TENTH AMENDMENT TO LETTER OF CREDIT AGREEMENTS



          THIS  TENTH  AMENDMENT TO LETTER OF  CREDIT  AGREEMENTS

(this "Amendment"), is made and entered into as of April 15, 2002

(the  "Effective  Date"),  by and among CONSOLIDATED  FREIGHTWAYS

CORPORATION, a Delaware corporation ("Debtor"), the other  Credit

Parties  signatory  to the Letter of Credit  Agreement  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 S S 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), 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 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,  GE

Capital  hereby waives any Default or Event of Default  that  has

occurred  as  a  result of (i) the violation  by  the  Debtor  of

Section  6.8(i) of the Letter of 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 by CF Delaware under Section 6.8(i) (as

in  effect  immediately prior to the date of this Amendment)  and

(ii) the failure by the Debtor 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 E, provided, however,

that  if  the  Financial  Statements  and  related  reports   and

certificates  as  required by paragraph (a) of Annex  E  are  not

delivered  by Debtor to Creditor on or prior to April  19,  2002,

the  foregoing  waiver  in clause (ii) of  this  Section  1  will

automatically terminate and be null and void without  notice  to,

or any other action by, Debtor, GE Capital or any other Person.



2.   Amendment of the Letter of Credit Agreements.  Subject to

the terms and conditions of this Amendment, including without

limitation the fulfillment of the conditions precedent specified

in Section 8 below, the Letter of Credit Agreement is hereby

amended as follows:

          A.    Section 6.8 to the Letter of 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" (as such term is defined in the  Revolving

          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

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