08029 Barcelona
(Spain)
N/A
Accelya World Sl
(Previously
Accelya America
S.A. De CV)
(EUR)
Aerovías de
México, S.A.
de C.V.
Contrato para eSmash Flat
Files
2,792 EUR 10/15/2021 567 Diagonal
Avenue
08029 Barcelona
(Spain)
N/A
Bicentel SA De CV Aerovías de
México, S.A.
de C.V.
Procurement:
Telecommunications Services
Agreement Dtd 8/7/2018
443,584 MXN 10/15/2021 Av. Paseo De Las
Palmas No. 340;
Piso 5 ; Lomas De
Chapultepec I Secc
Miguel Hidalgo
Ciudad De Mexico
11000 Mexico
N/A
Teica SA De CV Aerovías de
México, S.A.
de C.V.
Contrato De Prestacion De
Servicios
140,410 MXN 10/15/2021 Ruben M Campos
2612 Villa De
Cortes Mexico
Cdmx 3530 Mx
N/A
Agencia Warren
Srl De CV
Aerovías de
México, S.A.
de C.V. /
Aerolitoral,
S.A. de C.V.
Iata Standard Land Assistance
Contract Ahm 810 Jata 98
388,639 HNL 10/15/2021 Aeropuerto
Internacional
Toncontin, Costado
Sur del Correo
Nacional.
Tegucigalpa,
M.D.C., Honduras
N/A
Luxury Hotels
International
Aerovías de
México, S.A.
de C.V.
Amendment No. 1 to the Hotel
Accomodation Agreement
0 CAD 10/15/2021 1128 West Hastings,
Vancouver, BC,
V6E 4R5
Rate Adjustments
and Term
Extension

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Internacional CA México, S.A. De Fecha 01 De Octubre De 14 y Patria, Quito, and Term de C.V. 2021 Al Contrato De Ecuador Extension Prestación De Servicios De Hospedaje De Fecha 01 De Enero De 2019

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