SUBSIDIARY GUARANTY AGREEMENT

Exhibit 4.2

SUBSIDIARY GUARANTY AGREEMENT

THIS AGREEMENT dated as of August 23, 2007 among Con-way Inc., a

Delaware corporation (the "Borrower"), each of the Subsidiary Guarantors

party hereto from time to time (collectively, the "Subsidiary Guarantors")

and Goldman Sachs Credit Partners L.P., as Agent.

WHEREAS, the Borrower has entered into that Bridge Credit Agreement (as

the same may be amended, modified, supplemented and extended from time to

time, the "Credit Agreement") dated as of August 23, 2007 among the Borrower,

the Banks party thereto and Goldman Sachs Credit Partners L.P., as Agent (the

"Agent"), pursuant to which the Borrower may be entitled, subject to certain

conditions, to borrow up to $500,000,000;

WHEREAS, the Credit Agreement provides, among other things, that one

condition to its effectiveness is the execution and delivery of a guaranty

substantially in the form of this Agreement by the Borrower and the

Subsidiary Guarantors listed on the signature pages hereof; and

WHEREAS, in conjunction with the transactions contemplated by the Credit

Agreement and in consideration of the financial and other support that the

Borrower has provided, and such financial and other support as the Borrower

may in the future provide, to the Subsidiary Guarantors, and in order to

induce the Banks and the Agent to enter into the Credit Agreement, the

Subsidiary Guarantors listed on the signature pages hereof are willing to

guaranty the obligations of the Borrower under the Credit Agreement and the

Notes issued pursuant thereto;

NOW, THEREFORE, in consideration of the premises and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

ARTICLE 1.

DEFINITIONS

Section 1.01 Definitions.

Terms defined in the Credit Agreement and not otherwise defined herein

are used herein as therein defined. In addition, the following term, as used

herein, has the following meaning:

"Guarantied Obligations" means (i) all obligations of the Borrower in

respect of principal of and interest on the Loans and the Notes, (ii) all

other amounts payable by the Borrower under the Credit Agreement or the

Notes, if any, and (iii) all renewals or extensions of the foregoing, in each

case whether now outstanding or hereafter arising. The Guarantied

Obligations shall include, without limitation, any interest, costs, fees and

expenses which accrue on or with respect to any of the foregoing, whether

before or after the commencement of any case, proceeding or other action

relating to the bankruptcy, insolvency or reorganization of any one or more

of the Borrower and the Subsidiary Guarantors, and any such interest, costs,

fees and expenses that would have accrued thereon or with respect thereto but

for the commencement of such case, proceeding or other action.

ARTICLE 2

GUARANTIES

Section 2.01 The Guaranties.

Subject to Section 2.03, the Subsidiary Guarantors hereby, jointly and

severally, unconditionally and irrevocably guaranty to the Banks and the

Agent and to each of them, the due and punctual payment of all Guarantied

Obligations as and when the same shall become due and payable, whether at

maturity, by declaration or otherwise, according to the terms thereof. In

case of failure by the Borrower punctually to pay any indebtedness guarantied

hereby, the Subsidiary Guarantors, subject to Section 2.03, hereby jointly,

severally and, to the extent permitted by law, unconditionally agree to make

such payment punctually as and when the same shall become due and payable,

whether at maturity, or by demand, declaration, acceleration or otherwise.

Section 2.02 Guaranties Unconditional; Waiver.

To the extent permitted by applicable law, the obligations of each

Subsidiary Guarantor under this Article 2 shall be unconditional and absolute

and without limiting the generality of the foregoing, shall, to the extent

permitted by law, not be released, discharged or otherwise affected by:

(a) any extension, renewal, settlement, compromise, waiver or

release in respect of any obligation of any other Obligor under any

Financing Document, by operation of law or otherwise;

(b) any modification or amendment (including any increase in the

aggregate Commitments and any increase in the obligations of the

Borrower under the Financing Documents) of or supplement to any other

Financing Document;

(c) any modification, amendment, waiver, release, non-perfection

or invalidity of any direct or indirect security, or of any guaranty or

other liability of any third party, for any obligation of any other

Obligor under any Financing Document;

(d) any change in the corporate existence, structure or ownership

of any other Obligor or any insolvency, bankruptcy, reorganization or

other similar proceeding affecting any other Obligor or its assets or

any resulting release or discharge of any obligation of any other

Obligor contained in any Financing Document;

