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Full title: Certificate of No Objection Pursuant to LR 9075-2 / Certificate of No Objection Regarding Debtors' Motion for Entry of an Order Authorizing Debtor Aerovias de Mexico, S.A. de C.V. to Enter into New Aircraft Lease Agreements with Air Lease Corporation (related document(s)[1741]) Filed by Timothy E. Graulich on behalf of Grupo Aeromexico, S.A.B. de C.V.. (Graulich, Timothy)

Document posted on Nov 11, 2021 in the bankruptcy, 18 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Upon the motion (the “Motion”)2 of the Debtors for entry of an order (this “Order”) authorizing, 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.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. 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 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

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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 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) Debtors.1 (Jointly Administered) CERTIFICATE OF NO OBJECTION REGARDING DEBTORS’ MOTION FOR ENTRY OF AN ORDER AUTHORIZING DEBTOR AEROVÍAS DE MÉXICO, S.A. DE C.V. TO ENTER INTO NEW AIRCRAFT LEASE AGREEMENTS WITH AIR LEASE CORPORATION Pursuant to 28 U.S.C. § 1746, Rule 9075-2 of the Local Bankruptcy Rules for the Southern District of New York (the “Local Rules”), and in accordance with the United States Bankruptcy Court’s case management procedures set forth in the Order Establishing Certain Notice, Case Management, and Administrative Procedures, entered on July 8, 2020 [ECF No. 79] (the “Case Management Order”), the undersigned hereby certifies as follows: 1. On 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 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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Aerovías de México, S.A. de C.V. To Enter into New Aircraft Lease Agreements with Air Lease Corporation [ECF No. 1741] (the “Motion”). Objections and responsive pleadings to the Motion were originally due no later than September 28, 2021 at 12:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”). Subsequently, the Debtors extended the Objection Deadline for the Official Committee of Unsecured Creditors (the “Committee”) multiple times, most recently to November 10, 2021 at 10:00 a.m. (prevailing Eastern Time) [ECF Nos. 1793, 1820, 1905] (the “Committee’s Objection Deadline”). 2. The Case Management Order and Local Rule 9075-2 provide that pleadings may be granted without a hearing if (a) no objections or other responsive pleadings have been filed on or before the applicable deadline and (b) the attorney for the entity that filed the pleading complies with the relevant procedural and notice requirements. 3. As of the filing of this certificate, more than 48 hours have elapsed since the Committee’s Objection Deadline and more than six weeks have elapsed since the Objection Deadline. To the best of my knowledge, no objection or responsive pleading to the Motion has been (a) filed with the Court on the docket of the above-captioned chapter 11 cases or (b) served on the Debtors or their counsel. 4. Accordingly, the Debtors respectfully request that the Court enter the proposed order, a copy of which is attached hereto as Exhibit A, granting the Motion in accordance with the procedures set forth in the Case Management Order and Local Rule 9075-2. [Remainder of page intentionally left blank]

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I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information, and belief. Dated: November 12, 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 Counsel to the Debtors and Debtors in Possession

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Exhibit A Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et Case No. 20-11563 (SCC) al., (Jointly Administered) Debtors.1 ORDER AUTHORIZING 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 considered the relief requested therein; 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. 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 2

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inure to the benefit of, the Debtors, their estates, and their creditors, their respective affiliates, successors, and assigns, and any affected third parties, including, but not limited to, 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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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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