CONSOLIDATED FREIGHTWAYS CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit1002.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                                       Exhibit 10.02


               NINTH AMENDMENT TO CREDIT AGREEMENT

          THIS   NINTH   AMENDMENT  TO  CREDIT  AGREEMENT   (this
"Amendment"), is made and entered into as of April 15, 2002  (the
"Effective   Date"),   by  and  among  CONSOLIDATED   FREIGHTWAYS
CORPORATION,  a  Delaware  corporation  ("Borrower"),  the  other
Credit Parties signatory to the Credit Agreement described  below
(collectively, together with the Borrower, the "Credit  Parties")
and  GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("Lender").

                      W I T N E S S E T H:

          WHEREAS, Borrower, the other Credit Parties and  Lender
are parties to that certain Credit Agreement, dated as of October
24,  2001 (as amended to the date hereof, the "Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall   have  the  meanings  given  such  terms  in  the   Credit
Agreement),  pursuant  to  which Lender  has  committed  to  make
certain loans to Borrower upon the terms and conditions set forth
therein; and

          WHEREAS, Borrower, the other Credit Parties and  Lender
desire  to  modify  the Credit Agreement in certain  respects  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,  Borrower, the  other  Credit  Parties  and
Lender do hereby agree as follows:

          1.   Waivers.  Subject to the terms and conditions of this
Amendment,  including without limitation the fulfillment  of  the
conditions to effectiveness specified in Section 8 below,  Lender
hereby  waives any Default or Event of Default that has  occurred
as  a  result  of  (i) the violation by the Borrower  of  Section
6.8(i) of the Credit Agreement (as in effect immediately prior to
the date of this Amendment) due to the payment by CF Delaware  to
CFCD  2002  LLC  of  monthly rent in the amount of  approximately
$331,000 on or about February 19, 2002, approximately $240,000 on
or  about  March 1, 2002 and approximately $240,000 on  or  about
April  1,  2002, in each case, to the extent that  such  payments
were  in excess of the amount of rent permitted to be paid  under
Section  6.8(i) (as in effect immediately prior to  the  date  of
this  Amendment) and (ii) the failure by the Borrower to  deliver
in  a  timely manner its annual audited financial statements  for
fiscal year 2001 (the "Financial Statements") and related reports
and  certificates as required pursuant to paragraph (a) of  Annex
C,  provided, however, that if the Financial Statements  and  all
related reports and certificates as required by paragraph (a)  of
Annex  C  are not delivered by Borrower to Lender on or prior  to
April  19, 2002, the waiver of the default as provided for  above
in  this clause (ii) will automatically terminate and be null and
void  without notice to, or any other action by, Borrower, Lender
or any other Person.

          2.   Amendments to the Credit Agreement.  Subject to the terms
and  conditions  of this Amendment, including without  limitation
the  fulfillment of the conditions precedent specified in Section
8 below, the Credit Agreement is hereby amended as follows:

          A.    Section  6.8  to the Credit Agreement  is  hereby
amended  by deleting clause (i) thereof and substituting in  lieu
thereof a new clause (i) to read in its entirety as follows:

               (i)   the  transfer of the Conveyed Properties  or
          any  other  real  property  (provided  that  such  real
          property does not constitute any of the Collateral, the
          "Collateral"  or the "Receivables" (as such  terms  are
          defined  in  the  Letter of Credit Agreement)),  by  CF
          Delaware to CFCD 2002 LLC, a Delaware limited liability
          company  ("CFCD 2002 LLC"), and the lease-back of  such
          Conveyed  Properties or other real  property  (provided
          that such real property does not constitute any of  the
          Collateral,  the "Collateral" or the "Receivables"  (as
          such   terms  are  defined  in  the  Letter  of  Credit
          Agreement)) by CFCD 2002 LLC to CF Delaware (the "Lease-
          back  Transactions") provided that  (a)  the  aggregate
          monthly  rent paid or payable by CF Delaware from  time
          to time in connection with such Lease-back Transactions
          does  not at any time exceed the Maximum Monthly Rental
          Amount,  (b)  all such rent shall be used  by  the  SPE
          Subsidiaries  to pay such principal and  interest  when
          due,  to make required tax and insurance payments (into
          escrow   or   otherwise)  and  to  make   the   capital
          contributions  to  CF  Delaware  required  pursuant  to
          Section  3 of the Ninth Amendment, and (c) the proceeds
          received  by  CF  Delaware  from  CFCD  2002   LLC   in
          connection  with such transfer made (i)  on  the  Sixth
          Amendment Effective Date, shall be used by CF  Delaware
          to  create  additional Net Availability  under  and  as
          defined  in  the Letter of Credit Agreement,  and  (ii)
          after the Sixth Amendment Effective Date, to be used by
          CF  Delaware for working capital and general  corporate
          purposes.

               B.    Annex  A to the Credit Agreement  is  hereby
          amended  by adding in alphabetical order the  following
          definitions:

               "CFCD 2002 LLC Debt Service Amount" means, for any
          monthly  period  commencing on and  after  February  1,
          2002,  an  amount equal to the sum of (i) the aggregate
          fixed  monthly payment of principal and interest  under
          all of the Bayview Indebtedness to the extent expressly
          permitted  under Section 6.3(o), plus  (ii)  an  amount
          equal  to  one-twelfth (1/12) of the amount  of  annual
          costs for taxes and insurance payments estimated to  be
          due as required under the CFCD 2002 LLC Leases or under
          the  mortgages, in each case, as in effect on the  date
          hereof securing the Bayview Indebtedness.

               "CFCD  2002  LLC Leases" means, collectively,  the
          leases  between CF Delaware and CFCD 2002  LLC  entered
          into in connection with the Lease-back Transactions, as
          in effect on the date of this Amendment.

               "Excess  Amount"  means, for  any  monthly  period
          commencing on and after February 1, 2002, the lesser of
          (a) $540,000, subject to adjustments applicable to such
          monthly  period based on changes in the consumer  price
          index  as  applied to the gross monthly rent under  the
          CFCD 2002 LLC Leases to the extent such adjustments are
          required  under the terms of the CFCD 2002  LLC  Leases
          (but  in  any event to be limited to an amount  not  to
          exceed  $750,000  after  giving  effect  to  any   such
          adjustments) and (b) an amount equal to (i)  the  Fixed
          Rent  Amount  for such period, subject  to  adjustments
          applicable  to such monthly period based on changes  in
          the consumer price index to the extent such adjustments
          are  required  under the terms of  the  CFCD  2002  LLC
          Leases, less (ii) an amount equal to the CFCD 2002  LLC
          Debt Service Amount, for such period.

               "Fixed  Rent Amount" means, for any monthly period
          commencing  on and after February 1, 2002, the  amounts
          set forth on Schedule 1 attached to the Ninth Amendment
          for  such  period,  representing the aggregate  monthly
          rent  payable by CF Delaware, as lessee, under the CFCD
          2002   LLC   Leases  for  such  period   (without   any
          adjustments  based  on changes in  the  consumer  price
          index or otherwise).

               "Maximum  Monthly Rental Amount"  means,  for  any
          monthly  period  commencing on and  after  February  1,
          2002,  an amount equal to the sum of (a) CFCD 2002  LLC
          Debt  Service  Amount  for such period,  plus  (b)  the
          Excess Amount for such period.

               "Ninth   Amendment"  means  that   certain   Ninth
          Amendment  to  Credit Agreement dated as of  April  15,
          2002 by and among the Credit Parties and Lender.

          3.   Covenants.  By no later than the earlier of (i) the last
Business Day of each calendar month on and after the date of this
Amendment  and (ii) the Distribution Date,  Borrower shall  cause
CFCD 2002 LLC to distribute to CF Delaware as a cash dividend  an
amount  equal  to  the  Excess Amount as defined  above  in  this
Amendment.  The Excess Amount required to be distributed by  CFCD
2002 LLC to CF Delaware on each Distribution Date pursuant to the
immediately preceding sentence shall be sent by wire transfer  in
immediately available funds to the Blocked Account (as such  term
is  defined  in the Letter of Credit Agreement).   On  a  monthly
basis  on  or  prior  to each Distribution  Date,  Borrower  will
execute  and deliver to Lender an officer's certificate, in  form
and  substance  reasonably satisfactory to  Lender,  showing  the
computations  of  the  Excess Amount  for  the  relevant  monthly
period.   Borrower further agrees to promptly (and in  any  event
within  two Business Days) after request provide Lender with  any
information or detail as to the calculation of the Excess  Amount
or any component thereof that Lender may reasonably request.  The
failure  by  any Credit Party to perform timely, keep or  observe
any of foregoing covenants shall constitute an immediate Event of
Default.  As used herein, the term "Distribution Date" means, for
each  calendar  month occurring on and after  the  date  of  this
Amendment,  the  date  in  each such month  which  is  the  fifth
Business Day following the scheduled date of all monthly payments
of  principal and interest in respect of the Bayview Indebtedness
required to be made by CFCD 2002 LLC.

4.   No Other Amendments.  Except for the waivers expressly set
forth and referred to in Section 1, the amendments expressly set
forth and referred to in Section 2, and the covenants set forth
in Section 3, the Credit Agreement 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 Credit
Agreement or to affect, modify or impair the continuity or
perfection of the Lenders Liens under the Collateral Documents.
          5.   Representations and Warranties.  To induce Lender to enter
into  this  Amendment,  Borrower and each  of  the  other  Credit
Parties  hereby warrant, represent and covenant to  Lender  that:
(a)  this  Amendment  has  been  duly  authorized,  executed  and
delivered  by  Borrower  and each other  Credit  Party  signatory
thereto, (b) after giving effect to this Amendment, no Default 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 Borrower  and  each  other
Credit Party in the 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 Borrower or any other Credit Party of any  of
its  representations and warranties contained in this  Section  5
shall be an Event of Default under the Credit Agreement.

