<PAGE>
                                                                  Exhibit 10.112


                                                                   REDACTED COPY

                     AMERICA WEST CO-BRANDED CARD AGREEMENT

      THIS CO-BRANDED CARD AGREEMENT (the "AGREEMENT") is dated January 25,
2005, by and between AMERICA WEST AIRLINES, INC., with offices at 4000 East Sky
Harbor Boulevard, Phoenix, Arizona 85034 ("AMERICA WEST") and JUNIPER BANK, with
offices at 100 S. West Street, Wilmington, Delaware 19801 ("JUNIPER BANK").

                                    RECITALS

      WHEREAS, Juniper Bank, a member of Visa U.S.A. Inc. or MasterCard, issues
credit cards to qualified individuals and entities bearing the Visa or
MasterCard trademarks;

      WHEREAS, America West is an airline offering a loyalty recognition program
featuring airline mileage or awards to members of its FlightFund Program;

      WHEREAS, Juniper Bank desires to participate in the America West
FlightFund Program on the terms and conditions set forth herein;

      WHEREAS, America West desires that Juniper Bank participate in its
FlightFund Program on the terms and conditions set forth herein; and

      WHEREAS, America West and Juniper Bank understand that the effectiveness
of this Agreement and the fulfillment of the respective rights and obligations
contained herein will be contingent upon the termination of America West's
existing agreement with Bank of America (the "BANK OF AMERICA AGREEMENT").

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

1.    DEFINITIONS

As used in this Agreement, the following terms where written with an initial
capital letter shall have the following respective meanings (such terms to be
equally applicable to both the singular and plural forms of the terms defined):

      "ACCOUNT" shall mean each account opened by Juniper Bank through which a
FF Participant is issued an Affinity Card and which results from a response to
any solicitation marketing activity or acquired by Juniper Bank through a third
party pursuant to this Agreement and on which America West grants Base Miles or
Bonus Miles as described in Section 2.2 and for which either (i) an annual fee
is paid; or (ii) in the case of a no annual fee product, is used for a purchase,
balance transfer or cash advance.

      "ACTIVE FREQUENT FLYER" as defined in Section 4.6.2.

      "ADJUSTMENT MILES" shall mean Base Miles or Bonus Miles which Affinity
Cardholders receive as an adjustment for Base Miles or Bonus Miles accrued but
not initially posted as a
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result of an error or such other Bonus Miles that Juniper Bank may give to
Affinity Cardholders for retention or customer service purposes.

      "AFFINITY CARD" shall mean, as the context may require, [REDACTED] card(s)
co-branded with Juniper Bank's and America West's names, trademarks and logos
issued to Affinity Cardholder(s).

      "AFFINITY CARDHOLDER" shall mean, as the context may require, any person
to whom an Affinity Card is issued or the persons for whom the Affinity Card
accounts are opened.

      "AFFINITY CARDHOLDER ACCOUNT AGREEMENT" shall mean the agreement between
Juniper Bank and each Affinity Cardholder governing the Affinity Cardholder's
Affinity Card Account.

      "AMERICA WEST CHANNELS" as defined in Section 4.4.1.

      "AMERICA WEST CONFIDENTIAL INFORMATION" as defined in Section 10.1.

      "ANNIVERSARY MILES" as defined in Section A(2)(e) of Exhibit A.

      "APPLICATION" as defined in Section 7.6.

      "BASE MILE FEES" as defined in Section 4.2.2.

      "BASE MILES" shall mean miles credited to a FF Participant's account based
on FF Participant's Net New Purchase Transactions on an Affinity Card Account.

      "BONUS MILE FEES" as defined in Section 4.2.2.

      "BONUS MILES" shall mean miles, other than Base Miles, credited to a FF
Participant's account and shall include enrollment bonuses, anniversary bonuses,
America West ticket or America West Vacations purchase bonuses, and such other
bonuses agreed to by the parties, in writing.

      "BONUS PAYMENT" as defined in Section 4.1.

      "CARD" means a Visa, MasterCard, credit, stored value or Smart card.

      "COMMENCEMENT DATE" as defined in Section 5.1.

      "CONFIDENTIAL INFORMATION" as defined in Section 10.1.

      "CUMULATIVE UN-RECOUPED GUARANTEE" as defined in Section 4.6.3.2.

      "CUSTOMER" means, as the context may require, any person who purchases
goods or services from either Juniper Bank or America West.


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      "CUSTOMER INFORMATION" as defined in Section 10.3.

      "DIRECT MARKETING STRATEGY" as defined in Section 7.3.

      "EARNED FEES" as defined in Section 4.6.3.

      "EXISTING PORTFOLIO" means the Bank of America FlightFund Visa portfolio,
excluding any debit card accounts.

      "EXPIRATION DATE" as defined in Section 5.1.

      "FF LIST" as defined in Section 7.4.

      "FF PARTICIPANT" means, as the context may require, an America West
Customer or America West Customers enrolled in the FF Program.

      "FF PROGRAM" means the FlightFund loyalty recognition program, as
established and maintained by America West as of the date of this Agreement, and
from time to time thereafter, whereby America West Customers who become FF
Participants receive travel benefits based upon air travel mileage accumulated
on America West or other designated air carriers or through the use or purchase
of the goods or services of another designated vendor.

      "GUARANTEE PAYMENT" as defined in Section 4.6.1.

      "INCENTIVE AGREEMENT" as defined in Section 4.3.

      "JUNIPER BANK CONFIDENTIAL INFORMATION" as defined in Section 10.1.

      "LIBOR" as defined in Section 4.1.

      "LOSSES" as defined in Section 11.4.

      "MARKETING PREMIUMS" as defined in Section 4.2.1(c).

      "MILEAGE ACCUMULATION PROGRAM" means the program created by this Agreement
whereby Affinity Cardholders earn Base Miles and Bonus Miles in the FF Program.

      "NET NEW PURCHASE TRANSACTIONS" as defined in Section 2.2.2.

      "NEW ACCOUNT FEE" as defined in Section 4.4.

      "NEW ACCOUNT PREMIUMS" as defined Section 4.2.1(a).

      "NEW SERVICES" as defined in Section 2.1.

      "NO-SHOP PERIOD" as defined in Section 4.10.


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      "PASSENGER ENPLANEMENTS" as defined in Section 4.6.2.

      "PRE-EXPIRATION PERIOD" as defined in Section 5.2.

      "PRODUCTION COSTS" as defined in Section 4.4.2.

      "PROGRAM" means the co-branded Card program between Juniper Bank and
America West conducted pursuant to this Agreement.

      "QUALIFYING BALANCE TRANSFER" means a single balance transfer of up to
$5,000, or such other amount as the parties may agree in writing, for which the
parties agree Bonus Miles will be awarded.

      "RENEWAL PREMIUMS" as defined in Section 4.2.1(b).

      "SUSPENSION EVENT" as defined in Section 4.6.2.

      "TERM" as defined in Section 5.1.

      "TOTAL MANAGED EXPENSE" as used herein shall mean actual cost of funds,
net credit and fraud losses [REDACTED] including, [REDACTED] New Account Fee and
Base Miles, Adjustment Miles, Bonus Miles, Renewed Account Fee expense
[REDACTED].

      "TOTAL MANAGED REVENUE" as used herein shall mean [REDACTED].

      "TRANSPORTATION TAX" as defined in Section 4.8.

      "VOLUME INCENTIVE" as defined in Section 4.3.

