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EXHIBIT 10.110



ASSIGNMENT AND FIRST AMENDMENT

TO

AMERICA WEST CO-BRANDED CARD AGREEMENT




     THIS ASSIGNMENT AND FIRST AMENDMENT TO CO-BRANDED CARD AGREEMENT (the “Amendment”) is dated
August 8, 2005, by and between AMERICA WEST AIRLINES, INC., a Delaware corporation (“America
West”), US AIRWAYS GROUP, INC., a Delaware corporation (“US Airways Group”), and JUNIPER BANK
(“Juniper Bank”).



RECITALS




     WHEREAS, America West and Juniper Bank previously entered into that certain America West
Co-Branded Card Agreement, dated January 25, 2005 (the “Original Agreement”) establishing and
maintaining a co-branded credit card program for the benefit of members of America West’s
FlightFund loyalty program (“Flight Fund Program”) and America West’s customers; and



     WHEREAS, US Airways, Inc., a Delaware corporation and wholly-owned subsidiary of US Airways
Group (“US Airways”) provides scheduled airline services and operates as part of its service a
loyalty program featuring airline mileage or other travel credit or awards including its Dividend
Miles loyalty program (“Dividend Miles Program”) and accepts MasterCard and Visa credit cards as a
method of payment for air transportation and related travel services; and



     WHEREAS, America West’s parent company, America West Holdings Corporation, a Delaware
corporation (“Holdings”), US Airways Group and Barbell Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of US Airways Group (“Merger Sub”) entered into that certain Agreement
and Plan of Merger dated May 19, 2005 (the “Merger Agreement”) pursuant to which the parties shall
merge their respective operations (the “Merger”); and



     WHEREAS, upon consummation of the Merger, America West’s air transportation services shall be
operated as “US Airways” using the US Airways Marks, and the FlightFund Program shall be combined
with the Dividend Miles Program, with the Dividend Miles Program as the surviving program; and



     WHEREAS, US Airways is party to that certain Co-Branded Card and Merchant Services Agreement,
dated as of May 20, 2003, with Bank of America, N.A. (USA), pursuant to which a co-branded credit
card program was established and has been maintained for the benefit of US Airways’ customers and
Dividend Miles Program members (“US Airways/Bank of America Co-Branded Program”); and



     WHEREAS, US Airways has the right to terminate the US Airways/Bank of America
Co-Branded Program following the Merger by giving 24 months prior written notice of
termination to Bank of America on or after the 90th day following the Merger



 









 





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Effective Date (the “US Airways/Bank of America Co-Branded Termination Notice”); and




     WHEREAS, Juniper Bank desires to participate in the Dividend Miles Program and to establish
and maintain a US Airways’ co-branded credit card program upon consummation of the Merger; and



     WHEREAS, Juniper Bank and America West desire to amend the Original Agreement and assign the
Original Agreement as amended hereby (the “Amended Agreement”) to US Airways Group upon
consummation of the Merger, and US Airways Group desires to become bound by the Amended Agreement
upon consummation of the Merger; and



     WHEREAS, America West, US Airways Group and Juniper Bank understand and agree that the
effectiveness of this Amendment and the fulfillment of the respective rights and obligations
contained herein shall be contingent upon consummation of the Merger.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree
as follows:


1. Definitions. All capitalized terms used herein, but not otherwise defined herein, shall have
the meanings given to such terms in the Original Agreement.



2. Amendments.





	 	(a)	 	Section 1 of the Agreement is amended to add the following definitions in the
appropriate alphabetical order:
	 
	 	 	 	“Active Frequent Flyer Baseline Year” as defined in Section 4.11.
	 
	 	 	 	“Adjustable Rate” as defined in Section 14.2.2.
	 
	 	 	 	“Affinity Cardholder Baseline” as defined in Section 4.11.
	 
	 	 	 	“Affinity Spend Baseline” as defined in Section 4.11.
	 
	 	 	 	“Amended Agreement” as defined in the Recitals of this Amendment.
	 
	 	 	 	“Annual Bonus Payment” as defined in Section 4.12.
	 
	 	 	 	“Certificate of Merger” means the Certificate of Merger between Holdings, US Airways
Group and Merger Sub.
	 
	 	 	 	“Dividend Miles Program” as defined in the Recitals of this Amendment.
	 
	 	 	 	“Dual Branding Period” means the period of up to two years and 120 days after the
Merger Effective Date during which Juniper Bank and Bank of America shall each have
the right to market co-branded credit cards bearing the Marks of US
Airways Group; provided that at no time on or after January 1, 2006 shall Bank of
America have the right to use the America West Marks.





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	 	 	 	“Early Payment Events” as defined in Section 4.6(b).
	 
	 	 	 	“Early Payments” as defined in Section 4.6.
	 
	 	 	 	“Effective Date” with respect to the Amended Agreement, means the date the Amended
Agreement is assigned to US Airways Group, which shall in no event be earlier than
the Merger Effective Date.
	 
	 	 	 	“Holdings” as defined in the Recitals of this Amendment.
	 
	 	 	 	“Interest Period” as defined in Section 14.2.2.
	 
	 	 	 	“Lender Agreement” as defined in Section 4.6.
	 
	 	 	 	“Marks” means any logos, trademarks, service marks, trade names or other brand
identifiers.
	 
	 	 	 	“Material Adverse Effect” as defined in Section 4.11.
	 
	 	 	 	“Merger” as defined in the Recitals of this Amendment.
	 
	 	 	 	“Merger Agreement” as defined in the Recitals of this Amendment.
	 
	 	 	 	“Merger Bonus Payment” as defined in Section 4.11.
	 
	 	 	 	“Merger Effective Date” means, with respect to the Merger, the date on which the
Certificate of Merger is filed with the Delaware Secretary of State or such later
time as specified in the Certificate of Merger.
	 
