US Airways 2008 Annual Report Download - page 238

CONFIDENTIAL EXECUTION COPY
regarding the day-to-day aspects of its current card program so long as such conversations are not used as a pretext to avoid the No-Shop Period."
f. Section 4.12 of the Agreement is deleted in its entirety and replaced with the following:
"4.12 Annual Bonus Payment. Commencing in**, Juniper Bank shall pay US Airways Group an annual bonus of **(the "Annual Bonus
Payment"). The Annual Bonus Payment shall be paid on **and on each anniversary of that date thereafter for the remaining Term of this
Agreement and any extension thereof."
g. Section 5.1 of the Agreement is amended by deleting the words "Section 12 of" in the first sentence.
h. Section 7 of the Agreement is amended by adding the following new Section 7.1.12:
"7.1.12 implementation of the **described on Exhibit F attached to this Agreement on the schedule set forth therein."
i. Section 7.4 of the Agreement is amended by adding the following sentence to the end of the first paragraph:
"Commencing **provide**."
j. Section 12.3 of the Agreement is deleted in its entirety and replaced with the following:
"12.3 In the event Juniper Bank terminates this Agreement pursuant to this Section 12, upon such termination US Airways Group shall promptly:
(i) repurchase from Juniper Bank any unused Pre-Purchased Miles that remains outstanding as of the date of termination; and (ii) repay an
amount equal to**."
k. Section 14 of the Agreement is deleted in its entirety and replaced with the following:
"14. PRE-PURCHASE OF MILES
14.1 Pre-Purchase of Miles. Juniper Bank will pre-purchase Miles in an amount totaling two hundred million dollars ($200,000,000.00) (together
with pre-purchased miles otherwise acquired hereunder, the "Pre-Purchased Miles") and wire such funds to an escrow account held by Citi upon
notice (the "Pre-Purchase Date"). The funds will be released upon the satisfaction of the following conditions ("Closing Conditions"):
(i) receipt of requisite lenders consent under the Citi Loan; (ii) completion of the issuance of additional equity by US Airways Group in the
amount of one hundred seventy-nine million dollars ($179,000,000), which was completed in August 2008; (iii) completion of the refinancing of
a portion of the Citi Loan provided by General Electric and others resulting in, among other things, a prepayment of the Citi Loan in a minimum
amount of four hundred million dollars ($400,000,000) and the lowering of the
** Confidential Treatment Requested. 6