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Full title: Notice of Presentment of Proposed Order Authorizing Debtors' Entry into the Third DIP Amendment (related document(s)[271]) filed by Timothy E. Graulich on behalf of Grupo Aeromexico, S.A.B. de C.V.. with presentment to be held on 12/7/2021 at 10:00 AM at Courtroom 623 (SCC) Objections due by 12/1/2021, (Graulich, Timothy)

Document posted on Nov 24, 2021 in the bankruptcy, 64 pages and 0 tables.

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Paragraph 17 of the DIP Order provides: “The Loan Parties and the DIP Secured Parties are hereby authorized to enter into agreements, in accordance with the terms of the applicable DIP Loan Documents and without further order of the Court, any amendments to, modifications of, or waivers with respect to any of such DIP Loan Documents (and the payment of any fees, expenses, or other amounts payable in connection therewith) on the following conditions: (i) the amendment, modification, or waiver must not constitute a material change to the terms of such DIP Loan Document; and (ii) copies of the amendment, modification, or waiver must be served upon counsel for the Creditors’ Committee and the U.S. Trustee.The definition of “Maturity Date” in the Credit Agreement is deleted in its entirety and replaced with the following: “Maturity Date” shall mean the date upon which the DIP Facility will mature on the earliest to occur of any of the following: (a) the Scheduled Maturity Date; (b) 30 (thirty) days after the occurrence of a Termination Event; (c) 60 (sixty) days after entry of the Interim DIP Order if the Final DIP Order has not been entered prior to the expiration of such 60- day period; (d) the date of acceleration or termination of any DIP Obligations under the DIP Facility pursuant to an Event of Default; (e) the date of the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code unless otherwise consented to in writing by the Majority DIP Lenders; (f) the date of the appointment of an examiner with expanded powers or a trustee under Section 1101 of the Bankruptcy Code, unless otherwise consented to in writing by the Majority DIP Lenders; (g) filing of a motion by any Debtor which seeks the dismissal, or the entry of an order granting any party’s request for the dismissal, of any of the Chapter 11 Cases, unless otherwise consented to in writing by the Majority DIP Lenders, of any of the Chapter 11 Cases, unless otherwise consented to in writing by the Majority DIP Lenders; (h) the date of consummation of a sale of all, substantially all or a material portion of the DIP Collateral, unless otherwise consented to in writing by the Majority DIP Lenders and (i) the Consummation Date of any Chapter 11 Plan confirmed in the Chapter 11 Cases; provided that the Administrative Agent shall not be deemed to have notice of a Maturity Date occurring pursuant to clauses (c)-(i) of this definition unless it shall have received written notice thereof from the Majority DIP Lenders.Apollo’s Joint Proposal Obligations are subject to the satisfaction, or waiver by Apollo in its sole discretion, of the following conditions: (a) the representations and warranties of the Loan Parties set forth in Section 4 of this Agreement and in each other DIP Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adv

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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 Case No. 20-11563 (SCC) al., Debtors.1 (Jointly Administered) NOTICE OF PRESENTMENT OF PROPOSED ORDER AUTHORIZING DEBTORS’ ENTRY INTO THE THIRD DIP AMENDMENT PLEASE TAKE NOTICE that on August 13, 2020, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) filed the Motion of Debtors for Entry of Interim and Final Orders, Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364, 503, 506, 507 and 552 (I) Authorizing the Debtors to Obtain Secured Superpriority Postpetition Financing, (II) Granting Liens and Superpriority Administrative Expense Claims, (III) Scheduling a Final Hearing, and (IV) Granting Related Relief [ECF No. 271] (the “DIP Motion”). 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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PLEASE TAKE FURTHER NOTICE that the United States Bankruptcy Court for the Southern District of New York (the “Court”) granted the relief requested in the DIP Motion on an interim basis on August 21, 2020 [ECF No. 318] and on a final basis on October 13, 2020 [ECF No. 527] (the “Final DIP Order”). PLEASE TAKE FURTHER NOTICE that on November 6, 2020, the Loan Parties, the DIP Lenders, and the DIP Agent (each as defined in the Final DIP Order, and collectively, the “DIP Parties”) entered into that that certain Super-Priority Debtor-In-Possession Term Loan Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “DIP Credit Agreement”). PLEASE TAKE FURTHER NOTICE that in connection with the Debtors’ exit financing process and plan process, the DIP Parties have agreed to enter into a third amendment to the DIP Credit Agreement, attached hereto as Exhibit A (the “Third DIP Amendment”). PLEASE TAKE FURTHER NOTICE that the Third DIP Amendment does not include any of the enumerated “material changes” in the Final DIP Order which require further court approval 2 and therefore, pursuant to the Final DIP Order, the DIP Parties are authorized to enter 2 Paragraph 17 of the DIP Order provides: “The Loan Parties and the DIP Secured Parties are hereby authorized to enter into agreements, in accordance with the terms of the applicable DIP Loan Documents and without further order of the Court, any amendments to, modifications of, or waivers with respect to any of such DIP Loan Documents (and the payment of any fees, expenses, or other amounts payable in connection therewith) on the following conditions: (i) the amendment, modification, or waiver must not constitute a material change to the terms of such DIP Loan Document; and (ii) copies of the amendment, modification, or waiver must be served upon counsel for the Creditors’ Committee and the U.S. Trustee. Any amendment, modification, or waiver that constitutes a material change, to be effective, must be approved by the Court. For purposes hereof, a “material change” shall mean a change to a DIP Loan Document that operates to shorten the term of the DIP Facility or the maturity of the DIP Obligations, to increase the aggregate amount of the commitments of the DIP Lenders under the DIP Facility, to increase the rate of interest other than as currently provided in or contemplated by such DIP Loan Documents, to add specific Events of Default, or to enlarge the nature and extent of remedies available to DIP Agent following the occurrence of an Event of Default. Without limiting the generality of the foregoing, no amendment of a DIP Loan Document that postpones or extends any date or deadline therein or herein (including, without limitation, the expiration of the term of a DIP Facility), nor any waiver of an Event of Default, shall constitute a “material change” and any such amendment may be effectuated by the Loan Parties and the DIP Secured Parties without the need for further approval of the Court.”