	 	 	 	“Merged Entities” means the proposed combined companies and operations of America
West and US Airways Group.
	 
	 	 	 	“Merger Sub” as defined in the Recitals of this Amendment.
	 
	 	 	 	“Original Agreement” as defined in the Recitals of this Amendment.
	 
	 	 	 	“Passenger Enplanements Baseline Year” as defined in Section 4.11.
	 
	 	 	 	“Pre-Purchase Date” as defined in Section 14.1.
	 
	 	 	 	“Pre-Purchased Miles” as defined in Section 14.1.
	 
	 	 	 	“Suspension Events” as defined in Section 4.6(a).
	 
	 	 	 	“US Airways” as defined in the Recitals of this Amendment.
	 
	 	 	 	“US Airways/Bank of America Co-Branded Program” as defined in the Recitals of this
Amendment.




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	 	 	 	“US Airways/Bank of America Co-Branded Termination Notice” as defined in the
Recitals of this Amendment.
	 
	 	 	 	“US Airways Group” as defined in the Recitals of this Amendment; provided that after
the Merger Effective Date all references to US Airways Group shall be to the
combined companies and operations of US Airways Group and America West.
	 
	 	(b)	 	The definition of “Active Frequent Flier” is deleted in its entirety and replaced
with the following definition:
	 
	 	 	 	“Active Frequent Flyer” as defined in Section 4.11.
	 
	 	(c)	 	The definition of “Affinity Card” is deleted in its entirety and replaced with the
following definition:
	 
	 	 	 	“Affinity Card” shall mean, as the context may require, [REDACTED] or other mutually
agreed credit card(s) co-branded with Juniper Bank’s Marks, America West’s Marks, US
Airways Group’s Marks and/or the Merged Entities’ Marks issued to Affinity
Cardholders;.
	 
	 	(d)	 	The definition of “FF Program” is deleted in its entirety and replaced with the
following definition:
	 
	 	 	 	“FF Program” means the Dividend Miles Program, as established and maintained by US
Airways and America West as of the Effective Date of this Amended Agreement and from
time to time thereafter, whereby US Airways Customers who become FF Participants
receive travel benefits based upon air travel mileage accumulated on US Airways or
other designated air carriers, including without limitation members of the Star
Alliance, or through the use or purchase of the goods or services of any vendor
designated by US Airways.
	 
	 	(e)	 	The definition of “Passenger Enplanements” is deleted in its entirety and replaced
with the following definition:
	 
	 	 	 	“Passenger Enplanements” as defined in Section 4.11.
	 
	 	(f)	 	The definition of “Program” is deleted in its entirety and replaced with the
following definition:
	 
	 	 	 	“Program” means the co-branded Card program between Juniper Bank and US Airways
Group conducted pursuant to this Amended Agreement.
	 
	 	(g)	 	The definition of “Total Managed Expense” is deleted in its entirety and replaced
with the following definition:
	 
	 	 	 	“Total Managed Expense” means actual cost of
funds, net credit and fraud losses, [REDACTED]
acquisition costs including, Purchased Credit Card Relationships
amortization expense, [REDACTED] New Account Fee and
Base Miles, Adjustment Miles, Bonus Miles, Renewed Account Fee
expense, the Merger Bonus Payment, Annual Bonus Payment, [REDACTED]




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	 	(h)	 	The definition of “Total Managed Revenue” is deleted in its entirety and replaced
with the following definition:
	 
	 	 	 	“Total Managed Revenue” means [REDACTED].”
	 
	 	(i)	 	The following defined terms shall be deleted from the Amended Agreement:
	 
	 	 	 	“Cumulative Un-recouped Guarantee”
	 
	 	 	 	“Earned Fees”
	 
	 	 	 	“Guarantee Payment”
	 
	 	 	 	“Incentive Agreement”
	 
	 	 	 	“Renewal Premiums”
	 
	 	 	 	“Volume Incentive”
	 
	 	(j)	 	Section 4.2.2 of the Original Agreement is deleted in its entirety and replaced
with the following:
	 
	 	 	 	“Section 4.2.2. Bonus Mile Fees and Base Mile Fees. During the Term of this
Agreement, Juniper Bank shall pay a Base Mile Fee to US Airways Group equal
[REDACTED] for each Base Mile awarded to an Account. In addition, from the
Commencement Date until termination or expiration of the US Airways/Bank of America
Co-Branded Program, Juniper Bank shall pay a Bonus Mile Fee to US Airways Group
equal [REDACTED] for each Bonus Mile awarded to an Account. Upon expiration of the
US Airways/Bank of America Co-Branded Program (unless terminated earlier), Juniper
Bank shall pay a Bonus Mile Fee to US Airways Group equal to [REDACTED] for each
Bonus Mile awarded to an Account during the first [REDACTED] months following such
expiration, and [REDACTED] for each Bonus Mile awarded to an Account thereafter for
the remainder of the Term. Should the US Airways/Bank of America Co-Branded Program
terminate prior to its expiration and Juniper Bank purchases the Existing Portfolio
and the US Airways/Bank of America Co-Branded Program portfolio, Juniper Bank shall
pay a Bonus Mile Fee to US Airways Group equal [REDACTED] for each Bonus Mile
awarded to an Account for the remainder of the Term. Base Mile Fees and Bonus Mile
Fees shall be awarded as follows:






(a) US Airways Group shall award Base Miles as set forth in Exhibit
A and Exhibit B attached hereto.




(b) US Airways Group will from time to time award Bonus Miles to Accounts.
Bonus Miles will be awarded as agreed from time to time by the parties for,
by way of example only and not limitation, rewards to
Customers when they open Accounts, rewards to Affinity Cardholders for
engaging in certain categories of transactions as the



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parties may agree,
including, but not limited to, the use of an Account to purchase US Airways
Group tickets. The Bonus Mile Fee shall be in addition to, and not in lieu
of, the Base Mile Fee that is due for a transaction. For example:



For US Airways Group ticket purchases on the
[REDACTED] for which double miles are awarded for
using the credit card, the first mile awarded by US
Airways will be compensated by the Base Mile Fee, and
the second (bonus) mile will be compensated by the
Bonus Mile Fee.”




