US Airways 2007 Annual Report Download - page 1183

applicable, and the number of active Affinity Cardholders or the Affinity Card Spend ** from the comparable months in the Affinity Cardholder
or Affinity Spend Baseline Years.
In the event Juniper Bank terminates this Agreement pursuant to this Section 4.6, US Airways will promptly repay an amount equal to ** For
purposes of this Agreement, (i) "Passenger Enplanements" means the aggregate of ticketed passengers flown on America West and US Airways
branded aircraft as reported by US Airways for the twelve month period ending September 30 (for avoidance of doubt, as of the date of this
Agreement, Passenger Enplanements includes passengers flown on Mesa Airlines or any other carrier operated as America West Express or US
Airways Express but does not include passengers flown on Hawaiian Airlines, except, for example, a passenger flown on an Albuquerque-
Phoenix-Honolulu flight, the Albuquerque-Phoenix segment of such flight would be included as a Passenger Enplanement), and (ii) "Active
Frequent Flyer" means a US Airways FF Participant who has accrued miles from flights on America West or US Airways in the twelve month
period ending September 30. The "Passenger Enplanements Baseline Year" shall be the combined pre-merger US Airways and America West
Passenger Enplanements for the twelve month period ending September 30, 2005. The "Active Frequent Flyer Baseline Year" shall be the
combined pre-merger US Airways Group and America West Active Frequent Flyers for the twelve month period ending September 30, 2005, less
the number of FF Participant accounts eliminated as a result of the pre-merger membership in both the US Airways and America West frequent
flyer programs. The "Affinity Cardholder Baseline Year" shall be the combined pre-merger US Airways and America West Active Cardholders
for the twelve month period ending September 30, 2005 and the "Affinity Spend Baseline Year" shall be the combined pre-merger US Airways
and America West spend on Affinity Cards for the twelve month period ending September 30, 2005."
h. Section 4.11 of the Agreement is deleted in its entirety and replaced with the following:
"4.11 Merger Bonus Payment. Juniper Bank paid US Airways Group a one-time payment of one hundred thirty million dollars ($130,000,000.00)
("Merger Bonus Payment") on October 3, 2005 as part consideration for entering into the Agreement.
i. Section 4.12 of the Agreement is amended by adding the following at the end of the Section:
"The foregoing notwithstanding, the Annual Bonus Payment due on February 1, 2008 shall be equal to ** and the Annual Bonus Payment Date in
2009 shall be ** Notwithstanding the foregoing, in the event Juniper Bank agrees to purchase ** of the Existing Portfolio prior to the Annual
Bonus Payment Date, the amount of the Annual Bonus Payment to be paid shall be **.
**Confidential Treatment Requested. 4