2.    PROGRAM DESCRIPTION AND MILEAGE CREDIT

      2.1 Program Description. The Program is a Card program designed for FF
Participants and prospective FF Participants. Under the Program, America West
shall (subject to America West's privacy restrictions) provide Juniper Bank with
(i) access to a list of FF Participants ("FF LIST") as permitted by law and
America West's rules and regulations, and (ii) limited use of America West's
trademarks, each for use by Juniper Bank in marketing the Program to America
West's Customers, Juniper Bank's Customers, and the general public. Each Program
Card will contain America West's and Juniper Bank's names and logos as well as
other information required by Visa, MasterCard, Juniper Bank or America West.
Juniper Bank shall use commercially reasonable efforts to research, create and
develop other credit card affinity programs for FF Participants and students
(the "NEW SERVICES"). Upon development completion and acceptance by the parties
of any New Services and prior to issuance or initiation of any New Services
pursuant to this Section 2.1, Juniper Bank and America West shall amend this
Agreement to include such New Services and their terms and conditions.
Notwithstanding anything to the contrary stated herein, Juniper Bank
acknowledges and agrees that America


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West, in its sole and absolute discretion, may at any time, with or without
notice, (i) change the frequency or type of FF Participant communications,
advertising, and other program visibility; and (ii) amend, suspend, modify,
cancel or terminate any or all rules, regulations, travel programs or offers of
the FF Program.

      2.2 Mileage Awards.

            2.2.1 Affinity Cards. Subject to the terms and conditions set forth
herein, America West shall grant Base Miles and Bonus Miles (in an amount agreed
to from time to time by the parties, and initially, in the amount set forth in
Exhibit A and Exhibit B) to any FF Participant who is an Affinity Cardholder at
any time during the Term, provided such Affinity Cardholder's Account is not in
default of the Affinity Cardholder Account Agreement.

            2.2.2 Net New Purchase Transactions. For purposes of this Agreement,
"NET NEW PURCHASE TRANSACTIONS" means the aggregate amount of purchases of goods
and services posted to Accounts less all credits to Accounts for returned
merchandise, or disputed billing items. In no event shall Net New Purchases
include (i) purchases or balance transfers that are posted to an Account that
has been reported lost or stolen (unless such purchases or balance transfers
represent bona fide purchases or a Qualifying Balance Transfers posted to a lost
or stolen Account, on which fees have not yet been paid by Juniper Bank); (ii)
balance transfers cash advance transactions and/or cash advance transaction
fees; and (iii) annual fees, finance charges, and any other bank fee or charge
posted to the Account (such fees include, but are not limited to, late fees,
return check fees, over-limit fees, credit insurance premiums, collection costs
and administrative fees). The amount so spent shall be rounded to the nearest
dollar ($.50 will be rounded up) for purposes of determining the Base Miles to
be credited to the FF Participant's Account.

3.    CARD REQUIREMENTS

      3.1 Affinity Card. Juniper Bank will offer America West Customers and FF
Participants an Affinity Card with terms and conditions initially set forth on
Exhibit A and Exhibit B, attached hereto. Juniper Bank will determine, in its
sole discretion, the annual percentage rate ("APR"), annual fee and grace period
and any other fee, term or charge related to an Affinity Card Account. Juniper
Bank will have the right to change or eliminate any one of them at any time or
to add new fees or charges that it deems commercially reasonable. The Affinity
Card terms and conditions offered by Juniper Bank shall be competitive with
other mileage accumulation program, co-branded, and loyalty credit cards issued
for airlines. Except when rendered impractical, imprudent or disadvantageous by
legal or regulatory requirements, market conditions, or unusual circumstances,
Juniper Bank will provide America West with at least thirty (30) days prior
written notice, or sooner if possible, of any change to the fee and the APR
formula to allow America West an opportunity to review and comment regarding
both competitive impact and compensation structure; provided, however, that in
no event shall Juniper Bank be obligated to amend, modify, cancel, terminate or
otherwise manage the Affinity Card terms based on America West's comments.
[REDACTED] Notwithstanding any other limitations contained in this Agreement,
Juniper Bank shall, with notice to America West, have the right to amend the
Affinity Cardholder Account Agreement at any time based on an


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individual Affinity Cardholder's behavior such as changing the basic pricing on
individual Accounts at anytime in the event of late payments, non-payments,
delinquency, payment by checks which fail to clear, default, bankruptcy, or
other consistent or substantial failure to perform by any Affinity Cardholder
pursuant to the terms of the Affinity Cardholder Account Agreement.

      3.2 Reporting. Juniper Bank, on a daily basis as the Accounts cycle (or
such other frequency as the parties may agree), shall transmit to America West
by FTP electronic transfer, FF Program enrollment data and all pertinent data
necessary to enable America West to credit FF Program mileage. Juniper Bank
shall provide such data in a form compatible with America West's computer system
as more particularly set forth in Exhibit C attached hereto. FF Participant data
to be provided shall include FF Participant name and identification number,
mileage amount to be credited and adjustment code(s).

      3.3 Bank Services. Juniper Bank shall have sole responsibility for
servicing each Affinity Card Account including, without limitation: (i)
billing-statement preparation, (ii) receipt and crediting of payments, (iii)
communications with Affinity Cardholders regarding their respective Accounts,
(iv) customer service, (v) data storage and record keeping, and (vi)
collections. Juniper Bank may subcontract any of the foregoing services to a
third party. America West has no duty, liability, obligation or responsibility
whatsoever to Juniper Bank or any other individual or entity, including, but not
limited to, any FF Participant, with respect to the payment, non-payment,
refund, credit or any other aspect of the billing or collection for use of an
Affinity Card.

      3.4 Customer Service. Juniper Bank, at its sole cost and expense, shall
provide such dedicated toll-free telephone lines and trained personnel, as
necessary, to take applications for Affinity Card(s), to answer questions and
resolve disputes regarding awards of miles for the use of the Affinity Card or
New Services. If any questions, complaints, disputes or other difficulties are
brought to America West's attention with respect to an Affinity Card or New
Services, America West shall refer the FF Participant to Juniper Bank's Customer
Service Toll-Free Line or, as necessary, advise a Juniper Bank designee of the
matter. Juniper Bank shall use commercially reasonable efforts to resolve such
matters and similar matters brought directly to Juniper Bank's attention,
consistent with Juniper Bank's standard practices for resolving Customer
questions, complaints or other difficulties. Juniper Bank shall provide
personnel dedicated to assisting with customer service requests and working
directly with America West customer service liaisons. [REDACTED] Juniper Bank
customer service personnel shall also receive customer retention training from
Juniper Bank and provide assistance in implementing customer retention programs
consistent with Section 7.8. [REDACTED].

      If any questions, complaints or other difficulties are brought to Juniper
Bank's attention with respect to any aspect of the FF Program, Juniper Bank
shall promptly refer the FF Participant to America West's Frequent Flier Service
Center Toll-Free Line or, as necessary, advise an America West designee of the
matter. America West shall use commercially reasonable efforts to resolve such
matters and similar matters brought directly to America West's attention,
consistent with America West's standard practices for resolving Customer
questions, complaints or other difficulties.


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4.    PAYMENTS

      4.1 Bonus Payment. Juniper Bank will pay, by wire transfer, America West a
one-time payment [REDACTED] ("BONUS PAYMENT") within three (3) business days of
execution of this Agreement. In the event that marketing of the Program to
consumers does not occur on or before [REDACTED] then America West will return
the Bonus Payment together with interest at the highest 3-month London Interbank
Offered Rate ("LIBOR") published in the Wall Street Journal on [REDACTED] or if
not printed that day on the most recent day the 3-month LIBOR is published prior
to [REDACTED].

      4.2 Juniper Bank Payment.

            4.2.1 Premiums. During the Term of this Agreement, Juniper Bank
shall pay to America West fees for the acquisition, retention and use of
Accounts, as follows:

                  (a) New Account Premiums: For Accounts opened hereunder during
the Term, other than Accounts for which the Marketing Premium is paid, a New
Account Premium [REDACTED] for each Account opened hereunder.

                  (b) Annual Renewal Premiums: For each Account renewed
annually, Juniper Bank will either (i) purchase Bonus Miles from America West,
which will at a minimum provide revenue to America West in an amount equal to
[REDACTED] (or waived) for said Account, or (ii) pay America West, at a minimum,
an amount equal to [REDACTED] (or waived) for said Account. For example, based
on the annual fee at the Commencement Date, the minimum Annual Renewal Premiums
would be [REDACTED].

