US Airways 2007 Annual Report Download - page 1180

EXHIBIT 10.47
AMENDMENT NO. 4
TO
AMERICA WEST CO-BRANDED CARD AGREEMENT
THIS AMENDMENT NO. 4 TO AMERICA WEST CO-BRANDED CARD AGREEMENT ("Amendment No. 4") is dated December 5, 2007, 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"), and as amended by that certain Amendment No. 3 to America West Co-Branded Card
Agreement, dated December 29, 2006 (the "Third Amendment", and together with the First Amendment, Second Amendment and the Original Agreement,
the "Agreement");
WHEREAS, on May 25, 2006, Juniper Bank changed its name to Barclays Bank Delaware;
WHEREAS, Bank of America, N.A.(USA) ("Bank of America") instituted litigation regarding Juniper Bank's and US Airways Groups' right to enter into
the Agreement;
WHEREAS, US Airways Group, Juniper Bank and Bank of America entered into a Settlement Agreement and Mutual Release dated May 11, 2007,
whereby US Airways, Juniper Bank and BofA resolved and settled such litigation (the "Settlement");
WHEREAS, in consideration of entering into the Settlement, US Airways Group and Juniper Bank agreed to amend and modify certain terms of the
Agreement to incorporate the terms of the settlement of the Bank of America litigation; and
WHEREAS, US Airways Group and Juniper Bank now desire to amend and modify the Agreement to incorporate such terms of the Settlement.
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