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Full title: Statement / Notice of Filing of Revised Order (I) Authorizing the Debtors' Entry into, and Performance under, the Revised Debt Commitment Letter, (II) Authorizing the Debtors' Entry into, and Performance under, the Revised Equity Commitment Letter, (III) Authorizing the Debtors' Entry into, and Performance under, the Subscription Agreement and (IV) Authorizing Incurrence, Payment, and Allowance of Related Premiums, Fees, Costs, and Expenses as Superpriority Administrative Expense Claims (related document(s)[1860]) filed by Timothy E. Graulich on behalf of Grupo Aeromexico, S.A.B. de C.V.. with hearing to be held on 12/6/2021 (check with court for location) (Graulich, Timothy)

Document posted on Nov 30, 2021 in the bankruptcy, 24 pages and 0 tables.

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Neither the Exit Financing Obligations nor any portion thereof shall be subject to disgorgement, setoff, disallowance, impairment, challenge, contest, attack, rejection, recoupment, reduction, defense, counterclaim, offset, subordination, recharacterization, avoidance or other claim, cause of action or other challenge of any nature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwise absent a final, non-appealable finding of gross negligence, willful misconduct, criminal conduct, or fraud by an Exit Financing Party in connection with the Revised Exit Financing Documents and, in any such case, solely with respect to such Exit Financing Party.In no event shall any invoice or other statement submitted by any Exit Financing Party to any Debtor, the Creditors’ Committee, the U.S. Trustee or any other interested person (or any of their respective Professionals) with respect to fees or expenses incurred by any professional retained by such Exit Financing Party operate to waive the attorney/client privilege, the work-product doctrine or any other evidentiary privilege or protection recognized under applicable law.Neither the ExitFinancing Obligations nor any portion thereof shall be subject to disgorgement, setoff,disallowance, impairment, challenge, contest, attack, rejection, recoupment, reduction,defense, counterclaim, offset, subordination, recharacterization, avoidance or other claim,cause of action or other challenge of any nature under the Bankruptcy Code, underapplicable non-bankruptcy law or otherwise absent a final, non-appealable finding ofgross negligence, willful misconduct, criminal conduct, or fraud by an Exit FinancingCommitment Party in connection with the Revised Exit Financing Documents and, in anysuch case, solely with respect to such Exit Financing Commitment Party.The Commitment Premiums, including the Commitment Party CreditorElection (as defined below), are hereby approved as reasonable, and are an essential andappropriate means for the Debtors to obtain the Exit Financing Commitments, and shall not be subject to disgorgement, setoff, disallowance, impairment, challenge, contest,attack, rejection, recoupment, reduction, defense, counterclaim, offset, subordination,recharacterization, avoidance or other claim, cause of action or other challenge of anynature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwiseabsent a final, non-appealable finding of gross negligence, willful misconduct, criminalconduct, or fraud by an Exit Financing Commitment Party in connection with theRevised Exit Financing Documents and, in any such case, solely with respect to suchExit Financing Party.In noevent shall any invoice or other statement submitted by any Exit Financing CommitmentParty to any Debtor, the Creditors’ Committee, the U.S. Trustee or any other interestedperson (or any of their respective Professionals) with respect to fees or expenses incurredby any professional retained by such Exit