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into—and comply with the terms of—the Third DIP Amendment without a motion seeking additional relief. PLEASE TAKE FURTHER NOTICE that notwithstanding the prior paragraph, pursuant to the revised Equity Financing Commitment Letter [ECF No. 2168, Exhibit A], the Debtors have agreed to seek entry of an order approving the Debtors’ entry into the Third DIP Amendment.3 PLEASE TAKE FURTHER NOTICE that the Debtors will present the Order Authorizing Debtors entry into the Third DIP Amendment (the “Proposed DIP Amendment Order”) to the Honorable Shelley C. Chapman, United States Bankruptcy Judge, for approval and signature on December 7, 2021 at 10:00 a.m. (prevailing Eastern Time). A copy of the Proposed DIP Amendment Order is attached hereto as Exhibit B. PLEASE TAKE FURTHER NOTICE that, unless an objection to Proposed DIP Amendment Order is served and filed with proof of service with the clerk of the Court, and a courtesy copy is delivered to the undersigned and to the chambers of the Honorable Shelley C. Chapman, so as to be received by December 1, 2021 at 4:00 p.m. (prevailing Eastern Time), there will not be a Hearing (as defined below) to consider the Proposed DIP Amendment Order, and such Proposed DIP Amendment Order may be signed and entered by the Court. PLEASE TAKE FURTHER NOTICE that, if a written objection is timely filed and served with respect to the Proposed DIP Amendment Order, a hearing (the “Hearing”) will be held to consider the Proposed DIP Amendment Order before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New 3 The Equity Financing Commitment Letter provides: “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.”

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York, December 7, 2021 at 10:00 a.m., or at such other time as the Bankruptcy Court may determine.. PLEASE TAKE FURTHER NOTICE that, in accordance with General Order M-543, dated March 20, 2020 (Morris, C.J.) (“General Order M-543”) any Hearing will be conducted telephonically. Any parties wishing to participate must do so telephonically by making arrangements through CourtSolutions LLC (www.court-solutions.com). Instructions to register for CourtSolutions LLC are attached to General Order M-543. PLEASE TAKE FURTHER NOTICE that objecting parties are required to telephonically attend the Hearing and a failure to appear may result in relief being granted upon default. PLEASE TAKE FURTHER NOTICE that copies of the Final DIP Order and the Proposed DIP Amendment Order may be obtained free of charge by visiting the website of Epiq Corporate Restructuring, LLC at https://dm.epiq11.com/aeromexico. You may also obtain copies of any pleadings by visiting the Bankruptcy Court’s website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein. [Remainder of page intentionally left blank]

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Dated: November 24, 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 Third DIP Amendment

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THIRD AMENDMENT TO THE CREDIT AGREEMENT This THIRD AMENDMENT to the Credit Agreement referred to below, dated as of November 24, 2021 (this “Third Amendment”), by and among GRUPO AEROMÉXICO, S.A.B. DE C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (the “Borrower”), the Guarantors (as defined in the Credit Agreement referred to below and, collectively with the Borrower, the “Loan Parties”), the Consenting Lenders (as defined below) party hereto and UMB BANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Administrative Agent”) (collectively, the “Parties”). Capitalized terms used herein but not otherwise defined in this Third Amendment have the same meanings as specified in the Credit Agreement referenced below, as amended by this Third Amendment. RECITALS WHEREAS, the Loan Parties, the DIP Lenders (as defined in the Credit Agreement) and the Administrative Agent, have entered into that certain Super-Priority Debtor-In-Possession Term Loan Agreement, dated as of November 6, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including pursuant to this Third Amendment, the “Credit Agreement”); WHEREAS, the Lenders party hereto, constitute all of the DIP Lenders under the Credit Agreement (collectively, the “Consenting Lenders”); WHEREAS, in connection with the ongoing marketing process with respect to potential exit financing for the Debtors, the Parties have engaged, and continue to engage, in good faith, arm’s length negotiations regarding a restructuring proposal (including an equity financing) on the terms and conditions set forth in the term sheet attached as Annex A hereto; WHEREAS, the amendments set forth in this Third Amendment are necessary to effectuate the terms of the Joint Proposal (as defined below), which include, among other things, an obligation by certain Tranche 2 Lenders to elect to receive Voluntary Conversion Shares, the purchase by certain parties of new common equity of the Borrower, and a fully committed exit financing, in each case, on the terms set forth in the Term Sheet (as defined below) and herein, in the Subscription Agreement and in the Chapter 11 Plan; NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Amendment to Credit Agreement. (a) Scheduled Maturity Date Amendment: The Credit Agreement is, effective as of the Maturity Amendment Effective Date, and subject to the satisfaction of the conditions precedent set forth in Section 4(a) below, hereby amended as follows (such amendment, the “Scheduled Maturity Date Amendment”): (i) The definition of “Scheduled Maturity Date” in the Credit Agreement is deleted in its entirety and replaced with the following:

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“Scheduled Maturity Date” shall mean March 31, 2022; provided that, so long as no Termination Event has occurred, the Scheduled Maturity Date shall be automatically extended for up to three (3) months upon notice from Borrower to the Administrative Agent, solely to the extent necessary to obtain any regulatory approvals required to consummate the transactions provided for under the Joint Proposal. Unless the Majority DIP Lenders, provide written notice to the Administrative Agent specifying their objection to such extension within 5 Business Days of Borrower’s notice thereof, such extension shall become effective; provided further that, in no event shall any such automatic extension of the Scheduled Maturity Date affect any other Milestone hereunder. (ii) The definition of “Maturity Date” in the Credit Agreement is deleted in its entirety and replaced with the following: “Maturity Date” shall mean the date upon which the DIP Facility will mature on the earliest to occur of any of the following: (a) the Scheduled Maturity Date; (b) 30 (thirty) days after the occurrence of a Termination Event; (c) 60 (sixty) days after entry of the Interim DIP Order if the Final DIP Order has not been entered prior to the expiration of such 60- day period; (d) the date of acceleration or termination of any DIP Obligations under the DIP Facility pursuant to an Event of Default; (e) the date of the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code unless otherwise consented to in writing by the Majority DIP Lenders; (f) the date of the appointment of an examiner with expanded powers or a trustee under Section 1101 of the Bankruptcy Code, unless otherwise consented to in writing by the Majority DIP Lenders; (g) filing of a motion by any Debtor which seeks the dismissal, or the entry of an order granting any party’s request for the dismissal, of any of the Chapter 11 Cases, unless otherwise consented to in writing by the Majority DIP Lenders, of any of the Chapter 11 Cases, unless otherwise consented to in writing by the Majority DIP Lenders; (h) the date of consummation of a sale of all, substantially all or a material portion of the DIP Collateral, unless otherwise consented to in writing by the Majority DIP Lenders and (i) the Consummation Date of any Chapter 11 Plan confirmed in the Chapter 11 Cases; provided that the Administrative Agent shall not be deemed to have notice of a Maturity Date occurring pursuant to clauses (c)-(i) of this definition unless it shall have received written notice thereof from the Majority DIP Lenders. (b) Other Amendments: The Credit Agreement is, effective as of the Joint Proposal Amendment Effective Date (as defined below), and subject to the satisfaction of the conditions precedent set forth in Section 4(b) below, hereby amended as follows: (i) Section 11.04 (Expenses; Indemnity; Waiver) of the Credit Agreement shall be amended to add the new clause 11.04(a)(iv) as follows: (iv) without duplication or limitation of any of the foregoing, 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 Joint Proposal and any other exit financing proposal, including the reasonable and documented fees, costs and expenses of (i) Cleary Gottlieb Steen & Hamilton LLP, Creel, García-Cuéllar, Aiza y

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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. as advisors to Apollo, (ii) Skadden, Arps, Slate, Meagher & Flom LLP and Mijares, Angoitia, Cortes y Fuentes, as advisors to 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, and (iii) all reasonable and documented out-of-pocket fees, costs and expenses of the AHG Lenders in connection with the preparation, execution and delivery of the definitive documentation in connection with the Joint Proposal and any other exit financing proposal, including the reasonable and documented fees, costs and expenses of Akin Gump Strauss Hauer & Feld LLP, Nader, Hayaux & Goebel, and Ducera Partners LLC as advisors to the AHG Lenders (collectively, (the “Reimbursed Fees and Expenses”); (ii) Section 6.17(b) of the Credit Agreement shall be deleted in its entirely and replaced with: (b) The Debtors shall file a Chapter 11 Plan, in form and substance reasonably acceptable to the Majority Tranche 2 Lenders, which shall be an Acceptable Reorganization Plan, no later than November 30, 2021; provided that if the Chapter 11 Plan provides for Payment in Full in cash of the Tranche 1 Loans and Payment in Full, at each Tranche 2 Lender’s election, of the Tranche 2 Loans in cash or in equity of the reorganized Aeroméxico entity at the Plan Valuation (as defined in Schedule 2.12) or, if less, any other valuation at which any party is permitted to subscribe for common stock (whether voting or non-voting) of the Tranche 2 Loans, this clause (b) shall be deemed satisfied. For the avoidance of doubt, any withholding in respect of taxes that are not Indemnified Taxes, to the extent applicable, will be made in cash and in no event through a reduction in the 22.38% ownership interest in New Shares actually issued to Apollo; (iii) A new Article XII shall be added to the Credit Agreement to provide for the terms of the restructuring transactions set forth in Annex A hereto, as follows: ARTICLE XII. JOINT PROPOSAL Section 12.01. Defined Terms. “Joint Proposal” shall mean the restructuring and exit financing transactions as set forth in, and subject to the terms and conditions of, the Term Sheet, including without limitation, as contemplated by and subject to the terms and conditions set forth in, this Article XII, the Equity Commitment Letter, the Subscription Agreement, the Debt Financing Commitment Letter (including the Debt Financing Term Sheet) and the Chapter 11 Plan. “Term Sheet” means the Equity Exit Financing, DIP Amendment and Settlement Term sheet, dated as of November 19, 2021, attached as Schedule 12 hereto. “Equity Commitment Letter” means that certain Equity Commitment Letter among (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,