	 	(k)	 	Sections 4.2.1(b) and 4.3 are each deleted in their entirety.
	 
	 	(l)	 	Section 4.6 of the Agreement is deleted in its entirety and replaced with the
following:
	 
	 	 	 	“4.6 Suspension Events and Early Payment Dates.






	 	(a)	 	If one or more of the following (each a “Suspension Event”) occurs:






“(i) The sum of cash, cash equivalents and short term investments (in each case
unrestricted) maintained by US Airways Group is less than [REDACTED] on average
of the unrestricted cash on hand on the last day of each month during a quarter
as calculated at the end of each quarter during the Term of this Agreement; or




(ii) US Airways Group fails to maintain a frequent flyer program that is as
competitive in the marketplace as the FF Program was as of [REDACTED]; provided
that Juniper Bank provides written notice of such failure to maintain the
competitiveness of the FF Program which will commence a forty-five (45) day
period during which US Airways Group may cure such deficiency;




then Juniper Bank may, in its sole discretion, elect to either (1) compensate US
Airways Group with Pre-Purchased Miles as set forth in Sections 14.4 and
14.5 below, or (2) terminate this Agreement, or (3) commence the repurchase
of Pre-Purchased Miles as set forth in the next paragraph. Neither clause (1),
clause (2) nor clause (3) is exclusive and an election by Juniper Bank to compensate
US Airways Group with Pre-Purchased Miles or commence the repurchase of
Pre-Purchased Miles shall not prevent a later election to terminate this Agreement
so long as a breach is continuing or to exercise and other right or remedy
hereunder. For purposes of clarity, if Juniper Bank compensates US Airways Group
with Pre-Purchased Miles due to a breach of (i) or (ii) above and the breach is
subsequently cured, such compensation with Pre-Purchased Miles shall cease and
Juniper Bank shall resume paying US Airways Group in cash as set forth in
Section 4.2. If Juniper Bank commences the repurchase of Pre-Purchased
Miles as set forth



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in the next paragraph due to a breach of (i) or (ii) above and
the breach is subsequently cured, then such repurchase shall cease and the number of
quarterly payments in Section 14.2.1 shall be reduced by the number of
quarterly payments made as a result of the breach. In the event Juniper Bank
terminates this Agreement pursuant to this Section 4.6, US Airways Group
will promptly (i) repurchase any unused Pre-Purchased Miles as of the date of
termination; and (ii) repay an amount equal to (x) the sum of the Merger Bonus
Payment and Bonus Payment divided by the (y) number of months of the Term times (z)
the number of whole calendar months remaining from the effective date of termination
until the Expiration Date, together with interest at the Adjustable Rate (including
interest on the Pre-Purchase Miles to the extent not previously paid under
Section 14.2.2 and interest on the Merger Bonus Payment and the Bonus
Payment from the date each was paid by Juniper Bank; provided that until such time
as Juniper Bank is the sole issuer y and z shall each equal 60.




	 	(b)	 	If one or more of the following (each an “Early Payment Event”) occurs:






(i) The Fixed Charge Coverage Ratio (“FCCR”), of US Airways Group is less than
the amount set forth below for quarters ending as of the corresponding date set
forth below:




For the four quarters ending:



	 	 	 
	December 31, 2006

	 	REDACTED
	March 31, 2007

	 	REDACTED
	June 30, 2007

	 	REDACTED
	September 30, 2007

	 	REDACTED
	December 31, 2007

	 	REDACTED
	March 31, 2008

	 	REDACTED
	June 30, 2008

	 	REDACTED
	September 30, 2008

	 	REDACTED
	December 31, 2008

	 	REDACTED
	March 31, 2009

	 	REDACTED
	June 30, 2009

	 	REDACTED
	September 30, 2009

	 	REDACTED
	December 31, 2009

	 	REDACTED
	March 31, 2010

	 	REDACTED
	June 30, 2010

	 	REDACTED
	September 30, 2010

	 	REDACTED
	December 31, 2010

	 	REDACTED
	March 31, 2011

	 	REDACTED
	June 30, 2011

	 	REDACTED
	September 30, 2011

	 	REDACTED
	December 31, 2011

	 	REDACTED
	March 31, 2012

	 	REDACTED
	June 30, 2012

	 	REDACTED






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	September 30, 2012

	 	REDACTED
	December 31, 2012

	 	REDACTED







The FCCR means, with respect to each quarter during the Term of this
Agreement, the ratio (calculated on a four quarter rolling basis) of (1)
EBITDAR for the prior four quarters ending on such date to (2) the sum of
all interest expense (including capitalized interest) plus
aircraft rental expense in respect of operating leases (to the extent
deducted in determining net operating income) for the same prior
four quarter period, provided, all aircraft rentals and financings over the
first 2 years of the term will be treated as rentals for the
purposes of calculating this covenant; or




(ii) US Airways Group is in default, with all applicable cure and grace
periods elapsed, of any of their financing agreements in excess of
[REDACTED] (each a “Lender Agreement”) and as a result of such default
either (1) the obligations under such Lender Agreement have been accelerated
or (2) such Lender Agreement has been renegotiated to the detriment of
Juniper Bank to the extent such renegotiation results in materially higher
payment obligations on the part of US Airways Group or additional material
claims, liens, or other encumbrances against the assets of US Airways Group
until five (5) years prior to the Expiration Date; or




(iii) US Airways Group fails to provide timely reporting as required by
Section 17 hereof provided that US Airways Group shall have thirty
(30) days from receipt of written notice of a breach of such Section to cure
said failure except that as to the covenant certification required pursuant
to Section 17(iv) the cure period shall be seven (7) business days;




	 	 	 	then the repurchase of Pre-Purchased Miles as set forth in Section 14.2.1
shall commence in the quarter in which the Early Payment Event shall have occurred
and shall continue for the next twelve (12) quarters (the “Early Payments”).
Provided that in the event that the Early Payment Event is cured, the Early Payments
shall cease and the number of quarterly payments in Section 14.2.1 shall be
reduced by the number of quarterly payments made as a result of the breach. In the
event that US Airways Group fails to make a payment hereunder within thirty (30)
days of when due, Juniper Bank may, in its discretion, elect to offset the amount of
the missed payment by paying US Airways Group in Pre-Purchased Miles as set forth in
Sections 14.4 and 14.5.”
	 