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DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Marshall S. Huebner Timothy Graulich James I. McClammy Stephen D. Piraino Erik Jerrard (admitted pro hac vice) Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) Debtors.1 (Jointly Administered) NOTICE OF FILING OF REVISED ORDER (I) AUTHORIZING THE DEBTORS’ ENTRY INTO, AND PERFORMANCE UNDER, THE REVISED DEBT COMMITMENT LETTER, (II) AUTHORIZING THE DEBTORS’ ENTRY INTO, AND PERFORMANCE UNDER, THE REVISED EQUITY COMMITMENT LETTER, (III) AUTHORIZING THE DEBTORS’ ENTRY INTO, AND PERFORMANCE UNDER, THE SUBSCRIPTION AGREEMENT AND (IV) AUTHORIZING INCURRENCE, PAYMENT, AND ALLOWANCE OF RELATED PREMIUMS, FEES, COSTS, AND EXPENSES AS SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS PLEASE TAKE NOTICE that on October 8, 2021, the above-captioned debtors and debtors in possession (collectively, the “Debtors”), filed the Debtors Motion for Entry of an Order (I) Authorizing the Debtors Entry into, and Performance Under, the Debt Financing Commitment Letter, (II) Authorizing the Debtors Entry Into, and Performance Under, the Equity Commitment 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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Letter, (III) Authorizing the Debtors Entry Into, and Performance Under, the Subscription Agreement and (IV) Authorizing Incurrence, Payment, and Allowance of Related Premiums, Fees, Costs, and Expenses as Superpriority Administrative Expense Claims [ECF No. 1860] (the “Exit Financing Motion”). PLEASE TAKE FURTHER NOTICE that on November 19, 2021, the Debtors filed the Supplement to Debtors’ Exit Financing Motion and Notice of Filing of Revised Equity and Debt Commitment Letters [ECF No. 2168] (the “Exit Financing Supplement”). PLEASE TAKE FURTHER NOTICE that the Debtors hereby file a revised proposed order to the Exit Financing Motion hereto as Exhibit A (the “Revised Proposed Order”). A blackline comparison of the Revised Proposed Order marked against the proposed order originally filed with the Exit Financing Motion (the “Original Proposed Order”) is attached as Exhibit B hereto. PLEASE TAKE FURTHER NOTICE that the Debtors reserve the right to make further changes to the Revised Proposed Order, subject to the terms and conditions thereof. PLEASE TAKE FURTHER NOTICE a hearing on the Exit Financing Motion will be held on December 6, 2021 at 10:00 a.m. (prevailing Eastern Time) before the Honorable Judge Shelley C. Chapman, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), or at such other time as the Bankruptcy Court may determine.

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PLEASE TAKE FURTHER NOTICE that copies of the Exit Financing Motion and the Exit Financing Supplement 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. Dated: December 1, 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 Revised Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) (Jointly Administered) Debtors.1 ORDER (I) AUTHORIZING THE DEBTORS’ ENTRY INTO, AND PERFORMANCE UNDER, THE REVISED DEBT COMMITMENT LETTER, (II) AUTHORIZING THE DEBTORS’ ENTRY INTO, AND PERFORMANCE UNDER, THE REVISED EQUITY COMMITMENT LETTER, (III) AUTHORIZING THE DEBTORS’ ENTRY INTO, AND PERFORMANCE UNDER, THE SUBSCRIPTION AGREEMENT AND (IV) AUTHORIZING INCURRENCE, PAYMENT, AND ALLOWANCE OF RELATED PREMIUMS, FEES, COSTS, AND EXPENSES AS SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS Upon the motion (the “Motion”)2 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”), for entry of an order (this “Order”), pursuant to sections 105(a), 363(b), 503(b), and 507 of the Bankruptcy Code and Rules 6004(a) and 6004(h) of the Bankruptcy Rules, (i) authorizing the Debtors’ entry into, and performance under, the Revised Debt Commitment Letter, (ii) authorizing the Debtors’ entry into, and 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 As used herein, the Motion shall mean, collectively, the Debtors’ Motion for Entry of an Order (I) Authorizing the Debtors’ Entry Into, and Performance Under, the Debt Financing Commitment Letter, (II) Authorizing the Debtors’ Entry Into, and Performance Under, the Equity Commitment Letter, (III) Authorizing the Debtors’ Entry Into, and Performance Under, the Subscription Agreement and (IV) Authorizing Incurrence, Payment, and Allowance of Related Premiums, Fees, Costs, and Expenses as Superpriority Administrative Expense Claims [ECF No. 1860] (the “Exit Financing Motion”) and the Supplement to Debtors’ Exit Financing Motion and Notice of Filing of Revised Equity and Debt Commitment Letters [ECF No. 2168] (the “Supplement”). Each capitalized term used herein but not otherwise defined herein shall have the meaning ascribed to it in the Exit Financing Motion and the Supplement, as applicable.

