US Airways 2008 Annual Report Download - page 236

CONFIDENTIAL EXECUTION COPY
(c) In addition to the **Fee, for accounts in**, Juniper Bank shall pay **Fee as follows:
(i) From the Effective Date of this Amendment No. 6 until**:
• For each **of Net New Purchase Transactions on Cards bearing US Airways Marks in which **cardholders earn **Mile per**, a fee
of**;
• For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card bearing US Airways Marks, a fee of**.
(ii) As of the date **and thereafter:
• For each **of Net New Purchase Transactions on Cards bearing US Airways Marks in which **cardholders earn **Mile per**, a fee
of **.;
• For each Bonus or Adjustment Mile awarded by Juniper Bank on a Card bearing US Airways Marks, a fee of**.
Notwithstanding and in lieu of the foregoing, to the extent that Juniper Bank awards Bonus Miles as incentives for**, Juniper Bank shall pay
**Fee to US Airways Group equal to ** in addition to the **Fee for each such Bonus Mile awarded to such**.
In addition, US Airways Group will award Base and Bonus Miles as follows:
• US Airways Group shall award Base Miles as set forth in Exhibit A and Exhibit B attached hereto.
• 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. Bonus Miles shall be in addition to Base Miles awarded per Net New Purchase Transactions."
d. Section 4.6 of the Agreement is deleted in its entirety and replaced with the following:
"4.6 Suspension Events. If either of the following (each a "Suspension Event") occurs:
(i) US Airways Group 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
** Confidential Treatment Requested. 4