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Full title: Declaration of Alejandro Sainz in Support of the Debtors' Motion to Enforce the Courts Order Authorizing Entry into New Agreements Establishing New Labor Conditions with ASPA, ASSA, STIA, and Independencia (related document(s)[2356]) filed by Timothy E. Graulich on behalf of Grupo Aeromexico, S.A.B. de C.V.. (Graulich, Timothy)

Document posted on Jan 4, 2022 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

(“Sainz Abogados” or the “Firm”)2, located at Boulevard Manuel Ávila Camacho 24, Floor 21, Lomas de Chapultepec 11000, Mexico City, Mexico.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. Aeroméxico, S.A.B. de C.V. (“Grupo Aeroméxico”) and its affiliates that are debtors and debtors in possession in these proceedings (collectively, the “Debtors”; the Debtors collectively with their direct and indirect non-Debtor subsidiaries, the “Company” or “Aeroméxico”).B at 1 (“[A]ppearing for Sindicato Nacional de Trabajadores al Servicio de las Líneas Aéreas, Transportes, Servicios, Similares y Conexos “Independencia” are its agents Elizabeth Hernández Hernández, Víctor Vizcarra González and Salvador Villaseñor del Villar, who identify themselves with professional licenses . . . .Indeed, upon information and belief, Independencia’s counsel, Salvador Villaseñor del Villar (the same counsel that appeared on Independencia’s behalf at the Labor Board Ratification Hearing), subscribed to receive docket alerts from the Debtors’ case website maintained by Epiq Corporate Restructuring, LLC in September 2020 – well in advance of the CBA Pleadings being filed in April 2021.

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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 Counsel to the Debtors and Debtors in Possession In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) Debtors.1 (Jointly Administered) DECLARATION OF ALEJANDRO SAINZ IN SUPPORT OF THE DEBTORS’ MOTION TO ENFORCE THE COURT’S ORDER AUTHORIZING ENTRY INTO NEW AGREEMENTS ESTABLISHING NEW LABOR CONDITIONS WITH ASPA, ASSA, STIA, AND INDEPENDENCIA I, Alejandro Sainz, declare as follows: 1. I am an attorney duly admitted to practice in Mexico. I am a senior partner at Sainz Abogados, S.C. (“Sainz Abogados” or the “Firm”)2, located at Boulevard Manuel Ávila Camacho 24, Floor 21, Lomas de Chapultepec 11000, Mexico City, Mexico. I am the head of the Firm’s Insolvency and Restructurings Practice Group and a member of the Firm’s Mergers and Acquisitions Practice Group. Sainz Abogados serves as special Mexican counsel to Grupo 1 The Debtors in these cases, along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de México, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500. 2 Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Motion to Enforce.

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Aeroméxico, S.A.B. de C.V. (“Grupo Aeroméxico”) and its affiliates that are debtors and debtors in possession in these proceedings (collectively, the “Debtors”; the Debtors collectively with their direct and indirect non-Debtor subsidiaries, the “Company” or “Aeroméxico”). 2. I hold a Licenciado en Derecho (J.D. equivalent) from Universidad Panamericana. I am a member in good standing of the Mexican Bar Association and I currently co-chair the Restructurings and Insolvency Commission (Derecho Concursal) of the Mexican Bar Association. 3. I submit this declaration (this “Declaration”) in support of confirmation of the Debtors’ Motion To Enforce the Court’s Order Authorizing Entry Into New Agreements Establishing New Labor Conditions with ASPA, ASSA, STIA, and Independencia [ECF No. 2356] (the “Motion to Enforce”). I have reviewed the Motion to Enforce. Unless otherwise indicated, the statements set forth in this Declaration are based on (a) my personal knowledge or experiences; (b) information that I have received from the Debtors, my colleagues at Sainz Abogados working directly with me or under my supervision, direction, or control, or other advisors of the Debtors; and/or (c) my review of relevant documents. 4. Where the matters stated in this Declaration are statements of fact that are within my personal knowledge, they are true. Where the matters stated in this Declaration that are statements of fact are not within my personal knowledge, they are derived, as appropriate, from other sources and are true to the best of my knowledge, information and belief. 5. I am not being specifically compensated for this testimony other than through payments received by Sainz Abogados as a professional retained by the Debtors. I am over the age of 18 years and authorized to submit this Declaration on behalf of the Debtors. If I were called upon to testify, I could and would competently testify to the facts set forth herein.

