Loss of Introductory APR: We may end your Introductory APR and apply the Penalty APR if you make a late payment.

Terms and Conditions Continued:

Terms and Conditions Authorization: I understand that the use of any credit card account opened or any card issued in connection with this offer will constitute my acceptance of and will be subject to the terms and conditions of these Terms and Conditions and the Cardmember Agreement that will be sent to me. I agree to be responsible for all charges incurred according to the Cardmember Agreement. I understand that after my account is opened, the terms of my account are subject to change as provided in the Cardmember Agreement. I agree that if I am not approved for a World account that I may be approved for a Platinum account. 

About Your Application and This Offer:  Depending on our review of your application and your credit history or if the income you report is insufficient based on your current obligations, we may be unable to open an account for you, or you may receive a World or Platinum card. Platinum benefits differ from World benefits.  You also understand that if your application is approved for an account, the APR and the type of account that you receive will be determined based on your creditworthiness. Please review the materials provided with your Cardmember Agreement for more details. Omission of any information requested on this application may result in a denial of credit.  This offer is available only to applicants who are permanent residents of the United States, with the exception of Iowa and Puerto Rico.This offer may not be available to you if you already have or have had a Credit Card account with us.

About Us and This Credit Card Program: This credit card program is issued and administered by Barclays Bank Delaware, located in Wilmington, Delaware. Any credit card account opened in response to this application shall be governed by the laws of the State of Delaware. MasterCard is a registered trademark of MasterCard International Incorporated, and is used by us pursuant to a license. Visa is a registered trademark of VISA USA, Inc. and is used by us pursuant to a license.

Changes to Account and Benefits Terms: We reserve the right to change the APR and other account terms in accordance with the Cardmember Agreement, Delaware law and the Federal Truth in Lending Act. We also reserve the right to change the benefits and features associated with the card or the account.

About Your Credit Report and Your Credit Performance: You agree that Barclays has the right to obtain a current credit report in connection with our review of your application and, subsequently, in connection with a requested charge to any account with us, the renewal of your account, or a change in your credit line; and that we have the right to report to others our credit experience with you. Upon your request, we will tell you the name and address of each consumer reporting agency from which we obtained a consumer report about you. After your account is opened, we will periodically review your credit performance. If you do not maintain your credit performance, we may change your account terms.

How the Variable APRs on Your Account will be Determined: The APRs on your account will be determined each billing cycle by adding a margin to the Prime Rate (which will be the highest rate published in the Money Rates column of The Wall Street Journal on the last business day of each month). See your Cardmember Agreement for more detail. The APRs noted above are current as of 06/24/2010 using a Prime Rate of 3.25%.

Important Information About Procedures for Opening a New Account: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means to you: When you apply for an account, we will ask for your name, street address, date of birth, social security number, and other information that will allow us to identify you. We may also ask to see copies of identifying documents.

Notice to Married Wisconsin Residents: No provision of any marital property agreement, unilateral statement under Section 766.59 of the Wisconsin statutes, or court order under Section 766.70 adversely affects the interest of the creditor, Barclays Bank Delaware, unless the Bank, prior to the time the credit is granted or an open-end credit plan is entered into, is furnished a copy of the Agreement, Statement or Decree, or has actual knowledge of the adverse provision. IF I AM A MARRIED WISCONSIN RESIDENT, CREDIT EXTENDED UNDER THIS ACCOUNT WILL BE INCURRED IN THE INTEREST OF MY MARRIAGE OR FAMILY.

Balance Transfers. Here's How it Works:
To request a balance transfer please enter the 15 or 16 digit account number from the MasterCard, Visa, American Express, or Discover Card account that you want us to process a balance transfer to. Upon approval of your application we will provide you with your Cardmember Agreement and to the extent permitted by your credit line we will process the requested balance transfer payment to the credit card account(s) which you have requested. If the total amount you request exceeds the assigned credit line on this account, we may either decline the request or send a partial payment to your creditor(s) in the order you provided them to us. The amount of available credit on this account will be reduced by the amount of the balance transfer and the related balance transfer fees. We reserve the right to decline to process any requested balance transfer. We will not process a request to transfer a balance from any other account you may have with us. Balance transfers incur interest from the transaction date and they do not have the same charge back rights as transactions conducted with a credit card.

