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Full title: Statement / Supplement to Debtors' Exit Financing Motion and Notice of Filing of Revised Equity and Debt Commitment Letters (related document(s)[1860]) filed by Timothy E. Graulich on behalf of Grupo Aeromexico, S.A.B. de C.V.. (Graulich, Timothy)

Document posted on Nov 18, 2021 in the bankruptcy, 242 pages and 0 tables.

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(the “Disclosure Statement”) and related solicitation materials thathave been approved by the Bankruptcy Court, to (i) vote or cause to be voted all Interests(as defined in the Chapter 11 Plan) in and claims (as such term is defined in section2 101(5) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as it may beamended from time to time, “Claims”) against the Debtors, including Claims with respectto those 7.000% senior notes due 2025 (the “Notes”), issued pursuant to that certainIndenture, dated as of February 5, 2020, by and among Aerovías de Mexico, S.A. deC.V., as issuer, Grupo, as guarantor, and the Bank of New York Mellon, as trustee,transfer agent, registrar and paying agent (such Claims against the Debtors with respectto the Notes, “Notes Claims”), held by such Commitment Party and its affiliates,affiliated funds and/or funds or accounts managed, advised or subadvised by suchCommitment Party, as applicable, to accept the Chapter 11 Plan by delivering dulyexecuted and completed ballots accepting the Chapter 11 Plan on a timely basis and (ii)refrain from changing, revoking or withdrawing (or causing such change, revocation orwithdrawal of) such vote; provided, that such Commitment Party shall only be obligatedto vote or cause to be voted suchits Notes Claims to accept the Chapter 11 Plan pursuantto this Section 1(d), and shall not change, revoke or withdraw such vote, if the Chapter11 Plan provides for recoveries on account of the Notes Claims in accordance with clause(i) contained within the section of the Term Sheet entitled “NoteholderCertain CreditorRecoveries” or such recoveries as otherwise agreed by the Required NoteholderInvestors; provided, howeverfurther, that such vote of a Commitment Party shall beimmediately revoked by such Commitment Party and deemed void ab initio upon (w) thedate that the Subscription Agreement is terminated as to all holders of Notes Claimsparty thereto or (x) the Outside Date (as defined below), if the Subscription Agreement isnot entered into by the Debtors and the Commitment Parties, in each case of (w) and (x)if such date occurs prior to the consummation of the Chapter 11 Plan.Commitment, in form and substance reasonablyacceptable to the Debtors or (B) otherwise remains obligated to fund theCommitment to be transferred until the Effective Date; provided,however, that such special purpose vehicle shall not be related to oraffiliated with any portfolio company of such Commitment Party or anyof its affiliates or Affiliated Funds (other than solely by virtue of its19 affiliation with such Commitment Party) and the equity of such specialpurpose vehicle shall not be directly or indirectly transferable other thanto such persons or entities described in clauses (i) or (ii) above, and insuch manner as such Commitment Party’s Commitment is transferable(each of the persons or entities referred to in clauses (i) and (ii), an“Ultimate Purchaser”), and that, in

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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 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) (Jointly Administered) Debtors.1 SUPPLEMENT TO DEBTORS’ EXIT FINANCING MOTION AND NOTICE OF FILING OF REVISED EQUITY AND DEBT COMMITMENT LETTERS Grupo Aeroméxico S.A.B. de C.V. (“Grupo Aeroméxico”, the “Company”, or the “Borrower”) and its affiliates that are debtors and debtors in possession in these proceedings (collectively with Grupo Aeroméxico, the “Debtors”) hereby submit this supplement (this “Supplement”) to the Debtors’ Motion for Entry of An Order (I) Authorizing the Debtors’ Entry Into, and Performance Under, the Debt Financing 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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Commitment Letter, (II) Authorizing the Debtors’ Entry Into, and Performance Under the Equity Commitment Letter, (III) Authorizing the Debtors’ Entry Into, and Performance Under, the Subscription Agreement and (IV) Authorizing Incurrence, Payment, and Allowance of Related Premiums, Fees, Costs, and Expenses As Superpriority Administrative Expense Claims (the “Exit Financing Motion”) [ECF No. 1860]. This Supplement is supported by the Declaration of Homer Parkhill in Support of the Supplement to Debtors’ Exit Financing Motion and Notice of Filing of Revised Equity and Debt Commitment Letters (the “Supplemental Parkhill Declaration”), attached hereto as Exhibit E. Revised Equity and Debt Commitment Letters 1. On October 8, 2021, after extensive negotiations, conducted at arm’s length and in good faith, the Debtors filed the Exit Financing Motion seeking entry of an order (a) authorizing the Debtors’ entry into, and performance under, the Debt Financing Commitment Letter;2 (b) authorizing the Debtors’ entry into, and performance under, the Equity Commitment Letter; (c) authorizing the Debtors’ entry into, and performance under, the Subscription Agreement; and (d) authorizing the incurrence, payment and allowance of related fees, premiums, indemnities, costs and expenses under the Exit Financing Documents, in each case as more fully described in the Exit Financing Motion and the Parkhill Declaration. 2. On October 15, 2021, the Debtors filed a revised version of the Debtors’ Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the “Revised Plan”) [ECF No. 1896] that was updated to reflect the terms set forth in the Exit Financing 2 Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Exit Financing Motion and the Revised Equity Letter (as defined herein), as applicable.

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Documents. However, the terms of the Exit Financing Documents and the Revised Plan, while supported by several key constituencies, was until recently opposed by other key constituencies in these Chapter 11 Cases. Therefore, following the filing of the Exit Financing Motion, the Debtors, the Exit Financing Commitment Parties and several other key stakeholders continued to negotiate the terms of an exit financing package that was consensual and executable so that a consensual plan confirmation would proceed. 3. After tireless good-faith negotiations, the Debtors, Apollo, Delta, the Ad Hoc Group of Senior Noteholders, the Ad Hoc Noteholder/BSPO Bidders, the Ad Hoc Group of Unsecured Claimholders, and the Mexican Investors (collectively, the “Exit Financing Parties”) have agreed to the terms of a revised equity commitment letter substantially in the form attached hereto as Exhibit A (together with all exhibits and schedules thereto, the “Revised Equity Commitment Letter”). A blackline comparison of the Revised Equity Commitment Letter marked against the original Equity Commitment Letter is attached hereto as Exhibit B. 4. The Debtors and certain of the Exit Financing Parties have also agreed to the terms of a revised debt commitment letter, substantially in the form attached hereto as Exhibit C (together with all exhibits and schedules thereto, the “Revised Debt Commitment Letter”).3 A blackline comparison of the Revised Debt Commitment Letter marked against the original Debt Commitment Letter is attached hereto as Exhibit D. 3 The Revised Equity Commitment Letter, together with the Subscription Agreement (as defined therein) and the Revised Debt Financing Commitment Letter, are referred to herein as the “Revised Exit Financing Documents”

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Certain Key Terms and Provisions of the Revised Equity Commitment Letter 5. Certain key terms and provisions of the Revised Equity Commitment Letter are summarized as follows.4
Table 1 on page 4. Back to List of Tables
Summary of Material Terms of Revised Equity Commitment Letter None
Exit Financing The Commitment Parties (other than Delta and the Mexican
Investors) shall purchase or fund, as applicable, $600 million of
new equity, which, including the Commitment Premium (defined
below), shall represent 26.9% of all New Shares issued as of the
Effective Date (before giving effect, solely to the extent applicable,
to the exercise of any Preemptive Rights which any existing Grupo
shareholder may be entitled to (other than any existing shareholders
that (i) are party to that certain Support Agreement dated as of
September 4, 2020 by and between Grupo, Alpage Debt Holdings
S.à r.l. and the shareholders party thereto from time to time or (ii)
have otherwise waived their Preemptive Rights) and concurrently
with the issuance of the New Shares) and subject to pro rata dilution
on account of the MIP (such aggregated dilution as described in this
parenthetical, and in respect of any future equity issuances that may
be consummated by Grupo after the Effective Date, collectively, the
“Specified Dilution”), consisting of single series shares (Serie
Unica) or, in the event that, with the prior approval of the Required
Commitment Parties, Apollo and Delta, the existing foreign
investment authorization (if required) and the bylaws of Grupo are
amended, in compliance with applicable Mexican law, to
contemplate different series of shares, “N” shares with limited
voting rights no worse in any respect than the corresponding rights
currently set forth in the bylaws of Grupo for ordinary shares
classified as “neutral,” and “O” shares with full voting rights,
providing for the Minimum Ownership Requirements of
Reorganized Grupo’s common stock (such financing (constituting a
capital increase in Grupo), the “Equity Financing”).

In addition, certain of the Commitment Parties (other than Delta
and the Mexican Investors) shall commit to purchase or fund, as
applicable, senior secured first lien notes in an aggregate principal
amount of up to $762.5 million, the terms of which shall be set
forth in a term sheet attached to a separate debt commitment letter
to be delivered to the Debtors on or around the date of the delivery
of the Equity Commitment Letter (such financing, the “Debt
Financing” and, together with the Equity Financing, the “
4 This summary is qualified in its entirety by reference to the provisions of the Revised Equity Commitment Letter. To the extent that any discrepancies exist between the summary described in this Supplement and the terms of the Revised Equity Commitment Letter, the Revised Equity Commitment Letter shall govern.

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Table 1 on page 5. Back to List of Tables
Summary of Material Terms of Revised Equity Commitment Letter None
Financing”). Certain Commitment Parties (other than Delta and the
Mexican Investors) and/or other third party investors may provide
exit debt financing in lieu of the Debt Financing contemplated by
the Debt Financing Commitment Letter through a syndication
expected to be arranged by JPMorgan on terms reasonably
satisfactory to the Debtors, the Required Commitment Parties, Delta
and Apollo.
Except as otherwise set forth herein, any Noteholder Investor that is
a DIP Lender5 under the DIP Credit Agreement) that seeks
treatment in respect of its Tranche 2 Loans other than in cash
(inclusive of the 5.0% exit fee) in accordance with the terms of the
DIP Credit Agreement shall not be able to participate in the Equity
Financing or the Debt Financing. For the avoidance of doubt, in no
event shall the amount of New Shares (and the resulting percentage
equity interest in Reorganized Grupo) issued to any of the
Commitment Parties, Apollo, Delta, the Mexican Pension Fund or
the Mexican Investors, in accordance with this Term Sheet and the
Definitive Documentation be reduced or diluted by the amount of
any New Shares issued to any AHG DIP Lender seeking treatment
in respect of its Tranche 2 Loans other than in cash (inclusive of the
5.0% exit fee).
“Required Commitment Parties” shall mean (i) BSPO Investors
then holding at least 60% of the Commitments held by all BSPO
Investors (excluding Commitments held by any Defaulting
Commitment Party (as defined below); (ii) Noteholder Investors
then holding at least 66-⅔% of the Commitments held by all
Noteholder Investors (excluding Commitments held by any
Defaulting Commitment Party); and (iii) at least two institutions
from each of the BSPO Investors and Noteholder Investors.
Issuer Grupo, as reorganized pursuant to the Chapter 11 Plan, effective
immediately after the conversion of any claims against Grupo and
its Debtor affiliates into equity of Reorganized Grupo, on the
Effective Date.
Purchase Price The subscription price for the New Shares by the Commitment
Parties shall be at a price per share calculated at Plan Equity Value,
and for the avoidance of doubt, not at a discount to Plan Equity
Value.
5 All terms used but not defined herein shall have the meaning ascribed to such terms in that certain $1 billion super-priority debtor- in-possession term loan agreement (the “DIP Credit Agreement”) entered into as of November 6, 2020 by and among Grupo, as Borrower, the Guarantors party thereto, the DIP Lenders party thereto and UMB Bank National Association, as Administrative Agent and Collateral Agent.

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Table 1 on page 6. Back to List of Tables
Summary of Material Terms of Revised Equity Commitment Letter None
Plan Enterprise Value $5.4 billion.
Commitment Premium (a) For the Commitment Parties other than Delta and the Mexican
Investors, 15.0% of the Committed Equity Amount (which
includes, for the avoidance of doubt, the $187.5 million committed
by the Commitment Parties in connection with the PLM Stock
Participation Transaction, such amount not to be reduced in
connection with any downward adjustment to the Equity Financing
or in Commitments by the Commitment Parties) in any case,
payable in New Shares at the Effective Date; (b) for Delta, 15.0%
of the Delta Purchase Amount; and (c) for the Mexican Investors,
15.0% of the Mexican Investors Purchase Amount, as applicable,
the “Commitment Premium”); provided that the Commitment
Premium for the Commitment Parties other than Delta and the
Mexican Investors shall be paid in cash in certain alternative
scenarios, including in the event of a sale or other disposition of (i)
all or substantially all of the assets of the Company or (ii) all or
substantially all of the equity of the Company (including, for the
avoidance of doubt, equity of all or substantially all of Grupo’s
subsidiaries), where payment in New Shares is not feasible.
The Commitment Premium shall be fully earned, nonrefundable
and non-avoidable upon (1) entry by the Debtors and the
Commitment Parties into the Subscription Agreement, (2) entry of
an order of the Bankruptcy Court approving the Debtors’ entry into
the DIP Credit Agreement Amendment and (3) entry of an order of
the Bankruptcy Court approving the Debtors’ entry into the
Subscription Agreement and the payment of all fees and expenses
contemplated by this Term Sheet and the Subscription Agreement,
including, for the avoidance of doubt, the Commitment Premium,
the Reimbursed Fees and Expenses, the Financing Fee and the
indemnification provisions contemplated by this Term Sheet and
the Subscription Agreement. The Exit Financing Approval Order
and the motion seeking approval of the Exit Financing Approval
Order, as may be amended or revised, shall be consistent with the
Equity Commitment Letter and this Term Sheet and otherwise in
form and substance acceptable to the Required Commitment Parties
and reasonably acceptable to Apollo and Delta.
The Commitment Premium shall be paid to the Commitment Parties
that are not Defaulting Commitment Parties promptly on the
Effective Date by Grupo or Reorganized Grupo to satisfy the
Debtors’ obligation, free and clear of any deduction for any
applicable taxes, as set forth above.
In addition, Commitment Parties that are holders of (i) Notes claims
against Grupo and Aerovías or (ii) other allowed claims against
Aerovías with enforceable guarantees against Grupo, as
consideration for their Commitments and other obligations

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Table 1 on page 7. Back to List of Tables
Summary of Material Terms of Revised Equity Commitment Letter None
hereunder and in the Subscription Agreement, shall have the option
to receive their distribution on account of all such claims in all New
Shares, all cash, or a combination of New Shares and cash.
Allocation of the
Committed Equity
Amount
Commitments to purchase the New Shares, shall be memorialized
in definitive documentation, including a commitment letter and a
subscription agreement executed by the Commitment Parties and
the Company for the New Shares. The Commitments in respect of
the New Shares shall be allocated among the Commitment Parties
as follows but subject to additional detail on the schedules to the
Equity Commitment Letter and the Subscription Agreement:
• $305.0 million of the New Shares shall be subscribed and
paid for by the BSPO Investors;
• $175.0 million of the New Shares shall be subscribed and
paid for by the Noteholder Investors;
• $100.0 million of the New Shares shall be subscribed and
paid for by the Claimholder Investors; and
• $20.0 million of the New Shares shall be subscribed and
paid for by the Other Commitment Parties.
PLM Stock Participation
Transaction
In the event the Company determines to acquire the equity of PLM
Premier, S.A.P.I de C.V. not directly or indirectly owned by Grupo
or any of its direct or indirect subsidiaries as of the Closing Date
after payment in full of any Tranche 2 Obligations under the DIP
Credit Agreement on account of which the right to convert such
claims into equity of Reorganized Grupo has not been exercised, up
to $375,000,000 shall be available to the Debtors through the
Financing to be used in connection with the PLM Stock
Participation Transaction as follows:
• up to $187.5 million of the Committed Equity Amount
shall be used in connection with the PLM Stock
Participation Transaction; and
• up to $187.5 million in principal amount of New Debt in
respect of the Notes Purchase Amount B (as defined in the
Debt Financing Commitment Letter) shall be purchased by
certain of the Commitment Parties (other than Delta and the
Mexican Investors), or shall be available from the
Alternative Exit Debt Financing.
Whether or not there is a PLM Stock Participation Transaction,
$187.5 million from the Equity Financing shall at all times
constitute part of the Committed Equity Amount, including related
to the calculation of the Commitment Premium, and none of the
Committed Equity Amount, the Allocations or any Commitment of
any Commitment Party shall be adjusted downward except upon the
prior written consent (with email being sufficient) of each affected
Commitment Party. In the event that there is no PLM Stock
Participation Transaction, $187.5 million from the Debt Financing
shall be funded, but may be subject to repurchase pursuant to the
terms of the Debt Financing Commitment Letter to the extent the

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Table 1 on page 8. Back to List of Tables
Summary of Material Terms of Revised Equity Commitment Letter None
PLM Stock Participation Transaction is not consummated.
Delta Purchase
Amount
In addition to the Equity Financing by the Commitment Parties
(other than Delta and the Mexican Investors), Delta shall subscribe
and pay for $100 million of New Shares at the Price Per Share.
The investment shall be made by Delta pursuant to the
Subscription Agreement. In connection with this investment, Delta
shall receive the Commitment Premium in respect of the Delta
Purchase Amount.
Delta shall additionally be required to convert all fully accrued
amounts of its Tranche 2 Loans, including all PIK interest and its
equity conversion fee6 to New Shares at Plan Equity Value.
In exchange for (i) the assumption, amendment and extension of the
joint cooperation agreement, dated May 27, 2015, by and among
Aerovías de México, S.A. de C.V. and Delta, as of the Petition Date
and any amendments, supplements or other modifications thereto
through the Effective Date, and (ii) entry into a service agreement,
as mutually agreed to by Delta and the Debtors, which shall
document the continuation of the scope and level of support
services Delta currently provides in support of the joint venture and
strategic alliance between Delta and the Company, Delta shall
receive a contract fee at the Effective Date. The Contract Fee shall
equal 20.0% of the New Shares less the New Shares Delta receives
on account of (i) the Delta Purchase Amount, (ii) the Delta Tranche
2 DIP Conversion and (iii) the Commitment Premium as of the
Effective Date. As a result, the Chapter 11 Plan shall reflect that
Delta shall receive 20.0% of all New Shares issued under the
Chapter 11 Plan (which shall represent 20.0% of the capital stock of
Reorganized Grupo on the Effective Date (subject to the Specified
Dilution). In addition, any or all portions of Delta’s claims asserted
against the Debtors shall be allowed and satisfied in accordance
with the Chapter 11 Plan and any distributions of New Shares on
such claims shall be in addition to Delta’s Ownership Interest.
It shall be a condition precedent to the Effective Date of the Chapter
11 Plan for the Contract Fee to have been approved by the United
States Bankruptcy Court for the Southern District of New York as
part of the Chapter 11 Plan and such Contract Fee shall be paid on
the Effective Date to Delta. The Chapter 11 Plan shall provide that
any waiver of the Delta Condition Precedent shall be in Delta’s sole
discretion.
6 For avoidance of doubt, this fully accrued amount, including PIK interest, and the equity conversion fee, is projected to be approximately $234 million, as of December 30, 2021.

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Table 1 on page 9. Back to List of Tables
Summary of Material Terms of Revised Equity Commitment Letter None
Apollo Settlement
Consideration
In full and final satisfaction, settlement, release, and discharge of
and in exchange for Apollo Management Holdings, L.P.’s Tranche
2 Loans, including all PIK interest and its equity conversion fee,
and in consideration for Apollo’s syndication of the DIP Loans and
in full settlement of all claims Apollo may have, Apollo shall
receive on the Effective Date (i) $150 million in cash, (ii) accrued
interest at the applicable interest rate under the DIP Credit
Agreement on the outstanding obligations under the Tranche 2 DIP
Loans commencing on December 31, 2021 through the Effective
Date in cash and (iii) 22.38% of all New Shares issued as of the
Effective Date (subject to the Specified Dilution).
The Apollo Obligations shall terminate (i) automatically if the
Effective Date has not occurred by the Outside Date and (ii) at
Apollo’s option if there is a Termination of the Subscription
Agreement as to all Commitment Parties.
Mexican Pension Fund
DIP Conversion
Banco Nacional de México, S.A., Integrante del Grupo Financiero
Banamex, División Fiduciaria, solely in its capacity as trustee of
the irrevocable trust (fideicomiso irrevocable) agreement number
F/17937-8 shall convert all fully accrued amounts of its Tranche 2
Loans, including all PIK interest and its equity conversion fee, in
full and final satisfaction, settlement, release, and discharge of and
in exchange for the Mexican Pension Fund’s Tranche 2 Loans, into
approximately 3.54% of all New Shares issued as of the Chapter
11 Plan’s Effective Date (subject to the Specified Dilution).7
Commitment Parties’
Covenants
Customary covenants of the Commitment Parties, to:
• use commercially reasonable efforts to support the
Restructuring;
• vote to accept the Chapter 11 Plan and not object to the
confirmation of the Chapter 11 Plan following their actual
receipt of the solicitation materials and ballots that meet the
requirements of sections 1125 and 1126 of the Bankruptcy
Code; and
• make any filings in connection with the Subscription
Agreement required by HSR and COFECE and any other
applicable antitrust laws.
• The Subscription Agreement shall contain limitations and
conditions on claims transfers, and other provisions related to
supporting the Restructuring reasonably acceptable to the
Debtors, the Required Commitment Parties and Delta.
7 Transfer requirements to ensure continued Mexican holder ownership to satisfy Minimum Ownership Requirements and documentation and structures necessary to satisfy the Minimum Ownership Requirements and enforce necessary transfer requirements to be implemented.

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Table 1 on page 10. Back to List of Tables
Summary of Material Terms of Revised Equity Commitment Letter None
Minimum Ownership
Requirements and
Subscription by
Shareholders
The Company shall pass a shareholders resolution to effectuate the
obtained federal authorizations as necessary to provide for an
amount of Mexican ownership sufficient to comply with the terms
and conditions of this Term Sheet.

The Debtors, the Commitment Parties, Delta, Apollo, and the
Mexican Investors, shall work together to structure the Exit
Financing and the other transactions contemplated by the Chapter
11 Plan in a manner that satisfies the Minimum Ownership
Requirements prior to the Effective Date and otherwise complies
with applicable Mexican law, the bylaws to be approved by the
Shareholders Meeting to effectuate the last authorization obtained
by the Company from the Mexican foreign investment agency and
the authorizations in place from such foreign investment agency.
Such structure shall be acceptable to the Debtors, the Required
Commitment Parties, Delta, Apollo, and the Mexican Investors.
Certain Creditor
Recoveries
A cash pool of $450 million (consisting of $350 million from the
Debtors’ balance sheet and $100 million of excess cash) shall be
distributed to unsecured creditors as follows:
(i) Holders of (x) Notes claims against Grupo and Aerovías
and (y) other allowed claims against Aerovías with
enforceable guarantees against Grupo shall receive an
aggregate distribution, on account of all such claims, in an
amount equal to par plus accrued and unpaid interest due
and owing under such claims as of the Petition Date. Each
holder of such allowed claims shall receive such
distribution in the form of cash from the Cash Pool or, to
the extent there is insufficient cash in the Cash Pool,
through a combination of cash from the Cash Pool and New
Shares, subject to and except as otherwise set forth above in
the last paragraph under the caption “Commitment
Premium.”
(ii) Holders of all other allowed general unsecured claims
against the Debtors shall receive their pro rata share of the
remainder of the Cash Pool and New Shares as set forth in
the Chapter 11 Plan.8
The Chapter 11 Plan will also include provisions for the payment of
the reasonable and documented fees of the indenture trustee for the
Notes.
Fees & Expenses;
Indemnification
To the extent not otherwise payable pursuant to other orders of the
Bankruptcy Court, including the Final Order Granting Debtors’
Motion to (I) Authorize Certain Debtors in Possession to Obtain
8 Allocation of remaining Cash Pool and New Shares among distinct Debtor entities to be agreed in accordance with the consent rights as provided under the caption “Definitive Documentation” above.

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Table 1 on page 11. Back to List of Tables
Summary of Material Terms of Revised Equity Commitment Letter None
Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 362, 363
and 364; (II) Grant Liens and Superpriority Administrative
Expense Claims to DIP Lenders Pursuant to 11 U.S.C. §§ 364 and
507; (III) Modify Automatic Stay 19 Pursuant to 11 U.S.C. §§ 361,
362, 363, 364 and 507; and (IV) Grant Related Relief, in In re
Grupo Aeroméxico, S.A.B. de C.V., et al., Case No. 20-11563
(SCC), and without limitation of the Debtors’ obligations
thereunder, the Debtors shall be responsible for the payment in cash
of all reasonable and documented fees, costs and expenses, whether
incurred before or after the execution of the Equity Commitment
Letter, of each of the Commitment Parties (other than the Mexican
Investors, which provisions related to reimbursement are set forth
below) or of the advisors, consultants and other professionals,
including counsel (including, for the avoidance of doubt, local
counsel and conflicts counsel), financial advisors and investment
banking professionals, engaged by the Commitment Parties in
connection with the Chapter 11 Plan, the Chapter 11 Cases, the
mediation conducted before the Honorable Judge Lane, the
diligence, negotiation, formulation, preparation, execution,
delivery, implementation, consummation and/or enforcement of the
Commitments, this Term Sheet, the Equity Commitment Letter and
the Definitive Documentation, any potential Alternative Exit Debt
Financing and any amendments, waivers, consents, supplements or
other modifications to any of the foregoing, which payments shall
be made by the Debtors on a regular and continuing basis subject to
procedures set forth in the Exit Financing Approval Order; provided
however, with respect to the Claimholder Investors, the Debtors
shall only pay Reimbursed Fees and Expenses of Gibson, Dunn &
Crutcher LLP, Rico, Robles Libenson S.C., Glenn Agre Bergman &
Fuentes LLP (in an aggregate amount not to exceed $350,0000),
KPMG Cardenas Dosal, S.C. (in an aggregate amount not to exceed
$40,000) and, subject to the next sentence, Moelis & Company. In
addition, notwithstanding the foregoing or any other limitation or
provision of the Final DIP Order, and without any reduction to any
other fees due to them or that may have already been paid, the
Debtors shall pay (i) an additional financing fee in the aggregate
amount of $4,500,000 to Ducera Partners LLC and Banco BTG
Pactual SA which, for the avoidance of doubt, shall not prejudice
each advisor’s entitlement to other fees and reimbursements
provided for by their respective engagement letters, and (ii) an
additional fee in the aggregate amount of $1,700,000 to Moelis, in
each case, subject to the procedures set forth in the Exit Financing
Approval Order.
The Chapter 11 Plan shall provide that the Debtors shall reimburse
and pay directly the Mexican Investors’ reasonable costs and
expenses, incurred in connection with the Debtors’ Chapter 11
cases, this Term Sheet, the Chapter 11 Plan and the transactions

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Table 1 on page 12. Back to List of Tables
Summary of Material Terms of Revised Equity Commitment Letter None
contemplated hereunder or under the Chapter 11 Plan.
The Commitment Premium, the Reimbursed Fees and Expenses,
the Ducera Financing Fee and the Moelis Fee shall constitute
allowed super-priority administrative expense claims of the
Debtors’ estate under sections 503(b) and 507 of the Bankruptcy
Code, junior only to the DIP Loans.
The Subscription Agreement shall contain a customary
indemnification provision in favor of the Commitment Parties and
their affiliates, equity holders, members, partners, general partners,
managers and its and their respective representatives and
controlling persons from and against any and all losses, claims,
damages, liabilities and costs and expenses arising out of a claim
asserted by a third party arising out of or in connection with the
Equity Commitment Letter, this Term Sheet or the Subscription
Agreement or the transactions contemplated hereby and thereby.
Certain Key Terms and Provisions of the Revised Debt Commitment Letter 6. Certain key terms and provisions of the Revised Debt Commitment Letter are summarized as follows.9
Table 2 on page 12. Back to List of Tables
Summary of Material Terms of Revised Debt Commitment Letter None
Issuer Grupo Aeroméxico, S.A.B. de C.V., a sociedad anónima bursátil
de capital variable organized under the laws of Mexico or any
successor thereto or any entity that may be formed to, among other
things, directly or indirectly acquire substantially all of the assets
and operations of the Debtors and issue common stock to be
distributed pursuant to the Chapter 11 Plan.
Guarantors Each of the Issuer’s subsidiaries that are Debtors and certain other
subsidiaries of the Issuer that are not Debtors in the Chapter 11
Cases; provided that Guarantors shall not include, (a) immaterial
subsidiaries, (b) any subsidiary that is prohibited or restricted by
applicable law, rule or regulation or by any contractual obligation
existing on the Closing Date or at the time of acquisition thereof
after the Closing Date (and not entered into in contemplation of
9 This summary is qualified in its entirety by reference to the provisions of the Revised Debt Commitment Letter. To the extent that any discrepancies exist between the summary described in this Supplement and the terms of the Revised Debt Commitment Letter, the Revised Debt Commitment Letter shall govern.

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Summary of Material Terms of Revised Debt Commitment Letter None
such acquisition), in each case, from providing a Guarantee or
which would require governmental (including regulatory) consent,
approval, license or authorization to provide a Guarantee unless
such consent, approval, license or authorization has been received,
(c) not-for-profit subsidiaries, (d) any subsidiary of the Issuer that
is not organized in Mexico or the United States and (e) any entity
to the extent a guarantee by such entity would reasonably be
expected to result in material adverse tax consequences as
reasonably determined by the Issuer.
Notwithstanding the foregoing, additional subsidiaries may be
excluded from the guarantee requirements in circumstances where
the Issuer and the Trustee reasonably agree that the cost or other
consequences of providing such a guarantee is excessive in relation
to the value afforded thereby.
As of the Closing Date, all guarantors of the credit facilities under
the Super-priority Debtor-In-Possession Term Loan Agreement,
dated as of November 6, 2020, by and among Aeromexico, the
guarantors party thereto, the DIP lenders party thereto and UMB
Bank National Association, as administrative agent and collateral
agent shall guarantee the First Lien Notes. It is understood and
agreed that PLM shall become a Guarantor upon becoming a direct
or indirect wholly-owned subsidiary of the Issuer.
All obligations of the Issuer under the First Lien Notes will be
unconditionally guaranteed by the Guarantors, including payment
and performance under the First Lien Notes. Each guarantee shall
be a guarantee of payment and not collection.
Amount of First Lien
Notes
Senior secured first lien notes, in an aggregate original principal
amount of $762.5 million, consisting of (i) $575 million for
purposes set forth in clause (a) of Section “Purpose/Use of
Proceeds” below and (ii) $187.5 million for purposes set forth in
clause (b) of Section “Purpose/Use of Proceeds” below,
collectively to be issued as a single issuance on the Closing Date.
It is acknowledged that the amount of the First Lien Notes may be
reduced subject to the terms of the Debt Commitment Letter.
Purpose/Use of
Proceeds
The Issuer shall use the proceeds of (a) the Notes Purchase
Amount A only for the purpose of (i) repaying Tranche 1 of the
DIP Facility, (ii) certain working capital and general corporate
purposes of the Note Parties; (iii) interest, premiums, fees and
expenses payable hereunder to the holders of First Lien Notes, the
Trustee and the Collateral Agent as provided under the Definitive
Debt Documents, (iv) other transactions not prohibited by the
terms of the Definitive Debt Documents and (v) to fund cash
distributions to unsecured creditors and (b) the Notes Purchase
Amount B only for the purposes of financing the PLM Stock

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Summary of Material Terms of Revised Debt Commitment Letter None
Participation Transaction and paying the fees and expenses related
thereto.
Maturity Date The First Lien Notes will mature on the date that is five (5) years
after the issuance of the First Lien Notes on the Closing Date.
Interest Rates and Fees 8.50% payable in cash. Interest and all fees will be payable in
arrears on the basis of a 360-day year, calculated on the basis of
the actual number of days elapsed. Interest will be payable
quarterly and upon redemption.
Default Interest Rate: Automatically after the occurrence of any
Event of Default, the applicable interest rate shall be the applicable
interest rate plus 2%, which shall accrue on all overdue principal
and other Obligations and which shall be due immediately and
payable on demand; provided, however, that the Default Interest
Rate shall not exceed the maximum interest rate permitted by
applicable law.
Security and Priority The Note Parties shall grant security interests and liens in all of its
rights, title and interests in all of its property, whether real or
personal, tangible or intangible, now existing or hereafter acquired,
including, without limitation, unencumbered aircraft (subject to the
succeeding proviso), inventory, equipment, fixtures, leasehold
interests, commercial tort claims, deposit accounts, investment
property, documents, accounts, chattel paper (whether electronic or
tangible), intercompany loans, general intangibles (including
patents, trademarks and other intellectual property), instruments,
business interruption insurance, supporting obligations and
proceeds of all of the foregoing, provided that the Collateral shall
not include property that cannot be subject to liens pursuant to
applicable law, rule, contract or regulation (including any
requirement to obtain the consent (except in respect to PLM if it is
not a direct or indirect wholly-owned subsidiary of the Issuer, after
the use of commercially reasonable efforts to obtain such consent)
of any governmental authority (other than any authorization from
the Mexican Federal Agency of Civil Aeronautics to grant a
mortgage in respect of owned aircraft) or third party, unless such
consent has been obtained), or restrictions of contract (including
federal concessions or rights of use of landing and take-off in
airports in saturation conditions which were published by the
General Directorate of Civil Aeronautics on September 29, 2017
(Bases generales para la asignación de horarios de aterrizaje y
despegue en aeropuertos en condiciones de saturación publicadas
por la Dirección General de Aeronáutica Civil en el DOF el 29 de
septiembre de 2017)) existing on the Closing Date or the time of
entry of such contract (other than to the extent such restriction is
ineffective under the UCC or other applicable law); and other

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Summary of Material Terms of Revised Debt Commitment Letter None
specified excluded property to be agreed.

In addition, in no event shall any of the following be required (a)
control agreements or control or similar arrangements on accounts
located outside the United States, (b) collateral assignments of
contractual rights under agreements with the Export-Import Bank
of the United States or any other lessor of aircraft, engines or other
equipment, or (c) mortgages on fee owned real property or
leasehold property.

Notwithstanding the foregoing, once PLM becomes a direct or
indirect wholly-owned subsidiary of the Issuer, the equity interests
in PLM shall be included in the Collateral and PLM shall grant a
lien on its Collateral (other than Excluded Assets) to secure the
First Lien Notes.
Call Protection Prior to the second anniversary of the Closing Date, any
redemption of the First Lien Notes shall be subject to a T+50
make-whole.
On or after the date that is the second anniversary of the Closing
Date, the First Lien Notes may be redeemed at the following
redemption prices:
i. on the date that is the second anniversary of the Closing
Date and during the twelve-month period thereafter, at par
plus one half of coupon;
ii. one the date that is the third anniversary of the Closing
Date and during the twelve-month period thereafter, at par
plus one quarter of coupon;
iii. on the date that is the fourth anniversary of the Closing
Date and thereafter, at par

In any event, the Issuer may, at any time prior to the second
anniversary of the Closing Date, redeem up to 35% of the
aggregate principal amount of the First Lien Notes (x) with the
proceeds of new equity at a redemption price of par plus one half
of coupon or (y) with the proceeds of the incurrence of unsecured
indebtedness by the Issuer, at a redemption price of par plus one
coupon.

In addition to the applicable redemption prices described above,
the Issuer will pay accrued and unpaid interest to, but excluding,
the redemption date.
Mandatory Offer to
Repurchase
Prior to the Maturity Date, the Issuer shall make the following
mandatory offer to repurchase the First Lien Notes upon receipt by
any Note Party of net proceeds from the following (subject to
certain basket amounts to be negotiated in the Definitive Debt

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Summary of Material Terms of Revised Debt Commitment Letter None
Documents, customary reinvestment rights, and subject to
applicable repayment priorities, and provided that each holder of
First Lien Notes shall have the right to accept or reject any such
offer to repurchase in their individual discretion):

i. Asset Sales: Offer to purchase First Lien Notes in an
amount equal to 100% of the net cash proceeds of all non-
ordinary course asset sales or other dispositions of
property by the Note Parties made in reliance of the
General Disposition Basket, that are in excess of $5
million per transaction (or series of related transactions),
and subject to the right of the Issuer to reinvest 100% of
such proceeds (including to make permitted acquisitions
and other investments), if such proceeds are reinvested (or
committed to be reinvested) within 12 months and, if so
committed to be reinvested, so long as such reinvestment
is actually completed within the later of such 12 months or
180 days after such commitment, and other exceptions to
be set forth in the Definitive Debt Documentation,
including exceptions and carve outs for aircraft and other
assets where a first priority lien has been granted in favor
of a third party;
ii. Insurance Proceeds: Offer to purchase First Lien Notes in
an amount equal to 100% of the net cash proceeds of
insurance paid on account of any loss of any Collateral;
and
iii. Incurrence of Indebtedness: Offer to repurchase First Lien
Notes in an amount equal to 100% of the net cash proceeds
received from the incurrence of indebtedness by the Note
Parties that is not otherwise explicitly permitted under the
First Lien Notes.
iv. Change of Control: Offer to repurchase First Lien Notes in
an amount equal to 101% of the outstanding principal
amount of the First Lien Notes, plus all accrued and
unpaid interest thereon, upon the occurrence of a change of
control.

The Issuer shall make a mandatory offer to repurchase the Notes
Purchase Amount B in an amount equal to 101% of the
outstanding principal amount of the Notes Purchase Amount B,
plus all accrued and unpaid interest thereon, if the acquisition of
PLM is not consummated within 6 months of the Closing Date;
provided that each holder of Notes Purchase Amount B shall have
the right to accept or reject any such offer to repurchase in their
individual discretion).
Affirmative Covenants The Definitive Debt Documents shall contain affirmative
covenants customary for financings of this type, subject to

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Summary of Material Terms of Revised Debt Commitment Letter None
appropriate exceptions and qualifications to be agreed upon, and be
limited to the following:

(a) Delivery of quarterly (within 60 days after the end of the
first three fiscal quarters of each fiscal year) and annual
(within 120 days after each completed fiscal year)
financial statements, with annual financial statements
accompanied by an opinion of an independent accounting
firm;
(b) Notification to the Trustee of any Event of Default and
certain other customary material events; and
(c) Additional Guarantors and Grantors;
(d) Payment of First Lien Notes;
(e) Maintenance of registrar and paying agent;
(f) Corporate existence;
(g) Payment of taxes and other claims;
(h) Compliance certificate;
(i) Further assurances with respect to maintenance of liens on
Collateral; and
(j) Reports to holders.

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Table 1 on page 18. Back to List of Tables
Summary of Material Terms of Revised Debt Commitment Letter None
Negative Covenants To be set forth in the Definitive Debt Documentation, limited to
the following and those items listed on Annex II attached hereto,
each subject to exceptions, carve-outs and qualifications to be
agreed:

(a) Limitation on incurrence of indebtedness, with the “Ratio
Debt” incurrence provisions set forth on Annex II hereto;
(b) Limitation on liens (including exceptions for “Ratio Liens”
set forth in Annex II hereto);
(c) Limitation on sales of Collateral outside ordinary course of
business;
(d) Limitation on investments, restricted payments and
repayments and redemptions of junior lien, unsecured
and/or payment subordinated debt above a threshold to be
agreed and with more than 12 months left to maturity,
which shall allow for restricted payments under a builder
basket based on (x) 50% of cumulative Consolidated Net
Income (to be defined in the Definitive Debt
Documentation) (or, if Consolidated Net Income is a
deficit, zero for such fiscal quarter) plus (y) the greater of
$25 million and 2.5% of consolidated EBITDAR as of the
most recently ended four fiscal quarter period for which
financial statements have been delivered (and after giving
effect to any acquisition consummated concurrently
therewith and all other appropriate pro forma adjustment
events);
(e) Limitations on transactions with affiliates, subject to a
threshold of $10 million;
(f) Limitations on mergers and fundamental changes;
(g) Limitations on amendments to documents governing junior
lien, unsecured and/or payment subordinated debt; and
(h) No use of proceeds in violation of customary anti-
corruption, anti-money laundering and sanctions laws.
Events of Default Definitive Debt Documentation will include events of default usual
and customary for facilities of this type, with materiality
thresholds, baskets and other exceptions and qualifications to be
reasonably agreed, and shall be limited to the following: (i)
nonpayment of principal, interest, fees or other amounts (with a
five-day grace period for non-principal amounts); (iii) violation of
covenants (subject, in the case of certain of such covenants, to a
thirty day grace period); (iv) cross-payment default at stated
maturity and cross-acceleration to material indebtedness in an
outstanding principal amount of $50 million or more; (v)
bankruptcy or other insolvency events of the Issuer or any material
subsidiary (with a customary grace period for involuntary events);
(vi) monetary judgment defaults involving amounts of $50 million
or more; (vii) actual invalidity or invalidity asserted by the Issuer
or any Guarantor of material guarantees or security documents and

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Table 1 on page 19. Back to List of Tables
Summary of Material Terms of Revised Debt Commitment Letter None
(viii) prior to PLM becoming a direct or indirect wholly owned
subsidiary of the Issuer, the Issuer and its subsidiaries, directly or
indirectly (including through the trust owning the equity interests
of PLM or otherwise) or the directors of PLM appointed by the
Issuer or any of its subsidiaries approve, otherwise consent to or
otherwise fail to disapprove or vote against any transaction by
virtue of which PLM incurs indebtedness for borrowed money or
liens securing indebtedness for borrowed money in an aggregate
amount in excess of the greater of $50 million or 100% of PLM’s
EBITDA as of the most recently ended four fiscal quarter period
for which financial statements have been delivered.
Listing The Issuer shall use commercially reasonable efforts to list the
First Lien Notes on a securities exchange such that the First Lien
Notes are considered publicly issued under Mexican’s Income Tax
Law and to comply with any undertakings required by such
securities exchange in connection with the First Lien Notes and to
furnish to it all such information as the rules of such securities
exchange may require in connection with the listing of the First
Lien Notes.
Taxes All payments in respect of the First Lien Notes made by the Note
Parties shall be made free and clear of any taxes (other than taxes
on overall net income or franchise taxes imposed in lieu of net
income taxes), imposts, levies, duties, charges, fees, assessments,
withholdings (including backup withholding) or other deductions
whatsoever, except as required by law. If any such Taxes are so
imposed on any payments in respect of the First Lien Notes, the
Note Parties shall withhold or deduct such Taxes, as applicable,
and remit the full amount of such Taxes to the corresponding tax
authorities and, with respect to such Taxes imposed by Mexico or
by a jurisdiction where the Issuer or a Guarantor is considered to
be incorporated or resident if other than Mexico, shall (subject to
customary exclusions) pay such additional amounts as may be
necessary so that every net payment of amounts due hereunder
shall be equal to the amounts that would have been receivable in
the absence of such deduction or withholding; provided that, with
respect to payments (other than payments made under the
Commitment Letter that are not treated as interest for Mexican tax
purposes, as determined by the Issuer) the Note Parties shall have
no obligation to pay such additional amounts in respect of Taxes to
the extent of the portion of such Taxes that are withheld or
deducted at a rate in excess of 10%. Holders of First Lien Notes
will furnish to the Trustee, to the extent applicable, appropriate
certificates or other evidence of exemption from U.S. federal tax
withholding and reduction of Mexican withholding tax under any
applicable tax treaty.
The parties will agree on the appropriate tax treatment of the

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Table 1 on page 20. Back to List of Tables
Summary of Material Terms of Revised Debt Commitment Letter None
contemplated transactions and will use commercially reasonable
efforts to ensure that the Issuer and each holder of First Lien Notes
(whether on its own behalf or that of its direct or indirect owners)
has sufficient information to timely and accurately satisfy its tax
reporting obligations in respect of the contemplated transactions.
The parties will agree that upon a change in tax law that is adverse
to the Issuer, the First Lien Notes may be redeemed, in whole or in
part, in each case, at the option of the Issuer, at par and without
premium or penalty, upon three business days’ notice.
Rating The Issuer shall use commercially reasonable efforts to obtain, at
the expense of the Note Parties, public ratings (but no specific
ratings) of the First Lien Notes from Moody’s and S&P within 45
days after the Closing Date.
Governing Law and
Jurisdiction
State of New York (and, to the extent applicable, the Bankruptcy
Code), other than collateral documents governed by Mexican law,
which shall be governed by Mexican law.
7. As more fully set forth in the Exit Financing Motion, the Exit Financing is critical to the Debtors’ emergence from chapter 11, as it provides the necessary financing to consummate the Chapter 11 Plan and fund the Debtors’ capital needs post-emergence. The Revised Exit Financing Documents provide for sufficient exit financing for the Debtors to successfully emerge from Chapter 11 and also resolve several other complex matters with broad stakeholder support, which will allow the Debtors to continue towards a more consensual and expeditious Plan confirmation. Put simply, this is the only viable path forward for the Debtors to exit these cases positioned for success. 8. The Debtors respectfully submit that their acceptance and execution of the Revised Exit Financing Documents are a valid exercise of business judgment, reasonable and justified under the circumstances, and should be approved.

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Notice 9. Notice of this Supplement 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 the Exit Financing Motion and this Supplement. The Debtors respectfully submit that no further notice is required. 10. The new hearing date and objection deadline for the Motion shall be announced in a subsequent filing by the Debtors. [Remainder of Page Intentionally Left Blank]

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WHEREFORE, the Debtors respectfully request that the Court grant the relief requested in the Exit Financing Motion and herein, and such other and further relief as the Court deems just and proper. Dated: November 19, 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

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Exhibit A Equity Commitment Letter

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November [ ], 2021 Grupo Aeroméxico S.A.B. de C.V. Av. Paseo de la Reforma 243, piso 25 Cuauhtémoc, Mexico City, Mexico, 06500 Attention: Mr. Andrés Conesa Labastida, CEO Mr. Ricardo Javier Sánchez Baker, CFO Email: aconesa@aeromexico.com rsbaker@aeromexico.com with a copy to: Sainz Abogados, S.C. Boulevard Manuel Ávila Camacho 24, piso 21 Lomas de Chapultepec, C.P. 11000 Ciudad de México, México Attention: Alejandro Sainz Orantes Santiago Alessio Robles Email: asainz@sainzmx.com salessiorobles@sainzmx.com with a copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: Timothy Graulich Leo Borchardt Email: timothy.graulich@davispolk.com leo.borchardt@davispolk.com Re: Equity Commitment Letter Ladies and Gentlemen: Reference is hereby made to the chapter 11 bankruptcy cases, lead Case No. 20-11563 (SCC) (the “Chapter 11 Cases”), currently pending before the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), in which Grupo Aeroméxico, S.A.B. de C.V. (“Grupo” or “you”) and certain of its direct and indirect subsidiaries (collectively with Grupo, the “Debtors” and each, a “Debtor”) are debtors. Reference is further made to that certain equity exit financing term sheet attached hereto as Exhibit A (together with all exhibits thereto, the “Term Sheet”), which sets forth the material terms and conditions of (i) a proposed issuance of New Shares (the “Equity Financing”), (ii) the definitive subscription agreement for the New Shares to be entered into between the Debtors and the Commitment Parties (as defined below), in form and substance consistent with the Term Sheet and otherwise acceptable to the Debtors and the Required Commitment Parties pursuant to the consent rights set forth in the Term Sheet (the “Subscription Agreement”), and (iii) a Chapter 11 plan of reorganization of the Debtors to be filed

24

with the Bankruptcy Court (as such plan shall be amended and revised to reflect the provisions set forth in the Term Sheet, and as may be further amended, revised and supplemented from time to time pursuant the consent rights contained in the Term Sheet, the “Chapter 11 Plan”) to implement the reorganization of the Debtors on the terms and conditions set forth in the Term Sheet and otherwise reasonably acceptable to the Debtors, Delta Air Lines, Inc. (“Delta”), and the Required Commitment Parties, and subject to such other consent rights set forth in the Term Sheet. Capitalized terms used in this commitment letter (this “Commitment Letter”) but not otherwise defined shall have the meanings ascribed to them in the Term Sheet. 1. In connection with the foregoing, each of the undersigned (each, and, subject to the prior written consent (email being sufficient) of the Required Commitment Parties, any other party that executes a joinder to this Commitment Letter in the form attached as Exhibit B hereto, a “Commitment Party” and collectively, the “Commitment Parties”) hereby agrees as follows: (a) Subject to the terms and conditions herein, in the Term Sheet and the Subscription Agreement, including the payment of the Commitment Premium, each Commitment Party, on behalf of itself and its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, hereby severally, and not jointly, agrees to subscribe for and purchase for cash on the Effective Date an amount of New Shares, at the Price Per Share, with an aggregate purchase price up to the equity commitment amount set forth opposite such Commitment Party’s name on Schedule 1 hereto (collectively, the “Commitments”, individually, with respect to each such Commitment Party, a “Commitment”). (b) Each Commitment Party, on behalf of itself and its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, will satisfy its respective Commitment by funding its respective Commitment obligations in accordance with the terms and subject to the conditions in the Term Sheet and to be set forth in the Subscription Agreement and in the Plan Documents (as defined below) governing the Equity Financing and the Commitments. (c) Each Commitment Party, on behalf of itself and its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, hereby agrees to negotiate in good faith and use commercially reasonably efforts to execute the Subscription Agreement on terms consistent with the Term Sheet. (d) Each Commitment Party, on behalf of itself and its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, hereby agrees, subject to receipt by such Commitment Party of a disclosure statement with respect to the Chapter 11 Plan (including all exhibits and schedules thereto) (the “Disclosure Statement”) and related solicitation materials that have been approved by the Bankruptcy Court, to (i) vote or cause to be voted all Interests (as defined in the Chapter 11 Plan) in and claims (as such term is defined in section 101(5) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as it may be amended from time to time, “Claims”) against the Debtors, including Claims with respect to those 7.000% senior notes due 2025 (the “Notes”), issued pursuant to that certain Indenture, dated as of February 5, 2020, by and among Aerovías de Mexico, S.A. de C.V., as issuer, Grupo, as guarantor, and the Bank

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of New York Mellon, as trustee, transfer agent, registrar and paying agent (such Claims against the Debtors with respect to the Notes, “Notes Claims”), held by such Commitment Party and its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, to accept the Chapter 11 Plan by delivering duly executed and completed ballots accepting the Chapter 11 Plan on a timely basis and (ii) refrain from changing, revoking or withdrawing (or causing such change, revocation or withdrawal of) such vote; provided, that such Commitment Party shall only be obligated to vote or cause to be voted its Notes Claims to accept the Chapter 11 Plan pursuant to this Section 1(d), and shall not change, revoke or withdraw such vote, if the Chapter 11 Plan provides for recoveries on account of the Notes Claims in accordance with clause (i) contained within the section of the Term Sheet entitled “Certain Creditor Recoveries” or such recoveries as otherwise agreed by the Required Noteholder Investors; provided, further, that such vote of a Commitment Party shall be immediately revoked by such Commitment Party and deemed void ab initio upon (y) the date that this Commitment Letter is terminated as to such Commitment Party other than due to the entry into the Subscription Agreement pursuant to Section 6(a) of this Commitment Letter or (z) the Outside Date (as defined below), if the Subscription Agreement is not entered into by the Debtors and the Commitment Parties on or prior to the Outside Date. (e) Each Commitment Party, on behalf of itself and its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, hereby agrees, to act in good faith and use commercially reasonable efforts to take all actions that are reasonably necessary or appropriate (including as may be reasonably requested by the Debtors), and all actions required by the Bankruptcy Court, to support and achieve confirmation and consummation of the Chapter 11 Plan and consummation of all transactions and implementation steps provided for or contemplated in this Commitment Letter and the Chapter 11 Plan; provided, that nothing in this Section 1(e) shall be deemed to modify any consent rights of any Commitment Party contained in the Term Sheet. (f) Each Commitment Party, on behalf of itself and its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, hereby agrees, not to directly or indirectly, through any Person, (i) seek, solicit approval or acceptance of, encourage, propose, file, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of or vote for, any Alternative Transaction, including, without limitation, any other plan of reorganization that is not the Chapter 11 Plan or (ii) object to or otherwise take any action that could reasonably be expected to prevent, interfere with, delay, impede, or postpone the solicitation and approval of the Disclosure Statement or the solicitation of acceptances, confirmation, consummation, or implementation of the Chapter 11 Plan or the transactions contemplated in the Chapter 11 Plan and this Commitment Letter; provided, that nothing in this Section 1(f) shall be deemed to modify any consent rights of any Commitment Party

26

contained in the Term Sheet. (g) (i) Each Commitment Party, on behalf of itself and its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, hereby agrees not to (and to cause any of its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, including for the avoidance of doubt any of its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, that (x) is not a Commitment Party and (y) holds Claims against or Interests in the Debtors (the “Company Claims/Interests”), not to sell, contract to sell, give, transfer, convey, assign, pledge, hypothecate, participate, donate, grant a security interest in (except for blanket security interests of lenders to any of the Commitment Parties), offer, sell any option or contract to purchase or otherwise encumber or dispose of, directly or indirectly (“Transfer”), any ownership, economic, voting or other rights (including any beneficial ownership as defined in the Rule 13d-3 under the Securities Exchange Act of 1934, as amended), including by granting any proxies, depositing any Company Claims/Interests into a voting trust or entering into a voting agreement with respect to any Company Claims/Interests, in any Company Claims/Interests to any affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest, unless (i) the transferee executes and delivers to counsel to the Debtors and counsel to the Commitment Parties, at or before the time of the proposed Transfer, a joinder to Sections 1(d), 1(e), 1(f) and 1(g) of this Commitment Letter agreeing in writing to be bound by the terms of thereof, in the form attached hereto as Exhibit C, or (ii) the transferee is a Commitment Party and the transferee provides notice of such Transfer (including the amount and type of Company Claims/Interests Transferred) to counsel to the Debtors and counsel to the Commitment Parties at or before the time of the proposed Transfer; provided that upon any such Transfer to a Commitment Party, such Transferred Company Claims/Interests shall automatically be deemed to be subject to Sections 1(d), 1(e), 1(f) and 1(g) of this Commitment Letter. Any Transfer of Claims or Interests in violation of this Section 1(g) shall be void ab initio and the Debtors shall have the right to enforce the voiding of such Transfer. (ii) This Commitment Letter shall in no way be construed to preclude the Commitment Parties from acquiring additional Company Claims/Interests; provided, however, that (a) such additional Company Claims/Interests shall automatically and immediately upon acquisition by a Commitment Party be deemed subject to the terms of this Commitment Letter (regardless of when or whether notice of such acquisition is given to counsel to the Debtors or counsel to the Commitment Parties) and (b) such Commitment Party must provide notice of such acquisition (including the amount and type of Company Claims/Interests acquired) to counsel to the Debtors and counsel to the Commitment Parties within three (3) business days of such acquisition. Notwithstanding anything to the contrary in this Section 1(g), the restrictions on Transfer set forth in this Section

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1(g) shall not apply to the grant of any liens or encumbrances on any Company Claims/Interests in favor of a bank or broker-dealer holding custody of such Company Claims/Interests in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such Company Claims/Interests. (iii) Notwithstanding the above, a Qualified Marketmaker (as defined below) that acquires any Company Claims/Interests with the purpose and intent of acting as a Qualified Marketmaker for such Company Claims/Interests shall not be required to execute and deliver a joinder (as provided in Section 1(g)(i)) in respect of such Company Claims/Interests if (a) such Qualified Marketmaker subsequently transfers such Company Claims/Interests (by purchase, sale assignment, participation, or otherwise) within five (5) business days of its acquisition to a transferee that is an entity that is not an affiliate, affiliated fund, or affiliated entity with a common investment advisor of the Qualified Marketmaker; (b) the transferee otherwise is a permitted transferee under Section 1(g)(i); and (c) the Transfer otherwise is a permitted Transfer under Section 1(g)(i). To the extent that a Commitment Party is acting in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, assignment, participation, or otherwise) any right, title or interests in Company Claims/Interests that such Qualified Marketmaker acquires from a holder of the Company Claims/Interests who is not a Commitment Party without the requirement that the transferee be a permitted transferee under Section 1(g)(i). For purposes of this Section 1(g), a “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Company Claims/Interests (or enter with customers into long and short positions in Company Claims/Interests), in its capacity as a dealer or market maker in Company Claims/Interests and (b) is, in fact, regularly in the business of making a market in Company Claims/Interests against issuers or borrowers (including debt securities or other debt). Notwithstanding anything herein to the contrary, and for the avoidance of doubt, the agreements and obligations of the Commitment Parties in this Commitment Letter shall not be effective and binding as to the Commitment Parties until Grupo has delivered a duly executed counterpart to this Commitment Letter. 2. Grupo hereby agrees to (and to cause the Company, including the other Debtors, to): (a) negotiate in good faith and use commercially reasonable efforts to execute the Subscription Agreement on terms consistent with the Term Sheet; and (b) subject to the terms and conditions herein, in the Term Sheet and the Subscription Agreement, (i) support and take all steps reasonably necessary and desirable to consummate the Equity Financing in accordance with the Term Sheet and the Subscription Agreement and (ii) file, seek entry of and use commercially reasonable efforts to obtain entry of the Exit Financing Approval Order (which shall be consistent with the terms and conditions provided in this Commitment Letter and the Term Sheet) approving, among other things, the entry into the Subscription Agreement and the payment of all fees

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and expenses contemplated by the Term Sheet and the Subscription Agreement, including the Commitment Premium, in each case prior to the Outside Date (as defined below). 3. The obligations of Grupo (on behalf of itself and the other Debtors) to consummate the Equity Financing and the Commitment Parties to fulfill their Commitments hereunder shall be subject to, among other things (i) the negotiation, execution and delivery of the Subscription Agreement and such other definitive agreements for the Equity Financing and the Chapter 11 Plan, including, without limitation, the Definitive Documentation and any other commitment agreements, purchase agreements, revised corporate bylaws of Reorganized Grupo and other similar agreements and documentation required to be entered into on the Effective Date under the terms of the Chapter 11 Plan (collectively, the “Plan Documents”), (ii) receipt of any governmental, contractual, regulatory or other consents or approvals reasonably necessary to consummate the Equity Financing and the other transactions contemplated by the Term Sheet and the Chapter 11 Plan and (iii) the Debtors refinancing or otherwise retiring (by way of a conversion into equity or otherwise) all of the loans and claims arising under that certain term loan agreement, entered into as of November 6, 2020 (the “DIP Credit Agreement”), by and among Grupo, as borrower, the Guarantors party thereto, the DIP Lenders party thereto and UMB Bank National Association, as Administrative Agent and Collateral Agent (each as defined in the DIP Credit Agreement). 4. The proceeds of the Equity Financing will be used solely as contemplated by the Subscription Agreement and the Chapter 11 Plan. Notwithstanding anything to the contrary in this Commitment Letter, the Commitment Parties shall not be obligated to contribute to, purchase equity or debt of, or otherwise provide funds to Reorganized Grupo in any amount in excess of their respective Commitment (the “Cap”). Under no circumstances shall this Commitment Letter be enforced without giving full and absolute effect to the Cap. 5. The obligation of the Commitment Parties to fund the Equity Financing is subject to: (a) entry into the Subscription Agreement by each of the Commitment Parties and each of the Debtors; (b) the Chapter 11 Plan and the Debtors’ entry into the Subscription Agreement shall have been approved by the Bankruptcy Court and such approval shall be in full force and effect; (c) the satisfaction or waiver of each of the conditions precedent set forth in the Subscription Agreement, in each case in accordance with the terms thereof; and (d) solely with respect to Delta, approval of the Equity Financing by Delta’s Board of Directors (the “Delta Board Approval”). 6. (a) Except for Section 8 of this Commitment Letter, which Section 8 shall survive in accordance with its terms, this Commitment Letter shall automatically terminate in the event that the Debtors and the Commitment Parties enter into the Subscription Agreement. (b) Additionally, this Commitment Letter may be terminated (v) with respect to the Claimholder Investors, by Claimholder Investors holding, in the aggregate, at least

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a majority of the Commitments then held by the Claimholder Investors (the “Required Claimholder Investors”), (w) with respect to each BSPO Investor, by the applicable BSPO Investor, (x) with respect to each Other Commitment Party, by the applicable Other Commitment Party, (y) with respect to the Noteholder Investors, by Noteholder Investors holding, in the aggregate, a least a majority of the Commitments then held by the Noteholder Investors (the “Required Noteholder Investors”) and (z) with respect to Delta, by Delta, in each case, by delivery to Grupo of a written notice (email being sufficient) in accordance with Section 18(a), upon the occurrence of any of the following events, unless, in each case, the deadlines set forth below are extended by mutual written agreement (email being sufficient) of the BSPO Investors and the Required Noteholder Investors delivered to Grupo: (i) the Bankruptcy Court does not enter the Exit Financing Approval Order on or prior to December 1, 2021 (subject to an automatic extension solely to the minimum extent required by Bankruptcy Court availability); or (ii) the Subscription Agreement is not entered into by the Debtors and the Commitment Parties on or prior to December 3, 2021 (the “Outside Date”). For the avoidance of doubt, the termination of this Commitment Letter in accordance with its terms by the Required Claimholder Investors as to the Claimholder Investors, the Required Noteholder Investors as to the Noteholder Investors, any BSPO Investor, any Other Commitment Party or Delta, as applicable, shall terminate all obligations of such Claimholder Investors, Noteholder Investors, BSPO Investors, Other Commitments Parties or Delta, as applicable, and their affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such party, as applicable, except as provided for in the Term Sheet. Upon notice of termination delivered by any of the Commitment Parties to Grupo as set forth in this Section 6(b), Grupo shall provide prompt notice to the other Commitment Parties as to such termination by any applicable Commitment Party. 7. Representations and Warranties. (a) Each Commitment Party hereby represents and warrants, on a several (not joint and several) basis and solely as to itself, that (i) it has all limited partnership, corporate or other power and authority necessary to execute, deliver and perform this Commitment Letter, (ii) the execution, delivery and performance of this Commitment Letter by it has been duly and validly authorized and approved by all necessary limited partnership, corporate or other organizational action by it (other than, solely with respect to Delta, the Delta Board Approval), (iii) this Commitment Letter has been duly and validly executed and delivered by it and, assuming due execution and delivery by the other parties hereto, constitutes a valid and legally binding obligation of it, enforceable against it in accordance with the terms of this Commitment Letter, (iv) the execution, delivery and performance by such Commitment Party of this Commitment Letter do not (x) violate the organizational documents of such Commitment Party or (y) violate any applicable law or judgment, (v) if applicable, as of the Effective Date, its Commitment is less than the maximum amount that it or any of its affiliates that may provide the Commitment is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise, (vi) it

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will have, or its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, that may provide the Commitment will have, in the aggregate, as of the Effective Date, available funds at least in the sum of its Commitment hereunder and (vii) it is the beneficial owner of the amount of Company Claims/Interests identified below its name on its signature page hereof and in the amounts set forth therein, or is the nominee, investment manager, adviser, or sub-adviser for beneficial holders of such Company Claims/Interests, as reflected on its signature block to this Agreement. (b) Grupo hereby represents and warrants that (i) it has all corporate power and authority necessary to execute, deliver and perform this Commitment Letter, (ii) the execution, delivery and performance of this Commitment Letter by it has been duly and validly authorized and approved by all necessary corporate action by it, (iii) this Commitment Letter has been duly and validly executed and delivered by it and, assuming due execution and delivery by the other parties hereto, constitutes a valid and legally binding obligation of it, enforceable against Grupo in accordance with the terms of this Commitment Letter, and (iv) the execution, delivery and performance by Grupo does not (x) violate the organizational documents of the Company or (y) violate any applicable law or judgment. 8. Indemnification. (a) Whether or not the transactions contemplated hereby, in the Subscription Agreement or in the Chapter 11 Plan are consummated, Grupo (or, to the extent Grupo does not meet its obligations under this Section 8(a), the other Debtors) hereby agrees to indemnify and hold harmless each of the Commitment Parties, their affiliates and each of its and their respective stockholders, equity holders, members, partners, managers, officers, directors, employees, attorneys, accountants, financial advisors, consultants, agents, advisors and controlling persons (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, imposed on, sustained, incurred or suffered by, or asserted against, any Indemnified Party as a result of or arising out of or in any way related to, directly or indirectly, this Commitment Letter, the Subscription Agreement or any of the other Definitive Documentation, the Commitments or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Party is a party thereto and whether or not any such claim, litigation, investigation or proceeding is brought by Grupo or any of its affiliates or other related parties, and to reimburse each such Indemnified Party for the reasonable and documented legal or other out-of-pocket costs and expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing; provided, that the foregoing indemnification will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or expenses to the extent that they have resulted from the willful misconduct or gross negligence of, or material breach of obligations under this Commitment Letter, the Subscription Agreement or the Definitive Documentation by, such Indemnified Party or any of such Indemnified Party’s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives or successors of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision).

