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Exhibit 10.1

Mizuho Corporate Bank,
Ltd.



NEW YORK BRANCH
1251 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10020-1104




|               |  |            
|-------------- |  | -----------
|TELEPHONE      |  | TELEX      
|(212) 282-3000 |  | AT&T 420802
|               |  | LDD8 170088
|FACSIMILE      |  |            
|(212) 283-4250 |  |            

June 28,
2004

America West Airlines, Inc.









Re:
Amended and Restated Term Loan Agreement

Dear Mr. Parker:

Reference is made to (i) the Amended and Restated Term Loan
Agreement dated as of January 18, 2002, (as amended from
time to time, the Loan Agreement; capitalized terms
used herein and not otherwise defined herein are used as defined
in the Loan Agreement) among America West Airlines, Inc. (the
Company), the lenders listed therein, Mizuho
Corporate Bank, Ltd. (successor by merger to The Industrial Bank
of Japan, Limited), as Arranger, Co-Lead Book Manager, Initial
Issuing Bank and as Agent for the Lenders from time to time
party to the Loan Agreement (in such last capacity, the
Agent), Citicorp USA, Inc. as Arranger and
Syndication Agent, Salomon Smith Barney Inc., as Co-lead Book
Manager and Bankers Trust Company, as Documentation Agent and
(ii) the Borrowing Base Certificate delivered to the Agent
on June 25, 2004 and showing a Borrowing Base Deficiency of
$3,848,744.00 (the Agreed Borrowing Base
Deficiency).

The Company has requested that the Agent and the Lenders waive
the requirement under Section 2.4B(1)(a) of the Loan
Agreement that the Company pay the Agreed Borrowing Base
Deficiency by June 30, 2004 and the Agent and the Requisite
Lenders have agreed to do so for the period and on the terms and
conditions stated herein.

Subject to satisfaction of the following conditions precedent by
no later than 5:00 pm on June 30, 2004 and the terms
of this letter agreement, the Agent and the Requisite Lenders
agree to waive the Agreed Borrowing Base Deficiency payment
requirement for the period from June 30, 2004 through
Friday, July 23, 2004 (the Waiver Period):

(i) receipt by the Agent of this letter agreement duly
executed and delivered by the Company;



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(ii) receipt by the Agent of this letter agreement, duly
executed and delivered by the Requisite Lenders; and

(iii) the Company shall agree to pay Simat Helliesen &
Eichner, Inc. its fees and expenses incurred on or prior to the
date hereof in the amount set forth in the invoice submitted to
the Company by such firm.

The Company hereby represents, warrants and covenants to the
Agent and the Lenders that:

(i) but for the waiver contained in this letter agreement
an Event of Default would exist under Section 7.1 of the Loan
Agreement by virtue of the Companys failure to pay the
Agreed Borrowing Base Deficiency on or before June 30, 2004;

(ii) the Loan Agreement and the Loan Documents are in full
force and effect, and no Event of Default or Potential Event of
Default has occurred and is continuing other than the Potential
Event of Default in connection with the Companys failure
to pay the Agreed Borrowing Base Deficiency;

(iii) the Company irrevocably waives any claims against the
Agent and the Lenders and represents that no such claims exist
and that it has no defenses or offsets with respect to repayment
of the Loans;

(iv) the Loan Agreement and the Loan Documents remain in
full force and effect, and the Company ratifies and confirms the
Loan Agreement and each Loan Document; and

(v) the aggregate principal amount of all Loans outstanding
on the date hereof is $71,665,302.00 (exclusive of the PIK
Notes).