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performance under, the Revised Equity Commitment Letter, (iii) authorizing the Debtors’ entry into, and performance under, the Subscription Agreement, and (iv) authorizing the incurrence, payment and allowance of all related fees, indemnities, costs and expenses under the Revised Exit Financing Documents, including, without limitation, the Commitment Premiums, the Reimbursed Fees and Expenses and the indemnification provisions in the Revised Exit Financing Documents, as superpriority administrative expense claims, all as more fully provided in the Revised Exit Financing Documents, and as set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and the Court having authority to hear the matters raised in the Motion 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 the Motion and the requested relief 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 Motion, and it appearing that no other or further notice need be provided; and the Court having held a hearing to consider the relief requested in the Motion (the “Hearing”); and upon the record of the Hearing, the Parkhill Declaration, the Supplemental Parkhill Declaration, and upon all of the proceedings had before the Court; and after due deliberation the Court having determined that the legal and factual bases set forth in the Motion establish good and sufficient cause for the relief granted herein; and is in the best interests of the Debtors, their estates, their creditors, and all parties in interest, IT IS HEREBY ORDERED THAT: 1. The relief requested in the Motion is granted as set forth herein.

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2. Any and all objections to the Motion are hereby overruled in all respects. 3. The Debtors are authorized to enter into the Revised Debt Commitment Letter attached as Exhibit C to the Supplement. The Revised Debt Commitment Letter is valid, binding, and enforceable against the Debtors, their estates, and the Exit Financing Parties party thereto. 4. The Debtors are authorized to enter into the Revised Equity Commitment Letter attached as Exhibit A to the Supplement. The Revised Equity Commitment Letter is valid, binding, and enforceable against the Debtors, their estates, and the Exit Financing Parties party thereto. 5. The Debtors are authorized to enter into the Subscription Agreement, on terms substantially similar to the terms set forth in the Equity Exit Financing Term Sheet attached as Exhibit A of the Revised Equity Commitment Letter (the “Equity Financing Term Sheet”). Upon entry, the Subscription Agreement shall be valid, binding, and enforceable against the Debtors, their estates, and the Exit Financing Parties party thereto. 6. The Debtors’ entry into the Revised Exit Financing Documents, including the Debtors’ agreement to incur and satisfy the Exit Financing Obligations, constitutes a reasonable exercise of the Debtors’ business judgment. The Debtors are authorized to perform under and implement the terms of the Revised Exit Financing Documents and the exhibits thereto, and to negotiate, prepare, execute, and deliver all documents, and to take any and all actions necessary and appropriate to implement the terms of the Revised Exit Financing Documents and to perform all obligations thereunder on the terms and conditions set forth therein, without further notice, hearing or order of this Court.

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7. The Exit Financing Obligations, including, without limitation, the Commitment Premiums, the Reimbursed Fees and Expenses and the indemnification provisions set forth in the Revised Exit Financing Documents, are actual, necessary and reasonable costs and expenses of preserving the Debtors’ estates and as such, shall be treated as allowed superpriority administrative expenses in these Chapter 11 Cases, having priority over all administrative expenses of the kind specified in sections 503(b) and 507 of the Bankruptcy Code, junior only to the DIP Loans. The Exit Financing Obligations shall not be discharged, modified or otherwise affected by any chapter 11 plan proposed by the Debtors, dismissal of these Chapter 11 Cases or conversion of these Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code. Neither the Exit Financing Obligations nor any portion thereof shall be subject to disgorgement, setoff, disallowance, impairment, challenge, contest, attack, rejection, recoupment, reduction, defense, counterclaim, offset, subordination, recharacterization, avoidance or other claim, cause of action or other challenge of any nature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwise absent a final, non-appealable finding of gross negligence, willful misconduct, criminal conduct, or fraud by an Exit Financing Party in connection with the Revised Exit Financing Documents and, in any such case, solely with respect to such Exit Financing Party. 8. The Commitment Premiums, including the Commitment Party Creditor Election (as defined below), are hereby approved as reasonable, and are an essential and appropriate means for the Debtors to obtain the Exit Financing Commitments, and shall not be subject to disgorgement, setoff, disallowance, impairment, challenge, contest, attack, rejection, recoupment, reduction, defense, counterclaim, offset, subordination,