                  (c) Marketing Premiums: For each Account generated during the
Term of this Agreement from America West Channels as more fully described in
Section 4.4, a New Account Fee of [REDACTED].

                  (d) Notwithstanding the foregoing, Juniper Bank shall not be
obligated to pay to America West any (i) Marketing Premiums for a Standard No
Fee Card until such card is used for a purchase, balance transfer, or cash
advance; or (ii) New Account Premiums or Marketing Premiums in the event that
the Accounts on which such fees are calculated represent replacement Accounts
for lost or stolen Affinity Cards.

            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 America West equal to
[REDACTED] for each Base Mile and [REDACTED] for each Bonus Mile awarded to an
Account:

                  (a) America West shall award Base Miles as set forth in
Exhibit A and Exhibit B attached hereto.

                  (b) America West 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 parties may agree,


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including, but not limited to, the use of an Account to purchase America West
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 America West ticket purchases on the [REDACTED] for which double miles
      are awarded for using the credit card, the first mile awarded by America
      West will be compensated by the Base Mile Fee, and the second (bonus) mile
      will be compensated by the Bonus Mile Fee.

            4.2.3 Juniper Bank shall provide America West with a reconciliation
report within fifteen (15) calendar days following the end of the month, setting
forth the amount of fees earned by America West under this Section 4 during such
month. Juniper Bank shall pay all fees to America West within fifteen (15)
calendar days following the transmittal of the reconciliation report; provided
that Juniper Bank shall offset fees paid pursuant to this Agreement against the
then un-recouped Minimum Monthly Guarantee Payment and transmit to America West
the net balance, if any.

            4.2.4 The parties agree to create reasonable procedures to prevent
Affinity Cardholders from circumventing limitations on mileage awards, including
but not limited to, the qualifying balance transfer limits.

      Juniper Bank shall make all payments due under this Agreement to America
West by electronic wire transfer in United States Dollars to the wiring address
set forth below:

                  Bank One, Arizona, N.A.
                  Phoenix, Arizona
                  [REDACTED];

or to such other bank or address as America West, may from time to time direct
in writing.

      4.3 Visa/MasterCard Incentives. [REDACTED].

      4.4 Fees and Costs.

            4.4.1 New Account Fee. Juniper Bank shall pay America West a New
Account Fee based on the number of Affinity Card Accounts generated through
America West Channels times the fee set forth in Section 4.2.1(c). Affinity Card
Accounts shall be deemed generated through "AMERICA WEST CHANNELS" if generated
in any of the following manners: [REDACTED]. Juniper Bank, within fifteen (15)
business days after each calendar month during the Term of the Agreement, shall
submit a New Account Fee report to America West and pay America West the New
Account Fee for Affinity Card accounts opened during such prior calendar month
as a result of America West Channels. Payment of the New Account Fee shall be
made in the manner provided for payments in Section 4.2.

            4.4.2. Production Costs. Juniper Bank and America West [REDACTED]
for the marketing channels more fully described in [REDACTED]. For purposes of
this Agreement, "PRODUCTION COSTS" shall mean the printing, shipping and
handling costs of printed materials


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incurred by Juniper Bank from these channels. Juniper Bank agrees that the
Production Costs will not be marked up and will be passed through to America
West at Juniper Bank's true cost. As to other America West Channels, [REDACTED].
Such Production Costs will be deducted from the monthly New Account Fee due to
America West described in Section 4.4.1 above. Juniper Bank shall submit to
America West a Production Costs report itemizing such costs in detail and shall
be delivered to America West with the New Account Fee report pursuant to Section
4.4.1.

      4.5. Employee Incentive Program. Juniper Bank and America West shall use
commercially reasonable efforts to create and develop an employee incentive
program whereby America West's employees, who may include [REDACTED] can
generate new Affinity Card Accounts, although not necessarily incorporated in
their work responsibilities. New Affinity Card Accounts generated by America
West employees [REDACTED] as mutually agreed to by Juniper Bank and America
West.

      4.6. Guarantee Payment.

            4.6.1 Subject to the conditions set forth in Sections 4.6.2 and
4.6.3, Juniper Bank guarantees America West minimum earnings [REDACTED] (the
"GUARANTEE PAYMENT"). The Guarantee Payment shall be disbursed as follows:

                  (a) if the Existing Portfolio is acquired by Juniper Bank:

            [REDACTED] for the Term to be paid as follows:

                                                        Minimum
                            Months after the            Monthly
                            Commencement                Guarantee
                            Date                        Payment
                            ----                        -------
                            [REDACTED]                  [REDACTED]
                            [REDACTED]                  [REDACTED]
                            [REDACTED]                  [REDACTED]
                            [REDACTED]                  [REDACTED]
                            [REDACTED]                  [REDACTED]

                  (b) If the Existing Portfolio is not acquired by Juniper Bank:

            [REDACTED] for the Term to be paid as follows:

                                                        Minimum
                            Months after the            Monthly
                            Commencement                Guarantee
                            Date                        Payment
                            ----                        -------
                            [REDACTED]                  [REDACTED]
                            [REDACTED]                  [REDACTED]
                            [REDACTED]                  [REDACTED]


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                            [REDACTED]                  [REDACTED]
                            [REDACTED]                  [REDACTED]
                            [REDACTED]                  [REDACTED]

Payments shall commence with the first day of the month after the Commencement
Date provided that if the Commencement Date is the first of the month, the
payment shall commence on that date. The Minimum Monthly Guarantee Payment (as
described in the tables above) shall be paid in the manner set forth in Section
4.2 and is only due to the extent that fees earned in a particular month are
less than the Minimum Monthly Guarantee Payment.

            4.6.2 If one or more of the following (each a "SUSPENSION EVENT")
occurs:


                  (a) The average Passenger Enplanements for the [REDACTED]
period ending on the last day of the prior month declines more than [REDACTED]
from the Passenger Enplanements in the comparable [REDACTED] in 2004 [REDACTED];

                  (b) The average number of Active Frequent Flyers for the
[REDACTED] period ending on the last day of the prior month, America West
declines more than [REDACTED] the number of Active Frequent Flyers in the
comparable [REDACTED] in 2004 [REDACTED]; or

                  (c) America West makes material changes to its FF Program that
causes it to be uncompetitive in the marketplace, provided that Juniper Bank
provides notice of such failure to maintain the competitiveness of the FF
Program which will commence a forty-five (45) day period during which America
West may cure such deficiency;

                  (d) America West becomes insolvent and for which Juniper Bank
does not terminate pursuant to Section 12 below;

then Juniper Bank shall be relieved of the obligation to pay the Minimum Monthly
Guarantee Payment for such affected month, if any. If a Suspension Event under
(a) or (b) continues during the ensuing month(s) of the Term, Juniper Bank shall
be relieved of its obligation to pay the Minimum Monthly Guarantee Payment for
such months(s) and the Guarantee Payment shall be reduced by the amount due for
such month(s). Fees earned during such quarter shall be paid to America West to
the extent not offset against the un-recouped Guarantee Payment pursuant to
Section 4.2 above. For purposes of this Section 4.6.2, (i) "PASSENGER
ENPLANEMENTS" means the aggregate of ticketed passengers flown on America
West-branded aircraft as reported by America West for each month on or before
the 10th day of the following month (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 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 FF Participant who has had flight
activity, mileage redemption, or mileage accrual other than through the Affinity
Card in a calendar year.


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            4.6.3 Funds due to America West earned pursuant to Sections 4.2 (New
Account Premium, Renewal Premium, Marketing Premium, Bonus Mile Fee and Base
Mile Fee), 4.3 (Volume Incentive) and 4.4.1 (New Account Fee) (together, the
"EARNED FEES") shall be netted against the Minimum Monthly Guarantee Payment for
the particular month as follows:

                  4.6.3.1 Juniper Bank shall each month provide America West
with a report showing the cumulative Minimum Monthly Guarantee Payments to date
and the cumulative Earned Fees and the difference between the two cumulative
totals.

