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Exhibit 10.48

 

CONFIDENTIAL

 

EXECUTION COPY

AMENDMENT NO. 6

TO

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 ”).

RECITALS

     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

 

**

 

Confidential Treatment Requested.

 


 

 

CONFIDENTIAL

 

EXECUTION COPY

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.

2. Amendments .

 

a.

 

The following definitions in Section 1 of the Agreement are deleted in their entirety and replaced with the following:

““ 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 .”

 

b.

 

Section 1 of the Agreement is amended by adding the following definitions in the appropriate alphabetical order:

““** 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 .

 

**

 

Confidential Treatment Requested.

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CONFIDENTIAL

 

EXECUTION COPY

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.”

 

c.

 

Section 4.2.2 of the Agreement is deleted in its entirety and replaced with the following:

 

 

 

 

“4.2.2. Fees .

(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**:

 

 

For each **of Net New Purchase Transactions on Cards bearing US Airways Marks in which Affinity Cardholders earn **Mile per**, a fee of**;

 

 

 

For every **of Net New Purchase Transactions on Cards bearing US Airways Marks in which Affinity Cardholders earn **Mile per**, a fee of**; and

 

 

 

For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card bearing US Airways Marks, a fee of**.

(ii) As of **and thereafter:

 

 

For each **of Net New Purchase Transactions on Cards bearing US Airways Marks in which Affinity Cardholders earn **Mile per**, a fee of**;

 

 

 

For every **of Net New Purchase Transactions on Cards bearing US Airways Marks in which Affinity Cardholders earn **Mile per**, a fee of**; and

 

 

 

For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card bearing US Airways Marks, a fee of**.

 

**

 

Confidential Treatment Requested.

3


 

 


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