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EXHIBIT 10.6





USF CORPORATION


FIRST AMENDMENT TO CREDIT AGREEMENT





     This First Amendment to Credit Agreement
(herein, the “Amendment”) is entered into as of
December 15, 2004, among USF Corporation (formerly known as
USFreightways Corporation), a Delaware
corporation (the “Borrower”), the lenders party
hereto and Harris Trust and Savings Bank, as
Administrative Agent (the “Administrative
Agent”).




PRELIMINARY STATEMENTS




     A. The Borrower, the

lenders party thereto and the Administrative Agent entered into a certain
Credit Agreement, dated as of October 24, 2002 (the “Credit Agreement”).
 All capitalized terms used herein without definition shall have the same meanings herein as
such terms have in the Credit
Agreement.



     B. The Borrower has

requested that the Lenders make certain amendments to the Credit
Agreement, and the Lenders are willing to do so under the terms

and conditions set forth in this
Amendment.



     Now, THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


SECTION 1. AMENDMENTS.




     Subject to the satisfaction of

the conditions precedent set forth in Section 2 below, the
Credit Agreement shall be and hereby is amended as follows:




     1.1. Section 4.1 of the

Credit Agreement is hereby amended by inserting the following new
defined terms in proper alphabetical order:




     “Accounts

Receivable” means and includes all of the Borrower’s

and the
Guarantors’ presently existing and hereafter arising or

acquired accounts, accounts
receivable, and all present and future rights of the Borrower and

the Guarantors to
payment for goods sold or leased or for services rendered

including finance charges
related thereto, whether or not they have been earned by

performance, and all rights
in any merchandise or goods which any of the same may represent,

and all rights,
title, security, guaranties and related assets (including without

limitation, books
and records) with respect to each of the foregoing, including,

without limitation, any
right of stoppage in transit and all obligations and other

proceeds with respect to
any of the foregoing.




     “Permitted Receivables

Financing” means (i) a sale or other transfer by the
Borrower or any Guarantor to a SPV of Accounts Receivable for fair

market value and
without recourse (except for limited recourse typical of such

structured finance
transactions), and/or (ii) a sale, pledge or other transfer

by a SPV to any Person
(including another SPV) in a transaction in which purchasers or

other investors
purchase, make loans secured by, or are otherwise transferred such

Accounts Receivable
or interests in such Accounts Receivable.




     “Receivables Facility

Attributed Indebtedness” means the amount of obligations
outstanding under a receivables purchase facility on any date of

determination that
would be characterized as principal if such facility were

structured as a secured
lending transaction rather than as a purchase, whether such

obligations constitute
on-balance sheet indebtedness or an off-balance sheet liability.




     “SPV” means any

special purpose entity established for the purpose of purchasing
receivables in connection with a receivables securitization

transaction permitted under
the terms of this Agreement.




     1.2. The defined term

“Significant Subsidiary” appearing in

Section 4.1 of the Credit
Agreement is hereby amended in its entirety and as so amended

shall read as follows:



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     “Significant

Subsidiary” means any Subsidiary of the Borrower (other

than USF
Worldwide Inc. and any SPV) which has Total Assets which equal or

exceed 3% of the
Consolidated Total Assets of the Borrower and its Subsidiaries.




     1.3. The defined term

“Subsidiary” appearing in Section 4.1 of the

Credit Agreement is hereby
amended by inserting at the end thereof the following:

“Notwithstanding the foregoing, the
term “Subsidiary” shall include, without

limitation, any SPV.




     1.4. Section 7.7(h) of

the Credit Agreement is hereby amended in its entirety and as so
amended shall read as follows:




     (h) Liens on Accounts

Receivable that are the subject of a Permitted Receivables
Financing (and the related property that would ordinarily be

subjected to a Lien in
connection therewith, such as proceeds, records, lock-boxes,

lock-box accounts and
rights under related agreements); and




     1.5. Section 7.8 of the

Credit Agreement is hereby amended by deleting the phrase

“this
Section 7.8 shall not prohibit any” beginning in the

seventh line thereof and inserting in
its place the phrase “this Section 7.8 shall not

prohibit any acquisition or purchase of
stock or other ownership interest of any SPV in connection with

any Permitted Receivables
Financing or any other”.




     1.6. Section 7.9(a) of

the Credit Agreement is hereby amended by inserting the phrase
“to any SPV in connection with any Permitted Receivables

Financing or” immediately after the
phrase “if made by the Borrower or any of its Wholly-owned

subsidiaries” beginning in the
seventh line thereof.