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(b) None of the Indemnified Parties, Grupo, or their respective directors, officers, employees, advisors, and agents shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Subscription Agreement or the transactions contemplated hereby; provided, that nothing contained in this sentence shall limit Grupo’s indemnity obligations to the extent set forth in Section 8(a). (c) Grupo shall not be liable for any settlement of any claim, litigation, investigation or proceeding if the amount of such settlement was effected without Grupo’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with Grupo’s written consent or if there is a final judgment for the plaintiff in any such claim, litigation, investigation or proceeding, Grupo agrees to indemnify and hold harmless each Indemnified Party from and against any and all liabilities and related expenses by reason of such settlement or judgment in accordance with the terms of Section 8(a) above. (d) The terms set forth in this Section 8 shall survive termination of this Commitment Letter and shall remain in full force and effect regardless of whether the transactions contemplated hereby or by the Subscription Agreement or the Chapter 11 Plan are consummated. 9. Disclosures; Confidentiality. (a) Grupo shall use good faith and commercially reasonable efforts to provide drafts to counsel to the Commitment Parties of any press releases, public filings (including any filings made with the Mexican Securities Exchange Market (Bolsa Mexicana de Valores) (“BMV”), public announcements or communications with any news media or to the public generally, that constitute disclosure of the existence or terms of this Commitment Letter (or any amendment to the terms of this Commitment Letter) or the transactions contemplated hereby (including the Term Sheet), within a reasonable time (and in any event not less than two (2) calendar days (it being understood that such period may be shortened to the extent there are exigent circumstances that require such press release, public filing, public announcement or communication to be made to comply with applicable laws)) prior to making or filing any such press release, public filing, public announcement or communication and shall (x) provide to such counsel a reasonable opportunity to review and provide comments on and (y) consult in good faith with such counsel regarding the form and substance of, any such proposed press release, public filing, public announcement or communication. Grupo and its advisors shall not (and shall cause the other Debtors and the Company not to) (a) use the name of any Commitment Party, or other identifying information about any Commitment Party, in any press release, public filing, public announcement or communications or filing with the BMV or other means of disclosure without such Commitment Party’s prior written consent (which consent may be granted or withheld in such Commitment Party’s sole discretion) (email being sufficient) and (b) except as required by applicable law or otherwise permitted under the terms of any other agreement between the Company and any Commitment Party, disclose to any person (including, for the avoidance of doubt, any other party), other than advisors to the Company who need to know for purposes of the transactions contemplated by this Commitment

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Letter (including the Term Sheet), subject to any confidentiality agreement between the Company and any Commitment Party, the Commitments, name, or notice information of, or amount of Company Claims/Interests held by, any of the Commitment Parties without such Commitment Party’s prior written consent (email being sufficient), and the Company acknowledges and agrees that it may not disclose such information provided by a Commitment Party contained on Schedule 1 attached hereto or such Commitment Party’s signature page (including a signature page to any joinder to this Commitment Letter), as applicable, and further agrees that it shall redact such information from the applicable signature pages (including signature pages to any joinder to this Commitment Letter), exhibits or schedules before filing any pleading with the Bankruptcy Court (provided, that the Commitments may be filed in unredacted form with the Bankruptcy Court under seal) and from “closing sets” or other representations of the fully executed Commitment Letter; provided, however, that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing party shall afford the relevant Commitment Party a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure and (ii) the foregoing shall not prohibit the disclosure of the aggregate Commitments made by all the Commitment Parties, collectively. Notwithstanding the provisions in this Section 9, any party may disclose, only to the extent consented to in writing (email being sufficient) by a Commitment Party, such Commitment Party’s individual holdings of Claims, Interests or Commitment amount. Nothing contained herein shall be deemed to waive, amend or modify the terms of any confidentiality agreement between the Company and any Commitment Party. (b) Each Commitment Party hereby (i) represents that its obligations under its confidentiality agreement with Grupo (each such confidentiality agreement between the applicable Commitment Party and Grupo, a “Confidentiality Agreement”), if any, shall continue in accordance with the terms of the applicable Confidentiality Agreement and (ii) covenants that it shall comply with the terms of the applicable Confidentiality Agreement. 10. The assignment of this Commitment Letter and any of the rights, interests or obligations under this Commitment Letter by a Commitment Party shall be governed by the provisions set forth under the caption “Transferability of Commitments” in the Term Sheet, mutatis mutandis. Grupo may not assign this Commitment Letter or any of its rights, interests or obligations under this Commitment Letter without the prior written consent of the Required Commitment Parties. 11. Each of Grupo and the Commitment Parties hereby agree that irreparable damage would occur if any provision of this Commitment Letter were not performed in accordance with the terms hereof and that each of the parties hereto shall be entitled to an injunction or injunctions without the necessity of posting a bond or proving the inadequacy of money damages to prevent breaches of this Commitment Letter or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Unless otherwise expressly stated in this Commitment Letter, no right or remedy described or provided in this Commitment Letter is intended to be exclusive or to preclude a party hereto from pursuing other rights and remedies to the extent available under this Commitment Letter, at law or in equity.

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12. This Commitment Letter, including all exhibits (including the Term Sheet) and schedules hereto, constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and replaces and supersedes all prior agreements and understandings (written and oral) between the parties hereto with respect to the subject matter hereof and shall become effective and binding upon the mutual exchange of fully executed counterparts by each of the parties hereto. 13. This Commitment Letter may be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. Each party agrees that any Electronic Signature (including, without limitation, facsimile or .pdf) shall be valid and binding on each party to the same extent as a manual, original signature, and that this Commitment Letter entered into by Electronic Signature, will constitute a legal, valid and binding obligation enforceable against each party in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Grupo of a manually signed paper agreement which has been converted into electronic form (such as scanned into PDF format), or an electronically signed agreement converted into another format, for transmission, delivery and/or retention. This Commitment Letter in the form of an Electronic Record, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 U.S.C. §7006, as it may be amended from time to time. 14. THIS COMMITMENT LETTER IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State of New York, Borough of Manhattan, each of the parties hereby agrees that, so long as the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Commitment Letter. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Commitment Letter, to the extent possible, in the Bankruptcy Court, and solely in connection with claims arising under this Commitment Letter: (i) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court; (ii) waives any objection to laying venue in any such action or proceeding in the Bankruptcy Court; and (iii) waives any objection that the Bankruptcy Court is an inconvenient forum or does not have jurisdiction over any party hereto. 15. EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY JURISDICTION IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THIS COMMITMENT LETTER, WHETHER IN CONTRACT, TORT OR OTHERWISE. 16. The confidentiality, indemnification, jurisdiction, governing law, no fiduciary duty, waiver of jury trial and venue provisions contained herein shall remain in full force and effect notwithstanding the termination of this Commitment Letter; provided, that except as provided in Section 6, the obligations under this Commitment Letter shall automatically terminate and be

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superseded by the provisions of the Subscription Agreement upon the execution thereof by all parties thereto. 17. If any provision of this Commitment Letter is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Commitment Letter will remain in full force and effect. Any provision of this Commitment Letter held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 18. All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice): (a) if to Grupo, to the address set forth at the beginning of this Commitment Letter; (b) if to a Commitment Party that is a Noteholder Investor, to the address set forth on the signature page for such Commitment Party, with a copy, which shall not constitute notice, to: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Attn: David Botter, Jason Rubin, Meng Ru and Alan J. Feld Email: dbotter@akingump.com jrubin@akingump.com mru@akingump.com ajfeld@akingump.com (c) if to a Commitment Party that is a BSPO Investor, to the address set forth on the signature page for such Commitment Party, with a copy, which shall not constitute notice, to: Milbank LLP 55 Hudson Yards New York, NY 10003 Attn: Dennis F. Dunne, Andrew M. Leblanc, and Matthew L. Brod Email: ddunne@milbank.com aleblanc@milbank.com mbrod@milbank.com (d) if to a Commitment Party that is a Claimholder Investor, to the address set forth on the signature page for such Commitment Party, with a copy, which shall not constitute notice, to: Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Attn: Scott Greenberg, Matthew Williams, Joshua Brody

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Email: sgreenberg@gibsondunn.com mjwilliams@gibsondunn.com jbrody@gibsondunn.com (e) if to any Other Commitment Party or any other person that becomes a Commitment Party pursuant to a joinder, to the address set forth on the signature page for such party (including on the signature page to a joinder); (f) if to the Mexican Investors, to the address set forth on the signature page for such party; and (g) if to Delta, to the address set forth on the signature page for such Commitment Party, with a copy, which shall not constitute notice, to: Hughes Hubbard & Reed LLP One Battery Park Plaza New York, NY 10004 Attn: Kathryn A. Coleman Jeffrey S. Margolin Email: katie.coleman@hugheshubbard.com jeff.margolin@hugheshubbard.com Any notice given by delivery, mail, or courier shall be effective when received. 19. The parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent practicable) in respect of all matters concerning the implementation and consummation of the transactions contemplated hereby. 20. Except as expressly provided in this Commitment Letter, (a) nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each party to protect and preserve its rights, remedies and interests, including claims against or interests in Grupo, any other of the Debtors or other parties, or its full participation in the Chapter 11 Cases, and (b) the parties each fully preserve any and all of their respective rights, remedies, claims and interests upon a termination of this Commitment Letter. Nothing provided in this Commitment Letter shall alter, amend, or modify any other agreement or contractual commitment between a Commitment Party and any Debtor. Any such agreements or contractual commitments shall remain in full force and effect and shall only be altered, amended, or modified as provided for in the Term Sheet. 21. This Commitment Letter may not be amended, modified, supplemented or waived except in writing signed by each of the parties hereto; provided, however, that the consent of a party (or the Required Commitment Parties or Majority Claimholders, as applicable) to amend, modify, supplement or waive any provision of this Commitment Letter (including the Term Sheet) shall not be required to the extent such party’s consent rights are limited as set forth in the Term Sheet with respect to the provision being modified, amended, supplemented or waived; and provided further, that the deadlines set forth in Section 6(b) may be extended by email agreement by counsel to the applicable parties as set forth hereunder. This Commitment Letter may be

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executed in any number of counterparts, each of which will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of this Commitment Letter by email or portable document format (PDF) will be effective as delivery of a manually executed counterpart of this Commitment Letter. 22. Notwithstanding anything that may be implied in this Commitment Letter, each party hereto acknowledges and agrees that no person other than the Commitment Parties (and their permitted assigns) shall have any obligation hereunder (subject to the limitations provided herein) or in connection with the transactions contemplated hereby (including the Term Sheet). For avoidance of doubt, the Indemnified Parties are intended third party beneficiaries of Section 8. 23. Each party hereto confirms that it has made its own decision to execute this Commitment Letter and enter into the transactions contemplated hereby (including the Term Sheet), based upon its own independent assessment of documents and information available to it, as it has deemed appropriate. 24. The words “hereof,” “herein” and “hereunder” and words of like import used in this Commitment Letter shall refer to this Commitment Letter as a whole and not to any particular provision of this Commitment Letter. References to any sections, exhibits and schedules are to such sections, exhibits and schedules of this Commitment Letter unless otherwise specified. All exhibits and schedules annexed hereto or referred to herein (including any exhibits, schedules or attachments thereto) are hereby incorporated in and made a part of this Commitment Letter as if set forth in full herein. Any singular term in this Commitment Letter shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Commitment Letter, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. 25. Notwithstanding anything to the contrary herein, nothing in this Commitment Letter shall create any additional fiduciary duties on the part of any of the parties hereto or any members, managers or officers of any of the parties hereto or their affiliated entities, in such person’s or entity’s capacity as a member, manager or officer of any of the parties hereto or their affiliated entities that such entities did not have prior to the execution of this Commitment Letter. Solely by virtue of entering this into Commitment Letter, none of the Commitment Parties shall have any fiduciary duty or other duties or responsibilities to each other, any of the Debtors, or any of the Debtors’ subsidiaries or affiliates, creditors or other stakeholders. No prior history, pattern or practice of sharing confidence among or between any of the Commitment Parties and/or the Debtors or any of their subsidiaries or affiliates shall in any way affect or negate this understanding and agreement. For the avoidance of doubt: (a) each Commitment Party is entering into this Commitment Letter directly with Grupo and not with any other Commitment Party, (b) no other Commitment Party shall have any right to bring any action against any other Commitment Party with respect to this Commitment Letter (or any breach thereof) and (c) no Commitment Party shall, nor shall any action taken by a Commitment Party pursuant to this Commitment Letter, be deemed to be acting in concert or as any group with any other Commitment Party with respect to the obligations under this Commitment Letter nor shall this Commitment Letter create a presumption that the Commitment Parties are in any way acting as a group. All rights under this Commitment

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Letter are separately granted to each Commitment Party by Grupo and vice versa, and the use of a single document is for the convenience of Grupo. 26. This Commitment Letter, including the transactions contemplated herein, is the product of negotiations among the parties hereto, together with their respective representatives. Notwithstanding anything herein to the contrary, this Commitment Letter is not, and shall not be deemed to be, a solicitation of votes for the acceptance of the Chapter 11 Plan or any other plan of reorganization for the purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise. If the foregoing is in accordance with your understanding of our agreement, please indicate your acceptance of the terms of this Commitment Letter by returning to counsel to the Commitment Parties executed counterparts of this Commitment Letter. [Remainder of this page intentionally left blank]

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Sincerely, [COMMITMENT PARTY] By: ________________________ Name: Title: Amount of Claims held (if any): Type of Claim: $__________________ Type of Claim: $__________________ Amount of Interests held (if any): Type of Interest: $__________________ Type of Interest: $__________________ Address for notices: Attention: Email:

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Agreed to and Accepted this ____ day of November, 2021 GRUPO AEROMÉXICO, S.A.B. DE C.V. By: ________________________ Name: Title: By: ________________________ Name: Title:

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EXHIBIT A Equity Exit Financing Term Sheet

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EQUITY EXIT FINANCING, DIP AMENDMENT AND SETTLEMENT TERM SHEET The following term sheet (this “Term Sheet”) summarizes the principal terms and conditions of a proposed investment in Grupo Aeroméxico, S.A.B. de C.V. (“Grupo” and, together with its direct and indirect subsidiaries, the “Company”) and certain of its affiliates pursuant to a chapter 11 plan of reorganization. This Term Sheet is non-binding, and is not an express or implied offer with regard to the transactions described herein, and does not include all of the terms or conditions relating to such transactions. Any agreement with respect to the matters discussed herein shall be subject in all respect to negotiation and execution of definitive documentation. THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF ANY CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE OR ANY OTHER PLAN OF REORGANIZATION OR SIMILAR PROCESS UNDER ANY OTHER APPLICABLE LAW. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS, PROVISIONS OF THE BANKRUPTCY CODE AND/OR OTHER APPLICABLE LAWS. THIS TERM SHEET IS FOR SETTLEMENT DISCUSSION PURPOSES ONLY, SUBJECT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE. UNTIL PUBLICLY DISCLOSED WITH THE PRIOR CONSENT OF THE REQUIRED COMMITMENT PARTIES, APOLLO, DELTA, AND THE DEBTORS, THIS TERM SHEET AND THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND MAY NOT BE SHARED WITH ANY PERSON OTHER THAN THE COMMITMENT PARTIES, APOLLO, DELTA, THE MEXICAN INVESTORS AND THEIR RESPECTIVE PROFESSIONAL ADVISORS.
Table 1 on page 42. Back to List of Tables
General Terms: None
Implementation The transactions contemplated by this Term Sheet shall be implemented
through (i) the Exit Financing Approval Order (as defined below), (ii) the
DIP Credit Agreement Amendment (as defined below) and (iii) the
confirmation and effectiveness of a chapter 11 plan consistent in form and
substance with this Term Sheet and otherwise subject to the consent rights
set forth herein, and which shall provide for the settlement of all claims
between the parties hereto and the Debtors in exchange for the
consideration provided for in such plan (a “Chapter 11 Plan”, and the date
on which a Chapter 11 Plan becomes effective, the “Effective Date”).
Investors (i) Certain entities for which any of The Baupost Group, L.L.C., Silver
Point Capital, L.P. and Oaktree Capital Management, L.P. serve as
investment manager, advisor, or subadvisor, of accounts or sub-accounts
directly or indirectly under any of their management (the “BSPO
Investors”); (ii) certain of the members of the Ad Hoc Group of Senior
Noteholders represented by Akin Gump Strauss Hauer & Feld LLP that, as
applicable, serve as investment manager, advisor, subadvisor, or accounts
or sub-accounts directly or indirectly under any of their management (the
“Noteholder Investors”), each of which hold those 7.000% senior notes due
2025 (the “Notes”, and such holders, the “Noteholders”) issued pursuant to
that certain Indenture, dated as of February 5, 2020, by and among Aerovías

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de México, S.A. de C.V. (“Aerovías”), as issuer, Grupo, as guarantor, and
the Bank of New York Mellon, as trustee, transfer agent, registrar and
paying agent; (iii) certain members of the Ad Hoc Group of Unsecured
Claimholders represented by Gibson, Dunn & Crutcher LLP (together, the
“Claimholder Investors”), (iv) other entities that execute the Equity
Commitment Letter (as defined below) (the “Other Commitment Parties”);
(v) Delta Air Lines, Inc. (“Delta”), upon executing the Equity Commitment
Letter, and (vi) a group of Mexican investors consisting of Eduardo Tricio
Haro, Antonio Cosio Pando, Valentin Diez Morodo, and Jorge Esteve
Recolons (clause (vi) collectively, the “Mexican Investors”) ((i) through
(vi), collectively, the “Commitment Parties” and each of (i) through (iv),
an “Investor Group”).
Exit Financing The Commitment Parties (other than Delta and the Mexican Investors) shall
purchase or fund, as applicable, $600 million of new equity (the
“Committed Equity Amount”), which, including the Commitment
Premium (defined below), shall represent 26.9% of all New Shares issued
as of the Effective Date (before giving effect, solely to the extent
applicable, to the exercise of any Preemptive Rights (as defined below)
which any existing Grupo shareholder may be entitled to (other than any
existing shareholders that (i) are party to that certain Support Agreement
dated as of September 4, 2020 by and between Grupo, Alpage Debt
Holdings S.à r.l. and the shareholders party thereto from time to time (the
“Shareholder Support Agreement”) or (ii) have otherwise waived their
Preemptive Rights) and concurrently with the issuance of the New Shares)
and subject to pro rata dilution on account of the MIP (as defined below)
(such aggregated dilution as described in this parenthetical, and in respect
of any future equity issuances that may be consummated by Grupo after the
Effective Date, collectively, the “Specified Dilution”)), consisting of single
series shares (Serie Unica) (the “Serie Unica Shares”) or, in the event that,
with the prior approval of the Required Commitment Parties, Apollo (as
defined below) and Delta, the existing foreign investment authorization (if
required) and the bylaws of Grupo are amended, in compliance with
applicable Mexican law, to contemplate different series of shares, “N”
shares with limited voting rights (“Series N Shares”) no worse in any
respect than the corresponding rights currently set forth in the bylaws of
Grupo for ordinary shares classified as “neutral,” and “O” shares with full
voting rights (“Series O Shares”), providing for the Minimum Ownership
Requirements (as defined below) of Reorganized Grupo’s (as defined
below) common stock (each of the Serie Unica Shares, Series N Shares and
the Series O Shares, as applicable, the “New Shares”) (such financing
(constituting a capital increase in Grupo), the “Equity Financing”).

In addition, certain of the Commitment Parties (other than Delta and the
Mexican Investors) shall commit to purchase or fund, as applicable, senior
secured first lien notes in an aggregate principal amount of up to $762.5
million (the “New Debt”), the terms of which shall be set forth in a term
sheet attached to a separate debt commitment letter (the “Debt Financing
Commitment Letter”) to be delivered to the Debtors (as defined below) on
or around the date of the delivery of the Equity Commitment Letter (as
defined below) (such financing, the “Debt Financing” and, together with

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the Equity Financing, the “Financing”). Certain Commitment Parties
(other than Delta and the Mexican Investors) and/or other third party
investors may provide exit debt financing in lieu of the Debt Financing
contemplated by the Debt Financing Commitment Letter through a
syndication expected to be arranged by JPMorgan on terms reasonably
satisfactory to the Debtors, the Required Commitment Parties, Delta and
Apollo (the “Alternative Exit Debt Financing”).
Except as otherwise set forth herein, any Noteholder Investor that is a DIP
Lender1 under the DIP Credit Agreement (collectively, the “AHG DIP
Lenders”) that seeks treatment in respect of its Tranche 2 Loans other than
in cash (inclusive of the 5.0% exit fee) in accordance with the terms of the
DIP Credit Agreement (a “Non-Cash Conversion”) shall not be able to
participate in the Equity Financing or the Debt Financing. For the
avoidance of doubt, in no event shall the amount of New Shares (and the
resulting percentage equity interest in Reorganized Grupo) issued to any of
the Commitment Parties, Apollo, Delta, the Mexican Pension Fund (as
defined below) or the Mexican Investors in accordance with this Term
Sheet and the Definitive Documentation be reduced or diluted by the
amount of any New Shares issued to any AHG DIP Lender seeking
treatment in respect of its Tranche 2 Loans other than in cash (inclusive of
the 5.0% exit fee).
“Required Commitment Parties” shall mean (i) BSPO Investors then
holding at least 60% of the Commitments held by all BSPO Investors
(excluding Commitments held by any Defaulting Commitment Party (as
defined below); (ii) Noteholder Investors then holding at least 66-⅔% of
the Commitments held by all Noteholder Investors (excluding
Commitments held by any Defaulting Commitment Party); and (iii) at least
two institutions from each of the BSPO Investors and Noteholder Investors.
Allocation of the
Committed Equity
Amount
Commitments to purchase the New Shares (such equity purchase
commitments, the “Commitments”), shall be memorialized in definitive
documentation, including a commitment letter (the “Equity Commitment
Letter”) and a subscription agreement executed by the Commitment Parties
and the Company for the New Shares (the “Subscription Agreement”).
The Commitments in respect of the New Shares shall be allocated among
the Commitment Parties as follows but subject to additional detail on the
schedules to the Equity Commitment Letter and the Subscription
Agreement (the “Allocations”):
• $305.0 million of the New Shares shall be subscribed and paid for
by the BSPO Investors;
1 All terms used but not defined herein shall have the meaning ascribed to such terms in that certain $1 billion super-priority debtor- in-possession term loan agreement (the “DIP Credit Agreement”) entered into as of November 6, 2020 by and among Grupo, as Borrower, the Guarantors party thereto, the DIP Lenders party thereto and UMB Bank National Association, as Administrative Agent and Collateral Agent.

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• $175.0 million of the New Shares shall be subscribed and paid for
by the Noteholder Investors;
• $100.0 million of the New Shares shall be subscribed and paid for
by the Claimholder Investors; and
• $20.0 million of the New Shares shall be subscribed and paid for
by the Other Commitment Parties.
PLM Stock Participation
Transaction
In the event the Company determines to acquire the equity of PLM Premier,
S.A.P.I de C.V. (“PLM”) not directly or indirectly owned by Grupo or any
of its direct or indirect subsidiaries as of the Closing Date (the “PLM Stock
Participation Transaction”) after payment in full of any Tranche 2
Obligations under the DIP Credit Agreement on account of which the right
to convert such claims into equity of Reorganized Grupo has not been
exercised, up to $375,000,000 shall be available to the Debtors (as defined
below) through the Financing to be used in connection with the PLM Stock
Participation Transaction as follows:
• up to $187.5 million of the Committed Equity Amount shall be
used in connection with the PLM Stock Participation Transaction;
and
• up to $187.5 million in principal amount of New Debt in respect of
the Notes Purchase Amount B (as defined in the Debt Financing
Commitment Letter) shall be purchased by certain of the
Commitment Parties (other than Delta and the Mexican Investors),
or shall be available from the Alternative Exit Debt Financing.
Whether or not there is a PLM Stock Participation Transaction, $187.5
million from the Equity Financing shall at all times constitute part of the
Committed Equity Amount, including related to the calculation of the
Commitment Premium (as defined below), and none of the Committed
Equity Amount, the Allocations or any Commitment of any Commitment
Party shall be adjusted downward except upon the prior written consent
(with email being sufficient) of each affected Commitment Party. In the
event that there is no PLM Stock Participation Transaction, $187.5 million
from the Debt Financing shall be funded, but may be subject to repurchase
pursuant to the terms of the Debt Financing Commitment Letter to the
extent the PLM Stock Participation Transaction is not consummated.
Delta Purchase Amount In addition to the Equity Financing by the Commitment Parties (other than
Delta and the Mexican Investors), Delta shall subscribe and pay for $100
million of New Shares (the “Delta Purchase Amount”) at the Price Per
Share (as defined below). The investment shall be made by Delta pursuant
to the Subscription Agreement. In connection with this investment, Delta
shall receive the Commitment Premium in respect of the Delta Purchase
Amount.
Delta shall additionally be required to convert all fully accrued amounts of
its Tranche 2 Loans, including all PIK interest and its equity conversion

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fee2 to New Shares at Plan Equity Value (as defined below) (the “Delta
Tranche 2 DIP Conversion”).
In exchange for (i) the assumption, amendment and extension of the joint
cooperation agreement, dated May 27, 2015, by and among Aerovías de
México, S.A. de C.V. and Delta, as of the Petition Date and any
amendments, supplements or other modifications thereto through the
Effective Date (the “Delta JCA”),, and (ii) entry into a service agreement,
as mutually agreed to by Delta and the Debtors, which shall document the
continuation of the scope and level of support services Delta currently
provides in support of the joint venture and strategic alliance between Delta
and the Company (the “Delta Service Agreement”), Delta shall receive a
contract fee (the “Contract Fee”) at the Effective Date. The Contract Fee
shall equal 20.0% of the New Shares less the New Shares Delta receives on
account of (i) the Delta Purchase Amount, (ii) the Delta Tranche 2 DIP
Conversion and (iii) the Commitment Premium as of the Effective Date (the
“Delta New Share Formula”). As a result, the Chapter 11 Plan shall reflect
that Delta shall receive 20.0% of all New Shares issued under the Chapter
11 Plan (which shall represent 20.0% of the capital stock of Reorganized
Grupo on the Effective Date (subject to the Specified Dilution) (“Delta
Ownership Interest”). In addition, any or all portions of Delta’s claims
asserted against the Debtors shall be allowed and satisfied in accordance
with the Chapter 11 Plan and any distributions of New Shares on such
claims shall be in addition to Delta’s Ownership Interest.
It shall be a condition precedent to the Effective Date of the Chapter 11
Plan for the Contract Fee to have been approved by the United States
Bankruptcy Court for the Southern District of New York (the “Bankruptcy
Court”) as part of the Chapter 11 Plan (the “Delta Condition Precedent”)
and such Contract Fee shall be paid on the Effective Date to Delta. The
Chapter 11 Plan shall provide that any waiver of the Delta Condition
Precedent shall be in Delta’s sole discretion.
Apollo Settlement
Consideration
In full and final satisfaction, settlement, release, and discharge of and in
exchange for Apollo Management Holdings, L.P.’s (on behalf of one or
more affiliates and/or funds or separate accounts managed by it and its
affiliates, including Alpage Debt Holdings S.à r.l., “Apollo”) Tranche 2
Loans, including all PIK interest and its equity conversion fee, and in
consideration for Apollo’s syndication of the DIP Loans and in full
settlement of all claims Apollo may have, Apollo shall receive on the
Effective Date (i) $150 million in cash, (ii) accrued interest at the
applicable interest rate under the DIP Credit Agreement on the outstanding
obligations under the Tranche 2 DIP Loans commencing on December 31,
2021 through the Effective Date in cash and (iii) 22.38% of all New Shares
issued as of the Effective Date (subject to the Specified Dilution).
2 For avoidance of doubt, this fully accrued amount, including PIK interest, and the equity conversion fee, is projected to be approximately $234 million, as of December 30, 2021.

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The Apollo Obligations (as defined below) shall terminate (i)
automatically if the Effective Date has not occurred by the Outside Date
and (ii) at Apollo’s option if there is a Termination of the Subscription
Agreement as to all Commitment Parties.
DIP Credit Agreement
Amendment
Apollo reserves all rights and remedies under the DIP Credit Agreement
and other DIP Loan Documents, and nothing herein shall constitute a
waiver thereof, nor shall it be a bar to the exercise of Apollo’s rights or
remedies at a later date; provided that the exercise of such rights or
remedies shall not be inconsistent with the terms set forth herein or
otherwise frustrate the consummation of the Restructuring.

Apollo, the AHG DIP Lenders, Delta and the Mexican Pension Fund, as
applicable, shall enter into an amendment to the DIP Credit Agreement
(the “DIP Credit Agreement Amendment”) to:

• permit the proposed Restructuring on the terms set forth in this
Term Sheet, provided that the DIP Credit Agreement Amendment
shall provide that such amendments and each applicable Tranche
2 Lender that has elected to convert its Tranche 2 Loans into New
Shares pursuant to the Restructuring shall be subject to (i) the
satisfaction of the applicable conditions set forth under
“Conditions Precedent” below, (ii) the accuracy in all material
respect of all representations of the Debtors set forth under
“Debtors’ Representations and Warranties” below and (iii)
compliance by the Debtors with the undertakings set forth under
“Debtors’ Covenants” and “Interim Operating Covenants” below
and any other representations, warranties, covenants and
termination events set forth in the Subscription Agreement;
• amend the Milestones (as defined in the DIP Credit Agreement)
thereunder to the extent necessary to comply with the timeline as
set forth in this Term Sheet, including to extend the Scheduled
Maturity Date (as defined in the DIP Credit Agreement) to the
Outside Date (as defined below), which shall be extended without
any extension fee; and
• reimburse all reasonable and documented out-of-pocket fees, costs
and expenses of Apollo, including, without limitation, in
connection with the preservation or enforcement of its rights under
the DIP Credit Agreement, the preparation, execution and delivery
of the Definitive Documentation in connection with the proposal
contained within this Term Sheet and any other exit financing
proposal, including the reasonable and documented fees, costs and
expenses of Cleary Gottlieb Steen & Hamilton LLP, Creel,
García-Cuéllar, Aiza y Enríquez, S.C.., Paul, Weiss, Rifkind,
Wharton & Garrison LLP, Seabury Corporate Finance LLC,
Barclays Industrial Coverage, Barclays Mexico Banking and
ECM, and Evercore Group L.L.C. (with the terms of
reimbursement of success fees to be set forth in the Chapter 11
Plan), as advisors to Apollo.

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The DIP Credit Agreement Amendment shall be approved by the
Bankruptcy Court on a date no later than the date on which the Equity
Financing Approval Order is approved. The DIP Credit Agreement
Amendment and the order approving the DIP Credit Agreement
Amendment shall be consistent with the Equity Commitment Letter and
this Term Sheet and otherwise in form and substance acceptable to Apollo
and reasonably acceptable to the Required Commitment Parties and Delta.
Mexican Pension Fund
DIP Conversion
Banco Nacional de México, S.A., Integrante del Grupo Financiero
Banamex, División Fiduciaria, solely in its capacity as trustee of the
irrevocable trust (fideicomiso irrevocable) agreement number F/17937-8
(the “Mexican Pension Fund”) shall convert all fully accrued amounts of
its Tranche 2 Loans, including all PIK interest and its equity conversion
fee, in full and final satisfaction, settlement, release, and discharge of and
in exchange for the Mexican Pension Fund’s Tranche 2 Loans, into
approximately 3.54% of all New Shares issued as of the Chapter 11 Plan’s
Effective Date (subject to the Specified Dilution).3
New Shares: None
Issuer Grupo (together with its debtor affiliates, the “Debtors”), as reorganized
pursuant to the Chapter 11 Plan (“Reorganized Grupo”), effective
immediately after the conversion of any claims against Grupo and its
Debtor affiliates into equity of Reorganized Grupo, on the Effective Date.
Purchase Price The subscription price for the New Shares (such amount, on a per New
Share basis, the “Price Per Share”) by the Commitment Parties shall be at
a price per share calculated at Plan Equity Value (as defined below), and
for the avoidance of doubt, not at a discount to Plan Equity Value.
Plan Enterprise Value $5.4 billion.
Plan Equity Value “Plan Equity Value” means the Plan Enterprise Value less the Net Debt
Amount (as defined in Exhibit A). An illustrative Plan Equity Value
calculation is included in Exhibit B. For the avoidance of doubt, the Plan
Equity Value calculation shall account for any decrease due to exit fees
payable under the DIP Credit Agreement and exit debt commitment fees
with respect to the Debt Financing and/or any Alternative Exit Debt
Financing.
Commitment Premium (a) For the Commitment Parties other than Delta and the Mexican Investors,
15.0% of the Committed Equity Amount (which includes, for the avoidance
of doubt, the $187.5 million committed by the Commitment Parties in
connection with the PLM Stock Participation Transaction, such amount not
3 Transfer requirements to ensure continued Mexican holder ownership to satisfy Minimum Ownership Requirements and documentation and structures necessary to satisfy the Minimum Ownership Requirements and enforce necessary transfer requirements to be implemented.

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to be reduced in connection with any downward adjustment to the Equity
Financing or in Commitments by the Commitment Parties) in any case,
payable in New Shares at the Effective Date; (b) for Delta, 15.0% of the
Delta Purchase Amount; and (c) for the Mexican Investors, 15.0% of the
Mexican Investors Purchase Amount, as applicable, the “Commitment
Premium”); provided that the Commitment Premium for the Commitment
Parties other than Delta and the Mexican Investors shall be paid in cash in
certain alternative scenarios, including in the event of a sale or other
disposition of (i) all or substantially all of the assets of the Company or (ii)
all or substantially all of the equity of the Company (including, for the
avoidance of doubt, equity of all or substantially all of Grupo’s
subsidiaries), where payment in New Shares is not feasible.
The Commitment Premium shall be fully earned, nonrefundable and non-
avoidable upon (1) entry by the Debtors and the Commitment Parties into
the Subscription Agreement, (2) entry of an order of the Bankruptcy Court
approving the Debtors’ entry into the DIP Credit Agreement Amendment
and (3) entry of an order of the Bankruptcy Court approving the Debtors’
entry into the Subscription Agreement and the payment of all fees and
expenses contemplated by this Term Sheet and the Subscription
Agreement, including, for the avoidance of doubt, the Commitment
Premium, the Reimbursed Fees and Expenses (as defined below), the
Financing Fee (as defined below) and the indemnification provisions
contemplated by this Term Sheet and the Subscription Agreement (the
“Exit Financing Approval Order”). The Exit Financing Approval Order
and the motion seeking approval of the Exit Financing Approval Order, as
may be amended or revised, shall be consistent with the Equity
Commitment Letter and this Term Sheet and otherwise in form and
substance acceptable to the Required Commitment Parties and reasonably
acceptable to Apollo and Delta.
The Commitment Premium shall be paid to the Commitment Parties that
are not Defaulting Commitment Parties (as defined below) promptly on the
Effective Date by Grupo or Reorganized Grupo to satisfy the Debtors’
obligation, free and clear of any deduction for any applicable taxes, as set
forth above.
In addition, Commitment Parties that are holders of (i) Notes claims against
Grupo and Aerovías or (ii) other allowed claims against Aerovías with
enforceable guarantees against Grupo, as consideration for their
Commitments and other obligations hereunder and in the Subscription
Agreement, shall have the option to receive their distribution on account of
all such claims in all New Shares, all cash, or a combination of New Shares
and cash.
Mexican Investors: None
Mexican Investors
Incentive Shares and
The Mexican Investors shall receive 3.2% of the New Shares, payable on
the Effective Date (the “Incentive Shares”), in consideration of certain
covenants to be made to the Company by the Mexican Investors as shall
be set forth in the Chapter 11 Plan, and in connection with service as

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Mexican Investors
Purchase Amount
members of the New Board (as defined below). The Incentive Shares shall
be subject to the Specified Dilution.
In addition, and incremental to the Equity Financing by the other
Commitment Parties, the Mexican Investors shall subscribe and pay for
$20 million of New Shares (the “Mexican Investors Purchase Amount”)
at the Price Per Share. The investment shall be made by the Mexican
Investors pursuant to the Subscription Agreement. In connection with this
investment, the Mexican Investors shall receive the Commitment Premium
in respect of the Mexican Investors Purchase Amount. The New Shares
received by the Mexican Investors in respect of the Mexican Investors
Purchase Amount, including in respect of the Commitment Premium, shall
represent approximately 0.9% of all New Shares issued as of the Effective
Date (subject to the Specified Dilution).
The Chapter 11 Plan shall also set forth certain transfer requirements with
respect to the Incentive Shares and/or the New Shares to be received by
the Mexican Investors in respect of the Mexican Investors Purchase
Amount and the Commitment Premium, as applicable, as determined to be
necessary and desirable to satisfy the Minimum Ownership Requirements
by the Debtors, Requisite Commitment Parties, Delta, Apollo and the
Mexican Investors.
If the Commitment Letter and/or the Subscription Agreement is terminated
as to the Mexican Investors, the Mexican Investors shall not be
Commitment Parties and the rights and obligations of the Mexican
Investors as contemplated by this Term Sheet and incorporated into the
Subscription Agreement or the Chapter 11 Plan, including consent rights,
shall not apply or be honored.
Additional documentation, which are considered Definitive
Documentation under this Term Sheet, which may include a shareholders
agreement, shall be necessary to implement and govern the terms described
above.
Documentation: None
Definitive
Documentation
The Debtors and the Commitment Parties shall enter into the Subscription
Agreement, in form and substance consistent with this Term Sheet, the
Equity Commitment Letter and otherwise acceptable to the Debtors, Delta
and the Required Commitment Parties. The Subscription Agreement and
Equity Commitment Letter shall be consistent with this Term Sheet and
otherwise in form and substance reasonably satisfactory to Apollo, solely
to the extent impacting Apollo in its capacity as a holder of Tranche 2 DIP
Loans and future shareholder of Reorganized Grupo, including with respect
to Apollo’s conversion of its Tranche 2 DIP Loans, receipt of New Shares,
and treatment hereunder.4
4 The Subscription Agreement and the Chapter 11 Plan shall include the relevant terms and provisions as set forth in this Term Sheet. This Term Sheet shall be attached and incorporated into the Subscription Agreement to

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The following definitive documentation (the “Definitive Documentation”)
shall be consistent with this Term Sheet, the Subscription Agreement and
otherwise reasonably acceptable to (a) the Debtors, (b) the Required
Commitment Parties, solely to the extent impacting the Commitment
Parties in any respect, other than an immaterial respect, in their capacity as
Commitment Parties (including, for the avoidance of doubt, related to their
subscription, purchase and holding of New Shares), (c) Noteholder
Investors holding 50.01% in principal amount of the Notes then held by all
Noteholder Investors (excluding Commitments held by any Defaulting
Commitment Party), to the extent impacting the Noteholder Investors in
any respect, other than an immaterial respect, in their capacity as
Noteholders and (d) BSPO Investors holding 50.01% in par amount of
general unsecured claims against the Debtors then held by all BSPO
Investors (excluding Commitments held by any Defaulting Commitment
Party), to the extent impacting the BSPO Investors in any respect, other
than an immaterial respect, in their capacity as holders of such claims
against the Debtors, (e) Delta, solely to the extent impacting Delta in any
respect, other than an immaterial respect, in its capacity as a holder of
Tranche 2 DIP Loans and future shareholder of Reorganized Grupo,
including with respect to Delta’s conversion of its Tranche 2 DIP Loans,
receipt of New Shares, the Delta Contract Fee and treatment hereunder, (f)
Apollo, solely to the extent impacting Apollo in any respect, other than an
immaterial respect, in its capacity as a holder of Tranche 2 DIP Loans and
future shareholder of Reorganized Grupo, including with respect to
Apollo’s conversion of its Tranche 2 DIP Loans, receipt of New Shares,
and treatment hereunder and (g) the Mexican Investors, solely to the extent
that any Definitive Documentation directly relates to the appointment and
consent rights related to the members of the New Board (as defined below),
the Incentive Shares, transfer requirements on any of the Incentive Shares
or New Shares to be issued to the Mexican Investors, the Mexican Investor
covenants to be set forth in the Chapter 11 Plan, or to the extent such terms
have a materially adverse and disproportionate impact on the Mexican
Investors in their capacity as Commitment Parties as opposed to all other
Commitment Parties: (i) the Chapter 11 Plan (and any and all exhibits,
annexes, supplements and schedules thereto) and the order of the
Bankruptcy Court confirming the Chapter 11 Plan (the “Confirmation
Order”), (ii) the Disclosure Statement and all other solicitation materials
and the order of the Bankruptcy Court approving the Disclosure Statement,
(iii) all pleadings or motions (or related orders) filed by the Debtors or
entered by the Bankruptcy Court in connection with the Debtors’ chapter
11 cases being jointly administered under the caption In re Grupo
Aeroméxico, S.A.B. de C.V., Case No. 20-11563 (SCC) (the “Chapter 11
Cases”) and any and all deeds, instruments, filings, notifications, orders,
certificates, letters, instruments, amendments, modifications, supplements
or other documents and/or agreements, in each case that relate in any way
to the Financing, any other transactions contemplated by this Term Sheet
account for any provisions that are not appropriately incorporated directly into the Subscription Agreement or the Chapter 11 Plan. To the extent of any conflicts between the Term Sheet and the Subscription Agreement or the Chapter 11 Plan, the Subscription Agreement shall designate which of the foregoing shall prevail.

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or the Chapter 11 Plan (including, for the avoidance of doubt, the Exit
Financing Approval Order and the related order and related filings in
respect of the DIP Credit Agreement Amendment), including the
transactions contemplated by the Debt Financing Commitment Letter, the
Alternative Exit Debt Financing, if applicable, and the DIP Credit
Agreement Amendment, (iv) amended or new organizational documents or
other governance agreements or documents of the Company or
Reorganized Grupo, as applicable, (v) a management incentive plan of
Reorganized Grupo (the “MIP”), subject, in addition, to the further consent
rights set forth below under the caption “Additional Matters”, (vi)
documents and agreements pursuant to which the Incentive Shares shall be
issued to the Mexican Investors (and other applicable documents and
agreements related to the Mexican Investor covenants and transfer
requirements) and the documents and agreements related to the proposed
vehicle for the New Shares to be held by the Mexican Pension Funds and
other investors5 (the “Mexican Pension Fund SPV”) and (vii) all other
documents contemplated to be filed as a supplement to the Chapter 11 Plan,
including the PLM Stock Participation Transaction documents; provided,
that any Definitive Documentation related directly to the assumption,
amendment, or extension of existing agreements with Delta, including the
JCA and any effectuating, ancillary or other documents or agreements
related thereto, and the Delta Services Agreement, shall be mutually
acceptable solely to Delta and the Company and, to the extent such
Definitive Documentation referred to in this proviso would materially and
adversely impact the terms or transactions set forth in or contemplated by
this Term Sheet, the Equity Commitment Letter, the Debt Commitment
Letter, the Subscription Agreement or the Chapter 11 Plan, including in
respect of the consummation of the transactions contemplated thereby, shall
be reasonably acceptable to the Required Commitment Parties and Apollo.
The consent rights of the Noteholder Investors and the BSPO Investors as
set forth under clauses (c) and (d) above include, in each case, (i) the
allocation of value among individual Debtor entities, (ii) the form of
consideration payable to, amount of distributions on account of, and
classification and treatment of the Debtors’ claims (to the extent not already
set forth herein), including intercompany claims, (iii) other intercreditor
matters and (iv) the allowance of any claim (other than a Notes claim)
against a Debtor in excess, individually, of $5 million, it being understood
that none of the Claimholder Investors, Other Commitment Parties, Apollo,
Delta or the Mexican Investors shall have any consent rights with respect
to those portions of the Definitive Documentation that address or relate to
the matters described in clauses (i), (ii), (iii) and (iv) of this paragraph,
provided that the Majority Claimholder Investors (as defined below) have
reasonable consent rights with respect to allocation of value among
5 The organizational documents for the Mexican Pension Fund SPV shall be in form and substance consistent with the terms of this Term Sheet and reasonably acceptable to the Mexican Pension Fund, the Debtors, Apollo, Delta and the Required Commitment Parties, such applicable consent of the Debtors, Delta, Apollo, the Mexican Pension Fund and the Required Commitment Parties to be limited to ensuring the structure complies with relevant Mexican legal requirements and conforms to the terms hereunder and to be set forth in the Chapter 11 Plan.