A balance transfer may take up to 4 weeks to post to your other credit card accounts. Continue to pay each creditor until the balance transfer appears on the other account as a credit. If you would like to complete a balance transfer from another account that is not a Visa, MasterCard, American Express, or Discover card, please call the phone number on the back of your new credit card once you are approved.

The information contained in these disclosures is accurate as of 06/24/2010 and may change after this date.

Information Sharing:

Barclays' Privacy Policy is available online at www.BarclaycardUS.com. I agree that Barclays Bank Delaware and Spirit Airlines may share information about me and my account to the extent needed to administer the Spirit Airlines MasterCard in conjunction with the FREE SPIRIT program.

Spirit Airlines Frequent Flyer Reward Program:

a) When you applied for the FREE SPIRIT Credit Card Account issued by Barclays Bank Delaware, 'Barclays', you were asked whether the Primary Cardmember was a member of the Spirit Airlines Frequent Flyer Reward Program, FREE SPIRIT (the "Program"). If you answered yes and gave us the Primary Cardmember's membership number, then we will not issue a different membership number to you. If you answered no or did not give us the membership number, then we will issue the Primary Cardmember a membership number and ask Spirit Airlines to enroll the Primary Cardmember in the Program. Only one Program membership will be established regardless of whether your Account is an individual account or an account with an authorized user. If the Account has an authorized user, then we will enroll the Primary Cardmember. The Primary Cardmember can be eligible to receive and redeem "mileage credit" subject to the terms and conditions of the Spirit Airlines FREE SPIRIT Rules & Procedures, as established, modified, supplemented and/or amended by Spirit Airlines from time to time (the "Program Rules").

b) On the closing date of each billing cycle that your Account remains open and current, we will report to Spirit Airlines the Net Purchases charged to your Account during a billing cycle and request that Spirit Airlines award mileage credit as set forth in paragraph (d). If your Account is not open and/or current on the date a billing cycle closes, then we will report no Net Purchases to Spirit Airlines for that billing cycle. We will ask that mileage credit be awarded to the Primary Cardmember, regardless of who made the "Purchase." "Net Purchases" for a billing cycle are determined by totaling all new Purchases added to the Account during the billing cycle, and then subtracting credits posted to the Account during the period for returned Purchases and/or adjustments. For purposes of reporting Net Purchases, for each transaction, we may round up or down to whole dollar amounts. If credits for returned Purchases exceed new Purchases during a billing cycle, we will report negative Net Purchases and ask Spirit Airlines to reduce the Primary Cardmember's accrued mileage credit accordingly. Mileage accumulation is subject to certain limitations, exclusions and restrictions. There is no limit to the number of Frequent Flyer Miles which may be earned. Net Purchases do not include fees, charges, credit insurance premiums, or transactions posting as Cash Advances or non-qualifying Balance Transfers, whether received from financial institutions, automated teller machines, by use of Barclays checks, or by any other means. We reserve the right to exclude from Net Purchases unauthorized Purchases, Purchases which are added to your Account after you are past due or over your credit line. We may ask Spirit Airlines to withdraw mileage credit previously awarded if your Account is more than sixty (60) days past due, or if the mileage credit was awarded on Purchases not authorized by you. We are not responsible to award mileage credit under the Program, to arrange or provide for any services related to travel or the use of mileage credit, for any delay, failure, or refusal by Spirit Airlines to award or redeem mileage credit, or for any decision by Spirit Airlines to revoke or cancel mileage or membership in the Program.

