AMENDMENT NO. 9 TO AMERICA WEST CO-BRANDED CARD AGREEMENT

Exhibit 10.5

Confidential Treatment Requested

CONFIDENTIAL		EXECUTION COPY

AMENDMENT NO. 9

TO

AMERICA WEST CO-BRANDED CARD AGREEMENT

THIS AMENDMENT NO. 9 TO AMERICA WEST CO-BRANDED CARD AGREEMENT (“Amendment No. 9”) is dated September 21, 2009 (“Effective Date”), 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”), as amended by that certain Amendment No. 5 to America West Co-Branded Card Agreement, dated August 28, 2008 (the “Fifth Amendment”), as amended by that certain Amendment No. 6 to America West Co-Branded Card Agreement, dated October 17, 2008 (the “Sixth Amendment”), as amended by that certain Amendment No. 7 to America West Co-Branded Card Agreement, dated February 17, 2009 (the “Seventh Amendment”) and as amended by that certain Amendment No. 8 to America West Co-Branded Card Agreement, dated September 17, 2009 (the “Eighth Amendment” and together with the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment and the Original Agreement, the “Agreement”);

WHEREAS, the overall global economic recession has impacted demand for air travel resulting in declining revenues for airlines, including US Airways Group, and adversely impacting airlines’ unrestricted cash positions; and

WHEREAS, US Airways Group and Juniper Bank agree to amend and modify certain terms of the Agreement to address such impact on US Airways Group’s unrestricted cash position.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Confidential Treatment Requested

CONFIDENTIAL		EXECUTION COPY

1. Definitions. All capitalized terms used herein, but not otherwise defined herein, shall have the meanings given to such terms in the Agreement.

2. Amendment. Section 14.3.1(i) of the Agreement is deleted in its entirety and replaced with the following:

	“(i)		US Airways Group’s Unrestricted Cash shall be equal to or greater than $1.5 billion as measured at the end of each month and ***** pre-tax income (excluding special items) measured ***** (“Income Test”); provided, however, for the months of January 2009 and February 2009, US Airways Group’s Unrestricted Cash shall be equal to or greater than $1.4 billion and $1.45 billion, respectively, *****. Provided further, for the months of August through October 2009, US Airways Group’s Unrestricted Cash shall be equal to or greater than $1.35 billion.
			For the purposes of this Section 14.3.1(i), the calculation of Unrestricted Cash will include Collateral for fuel hedge contracts *****. By way of example, if October is being measured for November’s Subsequent Purchase, US Airways Group’s Unrestricted Cash (including the fuel hedge contracts) will be measured as of October 31st *****.
			If US Airways Group’s Unrestricted Cash falls below $1.5 billion in any month (other than the months of January February, August, September and October 2009) but the Income Test is met, then Juniper Bank will be required to purchase the additional Pre-Purchased Miles for such month *****.
			By way of example, if US Airways Group’s Unrestricted Cash falls below $1.5 billion in May but the Income Test is met, then Juniper Bank will purchase the additional Pre-Purchased Miles for such month. *****.”

3. Effectiveness. This Amendment No. 9 shall be effective on the Effective Date.

4. Effect. Except as set forth in this Amendment No. 9, the Agreement shall remain in full force and effect and each of US Airways Group and Juniper Bank hereby restates and affirms all of the terms and provisions of the Agreement. If any conflict exists between the terms and provisions of the Agreement and this Amendment No. 9, the terms and provisions of this Amendment No. 9 will govern and control.

5. Entire Agreement. The Agreement, as amended by this Amendment No. 9, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto.

6. Counterparts. This Amendment No. 9 may be executed in any number of counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart signature page by facsimile shall be effective as a manually executed signature page.

Confidential Treatment Requested

CONFIDENTIAL		EXECUTION COPY

IN WITNESS WHEREOF, Juniper Bank and US Airways Group have executed and delivered this Amendment No. 9 as of the date first written above.

US AIRWAYS GROUP, INC.						BARCLAYS BANK DELAWARE
						Formerly known as
						JUNIPER BANK
By:		/s/ J. ▇▇▇▇▇ ▇▇▇▇▇				By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		J. ▇▇▇▇▇ ▇▇▇▇▇						▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title: President						Title: CEO