<PAGE>
                                                                   EXHIBIT 10.14


                                CREDIT AGREEMENT
                           dated as of March 2, 2004,

                                  by and among
                                  DYNAMEX INC.
                                   as Borrower
                                       and
                          DYNAMEX OPERATIONS EAST, INC.
                          DYNAMEX OPERATIONS WEST, INC.
                        ROAD RUNNER TRANSPORTATION, INC.
                     NEW YORK DOCUMENT EXCHANGE CORPORATION
                     DYNAMEX DEDICATED FLEET SERVICES, INC.
                          DYNAMEX CANADA HOLDINGS, INC.
                                       and
                        DYNAMEX PROVINCIAL COURIERS, INC.
                        as Loan Parties and/or Guarantors
                                       and
                              BANK OF AMERICA, N.A.
                      as Administrative Agent and a Lender


                      $30,000,000 REVOLVING CREDIT FACILITY


<PAGE>

                                TABLE OF CONTENTS
<table>
<caption>
                                                                                                               Page
<S>                   <C>                                                                                      <C>
ARTICLE 1             Definitions.................................................................................3
   Section 1.1        Definitions, etc............................................................................3
   Section 1.2        Other Definitional Provisions..............................................................31
   Section 1.3        Accounting Terms and Determinations........................................................31
   Section 1.4        Financial Covenants and Reporting..........................................................31

ARTICLE 2             Loans......................................................................................32
   Section 2.1        Commitments................................................................................32
   Section 2.2        Notes......................................................................................32
   Section 2.3        Repayment of Loans.........................................................................33
   Section 2.4        Interest...................................................................................33
   Section 2.5        Borrowing Procedure........................................................................33
   Section 2.6        Optional Prepayments, Conversions and Continuations of Loans...............................34
   Section 2.7        Minimum Amounts............................................................................34
   Section 2.8        Certain Notices............................................................................34
   Section 2.9        Use of Proceeds............................................................................35
   Section 2.10       Fees.......................................................................................35
   Section 2.11       Computations...............................................................................35
   Section 2.12       Termination or Reduction of Commitments....................................................35
   Section 2.13       Letters of Credit..........................................................................36
   Section 2.14       Mandatory Prepayments......................................................................39

ARTICLE 3             Payments...................................................................................40
   Section 3.1        Method of Payment..........................................................................40
   Section 3.2        Pro Rata Treatment.........................................................................40
   Section 3.3        Sharing of Payments, Etc...................................................................41
   Section 3.4        Non-Receipt of Funds by the Administrative Agent...........................................41
   Section 3.5        Taxes......................................................................................42
   Section 3.6        Withholding Tax Exemption..................................................................43
   Section 3.7        Reinstatement of Obligations...............................................................43

ARTICLE 4             Yield Protection and Illegality............................................................44
   Section 4.1        Additional Costs...........................................................................44
   Section 4.2        Limitation on Types of Loans...............................................................45
   Section 4.3        Illegality.................................................................................45
   Section 4.4        Treatment of Affected Loans................................................................46
   Section 4.5        Compensation...............................................................................46
   Section 4.6        Capital Adequacy...........................................................................46
   Section 4.7        Additional Interest on Eurodollar Loans....................................................47

ARTICLE 5             Security...................................................................................47
   Section 5.1        Collateral.................................................................................47
</table>

CREDIT AGREEMENT - Page i
<PAGE>

<table>
<caption>
   <S>                <C>                                                                                        <C>
   Section 5.2        Guaranties.................................................................................48
   Section 5.3        New Subsidiaries; New Issuances of Capital Stock...........................................49
   Section 5.4        Mortgaged Properties; Landlord Subordinations or Waivers...................................50
   Section 5.5        Release of Collateral......................................................................51
   Section 5.6        Setoff.....................................................................................51
   Section 5.7        Further Assurances.........................................................................52
   Section 5.8        Guaranties of Canadian Subsidiaries........................................................52
   Section 5.9        Consents to Security Interest in Material Contracts........................................52

ARTICLE 6             Conditions Precedent.......................................................................53
   Section 6.1        Initial Extension of Credit................................................................53
   Section 6.2        All Extensions of Credit...................................................................57
   Section 6.3        Closing Certificates.......................................................................57

ARTICLE 7             Representations and Warranties.............................................................58
   Section 7.1        Corporate Existence........................................................................58
   Section 7.2        Financial Statements.......................................................................58
   Section 7.3        Corporate Action; No Breach................................................................58
   Section 7.4        Operation of Business......................................................................59
   Section 7.5        Intellectual Property......................................................................59
   Section 7.6        Litigation and Judgments...................................................................59
   Section 7.7        Rights in Properties; Liens................................................................59
   Section 7.8        Enforceability.............................................................................60
   Section 7.9        Approvals..................................................................................60
   Section 7.10       Debt.......................................................................................60
   Section 7.11       Taxes......................................................................................60
   Section 7.12       Margin Securities..........................................................................61
   Section 7.13       ERISA; Canadian Plans......................................................................61
   Section 7.14       Disclosure.................................................................................62
   Section 7.15       Capitalization; Subsidiaries...............................................................62
   Section 7.16       Agreements.................................................................................63
   Section 7.17       Compliance with Laws.......................................................................63
   Section 7.18       Investment Company Act.....................................................................63
   Section 7.19       Public Utility Holding Company Act.........................................................63
   Section 7.20       Environmental Matters......................................................................63
   Section 7.21       Labor Disputes and Acts of God.............................................................65
   Section 7.22       Material Contracts.........................................................................65
   Section 7.23       Bank Accounts..............................................................................65
   Section 7.24       Outstanding Securities.....................................................................65
   Section 7.25       Related Transactions Documents.............................................................65
   Section 7.26       Solvency...................................................................................67
   Section 7.27       Employee Matters...........................................................................67
   Section 7.28       Insurance..................................................................................67
   Section 7.29       Common Enterprise..........................................................................67
   Section 7.30       Chief Executive Offices and Principal Places of Business...................................67
   Section 7.31       Letter Agreement; No Default...............................................................67
</table>

CREDIT AGREEMENT - Page ii

<PAGE>

<TABLE>
<CAPTION>
<S>                   <C>                                                                                        <C>
ARTICLE 8             Affirmative Covenants......................................................................68
   Section 8.1        Reporting Requirements.....................................................................68
   Section 8.2        Maintenance of Existence; Conduct of Business..............................................72
   Section 8.3        Maintenance of Properties..................................................................72
   Section 8.4        Taxes and Claims...........................................................................72
   Section 8.5        Insurance..................................................................................72
   Section 8.6        Inspection Rights..........................................................................74
   Section 8.7        Keeping Books and Records..................................................................74
   Section 8.8        Compliance with Laws.......................................................................74
   Section 8.9        Compliance with Agreements.................................................................74
   Section 8.10       Further Assurances.........................................................................74
   Section 8.11       ERISA; Canadian Plans......................................................................75
   Section 8.12       Trade Accounts Payable.....................................................................75
   Section 8.13       Unified Cash Management System.............................................................75
   Section 8.14       Indemnifications under Acquisition Documents...............................................75
   Section 8.15       Ownership of Subsidiaries..................................................................75
   Section 8.16       Documentation relating to Future Acquisitions..............................................76
   Section 8.17       Compliance with Certain Agreements.........................................................78

ARTICLE 9             Negative Covenants.........................................................................78
   Section 9.1        Debt.......................................................................................78
   Section 9.2        Limitation on Liens........................................................................79
   Section 9.3        Mergers, Etc...............................................................................80
   Section 9.4        Restricted Payments........................................................................80
   Section 9.5        Investments................................................................................81
   Section 9.6        Limitation on Issuance of Capital Stock of Subsidiaries....................................82
   Section 9.7        Transactions with Affiliates...............................................................83
   Section 9.8        Disposition of Property....................................................................83
   Section 9.9        Sale and Leaseback.........................................................................84
   Section 9.10       Lines of Business..........................................................................84
   Section 9.11       Environmental Protection...................................................................84
   Section 9.12       Intercompany Transactions..................................................................84
   Section 9.13       Modification of Other Agreements...........................................................84
   Section 9.14       Deposit Accounts...........................................................................85
   Section 9.15       ERISA and Canadian Plans...................................................................85
   Section 9.16       Activities of Certain Canadian Subsidiaries................................................85

ARTICLE 10            Financial Covenants........................................................................85
   Section 10.1       Maximum Ratio of Funded Debt to EBITDA.....................................................86
   Section 10.2       Minimum Net Worth..........................................................................86
   Section 10.3       Minimum Fixed Charge Coverage Ratio........................................................86
   Section 10.4       Asset Coverage Ratio.......................................................................86

ARTICLE 11            Default....................................................................................86
   Section 11.1       Events of Default..........................................................................86
   Section 11.2       Remedies...................................................................................90
   Section 11.3       Performance by the Administrative Agent....................................................90
</TABLE>

CREDIT AGREEMENT - Page iii
<PAGE>

<Table>
<Caption>
<S>                   <C>                                                                                        <C>
   Section 11.4       Judgment Currency..........................................................................91
   Section 11.5       Cash Collateral............................................................................91

ARTICLE 12            The Administrative Agent...................................................................91
   Section 12.1       Appointment, Powers and Immunities.........................................................91
   Section 12.2       Rights of Administrative Agent as a Lender.................................................92
   Section 12.3       Defaults...................................................................................92
   Section 12.4       INDEMNIFICATION............................................................................93
   Section 12.5       Independent Credit Decisions...............................................................94
   Section 12.6       Several Commitments........................................................................94
   Section 12.7       Successor Administrative Agent.............................................................94

ARTICLE 13            Miscellaneous..............................................................................95
   Section 13.1       Expenses...................................................................................95
   Section 13.2       INDEMNIFICATION............................................................................95
   Section 13.3       Limitation of Liability....................................................................96
   Section 13.4       No Duty....................................................................................97
   Section 13.5       No Fiduciary Relationship..................................................................97
   Section 13.6       Equitable Relief...........................................................................97
   Section 13.7       No Waiver, Cumulative Remedies.............................................................97
   Section 13.8       Successors and Assigns.....................................................................97
   Section 13.9       Survival..................................................................................101
   Section 13.10      ENTIRE AGREEMENT..........................................................................101
   Section 13.11      Amendments................................................................................101
   Section 13.12      Maximum Interest Rate.....................................................................102
   Section 13.13      Notices...................................................................................103
   Section 13.14      GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS.............................103
   Section 13.15      Counterparts..............................................................................104
   Section 13.16      Severability..............................................................................104
   Section 13.17      Headings..................................................................................104
   Section 13.18      Construction..............................................................................104
   Section 13.19      Independence of Covenants.................................................................104
   Section 13.20      Confidentiality...........................................................................104
   Section 13.21      WAIVER OF JURY TRIAL......................................................................105
   Section 13.22      Approvals and Consent.....................................................................105
   Section 13.23      Agent for Services of Process.............................................................105
   Section 13.24      Joint and Several Obligations.............................................................105
   Section 13.25      Refinancing...............................................................................106
   Section 13.26      Amendment to Letter Agreement.............................................................107

</Table>

CREDIT AGREEMENT - Page iv

<PAGE>

<Table>
<Caption>

                                INDEX TO EXHIBITS
<S>                   <C>                                                                      <C>
Exhibit               Description of Exhibit                                                   Section

A                     Form of Assignment and Acceptance                                           1.1
B                     Form of Joinder Agreement                                                   1.1
C                     Form of Note                                                                1.1
D                     Perfection Certificate                                                      1.1
E                     Form of Notice of Borrowings, Conversions,
                      Continuations, Prepayments, etc.                                            2.8
F                     Form of Withholding Tax Certification                                       3.6
G                     Form of Compliance Certificate                                              8.1(c)


                               INDEX TO SCHEDULES

Schedule              Description of Schedule

1.1(a)                Permitted Liens
1.1(b)                Prior Acquisitions
2.13                  Outstanding Letters of Credit
7.4                   Permits, Franchises, Licenses and Authorizations required by Governmental
                      Requirements or issued by Governmental Authorities
7.6                   Litigation and Judgments
7.7(a)                Ownership of Real Properties or Interests therein
7.7(b)                Ownership of Intellectual Property
7.7(c)                Locations of Places of Business and Material Properties
7.10(a)               Existing Intercompany Debt
7.10(b)               Existing Debt (other than Intercompany Debt)
7.11                  Taxes
7.13                  Plans
7.15                  Capitalization
7.22                  Material Contracts
7.23                  Bank Accounts
7.25                  Certain Approvals and Consents
7.27                  Employee Matters
7.28                  Insurance
7.30                  Chief Executive Offices and Principal Places of Business
9.5                   Investments

</Table>

CREDIT AGREEMENT - Page v

<PAGE>


                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of March 2, 2004, is by and among
DYNAMEX INC., a Delaware corporation (the "Borrower"), DYNAMEX OPERATIONS EAST,
INC., a Delaware corporation (successor in interest by merger to U.S.C.
Management Systems, Inc. and Cannonball, Inc.) ("Dynamex East"), DYNAMEX
OPERATIONS WEST, INC., a Delaware corporation ("Dynamex West"), ROAD RUNNER
TRANSPORTATION, INC., a Minnesota corporation ("Road Runner"), NEW YORK DOCUMENT
EXCHANGE CORPORATION, a New York corporation ("NYDEX"), DYNAMEX DEDICATED FLEET
SERVICES, INC., a Delaware corporation ("Fleet Services"), DYNAMEX CANADA
HOLDINGS, INC., a Delaware corporation ("Canada Holdings"), DYNAMEX PROVINCIAL
COURIERS, INC., a Delaware corporation ("Provincial Couriers"), each of the
lending entities which is a party hereto (as evidenced by the signature pages of
this Agreement) or which may from time to time become a party hereto as a lender
or any successor or assignee thereof (individually, a "Lender" and,
collectively, the "Lenders"), and BANK OF AMERICA, N.A., as administrative agent
for itself and the other Lenders (in such capacity, together with its successors
in such capacity, the "Administrative Agent").

                                    RECITALS:

         A. The Borrower owns all of the issued and outstanding Capital Stock of
Dynamex East, Dynamex West, Road Runner, NYDEX, Fleet Services, Canada Holdings
and Provincial Couriers. Canada Holdings owns all of the issued and outstanding
Capital Stock of Dynamex Canada Holdings NS Corp., a Nova Scotia (Canada)
unlimited liability company ("Holdings NS Corp."), and Provincial Couriers owns
all of the issued and outstanding Capital Stock of Dynamex Provincial Couriers
NS Corp., a Nova Scotia (Canada) unlimited liability company ("Provincial NS
Corp."). Holdings NS Corp. owns 99 percent of the issued and outstanding Capital
Stock of Dynamex Canada Limited Partnership, an Ontario (Canada) limited
partnership ("Dynamex Canada LP"), and Provincial NS Corp. owns the remaining
one percent of the issued and outstanding Capital Stock of Dynamex Canada LP.
Dynamex Canada LP owns all of the issued and outstanding Capital Stock of
Dynamex Canada Corp., a Nova Scotia (Canada) unlimited liability company
("Dynamex Canada"), and Dynamex Canada owns all of the issued and outstanding
Capital Stock of Alpine Enterprises Ltd., a Manitoba (Canada) corporation
("Alpine").