c) We will show on your monthly Account statement the Primary Cardmember's accrued mileage credits as reflected in our records. You understand that there will be a delay between the date you make a Purchase, the date we report Net Purchases to Spirit Airlines, and the date that Spirit Airlines acts upon the information, and that, for this and other reasons, our records and the records of Spirit Airlines regarding the Primary Cardmember's accrued mileage may differ. You understand and agree that mileage credit is not received by the Primary Cardmember until awarded by Spirit Airlines, and that, in the event of any discrepancy between our records and Spirit Airlines' records of the Primary Cardmember's accrued mileage credits, then the records of Spirit Airlines will stand.

d)  Miles Accrual

FREE SPIRIT ONYX World MasterCard cardmembers will earn three (3) miles for every one dollar ($1.00) of net purchases of Spirit Airline tickets with the Account rounded to the nearest dollar; two (2) miles for every one dollar ($1.00) of net purchases on everyday purchases made at select merchants with the Account rounded to the nearest dollar; and one (1) mile for every one dollar ($1.00) of Net Purchases made anywhere else with the Account rounded to the nearest dollar.

FREE SPIRIT Platinum MasterCard cardmembers will earn one (1) mile for every one dollar ($1.00) of net purchases of Spirit Airline tickets with the Account rounded to the nearest dollar and one (1) mile for every two dollars ($2.00) of net purchases made anywhere else with the Account rounded to the nearest dollar.

Welcome Bonus:

FREE SPIRIT ONYX World MasterCard:  15,000 bonus miles will be awarded upon the first use of your Account for a purchase or balance transfer during the first sixty (60) days the account is opened.  Bonus miles will be posted at the close of your first billing statement after an initial qualifying purchase or balance transfer is made.

FREE SPIRIT Platinum MasterCard:  5,000 bonus miles will be awarded upon the first use of your Account for a purchase or balance transfer during the first sixty (60) days the account is opened.  Bonus miles will be posted at the close of your first billing statement after an initial qualifying purchase or balance transfer is made.

Balance Transfer Bonus Miles:

The following benefits are for FREE SPIRIT ONYX World MasterCard Cardmembers only:

Cardmembers will earn one (1) mile for every one dollar ($1.00) in balances transferred to your account during the first 60 days the account is open up to a maximum of 10,000 miles. Convenience Checks do not qualify for miles.  Bonus miles will be awarded at the close of the Cardmember's billing statement after the qualifying balance transfer(s) have posted.

From time to time, we may offer bonuses or awards of mileage credit or other premiums (for example, First Use Miles, First Use Certificates, and Promotional Companion Tickets) to new FREE SPIRIT MasterCard Cardmembers. Unless otherwise stated in the offer, these bonuses and/or awards are intended for persons who are not, and have not previously been, FREE SPIRIT MasterCard Cardmembers. You understand and agree that, unless we otherwise state, you are no longer eligible to receive these bonuses and/or awards for any new FREE SPIRIT MasterCard account you open after this Account is opened. If you receive a bonus or award for which you are not eligible, we may direct Spirit Airlines to revoke the bonus or award, or reduce your mileage credit by the amount of the award, or charge your account for the fair value of the bonus or award, at our option.

e) Spirit Airlines is not a party to the Credit Card Cardmember Agreement between you and us, does not participate in any extension of credit and has no authority regarding the Account. Barclays is the sole creditor and owner of the Account. You authorize us to share information about your account with Spirit Airlines to the extent needed to administer the Spirit Airlines Frequent Flyer Reward Program, FREE SPIRIT. You also agree that we may share Account information as set forth in Barclays' Privacy Policy.

If you do not qualify for a World MasterCard you may receive a Platinum MasterCard.

f) A current list of merchants participating in the Spirit Airlines program can be found at www.spiritair.com/onyx/everydaypurchases.  Spirit Airlines reserves the right to change the status of participating merchants without notice at any time.

©2010 Barclays Bank Delaware