	 	(m)	 	Section 4.9 is deleted in its entirety and replaced with the following:
	 
	 	 	 	“4.9 Merger of US Airways Group. In the event of a merger in which US
Airways Group either acquires or is acquired by another air carrier that has an
existing credit card program associated with its frequent flyer program, not issued
by Juniper Bank, [REDACTED].”




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	 	(n)	 	Section 4 is amended by adding the following new Sections 4.11, 4.12 and 4.13:
	 
	 	 	 	“4.11 Merger Bonus Payment. Juniper Bank shall pay, by wire transfer, US
Airways Group a one-time payment of one hundred thirty million dollars
($130,000,000.00) (“Merger Bonus Payment”) within five (5) business days after the
Merger Effective Date, provided that as of the Merger Effective Date each of the
following conditions shall be satisfied: (i) completion of the funding of additional
equity of five hundred million dollars ($500,000,000); (ii) completion of the two
hundred fifty million dollars ($250,000,000) exit financing from Airbus, of which
approximately one hundred forty million dollars ($140,000,000) will be complete on
the Merger Effective Date; (iii) commencement of the unwinding of the US Airways tax
trust in the amount of approximately one hundred seventy million dollars
($170,000,000) which will be fully realized as cash after a 90-day wind down period;
(iv) successful approval and completion of the Merger; (v) Juniper Bank has the sole
right to issue credit cards branded with US Airways Marks for the Term of this
Agreement, provided that such right shall be non-exclusive during the Dual Branding
Period; (vi) the Merged Entities have $1.1 billion in unrestricted cash, cash
equivalents and short term investments inclusive of the funds to be realized
pursuant to (ii) and (iii) but exclusive of any payments due from Juniper Bank
pursuant to this Amendment; and (vii) no material adverse change, individually or in
the aggregate, in the business, financial or other condition of America West, US
Airways Group, the Merged Entities or their respective consolidated subsidiaries,
taken as a whole, other than any thereof which would not result in a Material
Adverse Effect. For purposes of this Agreement, “Material Adverse Effect” with
respect to the Merged Entities means (A) a material adverse effect on the financial
condition, assets, liabilities, business or results of operations of the Merged
Entities and their subsidiaries, taken as a whole, excluding any such effect
resulting from (1) changes or conditions generally affecting the U.S. economy or
financial markets, (2) changes or conditions generally affecting any of the segments
of the airline industry in which the Merged Entities or any of their subsidiaries
operates, to the extent such conditions or changes do not disproportionately impact
the Merged Entities or their subsidiaries, and (3) the announcement or consummation
of the Merger Agreement; or (B) an effect that would prevent, materially delay or
materially impair the ability of the Merged Entities to consummate the Merger or the
ability of the Merged Entities to consummate the transactions contemplated by this
Amendment. For purposes of this definition, any suspension of commercial air travel
in the United States for a period of 72 hours or more shall be deemed to have a
Material Adverse Effect on the Merged Entities. Further provided, in the event
that, as measured each month the Merged Entities Passenger Enplanements or Active
Frequent Flyers in the previous [REDACTED] below the comparable months in the
Passenger Enplanements Baseline Year or Active Frequent Flyer Baseline Year, as
applicable, and the number of active Affinity Cardholders or the Affinity Card Spend
[REDACTED] from the comparable months in the Affinity Cardholder or Affinity Spend




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	 	 	 	Baseline Years, Juniper Bank may, in its sole discretion, elect to either (1)
compensate America West with Pre-Purchased Miles as set forth in Sections
14.4 and 14.5 below, or (2) terminate this Agreement and
America West will promptly (i) repurchase any unused Pre-Purchased Miles as of the
date of termination; and (ii) repay an amount equal to [REDACTED]. For purposes of
this Agreement, (i) “Passenger Enplanements” means the aggregate of ticketed
passengers flown on America West and US Airways branded aircraft as reported by the
Merged Entities for the twelve month period ending September 30 (for avoidance of
doubt, as of the date of this Agreement, Passenger Enplanements includes passengers
flown on Mesa Airlines or any other carrier operated as America West Express or US
Airways Express but does not include passengers flown on Hawaiian Airlines, except,
for example, a passenger flown on an Albuquerque-Phoenix-Honolulu flight, the
Albuquerque-Phoenix segment of such flight would be included as a Passenger
Enplanement), and (ii) “Active Frequent Flyer” means an America West or US Airways
Group FF Participant who has accrued miles from flights on America West or US
Airways in the twelve month period ending September 30. The “Passenger Enplanements
Baseline Year” shall be the combined US Airways Group and America West Passenger
Enplanements for the twelve month period ending September 30, 2005. The “Active
Frequent Flyer Baseline Year” shall be the combined US Airways Group and America
West Active Frequent Flyers for the twelve month period ending September 30, 2005,
less the number of FF Participant accounts eliminated as a result of the pre-merger
membership in both the US Airways and America West frequent flyer programs. The
“Affinity Cardholder Baseline Year” shall be the combined US Airways Group and
America West Active Cardholders for the twelve month period ending September 30,
2005 and the “Affinity Spend Baseline Year” shall be the combined US Airways Group
and America West spend on Affinity Cards for the twelve month period ending
September 30, 2005.
	 