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individual Debtor entities to the extent such allocation has a materially
adverse impact on the recoveries of holders of unsecured claims (other than
holders of unsecured claims with recourse to both Grupo and Aerovías);
provided further, however, that in no event shall the allocation of value to
Grupo and Aerovías be insufficient to ensure the recoveries for the holders
of claims with recourse to both Grupo and Aerovías as set forth in this Term
Sheet.
Additional consent and consultation rights over the Definitive
Documentation, which may include additional consent and consultation
rights for the Mexican Investors, including, without limitation, with respect
to governance, other Commitment Parties, if any, and other key
stakeholders, are under continuing discussion and, if any, will be set forth
in the Chapter 11 Plan.
Claimholder Investor
Consent Rights
The Claimholder Investors and the Other Commitment Parties, collectively,
holding at least a majority in the aggregate of the Commitments held by all
Claimholder Investors and the Other Commitment Parties (excluding
Commitments held by any Defaulting Commitment Party) (the “Majority
Claimholders”), have consent rights over the terms of the Definitive
Documentation and the Subscription Agreement including any
adjustments, amendments, modifications or waivers with respect thereto,
solely to the extent such terms (i) have a materially adverse and
disproportionate effect on the Claimholder Investors and Other
Commitment Parties, collectively, in their capacity as Commitment Parties
as opposed to all other Commitment Parties or (ii) deviate from this Term
Sheet in a manner that adversely affects the economic recovery of general
unsecured creditors (other than (x) Notes claims against Grupo and
Aerovías and (y) other allowed claims against Aerovías with enforceable
guarantees against Grupo, and for the avoidance of doubt, not with respect
to any claims under the DIP Credit Agreement or the DIP Credit Agreement
Amendment).
Debtors’ Representations
and Warranties
The Subscription Agreement shall contain customary representations and
warranties on the part of the Debtors:
• corporate organization and good standing;
• requisite corporate power and authority with respect to execution and
delivery of transaction documents;
• due execution and delivery and enforceability of transaction
documents;
• due issuance and authorization of New Shares;
• authorized and issued capital stock;
• no consents or approvals (other than Bankruptcy Court approval and,
if applicable, antitrust or other regulatory approvals);

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• no conflicts;
• no violation and compliance with laws;
• no MAE;
• no undisclosed material liabilities;
• financial statements prepared in accordance with IFRS;
• internal controls;
• litigation;
• intellectual property;
• contracts;
• privacy / data;
• taxes;
• labor matters;
• subsidiaries;
• environmental matters;
• real property;
• licenses and permits;
• no brokers fee;
• arms’ length;
• affiliate arrangements;
• investment company act;
• insurance;
• immunity and other enforceability and jurisdictional matters;
• no unlawful payments;
• compliance in material respects with applicable money laundering
laws; and

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• compliance in material respects with applicable sanctions laws.
Commitment Parties’
Representations and
Warranties
The Subscription Agreement shall contain customary representations and
warranties on the part of the Commitment Parties, to be provided severally
and not jointly, such representations and warranties to be provided by each
of the Mexican Investors to the extent applicable given their status as
individuals:
• corporate organization and good standing;
• requisite corporate power and authority with respect to execution and
delivery of transaction documents;
• due execution and delivery and enforceability of transaction
documents;
• no consents or approvals required;
• no conflicts, including without limitation, that the transactions
contemplated hereby do not and will not conflict with, or constitute a
default under any other arrangement or agreement to which any
Commitment Party is a party;
• sufficiency of funds;
• no brokers fee; and
• accredited investor or qualified institutional buyer status and other
customary private placement representations and warranties.
Debtors’ Covenants Customary covenants of the Debtors to:
• support the restructuring of the Debtors on terms consistent with the
terms and consent rights set forth in this Term Sheet, the Subscription
Agreement and the Chapter 11 Plan (the “Restructuring”);
• use commercially reasonable efforts to obtain entry of the Exit
Financing Approval Order (including the approval of the Debtors’
entry into the Subscription Agreement), and the Confirmation Order by
the Bankruptcy Court as a Final Order;
• customary access to information covenant;
• comply with antitrust laws, securities laws, and any blue sky law or
similar compliance;
• cooperate with the Commitment Parties to provide all information
necessary for and to make any filings in connection with the
Subscription Agreement required by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended from time to time (“HSR”) and

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the Comisión Federal de Competencia Económica (“COFECE”), if
required, and any other applicable antitrust laws or other applicable
laws, including any filings with the Comisión Nacional Bancaria y de
Valores (the “CNBV”) and foreign investment and sector-specific
regulators (and assist any Commitment Party in making any such
filings); provided, that such filings shall be provided in advance to
counsel to the Commitment Parties and the Debtors shall consider and
include any reasonable comments thereto; and provided further, no
Commitment Party (or its affiliates) shall be required to make any
divestments in connection with obtaining antitrust approvals; and
• use the net proceeds from the Financing as provided in this Term Sheet
and as to be set forth in the Chapter 11 Plan.
Commitment Parties’
Covenants
Customary covenants of the Commitment Parties, to:
• use commercially reasonable efforts to support the Restructuring;
• vote to accept the Chapter 11 Plan and not object to the confirmation
of the Chapter 11 Plan following their actual receipt of the solicitation
materials and ballots that meet the requirements of sections 1125 and
1126 of the Bankruptcy Code; and
• make any filings in connection with the Subscription Agreement
required by HSR and COFECE and any other applicable antitrust laws.
The Subscription Agreement shall contain limitations and conditions on
claims transfers, and other provisions related to supporting the
Restructuring reasonably acceptable to the Debtors, the Required
Commitment Parties and Delta.
Apollo Covenants Customary covenants of Apollo, to:
• use commercially reasonable efforts to support the Restructuring;
• vote to accept the Chapter 11 Plan and not object to the confirmation
of the Chapter 11 Plan following their actual receipt of the solicitation
materials and ballots that meet the requirements of sections 1125 and
1126 of the Bankruptcy Code; and
• make any filings if required by HSR and COFECE and any other
applicable antitrust laws.
Interim Operating
Covenants
Before and through the Effective Date, except as set forth in the
Subscription Agreement or with the written consent (which may be by
email) of the Required Commitment Parties and Delta (not to be
unreasonably withheld, conditioned or delayed), the Debtors shall, and
shall cause the Company:
• to operate their business in the ordinary course;

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• to use commercially reasonable efforts to implement the Business Plan
(as defined below) and, unless inconsistent with the Business Plan,
preserve intact their current material business organizations; and
• to use commercially reasonable efforts to keep available the services of
their current senior executive officers and key employees and preserve
its material relationships with customers, suppliers, lessors, licensors,
licensees, distributors and others having material business dealings
with the Company or its subsidiaries.
Any of the following transactions shall require approval by the Required
Commitment Parties and Delta (not to be unreasonably withheld), except
for scheduled exceptions to be set forth in the Subscription Agreement:
• an acquisition from or merger with a third party, or other change of
control of another business or any assets in excess of a threshold to be
agreed;
• any internal reorganization of the subsidiaries of Grupo;
• a disposal of any assets in favor of third parties with a value in excess
of a threshold to be agreed;
• agreement to new employee compensation (including any key
employee incentive plan or key employee key employee retention plan,
other than the MIP), new deferred compensation, severance
arrangements or termination agreements unless required by contract or
applicable law, in which case, the Debtors shall keep the Commitment
Parties and Apollo informed, or for non-executives in the ordinary
course of business;
• any material changes to the Business Plan (including with regard to the
number and dollar amount of aircraft leases and financings the Debtors
shall be party to on the Effective Date, any change to which shall be
subject to the reasonable consent of the Required Commitment Parties,
Delta and Apollo); and
• any significant capital expenditure (in excess of a threshold to be
agreed) other than as described in the Business Plan.
“Business Plan” refers to the Company’s business plan, as approved by the
Company’s applicable governing bodies and first made available to the
Commitment Parties on July 9, 2021.
Transferability of
Commitments
Each Commitment Party (other than Delta and the Mexican Investors,
neither of which, for the avoidance of doubt, shall not have any rights to
transfer Commitments) shall have the right to transfer all or any portion of
its Commitments to (i) any investment fund the primary investment advisor
to which (A) is such Commitment Party or (B) is the same investment
advisor or manager to such Commitment Party, or (C) is an affiliate of such
Commitment Party (other than any portfolio company) (an “Affiliated

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Fund”) or (ii) (x) one or more special purpose vehicles that are wholly-
owned by one or more of such Commitment Parties and its Affiliated
Funds, created for the purpose of holding such Commitment or holding debt
or equity of Grupo or any other Debtor, or (y) a bank or other financial
institution that will hold equity of Grupo or any other Debtor for the
ultimate benefit of the relevant Commitment Party, and with respect to
which such Commitment Party either (A) has provided an adequate equity
support letter or a guarantee of such special purpose vehicle’s or bank’s
Commitment, in form and substance reasonably acceptable to the Debtors
or (B) otherwise remains obligated to fund the Commitment to be
transferred until the Effective Date; provided, however, that such special
purpose vehicle shall not be related to or affiliated with any portfolio
company of such Commitment Party or any of its affiliates or Affiliated
Funds (other than solely by virtue of its affiliation with such Commitment
Party) and the equity of such special purpose vehicle shall not be directly
or indirectly transferable other than to such persons or entities described in
clauses (i) or (ii) above, and in such manner as such Commitment Party’s
Commitment is transferable (each of the persons or entities referred to in
clauses (i) and (ii), an “Ultimate Purchaser”), and that, in each case, (1)
the Ultimate Purchaser provides a written agreement to the Debtors under
which it (A) confirms the accuracy of the representations in the
Subscription Agreement applicable to Commitment Parties as applied to
such Ultimate Purchaser (B) agrees to purchase such portion of such
Commitment Party’s Commitment, and (C) agrees to be fully bound by,
and subject to, the Subscription Agreement and become a Commitment
Party pursuant to a joinder agreement, and (2) the transferring Commitment
Party and Ultimate Purchaser shall have duly executed and delivered to
Grupo written notice of such transfer.
Other than as set forth in the foregoing sentences, no Commitment Party
shall be permitted to transfer all or any portion of its Commitment without
the prior written consent of the Debtors, Apollo and Delta, which consent
shall not be unreasonably withheld, conditioned or delayed (it being
understood that (I)(A) Grupo is required, in all cases, to comply with the
specific mechanisms, terms and conditions set out in Article Seventh of its
corporate bylaws (which the Commitment Parties acknowledge must be
complied with in connection with any transfer consent of Grupo hereunder)
and (B) it would be unreasonable for the Debtors to withhold consent to
any such transfer if (i) the transferee is another Commitment Party or an
affiliate of another Commitment Party (other than any portfolio company),
or (ii) the transferee has the financial wherewithal to fulfill its obligations
with respect to the Commitment to be transferred, as determined in the
Debtors’ reasonable opinion after request (if any) by the Debtors to the
transferee, and prompt delivery to the Debtors by the transferee, of proof of
such financial wherewithal, and, in the case of clauses (i) and (ii), such
transferee provides a written agreement to the Debtors under which it (x)
confirms the accuracy of the representations in the Subscription Agreement
applicable to Commitment Parties as applied to such transferee, (y) agrees
to purchase such portion of such Commitment Party’s Commitment, and
(z) agrees to be fully bound by, and subject to, the Subscription Agreement
and become a party thereunder pursuant to a joinder agreement in form and

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substance reasonably acceptable to the Debtors and (II) the consent of Delta
and Apollo shall only apply if the transferee is not (A) an Affiliated Fund,
Related Purchaser or Ultimate Purchaser of such Commitment Party or (B)
any other Commitment Party or any of its Affiliated Funds, Related
Purchasers or Ultimate Purchaser of such other Commitment Party.
Neither the Subscription Agreement nor any of the rights, interests or
obligations under the Subscription Agreement shall be assigned by any
party (whether by operation of law or otherwise) without the prior written
consent (which may be by email) of the Debtors, the Required Commitment
Parties and Delta (in each case, not to be unreasonably withheld,
conditioned or delayed), other than an assignment by a Commitment Party
expressly permitted by the Subscription Agreement on terms substantially
similar to those set forth in the immediately preceding paragraph, and any
purported assignment in violation of the Subscription Agreement shall be
void ab initio. The Subscription Agreement shall include reasonable
provisions to address timing considerations in connection with applicable
Mexican antitrust approvals (or amendments to any filings) required for the
acquisition of New Shares resulting from any assignment of rights under
the Subscription Agreement.
Notwithstanding the foregoing, and upon written notice to the Debtors and
the non-transferring Commitment Parties, any Commitment Party (other
than Delta and the Mexican Investors) may assign all or any portion of its
rights (including, for the avoidance of doubt, all or any portion of the
Commitment Premium) or obligations under the Subscription Agreement,
without the consent of any party, (i) to a Related Purchaser (as defined
below) or (ii) to any other Commitment Party; provided, however, that such
Commitment Party shall comply with the requirements set forth in the
Subscription Agreement; or (iii) with the prior written consent of the
Debtors (not to be unreasonably withheld, conditioned or delayed), to any
other person or entity that becomes party to the Subscription Agreement.
Related Purchaser Each Commitment Party (other than Delta and the Mexican Investors) will
have the right to assign or designate by written notice to the Debtors no
later than two (2) business days prior to the Debtors’ consummation of the
Chapter 11 Plan (the “Closing”) that some or all of the New Shares that it
has subscribed to purchase under the Subscription Agreement and the
Commitment Premium be issued in the name of, and delivered to, one or
more of its affiliates or to any fund, account or sub-account that is managed,
advised and/or sub-advised by such holder, an affiliate of such holder, or
the same entity that manages or advises such holder (each, a “Related
Purchaser”) upon receipt by the Debtors of payment therefor, which notice
of designation shall (i) be addressed to the Debtors and signed by such
Commitment Party and each Related Purchaser, (ii) specify the number of
New Shares to be delivered to or issued in the name of each such Related
Purchaser, and (iii) contain a confirmation by each such Related Purchaser
of the accuracy of the representations, warranties and covenants set forth in
the Subscription Agreement, subject to applicable law and regulation.

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Commitment Party
Default
Any Commitment Party (including Delta and the Mexican Investors) that
(i) fails to timely fund in full its Commitment by a funding deadline to be
set forth in the Subscription Agreement, after written notice thereof and a
three (3)-business day opportunity to cure or (ii) that is an AHG DIP Lender
that, to the extent applicable, seeks a Non-Cash Conversion in respect of its
Tranche 2 Loans, shall be deemed a “Defaulting Commitment Party.”
Each Commitment Party that is not a Defaulting Commitment Party (other
than Delta and the Mexican Investors) (each, a “Non-Defaulting
Commitment Party”) shall have the right, but not the obligation, to
purchase its Adjusted Commitment Percentage (as defined below) (or such
other proportion as agreed by the Non-Defaulting Commitment Parties) of
such Defaulting Commitment Party’s Commitment. For this purpose, the
“Adjusted Commitment Percentage” means, with respect to any Non-
Defaulting Commitment Party, a fraction, expressed as a percentage, the
numerator of which is the Commitment of such Non-Defaulting
Commitment Party and the denominator of which is the Committed Equity
Amount. If any Non-Defaulting Commitment Party does not elect to
assume its full pro rata share of the Commitment of the Defaulting
Commitment Party, then each Non-Defaulting Commitment Party that
assumed its full pro rata share of the Defaulting Commitment Party’s
Commitment shall have customary oversubscription rights to assume the
unsubscribed portion of the Defaulting Commitment Party’s Commitment.
Any Defaulting Commitment Party shall not be entitled to its pro rata share
of the Commitment Premium, and the portion of the Commitment Premium
otherwise payable to any Defaulting Commitment Party shall be paid pro
rata to any Commitment Parties that assume all or a portion of the
Defaulting Commitment Party’s Commitment. All distributions of New
Shares distributable to a Defaulting Commitment Party, including on
account of the Commitment Premium, shall be either (i) to the extent
assumed by Non-Defaulting Commitment Parties, re-allocated
contractually and turned over as liquidated damages (including any
Commitment Premium) to those Non-Defaulting Commitment Parties that
have elected to subscribe for their full Adjusted Commitment Percentage
or (ii) if not assumed by the Non-Defaulting Commitment Parties, forfeited
and retained by Reorganized Grupo, as applicable.
Conditions Precedent The obligations of (i) Apollo to consummate the transactions pursuant to
this Term Sheet and the Equity Commitment Letter (the “Apollo
Obligations”) and (ii) the Commitment Parties and the Debtors, as
applicable, to consummate the transactions pursuant to the Subscription
Agreement and, in the case of the Commitment Parties, to purchase the
New Shares, are conditioned upon satisfaction of the following terms and
conditions. All Commitment Party (other than Delta and the Mexican
Investors) conditions shall be subject to waiver by the (w) Required
Commitment Parties, (x) as to Delta, by Delta, (y) all Apollo conditions
shall be subject to waiver by Apollo and (z) as to the Mexican Investors, by
the Mexican Investors.

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Conditions for Apollo (solely in respect of the Apollo Obligations), the
Debtors, the Commitment Parties (other than Delta and the Mexican
Investors), Delta as to Delta, and the Mexican Investors as to the Mexican
Investors:
• the Confirmation Order having been entered, and such Confirmation
Order shall be a Final Order;6
• all conditions to the Confirmation Order and the Effective Date having
been satisfied or waived by the applicable parties;
• the members of the new board of directors of Reorganized Grupo (the
“New Board”) having been appointed pursuant to a resolution of a
meeting of the shareholders of Grupo, and in any event in compliance
with Mexican corporate law, Mexican securities law and Grupo’s
corporate bylaws;
• all required HSR, COFECE, antitrust, clearances under securities laws,
other regulatory approvals (including any required approvals from the
Secretaría de Economia and the CNBV) having been obtained;
• all required consents of the board of directors of Grupo (the “Board”)
and/or the shareholders meeting of Grupo (including in order to amend
the bylaws to implement the Financing on the terms set forth herein and
to effectuate the approvals already obtained from the Mexican foreign
investment agency), any other applicable governing body of any of the
subsidiaries of Grupo, including any of the Debtors, and applicable
equityholders to effectuate the terms of this Term Sheet, the
Subscription Agreement and the Chapter 11 Plan having been obtained;
• no law or order having been enacted, adopted or issued by a
governmental entity of competent authority that prohibits the
implementation of the Chapter 11 Plan or the transactions contemplated
by this Term Sheet, the Chapter 11 Plan or the Subscription Agreement;
• no voluntary or involuntary concurso mercantil proceeding shall be
outstanding with respect to Grupo or any of its subsidiaries;
• the proceeds of the Statutory Equity Rights Offering (as defined below)
shall not exceed $250 million;
• $100 million of excess cash available at the Effective Date to fund the
Cash Pool; and
• the Effective Date having occurred or to be deemed to have occurred
concurrently with the Closing.
Conditions for Apollo (solely in respect of the Apollo Obligations) and the
Commitment Parties only:

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• the Exit Financing Approval Order having been entered by the
Bankruptcy Court consistent with the Equity Commitment Letter and
this Term Sheet and otherwise in form and substance acceptable to the
Debtors and the Required Commitment Parties and reasonably
acceptable to Delta and Apollo, and such Exit Financing Approval
Order shall be a Final Order;
• the order approving the DIP Credit Agreement Amendment having
been entered by the Bankruptcy Court consistent with the Equity
Commitment Letter and this Term Sheet and otherwise in form and
substance acceptable to the Debtors and Apollo and reasonably
acceptable to Delta and the Required Commitment Parties, and such
order shall be a Final Order;
• the Subscription Agreement shall be in full force and effect in
accordance with the terms of this Term Sheet;
• to the extent not addressed above, the Definitive Documentation is
consistent in all material respects with the terms and consent rights set
forth herein and in the Subscription Agreement, including, for the
avoidance of doubt, the Confirmation Order and the governance
documents for the Company;
• the Commitment Premium and Reimbursed Fees and Expenses and
Financing Fee having been paid;
• the Company’s representations and warranties having been brought
down, subject to an all material respects standard;
• the Company having performed all covenants made by it, subject to an
all material respects standard;
• the Financing shall be structured in a tax efficient manner acceptable
to the Company and the Required Commitment Parties; and
6 “Final Order” means an order of the Bankruptcy Court or a court of competent jurisdiction that has been entered on the docket maintained by the clerk of such court, which has not been reversed, vacated, or stayed and as to which (i) the time to appeal, petition for certiorari, or move for a new trial, reargument, or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for a new trial, reargument, or rehearing shall then be pending, or (ii) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought, such order shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument, or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari, or move for a new trial, reargument, or rehearing shall have expired; provided that no order shall fail to be a “Final Order” solely because of the possibility that a motion under Rules 59 or 60 of the Federal Rules of Civil Procedure (as promulgated by the United States Supreme Court under section 2072 of title 28 of the United States Code), under any analogous Federal Rules of Bankruptcy Procedure (as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code) (or any analogous rules applicable in another court of competent jurisdiction) or under sections 502(j) or 1144 of the Bankruptcy Code has been or may be filed with respect to such order.

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• no MAE (as defined below) having occurred.
Condition for Delta only:
• Approval of the Equity Financing by Delta’s Board of Directors,
including authority to enter into the Subscription Agreement (the
“Delta Board Approval”).
Conditions for the Debtors only:
• the Commitment Parties’ representations and warranties having been
brought down, subject to an all material respects standard; and
• the Commitment Parties and Apollo (solely in respect of the Apollo
Obligations) having performed all covenants made by them, subject to
an all material respects standard.
Material Adverse Effect A material adverse effect (“MAE”) on, and/or material adverse
developments that would reasonably be expected to result in an MAE with
respect to, (a) the business, operations, properties, assets or financial
condition of the Company taken as a whole; or (b) the ability of the
Company to perform its material obligations under the Subscription
Agreement and any other material agreement contemplated thereby, in the
case of each of clauses (a) and (b), except to the extent arising from or
attributable to the following (either alone or in combination): (i) the filing
of the Chapter 11 cases; (ii) any change after the date hereof in global,
national or regional political conditions (including hostilities, acts of war,
sabotage, terrorism or military actions, or any escalation or material
worsening of any such hostilities, acts of war, sabotage, terrorism, military
actions existing or underway, acts of God or pandemics) or in the general
business, market, financial or economic conditions affecting the industries,
regions and markets in which the Company operates, including any change
in the United States or applicable foreign economies or securities,
commodities or financial markets, or force majeure events or “acts of God”;
(iii) COVID-19 and any mutations and evolutions thereof, (iv) the filing of
the Chapter 11 Plan and the other documents contemplated thereby, or any
action required by the Chapter 11 Plan that is made in compliance with the
Bankruptcy Code; (v) any changes in applicable law or generally accepted
accounting principles in the United States or Mexico after the date hereof;
(vi) declarations of national emergencies in the United States or Mexico or
natural disasters in the United States or Mexico; provided that the
exceptions set forth in clauses (ii), (iii), (iv), (v), and (vi) of this definition
shall not apply to the extent that such described change has a
disproportionately adverse impact on the Company as compared to other
companies in the industries in which the Company operates.
Termination of
Commitment
The Subscription Agreement shall terminate and be of no further force or
effect:
i. by mutual written consent of the Debtors, the Required

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Commitment Parties and Delta;
ii. by either the Required Commitment Parties, as to all
Commitment Parties, or Delta, as to Delta, upon written
notice to the Debtors if:
1) the Bankruptcy Court does not enter the Exit
Financing Approval Order, on or prior to
December 1, 2021 (subject to an automatic
extension to the minimum extent required
by Bankruptcy Court availability), or any
order approving the Subscription
Agreement or the Exit Financing Approval
Order is reversed, stayed, dismissed or
vacated;
2) the Bankruptcy Court does not enter an
order approving the Disclosure Statement in
form and substance acceptable in all
respects to the Debtors, Delta and the
Required Commitment Parties, on or before
December 17, 2021;
3) the Bankruptcy Court does not enter a
Confirmation Order in form and substance
acceptable in all respects to the Debtors,
Delta and the Required Commitment
Parties, on or before February 1, 2022;
4) the Debtors materially breach any
representation, warranty, covenant or other
agreement made by it in the Subscription
Agreement, where any such breach is not
curable by the Effective Date, or, if curable
by the Effective Date, is not cured within ten
(10) business days after written notice of
such breach is provided to the Company by
the Required Commitment Parties or Delta,
as applicable;
5) amendments or modifications are made to
any of the Subscription Agreement, the
Chapter 11 Plan or any other Definitive
Documentation without the requisite
consent of the Commitment Parties pursuant
their consent rights under this Term Sheet or
the Subscription Agreement;
6) any law or final and non-appealable order
shall have been enacted, adopted or issued
by any governmental authority that prohibits

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or renders illegal the implementation of the
Chapter 11 Plan or the Financing;
7) the entry of an order by the Bankruptcy
Court, or the filing of a motion or
application by Grupo, any of its subsidiaries
or any other Debtor seeking an order
(without the prior written consent of the
Required Commitment Parties and Delta),
(i) converting one or more of the Chapter 11
Cases to a case under chapter 7 of the
Bankruptcy Code, (ii) appointing an
examiner with expanded powers beyond
those set forth in sections 1106(a)(3) and (4)
of the Bankruptcy Code or a trustee under
section 1104 of the Bankruptcy Code in one
or more of the Chapter 11 cases, (iii)
dismissing one or more of the Chapter 11
cases, (iv) terminating exclusivity under
Bankruptcy Code section 1121, or (v)
rejecting the Equity Commitment Letter or
the Subscription Agreement;
8) an order is entered by the Bankruptcy Court
granting relief from the automatic stay
imposed by section 362 of the Bankruptcy
Code authorizing any party to proceed
against any material asset of the Company
or any Debtor that would materially and
adversely affect the Company’s operational
or financial performance;
9) the Debtors publicly announce their
intention not to support the Financing or the
Restructuring or withdraw the Chapter 11
Plan;
10) the Debtors fail to comply with the terms of
this Term Sheet, the Subscription
Agreement or the Exit Financing Approval
Order, or file any motion or pleading with
the Bankruptcy Court that is not consistent
in all material respects with this Term Sheet
or the Subscription Agreement, and such
motion has not been withdrawn within two
(2) business days of receipt by the Debtors
of written notice from the Required
Commitment Parties or Delta, as applicable,
that such motion or pleading is inconsistent
with this Term Sheet or the Subscription

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Agreement;
11) upon the occurrence of an Event of Default
(as defined in the DIP Credit Agreement
Amendment) under the DIP Credit
Agreement Amendment and the Majority
DIP Lenders has taken an action or
attempted to take any action to exercise
rights or remedies thereunder or if Apollo
shall have breached any of its obligations
under the DIP Credit Agreement
Amendment in any material respect;
12) three (3) Business Days after the
Bankruptcy Court enters an order denying
confirmation of the Plan; provided, the
Commitment Parties and the Debtors shall
use commercially reasonable efforts to
agree to an approach to cure any infirmities
causing the basis for the denial and, if the
Debtors, Delta and the Required
Commitment Parties have agreed to such
approach (evidenced in writing, which may
be by email) within three (3) Business Days,
then no parties may terminate the
Subscription Agreement; or
13) the Board and/or the shareholders meeting
of Grupo approves a competing proposal to
restructure or acquire all or any material
portion of the equity or assets of the
Company (whether by merger,
consolidation, sale of assets, sale of equity
or otherwise), including, without limitation,
a Superior Transaction (as defined below)
(an “Alternative Transaction”) or the
Company or any of its affiliates enters into
an agreement to consummate an Alternative
Transaction or files a motion to propose or
approve any actual or proposed Alternative
Transaction (or public announcement of any
of the foregoing).
iii. By the Debtors upon written notice to the Commitment
Parties (including Delta and the Mexican Investors) and
Apollo if:
1) the Bankruptcy Court does not enter the Exit
Financing Approval Order on or prior to
December 17, 2021 (subject to an automatic
extension to the minimum extent required

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by Bankruptcy Court availability), or any
order approving the Subscription
Agreement or the Exit Financing Approval
Order is reversed, stayed, dismissed or
vacated;
2) the Commitment Parties materially breach
any representation, warranty, covenant or
other agreement made by them in the
Subscription Agreement, where any such
breach is not curable by the Effective Date,
or, if curable by the Effective Date, is not
cured within ten (10) business days after
written notice of such breach is provided by
the Debtors to the Commitment Parties;
3) the Board reasonably determines in good
faith and on the advice of its outside
financial and legal advisors that failing to
enter into a Superior Transaction (as defined
below) would be inconsistent with the
exercise of its fiduciary duties under
applicable law; or
4) any law or final and non-appealable order
shall have been enacted, adopted or issued
by any governmental authority that prohibits
or renders illegal the implementation of the
Chapter 11 Plan or the Financing.
iv. Automatically if the Effective Date has not occurred by the
Outside Date, unless the Outside Date is amended pursuant
to the terms of the Subscription Agreement.
v. Each Claimholder Investor or Other Commitment Party
may terminate the Subscription Agreement, as to itself
only and solely with respect to its Commitment (but not
with respect to its support obligations), if the Financing is
not structured in a tax efficient manner acceptable to such
Claimholder Investor or Other Commitment Party.
Additionally, each Commitment Party may terminate the Subscription
Agreement, as to itself only, upon the filing by any Debtor of a motion,
application or adversary proceeding (or any of the Debtors supports any
such motion, application, or adversary proceeding filed or commenced by
any third party) challenging the validity or enforceability, or seeking
avoidance, subordination or disallowance, of (i) the Notes claims, or (ii)
any unsecured claim against any Debtor, in each case of (i) and (ii), then
held by such Commitment Party.
Delta may terminate the Subscription Agreement, as to itself only, if Delta

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has not obtained the Delta Board Approval. To the extent Delta Board
Approval is not received, or if for any reason Delta does not execute the
Commitment Letter and/or the Subscription Agreement and Delta is not a
Commitment Party, and Delta is not able to comply with its obligations
under the Subscription Agreement, the rights and obligations of Delta as
contemplated by this Term Sheet and incorporated into the Subscription
Agreement or the Chapter 11 Plan, including consent rights, shall not apply
or be honored.
Fiduciary Out and
Fiduciary Duties
The Debtors will agree to a customary non-solicit prohibiting them and
their representatives from soliciting alternative proposals. If the Board
reasonably determines in good faith and on the advice of its outside
financial and legal advisors that (i) an unsolicited bona fide proposal or
proposals to restructure or acquire all or substantially all of the equity or
assets of the Company is or would reasonably be expected to lead to a
Superior Transaction (as defined below) and (ii) the failure of the Board to
pursue such proposal would reasonably be expected to result in a breach of
the Board’s fiduciary duties under applicable law (a “Superior Proposal”),
the Company may decide to negotiate with the party making the Superior
Proposal and will (a) notify the Commitment Parties, Apollo and Delta of
such determination promptly, provide the Commitment Parties, Apollo and
Delta with the identity of the party making a Superior Proposal and provide
the Commitment Parties, Apollo and Delta with a copy of such Superior
Proposal, and (b) keep the Commitment Parties, Apollo and Delta apprised
of negotiations and material terms thereof on a current basis.
A “Superior Transaction” is a transaction that the Board determines in
good faith, based on the advice of its outside financial and legal advisors,
would be in the best interests of the Company and its creditors and equity
holders as a whole from a financial point of view, including, but not limited
to the Commitment Parties; provided that any such Superior Transaction
must provide higher recoveries to holders of Notes claims and general
unsecured claims than the Restructuring.
Amendment / Waiver The Subscription Agreement may only be amended, modified,
supplemented or waived by an instrument in writing executed by the
Debtors, Delta and the Required Commitment Parties (and, solely to the
extent any such amendment affects the rights or interests of Apollo or any
DIP Lender in any respect, other than an immaterial respect, solely in its
capacity as a holder of Tranche 2 DIP Loans and future shareholder of
Reorganized Grupo, including with respect to Apollo’s conversion of its
Tranche 2 DIP Loans, receipt of New Shares, and treatment hereunder,
Apollo); provided that customary provisions shall be included in the
Subscription Agreement to provide individual Commitment Parties or any
of the individual Investor Groups consent rights to the extent there are
changes (i) to the economics for any such Commitment Party or Investor
Group, solely in their capacity as such and not related, for the avoidance of
doubt, to their recoveries under the Chapter 11 Plan, (ii) that have a
materially adverse and disproportionate effect on any such Commitment
Party or Investor Group as opposed to all other Commitment Parties or
Investor Groups or (iii) the definition of “Outside Date” or “Required

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Commitment Parties”, and such other customary and related provisions to
be agreed by the Required Commitment Parties and the Debtors in the
Subscription Agreement.

In any case, and subject to all applicable consent rights, the terms of the
Equity Financing may only be amended, modified or waived (i) in writing
signed by each Debtor, Delta and the Required Commitment Parties (and,
solely to the extent any such amendment, modification or waiver affects the
rights or interests of Apollo or any DIP Lender in any respect, other than
an immaterial respect, solely in its capacity as a holder of Tranche 2 DIP
Loans and future shareholder of Reorganized Grupo, including with respect
to Apollo’s conversion of its Tranche 2 DIP Loans, receipt of New Shares,
and treatment hereunder, Apollo) or (ii) by email by both counsel to the
Company, on the one hand, and counsels to the Commitment Parties, on the
other.

For the avoidance of doubt, and notwithstanding anything to the contrary
in this Term Sheet, any amendment, supplement modification or waiver of
a provision of the Subscription Agreement or to the terms of the Equity
Financing shall only require the consent of a party to the extent of such
party’s consent rights as set forth in this Term Sheet or the Plan.
Specific Performance Each of the Debtors and the Commitment Parties agree that irreparable
damage would occur if any provision of the Subscription Agreement were
not performed in accordance with the terms thereof and that each of the
parties thereto shall be entitled to an injunction or injunctions without the
necessity of posting a bond to prevent breaches of the Subscription
Agreement or to enforce specifically the performance of the terms and
provisions thereof and hereof, in addition to any other remedy to which they
are entitled at law or in equity. Unless otherwise expressly stated in the
Subscription Agreement or herein, no right or remedy described or
provided in the Subscription Agreement or herein is intended to be
exclusive or to preclude a party thereto from pursuing other rights and
remedies to the extent available under such agreement, herein, at law or in
equity.
Other Provisions The Subscription Agreement shall include such other provisions, covenants
and agreements, mutually and reasonably agreed by the Company, Delta
and the Required Commitment Parties, as are customary for equity exit
financings, subscription agreements and plan support agreements.
Mexican Law: None
Minimum Ownership
Requirements and
Subscription by
Shareholders
The Company shall pass a shareholders resolution to effectuate the obtained
federal authorizations as necessary to provide for an amount of Mexican
ownership sufficient to comply with the terms and conditions of this Term
Sheet (the “Minimum Ownership Requirements”).

The Debtors, the Commitment Parties, Delta, Apollo, and the Mexican
Investors, shall work together to structure the Exit Financing and the other
transactions contemplated by the Chapter 11 Plan in a manner that satisfies

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the Minimum Ownership Requirements prior to the Effective Date and
otherwise complies with applicable Mexican law, the bylaws to be
approved by the Shareholders Meeting to effectuate the last authorization
obtained by the Company from the Mexican foreign investment agency and
the authorizations in place from such foreign investment agency. Such
structure shall be acceptable to the Debtors, the Required Commitment
Parties, Delta, Apollo, and the Mexican Investors.
Preemptive Rights Any existing shareholders party to the Shareholder Support Agreement
shall be deemed to have waived and will waive at the Shareholders Meeting
of Grupo held to effectuate the required capital increases and issuance of
New Shares, all preemptive rights arising under applicable Mexican law
and Grupo’s bylaws (the “Preemptive Rights”) in connection with
confirmation of a Chapter 11 Plan and the transactions contemplated by this
Term Sheet.
Upon exercise of any Preemptive Rights and subscription and purchase of
any New Shares provided for under this Term Sheet, including the Chapter
11 Plan, Reorganized Grupo shall cause any remaining shares in “treasury”
to be cancelled.
Existing Shareholder
Subscription Rights
To the extent necessary, in satisfaction of all Preemptive Rights, any
existing shareholders that (i) are not party to the Shareholder Support
Agreement or (ii) have not otherwise waived their Preemptive Rights shall
be offered the opportunity to subscribe for and purchase (the “Statutory
Equity Rights Offering”) New Shares at a price calculated in accordance
with applicable law (the “Subscription Shares”), which, for the avoidance
of doubt, shall be issued in addition to the New Shares issuable to the
Commitment Parties, and shall dilute any other New Shares issued on the
Effective Date, including the New Shares issued in respect of the
Commitment Premium, except as otherwise set forth in this Term Sheet.
Unless waived, the Subscription Shares shall be allocated to the
shareholders in the Statutory Equity Rights Offering that duly and validly
exercise their Preemptive Rights pursuant to terms and conditions to be
approved by the Company’s general shareholders meeting, and which
Preemptive Rights shall be exercised pursuant to Grupo’s corporate bylaws
and applicable Mexican law.
The New Shares to be distributed on the Effective Date to holders of general
unsecured claims (other than (i) Notes claims against Grupo and Aerovías
and (ii) other allowed claims against Aerovías with enforceable guarantees
against Grupo) shall be reduced by the amount of cash that is received by
the Company from the Statutory Equity Rights Offering (the “Preemptive
Rights True Up”) (which such reduction shall be calculated using Plan
Equity Value), which shall be distributed pursuant to an election mechanic
whereby each holder of such general unsecured claims may elect to receive
more than its pro rata share of the Preemptive Rights True Up; provided
that in no event shall less than the full amount of the Preemptive Rights
True Up be distributed to the holders of such general unsecured claims

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(with the attendant reduction in New Shares to be distributed to such
holders).
Tender Offer If agreed by the Debtors, Delta, Apollo and the Required Commitment
Parties, a tender offer for all shares held by all existing Grupo shareholders
will be launched before any equity conversion or capital increase prior to
the Effective Date of the Chapter 11 Plan, to the extent not prohibited by
the Bankruptcy Code, on terms agreed by the Debtors and the Required
Commitment Parties, at a price of Mex$0.01 (Mexican Pesos) per share (the
“Tender Offer”). Existing equity interests in Grupo outstanding at the
Effective Date will be diluted to a de minimis amount in Reorganized
Grupo.
Other Corporate and
Regulatory Approvals
The Debtors, the Commitment Parties, Delta, Apollo, and the Mexican
Investors, shall use best efforts to obtain promptly all corporate (including
Grupo’s shareholder meeting approvals as described in more detail below)
and any other regulatory approvals, as well as in connection with the Tender
Offer (as applicable), from the CNBV, the General Direction of Foreign
Investment of the Mexican Ministry of Economy and, if applicable,
COFECE, and other foreign investment and sector-specific regulators
charged with enforcing local laws, that are necessary in connection with
consummation of the transactions contemplated under this Term Sheet.
The Debtors, Commitment Parties, Delta, Apollo and the Mexican
Investors shall cooperate on a collective solution for all relevant regulatory
and corporate issues involving foreign ownership and Preemptive Rights
(which solution shall honor the allocation of rights and fees as set forth in
this Term Sheet).
Grupo shall seek shareholder approvals to amend its bylaws consistent with
regulatory authorizations already received by Grupo in April 2021 by the
Mexican General Directorate of Foreign Investment, which would permit,
among other things, Mexican trusts and special purpose vehicles to
participate in the capital stock of Reorganized Grupo. Delta shall vote in
favor of such bylaw amendments at the meeting of Grupo shareholders.
New Board The Commitment Parties (including Delta and the Mexican Investors) and
Apollo agree to use all commercially reasonable efforts to determine
corporate governance mutually acceptable to the Required Commitment
Parties, Delta, the Mexican Investors and Apollo, including the size and
composition of the New Board and its committees, which New Board
composition shall comply with applicable Mexican law. In addition, so
long as Delta remains a strategic partner of the Company, Delta shall have
the right to designate two directors to the New Board.

The bylaws of Reorganized Grupo or other relevant Definitive
Documentation shall reflect the agreed corporate governance and New
Board appointment and designation rights, each to the extent in compliance
with applicable Mexican law.

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Additional Corporate
Governance Matters
Article Thirty-Fifth titled “Special Voting Provisions and Corporate
Governance Matters” of the current bylaws of Grupo, which provides for a
2/3 shareholder supermajority vote, in addition to a majority of the Mexican
shareholders, for the approval of major matters and extraordinary
transactions, shall be retained in the bylaws and such provision shall be
amended to add the requirement that any of such matters as set forth in
Article Thirty-Fifth must be approved by a 2/3 supermajority vote of the
New Board before being referred to the supermajority shareholder vote.

Such matters currently include:

(a) amendment of the bylaws;
(b) change of the business;
(c) sale of the Company;
(d) material acquisitions and divestitures;
(e) transactions exceeding 20% of consolidated assets; and
(f) acquisitions of equity by airline competitors in excess of 2.5% of the
Company’s outstanding shares.
Miscellaneous: None
Certain Creditor
Recoveries
A cash pool of $450 million (consisting of $350 million from the Debtors’
balance sheet and $100 million of excess cash) (the “Cash Pool”) shall be
distributed to unsecured creditors as follows:
(i) Holders of (x) Notes claims against Grupo and Aerovías and (y)
other allowed claims against Aerovías with enforceable guarantees
against Grupo shall receive an aggregate distribution, on account
of all such claims, in an amount equal to par plus accrued and
unpaid interest due and owing under such claims as of the Petition
Date. Each holder of such allowed claims shall receive such
distribution in the form of cash from the Cash Pool or, to the extent
there is insufficient cash in the Cash Pool, through a combination
of cash from the Cash Pool and New Shares, subject to and except
as otherwise set forth above in the last paragraph under the caption
“Commitment Premium.”
(ii) Holders of all other allowed general unsecured claims against the
Debtors shall receive their pro rata share of the remainder of the
Cash Pool and New Shares as set forth in the Chapter 11 Plan.7
7 Allocation of remaining Cash Pool and New Shares among distinct Debtor entities to be agreed in accordance with the consent rights as provided under the caption “Definitive Documentation” above.

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The Chapter 11 Plan will also include provisions for the payment of the
reasonable and documented fees of the indenture trustee for the Notes.
Outside Date No later than March 31, 2022, provided that the Outside Date shall be
automatically extended for up to three (3) months solely to the extent
necessary to obtain any regulatory approvals required to consummate the
Chapter 11 Plan (the “Outside Date”).
Governing Law Definitive documentation to be governed by New York law, with
substantive Mexican securities, antitrust and foreign investment law to be
respected as applicable.
Fees & Expenses;
Indemnification
To the extent not otherwise payable pursuant to other orders of the
Bankruptcy Court, including the Final Order Granting Debtors’ Motion to
(I) Authorize Certain Debtors in Possession to Obtain Post-Petition
Financing Pursuant to 11 U.S.C. §§ 105, 362, 363 and 364; (II) Grant
Liens and Superpriority Administrative Expense Claims to DIP Lenders
Pursuant to 11 U.S.C. §§ 364 and 507; (III) Modify Automatic Stay 19
Pursuant to 11 U.S.C. §§ 361, 362, 363, 364 and 507; and (IV) Grant
Related Relief, in In re Grupo Aeroméxico, S.A.B. de C.V., et al., Case No.
20-11563 (SCC) (the “Final DIP Order”), and without limitation of the
Debtors’ obligations thereunder, the Debtors shall be responsible for the
payment in cash of all reasonable and documented fees, costs and expenses,
whether incurred before or after the execution of the Equity Commitment
Letter, of each of the Commitment Parties (other than the Mexican
Investors, which provisions related to reimbursement are set forth below)
or of the advisors, consultants and other professionals, including counsel
(including, for the avoidance of doubt, local counsel and conflicts counsel),
financial advisors and investment banking professionals, engaged by the
Commitment Parties in connection with the Chapter 11 Plan, the Chapter
11 Cases, the mediation conducted before the Honorable Judge Lane, the
diligence, negotiation, formulation, preparation, execution, delivery,
implementation, consummation and/or enforcement of the Commitments,
this Term Sheet, the Equity Commitment Letter and the Definitive
Documentation, any potential Alternative Exit Debt Financing and any
amendments, waivers, consents, supplements or other modifications to any
of the foregoing (the “Reimbursed Fees and Expenses”), which payments
shall be made by the Debtors on a regular and continuing basis subject to
procedures set forth in the Exit Financing Approval Order; provided
however, with respect to the Claimholder Investors, the Debtors shall only
pay Reimbursed Fees and Expenses of Gibson, Dunn & Crutcher LLP,
Rico, Robles Libenson S.C., Glenn Agre Bergman & Fuentes LLP (in an
aggregate amount not to exceed $350,0000), KPMG Cardenas Dosal, S.C.
(in an aggregate amount not to exceed $40,000) and, subject to the next
sentence, Moelis & Company (“Moelis”). In addition, notwithstanding the
foregoing or any other limitation or provision of the Final DIP Order, and
without any reduction to any other fees due to them or that may have
already been paid, the Debtors shall pay (i) an additional financing fee in
the aggregate amount of $4,500,000 to Ducera Partners LLC and Banco
BTG Pactual SA (the “Ducera Financing Fee”) which, for the avoidance
of doubt, shall not prejudice each advisor’s entitlement to other fees and

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reimbursements provided for by their respective engagement letters, and
(ii) an additional fee in the aggregate amount of $1,700,000 to Moelis (the
“Moelis Fee”), in each case, subject to the procedures set forth in the Exit
Financing Approval Order.
The Chapter 11 Plan shall provide that the Debtors shall reimburse and pay
directly the Mexican Investors’ reasonable costs and expenses, incurred in
connection with the Debtors’ Chapter 11 cases, this Term Sheet, the
Chapter 11 Plan and the transactions contemplated hereunder or under the
Chapter 11 Plan.
The Commitment Premium, the Reimbursed Fees and Expenses, the
Ducera Financing Fee and the Moelis Fee shall constitute allowed super-
priority administrative expense claims of the Debtors’ estate under sections
503(b) and 507 of the Bankruptcy Code, junior only to the DIP Loans.
The Subscription Agreement shall contain a customary indemnification
provision in favor of the Commitment Parties and their affiliates, equity
holders, members, partners, general partners, managers and its and their
respective representatives and controlling persons from and against any and
all losses, claims, damages, liabilities and costs and expenses arising out of
a claim asserted by a third party arising out of or in connection with the
Equity Commitment Letter, this Term Sheet or the Subscription Agreement
or the transactions contemplated hereby and thereby.
Listing Matters The determination with respect to the continued public listing of the New
Shares and timing considerations related thereto shall be mutually
acceptable to Delta, Apollo and the Required Commitment Parties.
Securities Law Matters The Debtors shall use commercially reasonable efforts to provide that the
New Shares and the Commitment Premium are exempt from the
registration requirements of the U.S. federal securities laws under Section
1145 of the Bankruptcy Code to the fullest extent permitted thereby or
otherwise pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”) and/or Regulation D promulgated
thereunder, or another available exemption promulgated thereunder. Any
of the New Shares and the Commitment Premium that are issued pursuant
to certain exemptions under the Securities Act (and for the avoidance of
doubt, not under Section 1145 of the Bankruptcy Code) may be “restricted
securities” and/or otherwise subject to certain transfer restrictions under the
U.S. federal securities laws unless sold pursuant to an exemption from the
registration requirements of the U.S. federal securities laws or an effective
registration statement.
Reorganized Grupo will provide customary registration rights to the
Commitment Parties and Apollo on terms mutually acceptable to
Reorganized Grupo and the Required Commitment Parties.
Additional Matters The terms of the MIP to be established and implemented with respect to
Reorganized Grupo shall be on the terms set forth in the Chapter 11 Plan,
which terms shall be consistent with market terms for a company of the size

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and complexity of Reorganized Grupo and the market in which it operates.
The terms of the MIP set forth in the Chapter 11 Plan shall be acceptable to
the Company, Delta, Apollo and the Required Commitment Parties.
Any true-up cash payments to members of Grupo’s executive management
team that may be contemplated shall be included in the Chapter 11 Plan and
be mutually acceptable to the Company (including Grupo’s current
compensation committee and Grupo’s executive management team), Delta,
Apollo and the Required Commitment Parties.
The New Shares issued on the Effective Date will be diluted after the
Effective Date by any issuances of New Shares under the MIP.
Acquisition of Aircraft/
Lease Financing Claims
Each Commitment Party covenants that if an aircraft lease and/or aircraft
financing (including any JOLCOS) (an “Aircraft Lease/Financing”) has
not yet been rejected or restructured, but is the subject of an LOI or similar
agreement between the applicable Debtor and the counterparty thereto,
such Commitment Party will only purchase a claim, right or interest in
respect of such Aircraft Lease/Financing if it agrees to the terms of such
LOI or similar agreement, including, but not limited to any agreement to a
rejection damages claim included therein.
Releases The Chapter 11 Plan shall contain usual and customary releases in favor of
the Commitment Parties and Apollo and otherwise mutually acceptable to
the Debtors, Commitment Parties and Apollo.
Tax Treatment The terms of the Equity Financing will be structured to maximize tax
efficiencies for each of the Company and the Commitment Parties, and the
Company shall use commercially reasonable efforts to coordinate efforts
with the Commitment Parties in this regard.
Confidentiality Except as may be required by law, the existence of this term sheet and the
terms contained herein, as well as any discussions between the parties, will
be kept confidential, except as otherwise may be expressly agreed to by the
Required Commitment Parties, Apollo, Delta and the Debtors.

75

Exhibit A Certain Definitions “Net Debt Amount” means the Debt and Debt-like Items Amount, minus the Cash and Cash Equivalents Amount. “Debt and Debt-like Items” means, in relation to the Company: (a) any financed fleet debt; (b) any capitalized fleet debt; (c) any commercial paper, securitized notes, receivables facilities, or other financed non-fleet debt; (d) any debts owed to PLM; (e) the BBVA revolving credit line; and (f) any indebtedness for borrowed money whether current or funded, fixed or contingent, or secured or unsecured (including any “take-back” debt related to the recoveries to holders of Notes claims), in each case, as reflected in the Business Plan; provided, that “Debt and Debt-like Items” shall include the pro forma impact of any liabilities for indebtedness for borrowed money contemplated by this transaction (as well as the pro forma impact of any repayments of existing indebtedness as contemplated by this transaction). Debt and Debt-like Items shall not include: (a) any accrued and unfunded employee liabilities relating to any pension, retirement or deferred compensation benefits; (b) any on balance sheet provisions, whether related to the Company’s fleet or otherwise; and (c) any unsecured debt expected to be extinguished upon the Effective Date. “Cash and Cash Equivalents” means any cash and equivalents reflected in the Business Plan, including Restricted Cash. “Restricted Cash” means (i) VMR accounts receivable facility; (ii) short term CEBURES; (iii) Sistemas (CIB/3482); (iv) any HSBC margin call restricted cash accounts.

76

Exhibit B Illustrative Plan Equity Value Calculation (U.S.$ in millions) TEV $5,400 (+) Secured Fleet $236 (+) Fleet Operating Leases 2,323 (+) Non-fleet debt 686 (+) Exit 1L Notes 763 Debt and Debt-like Items $4,008 Cash on balance sheet1 $510 (-) Exit 1L Notes commitment fee (8) (-) Tranche 2 DIP cash exit fee (5) (-) Tranche 2 DIP cash repayments (108) (+) Committed Equity Amount 600 (+) Delta Purchase Amount 100 (+) Mexican Shareholders Purchase Amount 20 (+) Exit 1L Notes cash proceeds 763 (-) Tranche 1 DIP cash repayment (200) (-) Cash distribution to GUCs (350) (-) Apollo Settlement Consideration (150) Cash and Cash Equivalents $1,171 Illustrative Plan Equity Value $2,564 1. Includes $486m of unrestricted cash and $24m of restricted cash and represents cash balance per the Business Plan.

77

[EXHIBIT B] Joinder (to the Commitment Letter)

78

Form of Joinder Agreement This joinder agreement (the “Joinder Agreement”) to Equity Commitment Letter, dated November [●], 2021 (as has been or may be hereafter amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ECL”), among Grupo Aeroméxico, S.A.B. de C.V. (the “Company”) and the Commitment Parties party thereto, is executed and delivered by [●] (the “Joining Party”) as of [●], 20[●] (the “Joinder Date”). Each capitalized term used herein but not otherwise defined herein shall have the meaning set forth in the ECL. The Joining Party specifically agrees to be bound by the terms and conditions of the ECL and makes all representations and warranties contained therein as of the date hereof and any further date specified in the ECL, and shall be deemed a “Commitment Party” under the terms of the ECL. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard for any conflicts of law principles that would apply the laws of any other jurisdiction, or, to the extent applicable, the Bankruptcy Code. [Signature Page Follows]

79

IN WITNESS WHEREOF, the Joining Party has caused this Joinder Agreement to be executed as of the Joinder Date. JOINING PARTY [COMMITMENT PARTY] By: Name: Title: Amount of Claims held (if any): Type of Claim: $__________________ Type of Claim: $__________________ Amount of Interests held (if any): Type of Interest: $__________________ Type of Interest: $__________________ Address for notices: Attention: Email:

80

AGREED AND ACCEPTED (as of the Joinder Date): GRUPO AEROMÉXICO, S.A.B. DE C.V. By: Name: Title:

81

EXHIBIT C Joinder (to Sections 1(d), 1(e), 1(f) and 1(g) of the Commitment Letter)

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Form of Joinder Agreement This joinder agreement (the “Joinder Agreement”) to Equity Commitment Letter, dated November [●], 2021 (as has been or may be hereafter amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ECL”), among Grupo Aeroméxico, S.A.B. de C.V. (the “Company”) and the Commitment Parties party thereto, is executed and delivered by [●] (the “Joining Party”) as of [●], 20[●] (the “Joinder Date”). Each capitalized term used herein but not otherwise defined herein shall have the meaning set forth in the ECL. Agreement to be Bound. The Joining Party, a transferee of Claims, hereby agrees to be bound by Sections 1(d), 1(e), 1(f) and 1(g) of the ECL, a copy of which is attached to this Joinder Agreement as Annex I (as the same has been or may be hereafter amended, amended and restated or otherwise modified from time to time in accordance with the provisions thereof). The Joining Party shall hereafter be deemed to be a “Commitment Party” solely for purposes of Sections 1(d), 1(e), 1(f) and 1(g) of the ECL. Representations and Warranties. The Joining Party hereby severally and not jointly makes the representations and warranties of the Commitment Parties set forth in Section 5(a) of the ECL (other than clauses (v) and (vi) therein) to the Company as of the Joinder Date. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard for any conflicts of law principles that would apply the laws of any other jurisdiction, or, to the extent applicable, the Bankruptcy Code. [Signature Page Follows]

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IN WITNESS WHEREOF, the Joining Party has caused this Joinder Agreement to be executed as of the Joinder Date. JOINING PARTY [COMMITMENT PARTY] By: Name: Title: Amount of Claims held (if any): Type of Claim: $__________________ Type of Claim: $__________________ Amount of Interests held (if any): Type of Interest: $__________________ Type of Interest: $__________________ Address for notices: Attention: Email:

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AGREED AND ACCEPTED (as of the Joinder Date): GRUPO AEROMÉXICO, S.A.B. DE C.V. By: Name: Title:

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Schedule 1 Commitments

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Exhibit B Equity Commitment Letter (blackline)

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November [ ], 2021 Grupo Aeroméxico S.A.B. de C.V. Av. Paseo de la Reforma 243, piso 25 Cuauhtémoc, Mexico City, Mexico, 06500 Attention: Mr. Andrés Conesa Labastida, CEO Mr. Ricardo Javier Sánchez Baker, CFO Email: aconesa@aeromexico.com rsbaker@aeromexico.com with a copy to: Sainz Abogados, S.C. Boulevard Manuel Ávila Camacho 24, piso 21 Lomas de Chapultepec, C.P. 11000 Ciudad de México, México Attention: Alejandro Sainz Orantes Santiago Alessio Robles Email: asainz@sainzmx.com salessiorobles@sainzmx.com with a copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: Timothy Graulich Leo Borchardt Email: timothy.graulich@davispolk.com leo.borchardt@davispolk.com Re: Equity Commitment Letter Ladies and Gentlemen: Reference is hereby made to the chapter 11 bankruptcy cases, lead Case No. 20-11563(SCC) (the “Chapter 11 Cases”), currently pending before the United States Bankruptcy Courtfor the Southern District of New York (the “Bankruptcy Court”), in which Grupo Aeroméxico,S.A.B. de C.V. (“Grupo” or “you”) and certain of its direct and indirect subsidiaries(collectively with Grupo, the “Debtors” and each, a “Debtor”) are debtors. Reference is furthermade to (i) that certain equity exit financing term sheet attached hereto as Exhibit A (togetherwith all exhibits thereto, the “Term Sheet”), which sets forth the material terms and conditionsof (i) a proposed issuance of New Shares (the “Equity Financing”), (ii) the definitivesubscription agreement for the New Shares (the “Subscription Agreement”) to be entered intobetween the Debtors and the Commitment Parties (as defined below), in form and substanceconsistent with the Term Sheet and otherwise acceptable to the Debtors and the RequiredCommitment Parties pursuant to the consent rights set forth in the Term Sheet (the

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“Subscription Agreement”), and (iii) a Chapter 11 plan of reorganization (the “Chapter 11Plan”) of the Debtors to be filed with the Bankruptcy Court (as such plan shall be amended andrevised to reflect the provisions set forth in the Term Sheet, and as may be further amended,revised and supplemented from time to time pursuant the consent rights contained in the TermSheet, the “Chapter 11 Plan”) to implement the reorganization of the Debtors on the terms andconditions set forth in the Term Sheet and otherwise reasonably acceptable to the Debtors, DeltaAir Lines, Inc. (“Delta”), and the Required Commitment Parties, and subject to such otherconsent rights set forth in the Term Sheet. Capitalized terms used in this commitment letter (this“Commitment Letter”) but not otherwise defined shall have the meanings ascribed to them in theTerm Sheet. 1. In connection with the foregoing, each of the undersigned (each, and, subject to theprior written consent (email being sufficient) of the Required Commitment Parties, any otherparty that executes a joinder to this Commitment Letter in the form attached as Exhibit B hereto,a “Commitment Party” and, collectively, the “Commitment Parties”) hereby agrees as follows: (a) Subject to the terms and conditions herein, in the Term Sheet and theSubscription Agreement, including the payment of the Commitment Premium, eachCommitment Party, on behalf of itself and its affiliates, affiliated funds and/or funds oraccounts managed, advised or subadvised by such Commitment Party, as applicable,hereby severally, and not jointly, agrees to subscribe for and purchase for cash on theEffective Date, at the Common Price Per Share, an aggregate an amount of New Sharesequal, at the Price Per Share, with an aggregate purchase price up to the equitycommitment amount set forth opposite such Commitment Party’s name on Schedule 1hereto (collectively, the “Commitments” and, individually, with respect to each suchCommitment Party, a “Commitment”). (b) Each Commitment Party, on behalf of itself and its affiliates, affiliatedfunds and/or funds or accounts managed, advised or subadvised by such CommitmentParty, as applicable, will satisfy its respective Commitment by funding its respectiveCommitment obligations in accordance with the terms and subject to the conditions in theTerm Sheet and to be set forth in the Subscription Agreement and in the Plan Documents(as defined below) governing the Equity Financing and the Commitments. (c) Each Commitment Party, on behalf of itself and its affiliates, affiliatedfunds and/or funds or accounts managed, advised or subadvised by such CommitmentParty, as applicable, hereby agrees to negotiate in good faith and use commerciallyreasonably efforts to execute the Subscription Agreement on terms consistent with theTerm Sheet. (d) Each Commitment Party, on behalf of itself and its affiliates, affiliatedfunds and/or funds or accounts managed, advised or subadvised by such CommitmentParty, as applicable, hereby agrees, subject to receipt by such Commitment Party of adisclosure statement with respect to the Chapter 11 Plan (including all exhibits andschedules thereto) (the “Disclosure Statement”) and related solicitation materials thathave been approved by the Bankruptcy Court, to (i) vote or cause to be voted all Interests(as defined in the Chapter 11 Plan) in and claims (as such term is defined in section2

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101(5) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as it may beamended from time to time, “Claims”) against the Debtors, including Claims with respectto those 7.000% senior notes due 2025 (the “Notes”), issued pursuant to that certainIndenture, dated as of February 5, 2020, by and among Aerovías de Mexico, S.A. deC.V., as issuer, Grupo, as guarantor, and the Bank of New York Mellon, as trustee,transfer agent, registrar and paying agent (such Claims against the Debtors with respectto the Notes, “Notes Claims”), held by such Commitment Party and its affiliates,affiliated funds and/or funds or accounts managed, advised or subadvised by suchCommitment Party, as applicable, to accept the Chapter 11 Plan by delivering dulyexecuted and completed ballots accepting the Chapter 11 Plan on a timely basis and (ii)refrain from changing, revoking or withdrawing (or causing such change, revocation orwithdrawal of) such vote; provided, that such Commitment Party shall only be obligatedto vote or cause to be voted suchits Notes Claims to accept the Chapter 11 Plan pursuantto this Section 1(d), and shall not change, revoke or withdraw such vote, if the Chapter11 Plan provides for recoveries on account of the Notes Claims in accordance with clause(i) contained within the section of the Term Sheet entitled “NoteholderCertain CreditorRecoveries” or such recoveries as otherwise agreed by the Required NoteholderInvestors; provided, howeverfurther, that such vote of a Commitment Party shall beimmediately revoked by such Commitment Party and deemed void ab initio upon (w) thedate that the Subscription Agreement is terminated as to all holders of Notes Claimsparty thereto or (x) the Outside Date (as defined below), if the Subscription Agreement isnot entered into by the Debtors and the Commitment Parties, in each case of (w) and (x)if such date occurs prior to the consummation of the Chapter 11 Plan. This Section 1(d)shall survive the termination of this Commitment Letter until the earlier of (y) the datethat the Subscription Agreementthis Commitment Letter is terminated as to all holders ofNotes Claims party thereto andsuch Commitment Party other than due to the entry intothe Subscription Agreement pursuant to Section 6(a) of this Commitment Letter or (z) theOutside Date (as defined below), if the Subscription Agreement is not entered into by theDebtors and the Commitment Parties; provided, however, that this Section 1(d) shallterminate as to any Commitment Party or its affiliates, affiliated funds and/or funds oraccounts managed, advised or subadvised by such Commitment Party that executes theSubscription Agreement. on or prior to the Outside Date. 3

