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.
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 “[***]”.
CLIENT NO.: 2260 AGREEMENT NO.: 8379Airport Services Agreement • October 10th, 2023 • 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 “[***]”.
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.
TO BE RATIFIED BEFORE A MEXICAN NOTARY PUBLIC AND REGISTERED IN THE RUG AND RAM].Non-Posessory Pledge Agreement • December 6th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
NON-POSSESORY PLEDGE AGREEMENT dated as of November 14, 2024 (as the same may be amended, in whole or in part, supplemented or otherwise restated from time to time, the “Agreement”), by and among:
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 “[***]”.
ContractNon-Dispossession 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 “[***]”.
ContractConcession Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • 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
REVOLVING LOAN AGREEMENT, dated as of August 26, 2024 amongRevolving Loan Agreement • December 6th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
This REVOLVING LOAN AGREEMENT (this “Agreement”), dated as of August 26, 2024, is among AEROVÍAS DE MÉXICO, S.A. DE C.V., a sociedad anónima de capital variable organized under the laws of Mexico, as borrower (the “Borrower”), BBVA MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA MÉXICO, a bank organized under the laws of Mexico, as sole bookrunner and lead arranger, BBVA MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA MÉXICO, ING BANK N.V., DUBLIN BRANCH, BARCLAYS BANK PLC, BANCO LATINOAMERICANO DE COMERCIO EXTERIOR, S.A., BANCO NACIONAL DE MÉXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX, JPMORGAN CHASE BANK, N.A., and MORGAN STANLEY SENIOR FUNDING, INC., as initial lenders (the “Initial Lenders,” and each, an “Initial Lender”), and each other Person (as defined below) that becomes a “Lender” after the date hereof under the terms hereof (together with the Initial Lenders, each, a “Lender,” and, together, the “Lenders”), GRUPO AEROMÉXICO, S.A.
ContractConcession Agreement • 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
BACKGROUNDPledge and Security Agreement • December 6th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled • New York
On November 14, 2024, Grupo Aeroméxico, S.A.B. de C.V. (“GAM”) and certain of its affiliates, including PLM Premier, S.A.P.I. de C.V. (“PLM Premier”), as Grantors (as defined in the Pledge Agreement, as defined below) (each one a “Pledgor”), and UMB BANK, N.A., as Collateral Agent (as defined in the Pledge Agreement, as defined below) for the benefit of the Secured Parties (as defined in the Pledge Agreement, as defined below) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Pledgee”), entered into a Pledge and Security Agreement (the “Pledge Agreement”).
ContractNon-Dispossession 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 “[***]”.
TO BE RATIFIED BEFORE A MEXICAN NOTARY PUBLIC AND REGISTERED IN THE RUG AND RAM].Non-Possessory Pledge Agreement • December 6th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
NON-POSSESORY PLEDGE AGREEMENT dated as of November 14, 2024 (as the same may be amended, in whole or in part, supplemented or otherwise restated from time to time, the “Agreement”), by and between
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...Share Pledge Agreement • December 6th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • Air transportation, scheduled
SHARE PLEDGE AGREEMENT dated as of November 14, 2024 (as the same may be amended, modified in whole or in part, supplemented or otherwise restated from time to time, the “Agreement”), by and between
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,...Indenture • 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.Pledge and Security Agreement • May 13th, 2024 • Grupo Aeromexico, S.A.B. De C.V. • 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.”