	 	 	 	4.12 Annual Bonus Payment. Juniper Bank shall each year after it becomes the
exclusive issuer of the co-branded credit card pay US Airways Group an annual bonus
of five million dollars ($5,000,000.00) for the Term of this Agreement and any
extension thereof (the “Annual Bonus Payment”). The Annual Bonus Payment shall be
paid on February 1, 2007 and on each anniversary of that date thereafter during the
term of the Agreement (each an “Annual Bonus Payment Date”). In the event that US
Airways Group Passenger Enplanements or Active Frequent Flyers in the twelve month
period ending September 30 of the prior year has declined more than [REDACTED] below
the Passenger Enplanements Baseline Year or Active Frequent Flyer Baseline Year, as
applicable, and the number of active Affinity Cardholders and amount of spending of
the Affinity Card has decreased by more than [REDACTED] from the Affinity Cardholder
or Affinity Spend Baseline Years, Juniper Bank is relieved of its obligation pay the
Annual Bonus payment for that contract year. Further provided, to the extent that on
an Annual Bonus Payment Date Juniper Bank is not the exclusive issuer, the payment
under this Section, if any, shall be the lesser of [REDACTED].




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	 	 	 	4.13 Material Change. In the event of a material adverse change to the
credit card operating environment caused by a change in government legislation or
regulation, or change to the association (through actions of the association and
where said actions are applicable to similarly situated issuers) that impacts all
issuers of co-branded general purpose credit cards which materially adversely
affects the Program’s overall return to Juniper Bank including but not limited to
lowering or limiting the amount of interchange income received by Juniper Bank, the
parties shall negotiate in good faith to restructure the economics of the Program to
substantially maintain the relative economic positions of US Airways Group, Juniper
Bank and the Affinity Cardholders in light of such changes. In the absence of
agreement to restructure the Program, Juniper Bank may terminate this Agreement upon
ninety (90) days’ prior written notice and in such event US Airways Group shall
repurchase Pre-Purchased Miles pursuant to Section 14.2.1 below.”
	 
	 	(o)	 	Section 5.1 of the Agreement is deleted in its entirety and replaced with the
following:
	 
	 	 	 	“5.1 Term. This Agreement shall be effective as of the Effective Date and
shall continue for a term (the “Term”) commencing on January 1, 2006 or, if later,
the date upon which Juniper Bank commences marketing to the general public (the
“Commencement Date”) and ending December 31, 2012 or seven years (7) from the date
on which marketing of the Program to the general public first commences, whichever
is later (the “Expiration Date”), unless earlier terminated by either party pursuant
to Section 12 of this Agreement. As of the date of expiration or
termination of the Agreement, FF Program mileage will no longer be granted for a FF
Participant’s use of an Affinity Card. The termination of this Agreement shall not
affect any rights or obligations which shall have accrued prior to the date of
termination, including, but not limited to, payments due US Airways Group hereunder
for FF Program mileage earned by FF Participants prior to said date, including
adjustments posted following termination of this Agreement.”
	 
	 	(p)	 	Section 8.2 of the Agreement is deleted in its entirety and replaced with the
following:
	 
	 	 	 	“8.2 US Airways. Juniper Bank acknowledges US Airways Group’s ownership and
proprietary right to all US Airways Marks. US Airways Group hereby grants Juniper
Bank a limited license to use said Marks to promote the FF Program and Mileage
Accumulation Program including all Marks to promote the FF Program and Mileage
Accumulation Program for the Merged Entities, provided that Juniper Bank obtains US
Airways Group’s written approval prior to any such use. Juniper Bank recognizes and
acknowledges that it acquires no right in these Marks by such use. Any other
advertising or marketing medium with respect to the Program shall contain the
disclaimer set forth in Exhibit D attached hereto.”




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	 	(q)	 	Section 9.1 of the Agreement is amended by adding the following sentences to the
end of such Section:
	 
	 	 	 	“US Airways currently has an agreement with American Express for participation in
its Membership Rewards Program. [REDACTED].”
	 
	 	(r)	 	The Agreement is amended by adding the following new Section 12.3:
	 
	 	 	 	“12.3 In the event Juniper Bank terminates this Agreement pursuant to this
Section 12, upon such termination US Airways Group shall promptly: (i)
repurchase from Juniper Bank any unused Pre-Purchased Miles that remains outstanding
as of the date of termination; and (ii) repay an amount equal to [REDACTED].”
	 
	 	 	 	The Agreement is amended by adding the following new Section 14 to the end of the
Agreement:
	 
	 	 	 	“14. PRE-PURCHASE OF MILES
	 
	 	 	 	14.1 Pre-Purchase of Miles. Juniper Bank will purchase [REDACTED] Base
Miles, for the sum of three hundred twenty-five million dollars ($325,000,000.00)
(the “Pre-Purchased Miles”) within five (5) business days after the Merger Effective
Date (the “Pre-Purchase Date”), provided that as of the Merger Effective Date: (i)
completion of the funding of additional equity of $500 million; (ii) completion of
the two hundred fifty million dollars ($250,000,000) exit financing from Airbus, of
which approximately one hundred forty million dollars ($140,000,000) will be
complete on the Merger Effective Date; (iii) commencement of the unwinding of the US
Airways tax trust in the amount of approximately one hundred seventy million dollars
($170,000,000) which will be fully realized as cash after a 90-day wind down period;
(iv) successful approval and completion of the Merger; (v) Juniper Bank has the sole
right to issue credit cards branded with US Airways Group’s Marks for the Term of
this Agreement, provided that such right shall be non-exclusive during the Dual
Branding Period; (vi) the Merged Entities have $1.1 billion in cash, cash
equivalents and short term investments (in each case unrestricted) inclusive of the
funds to be realized pursuant to (ii) and (iii) but exclusive of any payments due
from Juniper Bank pursuant to this Amendment; and (vii) no material adverse change,
individually or in the aggregate, in the business, financial or other condition of
America West, US Airways Group, the Merged Entities or their respective consolidated
subsidiaries, taken as a whole, other than any thereof which would not result in a
Material Adverse Effect. Juniper Bank may use the Pre-Purchased Miles for any
purpose, provided said purpose is not in competition with the Program. It is
specifically agreed that the use of Pre-Purchased Miles for fulfillment of rewards
offered in connection with a Juniper Bank or Barclays branded credit card shall not
be deemed competitive with the Program.