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(e) Each Commitment Party, on behalf of itself and its affiliates, affiliatedfunds and/or funds or accounts managed, advised or subadvised by such CommitmentParty, as applicable, hereby agrees, to act in good faith and use commercially reasonableefforts to take all actions that are reasonably necessary or appropriate (including as maybe reasonably requested by the Debtors), and all actions required by the BankruptcyCourt, to support and achieve confirmation and consummation of the Chapter 11 Planand consummation of all transactions and implementation steps provided for orcontemplated in this Commitment Letter and the Chapter 11 Plan; provided, that nothingin this Section 1(e) shall be deemed to modify any consent rights of any CommitmentParty contained in the Term Sheet. (f) Each Commitment Party, on behalf of itself and its affiliates, affiliatedfunds and/or funds or accounts managed, advised or subadvised by such CommitmentParty, as applicable, hereby agrees, not to directly or indirectly, through any Person, (i)seek, solicit approval or acceptance of, encourage, propose, file, support, assist, engagein negotiations in connection with or participate in the formulation, preparation, filing orprosecution of or vote for, any Alternative Transaction, including, without limitation, anyother plan of reorganization that is not the Chapter 11 Plan or (ii) object to or otherwisetake any action that could reasonably be expected to prevent, interfere with, delay,impede, or postpone the solicitation and approval of the Disclosure Statement or thesolicitation of acceptances, confirmation, consummation, or implementation of theChapter 11 Plan or the transactions contemplated in the Chapter 11 Plan and thisCommitment Letter; provided, that nothing in this Section 1(f) shall be deemed to modifyany consent rights of any Commitment Party contained in the Term Sheet. (g) (e) 4

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(i) Each Commitment Party, on behalf of itself and its affiliates,affiliated funds and/or funds or accounts managed, advised or subadvised bysuch Commitment Party, as applicable, hereby agrees not to (and to cause any ofits affiliates, affiliated funds and/or funds or accounts managed, advised orsubadvised by such Commitment Party, as applicable, including for theavoidance of doubt any of its affiliates, affiliated funds and/or funds or accountsmanaged, advised or subadvised by such Commitment Party, as applicable, that(x) is not a Commitment Party and (y) holds Notes Claims against or Interests inthe Debtors (the “Company Claims/Interests”), not to) sell, contract to sell,give, transfer, convey, assign, pledge, hypothecate, participate, donate, grant asecurity interest in (except for blanket security interests of lenders to any of theCommitment Parties), offer, sell any option or contract to purchase or otherwiseencumber or dispose of, directly or indirectly (“Transfer”), any ownership,economic, voting or other rights (including any beneficial ownership as definedin the Rule 13d-3 under the Securities Exchange Act of 1934, as amended),including by granting any proxies, depositing any NotesCompanyClaims/Interests into a voting trust or entering into a voting agreement withrespect to any NotesCompany Claims/Interests, in any NotesCompanyClaims/Interests to any affiliated or unaffiliated party, including any party inwhich it may hold a direct or indirect beneficial interest, unless (i) the transfereeexecutes and delivers to counsel to the Debtors and counsel to the CommitmentParties, at or before the time of the proposed Transfer, a joinder to Sections 1(d)and, 1(e), 1(f) and 1(g) of this Commitment Letter agreeing in writing to bebound by the terms of thereof, in the form attached hereto as Exhibit BC, or (ii)the transferee is a Commitment Party and the transferee provides notice of suchTransfer (including the amount and type of NotesCompany Claims/InterestsTransferred) to counsel to the Debtors and counsel to the Commitment Parties ator before the time of the proposed Transfer; provided that upon any suchTransfer to a Commitment Party, such Transferred NotesCompanyClaims/Interests shall automatically be deemed to be subject to Sections 1(d)and, 1(e), 1(f) and 1(g) of this Commitment Letter. Any Transfer of NotesClaims or Interests in violation of this Section 1(eg) shall be void ab initio andthe Debtors shall have the right to enforce the voiding of such Transfer. (ii) This Commitment Letter shall in no way be construed to precludethe Commitment Parties from acquiring additional NotesCompanyClaims/Interests; provided, however, that (a) such additional NotesCompanyClaims/Interests shall automatically and immediately upon acquisition by aCommitment Party be deemed subject to the terms of this Commitment Letter(regardless of when or whether notice of such acquisition is given to counsel tothe Debtors or counsel to the Commitment Parties) and (b) such CommitmentParty must provide notice of such acquisition (including the amount and type ofNotesCompany Claims/Interests acquired) to counsel to the Debtors and counselto the Commitment Parties within three (3) business days of such acquisition. Notwithstanding anything to the contrary in this Section 1(eg), the restrictions onTransfer set forth in this Section 1(eg) shall not apply to the grant of any liens orencumbrances on any NotesCompany Claims/Interests in favor of a bank or5

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broker-dealer holding custody of such NotesCompany Claims/Interests in theordinary course of business and which lien or encumbrance is released upon theTransfer of such NotesCompany Claims/Interests. (iii) Notwithstanding the above, a Qualified Marketmaker (as definedbelow) that acquires any NotesCompany Claims/Interests with the purpose andintent of acting as a Qualified Marketmaker for such NotesCompanyClaims/Interests shall not be required to execute and deliver a joinder (asprovided in Section 1(eg)(i)) in respect of such NotesCompany Claims/Interestsif (a) such Qualified Marketmaker subsequently transfers such NotesCompanyClaims/Interests (by purchase, sale assignment, participation, or otherwise)within five (5) business days of its acquisition to a transferee that is an entity thatis not an affiliate, affiliated fund, or affiliated entity with a common investmentadvisor of the Qualified Marketmaker; (b) the transferee otherwise is a permittedtransferee under Section 1(eg)(i); and (c) the Transfer otherwise is a permittedTransfer under Section 1(eg)(i). To the extent that a Commitment Party is actingin its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale,assignment, participation, or otherwise) any right, title or interests inNotesCompany Claims/Interests that such Qualified Marketmaker acquires froma holder of the NotesCompany Claims/Interests who is not a Commitment Partywithout the requirement that the transferee be a permitted transferee underSection 1(eg)(i). For purposes of this Section 1(eg), a “Qualified Marketmaker”means an entity that (a) holds itself out to the public or the applicable privatemarkets as standing ready in the ordinary course of business to purchase fromcustomers and sell to customers NotesCompany Claims/Interests (or enter withcustomers into long and short positions in NotesCompany Claims/Interests), inits capacity as a dealer or market maker in NotesCompany Claims/Interests and(b) is, in fact, regularly in the business of making a market in claimsCompanyClaims/Interests against issuers or borrowers (including debt securities or otherdebt). (iv) This Section 1(e) shall survive the termination of thisCommitment Letter until the earlier of (x) the date that the SubscriptionAgreement is terminated as to all holders of Notes Claims party thereto and (y)the Outside Date, if the Subscription Agreement is not entered into by theDebtors and the Commitment Parties; provided, however, that this Section 1(e)shall terminate as to any Commitment Party or its affiliates, affiliated fundsand/or funds or accounts managed, advised or subadvised by such CommitmentParty that executes the Subscription Agreement. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, theagreements and obligations of the Commitment Parties in this Commitment Letter shallnot be effective and binding as to the Commitment Parties until Grupo has delivered aduly executed counterpart to this Commitment Letter. 2. Grupo hereby agrees to (and to cause the Company, including the other Debtors,6

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to): (a) negotiate in good faith and use commercially reasonable efforts to executethe Subscription Agreement on terms consistent with the Term Sheet; and(b) subject to the terms and conditions herein, in the Term Sheet and theSubscription Agreement, (i) support and take all steps reasonably necessary and desirableto consummate the Equity Financing in accordance with the Term Sheet and theSubscription Agreement and (ii) file, seek entry of and use commercially reasonableefforts to obtain entry of the Exit Financing Approval Order (which shall be consistentwith the terms and conditions provided in this Commitment Letter and the Term Sheet)approving, among other things, the entry into the Subscription Agreement and thepayment of all fees and expenses contemplated by the Term Sheet and the SubscriptionAgreement, including the Commitment Premium, in each case prior to the Outside Date(as defined below). 3. The obligations of Grupo (on behalf of itself and the other Debtors) to consummatethe Equity Financing and the Commitment Parties to fulfill their Commitments hereunder shallbe subject to, among other things (i) the negotiation, execution and delivery of the SubscriptionAgreement and such other definitive agreements for the Equity Financing and the Chapter 11Plan, including, without limitation, the Definitive Documentation and any other commitmentagreements, purchase agreements, revised corporate bylaws of Reorganized Grupo and othersimilar agreements and documentation required to be entered into on the Effective Date underthe terms of the Chapter 11 Plan (collectively, the “Plan Documents”), (ii) receipt of anygovernmental, contractual, regulatory or other consents or approvals reasonably necessary toconsummate the Equity Financing and the other transactions contemplated by the Term Sheetand the Chapter 11 Plan and (iii) the Debtors refinancing or otherwise retiring (by way of aconversion into equity or otherwise) all of the loans and claims arising under that certain termloan agreement, entered into as of November 6, 20212020 (the “DIP Credit Agreement”), byand among Grupo, as borrower, the Guarantors party thereto, the DIP Lenders party thereto andUMB Bank National Association, as Administrative Agent and Collateral Agent (each as definedin the DIP Credit Agreement). 4. The proceeds of the Equity Financing will be used solely as contemplated by theSubscription Agreement and the Chapter 11 Plan. Notwithstanding anything to the contrary inthis Commitment Letter, the Commitment Parties shall not be obligated to contribute to,purchase equity or debt of, or otherwise provide funds to Reorganized Grupo in any amount inexcess of their respective Commitment (the “Cap”). Under no circumstances shall thisCommitment Letter be enforced without giving full and absolute effect to the Cap. 5. The obligation of the Commitment Parties to fund the Equity Financing is subjectto: (a) entry into the Subscription Agreement by each of the Commitment Partiesand each of the Debtors; (b) the Chapter 11 Plan and the Debtors’ entry into the Subscription7

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Agreement shall have been approved by the Bankruptcy Court and such approval shall bein full force and effect; (c) the satisfaction or waiver of each of the conditions precedent set forth inthe Subscription Agreement, in each case in accordance with the terms thereof; and(d) solely with respect to Delta, approval of the Equity Financing by Delta’sBoard of Directors (the “Delta Board Approval”). 6. 4. (a) Except for Sections 1(d), 1(e) and 6Section 8 of this Commitment Letter,which SectionsSection 8 shall survive in accordance with theirits terms, this Commitment Lettershall automatically terminate in the event that the Debtors and the Commitment Parties enter intothe Subscription Agreement. (b) Additionally, this Commitment Letter may be terminated (xv) with respectto the Claimholder Investors, by Claimholder Investors holdingsholding, in theaggregate, at least a majority of the Commitments then held by the Claimholder Investors(the “Required Claimholder Investors”), (yw) with respect to each BSPO Investor, bythe applicable BSPO Investor and, (zx) with respect to each Other Commitment Party, bythe applicable Other Commitment Party, (y) with respect to the Noteholder Investors, byNoteholder Investors holding, in the aggregate, a least a majority of the Commitmentsthen held by the Noteholder Investors (the “Required Noteholder Investors”) and (z)with respect to Delta, by Delta, in each case, by delivery to Grupo of a written notice(email being sufficient) in accordance with Section 1618(a), upon the occurrence of anyof the following events, unless, in each case, the deadlines set forth below are extendedby mutual written agreement (email being sufficient) of the BSPO Investors and theRequired Noteholder Investors delivered to Grupo: (i) the Bankruptcy Court does not enter the Exit Financing ApprovalOrder on or prior to October 22December 1, 2021 (subject to an automaticextension solely to the minimum extent required by Bankruptcy Courtavailability); or (ii) the Subscription Agreement is not entered into by the Debtorsand the Commitment Parties on or prior to October [●]December 3, 2021 (the“Outside Date”). For the avoidance of doubt, the termination of this Commitment Letter in accordancewith its terms by the Required Claimholder Investors as to the Claimholder Investors, theRequired Noteholder Investors as to the Noteholder Investors, any BSPO Investor, anyOther Commitment Party or Delta, as applicable, shall terminate all obligations of suchClaimholder Investors, Noteholder Investors, BSPO Investors, Other CommitmentsParties or Delta, as applicable, and their affiliates, affiliated funds and/or funds oraccounts managed, advised or subadvised by such party, as applicable, except asprovided for in the Term Sheet. Upon notice of termination delivered by any of theCommitment Parties to Grupo as set forth in this Section 6(b), Grupo shall provide8

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prompt notice to the other Commitment Parties as to such termination by any applicableCommitment Party. 7. 5. Representations and Warranties. (a) Each Commitment Party hereby represents and warrants, on a several (notjoint and several) basis and solely as to itself, that (i) it has all limited partnership,corporate or other power and authority necessary to execute, deliver and perform thisCommitment Letter, (ii) the execution, delivery and performance of this CommitmentLetter by it has been duly and validly authorized and approved by all necessary limitedpartnership, corporate or other organizational action by it (other than, solely with respectto Delta, the Delta Board Approval), (iii) this Commitment Letter has been duly andvalidly executed and delivered by it and, assuming due execution and delivery by theother parties hereto, constitutes a valid and legally binding obligation of it, enforceableagainst it in accordance with the terms of this Commitment Letter, (iv) the execution,delivery and performance by such Commitment Party of this Commitment Letter do not(Yx) violate the organizational documents of such Commitment Party or (Zy) violate anyapplicable law or judgment, (v) if applicable, as of the Effective Date, its Commitment isless than the maximum amount that it or any of its affiliates that may provide theCommitment is permitted to invest in any one portfolio investment pursuant to the termsof its constituent documents or otherwise, (vi) it will have, or its affiliates, affiliatedfunds and/or funds or accounts managed, advised or subadvised by such CommitmentParty, as applicable, that may provide the Commitment will have, in the aggregate, as ofthe Effective Date, available funds at least in the sum of its Commitment hereunder and(vii) it is the beneficial owner of the amount of NotesCompany Claims/Interestsidentified below its name on its signature page hereof and in the amounts set forththerein, or is the nominee, investment manager, adviser, or sub-adviser for beneficialholders of such NotesCompany Claims/Interests, as reflected on its signature block tothis Agreement. (b) Grupo hereby represents and warrants that (i) it has all corporate powerand authority necessary to execute, deliver and perform this Commitment Letter, (ii) theexecution, delivery and performance of this Commitment Letter by it has been duly andvalidly authorized and approved by all necessary corporate action by it, (iii) thisCommitment Letter has been duly and validly executed and delivered by it and, assumingdue execution and delivery by the other parties hereto, constitutes a valid and legallybinding obligation of it, enforceable against Grupo in accordance with the terms of thisCommitment Letter, and (iv) the execution, delivery and performance by Grupo does not(Yx) violate the organizational documents of the Company or (Zy) violate any applicablelaw or judgment. 8. 6. Indemnification. (a) Whether or not the transactions contemplated hereby, in the SubscriptionAgreement or in the Chapter 11 Plan are consummated, Grupo (or, to the extent Grupodoes not meet its obligations under this paragraph Section 8(a), the other Debtors) herebyagrees to indemnify and hold harmless each of the Commitment Parties, their affiliates9

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and each of its and their respective stockholders, equity holders, members, partners,managers, officers, directors, employees, attorneys, accountants, financial advisors,consultants, agents, advisors and controlling persons (each, an “Indemnified Party”)from and against any and all losses, claims, damages, liabilities and expenses, joint orseveral, imposed on, sustained, incurred or suffered by, or asserted against, anyIndemnified Party as a result of or arising out of or in any way related to, directly orindirectly, this Commitment Letter, the Subscription Agreement or any of the otherDefinitive Documentation, the Commitments or any claim, litigation, investigation orproceeding relating to any of the foregoing, regardless of whether any such IndemnifiedParty is a party thereto and whether or not any such claim, litigation, investigation orproceeding is brought by Grupo or any of its affiliates or other related parties, and toreimburse each such Indemnified Party for the reasonable and documented legal or otherout-of-pocket costs and expenses as they are incurred in connection with investigating,responding to or defending any of the foregoing; provided, that the foregoingindemnification will not, as to any Indemnified Party, apply to losses, claims, damages,liabilities or expenses to the extent that they have resulted from the willful misconduct orgross negligence of, or material breach of obligations under this Commitment Letter, theSubscription Agreement or the Definitive Documentation by, such Indemnified Party orany of such Indemnified Party’s controlled affiliates or any of its or their respectiveofficers, directors, employees, agents, advisors or other representatives or successors ofany of the foregoing (as determined by a court of competent jurisdiction in a final andnon-appealable decision). (b) None of the Indemnified PersonsParties, Grupo, or their respectivedirectors, officers, employees, advisors, and agents shall be liable for any indirect,special, punitive or consequential damages in connection with this Commitment Letter,the Subscription Agreement or the transactions contemplated hereby; provided, thatnothing contained in this sentence shall limit Grupo’s indemnity obligations to the extentset forth in Section 68(a). (c) Grupo shall not be liable for any settlement of any claim, litigation,investigation or proceeding if the amount of such settlement was effected withoutGrupo’s consent (which consent shall not be unreasonably withheld, conditioned ordelayed), but if settled with Grupo’s written consent or if there is a final judgment for theplaintiff in any such claim, litigation, investigation or proceeding, Grupo agrees toindemnify and hold harmless each Indemnified Party from and against any and allliabilities and related expenses by reason of such settlement or judgment in accordancewith the terms of clauses Section 8(a) and (b) above. (d) The terms set forth in this Section 68 shall survive termination of thisCommitment Letter and shall remain in full force and effect regardless of whether thetransactions contemplated hereby or by the Subscription Agreement or the Chapter 11Plan are consummated. 9. 7. Disclosures; Confidentiality. (a) Grupo shall use good faith and commercially reasonable efforts to provide10

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drafts to counsel to the Commitment Parties of any press releases, public filings(including any filings made with the Mexican Securities Exchange Market (BolsaMexicana de Valores) (“BMV”), public announcements or communications with anynews media or to the public generally, that constitute disclosure of the existence or termsof this Commitment Letter (or any amendment to the terms of this Commitment Letter)or the transactions contemplated hereby (including the Term Sheet), within a reasonabletime (and in any event not less than two (2) calendar days (it being understood that suchperiod may be shortened to the extent there are exigent circumstances that require suchpress release, public filing, public announcement or communication to be made tocomply with applicable laws)) prior to making or filing any such press release, publicfiling, public announcement or communication and shall (x) provide to such counsel areasonable opportunity to review and provide comments on and (y) consult in good faithwith such counsel regarding the form and substance of, any such proposed press release,public filing, public announcement or communication. Grupo and its advisors shall not(and shall cause the other Debtors and the Company not to) (a) use the name of anyCommitment Party, or other identifying information about any Commitment Party, in anypress release, public filing, public announcement or communications or filing with theBMV or other means of disclosure without such Commitment Party’s prior writtenconsent (which consent may be granted or withheld in such Commitment Party’s solediscretion) (email being sufficient) and (b) except as required by applicable law orotherwise permitted under the terms of any other agreement between the Company andany Commitment Party, disclose to any person (including, for the avoidance of doubt,any other party), other than advisors to the Company who need to know for purposes ofthe transactions contemplated by this Commitment Letter (including the Term Sheet),subject to any confidentiality agreement between the Company and any CommitmentParty, the Commitments, name, or notice information of, or amount of NotesCompanyClaims/Interests held by, any of the Commitment Parties without such CommitmentParty’s prior written consent (email being sufficient), and the Company acknowledgesand agrees that it may not disclose such information provided by a Commitment Partycontained on Schedule 1 attached hereto or such Commitment Party’s signature page(including a signature page to any joinder to this Commitment Letter), as applicable, andfurther agrees that it shall redact such information from the applicable signature pages(including signature pages to any joinder to this Commitment Letter), exhibits orschedules before filing any pleading with the Bankruptcy Court (provided, that theCommitments may be filed in unredacted form with the Bankruptcy Court under seal)and from “closing sets” or other representations of the fully executed CommitmentLetter; provided, however, that (i) if such disclosure is required by law, subpoena, orother legal process or regulation, the disclosing party shall afford the relevantCommitment Party a reasonable opportunity to review and comment in advance of suchdisclosure and shall take all reasonable measures to limit such disclosure and (ii) theforegoing shall not prohibit the disclosure of the aggregate Commitments made by all theCommitment Parties, collectively. Notwithstanding the provisions in this Section 79, anyparty may disclose, only to the extent consented to in writing (email being sufficient) bya Commitment Party, such Commitment Party’s individual holdings of Notes Claims,Interests or Commitment amount. Nothing contained herein shall be deemed to waive,amend or modify the terms of any confidentiality agreement between the Company and11

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any Commitment Party. (b) Each Commitment Party hereby (i) represents that its obligations under itsconfidentiality agreement with Grupo (each such confidentiality agreement between theapplicable Commitment Party and Grupo, a “Confidentiality Agreement”), if any, shallcontinue in accordance with the terms of the applicable Confidentiality Agreement and(ii) covenants that it shall comply with the terms of the applicable ConfidentialityAgreement. 10. 8. The assignment of this Commitment Letter and any of the rights, interests orobligations under this Commitment Letter by a Commitment Party shall be governed by theprovisions set forth under the caption “Transferability of Commitments” in the Term Sheet,mutatis mutandis. Grupo may not assign this Commitment Letter or any of its rights, interests orobligations under this Commitment Letter without the prior written consent of the RequiredCommitment Parties. 11. 9. Each of Grupo and the Commitment Parties hereby agree that irreparabledamage would occur if any provision of this Commitment Letter were not performed inaccordance with the terms hereof and that each of the parties hereto shall be entitled to aninjunction or injunctions without the necessity of posting a bond or proving the inadequacy ofmoney damages to prevent breaches of this Commitment Letter or to enforce specifically theperformance of the terms and provisions hereof, in addition to any other remedy to which theyare entitled at law or in equity. Unless otherwise expressly stated in this Commitment Letter, noright or remedy described or provided in this Commitment Letter is intended to be exclusive orto preclude a party hereto from pursuing other rights and remedies to the extent available underthis Commitment Letter, at law or in equity. 12. 10. This Commitment Letter, including all exhibits (including the Term Sheet) andschedules hereto, constitutes the entire understanding of the parties hereto with respect to thesubject matter hereof and replaces and supersedes all prior agreements and understandings(written and oral) between the parties hereto with respect to the subject matter hereof and shallbecome effective and binding upon the mutual exchange of fully executed counterparts by eachof the parties hereto. 13. 11. This Commitment Letter may be in the form of an Electronic Record and maybe executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. Each party agrees that any Electronic Signature (including, without limitation, facsimile or .pdf)shall be valid and binding on each party to the same extent as a manual, original signature, andthat this Commitment Letter entered into by Electronic Signature, will constitute a legal, validand binding obligation enforceable against each party in accordance with the terms thereof to thesame extent as if a manually executed original signature was delivered to Grupo. For theavoidance of doubt, the authorization under this paragraph may include, without limitation, useor acceptance by Grupo of a manually signed paper agreement which has been converted intoelectronic form (such as scanned into PDF format), or an electronically signed agreementconverted into another format, for transmission, delivery and/or retention. This CommitmentLetter in the form of an Electronic Record, shall be considered an original for all purposes, andshall have the same legal effect, validity and enforceability as a paper record. For purposes12

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hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned tothem, respectively, by 15 USCU.S.C. §7006, as it may be amended from time to time. 14. 12. THIS COMMITMENT LETTER IS TO BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORKAPPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE,WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court ofcompetent jurisdiction in the State of New York, Borough of Manhattan, each of the partieshereby agrees that, so long as the Chapter 11 Cases are pending, the Bankruptcy Court shall haveexclusive jurisdiction over all matters arising out of or in connection with this CommitmentLetter. Each party hereto agrees that it shall bring any action or proceeding in respect of anyclaim arising out of or related to this Commitment Letter, to the extent possible, in theBankruptcy Court, and solely in connection with claims arising under this Commitment Letter: (i) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court; (ii) waives anyobjection to laying venue in any such action or proceeding in the Bankruptcy Court; and (iii)waives any objection that the Bankruptcy Court is an inconvenient forum or does not havejurisdiction over any party hereto. 15. 13. EACH PARTY HERETO HEREBY WAIVES ALL RIGHTS TO TRIAL BYJURY IN ANY JURISDICTION IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TORESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THIS COMMITMENTLETTER, WHETHER IN CONTRACT, TORT OR OTHERWISE. 16. 14. The confidentiality, indemnification, jurisdiction, governing law, no fiduciaryduty, waiver of jury trial and venue provisions contained herein shall remain in full force andeffect notwithstanding the termination of this Commitment Letter; provided, that except asexpressly provided hereinin Section 6, the obligations under this Commitment Letter shallautomatically terminate and be superseded by the provisions of the Subscription Agreementupon the execution thereof by all parties thereto. 17. 15. If any provision of this Commitment Letter is held invalid or unenforceable byany court of competent jurisdiction, the other provisions of this Commitment Letter will remainin full force and effect. Any provision of this Commitment Letter held invalid or unenforceableonly in part or degree will remain in full force and effect to the extent not held invalid orunenforceable. 18. 16. All notices hereunder shall be deemed given if in writing and delivered, byelectronic mail, courier, or registered or certified mail (return receipt requested), to the followingaddresses (or at such other addresses as shall be specified by like notice): (a) if to Grupo, to the address set forth at the beginning of this CommitmentLetter; (b) if to a Commitment Party that is a Noteholder Investor, to the address setforth on the signature page for such Commitment Party, with a copy, which shall notconstitute notice, to: 13

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Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Attn: David Botter, Jason Rubin, Meng Ru and Alan J. Feld Email: dbotter@akingump.com jrubin@akingump.com mru@akingump.com ajfeld@akingump.com (c) if to a Commitment Party that is a BSPO Investor, to the address set forthon the signature page for such Commitment Party, with a copy, which shall not constitutenotice, to: Milbank LLP 55 Hudson Yards New York, NY 10003 Attn: Dennis F. Dunne, Andrew M. Leblanc, and Matthew L. BrodEmail: ddunne@milbank.com aleblanc@milbank.com mbrod@milbank.com (d) if to a Commitment Party that is a Claimholder Investor, to the address setforth on the signature page for such Commitment Party, with a copy, which shall notconstitute notice, to: Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Attn: Scott Greenberg, Matthew Williams, Joshua Brody Email: sgreenberg@gibsondunn.com mjwilliams@gibsondunn.com jbrody@gibsondunn.com (e) if to any Other Commitment Party or any other person that becomes aCommitment Party pursuant to a joinder, to the address set forth on the signature page forsuch party (including on the signature page to a joinder); (f) if to the Mexican Investors, to the address set forth on the signature pagefor such party; and (g) if to Delta, to the address set forth on the signature page for suchCommitment Party, with a copy, which shall not constitute notice, to: Hughes Hubbard & Reed LLP One Battery Park Plaza New York, NY 10004 Attn: Kathryn A. Coleman 14

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Jeffrey S. Margolin Email: katie.coleman@hugheshubbard.com jeff.margolin@hugheshubbard.com Any notice given by delivery, mail, or courier shall be effective when received. 19. 17. The parties shall cooperate with each other in good faith and shall coordinatetheir activities (to the extent practicable) in respect of all matters concerning the implementationand consummation of the transactions contemplated hereby. 20. 18. Except as expressly provided in this Commitment Letter, (a) nothing herein isintended to, or does, in any manner waive, limit, impair or restrict the ability of each party toprotect and preserve its rights, remedies and interests, including claims against or interests inGrupo, any other of the Debtors or other parties, or its full participation in the Chapter 11 Cases,and (b) the parties each fully preserve any and all of their respective rights, remedies, claims andinterests upon a termination of this Commitment Letter. Nothing provided in this CommitmentLetter shall alter, amend, or modify any other agreement or contractual commitment between aCommitment Party and any Debtor. Any such agreements or contractual commitments shallremain in full force and effect and shall only be altered, amended, or modified as provided for inthe Term Sheet. 21. 19. This Commitment Letter may not be amended, modified, supplemented orwaived except in writing signed by each of the parties hereto; provided, however, that theconsent of a party (or the Required Commitment Parties or Majority Claimholders, asapplicable) to amend, modify, supplement or waive any provision of this Commitment Letter(including the Term Sheet) shall not be required to the extent such party’s consent rights arelimited as set forth in the Term Sheet with respect to the provision being modified, amended,supplemented or waived; and provided further, that the deadlines set forth in Section 46(b) maybe extended by email agreement by counsel to the applicable parties as set forth hereunder. ThisCommitment Letter may be executed in any number of counterparts, each of which will be anoriginal, and all of which, when taken together, will constitute one agreement. Delivery of anexecuted counterpart of this Commitment Letter by email or portable document format (PDF)will be effective as delivery of a manually executed counterpart of this Commitment Letter. 22. 20. Notwithstanding anything that may be expressed or implied in thisCommitment Letter, each party hereto acknowledges and agrees that no person other than theCommitment Parties (and their permitted assigns) shall have any obligation hereunder (subject tothe limitations provided herein) or in connection with the transactions contemplated hereby. (including the Term Sheet). For avoidance of doubt, the Indemnified Parties are intended thirdparty beneficiaries of Section 8. 23. 21. Each party hereto confirms that it has made its own decision to execute thisCommitment Letter and enter into the transactions contemplated hereby (including the TermSheet), based upon its own independent assessment of documents and information available to it,as it has deemed appropriate. 24. 22. The words “hereof,” “herein” and “hereunder” and words of like import used in15

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this Commitment Letter shall refer to this Commitment Letter as a whole and not to anyparticular provision of this Commitment Letter. References to any sections, exhibits andschedules are to such sections, exhibits and schedules of this Commitment Letter unlessotherwise specified. All exhibits and schedules annexed hereto or referred to herein (includingany exhibits, schedules or attachments thereto) are hereby incorporated in and made a part of thisCommitment Letter as if set forth in full herein. Any singular term in this Commitment Lettershall be deemed to include the plural, and any plural term the singular. Whenever the words“include,” “includes” or “including” are used in this Commitment Letter, they shall be deemedto be followed by the words “without limitation,” whether or not they are in fact followed bythose words or words of like import. “Writing,” “written” and comparable terms refer toprinting, typing and other means of reproducing words (including electronic media) in a visibleform. 25. 23. Notwithstanding anything to the contrary herein, nothing in this CommitmentLetter shall create any additional fiduciary obligationsduties on the part of any of the partieshereto or any members, managers or officers of any of the parties hereto or their affiliatedentities, in such person’s or entity’s capacity as a member, manager or officer of any of theparties hereto or their affiliated entities that such entities did not have prior to the execution ofthis Commitment Letter. None ofSolely by virtue of entering this into Commitment Letter, noneof the Commitment Parties shall have any fiduciary duty or other duties or responsibilities toeach other, any of the Debtors, or any of the Debtors’ subsidiaries or affiliates, creditors or otherstakeholders. No prior history, pattern or practice of sharing confidence among or between anyof the Commitment Parties and/or the Debtors or any of their subsidiaries or affiliates shall inany way affect or negate this understanding and agreement. For the avoidance of doubt: (a) eachCommitment Party is entering into this Commitment Letter directly with Grupo and not with anyother Commitment Party, (b) no other Commitment Party shall have any right to bring any actionagainst any other Commitment Party with respect to this Commitment Letter (or any breachthereof) and (c) no Commitment Party shall, nor shall any action taken by a Commitment Partypursuant to this Commitment Letter, be deemed to be acting in concert or as any group with anyother Commitment Party with respect to the obligations under this Commitment Letter nor shallthis Commitment Letter create a presumption that the Commitment Parties are in any way actingas a group. All rights under this Commitment Letter are separately granted to each CommitmentParty by Grupo and vice versa, and the use of a single document is for the convenience of Grupo. 26. 24. This Commitment Letter, including the transactions contemplated herein, is theproduct of negotiations among the parties hereto, together with their respective representatives. Notwithstanding anything herein to the contrary, this Commitment Letter is not, and shall not bedeemed to be, a solicitation of votes for the acceptance of the Chapter 11 Plan or any other planof reorganization for the purposes of sections 1125 and 1126 of the Bankruptcy Code orotherwise. If the foregoing is in accordance with your understanding of our agreement, pleaseindicate your acceptance of the terms of this Commitment Letter by returning to uscounsel tothe Commitment Parties executed counterparts of this Commitment Letter. [Remainder of this page intentionally left blank] 16

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Sincerely, [COMMITMENT PARTY] By: ________________________ Name: Title: Amount of Notes Claims held (if any): Type of Claim: $__________________ Type of Claim: $__________________ Amount of Interests held (if any): Type of Interest: $__________________ Type of Interest: $__________________ Address for notices: Attention: Email: [Signature Page to Equity Commitment Letter]

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Agreed to and Accepted this ____ day of OctoberNovember, 2021 GRUPO AEROMÉXICO, S.A.B. DE C.V. By: ________________________ Name: Title: By: ________________________ Name: Title: [Signature Page to Equity Commitment Letter]

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EXHIBIT A Equity Exit Financing Term Sheet [ [Signature Page to Equity Commitment Letter]

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EQUITY EXIT FINANCING, DIP AMENDMENT AND SETTLEMENT TERM SHEETThe following term sheet (this “Term Sheet”) summarizes the principal terms and conditions ofa proposed investment in Grupo Aeroméxico, S.A.B. de C.V. (“Grupo” and, together with itsdirect and indirect subsidiaries, the “Company”) and certain of its affiliates pursuant to a chapter11 plan of reorganization. This Term Sheet is non-binding, and is not an express or implied offerwith regard to the transactions described herein, and does not include all of the terms orconditions relating to such transactions. Any agreement with respect to the matters discussedherein shall be subject in all respect to negotiation and execution of definitive documentation. THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR ASOLICITATION OF ACCEPTANCES OF ANY CHAPTER 11 PLAN WITHIN THEMEANING OF SECTION 1125 OF THE BANKRUPTCY CODE OR ANY OTHER PLAN OFREORGANIZATION OR SIMILAR PROCESS UNDER ANY OTHER APPLICABLE LAW. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLESECURITIES LAWS, PROVISIONS OF THE BANKRUPTCY CODE AND/OR OTHERAPPLICABLE LAWS. THIS TERM SHEET IS FOR SETTLEMENT DISCUSSION PURPOSES ONLY, SUBJECTTO RULE 408 OF THE FEDERAL RULES OF EVIDENCE. UNTIL PUBLICLYDISCLOSED WITH THE PRIOR CONSENT OF THE REQUIRED COMMITMENTPARTIES, APOLLO, DELTA, AND THE DEBTORS, THIS TERM SHEET AND THEINFORMATION CONTAINED HEREIN IS CONFIDENTIAL AND MAY NOT BE SHAREDWITH ANY PERSON OTHER THAN THE COMMITMENT PARTIES, APOLLO, DELTA,THE MEXICAN INVESTORS AND THEIR RESPECTIVE PROFESSIONAL ADVISORS. General Terms: Implementation The transactions contemplated by this Term Sheet shall be implementedthrough (i) the Exit Financing Approval Order (as defined below), (ii) theDIP Credit Agreement Amendment (as defined below) and (iii) theconfirmation and effectiveness of a chapter 11 plan consistent in form andsubstance with this Term Sheet and otherwise subject to the consent rightsset forth herein, and which shall provide for the settlement of all claimsbetween the parties hereto and the Debtors in exchange for theconsideration provided for in such plan (a “Chapter 11 Plan”, and thedate on which a Chapter 11 Plan becomes effective, the “Effective Date”). Investors (i) Certain entities for which any of The Baupost Group, L.L.C., SilverPoint Capital, L.P., and Oaktree Capital Management, L.P., and InvictusGlobal Management, LLC serve as investment manager, advisor, orsubadvisor,orof accounts or sub-accounts directly or indirectly under anyof their management (the “BSPO Investors”); (ii) certain of the membersof the Ad Hoc Group of Senior Noteholders represented by Akin GumpStrauss Hauer & Feld LLP that, as applicable, serve as investmentmanager, advisor, subadvisor, or accounts or sub-accounts directly orindirectly under any of their management (the “Noteholder Investors”),each of which hold those 7.000% senior notes due 2025 (the “Notes”, andsuch holders, the “Noteholders”) issued pursuant to that certain Indenture,

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dated as of February 5, 2020, by and among Aerovías de México, S.A. deC.V. (“Aerovías”), as issuer, Grupo, as guarantor, and the Bank of NewYork Mellon, as trustee, transfer agent, registrar and paying agent; (iii)certain members of the Ad Hoc Group of Unsecured Claimholdersrepresented by Gibson, Dunn & Crutcher LLP (together, the“Claimholder Investors”); and, (iv) other entities that execute the EquityCommitment Letter (as defined below) (the “Other CommitmentParties”); (v) Delta Air Lines, Inc. (“Delta”), upon executing the EquityCommitment Letter, and (vi) a group of Mexican investors consisting ofEduardo Tricio Haro, Antonio Cosio Pando, Valentin Diez Morodo, andJorge Esteve Recolons (clause (vi) collectively, the “Mexican Investors”)((i) through (ivvi), collectively, the “Commitment Parties” and each of (i)through (iiiiv), an “Investor Group”). Certain investors who are Mexican individuals and/or Mexican companieswith a foreign investor’s exclusion clause under the Mexican foreigninvestment law (the “Mexican Investors”) may become parties in thefuture to the Equity Commitment Letter and/or the SubscriptionAgreement (as defined below). Exit Financing The Commitment Parties (other than Delta and the Mexican Investors)shall purchase or fund, as applicable, up to $1.1875 billion600 million ofnew equity (such amount, including, for the avoidance of doubt, theamount committed in respect of equity related to the PLM Upsizing (asdefined below), the “Committed Equity Amount”), which, including theCommitment Premium (defined below), shall represent 26.9% of all NewShares issued as of the Effective Date (before giving effect, solely to theextent applicable, to the exercise of any Preemptive Rights (as definedbelow) which any existing Grupo shareholder may be entitled to (otherthan any existing shareholders that (i) are party to that certain SupportAgreement dated as of September 4, 2020 by and between Grupo, AlpageDebt Holdings S.à r.l. and the shareholders party thereto from time to time(the “Shareholder Support Agreement”) or (ii) have otherwise waivedtheir Preemptive Rights) and concurrently with the issuance of the NewShares) and subject to pro rata dilution on account of the MIP (as definedbelow) (such aggregated dilution as described in this parenthetical, and inrespect of any future equity issuances that may be consummated by Grupoafter the Effective Date, collectively, the “Specified Dilution”)),consisting of single series shares (Serie Unica) (the “Serie UnicaShares”) or, in the event that, with the prior approval of the RequiredCommitment Parties, Apollo (as defined below) and Delta, the existingforeign investment authorization (if required) and the bylaws of Grupo areamended to contemplated, in compliance with applicable Mexican law, tocontemplate different series of shares, “N” shares with limited votingrights (“Series N Shares”) at least consistent with theno worse in anyrespect than the corresponding rights currently set forth in the bylaws ofGrupo for neutralordinary shares classified as “neutral,” and “O” shareswith full voting rights (“Series O Shares”), observingproviding for theMinimum Ownership Requirements (as defined below) of ReorganizedGrupo’s (as defined below) common stock (each of the Serie UnicaShares, Series N Shares and the Series O Shares, as applicable, the “New2

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Shares”) (such financing (constituting a capital increase in Grupo), the“Equity Financing”). In addition, certain of the Commitment Parties shall(other than Delta andthe Mexican Investors) shall commit to purchase or fund, as applicable,senior secured first lien notes in an aggregate principal amount of up to$537.5762.5 million (the “New Debt”), the terms of which shall be setforth in a term sheet attached to a separate debt commitment letter (the“Debt Financing Commitment Letter”)to bedelivered to the Debtors (asdefined below) on or around the date of the delivery of the EquityCommitment Letter (as defined below) (such financing, the “DebtFinancing” and, together with the Equity Financing, the “Financing”). Certain Commitment Parties (other than Delta and the Mexican Investors)and/or other third party investors may provide exit debt financing in lieuof the Debt Financing contemplated by the Debt Financing CommitmentLetter through a syndication expected to be arranged by JPMorgan onterms reasonably satisfactory to the Debtors, the Required CommitmentParties, Delta and Apollo (the “Alternative Exit Debt Financing”). Except as otherwise set forth herein, any Noteholder Investor that is a DIPLender1 under the DIP Credit Agreement (collectively, the “AHG DIPLenders”) that seeks treatment in respect of its Tranche 2 Loans otherthan in cash (inclusive of the 5.0% exit fee) in accordance with the termsof the DIP Credit Agreement (a “Non-Cash Conversion”) shall not beable to participate in the Equity Financing or the Debt Financing. For theavoidance of doubt, in no event shall the amount of New Shares (and theresulting percentage equity interest in Reorganized Grupo) issued to anyof the Commitment Parties, Apollo, Delta, the Mexican Pension Fund (asdefined below) or the Mexican Investors in accordance with this TermSheet and the Definitive Documentation be reduced or diluted by theamount of any New Shares issued to any AHG DIP Lender seekingtreatment in respect of its Tranche 2 Loans other than in cash (inclusive ofthe 5.0% exit fee). “Required Commitment Parties” shall mean (i) BSPO Investors thenholding at least 60% of the Commitments held by all BSPO Investors(excluding Commitments held by any Defaulting Commitment Party (asdefined below); (ii) Noteholder Investors then holding at least 66-⅔% ofthe Commitments held by all Noteholder Investors (excludingCommitments held by any Defaulting Commitment Party); and (iii) atleast two institutions from each of the BSPO Investors and Noteholder 1 All terms used but not defined herein shall have the meaning ascribed to such terms in that certain $1 billionsuper-priority debtor- in-possession term loan agreement (the “DIP Credit Agreement”) entered into as ofNovember 6, 2020 by and among Grupo, as Borrower, the Guarantors party thereto, the DIP Lenders partythereto and UMB Bank National Association, as Administrative Agent and Collateral Agent. 3

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Investors. Allocation of Commitments to purchase the New Shares (such equity purchaseCommitmentsthe commitments, the “Commitments”), shall be memorialized in definitiveCommitted Equity documentation, including a commitment letter (the “Equity CommitmentAmount Letter”) and a subscription agreement signedexecuted by the CommitmentParties and the Company for the New Shares (the “SubscriptionAgreement”) and. The Commitments in respect of the New Shares shallbe allocated among the Commitment Partiesas followsand as set forth inmorebut subject to additional detail on the schedules to the EquityCommitment Letter and the Subscription Agreement, as applicable (priorto accounting for the PLM Upsizing(the “Allocations”):  $100305.0 million of the New Shares shall be subscribed and paidfor by Delta (the “Delta Purchase Amount”)the BSPO Investors; $125175.0 million of the New Shares shall be subscribed and paidfor by the ClaimholderNoteholder Investors (the “ClaimholderPurchase Amount”); and  $100.0 million of the New Shares shall be subscribed and paid forby the Claimholder Investors; and  $77520.0 million of the New Shares shall be subscribed and paid forby the remainingOther Commitment Parties. “Required Commitment Parties” shall mean (i) BSPO Investors thenholding at least66-⅔% of the Commitments held by all BSPO Investors;(ii) Noteholder Investors then holding at least 66-⅔% of the Commitmentsheld by all Noteholder Investors; and (iii) at least two institutions fromeach of the BSPO Investors and Noteholder Investors. The allocation and dilution of New Shares issued to the CommitmentParties shall be in accordance with the illustrative tables attached hereto asExhibit C.1 PLM UpsizingStock In the event the Company requires incremental financing inParticipation orderdetermines to acquire the equity of PLM Premier, S.A.P.I de C.V. Transaction (“PLM”) not directly or indirectly owned by Grupo or any of its direct orindirect subsidiaries as of the Closing Date (the “PLM StockParticipation Transaction”) after accounting for the payoffpayment infull of any Tranche 2 Obligations2 under the DIP Credit Agreement on 1 New Shares issued on account of the Equity Investment, including on account of the Commitment Premium,shall not be diluted on account of any New Shares issued (i) on account of the Contract Amendment Fee (asdefined below) or (ii) as part of the resolution to be agreed by the Debtors and the Required CommitmentParties with respect to the Minimum Ownership Requirements (as defined below). 2 All terms used but not defined herein shall have the meaning ascribed to such terms in that certain $1 billionsuper-priority debtor- in-possession term loan agreement (the “DIP Credit Agreement”) entered into as ofNovember 6, 2021 by and among Grupo, as Borrower, the Guarantors party thereto, the DIP Lenders partythereto and UMB Bank National Association, as Administrative Agent and Collateral Agent. 4

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account of which the right to convert such claims into equity ofReorganized Grupo has not been exercised, up to $375,000,000 may beraised byshall be available to the Debtors (as defined below) through theFinancing to be used in connection with the PLM Stock ParticipationTransaction (the “PLM Upsizing”).as follows:  up to $187.5 million of the Committed Equity Amount shall beused in connection with the PLM Stock Participation Transaction;and The PLM Upsizing shall be allocated as follows:  In connection with the Equity Financing, up to $187.5 million ofNew Shares to be subscribed and paid for by the Commitment Parties (other than Delta) as set forth on a schedule to theSubscription Agreement; and  In connection with the Debt Financing, up to $187.5 million inprincipal amount of New Debt in respect of the Notes PurchaseAmount B (as defined in the Debt Financing Commitment Letter)shall be purchased by certain of the Commitment Parties (otherthan Delta). and the Mexican Investors), or shall be availablefrom the Alternative Exit Debt Financing. Whether or not there is a PLM Upsizing and notwithstanding thattheStock Participation Transaction, $187.5 million portion of the PLMUpsizing attributable tofrom the Equity Financing may be adjusteddownward, such $187.5 million shall at all times constitute part of theCommitted Equity Amount, including related to the calculation of theCommitment Premium (as defined below), and none of the CommittedEquity Amount, the Allocations or any Commitment of any CommitmentParty shall be adjusted downward except upon the prior written consent(with email being sufficient) of each affected Commitment Party. In theevent that there is no PLM Stock Participation Transaction, $187.5million from the Debt Financing shall be funded, but may be subject torepurchase pursuant to the terms of the Debt Financing CommitmentLetter to the extent the PLM Stock Participation Transaction is notconsummated. Commitment and In order to ensure compliance with the Minimum OwnershipAllocation Requirements (as defined below) on and following the Effective Date, theAdjustmentsDelta amount of New Shares available for purchase on the Effective Date shallPurchase Amount be subject to upward adjustment solely upon the consent of the RequiredCommitment Parties and the Debtors (as defined below) in consultationwith the Committee provided that, notwithstanding anything herein to thecontrary, a Commitment Party’s allocation of Commitments shall not beadjusted downward for any reason without such Commitment Party’sconsent. Any necessary reductions on account of Mexican Investor participation, ifany, shall be determined by the Commitment Parties (other than Delta);provided that the Delta Purchase Amount and the Claimholder Purchase5

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Amount shall not be reduced, without the consent of Delta and therelevant Claimholder Investor, as applicable. In addition to the Equity Financing by the Commitment Parties (otherthan Delta and the Mexican Investors), Delta shall subscribe and pay for$100 million of New Shares(the “Delta Purchase Amount”)at the PricePer Share (as defined below). The investment shall be made by Deltapursuant to the Subscription Agreement. In connection with thisinvestment, Delta shall receive the Commitment Premium in respect ofthe Delta Purchase Amount. Delta shall additionally be required to convert all fully accrued amountsof its Tranche 2 Loans, including all PIK interest and its equityconversion fee2 to New Shares at Plan Equity Value (as defined below)(the “Delta Tranche 2 DIP Conversion”). In exchange for (i) the assumption, amendment and extension of the jointcooperation agreement, dated May 27, 2015, by and among Aerovías deMéxico, S.A. de C.V. and Delta, as of the Petition Date and anyamendments, supplements or other modifications thereto through theEffective Date(the “Delta JCA”),, and (ii) entry into a service agreement,as mutually agreed to by Delta and the Debtors, which shalldocumentthecontinuation of the scope and level of support services Delta currentlyprovides in support of the joint venture and strategic alliance betweenDelta and the Company (the “Delta Service Agreement”), Delta shallreceive a contract fee (the “Contract Fee”) at the Effective Date. TheContract Fee shall equal 20.0% of the New Shares less the New SharesDelta receives on account of (i) the Delta Purchase Amount, (ii) the DeltaTranche 2 DIP Conversion and (iii) the Commitment Premium as of theEffective Date (the “Delta New Share Formula”). As a result, the Chapter11 Plan shall reflect that Delta shall receive 20.0% of all New Shares issuedunder the Chapter 11 Plan (which shall represent 20.0% of the capitalstock of Reorganized Grupo on the Effective Date (subject to theSpecified Dilution) (“Delta Ownership Interest”). In addition, any or allportions of Delta’s claims asserted against the Debtors shall be allowedand satisfied in accordance with the Chapter 11 Plan and any distributionsof New Shares on such claims shall be in addition to Delta’s OwnershipInterest. The amount of New Shares available for purchase by any CommitmentParty on the Effective Date may be adjusted downward in the solediscretion of the Commitment Party subject to such adjustment (andsolely with respect to the Commitments of such Commitment Party), toaccount for the principal amount of Tranche 2 DIP Loans actuallyconverting into New Shares of Reorganized Grupo; provided that theaggregate amount of New Shares purchased by the Commitment Partieson the Effective Date shall be no less than $800 million; and provided 2 For avoidance of doubt, this fully accrued amount, including PIK interest, and the equity conversion fee, isprojected to be approximately $234 million, as of December 30, 2021. 6

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further that the Commitment of Delta shall not be adjusted downwardexcept to the extent agreed by such Commitment Party and the RequiredCommitment Parties (without including Delta in calculating the applicableconsent threshold in such circumstance), It shall be a condition precedentto the Effective Date of the Chapter 11 Plan for the Contract Fee to havebeen approved by the United States Bankruptcy Court for the SouthernDistrict of New York (the “Bankruptcy Court”) as part of the Chapter 11Plan (the “Delta Condition Precedent”) and such Contract Fee shall bepaid on the Effective Date to Delta. The Chapter 11 Plan shall providethat any waiver of the Delta Condition Precedent shall be in Delta’s solediscretion. Apollo Settlement In full and final satisfaction, settlement, release, and discharge of and inConsideration exchange for Apollo Management Holdings, L.P.’s (on behalf of one ormore affiliates and/or funds or separate accounts managed by it and itsaffiliates, including Alpage Debt Holdings S.à r.l., “Apollo”) Tranche 2Loans, including all PIK interest and its equity conversion fee, and inconsideration for Apollo’s syndication of the DIP Loans and in fullsettlement of all claims Apollo may have, Apollo shall receive on theEffective Date (i) $150 million in cash, (ii) accrued interest at theapplicable interest rate under the DIP Credit Agreement on theoutstanding obligations under the Tranche 2 DIP Loans commencing onDecember 31, 2021 through the Effective Date in cash and (iii) 22.38%of all New Shares issued as of the Effective Date (subject to the SpecifiedDilution). The Apollo Obligations (as defined below) shall terminate (i)automatically if the Effective Date has not occurred by the Outside Dateand (ii) at Apollo’s option if there is a Termination of the SubscriptionAgreement as to all Commitment Parties. DIP Credit Agreement Apollo reserves all rights and remedies under the DIP Credit AgreementAmendment and other DIP Loan Documents, and nothing herein shall constitute awaiver thereof, nor shall it be a bar to the exercise of Apollo’s rights orremedies at a later date; provided that the exercise of such rights orremedies shall not be inconsistent with the terms set forth herein orotherwise frustrate the consummation of the Restructuring. Apollo, the AHG DIP Lenders, Delta and the Mexican Pension Fund, asapplicable, shall enter into an amendment to the DIP Credit Agreement(the “DIP Credit Agreement Amendment”) to:  permit the proposed Restructuring on the terms set forth in thisTerm Sheet, provided that the DIP Credit Agreement Amendment shall provide that such amendments and eachapplicable Tranche 2 Lender that has elected to convert itsTranche 2 Loans into New Shares pursuant to the Restructuringshall be subject to (i) the satisfaction of the applicable conditionsset forth under “Conditions Precedent” below, (ii) the accuracy inall material respect of all representations of the Debtors set forth7

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under “Debtors’ Representations and Warranties” below and (iii)compliance by the Debtors with the undertakings set forth under“Debtors’ Covenants” and “Interim Operating Covenants” belowand any other representations, warranties, covenants andtermination events set forth in the Subscription Agreement;  amend the Milestones (as defined in the DIP Credit Agreement)thereunder to the extent necessary to comply with the timeline asset forth in this Term Sheet, including to extend the ScheduledMaturity Date (as defined in the DIP Credit Agreement) to theOutside Date (as defined below), which shall be extendedwithout any extension fee; and  reimburse all reasonable and documented out-of-pocket fees,costs and expenses of Apollo, including, without limitation, inconnection with the preservation or enforcement of its rightsunder the DIP Credit Agreement, the preparation, execution anddelivery of the Definitive Documentation in connection with theproposal contained within this Term Sheet and any other exitfinancing proposal, including the reasonable and documented fees, costs and expenses of Cleary Gottlieb Steen & HamiltonLLP, Creel, García-Cuéllar, Aiza y Enríquez, S.C.., Paul, Weiss,Rifkind, Wharton & Garrison LLP, Seabury Corporate Finance LLC, Barclays Industrial Coverage, Barclays Mexico Banking and ECM, and Evercore Group L.L.C. (with the terms ofreimbursement of success fees to be set forth in the Chapter 11Plan), as advisors to Apollo. The DIP Credit Agreement Amendment shall be approved by theBankruptcy Court on a date no later than the date on which the EquityFinancing Approval Order is approved. The DIP Credit AgreementAmendment and the order approving the DIP Credit AgreementAmendment shall be consistent with the Equity Commitment Letter andthis Term Sheet and otherwise in form and substance acceptable toApollo and reasonably acceptable to the Required Commitment Partiesand Delta. 8

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Mexican Pension Fund Banco Nacional de México, S.A., Integrante del Grupo FinancieroDIP Conversion Banamex, División Fiduciaria, solely in its capacity as trustee of theirrevocable trust (fideicomiso irrevocable) agreement numberF/17937-8 (the “Mexican Pension Fund”) shall convert all fullyaccrued amounts of its Tranche 2 Loans, including all PIK interestand its equity conversion fee, in full and final satisfaction, settlement,release, and discharge of and in exchange for the Mexican PensionFund’s Tranche 2 Loans, into approximately 3.54% of all New Sharesissued as of the Chapter 11 Plan’s Effective Date (subject to theSpecified Dilution).3 New Shares: Issuer Grupo (together with its debtor affiliates, the “Debtors”), as reorganizedpursuant to the Chapter 11 Plan (“Reorganized Grupo”), effectiveimmediately after the conversion of any claims against Grupo and itsDebtor affiliates into equity of reorganizedReorganized Grupo, on theEffective Date. Purchase Price The subscription price for the New Shares (such amount, on a perCommonNew Share basis, the “Common Price Per Share”) by theCommitment Partiesshall be at a price per share calculated at Plan EquityValue (as defined below), and for the avoidance of doubt, not at adiscount to Plan Equity Value. Plan Enterprise Value $5.4 billion. Plan Equity Value “Plan Equity Value” means the Plan Enterprise Value less the Net DebtAmount (as defined in Exhibit A). An illustrative Plan Equity Valuecalculation is included inExhibit B. For the avoidance of doubt, the PlanEquity Value calculation shall account for any decrease due to exit feespayable under the DIP Credit Agreement and exit debt commitment feesset forth inwith respect to the Debt Financing Commitment Letterand/orany Alternative Exit Debt Financing. Commitment Premium (a) For the Commitment Parties other than Delta and the MexicanInvestors, 15.0% of the Committed Equity Amount (i.e., $1,187.5 million,which includes, for the avoidance of doubt, the $187.5 million committedby the Commitment Parties in connection with the PLM StockParticipation Transaction (as described above), such amount not to bereduced in connection with any downward adjustment to the EquityFinancing or in Commitments by the Commitment Parties,) in any case,payable in New Shares (at the Effective Date; (b) for Delta, 15.0% of theDelta Purchase Amount; and (c) for the Mexican Investors, 15.0% of theMexican Investors Purchase Amount, as applicable, the “CommitmentPremium”); provided that the Commitment Premium for the Commitment 3 Transfer requirements to ensure continued Mexican holder ownership to satisfy Minimum OwnershipRequirements and documentation and structures necessary to satisfy the Minimum Ownership Requirementsand enforce necessary transfer requirements to be implemented. 9