                  4.6.3.2 To the extent that the Earned Fees in a particular
month exceed that month's Minimum Monthly Guarantee Payment the overage shall be
applied against the Cumulative Un-recouped Guarantee, if any. In the absence of
a Cumulative Un-recouped Guarantee, Juniper Bank shall pay to America West the
amount above the Minimum Monthly Guarantee Payment as set forth in Section
4.2.3. For purposes of this Agreement, "CUMULATIVE UN-RECOUPED GUARANTEE" shall
mean the amount that the cumulative Minimum Monthly Guarantee Payments exceeds
the cumulative Earned Fees.

            4.6.4 [REDACTED].

      4.7. Revenue Sharing.

            4.7.1 Juniper Bank will pay America West an amount equal to
[REDACTED] calculated pre-tax return on assets on the Program on an annual (Term
calendar year) basis using Program [REDACTED] revenue, expenses and average
receivables, calculated as follows:

                                     (X-Y)/Z

                  X = Total Managed Revenue
                  Y = Total Managed Expense
                  Z = average total accounts receivable

            4.7.2 All amounts shall be determined in accordance with GAAP.
Within thirty (30) days from the end of each calendar year of the Term, Juniper
Bank will calculate the Program return by dividing the net (if any) of revenue
and expense determined as described above, by the average Program-related
assets.

            4.7.3 Juniper Bank will provide America West with a written report
of the calculation made pursuant to this Section 4.7 within thirty (30) days
after the end of each calendar year of the Term, whether or not any payment is
due to America West. If any payment is due to America West, it shall be made
concurrently with delivery of the calculation.

            4.7.4 Juniper Bank will purge inactive accounts in the Program
pursuant to Juniper Bank's then current practices for other programs.

      4.8 Taxes [REDACTED].


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      4.9 Merger of America West. In the event of a merger in which America West
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, America West agrees that to the extent it is the acquiring entity,
America West will use commercially reasonable efforts to have Juniper Bank issue
the credit card associated with new entity's frequent flyer program; and Juniper
Bank agrees to use commercially reasonable efforts to purchase the credit card
portfolio associated with the merger partner's frequent flyer program or, in the
event that America West is not the acquirer and Juniper Bank is not the issuer
for the new entity, the new entity will agree, in addition to any other remedy,
to reimburse Juniper Bank for the Bonus Payment as set forth in the following
schedule as of the effective date of the merger which is defined as the date at
which America West is completely merged onto the operating certificate of the
acquiring carrier:

<TABLE>
<CAPTION>
Date of Termination*                  [REDACTED] Guarantee    [REDACTED] Guarantee
--------------------                  -------------------     -------------------
<S>                                   <C>                     <C>
Before 1/1/07                         [REDACTED]              [REDACTED]

On or after 1/1/07  and before        [REDACTED]              [REDACTED]
1/1/08

On or after 1/1/08  and before        [REDACTED]              [REDACTED]
1/1/09

On or after 1/1/09  and before        [REDACTED]              [REDACTED]
1/1/10

On or after 1/1/10  and before        [REDACTED]              [REDACTED]
1/1/11

On or after 1/1/11  and before        [REDACTED]              [REDACTED]
1/1/12

On or after 1/1/12  and before        [REDACTED]              [REDACTED]
1/1/12
</TABLE>

*[REDACTED]
**[REDACTED]

      4.10 No Shop Provision. For the period thirty-six (36) months after the
execution of this Agreement (the "NO-SHOP PERIOD"), America West shall not, and
shall cause its officers, directors, employees and agents not to, engage,
directly or indirectly, in any negotiations in respect of, solicit offers for,
enter into any agreement for, or provide any non-public information in
furtherance of evaluating a co-branded credit card relationship tied or in
conjunction with participation in FlightFund or a successor or similar FF
Program. Nothing herein shall prevent America West from engaging in
conversations with its current issuer regarding the day to day aspects of its
current card program so long as such conversations are not used as a pretext to
avoid the No-Shop Period.

5.    TERM

      5.1 Term. This Agreement shall be effective as of the date hereof and
shall continue for an initial term as set forth below from the Commencement Date
provided that on or before the Commencement Date, America West shall provide
Juniper Bank with written notice of the termination of the Bank of America
Agreement. Absent early termination of the Bank of America Agreement, the "TERM"
of this Agreement shall commence January 1, 2006, provided


                                       12
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written notice of termination of the Bank of America Agreement has been provided
to Juniper Bank (the "COMMENCEMENT DATE") and shall continue in full force and
effect until the Expiration Date (as defined below) unless earlier terminated by
either party pursuant to Section 12 of this Agreement. The parties agree that
the Term may commence prior to such Commencement Date if Juniper Bank reaches an
agreement with Bank of America to transfer the Existing Portfolio prior to such
Commencement Date. In the event that the Commencement Date is a date other than
the first day of the month, the Term shall commence on the first day of the next
month following the Commencement Date. [REDACTED]. [REDACTED] 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
America West hereunder for FF Program mileage earned by FF Participants prior to
said date, including adjustments posted following termination of this Agreement.
The Term may begin prior to the Commencement Date if Juniper Bank reaches an
agreement with Bank of America to transfer the Existing Portfolio prior to such
date.

      5.2 Transition. Upon termination or expiration of this Agreement, in order
to preserve the goodwill of FF Participants who have Affinity Cards or New
Services, if any, the parties shall cooperate to ensure a smooth and orderly
termination of the arrangements described therein. [REDACTED] America West may
market to and solicit FF Participants to apply for, request or accept another
co-branded credit card with America West's new issuer provided such credit cards
are not issued prior to the termination or expiration of this Agreement. Upon
the expiration or termination of this Agreement, America West and any successor
bank or financial institution with whom America West contracts for the purpose
of issuing an America West Affinity Card may continue to market to and solicit
FF Participants who are Affinity Cardholders to apply for, request or accept
another credit card that is co-branded with America West.

      5.3 Rights and Obligations. The rights and obligations of the parties
under this Agreement are expressly contingent upon the prior termination or
expiration of the Bank of America Agreement. [REDACTED].

6.    AUDIT AND INSPECTION

      During the Term and for a period of two (2) years following the expiration
or earlier termination, each party (or such auditors as the auditing party shall
select), after at least five (5) days' prior written notice, shall have the
right during regular business hours to conduct audits of the other party's
books, records and data maintained for the purpose of this Agreement, including
but not limited to, information submitted by one party to the other pursuant to
this Agreement to determine compliance with this Agreement. Each party shall
retain such books, records and data for a period of two (2) years following the
expiration or earlier termination of this Agreement. The audit shall be
conducted at times and in a manner to minimize, to the extent reasonable,
disruption of the normal business activity of the party to be audited. Any and
all posted mileage credits and payments are subject to adjustment based on
subsequently discovered errors, including errors discovered as a result of any
such audit.


                                       13
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7.    MARKETING

      7.1 America West Support. Subject to the restrictions set forth in this
Agreement, America West will provide access to, and where commercially
reasonable, work with Juniper Bank to promote the Affinity Card through the
following channels:

            7.1.1 [REDACTED];

            7.1.2 [REDACTED];

            7.1.3 [REDACTED];

            7.1.4 [REDACTED];

            7.1.5 [REDACTED];

            7.1.6 [REDACTED];

            7.1.7 [REDACTED];

            7.1.8 prominently feature the Affinity Cards on the America West
website with a link on the home page to Juniper Bank's website for online
Affinity Card applications;

            7.1.9 [REDACTED];

            7.1.10 provide placement of Applications (as defined in Section 7.6)
at America West ticket counters, gates and America West Clubs (as permitted by
airport regulations and other contractual agreements); and

            7.1.11 [REDACTED].

Except as otherwise provided in this Agreement, all costs of production of the
foregoing marketing items shall be paid by Juniper Bank, provided that it shall
be at Juniper Bank's sole discretion as to whether it uses such support.

