HTML Document View

Full title: Order Approving the Assumption of Certain Executory Contracts and Unexpired Leases signed on 11/24/2021 (related document(s)[1999]) (White, Greg)

Document posted on Nov 23, 2021 in the bankruptcy, 11 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Unexpired Leases, dated April 20, 2021 [ECF No. 1085] (the “Assumption Procedures Order”); and the Court having jurisdiction to consider the Notice and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the Notice and the requested relief being a core proceeding under 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Notice having been provided in accordance with the Assumption Procedures Order; and no other or further notice need be provided; and the relief requested in the Notice being in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having reviewed the Notice; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1 The Debtors in these cases, along with the last four digits of each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de Mexico, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1.With regard to Contracts to be assumed and assigned, pursuant to section 363(f) of the Bankruptcy Code, the assignment of any Contract shall: (a) be free and clear of (i) all liens (and any liens shall attach to the proceeds in the same order and priority subject to all existing defenses, claims, setoffs, and rights), and (ii) any and all claims (as that term is defined in section 101(5) of the Bankruptcy Code), obligations, demands, guarantees of or by the Debtors, debts, rights, contractual commitments, restrictions, interests, and matters of any kind and nature, whether arising prior to or subsequent to the commencement of these Chapter 11 Cases, and whether imposed by agreement, understanding, law, equity, or otherwise (including, without limitation, claims and encumbrances (A) that purport to give to any party a right or option to effect any forfeiture, modification, or termination of the interest of any Debtor or assignee, as the case may be, in the Contracts, or (B) in respect of any taxes); and (b) constitutes a legal, valid, and effective transfer of such Contract and vests the applicable assignee with all rights, titles, and interests to the applicable Contract. Subject to the other provisions of this Order, the Debtors are hereby authorized in accordance with sections 365(b) and (f) of the Bankruptcy Code to (a) assume and assign to any assignees any applicable Contract, with any applicable assignee being responsible only for the post-assignment liabilities or defaults under the applicable Contract, except as otherwise provided for in this Order, and (b) execute and deliver to any applicable assignee such assignment documents as may be reasonably necessary to sell, assign, and transfer any such Contract.No

List of Tables

Document Contents

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et Case No. 20-11563 (SCC) al., Debtors. (Jointly Administered) ORDER APPROVING THE ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES Upon the notice of assumption of Grupo Aeroméxico, S.A.B. de C.V. and its affiliates that are debtors and debtors in possession in these cases (collectively, the “Debtors”)1, filed on October 27, 2021 [ECF No. 1999] (the “Notice”)2 pursuant to the Order Approving Procedures for the Assumption of Executory Contracts and Unexpired Leases, dated April 20, 2021 [ECF No. 1085] (the “Assumption Procedures Order”); and the Court having jurisdiction to consider the Notice and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the Notice and the requested relief being a core proceeding under 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Notice having been provided in accordance with the Assumption Procedures Order; and no other or further notice need be provided; and the relief requested in the Notice being in the best interests of the Debtors, their estates, their creditors and other parties in interest; and the Court having reviewed the Notice; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1 The Debtors in these cases, along with the last four digits of each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de Mexico, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500. 2 Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to such term in the Notice.

1

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

2

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

3

11. All rights and defenses of the Debtors are preserved, including all rights and defenses of the Debtors with respect to a claim for damages arising as a result of a Contract assumption or assumption and assignment. In addition, nothing in this Order or the Motion shall limit the Debtors’ ability to subsequently assert that any particular Contract is terminated and is no longer an executory contract or unexpired lease, respectively. 12. The Notice and the relief requested therein with respect to the Contracts satisfy Bankruptcy Rules 6006 and 6007. The notice procedures set forth in the Notice with respect to the Contracts are good and sufficient notice and satisfy Bankruptcy Rule 9014 by providing the counterparties to the Contracts with notice and an opportunity to object and be heard at a hearing. 13. Notwithstanding any Bankruptcy Rule, the Local Bankruptcy Rules for the Southern District of New York, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 14. The Debtors and the Clerk of this Court are authorized to take, or refrain from taking, any action necessary or appropriate to implement the terms of, and the relief granted in, this Order without seeking further order of the Court. 15. This Court shall retain exclusive jurisdiction over any and all matters arising from, arising under, or related to the implementation or interpretation of this Motion or Order. Dated: November 24, 2021 New York, New York /S/ Shelley C. Chapman THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

