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Full title: Second Amended Order Approving the Settlement Regarding Series Aeromex 00320 Cebures signed on 1/6/2022 (related document(s)[695]) (White, Greg)

Document posted on Jan 5, 2022 in the bankruptcy, 17 pages and 0 tables.

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P. 9019, Approving the Settlement Regarding Series AEROMEX00320 CEBURES Bonds [ECF No. 695] (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”), pursuant to sections 105(a) and 363(b) of the Bankruptcy Code and Bankruptcy Rule 9019, for an order (this “Order”) approving the Settlement (as amended by the First Amendment Agreement, the Second Amendment Agreement attached hereto as Annex I, and as may be subsequently amended from time to time); and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and Amended Standing Order of Reference M-431, dating January 12, 2012 (Preska, C.J.); and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and sufficient notice of 1 AMENDMENT AGREEMENT DATED November 8, 2021 (the “Second Amendment Agreement” or the “Agreement”) to the Standstill Agreement ("Standstill Agreement") dated November 18, 2020, entered into by: Grupo Aeromexico, S.A.B. de C.V., as issuer, with respect to the issuance of the certificates listed in the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.), with the ticker symbol “AEROMEX 00320” (indistinctly, as applicable, “Aeroméxico” or the “Issuer”); and CIBanco, S.A., Institución de Banca Múltiple (“CIBanco” or the “Common Representative” and together with Aeroméxico, the “Parties”), acting individually in each case, as the common representative of the Holders (as defined below) of the Certificates (as defined below).On the same date a Standstill Agreement was executed, in which the Holders granted the Issuer a Standstill Period (as defined in the Standstill Agreement), so that Holders do not exercise, for a certain period of time, the rights and actions resulting from any breach of the terms and conditions of the Certificates. On October 26, 2021 a general meeting of the Holders of the Certificates was held (the “Approval Meeting”), in which, among other subjects, resolved to approve the execution of this Second Amendment Agreement in order to among others, newly extend the Standstill Period (as such term is defined in the Standstill Agreement) for the compliance of the Parties´ obligations included in the same.Aeroméxico, as consideration for the Standstill Period granted by the Holders, undertakes: (i) to pay the legal fees and reasonable expenses incurred by Greenberg Traurig LLP, as counsel to the Holders, as of November 8, 2021, which is the amount of US$ 35,853.99 plus applicable VAT; (ii) to pay the legal fees and reasonable expenses incurred by Greenberg Traurig LLP, as counsel to the Holders, subject to a maximum aggregate limit of US$175,000 through December 15, 2021; and (iii) to pay the fees and rea

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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) Debtors.1 (Jointly Administered) SECOND AMENDED ORDER PURSUANT TO 11 U.S.C. §§ 105 AND 363(B) AND FED. R. BANKR. 9019 APPROVING THE SETTLEMENT REGARDING SERIES AEROMEX 00320 CEBURES Upon the Debtors’ Motion for an Order Pursuant to 11 U.S.C. §§ 105 and 363(b), and Fed. R. Bankr. P. 9019, Approving the Settlement Regarding Series AEROMEX00320 CEBURES Bonds [ECF No. 695] (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”), pursuant to sections 105(a) and 363(b) of the Bankruptcy Code and Bankruptcy Rule 9019, for an order (this “Order”) approving the Settlement (as amended by the First Amendment Agreement, the Second Amendment Agreement attached hereto as Annex I, and as may be subsequently amended from time to time); and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and Amended Standing Order of Reference M-431, dating January 12, 2012 (Preska, C.J.); and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and sufficient notice of 1 The Debtors in these cases, along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de México, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500. 2 Unless otherwise defined herein, each capitalized term shall have the meaning ascribed to such term in the Motion.

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the Motion and the notice of presentment (the “Notice”) annexing this Order having been provided in accordance with the Order Establishing Certain Notice, Case Management, and Administrative Procedures, entered by the Court on July 8, 2020 [ECF No. 79], and it appearing that no other or further notice need be provided; and upon all of the proceedings had before the Court; and the Court having found and determined that the relief sought in the Motion and in the Notice is in the best interests of the Debtors, their estates, creditors, and all parties in interest, and that the legal and factual bases set forth in the Motion and the Notice and in the papers in support thereof establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing thereof, IT IS HEREBY ORDERED THAT 1. The relief requested in the Motion is hereby granted as set forth herein. 2. The Settlement, embodied in the Standstill Agreement (as amended by the FirstAmendment Agreement, the Second Amendment Agreement attached hereto as Annex I, and as may be subsequently amended from time to time), including, but not limited to, the acknowledgements made therein, is approved in its entirety. 3. The Debtors are authorized to take any actions as are necessary or appropriate toimplement and effectuate the terms of this Order. 4. This Court shall retain exclusive jurisdiction to hear and determine all mattersarising from or related to the implementation, interpretation and enforcement of this Order. Dated: New York, New York January 6, 2022 /S/ Shelley C. Chapman THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 2

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Annex I Second Amendment Agreement (Spanish Original)

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Annex II Second Amendment Agreement (English Translation)