      7.2 Juniper Bank Support. Except as otherwise provided in this Agreement,
Juniper Bank shall determine, in its sole discretion, how it will market the
Program. The following are examples of the types of marketing programs that may
or shall be pursued (as provided below) by Juniper Bank at its sole cost and
expense:

            7.2.1 shall provide space to America West for a marketing message in
each Card monthly billing statement or newsletter (subject to any legal or
regulatory requirement that preempts the space allocated for marketing
messages);

            7.2.2 if in the commercially reasonable judgment of Juniper Bank and
America West such activities are appropriate and beneficial, Juniper Bank shall
provide and adequately staff event marketing support (e.g., application booths)
at America West's airports. America West shall assist Juniper Bank in obtaining
airport approval for such event marketing. Juniper Bank shall cover all costs
associated with such event marketing. America West shall have


                                       14
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authority to require Juniper Bank to alter its airport marketing procedures or
train or eliminate staff members which may not be performing their duties in a
manner deemed appropriate by America West;

            7.2.3 Juniper Bank shall feature and support dedicated webpages to
the Affinity Card Program on the Juniper Bank website and provide links to the
America West website;

            7.2.4 [REDACTED];

            7.2.5 [REDACTED];

            7.2.6 should it develop or acquire banking centers (e.g., bank
branches), Juniper Bank shall conduct banking center promotions and
cross-selling of the Affinity Card; and

            7.2.7 Juniper Bank shall produce and supply to America West all
electronic communication text, banner advertisements and related marketing
materials for use at www.americawest.com and successor web sites.

      7.3 Direct Mail. Juniper Bank, based on its credit analysis of FF
Participants and commercially reasonable marketing strategies and models
developed by Juniper Bank for the marketing of, and optimizing the benefits to
be derived from, the Mileage Accumulation Program (the "DIRECT MARKETING
STRATEGY"), shall, at its sole cost and expense, manage the direct marketing,
acquisitions and retention efforts for the Mileage Accumulation Program;
provided however, Juniper Bank shall obtain America West's prior written
approval prior to implementing such Direct Marketing Strategy, said approval not
to be unreasonably withheld or delayed [REDACTED].

      7.4 Contact Lists. Subject to its internal privacy policies or as
otherwise restricted by law, America West, upon written request provided not
more frequently than [REDACTED], shall provide Juniper Bank with a list of FF
Participant names, [REDACTED] (the "FF LIST"). America West shall use its
commercially reasonable efforts to provide as complete a FF List as possible.
The initial FF List shall consist of [REDACTED] mailable America West Customers.
Juniper Bank agrees to provide America West with any updated information that
Juniper Bank obtains from any FF List cleansing processes, including, but not
limited to, [REDACTED]. The FF List shall not contain personal information of FF
Participants not in good standing and FF Participants who have requested that
their personal information not be disclosed. Juniper Bank, at its sole cost and
expense, will use the FF List solely to conduct specific direct mail and/or
telemarketing campaign(s) to promote the Mileage Accumulation Program upon
America West approval. The FF List, and any permissible copies of the same,
shall remain the sole property of America West and, subject to regulatory
retention requirements, shall be returned by Juniper Bank to America West within
thirty (30) days of Juniper Bank's completion of the campaign or upon demand.
However, Juniper Bank may maintain separately all information that it obtains as
a result of an Account relationship with any America West Customer or an
application submitted by an America West Customer for an Account relationship
with Juniper Bank. This information becomes a part of Juniper Bank's own files
that shall not be subject to this Agreement and will not imply or suggest any
endorsement by America West.


                                       15
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Both Juniper Bank and America West shall maintain a "no solicitation list" of FF
Participants, Affinity Cardholders and Customers who have indicated they do not
want to receive promotional mailings, e-mails or telephone calls, if applicable.

      7.5 Newsletter. America West, at a minimum, shall provide Juniper Bank
with the opportunity to submit [REDACTED] FF Program newsletters, should America
West produce such newsletters, for Juniper Bank to feature Juniper Bank's
participation in the Mileage Accumulation Program and/or other joint America
West/Juniper Bank activities.

      7.6 Applications. [REDACTED] ("APPLICATION"). [REDACTED] produce a
sufficient number of Applications for placement at locations required by this
Agreement. Juniper Bank shall use commercially reasonable efforts to provide
America West with Applications within ten (10) business days after request for
additional Applications. America West shall use commercially reasonable efforts
to display the Application at airport counters (subject to applicable
regulations and other agreements existing as of the Commencement Date), America
West Clubs and city ticket offices. Juniper Bank shall use commercially
reasonable efforts to display the Application at sponsored events and bank
branch offices, if any.

      7.7 In-Flight Magazine. At Juniper Bank's sole discretion, Juniper Bank
may prepare and provide to America West advertisements and tip-in applications
for placement in America West's In-Flight magazine.

      7.8 Retention Plan. Juniper Bank shall design and implement a customized
retention plan to retain Affinity Card Accounts. [REDACTED].

      7.9 Card Design. The design of all Cards shall prominently feature America
West's trademark, logo and brand identity. Prior to production, Juniper Bank
will provide America West the necessary Visa or MasterCard design specifications
for custom graphics of the Cards. Subject to satisfaction of such Visa or
MasterCard specifications and Juniper Bank's requirements, America West will
have the right to approve the design of all the Cards, which said approval will
not be unreasonably withheld or delayed.

      7.10 Approvals. All promotional materials using trademarks prepared by
either party shall be prepared in accordance with this Agreement and must be
approved in advance in writing by the other party, which approval shall not be
unreasonably withheld or delayed.

8.    TRADEMARKS AND TRADE NAMES, APPROVAL OF MATERIALS

      8.1 Juniper Bank. America West acknowledges Juniper Bank's ownership and
proprietary right to all Juniper Bank's logos, trademarks, trade names and
service marks. Juniper Bank hereby grants America West a limited license to use
said logos, trademarks, trade names and service marks to promote the FF Program
and Mileage Accumulation Program, provided that America West obtains Juniper
Bank's written approval prior to any such use. America West recognizes and
acknowledges that it acquires no right in these logos, trademarks, trade names
or service marks by such use.


                                       16
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      8.2 America West. Juniper Bank acknowledges America West's ownership and
proprietary right to all America West logos, trademarks, trade names and service
marks. America West hereby grants Juniper Bank a limited license to use said
logos, trademarks, trade names and service marks to promote the FF Program and
Mileage Accumulation Program, provided that Juniper Bank obtains America West's
written approval prior to any such use. Juniper Bank recognizes and acknowledges
that it acquires no right in these logos, trademarks, trade names or service
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.

      8.3 Approvals. All promotional materials using trademarks prepared by
either party shall be prepared in accordance with this Agreement and must be
approved in advance in writing by the other party, which approval shall not be
unreasonably withheld or delayed.

9.    EXCLUSIVITY.

      9.1 America West Commitments. During the Term of this Agreement America
West will not enter into any agreement, which has an effective date prior to the
termination of this Agreement for participation in the FF Program pursuant to
which a FF Participant may accumulate miles in the FF Program through use of a
credit card pursuant to this Agreement.

      9.2 Exceptions. Notwithstanding the provisions set forth in Section 9.1
above, America West may [REDACTED].

      9.3 Juniper Bank Commitment. During the Term of this Agreement, Juniper
Bank shall advise America West, in writing, of Juniper Bank's participation in
any other airline frequent flyer program as soon as reasonably practical after
the commencement date of the agreement pertaining to such participation.

10.   CONFIDENTIALITY

      10.1 All information and documents about Juniper Bank, its products,
marketing plans, strategies, customers, processes and procedures ("JUNIPER BANK
CONFIDENTIAL INFORMATION") are confidential and valuable proprietary assets of
Juniper Bank. All information and documents about America West, its customers,
products, marketing plans, strategies, processes, procedures, FF Participants,
and FF List ("AMERICA WEST CONFIDENTIAL INFORMATION") are confidential and
valuable proprietary assets of America West. In this Agreement, Juniper Bank
Confidential Information and America West Confidential Information are sometimes
collectively referred to as "CONFIDENTIAL INFORMATION". For purposes of this
Agreement, the terms of this Agreement will be the mutual Confidential
Information of both parties. Each party and its respective employees and agents
will treat as confidential all Confidential Information and third-party
proprietary products which the other party provides in connection with the
Program. Neither party will disclose or duplicate those items of Confidential
Information or third-party products to anyone not having a need to know in
connection with the performance or enforcement of this Agreement (except as
required by law or pursuant to order of a court of competent jurisdiction) and
will not use them except in connection with the performance or enforcement of
this Agreement. Each party will take all steps needed to ensure that its agents
and employees preserve this confidentiality.