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The Covenant Is Binding on Invictus 6. As set forth more fully in the Motion to Enforce, Invictus’s allegations and/or insinuations that Independencia did not agree to the Covenant (including the plan support provision) and were somehow taken advantage of by the Debtors are unequivocally false. 7. The Modification Agreements were duly presented by the Debtors and Independencia on February 2, 2021 (the “Labor Board Ratification Hearing”) to the Federal Conciliation and Arbitration Board of the Mexican Department of Labor and Social Welfare (the “Labor Board”) and were ratified. I attended to the Labor Board Ratification Hearing. 8. Invictus asserts that Independencia lacked representation during the CBA negotiations. See, e.g., Obj., ¶ 45. To the contrary, Independencia was in fact represented by counsel during the negotiations culminating in the Modification Agreements. Three attorneys appeared on behalf of Independencia at the Labor Board Ratification Hearing.3 Additionally, Lee Moak, a respected labor relations expert who has advised numerous unions in chapter 11 cases of airlines, advised Independencia – as well several of the Debtors’ other Unions including ASPA – in connection with selling their claims, as well with ASPA in negotiating the Bankruptcy Protection Covenant that formed the basis for plan support for each of the Unions. Moreover, each March 31 Complementary Agreement was signed by Tomás Del Toro Del Villar (“Villar”), as Secretary General of Independencia. See Mot. to Enforce, Exs. A–C. Mr. Villar likewise executed each transfer to Invictus of the Independencia Union Claims. See ECF Nos. 1632–40. Upon information and belief, Mr. Villar Tomás Del Toro is the chief of the Independencia union, 3 See Mot. to Enforce, Ex. B at 1 (“[A]ppearing for Sindicato Nacional de Trabajadores al Servicio de las Líneas Aéreas, Transportes, Servicios, Similares y Conexos “Independencia” are its agents Elizabeth Hernández Hernández, Víctor Vizcarra González and Salvador Villaseñor del Villar, who identify themselves with professional licenses . . . . Those authorized to receive them are Attorneys at Law Elizabeth Hernández Hernández, Víctor Vizcarra González and Salvador Villaseñor del Villar . . ..”).

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an attorney, and a former Deputy of the LX Legislature of the Mexican Congress representing the State of Mexico. 9. The Modification Agreements, as ratified on February 2, 2021, provided that the changes contemplated therein shall be applicable once the Debtors have reached agreements to modify their collective bargaining agreements with each of the other Unions. Moreover, as negotiated for by each Union, the Modification Agreements included a “most-favored nation” provision, which provided that the Modification Agreements shall be modified as appropriate to conform with any modifications subsequently made to the collective bargaining agreements between the Debtors and the other Unions. For this reason, upon coming to terms with the ASPA on the Covenant, the Modification Agreements were modified by the March 31 Complementary Agreements to incorporate the Covenant. 10. I was intimately involved in the lengthy negotiations with the Unions of the new CBAs that spanned nearly nine months. The negotiations were hard-fought, arms’ length negotiations that culminated in new agreements being reached with each of the Unions. At all relevant times, Independencia was aware of the status of the CBA negotiations and the proceedings in connection thereto before this Court. Indeed, upon information and belief, Independencia’s counsel, Salvador Villaseñor del Villar (the same counsel that appeared on Independencia’s behalf at the Labor Board Ratification Hearing), subscribed to receive docket alerts from the Debtors’ case website maintained by Epiq Corporate Restructuring, LLC in September 2020 – well in advance of the CBA Pleadings being filed in April 2021. Subscribers to docket alerts receive email notification of all filings with the Court in these Chapter 11 Cases. Invictus’s assertions that the Debtors somehow misled Independencia into entering into the Covenant ignores the reality that this was a thoughtful and arduous negotiation process that

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required approval from Independencia’s members and ratification by the relevant Mexican authorities. 11. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information and belief. Executed this 5th day of January, 2022 in Mexico City, Mexico /s/ Alejandro Sainz Alejandro Sainz

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