CONSOLIDATED FREIGHTWAYS CORP
EXHIBIT 10.38
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex1038.txt
<DESCRIPTION>EXHIBIT 10.38
<TEXT>

                                                Exhibit 10.38


         SIXTH AMENDMENT TO LETTER OF CREDIT AGREEMENTS

          THIS  SIXTH  AMENDMENT TO LETTER OF  CREDIT  AGREEMENTS
(this  "Amendment"), is made and entered into as of December  21,
2001   (the   "Effective  Date"),  by  and  between  CONSOLIDATED
FREIGHTWAYS  CORPORATION, a Delaware corporation ("Debtor"),  the
other Credit Parties signatory to the Letter of Credit Agreements
described  below  (collectively, together with  the  Debtor,  the
"Credit  Parties")  and GENERAL ELECTRIC CAPITAL  CORPORATION,  a
Delaware corporation ("GE Capital").

                       W I T N E SS E T H:

          WHEREAS,  Debtor  and GE Capital are  parties  to  that
certain  Letter of Credit Agreement, dated as of April  27,  2001
(as amended to the date hereof, the "Letter of Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall  have the meanings given such terms in the Letter of Credit
Agreement),  pursuant to which GE Capital has committed  to  make
certain letters of credit available to Debtor; and

          WHEREAS,  Debtor,  the  other  Credit  Parties  and  GE
Capital  desire  to  modify the Letter  of  Credit  Agreement  in
certain respects, all in accordance with and subject to the terms
and conditions set forth herein.

          NOW,  THEREFORE, in consideration of the premises,  the
covenants  and  agreements contained herein, and other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the Debtor, the other Credit Parties and  GE
Capital  do  hereby agree that all capitalized terms used  herein
shall  have the meanings ascribed thereto in the Letter of Credit
Agreement  (except  as  otherwise expressly  defined  or  limited
herein) and do hereby further agree as follows:

          1.   Amendment of the Letter of Credit Agreement.  Subject to the
terms   and  conditions  of  this  Amendment,  including  without
limitation the fulfillment of the conditions precedent  specified
in  Section 6 below, Annex A to the Letter of Credit Agreement is
hereby   amended   by  deleting  therefrom  the   definition   of
"Applicable  L/C  Margin" in its entirety  and  substituting  the
following amended definition of such term in lieu thereof:

          "Applicable  L/C Margin" shall mean a  per  annum  rate
          equal to 1.95%.

          2.   No Other Amendments.  Except for the amendments expressly
set  forth  and referred to in Section 1, each of the  Letter  of
Credit  Agreements shall remain unchanged and in full  force  and
effect.   Nothing  in  this Amendment is  intended  or  shall  be
construed  to  be  a  novation of any of  the  Letter  of  Credit
Agreements  or  to  affect, modify or impair  the  continuity  or
perfection   of   the  Creditor's  Liens  under  the   Collateral
Documents.


          3.   Representations and Warranties.  To induce GE Capital to
enter  into  this Amendment, Debtor and each of the other  Credit
Parties  hereby  warrant, represent and covenant  to  GE  Capital
that:  (a) this Amendment has been duly authorized, executed  and
delivered by Debtor and each Credit Party signatory thereto,  (b)
after  giving effect to this Amendment, no Termination  Event  or
Event  of Default has occurred and is continuing as of this date,
and  (c)  after  giving  effect to this  Amendment,  all  of  the
representations  and warranties made by Debtor  and  each  Credit
Party  in the Letter of Credit Agreement are true and correct  in
all  material  respects on and as of the date of  this  Amendment
(except to the extent that any such representations or warranties
expressly referred to a specific prior date).  Any breach in  any
material  respect by Debtor or any Credit Party  of  any  of  its
representations and warranties contained in this Section 3  shall
be an Event of Default under the Letter of Credit Agreement.
4.   Ratification and Acknowledgment.  Debtor and each of the
other Credit Parties hereby ratify and reaffirm each and every
term, covenant and condition set forth in the Letter of Credit
Agreement and all other documents delivered by such company in
connection therewith (including without limitation the other
Letter of Credit Documents to which Debtor or any Credit Party is
a party), effective as of the date hereof.
5.   Estoppel.  To induce GE Capital to enter into this
Amendment, Debtor and each  of the other Credit Parties hereby
acknowledge and agree that, as of the date hereof, there exists
no right of offset, defense or counterclaim in favor of Debtor or
any Credit Party as against GE Capital with respect to the
obligations of Debtor or any Credit Party to GE Capital under the
Letter of Credit Agreement or the other Letter of Credit
Agreement Documents, either with or without giving effect to this
Amendment.
6.   Conditions to Effectiveness.  This Amendment shall become
effective, as of the Effective Date, subject to the prior or
subsequent receipt by the GE Capital of this Amendment, duly
executed, completed and delivered by Debtor and each Credit
Party.  Upon the effective date of this Amendment, the amendment
set forth in Section 1 of this Amendment shall become effective
as of the effective date of this Amendment.
7.   Reimbursement of Expenses.  Debtor and each of the other
Credit Parties hereby agree that Debtor and each of the other
Credit Parties shall reimburse GE Capital on demand for all costs
and expenses (including without limitation reasonable attorney's
fees) incurred by GE Capital in connection with the negotiation,
documentation and consummation of this Amendment and the other
documents executed in connection herewith and therewith and the
transactions contemplated hereby and thereby.
8.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE.
9.   Severability of Provisions.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.  To
the extent permitted by applicable law, Debtor and each of the
other Credit Parties hereby waive any provision of law that
renders any provision hereof prohibited or unenforceable in any
respect.
10.  Counterparts.  This Amendment may be executed in any number
of several counterparts, all of which shall be deemed to
constitute but one original and shall be binding upon all
parties, their successors and permitted assigns.
11.  Entire Agreement.  The Letter of Credit Agreement as amended
by this Amendment embodies the entire agreement between the
parties hereto relating to the subject matter hereof and
supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.

          [Remainder of page intentionally blank; next page is
signature page]


          IN WITNESS WHEREOF, the parties have caused
this Sixth Amendment to Letter of Credit Agreements to be duly
executed by their respective officers thereunto duly authorized,
as of the date first above written.



                         DEBTOR:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


                         By/s/Patrick H. Blake
                         Name:Partick H. Blake
                         Title:President and Chief Executive Officer


                         CREDITOR:

                         GENERAL ELECTRIC CAPITAL CORPORATION


                         By/s/Craig Winslow
                         Name:Craig Winslow
                         Its Duly Authorized Signatory


                         SUBSIDIARY GUARANTORS:


                         CONSOLIDATED FREIGHTWAYS CORPORATION  OF
                         DELAWARE


                         By/s/Patrick H. Blake
                         Name:Partick H. Blake
                         Title:Chief Executive Officer


                         CF AIRFREIGHT CORPORATION


                         By:/s/Kerry K. Morgan
                         Name:Kerry K. Morgan
                         Title:Vice President and Treasurer


                         REDWOOD SYSTEMS, INC.


                         By:/s/Kerry K. Morgan
                         Name:Kerry K. Morgan
                         Title:Vice President and Treasurer



                         LELAND JAMES SERVICE CORPORATION


                         By:/s/Kerry K. Morgan
                         Name:Kerry K. Morgan
                         Title:Vice President and Treasurer





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