                                       17
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      10.2 The parties agree not to use any Confidential Information except in
connection with the performance or enforcement of this Agreement and as follows:

           10.2.1 America West. America West will not use any of Juniper Bank's
           Confidential Information that comes into its possession through any
           manner including, but not limited to marketing reports, transaction
           reports, monthly marketing meetings except in connection with its
           obligations under this Agreement. America West's FF List obtained
           pursuant to the solicitations shall not be considered Juniper Bank's
           Confidential Information, provided that lists of those individuals
           who become Affinity Cardholders shall also be deemed Juniper Bank
           Confidential Information.

           10.2.2 Juniper Bank. Juniper Bank shall use America West Confidential
           Information only for purposes of the solicitations and in connection
           with the opening and administration of Affinity Card and New Services
           Accounts and issuance of Cards as a result of the solicitations, and
           will not sell, rent, or otherwise make available America West
           Confidential Information to any third party.

      10.3 America West and Juniper Bank acknowledge that each has a
responsibility to its customers to keep information about its customers and
their accounts ("CUSTOMER INFORMATION") strictly confidential. In addition to
the other requirements set forth in Section 10 regarding Confidential
Information, Customer Information shall also be subject to the additional
restrictions set forth in this Section 10.3. Neither Juniper Bank nor America
West shall disclose or use any Customer Information other than on a "need to
know" basis to carry out the purposes of this Agreement and then only to: (i)
affiliates of Juniper Bank or America West; (ii) America West's and Juniper
Bank's employees or officers; (iii) to carefully selected subcontractors
provided that such subcontractors shall have entered into a confidentiality
agreement no less restrictive than the terms hereof; (iv) to independent
contractors, agents, and consultants designated by Juniper Bank or America West,
as applicable, provided that such independent contractors, agents, or
consultants shall have entered into a confidentiality agreement no less
restrictive than the terms hereof; or (v) pursuant to the exceptions set forth
in 15 USC 6802(e) or accompanying regulations which disclosures are made in the
ordinary course of business. The restrictions set forth herein shall apply
during the Term and after the termination of this Agreement.

      10.4 The recipient of such Confidential Information (the "RECIPIENT")
agrees that, without the prior written consent of the supplier of such
Confidential Information (the "SUPPLIER"), the Recipient shall not use, copy or
divulge to third parties or otherwise use except in accordance with the terms of
this Agreement, any information or materials obtained from Supplier or through
Supplier in connection with this Agreement, unless (i) the information or
materials is known to the Recipient prior to obtaining same from the Supplier;
(ii) the information or materials is, at the time of disclosure to the
Recipient, then in the public domain; (iii) the information or materials is
obtained by the Recipient from a third party who did not receive the same,
directly or indirectly, from the Supplier; or (iv) the Recipient becomes legally
compelled to disclose Confidential Information or materials by a governmental
body or court. In the event of (iv) above, the Recipient will provide the
Supplier with prompt notice so that the Supplier may seek a protective order or
other appropriate remedy and/or waive compliance (in


                                       18
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writing) with the provisions hereof. In the event that such protective order or
other remedy is not obtained, or the Supplier waives, in writing, compliance
with the provisions hereof, the Recipient will furnish only that portion of such
Confidential Information or materials which its legal counsel advises it that it
is legally required and will exercise its reasonable efforts to obtain
appropriate assurance that confidential treatment will be accorded such
Confidential Information or materials.

      10.5 The confidentiality and non-disclosure requirements of this Section
10 shall also apply to information provided before the Commencement Date of this
Agreement and will survive this Agreement's expiration or termination.

      10.6 All Confidential Information will, subject to regulatory retention
requirements, either be returned to the Supplier or destroyed at Supplier's
request upon termination of this Agreement.

11.   INDEMNIFICATION

      11.1 America West. Juniper Bank shall indemnify, defend (by counsel
reasonably acceptable to America West) and hold America West, its parent and
affiliate companies and their respective officers, directors, employees and
permitted assigns, harmless for, from and against any Losses, as defined below,
arising out of, relating to or attributable to: (i) any act or omission of
Juniper Bank, its officers, employees or agents in the performance of their
obligations hereunder; (ii) any failure by Juniper Bank to comply with the terms
and conditions of this Agreement; (iii) Juniper Bank's underwriting, issuing,
servicing, maintaining and collecting Affinity Card Accounts and all disputes
arising in connection therewith; (iv) Juniper Bank's refusal to permit a FF
Participant to obtain an Affinity Card; (iv) Juniper Bank's failure to comply
with applicable laws and regulations in connection with underwriting, issuing,
servicing, maintaining or collecting Affinity Card Accounts; (v) the manner in
which Juniper Bank bills or collects or attempts to collect any Affinity Card
Account; (vi) Juniper Bank's promotion, advertising or marketing of the Program
prior to the expiration or termination of the Bank of America Agreement; or
(vii) publicity and/or advertising proposed, developed and/or conducted by
Juniper Bank including, but not limited to, any claims or determination that the
publicity or advertising is illegal or misleading provided that this shall not
extend to any changes to such publicity or advertising requested by America
West, in writing, and made by Juniper Bank or such publicity or advertising
approved by America West relating to terms other than the credit card.

      11.2 Juniper Bank. America West shall indemnify, defend (by counsel
reasonably acceptable to Juniper Bank) and hold Juniper Bank, its parent and
affiliate companies, and their respective officers, directors, employees and
permitted assigns, harmless for, from and against any Losses, as defined below,
arising out of, relating to or attributable to: (i) any act or omission of
America West, its officers, employees or agents in the performance of their
obligations hereunder; (ii) any failure by America West to comply with the terms
and conditions of this Agreement; (iii) America West's failure or refusal to
give FF Program mileage credit to a FF Participant provided that Juniper Bank
correctly notifies America West as provided herein or America West's failure or
refusal to otherwise provide FF Program benefits to FF Participants (except as
permitted by the FF Program), which failure or refusal is unrelated to any act,


                                       19
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omission, failure or refusal on the part of Juniper Bank for which America West
is indemnified hereunder; (iv) any failure to comply with laws and regulations
applicable to the airline industry or frequent flyer programs; and (iv)
publicity and/or advertising proposed, developed and/or conducted by America
West including, but not limited to, any claims or determination that the
publicity or advertising is illegal or misleading provided that this shall not
extend to any changes to such publicity or advertising requested by Juniper
Bank, in writing, and made by America West or such publicity or advertising
approved by Juniper Bank relating to the credit card.

      11.3 Defense. Each party shall promptly notify the other party of any suit
or threat of suit of which that party becomes aware (except with respect to a
threat of suit one party might institute against another party) which may give
rise to a right of indemnification pursuant to this Agreement. The indemnifying
party will be entitled to participate in the settlement or defense thereof and,
if the indemnifying party elects, to take over and control the settlement or
defense thereof with counsel satisfactory to the indemnified party. The
indemnifying party and the indemnified party shall cooperate (at no cost to the
indemnified party) in the settlement or defense of any such claim, demand, suit
or proceeding.

      11.4 Losses. The term "LOSSES" shall mean any losses, damages, costs,
fines, claims, liabilities, fines, penalties and expenses (including without
limitation, any reasonable attorneys' fees and court costs) incurred by Juniper
Bank or America West, as the case may be.

      11.5 Survival. The terms of this Section 11 shall survive the termination
of this Agreement and remain in effect with respect to any occurrence or claim
arising out of or in connection with this Agreement.

