US Airways 2008 Annual Report Download - page 237

CONFIDENTIAL EXECUTION COPY
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 **or Active Frequent Flyers declines more than ** below the comparable **in the
Passenger Enplanements Baseline Year or Active Frequent Flyer Baseline Year, as applicable;
then Juniper Bank may, in its sole discretion, elect to terminate this Agreement. To the extent that Juniper Bank elects not to terminate this
Agreement, nothing herein shall be construed to prevent a later election to terminate this Agreement so long as a Suspension Event is continuing
or to exercise any other right or remedy hereunder. In the event Juniper Bank terminates this Agreement pursuant to this Section 4.6 US Airways
Group will promptly (a) repurchase any unused Pre-Purchased Miles as of the date of termination; and (b) 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 **period ending **as adjusted for the average industry capacity reduction over such
period of time (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 **period ending**. The "Passenger Enplanements Baseline Year" shall be the Passenger Enplanements
for the **period ending **as adjusted for the average industry capacity reduction over such period of time. The "Active Frequent Flyer
Baseline Year" shall be the Active Frequent Flyers for the **period ending**."
e. Section 4.10 of the Agreement is deleted in its entirety and replaced with the following:
"4.10 No-Shop Provision. During the No-Shop Period (as defined below), US Airways Group shall not, and shall cause its affiliates and its or
their officers, directors, employees and agents to not, engage in any negotiations in respect to, solicit offers for, supply confidential information
for the purpose of evaluating, or enter into any agreement with respect to**. For purposes of this Agreement, the term "No-Shop Period" shall
mean the period of time commencing on**. Notwithstanding the foregoing, US Airways Group will be permitted to engage in negotiations with,
solicit offers from, supply information to, and enter into an agreement with any person desiring to**. Furthermore, nothing herein shall prevent
US Airways Group from engaging in conversations with its current issuer
** Confidential Treatment Requested. 5