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CONFIDENTIAL
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AMERICA
WEST CO-BRANDED CARD AGREEMENT
THIS
AMENDMENT NO. 6 TO AMERICA WEST CO-BRANDED CARD AGREEMENT (“
Amendment No. 6 ”) is dated October 17,
2008, by and between US AIRWAYS GROUP, INC., a Delaware corporation
(“ US Airways Group ”), and BARCLAYS BANK
DELAWARE formerly known as JUNIPER BANK (“ Juniper
Bank ”).
WHEREAS,
America West Airlines, Inc. (“ America West ”)
and Juniper Bank are parties to that certain America West
Co-Branded Card Agreement, dated January 25, 2005 (the “
Original Agreement ”);
WHEREAS,
US Airways Group merged with America West’s parent company,
America West Holdings Corporation, and America West assigned its
rights and obligations under the Original Agreement to US Airways
Group pursuant to that certain Assignment and First Amendment to
America West Co-Branded Card Agreement, dated August 8, 2005
(the “ First Amendment ”), as amended by that
certain Amendment No. 2 to America West Co-Branded Card
Agreement, dated September 26, 2005 (the “ Second
Amendment ”), as amended by that certain Amendment
No. 3 to America West Co-Branded Card Agreement, dated
December 29, 2006 (the “ Third Amendment
”), as amended by that certain Amendment No. 4 to
America West Co-Branded Card Agreement, dated December 5,
2007, (the “ Fourth Amendment ”) and as amended
by that certain Amendment No. 5 to America West Co-Branded
Card Agreement, dated August 28, 2008 (the “ Fifth
Amendment ” and together with the First Amendment, Second
Amendment, Third Amendment, Fourth Amendment and the Original
Agreement, the “ Agreement ”);
WHEREAS,
US Airways Group is raising additional capital from its various
strategic partners as part of an overall liquidity program (the
“ Liquidity Program ”) to address current
economic challenges facing the global aviation industry;
WHEREAS,
Juniper Bank has agreed to pre-purchase miles from US Airways Group
to assist with these efforts;
WHEREAS,
Juniper Bank and US Airways Group also desire to offer enhanced
benefits to certain consumer cardholders to increase cardholder
spend;
WHEREAS,
US Airways Group and Juniper Bank now desire to amend and modify
the Agreement to incorporate such terms and obligations;
and
WHEREAS,
US Airways Group and Juniper Bank understand and agree that the
effectiveness of this Amendment No. 6 and the fulfillment of
the respective rights and
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**
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obligations
contained herein shall be contingent upon consummation of certain
conditions of close with respect to the Liquidity Program as more
fully set forth herein.
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
Agreement.
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a.
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The following definitions in Section 1 of the Agreement are
deleted in their entirety and replaced with the
following:
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““
Early Payment Event ” means (i) US Airways Group
is in default, with all applicable cure and grace periods elapsed,
of either (A) any material indebtedness for borrowed money in
excess of **, and (ii) the obligations under such material
indebtedness for borrowed money **have been accelerated.
“
Expiration Date ” means March 31,
2017.
“
Suspension Event ” as defined in
Section 4.6 .”
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b.
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Section 1 of the Agreement is amended by adding the following
definitions in the appropriate alphabetical order:
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““**
Fee ” as defined in Section 4.2.2
.
“
Cap ” as defined in Section 14.3
.
“
Citi Loan ” means that certain Loan Agreement dated as
of March 23, 2007, as amended, among US Airways Group, certain
of its subsidiaries signatory thereto, and Citicorp North America,
Inc., as administrative agent and collateral agent for the lenders
thereunder.
“
Citi Loan Amendment ” means an amendment to the Citi
Loan providing for, among other things, the reduction of the
Minimum Unrestricted Cash (as defined in the Citi Loan) on a dollar
for dollar basis with certain prepayments from the proceeds from
Liquidity Program until such amount is reduced to
$850,000,000.
“
Closing Conditions ” as defined in
Section 14.1 .
“
Collateral ” shall mean the sum of cash posted
directly with US Airways Group’s fuel hedge counterparties
and cash posted to collateralize letters of credit issued for the
benefit of US Airways Groups’ fuel hedge
counterparties.
“
Conditions Precedent ” as defined in
Section 14.3.1 .
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“
Liquidity Program ” as defined in the Recitals of this
Amendment No. 6.
“**
Fee ” as defined in Section 4.2.2
.
“
Repurchase Commencement Date ” as defined in
Section 14.3 .
“
Subsequent Purchase ” as defined in
Section 14.3 .
“
Subsequent Purchase Date ” as defined in
Section 14.3 .
“
Unrestricted Cash ” shall mean the sum of cash, cash
equivalents, short-term investments and available for sale
securities (in each case unrestricted) maintained by US Airways
Group as depicted on its balance sheet.”
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c.
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Section 4.2.2 of the Agreement is deleted in its entirety and
replaced with the following:
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“4.2.2. Fees .
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(a) During
the Term of this Agreement, Juniper Bank shall pay a **fee to US
Airways Group equal to ** for each Base, Bonus or Adjustment Mile
awarded by Juniper Bank to an Account and accounts from
**(“** Fee ”).
(b) In
addition to the **Fee, for all Accounts except the accounts from**,
Juniper Bank shall pay a fee for the use of US Airways’
Marks, marketing channels, marketing support, administrative
support and brand equity (“** Fee ”) as
follows:
(i) From
the Effective Date of Amendment No. 5 up to and
including**:
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•
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For each **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which Affinity Cardholders earn **Mile per**, a
fee of**;
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•
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For every **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which Affinity Cardholders earn **Mile per**, a
fee of**; and
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•
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For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card
bearing US Airways Marks, a fee of**.
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(ii) As
of **and thereafter:
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•
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For each **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which Affinity Cardholders earn **Mile per**, a
fee of**;
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•
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For every **of Net New Purchase Transactions on Cards bearing US
Airways Marks in which Affinity Cardholders earn **Mile per**, a
fee of**; and
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•
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For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card
bearing US Airways Marks, a fee of**.
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**
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