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14.2 Repurchase of Pre-Purchased Miles. US Airways Group will repurchase
the Pre-purchased Miles together with interest on the amount of the purchase price
to be paid therefor on or before the Expiration Date in the manner and in accordance
with the following terms and conditions.




14.2.1 Principal Payments. Except as set forth in Section
4.6 above, US Airways Group will repurchase the Pre-Purchased Miles in
twelve (12) equal consecutive quarterly installments of [REDACTED]
commencing on the date five (5) years prior to the Expiration Date until
paid in full. Provided that to the extent Juniper Bank uses Base Miles as
permitted hereunder, including but not limited to payment pursuant to
Section 14.4, said Base Miles shall be deducted from the last then
due quarterly installment, and the obligation to repurchase Pre-Purchased
Miles shall cease at such time as Juniper Bank no longer owns Pre-Purchased
Miles. Further provided, in the event that US Airways Group fails to make a
payment due under this Section 14.2.1 within thirty (30) days of
when due, Juniper Bank may, in its discretion, elect to offset the amount of
the missed payment by paying US Airways Group in Pre-Purchased Miles as set
forth in Sections 14.4 and 14.5.




14.2.2 Interest Payments. Commencing on the first day of the
calendar month following the Pre-Purchase Date, and continuing on the first
day of each calendar month so long as Juniper Bank owns Pre-Purchased Miles,
US Airways Group will pay Juniper Bank interest accruing under the
Pre-Purchased Miles at the Adjustable Rate during the preceding Interest
Period. For purposes of this Agreement, “Adjustable Rate” shall mean the
One Month LIBOR on the last business day of each calendar month prior to the
next Interest Period as published on Bloomberg page USSW, plus 4.75%.
“Interest Period” shall mean (i) initially, the period beginning on the
Pre-Purchase Date and ending on the last day of the calendar month in which
such date occurs, and (ii) thereafter, the period beginning on the first day
of the calendar month and ending on the last day of such calendar month or
the date on which Juniper Bank no longer owns Pre-Purchased Miles, as
applicable. The monthly calculation will be as follows: Number of
Pre-Purchased Miles held by Juniper Bank times [REDACTED] times (Adjustable
Rate/360 times the number of calendar days in the Interest Period).




14.2.3 Miles Repurchase, Processor Collateral. [REDACTED].




14.3 Prepayment. US Airways Group may repurchase all or any of the
Pre-Purchased Miles at any time, or from time to time, without penalty or premium.
Any prepayment shall include accrued interest, if any, in accordance with Section
14.2.2.




14.4 Suspension Events. Juniper Bank shall, absent a Suspension Event or
material breach by US Airways Group and except as provided in Section



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14.5, pay US Airways Group monthly as set forth in Section 4.2. In the event of
the occurrence of a Suspension Event or material breach by US Airways Group,
payments under this Agreement shall be made using Pre-Purchased Miles as set forth
in Section 14.5 below until such time that either (i) the Suspension Event
has been remedied; or (ii) the breach has been cured; or (iii) there are no Pre-
Purchased Miles remaining. All payments to US Airways Group under Sections
14.4 and 14.5 for purchase of Bonus or Base Miles awarded to Affinity
Cardholders shall include the Transportation Tax as set forth in Section
4.8.




14.5 Payment with Pre-Purchased Miles. For each month for which US Airways
Group receives payment in Pre-Purchased Miles in lieu of cash payment pursuant to
this Section 14, Juniper Bank shall return to US Airways Group Pre-Purchased
Miles on the following schedule:




(i) For each New Account Fee earned by US Airways Group pursuant to
Sections 4.2.1(c) and 4.4.1 in the preceding month:
[REDACTED];




(ii) For each New Account Premium earned by America West as set forth in
Section 4.2.1(a) in the preceding month: [REDACTED];




(iii) For each Base Mile posted to a Cardholder’s Account as set forth in
Section 4.2.2 in the preceding month: [REDACTED];




(iv) For each Bonus Mile otherwise purchased for [REDACTED], posted to a
Cardholder’s Account as set forth in Section 4.2.2 in the preceding
month: [REDACTED];




(v) For each Bonus Mile otherwise purchased for [REDACTED], posted to a
Cardholder’s Account as set forth in Section 4.2.2 in the preceding
month: [REDACTED];




(v) For the Transportation Tax due on the purchase and award of Bonus Miles
or Base Miles as set forth in Section 4.8, Juniper Bank shall pay
for each dollar due: [REDACTED]; and




(vi) For each Annual Bonus Payment: [REDACTED] Miles.




14.6 Acceptance of Payment with Pre-Purchased Miles. US Airways Group
agrees to accept payment in Pre-Purchased Miles as provided in this Section
14 in lieu of cash and irrevocably waives any rights to receive cash or other
consideration for such payments regardless of the then value of a Pre-Purchased
Miles.




14.7 Use of Pre-Purchased Miles. To the extent Juniper Bank uses
Pre-Purchased Miles for purposes other than as set forth in Sections 14.2
through 14.6, US Airways Group shall provide commercially reasonable methods
to redeem said miles (e.g., mileage certificates or assignment to FF Accounts) to



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facilitate the use of the Miles by Juniper Bank and/or the recipient of the
Pre-Purchased Miles. This obligation shall survive termination of this Agreement.”




