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Debt to EBITDA would have resulted in higher pricing for such period, the Borrowershall immediately and retroactively be obligated to pay to the Administrative Agent for theaccount of the applicable Lenders or the Issuing Bank, as the case may be, promptly ondemand by the Administrative Agent (or, after the occurrence of an actual or deemed entry ofan order for relief with respect to the Borrower under the Bankruptcy Code of the UnitedStates, automatically and without further action by the Administrative Agent, any Lender orthe Issuing Bank), an amount equal to the excess of the amount of interest and fees thatshould have been paid for such period over the amount of interest and fees actually paid forsuch period. This paragraph shall not limit the rights of the Administrative Agent, anyLender or the Issuing Bank, as the case may be, under any other provisions of thisAgreement. The Borrower’s obligations under this paragraph shall survive the termination ofthe Commitments and the repayment of all other Obligations hereunder.     (b) The definition of “Commitment” set forth in Section 1.1 of the CreditAgreement is hereby amended to read as follows:     “Commitment” means, as to any Lender, the obligation of such Lender to makeLoans and incur or participate in Letter of Credit Liabilities hereunder in an aggregateprincipal amount at any one time outstanding up to but not exceeding the amount set forthopposite the name of such Lender on the signature pages hereto (or any amendment to theCredit Agreement) under the heading “Commitment” or, if such Lender is a party to anAssignment and Acceptance, the amount of the “Commitment” set forth in the most recentAssignment and Acceptance of such Lender, as the same may be reduced or terminated pursuantto Section 2.12 or 11.2, and “Commitments” means such obligations ofall Lenders. As of the Seventh Amendment Effective Date, the aggregate principal amount ofthe Commitment is $40,000,000.     (c) The definition of “Eurodollar Rate” set forth in Section 1.1 of the CreditAgreement is hereby amended to read as follows:     “Eurodollar Rate” means, for any Interest Period with respect to a EurodollarRate Loan, the rate per annum to the British Bankers Association LIBOR Rate (“BBALIBOR”), as published by Reuters (or other commercially available source providingquotations of BBA LIBOR as designated by the Administrative Agent from time to time) atapproximately 11:00 a.m., London time, two Business Days prior to the commencement of suchInterest Period, for Dollar deposits (for delivery on the first day of such Interest Period)with a term equivalent to such Interest Period. If such rate is not available at such timefor any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate perannum determined by the Administrative Agent to be the rate at which deposits in Dollars fordelivery on the first day of such Interest Period in same day funds in the approximateamount of the Eurodollar Rate Loan being made, continued or converted by Bank of America andwith a term equivalent to such Interest Period would be offered by Bank of America’s LondonBranch to major banks in the London interbank eurodollar market at their request atapproximately 11:00 a.m. (London time) two business Days prior to the commencement of suchInterest Period.