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Parties other than Delta and the Mexican Investors shall be paid in cash incertain alternative scenarios, including in the event of a sale or otherdisposition of (i) all or substantially all of the assets of the Company or(ii) all or substantially all of the equity of the Company (including, for theavoidance of doubt, equity of all or substantially all of Grupo’ssubsidiaries), where payment in New Shares is not feasible. The Commitment Premium shall be fully earned, nonrefundable andnon-avoidable upon (1) entry by the Debtors and the Commitment Partiesinto the Subscription Agreement and, (2) entry of an order of the UnitedStates Bankruptcy Court for the Southern District of New York (the“approving the Debtors’ entry into the DIP Credit Agreement Amendmentand (3) entry of an order of the Bankruptcy Court”) approving theDebtors’ entry into the Subscription Agreement and the payment of allfees and expenses contemplated by this Term Sheet and the SubscriptionAgreement, including, for the avoidance of doubt, the CommitmentPremium, the Reimbursed Fees and Expenses (as defined below), theFinancing Fee (as defined below) and the indemnification provisionscontemplated by this Term Sheet and the Subscription Agreement (the“Exit Financing Approval Order”). The Exit Financing Approval Orderand the motion seeking approval of the Exit Financing Approval Order, asmay be amended or revised, shall be consistent with the EquityCommitment Letter and this Term Sheet and otherwise in form andsubstance acceptable to the Required Commitment Parties. andreasonably acceptable to Apollo and Delta. The Commitment Premium shall be paid to the Commitment Parties thatare not Defaulting Commitment Parties (as defined below) promptly onthe Effective Date by Grupo or Reorganized Grupo to satisfy the Debtors’obligation, free and clear of any deduction for any applicable taxes, as setforth above. In addition, Commitment Parties that are holders of (i) Notes claimsagainst Grupo and Aerovías or (ii) other allowed claims against Aerovíaswith enforceable guarantees against Grupo, as consideration for theirCommitments and other obligations hereunder and in the SubscriptionAgreement, shall have the option to receive their distribution on accountof all such claims in all New Shares, all cash, or a combination of NewShares and cash. Mexican Investors: Mexican Investors The Mexican Investors shall receive 3.2% of the New Shares, payable onIncentive Shares and the Effective Date (the “Incentive Shares”), in consideration of certainMexican Investors covenants to be made to the Company by the Mexican Investors as shallPurchase Amount be set forth in the Chapter 11 Plan, and in connection with service asmembers of the New Board (as defined below). The Incentive Sharesshall be subject to the Specified Dilution. In addition, and incremental to the Equity Financing by the otherCommitment Parties, the Mexican Investors shall subscribe and pay for10

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$20 million of New Shares (the “Mexican Investors Purchase Amount”)at the Price Per Share. The investment shall be made by the MexicanInvestors pursuant to the Subscription Agreement. In connection withthis investment, the Mexican Investors shall receive the CommitmentPremium in respect of the Mexican Investors Purchase Amount. TheNew Shares received by the Mexican Investors in respect of the MexicanInvestors Purchase Amount, including in respect of the CommitmentPremium, shall represent approximately 0.9% of all New Shares issued asof the Effective Date (subject to the Specified Dilution). The Chapter 11 Plan shall also set forth certain transfer requirements withrespect to the Incentive Shares and/or the New Shares to be received bythe Mexican Investors in respect of the Mexican Investors PurchaseAmount and the Commitment Premium, as applicable, as determined tobe necessary and desirable to satisfy the Minimum OwnershipRequirements by the Debtors, Requisite Commitment Parties, Delta,Apollo and the Mexican Investors. If the Commitment Letter and/or the Subscription Agreement isterminated as to the Mexican Investors, the Mexican Investors shall notbe Commitment Parties and the rights and obligations of the MexicanInvestors as contemplated by this Term Sheet and incorporated into theSubscription Agreement or the Chapter 11 Plan, including consent rights,shall not apply or be honored. Additional documentation, which are considered DefinitiveDocumentation under this Term Sheet, which may include a shareholdersagreement, shall be necessary to implement and govern the termsdescribed above. Documentation: Definitive The Debtors and the Commitment Parties shall enter into the SubscriptionDocumentation Agreement, in form and substance consistent with this Term Sheet, theEquity Commitment Letter and otherwise acceptable to the Debtors, Deltaand the Required Commitment Parties. The Subscription Agreement andEquity Commitment Letter shall be consistent with this Term Sheet andotherwise in form and substance reasonably satisfactory to Apollo, solelyto the extent impacting Apollo in its capacity as a holder of Tranche 2 DIPLoans and future shareholder of Reorganized Grupo, including withrespect to Apollo’s conversion of its Tranche 2 DIP Loans, receipt of NewShares, and treatment hereunder.4 The following definitive documentation (the “DefinitiveDocumentation”) shall be consistent with this Term Sheet, the 4 The Subscription Agreement and the Chapter 11 Plan shall include the relevant terms and provisions as setforth in this Term Sheet. This Term Sheet shall be attached and incorporated into the Subscription Agreementto account for any provisions that are not appropriately incorporated directly into the Subscription Agreementor the Chapter 11 Plan. To the extent of any conflicts between the Term Sheet and the Subscription Agreementor the Chapter 11 Plan, the Subscription Agreement shall designate which of the foregoing shall prevail. 11

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Subscription Agreement and otherwise reasonably acceptable to (a) theDebtors, (b) the Required Commitment Parties, solely to the extentimpacting the Commitment Parties in any respect, other than animmaterial respect, in their capacity as Commitment Parties (including,for the avoidance of doubt, related to their subscription, purchase andholding of New Shares), (c) Noteholder Investors holding 50.01% inprincipal amount of the Notes then held by all Noteholder Investors(excluding Commitments held by any Defaulting Commitment Party), tothe extent impacting the Noteholder Investors in any respect, other than animmaterial respect, in their capacity as Noteholders, and (d) BSPOInvestors holding 50.01% in par amount of general unsecured claimsagainst the Debtors then held by all BSPO Investors (excludingCommitments held by any Defaulting Commitment Party), to the extentimpacting the BSPO Investors in any respect, other than an immaterialrespect, in their capacity as holders of such claims against the Debtors,and (e) Delta, to the extent that any Definitive Document impactsgovernance matters, Delta’s agreements with the Company or otherwiserelates directly to Delta’s investment in the Companysolely to the extentimpacting Delta in any respect, other than an immaterial respect, in itscapacity as a holder of Tranche 2 DIP Loans and future shareholder ofReorganized Grupo, including with respect to Delta’s conversion of itsTranche 2 DIP Loans, receipt of New Shares, the Delta Contract Fee andtreatment hereunder, (f) Apollo, solely to the extent impacting Apollo inany respect, other than an immaterial respect, in its capacity as a holder ofTranche 2 DIP Loans and future shareholder of Reorganized Grupo,including with respect to Apollo’s conversion of its Tranche 2 DIP Loans,receipt of New Shares, and treatment hereunder and (g) the MexicanInvestors, solely to the extent that any Definitive Documentation directlyrelates to the appointment and consent rights related to the members of theNew Board (as defined below), the Incentive Shares, transferrequirements on any of the Incentive Shares or New Shares to be issued tothe Mexican Investors, the Mexican Investor covenants to be set forth inthe Chapter 11 Plan, orto the extent such terms have a materially adverseand disproportionate impact on the Mexican Investors in their capacity asCommitment Parties as opposed to all other Commitment Parties: (i) theChapter 11 Plan (and any and all exhibits, annexes, supplements andschedules thereto) and the order of the Bankruptcy Court confirming theChapter 11 Plan (the “Confirmation Order”), (ii) the DisclosureStatement and all other solicitation materials and the order of theBankruptcy Court approving the Disclosure Statement, (iii) all pleadingsor motions (or related orders) filed by the Debtors or entered by theBankruptcy Court in connection with the Debtors’ chapter 11 cases beingjointly administered under the caption In re Grupo Aeroméxico, S.A.B. deC.V., Case No. 20-11563 (SCC) (the “Chapter 11 Cases”) and any and alldeeds, instruments, filings, notifications, orders, certificates, letters,instruments, amendments, modifications, supplements or other documentsand/or agreements, in each case that relate in any way to the Financing,any other transactions contemplated by this Term Sheet or the Chapter 11Plan (including, for the avoidance of doubt, the Exit Financing ApprovalOrder and the related motionorder and related filings in respect of the DIP12

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Credit Agreement Amendment), including the transactions contemplatedby the Debt Financing Commitment Letter, the Alternative Exit DebtFinancing, if applicable, and the DIP Credit Agreement Amendment, (iv)amended or new organizational documents or other governanceagreements or documents of the Company or Reorganized Grupo, asapplicable, (v) a management incentive plan of Reorganized Grupo (the“MIP”) and (vi) , subject, in addition, to the further consent rights setforth below under the caption “Additional Matters”, (vi) documents andagreements pursuant to which the Incentive Shares shall be issued to theMexican Investors (and other applicable documents and agreementsrelated to the Mexican Investor covenants and transfer requirements) andthe documents and agreements related to the proposed vehicle for the NewShares to be held by the Mexican Pension Funds and other investors5(the“Mexican Pension Fund SPV”) and (vii) all other documentscontemplated to be filed as a supplement to the Chapter 11 Plan, includingthe PLM Stock Participation Transaction documents and the Delta JVamendments. The official committee of unsecured creditors (the“Committee”) shall have consultationrights with respect tothe DefinitiveDocumentation.; provided, that any Definitive Documentation relateddirectly to the assumption, amendment, or extension of existingagreements with Delta, including the JCA and any effectuating, ancillaryor other documents or agreements related thereto, and the Delta ServicesAgreement, shall be mutually acceptable solely to Delta and the Companyand, to the extent such Definitive Documentation referred to in thisproviso would materially and adversely impact the terms or transactionsset forth in or contemplated by this Term Sheet, the Equity CommitmentLetter, the Debt Commitment Letter, the Subscription Agreement or theChapter 11 Plan, including in respect of the consummation of thetransactions contemplated thereby, shall be reasonably acceptable to theRequired Commitment Parties and Apollo. The consent rights of the Noteholder Investors and the BSPO Investors asset forth under clauses (c) and (d) above include, in each case, (i) theallocation of value among individual Debtor entities, (ii) the form ofconsideration payable to, amount of distributions on account of, andclassification and treatment of the Debtors’ claims (to the extent notalready set forth herein), including intercompany claims, (iii) otherintercreditor matters and (iv) the allowance of any claim (other than aNotes claim) against a Debtor in excess, individually, of $5 million, itbeing understood that Delta shall notnone of the Claimholder Investors,Other Commitment Parties, Apollo, Delta or the Mexican Investors shallhave any consent rights with respect to those portions of the DefinitiveDocumentation that address or relate to the matters described in clauses(i), (ii), (iii) and (iv) of this paragraph., provided that the Majority 5 The organizational documents for the Mexican Pension Fund SPV shall be in form and substance consistentwith the terms of this Term Sheet and reasonably acceptable to the Mexican Pension Fund, the Debtors, Apollo,Delta and the Required Commitment Parties, such applicable consent of the Debtors, Delta, Apollo, theMexican Pension Fund and the Required Commitment Parties to be limited to ensuring the structure complieswith relevant Mexican legal requirements and conforms to the terms hereunder and to be set forth in theChapter 11 Plan. 13

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Claimholder Investors (as defined below) have reasonable consent rightswith respect toallocation of value among individual Debtor entities to theextent such allocation has a materially adverse impact on the recoveries ofholders of unsecured claims (other than holders of unsecured claims withrecourse to both Grupo and Aerovías); provided further, however, that inno event shall the allocation of value to Grupo and Aerovías beinsufficient to ensure the recoveries for the holders of claims withrecourse to both Grupo and Aerovías as set forth in this Term Sheet. The amount of New Shares to be reserved for the MIP, the amount of anysuch New Shares to be issued on the Effective Date and the vestingschedule in respect of such New Shares shall be determined by theDebtors, the Required Commitment Parties and Delta and shall be setforth in the Plan. The Commitment Parties, Delta and the Debtors shallnegotiate in good faith regarding additional material terms of a MIP onmarket terms and to be acknowledged and implemented, in due course, bythe New Board; provided, that to the extent the material terms cannot beagreed to in the reasonable discretion of the Required CommitmentParties, Delta and the Debtors, the material terms of the MIP shall bedetermined by the New Board.Additional consent and consultation rightsover the Definitive Documentation, which may include additional consentand consultation rights for the Mexican Investors, including, withoutlimitation, with respect to governance, other Commitment Parties, if any,and other key stakeholders, are under continuing discussion and, if any,will be set forth in the Chapter 11 Plan. Claimholder Investor The Claimholder Investors and the Other Commitment Parties,Consent Rights collectively, holding at least a majority in the aggregate of theCommitments held by all Claimholder Investors and the OtherCommitment Parties (excluding Commitments held by any DefaultingCommitment Party) (the “Majority Claimholders”), have consent rightsover the terms of the Definitive Documentation solely to the extent suchterms have a materially adverse and disproportionate impact on theClaimholder Investors in their capacity as a Commitment Party asopposed to all other Commitment Parties, and the consent of the MajorityClaimholders shall be required forand the Subscription Agreementincluding any adjustments, amendments, modifications or waivers withrespect thereto, solely to the extent such terms of the DefinitiveDocumentation, including the Subscription Agreement, that has(i) have amaterially adverse and disproportionate effect on the ClaimholderInvestorsand Other Commitment Parties, collectively, in their capacity asCommitment Parties as opposed to all other Commitment Parties or (ii)deviate from this Term Sheet in a manner that adversely affects theeconomic recovery of general unsecured creditors (other than (x) Notesclaims against Grupo and Aerovías and (y) other allowed claims againstAerovías with enforceable guarantees against Grupo, and for theavoidance of doubt, not with respect to any claims under the DIP CreditAgreement or the DIP Credit Agreement Amendment). Debtors’ Representations The Subscription Agreement shall contain customary representations and14

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and Warranties warranties on the part of the Debtors:  corporate organization and good standing;  requisite corporate power and authority with respect to execution anddelivery of transaction documents;  due execution and delivery and enforceability of transactiondocuments;  due issuance and authorization of New Shares;  authorized and issued capital stock;  no consents or approvals (other than Bankruptcy Court approval and,if applicable, antitrust or other regulatory approvals);  no conflicts;  no violation and compliance with laws;  no MAE;  no undisclosed material liabilities;  financial statements prepared in accordance with IFRS;  internal controls;  litigation;  intellectual property;  contracts;  privacy / data;  taxes;  labor matters;  subsidiaries;  environmental matters;  real property;  licenses and permits; 15

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 no brokers fee;  arms’ length;  affiliate arrangements;  investment company act;  insurance;  immunity and other enforceability and jurisdictional matters; no unlawful payments;  compliance in material respects with applicable money launderinglaws; and  compliance in material respects with applicable sanctions laws. Commitment Parties’ The Subscription Agreement shall contain customary representations andRepresentations and warranties on the part of the Commitment Parties, to be providedWarranties severally and not jointly, such representations and warranties to beprovided by each of the Mexican Investors to the extent applicable giventheir status as individuals:  corporate organization and good standing;  requisite corporate power and authority with respect to execution anddelivery of transaction documents;  due execution and delivery and enforceability of transactiondocuments;  no consents or approvals required;  no conflicts, including without limitation, that the transactionscontemplated hereby do not and will not conflict with, or constitute adefault under any other arrangement or agreement to which anyCommitment Party is a party;  sufficiency of funds;  no brokers fee; and  institutional accredited investor or qualified institutional buyer statusand other customary private placement representations and warranties. Debtors’ Covenants Customary covenants of the Debtors to:  support the restructuring of the Debtors on terms consistent with the16

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terms and consent rights set forth in this Term Sheet, the SubscriptionAgreement and the Chapter 11 Plan (the “Restructuring”);  use commercially reasonable efforts to obtain entry of the ExitFinancing Approval Order (including the approval of the Debtors’entry into the Subscription Agreement), and the Confirmation Orderby the Bankruptcy Court as a Final Order;  customary access to information covenant;  comply with antitrust laws, securities laws, and any blue sky law orsimilar compliance;  cooperate with the Commitment Parties to provide all informationnecessary for and to make any filings in connection with theSubscription Agreement required by the Hart-Scott-Rodino AntitrustImprovements Act of 1976, as amended from time to time (“HSR”)and the Comisión Federal de Competencia Económica (“COFECE”),if required, and any other applicable antitrust laws or other applicablelaws, including any filings with the Comisión Nacional Bancaria y deValores (the “CNBV”) and foreign investment and sector-specificregulators (and assist any Commitment Party in making any suchfilings); provided, that such filings shall be provided in advance tocounsel to the Commitment Parties and the Debtors shall consider andinclude any reasonable comments thereto; and provided further, noCommitment Party (or its affiliates) shall be required to make anydivestments in connection with obtaining antitrust approvals; and use the net proceeds from the Financing as provided in this TermSheet and as to be set forth in the Chapter 11 Plan. Commitment Parties’ Customary covenants of the Commitment Parties, to: Covenants  use commercially reasonable efforts to support the Restructuring;provided, for the avoidance of doubt, that the foregoing shall onlyapply to the Commitment Parties to the extent (i) such CommitmentParties, including the Noteholder Investors, the Claimholder Investorsand the BSPO Investors, are granted consent rights over the DefinitiveDocumentation as set forth under the caption “DefinitiveDocumentation” in this Term Sheet and (ii) such consent rights arehonored;  vote to accept the Chapter 11 Plan and not object to the confirmationof the Chapter 11 Plan following their actual receipt of the solicitationmaterials and ballots that meet the requirements of sections 1125 and1126 of the Bankruptcy Code; provided, for the avoidance of doubt,that the foregoing shall only apply to the Commitment Parties to theextent (i) such Commitment Parties, including the NoteholderInvestors, the Claimholder Investors and the BSPO Investors, aregranted consent rights over the Definitive Documentation as set forth17

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under the caption “Definitive Documentation” in this Term Sheet and(ii) such consents rights are honored; andand  make any filings in connection with the Subscription Agreementrequired by HSR and COFECE and any other applicable antitrustlaws. The Subscription Agreement shall contain limitations and conditions onclaims transfers, and other provisions related to supporting theRestructuring reasonably acceptable to the Debtors and, the RequiredCommitment Parties and Delta. Apollo Covenants Customary covenants of Apollo, to:  use commercially reasonable efforts to support the Restructuring; vote to accept the Chapter 11 Plan and not object to the confirmationof the Chapter 11 Plan following their actual receipt of the solicitationmaterials and ballots that meet the requirements of sections 1125 and1126 of the Bankruptcy Code; and  make any filings if required by HSR and COFECE and any otherapplicable antitrust laws. Interim Operating Before and through the Effective Date, except as set forth in theCovenants Subscription Agreement or with the written consent (which may be byemail) of the Required Commitment Parties and Delta (not to beunreasonably withheld, conditioned or delayed and to be exercised inconsultation with the Committee), the Debtors shall, and shall cause theCompany:  to operate their business in the ordinary course;  to use commercially reasonable efforts to implement the BusinessPlan (as defined below) and, unless inconsistent with the BusinessPlan, preserve intact their current material business organizations; and to use commercially reasonable efforts to keep available the servicesof their current senior executive officers and key employees andpreserve its material relationships with customers, suppliers, lessors,licensors, licensees, distributors and others having material businessdealings with the Company or its subsidiaries. Any of the following transactions shall require approval by the RequiredCommitment Parties and Delta (not to be unreasonably withheld and to beexercised in consultation with the Committee), except for scheduledexceptions to be set forth in the Subscription Agreement:  an acquisition from or merger with a third party, or other change ofcontrol of another business or any assets in excess of a threshold to be18

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agreed;  any internal reorganization of the subsidiaries of Grupo;  a disposal of any assets in favor of third parties with a value in excessof a threshold to be agreed;  agreement to new employee compensation (including any keyemployee incentive plan or key employee key employee retentionplan, other than the MIP), new deferred compensation, severancearrangements or termination agreements unless required by contractor applicable law, in which case, the Debtors shall keep theCommitment Parties and Apollo informed, or for non- executivesnon-executives in the ordinary course of business; any material changes to the Business Plan (including with regard tothe number and dollar amount of aircraft leases and financings theDebtors shall be party to on the Effective Date, any change to whichshall be subject to the reasonable consent of the RequiredCommitment Parties in consultation with the Committee, Delta andApollo); and  any significant capital expenditure (in excess of a threshold to beagreed) other than as described in the Business Plan. “Business Plan” refers to the Company’s business plan, as approved bythe Company’s applicable governing bodies and first made available tothe Commitment Parties on July 9, 2021. Transferability of Each Commitment Party (other than Delta, and the Mexican Investors,Commitments neither of which, for the avoidance of doubt, shall not have any rights totransfer Commitments) shall have the right to transfer all or any portion ofits Commitments to (i) any investment fund the primary investmentadvisor to which (A) is such Commitment Party or (B) is the sameinvestment advisor or manager to such Commitment Party, or (C) is anaffiliate of such Commitment Party (other than any portfolio company)(an “Affiliated Fund”) or (ii) (x) one or more special purpose vehiclesthat are wholly-owned by one or more of such Commitment Parties andits Affiliated Funds, created for the purpose of holding such Commitmentor holding debt or equity of Grupo or any other Debtor, or (y) a bank orother financial institution that will hold equity of Grupo or any otherDebtor for the ultimate benefit of the relevant Commitment Party, andwith respect to which such Commitment Party either (A) has provided anadequate equity support letter or a guarantee of such special purposevehicle’s or bank’s Commitment, in form and substance reasonablyacceptable to the Debtors or (B) otherwise remains obligated to fund theCommitment to be transferred until the Effective Date; provided,however, that such special purpose vehicle shall not be related to oraffiliated with any portfolio company of such Commitment Party or anyof its affiliates or Affiliated Funds (other than solely by virtue of its19

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affiliation with such Commitment Party) and the equity of such specialpurpose vehicle shall not be directly or indirectly transferable other thanto such persons or entities described in clauses (i) or (ii) above, and insuch manner as such Commitment Party’s Commitment is transferable(each of the persons or entities referred to in clauses (i) and (ii), an“Ultimate Purchaser”), and that, in each case, (1) the Ultimate Purchaserprovides a written agreement to the Debtors under which it (A) confirmsthe accuracy of the representations in the Subscription Agreementapplicable to Commitment Parties as applied to such Ultimate Purchaser(B) agrees to purchase such portion of such Commitment Party’sCommitment, and (C) agrees to be fully bound by, and subject to, theSubscription Agreement and become a Commitment Party pursuant to ajoinder agreement, and (2) the transferring Commitment Party andUltimate Purchaser shall have duly executed and delivered to Grupowritten notice of such transfer. Other than as set forth in the foregoing sentences, no Commitment Partyshall be permitted to transfer all or any portion of its Commitment withoutthe prior written consent of the Debtors,Apollo and Delta,which consentshall not be unreasonably withheld, conditioned or delayed (it beingunderstood that (I)(A) Grupo is required, in all cases, to comply with thespecific mechanisms, terms and conditions set out in Article Seventh of itscorporate bylaws (which the Commitment Parties acknowledge must becomplied with in connection with any transfer consent of Grupohereunder) and (B) it would be unreasonable for the Debtors to withholdconsent to any such transfer if (i) the transferee is another CommitmentParty or an affiliate of another Commitment Party (other than anyportfolio company), or (ii) the transferee has the financial wherewithal tofulfill its obligations with respect to the Commitment to be transferred, asdetermined in the Debtors’ reasonable opinion after request (if any) by theDebtors to the transferee, and prompt delivery to the Debtors by thetransferee, of proof of such financial wherewithal, and, in the case ofclauses (i) and (ii), such transferee provides a written agreement to theDebtors under which it (x) confirms the accuracy of the representations inthe Subscription Agreement applicable to Commitment Parties as appliedto such transferee, (y) agrees to purchase such portion of suchCommitment Party’s Commitment, and (z) agrees to be fully bound by,and subject to, the Subscription Agreement and become a partythereunder pursuant to a joinder agreement in form and substancereasonably acceptable to the Debtors. and (II) the consent of Delta andApollo shall only apply if the transferee is not (A) an Affiliated Fund,Related Purchaser or Ultimate Purchaser of such Commitment Party or(B) any other Commitment Party or any of its Affiliated Funds, RelatedPurchasers or Ultimate Purchaser of such other Commitment Party. Neither the Subscription Agreement nor any of the rights, interests orobligations under the Subscription Agreement shall be assigned by anyparty (whether by operation of law or otherwise) without the prior writtenconsent (which may be by email) of the Debtors and, the RequiredCommitment Parties and Delta (in each case, not to be unreasonablywithheld, conditioned or delayed), other than an assignment by a20

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Commitment Party expressly permitted by the Subscription Agreement onterms substantially similar to those set forth in the immediately precedingparagraph, and any purported assignment in violation of the SubscriptionAgreement shall be void ab initio. The Subscription Agreement shallinclude reasonable provisions to address timing considerations inconnection with applicable Mexican antitrust approvals (or amendmentsto any filings) required for the acquisition of New Shares resulting fromany assignment of rights under the Subscription Agreement. Notwithstanding the foregoing, and upon written notice to the Debtorsand the non-transferring Commitment Parties, any Commitment Party(other than Delta and the Mexican Investors) may assign all or anyportion of its rights (including, for the avoidance of doubt, all or anyportion of the Commitment Premium) or obligations under theSubscription Agreement, without the consent of any party, (i) to a RelatedPurchaser (as defined below) or (ii) to any other Commitment Party;provided, however, that such Commitment Party shall comply with therequirements set forth in the Subscription Agreement; or (iii) with theprior written consent of the Debtors (not to be unreasonably withheld,conditioned or delayed), to any other person or entity that becomes partyto the Subscription Agreement. Related Purchaser Each Commitment Party (other than Delta and the Mexican Investors)will have the right to assign or designate by written notice to the Debtorsno later than two (2) business days prior to the Debtors’ consummation ofthe Chapter 11 Plan (the “Closing”) that some or all of the New Sharesthat it has subscribed to purchase under the Subscription Agreement andthe Commitment Premium be issued in the name of, and delivered to, oneor more of its affiliates or to any fund, account or sub-account that ismanaged, advised and/or sub-advised by such holder, an affiliate of suchholder, or the same entity that manages or advises such holder (each, a“Related Purchaser”) upon receipt by the Debtors of payment therefor,which notice of designation shall (i) be addressed to the Debtors andsigned by such Commitment Party and each Related Purchaser, (ii)specify the number of New Shares to be delivered to or issued in the nameof each such Related Purchaser, and (iii) contain a confirmation by eachsuch Related Purchaser of the accuracy of the representations, warrantiesand covenants set forth in the Subscription Agreement, subject toapplicable law and regulation. Commitment Party Any Commitment Party that(including Delta and the Mexican Investors)Default that (i) fails to timely fund in full its Commitment by a funding deadlineto be set forth in the Subscription Agreement, after written notice thereofand a three (3)-business day opportunity to cure or (ii) that is an AHGDIP Lender that, to the extent applicable, seeks a Non-Cash Conversion inrespect of its Tranche 2 Loans, shall be deemed a “DefaultingCommitment Party.” Each Commitment Party that is not a DefaultingCommitment Party (other than Delta and the Mexican Investors) (each, a“Non-Defaulting Commitment Party”) shall have the right, but not theobligation, to purchase its Adjusted Commitment Percentage (as definedbelow) (or such other proportion as agreed by the Non-21

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DefaultingNon-Defaulting Commitment Parties) of such DefaultingCommitment Party’s Commitment. For this purpose, the “AdjustedCommitment Percentage” means, with respect to any Non-DefaultingNon-Defaulting Commitment Party, a fraction, expressed as apercentage, the numerator of which is the Commitment of suchNon-Defaulting Commitment Party and the denominator of which is theCommitted Equity Amount. If any Non-Defaulting Commitment Partydoes not elect to assume its full pro rata share of the Commitment of theDefaulting Commitment Party, then each Non-Defaulting CommitmentParty that assumed its full pro rata share of the Defaulting CommitmentParty’s Commitment shall have customary oversubscription rights toassume the unsubscribed portion of the Defaulting Commitment Party’sCommitment. Any Defaulting Commitment Party shall not be entitled to its pro ratashare of the Commitment Premium, and the portion of the CommitmentPremium otherwise payable to any Defaulting Commitment Party shall bepaid pro rata to any Commitment Parties that assume all or a portion ofthe Defaulting Commitment Party’s Commitment. All distributions ofNew Shares distributable to a Defaulting Commitment Party, including onaccount of the Commitment Premium, shall be either (i) to the extentassumed by Non-Defaulting Commitment Parties, re-allocatedcontractually and turned over as liquidated damages (including anyCommitment Premium) to those Non-Defaulting Commitment Parties thathave elected to subscribe for their full Adjusted Commitment Percentageor (ii) if not assumed by the Non-Defaulting Commitment Parties,forfeited and retained by Reorganized Grupo, as applicable. Conditions Precedent The obligations of (i) Apollo to consummate the transactions pursuant tothis Term Sheet and the Equity Commitment Letter (the “ApolloObligations”) and (ii) the Commitment Parties and the Debtors, asapplicable, to consummate the transactions pursuant to the SubscriptionAgreement and, in the case of the Commitment Parties, to purchase theNew Shares, are conditioned upon satisfaction of the following terms andconditions. All Commitment Party (other than Delta and the MexicanInvestors) conditions shall be subject to waiver by the (w) RequiredCommitment Parties, (x) as to Delta, by Delta, (y) all Apollo conditionsshall be subject to waiver by Apollo and (z) as to the Mexican Investors,by the Mexican Investors. Conditions for Apollo (solely in respect of the Apollo Obligations), theDebtors and, the Commitment Parties (other than Delta and the MexicanInvestors), Delta as to Delta, and the Mexican Investors as to the MexicanInvestors:  the Confirmation Order having been entered, and such ConfirmationOrder shall be a Final Order;36 36 “Final Order” means an order of the Bankruptcy Court or a court of competent jurisdiction that has beenentered on the docket maintained by the clerk of such court, which has not been reversed, vacated, or stayed22

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 all conditions to the Confirmation Order and the Effective Datehaving been satisfied or waived by the applicable parties;  the members of the new board of directors of Reorganized Grupo (the“New Board”) having been appointed pursuant to a resolution of ameeting of the shareholders of Grupo, and in any event in compliancewith Mexican corporate law, Mexican securities law and Grupo’scorporate bylaws;  all required HSR, COFECE, antitrust, clearances under securitieslaws, other regulatory approvals (including any required approvalsfrom the Secretaría de Economia and the CNBV) having beenobtained;  all required consents of the board of directors of Grupo (the “Board”)and/or the shareholders meeting of Grupo (including in order toamend the bylaws to implement the Financing inon the terms set forthherein and to effectuate the approvals already obtained from theMexican foreign investment agency), any other applicable governingbody of any of the subsidiaries of Grupo, including any of theDebtors, and applicable equityholders to effectuate the terms of thisTerm Sheet, the Subscription Agreement and the Chapter 11 Planhaving been obtained;  no law or order having been enacted, adopted or issued by agovernmental entity of competent authority that prohibits theimplementation of the Chapter 11 Plan or the transactionscontemplated by this Term Sheet, the Chapter 11 Plan or theSubscription Agreement; and  no voluntary or involuntary concurso mercantil proceeding shall beoutstanding with respect to Grupo or any of its subsidiaries; the proceeds of the Statutory Equity Rights Offering (as definedbelow) shall not exceed $250 million; entered on the docket maintained by the clerk of such court, which has not been reversed, vacated, or stayedand as to which (i) the time to appeal, petition for certiorari, or move for a new trial, reargument, or rehearinghas expired and as to which no appeal, petition for certiorari, or other proceedings for a new trial, reargument,or rehearing shall then be pending, or (ii) if an appeal, writ of certiorari, new trial, reargument, or rehearingthereof has been sought, such order shall have been affirmed by the highest court to which such order wasappealed, or certiorari shall have been denied, or a new trial, reargument, or rehearing shall have been deniedor resulted in no modification of such order, and the time to take any further appeal, petition for certiorari, ormove for a new trial, reargument, or rehearing shall have expired; provided that no order shall fail to be a“Final Order” solely because of the possibility that a motion under Rules 59 or 60 of the Federal Rules of CivilProcedure (as promulgated by the United States Supreme Court under section 2072 of title 28 of the UnitedStates Code), under any analogous Federal Rules of Bankruptcy Procedure (as promulgated by the UnitedStates Supreme Court under section 2075 of title 28 of the United States Code) (or any analogous rulesapplicable in another court of competent jurisdiction) or under sections 502(j) or 1144 of the Bankruptcy Codehas been or may be filed with respect to such order. 23

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 $100 million of excess cash available at the Effective Date to fund theCash Pool; and  the Effective Date having occurred or to be deemed to have occurredconcurrently with the Closing. Conditions for Apollo (solely in respect of the Apollo Obligations) andthe Commitment Parties only:  the Exit Financing Approval Order having been entered by theBankruptcy Court consistent with the Equity Commitment Letter andthis Term Sheet and otherwise in form and substance reasonablyacceptable to the Debtors and the Required Commitment Parties andreasonably acceptable to Delta and Apollo, and such Exit FinancingApproval Order shall be a Final Order;  the order approving the DIP Credit Agreement Amendment havingbeen entered by the Bankruptcy Court consistent with the EquityCommitment Letter and this Term Sheet and otherwise in form andsubstance acceptable to the Debtors and Apollo and reasonablyacceptable to Delta and the Required Commitment Parties, and suchorder shall be a Final Order;  the Subscription Agreement shall be in full force and effect inaccordance with the terms of this Term Sheet;  to the extent not addressed above, the Definitive Documentation isconsistent in all material respects with the terms and consent rights setforth herein and in the Subscription Agreement, including, for theavoidance of doubt, the Confirmation Order and the governancedocuments for the Company;  the Commitment Premium, and Reimbursed Fees and Expenses andFinancing Fee having been paid;  the Company’s representations and warranties having been broughtdown, subject to an all material respects standard;  the Company having performed all covenants made by it, subject toan all material respects standard;  the Financing shall be structured in a tax efficient manner acceptableto the Company and the Required Commitment Parties; and  no MAE (as defined below) having occurred. Condition for Delta only:  Approval of the Equity Financing by Delta’s Board of Directors,including authority to enter into the Subscription Agreement (the24

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“Delta Board Approval”). Conditions for the Debtors only:  the Commitment Parties’ representations and warranties having beenbrought down, subject to an all material respects standard; and the Commitment Parties and Apollo (solely in respect of the ApolloObligations) having performed all covenants made by them, subjectto an all material respects standard. Material Adverse Effect A material adverse effect (“MAE”) on, and/or material adversedevelopments that would reasonably be expected to result in an MAEwith respect to, (a) the business, operations, properties, assets or financialcondition of the Company taken as a whole; or (b) the ability of theCompany to perform theirits material obligations under the SubscriptionAgreement and any other material agreement contemplated thereby, in thecase of each of clauses (a) and (b), except to the extent arising from orattributable to the following (either alone or in combination): (i) the filingof the Chapter 11 cases; (ii) any change after the date hereof in global,national or regional political conditions (including hostilities, acts of war,sabotage, terrorism or military actions, or any escalation or materialworsening of any such hostilities, acts of war, sabotage, terrorism,military actions existing or underway, acts of God or pandemics) or in thegeneral business, market, financial or economic conditions affecting theindustries, regions and markets in which the Debtors operateCompanyoperates, including any change in the United States or applicable foreigneconomies or securities, commodities or financial markets, or forcemajeure events or “acts of God”; (iii) COVID-19 and any mutations andevolutions thereof, (iv) the filing of the Chapter 11 Plan and the otherdocuments contemplated thereby, or any action required by the Chapter11 Plan that is made in compliance with the Bankruptcy Code; (v) anychanges in applicable law or generally accepted accounting principles inthe United States or Mexico; after the date hereof; (vi) declarations ofnational emergencies in the United States or Mexico or natural disasters inthe United States or Mexico; provided that the exceptions set forth inclauses (ii), (iii), (iv), (v), and (vi) of this definition shall not apply to theextent that such described change has a disproportionately adverse impacton the Debtors, taken as a whole,Company as compared to othercompanies in the industries in which the Debtors operateCompanyoperates. Termination of The Subscription Agreement shall terminate and be of no further force orCommitment effect: i. by mutual written consent of the Debtors and, theRequired Commitment Parties and Delta; ii. by either the Required Commitment Parties, as to all Commitment Parties, or Delta, as to Delta, upon written 25

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notice to the Debtors if: 1) the Bankruptcy Court does not enter the Exit Financing Approval Order, on or prior toOctober 22December 1, 2021 (subject to an automatic extension to the minimum extent required by Bankruptcy Court availability), or any order approving the Subscription Agreement or the Exit Financing Approval Order is reversed, stayed, dismissed or vacated; 2) the Bankruptcy Court does not enter an order approving the Disclosure Statement in form and substance acceptable in all respects to the Debtors, Delta and the Required Commitment Parties, on or before October 22December 17, 2021; 3) the Bankruptcy Court does not enter a Confirmation Order in form and substance acceptable in all respects to the Debtors, Delta and the Required Commitment Parties, on or before December 9February 1, 20212022; 4) the Debtors materially breach any representation, warranty, covenant or other agreement made by it in the Subscription Agreement, where any such breach is not curable by the Effective Date, or, if curable by the Effective Date, is not cured within ten (10) business days after written notice of such breach is provided to the Company by the Required Commitment Parties or Delta, as applicable; 5) amendments or modifications are made to any of the Subscription Agreement, the Chapter 11 Plan or any other Definitive Documentation without the requisite consent of the Commitment Parties pursuant their consent rights under this Term Sheet or the Subscription Agreement; 6) any law or final and non-appealable order shall have been enacted, adopted or issued by any governmental authority that prohibits or renders illegal the implementation of the Chapter 11 Plan or 26

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the Financing; 7) the entry of an order by the Bankruptcy Court, or the filing of a motion or application by Grupo, any of its subsidiaries or any other Debtor seeking an order (without the prior written consent of the Required Commitment Parties and Delta), (i) converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code or a trustee under section 1104 of the Bankruptcy Code in one or more of the Chapter 11 cases, (iii) dismissing one or more of the Chapter 11 cases, (iv) terminating exclusivity under Bankruptcy Code section 1121, or (v) rejecting the Equity Commitment Letter or the Subscription Agreement; 8) an order is entered by the Bankruptcy Court granting relief from the automatic stay imposed by section 362 of the Bankruptcy Code authorizing any party to proceed against any material asset of the Company or any Debtor that would materially and adversely affect the Company’s operational or financial performance; 9) the Debtors publicly announce their intention not to support the Financing or the Restructuring or withdraw the Chapter 11 Plan; 10) the Debtors fail to comply with the terms of this Term Sheet, the Subscription Agreement or the Exit Financing Approval Order, or file any motion or pleading with the Bankruptcy Court that is not consistent in all material respects with this Term Sheet or the Subscription Agreement, and such motion has not been withdrawn within two (2) business days of receipt by the Debtors of written notice from the Required Commitment Parties or Delta, as applicable, that such motion or pleading is inconsistent with this Term Sheet or the 27

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Subscription Agreement; or 11) upon the occurrence of an Event of Default (as defined in the DIP Credit Agreement Amendment) under the DIP Credit Agreement Amendment and the Majority DIP Lenders has taken an action or attempted to take any action to exercise rights or remedies thereunder or if Apollo shall have breached any of its obligations under the DIP Credit Agreement Amendment in any material respect; 12) three (3) Business Days after the Bankruptcy Court enters an order denying confirmation of the Plan; provided, the Commitment Parties and the Debtors shall use commercially reasonable efforts to agree to an approach to cure any infirmities causing the basis for the denial and, if the Debtors, Delta and the Required Commitment Parties have agreed to such approach (evidenced in writing, which may be by email) within three (3) Business Days, then no parties may terminate the Subscription Agreement;or 13) 11) the Board and/or the shareholders meeting of Grupo approves a competing proposal to restructure or acquire all or any material portion of the equity or assets of the Company (whether by merger, consolidation, sale of assets, sale of equity or otherwise), including, without limitation, a Superior Transaction (as defined below) (an “Alternative Transaction”) or the Company or any of its affiliates enters into an agreement to consummate an Alternative Transaction or files a motion to propose or approve any actual or proposed Alternative Transaction (or public announcement of any of the foregoing). iii. By the Debtors upon written notice to the Commitment Parties (including Delta and the Mexican Investors) and Apollo if: 1) the Bankruptcy Court does not enter the Exit Financing Approval Order, on or prior to October 22December 17, 2021 (subject to an automatic extension to the 28

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minimum extent required by Bankruptcy Court availability), or any order approving the Subscription Agreement or the Exit Financing Approval Order is reversed, stayed, dismissed or vacated; 2) the Commitment Parties materially breach any representation, warranty, covenant or other agreement made by them in the Subscription Agreement, where any such breach is not curable by the Effective Date, or, if curable by the Effective Date, is not cured within ten (10) business days after written notice of such breach is provided by the Debtors to the Commitment Parties; 3) the Board reasonably determines in good faith and on the advice of its outside financial and legal advisors that failing to enter into a Superior Transaction (as defined below) would be inconsistent with the exercise of its fiduciary duties under applicable law; or 4) any law or final and non-appealable order shall have been enacted, adopted or issued by any governmental authority that prohibits or renders illegal the implementation of the Chapter 11 Plan or the Financing. iv. Automatically if the Effective Date has not occurred by the Outside Date, unless the Outside Date is otherwise amended pursuant to the terms of the Subscription Agreement. v. Each Claimholder Investor or Other Commitment Party may terminate the Subscription Agreement, as to itself only and solely with respect to its Commitment (but not with respect to its support obligations), if the Financing isnot structured in a tax efficient manner acceptable to such Claimholder Investor or Other Commitment Party. Additionally, each Commitment Party may terminate the SubscriptionAgreement, as to itself only, upon the filing by any Debtor of a motion,application or adversary proceeding (or any of the Debtors supports anysuch motion, application, or adversary proceeding filed or commenced byany third party) challenging the validity or enforceability, or seekingavoidance, subordination or disallowance, of (i) the Notes claims, or (ii)any unsecured claim against any Debtor, in each case of (i) and (ii), then29

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held by such Commitment Party. Delta may terminate the Subscription Agreement, as to itself only, if Deltahas not obtained the Delta Board Approval. To the extent Delta BoardApproval is not received, or if for any reason Delta does not execute theCommitment Letter and/or the Subscription Agreementand Delta is not aCommitment Party, and Delta is not able to comply with its obligationsunder the Subscription Agreement, the rights and obligations of Delta ascontemplated by this Term Sheet and incorporated into the SubscriptionAgreement or the Chapter 11 Plan, including consent rights, shall notapply or be honored. Fiduciary Out and The Debtors will agree to a customary non-solicit prohibiting them andFiduciary Duties their representatives from soliciting alternative proposals. If the Boardreasonably determines in good faith and on the advice of its outsidefinancial and legal advisors that (i) an unsolicited bona fide proposal orproposals to restructure or acquire all orany material portionsubstantiallyall of the equity or assets of the Company is or would reasonably beexpected to lead to a Superior Transaction (as defined below) and (ii) thefailure of the Board to pursue such proposal would reasonably beexpected to result in a breach of the Board’s fiduciary duties underapplicable law (a “Superior Proposal”), the Company may decide tonegotiate with the party making the Superior Proposal and will (a) notifythe Commitment Parties, Apollo and the CommitteeDelta of suchdetermination promptly, provide the Commitment Parties and theCommittee, Apollo and Delta with the identity of the party making aSuperior Proposal and provide the Commitment Parties, Apollo and Deltawith a copy of such Superior Proposal, and (b) keep the CommitmentParties, Apollo and the CommitteeDelta apprised of negotiations andmaterial terms thereof on a current basis. A “Superior Transaction” is a transaction that the Board determines ingood faith, based on the advice of its outside financial and legal advisors,would be in the best interests of the Company and its creditors and equityholders as a whole from a financial point of view, including, but notlimited to the Commitment Parties; provided that any such SuperiorTransaction must provide higher recoveries to holders of Notes claims andgeneral unsecured claims than the Restructuring. Amendment / Waiver The Subscription Agreement may only be amended with notice to theCommittee and, modified, supplemented or waived by an instrument inwriting executed by the Debtors, Delta and the Required CommitmentParties (and, solely to the extent any such amendment affects the rights orinterests of Apollo or any DIP Lender in any respect, other than animmaterial respect, solely in its capacity as a holder of Tranche 2 DIPLoans and future shareholder of Reorganized Grupo, including withrespect to Apollo’s conversion of its Tranche 2 DIP Loans, receipt of NewShares, and treatment hereunder, Apollo); provided that customaryprovisions shall be included in the Subscription Agreement topermitprovide individual Commitment Parties or any of the individualInvestor Groups consent rights to the extent there are changes (i) to the30

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economics for any such Commitment Party or Investor Group, or solely intheir capacity as such and not related, for the avoidance of doubt, to theirrecoveries under the Chapter 11 Plan, (ii) that have a materially adverseand disproportionate effect on any such Commitment Party or InvestorGroup as opposed to all other Commitment Parties or Investor Groups,or(iii) the definition of “Outside Date” or “Required Commitment Parties”,and such other customary and related provisions to be agreed by theRequired Commitment Parties and the Debtors in the SubscriptionAgreement. In any case, and subject to all applicable consent rights, the terms of theEquity Financing may only be amended, modified or waived (i) in writingsigned by each Debtor, Delta and the Required Commitment Parties(and,solely to the extent any such amendment, modification or waiver affectsthe rights or interests of Apollo or any DIP Lender in any respect, otherthan an immaterial respect, solely in its capacity as a holder of Tranche 2DIP Loans and future shareholder of Reorganized Grupo, including withrespect to Apollo’s conversion of its Tranche 2 DIP Loans, receipt of NewShares, and treatment hereunder, Apollo) or (ii) by email by both counselto the Company, on the one hand, and counsels to the CommitmentParties, on the other, and (iii) with notice to the Committee.. For the avoidance of doubt, and notwithstanding anything to the contraryin this Term Sheet, any amendment, supplement modification or waiver ofa provision of the Subscription Agreement or to the terms of the EquityFinancing shall only require the consent of a party to the extent of suchparty’s consent rights as set forth in this Term Sheet or the Plan. Specific Performance Each of the Debtors and the Commitment Parties agree that irreparabledamage would occur if any provision of the Subscription Agreement werenot performed in accordance with the terms thereof and that each of theparties thereto shall be entitled to an injunction or injunctions without thenecessity of posting a bond to prevent breaches of the SubscriptionAgreement or to enforce specifically the performance of the terms andprovisions thereof and hereof, in addition to any other remedy to whichthey are entitled at law or in equity. Unless otherwise expressly stated inthe Subscription Agreement or herein, no right or remedy described orprovided in the Subscription Agreement or herein is intended to beexclusive or to preclude a party thereto from pursuing other rights andremedies to the extent available under such agreement, herein, at law or inequity. Other Provisions SuchThe Subscription Agreement shall include such other provisions,covenants and agreements, mutually and reasonably agreed by theCompany, Delta and the Required Commitment Parties, as are customaryfor equity exit financings, subscription agreements and plan supportagreements. Mexican Law: Minimum Ownership The Company shall promptly obtainpass a shareholders resolution to31

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Requirements and effectuate the obtained federal authorizations as necessary toSubscription by Mexican provide for an amount of Mexican ownership sufficient to comply withInvestorsShareholders the terms and conditions of this Term Sheet (the “Minimum OwnershipRequirements”). The Debtors, Delta and the Commitment Parties, Delta, Apollo, and theMexican Investors, shall work together to structure the Exit Financing andthe other transactions contemplated by the Chapter 11 Plan in a mannerthat satisfies the Minimum Ownership Requirements prior to the EffectiveDate, which and otherwise complies with applicable Mexican law, thebylaws to be approved by the Shareholders Meeting to effectuate the lastauthorization obtained by the Company from the Mexican foreigninvestment agency and the authorizations in place from such foreigninvestment agency. Such structure shall be acceptable to the Debtors,Delta and the Required Commitment Parties, Delta, Apollo, and theMexican Investors. Preemptive Rights Any existing shareholders party to the Shareholder Support Agreementshall be deemed to have waived and will waive at the ShareholdersMeeting of Grupo held to effectuate the required capital increases andissuance of New Shares, all preemptive rights arising under applicableMexican law orand Grupo’s bylaws (the “Preemptive Rights”) inconnection with confirmation of a Chapter 11 Plan and the transactionscontemplated by this Term Sheet. Upon exercise of any Preemptive Rights and subscription and purchase ofany New Shares provided for under this Term Sheet, including theChapter 11 Plan, Reorganized Grupo shall cause any remaining shares in“treasury” to be cancelled. Existing Shareholder InTo the extent necessary, in satisfaction of all Preemptive Rights, anySubscription Rights existing shareholders that (i) are not party to that certain SupportAgreement dated as of September 4, 2020 by and between Grupo, AlpageDebt Holdings S.a.r.l. and the shareholders party thereto from time to time(the “the Shareholder Support Agreement”), and or (ii) are not MexicanInvestors that become parties in the future to the Equity CommitmentLetter and/or the Subscription Agreement,have not otherwise waived theirPreemptive Rights shall be offered the opportunity to subscribe for andpurchase (the “Statutory Equity Rights Offering”) New Shares at a priceper share calculated at Plan Equity Valuein accordance with applicablelaw (the “Subscription Shares”), which, for the avoidance of doubt, shallbe issued in addition to the New Shares issuable to the CommitmentParties, and shall dilute any other New Shares issued on the EffectiveDate, including the New Shares issued in respect of the CommitmentPremium, except as otherwise set forth in this Term Sheet. Unless waived, the Subscription Shares shall be allocated to theshareholdersin the Statutory Equity Rights Offeringthat duly and validlyexercise their Preemptive Rights pursuant to terms and conditions to beapproved by the Company’s general shareholders meeting, and whichPreemptive Rights shall be exercised pursuant to Grupo’s corporate32

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bylaws and applicable Mexican law. The New Shares to be distributed on the Effective Date to holders ofgeneral unsecured claims (other than (i) Notes claims against Grupo andAerovías and (ii) other allowed claims against Aerovías with enforceableguarantees against Grupo) shall be reduced by the amount of cash that isreceived by the Company from the Statutory Equity Rights Offering (the“Preemptive Rights True Up”) (which such reduction shall be calculatedusing Plan Equity Value), which shall be distributed pursuant to anelection mechanic whereby each holder of such general unsecured claimsmay elect to receive more than its pro rata share of the Preemptive RightsTrue Up; provided that in no event shall less than the full amount of thePreemptive Rights True Up be distributed to the holders of such generalunsecured claims (with the attendant reduction in New Shares to bedistributed to such holders). Tender Offer If agreed by the Debtors, Delta, Apollo and the Required CommitmentParties, a tender offer for all shares held by all existing Gruposhareholders will be launched before any equity conversion or capitalincrease prior to the Effective Date of the Chapter 11 Plan, to the extentnot prohibited by the Bankruptcy Code, on terms agreed by the Debtorsand the Required Commitment Parties, at a price of Mex$0.01 (MexicanPesos) per share (the “Tender Offer”). Existing equity interests in Grupooutstanding at the Effective Date will be diluted to a de minimis amount inReorganized Grupo and/or subject to repurchase on terms to be agreed bythe Debtors and the Required Commitment Parties in consultation withthe Committee. Other Corporate and The Company or the reorganized Company, as applicable, andDebtors,Regulatory Approvals the Commitment Parties, Delta, Apollo, and the Mexican Investors, shalluse best efforts to obtain promptly all corporate (including Grupo’sshareholder meeting approvals as described in more detail below) and anyother regulatory approvals, includingas well as in connection with theTender Offer (as applicable), from the CNBV, the General Direction ofForeign Investment of the Mexican Ministry of Economy and, ifapplicable, COFECE, and other foreign investment and sector-specificregulators charged with enforcing local laws, that are necessary oradvisable in connection with consummation of the transactionscontemplated under this Term Sheet. The Debtors, Commitment Parties, Delta, Apollo and the MexicanInvestors shall cooperate on a collective solution for all relevantregulatory and corporate issues involving foreign ownership andPreemptive Rights (which solution shall honor the allocation of rights andfees as set forth in this Term Sheet). Grupo shall seek shareholder approvals to amend its bylaws consistentwith regulatory authorizations already received by Grupo in April 2021by the Mexican General Directorate of Foreign Investment, which wouldpermit, among other things, Mexican trusts and special purpose vehiclesto participate in the capital stock of Reorganized Grupo. Delta shall vote33

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in favor of such bylaw amendments at the meeting of Grupo shareholders. Miscellaneous: Use of ProceedsNew The Commitment Parties (including Delta and the Mexican Investors) andBoard Apollo agree to use all commercially reasonable efforts to determinecorporate governance mutually acceptable to the Required CommitmentParties, Delta, the Mexican Investors and Apollo, including the size andcomposition of the New Board and its committees, which New Boardcomposition shall comply with applicable Mexican law. In addition, solong as Delta remains a strategic partner of the Company, Delta shall havethe right to designate two directors to the New Board. Proceeds of the Equity Financing shall be used solely for: The bylaws of Reorganized Grupo or other relevant DefinitiveDocumentation shall reflect the agreed corporate governance and NewBoard appointment and designation rights, each to the extent incompliance with applicable Mexican law.  refinancing all or a portion of the Tranche 2 DIP Loans (after givingeffect to any conversions or any funding arrangements with respect toor in lieu of any such conversions);  funding a cash payment of up to $300 million (the “Cash Amount”) tounsecured creditors that have allowed claims with recourse againstAerovías and Grupo; provided that the final amount of such cashpayment shall be determined by the Debtors and the RequisiteCommitment Parties;  the $187.5 million portion of the PLM Upsizing attributable to theEquity Financing in connection with the PLM Stock ParticipationTransaction, as applicable; and  other uses to the extent mutually agreed by the Company and theCommitment Parties. Noteholder Article Thirty-Fifth titled “Special Voting Provisions and CorporateRecoveriesAdditional Governance Matters” of the current bylaws of Grupo, which provides forCorporate Governance a 2/3 shareholder supermajority vote, in addition to a majority of theMatters Mexican shareholders, for the approval of major matters andextraordinary transactions, shall be retained in the bylaws and suchprovision shall be amended to add the requirement that any of suchmatters as set forth in Article Thirty-Fifth must be approved by a 2/3supermajority vote of the New Board before being referred to thesupermajority shareholder vote. On account of the Notes claims against Grupo and Aerovías, the Chapter11 Plan shall provide that the Noteholders shall receive an aggregatedistribution, on account of all claims arising from and related to the Notes,in an amount equal to par plus accrued and unpaid interest due and owingunder the Notes as of the petition date, which at the option of eachnoteholder, shall be payable in New Shares or cash from the CashAmount (the “Noteholder Recoveries”). Such matters currently include: (a) amendment of the bylaws; 34

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(b) change of the business; (c) sale of the Company; (d) material acquisitions and divestitures; (e) transactions exceeding 20% of consolidated assets; andThe Chapter 11 Plan will also include provisions for the payment ofthe reasonable and documented fees of the indenture trustee for theNotes.(f) acquisitions of equity by airline competitors in excess of 2.5%of the Company’s outstanding shares. Miscellaneous: Certain Other Creditor A cash pool of $450 million (consisting of $350 million from the Debtors’Recoveries balance sheet and $100 million of excess cash) (the “Cash Pool”) shall bedistributed to unsecured creditors as follows: (i) Creditors withHolders of (x) Notes claims against Grupo andAerovías and (y) other allowed claims against Aerovías with enforceable guarantees against Grupo shall receive an aggregatedistribution, on account of all such claims, in an amount equal topar plus accrued and unpaid interest due and owing under suchclaims as of the petition datePetition Date. Each holder of suchallowed claims shall have the option to receive such distributionin the form of cash from the Cash Amount or New Shares.Pool or,to the extent there is insufficient cash in the Cash Pool, through acombination of cash from the Cash Pool and New Shares, subjectto and except as otherwise set forth above in the last paragraphunder the caption “Commitment Premium.” (ii) Holders of all other allowed general unsecured claims against theDebtors shall receive their pro rata share of the remainder of theCash Pool and New Shares as set forth in the Chapter 11 Plan.7The Chapter 11 Plan will also include provisions for the payment of thereasonable and documented fees of the indenture trustee for the Notes. Outside Date No later than December 30, 2021March 31, 2022, provided that theOutside Date shall be automatically extended for up to three (3) monthssolely to the extent necessary to obtain any regulatory approvals requiredto consummate the Chapter 11 Plan (the “Outside Date”). Governing Law Definitive documentation to be governed by New York law, withsubstantive Mexican securities, antitrust and foreign investment law to berespected as applicable. 7 Allocation of remaining Cash Pool and New Shares among distinct Debtor entities to be agreed in accordancewith the consent rights as provided under the caption “Definitive Documentation” above. 35