     1.7. Section 7.9(b) of

the Credit Agreement is hereby amended in its entirety and as so
amended shall read as follows:




     (b) The Borrower will not and

will not permit any Guarantor to, sell, pledge or
otherwise transfer any Accounts Receivables as a method of

financing unless the
aggregate amount of Receivables Facility Attributed Indebtedness

incurred in
connection with such financing shall not exceed $150,000,000.




     1.8. Section 7.13 of the

Credit Agreement is hereby amended by inserting the phrase
“SPVs and” immediately after the phrase

“other than with” in the parenthetical phrase in

the
third line thereof.




     1.9. Section 7.18 of the

Credit Agreement is hereby amended by inserting after the phase
“Except as provided herein” appearing in the

first line thereof the following: “or in
connection with a Permitted Receivables Financing. ”




     1.10. Schedule 5.2 of the

Credit Agreement is hereby amended in its entirety and as so
amended shall read as set forth on Schedule 5.2 to this

Amendment.



SECTION 2.
EFFECTIVENESS.




     This Amendment shall become

effective when counterparts hereof executed on behalf of the
Borrower, Guarantors and the Required Lenders shall have been

received by the Administrative Agent.



SECTION 3.
REPRESENTATIONS.


     In order to induce the Lenders

to execute and deliver this Amendment, the Borrower hereby
represents to the Lenders that as of the date hereof the

representations and warranties set forth
in Section 5 of the Credit Agreement are and shall be and

remain true and correct and the Borrower
is in compliance with the terms and conditions of the Credit

Agreement and no Default or Event of
Default has occurred and is continuing under the Credit Agreement

or shall result after giving
effect to this Amendment.


SECTION 4.
MISCELLANEOUS.




     4.1. Except as specifically

amended herein, the Credit Agreement shall continue in full
force and effect in accordance with its original terms. Reference

to this specific Amendment
need not be made in the Credit Agreement, the Notes, or any other

instrument or document
executed in connection therewith, or in any certificate,



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letter or communication

issued or made pursuant to or with respect to the Credit
Agreement, any reference in any of such items to the Credit

Agreement being sufficient to
refer to the Credit Agreement as amended hereby.



     4.2. The Borrower agrees to

pay on demand all costs and expenses of or incurred by the
Bank in connection with the negotiation, preparation, execution

and delivery of this
Amendment, including the fees and expenses of counsel for the

Bank.



     4.3. This Amendment may be

executed in any number of counterparts, and by the different
parties on different counterpart signature pages, all of which

taken together shall constitute
one and the same agreement. Any of the parties hereto may execute

this Amendment by signing
any such counterpart and each of such counterparts shall for all

purposes be deemed to be an
original. This Amendment shall be governed by the internal laws of

the State of Illinois.



     This First Amendment to Credit

Agreement is entered into as of the date and year first above
written.



USF
CORPORATION (formerly known as USFreightways Corporation)

By:
/s/ Chester J. Popkowski

Name:
Chester J. Popkowski

Title: Vice President, Finance and Internal Audit, Treasurer 


USF DISTRIBUTION SERVICES

INC., as a Guarantor

USF GLEN MOORE INC.,

as a Guarantor

USF LOGISTICS SERVICES

INC., as a Guarantor

USF PROCESSORS INC.,

as a Guarantor



By:
/s/ Richard C. Pagano

Name:
Richard C. Pagano 

Title: Secretary


USF BESTWAY INC., as a Guarantor

USF DUGAN INC., as a Guarantor

USF HOLLAND INC., as a Guarantor

USF REDDAWAY INC., as a Guarantor

USF RED STAR INC., as a Guarantor



By: /s/ Richard C. Pagano

Name: Richard C. Pagano

Title: Assistant Secretary




HARRIS TRUST AND SAVINGS BANK,



individually and as Administrative Agent



By_________________________

     Name_____________________

     Title______________________




SUNTRUST BANK



By_________________________

     Name_____________________

     Title______________________



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THE BANK OF TOKYO-MITSUBISHI,

LTD.,

CHICAGO BRANCH



By_________________________

     Name_____________________

     Title______________________



LASALLE BANK NATIONAL

ASSOCIATION



By_________________________

     Name_____________________

     Title______________________




U.S. BANK NATIONAL

ASSOCIATION


By_________________________

     Name_____________________

     Title______________________



COMERICA BANK



By_________________________

     Name_____________________

     Title______________________



FIFTH THIRD BANK (CHICAGO),

a Michigan

banking corporation


By_________________________

     Name_____________________

     Title______________________



the northern trust company



By_________________________

     Name_____________________

     Title______________________




pnc bank national

association



By_________________________

     Name_____________________

     Title______________________


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