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     (d) The definition of “Fixed Charge Coverage Ratio” set forth in Section 1.1of the Credit Agreement is hereby amended to read as follows:     “Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) the sumof the following (without duplication) for the Borrower and its Subsidiaries for such perioddetermined on a consolidated basis in accordance with GAAP: (i) Net Income, plus(ii) Interest Expense, plus (iii) income and franchise taxes to the extent deductedin determining Net Income, plus (iv) depreciation and amortization expense and othernon-cash items to the extent deducted in determining Net Income, minus (v) non-cashincome to the extent included in determining Net Income, minus (vi) taxes paid incash, minus (vii) Capital Expenditures, minus (viii) Dividends to (b) theFixed Charges of the Borrower and its Subsidiaries for such period.     (e) The definition of “Fixed Charges” set forth in Section 1.1 of the CreditAgreement is hereby amended to read as follows:     “Fixed Charges” means, for any period, the sum of the following for theBorrower and its Subsidiaries for such period determined on a consolidated basis inaccordance with GAAP: (a) Interest Expense, plus (b) scheduled principal paymentsof Debt, plus (c) an amount equal to 20% of the aggregate amount of Revolving Loansand Letter of Credit Liabilities outstanding on the last day of such period.     (f) The definition of “Maturity Date” set forth in Section 1.1 of the CreditAgreement is hereby amended to read as follows:     “Maturity Date” means July 31, 2013.     (g) The definition of “Restricted Payments” set forth in Section 1.1 of theCredit Agreement is hereby amended to read as follows:     “Restricted Payment” means (a) any Dividend; (b) any redemption, conversion,exchange, retirement, sinking fund or similar payment, purchase or other acquisition forvalue, direct or indirect, of any shares of any class of Capital Stock of the Borrower orany of its Subsidiaries now or hereafter outstanding (specifically including, withoutlimitation, a Treasury Stock Purchase); (c) any loan, advance or payment to any officer,director or shareholder of the Borrower or any of its Subsidiaries (other than a shareholderconsisting of the Borrower or a Subsidiary of the Borrower), exclusive of reasonablecompensation paid to officers or directors in the ordinary course of business; and (d) anypayment made to retire, or to obtain the surrender of, any outstanding warrants, options orother rights to acquire shares of any class of Capital Stock of the Borrower or any of itsSubsidiaries now or hereafter outstanding.     (h) The defined term “Seventh Amendment” is hereby added to Section 1.1 of theCredit Agreement in proper alphabetical order to read as follows:     “Seventh Amendment” means that certain Seventh Amendment to Credit Agreement,dated as of September 17, 2008, among the Borrower, the Lender and the Administrative Agent.
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     (i) The defined term “Seventh Amendment Effective Date” is hereby added to Section1.1 of the Credit Agreement in proper alphabetical order to read as follows:     “Seventh Amendment Effective Date” means the date that all of the conditions toeffectiveness set forth in Section 3 of the Seventh Amendment have been satisfied.     (j) The definitions of “Permitted Subordinated Debt”, “Subordinated Debt”, and“Subordinated Debt Documents” are hereby deleted from Section 1.1 of the CreditAgreement.     (k) Section 8.1(g) of the Credit Agreement is hereby amended to read as follows:     (g) Notice of Default. As soon as possible and in any event immediately upon(i) any Loan Party’s knowledge of the occurrence of any Default a written notice settingforth the details of such Default and the action that such Loan Party has taken and proposesto take with respect thereto;     (l) Section 8.9 of the Credit Agreement is hereby amended to read as follows:     8.9 Compliance with Agreements. Each of the Loan Parties will, and will causeeach of its Subsidiaries to, comply with all agreements, documents and instruments bindingon it or affecting its Properties or business, except for instances of noncompliance thatcould not have, individually or in the aggregate, a Material Adverse Effect.     (m) Section 9.1(b) of the Credit Agreement is hereby amended to read as follows:     (b) [Intentionally Omitted.]     (n) Section 9.4(a) of the Credit Agreement is hereby amended to read as follows:     (a) subject to the subordination provisions relating thereto, Subsidiaries of theBorrower may make payments of principal and interest accrued on subordinated intercompanyDebt which is permitted to be incurred in accordance with Section 9.1(c) if and tothe extent (but only if and to the extent) that such payments are permitted by the terms ofthe documents governing such subordinated intercompany Debt, which terms have been expresslyapproved in writing by the Administrative Agent.     (o) Section 9.4(g) of the Credit Agreement is hereby amended to read as follows:     (g) the Borrower may make Treasury Stock Purchases, provided that after giving effectto any such Treasury Stock Purchases, the ratio of Funded Debt to EBITDA, on a pro formabasis, shall be less than or equal to 1.50 to 1.00.     (p) Section 9.13 of the Credit Agreement is hereby amended to read as follows:     Section 9.13 Modification of Other Agreements. Each of the Loan Parties willnot, and will not permit any of its Subsidiaries to, consent to or implement anytermination, amendment, modification, supplement or waiver of (a) the Acquisition