12.   DEFAULT; TERMINATION

      12.1 If there is a material default by either party in the performance of
the terms and conditions of this Agreement, and such default shall continue for
a period of ten (10) days (for undisputed monetary defaults) or thirty (30) days
(for non-monetary defaults), as applicable, after receipt by the defaulting
party of written notice thereof from the non-defaulting party (setting forth in
detail the nature of such default), then this Agreement shall upon the written
election of the non-defaulting party terminate on the 30th day for undisputed
monetary defaults or 60th day for non-monetary defaults, as applicable,
following the delivery of the written notice. If, however, despite the ongoing
commercially reasonable efforts by the defaulting party to cure the default set
forth in the notice, the default cannot be remedied within such ten (10) day or
thirty (30) day period, as applicable, such time period shall be extended for an
additional period of not more than ten (10) days for undisputed monetary
defaults and thirty (30) days for non-monetary defaults, as applicable, so long
as the defaulting party has notified the non-defaulting party in writing and in
detail of its plans to initiate substantive steps to remedy the default and
diligently thereafter pursues the same to completion within such additional ten
(10) or thirty (30) day period, as applicable. In no event may either party
pursue a claim for indirect, consequential, special, incidental or punitive
damages resulting from a default under this Agreement. In the event that any
material change in any federal, state or local law, statute, operating rule or
regulation, or any material change in any operating rule or regulation of the
Card issuer makes the continued performance of this Agreement under the then
current terms and conditions unduly burdensome, then either party shall have the
right to terminate this Agreement upon ninety (90)


                                       20
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days advance written notice. Such written notice shall include a detailed
explanation and evidence of the burden imposed as a result of such change.

      12.2 If either party becomes the subject of an event where (a) the party
becomes insolvent, (b) a party engages in willful misconduct or gross negligence
to the material detriment of the other party, (c) voluntary or involuntary
proceedings by or against such party are instituted in bankruptcy or under any
insolvency law, or a receiver or custodian is appointed for such party, or
proceedings are instituted by or against such party for the dissolution of such
party (other than an administrative dissolution for which the party is taking
corrective action), which proceedings, if involuntary, are not dismissed within
sixty (60) days after the date of filing, or (d) such party makes an assignment
for the benefit of its creditors, or (e) substantially all of the assets of such
party are seized or attached and not released within sixty (60) days thereafter,
the other party may, by giving written notice to the affected party, terminate
this Agreement.

13.   MISCELLANEOUS

      13.1 Assignment. Neither party may assign or otherwise transfer any of its
rights or obligations under this Agreement to any third party without the prior
written consent of the other party, except that either party may assign this
Agreement to its parent or its wholly-owned subsidiary without the prior written
consent of the other party; provided, that the assigning party shall provide
fourteen (14) days' advance written notice of such assignment to the other party
and the new party agrees to be bound by the terms and conditions of this
Agreement. Notwithstanding the foregoing, the engagement of an advertising agent
or fulfillment house to prepare or distribute any mailings, advertising, or
promotional materials or perform operational tasks will not be deemed to be an
assignment.

      13.2 Independent Contractors. It is mutually understood and agreed that
nothing in this Agreement is intended or may be construed to create or establish
any agency, partnership, or joint venture relationship between the parties
hereto, and that the relationship of the parties hereto shall at all times be
that of independent contractors.

      13.3 Waiver. The failure of either party to enforce at any time any
provision of this Agreement shall not be construed to be a waiver of such
provision, nor in any way to affect the validity of this Agreement or any part
hereof or a party's right thereafter to enforce each and every provision. No
waiver of any breach of this Agreement shall be held to constitute a waiver of
any other or subsequent breach.

      13.4 Governing Law. This Agreement and any dispute arising under or in
connection with this Agreement, including any action in tort, will be governed
by the internal laws of the State of Delaware, without regard to the conflicts
of laws principles thereof.

      13.5 Notices. All notices to the respective Parties hereunder shall be
sent by overnight delivery, or certified or registered U.S. mail, return receipt
requested, to the addresses as set forth below:

      AMERICA WEST AIRLINES                  JUNIPER BANK
      ---------------------                  ------------
      America West Airlines                  Juniper Bank


                                       21
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      4000 E. Sky Harbor Blvd. (CH-MKT)      100 S. West St.
      Phoenix, AZ 85034                      Wilmington, DE 19801
      Attn: Vice President, Marketing        Attn: Ben Brake


      COPY SENT TO:                          COPY SENT TO:
      America West Airlines                  Juniper Bank
      4000 E. Sky Harbor Blvd.               100 S. West St.
      Phoenix, AZ 85034                      Wilmington, DE 19801
      Attn:  Manager, Partner Marketing      Attn: Kevin Kleinschmidt


      COPY SENT TO:                          COPY SENT TO:
      America West Airlines                  Juniper Bank
      4000 E. Sky Harbor Blvd. (CH-LAW)      100 S. West St
      Phoenix, AZ 85034                      Wilmington, DE 18091
      Attn:  General Counsel                 Attn:  General Counsel

      The addresses for the purpose of notice may be changed at any time by
providing notice as set forth herein.

      13.6 Amendment. This Agreement shall not be modified, amended or
supplemented except by written instrument signed by each of the parties hereto.
This Agreement is deemed to have been jointly drafted by the parties, and any
uncertainty or ambiguity shall not be construed for or against either party as
an attribution by either party.

      13.7 Captions. The captions appearing in this Agreement have been inserted
as a matter of convenience and in no way define, limit, or enlarge the scope of
this Agreement or any of its provisions.

      13.8 Entire Agreement. This Agreement, including its exhibits, constitutes
the entire agreement and understanding of the Parties on the subject matter
hereof, and, as of the date set forth in the first sentence of this Agreement,
supersedes all prior agreements, whether written or oral, between the Parties
hereto concerning the subject matter hereof. There are no other or further
representations or inducements, whether written or oral, that have been given or
made in connection with this Agreement.

      13.9 Cost. In the event of any litigation, arbitration, or other
proceedings under this Agreement, the prevailing party shall be entitled to
recover from the other party all costs, reasonable attorneys' fees, and other
expenses incurred.

      13.10 Force Majeure. Except for any undisputed payments due hereunder,
neither party shall be liable for delays or failure in performance thereunder
caused by acts of God, war, strike, labor dispute, work stoppage, fire, act of
government, terrorism, or any other cause, whether similar or dissimilar, beyond
reasonable control of that party.


                                       22
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      13.11 Severability. In the event any section of this Agreement or part
thereof shall be declared invalid for any reason by a court of competent
jurisdiction such decision shall not affect the validity of any other sections,
which other sections shall remain in force and effect as if this Agreement had
been executed with the invalid section(s) or part(s) thereof eliminated, and it
is hereby declared the intention of the parties that they would have executed
the other sections of this Agreement without including herein any section(s) or
part(s) thereof which may for any reason be hereafter declared invalid.

      13.12 Survivability of Rights and Remedies. Any rights or remedies either
party may have with respect to the other party arising out of such other party's
performance of services during the term of this Agreement shall survive the
expiration or termination of this Agreement.

      13.13 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same instrument.

      13.14 Debarment Clause. Each party hereby certifies to the other that
neither it nor, to its knowledge, any of its principals is presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded
from participation in this transaction by any agency or department of the United
States Federal Government. Where either party is unable to certify to any of the
statements in this Section 13.14, such party shall attach an explanation to this
Agreement.

      IN WITNESS WHEREOF, Juniper Bank and America West have executed and
delivered this Agreement 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


                                       23
<PAGE>
                                    EXHIBIT A

                                MILES AND PAYMENT

A.    Awarding of Miles:

1.    Base Miles

      (a)   Affinity Cards (except Standard No Fee Cards) - [REDACTED] of Net
            New Purchase Transaction will be awarded.

      (b)   Standard No Fee Cards - [REDACTED] of Net New Purchase Transaction
            will be awarded.

2.    Bonus Miles

      (a)   Affinity Cards (except Standard No Fee Cards) - to be awarded at the
            minimum rate [REDACTED]; Bonus Miles to be awarded for purchases of
            America West products at the rate set forth on Exhibit B and other
            promotional bonus offers agreed to in writing by America West and
            Juniper Bank.