         B. Pursuant to that certain Credit Agreement dated as of December 15,
1995, by and among Dynamex and certain of its Subsidiaries and Bank of America,
individually as a lender and as administrative agent (the "Original Agreement"),
Bank of America extended certain credit facilities to the Borrower and its
Subsidiaries.

         C. Pursuant to that certain Amended and Restated Credit Agreement dated
as of July 5, 1996, by and among Dynamex and certain of its Subsidiaries and
Bank of America, individually as a lender and as administrative agent (the
"First Restated Agreement"), the Original Agreement was amended and restated and
Bank of America extended a revolving credit/term loan facility to the Borrower
and its Subsidiaries.


CREDIT AGREEMENT - Page 1
<PAGE>


         D. Pursuant to that certain Second Amended and Restated Credit
Agreement dated as of August 26, 1997, by and among Dynamex and certain of its
Subsidiaries, Bank of America, individually as a lender and as administrative
agent, BankBoston, N.A., individually as a lender and as co-administrative
agent, Creditanstalt-Bankverein, individually as a lender and as
co-administrative agent, and The Bank of Nova Scotia (the "Second Restated
Agreement"), the First Restated Agreement was amended and restated and the
lenders thereunder extended a $75,000,000 revolving credit facility to the
Borrower and its Subsidiaries. Pursuant to that certain First Amendment to
Second Amended and Restated Credit Agreement dated as of May 5, 1998, the
parties to the Second Restated Agreement amended the Second Restated Agreement
to, among other things, increase the maximum aggregate principal amount of such
credit facility to $115,000,000. Pursuant to that certain Second Amendment to
Second Amended and Restated Credit Agreement dated as of January 31, 1999, the
parties to the Second Restated Agreement amended the Second Restated Agreement
to, among other things, decrease the maximum aggregate principal amount of such
credit facility to $65,000,000. Pursuant to that certain Third Amendment to
Second Amended and Restated Credit Agreement dated as of June 28, 2000, the
parties to the Second Restated Agreement amended the Second Restated Agreement
to, among other things, decrease the maximum aggregate principal amount of such
credit facility to $51,734,000. Pursuant to that certain Fourth Amendment to
Second Amended and Restated Credit Agreement dated as of July 31, 2000, the
parties to the Second Restated Agreement amended the Second Restated Agreement
to, among other things, provide that $32,234,000 of the then outstanding
principal amount of such revolving credit facility be repaid in installments
prior to the final maturity date of such revolving credit facility and decrease
the maximum aggregate principal amount of such credit facility which may be
borrowed, repaid and reborrowed to $19,500,000.

         E. Subsequent to July 5, 1996, the Borrower and/or its Subsidiaries
consummated various stock and asset acquisitions, in certain cases, with
proceeds of loans made by Bank of America pursuant to the First Restated
Agreement and/or the Second Restated Agreement, and the Borrower and/or its
Subsidiaries consummated various mergers and wind-ups of the entities acquired
pursuant to such acquisitions.

         F. Pursuant to that certain letter agreement by and among the Borrower
and its Subsidiaries, the Lenders party thereto and the Administrative Agent
dated as of October 26, 2001 (the "Letter Agreement"), the ownership interests
of Dynamex Canada Inc. were restructured resulting in the formation of Canada
Holdings, Provincial Couriers, Holdings NS Corp., Provincial NS Corp. and
Dynamex Canada LP, and Dynamex Canada Inc. was amalgamated with a Nova Scotia
unlimited liability company to form Dynamex Canada Corp. In addition, pursuant
to paragraph 2(e) of the Letter Agreement, the Borrower prepaid the principal of
the term loan portion of the facility in the amount of $5,000,000.

         G. Pursuant to that certain Third Amended and Restated Credit Agreement
dated as of November 9, 2001, Dynamex and certain of its Subsidiaries, Bank of
America, individually and as administrative agent and Bank One, NA, as
syndication agent (the "Third Restated Agreement"), the Second Restated
Agreement was amended and restated and the lenders thereto extended a revolving
credit/term loan facility to the Borrower and its Subsidiaries. The Third
Restated Agreement was thereafter amended by that certain First Amendment to
Third Amended and Restated Credit Agreement dated as of September 27, 2002, that
certain Second Amendment


CREDIT AGREEMENT - Page 2
<PAGE>

to Third Amended and Restated Credit Agreement dated as of October 4, 2002 and
that certain Third Amendment to Third Amended and Restated Credit Agreement
dated as of May 30, 2003. The Third Restated Agreement as so amended is
hereinafter called the "Existing Agreement".

         H. The Borrower and its Subsidiaries, the Lenders identified on the
signature pages of this Agreement and the Administrative Agent desire to enter
into this Agreement for the purposes of, among other things, refinancing all
amounts outstanding under the Existing Agreement effective as of the Closing
Date and providing a $30,000,000 revolving credit facility to the Borrower.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:

                                   ARTICLE 1

                                  Definitions

         Section 1.1 Definitions, etc. As used in this Agreement, the following
terms shall have the following meanings:

         "ABR" means, at any time, the greater of (a) the Prime Rate then in
effect or (b) the Federal Funds Rate then in effect plus one-half of one percent
(0.50%). Each change in any interest rate provided for herein based upon the
Prime Rate or the Federal Funds Rate resulting from a change in the Prime Rate
or the Federal Funds Rate, respectively, shall take effect without notice to the
Borrower at the time of such change in the Prime Rate or the Federal Funds Rate,
respectively.

         "ABR Loans" means Loans that bear interest at rates based upon the ABR.

         "Acquired Entity" means any Person whose Capital Stock is acquired in
connection with any Future Acquisition.

         "Acquisition Agreements" means any and all agreements, documents,
instruments and certificates evidencing or governing any one or more of the
Acquisitions.

         "Acquisition Documents" means the Acquisition Agreements and any and
all other material agreements, documents, instruments and certificates executed
and/or delivered in connection with or pursuant to the Acquisition Agreements.

         "Acquisitions" means the Prior Acquisitions and the Future
Acquisitions.

         "Additional Costs" means as specified in Section 4.1(a).

         "Adjusted Eurodollar Rate" means, for any Eurodollar Loan for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/16 of one percent) determined by the Administrative Agent to be
equal to (a) the Eurodollar Rate for such Eurodollar Loan for such Interest
Period divided by (b) one minus the Reserve Requirement for such Eurodollar Loan
for such Interest Period.


CREDIT AGREEMENT - Page 3

<PAGE>

         "Administrative Agent" means as specified in the introductory paragraph
of this Agreement.

         "Affiliate" means, as to any Person (the "subject Person"), any other
Person (a) that directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with, the subject
Person; (b) that directly or indirectly beneficially owns or holds ten percent
or more of any class of voting Capital Stock of the subject Person; or (c) ten
percent or more of the voting Capital Stock of which is directly or indirectly
beneficially owned or held by the subject Person. The term "control" means the
possession, directly or indirectly, of the power to direct or cause direction of
the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise; provided, however, in no event shall the
Administrative Agent or any Lender be deemed an Affiliate of the Borrower or any
of its Subsidiaries.

         "Aggregate Percentage" means, as to any Lender and as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the sum of the amount of the outstanding Commitment of such Lender (or, if
such Commitment has terminated or expired, the outstanding principal amount of
the Revolving Loans and Letter of Credit Liabilities of such Lender) and the
denominator of which is the sum of the aggregate amount of the outstanding
Commitments of all Lenders (or, if such Commitments have terminated or expired,
the aggregate outstanding principal amount of the Revolving Loans and Letter of
Credit Liabilities of all Lenders).

         "Agreement" means this Credit Agreement and any and all amendments,
modifications, supplements, renewals, extensions, restatements or replacements
hereof.

         "Alpine" means as specified in Recital A of this Agreement.

         "Applicable Lending Office" means for each Lender and each Type of
Loan, the Lending Office of such Lender (or an Affiliate of such Lender)
designated for such Type of Loan below its name on the signature pages hereof
(or, with respect to a Lender that becomes a party to this Agreement pursuant to
an assignment made in accordance with Section 13.8, in the Assignment and
Acceptance executed by it) or such other office of such Lender (or an Affiliate
of such Lender) as such Lender may from time to time specify to the Borrower and
the Administrative Agent as the office by which its Loans of such Type are to be
made and maintained.

         "Applicable Margin" means the following percentages per annum, based
upon the ratio of Funded Debt to EBITDA as set forth in the most recent
Compliance Certificate received by the Administrative Agent pursuant to Section
8.1(c):

<Table>
<Caption>
           PRICING                                               COMMITMENT           EURODOLLAR LOANS        ABR
            LEVEL       RATIO OF FUNDED DEBT TO EBITDA               FEE             LETTERS OF CREDIT       LOANS
         ------------- -------------------------------------- ------------------- ------------------------ ----------

         <S>           <C>                                          <C>                    <C>               <C>
             1         Less than 1.00 to 1.00                       0.250                  1.250             0.000


             2         Greater than or equal to 1.00 to             0.250                  1.500             0.000
                       1.00 but less than 1.50 to 1.00


             3         Greater than or equal to 1.50 to 1.00        0.375                  1.750             0.000
</Table>


CREDIT AGREEMENT - Page 4
<PAGE>

Any increase or decrease in the Applicable Margin resulting from a change in the
ratio of Funded Debt to EBITDA shall become effective as of the first Business
Day immediately following the end of the compliance period for which a
Compliance Certificate is delivered pursuant to Section 8.1(c); provided,
however, that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Level 3 shall apply as of the first
Business Day after the date on which such Compliance Certificate was required to
be have been delivered. The Applicable Margin from and after the Closing Date
through the date on which another Pricing Level would otherwise be in effect
based on the Compliance Certificate of the Borrower shall be Pricing Level 2.

         "Asset Disposition" means the disposition of any or all of the Property
(other than sales of Inventory in the ordinary course of business and the grant
of a Lien as security) of the Borrower or any of its Subsidiaries, whether by
sale, lease, transfer, assignment, condemnation or otherwise, but excluding any
involuntary disposition resulting from casualty damage to Property.

         "Assignee" means as specified in Section 13.8(b).

         "Assigning Lender" means as specified in Section 13.8(b).

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and its Assignee and accepted by the Administrative Agent
pursuant to Section 13.8(e), in substantially the form of Exhibit A hereto.

         "Availability Period" means any Business Day from the date hereof until
the day immediately preceding the Maturity Date on which the following condition
has been met: (a) from the Closing Date to July 30, 2004, Funded Debt is less
than or equal to 110% of Eligible Receivables (in Dollars) of the Borrower and
its Subsidiaries, (b) from July 31, 2004 through January 30, 2005, Funded Debt
is less than or equal to 100% of Eligible Receivables (in Dollars) of the
Borrower and its Subsidiaries, (c) from January 31, 2005 and thereafter, Funded
Debt is less than or equal to 90% of Eligible Receivables (in Dollars) of the
Borrower and its Subsidiaries, with, in each case, Eligible Receivables
determined as of the end of each fiscal quarter for the most recently available
quarterly financial statements.

         "Bank of America" means Bank of America, N.A..

         "Bankruptcy Code" means as specified in Section 11.l(e).

         "Basle Accord" means the proposals for risk-based capital framework
described by the Basle Committee on Banking Regulations and Supervisory
Practices in its paper entitled "International Convergence of Capital
Measurement and Capital Standards" dated July 1988, as amended, supplemented and
otherwise modified and in effect from time to time, or any replacement thereof.


CREDIT AGREEMENT - Page 5
<PAGE>


         "Borrower" means as specified in the introductory paragraph of this
Agreement.

         "Business Day" means (a) any day on which commercial banks are not
authorized or required to close in Dallas, Texas or New York, New York, and (b)
with respect to all borrowings, payments, Conversions, Continuations, Interest
Periods and notices in connection with Eurodollar Loans, any day which is a
Business Day described in clause (a) above and which is also a day on which the
relevant international financial markets are open for the transaction of
business contemplated by this Agreement in London, England and New York, New
York.

         "Calculation Date" means the date occurring each quarter during the
term of this Agreement which is 15 days after the date on which quarterly
financial statements of the Borrower and its Subsidiaries are required by
Section 8.1(b) to be delivered to the Administrative Agent (or, if such date is
not a Business Day, the next succeeding Business Day).

         "Canada Holdings" means as specified in the introductory paragraph of
this Agreement.

         "Canadian Pension Authority" means any federal or provincial pension
regulator having jurisdiction over any Canadian Pension Plan.

         "Canadian Pension and Benefits Law" means any federal or provincial
legislation or regulations applicable to any Canadian Plan including, without
limitation, any pension benefits or tax legislation or regulations.

         "Canadian Pension Plan" means any pension or retirement plan, written
or unwritten, registered or unregistered, maintained or contributed to for any
Canadian employee or former employee of any Canadian Subsidiary or any Loan
Party currently or at any time within the six years immediately preceding the
Closing Date.

         "Canadian Plan" means any pension, retirement, profit sharing, stock
option, stock purchase, stock bonus, severance, bonus, incentive, deferred
compensation, supplemental unemployment, health, welfare, dental, disability,
life insurance or other plan, program or arrangement maintained for any Canadian
employee of any Canadian Subsidiary or any Loan Party, including any Canadian
Pension Plan.

         "Canadian Subsidiaries" means a Subsidiary of the Borrower which is
incorporated or organized under Canadian law or under the laws of a province of
Canada (including, without limitation, Holdings NS Corp., Provincial NS Corp.,
Dynamex Canada LP, Dynamex Canada and Alpine).

         "Capital Expenditures" means, for any period, expenditures (including
the aggregate amount of Capital Lease Obligations incurred during such period)
made by the Borrower or any of its Subsidiaries to acquire or construct fixed
assets, plant or equipment (including renewals, improvements or replacements,
but excluding repairs) during such period and which, in accordance with GAAP,
are classified as capital expenditures.

         "Capital Lease Obligations" means, as to any Person, the obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal Property, which obligations are
classified as a capital lease on a balance sheet of


CREDIT AGREEMENT - Page 6
<PAGE>

such Person under GAAP. For purposes of this Agreement, the amount of such
Capital Lease Obligations shall be the capitalized amount thereof, determined in
accordance with GAAP.

         "Capital Stock" means corporate stock and any and all shares,
partnership interests, limited partnership interests, limited liability company
interests, membership interests, equity interests, participations, rights or
other equivalents (however designated) of corporate stock or any of the
foregoing issued by any entity (whether a corporation, a partnership, limited
liability company or another entity).