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recharacterization, avoidance or other claim, cause of action or other challenge of any nature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwise absent a final, non-appealable finding of gross negligence, willful misconduct, criminal conduct, or fraud by an Exit Financing Party in connection with the Revised Exit Financing Documents and, in any such case, solely with respect to such Exit Financing Party. For the avoidance of doubt, the Commitment Premium includes the right of Exit Financing Parties that hold (whether directly, indirectly, via participation, or otherwise) (a) Notes claims against Grupo Aeroméxico and Aerovías or (b) other allowed claims against Aerovías with enforceable guarantees against Grupo Aeroméxico, as consideration for their Exit Equity Commitments and other obligations set forth in the Equity Financing Term Sheet and the Subscription Agreement, to elect to receive their distribution on account of all such claims in all New Shares, all cash, or a combination of New Shares and cash (such election, the “Commitment Party Creditor Election”). 9. The Debtors are authorized to pay the Reimbursed Fees and Expenses pursuant to the terms and conditions set forth in the Revised Exit Financing Documents, without further notice, hearing, or order of this Court, as, when, and to the extent they become due and payable under the terms of the Revised Exit Financing Documents, which Reimbursed Fees and Expenses shall not be subject to any disgorgement, setoff, disallowance, impairment, challenge, contest, attack, rejection, recoupment, reduction, defense, counterclaim, offset, subordination, recharacterization, avoidance or other claim, cause of action or other challenge of any nature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwise. Notwithstanding anything in the Motion or the Equity Financing Term Sheet, the Ducera Financing Fee shall be $4,250,000, which,

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for the avoidance of doubt, shall not prejudice either Ducera Partners LLC’s or Banco BTG Pactual SA’s entitlement to other fees and reimbursements provided for under their respective engagement letters. 10. Each professional or party seeking payment from the Debtors shall provide copies of applicable invoices (which invoices may be redacted or summarized for protection of an applicable privilege or the work product doctrine) (the fees thereunder, the “Invoiced Fees”) to the extent not already provided, to counsel to the Debtors, counsel to the Creditors’ Committee and the U.S. Trustee.3 Any objections raised by the Debtors, the U.S. Trustee or the Creditors’ Committee challenging the reasonableness of any portion of the Invoiced Fees (such portion, the “Disputed Invoiced Fees”) must be in writing and state with particularity the grounds therefor and must be submitted to the applicable professional or party within 10 business days of receipt (the “Review Period”) and, if after the Review Period an objection remains unresolved, such objection will be subject to resolution by the Court. After the Review Period, the undisputed portion of Invoiced Fees will be paid promptly by the Debtors, without the necessity of filing formal fee applications or any further approval of this Court, regardless of whether such amounts arose or were incurred before or after the Petition Date. The Debtors shall pay any Disputed Invoiced Fees promptly upon resolution of the objection, including to the extent 3 For the avoidance of doubt, the fees provided for in this Order must be reasonable. Although the U.S. Trustee fee guidelines do not apply, professionals shall submit time and expense detail entries to the U.S. Trustee, as well as any further information or backup documentation requested by the U.S. Trustee to determine the reasonableness of the invoiced amount. Invoices for such fees and expenses provided to any party shall not be required to include any information subject to the attorney-client privilege, joint defense privilege, bank examiner privilege, or any information constituting attorney work product, and time and expense detail entries and other information provided solely to the U.S. Trustee shall be returned or destroyed after the U.S. Trustee has reviewed such material and any objections to the applicable fees and expenses have been resolved upon request of the applicable professional. Furthermore, the provision of invoices, time entries or other information pursuant to the terms hereof shall in no event constitute a waiver of the attorney-client privilege or of any benefits of the attorney work product doctrine.

