US Airways 2007 Annual Report Download - page 1178

EXHIBIT 10.46
AMENDMENT NO. 3
TO
AMERICA WEST CO-BRANDED CARD AGREEMENT
THIS AMENDMENT NO. 3 TO AMERICA WEST CO-BRANDED CARD AGREEMENT ("Amendment No. 3") is dated December 29, 2006, 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"), and
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", and together with the First Amendment and the Original Agreement, the "Agreement");
WHEREAS, on May 25, 2006, Juniper Bank changed its name to Barclays Bank Delaware;
WHEREAS, US Airways Group and Juniper Bank desire to amend and modify the terms of the Agreement to clarify the ** Mileage Award; and
WHEREAS, Juniper Bank intends to use the ** Mileage Award to award miles to ** ;
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. Amendment. Section 25 of the Agreement is deleted in its entirety and replaced with the following:
"Section 25. **MILEAGE AWARD
US Airways Group shall provide ** frequent flyer miles **."
3. Effectiveness. This Amendment No. 3 shall be effective on the Effective Date.
** Confidential Treatment Requested.