         "Cdn. Dollars" and "Cdn. $" mean lawful money of Canada

         "Change in Control" means the existence or occurrence, at any time, of
any one or more of the following: (a) any "person" or "group" (each as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than any such
"person" or "group" existing as of March 2, 2004, either (i) becomes the
"beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of voting Capital Stock of the Borrower (or securities convertible
into or exchangeable for such Capital Stock) representing twenty-five percent
(25%) or more of the combined voting power of all voting Capital Stock of the
Borrower (on a fully diluted basis) or (ii) otherwise has the ability, directly
or indirectly, to elect a majority of the board of directors of the Borrower;
(b) any Capital Stock of any Subsidiary of the Borrower is owned, beneficially
or of record, by any Person other than the Borrower or any Wholly-Owned
Subsidiary of the Borrower; (c) individuals who, as of March 2, 2004, constitute
the Board of Directors of the Borrower shall cease for any reason to constitute
at least a majority of the board of directors of the Borrower (provided,
however, that no change in directors shall be deemed to have occurred upon the
death, disability or retirement of an officer of the Borrower or an outside
director of the Borrower who is serving as a director at such time so long as
another officer of the Borrower or another outside director, respectively,
chosen by the then existing directors replaces such Person as a director); or
(d) any Person or two or more Persons acting in concert shall have acquired, by
contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation thereof, will result in its or their acquisition of the
power to exercise, directly or indirectly, a voting control over twenty-five
percent (25%) or more of the voting Capital Stock of the Borrower.

         "Closing Date" means the later to occur of (a) March 2, 2004, the date
of this Agreement, or (b) the initial date upon which all conditions precedent
to the effectiveness of this Agreement set forth in Section 6.1 have been
satisfied (or waived), which Closing Date shall be confirmed in writing by the
Administrative Agent when known.

         "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated and rulings issued thereunder.

         "Collateral" means all Property of any nature whatsoever upon which a
Lien is created or purported to be created by any Loan Document as security for
the Obligations or any portion thereof.

         "Commitment" means, as to any Lender, the obligation of such Lender to
make Loans and incur or participate in Letter of Credit Liabilities hereunder in
an aggregate principal amount


CREDIT AGREEMENT - Page 7
<PAGE>


at any one time outstanding up to but not exceeding the amount set forth
opposite the name of such Lender on the signature pages hereto (or any amendment
to the Credit Agreement) under the heading "Commitment" or, if such Lender is a
party to an Assignment and Acceptance, the amount of the "Commitment" set forth
in the most recent Assignment and Acceptance of such Lender, as the same may be
reduced or terminated pursuant to Section 2.12 or 11.2, and "Commitments" means
such obligations of all Lenders.

         "Commitment Letter" means that certain letter agreement dated as of
February 9, 2004, among Bank of America and the Borrower relating to, among
other things, a senior credit facility to be provided by Bank of America and
other lenders to the Borrower, and any and all amendments, modifications,
supplements, renewals, extensions, restatements or replacements thereof.

         "Commitment Percentage" means, as to any Lender and as of any date of
determination, the percentage equivalent of a fraction, the numerator of which
is the amount of the outstanding Commitment of such Lender (or, if such
Commitment has terminated or expired, the outstanding principal amount of the
Loans and Letter of Credit Liabilities of such Lender) and the denominator of
which is the aggregate amount of the outstanding Commitments of all Lenders (or,
if such Commitments have terminated or expired, the aggregate outstanding
principal amount of the Loans and Letter of Credit Liabilities of all Lenders).

         "Concentration Account" means a concentration deposit account, into
which all proceeds of Collateral shall be deposited, which is maintained by the
Borrower or its Subsidiaries (as applicable) with a bank selected by the
Borrower or such Subsidiary and reasonably acceptable to the Administrative
Agent, and "Concentration Accounts" means all of such Concentration Accounts.

         "Continue", "Continuation" and "Continued" shall refer to the
continuation pursuant to Section 2.6 of a Eurodollar Loan as a Eurodollar Loan
of the same Type from one Interest Period to the next Interest Period.

         "Contract Rate" means as specified in Section 13.12(a).

         "Convert", "Conversion" and "Converted" shall refer to a conversion
pursuant to Section 2.6 or Article 4 of one Type of Loan into the other Type of
Loan.

         "Cost of Acquisition" means, with respect to any Acquisition, as of the
date of such Acquisition, the sum of the following (without duplication): (a)
the value of the Capital Stock, warrants or options to acquire Capital Stock of
the Borrower or any of its Subsidiaries to be transferred in connection
therewith (adjusted to give effect to any limitations on transfer of such
Capital Stock, warrants or options), (b) the amount of any cash and the fair
market value of all other Property (excluding Property described in clause (a)
and the unpaid principal amount of any debt instrument) given as consideration,
(c) the amount (determined by using the face amount or the amount payable at
maturity, whichever is greater) of any Debt incurred (without duplication),
assumed or acquired by the Borrower or any of its Subsidiaries in connection
with such Acquisition, (d) all additional purchase price amounts in the form of
earnouts and other contingent obligations that should be recorded on the
financial statements of the Borrower and its Subsidiaries in accordance with
GAAP, (e) all amounts paid in respect of covenants not to compete or consulting
agreements that should be capitalized on financial statements of the Borrower
and its

CREDIT AGREEMENT - Page 8
<PAGE>


Subsidiaries in accordance with GAAP, and (f) the aggregate fair market value of
all other consideration given by the Borrower or any of its Subsidiaries in
connection with such Acquisition.

         "Currency Hedge Agreement" means any currency hedge or exchange
agreement, option or futures contract or other agreement intended to protect
against or manage a Person's exposure to fluctuations in currency exchange
rates.

         "Current Date" means a date occurring no more than 30 days prior to (a)
the Closing Date or (b) such earlier date which is acceptable to the
Administrative Agent.

         "Debt" means as to any Person at any time (without duplication): (a)
all indebtedness, liabilities and obligations of such Person for borrowed money,
(b) all indebtedness, liabilities and obligations of such Person evidenced by
bonds, notes, debentures or other similar instruments, (c) all indebtedness,
liabilities and obligations of such Person to pay the deferred purchase price of
Property or services, except trade accounts payable of such Person arising in
the ordinary course of business that are not past due by more than 90 days, (d)
all Capital Lease Obligations of such Person, (e) all Debt of others Guaranteed
by such Person, (f) all indebtedness, liabilities and obligations secured by a
Lien existing on Property owned by such Person, whether or not the indebtedness,
liabilities or obligations secured thereby have been assumed by such Person or
are non-recourse to such Person, (g) all reimbursement obligations of such
Person in respect of letters of credit, bankers' acceptances, surety or other
bonds and similar instruments, (h) all indebtedness, liabilities and obligations
of such Person to redeem or retire shares of Capital Stock of such Person, (i)
all indebtedness, liabilities and obligations of such Person under Interest Rate
Protection Agreements or Currency Hedge Agreements, and (j) all indebtedness,
liabilities and obligations of such Person in respect of unfunded vested
benefits under any Plan or Canadian Plan.

         "Default" means an Event of Default or the occurrence of an event or
condition which with notice or lapse of time or both would become an Event of
Default.

         "Default Rate" means (a) in respect of any principal of any Loan or any
Reimbursement Obligation at all times during which any Event of Default has
occurred and is continuing, and (b) in respect of any principal of any Loan, any
Reimbursement Obligation or any other amount payable by the Borrower under this
Agreement or any other Loan Document which is not paid when due (whether at
stated maturity, by acceleration or otherwise), a rate per annum during the
period of such Event of Default or during the period commencing on the due date
until such amount is paid in full, respectively, equal to the lesser of (i) the
sum of two percent (2.00%) plus the ABR as in effect from time to time plus the
Applicable Margin for ABR Loans or (ii) the Maximum Rate; provided, however,
that if such Event of Default relates to, or if such amount in default is,
principal of a Eurodollar Loan and the due date is a day other than the last day
of an Interest Period therefor, the "Default Rate" for such principal shall be,
for the period from and including the due date and to but excluding the last day
of the Interest Period therefor, the lesser of (i) the sum of two percent
(2.00%) plus the interest rate for such Eurodollar Loan for such


CREDIT AGREEMENT - Page 9
<PAGE>


Interest Period as provided in clause (ii) of Section 2.4(a) hereof or (ii) the
Maximum Rate and, thereafter, the rate provided for above in this definition.

         "Deposit Account" means a deposit account maintained by the Borrower
with a bank selected by the Borrower and reasonably acceptable to the
Administrative Agent.

         "Dividends" means any dividend or other distribution (whether in cash,
Property or obligations), direct or indirect, on account of (or the setting
apart of money for a sinking or other analogous fund for) any shares of any
class of Capital Stock of the Borrower or any of its Subsidiaries now or
hereafter outstanding, except a dividend payable solely in shares of that class
of stock to the holders of that class.

         "Dollars" and "$" mean lawful money of the U.S.

         "Domestic Subsidiary" means any Subsidiary of the Borrower that is
organized under the laws of any political subdivision of the United States.

         "Dynamex Canada" means as specified in Recital A of this Agreement.

         "Dynamex Canada LP" means as specified in Recital A of this Agreement.

         "Dynamex Common Stock" means the common stock of the Borrower, par
value $0.01 per share

         "Dynamex East" means as specified in the introductory paragraph of this
Agreement.

         "Dynamex West" means as specified in the introductory paragraph of this
Agreement.

         "EBITDA" means, for any period, without duplication, the sum of the
following for the Borrower and its Subsidiaries (or other applicable Person) for
such period determined on a consolidated basis in accordance with GAAP: (a) Net
Income, plus (b) Interest Expense, plus (c) income and franchise taxes to the
extent deducted in determining Net Income, plus (d) depreciation and
amortization expense, plus (e)other non-cash items to the extent deducted in
determining Net Income, minus (f) non-cash income to the extent included in
determining Net Income.

         "Eligible Assignee" means (a) a Lender or any Affiliate of a Lender or
(b) any commercial bank, savings and loan association, savings bank, finance
company, insurance company, pension fund, mutual fund or other financial
institution (whether a corporation, partnership or other entity) or other Person
approved by the Administrative Agent and, unless a Default has occurred and is
continuing at the time any assignment is affected in accordance with Section
13.8, the Borrower, which approval shall not be unreasonably withheld or delayed
by the Administrative Agent or the Borrower; provided, however, that neither the
Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee.

         "Eligible Receivables" means, at any date of determination, without
duplication, the aggregate of each Receivable owned by the Borrower or any
Subsidiary of the Borrower, created in the ordinary course of business which
satisfies each of the following conditions:


CREDIT AGREEMENT - Page 10
<PAGE>


         (a) Such Receivable complies with all applicable Governmental
Requirements, including, without limitation to the extent applicable, usury
laws, the Federal Truth in Lending Act and Regulation Z of the Board of
Governors of the Federal Reserve System and similar Canadian laws;

         (b) Such Receivable, at the date of issuance of its invoice, (i) was
payable not more than 30 days after the original date of issuance of the invoice
therefor or (ii) was payable more than 30 days and not more than 60 days after
the original date of issuance of the invoice therefor and was payable by an
account debtor and pursuant to terms approved by the Administrative Agent in
writing;

         (c) Such Receivable has not been outstanding for more than 60 days past
the original date of invoice;

         (d) Such Receivable represents a legal, valid and binding payment
obligation of the account debtor enforceable in accordance with its terms and
arising from an enforceable contract, the performance of which contract, insofar
as it relates to such Receivable, has been completed by the Borrower or one of
its Subsidiaries (as applicable);

         (e) Such Receivable does not arise from the sale of any Inventory on a
bill-and hold, guaranteed sale, sale-or-return, sale on approval, consignment or
any other repurchase or return basis;

         (f) The Borrower or one of its Subsidiaries (as applicable) has good
and indefeasible title to such Receivable, the Administrative Agent holds a
perfected first priority Lien on such Receivable pursuant to the Security
Documents (unless such Receivable is owned by a Subsidiary organized under the
laws of Canada or a province thereof), and such Receivable is not subject to any
Liens except Liens in favor of the Administrative Agent pursuant to the Loan
Documents;

         (g) Such Receivable does not arise out of a contract with, or an order
from, an account debtor that, by its terms (other than terms which are invalid
under applicable law), prohibits or makes void or unenforceable the grant of a
security interest to the Administrative Agent in and to such Receivable;

         (h) The amount of such Receivable included in Eligible Receivables is
not subject to any setoff, counterclaim, defense, dispute, recoupment or
adjustment other than normal discounts for prompt payment offered in the
ordinary course of business, and control over collection of such Receivable has
not been contractually relinquished to an attorney, collection agency or other
third party;

         (i) The account debtor with respect to such Receivable is not (i) in
the judgment of the Administrative Agent in the exercise of its discretion in
good faith, unable to pay such Receivable due to such account debtor's financial
condition or performance and (ii) is not insolvent or the subject of any
bankruptcy or insolvency proceeding and has not made an assignment for the
benefit of creditors, suspended normal business operations, dissolved,
liquidated, terminated its existence, ceased to pay


CREDIT AGREEMENT - Page 11
<PAGE>


its debts as they become due or suffered a receiver or trustee to be appointed
for any of its assets or affairs;

         (j) Such Receivable is not evidenced by chattel paper or instruments
unless the Lien on such chattel paper or instrument is a perfected first
priority Lien on such chattel paper or instrument in favor of the Administrative
Agent pursuant to the Security Documents;

         (k) The account debtor has not returned or refused to retain, or
otherwise notified such Borrower or any of its Subsidiaries of any dispute
concerning, or claimed nonconformity of, any of the Inventory or services
relating to such Receivable;

         (l) Such Receivable is not owed by an Affiliate of any Borrower or one
of its Subsidiaries (as applicable);

         (m) Such Receivable is payable in Dollars or Cdn. Dollars by the
account debtor;

         (n) The account debtor with respect to such Receivable is not domiciled
in or organized under the laws of any country other than the U.S. or Canada;

         (o) Such Receivable is not owed by an account debtor as to which more
than twenty percent of the aggregate balances then outstanding on all
Receivables owed by such account debtor thereon and/or its Affiliates to the
Borrower or one of its Subsidiaries (as applicable) are more than 90 days past
the original date of invoice; provided, that if a single invoice causes the
outstanding Receivables from an account debtor that are over 90 days past due to
be greater than twenty percent of the aggregate Receivables owed by such account
debtor, but such Receivables from such invoice otherwise are "Eligible
Receivables" but for this clause (o) or clause (c) of the definition, then only
such Receivables from such invoice will be excluded in determining "Eligible
Receivables";

         (p) The account debtor with respect to such Receivable is not the U.S.
or any state thereof, Canada or any province thereof or any department, agency
or instrumentality of any of the foregoing, unless, with respect to the Lien on
such Receivable in favor of the Administrative Agent, the Federal Assignment of
Claims Act of 1940, as amended, or the state equivalent thereof (with respect to
the U.S. or any state thereof or any department, agency or instrumentality
thereof) or the Financial Administration Act (Canada), as amended, or the
Canadian provincial equivalent thereof (with respect to Canada or any province
thereof or any department, agency or instrumentality thereof), as amended and as
may be applicable, shall have been complied with as the same relates to such
Receivable;

         (q) The account debtor with respect to such Receivable is not located
in New Jersey, Minnesota, West Virginia or any other state or province denying
creditors access to its courts in the absence of a notice of business activities
report or other similar filing, unless Borrower or one of its Subsidiaries (as
applicable) has either qualified as a foreign corporation authorized to transact
business in such state or province or has filed a notice


CREDIT AGREEMENT - Page 12

<PAGE>

of business activities report or similar appropriate filing with the applicable
state agency for the then-current year;

                  (r) Such Receivable is not owed by an account debtor (other
         than Sears or Office Depot) as to which the aggregate of all
         Receivables owing by such account debtor or an Affiliate of such
         account debtor exceeds ten percent of the aggregate of all Receivables
         at such date, provided that an amount of Receivables owing by such
         account debtor that do not exceed ten percent of the aggregate of all
         Receivables at such date shall not be excluded pursuant to this clause
         (r); and

                  (s) Such Receivable is not otherwise deemed "ineligible" for
         borrowing purposes by the Administrative Agent in the exercise of its
         reasonable discretion in good faith.