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Fees & Expenses; To the extent not otherwise payable pursuant to other orders of theIndemnification Bankruptcy Court, including the Final Order Granting Debtors’ Motionto (I) Authorize Certain Debtors in Possession to Obtain Post-PetitionFinancing Pursuant to 11 U.S.C. §§ 105, 362, 363 and 364; (II) GrantLiens and Superpriority Administrative Expense Claims to DIP LendersPursuant to 11 U.S.C. §§ 364 and 507; (III) Modify Automatic Stay 19Pursuant to 11 U.S.C. §§ 361, 362, 363, 364 and 507; and (IV) GrantRelated Relief, in In re Grupo Aeroméxico, S.A.B. de C.V., et al., CaseNo. 20-11563 (SCC) (the “Final DIP Order”), and without limitation ofthe Debtors’ obligations thereunder, the Debtors shall be responsible forthe payment in cash of all reasonable and documented fees, costs andexpenses, whether incurred before or after the execution of the EquityCommitment Letter, of each of the Commitment Parties (other than theMexican Investors, which provisions related to reimbursement are setforth below) or of the advisors, consultants and other professionals,including counsel (including, for the avoidance of doubt, local counseland conflicts counsel), financial advisors and investment bankingprofessionals, engaged by the Commitment Parties in connection with theChapter 11 Plan, the Chapter 11 Cases, the mediation conducted beforethe Honorable Judge Lane, the diligence, negotiation, formulation,preparation, execution, delivery, implementation, consummation and/orenforcement of the Commitments, this Term Sheet, the EquityCommitment Letter and the Definitive Documentation, any potentialAlternative Exit Debt Financing and any amendments, waivers, consents,supplements or other modifications to any of the foregoing (the“Reimbursed Fees and Expenses”), which payments shall be made by theDebtors on a regular and continuing basis subject to procedures set forthin the Exit Financing Approval Order; provided however, that (i) paymentof Reimbursed Fees and Expenses to Katten Muchin Rosenman LLP, ascounsel to Invictus Global Management, LLC, shall not exceed $50,000in the aggregate and (ii) with respect to the Claimholder Investors, theDebtors shall only pay Reimbursed Fees and Expenses of Gibson, Dunn& Crutcher LLP, Rico, Robles Libenson S.C., Glenn Agre Bergman &Fuentes LLP (in an aggregate amount not to exceed $350,0000), KPMGCardenas Dosal, S.C. (in an aggregate amount not to exceed $40,000) and,subject to the next sentence, Moelis & Company (“Moelis”)4. In addition,(i) without limitation of thenotwithstanding the foregoing or any otherlimitation or provision of the Final DIP Order, and without any reductionto any other fees due to them or that may have already been paid, theDebtors shall pay (i) an additional financing fee in the aggregate amountof $5,000,0004,500,000 to Ducera Partners LLC and Banco BTG PactualSA (the “Ducera Financing Fee”) which, for the avoidance of doubt,shall not prejudice each advisor’s entitlement to other fees andreimbursements provided for by their respective engagement letters, and(ii) the Debtors shall pay an additional fee in the aggregate amount of[$2,000,000]1,700,000 to Moelis (the “Moelis Fee”). In, in each case,such fees shall be paid by the Debtors subject to the procedures set forth 4 The inclusion of fees and expenses of other Claimholder Investor professionals is subject to further discussion. 36

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in the Exit Financing Approval Order. The Chapter 11 Plan shall provide that the Debtors shall reimburse andpay directly the Mexican Investors’ reasonable costs and expenses,incurred in connection with the Debtors’ Chapter 11 cases, this TermSheet, the Chapter 11 Plan and the transactions contemplated hereunder orunder the Chapter 11 Plan. The Commitment Premium, the Reimbursed Fees and Expenses, theDucera Financing Fee and the Moelis Fee shall constitute allowedsuper-priority administrative expense claims of the Debtors’ estate undersections 503(b) and 507 of the Bankruptcy Code, junior only to the DIPLoans. The Subscription Agreement shall contain a customary indemnificationprovision in favor of the Commitment Parties and their affiliates, equityholders, members, partners, general partners, managers and its and theirrespective representatives and controlling persons from and against anyand all losses, claims, damages, liabilities and costs and expenses arisingout of a claim asserted by a third party arising out of or in connection withthe Equity Commitment Letter, this Term Sheet or the SubscriptionAgreement or the transactions contemplated hereby and thereby. Listing Matters [The Company (i) shall cause the New Shares to be approved for listingon the Bolsa Mexicana de Valores on the Effective Date, and (ii) shall,prior to the Effective Date, use commercially reasonable efforts inpreparing for the direct listing of the new shares on the New York StockExchange, which listing shall occur as soon as practicable following theEffective Date.]5determinationwith respect to thecontinued public listingof the New Shares and timing considerations related thereto shall bemutually acceptable to Delta, Apollo and the Required CommitmentParties. Securities Law Matters The Debtors shall use commercially reasonable efforts to provide that theNew Shares and the Commitment Premium are exempt from theregistration requirements of the U.S. federal securities laws under Section1145 of the Bankruptcy Code to the fullest extent permitted thereby orotherwise pursuant to Section 4(a)(2) of the Securities Act of 1933, asamended (the “Securities Act”) and/or Regulation D promulgatedthereunder, or another available exemption promulgated thereunder. Anyof the New Shares and the Commitment Premium that are issued pursuantto certain exemptions under the Securities Act (and for the avoidance ofdoubt, not under Section 1145 of the Bankruptcy Code) may be“restricted securities” and/or otherwise subject to certain transferrestrictions under the U.S. federal securities laws unless sold pursuant toan exemption from the registration requirements of the U.S. federalsecurities laws or an effective registration statement. To the extent applicable under relevant circumstances, including a direct 5 Timing, mechanics and additional terms under further discussion, including related to registration rights. 37

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listing on the NYSE, Reorganized Grupo will provide customaryregistration rights to the Commitment Parties and Apollo on termsmutually acceptable to Reorganized Grupo and the Required CommitmentParties. Board of The terms of the MIP to be established and implemented with respect toDirectorsAdditional Reorganized Grupo shall be on the terms set forth in the Chapter 11 Plan,Matters which terms shall be consistent with market terms for a company of thesize and complexity of Reorganized Grupo and the market in which itoperates. The terms of the MIP set forth in the Chapter 11 Plan shall beacceptable to the Company, Delta, Apollo and the Required CommitmentParties. Any true-up cash payments to members of Grupo’s executivemanagement team that may be contemplated shall be included in theChapter 11 Plan and be mutually acceptable to the Company (includingGrupo’s current compensation committee and Grupo’s executivemanagement team), Delta, Apollo and the Required Commitment Parties. The New Board shall include independent directors in sufficient numberto comply with Grupo’s corporate bylaws and applicable Mexican law. All members of the New Board shall satisfy the requirements ofapplicable Mexican law and be subject to foreign investment limitations. The Required Commitment Parties and Delta agree to use allcommercially reasonable efforts to determine corporate governancemutually acceptable to the Required Commitment Parties, the Debtorsand Delta, in compliance with Mexican law, and consistent with the DeltaTerm Sheet.The New Shares issued on the Effective Date will be dilutedafter the Effective Date by any issuances of New Shares under the MIP. Acquisition of Aircraft/ Each Commitment Party covenants that if an aircraft lease and/or aircraftLease Financing Claims financing (including any JOLCOS) (an “Aircraft Lease/Financing”) hasnot yet been rejected or restructured, but is the subject of an LOI orsimilar agreement between the applicable Debtor and the counterpartythereto, such Commitment Party will only purchase a claim, right orinterest in respect of such Aircraft Lease/Financing if it agrees to theterms of such LOI or similar agreement, including, but not limited to anyagreement to a rejection damages claim included therein. Certain Delta Investment In connection with the Restructuring, (i) by no later than October 10,Terms6Releases 2021, Delta shall exercise its call option pursuant to that certain FundingAgreement with Alpage Debt Holdings, S.A.R.L., dated November 20,2020, to purchase all Tranche 2 DIP Loans subject to such agreement and(ii) Delta shall convert all such fully accrued amounts of its Tranche 2DIP Loans,7including all PIK interest and its equity conversion fee toNew Shares at the Plan Equity Value (the “Delta Tranche 2 DIP Loans 6 A term sheet setting forth additional termswith respect to theDelta investment will be attached to the executedversion of the Equity Commitment Letter. 7 For avoidance of doubt, this amount is projected to be approximately $234 million, as of December 31, 2021. 38

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Conversion”). In exchange forthe assumption, amendment and extension ofall existingagreements between Delta (and any of its subsidiaries or affiliates) andthe Company as of the Petition Date and any amendments, supplementsor other modifications thereto through the Effective Date, as mutuallyagreed to by Delta and the Debtors, which shall require the continuationof the scope and level of support services provided by Delta (and any ofits subsidiaries or affiliates) under such agreements or otherwise,currently provided in connection with the joint venture and strategicalliance between Delta and the Company, Delta shall receive anamendment fee (the “Contract Amendment Fee”). Such ContractAmendment Fee shall equal 21.0% of the New Shares less the NewShares Delta receives on account of (i) the Delta Purchase Amount, (ii)the Delta Tranche 2 DIP Loans Conversion and (iii) the CommitmentPremium; provided that (i)-(iii) shall be subject to dilution on account ofissuances under the MIP post-emergence from Chapter 11 (as definedherein). Delta shall execute the Subscription Agreement in its capacity as aCommitment Party.The Chapter 11 Plan shall contain usual andcustomary releases in favor of the Commitment Parties and Apollo andotherwise mutually acceptable to the Debtors, Commitment Parties andApollo. Notice to the Committee Any notice that is required to be given to any party pursuant to this TermSheet shall be provided simultaneously to the Committee. Tax Treatment The terms of the Equity Financing will be structured to maximize taxefficiencies for each of the Company and the Commitment Parties, andthe Company shall use commercially reasonable efforts to coordinateefforts with the Commitment Parties in this regard. Confidentiality Except as may be required by law, the existence of this term sheet and theterms contained herein, as well as any discussions between the parties,will be kept confidential, except as otherwise may be expressly agreed toby the Required Commitment Parties, Apollo, Delta and the Debtors. 39

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Exhibit A Certain Definitions “Net Debt Amount” means the Debt and Debt-like Items Amount, minus the Cash and Cash EquivalentsAmount. “Debt and Debt-like Items” means, in relation to the Company: (a) any financed fleet debt; (b) any capitalized fleet debt; (c) any commercial paper, securitized notes, American Express receivables facilities, or otherfinanced non-fleet debt; (d) any debts owed to PLM; (e) the BBVA revolving credit line; and (f) any indebtedness for borrowed money whether current or funded, fixed or contingent, or securedor unsecured (including any “take-back” debt related to the Noteholder Recoveriesrecoveries toholders of Notes claims), in each case, as reflected in the Business Plan; provided, that “Debt and Debt-like Items” shall include thepro forma impact of any liabilities for indebtedness for borrowed money contemplated by this transaction(as well as the pro forma impact of any repayments of existing indebtedness as contemplated by thistransaction). Debt and Debt-like Items shall not include: (a) any accrued and unfunded employee liabilities relating to any pension, retirement or deferredcompensation benefits; (b) any on balance sheet provisions, whether related to the Company’s fleet or otherwise; and(c) any unsecured debt expected to be extinguished upon the Effective Date. “Cash and Cash Equivalents” means any cash and equivalents reflected in the Business Plan, includingRestricted Cash. “Restricted Cash” means (i) VMR accounts receivable facility; (ii) short term CEBURES; (iii) Sistemas(CIB/3482); (iv) any HSBC margin call restricted cash accounts. A-1

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Exhibit B Illustrative Plan Equity Value Calculation (U.S.$ in millions)Exhibit C Equity Split Tables B-1

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1. Includes $486m of unrestricted cash and $24m of restricted cash and represents cash balance per the BusinessPlan. C-2

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EXHIBIT B] Joinder Joinder (to the Commitment Letter)

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Form of Joinder Agreement This joinder agreement (the “Joinder Agreement”) to Equity Commitment Letter, datedNovember [●], 2021 (as has been or may be hereafter amended, amended and restated,supplemented or otherwise modified from time to time in accordance with the terms thereof, the“ECL”), among Grupo Aeroméxico, S.A.B. de C.V. (the “Company”) and the CommitmentParties party thereto, is executed and delivered by [●] (the “Joining Party”) as of [●], 20[●] (the“Joinder Date”). Each capitalized term used herein but not otherwise defined herein shall havethe meaning set forth in the ECL. The Joining Party specifically agrees to be bound by the terms and conditions of the ECLand makes all representations and warranties contained therein as of the date hereof and anyfurther date specified in the ECL, and shall be deemed a “Commitment Party” under the terms ofthe ECL. This Joinder Agreement shall be governed by and construed in accordance with the lawsof the State of New York without regard for any conflicts of law principles that would apply thelaws of any other jurisdiction, or, to the extent applicable, the Bankruptcy Code. [Signature Page Follows]

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IN WITNESS WHEREOF, the Joining Party has caused this Joinder Agreement to beexecuted as of the Joinder Date. JOINING PARTY [COMMITMENT PARTY] By: Name: Title: Amount of Claims held (if any): Type of Claim: $__________________ Type of Claim: $__________________ Amount of Interests held (if any): Type of Interest: $__________________ Type of Interest: $__________________ Address for notices: Attention: Email: [Signature Page to Joinder Agreement]

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AGREED AND ACCEPTED (as of the Joinder Date): GRUPO AEROMÉXICO, S.A.B. DE C.V. By: Name: Title: [Signature Page to Joinder Agreement]

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EXHIBIT C Joinder (to Sections 1(d), 1(e), 1(f) and 1(g) of the Commitment Letter)

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Form of Joinder Agreement This joinder agreement (the “Joinder Agreement”) to Equity Commitment Letter, datedNovember [●], 2021 (as has been or may be hereafter amended, amended and restated,supplemented or otherwise modified from time to time in accordance with the terms thereof, the“ECL”), among Grupo Aeroméxico, S.A.B. de C.V. (the “Company”) and the CommitmentParties party thereto, is executed and delivered by [●] (the “Joining Party”) as of [●], 20[●] (the“Joinder Date”). Each capitalized term used herein but not otherwise defined herein shall havethe meaning set forth in the ECL. Agreement to be Bound. The Joining Party, a transferee of Notes Claims, hereby agreesto be bound by Sections 1(d) and, 1(e), 1(f) and 1(g) of the ECL, a copy of which is attached tothis Joinder Agreement as Annex I (as the same has been or may be hereafter amended, amendedand restated or otherwise modified from time to time in accordance with the provisions thereof). The Joining Party shall hereafter be deemed to be a “Commitment Party” solely for purposes ofSections 1(d) and, 1(e), 1(f) and 1(g) of the ECL. Representations and Warranties. The Joining Party hereby severally and not jointlymakes the representations and warranties of the Commitment Parties set forth in Section 5(a) ofthe ECL (other than clauses (v) and (vi) therein) to the Company as of the Joinder Date. Governing Law. This Joinder Agreement shall be governed by and construed inaccordance with the laws of the State of New York without regard for any conflicts of lawprinciples that would apply the laws of any other jurisdiction, or, to the extent applicable, theBankruptcy Code. [Signature Page Follows]

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IN WITNESS WHEREOF, the Joining Party has caused this Joinder Agreement to beexecuted as of the Joinder Date. JOINING PARTY [COMMITMENT PARTY] By: Name: Title: Amount of Claims held (if any): Type of Claim: $__________________ Type of Claim: $__________________ Amount of Interests held (if any): Type of Interest: $__________________ Type of Interest: $__________________ Address for notices: Attention: Email: [Signature Page to Joinder Agreement]

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AGREED AND ACCEPTED (as of the Joinder Date): GRUPO AEROMÉXICO, S.A.B. DE C.V. By: Name: Title: [Signature Page to Joinder Agreement]

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Schedule 1 Equity Commitments

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Exhibit C Debt Commitment Letter

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November [ ], 2021 Grupo Aeroméxico, S.A.B. de C.V. Av. Paseo de la Reforma 243, piso 25 Cuauhtémoc, Mexico City, Mexico, 06500 Attention: Mr. Andrés Conesa Labastida, CEO; Mr. Ricardo Javier Sánchez Baker, CFO Email: aconesa@aeromexico.com; rsbaker@aeromexico.com with a copy to: Sainz Abogados, S.C. Boulevard Manuel Ávila Camacho 24, piso 21 Lomas de Chapultepec, C.P. 11000 Ciudad de México, México Attention: Alejandro Sainz Orantes; Santiago Alessio Robles Email: asainz@sainzmx.com; salessiorobles@ sainzmx.com with a copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: Timothy Graulich; Vanessa Jackson Email: timothy.graulich@davispolk.com; vanessa.jackson@davispolk.com Re: Exit Debt Financing Commitment Letter Ladies and Gentlemen: On June 30, 2020, Grupo Aeroméxico, S.A.B. de C.V. ( “you” or the “Company”) and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors” and each a “Debtor”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), jointly administered under Case No. 20-11563 (SCC), commencing the Debtors’ chapter 11 cases (the “Chapter 11 Cases”). Reference is hereby made to that certain Exit Debt Term Sheet attached hereto as Exhibit A (the “Exit Debt Term Sheet” and, together with this letter agreement, the “Debt Commitment Letter”) which sets forth certain terms and conditions of the First Lien Notes (as defined below). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Exit Debt Term Sheet.

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1. Commitment (a) In connection with the foregoing, and upon the terms and subject to the conditions set forth or referred to in the Exit Debt Term Sheet and this Debt Commitment Letter, the parties listed on Schedule 1(a) hereto (the “Debt Commitment Parties”, “us” or “we”), each on behalf of itself or certain of its affiliates, affiliated funds and/or funds or accounts managed, advised or subadvised by such Commitment Party, as applicable, have agreed to purchase from the Company senior secured first lien notes (the “First Lien Notes”) in the aggregate principal amount of $762,500,000 consisting of (i) $575,000,000 to facilitate the Debtors’ emergence from the Chapter 11 Cases (including to fund cash distributions to unsecured creditors) ( the “Notes Purchase Amount A”) and (ii) $187,500,000 to finance a transaction (the “PLM Stock Participation Transaction”) pursuant to which PLM Premier, S.A.P.I. de C.V. (“PLM”) will become a direct or indirect wholly-owned subsidiary of the Company (the “Notes Purchase Amount B”), on a several and not joint basis, in the amounts set forth opposite each such Debt Commitment Party’s name on Schedule 1(a) (the “Exit Debt Commitments”). (b) The rights and obligations of each of the Debt Commitment Parties under this Debt Commitment Letter shall be several and not joint, and no failure of any Debt Commitment Party to comply with any of its obligations hereunder shall prejudice the rights of any other Debt Commitment Party; provided, that, for the avoidance of doubt, no Debt Commitment Party shall be required to purchase the First Lien Notes required to be purchased by another Debt Commitment Party pursuant to such other Debt Commitment Party’s Exit Debt Commitment in the event such other Debt Commitment Party fails to do so (the “Defaulting Debt Commitment Party”), but may at its option do so, in whole or in part, in which case such performing Debt Commitment Party shall be entitled to all or a proportionate share, as the case may be, of the First Lien Notes and related fees and commitment premiums that would otherwise be issued to the Defaulting Debt Commitment Party. 2. Debt Commitment Premium; Fees and Expenses (a) As a condition for and in consideration of the commitments and agreements of the Debt Commitment Parties set forth in this Debt Commitment Letter, you agree to pay or cause to be paid the Reimbursed Fees and Expenses (as defined below) and the Debt Commitment Premium described in this Debt Commitment Letter, in each case, on the terms and subject to the conditions set forth herein. (b) In connection with the First Lien Notes, the Debt Commitment Parties shall be entitled to a commitment premium (the “Debt Commitment Premium”) payable to such Debt Commitment Parties in cash, equal, in the aggregate, to 1.0% of the principal amount of the Exit Debt Commitments as of the date hereof. The Debt Commitment Premium shall be payable to the Debt Commitment Parties ratably based on the initial Exit Debt Commitments set forth on Schedule 1(a). Such Debt Commitment Premium shall be fully earned upon (i) acceptance of and entry into this Debt Commitment Letter by the Company, and (ii) entry of an order by the Bankruptcy Court approving this Debt Commitment Letter, 2

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the payment of all fees and expenses contemplated by this Debt Commitment Letter, the commitment letter, dated as of the date hereof (the “Equity Commitment Letter”), by and among the Company and the Equity Commitment Parties party thereto (the “Equity Commitment Parties”), and the Subscription Agreement (as defined in the Equity Commitment Letter) (the “Subscription Agreement”), including, for the avoidance of doubt, the Debt Commitment Premium, the Reimbursed Fees and Expenses and the indemnification provisions (the “Exit Financing Approval Order”) and payable on the effective date of any plan of reorganization in the Chapter 11 Cases. The Debt Commitment Premium shall be paid, free and clear of any deduction for any applicable taxes, by the Company by wire transfer of immediately available funds. Notwithstanding the above, in case withholding for any applicable taxes is required by law, additional amounts shall be paid as may be necessary so that after making all required deductions or withholdings for any applicable taxes (including deductions or withholdings applicable to the additional amounts paid), the Debt Commitment Premium is equal to the amount that should be paid if such withholdings or deductions were not applicable. (c) To the extent not otherwise payable pursuant to other orders of the Bankruptcy Court, including the Final Order Granting Debtors’ Motion to (I) Authorize Certain Debtors in Possession to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 362, 363 and 364; (II) Grant Liens and Superpriority Administrative Expense Claims to DIP Lenders Pursuant to 11 U.S.C. §§ 364 and 507; (III) Modify Automatic Stay Pursuant to 11 U.S.C. §§ 361, 362, 363, 364 and 507; and (IV) Grant Related Relief, in In re Grupo Aeroméxico, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) the (“Final DIP Order”), the Company (or, to the extent the Company does not meet its obligations under this paragraph (c), the other Debtors) shall be responsible for the payment in cash of all reasonable and documented out-of-pocket expenses, whether incurred before or after the execution of this Debt Commitment Letter, of the Debt Commitment Parties (including, without limitation, reasonable documented out-of-pocket expenses of the Debt Commitment Parties’ due diligence investigation, consultants’ fees, and reasonable fees, disbursements and other charges of counsel, but in the case of legal fees and expenses, limited to the reasonable fees and reasonable documented out-of-pocket expenses of (i) Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) and one local counsel advising Akin Gump in each relevant material jurisdiction; (ii) Milbank LLP (“Milbank”) and one local counsel advising Milbank in each relevant material jurisdiction; and (iii) Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) and one local counsel advising Gibson Dunn in each relevant material jurisdiction incurred in connection with the preparation of this Debt Commitment Letter and the Definitive Debt Documentation (the “Reimbursed Fees and Expenses”), which payments shall be made by the Company on a regular and continuing basis subject to procedures substantially similar to those set forth in paragraph 16 of the Final DIP Order, mutatis mutandis. The Debt Commitment Premium, Reimbursed Fees and Expenses and indemnification provided herein shall constitute allowed super-priority administrative expense claims of the Debtors’ estate under sections 503(b) and 507 of the Bankruptcy Code, junior only to the DIP Loans (as defined in the DIP Term Loan Agreement (as defined below)). 3

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(d) The provisions for the payment of the Debt Commitment Premium, Reimbursed Fees and Expenses and indemnification provided herein, are an integral part of the transactions contemplated by this Debt Commitment Letter and without these provisions the Debt Commitment Parties would not have delivered this Debt Commitment Letter. 3. Information You hereby represent and covenant that (a) all information, other than the Projections (as defined below) and information of a general economic or industry specific nature (the “Information”), that (i) has been or will be made available to us by you or on your behalf by any of your representatives or (ii) has been filed, or included in documents or other reports filed with the Mexican Securities Exchange Market (Bolsa Mexicana de Valores) (“BMV”), in each case, (x) is or will be, when taken as a whole, complete and correct in all material respects and (y) does not or will not, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, and (b) the financial projections and other forward-looking information as of the date hereof and as subsequently amended (the “Projections”) that have been or will be made available to us by you or on your behalf by any of your representatives have been or will be prepared in good faith based upon assumptions that you believe are reasonable at the time made, it being understood and agreed that the Projections are not a guarantee of financial performance and actual results may differ from the Projections and such differences may be material. You agree that if, at any time prior to the termination of this Debt Commitment Letter, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations will be accurate and complete in all material respects under those circumstances; it being understood, in each case, that such supplement shall cure any breach of such representations and warranties. In providing this Debt Commitment Letter and purchasing the First Lien Notes from the Company, each of the Debt Commitment Parties is relying on the accuracy of the Information furnished to it by or on behalf of you by your representatives without independent verification thereof. 4. Conditions Each Debt Commitment Party’s obligations to consummate the transactions contemplated by this Debt Commitment Letter are subject to the conditions set forth in Exhibit B attached hereto (the “Closing Conditions”) and, upon the satisfaction (or waiver by the Debt Commitment Parties) of such Closing Conditions, the purchase of the First Lien Notes shall occur. There are no conditions (implied or otherwise) to the commitments hereunder, including compliance with the terms of this Debt Commitment Letter and the Definitive Debt Documentation, and there will be no conditions (implied or otherwise) under the Definitive Debt Documentation to the purchase of the First Lien Notes on the Closing Date, other than the Closing Conditions. 5. Acceptance and Termination 4

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(a) The agreements and obligations of the Debt Commitment Parties hereunder will terminate, unless the Debt Commitment Parties shall have received this Debt Commitment Letter signed by the Company on or prior to the date the Bankruptcy Court has entered the Exit Financing Approval Order. The Company may terminate this Debt Commitment Letter and the Debt Commitment Parties’ commitments hereunder (in whole, but not in part) at any time. The agreements and obligations of the Debt Commitment Parties under this Debt Commitment Letter shall terminate on (i) March 31, 2022 (the “Outside Date”); provided that the Outside Date shall be automatically extended for up to three (3) months solely to the extent necessary to obtain any regulatory approvals required to consummate the Chapter 11 Plan (as defined below), (ii) December 1, 2021 if the Bankruptcy Court has not entered the Exit Financing Approval Order on or prior to such date (subject to an automatic extension solely to the extent required by Bankruptcy Court availability), (iii) December 17, 2021 if the Bankruptcy Court has not entered an order approving a disclosure statement in respect of the plan of reorganization in the Chapter 11 Cases that implements the reorganization of the Debtors including the terms and conditions in the Equity Commitment Letter (including the Term Sheet appended thereto) and which shall otherwise be consistent with the terms and conditions of this Debt Commitment Letter (the “Chapter 11 Plan”) on or before such date, unless, in each case, such deadline is extended by mutual agreement of the Company and the Required Debt Commitment Parties, (iv) the date on which either the Equity Commitment Letter or the Subscription Agreement is terminated (other than termination of the Equity Commitment Letter as a result of the execution of the Subscription Agreement by the parties thereto), (v) the date on which the Bankruptcy Court approves any actual or proposed Alternate Financing (other than the Equity Financing (as defined in the Equity Commitment Letter)) or (vi) the date on which the Company or any other Debtor emerges from the Chapter 11 Cases without issuing the First Lien Notes. The Exit Debt Commitment with respect to Notes Purchase Amount B shall automatically terminate to the extent the Company and/or its subsidiaries consummates the PLM Stock Participation Transaction without incurring Notes Purchase Amount B. (b) Any Debt Commitment Party may terminate its agreements and obligations under this Debt Commitment Letter upon the filing by any Debtor of a motion, application or adversary proceeding (or any of the Debtors supports any such motion, application, or adversary proceeding filed or commenced by any third party) challenging the validity or enforceability, or seeking avoidance, subordination or disallowance, of (i) the claims under that certain Indenture, dated as of February 5, 2020, by and among Aerovías de Mexico, S.A. de C.V., as issuer, the Company, as guarantor and the Bank of New York Mellon as trustee, transfer agent, registrar and paying agent; or (ii) any unsecured claim against any Debtor, in each case of (i) and (ii), held by such Debt Commitment Party. For the avoidance of doubt, no Debt Commitment Party shall be required to purchase the First Lien Notes required to be purchased by another Debt Commitment Party pursuant to such other Debt Commitment Party’s Exit Debt Commitment if the Exit Debt Commitment of such other Debt Commitment Party (the “Terminated Debt Commitment Party”) is terminated pursuant to this clause (b), but may at its option do so, in whole or in part, in which case such purchasing Debt Commitment Party shall be entitled to all or a proportionate share, as the case may be, of the First Lien Notes and related fees and commitment premiums that would otherwise be issued to the Terminated Debt Commitment Party. 5

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(c) In the event that the Company or any of its subsidiaries consummates any debt or equity financing transaction in lieu of all or a portion of Exit Debt Commitments (any such transaction, an “Alternate Financing”) in order to emerge from the Chapter 11 Cases and/or to finance the PLM Stock Participation Transaction, the Company agrees to use commercially reasonable efforts to cause the provider of such Alternate Financing to allocate a portion of such Alternate Financing to the Debt Commitment Parties. (d) The terms set forth in this section shall survive termination of this Debt Commitment Letter and shall remain in full force and effect regardless of whether the transactions contemplated hereby or by the Chapter 11 Plan are consummated. The parties hereto acknowledge that the agreements contained in this paragraph are an integral part of the transactions contemplated by this Debt Commitment Letter, are actually necessary to preserve the value of the Debtors’ estates and constitute liquidated damages and not a penalty, and that, without these agreements, the Debt Commitment Parties would not have entered into this Debt Commitment Letter. 6. Indemnification (a) Whether or not the transactions contemplated hereby or in the Chapter 11 Plan are consummated, the Company (or, to the extent the Company does not meet its obligations under this paragraph (a), the other Debtors) hereby agrees to indemnify and hold harmless each of the Debt Commitment Parties and each of their respective stockholders, equity holders, members, partners, managers, officers, directors, employees, attorneys, accountants, financial advisors, consultants, agents, advisors and controlling persons (each, an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, imposed on, sustained, incurred or suffered by, or asserted against, any Indemnified Party as a result of or arising out of or in any way related to, directly or indirectly, this Debt Commitment Letter or any of the other Definitive Debt Documentation, the Exit Debt Commitments or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Party is a party thereto and whether or not any such claim, litigation, investigation or proceeding is brought by the Company or any of its affiliates or other related parties, and to reimburse each such Indemnified Party for the reasonable and documented legal or other out-of-pocket costs and expenses as they are incurred in connection with investigating, responding to or defending any of the foregoing; provided, that the foregoing indemnification will not, as to any Indemnified Party, apply to losses, claims, damages, liabilities or expenses to the extent that they have resulted from the willful misconduct or gross negligence of, or material breach of obligations under this Debt Commitment Letter or the Definitive Debt Documents by, such Indemnified Party or any of such Indemnified Party’s controlled affiliates or any of its or their respective officers, directors, employees, agents, advisors or other representatives or successors of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision). (b) None of the Indemnified Persons, the Company, or their respective directors, 6

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officers, employees, advisors, and agents shall be liable for any indirect, special, punitive or consequential damages in connection with this Debt Commitment Letter or the transactions contemplated hereby; provided, that nothing contained in this sentence shall limit the Company’s indemnity obligations to the extent set forth in Section 6(a). (c) The Company shall not be liable for any settlement of any claim, litigation, investigation or proceeding if the amount of such settlement was effected without the Company’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), but if settled with the Company’s written consent or if there is a final judgment for the plaintiff in any such claim, litigation, investigation or proceeding, the Company agrees to indemnify and hold harmless each Indemnified Party from and against any and all liabilities and related expenses by reason of such settlement or judgment in accordance with the terms of clauses (a) and (b) above. (d) The terms set forth in this Section 6 shall survive termination of this Debt Commitment Letter and shall remain in full force and effect regardless of whether the transactions contemplated hereby or by the Chapter 11 Plan are consummated. 7. Absence of Fiduciary Relationship, Affiliate Activities (a) You acknowledge and agree that (i) no fiduciary, advisory or agency relationship between you and the Debt Commitment Parties is intended to be or has been created in respect of any of the transactions contemplated by this Debt Commitment Letter, irrespective of whether the Debt Commitment Parties have advised or are advising you on other matters, (ii) the Debt Commitment Parties, on the one hand, and you, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty to you or your affiliates on the part of the Debt Commitment Parties, (iii) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Debt Commitment Letter, (iv) you have been advised that the Debt Commitment Parties are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Debt Commitment Parties have no obligation to disclose such interests and transactions to you, (v) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (vi) each Debt Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (vii) none of the Debt Commitment Parties has any obligation or duty (including any implied duty) to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Debt Commitment Party and you or any such affiliate. (b) Additionally, you acknowledge and agree that none of the Debt Commitment Parties are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and 7

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shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by this Debt Commitment Letter, and the Debt Commitment Parties shall not have any responsibility or liability to you with respect thereto. Any review by the Debt Commitment Parties of the transactions contemplated by this Debt Commitment Letter or other matters relating thereto will be performed solely for the benefit of the Debt Commitment Parties and shall not be on behalf of you or any of your affiliates. 8. Relationship Among Parties Notwithstanding anything to the contrary herein, nothing in this Debt Commitment Letter shall create any additional fiduciary obligations on the part of any of the parties hereto or any members, managers or officers of any of the parties hereto or their affiliated entities, in such person’s or entity’s capacity as a member, manager or officer of any of the parties hereto or their affiliated entities that such entities did not have prior to the execution of this Commitment Letter. None of the Debt Commitment Parties shall have any fiduciary duty or other duties or responsibilities to each other, any Debt Commitment Party, any of the Debtors, or any of the Debtors’ respective subsidiaries or affiliates, creditors or other stakeholders. No prior history, pattern or practice of sharing confidence among or between any of the Debt Commitment Parties and/or the Debtors or any of their subsidiaries or affiliates shall in any way affect or negate this understanding and agreement. For the avoidance of doubt: (a) each Debt Commitment Party is entering into this Debt Commitment Letter directly with the Company and not with any other Debt Commitment Party, (b) no other Debt Commitment Party shall have any right to bring any action against any other Debt Commitment Party with respect to this Debt Commitment Letter (or any breach thereof) and (c) no Debt Commitment Party shall, nor shall any action taken by a Debt Commitment Party pursuant to this Debt Commitment Letter, be deemed to be acting in concert or as any group with any other Debt Commitment Party with respect to the obligations under this Debt Commitment Letter nor shall this Debt Commitment Letter create a presumption that the Debt Commitment Parties are in any way acting as a group. All rights under this Debt Commitment Letter are separately granted to each Debt Commitment Party by the Company and vice versa, and the use of a single document is for the convenience of the Company. The decision to commit to enter into the transactions contemplated by this Debt Commitment Letter has been made independently. 9. Designation Rights; Related Purchaser; Assignment (a) Each Debt Commitment Party, as applicable, shall have the right to assign or designate by written notice to the Company no later than ten (10) Business Days prior to the Closing Date some or all of the portion of the First Lien Notes that it is obligated to purchase hereunder, as applicable, to be issued in the name of, and delivered to, one or more of its affiliates or to any fund, account or sub-account that is managed, advised and/or sub-advised by such Debt Commitment Party, an affiliate of such Debt Commitment Party, or the same entity that manages or advises such Debt Commitment Party (each, a “Related Purchaser”), which notice of designation shall (i) be addressed to the Company and signed by such Debt Commitment Party and each Related Purchaser and (ii) the portion of the First Lien Notes to be delivered to or issued in the name of each 8

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such Related Purchaser; provided, that no such designation pursuant to this Section 9(a) shall relieve such Debt Commitment Party from its obligations under this Debt Commitment Letter. (b) Each Debt Commitment Party, shall have the right to assign by written notice to the Company no later than ten (10) Business Days prior to the Closing Date some or all of its Debt Commitments hereunder to any other Debt Commitment Party or Equity Commitment Party, which notice of designation shall (i) be addressed to the Company and signed by such Debt Commitment Party and the applicable assignee Debt Commitment Party or Equity Commitment Party, as applicable, and (ii) include the aggregate amount of the Debt Commitments assigned; provided, that no such assignment pursuant to this Section 9(b) shall relieve the initial Debt Commitment Party making such assignment from its obligations under this Debt Commitment Letter with respect to the Debt Commitments subject to any such assignment. (c) Except as set forth in Section 9(a) and (b), neither this Debt Commitment Letter nor any of the rights, interests or obligations under this Debt Commitment Letter shall be assigned by any party (whether by operation of Law or otherwise) without the prior written consent of the Company and the Required Debt Commitment Parties and any purported assignment in violation of this Section 9 shall be void ab initio. This Debt Commitment Letter (including the documents and instruments referred to in this Debt Commitment Letter) is not intended to and does not confer upon any person any rights or remedies under this Debt Commitment Letter other than (i) the parties hereto and (ii) any Indemnified Person. 10. Disclosures; Confidentiality (a) The Company shall use good faith and commercially reasonable efforts to provide drafts to counsel to the Debt Commitment Parties of any press releases, public filings, public announcements or communications with any news media or to the public generally, that constitute disclosure of the existence or terms of this Debt Commitment Letter (or any amendment to the terms of this Debt Commitment Letter) or the transactions contemplated hereby, within a reasonable time (and in any event not less than two (2) calendar days (it being understood that such period may be shortened or disregarded to the extent there are exigent circumstances that require such press release, public filing, public announcement or communication to be made to comply with applicable laws or regulations) prior to making or filing any such press release, public filing, public announcement or communication and shall (x) provide to such counsel a reasonable opportunity to review and provide comments on and (y) consult in good faith with such counsel regarding the form and substance of, any such proposed press release, public filing, public announcement or communication. The Company and its advisors shall not (and shall cause the other Debtors not to) (a) use the name of any Debt Commitment Party, or other identifying information about any Debt Commitment Parties, in any press release, public filing, public announcement or communications or filing with the BMV or other means of disclosure without such Debt Commitment Party’s prior written consent (which consent may be granted or withheld in such Debt Commitment 9

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Party’s sole discretion) (email being sufficient) and (b) except as required by applicable law or otherwise permitted under the terms of any other agreement between the Company and any Debt Commitment Party, disclose to any person (including, for the avoidance of doubt, any other party), other than advisors to the Company who need to know for purposes of the transactions contemplated by this Debt Commitment Letter, subject to any confidentiality agreement between the Company and any Debt Commitment Party, the Exit Debt Commitments of any of the Debt Commitment Parties without such Debt Commitment Party’s prior written consent (email being sufficient) (such consent not to be unreasonably withheld, delayed or conditioned), and the Company acknowledges and agrees that it may not disclose such information provided by a Debt Commitment Party contained on Schedule 1(a) of this Debt Commitment Letter, as applicable, and further agrees that it shall redact such information from the applicable exhibits or schedules before filing any pleading with the Bankruptcy Court (provided, that the Exit Debt Commitments may be filed in unredacted form with the Bankruptcy Court under seal) and from “closing sets” or other representations of the fully executed Debt Commitment Letter; provided, however, that (i) if such disclosure is required by law, subpoena, or other legal process or regulation, the disclosing party shall, to the extent practicable and not prohibited by applicable law or regulation, afford the relevant Debt Commitment Party a reasonable opportunity to review and comment in advance of such disclosure and shall take all reasonable measures to limit such disclosure and (ii) the foregoing shall not prohibit the disclosure of the aggregate Exit Debt Commitments made by all the Debt Commitment Parties, collectively. Notwithstanding the provisions in this Section 10, any party may disclose, only to the extent consented to in writing (email being sufficient) by a Debt Commitment Party, such Debt Commitment Party’s individual holdings of claims or Commitment amounts. Nothing contained herein shall be deemed to waive, amend or modify the terms of any confidentiality agreement between the Company and any Debt Commitment Party. (b) Each Debt Commitment Party hereby (i) represents that its obligations under its confidentiality agreement with the Company (each such confidentiality agreement between the applicable Debt Commitment Party and the Company, a “Confidentiality Agreement”), if any, shall continue in accordance with the terms of the applicable Confidentiality Agreement and (ii) covenants that it shall comply with the terms of the applicable Confidentiality Agreement. 11. Miscellaneous (a) This Debt Commitment Letter may not be amended or waived except by an instrument in writing signed by you and the Required Debt Commitment Parties; provided that the consent of each Commitment Party that is directly affected thereby shall be required to (i) increase the size of the First Lien Notes (other than pursuant to the terms hereof), (ii) reduce the Interest Rate, Default Interest Rate or Debt Commitment Premium; or (iii) extend the Maturity Date; provided further that the consent of each Commitment Party shall be required to (x) amend or modify the definition of Required Debt Commitment Parties, (y) forego all or substantially all of the Collateral, or (z) amend this amendment and waiver provision. 10

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(b) This Debt Commitment Letter (and the agreements referenced in this Debt Commitment Letter) set forth the entire understanding of the parties with respect to the First Lien Notes, and replace and supersede all prior agreements and understandings (written or oral) related to the subject matter hereof, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed between the Company and any other party will continue in full force and effect. (c) THIS DEBT COMMITMENT LETTER IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Notwithstanding the foregoing consent to jurisdiction in either a state or federal court of competent jurisdiction in the State of New York, Borough of Manhattan, each of the parties hereby agrees that, so long as the Chapter 11 Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over all matters arising out of or in connection with this Debt Commitment Letter. Each party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Debt Commitment Letter, to the extent possible, in the Bankruptcy Court, and solely in connection with claims arising under this Debt Commitment Letter: (i) irrevocably submits to the exclusive jurisdiction of the Bankruptcy Court; (ii) waives any objection to laying venue in any such action or proceeding in the Bankruptcy Court; and (iii) waives any objection that the Bankruptcy Court is an inconvenient forum or does not have jurisdiction over any party hereto. (d) EACH PARTY HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY JURISDICTION IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THIS DEBT COMMITMENT LETTER, WHETHER IN CONTRACT, TORT OR OTHERWISE. (e) The confidentiality, indemnification, jurisdiction, governing law, no agency or fiduciary duty, waiver of jury trial, service of process, venue provisions contained herein and the other provisions set forth in this Section 11 shall remain in full force and effect notwithstanding the termination of this Debt Commitment Letter or the Exit Debt Commitments; provided, that your obligations under this Debt Commitment Letter (other than your obligations with respect to confidentiality) shall automatically terminate and be superseded by the provisions of the Definitive Debt Documentation, as applicable, and you shall automatically be released from all liability in connection therewith at such time, in each case to the extent any of the Definitive Debt Documentation has comparable provisions with comparable coverage. (f) If any provision of this Debt Commitment Letter is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Debt Commitment Letter will remain in full force and effect. Any provision of this Debt Commitment Letter held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 11

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(g) Any reference to “Required Debt Commitment Parties” shall mean the Debt Commitment Parties holding at least a majority of the Exit Debt Commitments. (h) Any reference to “Business Day” shall mean any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York, the State of Delaware, or Mexico City or is a day on which banking institutions located in any such state or country are authorized or required by law or other governmental action to close. (i) All notices hereunder shall be deemed given if in writing and delivered, by electronic mail, courier, or registered or certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like notice): i. if to the Company, to the address set forth at the beginning of this Debt Commitment Letter; ii. if to a Debt Commitment Party, to the address set forth on the signature page for such Debt Commitment Party, with a copy, which shall not constitute notice, to: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Attention: David Botter, Jason Rubin, Meng Ru and Alan J. Feld Email: dbotter@akingump.com; jrubin@akingump.com; mru@akingump.com; and ajfeld@akingump.com and Milbank LLP 55 Hudson Yards New York, NY 10003 Attn: Dennis F. Dunne, Andrew M. Leblanc, and Matthew L. Brod Email: ddunne@milbank.com; aleblanc@milbank.com; mbrod@milbank.com and Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Attention: Scott Greenberg, Matt Williams, Josh Brody Email: sgreenberg@gibsondunn.com; mjwilliams@gibsondunn.com; jbrody@gibsondunn.com 12

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Any notice given by delivery, mail, or courier shall be effective when received. (j) The parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent practicable) in respect of all matters concerning the implementation and consummation of the transactions contemplated hereby. (k) Except as expressly provided in this Debt Commitment Letter, (i) nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each party to protect and preserve its rights, remedies and interests, including claims against or interests in the Company or other parties, or its full participation in the Chapter 11 Cases, and (ii) the parties each fully preserve any and all of their respective rights, remedies, claims and interests upon a termination of this Debt Commitment Letter. (l) Each of the Debt Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies the Company and the other Note Parties, which information includes names, addresses, tax identification numbers and other information that will allow such Debt Commitment Party or purchaser of First Lien Notes to identify the Company and the other Note Parties in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for the Debt Commitment Parties and each purchaser of the First Lien Notes. (m) You and we hereby agree that this Debt Commitment Letter is a binding and enforceable agreement with respect to the subject matter herein; it being acknowledged and agreed that consummation of issuance and purchase of the First Lien Notes is subject solely to the Closing Conditions. Each of the Debt Commitment Parties and you will use their commercially reasonable efforts to prepare, negotiate and finalize the Definitive Debt Documentation, as applicable, as contemplated by this Debt Commitment Letter. (n) This Debt Commitment Letter, including the transactions contemplated herein, is the product of negotiations among the parties, together with their respective representatives. Notwithstanding anything herein to the contrary, this Debt Commitment Letter is not, and shall not be deemed to be, a solicitation of votes for the acceptance of the Chapter 11 Plan or any other plan of reorganization for the purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise. (o) This Debt Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. This Debt Commitment Letter may be in the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf. You agree that any Electronic Signature (including, without limitation, facsimile or .pdf) shall be valid and binding on you to the same extent as a manual, original signature, and that this Debt Commitment Letter entered into by Electronic Signature, will constitute a legal, valid and binding obligation enforceable against you in accordance with the terms thereof to the same extent as if a manually executed original signature was 13

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delivered to the Company. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Company of a manually signed paper agreement which has been converted into electronic form (such as scanned into PDF format), or an electronically signed agreement converted into another format, for transmission, delivery and/or retention. This Debt Commitment Letter in the form of an Electronic Record, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. If the foregoing is in accordance with your understanding of our agreement, please indicate your acceptance of the terms of this Debt Commitment Letter by returning to us executed counterparts of this Debt Commitment Letter. [Remainder of this page intentionally left blank] 14

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Very truly yours, [●] By: Name: Title: [Signature Page to Commitment Letter]

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Agreed to and Accepted this ____ day of [●], 2021 GRUPO AEROMÉXICO, S.A.B. DE C.V. By: ________________________ Name: Title: By: ________________________ Name: Title: [Signature Page to Commitment Letter]

174

Exhibit A Exit Debt Term Sheet

175

GRUPO AEROMÉXICO, S.A.B. DE C.V. $762,500,000 FIRST LIEN NOTES SUMMARY OF TERMS AND CONDITIONS This Exit Debt Term Sheet sets forth a summary of the principal terms and conditions for the definitive financing documentation for the First Lien Notes. This summary is for indicative purposes only and does not include descriptions of all of the terms, conditions, representations and other provisions that are to be contained in the definitive documentation for the First Lien Notes. All capitalized terms used and not defined herein shall have the meaning assigned to such term under the Debt Commitment Letter to which this Exit Debt Term Sheet is attached.
Table 1 on page 176. Back to List of Tables
Material Provision Summary Description None
Parties None
Issuer: Grupo Aeroméxico, S.A.B. de C.V., a sociedad anónima bursátil de
capital variable organized under the laws of Mexico or any
successor thereto or any entity that may be formed to, among other
things, directly or indirectly acquire substantially all of the assets
and operations of the Debtors and issue common stock to be
distributed pursuant to the Chapter 11 Plan (“Reorganized
Aeroméxico” or the “Issuer”).
Guarantors: Each of the Issuer’s subsidiaries that are Debtors and certain other
subsidiaries of the Issuer that are not Debtors in the Chapter 11
Cases (collectively, the “Guarantors”, and together with the Issuer,
the “Note Parties”)); provided that Guarantors shall not include,
(a) immaterial subsidiaries, (b) any subsidiary that is prohibited or
restricted by applicable law, rule or regulation or by any contractual
obligation existing on the Closing Date or at the time of acquisition
thereof after the Closing Date (and not entered into in
contemplation of such acquisition), in each case, from providing a
Guarantee or which would require governmental (including
regulatory) consent, approval, license or authorization to provide a
Guarantee unless such consent, approval, license or authorization
has been received, (c) not-for-profit subsidiaries, (d) any subsidiary
of the Issuer that is not organized in Mexico or the United States
and (e) any entity to the extent a guarantee by such entity would
reasonably be expected to result in material adverse tax
consequences as reasonably determined by the Issuer.
Notwithstanding the foregoing, additional subsidiaries may be
excluded from the guarantee requirements in circumstances where
the Issuer and the Trustee reasonably agree that the cost or other
consequences of providing such a guarantee is excessive in relation
to the value afforded thereby.
As of the Closing Date, all guarantors of the credit facilities under
the Super-priority Debtor-In-Possession Term Loan Agreement,
dated as of November 6, 2020, by and among Aeromexico, the

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guarantors party thereto, the DIP lenders party thereto and UMB
Bank National Association, as administrative agent and collateral
agent (the “DIP Facility”) shall guarantee the First Lien Notes. It
is understood and agreed that PLM shall become a Guarantor upon
becoming a direct or indirect wholly-owned subsidiary of the
Issuer.
All obligations of the Issuer (the “Obligations”) under the First
Lien Notes will be unconditionally guaranteed (the “Guarantees”)
by the Guarantors, including payment and performance under the
First Lien Notes. Each guarantee shall be a guarantee of payment
and not collection.
Initial Purchasers: The Debt Commitment Parties referenced in the Debt Commitment
Letter, their respective affiliates, or a fronting institution selected by
the Required Debt Commitment Parties in consultation with the
Issuer.
Trustee: Trustee to be agreed (in such capacity and together with its
successors, the “Trustee”).
Collateral Agent: Collateral agent to be agreed (in such capacity and together with its
successors, the “Collateral Agent”).
First Lien Notes None
Amount of First Lien Notes: Senior secured first lien notes, in an aggregate original principal
amount of $762.5 million (the “First Lien Notes”), consisting of (i)
$575 million for purposes set forth in clause (a) of Section
“Purpose/Use of Proceeds” below (the “Notes Purchase Amount
A”) and (ii) $187.5 million for purposes set forth in clause (b) of
Section “Purpose/Use of Proceeds” below (the “Notes Purchase
Amount B”), collectively to be issued as a single issuance on the
Closing Date. It is acknowledged that the amount of the First Lien
Notes may be reduced subject to the terms of the Debt Commitment
Letter.
Definitive Debt Documents: The Note Parties will execute a definitive NY law governed
purchase agreement, indenture and other documents in furtherance
or in connection therewith (collectively, the “Definitive Debt
Documents”), to evidence the First Lien Notes and the grant of
Liens (as defined below) on the Collateral (as defined below), all of
which will be in form and substance customary for transactions of
this type, but acceptable to the Note Parties, the Debt Commitment
Parties, the Trustee and the Collateral Agent, acting reasonably.
For the avoidance of doubt, the Definitive Debt Documents shall
include, (i) a NY law governed security agreement; (ii) a Mexican
law non-possession pledge agreements (“floating lien” pledge
agreement) over all other unencumbered Mexican assets (either
identified or not identified or otherwise pledged or mortgaged in
favor of the Collateral Agent, including specific pledges of owned

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aircraft and engines and intellectual property rights) and (iii) other
Mexican law security documents to be mutually agreed upon.

The Definitive Debt Documents shall be negotiated in good faith,
shall be based on a precedent to be mutually agreed (which in any
event shall not be the definitive documentation for the DIP Facility)
and shall contain the terms and conditions set forth in this Exit Debt
Term Sheet and, to the extent any terms are not set forth in this Exit
Debt Term Sheet, shall otherwise be usual and customary for
transactions of this kind, reflecting the operational and strategic
requirements of the Issuer in light of its capital structure, size,
industries, operations, practices and geographic locations (it being
agreed that the collateral documents shall be consistent with the
terms and conditions set forth in this Exit Debt Term Sheet and start
with the forms of the collateral documents with respect to the DIP
Facility). The Definitive Debt Documentation shall contain only
those payments, conditions to purchase, mandatory offer to
repurchase, representations, warranties, covenants and events of
default and other terms and conditions expressly set forth in this
Exit Debt Term Sheet in each case, applicable to the Issuer and its
subsidiaries (it being understood that PLM shall not be deemed a
subsidiary prior to becoming a direct or indirect wholly-owned
subsidiary of the Issuer), and with standards, qualifications,
thresholds, exceptions, “baskets” and grace and cure periods
consistent with the Documentation Principles. The foregoing
provisions, collectively, the “Documentation Principles”.
Certain Defined Terms: “First Lien Leverage Ratio” shall mean, as of any date of
determination, the ratio of (1) Funded First Lien Indebtedness as of
such date of determination, minus unrestricted (other than restricted
in favor of the Collateral Agent) cash and cash equivalents of the
Issuer and its subsidiaries to (2) consolidated EBITDAR of the
Issuer and its subsidiaries, in each case with such pro forma
adjustments to Funded First Lien Indebtedness and consolidated
EBITDAR as are appropriate and consistent with the pro forma
adjustment provisions set forth in the Definitive Debt
Documentation.

“Funded First Lien Indebtedness” means, without duplication,
funded total indebtedness of Issuer and its subsidiaries that is
secured by a lien on any assets of the Issuer and its subsidiaries
(which shall include, for the avoidance of doubt, aircraft-related
secured indebtedness) minus the portion of such indebtedness that
is secured by a lien on the Collateral, which liens are expressly
subordinated or junior to the liens on the Collateral securing the
obligations under the Definitive Debt Documentation.

“Senior Secured Leverage Ratio” shall mean, as of any date of
determination, the ratio of (1) funded total indebtedness secured by
a lien on any assets of the Issuer and its subsidiaries as of such date
of determination, minus unrestricted (other than restricted in favor

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of the Collateral Agent) cash and cash equivalents of the Issuer and
its subsidiaries to (2) consolidated EBITDAR of the Issuer and its
restricted subsidiaries, in each case with such pro forma
adjustments to funded total indebtedness and consolidated
EBITDAR as are appropriate and consistent with the pro forma
adjustment provisions set forth in the Definitive Debt
Documentation.

“Total Leverage Ratio” shall mean, as of any date of
determination, the ratio of (1) funded total indebtedness (which
shall include, for the avoidance of doubt, aircraft-related
indebtedness) as of such date of determination, minus unrestricted
(other than restricted in favor of the Collateral Agent) cash and cash
equivalents of the Issuer and its subsidiaries to (2) consolidated
EBITDAR of the Issuer and its subsidiaries, in each case with such
pro forma adjustments to funded total indebtedness and
consolidated EBITDAR as are appropriate and consistent with the
pro forma adjustment provisions set forth in the Definitive Debt
Documentation.
Purpose/Use of Proceeds: The Issuer shall use the proceeds of (a) the Notes Purchase Amount
A only for the purpose of (i) repaying Tranche 1 of the DIP Facility,
(ii) certain working capital and general corporate purposes of the
Note Parties; (iii) interest, premiums, fees and expenses payable
hereunder to the holders of First Lien Notes, the Trustee and the
Collateral Agent as provided under the Definitive Debt Documents,
(iv) other transactions not prohibited by the terms of the Definitive
Debt Documents and (v) to fund cash distributions to unsecured
creditors and (b) the Notes Purchase Amount B only for the
purposes of financing the PLM Stock Participation Transaction and
paying the fees and expenses related thereto.
Maturity Date: The First Lien Notes will mature on the date that is five (5) years
after the issuance of the First Lien Notes on the Closing Date (the
“Maturity Date”).
Amortization: None.
Interest Rates and Fees: As set forth in Annex I.
Closing Date: The date on which the Closing Conditions set forth on Section A of
Exhibit B attached to the Debt Commitment Letter are satisfied or
waived by the Debt Commitment Parties (the “Closing Date”).
Funding Protection: Customary for financing of this type, including compensation for
increased costs and compliance with capital adequacy and other
regulatory restrictions.
Security and Priority: The Note Parties shall grant security interests and liens
(collectively, the “Liens”) in all of its rights, title and interests in all
of its property, whether real or personal, tangible or intangible, now

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existing or hereafter acquired, including, without limitation,
unencumbered aircraft (subject to the succeeding proviso),
inventory, equipment, fixtures, leasehold interests, commercial tort
claims, deposit accounts, investment property, documents, accounts,
chattel paper (whether electronic or tangible), intercompany loans,
general intangibles (including patents, trademarks and other
intellectual property), instruments, business interruption insurance,
supporting obligations and proceeds of all of the foregoing
(collectively, the “Collateral”), provided that the Collateral shall
not include (collectively, the “Excluded Assets”) property that
cannot be subject to liens pursuant to applicable law, rule, contract
or regulation (including any requirement to obtain the consent
(except in respect to PLM if it is not a direct or indirect wholly-
owned subsidiary of the Issuer, after the use of commercially
reasonable efforts to obtain such consent) of any governmental
authority (other than any authorization from the Mexican Federal
Agency of Civil Aeronautics to grant a mortgage in respect of
owned aircraft) or third party, unless such consent has been
obtained), or restrictions of contract (including federal concessions
or rights of use of landing and take-off in airports in saturation
conditions which were published by the General Directorate of
Civil Aeronautics on September 29, 2017 (Bases generales para la
asignación de horarios de aterrizaje y despegue en aeropuertos en
condiciones de saturación publicadas por la Dirección General de
Aeronáutica Civil en el DOF el 29 de septiembre de 2017))
existing on the Closing Date or the time of entry of such contract
(other than to the extent such restriction is ineffective under the
UCC or other applicable law); and other specified excluded
property to be agreed.

In addition, in no event shall any of the following be required (a)
control agreements or control or similar arrangements on accounts
located outside the United States, (b) collateral assignments of
contractual rights under agreements with the Export-Import Bank of
the United States or any other lessor of aircraft, engines or other
equipment, or (c) mortgages on fee owned real property or
leasehold property.