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of accounts or sub-accounts directly or indirectly under any of their management; (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, each of which hold those 7.000% senior notes due 2025 issued pursuant to that certain Indenture, dated as of February 5, 2020, by and among Aerovías de México, S.A. de C.V., as issuer, the Borrower 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, (iv) other entities that execute the Equity Commitment Letter; (v) Delta Air Lines, Inc., (vi) a group of Mexican investors consisting of Eduardo Tricio Haro, Antonio Cosio Pando, Valentin Diez Morodo, and Jorge Esteve Recolons ((i) through (vi), collectively, the “Commitment Parties”) and (vii) the Debtors. References to “Equity Commitment Letter” include the schedules and exhibits thereto, including the Term Sheet, a copy of which is attached as Exhibit A to the Equity Commitment Letter. “Joint Proposal MAE” shall mean 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, properties, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; or (b) the ability of the Borrower and its Subsidiaries to perform their material obligations under this Credit Agreement, 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 Borrower and its Subsidiaries 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 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 Borrower and its Subsidiaries as compared to other companies in the industries in which the Borrower and its Subsidiaries operate. “Statutory Equity Rights Offering” shall mean, to the extent necessary, in satisfaction of all Preemptive Rights (as defined in the Term Sheet), an offering to any existing shareholders that (i) are not party to the Shareholder Support Agreement (as defined in the Term Sheet) or (ii) have not otherwise waived their Preemptive Rights, to subscribe for and purchase New Shares (as defined in the Term Sheet) at a price calculated in

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accordance with applicable law, which, for the avoidance of doubt, shall be issued in addition to the New Shares issuable to the Commitment Parties in connection with the Joint Proposal, and shall dilute any other New Shares issued on the Effective Date, including the New Shares issued in respect of the Commitment Premium (as defined in the Term Sheet), except as otherwise set forth in the Term Sheet. “Subscription Agreement” shall mean that certain Subscription Agreement among the Borrower, the Debtors party thereto and the Commitment Parties party thereto, as may be amended or modified from time to time in accordance with the Term Sheet and subject to the consent rights set forth in the Term Sheet. Section 12.02 Joint Proposal Obligations and Support. (a) On and subject to the terms and conditions hereof, including the satisfaction (or due waiver) of the Joint Proposal Conditions Precedent set forth in Section 12.03 below, Apollo hereby agrees to elect to receive on the Consummation Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, its Tranche 2 Obligations, including all PIK interest and its Conversion Exit Fee, the respective consideration set forth with respect to Apollo in the Term Sheet under the section titled “Apollo Settlement Consideration” (the “Joint Proposal Obligations”). As of the Joint Proposal Amendment Effective Date, the Borrower shall be deemed to have satisfied its obligation to deliver Final Valuation Materials with respect to the Joint Proposal; provided that, notwithstanding anything herein to the contrary, upon the declaration of a Termination Event in accordance with the terms hereof, this Article XII shall be without further force and effect, and the Loan Parties shall comply with all their respective obligations under this Agreement. (b) Apollo Support Covenants. Subject to the terms and conditions hereof and without limitation to any other obligations under this Agreement, Apollo shall: a. support and take all steps reasonably necessary and desirable to implement and consummate the restructuring of the Debtors on terms consistent with the terms and consent rights set forth in the Joint Proposal (including the Term Sheet) and the Chapter 11 Plan (the “Restructuring Transactions”); b. not 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 Plan or the Restructuring Transactions; and

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c. make any filings in connection with the Equity Conversion required by HSR and COFECE and any other applicable antitrust laws in each case in accordance with this Agreement. Section 12.03. Joint Proposal Conditions Precedent. Apollo’s Joint Proposal Obligations are subject to the satisfaction, or waiver by Apollo in its sole discretion, of the following conditions: (a) the representations and warranties of the Loan Parties set forth in Section 4 of this Agreement and in each other DIP Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the date of the Joint Proposal Amendment Effective Date and the Consummation Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date); (b) the Bankruptcy Court shall have entered the Confirmation Order and such Confirmation Order shall be a Final Order; (c) all conditions to the Confirmation Order and the Consummation Date shall have been satisfied or waived by the applicable parties; (d) the members of the new board of directors of the Borrower as reorganized pursuant to the Chapter 11 Plan, shall have been appointed pursuant to a resolution of a meeting of the shareholders of the Borrower, and in any event in compliance with Mexican corporate law, Mexican securities law and the Borrower’s corporate bylaws; (e) all required HSR, COFECE, antitrust, clearances under securities laws, other regulatory approvals (including any required approvals from the Secretaría de Economia and the CNBV) shall have been obtained; (f) all required consents of the board of directors of the Borrower and/or the shareholders meeting of the Borrower (including in order to amend the bylaws to (i) implement the financing on the terms set forth in the Joint Proposal (section of Additional Corporate Governance Matters) and contemplated under the Subscription Agreement, the Debt Commitment Letter or the Alternative Exit Debt Financing, (ii) effectuate the last authorization granted on March 21, 2021 and as amended and complemented on April 7, 2021 by the Mexican foreign investment agency), any other applicable governing body of any of the subsidiaries of the Borrower, including any of the Debtors, and applicable equityholders to effectuate the terms of the Joint Proposal and the Chapter 11 Plan shall have been obtained; (g) no law or order shall have been enacted, adopted or issued by a governmental entity of competent authority that prohibits the implementation of the

