ContractPledge Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
GRUPO AEROMEXICO, S.A.B. DE C.V. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
DEPOSIT AGREEMENT dated as of , 2024 among GRUPO AEROMEXICO, S.A.B. DE C.V., a company incorporated under the laws of United Mexican States (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
CLIENT NO.: 2260 AGREEMENT NO.: 8379Grupo Aeromexico, S.A.B. De C.V. • October 10th, 2023 • Air transportation, scheduled
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
REGISTRATION RIGHTS AGREEMENT GRUPO AEROMÉXICO, S.A.B. DE C.V.Registration Rights Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2022, by and among (i) Grupo Aeroméxico, S.A.B. DE C.V. (the “Company”), and (ii) the Holders (as defined below). The Company and the Holders are referred to collectively herein as the “Parties” and each, individually, as a “Party”. Capitalized terms used herein have the meanings set forth in Section 1.
ContractPledge Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
ContractGrupo Aeromexico, S.A.B. De C.V. • May 13th, 2024 • Air transportation, scheduled
Concession Title, dated October 24, 2000, granted to Aerolitoral, S.A. de C.V. by the Ministry of Infrastructure, Communications and Transportation (Secretaría de Infrastructura, Comunicaciones y Transportes).1
REGISTRATION RIGHTS AGREEMENT GRUPO AEROMÉXICO, S.A.B. DE C.V.Registration Rights Agreement • August 29th, 2023 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2022, by and among (i) Grupo Aeroméxico, S.A.B. DE C.V. (the “Company”), and (ii) the Holders (as defined below). The Company and the Holders are referred to collectively herein as the “Parties” and each, individually, as a “Party”. Capitalized terms used herein have the meanings set forth in Section 1.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT GRUPO AEROMÉXICO, S.A.B. DE C.V.Registration Rights Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement (as defined below) is made and entered into as of June 22, 2022, by and among (i) Grupo Aeroméxico, S.A.B. DE C.V. (the “Company”), and (ii) those certain Holders signatory hereto (each a “Required Party” and collectively, the “Required Parties”).
TRANSACTION AGREEMENTTransaction Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
This Transaction Agreement (together with the exhibits attached hereto and made a part hereof, this “Agreement”), dated as of June 29, 2022 (the “Execution Date”), is entered into by and among GRUPO AEROMÉXICO, S.A.B. DE C.V. (“Grupo Aeroméxico”), AEROVÍAS DE MEXICO, S.A. DE C.V. (“Aerovías” and, together with Grupo Aeroméxico, “Aeroméxico”), AIMIA HOLDINGS UK LIMITED and AIMIA HOLDINGS UK II LIMITED (collectively, “Aimia”), and PLM PREMIER, S.A.P.I. DE C.V. (“PLM”). Each of Grupo Aeroméxico, Aerovías, Aimia and PLM may be referred to herein as a “Party” and collectively as the “Parties.” Unless otherwise specified herein, all capitalized terms used herein shall have the meanings ascribed to them in (i) that certain Chronological Plan to the Transaction Agreement (inclusive of the exhibits annexed thereto, the “Chronological Plan”) attached hereto as Exhibit A and made a part of this Agreement or (ii) that certain Share Purchase Agreement (inclusive of the exhibits annexed thereto, the
ContractMd-83 N945as • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
Concession Title, dated March 16, 2000, granted to Aerovías de México, S.A. de C.V. by the Ministry of Infrastructure, Communications and Transportation (Secretaría de Infrastructura, Comunicaciones y Transportes).1
ContractNon-Dispossessory Pledge Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
ContractDispossessory Pledge Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
TRANSACTION AGREEMENTTransaction Agreement • August 29th, 2023 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
This Transaction Agreement (together with the exhibits attached hereto and made a part hereof, this “Agreement”), dated as of June 29, 2022 (the “Execution Date”), is entered into by and among GRUPO AEROMÉXICO, S.A.B. DE C.V. (“Grupo Aeroméxico”), AEROVÍAS DE MEXICO, S.A. DE C.V. (“Aerovías” and, together with Grupo Aeroméxico, “Aeroméxico”), AIMIA HOLDINGS UK LIMITED and AIMIA HOLDINGS UK II LIMITED (collectively, “Aimia”), and PLM PREMIER, S.A.P.I. DE C.V. (“PLM”). Each of Grupo Aeroméxico, Aerovías, Aimia and PLM may be referred to herein as a “Party” and collectively as the “Parties.” Unless otherwise specified herein, all capitalized terms used herein shall have the meanings ascribed to them in (i) that certain Chronological Plan to the Transaction Agreement (inclusive of the exhibits annexed thereto, the “Chronological Plan”) attached hereto as Exhibit A and made a part of this Agreement or (ii) that certain Share Purchase Agreement (inclusive of the exhibits annexed thereto, the
GRUPO AEROMÉXICO, S.A.B. DE C.V as Issuer THE GUARANTORS PARTY HERETO THE BANK OF NEW YORK MELLON as Trustee, Registrar, Transfer Agent and Principal Paying Agent and UMB Bank National Association As Collateral Agent Indenture Dated as of March 17,...Pledge and Security Agreement • October 10th, 2023 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
INDENTURE, dated as of March 17, 2022, among GRUPO AEROMÉXICO, S.A.B. DE C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (the “Issuer”), each of the Persons identified on Schedule I, as Guarantors (together with any entities that become guarantors hereunder after the date hereof pursuant to the terms of this Indenture, the “Guarantors,” and together with the Issuer, the “Note Parties”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying Agent, and UMB BANK NATIONAL ASSOCIATION, as Collateral Agent.
SHORT FORM OF PLEDGE AND SECURITY AGREEMENT BETWEEN GRUPO AEROMÉXICO, S.A.B. DE C.V. AND CERTAIN OF ITS AFFILIATES, AS PLEDGORS, AND UMB BANK, N.A., AS PLEDGEE.Grupo Aeromexico, S.A.B. De C.V. • May 13th, 2024 • Air transportation, scheduled • New York
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
•] American Depositary Shares Representing [•] Common Shares Grupo Aeroméxico, S.A.B. de C.V. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
The ADSs will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to a Deposit Agreement, dated as of [•] (the “Deposit Agreement”), among the Company, the Bank of New York Mellon, as depositary (the “Depositary”), and all owners and holders of ADRs issued thereunder. The Common Shares of the Company represented by the ADSs are hereinafter referred to as the “Underlying Securities.”
ContractNon-Dispossessory Pledge Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