(e) the existence of any claim, set-off or other rights which any

Subsidiary Guarantor may have at any time against any other Obligor, the

Agent, any Bank or any other Person, whether or not arising in

connection with the Financing Documents; provided that nothing herein

shall prevent the assertion of any such claim by separate suit or

compulsory counterclaim;

(f) any invalidity or unenforceability relating to or against any

other Obligor for any reason of any Financing Document, or any provision

of applicable law or regulation purporting to prohibit the payment by

any other Obligor of the principal of or interest on any Note or any

other amount payable by any other Obligor under any Financing Document;

or

(g) any other act or omission to act or delay of any kind by any

other Obligor, the Agent, any Bank or any other Person or any other

circumstance whatsoever (other than payment in full of all Guarantied

Obligations) that might, but for the provisions of this paragraph,

constitute a legal or equitable discharge of the obligations of any

Subsidiary Guarantor under this Article 2.

With respect to its obligations hereunder, to the extent permitted by

applicable law, each Subsidiary Guarantor hereby expressly waives diligence,

presentment, demand of payment, protest and all notices whatsoever, and any

requirement that the Agent or any Bank exhaust any right, power or remedy or

proceed against any Person under any of the Financing Documents or against

any other Person under any other guarantee of, or security for, any of the

Guaranteed Obligations.

In accordance with Section 2856 of the California Civil Code, each

Subsidiary Guarantor unconditionally and irrevocably waives any and all

rights and defenses available to it by reason of Sections 2787 to 2855,

inclusive, 2899 and 3433 of the California Civil Code. No other provision of

this Agreement shall be construed as limiting the generality of any of the

covenants and waivers set forth in this paragraph. As provided below, this

Agreement shall be governed by, and shall be construed and enforced in

accordance with, the laws of the State of New York. This paragraph is

included solely out of an abundance of caution, and shall not be construed to

mean that any of the above-referenced provisions of California law are in any

way applicable to this Agreement or to any of the Guarantied Obligations.

Section 2.03 Fraudulent Transfer.

Anything in this Guaranty Agreement to the contrary notwithstanding, the

obligations of each Subsidiary Guarantor hereunder shall be limited to a

maximum aggregate amount equal to the greatest amount that would not render

such Subsidiary Guarantor's obligations hereunder subject to avoidance as a

fraudulent transfer, obligation or conveyance under Section 548 of Title 11

of the United States Code or any provisions of applicable state law

(collectively, the "Fraudulent Transfer Laws"), in each case after giving

effect to all other liabilities of such Subsidiary Guarantor, contingent or

otherwise, that are relevant under the Fraudulent Transfer Laws (specifically

excluding, however, any liabilities of such Subsidiary Guarantor (A) in

respect of intercompany debt owed or owing to the Borrower or affiliates of

the Borrower to the extent that such debt would be discharged in an amount

equal to the amount paid by such Subsidiary Guarantor hereunder and (B) under

any Guarantee of senior unsecured debt or indebtedness subordinated in right

of payment to the Guaranteed Obligations, which Guarantee contains a

limitation as to maximum amount similar to that set forth in this Section

2.03, pursuant to which the liability of such Subsidiary Guarantor hereunder

is included in the liabilities taken into account in determining such maximum

amount) and after giving effect as assets to the value (as determined under

the applicable provisions of the Fraudulent Transfer Laws) of any rights to

subrogation, contribution, reimbursement, indemnity or similar rights of such

Subsidiary Guarantor pursuant to (I) applicable law or (II) any agreement

providing for an equitable allocation among such Subsidiary Guarantor and

other affiliates of the Borrower of obligations arising under guarantees by

such parties (including the agreements described in Section 2.08).

Section 2.04 Discharge; Reinstatement in Certain Circumstances.

Except as otherwise provided in Sections 3.01(c) and 4.03 hereof, each

Subsidiary Guarantor's obligations under this Article 2 shall remain in full

force and effect until the Commitments are terminated and the principal of

and interest on the Loans and all other amounts payable by the Borrower under

the Financing Documents shall have been paid in full. If at any time any

payment of the principal of or interest on any Loan or any other amount

payable by the Borrower under any Financing Document is rescinded or must be

otherwise restored or returned upon the insolvency, bankruptcy or

reorganization of any Obligor or otherwise, each Subsidiary Guarantor's

obligations under this Article 2 with respect to such payment shall be

reinstated at such time as though such payment had become due but had not

been made at such time.

Section 2.05 Subrogation.

Each Subsidiary Guarantor that makes a payment hereunder with respect to

a Guarantied Obligation shall be subrogated to the rights of the payee

against the Borrower with respect to such payment, p