4

SCHEDULE A Assumed Contracts
Table 1 on page 5. Back to List of Tables
Counterparty Debtor
Counterparty
Description of Contract1 Cure
Amount
Assumption Date Address Description of
Material Amendments
Made in Connection
with Assumption
CAE CFT BV Aerovías
de México,
S.A. de
C.V.
1) Operational Lease
Agreement dated as of March
20, 2015 between CAE CFT
BV as lessor and Aerovías de
México, S.A. de C.V. as lessee
2) Training Services
Commercial Agreement dated
March 1st, 2016 between CAE
Inc. and Aerovias de Mexico
S.A. de C.V.
239,931
USD
11/19/2021 Av. Orlanda
Bergamo, 490
Guarulhos, SP,
Brazil CEP
07232-151
1) Term
Extension and
Rent Credits
2) Credits for
Training Costs
CAE CFT BV Aerovías
de México,
S.A. de
C.V.
1) Operational Lease
Agreement dated as of March
20, 2015 between CAE CFT
BV as lessor and Aerovías de
México, S.A. de C.V. as lessee
2) Training Services
Commercial Agreement dated
March 1st, 2016 between CAE
Inc. and Aerovias de Mexico
S.A. de C.V.
867,328,7
28 COP
11/19/2021 Av. Orlanda
Bergamo, 490
Guarulhos, SP,
Brazil CEP
07232-151
1) Term
Extension and
Rent Credits
2) Credits for
Training Costs
1 The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory nature of the Contract, or as to the existence or validity of any claims held by the counterparty or counterparties to such Contract.

5

Table 1 on page 6. Back to List of Tables
CORTES
CASTRO
GREGORIO
HUMBERTO
FERNANDO
Aerovías
de México,
S.A. de
C.V.
Amendment to the Services
Agreement
129,254
MXN
11/19/2021 Jorge jimenez
Cantu #5, San
Sebastian, C.P.
56600, Chalco,
Estado de
México
Term Extension
and Price
Reduction
CSI LEASING
MEXICO S DE
RL DE CV
Aerovías
de México,
S.A. de
C.V.
Master Equipment Lease
Agreement DTD 1/31/2020
44,254
USD
10/27/2021 Insurgentes Sur
1602, INT. Piso
10 Oficina 1002,
COL Benito
Juárez, Benito
Juárez, Ciudad
de México
Mexico C.P.
03940
N/A
ENTSERV
ENTERPRISE
SERVICES
MEXICO S DE
RL DE CV (MXN)
Aerovías
de México,
S.A. de
C.V.
Third Amendment to the IT
Services Agreement
23,330,60
3 MXN
11/19/2021 Prolongación
Reforma 700,
Lomas de Santa
Fe, 01210
México, D.F.
Term Extension,
Termination
Clause and Price
Reduction
ENTSERV
ENTERPRISE
SERVICES
MEXICO S DE
RL DE CV (USD)
Aerovías
de México,
S.A. de
C.V.
Third Amendment to the IT
Services Agreement
1,248,530
USD
11/19/2021 Prolongación
Reforma 700,
Lomas de Santa
Fe, 01210
México, D.F.
Term Extension,
Termination
Clause and Price
Reduction
GRUPO
CONSULMED SA
DE CV
(Aeroliteral)
Aerolitoral,
S.A. de
C.V.
Amendment to the Services
Agreement - Specialized
Services
375,507
MXN
11/19/2021 Cto Economistas
15A
Cto Novelistas Y
Periferico
Ciudad Satelite.
C.P. 53100
Naucalpan De
Juarez, Mex.
Term Extension
and Amendments
Regarding the
Labor Law