	(s)	 	The Agreement is amended by adding the following new Section 15 to the end of the
Agreement:
	 
	 	 	“15. FAILURE TO PROVIDE EXCLUSIVITY
	 
	 	 	In the event that the Merger is completed and Juniper Bank does not become the
exclusive issuer of co-branded credit cards to the Merged Entities within 2 years
and 120 days of the Merger Effective Date (the “Exclusivity Failure”), US Airways
Group shall promptly: (i) repurchase any unused Pre-Purchased Miles remaining at
the end of such period; and (ii) repay the Merger Bonus Payment and Bonus Payment in
their entirety together with interest at the Adjustable Rate accruing from the date
each such amount was received from Juniper Bank in accordance with Section
14.2.2. US Airways Group agrees that the damages resulting from the occurrence
of an Exclusivity Failure would be extremely difficult to determine; therefore, the
parties agree that in the event Juniper Bank does not become the exclusive issuer of
co-branded credit cards to US Airways Group upon the expiration of such period,
Juniper Bank shall receive, in addition to the amounts described in clause (i) and
(ii) above, as liquidated damages, and not as a penalty, [REDACTED] .”
	 
	(t)	 	The Agreement is amended by adding the following new Section 16 to the end of the
Agreement:
	 
	 	 	“16. THE DUAL BRANDING PERIOD
	 
	 	 	[REDACTED] America West shall use commercially reasonable efforts to assist
Juniper Bank in its efforts to purchase the Existing Portfolio and the US
Airways/Bank of America Co-Branded Program portfolio.”
	 
	(u)	 	The Agreement is amended by adding the following new Section 17 to the end of the
Agreement:
	 
	 	 	“17. REPORTING
	 
	 	 	US Airways Group shall make available to Juniper Bank the following reports: (i)
annual audited financials statements within 105 days after the end of each
fiscal year and unaudited quarterly financial statements within 60 days after
the end of each fiscal quarter; provided that the filing of such reports on
EDGAR shall satisfy the delivery obligations hereunder; (ii) quarterly
forecasts/budgets of profit/loss, balance sheet and cash flow for the following
year by no later than 45 days following the beginning of each quarter; (iii)
monthly income statements and balance sheet results in a format consistent with
Securities Exchange Commission standards within 25 days following the close of
each month





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	 	 	 	(with the exception that during the first six (6) months following
the Effective Date, US Airways Group shall deliver to Juniper Bank preliminary
monthly income statements and balance sheets within twenty-five (25) days
following the close of the month, and final monthly income statements and
balance sheet results within thirty (30) days following the close of the month);
(iv) quarterly certificate of compliance with the covenants contained in
Section 4.6 within thirty (30) days following the end
of each quarter (sixty (60) days during the first six (6) months following the
Effective Date); and (v) a monthly report showing the amount of Gross Air
Traffic Liability and the amount of funds maintained in the Reserve Account
maintained by Chase as of the month end [REDACTED].”
	 
	 	(v)	 	The Agreement is amended by adding the following new Section 18 to the end of the
Agreement:
	 
	 	 	 	“18. WARRANTIES AND REPRESENTATIONS 
	 
	 	 	 	US Airways Group warrants and represents that:






	 	(i)	 	upon termination and after the Dual Branding Period of the US
Airways/Bank of America Co-Branded Program, Juniper Bank will be the exclusive
issuer of co-branded credit cards to US Airways Group;
	 
	 	(ii)	 	upon 90 days following consummation of the Merger, it has the
contractual right to terminate the US Airways/Bank of America Co-Branded
Program thus commencing the Dual Branding Period;
	 
	 	(iii)	 	to the knowledge of US Airway Group and America West, there
are no contractual restrictions on the terms that Juniper Bank may set for the
credit card and the award of Base and Bonus Miles other than those contained
herein; and
	 
	 	(iv)	 	the execution and delivery of this Amendment by US Airways
Group and America West and the performance by US Airways Group and America West
of their respective obligations hereunder or under the Agreement, do not
violate or conflict with any other agreement, contract, instrument, law, rule
or regulation that is legally binding upon either US Airways or America West.”






	 	(w)	 	The Agreement is amended by adding the following new Sections 19, 20, 21, 22, 23
and 24 to the end of the Agreement:




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	 	 	 	“19. SELECTION OF CREDIT CARD ASSOCIATION
	 
	 	 	 	Juniper Bank may, without limitation or restrictions, select
[REDACTED] as the Program association and, without
limitation or restrictions, at its option, convert the Existing
Portfolio and the US Airways/Bank of America Co-Branded Program
portfolio association to that association.
	 
	 	 	 	20. LEGACY AMERICA WEST MARKETING CHANNELS
	 
	 	 	 	[REDACTED].
	 
	 	 	 	21. TERMINATION OF THE US AIRWAYS/BANK OF AMERICA CO-BRANDED
PROGRAM
	 
	 	 	 	US Airways Group shall deliver the US Airways/Bank of America Co-Branded
Termination Notice thus commencing the Dual Branding Period at the
earliest date permitted under the US Airways/Bank of America Co-Branded
agreement, but in any event such Termination Notice shall be delivered no later than
ninety-seven (97) days after the Merger Effective Date. Failure to provide the US
Airways/Bank of America Co-Branded Termination Notice shall be a material default
hereunder. US Airways Group shall provide Juniper Bank contemporaneous notice of
the termination and, upon receipt by US Airways Group proof of delivery.
	 
	 	 	 	22. NOTICES AND REQUIRED DISCLOSURES
	 
	 	 	 	With the exception of disclosures required by law, regulation or any government
authority (including without limitation the Securities Exchange Commission), for
which the parties agree to provide the other party forty-eight (48) hours prior
notice when practical, neither America West, US Airways Group nor Juniper Bank, nor
any of their affiliates, shall issue a press release or make a public announcement
or any disclosure related to the transactions contemplated by this Amendment or the
Original Agreement without the prior consent of the other party, which consent shall
not be unreasonably withheld or delayed.
	 