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resolved through approval by the Court, to the extent of such approval. In no event shall any invoice or other statement submitted by any Exit Financing Party to any Debtor, the Creditors’ Committee, the U.S. Trustee or any other interested person (or any of their respective Professionals) with respect to fees or expenses incurred by any professional retained by such Exit Financing Party operate to waive the attorney/client privilege, the work-product doctrine or any other evidentiary privilege or protection recognized under applicable law. 11. For the avoidance of doubt, nothing in this Order waives, modifies, impacts, nullifies or amends the Debtors’ obligations under the Final DIP Order to pay the fees and expenses of the Ad Hoc Group of Senior Noteholders as set forth therein. 12. The terms and provisions of this Order shall be binding in all respects upon all parties in the Chapter 11 Cases, the Debtors, their estates, and all successors and assigns thereof, including any chapter 7 trustee or chapter 11 trustee appointed in any of these cases or after conversion of any of these cases to cases under chapter 7 of the Bankruptcy Code. 13. The Revised Exit Financing Documents shall be solely for the benefit of the parties thereto, and no other person or entity shall be a third party beneficiary thereof or hereof, except in accordance with the terms of the Revised Exit Financing Documents. Without limiting the generality of the foregoing, no person or entity shall have any right to seek or enforce specific performance of the Revised Exit Financing Documents except the parties thereto in accordance with their terms. 14. Subject to the terms and conditions of the Revised Exit Financing Documents, the Debtors and the Exit Financing Parties may enter into any amendment,

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modification, supplement or waiver to any provision of the Revised Exit Financing Documents, and the Debtors are authorized to enter into any such amendment, modification, supplement or waiver (and to pay any fees and other expenses, amounts, costs, indemnities and other obligations in connection therewith), other than any amendment, modification, supplement or waiver that has a material adverse impact on the Debtors’ estates, without further notice, hearing or order of this Court. 15. To the extent applicable, the automatic stay provisions of section 362 of the Bankruptcy Code are hereby vacated and modified solely to the extent necessary to effectuate all terms and provisions of the Revised Exit Financing Documents and this Order, including to permit the delivery of any notices contemplated by the Revised Exit Financing Documents or to exercise any rights set forth under such documents with respect to termination, in each case, without further order of the Court. 16. The failure to describe specifically or include any particular provision of the Revised Exit Financing Documents in the Motion or this Order shall not diminish or impair the effectiveness of such provision. 17. 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. 18. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 19. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

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Dated: _____________, 2021 New York, New York THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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Exhibit B Revised Proposed Order (Blackline against Original Proposed Order)

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et al., Case No. 20-11563 (SCC)(Jointly Administered) Debtors.1 ORDER (I) AUTHORIZING THE DEBTORS’ ENTRY INTO, AND PERFORMANCE UNDER, THE REVISED DEBT FINANCING COMMITMENT LETTER, (II) AUTHORIZING THE DEBTORS’ ENTRY INTO, AND PERFORMANCE UNDER, THE REVISED EQUITY COMMITMENT LETTER, (III) AUTHORIZING THE DEBTORS’ ENTRY INTO, AND PERFORMANCE UNDER, THE SUBSCRIPTION AGREEMENT AND (IV) AUTHORIZING INCURRENCE, PAYMENT, AND ALLOWANCE OF RELATED PREMIUMS, FEES, COSTS, AND EXPENSES AS SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS Upon the motion (the “Motion”)2 of Grupo Aeroméxico, S.A.B. de C.V. and itsaffiliates that are debtors and debtors in possession in these proceedings (collectively, the“Debtors”), for entry of an order (this “Order”), pursuant to sections 105(a), 363(b),503(b), and 507 of the Bankruptcy Code and Rules 6004(a) and 6004(h) of theBankruptcy Rules, (i) authorizing the Debtors’ entry into, and performance under, the 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, MexicoCity, C.P. 06500. 2 As used herein, the Motion shall mean, collectively, the Debtors’ Motion for Entry of an Order(I) Authorizing the Debtors’ Entry Into, and Performance Under, the Debt Financing Commitment Letter,(II) Authorizing the Debtors’ Entry Into, and Performance Under, the Equity Commitment Letter,(III) Authorizing the Debtors’ Entry Into, and Performance Under, the Subscription Agreement and(IV) Authorizing Incurrence, Payment, and Allowance of Related Premiums, Fees, Costs, and Expenses asSuperpriority Administrative Expense Claims [ECF No. 1860] (the “Exit Financing Motion”) and theSupplement to Debtors’ Exit Financing Motion and Notice of Filing of Revised Equity and DebtCommitment Letters [ECF No. 2168] (the “Supplement”). Each capitalized term used herein but nototherwise defined herein shall have the meaning ascribed to it in the Exit Financing Motion and theSupplement, as applicable.