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Documents, (b) the certificate or articles of incorporation or bylaws (or analogousconstitutional documents) of the Borrower or any of its Subsidiaries, or (c) any otherMaterial Contract to which it is a party or any Permit which it possesses; provided,however, that the Borrower and its Subsidiaries may amend or modify (i) thedocuments referred to in clause (b) preceding if and to the extent that suchamendment or modification is not substantive or material and could not be adverse to theAdministrative Agent or the Lenders and (ii) the Material Contracts referred to inclause (c) preceding if and to the extent that such amendment or modification couldnot reasonably be expected to be materially adverse to the Borrower and its Subsidiaries orthe Administrative Agent and the Lenders.     (q) Section 10.3 of the Credit Agreement is hereby amended to read as follows:     10.3 Minimum Fixed Charge Coverage Ratio. The Borrower and its Subsidiarieswill not permit the Fixed Charge Coverage Ratio calculated as of the end of each fiscalquarter of the Borrower during the periods set forth below for the four fiscal quarters thenended to be less than the ratio of (a) 1.35 to 1.00, from and including October 31, 2008through and including April 30, 2009 and (b) 1.50 to 1.00 from and including July 31, 2009and thereafter.     (r) Sections 11.1(l), (m) and (n) of the Credit Agreement are herebyamended to read as follows:     (l)   [Intentionally Omitted.]     (m) [Intentionally Omitted.]     (n)   [Intentionally Omitted.]     (s) The Compliance Certificate in the form of Exhibit G to the Credit Agreement ishereby amended to be in the form of Exhibit G attached to this Seventh Amendment.     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution anddelivery hereof, the Borrower represents and warrants that, as of the date hereof, after givingeffect to the amendment provided for in Section 1 of this Seventh Amendment:     (a) the representations and warranties contained in the Credit Agreement and the other LoanDocuments are true and correct on and as of the date hereof as made on and as of such date;     (b) no event has occurred and is continuing which constitutes a Default or an Event ofDefault;     (c) (i) the Borrower has full power and authority to execute and deliver this SeventhAmendment and the Replacement Promissory Note for the Lender in the amount of $40,000,000 (the“Replacement Promissory Note”), (ii) this Seventh Amendment and the Replacement PromissoryNote have been duly executed and delivered by the Borrower, and (iii) this Seventh
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Amendment, the Replacement Promissory Note, and the Credit Agreement, as amended hereby,constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance withtheir respective terms, except as enforceability may be limited by applicable debtor relief lawsand by general principles of equity (regardless of whether enforcement is sought in a proceeding inequity or at law) and except as rights to indemnity may be limited by federal or state securitieslaws;     (d) neither the execution, delivery and performance of this Seventh Amendment, the ReplacementPromissory Note or the Credit Agreement, as amended hereby, nor the consummation of anytransactions contemplated herein or therein, will violate any Law or conflict with anyorganizational documents of the Borrower, or any indenture, agreement or other instrument to whichthe Borrower or any of its property is subject; and     (e) no authorization, approval, consent, or other action by, notice to, or filing with, anygovernmental authority or other Person (including the Board of Directors of the Borrower) notpreviously obtained is required for the execution, delivery or performance by the Borrower of thisSeventh Amendment or the Replacement Promissory Note.     3. CONDITIONS OF EFFECTIVENESS. This Seventh Amendment shall be effective as ofSeptember 17, 2008, upon satisfaction of the following conditions:     (a) the representations and warranties set forth in Section 2 of this Seventh Amendment shallbe true and correct;     (b) the Administrative Agent shall have received counterparts of this Seventh Amendmentexecuted by the Lender;     (c) the Administrative Agent shall have received counterparts of this Seventh Amendmentexecuted by the Borrower and acknowledged by each other Loan