The amount of the Eligible Receivables owed by an account debtor to the Borrower
or one of it Subsidiaries (as applicable) shall be net of, and shall be reduced
by (if and to the extent not already so reduced by virtue of the preceding
clauses of this definition), the amount of all contra accounts, reserves,
credits, rebates and (subject to the proviso below) other indebtedness,
liabilities or obligations owed by the Borrower or one of its Subsidiaries (as
applicable) to such account debtor; provided, however, that the existence of any
such other indebtedness, liabilities or obligations owed by such Borrower to
such account debtor shall not, in and of itself, reduce the amount of Eligible
Receivables owed by such account debtor by the amount of such other
indebtedness, liabilities or obligations (for purposes of this sentence or
clause (h) preceding of this definition) except to the extent that such other
indebtedness, liabilities or obligations are then due.

         "Environmental Law" means any federal, state, provincial, local or
foreign law, statute, code or ordinance, principle of common law, rule or
regulation, as well as any Permit, order, decree, judgment or injunction issued,
promulgated, approved or entered thereunder, relating to pollution or the
protection, cleanup or restoration of the environment or natural resources, or
to the public health or safety, or otherwise governing the generation, use,
handling, collection, treatment, storage, transportation, recovery, recycling,
discharge or disposal of Hazardous Materials, including, without limitation as
to U.S. laws, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq., the Superfund Amendment
and Reauthorization Act of 1986, 99-499, 100 Stat. 1613, the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., the
Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq., the Clean Air
Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251
et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C.
Section 11001 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7
U.S.C. Section 136 et seq., and the Toxic Substances Control Act, 15 U.S.C.
Section 2601 et seq., and any state or local counterparts.

         "Environmental Liabilities" means, as to any Person, all liabilities,
obligations, responsibilities, Remedial Actions, losses, damages, punitive
damages, consequential damages, treble damages, costs and expenses (including,
without limitation, all reasonable fees, disbursements and expenses of counsel,
expert and consulting fees and costs of investigation and feasibility studies),
fines, penalties, sanctions and interest incurred as a result of any claim or


CREDIT AGREEMENT - Page 13
<PAGE>


demand, by any Person, whether based in contract, tort, implied or express
warranty, strict liability or criminal, penal or civil statute, including,
without limitation, any Environmental Law Permit, order or agreement with any
Governmental Authority or other Person, arising from environmental, health or
safety conditions or the Release or threatened Release of a Hazardous Material
into the environment.

         "Equity Issuance" means any issuance by the Borrower of any Capital
Stock of the Borrower.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereunder.

         "ERISA Affiliate" means any corporation or trade or business which is a
member of a group of entities, organizations or employers of which a Loan Party
is also a member and which is treated as a single employer within the meaning of
Sections 414(b), (c), (m) or (o) of the Code.

         "Eurodollar Loans" means Loans that bear interest at rates based upon
the Eurodollar Rate and the Adjusted Eurodollar Rate.

         "Eurodollar Rate" means, for any Eurodollar Loan for any Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as
the London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "Eurodollar Rate" shall mean, for any Eurodollar
Loan for any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period; provided, however, if more
than one rate is specified on Reuters Screen LIBO Page, the applicable rate
shall be the arithmetic mean of all such rates (rounded upwards, if necessary,
to the nearest 1/100 of 1%).

         "Event of Default" has the meaning specified in Section 11.1.

         "Excess Insurance Proceeds" means any and all proceeds of any Insurance
Recovery which the Borrower or its Subsidiary (as applicable) (a) has elected to
not apply to the repair, construction or replacement of the Property affected or
to the purchase of other, similar Property for use in its business or (b) has
not both (i) elected to apply to the repair, construction or replacement of the
Property affected or to the purchase of other, similar Property for use in its
business within 90 days of the event giving rise to the Insurance Recovery and
(ii) actually applied to such repair, construction, replacement or purchase (A)
within 180 days after the earliest to occur of the receipt of such proceeds by
the Borrower, any of its Subsidiaries or the Administrative Agent, with respect
to an Insurance Recovery relating to other than real Property, or (B) commencing
within 180 days after the earliest to occur of the receipt of such proceeds by
the Borrower, any of its Subsidiaries or the Administrative Agent and continuing
in a reasonably prompt and diligent fashion thereafter, with respect to an
Insurance Recovery relating to real Property.


CREDIT AGREEMENT - Page 14

<PAGE>


         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder.

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower under this Agreement, (a) income or franchise taxes
imposed on (or measured by) its net income by the U.S., or by the jurisdiction
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its Applicable Lending
Office is located, and (b) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under this Agreement), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender's failure to comply
with Section 3.6, except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 3.5.

         "Existing Agreement" means as specified in Recital G of this Agreement.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest one-sixteenth of one percent (1/16 of 1%))
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (a) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day and (b) if such
rate is not so published on such next succeeding Business Day, the Federal Funds
Rate for any day shall be the average rate which would be charged to the
Reference Lender on such day on such transactions as determined by the
Administrative Agent.

         "First Restated Agreement" means as specified in Recital C of this
Agreement.

         "Fixed Charge Coverage Ratio" means, for any period, the ratio of (a)
the sum of the following (without duplication) for the Borrower and its
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP: (i) Net Income, plus (ii) Interest Expense, plus (iii) income and
franchise taxes to the extent deducted in determining Net Income, plus (iv)
depreciation and amortization expense and other non-cash items to the extent
deducted in determining Net Income, minus (v) non-cash income to the extent
included in determining Net Income, plus (vi) Lease Expense, minus (vii) Capital
Expenditures, minus (viii) Dividends, minus (ix) Treasury Stock Purchases to (b)
the Fixed Charges of the Borrower and its Subsidiaries for such period.

         "Fixed Charges" means, for any period, the sum of the following for the
Borrower and its Subsidiaries for such period determined on a consolidated basis
in accordance with GAAP: (a) Interest Expense, plus (b) taxes paid in cash, (c)
scheduled principal payments of Debt, plus (d) Lease Expense.


CREDIT AGREEMENT - Page 15

<PAGE>

         "Fleet Services" means as specified in the introductory paragraph of
this Agreement.

         "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than the U.S., any State thereof or the District of Columbia.

         "Funded Debt" means, at any particular time, the aggregate amount of
all Debt of the Borrower and its Subsidiaries determined on a consolidated basis
in accordance with GAAP, exclusive of (i) Debt referred to in clauses (e) and
(j) of the definition of such term if and to the extent (but only if and to the
extent) that such Debt is not included on the consolidated balance sheet of the
Borrower and its Subsidiaries, and (ii) Debt referred to in clause (f) of the
definition of such term if and to the extent that such Debt is non-recourse to
the Borrower and its Subsidiaries.

         "Future Acquisitions" means any and all purchases or acquisitions by
the Borrower or any of its Subsidiaries, on or after the Closing Date, of all or
a material or substantial part of the Capital Stock or business or Properties of
another Person other than the Borrower or any of its Subsidiaries prior to such
Acquisition (including, without limitation, by way of merger, consolidation,
amalgamation or wind-up).

         "GAAP" means generally accepted accounting principles, applied on a
consistent basis, as set forth in Opinions of the Accounting Principles Board of
the American Institute of Certified Public Accountants and/or in statements of
the Financial Accounting Standards Board and/or their respective successors and
which are applicable in the circumstances as of the date in question. Accounting
principles are applied on a "consistent basis" when the accounting principles
applied in a current period are comparable in all material respects to those
accounting principles applied in a preceding period.

         "Gain Recognition Agreement" means that certain Consent To Extend the
Time To Assess Tax Under Section 367- Gain Recognition Agreement on IRS Form
8838 executed by the Borrower and dated as of November 6, 2001.

         "Governmental Authority" means any nation or government, any state,
provincial or political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Governmental Requirement" means any law, statute, code, ordinance,
order, rule, regulation, judgment, decree, injunction, franchise, Permit,
certificate, license, authorization or other directive or requirement of any
federal, state, county, municipal, parish, provincial or other Governmental
Authority or any department, commission, board, court, agency or any other
instrumentality of any of them.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any indebtedness, liability or obligation, direct or indirect,
contingent or otherwise, of such Person (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Debt or other obligation
(whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay or
to maintain financial statement conditions or otherwise) or (b) entered


CREDIT AGREEMENT - Page 16

<PAGE>

into for the purpose of assuring in any other manner the obligee of such Debt or
other indebtedness, liability or obligation as to the payment thereof or to
protect the obligee against loss in respect thereof (in whole or in part),
provided that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning. The amount of any Guarantee shall be deemed to
be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee is made or, if not stated or
determinable, the maximum anticipated liability in respect thereof (assuming
such Person is required to perform thereunder).

         "Guaranties" means the Guaranty Agreements in form and substance
satisfactory to the Administrative Agent executed by each of the Subsidiaries of
the Borrower, other than the Canadian Subsidiaries, and any other Loan Party
(one executed by each such Loan Party), dated March 2, 2004, in favor of the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders, and any Guaranty Agreement executed pursuant to Article 5 hereof, and
any and all amendments, modifications, supplements, renewals, extensions,
restatements or replacements thereof.

         "Hazardous Material" means any substance, product, liquid, waste,
pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid
matter, organic or inorganic matter, fuel, micro-organisms, ray, odor,
radiation, energy, vector, plasma, constituent or material which (a) is or
becomes listed, regulated or addressed under any Environmental Law or (b) is, or
is deemed to be, alone or in any combination, hazardous, hazardous waste, toxic,
a pollutant, a deleterious substance, a contaminant or a source of pollution or
contamination under any Environmental Law, including, without limitation,
asbestos, petroleum, underground storage tanks (whether empty or containing any
substance) and polychlorinated biphenyls.

         "Holdings NS Corp." means as specified in Recital A of this Agreement.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnity, Subrogation and Contribution Agreement" means an Indemnity,
Subrogation and Contribution Agreement among the Loan Parties and the
Administrative Agent in form and substance satisfactory to the Administrative
Agent, and any and all amendments, modifications, supplements, renewals,
extensions, restatements or replacements thereof.

         "Intellectual Property" means any U.S., Canadian or foreign patents,
patent applications, trademarks, trade names, service marks, brand names, logos
and other trade designations (including unregistered names and marks), trademark
and service mark registrations and applications, copyrights and copyright
registrations and applications, inventions, invention disclosures, protected
formulae, formulations, processes, methods, trade secrets, computer software,
computer programs and source codes, manufacturing research and similar technical
information, engineering know-how, customer and supplier information, assembly
and test data drawings or royalty rights.

         "Interest Expense" means, for any period, all interest on Debt of the
Borrower and its Subsidiaries (or other applicable Person) paid or accrued
during such period, including the interest portion of payments under Capital
Lease Obligations; provided, however, for purposes of


CREDIT AGREEMENT - Page 17

<PAGE>


determining compliance with the financial covenants set forth in Section 10.3,
Interest Expense (in computing Fixed Charges) shall exclude interest payable in
kind or in other securities of the obligor other than cash or cash equivalents.

         "Interest Period" means, with respect to any Eurodollar Loan, each
period commencing on the date such Loan is made or Converted from an ABR Loan or
(if Continued) the last day of the next preceding Interest Period with respect
to such Loan, and ending on the numerically corresponding day in the first,
second or third calendar month thereafter, as the Borrower may select as
provided in Section 2.8 hereof, except that each such Interest Period which
commences on the last Business Day of a calendar month (or on any day for which
there is no numerically corresponding day in the subsequent calendar month)
shall end on the last Business Day of the subsequent calendar month.
Notwithstanding the foregoing: (a) each Interest Period which would otherwise
end on a day which is not a Business Day shall end on the next succeeding
Business Day (or, if such succeeding Business Day falls in the next succeeding
calendar month, on the next preceding Business Day); (b) any Interest Period
which would otherwise extend beyond the Maturity Date shall end on the Maturity
Date; (c) no more than five Interest Periods for Eurodollar Loans shall be in
effect at the same time; (d) no Interest Period shall have a duration of less
than one month and, if the Interest Period for any Eurodollar Loans would
otherwise be a shorter period, such Loans shall not be available hereunder; and
(e) no Interest Period for a Loan may commence before and end after any
principal repayment date unless, after giving effect thereto, the aggregate
principal amount of the Eurodollar Loans having Interest Periods that end after
such principal payment date shall be equal to or less than the amount of the
applicable Loans scheduled to be outstanding hereunder after such principal
payment date.

         "Interest Rate Protection Agreements" means, with respect to any
Person, an interest rate swap, cap or collar agreement or similar arrangement
between such Person and one or more Lenders that are parties to this Agreement
(or Affiliates of such Lenders) providing for the transfer or mitigation of
interest rate risks either generally or under specified contingencies.

         "Inventory" means all inventory now owned or hereafter acquired by the
Borrower or any of its Subsidiaries wherever located and whether or not in
transit, which is or may at any time be held for sale or lease, or furnished
under any contract (exclusive of leases of real Property) for service or held as
raw materials, work in process, or supplies or materials used or consumed in the
business of the Borrower or any of its Subsidiaries.

         "Investments" means as specified in Section 9.5.

         "Issuing Bank" means Bank of America or such other Lender which is a
commercial bank as the Borrower and Bank of America may mutually designate from
time to time which agrees to be the issuer of such Letter of Credit.

         "Joinder Agreement" means a Joinder Agreement in substantially the form
of Exhibit B hereto.

         "Lease Expense" means, for any period, the lease expense of the
Borrower and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP, and includes, without limitation, expenses under
Operating Leases.