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Revised Debt Financing Commitment Letter, (ii) authorizing the Debtors’ entry into,and performance under, the Revised Equity Commitment Letter, (iii) authorizingthe Debtors’ entry into, and performance under, the Subscription Agreement, and(iv) authorizing the incurrence, payment and allowance of all related fees, indemnities,costs and expenses under the Revised Exit Financing Documents, including, withoutlimitation, the Commitment Premiums, the Reimbursed CostsFees and Expenses and theindemnification provisions in the Revised Exit Financing Documents, as superpriorityadministrative expense claims, all as more fully provided in the Revised Exit FinancingDocuments, and as set forth in the Motion; and the Court having jurisdiction to considerthe Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 andthe 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 the Motion pursuant to28 U.S.C. § 157; and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408and 1409; and consideration of the Motion and the requested relief being a coreproceeding that the Court can determine pursuant to 28 U.S.C. § 157(b)(2); and due andproper notice of the Motion, and it appearing that no other or further notice need beprovided; and the Court having held a hearing to consider the relief requested in theMotion (the “Hearing”); and upon the record of the Hearing, the Parkhill Declaration,the Supplemental Parkhill Declaration, and upon all of the proceedings had before theCourt; and after due deliberation the Court having determined that the legal and factualbases set forth in the Motion establish good and sufficient cause for the relief grantedherein; and is in the best interests of the Debtors, their estates, their creditors, and allparties in interest, IT IS HEREBY ORDERED THAT:

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1. The relief requested in the Motion is granted as set forth herein. 2. Any and all objections to the Motion are hereby overruled in all respects. 3. The Debtors are authorized to enter into the Revised Debt FinancingCommitment Letter attached as Exhibit BC to the MotionSupplement. The Revised DebtFinancing Commitment Letter is valid, binding, and enforceable against the Debtors,their estates, and the Exit Financing Commitment Parties party thereto. 4. The Debtors are authorized to enter into the Revised Equity CommitmentLetter attached as Exhibit CA to the MotionSupplement. The Revised EquityCommitment Letter is valid, binding, and enforceable against the Debtors, their estates,and the Exit Financing Commitment Parties party thereto. 5. The Debtors are authorized to enter into the Subscription Agreement, onterms substantially similar to the terms set forth in the Equity Exit Financing Term Sheetattached as Exhibit A of the Revised Equity Commitment Letter (the “Equity FinancingTerm Sheet”). Upon entry, the Subscription Agreement shall be valid, binding, andenforceable against the Debtors, their estates, and the Exit Financing CommitmentParties party thereto. 6. The Debtors’ entry into the Revised Exit Financing Documents, includingthe Debtors’ agreement to incur and satisfy the Exit Financing Obligations, constitutes areasonable exercise of the Debtors’ business judgment. The Debtors are authorized toperform under and implement the terms of the Revised Exit Financing Documents andthe exhibits thereto, and to negotiate, prepare, execute, and deliver all documents, and totake any and all actions necessary and appropriate to implement the terms of the Revised

