US Airways 2007 Annual Report Download - page 1174

of this Agreement. As of the date of expiration or termination of this 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 US Airways Group hereunder for FF Program mileage earned by FF Participants
prior to said date, including adjustments posted following termination of this Agreement."
(d) The first sentence of Section 7.4 of the Agreement is hereby amended as follows:
"7.4 Contact Lists. Subject to internal privacy policies and to any other restrictions that may be imposed upon US Airways Group, America West or
the Merged Entities by any applicable law, rule or regulation, America West, upon written request from Juniper Bank provided not more frequently
than **, shall provide Juniper Bank with a list of FF Participant names, **(the "FF List")."
(e) The first sentence of Section 14.1 of the Agreement is hereby amended as follows:
"14.1 Pre-Purchase of Miles. Juniper Bank will purchase ** Base Miles, for the sum of three hundred twenty-five million dollars ($325,000,000.00)
(the "Pre-Purchased Miles") within five (5) business days after the Merger Effective Date (the "Pre-Purchase Date"), provided that as of the Pre-
Purchase Date each of the following conditions shall be satisfied: (i) completion of the funding of additional equity of $500 million; (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 Group's
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 cash, cash equivalents and short term investments (in each case unrestricted) 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 14.1 have been satisfied within five (5) business days after the Merger Effective Date, the purchase of the Pre-Purchased Miles shall occur
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."
** Confidential Treatment Requested. 3