CREDIT AGREEMENT - Page 18

<PAGE>


         "Lender" and "Lenders" means as specified in the introductory paragraph
of this Agreement.

         "Letter Agreement" means as specified in Recital F of this Agreement.

         "Letter of Credit" means any standby letter of credit (a) issued from
time to time by the Issuing Bank for the account of the Borrower pursuant to
this Agreement or (b) issued pursuant to the Original Agreement, the First
Restated Agreement, the Second Restated Agreement or the Existing Agreement
which is outstanding as of the Closing Date.

         "Letter of Credit Agreement" means, with respect to each Letter of
Credit to be issued by the Issuing Bank therefor, the letter of credit
application and reimbursement agreement which such Issuing Bank requires to be
executed by the Borrower in connection with the issuance of such Letter of
Credit.

         "Letter of Credit Liabilities" means, at any time, the aggregate
undrawn face amount of all outstanding Letters of Credit and all unreimbursed
drawings under Letters of Credit.

         "Lien" means any lien, mortgage, security interest, tax lien, financing
statement, pledge, charge, hypothecation or other encumbrance of any kind or
nature whatsoever (including, without limitation, any conditional sale or title
retention agreement), whether arising by contract, operation of law or
otherwise.

         "Loan Documents" means this Agreement, the Notes, the Security
Documents, the Indemnity, Subrogation and Contribution Agreement, the
Administrative Agent's Letter, the Letters of Credit, the Letter of Credit
Agreements, the Joinder Agreements, any Interest Rate Protection Agreement or
Currency Hedge Agreement between the Borrower or any of its Subsidiaries and any
Lender or any Affiliate of a Lender, and all other agreements, documents and/or
instruments now or hereafter executed and/or delivered pursuant to or in
connection with any of the foregoing, and any and all amendments, modifications,
supplements, renewals, extensions, restatements or replacements thereof.

         "Loan Party" means (a) the Borrower, Dynamex East, Dynamex West, Road
Runner, NYDEX, Fleet Services, Canada Holdings, and Provincial Couriers, (b)
each of the Domestic Subsidiaries of the Borrower (whether existing on or after
the Closing Date, including, without limitation, each Acquired Entity) and (c)
any other Person who is or becomes a party to any agreement, document or
instrument that Guarantees or secures payment or performance of the Obligations
or any part thereof.

         "Loans" means Revolving Loans, and "Loan" means any of such Revolving
Loans.

         "Material Adverse Effect" means any material adverse effect, or the
occurrence of any event or the existence of any condition that could reasonably
be expected to have a material adverse effect, on (a) the prospects, business or
financial condition or performance of the Borrower and its Subsidiaries, taken
as a whole, or of the Borrower, Dynamex East, Dynamex West, Road Runner, NYDEX
or Fleet Services on an individual basis, (b) the prospects, business or
financial condition or performance of the Canadian Subsidiaries, taken as a
whole, or of Dynamex Canada and its Subsidiaries, taken as a whole, or of
Dynamex Canada on an individual


CREDIT AGREEMENT - Page 19

<PAGE>


basis, (c) the ability of the Borrower to pay and perform the Obligations when
due, or (d) the validity or enforceability of (i) any of the Loan Documents,
(ii) any Lien created or purported to be created by any of the Loan Documents or
the required priority of any such Lien, or (iii) the rights and remedies of the
Administrative Agent or the Lenders under any of the Loan Documents.

         "Material Contracts" means, as to any Person, any supply, purchase,
service, employment, tax, indemnity, shareholder or other agreement or contract
for which the aggregate amount or value of services performed or to be performed
for or by, or funds or other Property transferred or to be transferred to or by,
such Person or any of its Subsidiaries party to such agreement or contract, or
by which such Person or any of its Subsidiaries or any of their respective
Properties are otherwise bound under the terms thereof, during any fiscal year
of the Borrower exceeds $250,000 or Cdn. $300,000, and any and all amendments,
modifications, supplements, renewals or restatements thereof, and, in any event,
the term "Material Contracts" includes those agreements and contracts described
on Schedule 7.22 attached hereto.

         "Maturity Date" means November 30, 2007.

         "Maximum Rate" means, with respect to any Lender, the maximum
non-usurious interest rate, if any, that any time or from time to time may be
contracted for, taken, reserved, charged or received with respect to the
particular Obligations as to which such rate is to be determined, payable to
such Lender pursuant to this Agreement or any other Loan Document, under laws
applicable to such Lender which are presently in effect or, to the extent
allowed by law, under such applicable laws which may hereafter be in effect and
which allow a higher maximum non-usurious interest rate than applicable laws now
allow. The Maximum Rate shall be calculated in a manner that takes into account
any and all fees, payments and other charges in respect of the Loan Documents
that constitute interest under applicable law. Each change in any interest rate
provided for herein based upon the Maximum Rate resulting from a change in the
Maximum Rate shall take effect without notice to the Borrower at the time of
such change in the Maximum Rate. For purposes of determining the Maximum Rate
under the Laws of the State of Texas, the indicated rate ceiling shall be the
lesser of (a)(i) the "weekly ceiling", as that expression is defined in Section
303.003 of the Texas Finance Code, as amended, or (ii) if available in
accordance with the terms thereof and at the Administrative Agent's option after
notice to the Borrower and otherwise in accordance with the terms of Section
303.103 of the Texas Finance Code, as amended, the "annualized ceiling" and
(b)(i) if the amount outstanding under this Agreement is less than $250,000,
twenty-four percent (24%), or (ii) if the amount under this Agreement is equal
to or greater than $250,000, twenty-eight percent (28%) per annum; provided,
however, that, to the extent permitted by applicable law, the Administrative
Agent shall have the right to change the applicable rate ceiling from time to
time in accordance with applicable law.

         "Mortgaged Properties" means, collectively, any real Properties or
interests therein which become or are required to become subject to Mortgages
pursuant to Section 5.4 hereof.

         "Mortgages" means any (if any) deed of trusts, leasehold deeds of
trust, mortgages, leasehold mortgages, collateral assignments of leases and
other real estate security documents executed and delivered pursuant to this
Agreement by the Borrower or any of its Subsidiaries or


CREDIT AGREEMENT - Page 20

<PAGE>


any other Loan Party in favor of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders with respect to any Mortgaged Property, and
any and all amendments, modifications, supplements, renewals, restatements or
replacements thereof.

         "Multiemployer Plan" means a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by or are required
from any Loan Party or any ERISA Affiliate since 1974 and which is covered by
Title IV of ERISA.

         "Net Income" means, for any period, the net income (or loss) of the
Borrower and its Subsidiaries (or other applicable Person) for such period,
determined on a consolidated basis in accordance with GAAP, but excluding (for
all purposes other than compliance with Section 10.2) as income (a) net gains on
the sale, conversion or other disposition of capital assets, (b) net gains on
the acquisition, retirement, sale or other disposition of Capital Stock and
other securities of the Borrower or its Subsidiaries, (c) net gains on the
collection of proceeds of life insurance policies, and (d) any write-up of any
asset.

         "Net Proceeds" means, with respect to any Asset Disposition, (a) the
gross amount of cash received by the Borrower or any of its Subsidiaries from
such Asset Disposition, minus (b) the amount, if any, of all taxes paid or
payable by the Borrower or any of its Subsidiaries directly resulting from such
Asset Disposition (including the amount, if any, estimated by the Borrower in
good faith at the time of such Asset Disposition for taxes payable by the
Borrower or any of its Subsidiaries on or measured by net income or gain
resulting from such Asset Disposition), minus (c) the reasonable out-of-pocket
costs and expenses incurred by the Borrower or such Subsidiary in connection
with such Asset Disposition (including reasonable brokerage fees paid to a
Person other than an Affiliate of the Borrower) excluding any fees or expenses
paid to an Affiliate of the Borrower, minus (d) amounts applied to the repayment
of indebtedness (other than the Obligations) secured by any Permitted Lien (if
any) on the Property subject to the Asset Disposition. "Net Proceeds" with
respect to any Asset Disposition shall also include proceeds (after deducting
any amounts specified in clauses (b), (c) and (d) of the preceding sentence) of
insurance with respect to any actual or constructive loss of Property, an agreed
or compromised loss of Property or the taking of any Property under the power of
eminent domain and condemnation awards and awards in lieu of condemnation for
the taking of Property under the power of eminent domain, except such proceeds
and awards as are released to and used by the Borrower or any of its
Subsidiaries in accordance with Section 8.5. "Net Proceeds" means, with respect
to any Equity Issuance, (i) the gross amount of cash or cash equivalents plus
the gross value of all other consideration received from such Equity Issuance,
exclusive of the proceeds of sales of Capital Stock of the Borrower to employees
or directors of the Borrower or its Subsidiaries in connection with the
provision of compensation or benefits to such employees or directors for their
activities as such, minus (ii) the out-of-pocket costs and expenses incurred by
the Borrower in connection with such Equity Issuance (including any underwriting
fees paid to a Person) excluding any fees or expenses paid to an Affiliate of
the Borrower which are in excess of those that would be paid or payable in
connection with an arms' length transaction with a Person who is not an
Affiliate of the Borrower.

         "Net Worth" means, at any particular time, all amounts which, in
conformity with GAAP, would be included as stockholders' equity on a
consolidated balance sheet of the Borrower and its Subsidiaries minus any
additions made for currency translation adjustments.


CREDIT AGREEMENT - Page 21

<PAGE>


         "Notes" means the Promissory Notes, in the form of Exhibit C hereto,
made by the Borrower evidencing the Loans and any and all amendments,
modifications, supplements, renewals, extensions, restatements or replacements
thereof and all substitutions therefor (including promissory notes issued by the
Borrower pursuant to Section 13.8), and "Note" means any of such promissory
note.

         "NYDEX" means as specified in the introductory paragraph of this
Agreement.

         "Obligations" means any and all (a) indebtedness, liabilities and
obligations of the Borrower and the other Loan Parties, or any of them, to the
Administrative Agent, the Issuing Bank and the Lenders, or any of them,
evidenced by and/or arising pursuant to any of the Loan Documents (including,
without limitation, this Agreement, the Notes and the Guaranties), now existing
or hereafter arising, whether direct, indirect, related, unrelated, fixed,
contingent, liquidated, unliquidated, joint, several or joint and several,
including, without limitation, (i) the obligations of the Borrower and the
Guarantors to repay the Loans and the Reimbursement Obligations, to pay interest
on the Loans and the Reimbursement Obligations (including, without limitation,
interest accruing after any, if any, bankruptcy, insolvency, reorganization or
other similar filing) and to pay all fees, indemnities, costs and expenses
(including attorneys' fees) provided for in the Loan Documents and (ii) the
indebtedness constituting the Loans, the Reimbursement Obligations and such
interest, fees, indemnities, costs and expenses, (b) indebtedness, liabilities
and obligations of the Borrower or any of its Subsidiaries under any and all
Interest Rate Protection Agreements and Currency Hedge Agreements that it may
enter into with any Lender or any Affiliate of a Lender with the prior written
consent of the Administrative Agent and the Required Lenders (whether or not
such Lender remains as a Lender after the execution of any such Interest Rate
Protection Agreement or Currency Hedge Agreement, unless the Administrative
Agent and the Required Lenders otherwise provide in connection with or as a
condition to their consent), and (c) indebtedness, liabilities and obligations
of the Borrower or any of its Subsidiaries to any Lender in respect of cash
management, depository accounts (including chargebacks) or similar agreements.

         "Operating Lease" means, with respect to any Person, any lease, rental
or other agreement for the use by that Person of any Property which is not a
Capital Lease Obligation.

         "Office Depot" means Office Depot, Inc., a Delaware corporation.

         "Original Agreement" means as specified in Recital B of this Agreement.

         "Other Taxes" means any and all present or future stamp or documentary
taxes or other excise or property taxes, charges or similar levies arising from
any payment made under any Loan Document or from the execution, delivery,
performance or enforcement of, or otherwise with respect to, any Loan Document;
provided, however, that "Other Taxes" shall not include Excluded Taxes.

         "Outstanding Credit" means, at any particular time, the sum of (a) the
aggregate outstanding principal amount of the Loans plus (b) the Letter of
Credit Liabilities.

         "Payor" means as specified in Section 3.4.


CREDIT AGREEMENT - Page 22

<PAGE>

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to all or any of its functions under ERISA.

         "PBGF" means the Ontario Pension Benefits Guarantee Fund.

         "Pension Plan" means an employee pension benefit plan as defined in
Section 3(2) of ERISA (including a Multiemployer Plan) which is subject to the
funding requirements under Section 302 of ERISA or Section 412 of the Code, in
whole or in part, and which is maintained or contributed to currently or at any
time within the six years immediately preceding the Closing Date or, in the case
of a Multiemployer Plan, at any time since September 2, 1974, by any Borrower or
any ERISA Affiliate for employees of any Borrower or any ERISA Affiliate.

         "Perfection Certificate" means a certificate, in the form of Exhibit D
hereto, appropriately completed, or in any other form approved by the Required
Lenders, executed by the Borrower which certifies as to information relevant to
the creation and perfection of Liens on the Collateral.

         "Peril" means as specified in Section 8.5(a).

         "Permit" means any permit, certificate, approval, order, license or
other authorization.