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SECOND AMENDMENT AGREEMENT DATED November 8, 2021 (the “Second Amendment Agreement” or the “Agreement”) to the Standstill Agreement ("Standstill Agreement") dated November 18, 2020, entered into by: Grupo Aeromexico, S.A.B. de C.V., as issuer, with respect to the issuance of the certificates listed in the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.), with the ticker symbol “AEROMEX 00320” (indistinctly, as applicable, “Aeroméxico” or the “Issuer”); and CIBanco, S.A., Institución de Banca Múltiple (“CIBanco” or the “Common Representative” and together with Aeroméxico, the “Parties”), acting individually in each case, as the common representative of the Holders (as defined below) of the Certificates (as defined below). Pursuant to the following Recitals, Representations and Clauses: RECITALS I. On May 28, 2020, Aeromexico, in its capacity as Issuer, with the appearance of CIBanco, as Common Representative, issued 2’500,000 (two million five hundred thousand) certificates identified with the ticker symbol AEROMEX 00320 (the “Certificates”), for a total amount of $250,000’000.00 (two hundred and fifty million 00/100 Mexican Pesos). II. On June 30, 2020, Aeroméxico, together with several Affiliates, started a voluntary financial restructuring process under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) (the “Bankruptcy Case”) in the United States Bankruptcy Court for the Southern District of New York. III. On July 20, 2020 meetings of the holders of the Certificates (the “Holders”), in which, among other things, Aeroméxico, in relation to the Bankruptcy Case, presented for the consideration of the Holders’ Meetings a proposal to restructure the Certificates. At such meetings, among other things, it was resolved to acknowledge the report submitted by Aeroméxico and the general proposal to restructure the Certificates authorizing the Common Representative and their legal counsel were instructed to engage with Aeromexico to prepare and review the detailed proposal for the Certificates’ restructuring. Additionally, it was resolved to instruct the Common Representative to call a new general meeting of Holders as soon as possible, which should be held on November 18, 2020, for the purpose of presenting to the Holders, for their consideration, the detailed proposal for the Certificates’ restructuring presented by Aeroméxico. IV. On November 18, 2020, unanimous resolutions were adopted by the Holders of the Certificates, in which the Holders, among other things, resolved to approve the standstill proposal for the Certificates’ presented by Aeroméxico. On the same date a Standstill Agreement was executed, in which the Holders granted the Issuer a Standstill Period (as defined in the Standstill Agreement), so that Holders do not exercise, for a certain period of time, the rights and actions resulting from any breach of the terms and conditions of the Certificates. V. On July 19, 2021, a First Amendment Agreement was executed, in order to among others, extend the Standstill Period (as defined in the Standstill Agreement) for the compliance of the Parties´ obligations included in the same. VI. On October 26, 2021 a general meeting of the Holders of the Certificates was held (the “Approval Meeting”), in which, among other subjects, resolved to approve the execution of this Second Amendment Agreement in order to among others, newly extend the Standstill Period (as such term is defined in the Standstill Agreement) for the compliance of the Parties´ obligations included in the same.

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REPRESENTATIONS I. Aeroméxico, through its legal representatives, represents that: (a) It is a company legally incorporated and existing under the laws of Mexico, with the full corporate power, pursuant to its corporate purpose, to enter into this Agreement and to assume and perform the obligations established and agreed upon under this Agreement. (b) Its legal representatives have the necessary power and authority to undertake the obligations set forth herein on its behalf, and such powers have not been revoked, limited or modified in any way as of the date of execution of this Second Amendment Agreement. (c) The execution of this Second Amendment Agreement and the assumption and performance of the obligations hereunder have been duly authorized by its corporate bodies, and (i) do not violate its by-laws; (ii) do not violate any agreement or contract, license to which it is a party or to which any of its assets are subject; and (iii) do not violate any applicable or mandatory law, rule, regulation or contractual provision or any judicial or administrative ruling or order of any arbitral tribunal of any nature whatsoever binding upon or affecting Aeromexico. (d) This Second Amendment Agreement constitutes a legal, valid and enforceable obligation against Aeromexico, in accordance with its terms. II. The Common Representative, through its trustee delegates, represents that: (a) It is a banking institution duly incorporated and validly existing in accordance with the laws of Mexico, authorized to act as a credit institution and as common representative, and registered in the Public Registry of Commerce. (b) Its trustee delegates have the necessary legal power and authority to undertake the obligations set forth herein on its behalf, which powers have not been modified, restricted, limited or revoked in any way as of this date. (c) The execution and performance of this Second Amendment Agreement requires the consent of the Holders, which consent was duly obtained at the Approval Meetings, and therefore it appears in compliance with the resolutions adopted by the Holders at the Approval Meetings. (d) This Second Amendment Agreement constitutes a legal, valid and enforceable obligation against the Common Representative, as well as against the Holders, in accordance with its terms. (e) The representations and the obligations assumed by Aeroméxico under this Second Amendment Agreement constitute the determining reason for its willingness to enter into this Second Amendment Agreement and to grant the amendments and waivers provided for in this Second Amendment Agreement. In accordance to the abovementioned, the parties state the following: 2