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Chapter 11 Plan or the transactions contemplated by the Joint Proposal and Chapter 11 Plan; (h) the proceeds of the Statutory Equity Rights Offering shall not have exceeded $250,000,000; (i) the effective date of the Chapter 11 Plan shall have occurred or to be deemed to have occurred concurrently with the Consummation Date and, in any event, no later than the Scheduled Maturity Date; (j) the Exit Financing Approval Order (as defined in the Term Sheet) shall have been entered by the Bankruptcy Court consistent with the Joint Proposal and otherwise in form and substance consistent with the consent rights set forth in the Term Sheet, and such Exit Financing Approval Order shall be a Final Order; (k) an order approving the Third Amendment to this Agreement shall have been entered by the Bankruptcy Court consistent with the Joint Proposal and otherwise in form and substance consistent with the consent rights set forth in the Term Sheet, and such order shall be a Final Order (the “DIP Credit Agreement Amendment Order”); (l) to the extent not addressed above, the Definitive Documentation (as defined in the Term Sheet) in connection with the Joint Proposal shall be consistent in all material respects with the terms and in all respects with the consent rights set forth in this Agreement, the Term Sheet, the Subscription Agreement, the Chapter 11 Plan, and the Debt Financing Commitment Letter, including, for the avoidance of doubt, the Confirmation Order and the governance documents for the Borrower; provided, notwithstanding anything in this Agreement to the contrary, in the event of any conflict between the consent rights set forth in this Agreement and the consent rights set forth in the Term Sheet, the consent rights set forth in the Term Sheet shall prevail; (m) no Joint Proposal MAE shall have occurred; (n) no event giving rise to a Revocation Election right pursuant to Section 4(iii) of Schedule 2.12 of the Credit Agreement shall have occurred; (o) the Debtors shall have performed and complied, in all material respects, with all of their respective covenants and agreements contained in this Agreement and in any other document delivered pursuant to this Agreement that contemplate, by their terms, performance or compliance prior to the Effective Date; (p) the Majority Tranche 2 Lenders shall have received on and as of the Closing Date a certificate of the chief executive officer or chief financial officer of the Company confirming that the conditions set forth in Section 12.03(a) (Representations and Warranties), (o) (Covenants) and (m) (Material Adverse Effect) have been satisfied; (q) $100 million of excess cash shall be available as of the Effective Date to fund the Cash Pool (as defined in the Term Sheet);

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(r) all outstanding Reimbursed Fees and Expenses shall have been paid in full; and (s) no Termination Trigger Event shall have occurred. Section 12.04. Covenants of the Debtors. (a) Support Covenants. Subject to the terms and conditions hereof and without limitation to any other obligations under this Agreement, the Loan Parties shall: (i) support and take all steps reasonably necessary and desirable to implement and consummate the restructuring of the Debtors on terms consistent with the terms and consent rights set forth in the Restructuring Transactions; (ii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, take all steps reasonably necessary and desirable to address any such impediment; (iii) use commercially reasonable efforts to obtain any and all required governmental, regulatory (including self-regulatory), shareholder, board and/or third-party approvals for the Restructuring Transactions; (iv) use commercially reasonable efforts to seek additional support for the Restructuring Transactions from their other material stakeholders to the extent reasonably prudent; (v) actively oppose and object to the efforts of any person or entity seeking to object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring Transactions (including, if applicable, the filing of timely filed objections or written responses) to the extent such opposition or objection is reasonably necessary or desirable to facilitate implementation of the Restructuring Transactions; (vi) file timely a formal objection to any motion filed with the Bankruptcy Court by any Person seeking the entry of an order (i) directing the appointment of an examiner or a trustee, (ii) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (iii) dismissing any of the Chapter 11 Cases or (iv) modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (vii) use commercially reasonable efforts to obtain entry of the Exit Financing Approval Order and DIP Credit Agreement Amendment Order, and the Confirmation Order by the Bankruptcy Court as a Final Order and remain in compliance with all of their obligations thereunder;

