EXHIBIT 10.14**FOURTH AMENDMENT TO CREDIT AGREEMENT**     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of July21, 2006, by and among the lenders listed on the signature pages hereof as Lenders (the“Lenders”), DYNAMEX INC., a Delaware corporation (the “Borrower”), DYNAMEXOPERATIONS EAST, INC., a Delaware corporation, DYNAMEX OPERATIONS WEST, INC., a Delawarecorporation, DYNAMEX CANADA HOLDINGS, INC., a Delaware corporation, DYNAMEX PROVINCIAL COURIERS,INC., a Delaware corporation, DYNAMEX FRANCHISE HOLDINGS, INC., a Delaware corporation, DYNAMEXDOMESTIC FRANCHISING, INC., a Delaware corporation, DYNAMEX FLEET SERVICES, INC., a Delawarecorporation, BANK OF AMERICA, N.A., in its capacity as a lender (the “Lender”), and BANK OFAMERICA, N.A., as administrative agent for itself and the Lender (in such capacity, the“Administrative Agent”).BACKGROUND     A. The Borrower, the other Loan Parties (as defined in the Credit Agreement definedbelow), the Lender and the Administrative Agent are parties to that certain Credit Agreement, datedas of March 2, 2004, as amended by that certain First Amendment to Credit Agreement, dated as ofApril 22, 2005, that certain Second Amendment to Credit Agreement, dated as of November 10, 2005,and that certain Third Amendment to Credit Agreement, dated as of December 23, 2005 (said CreditAgreement, as amended, the “Credit Agreement”; the terms defined in the Credit Agreementand not otherwise defined herein shall be used herein as defined in the Credit Agreement).     B. The Borrower has requested certain amendments to the Credit Agreement.     C. The Borrower, the Lender and the Administrative Agent hereby agree to amend theCredit Agreement, subject to the terms and conditions set forth herein.     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter setforth, and for other good and valuable consideration, the receipt and adequacy of which are allhereby acknowledged, the parties hereto covenant and agree as follows:     1. AMENDMENTS.     (a) The definition of “Maturity Date” set forth in Section 1.1 ofthe Credit Agreement is hereby amended to read as follows:     “Maturity Date” means July 31, 2009.     (b) Section 9.4 of the Credit Agreement is hereby amended by amendingclause (g) thereof to read as follows:     (g) the Borrower may make Treasury Stock Purchases not to exceed $35,000,000 inaggregate amount during the term of this Agreement,
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     (c) Section 10.2 of the Credit Agreement is hereby amended to read asfollows:**[Intentionally Omitted.]**     (d) Exhibit G, the Form of Compliance Certificate, is hereby amended to bein the form of Exhibit G hereto.     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By itsexecution and delivery hereof, the Borrower represents and warrants that, as of the date hereof,after taking into account the effectiveness of this Fourth Amendment:     (a) the representations and warranties contained in the Credit Agreement and theother Loan Documents are true and correct on and as of the date hereof as made on and as of suchdate;     (b) no event has occurred and is continuing which constitutes a Default or an Eventof Default;     (c) (i) the Borrower has full power and authority to execute and deliver this FourthAmendment, (ii) this Fourth Amendment has been duly executed and delivered by the Borrower, and(iii) this Fourth Amendment and the Credit Agreement, as amended hereby, constitute the legal,valid and binding obligations of the Borrower, enforceable in accordance with their respectiveterms, except as enforceability may be limited by applicable debtor relief laws and by generalprinciples of equity (regardless of whether enforcement is sought in a proceeding in equity or atlaw) and except as rights to indemnity may be limited by federal or state securities laws;     (d) neither the execution, delivery and performance of this Fourth Amendment or theCredit Agreement, as amended hereby, nor the consummation of any transactions contemplated hereinor therein, will violate any Law or conflict with any organizational documents of the Borrower, orany indenture, agreement or other instrument to which the Borrower or any of its property issubject; and     (e) no authorization, approval, consent, or other action by, notice to, or filingwith, any governmental authority or other Person (including the Board of Directors of the Borrower)not previously obtained is required for the execution, delivery or performance by the Borrower ofthis Fourth Amendment.     3. CONDITIONS OF EFFECTIVENESS. This Fourth Amendment shall be effective asof July 21, 2006, upon satisfaction of the following conditions:     (a) the representations and warranties set forth in Section 2 of this FourthAmendment shall be true and correct;     (b) the Administrative Agent shall have received counterparts of this FourthAmendment executed by the Lender;     (c) the Administrative Agent shall have received counterparts of this FourthAmendment executed by the Borrower and acknowledged by each other Loan Party; and     (d) the Administrative Agent shall have received in form and substance satisfactoryto the Administrative Agent, such other documents, certificates and instruments as the Lendersshall require.     