6

Table 1 on page 7. Back to List of Tables
GRUPO
CONSULMED SA
DE CV (Aerovias)
Aerovías
de México,
S.A. de
C.V.
Amendment to the Services
Agreement - Specialized
Services
2,181,797
MXN
11/19/2021 Cto Economistas
15A
Cto Novelistas Y
Periferico
Ciudad Satelite.
C.P. 53100
Naucalpan De
Juarez, Mex.
Term Extension
and Amendments
Regarding the
Labor Law
GRUPO
CONSULMED SA
DE CV (Cargo)
Aerovías
Empresa de
Cargo, S.A.
de C.V.
Amendment to the Services
Agreement - Specialized
Services
340,182
MXN
11/19/2021 Cto Economistas
15A
Cto Novelistas Y
Periferico
Ciudad Satelite.
C.P. 53100
Naucalpan De
Juarez, Mex.
Term Extension
and Amendments
Regarding the
Labor Law
HEWLETT
PACKARD
(MXN)
Aerovías
de México,
S.A. de
C.V.
Master Equipment Lease
Agreement DTD 8/1/2007
5,081,495
MXN
10/27/2021 Prolongación
Reforma 700,
Lomas de Santa
Fe, 01210
México, D.F.
N/A
HEWLETT
PACKARD (USD)
Aerovías
de México,
S.A. de
C.V.
Master Equipment Lease
Agreement DTD 8/1/2007
139,400
USD
10/27/2021 Prolongación
Reforma 700,
Lomas de Santa
Fe, 01210
México, D.F.
N/A
IBN
INDUSTRIAS
MILITARES Y
DE ALTA
TECNOLOGIA
BALISTICA SA
Aerolitoral,
S.A. de
C.V.
Amendment to the Services
Agreement - Private Security
Specialized Services
388,002
MXN
11/19/2021 Boulevard
Adolfo Ruiz
Cortinez #3070
Col Jardiens Del
Pedregal
Alcaldia Alvaro
Obregon Cuidad
Term Extension,
Amendments
Regarding the
Labor Law and
Rate Adjustments

7

Table 1 on page 8. Back to List of Tables
DE CV
(Aeroliteral)
De Mexico 1900
Mexico
IBN
INDUSTRIAS
MILITARES Y
DE ALTA
TECNOLOGIA
BALISTICA SA
DE CV (Aerovias)
Aerovías
de México,
S.A. de
C.V.
Amendment to the Services
Agreement - Private Security
Specialized Services
6,447,423
MXN
11/19/2021 Boulevard
Adolfo Ruiz
Cortinez #3070
Col Jardiens Del
Pedregal
Alcaldia Alvaro
Obregon Cuidad
De Mexico 1900
Mexico
Term Extension,
Amendments
Regarding the
Labor Law and
Rate Adjustments
IBN
INDUSTRIAS
MILITARES Y
DE ALTA
TECNOLOGIA
BALISTICA SA
DE CV (Cargo)
Aerovías
Empresa de
Cargo, S.A.
de C.V.
Amendment to the Services
Agreement - Private Security
Specialized Services
2,402,466
MXN
11/19/2021 Boulevard
Adolfo Ruiz
Cortinez #3070
Col Jardiens Del
Pedregal
Alcaldia Alvaro
Obregon Cuidad
De Mexico 1900
Mexico
Term Extension,
Amendments
Regarding the
Labor Law and
Rate Adjustments
JUAN JOSE
RAUL ALDAPE
CASTRO
Aerovías
de México,
S.A. de
C.V.
Amendment to the Agreement
for Textile Washing Services
276,007
MXN
11/19/2021 San Francisco
Figuraco No. 54,
Coyoacan,
Ciudad de
Mexico
Term Extension
LIEBHERR
AEROSPACE
SALINE INC
Aerolitoral,
S.A. de
C.V.
Maintenance Service
Agreement - Landing Gear
Overhaul - Embraer Ejet170-
190 E1 (ATA32)
463,467
USD
10/27/2021 1465 Woodland
Drive, Saline MI
N/A