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(viii) consult and negotiate in good faith with the Tranche 2 Lenders and their respective advisors regarding the implementation and execution of the Restructuring Transactions; (ix) provide prompt written notice to the Administrative Agent (for delivery to the Tranche 2 Lenders) after becoming aware of (i) the occurrence, or failure to occur, of any event of which the occurrence or failure to occur would be reasonably likely to cause (x) any representation or warranty of the Debtors contained in this Agreement to be untrue or inaccurate in any material respect, (y) any covenant of the Loan Parties contained in this Agreement not to be satisfied in any material respect or (z) any condition precedent contained in the Chapter 11 Plan or this Agreement not to occur or become impossible to satisfy, (ii) receipt of any written notice from any third party alleging that the consent of such party is or may be required as a condition precedent to consummation of the Restructuring Transactions, (iii) receipt of any written notice from any Governmental Authority that is material to the consummation of the Restructuring Transactions, (iv) to the extent involving the Loan Parties, any material governmental or third party complaints, litigations, investigations or hearings (or communications indicating that the same is contemplated or threatened) and (v) any representation or statement made or deemed to be made by them under this Agreement which is or proves to have been materially incorrect or misleading in any respect when made or deemed to be made; (x) not object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (xi) not take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions described in this Agreement or the Chapter 11 Plan; (xii) not modify the Chapter 11 Plan, in whole or in part, in a manner that is not consistent with this Agreement or the Subscription Agreement in all material respects; (xiii) not file any motion, pleading, or definitive document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement, the Subscription Agreement or the Chapter 11 Plan; (xiv) use the net proceeds from the Restructuring Transactions as provided in this Agreement, the Subscription Agreement, and the Plan;

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(xv) not seek to enter into, amend, or modify any Definitive Documentation in a manner that is inconsistent with this Agreement or the Subscription Agreement; and (xvi) comply with its obligations under section 7.1 of the Subscription Agreement. Section 12.05. Termination Events. Apollo’s Joint Proposal Obligations shall terminate, at the sole discretion of Apollo by written notice to the Administrative Agent and the Borrower, upon the occurrence of any of the following events (each such event, a “Termination Trigger Event”, and, upon termination by written notice from Apollo, a “Termination Event”): (a) the Consummation Date shall not have occurred by the Scheduled Maturity Date; (b) the Subscription Agreement shall cease to be in full force and effect in accordance with the terms of the Joint Proposal; (c) the Bankruptcy Court does not enter the Exit Financing Approval Order (as defined in the Term Sheet) and the DIP Credit Agreement Amendment Order on or prior to December 7, 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 or DIP Credit Agreement Amendment Order is reversed, stayed, dismissed or vacated; (d) the Bankruptcy Court does not enter an order (and all exhibits thereto) approving the Disclosure Statement and the solicitation materials related thereto and approving the solicitation of the Chapter 11 Plan, subject to the consent rights set forth in the Term Sheet, on or before December 17, 2021; (e) the Bankruptcy Court does not enter a Confirmation Order, subject to the consent rights set forth in the Term Sheet, on or before February 1, 2022; (f) the occurrence of an Event of Default; (g) the Borrower or any other Debtor enters into, amends or modifies, or files a pleading seeking authority to amend or modify, any of the Definitive Documentation in connection with the Joint Proposal (including any of the Subscription Agreement or the Chapter 11 Plan) without the consent of the Majority Tranche 2 Lenders to the extent such consent is required pursuant to the Chapter 11 Plan or the Term Sheet; (h) 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 transactions contemplated by the Joint Proposal; (i) the Borrower or any other Debtor fails to comply with the terms of this Agreement, the Chapter 11 Plan, the Term Sheet, this Article XII or the Exit Financing

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Approval Order or DIP Credit Agreement Amendment Order, or files any motion or pleading with the Bankruptcy Court that is not consistent in all material respects with the foregoing, and such motion has not been withdrawn within two (2) Business Days of receipt by the Borrower or the Debtors of written notice from the Majority Tranche 2 Lenders that such motion, filing or pleading is inconsistent with the Chapter 11 Plan, the Term Sheet or this Article XII; (j) the Debt Financing Commitment Letter (as defined in Schedule 12) is terminated except as a result of the replacement thereof by an Alternate Financing (as defined therein); (k) the Debtors publicly announce their intention not to support the transactions contemplated the Joint Proposal, or withdraw the Chapter 11 Plan that is filed consistent with the Joint Proposal; (l) (A) the Bankruptcy Court enters an Order (and the Borrower is unable to obtain a stay of such Order within five (5) Business Days), or the Borrower, any of its Subsidiaries or any other Debtor files a motion or application, seeking an Order (without the prior written consent of the Majority Tranche 2 Lenders), (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 or (B) the filing of a voluntary concurso mercantil or acceptance of an involuntary concurso mercantil, or filing of a liquidation or similar proceeding in Mexico that is not dismissed within sixty (60) days; (m) the Bankruptcy Court enters an order 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 Borrower or any Debtor that would materially and adversely affect the Borrower’s operational or financial performance; (n) three (3) Business Days after the Bankruptcy Court enters an order denying confirmation of the Chapter 11 Plan; provided, the Majority Tranche 2 Lenders, the Commitment Parties, Delta 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 Majority Tranche 2 Lenders have agreed to such approach (evidenced in writing, which may be by email) within three (3) Business Days, then no parties may terminate the Joint Proposal Obligations pursuant to this Section 12.05(m); (o) any material breach by the Debtors of the terms of the DIP Credit Agreement Amendment Order, subject to any applicable grace or cure periods as set forth in the DIP Credit Agreement Amendment Order; and (p) the Board and/or the shareholders of the Company approves or authorizes, a Superior Transaction (as defined in the Term Sheet) (“an Alternative Transaction”), or