Notwithstanding the foregoing, once PLM becomes a direct or
indirect wholly-owned subsidiary of the Issuer, the equity interests
in PLM shall be included in the Collateral and PLM shall grant a
lien on its Collateral (other than Excluded Assets) to secure the First
Lien Notes.

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Call Protection: Prior to the second anniversary of the Closing Date, any redemption
of the First Lien Notes shall be subject to a T+50 make-whole.
On or after the date that is the second anniversary of the Closing
Date, the First Lien Notes may be redeemed at the following
redemption prices:
i. on the date that is the second anniversary of the Closing
Date and during the twelve-month period thereafter, at par
plus one half of coupon;
ii. one the date that is the third anniversary of the Closing Date
and during the twelve-month period thereafter, at par plus
one quarter of coupon;
iii. on the date that is the fourth anniversary of the Closing
Date and thereafter, at par

In any event, the Issuer may, at any time prior to the second
anniversary of the Closing Date, redeem up to 35% of the aggregate
principal amount of the First Lien Notes (x) with the proceeds of
new equity at a redemption price of par plus one half of coupon or
(y) with the proceeds of the incurrence of unsecured indebtedness by
the Issuer, at a redemption price of par plus one coupon.

In addition to the applicable redemption prices described above, the
Issuer will pay accrued and unpaid interest to, but excluding, the
redemption date.
Mandatory Offer to
Repurchase:
Prior to the Maturity Date, the Issuer shall make the following
mandatory offer to repurchase the First Lien Notes upon receipt by
any Note Party of net proceeds from the following (subject to
certain basket amounts to be negotiated in the Definitive Debt
Documents, customary reinvestment rights, and subject to
applicable repayment priorities, and provided that each holder of
First Lien Notes shall have the right to accept or reject any such
offer to repurchase in their individual discretion):

i. Asset Sales: Offer to purchase First Lien Notes in an
amount equal to 100% of the net cash proceeds of all non-
ordinary course asset sales or other dispositions of property
by the Note Parties made in reliance of the General
Disposition Basket, that are in excess of $5 million per
transaction (or series of related transactions), and subject to
the right of the Issuer to reinvest 100% of such proceeds
(including to make permitted acquisitions and other
investments), if such proceeds are reinvested (or committed
to be reinvested) within 12 months and, if so committed to
be reinvested, so long as such reinvestment is actually
completed within the later of such 12 months or 180 days
after such commitment, and other exceptions to be set forth
in the Definitive Debt Documentation, including exceptions

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and carve outs for aircraft and other assets where a first
priority lien has been granted in favor of a third party;
ii. Insurance Proceeds: Offer to purchase First Lien Notes in
an amount equal to 100% of the net cash proceeds of
insurance paid on account of any loss of any Collateral; and
iii. Incurrence of Indebtedness: Offer to repurchase First Lien
Notes in an amount equal to 100% of the net cash proceeds
received from the incurrence of indebtedness by the Note
Parties that is not otherwise explicitly permitted under the
First Lien Notes.
iv. Change of Control: Offer to repurchase First Lien Notes in
an amount equal to 101% of the outstanding principal
amount of the First Lien Notes, plus all accrued and unpaid
interest thereon, upon the occurrence of a change of control.

The Issuer shall make a mandatory offer to repurchase the Notes
Purchase Amount B in an amount equal to 101% of the outstanding
principal amount of the Notes Purchase Amount B, plus all accrued
and unpaid interest thereon, if the acquisition of PLM is not
consummated within 6 months of the Closing Date; provided that
each holder of Notes Purchase Amount B shall have the right to
accept or reject any such offer to repurchase in their individual
discretion).
Representations and
Warranties:
The Definitive Documents shall contain representations and
warranties customary for financings of this type, subject to
appropriate exceptions and qualifications, and shall be limited to the
following: organization; powers; authorization; enforceability;
financial statements; subsidiaries; ownership of property;
intellectual property; licenses and permits (including regarding slots
and routes); litigation; compliance with laws and regulations
(including the regulations issued by the Federal Agency of Civil
Aeronautics (Agencia Federal de Aviación Civil—AFAC) and the
Federal Aviation Administration), no conflict with laws, charter
documents or material contractual obligations; governmental and
third-party approvals, use of proceeds; insurance; taxes (excluding
certain airport fees); no material misstatements; employee benefit
plans; environmental matters; labor matters; no default; USA
PATRIOT ACT; OFAC; FCPA; bank accounts; and creation,
validity, perfection and priority of security interests, to the extent
permitted under applicable law; absence of liens; Investment
Company Act; margin regulations; absence of material adverse
change since the Petition Date (it being understood and agreed that
the Chapter 11 Cases and the events resulting therefrom shall not
constitute a Material Adverse Effect); compliance with reporting
obligations; internal controls over reporting and disclosure; and
arm’s length transaction.
Affirmative Covenants: The Definitive Debt Documents shall contain affirmative covenants
customary for financings of this type, subject to appropriate
exceptions and qualifications to be agreed upon, and be limited to
the following:

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(a) Delivery of quarterly (within 60 days after the end of the
first three fiscal quarters of each fiscal year) and annual
(within 120 days after each completed fiscal year) financial
statements, with annual financial statements accompanied
by an opinion of an independent accounting firm;
(b) Notification to the Trustee of any Event of Default and
certain other customary material events; and
(c) Additional Guarantors and Grantors;
(d) Payment of First Lien Notes;
(e) Maintenance of registrar and paying agent;
(f) Corporate existence;
(g) Payment of taxes and other claims;
(h) Compliance certificate;
(i) Further assurances with respect to maintenance of liens on
Collateral; and
(j) Reports to holders.
Negative Covenants: To be set forth in the Definitive Debt Documentation, limited to the
following and those items listed on Annex II attached hereto, each
subject to exceptions, carve-outs and qualifications to be agreed:

(a) Limitation on incurrence of indebtedness, with the “Ratio
Debt” incurrence provisions set forth on Annex II hereto;
(b) Limitation on liens (including exceptions for “Ratio Liens”
set forth in Annex II hereto);
(c) Limitation on sales of Collateral outside ordinary course of
business;
(d) Limitation on investments, restricted payments and
repayments and redemptions of junior lien, unsecured
and/or payment subordinated debt above a threshold to be
agreed and with more than 12 months left to maturity,
which shall allow for restricted payments under a builder
basket based on (x) 50% of cumulative Consolidated Net
Income (to be defined in the Definitive Debt
Documentation) (or, if Consolidated Net Income is a
deficit, zero for such fiscal quarter) plus (y) the greater of
$25 million and 2.5% of consolidated EBITDAR as of the
most recently ended four fiscal quarter period for which
financial statements have been delivered (and after giving
effect to any acquisition consummated concurrently
therewith and all other appropriate pro forma adjustment
events) (“TTM EBITDAR”);
(e) Limitations on transactions with affiliates, subject to a
threshold of $10 million;
(f) Limitations on mergers and fundamental changes;
(g) Limitations on amendments to documents governing junior
lien, unsecured and/or payment subordinated debt; and
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corruption, anti-money laundering and sanctions laws.
Events of Default: Definitive Debt Documentation will include events of default
(“Events of Default”) usual and customary for facilities of this
type, with materiality thresholds, baskets and other exceptions and
qualifications to be reasonably agreed, and shall be limited to the
following: (i) nonpayment of principal, interest, fees or other
amounts (with a five-day grace period for non-principal amounts);
(iii) violation of covenants (subject, in the case of certain of such
covenants, to a thirty day grace period); (iv) cross-payment default
at stated maturity and cross-acceleration to material indebtedness in
an outstanding principal amount of $50 million or more; (v)
bankruptcy or other insolvency events of the Issuer or any material
subsidiary (with a customary grace period for involuntary events);
(vi) monetary judgment defaults involving amounts of $50 million
or more; (vii) actual invalidity or invalidity asserted by the Issuer or
any Guarantor of material guarantees or security documents and
(viii) prior to PLM becoming a direct or indirect wholly owned
subsidiary of the Issuer, the Issuer and its subsidiaries, directly or
indirectly (including through the trust owning the equity interests of
PLM or otherwise) or the directors of PLM appointed by the Issuer
or any of its subsidiaries approve, otherwise consent to or
otherwise fail to disapprove or vote against any transaction by
virtue of which PLM incurs indebtedness for borrowed money or
liens securing indebtedness for borrowed money in an aggregate
amount in excess of the greater of $50 million or 100% of PLM’s
EBITDA as of the most recently ended four fiscal quarter period for
which financial statements have been delivered.
Listing: The Issuer shall use commercially reasonable efforts to list the First
Lien Notes on a securities exchange such that the First Lien Notes
are considered publicly issued under Mexican’s Income Tax Law
and to comply with any undertakings required by such securities
exchange in connection with the First Lien Notes and to furnish to it
all such information as the rules of such securities exchange may
require in connection with the listing of the First Lien Notes.
Taxes: All payments in respect of the First Lien Notes made by the Note
Parties shall be made free and clear of any taxes (other than taxes
on overall net income or franchise taxes imposed in lieu of net
income taxes), imposts, levies, duties, charges, fees, assessments,
withholdings (including backup withholding) or other deductions
whatsoever (“Taxes”), except as required by law. If any such Taxes
are so imposed on any payments in respect of the First Lien Notes,
the Note Parties shall withhold or deduct such Taxes, as applicable,
and remit the full amount of such Taxes to the corresponding tax
authorities and, with respect to such Taxes imposed by Mexico or
by a jurisdiction where the Issuer or a Guarantor is considered to be
incorporated or resident if other than Mexico, shall (subject to
customary exclusions) pay such additional amounts as may be
necessary so that every net payment of amounts due hereunder shall
be equal to the amounts that would have been receivable in the

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absence of such deduction or withholding; provided that, with
respect to payments (other than payments made under the
Commitment Letter that are not treated as interest for Mexican tax
purposes, as determined by the Issuer) the Note Parties shall have
no obligation to pay such additional amounts in respect of Taxes to
the extent of the portion of such Taxes that are withheld or deducted
at a rate in excess of 10%. Holders of First Lien Notes will furnish
to the Trustee, to the extent applicable, appropriate certificates or
other evidence of exemption from U.S. federal tax withholding and
reduction of Mexican withholding tax under any applicable tax
treaty.
The parties will agree on the appropriate tax treatment of the
contemplated transactions and will use commercially reasonable
efforts to ensure that the Issuer and each holder of First Lien Notes
(whether on its own behalf or that of its direct or indirect owners)
has sufficient information to timely and accurately satisfy its tax
reporting obligations in respect of the contemplated transactions.
The parties will agree that upon a change in tax law that is adverse
to the Issuer, the First Lien Notes may be redeemed, in whole or in
part, in each case, at the option of the Issuer, at par and without
premium or penalty, upon three business days’ notice.
DTC Eligibility: The Issuer will obtain a CUSIP number for the First Lien Notes and
make the First Lien Notes DTC eligible, represented by permanent
global notes in fully registered form without interest coupons and to
deposit them with the Trustee as a custodian for DTC, as
depositary, and register them in the name of a nominee of such
depositary, and make them freely tradable, subject to securities law.
Rating: The Issuer shall use commercially reasonable efforts to obtain, at
the expense of the Note Parties, public ratings (but no specific
ratings) of the First Lien Notes from Moody’s and S&P within 45
days after the Closing Date.
Governing Law and
Jurisdiction:
State of New York (and, to the extent applicable, the Bankruptcy
Code), other than collateral documents governed by Mexican law,
which shall be governed by Mexican law.
Holders: The notes will be offered and sold to institutional “accredited
investors” within the meaning of Rule 501 under the Securities Act
of 1933, as amended (the "Act"), qualified institutional buyers in
the United States as defined in Rule 144A under the Act, and to
persons in offshore transactions in reliance on Regulation S under
the Act. The notes have not been registered under the Act or any
state securities laws, and may not be offered or sold in the United
States or to U.S. persons absent registration or an applicable
exemption from the registration requirements.

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Annex I
Table 1 on page 186. Back to List of Tables
Interest
Rate:
8.50% payable in cash
Interest and all fees will be payable in arrears on the basis of a 360-day year,
calculated on the basis of the actual number of days elapsed. Interest will be
payable quarterly and upon redemption.
Default Interest Rate: Automatically after the occurrence of any Event of Default, the applicable
interest rate (“Default Interest Rate”) shall be the applicable interest rate plus
2%, which shall accrue on all overdue principal and other Obligations and
which shall be due immediately and payable on demand; provided, however,
that the Default Interest Rate shall not exceed the maximum interest rate
permitted by applicable law.

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Annex II
Table 1 on page 187. Back to List of Tables
Item Term None None
Indebtedness/Liens None None
1. Ratio Debt/Liens and Ratio
Acquisitions Debt/Liens
The Definitive Debt Documentation will permit Ratio Debt/Liens
not to exceed the sum of:
(w) to the extent the PLM Stock Participation Transaction is
not consummated on or within six months after the Closing Date
and solely for purposes of financing the PLM Stock Participation
Transaction thereafter, (i) $375 million minus (ii) the aggregate
principal amount of the First Lien Notes issued on the Closing
Date with respect to Notes Purchase Amount B that has not been
repurchased by Issuer pursuant to the last sentence of
“Mandatory Offer to Repurchase” section of this term sheet
(including as a result of the declination by any holder to accept
such repurchase offer), minus (iii) the amount of the New
Common Shares (as defined on the Equity Commitment Letter),
issued by the Borrower in connection with the “PLM Upsizing”
(as defined on the term sheet attached to the Equity Commitment
Letter);
(x) (i) either (1) to the extent the PLM Stock Participation
Transaction is consummated on the Closing Date and as a result,
clause (w) above is not available, the greater of $150 million and
11.25% of TTM EBITDAR or (2) the greater of $100 million and
7.5% of TTM EBITDAR, minus (ii) $150 million (such amounts
described in this clause (x), collectively, which shall be deemed
zero if as so determined would be less than zero, the “Fixed
Amount”);
(y) an unlimited amount, so long as on a pro forma basis
after giving effect to the incurrence of any such Ratio Debt (and
after giving effect to any acquisition consummated concurrently
therewith and all other appropriate pro forma adjustment events
but without giving effect to the cash proceeds of such Ratio Debt
then being incurred), (1) with respect to indebtedness secured by
the Collateral on a pari passu lien basis with the First Lien Notes,
the First Lien Leverage Ratio (as defined below) is equal to or
less than 2.25:1.00; (2) with respect to indebtedness secured by
the Collateral on a junior lien basis to the First Lien Notes, the
Senior Secured Leverage Ratio (as defined below) is equal to or
less than 3.25:1.00; and (3) with respect to unsecured
indebtedness, the Total Leverage Ratio is equal to or less than
4.25:1.00 (the “Ratio Amount”); and
(z) an amount equal to all optional redemption or
repurchases (in an amount equal to cash actually paid in
connection with any such repurchase) of First Lien Notes, in each
case, that are secured by the Collateral on a pari passu lien basis
with the First Lien Notes and to the extent such prepayment,
repurchase and/or redemption is not made with the proceeds of

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Table 1 on page 188. Back to List of Tables
Item Term
any long-term indebtedness (excluding, for the avoidance of
doubt, proceeds of any revolving credit facility) (the “Prepay
Amount”);
it being understood that (A) at the Issuer’s option, the Issuer shall
be deemed to have used capacity under Ratio Amount (to the
extent compliant therewith) before capacity under the Fixed
Amount and Prepay Amount, and capacity under the Prepay
Amount shall be deemed to be used before capacity under the
Fixed Amount, (B) Ratio Debt may be incurred under clauses (x),
(y) and (z) above, and proceeds from any such incurrence under
clauses (x), (y) and (z) above, may be utilized in a single
transaction or series of related transactions by, at the Issuer’s
option, first calculating the incurrence under clause (y) above
(without inclusion of any amounts to be utilized pursuant to
clause (x) or (z)) and then calculating the incurrence under clause
(z) above (without inclusion of any amounts to be utilized
pursuant to clause (x)), as applicable and (C) in the event that any
Ratio Debt (or a portion thereof) incurred under the Fixed
Amount or the Prepay Amount subsequently meets the criteria of
indebtedness incurred under the Ratio Amount, the Issuer, in its
sole discretion, at such time may divide and classify any such
indebtedness as indebtedness incurred under the Ratio Amount,
and the Fixed Amount or Prepay Amount, as the case may be,
shall be deemed to be increased by the amount so reclassified;
provided that solely for the purpose of calculating the First Lien
Leverage Ratio, Senior Secured Leverage Ratio or Total
Leverage Ratio to determine the availability of Ratio Debt/Liens
at the time of incurrence, any cash proceeds from any Ratio Debt
being incurred at such test date in calculating such First Lien
Leverage Ratio, Senior Secured Leverage Ratio or Total
Leverage Ratio shall be excluded.
In addition:
(i) no event of default would exist immediately after giving
effect thereto (except in connection with permitted acquisitions
or investments, where no payment or bankruptcy event of default
shall be the standard);
(ii) solely with respect to the debt/liens incurred in reliance
on clause (w) above, the final maturity date of any such debt
shall be no earlier than the latest final maturity date of the then
outstanding First Lien Notes and the weighted average life to
maturity of such debt shall be not shorter than the then longest
remaining weighted average life to maturity of the then
outstanding First Lien Notes;
(iii) subject to the last paragraph of this section, the Ratio
Debt will have the same guarantors as, and if secured, shall be

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Table 1 on page 189. Back to List of Tables
Item Term
secured on a pari passu basis or junior basis by the same
Collateral securing, the First Lien Notes;
(iv) any Ratio Debt that is secured on a pari passu basis with
the First Lien Notes may share ratably (or on a lesser basis but
not on a greater than pro rata basis) with respect to any
mandatory redemption or prepayments of the First Lien Notes
(other than mandatory prepayments resulting from a refinancing
of any facility which may be applied exclusively to the facility
being refinanced) and any other Ratio Debt may only be subject
to mandatory prepayment provisions, if any, that are customary
for the relative ranking; and
(v) except as otherwise specified above, any Ratio Debt shall
be on terms and pursuant to documentation to be agreed between
the Issuer and the applicable purchasers or lenders providing the
Ratio Debt.
The Definitive Debt Documentation will include a shared basket
of the greater of $25 million and 2.5% TTM EBITDAR on Ratio
Debt/Liens and Ratio Acquisition Debt/Liens that may be
incurred by subsidiaries that are not Guarantors and Ratio
Debt/Liens and Ratio Acquisition Debt/Liens that may be
secured by non-Collateral assets of the Issuer or any of its
subsidiaries; provided, however, such basket may not be used to
incur in debt guaranteed by PLM or secured by equity interests in
PLM for so long as PLM is not a Guarantor.
2. Purchase Money / Capital
Lease Obligations
Unlimited for assets used or useful in the business.
Basket to be defined in the Definitive Debt Documentation to
include capital leases, operating leases and purchase money
financing of aircraft, engines and other equipment.
3. General Debt/Liens Basket Greater of $50 million and 7.5% of TTM EBITDAR.
4. Non-Guarantor Debt Greater of $50 million and 5% of TTM EBITDAR.
5. Joint Ventures Debt Greater of $50 million and 5% of TTM EBITDAR.
6. Receivables Financing Unlimited, provided that such indebtedness is non-recourse.
7. Hedging Unlimited non-speculative hedging.
8. Letters of Credit Uncapped if unsecured. If secured, subject to a cap of $100
million.
9. Bank Guarantees Unlimited if in the ordinary course of business.
10. Sale Leaseback Transactions Unlimited for assets used or useful in the business.
11. Working Capital Facilities Greater of $125 million and 11.25% TTM EBITDAR, which
may be secured by assets that are not Collateral.

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Table 1 on page 190. Back to List of Tables
Item Term
12. Debt/Liens Existing at
Closing
To include basket for indebtedness and liens existing on the
Closing Date (other than the DIP Facility) and consistent with the
Chapter 11 Plan and permitted refinancings thereof.
13. Debt/Liens in Connection
with Acquisition of PLM
Permit unlimited indebtedness/liens assumed (but not incurred)
in connection with the acquisition of PLM.
Asset Sales None None
14. General Basket Uncapped, subject to 75% cash consideration for dispositions in
excess of $10 million per transaction (or series of related
transactions), and subject to the right of the Issuer to reinvest
100% of such proceeds (including to make permitted acquisitions
and other investments), if such proceeds are reinvested (or
committed to be reinvested) within 12 months and, if so
committed to be reinvested, so long as such reinvestment is
actually completed within the later of such 12 months or 180
days after such commitment, and other exceptions to be set forth
in the Definitive Debt Documentation.
15. Sale Leaseback Transactions Unlimited if in connection with a permitted sale leaseback
transaction.
16. Sale of Receivables as part of
Securitization Facilities
Unlimited.
17. Others Unlimited dispositions to comply with governmental authorities.
Unlimited dispositions of spare parts and engines permitted under
aircraft financing agreements.
Unlimited ability to abandon routes and slots.
Restricted Payments None None
18. General Basket Greater of $50 million and 5% of TTM EBITDAR.
19. Permitted IPO Distributions Greater of 5% of the Issuer’s market capitalization and 5% of the
net proceeds received by (or contributed to) the Issuer from such
qualified public offering in any fiscal year
20. Unlimited Restricted
Payments
Subject to Total Leverage Ratio less than or equal to 3.50:1.00
Restricted Debt Payments None None
21. General Basket Greater of $50 million and 5% of TTM EBITDAR.
22. Unlimited Restricted Debt
Payments
Subject to Total Leverage Ratio less than or equal to 3.50:1.00

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Table 1 on page 191. Back to List of Tables
Item Term
23. Repayment of Prepetition
Debt Owed to PLM
If PLM Stock Participation Transaction is not consummated on
the Closing Date, restricted debt payments in an amount equal to
the amount of prepetition debt owed by the Issuer or its
subsidiaries to PLM existing on the Closing Date.
Permitted Investments None None
24. Investments in non-Guarantor
Subsidiaries
Amount to be agreed. This limit shall not apply to the acquisition
of PLM.
25. Investments in Joint Ventures Greater of $50 million and 5% of TTM EBITDAR.
26. General Basket Greater of $50 million and 5% of TTM EBITDAR.
27. Investments in Similar
Business
Greater of $50 million and 5% of TTM EBITDAR.
28. Unlimited Investments Subject to Total Leverage Ratio less than or equal to 3.50:1.00
29. Advances to Employees $10 million
30. Investments Existing at
Closing
To include basket for investments existing on the Closing Date
and consistent with the Chapter 11 Plan.
31. Investments in PLM The acquisition of the remaining equity interests in PLM is
permitted.

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Exhibit B Conditions Precedent to Closing A. The issuance and purchase of the First Lien Notes (including Notes Purchase Amount A and Notes Purchase Amount B) shall be subject solely to the satisfaction or waiver by the Debt Commitment Parties of the following conditions: 1. Prior to, or substantially concurrently with, the purchase of the First Lien Notes, the consummation of the Equity Financing (as defined in the Equity Commitment Letter) on terms substantially consistent with the Equity Commitment Letter and the Subscription Agreement, as amended, waived, modified or otherwise supplemented from time to time in any manner not materially adverse to the interest of the Debt Commitment Parties; 2. the execution and delivery by the Note Parties, the Debt Commitment Parties and each other party thereto of the Definitive Debt Documentation; 3. all documents and instruments required to create and perfect the Collateral Agent’s security interest in the Collateral shall have been executed and delivered and, if applicable, be in proper form for filing; 4. the Trustee, the Collateral Agent and the Debt Commitment Parties shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Issuer and the Guarantors that shall have been reasonably requested by the Trustee, the Collateral Agent or the Debt Commitment Parties in writing at least 10 Business Days prior to the Closing Date and that the Trustee, the Collateral Agent or the Debt Commitment Parties reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act including, if the Issuer qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined below), a Beneficial Ownership Certification (as defined below) in relation to the Issuer. “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation (as defined below), which certification shall be substantially similar in substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers included as Appendix A to the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230; 5. delivery to the Trustee, the Collateral Agent and the Debt Commitment Parties of the following: customary New York and Mexican law legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions of formation/organization (to the extent applicable), in each case with respect to the Issuer and the Guarantors; 6. all fees required to be paid on the Closing Date, pursuant to the Debt Commitment Letter, including the Debt Commitment Premium and the Reimbursed Fees and Expenses required to be paid on the Closing Date pursuant to the Debt Commitment Letter, and with respect to the Reimbursed Fees and Expenses, to the extent invoiced at least three Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Issuer), shall, upon the issuance of the First Lien Notes, have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the First Lien Notes);

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7. the pro forma liquidity (defined as the aggregate amount of balance sheet cash and cash equivalents of the Issuer and its subsidiaries) on the Closing Date shall not be less than $175 million; 8. no default or Event of Default shall have occurred and be continuing nor shall any such default or Event of Default occur by reason of the issuance or purchase of the First Lien Notes or the application of proceeds thereof; 9. the representations and warranties set forth in the Definitive Debt Documentation shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” is true and correct in all respects) on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” shall have been true and correct in all respects) as of such earlier date; 10. the Bankruptcy Court shall have entered an order confirming the Chapter 11 Plan (the “Confirmation Order”), and such Confirmation Order shall be a Final Order;1 11. all conditions to the Confirmation Order and the effective date of the Chapter 11 Plan (the “Plan Effective Date”) shall have been satisfied or waived by the applicable parties; 12. no law or order shall have been enacted, adopted or issued by a governmental entity of competent authority that prohibits the implementation of the Chapter 11 Plan or the transactions contemplated by the Debt Commitment Letter and the Exit Term Sheet; 13. the Plan Effective Date shall have occurred or to be deemed to have occurred concurrently with the Closing Date; 14. the Exit Financing Approval Order shall have been entered by the Bankruptcy Court in form and substance reasonably acceptable to the Debtors and the Required Debt Commitment Parties; and 15. no MAE2 shall have occurred. 1 “Final Order” means an order of the Bankruptcy Court or a court of competent jurisdiction that has been entered on the docket maintained by the clerk of such court, which has not been reversed, vacated, or stayed and as to which (i) the time to appeal, petition for certiorari, or move for a new trial, reargument, or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for a new trial, reargument, or rehearing shall then be pending, or (ii) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought, such order shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument, or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari, or move for a new trial, reargument, or rehearing shall have expired; provided that no order shall fail to be a “Final Order” solely because of the possibility that a motion under Rules 59 or 60 of the Federal Rules of Civil Procedure (as promulgated by the United States Supreme Court under section 2072 of title 28 of the United States Code), under any analogous Federal Rules of Bankruptcy Procedure (as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code) (or any analogous rules applicable in another court of competent jurisdiction) or under sections 502(j) or 1144 of the Bankruptcy Code has been or may be filed with respect to such order. 2 “MAE” means a material adverse effect on, and/or material adverse developments that would reasonably be expected to result in a material adverse effect with respect to, (a) the business, operations,

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properties, assets or financial condition of the Company, in each case taken as a whole; or (b) the ability of the Company, in each case taken as a whole, to perform their material obligations under the Subscription Agreement and any other material agreement contemplated thereby, in the case of each of clauses (a) and (b), except to the extent arising from or attributable to the following (either alone or in combination): (i) the filing of the Chapter 11 Cases; (ii) any change after the date hereof in global, national or regional political conditions (including hostilities, acts of war, sabotage, terrorism or military actions, or any escalation or material worsening of any such hostilities, acts of war, sabotage, terrorism, military actions existing or underway, acts of God or pandemics) or in the general business, market, financial or economic conditions affecting the industries, regions and markets in which the Debtors operate, including any change in the United States or applicable foreign economies or securities, commodities or financial markets, or force majeure events or “acts of God”; (iii) COVID-19 and any mutations and evolutions thereof, (iv) the filing of the Chapter 11 Plan and the other documents contemplated thereby, or any action required by the Chapter 11 Plan that is made in compliance with the Bankruptcy Code; (v) any changes in applicable Law or generally accepted accounting principles in the United States or Mexico; (vi) declarations of national emergencies in the United States or Mexico or natural disasters in the United States or Mexico; provided that the exceptions set forth in clauses (ii), (iii), (v) and (vi) of this definition shall not apply to the extent that such described change has a disproportionately adverse impact on the Debtors, taken as a whole, as compared to other companies in the industries in which the Debtors operate.

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Schedule 1(a) Exit Debt Commitments
Table 1 on page 195. Back to List of Tables
Debt Commitment Party Exit Debt Commitment
[Institution Name] $[●]
Total $762,500,000.00

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Exhibit D Debt Commitment Letter (blackline)

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OctoberNovember [__ ], 2021 Grupo Aeroméxico, S.A.B. de C.V. Av. Paseo de la Reforma 243, piso 25 Cuauhtémoc, Mexico City, Mexico, 06500 Attention: Mr. Andrés Conesa Labastida, CEO; Mr. Ricardo Javier Sánchez Baker, CFOEmail: aconesa@aeromexico.com; rsbaker@aeromexico.com with a copy to: Sainz Abogados, S.C. Boulevard Manuel Ávila Camacho 24, piso 21 Lomas de Chapultepec, C.P. 11000 Ciudad de México, México Attention: Alejandro Sainz Orantes; Santiago Alessio RoblesEmail: asainz@sainzmx.com; salessiorobles@ sainzmx.com with a copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: Timothy Graulich; Vanessa Jackson Email: timothy.graulich@davispolk.com; vanessa.jackson@davispolk.comRe: Exit Debt Financing Commitment Letter Ladies and Gentlemen: On June 30, 2020, Grupo Aeroméxico, S.A.B. de C.V. ( “you” or the “Company”) andcertain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors” andeach a “Debtor”) filed voluntary petitions for relief under chapter 11 of title 11 of the UnitedStates Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”) in the United StatesBankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), jointlyadministered under Case No. 20-11563 (SCC), commencing the Debtors’ chapter 11 cases (the“Chapter 11 Cases”). Reference is hereby made to that certain Exit Debt Term Sheet attachedhereto as Exhibit A (the “Exit Debt Term Sheet” and, together with this letter agreement, the“Debt Commitment Letter”) which sets forth certain terms and conditions of the First LienNotes (as defined below). Capitalized terms used but not defined herein shall have themeanings assigned to them in the Exit Debt Term Sheet. #94685535v41

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1. Commitment (a) In connection with the foregoing, and upon the terms and subject to the conditions setforth or referred to in the Exit Debt Term Sheet and this Debt Commitment Letter, theparties listed on Schedule 1(a) hereto (the “Debt Commitment Parties”, “us” or “we”),each on behalf of itself or certain of its affiliates, affiliated funds and/or funds or accountsmanaged, advised or subadvised by such Commitment Party, as applicable, have agreedto purchase from the Company senior secured first lien notes (the “First Lien Notes”) inthe aggregate principal amount of $537,500,000762,500,000 consisting of (i)$350,000,000575,000,000 to facilitate the Debtors’ emergence from the Chapter 11 Cases(including to fund cash distributions to unsecured creditors) ( the “Notes PurchaseAmount A”) and (ii) $187,500,000 to finance a transaction (the “PLM Stock ParticipationTransaction”) pursuant to which PLM Premier, S.A.P.I. de C.V. (“PLM”) will become awholly owneddirect or indirect wholly-owned subsidiary of Reorganized Aeroméxicoand/or its subsidiariesthe Company (the “Notes Purchase Amount B”), on a several andnot joint basis, in the amounts set forth opposite each such Debt Commitment Party’sname on Schedule 1(a) (the “Exit Debt Commitments”). (b) The rights and obligations of each of the Debt Commitment Parties underthis Debt Commitment Letter shall be several and not joint, and no failure of any DebtCommitment Party to comply with any of its obligations hereunder shall prejudice therights of any other Debt Commitment Party; provided, that, for the avoidance of doubt,no Debt Commitment Party shall be required to purchase the First Lien Notes required tobe purchased by another Debt Commitment Party pursuant to such other DebtCommitment Party’s Exit Debt Commitment in the event such other Debt CommitmentParty fails to do so (the “Defaulting Debt Commitment Party”), but may at its option doso, in whole or in part, in which case such performing Debt Commitment Party shall beentitled to all or a proportionate share, as the case may be, of the First Lien Notes andrelated fees and commitment premiums that would otherwise be issued to the DefaultingDebt Commitment Party. 2. Debt Commitment Premium; Fees and Expenses (a) As a condition for and in consideration of the commitments and agreementsof the Debt Commitment Parties set forth in this Debt Commitment Letter, you agree topay or cause to be paid the Reimbursed Fees and Expenses (as defined below) and theDebt Commitment Premium described in this Debt Commitment Letter, in each case, onthe terms and subject to the conditions set forth herein. (b) In connection with the First Lien Notes, the Debt Commitment Parties shall be entitledto a commitment premium (the “Debt Commitment Premium”) payable to such DebtCommitment Parties in cash, equal, in the aggregate, to 1.0% of the principal amount ofthe First Lien Notes purchased from the Company on the Closing DateExit DebtCommitments as of the date hereof. The Debt Commitment Premium shall be payable tothe Debt Commitment Parties ratably based on the initial Exit Debt Commitments setforth on Schedule 1(a). Such Debt Commitment Premium shall be fully earned upon (i)2 #94685535v41

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acceptance of and entry into this Debt Commitment Letter by the Company, and (ii)entry of an order by the Bankruptcy Court approving this Debt Commitment Letter, thepayment of all fees and expenses contemplated by this Debt Commitment Letter, thecommitment letter, dated as of the date hereof (the “Equity Commitment Letter”), by andamong the Company and the Equity Commitment Parties party thereto (the “EquityCommitment Parties”), and the Subscription Agreement (as defined in the EquityCommitment Letter) (the “Subscription Agreement”), including, for the avoidance ofdoubt, the Debt Commitment Premium, the Reimbursed Fees and Expenses, the DebtTermination Fee and the indemnification provisions (the “Exit Financing ApprovalOrder”) and payable on the effective date of any plan of reorganization in the Chapter 11Cases. The Debt Commitment Premium shall be paid, free and clear of any deduction forany applicable taxes, by the Company on, and subject to the occurrence of, the ClosingDate, by wire transfer of immediately available funds. Notwithstanding the above, incase withholding for any applicable taxes is required by law, additional amounts shall bepaid as may be necessary so that after making all required deductions or withholdingsfor any applicable taxes (including deductions or withholdings applicable to theadditional amounts paid), the Debt Commitment Premium is equal to the amount thatshould be paid if such withholdings or deductions were not applicable. (c) To the extent not otherwise payable pursuant to other orders of the Bankruptcy Court,including the Final Order Granting Debtors’ Motion to (I) Authorize Certain Debtors inPossession to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 362, 363 and364; (II) Grant Liens and Superpriority Administrative Expense Claims to DIP LendersPursuant to 11 U.S.C. §§ 364 and 507; (III) Modify Automatic Stay Pursuant to 11U.S.C. §§ 361, 362, 363, 364 and 507; and (IV) Grant Related Relief, in In re GrupoAeroméxico, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) the (“Final DIP Order”),the Company (or, to the extent the Company does not meet its obligations under thisparagraph (c), the other Debtors) shall be responsible for the payment in cash of allreasonable and documented out-of-pocket expenses, whether incurred before or after theexecution of this Debt Commitment Letter, of the Debt Commitment Parties (including,without limitation, reasonable documented out-of-pocket expenses of the DebtCommitment Parties’ due diligence investigation, consultants’ fees, and reasonable fees,disbursements and other charges of counsel, but in the case of legal fees and expenses,limited to the reasonable fees and reasonable documented out-of-pocket expenses of (i)Akin Gump Strauss Hauer & Feld LLP (“Akin Gump”) and one local counsel advisingAkin Gump in each relevant material jurisdiction; and (ii) Milbank LLP (“Milbank”) andone local counsel advising Milbank in each relevant material jurisdiction; and (iii)Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) and one local counsel advising GibsonDunn in each relevant material jurisdiction incurred in connection with the preparationof this Debt Commitment Letter and the Definitive Debt Documentation (the“Reimbursed Fees and Expenses”), which payments shall be made by the Company on aregular and continuing basis subject to procedures substantially similar to those set forthin paragraph 16 of the Final DIP Order, mutatis mutandis. The Debt CommitmentPremium, the Debt Termination Fee, Reimbursed Fees and Expenses andindemnification provided herein shall constitute allowed super-priority administrativeexpense claims of the Debtors’ estate under sections 503(b) and 507 of the Bankruptcy3 #94685535v41

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Code, junior only to the DIP Loans (as defined in the DIP Term Loan Agreement (asdefined below)). (d) The provisions for the payment of the Debt Commitment Premium, Debt TerminationFee, Reimbursed Fees and Expenses and indemnification provided herein, are an integralpart of the transactions contemplated by this Debt Commitment Letter and without theseprovisions the Debt Commitment Parties would not have delivered this DebtCommitment Letter. 3. Information You hereby represent and covenant that (a) all information, other than the Projections (asdefined below) and information of a general economic or industry specific nature (the“Information”), that (i) has been or will be made available to us by you or on your behalf by anyof your representatives or (ii) has been filed, or included in documents or other reports filedwith the Mexican Securities Exchange Market (Bolsa Mexicana de Valores) (“BMV”), in eachcase, (x) is or will be, when taken as a whole, complete and correct in all material respects and(y) does not or will not, when taken as a whole, contain any untrue statement of a material factor omit to state a material fact necessary in order to make the statements contained therein notmaterially misleading in light of the circumstances under which such statements are made, and(b) the financial projections and other forward-looking information as of the date hereof and assubsequently amended (the “Projections”) that have been or will be made available to us by youor on your behalf by any of your representatives have been or will be prepared in good faithbased upon assumptions that you believe are reasonable at the time made, it being understoodand agreed that the Projections are not a guarantee of financial performance and actual resultsmay differ from the Projections and such differences may be material. You agree that if, at anytime prior to the termination of this Debt Commitment Letter, you become aware that any of therepresentations in the preceding sentence would be incorrect in any material respect if theInformation and Projections were being furnished, and such representations were being made, atsuch time, then you will promptly supplement the Information and the Projections so that suchrepresentations will be accurate and complete in all material respects under those circumstances;it being understood, in each case, that such supplement shall cure any breach of suchrepresentations and warranties. In providing this Debt Commitment Letter and purchasing theFirst Lien Notes from the Company, each of the Debt Commitment Parties is relying on theaccuracy of the Information furnished to it by or on behalf of you by your representativeswithout independent verification thereof. 4. Conditions Each Debt Commitment Party’s obligations to consummate the transactionscontemplated by this Debt Commitment Letter are subject to the conditions set forth in ExhibitB attached hereto (the “Closing Conditions”) and, upon the satisfaction (or waiver by the DebtCommitment Parties) of such Closing Conditions, the purchase of the First Lien Notes shalloccur. There are no conditions (implied or otherwise) to the commitments hereunder, includingcompliance with the terms of this Debt Commitment Letter and the Definitive DebtDocumentation, and there will be no conditions (implied or otherwise) under the Definitive4 #94685535v41

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Debt Documentation to the purchase of the First Lien Notes on the Closing Date, other than theClosing Conditions. 5. Acceptance and Termination (a) The agreements and obligations of the Debt Commitment Parties hereunder willterminate, unless the Debt Commitment Parties shall have received this DebtCommitment Letter signed by the Company on or prior to 11:59 p.m. New York Citytime on October 22, 2021the date the Bankruptcy Court has entered the Exit FinancingApproval Order. The Company may terminate this Debt Commitment Letter and the DebtCommitment Parties’ commitments hereunder (in whole, but not in part) at any timesubject to clause (c) below. The agreements and obligations of the Debt CommitmentParties under this Debt Commitment Letter shall terminate on (i) December 30March 31,20212022 (the “Outside Date”); provided that the Outside Date shall be automaticallyextended for up to three (3) months solely to the extent necessary to obtain anyregulatory approvals required to consummate the Chapter 11 Plan (as defined below), (ii)October 22December 1, 2021 if the Bankruptcy Court has not entered the Exit FinancingApproval Order on or prior to such date (subject to an automatic extension solely to theextent required by Bankruptcy Court availability), (iii) October 22December 17, 2021 ifthe Bankruptcy Court has not entered an order approving a disclosure statement inrespect of the plan of reorganization in the Chapter 11 Cases that implements thereorganization of the Debtors including the terms and conditions in the EquityCommitment Letter (including the Term Sheet appended thereto) and which shallotherwise be consistent with the terms and conditions of this Debt Commitment Letter(the “Chapter 11 Plan”) on or before such date, unless, in each case, such deadline isextended by mutual agreement of the Company and the Required Debt CommitmentParties, (iv) the date on which either the Equity Commitment Letter or the SubscriptionAgreement is terminated (other than termination of the Equity Commitment Letter as aresult of the execution of the Subscription Agreement by the parties thereto), (v) the dateon which the Bankruptcy Court approves any actual or proposed Alternate Financing(other than the Equity Financing (as defined in the Equity Commitment Letter)) or (vi)the date on which the Company or any other Debtor emerges from the Chapter 11 Caseswithout issuing the First Lien Notes. The Exit Debt Commitment with respect to NotesPurchase Amount B shall automatically terminate to the extent (i) the PLM StockParticipation Transaction is not consummated on the Closing Date or (ii) the Companyand/or its subsidiaries consummates the PLM Stock Participation Transaction withoutincurring Notes Purchase Amount B. (b) Any Debt Commitment Party may terminate its agreements and obligations under thisDebt Commitment Letter upon the filing by any Debtor of a motion, application oradversary proceeding (or any of the Debtors supports any such motion, application, oradversary proceeding filed or commenced by any third party) challenging the validity orenforceability, or seeking avoidance, subordination or disallowance, of (i) the claimsunder that certain Indenture, dated as of February 5, 2020, by and among Aerovías deMexico, S.A. de C.V., as issuer, the Company, as guarantor and the Bank of New YorkMellon as trustee, transfer agent, registrar and paying agent; or (ii) any unsecured claim5 #94685535v41

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against any Debtor, in each case of (i) and (ii), held by such Debt Commitment Party. For the avoidance of doubt, no Debt Commitment Party shall be required to purchase theFirst Lien Notes required to be purchased by another Debt Commitment Party pursuantto such other Debt Commitment Party’s Exit Debt Commitment if the Exit DebtCommitment of such other Debt Commitment Party (the “Terminated Debt CommitmentParty”) is terminated pursuant to this clause (b), but may at its option do so, in whole orin part, in which case such purchasing Debt Commitment Party shall be entitled to all ora proportionate share, as the case may be, of the First Lien Notes and related fees andcommitment premiums that would otherwise be issued to the Terminated DebtCommitment Party. (c) (x) In the event that the Company or any of its subsidiaries consummatesany debt or equity financing transaction (including the Equity Financing (as defined inthe Equity Commitment Letter)) in lieu of all or a portion of Notes Purchase AmountAExit Debt Commitments (any such transaction, an “Alternate Exit Financing”) in orderto emerge from the Chapter 11 Cases (regardless of whether the PLM Stock ParticipationTransaction is consummated) upon, prior to or within four months following thetermination of this Debt Commitment Letter, the Company agrees to pay to the DebtCommitment Parties, in connection with the Exit Debt Commitments, liquidated damagesin the form of cash, equal, in the aggregate, to 1.0% of the principal amount of the ExitDebt Commitments so terminated or reduced; and (y) without duplication of the feespayable pursuant to the preceding clause (x), in the event that the Company or any of itssubsidiaries consummates any debt or equity financing transaction (including the EquityFinancing (as defined in the Equity Commitment Letter)) in lieu of Notes PurchaseAmount Band/or to finance the PLM Stock Participation Transaction (the “AlternatePLM Financing”, and together with the Alternate Exit Financing, the “AlternateFinancing”) upon, prior to or within four months following the termination of this DebtCommitment Letter, the Company agrees to payuse commercially reasonable efforts tocause the provider of such Alternate Financing to allocate a portion of such AlternateFinancing to the Debt Commitment Parties, in connection with the Exit DebtCommitments with respect to Notes Purchase Amount B, liquidated damages in the formof cash, equal, in the aggregate, to 1.0% of the principal amount of the Exit DebtCommitments with respect to Notes Purchase Amount B so terminated or reduced (theforegoing fees referenced in clauses (x) and (y) collectively, without duplication, the“Debt Termination Fee”); provided, that the Debt Termination Fee shall not be payable(i) to any Debt Commitment Party that has breached its obligations to purchase the FirstLien Notes (including by terminating the Debt Commitment Letter prior to its statedtermination date) pursuant to the terms and conditions of the Debt Commitment Letter or(ii) to any Debt Commitment Party that is participating in the Alternate Financing (otherthan the Equity Financing (as defined in the Equity Commitment Letter)). . (d) The Debt Termination Fee shall be deemed fully earned, nonrefundableand non-avoidable and payable on the date of the consummation of such AlternateFinancing; provided, that, in each case, the Exit Financing Approval Order shall havebeen entered by the Bankruptcy Court. Subject to the proviso in the immediatelypreceding paragraph, the Debt Termination Fee (w) shall constitute an allowed6 #94685535v41

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super-priority administrative expense claim against the Company, junior only to the DIPLoans, (x) shall be paid to the applicable Debt Commitment Parties on a pro rata basis,(y) shall be paid without setoff or recoupment and shall not be subject to defense oroffset on account of any claim, defense or counterclaim, and (z) shall be paid free andclear of and without deduction for any and all present or future applicable taxes, levies,imposts, deductions, charges or withholdings, and all liabilities with respect thereto. Notwithstanding the above, in case withholding for any applicable taxes, levies, imposts,deductions, charges or withholdings is required by law, additional amounts shall be paidas may be necessary so that after making all required deductions or withholdings(including deductions or withholdings applicable to the additional amounts paid), theDebt Termination Fee paid is equal to the amount that should be paid if suchwithholdings or deductions were not applicable. The terms set forth in this section shallsurvive termination of this Debt Commitment Letter and shall remain in full force andeffect regardless of whether the transactions contemplated hereby or by the Chapter 11Plan are consummated. The parties hereto acknowledge that the agreements contained inthis paragraph are an integral part of the transactions contemplated by this DebtCommitment Letter, are actually necessary to preserve the value of the Debtors’ estatesand constitute liquidated damages and not a penalty, and that, without these agreements,the Debt Commitment Parties would not have entered into this Debt Commitment Letter. 6. Indemnification (a) Whether or not the transactions contemplated hereby or in the Chapter 11Plan are consummated, the Company (or, to the extent the Company does not meet itsobligations under this paragraph (a), the other Debtors) hereby agrees to indemnify andhold harmless each of the Debt Commitment Parties and each of their respectivestockholders, equity holders, members, partners, managers, officers, directors,employees, attorneys, accountants, financial advisors, consultants, agents, advisors andcontrolling persons (each, an “Indemnified Party”) from and against any and all losses,claims, damages, liabilities and expenses, joint or several, imposed on, sustained,incurred or suffered by, or asserted against, any Indemnified Party as a result of orarising out of or in any way related to, directly or indirectly, this Debt CommitmentLetter or any of the other Definitive Debt Documentation, the Exit Debt Commitmentsor any claim, litigation, investigation or proceeding relating to any of the foregoing,regardless of whether any such Indemnified Party is a party thereto and whether or notany such claim, litigation, investigation or proceeding is brought by the Company or anyof its affiliates or other related parties, and to reimburse each such Indemnified Party forthe reasonable and documented legal or other out-of-pocket costs and expenses as theyare incurred in connection with investigating, responding to or defending any of theforegoing; provided, that the foregoing indemnification will not, as to any IndemnifiedParty, apply to losses, claims, damages, liabilities or expenses to the extent that theyhave resulted from the willful misconduct or gross negligence of, or material breach ofobligations under this Debt Commitment Letter or the Definitive Debt Documents by,such Indemnified Party or any of such Indemnified Party’s controlled affiliates or any ofits or their respective officers, directors, employees, agents, advisors or otherrepresentatives or successors of any of the foregoing (as determined by a court of7 #94685535v41

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competent jurisdiction in a final and non-appealable decision). (b) None of the Indemnified Persons, the Company, or their respective directors,officers, employees, advisors, and agents shall be liable for any indirect, special,punitive or consequential damages in connection with this Debt Commitment Letter orthe transactions contemplated hereby; provided, that nothing contained in this sentenceshall limit the Company’s indemnity obligations to the extent set forth in Section 6(a). (c) The Company shall not be liable for any settlement of any claim, litigation,investigation or proceeding if the amount of such settlement was effected without theCompany’s consent (which consent shall not be unreasonably withheld, conditioned ordelayed), but if settled with the Company’s written consent or if there is a final judgmentfor the plaintiff in any such claim, litigation, investigation or proceeding, the Companyagrees to indemnify and hold harmless each Indemnified Party from and against any andall liabilities and related expenses by reason of such settlement or judgment inaccordance with the terms of clauses (a) and (b) above. (d) The terms set forth in this Section 6 shall survive termination of this DebtCommitment Letter and shall remain in full force and effect regardless of whether thetransactions contemplated hereby or by the Chapter 11 Plan are consummated. 7. Absence of Fiduciary Relationship, Affiliate Activities (a) You acknowledge and agree that (i) no fiduciary, advisory or agencyrelationship between you and the Debt Commitment Parties is intended to be or has beencreated in respect of any of the transactions contemplated by this Debt CommitmentLetter, irrespective of whether the Debt Commitment Parties have advised or areadvising you on other matters, (ii) the Debt Commitment Parties, on the one hand, andyou, on the other hand, have an arm’s length business relationship that does not directlyor indirectly give rise to, nor do you rely on, any fiduciary duty to you or your affiliateson the part of the Debt Commitment Parties, (iii) you are capable of evaluating andunderstanding, and you understand and accept, the terms, risks and conditions of thetransactions contemplated by this Debt Commitment Letter, (iv) you have been advisedthat the Debt Commitment Parties are engaged in a broad range of transactions that mayinvolve interests that differ from your interests and that the Debt Commitment Partieshave no obligation to disclose such interests and transactions to you, (v) you haveconsulted your own legal, accounting, regulatory and tax advisors to the extent you havedeemed appropriate, (vi) each Debt Commitment Party has been, is, and will be actingsolely as a principal and, except as otherwise expressly agreed in writing by it and therelevant parties, has not been, is not, and will not be acting as an advisor, agent orfiduciary for you, any of your affiliates or any other person or entity and (vii) none of theDebt Commitment Parties has any obligation or duty (including any implied duty) to youor your affiliates with respect to the transactions contemplated hereby except thoseobligations expressly set forth herein or in any other express writing executed anddelivered by such Debt Commitment Party and you or any such affiliate. 8 #94685535v41

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(b) Additionally, you acknowledge and agree that none of the Debt CommitmentParties are advising you as to any legal, tax, investment, accounting or regulatorymatters in any jurisdiction. You shall consult with your own advisors concerning suchmatters and shall be responsible for making your own independent investigation andappraisal of the transactions contemplated by this Debt Commitment Letter, and theDebt Commitment Parties shall not have any responsibility or liability to you withrespect thereto. Any review by the Debt Commitment Parties of the transactionscontemplated by this Debt Commitment Letter or other matters relating thereto will beperformed solely for the benefit of the Debt Commitment Parties and shall not be onbehalf of you or any of your affiliates. 8. Relationship Among Parties Notwithstanding anything to the contrary herein, nothing in this Debt CommitmentLetter shall create any additional fiduciary obligations on the part of any of the parties hereto orany members, managers or officers of any of the parties hereto or their affiliated entities, in suchperson’s or entity’s capacity as a member, manager or officer of any of the parties hereto ortheir affiliated entities that such entities did not have prior to the execution of this CommitmentLetter. None of the Debt Commitment Parties shall have any fiduciary duty or other duties orresponsibilities to each other, any Debt Commitment Party, any of the Debtors, or any of theDebtors’ respective subsidiaries or affiliates, creditors or other stakeholders. No prior history,pattern or practice of sharing confidence among or between any of the Debt CommitmentParties and/or the Debtors or any of their subsidiaries or affiliates shall in any way affect ornegate this understanding and agreement. For the avoidance of doubt: (a) each DebtCommitment Party is entering into this Debt Commitment Letter directly with the Company andnot with any other Debt Commitment Party, (b) no other Debt Commitment Party shall have anyright to bring any action against any other Debt Commitment Party with respect to this DebtCommitment Letter (or any breach thereof) and (c) no Debt Commitment Party shall, nor shallany action taken by a Debt Commitment Party pursuant to this Debt Commitment Letter, bedeemed to be acting in concert or as any group with any other Debt Commitment Party withrespect to the obligations under this Debt Commitment Letter nor shall this Debt CommitmentLetter create a presumption that the Debt Commitment Parties are in any way acting as a group. All rights under this Debt Commitment Letter are separately granted to each Debt CommitmentParty by the Company and vice versa, and the use of a single document is for the convenience ofthe Company. The decision to commit to enter into the transactions contemplated by this DebtCommitment Letter has been made independently. 9. Designation Rights; Related Purchaser; Assignment (a) Each Debt Commitment Party, as applicable, shall have the right to assign ordesignate by written notice to the Company no later than ten (10) Business Days priorto the Closing Date some or all of the portion of the First Lien Notes that it is obligatedto purchase hereunder, as applicable, to be issued in the name of, and delivered to, oneor more of its affiliates or to any fund, account or sub-account that is managed, advisedand/or sub-advised by such Debt Commitment Party, an affiliate of such DebtCommitment Party, or the same entity that manages or advises such Debt Commitment9 #94685535v41

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Party (each, a “Related Purchaser”), which notice of designation shall (i) be addressedto the Company and signed by such Debt Commitment Party and each RelatedPurchaser and (ii) the portion of the First Lien Notes to be delivered to or issued in thename of each such Related Purchaser; provided, that no such designation pursuant tothis Section 9(a) shall relieve such Debt Commitment Party from its obligations underthis Debt Commitment Letter. (b) Each Debt Commitment Party, shall have the right to assign by written noticeto the Company no later than ten (10) Business Days prior to the Closing Date some orall of its Debt Commitments hereunder to any other Debt Commitment Party or EquityCommitment Party, which notice of designation shall (i) be addressed to the Companyand signed by such Debt Commitment Party and the applicable assignee DebtCommitment Party or Equity Commitment Party, as applicable, and (ii) include theaggregate amount of the Debt Commitments assigned; provided, that no suchassignment pursuant to this Section 9(b) shall relieve the initial Debt CommitmentParty making such assignment from its obligations under this Debt Commitment Letterwith respect to the Debt Commitments subject to any such assignment. (c) Except as set forth in Section 9(a) and (b), neither this Debt CommitmentLetter nor any of the rights, interests or obligations under this Debt Commitment Lettershall be assigned by any party (whether by operation of Law or otherwise) without theprior written consent of the Company and the Required Debt Commitment Parties andany purported assignment in violation of this Section 9 shall be void ab initio. ThisDebt Commitment Letter (including the documents and instruments referred to in thisDebt Commitment Letter) is not intended to and does not confer upon any person anyrights or remedies under this Debt Commitment Letter other than (i) the parties heretoand (ii) any Indemnified Person. 10.Disclosures; Confidentiality (a) The Company shall use good faith and commercially reasonable efforts toprovide drafts to counsel to the Debt Commitment Parties of any press releases, publicfilings, public announcements or communications with any news media or to the publicgenerally, that constitute disclosure of the existence or terms of this Debt CommitmentLetter (or any amendment to the terms of this Debt Commitment Letter) or thetransactions contemplated hereby, within a reasonable time (and in any event not lessthan two (2) calendar days (it being understood that such period may be shortened ordisregarded to the extent there are exigent circumstances that require such press release,public filing, public announcement or communication to be made to comply withapplicable laws or regulations) prior to making or filing any such press release, publicfiling, public announcement or communication and shall (x) provide to such counsel areasonable opportunity to review and provide comments on and (y) consult in goodfaith with such counsel regarding the form and substance of, any such proposed pressrelease, public filing, public announcement or communication. The Company and itsadvisors shall not (and shall cause the other Debtors not to) (a) use the name of anyDebt Commitment Party, or other identifying information about any Debt Commitment10 #94685535v41