      (b)   Standard No Fee Cards - [REDACTED] for America West ticket purchases
            at the rate set forth in Section 4, and other promotional bonus
            offers agreed to in writing by America West and Juniper Bank.

      (c)   Balance Transfers - [REDACTED].

      (d)   Existing Customer Bonus - [REDACTED].

      (e)   Anniversary Miles - [REDACTED].

3.    Adjustment Miles - Will be awarded and paid at the applicable rates as if
      they were initially properly awarded.
<PAGE>
                                    EXHIBIT B

                                  CARD BENEFITS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                     [REDACTED]          [REDACTED]          [REDACTED]          [REDACTED]         [REDACTED]
------------------------------------------------------------------------------------------------------------
<S>                  <C>                 <C>                 <C>                 <C>                <C>
ACTIVATION BONUS     [REDACTED]          [REDACTED]          [REDACTED]          [REDACTED]         [REDACTED]
MILES
------------------------------------------------------------------------------------------------------------
MILES EARNED PER     [REDACTED]          [REDACTED]          [REDACTED]          [REDACTED]         [REDACTED]
DOLLAR
------------------------------------------------------------------------------------------------------------
MILES EARNED PER     [REDACTED]          [REDACTED]          [REDACTED]          [REDACTED]         [REDACTED]
DOLLAR ON AMERICA
WEST TICKET
PURCHASES, AWA
VACATIONS
(EXCLUDING
CRUISES), AND
AWA CLUB PASSES**
------------------------------------------------------------------------------------------------------------
MILES EARNED PER     [REDACTED]          [REDACTED]          [REDACTED]          [REDACTED]         [REDACTED]
DOLLAR OF
QUALIFYING BALANCE
TRANSFER
------------------------------------------------------------------------------------------------------------
AMERICA WEST CLUB    [REDACTED]          [REDACTED]          [REDACTED]          [REDACTED]         [REDACTED]
PASSES (VALID IN
PHOENIX & LAS
VEGAS)*
------------------------------------------------------------------------------------------------------------
COMPANION PASS*      [REDACTED]          [REDACTED]          [REDACTED]          [REDACTED]         [REDACTED]
------------------------------------------------------------------------------------------------------------
</TABLE>

*     America West will provide, at America West's sole discretion.

**    Juniper Bank will provide and purchase the incremental America West ticket
purchase miles at the Bonus Mileage Rate.
<PAGE>
                                    EXHIBIT C
                       FLIGHTFUND PARTICIPATION AGREEMENT
              AMERICA WEST PARTNER STANDARD INTERFACE RECORD LAYOUT
                                  HEADER RECORD

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
FIELD NAME            POSITION   LENGTH   TYPE    DESCRIPTION              VALUE
--------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>      <C>     <C>                      <C>
RECORD TYPE           01         01       X(01)   RECORD TYPE              `1'
--------------------------------------------------------------------------------------------------------
PARTNER CODE          02         02       X(02)   PARTNER                  `XX' - NEED HOTEL CODE AND NAME
--------------------------------------------------------------------------------------------------------
PARTNER TYPE          04         01       X(01)   PARTNER TYPE             `H'
--------------------------------------------------------------------------------------------------------
FILE DATE             05         06       9(06)   FILE DATE                DATE OF FILE
                                                                           (MMDDYY FORMAT)
--------------------------------------------------------------------------------------------------------
RECORD COUNT          11         07       9(07)   RECORD COUNT             NUMBER DETAIL RECORDS IN FILE
                                                                           (EXCLUDING HEADER RECORD)
--------------------------------------------------------------------------------------------------------
FILLER                18         63       X(63)   UNUSED                   SPACES
--------------------------------------------------------------------------------------------------------
</TABLE>

DETAIL RECORD

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
FIELD NAME            POSITION   LENGTH   TYPE    DESCRIPTION              VALUE
---------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>      <C>     <C>                      <C>
RECORD TYPE           01         01       X(01)   RECORD TYPE              `2'
---------------------------------------------------------------------------------------------------------
FLIGHT FUND NUMBER    02         11       9(11)   FLIGHT FUND NUMBER       RIGHT JUSTIFIED - ZERO
                                                                           FILLED
---------------------------------------------------------------------------------------------------------
PARTNER CODE          13         02       X(02)   PARTNER                  `xx'
---------------------------------------------------------------------------------------------------------
PARTNER TYPE          15         01       X(01)   PARTNER TYPE             `H'
---------------------------------------------------------------------------------------------------------
LOCATION CODE         16         04       X(04)   OPTIONAL                 YOUR DISCRETION
---------------------------------------------------------------------------------------------------------
ACTIVITY DATE         20         06       9(06)   EFFECTIVE DATE OF BONUS  EFFECTIVE DATE OF BONUS
                                                                           (MMDDYY FORMAT)
---------------------------------------------------------------------------------------------------------
DAY COUNT             26         04       9(04)   LENGTH OF STAY           RIGHT JUSTIFIED ZERO FILLED
---------------------------------------------------------------------------------------------------------
REFERENCE NUMBER      30         08       X(08)   OPTIONAL                 YOUR DISCRETION
---------------------------------------------------------------------------------------------------------
BASE LEVEL            38         01       X(01)   BASE LEVEL               SPACES
---------------------------------------------------------------------------------------------------------
LAST NAME             39         18       X(18)   LAST NAME                LAST NAME OF CUSTOMER
---------------------------------------------------------------------------------------------------------
CANCEL FLAG           57         01       X(01)   UNUSED                   SPACES
---------------------------------------------------------------------------------------------------------
CREDIT AMOUNT         58         07       9(07)   MILEAGE                  Miles to apply to
                                                                           customer.  Right justify,
                                                                           zero fill.
---------------------------------------------------------------------------------------------------------
BONUS INDICATOR       65         01       X(01)   BONUS INDICATOR          SPACE
                                                                           (Values are assigned by
                                                                           America West)
---------------------------------------------------------------------------------------------------------
RETRO FLAG            66         01       X(01)   UNUSED                   SPACE
---------------------------------------------------------------------------------------------------------
PREFIX                67         01       X(01)   UNUSED                   SPACE
---------------------------------------------------------------------------------------------------------
CHECK DIGIT           68         01       X(01)   UNUSED                   SPACE
---------------------------------------------------------------------------------------------------------
AWV DEST CODE         69         04       X(04)   UNUSED                   SPACES
---------------------------------------------------------------------------------------------------------
FILLER                73         08       X(08)   UNUSED                   SPACES
---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
               Standard Edits for America West Partners Interface

YEAR 2000 COMPLIANCE:

- If the Year of any date is less than `80' then system forces century `20'.
- If the Year of any date is equal to or greater than `80' then system forces
  century `19'.

RECORD VALIDATION:

America West Partner Interface system will REJECT Detail records that contain
ANY of the following conditions:

- Activity date is not valid.
- Activity date is in the future.
- Flight Fund Number is not numeric.
- Flight Fund Number is zeroes.
- Flight Fund Number does not pass `Mod-10 Check-digit' testing.
- Invalid Partner Code.
- Invalid Bonus Indicator.
<PAGE>
                                    EXHIBIT D

                       FLIGHTFUND PARTICIPATION AGREEMENT

           FLIGHTFUND TERMS AND CONDITIONS FOR COMMUNICATION VEHICLES

                              Disclaimer Option 1:

  America West reserves the right to change, suspend, or terminate any or all
 rules, regulations, travel programs or offers of the FlightFund program at any
  time without notice. Miles earned are subject to terms and conditions of the
    FlightFund program. The number of Award seats is limited and subject to
  availability. Blackout dates apply. America West Airlines and FlightFund are
              registered trademarks of America West Airlines, Inc.

                              Disclaimer Option 2:

 America West Airlines and FlightFund are registered trademarks of America West
 Airlines, Inc. All FlightFund terms and conditions apply. Visit flightfund.com
                                  for details.