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Exit Financing Documents and to perform all obligations thereunder on the terms andconditions set forth therein, without further notice, hearing or order of this Court. 7. The Exit Financing Obligations, including, without limitation, theCommitment Premiums, the Reimbursed Fees and Expenses and the indemnificationprovisions set forth in the Revised Exit Financing Documents, are actual, necessary andreasonable costs and expenses of preserving the Debtors’ estates and as such, shall betreated as allowed superpriority administrative expenses in these Chapter 11 Cases,having priority over all administrative expenses of the kind specified in sections 503(b)and 507 of the Bankruptcy Code, junior only to the DIP Loans. The Exit FinancingObligations shall not be discharged, modified or otherwise affected by any chapter 11plan proposed by the Debtors, dismissal of these Chapter 11 Cases or conversion of theseChapter 11 Cases to cases under chapter 7 of the Bankruptcy Code. Neither the ExitFinancing Obligations nor any portion thereof shall be subject to disgorgement, setoff,disallowance, impairment, challenge, contest, attack, rejection, recoupment, reduction,defense, counterclaim, offset, subordination, recharacterization, avoidance or other claim,cause of action or other challenge of any nature under the Bankruptcy Code, underapplicable non-bankruptcy law or otherwise absent a final, non-appealable finding ofgross negligence, willful misconduct, criminal conduct, or fraud by an Exit FinancingCommitment Party in connection with the Revised Exit Financing Documents and, in anysuch case, solely with respect to such Exit Financing Commitment Party. 8. The Commitment Premiums, including the Commitment Party CreditorElection (as defined below), are hereby approved as reasonable, and are an essential andappropriate means for the Debtors to obtain the Exit Financing Commitments, and shall

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not be subject to disgorgement, setoff, disallowance, impairment, challenge, contest,attack, rejection, recoupment, reduction, defense, counterclaim, offset, subordination,recharacterization, avoidance or other claim, cause of action or other challenge of anynature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwiseabsent a final, non-appealable finding of gross negligence, willful misconduct, criminalconduct, or fraud by an Exit Financing Commitment Party in connection with theRevised Exit Financing Documents and, in any such case, solely with respect to suchExit Financing Party. For the avoidance of doubt, the Commitment Premium includes theright of Exit Financing Parties that hold (whether directly, indirectly, via participation,or otherwise) (a) Notes claims against Grupo Aeroméxico and Aerovías or (b) otherallowed claims against Aerovías with enforceable guarantees against Grupo Aeroméxico,as consideration for their Exit Equity Commitments and other obligations set forth in theEquity Financing Term Sheet and the Subscription Agreement, to elect to receive theirdistribution on account of all such claims in all New Shares, all cash, or a combination ofNew Shares and cash (such election, the “Commitment Party Creditor Election”). 9. The Debtors are authorized to pay the Reimbursed Fees and Expensespursuant to the terms and conditions set forth in the Revised Exit Financing Documents,without further notice, hearing, or order of this Court, as, when, and to the extent theybecome due and payable under the terms of the Revised Exit Financing Documents,which Reimbursed Fees and Expenses shall not be subject to any disgorgement, setoff,disallowance, impairment, challenge, contest, attack, rejection, recoupment, reduction,defense, counterclaim, offset, subordination, recharacterization, avoidance or other claim,cause of action or other challenge of any nature under the Bankruptcy Code, under

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applicable non-bankruptcy law or otherwise. Notwithstanding anything in the Motion orthe Equity Financing Term Sheet, the Ducera Financing Fee shall be $4,250,000, which,for the avoidance of doubt, shall not prejudice either Ducera Partners LLC’s or BancoBTG Pactual SA’s entitlement to other fees and reimbursements provided for under theirrespective engagement letters. 10. Each professional or party seeking payment from the Debtors shallprovide copies of applicable invoices (which invoices may be redacted or summarized forprotection of an applicable privilege or the work product doctrine) (the fees thereunder,the “Invoiced Fees”) to the extent not already provided, to counsel to the Debtors,counsel to the Creditors’ Committee and the U.S. Trustee.3 Any objections raised by theDebtors, the U.S. Trustee or the Creditors’ Committee challenging the reasonableness ofany portion of the Invoiced Fees (such portion, the “Disputed Invoiced Fees”) must bein writing and state with particularity the grounds therefor and must be submitted to theapplicable professional or party within 10 business days of receipt (the “ReviewPeriod”) and, if after the Review Period an objection remains unresolved, such objectionwill be subject to resolution by the Court. After the Review Period, the undisputedportion of Invoiced Fees will be paid promptly by the Debtors, without the necessity offiling formal fee applications or any further approval of this Court, regardless of whether 3 For the avoidance of doubt, the fees provided for in this Order must be reasonable. Although the U.S. Trustee fee guidelines do not apply, professionals shall submit time and expense detail entries to the U.S. Trustee, as well as any further information or backup documentation requested by the U.S. Trustee todetermine the reasonableness of the invoiced amount. Invoices for such fees and expenses provided to anyparty shall not be required to include any information subject to the attorney-client privilege, joint defenseprivilege, bank examiner privilege, or any information constituting attorney work product, and time andexpense detail entries and other information provided solely to the U.S. Trustee shall be returned ordestroyed after the U.S. Trustee has reviewed such material and any objections to the applicable fees andexpenses have been resolved upon request of the applicable professional. Furthermore, the provision ofinvoices, time entries or other information pursuant to the terms hereof shall in no event constitute a waiverof the attorney-client privilege or of any benefits of the attorney work product doctrine.