8

Table 1 on page 9. Back to List of Tables
MERKAFON DE
MEXICO SA DE
CV
(TELEPERFORM
ANCE)
Aerovías
de México,
S.A. de
C.V.
Third Amendment Agreement
Dated September 01, 2021 to
the Contract for the Provision of
Professional Services dated
November 01, 2008
39,019,38
6 MXN
10/27/2021 Santa María La
Purísima 1174,
Apatlaco,
Iztapalapa,
09430, CDMX
Rate Adjustments
and Amendments
Regarding the
Labor Law
PAN AM
INTERNATIONA
L FLIGHT
ACADEMY
Aerovías
de México,
S.A. de
C.V.
Amendment 1 to the Exhibit A
to the Training Services
Agreement
227,738
USD
11/19/2021 5000 NW; 36TH
STREET;
MIAMI
FLORIDA
FLORIDA USA
33122 USA
Price Reduction
PASSUR
AEROSPACE
INC
Aerovías
de México,
S.A. de
C.V.
Procurement: Passur Aerospace
License & Services Agreement
DTD 1/22/2019
108,118
USD
10/27/2021 5750 Major Blvd
Suite 530
Orlando, FL
32819
N/A
RADIOCOMUNI
CACIONES
SAKDA SA DE
CV
Aerovías
de México,
S.A. de
C.V.
First Amendment Agreement
Dated August 04, 2021 (The
"Agreement") to the Service
Provision Agreement Dated
July 18, 2017
43,074
USD
11/19/2021 Oriente 166 num
339 col
Moctezuma 2a
sección
CP 15530
Venustiano
Carranza, CDMX
Amendments
Regarding the
Labor Law
RADIOCOMUNI
CACIONES
SAKDA SA DE
CV
Aerovías
de México,
S.A. de
C.V.
First Amendment Agreement
Dated August 04, 2021 (The
"Agreement") to the Service
Provision Agreement dated July
18, 2017
979,789
MXN
11/19/2021 Oriente 166 num
339 col
Moctezuma 2a
sección
CP 15530
Venustiano
Carranza, CDMX
Amendments
Regarding the
Labor Law
SABRE GLBL
INC
Aerovías
de México,
S.A. de
C.V.
Agreements include:
- 2007 Master Agreement
- Amendment No. 1 to 2007 Master
Agreement
1,292,339
USD
11/19/2021 3150 Sabre Dr,
Southlake, TX
76092, United
States
Rate and Term
Adjustments

9

Table 1 on page 10. Back to List of Tables
- Work Order No. 2 (Schedule, Profit
and Fleet Manager) and previous
amendments 1 - 4
- Amendment No. 5 to Work Order
No.2
- Work Order No. 7 (Movement
Manager) previous amendments 1 - 5
- Amendment No. 6 to Work Order
No.7
- Work Order No. 8 (Flight Explorer)
previous amendments no. 1
- Amendment No. 2 to Work Order
No.8
- Work Order No. 16 (Slot and Code
Share Manager) previous amendments
1 - 4
- Amendment No. 5 to Work Order
No.16
- Work Order No. 24 (Dynamic
Availability)
- Work Order No. 25 (Air Price)
- Application Service Provider
Agreement previous amendments 1 - 6
- Amendment No. 7 to PRISM
Agreement
- 2019 Services Agreement
- Amendment No. 1 to Work Services
Agreement
- Work Order No. 1 (Travel Bank)
- 2019 Distribution Services
Agreement
- 2019 Optional Services Addendums
(“OSAs”)
- 2019 OSA – Associate Access
Agreement
- 2019 OSA – ATPCO Branded Fares
- 2019 OSA – Marketing Information
Data Transfer (MIDT)

10

Table 1 on page 11. Back to List of Tables
- 2019 OSA – Reservations,
Schedules, Travel Agency Settings,
Cost Mgt & Data products
SPAFAX
AIRLINE
NETWORK S
PTE LTD
Aerovías
de México,
S.A. de
C.V.
Agreement Between Spafax and
Aeromexico For Inflight Video
and Audio Entertainment
Services
372,506
USD
10/27/2021 575 Anton Blvd,
Suite 1020, Costa
Mesa, CA 92626.
United States
N/A
TRAVELPORT
GLOBAL
DISTRIBUTION
SYSTEM BV
Aerovías
de México,
S.A. de
C.V.
1) Restated Amendment to the
Travelport International Global
Airline Distribution Agreement,
dated as of October 2021
2) Third Amendment to License
Agreement and Agreement for
Services, dated as of Oct 2021.
0 USD 11/19/2021 300 Galleria
Parkway N.W.,
Atlanta, Georgia
30339 USA
Rate Adjustments
and Term
Extension

11