         "Permitted Acquisition" means any Future Acquisition that complies with
each of the following requirements:

                  (a) such Future Acquisition consists of (i) an acquisition of
         assets in the United States by a Loan Party that is organized under the
         laws of a State of the U.S. or (ii) an acquisition of Capital Stock by
         the Borrower, which Capital Stock has been issued by an entity
         organized under the laws of a State of the U.S. or (iii) an acquisition
         of assets located in Canada or Capital Stock of a Person organized
         under the laws of Canada by any of the Canadian Subsidiaries, provided
         the aggregate Cost of Acquisition paid or payable, in whatever form
         (but exclusive of any trade payables incurred in the ordinary course of
         business to the extent that the aggregate amount of such trade payables
         assumed does not exceed the aggregate amount of accounts receivable
         acquired in connection with such Future Acquisitions) for all such
         Future Acquisitions consummated or proposed to be consummated by all of
         the Canadian Subsidiaries on or after the Closing Date shall not exceed
         $2,500,000;

                  (b) all Future Acquisitions consummated or proposed to be
         consummated on or after January 1, 2004 shall not involve an aggregate
         Cost of Acquisition paid or payable, in whatever form (but exclusive of
         any trade payables incurred in the ordinary course of business to the
         extent that the aggregate amount of such trade payables assumed does
         not exceed the aggregate amount of accounts receivable acquired in
         connection with such Future Acquisitions), in excess of $10,000,000
         unless such Future Acquisition has been approved in writing by the
         Administrative Agent and the Required Lenders;

                  (c) both before and after giving effect to such Future
         Acquisition and the Loans requested to be made in connection therewith,
         no Default exists or will exist and the Borrower shall have represented
         pro forma compliance with the financial covenants


CREDIT AGREEMENT - Page 23

<PAGE>


         contained in Article 10 of this Agreement for the most recent
         twelve-month period and as of the end of the most recent fiscal quarter
         after giving effect to such Future Acquisition;

                  (d) the Loan Parties shall not, as a result of or in
         connection with any such Future Acquisition, assume or incur any
         contingent liabilities (whether relating to environmental, tax,
         litigation or other matters) that could reasonably be expected to
         result in the existence or occurrence of a Material Adverse Effect;

                  (e) if such Future Acquisition involves an acquisition of
         Capital Stock, the Borrower shall acquire and own (and have voting
         control with respect to) at least 90% of each class of the issued and
         outstanding shares of Capital Stock of the Acquired Entity whose
         Capital Stock is being acquired unless a lesser percentage of each such
         class of Capital Stock has been approved in writing by the
         Administrative Agent and the Required Lenders (in which case such
         lesser percentage is being acquired);

                  (f) if such Future Acquisition is effectuated pursuant to a
         merger, consolidation, amalgamation or wind-up, the Borrower (if the
         Borrower is a party thereto) or the Wholly-Owned Subsidiary (if such
         Wholly-Owned Subsidiary is a party thereto and the Borrower is not a
         party thereto) shall be the Person surviving such merger,
         consolidation, amalgamation or wind-up; and

                  (g) such Future Acquisition shall have been approved by all
         requisite corporate (or other applicable entity) action (including,
         without limitation, shareholder or other owner action, if required) of
         the target entity or Acquired Entity (as applicable) required by
         applicable law and shall not have been disapproved or recommended for
         disapproval by the board of directors or analogous governing body of
         such target entity or Acquired Entity (as applicable).

         "Permitted Acquisition Documents" means any and all Acquisition
Documents which relate to any Permitted Acquisition.

         "Permitted Liens" means:

                  (a) Liens disclosed on Schedule 1.1(a) hereto;

                  (b) Liens securing the Obligations in favor of the
         Administrative Agent (for the benefit of the Administrative Agent and
         the Lenders) pursuant to the Loan Documents;

                  (c) Encumbrances consisting of easements, rights-of-way,
         zoning restrictions or other restrictions on the use of real Property
         or, as to the real Property referred to in clause (ii) below only,
         imperfections to title that (i) as to any Mortgaged Property, do not
         (individually or in the aggregate) materially affect the value of the
         Property encumbered thereby or materially impair the ability of the
         Borrower or any of its Subsidiaries to use such Property in its
         businesses, and none of which is violated in any material respect by
         existing or proposed structures or land use, and (ii) as to any real
         Property other than Mortgaged Property, were entered into in the
         ordinary course of business and could not have a Material Adverse
         Effect;


CREDIT AGREEMENT - Page 24

<PAGE>


                  (d) Liens for taxes, assessments or other governmental charges
         that are not delinquent or which are being contested in good faith by
         appropriate proceedings, which proceedings have the effect of
         preventing the forfeiture or sale of the Property subject to such
         Liens, and for which adequate reserves have been established;

                  (e) Liens of mechanics, materialmen, warehousemen, carriers,
         landlords or other similar statutory Liens securing obligations that
         are not yet due and are incurred in the ordinary course of business or
         which are being contested in good faith by appropriate proceedings,
         which proceedings have the effect of preventing the forfeiture or sale
         of the Property subject to such Liens, and for which adequate reserves
         have been established;

                  (f) Liens resulting from good faith deposits to secure payment
         of workmen's compensation or other social security programs or to
         secure the performance of tenders, statutory obligations, surety and
         appeal bonds, bids, contracts (other than for payment of Debt) or
         leases, all in the ordinary course of business;

                  (g) Purchase-money Liens on any Property hereafter acquired or
         the assumption after the Closing Date of any Lien on Property existing
         at the time of such acquisition (and not created in contemplation of
         such acquisition), or a Lien incurred after the Closing Date in
         connection with any conditional sale or other title retention agreement
         or Capital Lease Obligation; provided that:

                           (i) any Property subject to the foregoing is acquired
                  by the Borrower or any of its Subsidiaries in the ordinary
                  course of its respective business and the Lien on the Property
                  attaches concurrently or within 90 days after the acquisition
                  thereof;

                           (ii) the Debt secured by any Lien so created, assumed
                  or existing shall not exceed the lesser of the cost or fair
                  market value at the time of acquisition of the Property
                  covered thereby;

                           (iii) each such Lien shall attach only to the
                  Property so acquired and the proceeds thereof; and

                           (iv) the Debt secured by all such Liens, when
                  aggregated with the Debt secured by all other purchase money
                  Liens at any time outstanding and whenever incurred or
                  created, shall not exceed $500,000 at any time outstanding in
                  the aggregate; and

                  (h) Any extension, renewal or replacement of any of the
         foregoing, provided that Liens permitted hereunder shall not be
         extended or spread to cover any additional indebtedness or Property;

provided, however, that (A) none of the Permitted Liens (except those in favor
of the Administrative Agent) may encumber, attach or relate to the Capital Stock
of or any other ownership interest in the Borrower or any of its Subsidiaries
and (B) none of the Permitted Liens referred to in clause (a) preceding, other
than purchase-money Liens permitted in accordance


CREDIT AGREEMENT - Page 25

<PAGE>


with this Agreement, may have a priority equal or prior to the Liens in favor of
the Administrative Agent as security for the Obligations.

         "Permitted Subordinated Debt" means Debt of the Borrower which meets
all of the following requirements: (a) such Debt is wholly unsecured; and (b)
such Debt is evidenced and governed by agreements, documents and instruments in
form and substance, and containing payment, subordination and other terms and
provisions, which have been wholly approved by the Administrative Agent and the
Required Lenders in writing prior to the incurrence of such Debt.

         "Person" means any individual, corporation, trust, association,
company, partnership, joint venture, limited liability company, Governmental
Authority or other entity.

         "Plan" means any employee benefit plan as defined in Section 3(3) of
ERISA established or maintained or contributed to by any Loan Party or any ERISA
Affiliate, including any Pension Plan.

         "Prime Rate" means, at any time, the rate of interest per annum then
most recently announced or established by Bank of America as its highest
commercial prime rate then in effect, which rate may not be the lowest rate of
interest charged by Bank of America to its commercial borrowers.

         "Principal Office" means the principal office of the Administrative
Agent in Dallas, Texas, presently located at 901 Main Street, 7th Floor, Dallas,
Texas 75202.

         "Prior Acquisitions" means (a) any and all purchases or acquisitions by
the Borrower or any of its Subsidiaries (whether or not such Subsidiaries
currently exist), prior to the Closing Date, of all or a material or substantial
part of the Capital Stock or business or Properties of another Person
(including, without limitation, by way of merger, consolidation, amalgamation or
wind-up), including, without limitation, the purchases or acquisitions of the
Capital Stock or business or Properties of the entities identified on Schedule
1.1(b) hereto consummated after August 26, 1997, and (b) any and all of the
mergers, consolidations, amalgamations and wind-ups of any one or more of such
Persons with or into the Borrower or any of its Subsidiaries (whether or not
such Subsidiaries currently exist).

         "Prior Acquisition Documents" means all Acquisition Documents which
relate to any Prior Acquisition.

         "Prohibited Transaction" means any transaction set forth in Section 406
of ERISA or Section 4975 of the Code.

         "Property" means property or assets of all kinds, real, personal or
mixed, tangible or intangible (including, without limitation, all rights
relating thereto), whether owned or acquired on or after the Closing Date.

         "Provincial Couriers" means as specified in the introductory paragraph
of this Agreement.

         "Provincial NS Corp." means as specified in Recital A of this
Agreement.


CREDIT AGREEMENT - Page 26

<PAGE>


         "Quarterly Date" means the last day of each January, April, July and
October of each year, the first of which shall be April 30, 2004.

         "Receivables" means, as at any date of determination thereof, each and
every "account" as such term is defined in the UCC and includes, without
limitation, the unpaid portion of the obligation, as stated on the respective
invoice, or, if there is no invoice, other writing, of a customer of the
Borrower or any of its Subsidiaries in respect of Inventory sold and shipped or
services rendered by the Borrower or any of its Subsidiaries.

         "Reference Lender" means Bank of America.

         "Register" means as specified in Section 13.8(d).

         "Registered Note" means as specified in Section 2.2(b).

         "Registered Note Register" means as specified in Section 13.8(h).

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as the same may be amended or supplemented from time to
time.

         "Regulatory Change" means, with respect to any Lender, any change after
the Closing Date in any U.S. federal or state, Canadian federal or provincial or
foreign laws or regulations (including Regulation D) or the adoption or making
after such date of any interpretations, directives or requests applying to a
class of lenders including such Lender of or under any U.S. federal or state,
Canadian federal or provincial or foreign laws or regulations (whether or not
having the force of law) by any Governmental Authority charged with the
interpretation or administration thereof.

         "Reimbursement Obligation" means the obligation of the Borrower to
reimburse the Issuing Bank for any drawing under a Letter of Credit.

         "Related Transactions" means, collectively, (a) the Acquisitions, (b)
the execution and delivery of the Related Transactions Documents, (c) the
incorporation, establishment and organization of the Subsidiaries of the
Borrower, and (d) the payment of all fees, costs and expenses associated with
the foregoing.

         "Related Transactions Documents" means the Acquisition Documents and
all other agreements, documents, instruments and certificates executed and/or
delivered pursuant to or in connection with any of the Related Transactions.

         "Release" means, as to any Person, any release, spill, emission,
leaking, pumping, injection, deposit, discharge, disposal, disbursement,
leaching or migration of Hazardous Materials into the indoor or outdoor
environment or into or out of Property owned by such Person, including, without
limitation, the movement of Hazardous Materials through or in the air, soil,
surface water or ground water.

         "Remedial Action" means all actions required to (a) cleanup, remove,
respond to, treat or otherwise address Hazardous Materials in the indoor or
outdoor environment, (b) prevent the


CREDIT AGREEMENT - Page 27

<PAGE>


Release or threat of Release or minimize the further Release of Hazardous
Materials so that they do not migrate or endanger or threaten to endanger public
health or welfare or the indoor or outdoor environment, (c) perform studies and
investigations on the extent and nature of any actual or suspected
contamination, the remedy or remedies to be used or health effects or risks of
such contamination, or (d) perform post-remedial monitoring, care or remedy of a
contaminated site.

         "Reportable Event" means any of the events set forth in Section 4043 of
ERISA.

         "Required Lenders" means, at any date of determination, Lenders having
in the aggregate at least sixty-six and two-thirds percent (66-2/3%) (in Dollar
amount) of the aggregate amount of the outstanding Commitments (or, if such
Commitments have terminated or expired, the aggregate outstanding principal
amount of the Loans and the aggregate Letter of Credit Liabilities).

         "Required Patent" means as specified in Section 3.4.

         "Reserve Requirement" means, for any Eurodollar Loan of any Lender for
any Interest Period therefor, the maximum rate at which reserves (including any
marginal, supplemental or emergency reserves) are required to be maintained
during such Interest Period under any regulations of the Board of Governors of
the Federal Reserve System (or any successor) by such Lender for deposits
exceeding $1,000,000 against "Eurocurrency Liabilities" as such term is used in
Regulation D. Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be maintained by such
Lenders by reason of any Regulatory Change against (a) any category of
liabilities which includes deposits by reference to which the Eurodollar Rate or
the Adjusted Eurodollar Rate is to be determined or (b) any category of
extensions of credit or other assets which include Eurodollar Loans.

         "Responsible Officer" means, as to any Loan Party, the chief financial
officer, chief accounting officer, chief operating officer or chief executive
officer of such Person.

         "Restricted Payment" means (a) any Dividend; (b) any redemption,
conversion, exchange, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of
Capital Stock of the Borrower or any of its Subsidiaries now or hereafter
outstanding (specifically including, without limitation, a Treasury Stock
Purchase); (c) any payment or prepayment of principal of, premium, if any, or
interest on, or any redemption, conversion, exchange, purchase, retirement or
defeasance of, or payment with respect to, any Subordinated Debt; (d) any loan,
advance or payment to any officer, director or shareholder of the Borrower or
any of its Subsidiaries (other than a shareholder consisting of the Borrower or
a Subsidiary of the Borrower), exclusive of reasonable compensation paid to
officers or directors in the ordinary course of business; and (e) any payment
made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire shares of any class of Capital Stock of the Borrower
or any of its Subsidiaries now or hereafter outstanding.

         "Revolving Loans" means as specified in Section 2.1(a).

         "Road Runner" means as specified in the introductory paragraph of this
Agreement.


CREDIT AGREEMENT - Page 28

<PAGE>


         "Sears" means Sears, Roebuck and Co., a New York Corporation.

         "Security Agreements" means security agreements, pledge agreements,
securities pledge agreements, debenture pledge agreements, hypothecs, bank act
security documents, and other agreements, documents or instruments evidencing or
creating a Lien as security for the Obligations or any portion thereof in form
and substance satisfactory to the Administrative Agent executed by the Borrower
and each of its Domestic Subsidiaries and any other Loan Party (one executed by
each such Loan Party unless otherwise agreed by the Administrative Agent and the
Required Lenders), dated March 2, 2004, in favor of the Administrative Agent for
the benefit of the Administrative Agent and the Lenders, and any such agreement,
document or instrument executed pursuant to Article 5 hereof, and any and all
amendments, modifications, supplements, renewals, extensions, restatements or
replacements thereof.

         "Security Documents" means the Guaranties, the Security Agreements, the
Mortgages and the Perfection Certificate, as they may be amended, modified,
supplemented, renewed, extended, restated or replaced from time to time, and any
and all other agreements, deeds of trust, mortgages, chattel mortgages, security
agreements, pledges, guaranties, assignments of proceeds, assignments of income,
assignments of contract rights, assignments of partnership interests,
assignments of royalty interests, assignments of performance or other collateral
assignments, completion or surety bonds, standby agreements, subordination
agreements, undertakings and other agreements, documents, instruments and
financing statements now or hereafter executed and/or delivered by any Loan
Party in connection with or as security or assurance for the payment or
performance of the Obligations or any part thereof.

         "Solvent" means, with respect to any Person as of the date of any
determination, that on such date (a) the fair value of the Property of such
Person (both at fair valuation and at present fair saleable value) is greater
than the total liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair saleable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and other commitments as they
mature in the normal course of business, (d) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature, and (e) such Person is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person's Property would constitute unreasonably
small capital after giving due consideration to current and anticipated future
capital requirements and current and anticipated future business conduct and the
prevailing practice in the industry in which such Person is engaged. In
computing the amount of contingent liabilities at any time, such liabilities
shall be computed at the amount which, in light of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

         "Subordinated Debt" means, at any particular time, any and all other
Debt of the Borrower or any of its Subsidiaries which is subordinated to all or
any portion of the Obligations (including, without limitation, Permitted
Subordinated Debt).