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ARTICLES FIRST. Defined Terms. The terms used with an initial capital letter in this Second Amendment Agreement shall have the meanings attributed to them in the instrument of the Certificates and the Standstill Agreement, except in the cases where any of these terms has been expressly defined in this Agreement, in which case they shall have the meanings attributed to them. SECOND. Amendment to the Standstill Agreement. The Parties expressly agree to modify the following Clauses of the Standstill Agreement: a) Third Clause (Standstill Period) of the Standstill Agreement, to be read as follows: “THIRD. Standstill Period. The standstill period shall be granted for a period (the “Standstill Period”) beginning on August 6, 2020 and ending on the date that occurs first between: i. December 15, 2021, or ii. The date on which the reorganization plan to be submitted by Aeroméxico within the Bankruptcy Case has been approved by the United States Bankruptcy Court for the Southern District of New York and becomes legally effective. In case the confirmation date of Aeroméxico’s reorganization plan is extended, the parties, with the Holders’ prior approval, may further extend the Standstill Period on substantially similar terms and conditions without the necessity for further approval from the United States Bankruptcy Court for the Southern District of New York. Once the Standstill Period has expired, this Standstill Agreement shall be automatically terminated without prior notice to any of the parties hereto.” b) Item c) (i) in Clause Fourth (Acknowledgements, Agreements and Covenants of Aeroméxico) to be read in the relevant part as follows: “FOURTH. Acknowledgements, Agreements and Covenants of Aeroméxico. […] c) Aeroméxico, as consideration for the Standstill Period granted by the Holders, undertakes: (i) to pay the legal fees and reasonable expenses incurred by Greenberg Traurig LLP, as counsel to the Holders, as of November 8, 2021, which is the amount of US$ 35,853.99 plus applicable VAT; (ii) to pay the legal fees and reasonable expenses incurred by Greenberg Traurig LLP, as counsel to the Holders, subject to a maximum aggregate limit of US$175,000 through December 15, 2021; and (iii) to pay the fees and reasonable expenses incurred by Teneo Capital LLC, as financial advisor for the benefit of the Holders, through December 15, 2021, subject to a maximum aggregate limit of US$150,000. […]” 3

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THIRD: Miscellaneous. 3.1 Entirety of the Agreement. This Second Amendment Agreement modifies the Standstill Agreement, only and exclusively in the parts provided in Second Clause hereof; therefore, this Second Amendment Agreement together with the Standstill Agreement with respect to the parts not amended hereby, constitutes the entirety of the agreements entered into between the Parties with respect to the Standstill Period. 3.2 Modifications. This Second Amendment Agreement and the Standstill Agreement may not be modified in any manner whatsoever without the prior written agreement of the Parties. 3.3 Headings. The headings in this Second Amendment Agreement are inserted for reference purposes only and may not be used in the interpretation of this Agreement. 3.4 No Novation. The execution of this Second Amendment Agreement does not constitute a novation of the obligations of the Parties under the Standstill Agreement. FOURTH. Applicable Law, Interpretation and Jurisdiction. For all matters relating to the interpretation and performance of this Second Amendment Agreement, the Parties hereby expressly and irrevocably submit to the applicable laws of Mexico and to the jurisdiction of the competent federal courts located in Mexico City, Mexico, and expressly and irrevocably waive any other jurisdiction that may correspond to them by virtue of their respective present or future domiciles, the location of their assets or for any other reason. IN WITNESS WHEREOF, the Parties hereto enter into this Second Amendment Agreement on the date mentioned in the foreword hereto. [SIGNATURE PAGES FOLLOW] 4

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Issuer Grupo Aeromexico, S.A.B. de C.V. By: ________________________________ Por: ________________________________ Name: Ricardo Sánchez Baker Nombre: Daniel Martínez Martínez Position: Legal Representative Cargo: Legal Representative THIS SIGNATURE PAGE CORRESPONDS TO THE SECOND AMENDMENT AGREEMENT DATED NOVEMBER 8, 2021 EXECUTED BETWEEN GRUPO AEROMEXICO, S.A.B. DE C.V. AND CIBANCO S.A. INSTITUCIÓN DE BANCA MULTIPLE AS COMMON REPRESENTATIVE OF THE HOLDERS OF THE CERTIFICATES WITH TICKER SYMBOL “AEROMEX 00320”.

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Common Representative CIBanco, S.A., Institución de Banca Múltiple By: ________________________________ Por: ________________________________ Name: Gerardo Ibarrola Samaniego Nombre: Patricia Flores Milchorena Position: Fiduciary Deputy Cargo: Fiduciary Deputy THIS SIGNATURE PAGE CORRESPONDS TO THE SECOND AMENDMENT AGREEMENT DATED NOVEMBER 8, 2021 EXECUTED BETWEEN GRUPO AEROMEXICO, S.A.B. DE C.V. AND CIBANCO S.A. INSTITUCIÓN DE BANCA MULTIPLE AS COMMON REPRESENTATIVE OF THE HOLDERS OF THE CERTIFICATES WITH TICKER SYMBOL “AEROMEX 00320”.

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