Except as expressly set forth in this letter agreement, nothing
in this letter agreement shall be or be construed as (i) a
limitation upon or a waiver or modification of, or a forbearance
from exercising any of the rights or remedies conferred on the
Agent and the Lenders under the Loan Documents or otherwise
available to them at law or in equity or otherwise limit any of
the foregoing upon expiration of the Waiver Period, (ii) a
waiver of any breach or default by the Company under any of the
Loan Documents other than the Potential Event of Default arising
from the Companys failure to pay the Agreed Borrowing Base
Deficiency on or before June 30, 2004, (iii) an acknowledgment
by the Agent and Lenders that no Potential Event of Default or
Event of Default has occurred other than the Potential Event of
Default arising from the Companys failure to pay the
Agreed Borrowing Base Deficiency on or before June 30, 2004 or
(iv) an agreement to waive, release, modify or forbear from
setting off or acting in any other manner with respect to any
secured, unsecured, fixed, contingent or other claim against the
Company.

The Agent and the Requisite Lenders agreement to waive the
Potential Event of Default provided for in this letter agreement
shall be of no further force and effect if any of the following
occur: (i) a Potential Event of Default or Event of Default
occurs other than the Potential Event of Default arising from
the Companys failure to pay the Agreed Borrowing Base
Deficiency on or before June 30, 2004; (ii) the Company breaches
its obligations under this letter agreement; or (iii) any
representation or warranty of the Company in this letter
agreement is untrue or incorrect as of the date hereof.

2



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Each party hereto agrees that, to the maximum extent permitted
by the law of the State of New York, this letter agreement, and
the rights and duties of the parties hereunder, shall be governed
by, and construed in accordance with, the laws of the State of
New York (including Section 5-1401 of the New York General
Obligations Law) in all respects, including in respect of all
matters of construction, validity and performance but without
giving effect to any provision thereof that may require
application of the laws of another jurisdiction.

This letter shall be binding upon the respective heirs,
executives, successors and assigns of the Company and shall
inure to the benefit of the Agent and the Lenders and their
successors and assigns.

3



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IN WITNESS WHEREOF, the parties hereto have caused this letter
agreement to be executed by their representative officers thereunto
duly authorized, as of the date first above written.












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IN WITNESS WHEREOF, the parties hereto have caused this letter
agreement to be executed by their representative officers
thereunto duly authorized, as of the date first above written.



| |                            
| | ---------------------------
| | COMPANY:                   
|
| | AMERICA WEST AIRLINES, INC.



| |     | 
| | --- | 
| | By: | 

| |      
| | -----
| |      
|
| | Name:



| |        | 
| | ------ | 
| | Title: | 



| |                                
| | -------------------------------
| | INITIAL ISSUING BANK AND AGENT:
|
| | MIZUHO CORPORATE BANK, LTD., as
| | Initial Issuing Bank and Agent 



| |     |                    
| | --- | -------------------
| | By: | /s/ NOEL P. PURCELL

| |                                        
| | ---------------------------------------
| |                                        
|
| | Name:        Noel P.
    Purcell       
| | Title:       
    Senior Vice President



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| |  |                                              |                                                     
| |  | -------------------------------------------- | ----------------------------------------------------
| |  | LENDERS:                                    
|
| |  | CITICORP USA, INC.                          
|
| |  | By:

Name:
Title:                            | /s/ Walter L. Larsen
Walter L. Larsen
Vice President
|
| |  | MIZUHO GLOBAL, LTD.                         
|
| |  | By:

Name:
Title:                            |                                                     
|
| |  | THE MITSUBISHI TRUST AND BANKING
CORPORATION
|
| |  | By:

Name:
Title:                            |                                                     



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| |                                     
| | ------------------------------------
| | DEUTSCHE BANK TRUST COMPANY AMERICAS
| | (p/k/a BANKERS TRUST COMPANY)       



| |     |                      
| | --- | ---------------------
| | By: | /s/ MARGUERITE SUTTON

| |                        
| | -----------------------
| | Name: Marguerite Sutton
| | Title: Vice President  
|
| | BANK ONE, ARIZONA, NA  



| |     | 
| | --- | 
| | By: | 

| |                        
| | -----------------------
| | Name:                  
| | Title:                 
|
| | UBS AG, STAMFORD BRANCH



| |     | 
| | --- | 
| | By: | 

| |       
| | ------
| | Name: 
| | Title: