Exhibit 10.02



               SIXTH AMENDMENT TO CREDIT AGREEMENT

          THIS   SIXTH   AMENDMENT  TO  CREDIT  AGREEMENT   (this
"Amendment"),  is made and entered into as of February  19,  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 that all capitalized terms  used  herein
shall  have the meanings ascribed thereto in the Credit Agreement
(except as otherwise expressly defined or limited herein) and  do
hereby further agree as follows:

          1.    Waiver.   Subject to the terms and conditions  of
this  Amendment, including without limitation the fulfillment  of
the conditions to effectiveness specified in Section 8 below, the
Lender  hereby  waives any Default or Event  of  Default  arising
under Sections 6.1, 6.2, 6.4, 6.5 and 6.8 of the Credit Agreement
solely  as a result of (a) the formation of CFL Holding  Ltd,  an
Alberta  corporation ("CFLH") as a new Subsidiary of CF  Delaware
and  the  issuance of stock by CFLH to CF Delaware in  connection
therewith,  and (b) CF Delaware's exchange of shares of  Canadian
Freightways, Ltd. with CFLH for shares of CFLH prior to the  date
hereof,  without Lender's prior written consent.   Lender  hereby
further waives any Default or Event of Default (i) arising  under
Sections  4.1  and paragraph (f) of Annex C as a  result  of  the
failure  by Borrower to give Lender timely notice of any  of  the
foregoing   Events  of  Default  described  in  the   immediately
preceding  sentence and (ii) solely for the period commencing  on
December  31, 2001 and ending on the Effective Date, any  Default
or  Event  of  Default resulting from the failure of Borrower  to
meet  the Minimum EBITDA financial covenant in paragraph  (c)  of
Annex  D solely for the Fiscal Quarter ending December 31,  2001,
as  such financial covenant is in effect immediately prior to the
date of this Amendment.

          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 1.2(b)(ii) to the Credit Agreement is
          hereby  amended  by  deleting such  subsection  in  its
          entirety and substituting in lieu thereof the following
          amended  Section 1.2(b)(ii) to read in its entirety  as
          follows:


                    (ii)   Immediately upon receipt by any Credit
               Party or any Foreign or Domestic Subsidiary of any
               Credit  Party  of: (i) the proceeds of  any  Asset
               Disposition   by  such  Credit   Party   or   such
               Subsidiary (excluding (x) proceeds received by  CF
               Delaware  from  any sales of accounts  receivables
               and  related  rights made prior  to  an  Incipient
               Termination  Event or a Termination  Event  by  CF
               Delaware to the Receivables Subsidiary pursuant to
               the  Receivables  Sale and Contribution  Agreement
               and  (y) proceeds received by one or more  of  the
               SPE   Subsidiaries   in  connection   with   their
               formation and proceeds received by CF Delaware  in
               connection  with  the  transfer  of  the  Conveyed
               Properties  by CF Delaware to one or more  of  the
               SPE  Subsidiaries), other than  (1)  the  proceeds
               from  Real  Property Asset Dispositions  occurring
               after the Sixth Amendment Effective Date, provided
               that the aggregate amount of net proceeds from all
               such Real Property Asset Dispositions does not  at
               any  time  exceed $5,000,000, and (2) the proceeds
               from    any   other   Asset   Dispositions    that
               individually  are not in excess  of  $100,000;  or
               (iii)  the  proceeds of any sale of Stock  of  any
               Credit Party or any Foreign or Domestic Subsidiary
               of  any Credit Party (excluding any sale of  Stock
               from  the SPE Subsidiaries to any Credit Party  in
               connection   with  the  formation   of   the   SPE
               Subsidiaries), Borrower shall prepay the Loans  in
               an  amount equal to all such proceeds, net of  (A)
               commissions  and  other reasonable  and  customary
               transaction  costs,  fees  and  expenses  properly
               attributable  to such transaction and  payable  by
               Borrower  in connection therewith (in  each  case,
               paid  to non-Affiliates), (B) transfer taxes,  (C)
               amounts payable to holders of senior Liens (to the
               extent    such    Liens    constitute    Permitted
               Encumbrances  hereunder),  if  any,  and  (D)   an
               appropriate reserve for income taxes in accordance
               with  GAAP  in  connection  therewith.   Any  such
               prepayment  shall  be applied in  accordance  with
               Section 1.2(c) below.


               (B)   Section 1.2(b)(iii) to the Credit  Agreement
          is  hereby amended by deleting such subsection  in  its
          entirety and substituting in lieu thereof the following
          amended Section 1.2(b)(iii) to read in its entirety  as
          follows:


                    (iii)  If any Credit Party or any Foreign  or
               Domestic Subsidiary of any Credit Party (1) issues
               any  Stock or debt securities (other than Excluded
               Debt  Securities), or (2) incurs any  Funded  Debt
               (other  than Excluded Funded Debt), no later  than
               the Business Day following the date of receipt  of
               the  proceeds thereof, Borrower shall  prepay  the
               Loans in an amount equal to (x) in the case of any
               issuance  of Stock, one hundred percent (100%)  of
               all  such  proceeds, net of underwriting discounts
               and commissions and other reasonable costs paid to
               non-Affiliates in connection therewith, and (y) in
               the case of any issuance of debt securities or the
               incurrence of any Funded Debt, fifty percent (50%)
               of   all   such   proceeds,  net  of  underwriting
               discounts  and  commissions (in the  case  of  the
               issuance   of  any  debt  securities)  and   other
               reasonable   costs   paid  to  non-Affiliates   in
               connection therewith, provided, however,  that  no
               such   prepayment  of  Loans  shall  be   required
               pursuant to clause (y) of this Section 1.2(b)(iii)
               if  at  the time of receipt of such proceeds,  the
               Revolving  Loan  Commitment has  been  permanently
               reduced   to   $25,000,000  or  less.   Any   such
               prepayment  shall  be applied in  accordance  with
               Section 1.2(c) below.


               (C)   Section  1.4(a) to the Credit  Agreement  is
          hereby  amended  by  deleting such  subsection  in  its
          entirety and substituting in lieu thereof the following
          amended  Section  1.4(a) to read  in  its  entirety  as
          follows:


                    (a)  Borrower shall pay interest to Lender in
               arrears  on each applicable Interest Payment  Date
               at  a  rate  per  annum for each  day  during  the
               calculation   period  related  to  such   Interest
               Payment Date equal to the greater of (i) the Index
               Rate   as  then  in  effect  plus  the  Applicable
               Revolver  Index Margin as then in effect and  (ii)
               ten  percent (10%), computed in either case on the
               aggregate  principal amount of  Loans  outstanding
               from time to time.

               (D)   Section  5.10  to  the Credit  Agreement  is
          hereby   amended   by   deleting   said   Section   and
          substituting in lieu thereof the following new  Section
          5.10 to read in its entirety as follows:

                    Section     5.10    Additional     Subsidiary
               Guarantors.   Promptly (and in  any  event  within
               five  (5)  Business Days) after  the  creation  or
               acquisition of any Domestic Subsidiary of Borrower
               (other than the Receivables Subsidiary and the SPE
               Subsidiaries), Borrower shall cause to be executed
               and   delivered,   (i)  by   such   new   Domestic
               Subsidiary,   a   supplement  to  the   Subsidiary
               Guaranty  in substantially the form of Schedule  1
               to  the  Subsidiary Guaranty,  (ii)  by  such  new
               Subsidiary,  an  Acknowledgement to  the  Security
               Agreement  in substantially the form of Exhibit  B
               to  the  Security Agreement, and (iii) such  other
               related  documents (including closing certificates
               and  legal  opinions)  as  Lender  may  reasonably
               request,  all  in  form  and substance  reasonably
               satisfactory to Lender.

               (E)  Section 6.1 to the Credit Agreement is hereby
          amended  by  deleting the word "or"  from  the  end  of
          clause  (iii) and adding the word "or" to  the  end  of
          clause (iv) and adding a new clause (v) to read in  its
          entirety as follows:

                    (v)  the formation of the SPE Subsidiaries.

               (F)  Section 6.2 to the Credit Agreement is hereby
          amended  by  deleting the word "and" from  the  end  of
          clause  (h)  and adding the word "and" to  the  end  of
          clause  (i) and adding a new clause (j) to read in  its
          entirety as follows:

                    (j)   Credit Parties may invest up to  $1,000
               in  each  of  the SPE Subsidiaries.   The  Bayview
               Letter  of  Credit shall also constitute permitted
               investments under this Section 6.2.

               (G)  Section 6.3 to the Credit Agreement is hereby
          amended  by  deleting the word "and" from  the  end  of
          clause  (m)  and adding the word "and" to  the  end  of
          clause  (n) and adding a new clause (o) to read in  its
          entirety as follows:

                    (o)  Indebtedness for borrowed money incurred
               by  one  or  more  of  the SPE  Subsidiaries  from
               Bayview and any reimbursement obligations incurred
               by  Borrower in respect of any Bayview Letters  of
               Credit  or other Letters of Credit (as defined  in
               the  Letter of Credit Agreement) issued after  the
               date  hereof in favor of Bayview as required under
               the   Bayview   Commitment   Letter   (each   such
               Indebtedness  being  herein  called   a   "Bayview
               Indebtedness"),  provided that (i)  the  aggregate
               outstanding   principal  amount  of  all   Bayview
               Indebtedness shall not exceed $45,000,000 plus any
               capitalized fees at any one time, (ii)  the  terms
               and   conditions  of  all  Bayview   Indebtedness,
               including, without limitation, the interest, fees,
               other charges and payments of principal to be paid
               by  the  SPE  Subsidiaries to  Bayview  under  any
               notes, instruments or other documents from time to
               time   evidencing  any  or  all  of  the   Bayview
               Indebtedness, are substantially the same as  those
               set  forth in the Bayview Commitment Letter, (iii)
               the form and substance of any note, instrument  or
               other  documents from time to time evidencing  the
               Bayview  Indebtedness shall be  substantially  the
               same  as  set  forth as Exhibit  B  to  the  Sixth
               Amendment  to Credit Agreement, (iv)  all  Bayview
               Indebtedness  shall be secured only  by  Liens  on
               assets  of  the  SPE Subsidiaries permitted  under
               Section  6.7(g), (v) the scheduled final  maturity
               of  all  Bayview Indebtedness shall  be  at  least
               fifteen  years  from the date of  funding  of  the
               initial  advance of funds pursuant to the  Bayview
               Commitment Letter, and (vi) the proceeds  of  such
               Bayview Indebtedness shall be used to finance  the
               transfer   and  lease-back  transaction  permitted
               under  the  proviso to Section 6.8(i) and  closing
               costs  and fees payable on account of the  Bayview
               Commitment Letter.

               (H)  Section 6.6 to the Credit Agreement is hereby
          amended  by  deleting the word "and" from  the  end  of
          clause  (e)  and adding the word "and" to  the  end  of
          clause  (f) and adding a new clause (g) to read in  its
          entirety as follows:

                    (g) for unsecured Guaranteed Indebtedness  of
               Borrower  and CF Delaware incurred as a result  of
               the  guaranty by Borrower and CF Delaware  of  any
               Bayview  Indebtedness to the extent  such  Bayview
               Indebtedness is permitted under Section 6.3(o).

               (I)  Section 6.7 to the Credit Agreement is hereby
          amended  by  deleting the word "and" from  the  end  of
          clause  (e)  and adding the word "and" to  the  end  of
          clause  (f) and adding a new clause (g) to read in  its
          entirety as follows:

                    (g)  Liens granted by any SPE Subsidiaries in
               favor of Bayview in the Conveyed Property and  any
               other  assets (including real property)  owned  by
               the   SPE   Subsidiaries  securing   any   Bayview
               Indebtedness   to   the   extent   such    Bayview
               Indebtedness  is  permitted under Section  6.3(o),
               provided that such Liens do not attach to  any  of
               the Collateral, the "Collateral" (as such term  is
               defined in the Letter of Credit Agreement) or  the
               Receivables.

               (J)  Section 6.8 to the Credit Agreement is hereby
          amended  by  deleting the word "and" from  the  end  of
          clause  (g)  and adding the word "and" to  the  end  of
          clause  (h) and adding 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" (as  such  term  is
               defined in the Letter of Credit Agreement) or  the
               Receivables), 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" (as  such  term  is
               defined in the Letter of Credit Agreement) by CFCD
               2002  LLC  to  CF Delaware provided that  (a)  the
               aggregate  rent  paid or payable  by  CF  Delaware
               under  all such lease-back transactions  does  not
               exceed  an  amount  equal to the  aggregate  fixed
               monthly  payment of principal and  interest  under
               all  of  the Bayview Indebtedness permitted  under
               Section  6.3(o), subject to adjustments  based  on
               changes  in the consumer price index as set  forth
               in  the  leases between CF Delaware and CFCD  2002
               LLC,  (b) all such rent shall be used by  the  SPE
               Subsidiaries  to pay such principal  and  interest
               when  due  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.

               (K)   Section  6.18  to  the Credit  Agreement  is
          hereby  amended by adding a sentence to the to the  end
          of Section 6.18 to read in its entirety as follows:

                    Subject  to compliance with all of the  terms
                    and   conditions  set  forth  in  the   Sixth
                    Amendment   to  Credit  Agreement   and   the
                    compliance   with   all  of   the   covenants
                    contained in the Credit Agreement, as amended
                    by  the  Sixth Amendment to Credit Agreement,
                    Lender  hereby agrees that this Section  6.18
                    shall not prohibit (i) the incurrence by  any
                    SPE Subsidiary of any Bayview Indebtedness to
                    the  extent  permitted to be  incurred  under
                    Section 6.3(o) and (ii) the formation  by  CF
                    Delaware of the SPE Subsidiaries.

               (L)  Section 8.1 to the Credit Agreement is hereby
          amended  by  adding  a new subsection  (p)  and  a  new
          subsection (q) to read in their entirety as follows:

                    (p)  A  drawing is made by Bayview under  any
               Bayview Letter of Credit.

                    (q)  A  default  or breach occurs  under  any
               agreement, document or  instrument relating to any
               Bayview Indebtedness that is not cured within  the
               applicable grace period therefor and such  default
               or  breach  (i) involves the failure to  make  any
               payment  when  due  in  respect  of  such  Bayview
               Indebtedness or (ii) causes, or permits any holder
               of   such  Bayview  Indebtedness  to  cause,  such
               Bayview  Indebtedness to become due prior  to  its
               stated   maturity  or  prior  to   its   regularly
               scheduled dates of payment, or cash collateral  in
               respect  thereof  to be demanded,  in  each  case,
               regardless  of whether such default is waived,  or
               such right is exercised, by such holder.

               (M)    Disclosure  Schedule  3.8  to  the   Credit
          Agreement is hereby amended by adding to such  schedule
          the following Subsidiaries:


                    CF MovesU.com Incorporated, a Delaware
                    corporation
                    CFCD 2002 Member LLC, a Delaware limited
                    liability company
                    CFCD 2002 LLC, a Delaware limited liability
                    company
                    CFL Holding Ltd., an Alberta corporation


               (N)   Annex  A to the Credit Agreement  is  hereby
          amended   by   deleting   therefrom   definitions    of
          "Applicable  Revolver Index Margin," "Borrowing  Base,"
          "Commitment  Termination  Date,"  "Guarantors,"  "Index
          Rate," and "Subsidiary Guaranty" in their entirety  and
          substituting the following amended definitions of  such
          terms in lieu thereof:


                    "Applicable Revolver Index Margin" means  the
               per  annum  interest rate equal  to  five  percent
               (5%).


                    "Borrowing Base" shall mean, as of  any  date
               of  determination by Lender, from time to time, an
               amount  equal to the sum of (a) forty-two  percent
               (42%) of the Appraised Value of Eligible Mortgaged
               Property less (b) any and all Reserves established
               by   Lender   at  such  time  including,   without
               limitation, Reserves for environmental remediation
               costs,  accrued  but unpaid taxes,  insurance  and
               other  Charges  and  expenses pertaining  to  such
               Mortgaged    Property.     Notwithstanding     the
               foregoing,  irrespective of  whether  any  of  the
               conditions  in Section 2 have been satisfied,  the
               Borrowing  Base  shall not at any time  exceed  an
               amount  equal  to $42,000,000 less  the  following
               amounts  (x)  the  total amount of  any  mandatory
               prepayments  required  to  be  made  pursuant   to
               Section 1.2(b)(ii) as a result of the consummation
               from  time to time of any Asset Dispositions,  (y)
               the  total  amount  of  any mandatory  prepayments
               required   to   be   made  pursuant   to   Section
               1.2(b)(iii) as a result of any issuance from  time
               to  time of Stock and (z) the total amount of  any
               mandatory prepayments required to be made pursuant
               to Section 1.2(b)(iii) as a result of the issuance
               from  time to time of any debt securities  or  the
               incurrence  from time to time of any Funded  Debt,
               provided, however, that the amount in this  clause
               (z) shall be deemed to be Zero Dollars ($0) if  at
               the  time  of  receipt of the  proceeds  from  the
               issuance of such debt securities or the incurrence
               of such Funded Debt, the Revolving Loan Commitment
               is then equal to or less than $25,000,000.


                    "Commitment  Termination  Date"   means   the
               earliest of (a) February 18, 2004, (b) the date of
               termination   of  Lender's  obligation   to   make
               Revolving Credit Advances or permit existing Loans
               to  remain outstanding pursuant to Section 8.2(b),
               and  (c)  the  date of indefeasible prepayment  in
               full   by   Borrower  of  the  Loans   and   other
               Obligations   (other   than   Letter   of   Credit
               Obligations and Other Secured Obligations) and the
               permanent   reduction  of   the   Revolving   Loan
               Commitment to zero dollars ($0).


                    "Guarantors"  means each Domestic  Subsidiary
               of Borrower (other than the Receivables Subsidiary
               and  SPE  Subsidiaries) and each other Person,  if
               any,  which executes a guarantee or other  similar
               agreement  in  favor of Lender in connection  with
               the  transactions contemplated by  this  Agreement
               and the other Loan Documents.


                    "Index  Rate" means, for any day, a  floating
               rate  equal to the higher of (i) the rate publicly
               quoted  from  time  to time  by  The  Wall  Street
               Journal  as  the  "base rate  on  corporate  loans
               posted  by at least 75% of the nation's 30 largest
               banks"  (or,  if  The Wall Street  Journal  ceases
               quoting  a  base  rate of the type described,  the
               highest  per  annum rate of interest published  by
               the  Federal  Reserve  Board  in  Federal  Reserve
               statistical release H.15 (519) entitled  "Selected
               Interest Rates" as the Bank prime loan rate or its
               equivalent), and (ii) the Federal Funds Rate  plus
               50  basis  points per annum.  Each change  in  any
               interest rate provided for in the Agreement  based
               upon  the Index Rate shall take effect at the time
               of such change in the Index Rate.


                    "Subsidiary   Guaranty"   shall   mean    the
               Subsidiary Guaranty, dated as of April  27,  2001,
               executed  by all Domestic Subsidiaries of Borrower
               (other  than  the Receivables Subsidiary  and  SPE
               Subsidiaries) in favor of Lender.


               (O)   Annex  A to the Credit Agreement  is  hereby
          further  amended  by adding in alphabetical  order  the
          following definitions:

                    "Bayview"   shall   mean  Bayview   Financial
               Trading  Group, L.P., together with its successors
               and assigns.

                    "Bayview  Commitment Letter" shall mean  that
               certain commitment letter dated as of January  18,
               2002  from Bayview to Borrower, as amended by that
               certain  letter amendment dated as of February  1,
               2002  from  Bayview to Borrower and  that  certain
               letter amendment dated as of February 7, 2002 from
               Bayview to Borrower, and without giving effect  to
               any other amendments, supplements, replacements or
               restatements thereof or thereto that have not been
               consented to in writing by Lender.

                    "Bayview Indebtedness" shall have the meaning
               ascribed to such term in Section 6.3(o).

                    "Bayview  Letters  of Credit"  shall  mean  ,
               collectively,  those  certain  Letters  of  Credit
               issued  by  Lender  under  the  Letter  of  Credit
               Agreement   to  Bayview  on  the  Sixth  Amendment
               Effective Date and identified on Schedule 1 to the
               Sixth  Amendment to Credit Agreement, to secure  a
               portion of (i) the principal and interest payments
               owing  by  the  SPE  Subsidiaries  to  Bayview  in
               respect  of the Bayview Indebtedness and (ii)  the
               obligations of the SPE Subsidiaries in respect  of
               real   estate   taxes  or  property  or   casualty
               insurance covering the Conveyed Properties..

                    "Conveyed Properties" shall mean and  include
               the  real properties listed on Schedule 2  to  the
               Sixth Amendment to Credit Agreement, together with
               all buildings and improvements located thereon and
               all fixtures, equipment and appliances used in the
               operation   of   such  buildings   as   buildings,
               including heating and air conditioning systems and
               other  building  systems used to  provide  utility
               services,    heating,   air    conditioning    and
               ventilation,   life  safety,  or  other   services
               thereto,  but  excluding  the  trucks,  forklifts,
               scales,  computers,  trade  signage  showing   any
               Credit  Party's name, and other personal  property
               which  is  part  of  any Credit  Party's  business
               operations being conducted on such real properties
               or  accounts  receivable arising from  any  Credit
               Party's  business  operations being  conducted  on
               such real properties.

                    "Excluded  Debt  Securities" means  (a)  debt
               securities  issued  by one  or  more  of  the  SPE
               Subsidiaries  to  Bayview evidencing  any  Bayview
               Indebtedness  incurred in accordance with  Section
               6.3(o)  and  (b)  debt securities  issued  by  any
               Credit Party or any Foreign or Domestic Subsidiary
               of  any Credit Party evidencing the obligations of
               such  Person or Persons under the Canadian  Credit
               Facility,  provided, however, that to  the  extent
               any  or  all  of  such  debt  securities  evidence
               obligations of any Credit Party or any Foreign  or
               Domestic  Subsidiary of any Credit Party to  repay
               an   aggregate  outstanding  principal  amount  of
               Indebtedness in excess of Cnd$6,500,000, such debt
               securities to the extent of such excess shall  not
               be  deemed to be "Excluded Debt Securities" within
               the meaning of this definition.

                    "Excluded Funded Debt" means (a) any  Bayview
               Indebtedness  incurred in accordance with  Section
               6.3(o), and (b) any Indebtedness incurred  by  any
               Credit Party or any Foreign or Domestic Subsidiary
               of  any  Credit  Party under the  Canadian  Credit
               Facility,  provided, however, that to  the  extent
               the aggregate outstanding principal amount of such
               Funded  Debt  at  any time exceeds  Cnd$6,500,000,
               such  Funded  Debt to the extent  of  such  excess
               shall  not be deemed to be "Excluded Funded  Debt"
               within the meaning of this definition.


                    "SPE  Subsidiaries" shall mean, collectively,
               CFCD 2002 Member LLC, a Delaware limited liability
               company,  and  CFCD 2002 LLC, a  Delaware  limited
               liability company.


                    "Sixth  Amendment Effective Date" shall  mean
               February 19, 2002.


                    "Sixth  Amendment to Credit Agreement"  shall
               mean   that  certain  Sixth  Amendment  to  Credit
               Agreement  dated as of February 19,  2002  by  and
               among Borrower, the other Credit Parties signatory
               thereto and Lender.


               (P)   Annex  D to the Credit Agreement  is  hereby
          amended  by  deleting such annex in  its  entirety  and
          replacing  it  with a new Annex D in the form  attached
          hereto as Exhibit A.

          3.   No Other Amendments.  Except for the waiver
expressly set forth and referred to in Section 1 and the
amendments expressly set forth and referred to in Section 2, 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.  Without limiting
the generality of the foregoing, the parties hereto hereby
acknowledge and agree that this Amendment is not intended to nor
shall it be construed as waiving any Default or Event of Default
that now or hereafter may exist as a result of any transactions
between or among CFLH and CF Delaware, except for those
transactions specifically described in clauses (a) and (b) of
Section 1 of this Amendment.

          4.   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,
(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) and (d) the Credit
Parties have provided GE Capital with a true, correct and
complete copy of the Bayview Commitment Letter and no amendment,
supplement, replacement or restatement thereof or thereto has
been made except as reflected in the copy of the Bayview
Commitment Letter delivered to GE Capital.  Any breach in any
material respect by Borrower or any other Credit Party of any of
its representations and warranties contained in this Section 4
shall be an Event of Default under the Credit Agreement.

          5.   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.

          6.   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.

          7.   Release of Additional Mortgaged Properties.
Lender hereby agrees to promptly release its Lien on the
Additional Mortgaged Property located at 11888 Mission Boulevard,
Mira Loma, California upon a permanent reduction in the Revolving
Loan Commitment to $35,000,000 or less, provided that no Default
or Event of Default then exists. Lender hereby further agrees to
promptly release its Lien on the Additional Mortgaged Properties
located at 918 Del Paso Road, Sacramento, California, and 6767
West 75th Street, Chicago, Illinois upon a permanent reduction in
the Revolving Loan Commitment to $25,000,000 or less, provided
that no Default or Event of Default then exists.

          8.   Conditions to Effectiveness.  This Amendment shall
become effective, as of the Effective Date, subject to the prior
or subsequent receipt by the Lender of the following, in each
case, in form and substance satisfactory to Lender:

          (a)  this Amendment, duly executed, completed and
delivered by Borrower and each other Credit Party.

          (b)   the Sixth Amendment to Credit Agreement/Fee
Letter dated the date hereof, duly executed, completed and
delivered by Borrower and Lender.

          (c)   a copy of the fully executed and effective notes,
mortgages, deeds of trust or other instruments entered into as of
the Sixth Amendment Effective Date by and among Bayview and any
SPE Subsidiary.

          (d)   evidence that, as of the Effective Date, the SPE
Subsidiaries shall have incurred not less than $20,000,000 in
Bayview Indebtedness in accordance with the terms of Section
6.3(o) of the Credit Agreement as amended hereby and evidence
satisfactory to Lender that net proceeds of such Bayview
Indebtedness shall have been applied or used in accordance with
the requirements of Section 6.3(o) and Section 6.8(i)(c)(i) of
the Credit Agreement as amended hereby.

          (e)  evidence of the issuance of (i) that certain
Letter of Credit in the face amount of $20,000,000 to United
States Fidelity and Guaranty, Co. and (ii) the Bayview Letters of
Credit, each issued pursuant to the Letter of Credit Agreement.

Upon the effective date of this Amendment, all of the waivers set
forth in Section 1 and the amendments set forth in Section 2 of
this Amendment 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 Sixth
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 /s/Robert E. Wrightson
                         Name: 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 /s/Robert E. Wrightson
                         Name: Robert E. Wrightson
                         Title:  Executive  Vice  President   and
                    Chief Financial Officer

                         CF AIRFREIGHT CORPORATION


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

                         REDWOOD SYSTEMS, INC.


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

                         LELAND JAMES SERVICE CORPORATION


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

                         CF MOVESU.COM INCORPORATED


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

                     ANNEX D (Section 6.10)
                               to
                        CREDIT AGREEMENT

                       FINANCIAL COVENANTS

          (a)  Minimum Fixed Charge Coverage Ratio.  The Borrower
and  its Subsidiaries shall have on a consolidated basis,  as  of
the  end  of each Fiscal Quarter set forth below, a Fixed  Charge
Coverage  Ratio for the period set forth below of not  less  than
the following:

          Fiscal Quarter             Minimum Fixed
                                         Charge
                                     Coverage Ratio

          for the Rolling Period      0.20 to 1.00
          ending September 30,
          2001

          for the Rolling Period      0.01 to 1.00
          ending December 31, 2001

          for the three month        -1.00 to 1.00
          period ending March 31,
          2002

          for the sixth month        -0.10 to l.00
          period ending June 30,
          2002

          for the nine month          0.50 to 1.00
          period ending September
          30, 2002

          for the Rolling Period      0.80 to 1.00
          ending December 31, 2002

          for the Rolling Period      1.70 to 1.00
          ending on each Fiscal
          Quarter thereafter



          (b)   Minimum  Tangible Net Worth.   Borrower  and  its
Subsidiaries  on a consolidated basis shall have a  Tangible  Net
Worth,  (i) as of the Closing Date and as of the end of  each  of
the  second  and third Fiscal Quarters of the Fiscal Year  ending
December 31, 2001, of not less than $180,000,000, (ii) as of  the
end  of  the  fourth  Fiscal Quarter of the  Fiscal  Year  ending
December 31, 2001, of not less than $150,000,000, (iii) as of the
end of each of the first, second and third Fiscal Quarters of the
Fiscal   Year  ending  December  31,  2002,  of  not  less   than
$120,000,000, and (iv) as of the end of the fourth Fiscal Quarter
of  the Fiscal Year ending December 31, 2002 and as of the end of
each of the first, second and third Fiscal Quarters of the Fiscal
Year  ending  December 31, 2003, of not less  than  $130,000,000.
Thereafter, Borrower and its Subsidiaries on a consolidated basis
shall  have, as of the end of each Fiscal Year ending on or after
December  31,  2003  (each such Fiscal  Year  herein  called  the
"Subject  Fiscal  Year") and as of the end  of  the  first  three
Fiscal  Quarters  of the immediately succeeding  Fiscal  Year,  a
Tangible  Net Worth of not less than the sum of (i)  the  minimum
Tangible  Net Worth required hereunder for the Fiscal Year  which
immediately  preceded  the Subject Fiscal  Year  (or,  where  the
Subject Fiscal Year is the Fiscal Year ending December 31,  2003,
the  sum  of  $130,000,000) plus (ii) an amount  equal  to  fifty
percent (50%) of the positive net income of the Borrower and  its
Subsidiaries on a consolidated basis for the Subject Fiscal  Year
plus  (iii) an amount equal to one hundred percent (100%) of  the
amount  of  any  equity raised by or capital contributed  to  the
Borrower  during the Subject Fiscal Year (in the case  of  equity
raised  or  capital contributed, net of the bona fide, reasonable
expenses, if any, relating to the raising of such equity or  such
capital  contribution and paid to Persons who are not  Affiliates
of the Borrower).

          (c)   Minimum  EBITDA.  Borrower and  its  Subsidiaries
shall  have  on a consolidated basis, for each period  set  forth
below, an EBITDA for such period of not less than the following:

          Fiscal Quarter            Minimum EBITDA

          for the Rolling Period    $8,000,000
          ending September 30,
          2001

          for the Rolling Period    -$3,200,000
          ending December 31, 2001

          for the three month       -$7,900,000
          period ending March 31,
          2002

          for the sixth month       $5,600,000
          period ending June 30,
          2002

          for the nine month        $24,400,000
          period ending September
          30, 2002

          for the Rolling Period    $43,800,000
          ending December 31, 2002

          for the Rolling Period    $80,000,000
          ending on each Fiscal
          Quarter thereafter



          (d)   Maximum Capital Expenditures.  Borrower  and  its
Subsidiaries shall not make or incur any Capital Expenditures if,
after  giving effect thereto, the aggregate amount of all Capital
Expenditures  made or incurred by Borrower and  its  Subsidiaries
during  any period of four (4) consecutive Fiscal Quarters  would
exceed the amounts set forth below for such period:



          Four Consecutive Fiscal   Maximum Capital
          Quarters Ending           Expenditures

          Fiscal Quarter ending     $35,000,000
          June 30, 2001

          Fiscal Quarter ending     $36,000,000
          September 30, 2001

          Fiscal Quarter ending     $30,000,000
          December 31, 2001

          Fiscal Quarter ending     $25,000,000
          March 31, 2002 and for
          each Fiscal Quarter
          thereafter



          Capitalized  terms  used  in  this  Annex  D  and   not
otherwise  defined  below  shall  have  the  respective  meanings
ascribed  to  them in Annex A to this Agreement.   The  following
terms shall have the respective meanings set forth below:

          "Capital Expenditures" shall mean, with respect to  any
Person,  all  expenditures (by the expenditure  of  cash  or  the
incurrence  of Indebtedness) by such Person during any  measuring
period  for any fixed assets or improvements or for replacements,
substitutions  or additions thereto, that have a useful  life  of
more  than one year and that are required to be capitalized under
GAAP,  but excluding (i) Capital Expenditures of the Borrower  or
any  Subsidiary Guarantor financed by the incurrence of Term Debt
to  the  extent that such Term Debt is permitted to  be  incurred
under  Section  6.3, provided that on or prior  to  the  date  of
incurrence of such Term Debt, Borrower has furnished to Lender  a
written  statement of sources and uses of such Term  Debt,  which
statement  describes with particularity the principal  amount  of
the Term Debt to be used for the proposed Capital Expenditure and
the  fixed  assets  or  improvements to  be  acquired,  replaced,
substituted or added to in connection with such proposed  Capital
Expenditure, (ii) the purchase of the Vancouver Property  by  the
Borrower, provided that to the extent the purchase price  of  the
Vancouver  Property  exceeds $25,000,000, such  excess  shall  be
included  as  a  Capital Expenditure for purposes of  determining
compliance  with  the  Maximum Capital Expenditure  covenant  set
forth  in  paragraph  (d)  of this Annex  D,  (iii)  any  Capital
Expenditures  incurred  by the Borrower in  connection  with  the
refinancing of the Participation Agreement, provided that to  the
extent  that  such Capital Expenditures exceed $22,500,000,  such
excess shall be included as a Capital Expenditure for purposes of
determining  compliance  with  the  Maximum  Capital  Expenditure
covenant  set forth in paragraph (d) of this Annex  D,  (iv)  any
purchase  by  the Borrower or any Subsidiary of fixed  assets  or
improvements to the extent that such purchase qualifies for like-
kind  tax treatment under Section 1031 of the IRC, provided  that
such  exclusion from Capital Expenditures under this clause  (iv)
shall be limited to an amount not to exceed the lesser of (x) the
cash   proceeds  received  from  the  transfer  of  the  property
relinquished  in  the like-kind exchange, assuming  for  purposes
hereof that the Borrower or Subsidiary does not qualify for like-
kind  tax  treatment under Section 1031 of the IRC in  connection
with  such  transfer  and (y) the value of the  fixed  assets  or
improvements purchased by the Borrower in the subject transaction
which qualifies for like-kind tax treatment under Section 1031 of
the  IRC,  (v) any purchase by the Borrower or any Subsidiary  of
fixed assets or improvements with the proceeds received from  the
sale of the Menlo Park Property, provided that on or prior to the
date of any such Capital Expenditures, Borrower has furnished  to
Lender  a  written statement of sources and uses of the  proceeds
from  the  sale  of  the  Menlo Park  Property,  which  statement
describes with particularity the amount of the proceeds from  the
sale  of  the  Menlo Park Property to be used  for  the  proposed
Capital  Expenditure and the fixed assets or improvements  to  be
acquired,  replaced, substituted or added to in  connection  with
such proposed Capital Expenditures, and (vi) such other items  as
Borrower and Lender may agree in writing to exclude.

          "EBITDA" shall mean, with respect to any Person for any
fiscal period, the amount equal to (a) consolidated net income of
such  Person  for  such  period, plus (b)  the  sum  of  (i)  any
provision  for  income taxes, (ii) Interest Expense,  (iii)  loss
from  extraordinary items for such period, (iv) depreciation  and
amortization  for  such period, (v) amortized debt  discount  for
such period, (vi) the amount of any deduction to consolidated net
income  as  the  result  of  any grant  to  any  members  of  the
management of such Person of any Stock, and (vii) Lease Expenses,
in  each  case  to  the  extent included in  the  calculation  of
consolidated  net  income  of such  Person  for  such  period  in
accordance with GAAP, but without duplication, minus (c) the  sum
of  (i) income tax credits, (ii) interest income, (iii) gain from
extraordinary items for such period, (iv) any aggregate net  gain
(but  not any aggregate net loss) during such period arising from
the sale, exchange or other disposition of capital assets by such
Person   (including  any  fixed  assets,  whether   tangible   or
intangible,   all   inventory  sold  in  conjunction   with   the
disposition  of fixed assets and all securities),  provided  that
there shall be excluded from the amount of any aggregate net gain
under this clause (iv), in solely the Fiscal Quarter ending March
31,  2001,  an amount equal to the lesser of (x) $19,200,000  and
(y)   the  actual  gain  recognized  by  the  Borrower  and   its
Subsidiaries from the sale of its Portland, Oregon administrative
complex and (v) any other non-cash gains that have been added  in
determining consolidated net income (including LIFO adjustments),
in  each  case  to  the  extent included in  the  calculation  of
consolidated  net  income  of such  Person  for  such  period  in
accordance  with GAAP, but without duplication.  For purposes  of
this  definition,  the  following  items  shall  be  excluded  in
determining consolidated net income of a Person: (A)  the  income
(or  deficit) of any other Person accrued prior to  the  date  it
became a Subsidiary of, or was merged or consolidated into,  such
Person  or any of such Person's Subsidiaries; (B) the income  (or
deficit)  of any other Person (other than a Subsidiary) in  which
such  Person has an ownership interest, except to the extent  any
such income has actually been received by such Person in the form
of   cash  dividends  or  distributions;  (C)  the  undistributed
earnings of any Subsidiary of such Person to the extent that  the
declaration  or payment of dividends or similar distributions  by
such Subsidiary is not at the time permitted by the terms of  any
contractual obligation or requirement of law applicable  to  such
Subsidiary;  (D)  any restoration to income  of  any  contingency
reserve, except to the extent that provision for such reserve was
made  out  of income accrued during such period; (E) any write-up
of  any  asset;  (F)  any  net gain from the  collection  of  the
proceeds  of  life insurance policies; (G) any net  gain  arising
from  the  acquisition of any securities, or the  extinguishment,
under GAAP, of any Indebtedness, of such Person, (H) in the  case
of a successor to such Person by consolidation or merger or as  a
transferee of its assets, any earnings of such successor prior to
such  consolidation, merger or transfer of assets,  and  (I)  any
deferred  credit  representing  the  excess  of  equity  in   any
Subsidiary  of  such  Person at the date of acquisition  of  such
Subsidiary over the cost to such Person of the investment in such
Subsidiary.

          "Fixed  Charges" shall mean, with respect to any Person
for any fiscal period, the aggregate of, without duplication, (a)
all  Interest  Expense and Lease Expense paid or  accrued  during
such  period,  plus  (b)  all  regularly  scheduled  payments  of
principal  or  implied  principal with  respect  to  Indebtedness
(including  any  lease payments by any Person in respect  of  any
Capital  Leases,  any Sale-Leaseback Debt, any Vancouver  Secured
Debt or any Bayview Indebtedness) due or made during such period,
plus  (c) all Restricted Payments made during such period  (other
than Permitted Stock Repurchases covered by Section 6.14(vii)  of
the  Letter of Credit Agreement), plus (d) any cash payments made
by  such Person in connection with any Permitted Acquisitions (as
such term is defined in the Letter of Credit Agreement).

          "Fixed  Charge Coverage Ratio" shall mean, with respect
to  any Person for any fiscal period, the ratio of (i) the sum of
(x)  EBITDA for such period less (y) cash taxes made during  such
period to (ii) Fixed Charges for such period.

          "Interest  Expense"  shall mean, with  respect  to  any
Person  for  any  fiscal period, the sum of (a) interest  expense
(whether   cash  or  non-cash)  of  such  Person  determined   in
accordance with GAAP for the relevant period ended on such  date,
including  (i)  amortization of original issue  discount  on  any
Indebtedness  and  of  all fees payable in  connection  with  the
incurrence  of  such  Indebtedness (to  the  extent  included  in
interest  expense),  (ii) the interest portion  of  any  deferred
payment  obligation, (iii) the interest component of any  Capital
Lease Obligation plus (b) the amount of any Letter of Credit  Fee
(as  such term is defined in the Letter of Credit Agreement) paid
during  the  relevant period ended on such  date,  plus  (c)  the
amount of any payments by such Person, as lessee, under any sale-
leaseback or synthetic lease transaction.

          "Lease Expenses" shall mean, with respect to any Person
for  any fiscal period, the aggregate rental obligations of  such
Person  determined in accordance with GAAP that  are  payable  in
respect of such period under operating leases of equipment having
an original non-cancelable term (as determined in accordance with
GAAP)  in  excess of twelve months (net of income from  subleases
thereof, but including taxes, insurance, maintenance and  similar
expenses  that the lessee is obligated to pay under the terms  of
such  leases), whether or not such obligations are  reflected  as
liabilities  or  commitments on a consolidated balance  sheet  of
such Person or in the notes thereto, excluding, however, any such
obligations under Capital Leases.

          "Net  Worth" shall mean, with respect to any Person  as
of any date of determination, (a) the book value of the assets of
such Person, minus (b) reserves applicable thereto, minus (c) all
of  such  Person's liabilities on a consolidated basis (including
accrued  and  deferred  income  taxes),  all  as  determined   in
accordance with GAAP.

          "Rolling  Period"  shall mean, as of  the  end  of  any
Fiscal   Quarter,  the  immediately  preceding  four  (4)  Fiscal
Quarters, including the Fiscal Quarter then ending.

          "Tangible  Net Worth" shall mean, with respect  to  any
Person  at  any date, the Net Worth of such Person at such  date,
(x)  excluding,  however,  from the determination  of  the  total
assets at such date, (a) all goodwill, capitalized organizational
expenses,   capitalized   research  and   development   expenses,
trademarks,    trade   names,   copyrights,    patents,    patent
applications, licenses (excluding software licenses)  and  rights
in  any  thereof, and other intangible items (other than software
licenses),  (b)  all unamortized debt discount and  expense,  (c)
treasury  Stock, and (d) any write-up in the book  value  of  any
asset resulting from a revaluation thereof, but (y) including any
non-cash  valuation reserves for deferred taxes and any  foregone
tax  benefits  provided  that such reserves  are  established  in
accordance with Financial Accounting Standard Number 109  and  do
not  result  in  an  increase in such Person's  future  cash  tax
payments.

          Rules  of  Construction Concerning Financial Covenants.
Unless  otherwise specifically provided therein,  any  accounting
term used in any Loan Document shall have the meaning customarily
given  such  term  in  accordance with GAAP,  and  all  financial
computations thereunder shall be computed in accordance with GAAP
consistently  applied.  That certain items  or  computations  are
explicitly modified by the phrase "in accordance with GAAP" shall
in no way be construed to limit the foregoing.  If any Accounting
Changes  occur  and  such  changes result  in  a  change  in  the
calculation of the financial covenants, standards or  terms  used
in  any  Loan Document, then the parties thereto agree  to  enter
into  negotiations  in order to amend such provisions  so  as  to
equitably reflect such Accounting Changes with the desired result
that  the criteria for evaluating the financial condition of such
Persons  and  their  Subsidiaries shall be the  same  after  such
Accounting  Changes as if such Accounting Changes  had  not  been
made.   If the parties thereto agree upon the required amendments
thereto, then after appropriate amendments have been executed and
the  underlying Accounting Change with respect thereto  has  been
implemented, any reference to GAAP contained therein shall,  only
to   the  extent  of  such  Accounting  Change,  refer  to   GAAP
consistently applied after giving effect to the implementation of
such  Accounting Change.  If such parties cannot agree  upon  the
required  amendments  within  30  days  following  the  date   of
implementation  of  any  Accounting Change,  then  all  financial
statements delivered and all calculations of financial  covenants
and  other  standards and terms in accordance  with  the  Related
Documents shall be prepared, delivered and made without regard to
the underlying Accounting Change.