CREDIT AGREEMENT - Page 29

<PAGE>
         "Subordinated Debt Documents" means any and all agreements, documents
and instruments now or hereafter evidencing or governing any Subordinated Debt.

         "Subsidiary" means, with respect to any Person, any corporation or
other entity of which at least a majority of the outstanding shares of stock or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors (or Persons performing similar
functions) of such corporation or entity (irrespective of whether or not at the
time, in the case of a corporation, stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) that is at the time directly or indirectly owned or controlled
by such Person or one or more of its Subsidiaries or by such Person and one or
more of its Subsidiaries.

         "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority (including, without limitation, Excluded Taxes and Other Taxes).

         "Total Debt" means, at any particular time, the aggregate amount of all
Debt of the Borrower and its Subsidiaries determined on a consolidated basis in
accordance with GAAP.

         "Treasury Stock Purchase" means any purchase, redemption, retirement,
cancellation, defeasance or other acquisition (including any sinking fund or
similar deposit for such purpose) by the Borrower or any Subsidiary of its
Capital Stock or any warrants, rights or options to acquire such Capital Stock.

         "Type" means any type of Loan (i.e., an ABR Loan or a Eurodollar Loan).

         "UCC" means the Uniform Commercial Code as in effect in the State of
Texas and/or any other jurisdiction, the laws of which may be applicable to or
in connection with the creation, perfection or priority of any Lien on any
Property created pursuant to any Security Document.

         "Unified Cash Management System" means as specified in Section 8.13.

         "U.S." means the United States of America.

         "U.S. Person" means a citizen or resident of the U.S., a corporation,
partnership or other entity created or organized in or under any laws of the
U.S. or any estate or trust that is subject to U.S. Federal income taxation
regardless of the source of its income.

         "U.S. Subsidiaries" means a Subsidiary of the Borrower which is
incorporated or organized under the laws of the U.S. or under the laws of a
state of the U.S.

         "U.S. Taxes" means any present or future tax, assessment or other
charge or levy imposed by or on behalf of the U.S. or any taxing authority
thereof.

         "Wholly-Owned Subsidiary" means, with respect to any Person, a
Subsidiary of such Person all of whose outstanding Capital Stock (other than
directors' qualifying shares, if any) shall at the time be owned by such Person
and/or one or more of its Wholly-Owned Subsidiaries.


CREDIT AGREEMENT - Page 30

<PAGE>


         Section 1.2 Other Definitional Provisions. All definitions contained in
this Agreement are equally applicable to the singular and plural forms of the
terms defined. The words "hereof", "herein" and "hereunder" and words of similar
import referring to this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement. Unless otherwise specified, all
Article and Section references pertain to this Agreement. Terms used herein that
are defined in the UCC, unless otherwise defined herein, shall have the meanings
specified in the UCC.

         Section 1.3 Accounting Terms and Determinations.

                  (a) All accounting terms not specifically defined herein shall
         be construed in accordance with GAAP (subject to year end adjustments,
         if applicable) consistent with such accounting principles applied in
         the preparation of the audited financial statements referred to in
         Section 7.2(a). All financial information delivered to the
         Administrative Agent pursuant to Section 8.1 shall be prepared in
         accordance with GAAP (subject to year end adjustments, if applicable)
         applied on a basis consistent with such accounting principles applied
         in the preparation of the audited financial statements referred to in
         Section 7.2(a) or in accordance with Section 8.7.

                  (b) The Borrower shall deliver to the Administrative Agent and
         the Lenders, at the same time as the delivery of any annual or
         quarterly financial statement under Section 8.1, (i) a description, in
         reasonable detail, of any material variation between the application of
         GAAP employed in the preparation of the next preceding annual,
         quarterly or monthly financial statements as to which no objection has
         been made in accordance with the last sentence of subsection (a)
         preceding and (ii) reasonable estimates of the difference between such
         statements arising as a consequence thereof.

                  (c) To enable the ready and consistent determination of
         compliance with the covenants set forth in this Agreement (including
         Article 10 hereof), neither the Borrower nor any of its Subsidiaries
         will change the last day of its fiscal year from July 31st or the last
         days of the first three fiscal quarters of the Borrower and its
         Subsidiaries in each of its fiscal years from that existing on the
         Closing Date unless such change is approved by the Required Lenders.

         Section 1.4 Financial Covenants and Reporting. The financial covenants
contained in Article 10 shall be calculated on a consolidated basis for the
Borrower and its Subsidiaries (including, without limitation, the Canadian
Subsidiaries) in accordance with GAAP (subject to appropriate adjustments for
minority interests with respect to Subsidiaries which are not Wholly-Owned
Subsidiaries); provided, however, that the historical financial results of
operations (determined on an historical pro forma basis in form and substance
satisfactory to the Administrative Agent and including any anticipated and
reasonably provable improvements to EBITDA or Net Income consented to by the
Administrative Agent) for the relevant periods attributable to (a) the
Subsidiaries acquired prior to the Closing Date, and (b) with respect to the
purchase or acquisition of all of the Capital Stock of an Acquired Entity or
substantially all of the assets of a Person, in each case as permitted by clause
(ii) of Section 9.3, such Acquired Entity or such assets so acquired, shall be
included (as applicable) in the financial covenants in Article 10.


CREDIT AGREEMENT - Page 31

<PAGE>


                                   ARTICLE 2

                                     Loans

         Section 2.1 Commitments.

                  (a) Loans. Subject to the terms and conditions of this
         Agreement (including, without limitation, Section 2.12), each Lender
         severally agrees to make one or more loans (each such loan, a
         "Revolving Loan") to the Borrower from time to time on any Business Day
         during the Availability Period up to but not exceeding the positive
         remainder of (i) the amount of such Lender's Commitment as then in
         effect, minus (ii) such Lender's Commitment Percentage of the Letter of
         Credit Liabilities then outstanding. Subject to the foregoing
         limitations and the other terms and conditions of this Agreement, the
         Borrower may borrow, repay and reborrow the Loans during (but not
         after) the Availability Period.

                  (b) Continuation and Conversion of Loans. Subject to the terms
         and conditions of this Agreement, the Borrower may borrow the Loans as
         ABR Loans or Eurodollar Loans and, until the Maturity Date, the
         Borrower may Continue Eurodollar Loans or Convert Loans of one Type
         into Loans of the other Type.

                  (c) Lending Offices. Loans of each Type made by each Lender
         shall be made and maintained at such Lender's Applicable Lending Office
         for Loans of such Type.

         Section 2.2 Notes.

                  (a) Generally. The Loans made or to be made or held by each
         Lender shall be evidenced by a single promissory note of the Borrower
         in substantially the form of Exhibit C hereto, dated the Closing Date
         (or such later date on which such Lender becomes a party to this
         Agreement), payable to the order of such Lender in a principal amount
         equal to its Commitment and otherwise duly completed. Each Lender is
         hereby authorized by the Borrower to endorse on a schedule (or a
         continuation thereof) attached to the Note of such Lender, to the
         extent applicable, the date, amount and Type of and the Interest Period
         for each Loan made by such Lender to the Borrower and the amount of
         each payment or prepayment of principal of such Loan received by such
         Lender, provided that any failure by such Lender to make any such
         endorsement shall not affect the obligations of the Borrower under such
         Note or this Agreement in respect of such Loan.

                  (b) Registered Notes. Any Lender that is not a U.S. Person and
         that could become completely exempt from withholding of U.S. Taxes in
         respect of payment of any Obligations due to such Lender hereunder
         relating to any of its Loans if such Loans were in registered form for
         U.S. Federal income tax purposes may request the Borrower (through the
         Administrative Agent), and the Borrower agrees thereupon, to exchange
         such Lender's Note(s) evidencing its Loans for a Note(s) registered as
         provided in Section 13.8(h) hereof (each a "Registered Note").
         Registered Notes may not be exchanged for Notes that are not in
         registered form.


CREDIT AGREEMENT - Page 32

<PAGE>


         Section 2.3 Repayment of Loans. The Borrower shall pay to the
Administrative Agent for the account of each Lender the principal of the Loans
outstanding as of the Maturity Date (and the principal of the Loans outstanding
as of the Maturity Date shall be due and payable) in full on the Maturity Date.

         Section 2.4 Interest.

                  (a) Interest Rate. The Borrower shall pay to the
         Administrative Agent for the account of each Lender interest on the
         unpaid principal amount of each Loan made by such Lender (or deemed
         made by such Lender with respect to a Loan assigned to such Lender
         after the making of such Loan) to the Borrower for the period
         commencing on the date of such Loan to but excluding the date such Loan
         shall be paid in full, at the following rates per annum:

                           (i) during the periods such Loan is an ABR Loan, the
                  lesser of (A) the ABR plus the Applicable Margin or (B) the
                  Maximum Rate; and

                           (ii) during the periods such Loan is a Eurodollar
                  Loan, the lesser of (A) the Eurodollar Rate plus the
                  Applicable Margin or (B) the Maximum Rate.

                  (b) Payment Dates. Accrued interest on the Loans shall be due
         and payable as follows:

                           (i) in the case of ABR Loans, on each Quarterly Date;

                           (ii) in the case of each Eurodollar Loan, on the last
                  day of the Interest Period with respect thereto;

                           (iii) upon the payment or prepayment (whether
                  mandatory or optional) of any Loan or the Conversion of any
                  Loan to a Loan of the other Type (but only on the principal
                  amount so paid, prepaid or Converted); and

                           (iv) on the Maturity Date.

         Section 2.5 Borrowing Procedure. The Borrower shall give the
Administrative Agent notice of each borrowing hereunder in accordance with
Section 2.8. Not later than 11:00 a.m. (Dallas, Texas time) on the date
specified for each borrowing hereunder, each Lender will make available the
amount of the Loan to be made by it on such date to the Administrative Agent, at
the Principal Office, in immediately available funds, for the account of the
Borrower. The amount of each borrowing hereunder so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower by wire transfer of immediately
available funds to the Deposit Account no later than 1:00 p.m. (Dallas, Texas
time); provided, however, that the amount of any borrowing hereunder used to
finance any Future Acquisition may be (at the option of the Administrative Agent
or the Required Lenders) disbursed directly to the sellers thereunder in
accordance with the applicable Acquisition Agreement.


CREDIT AGREEMENT - Page 33


<PAGE>


         Section 2.6 Optional Prepayments, Conversions and Continuations of
Loans. The Borrower shall have the right from time to time to prepay the Loans,
to Convert all or part of a Loan of one Type into a Loan of another Type or to
Continue Eurodollar Loans; provided that: (a) the Borrower shall give the
Administrative Agent notice of each such prepayment, Conversion or Continuation
as provided in Section 2.8, (b) Eurodollar Loans may only be Converted on the
last day of the Interest Period and any prepayment of Eurodollar Loans on any
day other than the last day of the Interest Period shall be subject to payment
of the additional compensation specified in Section 4.5, (c) except for
Conversions of Eurodollar Loans into ABR Loans, no Conversions or Continuations
shall be made while a Default has occurred and is continuing, and (d) optional
prepayments of the Loans shall be applied to the outstanding principal of the
Loans.

         Section 2.7 Minimum Amounts. Except for Conversions and prepayments
pursuant to Article 4, each borrowing, each Conversion and each prepayment of
principal of the Loans shall be in an amount at least equal to $500,000 or an
integral multiple of $500,000 in excess thereof (borrowings, prepayments or
Conversions of or into Loans of different Types or, in the case of Eurodollar
Loans, having different Interest Periods at the same time hereunder shall be
deemed separate borrowings, prepayments and Conversions for purposes of the
foregoing, one for each Type or Interest Period).

         Section 2.8 Certain Notices. Notices by the Borrower to the
Administrative Agent of terminations or reductions of Commitments, of
borrowings, Conversions, Continuations and prepayments of Loans and of the
duration of Interest Periods shall be irrevocable and shall be effective only if
received by the Administrative Agent not later than 11:00 a.m. (Dallas, Texas,
time) on the Business Day prior to the date of the relevant termination,
reduction, borrowing, Conversion, Continuation or prepayment or the first day of
such Interest Period specified below:

 <Table>
 <Caption>
                                                                                            Number of Business Days
                                           Notice                                                    Prior

 <S>                                                                                        <C>
 Terminations or Reductions of Commitments                                                             3
 Borrowings of or Conversions to Loans which are ABR Loans                                             1
 Borrowings of, Conversions to or Continuations of Loans which are Eurodollar Loans                    3
 Prepayments of Loans                                                                                  3

 </Table>

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or prepayment shall specify the Loans to be borrowed,
Converted, Continued or prepaid and the amount (subject to Section 2.7 hereof)
and Type of the Loans to be borrowed, Converted, Continued or prepaid (and, in
the case of a Conversion, the Type of Loans to result from such Conversion) and
the date of borrowing, Conversion, Continuation or prepayment (which shall be a
Business Day). Notices of borrowings, Conversions, Continuations or prepayments
shall be in the form of Exhibit E hereto, appropriately completed as applicable.
Each such notice which includes reference to the duration of an Interest Period
shall specify the Loans to which such Interest Period is to relate. The
Administrative Agent shall promptly notify the Lenders of the contents of each
such notice. In the event the Borrower fails to select the Type of Loan within
the time


CREDIT AGREEMENT - Page 34

<PAGE>


period and otherwise as provided in this Section 2.8, such Loan (if outstanding
as a Eurodollar Loan) will be automatically Converted into an ABR Loan on the
last day of the preceding Interest Period for such Loan or (if outstanding as an
ABR Loan) will remain as, or (if not then outstanding) will be made as, an ABR
Loan. The Borrower may not borrow any Eurodollar Loans, Convert any Loans into
Eurodollar Loans or Continue any Loans as Eurodollar Loans if the interest rate
for such Eurodollar Loans would exceed the Maximum Rate.

         Section 2.9 Use of Proceeds.

                  (a) The Borrower agrees that all proceeds of the Loans and
         Letters of Credit to be made on or after the Closing Date shall be used
         by the Borrower and its Subsidiaries for working capital and general
         corporate purposes in the ordinary course of business and to finance
         acquisitions permitted by this Agreement and Capital Expenditures
         permitted by this Agreement.

                  (b) None of the proceeds of any Loan or Letter of Credit have
         been or will be used to acquire any security in any transaction that is
         subject to Section 13 or 14 of the Exchange Act or to purchase or carry
         any margin stock (within the meaning of Regulations T, U or X of the
         Board of Governors of the Federal Reserve System).

         Section 2.10 Fees. Subject to Section 13.12, the Borrower agrees to pay
to the Administrative Agent for the account of each Lender a commitment fee on
the daily average unused or unfunded amount of such Lender's Commitment, for the
period from and including the Closing Date to and including the Maturity Date,
at the Applicable Margin for commitment fee calculated in accordance with the
definition of "Applicable Margin" contained herein, based on a 360-day year and
the actual number of days elapsed, which accrued commitment fees shall be
payable in arrears on each Quarterly Date and on the Maturity Date.