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the Company or any of its Affiliates enters into a Contract to consummate an Alternative Transaction or files a motion or application seeking authority to propose, join in or participate in the formation of, or approve, any actual or proposed Alternative Transaction (or public announcement of any of the foregoing). Section 12.06. Effect of Termination. Upon the declaration of a Termination Event in accordance with the terms hereof, this Article XII shall be of no further force and effect and (i) Apollo shall be released from any undertakings hereunder with respect to the Joint Proposal and shall have the rights and remedies that it would have had, had it not entered into this Article XII, and (ii) the Loan Parties shall continue to comply with the terms of this Agreement without effect of this Article XII. Without limitation of the foregoing, the Borrower shall deliver new Final Valuation Materials in form reasonably satisfactory to the Majority Tranche 2 Lenders in accordance with Section 4 of Schedule 2.12, which the Borrower shall deliver as soon as reasonably practicable, and in any even no later than fifteen (15) days following the declaration of the Termination Event (as such period may be extended with the consent of the Majority DIP Lenders); provided that, for the avoidance of doubt, notwithstanding the foregoing, the rights and remedies of Apollo and the obligations of the Loans Parties set forth in this Section 12.06 shall survive any termination of Article XII pursuant to the terms hereof. (c) A new Schedule 12 shall be added to the Credit Agreement in the form of Annex A hereto. SECTION 2. Limited Waiver. (a) In accordance with Section 11.08 of the Credit Agreement, the Consenting Lenders hereby consent and agree to waive, to the extent constituting an Event of Default, the alleged Events of Default for failure to deliver Final Valuation Materials as described in the Notice of Default dated as of October 11, 2021 (the “Specified Alleged Defaults”), provided that, for the avoidance of doubt, this waiver shall not operate as a waiver of any rights with respect to any Final Valuation Materials that may be required to be delivered following any termination of Article XII of the Credit Agreement. The foregoing waiver is limited to the Specified Alleged Defaults and conditioned upon the conditions to effectiveness set forth herein. (b) For the avoidance of doubt, until and unless agreed otherwise with the Borrower, the Consenting Lenders reserve all rights and remedies under the Credit Agreement and other DIP Loan Documents in respect thereof. Any delay or forbearance by the Majority DIP Lender in the enforcement or pursuit of any of its rights and remedies thereunder or under applicable law shall not constitute a waiver thereof, nor shall it be a bar to the exercise of the Majority DIP Lender’s rights or remedies at a later date. No oral communication or course of dealing from or on behalf of the Majority DIP Lender by any party shall constitute any agreement, commitment, or evidence of any assurance or intention of the Majority DIP Lender with respect to the subject matter hereof. Any agreement, commitment, assurance, or intention of the Majority DIP Lender shall be effective only if in writing and duly executed in accordance with the DIP Loan Documents. SECTION 3. Representations and Warranties. In order to induce the Consenting Lenders to enter into this Third Amendment and to amend the Credit Agreement in the manner

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provided herein, each Loan Party hereby represents and warrants that (in the case of clauses (a) and (b), immediately after giving effect to this Third Amendment): (a) the representations and warranties of the Loan Parties set forth in Section 4 of the Credit Agreement and in each other DIP Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Maturity Amendment Effective Date and the Joint Proposal Amendment Effective Date, respectively, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date); (b) other than the Specified Alleged Defaults, no Default or Event of Default shall have occurred and be continuing; and (c) this Third Amendment has been duly authorized, executed and delivered by each Loan Party and each of this Third Amendment and the Credit Agreement, as amended hereby, constitutes a legal, valid and binding obligation of, and enforceable against, such Loan Party. SECTION 4. Conditions of Effectiveness. The effectiveness of this Third Amendment is subject to the satisfaction of the following conditions: (a) with respect to the Scheduled Maturity Date Amendment set forth in Section 1(a) of this Third Amendment (the date of satisfaction of such conditions being referred to herein as the “Maturity Amendment Effective Date”): (i) this Third Amendment shall have been duly executed by each Loan Party, the Administrative Agent and the Consenting Lenders; and (ii) all representations and warranties set forth in Section 3 of this Third Amendment shall be true and correct in all material respects on and as of the Maturity Amendment Effective Date; and (b) with respect to the amendments set forth in Section 1(b) and Section 1(c) of this Third Amendment (the date of satisfaction of such conditions being referred to herein as the “Joint Proposal Amendment Effective Date”): (i) this Third Amendment shall have been duly executed by each Loan Party, the Administrative Agent and the Majority DIP Lenders, and (ii) the DIP Credit Agreement Amendment Order shall have been entered on the same date as the Exit Financing Approval Order, and in any event not later than December 7, 2021; and (iii) all representations and warranties set forth in Section 3 of this Third Amendment shall be true and correct in all material respects on and as of the Joint Proposal Amendment Effective Date.