	 	 	 	23. COMPETITIVENESS
	 
	 	 	 	The redemption value of Base and Bonus Miles and redemption availability shall
be competitive with [REDACTED].
	 
	 	 	 	24. LEGACY US AIRWAYS MARKETING CHANNELS
	 
	 	 	 	[REDACTED].
	 
	 	  (x)	 	Exhibit B of the Agreement is amended in its entirety and replaced with a new
Exhibit B attached to this Amendment.




3. Consent to Assignment. Pursuant to Section 13.1 of the Original Agreement and
consistent with the terms of this Amendment, Juniper Bank hereby consents, on a one-time
basis to the assignment of the Original Agreement as amended hereby to US Airways Group.
Further, upon consummation of the Merger, the Amended




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Agreement will be automatically
assigned to US Airways Group without further act, and unless otherwise specifically
provided to the contrary herein or the context otherwise requires, all references to
America West in the Original Agreement and/or this Amendment shall be deemed references to
US Airways Group.



4. Effectiveness of Amended Agreement. The Amended Agreement shall be effective on the
Effective Date. In the event the Merger is not consummated, this Amendment shall have no
force and effect, the Original Agreement shall be reinstated without giving effect to any
of the amendments contained herein, and the parties hereto shall be relieved from any
obligations and liabilities that may have arisen hereunder.



5. Exclusivity. Upon execution of this Amendment and for six months thereafter and except
as set forth herein, Juniper Bank shall not, and Juniper Bank shall not permit
any of its Affiliates (as defined below) to make, directly or indirectly, any investment
(debt or equity) in US Airways Group or any resulting entity of US Airways Group subsequent
to the effective date of the Plan (as defined below) as part of, or provide, directly or
indirectly, any financing (debt or equity) to any third party for purposes of funding, any
Transaction (as defined below) with respect to which neither Holdings nor any of its
Affiliates is a party or otherwise involved. For avoidance of doubt, such prohibition
shall include Juniper Bank’s or any of its Affiliates’ direct or indirect support, whether
financial or otherwise, to any airline or such airline’s Affiliates in aid of a
Transaction.



6. Certain Definitions. For purposes of this Amendment, the following terms shall have the
meanings set forth below.



“Affiliate” means, with respect to any specified person, a person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or is under
common control with, the specified person, where “control” (including the terms
“controlling,” “controlled by” and “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of such person, whether through the ownership of voting securities, by contract,
or otherwise.



“Plan” means the Plan of Reorganization of US Airways Group and its subsidiaries under
Chapter 11, Title 11 of the U.S. Bankruptcy Code to be filed with the U.S. Bankruptcy Court
for the Eastern District of Virginia.



“Transaction” means a reorganization, sale, merger, consolidation, joint venture, recapitalization,
stand-alone plan, sale of assets or equity interests, or other combination or disposition or
similar transaction involving US Airways Group as part of the Plan.



7. Rights and Obligations. The rights and obligations of the parties under this Amendment
are expressly contingent upon the consummation of the Merger. In the event that the Merger
is not consummated, then at Juniper Bank’s election, this Amendment shall terminate and
America West shall remit to Juniper Bank within ten (10) business days of Juniper Bank’s
notice to terminate (“Termination Notice”)




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all amounts paid to America West by Juniper Bank
pursuant to this Amendment, together with interest at LIBOR published on Bloomberg page
USSW on the date of the Termination Notice, or if not printed on that date, then
on the most recent date published prior to the Termination Notice. For purposes of this
Amendment and the Agreement, “consummation of Merger” shall mean the filing of the
Certificate of Merger with the Delaware Secretary of State. Upon termination of this
Amendment pursuant to this Section 7, the terms and conditions of the Original Agreement
shall be reinstated and will govern the rights and obligations of the parties for the Term
of the Agreement.



8. Effect. Except as set forth in this Amendment, the Original Agreement shall remain in
full force and effect and each of America West and Juniper Bank hereby restates and affirms
all of the terms and provisions of the Original Agreement. If any
conflict exists between the terms and provisions of the Original Agreement and this
Amendment, the terms and provisions of this Amendment will govern and control.



9. Entire Agreement. The Amended Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior understandings
with respect thereto.



10. Counterparts. This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original and all of which when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart signature page by telecopier shall be effective as
a manually executed signature page.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, Juniper Bank, America West and US Airways Group have executed and
delivered this Amendment as of the date first written above.



	 	 	 
	AMERICA WEST AIRLINES, INC.

	 	JUNIPER BANK
	 
	 	 
	/s/ J. Scott Kirby

	 	/s/ Kevin Kleinschmidt
	 

	 	 
	By: J. Scott Kirby

	 	By: Kevin Kleinschmidt
	Title: Executive Vice President, Sales and Marketing

	 	Title: Managing Director
	 
	 	 
	US AIRWAYS GROUP, INC.
	 	 
	 
	 	 
	/s/ Ronald E. Stanley
	 	 
	 
	 	 
	By: Ronald E. Stanley
	Title: Executive Vice President, Chief Financial Officer

















 








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EXHIBIT B




CARD BENEFITS




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 
	Activation
Bonus Miles
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 
	Miles
Earned Per Dollar
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 
	Miles
Earned Per Dollar on US AIRWAYS ticket purchases,
USA Vacations (excluding cruises), and USA Club Passes or
Memberships**
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 
	Miles
Earned Per Dollar of Qualifying Balance Transfer
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 
	US Airways
Club Passes*
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 
	Companion
Pass*
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]
	 	[REDACTED]








 




			
	*	 	US Airways Group will provide, at US Airways Group’s sole discretion.

	 
	**	 	Juniper Bank will provide and purchase the incremental US Airways Group ticket purchase miles at
the Bonus Mileage Rate.