US Airways 2008 Annual Report Download - page 233

Exhibit 10.48
CONFIDENTIAL EXECUTION COPY
AMENDMENT NO. 6
TO
AMERICA WEST CO-BRANDED CARD AGREEMENT
THIS AMENDMENT NO. 6 TO AMERICA WEST CO-BRANDED CARD AGREEMENT ("Amendment No. 6") is dated October 17, 2008, 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"), as amended by that certain Amendment No. 3 to America West Co-Branded Card
Agreement, dated December 29, 2006 (the "Third Amendment"), as amended by that certain Amendment No. 4 to America West Co-Branded Card
Agreement, dated December 5, 2007, (the "Fourth Amendment") and as amended by that certain Amendment No. 5 to America West Co-Branded Card
Agreement, dated August 28, 2008 (the "Fifth Amendment" and together with the First Amendment, Second Amendment, Third Amendment, Fourth
Amendment and the Original Agreement, the "Agreement");
WHEREAS, US Airways Group is raising additional capital from its various strategic partners as part of an overall liquidity program (the "Liquidity
Program") to address current economic challenges facing the global aviation industry;
WHEREAS, Juniper Bank has agreed to pre-purchase miles from US Airways Group to assist with these efforts;
WHEREAS, Juniper Bank and US Airways Group also desire to offer enhanced benefits to certain consumer cardholders to increase cardholder spend;
WHEREAS, US Airways Group and Juniper Bank now desire to amend and modify the Agreement to incorporate such terms and obligations; and
WHEREAS, US Airways Group and Juniper Bank understand and agree that the effectiveness of this Amendment No. 6 and the fulfillment of the
respective rights and
** Confidential Treatment Requested.