US Airways 2007 Annual Report Download - page 1172

EXHIBIT 10.45
AMENDMENT NO. 2
TO
AMERICA WEST CO-BRANDED CARD AGREEMENT
THIS AMENDMENT NO. 2 TO AMERICA WEST CO-BRANDED CARD AGREEMENT ("Amendment No. 2") is dated September 26, 2005, by and
between AMERICA WEST AIRLINES, INC., a Delaware corporation ("America West"), US AIRWAYS GROUP, INC., a Delaware corporation ("US
Airways Group"), and JUNIPER BANK ("Juniper Bank").
RECITALS
WHEREAS, America West and Juniper Bank previously entered into that certain America West Co-Branded Card Agreement, dated January 25, 2005 (the
"Original Agreement") establishing and maintaining a co-branded credit card program for the benefit of members of America West's FlightFund loyalty
program ("Flight Fund Program") and America West's customers; and
WHEREAS, US Airways Group, America West and Juniper Bank entered into that certain Assignment and First Amendment to America West Co-
Branded Card Agreement, dated August 8, 2005 (the "First Amendment", and together with the Original Agreement, the "Agreement"), pursuant to which,
upon consummation of the Merger Juniper Bank shall participate in US Airways Group's Dividend Miles program and shall establish and maintain a US
Airways co-branded credit card program;
WHEREAS, Juniper Bank desires to participate in the Dividend Miles Program and to establish and maintain a US Airways' co-branded credit card
program upon consummation of the Merger; and
WHEREAS, America West, US Airways Group and Juniper Bank understand and agree that the effectiveness of this Amendment No. 2 and the fulfillment
of the respective rights and obligations contained herein shall be contingent upon consummation of the Merger.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Definitions. All capitalized terms used herein, but not otherwise defined herein, shall have the meanings given to such terms in the Agreement.
2. Amendments.
(a) Section 1 of the Agreement is amended by adding the following definition in the appropriate alphabetical order:
"Five Year Term" means the five year period commencing at the expiration of the Dual Branding Period and ending on the fifth anniversary
thereof, unless at the