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(iv) The Credit Agreement shall have been further amended, if necessary, to ensure that the amendments set forth in Section 1(b) and Section 1(c) hereof conform to the applicable terms of the Subscription Agreement, including, without limitation, updates to the covenants, conditions precedent and termination events in the Subscription Agreement. SECTION 5. Effects on DIP Loan Documents. (a) Except as specifically and expressly set forth or amended hereby, (i) all DIP Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and (ii) except as set forth in Section 2, the execution, delivery and effectiveness of this Third Amendment shall not operate as a waiver of any right, power or remedy of any DIP Lender or any Agent under any of the DIP Loan Documents, nor constitute a waiver of any provision of the DIP Loan Documents or in any way limit, impair, waive, alter or otherwise affect any of the obligations of any Loan Party or any of the rights and remedies of the DIP Lenders or any Agent under the DIP Loan Documents or applicable law. (b) Each Loan Party ratifies and reaffirms (i) in the case of the Borrower, the DIP Obligations, and in the case of each Guarantor, the Guaranty Obligations, (ii) the Credit Agreement (as amended by this Third Amendment) and the other DIP Loan Documents and (iii) all of such Loan Party’s covenants, duties, indebtedness and liabilities thereunder. (c) The Borrower and each Guarantor acknowledge and stipulate that the Credit Agreement (as amended by this Third Amendment), and the other DIP Loan Documents executed by such Person are legal, valid and binding obligations of such Person that are enforceable against such Person in accordance with the terms thereof and the security interests and liens granted by such Person in favor of the Collateral Agent for the benefit of the DIP Secured Parties are duly perfected security interests and liens with the priority provided in the DIP Loan Documents and continue to be in full force and effect on a continuous basis. (d) On and after the Maturity Amendment Effective Date and the Joint Proposal Amendment Effective Date, respectively, each reference in the Credit Agreement (as amended by this Third Amendment) to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other DIP Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Third Amendment, and this Third Amendment and the Credit Agreement as amended by this Third Amendment shall be read together and construed as a single instrument. (e) Nothing herein shall be deemed to entitle the Borrower or any other Loan Party to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as amended by this Third Amendment or any other DIP Loan Document in similar or different circumstances.

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SECTION 6. Instruction. Each of the DIP Lenders party hereto hereby authorizes and directs the Administrative Agent to execute and deliver this Third Amendment. SECTION 7. Severability. To the extent any provision of this Third Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Third Amendment in any jurisdiction. SECTION 8. Successors and Assigns. This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. SECTION 9. Governing Law; Waiver of Jury Trial; Jurisdiction. THIS THIRD AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS THIRD AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE. The provisions of Section 11.15 of the Credit Agreement as amended by this Third Amendment are incorporated herein by reference, mutatis mutandis. SECTION 10. Headings. Section headings in this Third Amendment are included herein for convenience of reference only, are not part of this Third Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Third Amendment. SECTION 11. Counterparts. This Third Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF or other electronic means shall have the same force and effect as manual signatures delivered in person. [Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. GRUPO AEROMÉXICO, S.A.B. DE C.V., as the Borrower By: Name: Title: [GUARANTORS] [Signature Page to Third Amendment to Credit Agreement]

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UMB BANK NATIONAL ASSOCIATION, as the Administrative Agent By: Name: Title: [Signature Page to Third Amendment to Credit Agreement]

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[LENDER], as a Tranche 2 Lender By: Name: Title: [Signature Page to Third Amendment to Credit Agreement]

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ANNEX A [Term Sheet attached]

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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 26. 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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Table 1 on page 27. Back to List of Tables
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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Table 1 on page 28. Back to List of Tables
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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Table 1 on page 29. Back to List of Tables
 $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.

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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.

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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.

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Exhibit B Proposed DIP Amendment Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) (Jointly Administered) Debtors.1 ORDER AUTHORIZING THE DEBTORS’ ENTRY INTO THE THIRD DIP AMENDMENT Upon this matter of Grupo Aeroméxico, S.A.B. de C.V. and its affiliates that are debtors and debtors in possession in these proceedings (collectively, the “Debtors”) having come before the Court on presentment (the “Notice of Presentment”)2 for entry of an order (this “Order”) authorizing the Debtors’ entry into the Third DIP Amendment, and the Court having jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and the Court having authority to hear the matters raised in this Order pursuant to 28 U.S.C. § 157; and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and consideration of this matter being a core proceeding that the Court can determine pursuant to 28 U.S.C. § 157(b)(2); and due and proper notice of the Order, and it appearing that no other or further notice need be provided; and after due deliberation and the Court having determined good and sufficient cause for the relief granted in the Order; and is in the best interests of the Debtors, their estates, their creditors, and all parties in 1 The Debtors in these cases, along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de México, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500. 2 Each capitalized term used herein but not otherwise defined herein shall have the meaning ascribed to it in the Notice of Presentment.

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interest, IT IS HEREBY ORDERED THAT: 1. The Third DIP Amendment is approved and the Debtors are authorized to enter into and perform their obligations under the Third DIP Amendment. The Third DIP Amendment is valid, binding, and enforceable against DIP Parties. 2. Any and all objections to the entry of this Order are hereby overruled in all respects. 3. Notwithstanding the possible applicability of Bankruptcy Rules 6004(a), 6004(h), or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 4. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order. 5. Except as expressly set forth in this Order, the Final DIP Order remains in full force and effect. 6. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated: _____________, 2021 New York, New York THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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