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Parties, in any press release, public filing, public announcement or communications orfiling with the BMV or other means of disclosure without such Debt CommitmentParty’s prior written consent (which consent may be granted or withheld in such DebtCommitment Party’s sole discretion) (email being sufficient) and (b) except as requiredby applicable law or otherwise permitted under the terms of any other agreementbetween the Company and any Debt Commitment Party, disclose to any person(including, for the avoidance of doubt, any other party), other than advisors to theCompany who need to know for purposes of the transactions contemplated by this DebtCommitment Letter, subject to any confidentiality agreement between the Companyand any Debt Commitment Party, the Exit Debt Commitments of any of the DebtCommitment Parties without such Debt Commitment Party’s prior written consent(email being sufficient) (such consent not to be unreasonably withheld, delayed orconditioned), and the Company acknowledges and agrees that it may not disclose suchinformation provided by a Debt Commitment Party contained on Schedule 1(a) of thisDebt Commitment Letter, as applicable, and further agrees that it shall redact suchinformation from the applicable exhibits or schedules before filing any pleading withthe Bankruptcy Court (provided, that the Exit Debt Commitments may be filed inunredacted form with the Bankruptcy Court under seal) and from “closing sets” or otherrepresentations of the fully executed Debt Commitment Letter; provided, however, that(i) if such disclosure is required by law, subpoena, or other legal process or regulation,the disclosing party shall, to the extent practicable and not prohibited by applicable lawor regulation, afford the relevant Debt Commitment Party a reasonable opportunity toreview and comment in advance of such disclosure and shall take all reasonablemeasures to limit such disclosure and (ii) the foregoing shall not prohibit the disclosureof the aggregate Exit Debt Commitments made by all the Debt Commitment Parties,collectively. Notwithstanding the provisions in this Section 10, any party may disclose,only to the extent consented to in writing (email being sufficient) by a DebtCommitment Party, such Debt Commitment Party’s individual holdings of claims orCommitment amounts. Nothing contained herein shall be deemed to waive, amend ormodify the terms of any confidentiality agreement between the Company and any DebtCommitment Party. (b) Each Debt Commitment Party hereby (i) represents that its obligationsunder its confidentiality agreement with the Company (each such confidentialityagreement between the applicable Debt Commitment Party and the Company, a“Confidentiality Agreement”), if any, shall continue in accordance with the terms of theapplicable Confidentiality Agreement and (ii) covenants that it shall comply with theterms of the applicable Confidentiality Agreement. 11.Miscellaneous (a) This Debt Commitment Letter may not be amended or waived except by aninstrument in writing signed by you and the Required Debt Commitment Parties;provided that the consent of each Commitment Party that is directly affected therebyshall be required to (i) increase the size of the First Lien Notes (other than pursuant tothe terms hereof), (ii) reduce the Interest Rate, Default Interest Rate, or Debt11 #94685535v41

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Commitment Premium or Debt Termination Fee; or (iii) extend the Maturity Date;provided further that the consent of each Commitment Party shall be required to (x)amend or modify the definition of Required Debt Commitment Parties, (y) forego all orsubstantially all of the Collateral, or (z) amend this amendment and waiver provision. (b) This Debt Commitment Letter (and the agreements referenced in this DebtCommitment Letter) set forth the entire understanding of the parties with respect to theFirst Lien Notes, and replace and supersede all prior agreements and understandings(written or oral) related to the subject matter hereof, except that the parties heretoacknowledge that any confidentiality agreements heretofore executed between theCompany and any other party will continue in full force and effect. (c) THIS DEBT COMMITMENT LETTER IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWSPRINCIPLES THEREOF. Notwithstanding the foregoing consent to jurisdiction ineither a state or federal court of competent jurisdiction in the State of New York,Borough of Manhattan, each of the parties hereby agrees that, so long as the Chapter 11Cases are pending, the Bankruptcy Court shall have exclusive jurisdiction over allmatters arising out of or in connection with this Debt Commitment Letter. Each partyhereto agrees that it shall bring any action or proceeding in respect of any claim arisingout of or related to this Debt Commitment Letter, to the extent possible, in theBankruptcy Court, and solely in connection with claims arising under this DebtCommitment Letter: (i) irrevocably submits to the exclusive jurisdiction of theBankruptcy Court; (ii) waives any objection to laying venue in any such action orproceeding in the Bankruptcy Court; and (iii) waives any objection that the BankruptcyCourt is an inconvenient forum or does not have jurisdiction over any party hereto. (d) EACH PARTY HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY JURISDICTION IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TORESOLVE ANY DISPUTE AMONG THE PARTIES UNDER THIS DEBTCOMMITMENT LETTER, WHETHER IN CONTRACT, TORT OR OTHERWISE. (e) The confidentiality, indemnification, jurisdiction, governing law, no agency orfiduciary duty, waiver of jury trial, service of process, venue provisions contained hereinand the other provisions set forth in this Section 11 shall remain in full force and effectnotwithstanding the termination of this Debt Commitment Letter or the Exit DebtCommitments; provided, that your obligations under this Debt Commitment Letter(other than your obligations with respect to confidentiality) shall automatically terminateand be superseded by the provisions of the Definitive Debt Documentation, asapplicable, and you shall automatically be released from all liability in connectiontherewith at such time, in each case to the extent any of the Definitive DebtDocumentation has comparable provisions with comparable coverage. (f) If any provision of this Debt Commitment Letter is held invalid orunenforceable by any court of competent jurisdiction, the other provisions of this Debt12 #94685535v41

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Commitment Letter will remain in full force and effect. Any provision of this DebtCommitment Letter held invalid or unenforceable only in part or degree will remain infull force and effect to the extent not held invalid or unenforceable. (g) Any reference to “Required Debt Commitment Parties” shall mean the DebtCommitment Parties holding at least a majority of the Exit Debt Commitments. (h) Any reference to “Business Day” shall mean any day excluding Saturday,Sunday and any day that is a legal holiday under the laws of the State of New York, theState of Delaware, or Mexico City or is a day on which banking institutions located inany such state or country are authorized or required by law or other governmental actionto close. (i) All notices hereunder shall be deemed given if in writing and delivered, byelectronic mail, courier, or registered or certified mail (return receipt requested), to thefollowing addresses (or at such other addresses as shall be specified by like notice): i. if to the Company, to the address set forth at the beginning of this DebtCommitment Letter; ii. if to a Debt Commitment Party, to the address set forth on the signaturepage for such Debt Commitment Party, with a copy, which shall notconstitute notice, to: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Attention: David Botter, Jason Rubin, Meng Ru and Alan J. FeldEmail: dbotter@akingump.com; jrubin@akingump.com; mru@akingump.com; and ajfeld@akingump.com and Milbank LLP 55 Hudson Yards New York, NY 10003 Attn: Dennis F. Dunne, Andrew M. Leblanc, and Matthew L. BrodEmail: ddunne@milbank.com; aleblanc@milbank.com; mbrod@milbank.com and Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Attention: Scott Greenberg, Matt Williams, Josh Brody 13 #94685535v41

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Email: sgreenberg@gibsondunn.com; mjwilliams@gibsondunn.com;jbrody@gibsondunn.com Any notice given by delivery, mail, or courier shall be effective whenreceived. (j) The parties shall cooperate with each other in good faith and shall coordinatetheir activities (to the extent practicable) in respect of all matters concerning theimplementation and consummation of the transactions contemplated hereby. (k) Except as expressly provided in this Debt Commitment Letter, (i) nothingherein is intended to, or does, in any manner waive, limit, impair or restrict the ability ofeach party to protect and preserve its rights, remedies and interests, including claimsagainst or interests in the Company or other parties, or its full participation in theChapter 11 Cases, and (ii) the parties each fully preserve any and all of their respectiverights, remedies, claims and interests upon a termination of this Debt CommitmentLetter. (l) Each of the Debt Commitment Parties hereby notifies you that, pursuant to therequirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law onOctober 26, 2001) (the “PATRIOT Act”), it is required to obtain, verify and recordinformation that identifies the Company and the other Note Parties, which informationincludes names, addresses, tax identification numbers and other information that willallow such Debt Commitment Party or purchaser of First Lien Notes to identify theCompany and the other Note Parties in accordance with the PATRIOT Act. This noticeis given in accordance with the requirements of the PATRIOT Act and is effective forthe Debt Commitment Parties and each purchaser of the First Lien Notes. (m) You and we hereby agree that this Debt Commitment Letter is a binding andenforceable agreement with respect to the subject matter herein; it being acknowledgedand agreed that consummation of issuance and purchase of the First Lien Notes issubject solely to the Closing Conditions. Each of the Debt Commitment Parties and youwill use their commercially reasonable efforts to prepare, negotiate and finalize theDefinitive Debt Documentation, as applicable, as contemplated by this DebtCommitment Letter. (n) This Debt Commitment Letter, including the transactions contemplatedherein, is the product of negotiations among the parties, together with their respectiverepresentatives. Notwithstanding anything herein to the contrary, this DebtCommitment Letter is not, and shall not be deemed to be, a solicitation of votes for theacceptance of the Chapter 11 Plan or any other plan of reorganization for the purposes ofsections 1125 and 1126 of the Bankruptcy Code or otherwise. (o) This Debt Commitment Letter may be executed in any number ofcounterparts, each of which shall be an original, and all of which, when taken together,shall constitute one agreement. This Debt Commitment Letter may be in the form of an14 #94685535v41

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Electronic Record and may be executed using Electronic Signatures, including, withoutlimitation, facsimile and/or .pdf. You agree that any Electronic Signature (including,without limitation, facsimile or .pdf) shall be valid and binding on you to the sameextent as a manual, original signature, and that this Debt Commitment Letter enteredinto by Electronic Signature, will constitute a legal, valid and binding obligationenforceable against you in accordance with the terms thereof to the same extent as if amanually executed original signature was delivered to the Company. For the avoidanceof doubt, the authorization under this paragraph may include, without limitation, use oracceptance by the Company of a manually signed paper agreement which has beenconverted into electronic form (such as scanned into PDF format), or an electronicallysigned agreement converted into another format, for transmission, delivery and/orretention. This Debt Commitment Letter in the form of an Electronic Record, shall beconsidered an original for all purposes, and shall have the same legal effect, validity andenforceability as a paper record. For purposes hereof, “Electronic Record” and“Electronic Signature” shall have the meanings assigned to them, respectively, by 15USC §7006, as it may be amended from time to time. If the foregoing is in accordance with your understanding of our agreement, pleaseindicate your acceptance of the terms of this Debt Commitment Letter by returning to usexecuted counterparts of this Debt Commitment Letter. [Remainder of this page intentionally left blank] 15 #94685535v41

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Very truly yours, [●] By: Name: Title: [Signature Page to Commitment Letter] #94685535v41

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Agreed to and Accepted this ____ day of [●], 2021 GRUPO AEROMÉXICO, S.A.B. DE C.V. By: ________________________ Name: Title: By: ________________________ Name: Title: [Signature Page to Commitment Letter] #94685535v41

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Exhibit A Exit Debt Term Sheet #94685535v41

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GRUPO AEROMÉXICO, S.A.B. DE C.V. $537,500,000762,500,000 FIRST LIEN NOTES SUMMARYOFTERMSANDCONDITIONS This Exit Debt Term Sheet sets forth a summary of the principal terms and conditions for the definitivefinancing documentation for the First Lien Notes. This summary is for indicative purposes only and doesnot include descriptions of all of the terms, conditions, representations and other provisions that are to becontained in the definitive documentation for the First Lien Notes. All capitalized terms used and notdefined herein shall have the meaning assigned to such term under the Debt Commitment Letter to whichthis Exit Debt Term Sheet is attached. Material Provision Summary Description Parties Issuer: Grupo Aeroméxico, S.A.B. de C.V., a sociedad anónima bursátil decapital variable organized under the laws of Mexico or any successor thereto or any entity that may be formed to, among otherthings, directly or indirectly acquire substantially all of the assetsand operations of the Debtors and issue common stock to be distributed pursuant to the Chapter 11 Plan (“Reorganized Aeroméxico” or the “Issuer”). Guarantors: Each of the Issuer’s subsidiaries that are Debtors and certain othersubsidiaries of the Issuer that are not Debtors in the Chapter 11Cases (collectively, the “Guarantors”, and together with the Issuer,the “Note Parties”)); provided that Guarantors shall not include, (a)immaterial subsidiaries, (b) any subsidiary that is prohibited orrestricted by applicable law, rule or regulation or by any contractualobligation existing on the Closing Date or at the time of acquisitionthereof after the Closing Date (and not entered into in contemplation of such acquisition), in each case, from providing aGuarantee or which would require governmental (including regulatory) consent, approval, license or authorization to provide aGuarantee unless such consent, approval, license or authorizationhas been received, (c) not-for-profit subsidiaries, (d) any subsidiaryof the Issuer that is not organized in Mexico or the United Statesand (e) any entity to the extent a guarantee by such entity wouldreasonably be expected to result in material adverse tax consequences as reasonably determined by the Issuer. Notwithstanding the foregoing, additional subsidiaries may beexcluded from the guarantee requirements in circumstances wherethe Issuer and the Trustee reasonably agree that the cost or otherconsequences of providing such a guarantee is excessive in relationto the value afforded thereby.

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As of the Closing Date, all guarantors of the credit facilities underthe Super-priority Debtor-In-Possession Term Loan Agreement,dated as of November 6, 2020, by and among Aeromexico, the guarantors party thereto, the DIP lenders party thereto and UMBBank National Association, as administrative agent and collateralagent (the “DIP Facility”) shall guarantee the First Lien Notes. It isunderstood and agreed that PLM shall become a Guarantor uponbecoming a direct or indirect wholly-owned subsidiary of the Issuer. All obligations of the Issuer (the “Obligations”) under the First LienNotes will be unconditionally guaranteed (the “Guarantees”) by theGuarantors, including payment and performance under the FirstLien Notes. Each guarantee shall be a guarantee of payment andnot collection. Initial Purchasers: The Debt Commitment Parties referenced in the Debt CommitmentLetter, their respective affiliates, or a fronting institution selected bythe Required Debt Commitment Parties in consultation with theIssuer. Trustee: Trustee to be agreed (in such capacity and together with itssuccessors, the “Trustee”). Collateral Agent: Collateral agent to be agreed (in such capacity and together with itssuccessors, the “Collateral Agent”). First Lien Notes Amount of First Lien Notes: Senior secured first lien notes, in an aggregate original principalamount of $537.5762.5 million (the “First Lien Notes”), consisting of(i) $350575 million for purposes set forth in clause (a) of Section“Purpose/Use of Proceeds” below (the “Notes Purchase Amount A”)and (ii) $187.5 million for purposes set forth in clause (b) of Section“Purpose/Use of Proceeds” below (the “Notes Purchase Amount B”), collectively to be issued as a single issuance on the ClosingDate. It is acknowledged that the amount of the First Lien Notesmay be reduced subject to the terms of the Debt Commitment Letter (including the payment of the Debt Termination Fee). Definitive Debt Documents: The Note Parties will execute a definitive NY law governed purchaseagreement, indenture and other documents in furtherance or inconnection therewith (collectively, the “Definitive Debt Documents”), to evidence the First Lien Notes and the grant of Liens(as defined below) on the Collateral (as defined below), all of whichwill be in form and substance customary for transactions of thistype, but acceptable to the Note Parties, the Debt CommitmentParties, the Trustee and the Collateral Agent, acting reasonably. Forthe avoidance of doubt, the Definitive Debt Documents shall

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include, (i) a NY law governed security agreement; (ii) a Mexican lawnon-possession pledge agreements (“floating lien” pledge agreement) over all other unencumbered Mexican assets (eitheridentified or not identified or otherwise pledged or mortgaged infavor of the Collateral Agent, including specific pledges of ownedaircraft and engines and intellectual property rights) and (iii) otherMexican law security documents to be mutually agreed upon. The Definitive Debt Documents shall be negotiated in good faith,shall be based on a precedent to be mutually agreed (which in anyevent shall not be the definitive documentation for the DIP Facility)and shall contain the terms and conditions set forth in this Exit DebtTerm Sheet and, to the extent any terms are not set forth in this ExitDebt Term Sheet, shall otherwise be usual and customary for transactions of this kind, reflecting the operational and strategicrequirements of the Issuer in light of its capital structure, size,industries, operations, practices and geographic locations (it beingagreed that the collateral documents shall be consistent with theterms and conditions set forth in this Exit Debt Term Sheet and startwith the forms of the collateral documents with respect to the DIPFacility). The Definitive Debt Documentation shall contain onlythose payments, conditions to purchase, mandatory offer to repurchase, representations, warranties, covenants and events ofdefault and other terms and conditions expressly set forth in thisExit Debt Term Sheet in each case, applicable to the Issuer and itssubsidiaries (it being understood that PLM shall not be deemed asubsidiary prior to becoming a direct or indirect wholly-ownedsubsidiary of the Issuer), and with standards, qualifications,thresholds, exceptions, “baskets” and grace and cure periodsconsistent with the Documentation Principles. The foregoing provisions, collectively, the “Documentation Principles”. Certain Defined Terms: “First Lien Leverage Ratio” shall mean, as of any date ofdetermination, the ratio of (1) Funded First Lien Indebtedness as ofsuch date of determination, minus unrestricted (other than restricted in favor of the Collateral Agent) cash and cash equivalentsof the Issuer and its subsidiaries to (2) consolidated EBITDAR of theIssuer and its subsidiaries, in each case with such pro formaadjustments to Funded First Lien Indebtedness and consolidatedEBITDAR as are appropriate and consistent with the pro formaadjustment provisions set forth in the Definitive Debt Documentation. “Funded First Lien Indebtedness” means, without duplication,funded total indebtedness of Issuer and its subsidiaries that issecured by a lien on any assets of the Issuer and its subsidiaries(which shall include, for the avoidance of doubt, aircraft-relatedsecured indebtedness) minus the portion of such indebtedness that

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is secured by a lien on the Collateral, which liens are expresslysubordinated or junior to the liens on the Collateral securing theobligations under the Definitive Debt Documentation. “Senior Secured Leverage Ratio” shall mean, as of any date ofdetermination, the ratio of (1) funded total indebtedness securedby a lien on any assets of the Issuer and its subsidiaries as of suchdate of determination, minus unrestricted (other than restricted infavor of the Collateral Agent) cash and cash equivalents of theIssuer and its subsidiaries to (2) consolidated EBITDAR of the Issuerand its restricted subsidiaries, in each case with such pro formaadjustments to funded total indebtedness and consolidated EBITDAR as are appropriate and consistent with the pro formaadjustment provisions set forth in the Definitive Debt Documentation. “Total Leverage Ratio” shall mean, as of any date of determination,the ratio of (1) funded total indebtedness (which shall include, forthe avoidance of doubt, aircraft-related indebtedness) as of suchdate of determination, minus unrestricted (other than restricted infavor of the Collateral Agent) cash and cash equivalents of theIssuer and its subsidiaries to (2) consolidated EBITDAR of the Issuerand its subsidiaries, in each case with such pro forma adjustmentsto funded total indebtedness and consolidated EBITDAR as areappropriate and consistent with the pro forma adjustment provisions set forth in the Definitive Debt Documentation. Purpose/Use of Proceeds: The Issuer shall use the proceeds of (a) the Notes Purchase AmountA only for the purpose of (i) repaying Tranche 1 of the DIP Facility,(ii) certain working capital and general corporate purposes of theNote Parties; (iii) interest, premiums, fees and expenses payablehereunder to the holders of First Lien Notes, the Trustee and theCollateral Agent as provided under the Definitive Debt Documentsand, (iv) other transactions not prohibited by the terms of theDefinitive Debt Documents and (v) to fund cash distributions tounsecured creditors and (b) the Notes Purchase Amount B only forthe purposes of financing the PLM Stock Participation Transactionand paying the fees and expenses related thereto. Maturity Date: The First Lien Notes will mature on the date that is five (5) yearsafter the issuance of the First Lien Notes on the Closing Date (the“Maturity Date”). Amortization: None. Interest Rates and Fees: As set forth in Annex I. Closing Date: The date on which the Closing Conditions set forth on Section A of

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Exhibit B attached to the Debt Commitment Letter are satisfied orwaived by the Debt Commitment Parties (the “Closing Date”). Funding Protection: Customary for financing of this type, including compensation forincreased costs and compliance with capital adequacy and otherregulatory restrictions. Security and Priority: The Note Parties shall grant security interests and liens (collectively,the “Liens”) in all of its rights, title and interests in all of its property,whether real or personal, tangible or intangible, now existing orhereafter acquired, including, without limitation, unencumberedaircraft (subject to the succeeding proviso), inventory, equipment,fixtures, leasehold interests, commercial tort claims, depositaccounts, investment property, documents, accounts, chattel paper(whether electronic or tangible), intercompany loans, generalintangibles (including patents, trademarks and other intellectualproperty), instruments, business interruption insurance, supportingobligations and proceeds of all of the foregoing (collectively, the“Collateral”), provided that the Collateral shall not include(collectively, the “Excluded Assets”) property that cannot be subjectto liens pursuant to applicable law, rule, contract or regulation(including any requirement to obtain the consent (except in respectto PLM if it is not a direct or indirect wholly-owned subsidiary of theIssuer, after the use of commercially reasonable efforts to obtainsuch consent) of any governmental authority (other than any authorization from the Mexican Federal Agency of Civil Aeronauticsto grant a mortgage in respect of owned aircraft) or third party,unless such consent has been obtained), or restrictions of contract(including federal concessions or rights of use of landing andtake-off in airports in saturation conditions which were published bythe General Directorate of Civil Aeronautics on September 29, 2017(Bases generales para la asignación de horarios de aterrizaje ydespegue en aeropuertos en condiciones de saturación publicadaspor la Dirección General de Aeronáutica Civil en el DOF el 29 deseptiembre de 2017)) existing on the Closing Date or the time ofentry of such contract (other than to the extent such restriction isineffective under the UCC or other applicable law); and otherspecified excluded property to be agreed. In addition, in no event shall any of the following be required (a)control agreements or control or similar arrangements on accountslocated outside the United States, (b) collateral assignments ofcontractual rights under agreements with the Export-Import Bank ofthe United States or any other lessor of aircraft, engines or otherequipment, or (c) mortgages on fee owned real property or leasehold property. Notwithstanding the foregoing, once PLM becomes a direct or

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indirect wholly-owned subsidiary of the Issuer, the equity interestsin PLM shall be included in the Collateral and PLM shall grant a lienon its Collateral (other than Excluded Assets) to secure the First LienNotes. Call Protection: Prior to the second anniversary of the Closing Date, any redemptionof the First Lien Notes shall be subject to a T+50 make-whole. On or after the date that is the second anniversary of the ClosingDate, the First Lien Notes may be redeemed at the following redemption prices: i. on the date that is the second anniversary of the ClosingDate and during the twelve-month period thereafter, at par plus one half of coupon; ii. one the date that is the third anniversary of the ClosingDate and during the twelve-month period thereafter, at par plus one quarter of coupon; iii. on the date that is the fourth anniversary of the ClosingDate and thereafter, at par In any event, the Issuer may, at any time prior to the secondanniversary of the Closing Date, redeem up to 35% of the aggregateprincipal amount of the First Lien Notes (x) with the proceeds ofnew equity at a redemption price of par plus one half of coupon or(y) with the proceeds of the incurrence of unsecured indebtedness bythe Issuer, at a redemption price of par plus one coupon. In addition to the applicable redemption prices described above,the Issuer will pay accrued and unpaid interest to, but excluding,the redemption date. Mandatory Offer to Repurchase: Prior to the Maturity Date, the Issuer shall make the followingmandatory offer to repurchase the First Lien Notes upon receipt byany Note Party of net proceeds from the following (subject tocertain basket amounts to be negotiated in the Definitive DebtDocuments, customary reinvestment rights, and subject to applicable repayment priorities, and provided that each holder ofFirst Lien Notes shall have the right to accept or reject any suchoffer to repurchase in their individual discretion): i. Asset Sales: Offer to purchase First Lien Notes in an amount equal to 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by theNote Parties made in reliance of the General Disposition Basket, that are in excess of $5 millionper transaction (or series of related transactions), and subject to the right of the Issuer to reinvest 100% of such

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proceeds (including to make permitted acquisitions and other investments), if such proceeds are reinvested (or committed to be reinvested) within 12 months and, if so committed to be reinvested, so long as such reinvestment is actually completed within the later of such 12 months or 180 days after such commitment, and other exceptions to be set forth in the Definitive Debt Documentation, includingexceptions and carve outs for aircraft and other assets where a first priority lien has been granted in favor of a third party; ii. Insurance Proceeds: Offer to purchase First Lien Notes in anamount equal to 100% of the net cash proceeds of insurance paid on account of any loss of any Collateral; andiii. Incurrence of Indebtedness: Offer to repurchase First LienNotes in an amount equal to 100% of the net cash proceeds received from the incurrence of indebtedness by the Note Parties that is not otherwise explicitly permitted under theFirst Lien Notes. iv. Change of Control: Offer to repurchase First Lien Notes inan amount equal to 101% of the outstanding principal amount of the First Lien Notes, plus all accrued and unpaid interest thereon, upon the occurrence of a change of control. The Issuer shall make a mandatory offer to repurchase the NotesPurchase Amount B in an amount equal to 101% of the outstandingprincipal amount of the Notes Purchase Amount B, plus all accruedand unpaid interest thereon, if the acquisition of PLM is notconsummated within 6 months of the Closing Date; provided thateach holder of Notes Purchase Amount B shall have the right toaccept or reject any such offer to repurchase in their individualdiscretion). Representations and Warranties: The Definitive Documents shall contain representations andwarranties customary for financings of this type, subject toappropriate exceptions and qualifications, and shall be limited tothe following: organization; powers; authorization; enforceability;financial statements; subsidiaries; ownership of property; intellectual property; licenses and permits (including regarding slotsand routes); litigation; compliance with laws and regulations(including the regulations issued by the Federal Agency of CivilAeronautics (Agencia Federal de Aviación Civil—AFAC) and theFederal Aviation Administration), no conflict with laws, charterdocuments or material contractual obligations; governmental andthird-party approvals, use of proceeds; insurance; taxes (excludingcertain airport fees); no material misstatements; employee benefitplans; environmental matters; labor matters; no default; USAPATRIOT ACT; OFAC; FCPA; bank accounts; and creation, validity,perfection and priority of security interests, to the extent permitted

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under applicable law; absence of liens; Investment Company Act;margin regulations; absence of material adverse change since thePetition Date (it being understood and agreed that the Chapter 11Cases and the events resulting therefrom shall not constitute aMaterial Adverse Effect); compliance with reporting obligations;internal controls over reporting and disclosure; and arm’s lengthtransaction. Affirmative Covenants: The Definitive Debt Documents shall contain affirmative covenantscustomary for financings of this type, subject to appropriateexceptions and qualifications to be agreed upon, and be limited tothe following: (a) Delivery of quarterly (within 60 days after the end of thefirst three fiscal quarters of each fiscal year) and annual (within 120 days after each completed fiscal year) financialstatements, with annual financial statements accompanied by an opinion of an independent accounting firm; (b) Notification to the Trustee of any Event of Default and certain other customary material events; and (c) Additional Guarantors and Grantors; (d) Payment of First Lien Notes; (e) Maintenance of registrar and paying agent; (f) Corporate existence; (g) Payment of taxes and other claims; (h) Compliance certificate; (i) Further assurances with respect to maintenance of liens onCollateral; and (j) Reports to holders. Negative Covenants: To be set forth in the Definitive Debt Documentation, limited to thefollowing and those items listed on Annex II attached hereto, eachsubject to exceptions, carve-outs and qualifications to be agreed: (a) Limitation on incurrence of indebtedness, with the “RatioDebt” incurrence provisions set forth on Annex II hereto; (b) Limitation on liens (including exceptions for “Ratio Liens”set forth in Annex II hereto); (c) Limitation on sales of Collateral outside ordinary course ofbusiness; (d) Limitation on investments, restricted payments and repayments and redemptions of junior lien, unsecured and/or payment subordinated debt above a threshold to be agreed and with more than 12 months left to maturity, which shall allow for restricted payments under a builder basket based on (x) 50% of cumulative Consolidated Net Income (to be defined in the Definitive Debt

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Documentation) (or, if Consolidated Net Income is a deficit, zero for such fiscal quarter) plus (y) the greater of$25 million and 2.5% of consolidated EBITDAR as of the most recently ended four fiscal quarter period for which financial statements have been delivered (and after giving effect to any acquisition consummated concurrently therewith and all other appropriate pro forma adjustment events) (“TTM EBITDAR”); (e) Limitations on transactions with affiliates, subject to athreshold of $10 million; (f) Limitations on mergers and fundamental changes; (g) Limitations on amendments to documents governing junior lien, unsecured and/or payment subordinated debt; and (h) No use of proceeds in violation of customary anti-corruption, anti-money laundering and sanctions laws. Events of Default: Definitive Debt Documentation will include events of default(“Events of Default”) usual and customary for facilities of this type,with materiality thresholds, baskets and other exceptions andqualifications to be reasonably agreed, and shall be limited to thefollowing: (i) nonpayment of principal, interest, fees or otheramounts (with a five-day grace period for non-principal amounts);(iii) violation of covenants (subject, in the case of certain of suchcovenants, to a thirty day grace period); (iv) cross-payment defaultat stated maturity and cross-acceleration to material indebtednessin an outstanding principal amount of $50 million or more; (v)bankruptcy or other insolvency events of the Issuer or any materialsubsidiary (with a customary grace period for involuntary events);(vi) monetary judgment defaults involving amounts of $50 million ormore; (vii) actual invalidity or invalidity asserted by the Issuer or anyGuarantor of material guarantees or security documents and (viii)prior to PLM becoming a direct or indirect wholly owned subsidiaryof the Issuer, the Issuer and its subsidiaries, directly or indirectly(including through the trust owning the equity interests of PLM orotherwise) or the directors of PLM appointed by the Issuer or any ofits subsidiaries approve, otherwise consent to or otherwise fail todisapprove or vote against any transaction by virtue of which PLMincurs indebtedness for borrowed money or liens securing indebtedness for borrowed money in an aggregate amount in excess of the greater of $50 million or 100% of PLM’s EBITDA as ofthe most recently ended four fiscal quarter period for whichfinancial statements have been delivered. Listing: The Issuer shall use commercially reasonable efforts to list the FirstLien Notes on a securities exchange such that the First Lien Notesare considered publicly issued under Mexican’s Income Tax Law andto comply with any undertakings required by such securities exchange in connection with the First Lien Notes and to furnish to itall such information as the rules of such securities exchange may

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require in connection with the listing of the First Lien Notes. Taxes: All payments in respect of the First Lien Notes made by the NoteParties shall be made free and clear of any taxes (other than taxeson overall net income or franchise taxes imposed in lieu of netincome taxes), imposts, levies, duties, charges, fees, assessments,withholdings (including backup withholding) or other deductionswhatsoever (“Taxes”), except as required by law. If any such Taxesare so imposed on any payments in respect of the First Lien Notes,the Note Parties shall withhold or deduct such Taxes, as applicable,and remit the full amount of such Taxes to the corresponding taxauthorities and, with respect to such Taxes imposed by Mexico orby a jurisdiction where the Issuer or a Guarantor is considered to beincorporated or resident if other than Mexico, shall (subject tocustomary exclusions) pay such additional amounts as may be necessary so that every net payment of amounts due hereundershall be equal to the amounts that would have been receivable inthe absence of such deduction or withholding; provided that, withrespect to payments (other than payments made under the Commitment Letter that are not treated as interest for Mexican taxpurposes, as determined by the Issuer) the Note Parties shall haveno obligation to pay such additional amounts in respect of Taxes tothe extent of the portion of such Taxes that are withheld ordeducted at a rate in excess of 10%. Holders of First Lien Notes willfurnish to the Trustee, to the extent applicable, appropriatecertificates or other evidence of exemption from U.S. federal taxwithholding and reduction of Mexican withholding tax under anyapplicable tax treaty. The parties will agree on the appropriate tax treatment of thecontemplated transactions and will use commercially reasonableefforts to ensure that the Issuer and each holder of First Lien Notes(whether on its own behalf or that of its direct or indirect owners)has sufficient information to timely and accurately satisfy its taxreporting obligations in respect of the contemplated transactions. The parties will agree that upon a change in tax law that is adverseto the Issuer, the First Lien Notes may be redeemed, in whole or inpart, in each case, at the option of the Issuer, at par and withoutpremium or penalty, upon three business days’ notice. DTC Eligibility: The Issuer will obtain a CUSIP number for the First Lien Notes andmake the First Lien Notes DTC eligible, represented by permanentglobal notes in fully registered form without interest coupons and todeposit them with the Trustee as a custodian for DTC, as depositary,and register them in the name of a nominee of such depositary, andmake them freely tradable, subject to securities law.

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Rating: The Issuer shall use commercially reasonable efforts to obtain, atthe expense of the Note Parties, public ratings (but no specificratings) of the First Lien Notes from Moody’s and S&P within 45days after the Closing Date. Governing Law and Jurisdiction: State of New York (and, to the extent applicable, the BankruptcyCode), other than collateral documents governed by Mexican law,which shall be governed by Mexican law. Holders: The notes will be offered and sold to institutional “accreditedinvestors” within the meaning of Rule 501 under the Securities Actof 1933, as amended (the "Act"), qualified institutional buyers in theUnited States as defined in Rule 144A under the Act, and to personsin offshore transactions in reliance on Regulation S under the Act. The notes have not been registered under the Act or any statesecurities laws, and may not be offered or sold in the United Statesor to U.S. persons absent registration or an applicable exemptionfrom the registration requirements.

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Annex I Interest Rate: 7.758.50% payable in cash, stepping down to 7.25% upon the pledge in favor ofthe Collateral Agent of the equity interests of PLM. Interest and all fees will be payable in arrears on the basis of a 360-day year,calculated on the basis of the actual number of days elapsed. Interest will bepayable quarterly and upon redemption. Default Interest Rate: Automatically after the occurrence of any Event of Default, the applicableinterest rate (“Default Interest Rate”) shall be the applicable interest rate plus2%, which shall accrue on all overdue principal and other Obligations and whichshall be due immediately and payable on demand; provided, however, that theDefault Interest Rate shall not exceed the maximum interest rate permitted byapplicable law.

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Annex II Item Term Indebtedness/Liens The Definitive Debt Documentation will permit Ratio Debt/Liens1. Ratio Debt/Liens and Ratio not to exceed the sum of: Acquisitions Debt/Liens (w) to the extent the PLM Stock Participation Transaction isnot consummated on or within six months after the Closing Dateand solely for purposes of financing the PLM Stock ParticipationTransaction after the Closing Datethereafter, (i) $375 millionminus (ii) the aggregate principal amount of the First Lien Notesissued on the Closing Date with respect to Notes Purchase Amount B, if any,that has not been repurchased by Issuer pursuant to the last sentence of “Mandatory Offer to Repurchase” section of this term sheet (including as a result ofthe declination by any holder to accept such repurchase offer),minus (iii) the amount of the New Common Shares (as defined onthe Equity Commitment Letter”), if any, issued by the Borrower inconnection with the “PLM Upsizing” (as defined on the term sheet attached to the Equity Commitment Letter); (x) (i) either (1) to the extent the PLM Stock ParticipationTransaction is consummated on the Closing Date and as a result,clause (w) above is not available, the greater of $150 million and11.25% of TTM EBITDAR or (2) the greater of $100 million and7.5% of TTM EBITDAR, minus (ii) $150 million (such amounts described in this clause (x), collectively, which shall be deemedzero if as so determined would be less than zero, the “FixedAmount”); (y) an unlimited amount, so long as on a pro forma basis after giving effect to the incurrence of any such Ratio Debt (andafter giving effect to any acquisition consummated concurrentlytherewith and all other appropriate pro forma adjustment eventsbut without giving effect to the cash proceeds of such Ratio Debtthen being incurred), (1) with respect to indebtedness secured bythe Collateral on a pari passu lien basis with the First Lien Notes,the First Lien Leverage Ratio (as defined below) is equal to or lessthan 2.25:1.00; (2) with respect to indebtedness secured by theCollateral on a junior lien basis to the First Lien Notes, the SeniorSecured Leverage Ratio (as defined below) is equal to or less than3.25:1.00; and (3) with respect to unsecured indebtedness, theTotal Leverage Ratio is equal to or less than 4.25:1.00 (the “RatioAmount”); and (z) an amount equal to all optional redemption or repurchases (in an amount equal to cash actually paid in

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Item Term connection with any such repurchase) of First Lien Notes, in eachcase, that are secured by the Collateral on a pari passu lien basiswith the First Lien Notes and to the extent such prepayment,repurchase and/or redemption is not made with the proceeds ofany long-term indebtedness (excluding, for the avoidance of doubt, proceeds of any revolving credit facility) (the “PrepayAmount”); it being understood that (A) at the Issuer’s option, the Issuer shallbe deemed to have used capacity under Ratio Amount (to the extent compliant therewith) before capacity under the Fixed Amount and Prepay Amount, and capacity under the Prepay Amount shall be deemed to be used before capacity under the Fixed Amount, (B) Ratio Debt may be incurred under clauses (x),(y) and (z) above, and proceeds from any such incurrence underclauses (x), (y) and (z) above, may be utilized in a single transaction or series of related transactions by, at the Issuer’soption, first calculating the incurrence under clause (y) above(without inclusion of any amounts to be utilized pursuant toclause (x) or (z)) and then calculating the incurrence under clause(z) above (without inclusion of any amounts to be utilized pursuant to clause (x)), as applicable and (C) in the event that anyRatio Debt (or a portion thereof) incurred under the Fixed Amount or the Prepay Amount subsequently meets the criteria ofindebtedness incurred under the Ratio Amount, the Issuer, in itssole discretion, at such time may divide and classify any suchindebtedness as indebtedness incurred under the Ratio Amount,and the Fixed Amount or Prepay Amount, as the case may be, shall be deemed to be increased by the amount so reclassified;provided that solely for the purpose of calculating the First LienLeverage Ratio, Senior Secured Leverage Ratio or Total LeverageRatio to determine the availability of Ratio Debt/Liens at the timeof incurrence, any cash proceeds from any Ratio Debt being incurred at such test date in calculating such First Lien LeverageRatio, Senior Secured Leverage Ratio or Total Leverage Ratio shallbe excluded. In addition: (i) no event of default would exist immediately after givingeffect thereto (except in connection with permitted acquisitionsor investments, where no payment or bankruptcy event of default shall be the standard); (ii) solely with respect to the debt/liens incurred in relianceon clause (w) above, the final maturity date of any such debt shallbe no earlier than the latest final maturity date of the thenoutstanding First Lien Notes and the weighted average life tomaturity of such debt shall be not shorter than the then longest

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Item Term remaining weighted average life to maturity of the then outstanding First Lien Notes; (iii) subject to the last paragraph of this section, the RatioDebt will have the same guarantors as, and if secured, shall besecured on a pari passu basis or junior basis by the same Collateral securing, the First Lien Notes; (iv) any Ratio Debt that is secured on a pari passu basis withthe First Lien Notes may share ratably (or on a lesser basis butnot on a greater than pro rata basis) with respect to any mandatory redemption or prepayments of the First Lien Notes (other than mandatory prepayments resulting from a refinancingof any facility which may be applied exclusively to the facilitybeing refinanced) and any other Ratio Debt may only be subjectto mandatory prepayment provisions, if any, that are customaryfor the relative ranking; and (v) except as otherwise specified above, any Ratio Debt shallbe on terms and pursuant to documentation to be agreed between the Issuer and the applicable purchasers or lenders providing the Ratio Debt. The Definitive Debt Documentation will include a shared basketof the greater of $25 million and 2.5% TTM EBITDAR on Ratio Debt/Liens and Ratio Acquisition Debt/Liens that may be incurredby subsidiaries that are not Guarantors and Ratio Debt/Liens andRatio Acquisition Debt/Liens that may be secured by non-Collateral assets of the Issuer or any of its subsidiaries;provided, however, such basket may not be used to incur in debtguaranteed by PLM or secured by equity interests in PLM for solong as PLM is not a Guarantor. Unlimited for assets used or useful in the business. Purchase Money / Capital 2. Basket to be defined in the Definitive Debt Documentation toLease Obligations include capital leases, operating leases and purchase money financing of aircraft, engines and other equipment. 3. General Debt/Liens Basket Greater of $50 million and 7.5% of TTM EBITDAR. 4. Non-Guarantor Debt Greater of $50 million and 5% of TTM EBITDAR. 5. Joint Ventures Debt Greater of $50 million and 5% of TTM EBITDAR. 6. Receivables Financing Unlimited, provided that such indebtedness is non-recourse. 7. Hedging Unlimited non-speculative hedging. Uncapped if unsecured. If secured, subject to a cap of $100 8. Letters of Credit million.

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Item Term 9. Bank Guarantees Unlimited if in the ordinary course of business. 10. Sale Leaseback Transactions Unlimited for assets used or useful in the business. Greater of $125 million and 11.25% TTM EBITDAR, which may be11. Working Capital Facilities secured by assets that are not Collateral. To include basket for indebtedness and liens existing on the12. Debt/Liens Existing at Closing Closing Date (other than the DIP Facility) and consistent with theChapter 11 Plan and permitted refinancings thereof. Debt/Liens in Connection Permit unlimited indebtedness/liens assumed (but not incurred)13. with Acquisition of PLM in connection with the acquisition of PLM. Asset Sales Uncapped, subject to 75% cash consideration for dispositions inexcess of $10 million per transaction (or series of related transactions), and subject to the right of the Issuer to reinvest100% of such proceeds (including to make permitted acquisitionsand other investments), if such proceeds are reinvested (or 14. General Basket committed to be reinvested) within 12 months and, if so committed to be reinvested, so long as such reinvestment is actually completed within the later of such 12 months or 180days after such commitment, and other exceptions to be set forth in the Definitive Debt Documentation. Unlimited if in connection with a permitted sale leaseback 15. Sale Leaseback Transactions transaction. Sale of Receivables as part of 16. Unlimited. Securitization Facilities Unlimited dispositions to comply with governmental authorities. Unlimited dispositions of spare parts and engines permitted 17. Others under aircraft financing agreements. Unlimited ability to abandon routes and slots. Restricted Payments 18. General Basket Greater of $50 million and 5% of TTM EBITDAR. Greater of 5% of the Issuer’s market capitalization and 5% of the19. Permitted IPO Distributions net proceeds received by (or contributed to) the Issuer from suchqualified public offering in any fiscal year Unlimited Restricted 20. Subject to Total Leverage Ratio less than or equal to 3.50:1.00Payments Restricted Debt Payments

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Item Term 21. General Basket Greater of $50 million and 5% of TTM EBITDAR. Unlimited Restricted Debt 22. Subject to Total Leverage Ratio less than or equal to 3.50:1.00Payments If PLM Stock Participation Transaction is not consummated onRepayment of Prepetition the Closing Date, restricted debt payments in an amount equal to23. Debt Owed to PLM the amount of prepetition debt owed by the Issuer or itssubsidiaries to PLM existing on the Closing Date. Permitted Investments Investments in Amount to be agreed. This limit shall not apply to the acquisition24. non-Guarantor Subsidiaries of PLM. 25. Investments in Joint Ventures Greater of $50 million and 5% of TTM EBITDAR. 26. General Basket Greater of $50 million and 5% of TTM EBITDAR. Investments in Similar 27. Greater of $50 million and 5% of TTM EBITDAR. Business 28. Unlimited Investments Subject to Total Leverage Ratio less than or equal to 3.50:1.0029. Advances to Employees $10 million Investments Existing at To include basket for investments existing on the Closing Date30. Closing and consistent with the Chapter 11 Plan. The acquisition of the remaining equity interests in PLM is 31. Investments in PLM permitted.

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Exhibit B Conditions Precedent to Closing A. Subject to Section B below with respect to Notes Purchase Amount B, theThe issuance andpurchase of the First Lien Notes (including Notes Purchase Amount A and Notes PurchaseAmount B) shall be subject solely to the satisfaction or waiver by the Debt CommitmentParties of the following conditions (it being understood that the failure to satisfy theadditional condition set forth in Section B below shall not affect the Debt CommitmentParties’ obligations to purchase First Lien Notes in any amount equal to the Notes PurchaseAmount A):: 1. Prior to, or substantially concurrently with, the purchase of the First Lien Notes, theconsummation of the Equity Financing (as defined in the Equity Commitment Letter) onterms substantially consistent with the Equity Commitment Letter and the SubscriptionAgreement, as amended, waived, modified or otherwise supplemented from time to timein any manner not materially adverse to the interest of the Debt Commitment Parties;2. the execution and delivery by the Note Parties, the Debt Commitment Parties and eachother party thereto of the Definitive Debt Documentation; 3. all documents and instruments required to create and perfect the Collateral Agent’ssecurity interest in the Collateral shall have been executed and delivered and, ifapplicable, be in proper form for filing; 4. the Trustee, the Collateral Agent and the Debt Commitment Parties shall have received,at least three (3) Business Days prior to the Closing Date, all documentation and otherinformation about the Issuer and the Guarantors that shall have been reasonably requestedby the Trustee, the Collateral Agent or the Debt Commitment Parties in writing at least10 Business Days prior to the Closing Date and that the Trustee, the Collateral Agent orthe Debt Commitment Parties reasonably determine is required by United Statesregulatory authorities under applicable “know your customer” and anti-money launderingrules and regulations, including without limitation the PATRIOT Act including, if theIssuer qualifies as a “legal entity customer” under the Beneficial Ownership Regulation(as defined below), a Beneficial Ownership Certification (as defined below) in relation tothe Issuer. “Beneficial Ownership Certification” means a certification regardingbeneficial ownership required by the Beneficial Ownership Regulation (as definedbelow), which certification shall be substantially similar in substance to the form ofCertification Regarding Beneficial Owners of Legal Entity Customers included asAppendix A to the Beneficial Ownership Regulation. “Beneficial OwnershipRegulation” means 31 C.F.R. § 1010.230; 5. delivery to the Trustee, the Collateral Agent and the Debt Commitment Parties of thefollowing: customary New York and Mexican law legal opinions, customary officer’sclosing certificates, organizational documents, customary evidence of authorization andgood standing certificates in jurisdictions of formation/organization (to the extentapplicable), in each case with respect to the Issuer and the Guarantors;#94685535v41

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6. all fees required to be paid on the Closing Date, pursuant to the Debt Commitment Letter,including the Debt Commitment Premium and the Reimbursed Fees and Expensesrequired to be paid on the Closing Date pursuant to the Debt Commitment Letter, andwith respect to the Reimbursed Fees and Expenses, to the extent invoiced at least threeBusiness Days prior to the Closing Date (except as otherwise reasonably agreed by theIssuer), shall, upon the issuance of the First Lien Notes, have been, or will besubstantially simultaneously, paid (which amounts may be offset against the proceeds ofthe First Lien Notes); 7. the pro forma liquidity (defined as the aggregate amount of balance sheet cash and cashequivalents of the Issuer and its subsidiaries) on the Closing Date shall not be less than$175 million; 8. no default or Event of Default shall have occurred and be continuing nor shall any suchdefault or Event of Default occur by reason of the issuance or purchase of the First LienNotes or the application of proceeds thereof; 9. the representations and warranties set forth in the Definitive Debt Documentation shall betrue and correct in all material respects (except that any representation and warranty thatis qualified as to “materiality” is true and correct in all respects) on the Closing Date,except to the extent such representations and warranties expressly relate to an earlier date,in which case, such representations and warranties shall have been true and correct in allmaterial respects (except that any representation and warranty that is qualified as to“materiality” shall have been true and correct in all respects) as of such earlier date;10. the Bankruptcy Court shall have entered an order confirming the Chapter 11 Plan (the“Confirmation Order”), and such Confirmation Order shall be a Final Order;111. all conditions to the Confirmation Order and the effective date of the Chapter 11 Plan(the “Plan Effective Date”) shall have been satisfied or waived by the applicable parties;12. no law or order shall have been enacted, adopted or issued by a governmental entity ofcompetent authority that prohibits the implementation of the Chapter 11 Plan or thetransactions contemplated by the Debt Commitment Letter and the Exit Term Sheet;1 “Final Order” means an order of the Bankruptcy Court or a court of competent jurisdiction that has beenentered on the docket maintained by the clerk of such court, which has not been reversed, vacated, or stayed and asto which (i) the time to appeal, petition for certiorari, or move for a new trial, reargument, or rehearing has expiredand as to which no appeal, petition for certiorari, or other proceedings for a new trial, reargument, or rehearing shallthen be pending, or (ii) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought,such order shall have been affirmed by the highest court to which such order was appealed, or certiorari shall havebeen denied, or a new trial, reargument, or rehearing shall have been denied or resulted in no modification of suchorder, and the time to take any further appeal, petition for certiorari, or move for a new trial, reargument, orrehearing shall have expired; provided that no order shall fail to be a “Final Order” solely because of the possibilitythat a motion under Rules 59 or 60 of the Federal Rules of Civil Procedure (as promulgated by the United StatesSupreme Court under section 2072 of title 28 of the United States Code), under any analogous Federal Rules ofBankruptcy Procedure (as promulgated by the United States Supreme Court under section 2075 of title 28 of theUnited States Code) (or any analogous rules applicable in another court of competent jurisdiction) or under sections502(j) or 1144 of the Bankruptcy Code has been or may be filed with respect to such order. #94685535v41

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13. the Plan Effective Date shall have occurred or to be deemed to have occurredconcurrently with the Closing Date; 14. the Exit Financing Approval Order shall have been entered by the Bankruptcy Court inform and substance reasonably acceptable to the Debtors and the Required DebtCommitment Parties; and 15. no MAE2 shall have occurred. B. The issuance and purchase of the First Lien Notes with respect to Notes Purchase Amount Bshall be subject to the satisfaction or waiver by the Debt Commitment Parties of thefollowing additional condition: prior to, or substantially concurrently with, the issuanceand purchase of the First Lien Notes with respect to Notes Purchase Amount B, theconsummation of the PLM Stock Participation Transaction. 2 “MAE” means a material adverse effect on, and/or material adverse developments that wouldreasonably be expected to result in a material adverse effect with respect to, (a) the business, operations,properties, assets or financial condition of the Company, in each case taken as a whole; or (b) the abilityof the Company, in each case taken as a whole, to perform their material obligations under theSubscription Agreement and any other material agreement contemplated thereby, in the case of each ofclauses (a) and (b), except to the extent arising from or attributable to the following (either alone or incombination): (i) the filing of the Chapter 11 Cases; (ii) any change after the date hereof in global,national or regional political conditions (including hostilities, acts of war, sabotage, terrorism or militaryactions, or any escalation or material worsening of any such hostilities, acts of war, sabotage, terrorism,military actions existing or underway, acts of God or pandemics) or in the general business, market,financial or economic conditions affecting the industries, regions and markets in which the Debtorsoperate, including any change in the United States or applicable foreign economies or securities,commodities or financial markets, or force majeure events or “acts of God”; (iii) COVID-19 and anymutations and evolutions thereof, (iv) the filing of the Chapter 11 Plan and the other documentscontemplated thereby, or any action required by the Chapter 11 Plan that is made in compliance with theBankruptcy Code; (v) any changes in applicable Law or generally accepted accounting principles in theUnited States or Mexico; (vi) declarations of national emergencies in the United States or Mexico ornatural disasters in the United States or Mexico; provided that the exceptions set forth in clauses (ii), (iii),(v) and (vi) of this definition shall not apply to the extent that such described change has adisproportionately adverse impact on the Debtors, taken as a whole, as compared to other companies inthe industries in which the Debtors operate. #94685535v41

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Schedule 1(a) Exit Debt Commitments Debt Commitment Party Exit Debt Commitment [Institution Name] $[●] Total $537,500,000.00762,500,00 0.00 #94685535v41

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Exhibit D Parkhill Declaration

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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 DECLARATION OF HOMER PARKHILL IN SUPPORT OF SUPPLEMENT TO DEBTORS’ EXIT FINANCING MOTION AND NOTICE OF FILING OF REVISED EQUITY AND DEBT COMMITMENT LETTERS I, Homer Parkhill, hereby declare under penalty of perjury as follows: 1. I am the co-head of the North American restructuring practice of Rothschild & Co US Inc. (“Rothschild & Co”), a global financial advisory services and investment banking firm, which has its principal office in North America at 1251 Avenue of the Americas, 33rd Floor, New York, New York 10020. Rothschild & Co has been engaged as a financial advisor to the above-captioned debtors and debtors in possession (collectively, the “Debtors”)2 since June 2020. 2. I am generally familiar with the Debtors’ day-to-day operations, business affairs, financial performance, and restructuring efforts. I submit this declaration (this “Declaration”) in support of the relief requested in the Supplement to Debtors’ Exit Financing Motion and Notice of 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 A detailed description of the Debtors and their businesses, and the facts and circumstances supporting this motion and the Debtors’ chapter 11 cases, are set forth in greater detail in the Declaration of Ricardo Javier Sánchez Baker in Support of the Debtors’ Chapter 11 Petitions and First Day Pleadings (the “First Day Sánchez Declaration”) [ECF No. 20], filed contemporaneously with the Debtors’ voluntary petitions for relief filed under chapter 11 of the Bankruptcy Code on June 30, 2020 (the “Petition Date”).

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Filing of Revised Equity and Debt Commitment Letters (the “Supplement”),3 filed contemporaneously herewith, which—together with the Exit Financing Motion—seek entry of a proposed order (i) authorizing the Debtors’ entry into, and performance under, the Revised Exit Financing Documents and (ii) authorizing the incurrence, payment and allowance of the Exit Financing Obligations as superpriority administrative expense claims. 3. Except where specifically noted, the statements in this Declaration are based on (a) my personal knowledge, belief, or opinion; (b) information I have received from the Debtors’ employees or advisors and/or employees of Rothschild & Co working directly with me or under my supervision, direction, or control; or (c) the Debtors’ records maintained in the ordinary course of their business. I am authorized by the Debtors to submit this Declaration and, if I were called upon to testify, I could and would testify competently to the facts set forth herein. Qualifications 4. Rothschild & Co is a member of one of the world’s leading independent investment banking groups, with over fifty offices in more than forty countries. Rothschild & Co has expertise in domestic and cross-border restructurings, mergers and acquisitions, new capital raises, debt advisory, and other financial advisory and investment banking services. Rothschild & Co has extensive experience representing the interests of debtors, creditors, and institutional investors in business and sovereign restructurings and workouts both in and out of chapter 11, and in representing clients in a wide range of industries. Rothschild & Co is both a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. 3 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Supplement.

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5. I have over 22 years of restructuring, reorganization and strategic advisory expertise, including 19 years at Rothschild & Co. I have restructured over $100 billion of debt, advising U.S. and international debtors and creditors in high-profile restructurings, including PG&E Corporation, Windstream Holdings, Inc., Westinghouse Electric Company LLC, SunEdison Inc., Alpha Natural Resources Inc., NII Holdings, Inc., AMR Corp., OGX and Corporación Geo. My experience also includes substantial distressed merger and acquisition transaction experience as well as an expert witness testimony on financing and valuation matters. Revised Equity and Debt Commitment Letters 6. Rothschild & Co has rendered investment-banking services to the Debtors in connection with restructuring and financing initiatives since June 2020. Additionally, Rothschild & Co has worked closely with the Debtors’ management and retained professionals, including Davis Polk & Wardwell LLP, Sainz Abogados, S.C., AlixPartners, White & Case LLP, and SkyWorks Capital, LLC to evaluate the Debtors’ need for exit financing in preparation for their emergence from bankruptcy. 7. By working with the Debtors to evaluate their financing and strategic alternatives, Rothschild & Co and the Debtors’ other restructuring advisors have become sufficiently knowledgeable about the Debtors’ business, finances, operations, and systems to evaluate the financing necessary to provide stability and a clear pathway to emerge from chapter 11 in a timely and efficient manner, and fund the Debtors’ post-emergence capital needs. As I have more fully described in the Parkhill Declaration, the Exit Financing is critical to the Debtors’ emergence from chapter 11, as it provides the necessary financing to consummate the Chapter 11 Plan and fund the Debtors’ capital needs post-emergence. The Revised Exit Financing Documents will clear the way for the Debtors to achieve their emergence from chapter 11 as a viable reorganized entity and will

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provide the necessary backdrop in determining the optimal capital structure, governance, and operations of the reorganized Debtors through the Chapter 11 Plan. 8. On October 8, 2021, after extensive negotiations, conducted at arm’s length and in good faith, the Debtors filed the Exit Financing Motion seeking entry of an order (a) authorizing the Debtors’ entry into, and performance under, the Debt Financing Commitment Letter; (b) authorizing the Debtors’ entry into, and performance under, the Equity Commitment Letter; (c) authorizing the Debtors’ entry into, and performance under, the Subscription Agreement; and (d) authorizing the incurrence, payment and allowance of related fees, premiums, indemnities, costs and expenses under the Exit Financing Documents, in each case as more fully described in the Exit Financing Motion and the Parkhill Declaration. 9. On October 15, 2021, the Debtors filed the Revised Plan that was updated to reflect the terms set forth in the Exit Financing Documents. However, the terms of the Exit Financing Documents and the Revised Plan, while supported by several key constituencies, was until recently opposed by other key constituencies in these Chapter 11 Cases. Therefore, following the filing of the Exit Financing Motion, the Debtors, the Exit Financing Commitment Parties and several other key stakeholders continued to negotiate the terms of an exit financing package that was consensual and executable so that a consensual plan confirmation would proceed. 10. After tireless good-faith negotiations, the Exit Financing Parties have agreed to the terms of the Revised Equity Commitment Letter. The Debtors and certain of the Exit Financing Parties have also agreed to the terms of the Revised Debt Commitment Letter. 11. Based on the foregoing, it is my belief that the Revised Exit Financing Documents provide for sufficient exit financing for the Debtors to successfully emerge from Chapter 11 and also resolve several other complex matters with broad stakeholder support, which will allow the

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Debtors to continue towards a more consensual and expeditious Plan confirmation. Put simply, this is the only viable path forward for the Debtors to exit these cases positioned for success. [Remainder of page intentionally left blank.]

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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing statements are true and correct to the best of my knowledge, information, and belief. Executed: November 19, 2021 By: /s/ Homer Parkhill Homer Parkhill Partner

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