US Airways 2007 Annual Report Download - page 1173

expiration of the Dual Branding Period (i) US Airways Group continues to sell miles to Bank of America for the purpose of awarding such miles to
holders of US Airways/Bank of America co-branded credit cards, and (ii) there are ** US Airways/Bank of America co-branded credit card accounts
for which miles are being awarded, then the five year period shall commence **.
(b) The first sentence of Section 4.11 of the Agreement is hereby amended as follows:
"4.11 Merger Bonus Payment. Juniper Bank shall pay, by wire transfer, US Airways Group a one-time payment of one hundred thirty million dollars
($130,000,000.00) ("Merger Bonus Payment") within five (5) business days after the Merger Effective Date (the "Merger Bonus Payment Date"),
provided that as of the Merger Bonus Payment Date each of the following conditions shall be satisfied: (i) completion of the funding of additional
equity of five hundred million dollars ($500,000,000); (ii) completion of the two hundred fifty million dollars ($250,000,000) exit financing from
Airbus, of which approximately one hundred forty million dollars ($140,000,000) will be complete on the Merger Effective Date; (iii)
commencement of the unwinding of the US Airways tax trust in the amount of approximately one hundred seventy million dollars ($170,000,000)
which will be fully realized as cash after a 90-day wind down period; (iv) successful approval and completion of the Merger; (v) Juniper Bank has
the sole right to issue credit cards branded with US Airways Marks for the Term of this Agreement, provided that such right shall be non-exclusive
during the Dual Branding Period; (vi) the Merged Entities have $1.1 billion in unrestricted cash, cash equivalents and short term investments
inclusive of the funds to be realized pursuant to (ii) and (iii)but exclusive of any payments due from Juniper Bank pursuant to the First Amendment
and this Amendment No. 2; and (vii) no material adverse change, individually or in the aggregate, in the business, financial or other condition of
America West, US Airways Group, the Merged Entities or their respective consolidated subsidiaries, taken as a whole, other than any thereof which
would not result in a Material Adverse Effect. In the event that US Airways Group does not deliver an officer's certificate to the effect that the
conditions set forth above in this Section 4.11 have been satisfied within five (5) business days after the Merger Effective Date, the Merger Bonus
Payment shall be due within three (3) business days of receipt of such certification, provided that if such conditions set forth above shall not have
been satisfied within thirty (30) days after the Merger Effective Date Juniper may, in its sole discretion, terminate this Agreement for cause."
(c) Section 5.1 of the Agreement is hereby amended in its entirety as follows:
"5.1 Term. This Agreement shall be effective as of the Effective Date and shall continue for a term (the "Term") commencing on January 1, 2006
or, if later, the date upon which Juniper Bank commences marketing to the general public (the "Commencement Date") and ending at the expiration
of the Five Year Term (the "Expiration Date"), unless earlier terminated by either party pursuant to Section 12
** Confidential Treatment Requested. 2