6.   Ratification and Acknowledgment.  Borrower and each of the
other Credit Parties hereby ratify and reaffirm each and every
term, covenant and condition set forth in the Credit Agreement
and all other documents delivered by such company in connection
therewith (including without limitation the other Loan Documents
to which Borrower or any other Credit Party is a party),
effective as of the date hereof.
7.   Estoppel.  To induce Lender to enter into this Amendment,
Borrower 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 Borrower or any
Credit Party as against Lender with respect to the obligations of
Borrower or any Credit Party to Lender under the Credit Agreement
or the other Loan Documents, either with or without giving effect
to this Amendment.
8.   Conditions to Effectiveness.  This Amendment shall become
effective, as of the Effective Date, upon receipt by the Lender
of this Amendment, duly executed, completed and delivered by
Borrower and each other Credit Party, in form and substance
satisfactory to Lender.  Upon the effective date of this
Amendment, the waivers set forth in Section 1, the amendments set
forth in Section 2, and the covenants set forth in Section 3,
shall become effective as of the effective date of this
Amendment.
          9.   Reimbursement of Expenses.  Borrower and each of the other
Credit  Parties hereby agree that Borrower and each of the  other
Credit Parties shall reimburse Lender on demand for all costs and
expenses  (including  without  limitation  reasonable  attorney's
fees)  incurred  by  Lender 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.

10.  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.
11.  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, Borrower and each of the
other Credit Parties hereby waive any provision of law that
renders any provision hereof prohibited or unenforceable in any
respect.
12.  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.
13.  Entire Agreement.  The 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 Ninth
Amendment  to  Credit  Agreement to be  duly  executed  by  their
respective  officers thereunto duly authorized, as  of  the  date
first above written.

                         BORROWER:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


                         By Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer



                         LENDER:

                         GENERAL ELECTRIC CAPITAL CORPORATION


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


                         CREDIT PARTIES:

                         CONSOLIDATED FREIGHTWAYS CORPORATION OF
                         DELAWARE


                         By Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer




                         CF AIRFREIGHT CORPORATION


                         By Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer


                         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


                         CF MOVESU.COM INCORPORATED


                         By:/s/Kerry K. Morgan
                         Name: Kerry K. Morgan
                         Title:  Vice President and Treasurer
                         Schedule 1 --Fixed Rent Amount


        Address               City        Sta    Fixed Rent
                                          te       Amount
1.  21300 Wilmington     Long Beach       CA      $35,400
Ave.
2.  499 Valley Drive     Brisbane         CA      $33,600
3.  2045 East Washington Los Angeles      CA      $44,400
Blvd.
4.  9450 Dowdy Drive     Miramar          CA      $12,800
5.  2200 North Batavia   Orange           CA      $32,450
6.  13645 Live Oak Lane  Pasadena         CA      $13,600
7.  12100 Motague Street San Fernando     CA      $15,500
                         Valley
8.  3355 N.W. 41st       Miami            FL      $25,500
Street
9.  828 West Taft        Orlando          FL      $61,425
Vineland Rd.
10.  6801 N.E. 82nd      Gresham          OR      $18,800
Avenue
11.  2325 South 3200     Salt Lake City   UT      $47,200
West
12.  1200 Wright Avenue  Richmond         CA      $18,700
13.  401 & 517 West      Milwaukee        WI      $35,000
Layton Ave.
14.  300 North Clark     El Paso          TX      $24,800
Drive

        Address               City        Sta    Fixed Rent
                                           te      Amount
1.  4207 Gardner Lane    Kansas City      MO      $50,400
2.  877 Niagra St.       Buffalo          NY      $16,200
3.  1600 S. Warfield St. Philadelphia     PA      $56,400
4.  3955 E. Shelby Dr.   Memphis          TN      $63,525
5.  192 Sweet Hollow Rd. Old Bethpage     NY      $32,400
6.  11 West St.          Brooklyn         NY      $88,800
7.  5025 & 5001 Sunset   Charlotte        NC      $34,500
Rd.
8.  7611 South Airport   Stockton         CA      $11,550
Way
9.  390 Commercial St.   San Jose         CA      $23,800
10.  6050 E. Marginal    Seattle          WA      $59,000
Way
11.  6305 E. 58th St.    Commerce City    CO      $27,225
12.  4111 NE Loop 410    San Antonio      TX       $9,430
13.  835 Gold Street     Manchester       NH       $8,514
14.  1601 Villa Street   Elgin            IL      $16,200
15.  1525 Sams Avenue    Harahan          LA      $15,400
16.  4847 Blaffer St.    Houston          TX      $47,000
17.  130 Woodmont Road   Milford          CT      $10,800
18.  1650 Kleppe Lane    Sparks           NV      $17,850
19.  295 Salem St.       Woburn           MA      $18,300
20.  460 Transport Ct.   Lexington        KY      $13,490
21.  25 Demarest Drive   Wayne            NJ      $25,850
22.  4601 Carey Street   Fort Worth       TX      $31,500
23.  4723 West Hacienda  Las Vegas        NV      $15,375
Ave.
24.  9680 Eagle Ave.     Dearborn         MI      $10,260
25.  606 North Fiske     Spokane          WA      $13,750
Ave.






</TEXT>
</DOCUMENT>