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such amounts arose or were incurred before or after the Petition Date. The Debtors shallpay any Disputed Invoiced Fees promptly upon resolution of the objection, including tothe extent resolved through approval by the Court, to the extent of such approval. In noevent shall any invoice or other statement submitted by any Exit Financing CommitmentParty to any Debtor, the Creditors’ Committee, the U.S. Trustee or any other interestedperson (or any of their respective Professionals) with respect to fees or expenses incurredby any professional retained by such Exit Financing Commitment Party operate to waivethe attorney/client privilege, the work-product doctrine or any other evidentiary privilegeor protection recognized under applicable law. 11. For the avoidance of doubt, nothing in this Order waives, modifies,impacts, nullifies or amends the Debtors’ obligations under the Final DIP Order to paythe fees and expenses of the Ad Hoc Group of Senior Noteholders as set forth therein. 12. The terms and provisions of this Order shall be binding in all respectsupon all parties in the Chapter 11 Cases, the Debtors, their estates, and all successors andassigns thereof, including any chapter 7 trustee or chapter 11 trustee appointed in any ofthese cases or after conversion of any of these cases to cases under chapter 7 of theBankruptcy Code. 13. The Revised Exit Financing Documents shall be solely for the benefit ofthe parties thereto, and no other person or entity shall be a third party beneficiary thereofor hereof, except in accordance with the terms of the Revised Exit Financing Documents. Without limiting the generality of the foregoing, no person or entity shall have any rightto seek or enforce specific performance of the Revised Exit Financing Documents exceptthe parties thereto in accordance with their terms.

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14. Subject to the terms and conditions of the Revised Exit FinancingDocuments, the Debtors and the Exit Financing Commitment Parties may enter into anyamendment, modification, supplement or waiver to any provision of the Revised ExitFinancing Documents, and the Debtors are authorized to enter into any such amendment,modification, supplement or waiver (and to pay any fees and other expenses, amounts,costs, indemnities and other obligations in connection therewith), other than anyamendment, modification, supplement or waiver that has a material adverse impact onthe Debtors’ estates, without further notice, hearing or order of this Court. 15. To the extent applicable, the automatic stay provisions of section 362 ofthe Bankruptcy Code are hereby vacated and modified solely to the extent necessary toeffectuate all terms and provisions of the Revised Exit Financing Documents and thisOrder, including to permit the delivery of any notices contemplated by the Revised ExitFinancing Documents or to exercise any rights set forth under such documents withrespect to termination, in each case, without further order of the Court. 16. The failure to describe specifically or include any particular provision ofthe Revised Exit Financing Documents in the Motion or this Order shall not diminish orimpair the effectiveness of such provision. 17. Notwithstanding the possible applicability of Bankruptcy Rules 6004(a),6004(h), or otherwise, the terms and conditions of this Order shall be immediatelyeffective and enforceable upon its entry. 18. The Debtors are authorized to take all actions necessary to effectuate therelief granted in this Order in accordance with the Motion.

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19. This Court retains exclusive jurisdiction with respect to all matters arisingfrom 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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