4. LOAN PARTY’S ACKNOWLEDGMENT. By signing below, each Loan Party (i)acknowledges, consents and agrees to the execution, delivery and performance by the Borrower ofthis Fourth Amendment, (ii) acknowledges and agrees that its obligations in respect of the LoanDocuments to which it is a party are not released, diminished, waived, modified, impaired oraffected in any manner by this Fourth Amendment, or any of the provisions contemplated herein,(iii) ratifies and confirms its obligations under the Loan Documents to which it
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is a party, and (iv) acknowledges and agrees that it has no claim or offsets against, or defensesor counterclaims to, its obligations under the Loan Documents to which it is a party.     5. **RELEASE****. IN CONSIDERATION OF THE LENDER’S EXECUTION OF THIS FOURTHAMENDMENT, EACH OF THE LOAN PARTIES, IN EACH CASE ON BEHALF OF ITSELF AND EACH OF THEIR SUCCESSORSAND ASSIGNS (COLLECTIVELY, THE “RELEASORS”), DOES VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVERDISCHARGE EACH LENDER, EACH EXITING LENDER AND ADMINISTRATIVE AGENT AND THEIR RESPECTIVEPREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (EACH, A “RELEASEDPARTY”) FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, ANDLIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED,FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ARISING ON OR BEFORE THE DATE THIS FOURTHAMENDMENT IS EXECUTED, WHICH BORROWER OR ANY LOAN PARTY MAY NOW HAVE AGAINST ANY RELEASED PARTY, IFANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW ORREGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “OBLIGATIONS”, INCLUDING, WITHOUT LIMITATION, ANYCONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THEHIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENTOR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS FOURTH AMENDMENT.**     6. REFERENCE TO THE CREDIT AGREEMENT.     (a) Upon and during the effectiveness of this Fourth Amendment, each reference inthe Credit Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be areference to the Credit Agreement, as affected by this Fourth Amendment.     (b) Except as expressly set forth herein, this Fourth Amendment shall not byimplication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights orremedies of the Administrative Agent or the Lenders under the Credit Agreement or any of the otherLoan Documents, and shall not alter, modify, amend, or in any way affect the terms, conditions,obligations, covenants, or agreements contained in the Credit Agreement or the other LoanDocuments, all of which are hereby ratified and affirmed in all respects and shall continue in fullforce and effect.     7. COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs andexpenses of the Administrative Agent in connection with the preparation, reproduction, executionand delivery of this Fourth Amendment and the other instruments and documents to be deliveredhereunder.     8. EXECUTION IN COUNTERPARTS. This Fourth Amendment may be executed in anynumber of counterparts and by different parties hereto in separate counterparts, each of which whenso executed and delivered shall be deemed to be an original and all of which when taken togethershall constitute but one and the same instrument. For purposes of this Fourth Amendment, acounterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto tothe Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is tobe treated as an original. The signature of such Person thereon, for purposes hereof, is to beconsidered as an original signature, and the counterpart (or signature page thereto) so transmittedis to be considered to have the same binding effect as an original signature on an originaldocument.     9. GOVERNING LAW; BINDING EFFECT. This Fourth Amendment shall be governedby and construed in accordance with the laws of the State of Texas (without giving effect toconflict of laws) and the United States of America, and shall be binding upon the Borrower and eachLender and their respective successors and assigns.
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     10. HEADINGS. Section headings in this Fourth Amendment are included hereinfor convenience of reference only and shall not constitute a part of this Fourth Amendment for anyother purpose.     11. **ENTIRE AGREEMENT****. THE CREDIT AGREEMENT, AS AMENDED BY THIS FOURTHAMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THESUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.**
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     IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the datefirst above written.      DYNAMEX INC.