Party;     (d) the Administrative Agent shall have received (i) a certified resolution of the Board ofDirectors of the Borrower authorizing the execution, delivery and performance of this SeventhAmendment and the Replacement Promissory Note and (ii) certificates of good standing and existence,dated as of a current date, for the Borrower and each other Loan Party;     (e) the Administrative Agent shall have received an opinion of the Borrower’s counsel, in formand substance satisfactory to the Administrative Agent, with respect to matters set forth inSections 2(c), (d) and (e) of this Seventh Amendment and with respect to such other matters asrequested by the Administrative Agent or its counsel; and     (f) the Administrative Agent shall have received in form and substance satisfactory to theAdministrative Agent, such other documents, certificates and instruments as the Lenders shallrequire.     4. LOAN PARTY’S ACKNOWLEDGMENT. By signing below, each Loan Party (a) acknowledges,consents and agrees to the execution, delivery and performance by the Borrower of this SeventhAmendment, (b) acknowledges and agrees that its obligations in respect of the Loan Documents towhich it is a party are not released, diminished, waived,
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modified, impaired or affected in any manner by this Seventh Amendment, or any of theprovisions contemplated herein, and increase of the Commitment provided for in this SeventhAmendment, (c) ratifies and confirms its obligations under the Loan Documents to which it is aparty, and (d) acknowledges and agrees that it has no claim or offsets against, or defenses orcounterclaims to, its obligations under the Loan Documents to which it is a party.     5. **RELEASE****. IN CONSIDERATION OF THE LENDER’S EXECUTION OF THIS SEVENTH AMENDMENT,EACH OF THE LOAN PARTIES, IN EACH CASE ON BEHALF OF ITSELF AND EACH OF THEIR SUCCESSORS AND ASSIGNS(COLLECTIVELY, THE “RELEASORS”), DOES VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE THELENDER, AND ADMINISTRATIVE AGENT AND THEIR RESPECTIVE PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES,AGENTS, SUCCESSORS AND ASSIGNS (EACH, A “RELEASED PARTY”) FROM ALL POSSIBLE CLAIMS, DEMANDS,ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAWOR IN EQUITY, ARISING ON OR BEFORE THE DATE THIS SEVENTH AMENDMENT IS EXECUTED, WHICH BORROWER ORANY LOAN PARTY MAY NOW HAVE AGAINST ANY RELEASED PARTY, IF ANY, AND IRRESPECTIVE OF WHETHER ANYSUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISINGFROM ANY “OBLIGATIONS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THEEXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, ANDNEGOTIATION FOR AND EXECUTION OF THIS SEVENTH AMENDMENT.**     6. REFERENCE TO THE CREDIT AGREEMENT.     (a) Upon and during the effectiveness of this Seventh Amendment, each reference in the CreditAgreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a referenceto the Credit Agreement, as affected by this Seventh Amendment.     (b) Except as expressly set forth herein, this Seventh Amendment shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of theAdministrative Agent or the Lender under the Credit Agreement or any of the other Loan 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 Loan Documents, all ofwhich are hereby ratified and affirmed in all respects and shall continue in full force and effect.     7. COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expensesof the Administrative Agent in connection with the preparation, reproduction, execution anddelivery of this Seventh Amendment and the other instruments and documents to be deliveredhereunder.
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     8. EXECUTION IN COUNTERPARTS. This Seventh Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which when taken together shallconstitute but one and the same instrument. For purposes of this Seventh Amendment, a counterparthereof (or signature page thereto) signed and transmitted by any Person party hereto to theAdministrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to betreated 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 Seventh Amendment shall be governed by andconstrued in accordance with the laws of the State of Texas (without giving effect to conflict oflaws) and the United States of America, and shall be binding upon the Borrower and each Lender andtheir respective successors and assigns.     10. HEADINGS. Section headings in this Seventh Amendment are included herein forconvenience of reference only and shall not constitute a part of this Seventh Amendment for anyother purpose.     11. **ENTIRE AGREEMENT****. THE CREDIT AGREEMENT, AS AMENDED BY THIS SEVENTH AMENDMENT, ANDTHE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTERTHEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENTORAL AGREEMENTS BETWEEN THE PARTIES.**
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     IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment as of the datefirst above written.      DYNAMEX INC.