US Airways 2007 Annual Report Download - page 1182

Juniper Bank during the time period between January 1, 2009 through June 30, 2009 that has an Affinity Cardholder who earned Dividend Miles
in the US Airways/Bank of America Co-Branded Program in the previous twelve (12) months, Juniper Bank shall pay a Bonus Mile Fee to US
Airways Group equal to ** for each Bonus Mile awarded to such new Account during such time period. Should the US Airways/Bank of
America Co-Branded Program terminate prior to its expiration and Juniper Bank purchases the entire Existing Portfolio, Juniper Bank shall pay a
Bonus Mile Fee to US Airways Group equal to ** for each Bonus Mile awarded to an Account for the remainder of the Term. Base Mile Fees
and Bonus Mile Fees shall be awarded as follows:
(a) US Airways Group shall award Base Miles as set forth in Exhibit A and Exhibit B attached hereto.
(b) US Airways Group will from time to time award Bonus Miles to Accounts. Bonus Miles will be awarded as agreed from time to time
by the parties for, by way of example only and not limitation, rewards to Customers when they open Accounts, rewards to Affinity
Cardholders for engaging in certain categories of transactions as the parties may agree, including, but not limited to, the use of an Account
to purchase US Airways Group tickets. The Bonus Mile Fee shall be in addition to, and not in lieu of, the Base Mile Fee that is due for a
transaction. For example:
For US Airways Group ticket purchases on the ** for which double miles are awarded for using the credit card, the first mile
awarded by US Airways will be compensated by the Base Mile Fee, and the second (bonus) mile will be compensated by the Bonus
Mile Fee."
g. Section 4.6 of the Agreement is deleted in its entirety and replaced with the following:
"4.6 Early Termination Events. If either of the following occurs then Juniper Bank may, in its sole discretion terminate this Agreement:
(i) US Airways fails to maintain a frequent flyer program that is as competitive in the marketplace as the FF Program was as of **;
provided that Juniper Bank provides written notice of such failure to maintain the competitiveness of the FF Program which will commence a
forty-five (45) day period during which US Airways may cure such deficiency; or
(ii) Passenger Enplanements as measured each month or Active Frequent Flyers in the previous ** below the comparable months in the
Passenger Enplanements Baseline Year or Active Frequent Flyer Baseline Year, as
**Confidential Treatment Requested. 3