         Section 2.11 Computations. Subject to Section 13.12, all interest and
fees payable by the Borrower hereunder and under the other Loan Documents shall
be computed on the basis of a year of 360 days and the actual number of days
elapsed (including the first day but excluding the last day) occurring in the
period for which payable unless, in the case of interest, such calculation would
result in a usurious rate, in which case interest shall be calculated on the
basis of a year of 365 or 366 days, as the case may be; provided, however, that
interest accrued and/or payable with respect to the ABR Loans shall be
calculated on the basis of a year of 365 or 366 days, as the case may be.

         Section 2.12 Termination or Reduction of Commitments. The Borrower
shall have the right to terminate or reduce in part the unused portion of the
Commitments at any time and from time to time prior to the Maturity Date,
provided that (a) the Borrower shall give notice of each such termination or
reduction as provided in Section 2.8, and (b) each partial reduction shall be in
an aggregate amount at least equal to $1,000,000 or an integral multiple of
$100,000 in excess thereof. The Commitments may not be reinstated after they
have been terminated or increased after they have been reduced.


CREDIT AGREEMENT - Page 35


<PAGE>
         Section 2.13 Letters of Credit.

                  (a) Subject to the terms and conditions of this Agreement, the
         Borrower may utilize the Commitments by requesting that the Issuing
         Bank issue Letters of Credit; provided, that the aggregate amount of
         outstanding Letter of Credit Liabilities shall not at any time exceed
         $5,500,000 (inclusive of Letter of Credit Liabilities in the aggregate
         amount of $3,681347 attributable to Letters of Credit issued prior to
         the Closing Date as referred to below). Upon the date of issue of each
         Letter of Credit, the Issuing Bank shall be deemed, without further
         action by any party hereto, to have sold to each Lender, and each
         Lender shall be deemed, without further action by any party hereto, to
         have purchased from the Issuing Bank, a participation to the extent of
         such Lender's Commitment Percentage in such Letter of Credit.
         Notwithstanding anything to the contrary contained in this Agreement,
         Letter of Credit Liabilities in the aggregate amount of $3,681,347
         attributable to Letters of Credit issued prior to the Closing Date
         which remain outstanding as of the Closing Date shall be deemed to be
         Letter of Credit Liabilities outstanding under, and Letters of Credit
         issued under, respectively, this Agreement.

                  (b) The Borrower shall give the Issuing Bank (with a copy to
         the Administrative Agent) at least five Business Days irrevocable prior
         notice (effective upon receipt) specifying the date of each Letter of
         Credit and the nature of the transactions to be supported thereby. Upon
         receipt of such notice the Issuing Bank shall promptly notify each
         applicable Lender of the contents thereof and of such Lender's
         Commitment Percentage of the amount of the proposed Letter of Credit.
         Each Letter of Credit shall (a) have an expiration date that does not
         exceed one year from the date of issuance (but which may have a renewal
         or extension period of one additional year), but in no event shall the
         final expiration date extend beyond the Maturity Date, (b) be payable
         in Dollars, (c) support a transaction entered into in the ordinary
         course of the Borrower's or its Wholly-Owned Subsidiary's business,
         shall be satisfactory in form and substance to the Issuing Bank, (c) be
         issued pursuant to such agreements, documents and instruments
         (including a Letter of Credit Agreement) as the Issuing Bank may
         reasonably require, none of which shall be inconsistent with this
         Section 2.13, or if there are any inconsistencies, the terms and
         provisions of this Agreement shall control. Each Letter of Credit shall
         (i) provide for the payment of drafts presented for, on or thereunder
         by the beneficiary in accordance with the terms thereof, when such
         drafts are accompanied by the documents (if any) described in the
         Letter of Credit and (ii) to the extent not inconsistent with the terms
         hereof or any applicable Letter of Credit Agreement, be subject to the
         Rules on International Standby Practices (ISP98) (January 1999)
         (together with any subsequent revision thereof approved by a Congress
         of the International Chamber of Commerce and adhered to by the Issuing
         Bank, the "ISP", and shall, as to matters not governed by the ISP, be
         governed by, and construed and interpreted in accordance with, the
         laws of the State of Texas.

                  (c) The Borrower agrees to pay to the Administrative Agent for
         the account of each Lender, concurrently with the issuance of such
         Letter of Credit and on each Quarterly Date thereafter, a nonrefundable
         letter of credit fee with respect to each Letter of Credit issued in an
         amount equal to (i) the Applicable Margin for Eurodollar Loans,


CREDIT AGREEMENT - Page 36

<PAGE>


calculated in accordance with the definition of "Applicable Margin" contained
herein, multiplied by (ii) the face amount of the Letter of Credit then in
effect. The Administrative Agent agrees to pay to each Lender, promptly after
receiving any payment of such letter of credit fees, such Lender's Commitment
Percentage of such fees. In addition, at any time that there is more than one
Lender, the Borrower agrees to pay to the Issuing Bank for its own account,
concurrently with the issuance of such Letter of Credit and on each Quarterly
Date thereafter, a nonrefundable fronting fee with respect to each Letter of
Credit issued by the Issuing Bank in an amount equal to one eighth of one
percent (0.125%) per annum of the face amount of the Letter of Credit then in
effect. In addition to the foregoing fees, the Borrower shall pay or reimburse
the Issuing Bank for such normal and customary costs and expenses, including,
without limitation, administrative, issuance, amendment, payment and negotiation
charges, as are incurred or charged by the Issuing Bank in issuing, effecting
payment under, amending or otherwise administering any Letter of Credit.

         (d) Upon receipt from the beneficiary of any Letter of Credit of any
demand for payment or other drawing under such Letter of Credit, the Issuing
Bank shall promptly notify the Borrower and each Lender as to the amount to be
paid as a result of such demand or drawing and the respective payment date. If
at any time the Issuing Bank shall make a payment to a beneficiary of a Letter
of Credit pursuant to a drawing under such Letter of Credit, each Lender will
pay to the Issuing Bank, immediately upon the Issuing Bank's demand at any time
commencing after such payment until reimbursement therefor in full by the
Borrower, an amount equal to such Lender's Commitment Percentage of such
payment, together with interest on such amount for each day from the date of
such demand to the date of payment by such Lender of such amount at a rate of
interest per annum equal to the Federal Funds Rate.

         (e) The Borrower shall be irrevocably and unconditionally obligated to
immediately reimburse the Issuing Bank for any amounts paid by the Issuing Bank
upon any drawing under any Letter of Credit, without presentment, demand,
protest or other formalities of any kind. The Issuing Bank will pay to each
Lender such Lender's Commitment Percentage of all amounts received from or on
behalf of the Borrower for application in payment, in whole or in part, of the
Reimbursement Obligation in respect of any Letter of Credit, but only to the
extent such Lender has made payment to the Issuing Bank in respect of such
Letter of Credit pursuant to subsection (d) above. Outstanding Reimbursement
Obligations shall bear interest at the Default Rate and such
interest shall be payable on demand.

         (f) The Reimbursement Obligations of the Borrower under this Agreement
and the other Loan Documents shall be absolute, unconditional and irrevocable,
and shall be performed strictly in accordance with the terms of this Agreement
and the other Loan Documents under all circumstances whatsoever, including,
without limitation, the following circumstances:

                  (i) Any lack of validity or enforceability of any Letter of
         Credit or any other Loan Document;


CREDIT AGREEMENT - Page 37

<PAGE>


                  (ii) Any amendment or waiver of or any consent to departure
         from any Loan Document;

                  (iii) The existence of any claim, setoff, counterclaim,
         defense or other right which any Loan Party or other Person may have at
         any time against any beneficiary of any Letter of Credit, the
         Administrative Agent, the Issuing Bank, the Lenders or any other
         Person, whether in connection with this Agreement or any other Loan
         Document or any unrelated transaction;

                  (iv) Any statement, draft or other document presented under
         any Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect whatsoever;

                  (v) Payment by the Issuing Bank under any Letter of Credit
         against presentation of a draft or other document that does not comply
         with the terms of such Letter of Credit, provided, that such payment
         shall not have constituted gross negligence or willful misconduct of
         the Issuing Bank; and

                  (vi) Any other circumstance whatsoever, whether or not similar
         to any of the foregoing, provided that such other circumstance or event
         shall not have been the result of the gross negligence or willful
         misconduct of the Issuing Bank.

         (g) The Borrower assumes all risks of the acts or omissions of any
beneficiary of any Letter of Credit with respect to its use of such Letter of
Credit. Neither the Administrative Agent, the Issuing Bank, the Lenders nor any
of their respective officers or directors shall have any responsibility or
liability to the Borrower or any other Person for: (i) the failure of any draft
to bear any reference or adequate reference to any Letter of Credit, or the
failure of any documents to accompany any draft at negotiation, or the failure
of any Person to surrender or to take up any Letter of Credit or to send
documents apart from drafts as required by the terms of any Letter of Credit, or
the failure of any Person to note the amount of any instrument on any Letter of
Credit, (ii) errors, omissions, interruptions or delays in transmission or
delivery of any messages, (iii) the validity, sufficiency or genuineness of any
draft or other document, or any endorsement(s) thereon, even if any such draft,
document or endorsement should in fact prove to be in any and all respects
invalid, insufficient, fraudulent or forged or any statement therein is untrue
or inaccurate in any respect, (iv) the payment by the Issuing Bank to the
beneficiary of any Letter of Credit against presentation of any draft or other
document that does not comply with the terms of the Letter of Credit, or (v) any
other circumstance whatsoever in making or failing to make any payment under a
Letter of Credit; provided, however, that, notwithstanding the foregoing, the
Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall
be liable to the Borrower, to the extent of any direct, but not indirect or
consequential, damages suffered by the Borrower which the Borrower proves in a
final nonappealable judgment were caused by (A) the Issuing Bank's willful
misconduct or gross negligence in determining whether documents presented under
any Letter of Credit complied with the terms thereof or (B) the Issuing Bank's
willful failure to pay under any Letter of Credit after presentation to it of
documents strictly complying with the terms and conditions of such Letter of


CREDIT AGREEMENT - Page 38

<PAGE>


Credit. The Issuing Bank may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any
notice or information to the contrary.

         (h) All Letters of Credit issued pursuant to the Original Agreement,
the First Restated Agreement, the Second Restated Agreement or the Existing
Agreement which are outstanding as of the Closing Date shall be deemed to be
Letters of Credit issued pursuant to this Agreement, which outstanding Letters
of Credit are set forth in Schedule 2.13.

         Section 2.14 Mandatory Prepayments.

         (a) Prepayments resulting from Overadvances or Asset Coverage Default.
If at any time the sum of the aggregate outstanding principal amount of the
Loans plus the Letter of Credit Liabilities exceeds the aggregate amount of the
Commitments in effect at such time, within one Business Day immediately after
each occurrence thereof the Borrower shall pay to the Administrative Agent the
amount of such excess as a prepayment of the Loans. If at any time there is a
Default pursuant to Section 10.4, within thirty days of the date on which such
failure becomes known to any Responsible Officer of the Borrower, the Borrower
shall repay the Outstanding Credit in an amount necessary to cure such Default.

         (b) Prepayments from Asset Dispositions. The Borrower shall, within
five days of the receipt of any Net Proceeds related to an Asset Disposition,
prepay the outstanding Loans as of such date in an aggregate amount equal to the
Net Proceeds of such Asset Disposition. For purposes of this Section 2.14, the
following terms shall have the following meanings:

                           (i) "Asset Disposition" means the disposition,
                  whether by sale, lease, transfer, loss, damage, destruction,
                  condemnation or otherwise, of any assets of the Borrower or
                  any of its Subsidiaries other than sales of assets permitted
                  under Section 9.8; and

                           (ii) "Net Proceeds" means cash proceeds (including
                  casualty insurance proceeds paid with respect to damage to
                  property) received by the Borrower or any of its Subsidiaries
                  from any Asset Disposition (including payments under notes or
                  other debt securities received in connection with any Asset
                  Disposition and insurance proceeds and awards of
                  condemnation), net of (A) the costs of such sale, lease,
                  transfer or other disposition (including professional fees and
                  expenses and taxes attributable to such sale, lease or
                  transfer which are actually paid or required to be paid) and
                  (B) amounts applied to repayment of Debt (other than the
                  Obligations) secured by a Lien on the asset subject to such
                  disposition.

         (c) Prepayments from Securities Offerings. In the event that the
Borrower or any of its Subsidiaries issues any Securities (as defined below)
other than the issuance of any Securities to an employee or director of the
Borrower or its Subsidiaries in connection with an employee stock option plan,
no later than the third (3rd) Business Day


CREDIT AGREEMENT - Page 39

<PAGE>


         following the date of receipt of any proceeds from any such issuance,
         the Borrower shall prepay the outstanding Loans in an amount equal to
         all proceeds of such issuance, net of underwriting discounts and
         commissions and other reasonable costs associated therewith.
         "Securities" means any stock, shares, options, warrants, voting trust
         certificates or other instruments evidencing an ownership interest, or
         a right to acquire an ownership interest, in a Person or any bonds,
         debentures, notes or other evidences of indebtedness, secured or
         unsecured; provided, however, that, for purposes of this Section
         2.14(c), the term "Securities" shall not include any evidence of Debt
         permitted to be incurred under clause (a), (c), (d), (e) or (f) of
         Section 9.1.

                  (d) Application of Prepayments. Each prepayment under this
         Section 2.14 shall be accompanied by the prepayment of accrued and
         unpaid interest on the amount prepaid to the date of prepayment and any
         amounts payable under Section 4.5(a) and shall be applied to the
         outstanding principal of the Loans.

                                   ARTICLE 3

                                    Payments

         Section 3.1 Method of Payment. All payments of principal, interest,
fees and other amounts to be made by the Borrower under this Agreement and the
other Loan Documents shall be made to the Administrative Agent at the Principal
Office for the account of each Lender's Applicable Lending Office in Dollars and
in immediately available funds, without setoff, deduction or counterclaim, not
later than 11:00 a.m. (Dallas, Texas time) on the date on which such payment
shall become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day). The Borrower
shall, at the time of making each such payment, specify to the Administrative
Agent the sums payable by the Borrower under this Agreement and the other Loan
Documents to which such payment is to be applied (and in the event that the
Borrower fails to so specify, or if an Event of Default has occurred and is
continuing, the Administrative Agent may apply such payment to the Obligations
in such order and manner as the Administrative Agent may elect, subject to
Section 3.2). Upon the occurrence and during the continuation of an Event of
Default, all proceeds of any Collateral, all funds from time to time on deposit
in any Concentration Account or any collection account referred to in Section
8.13 and all other funds of the Borrower or any Guarantor in the possession of
the Administrative Agent or any Lender, may be applied by the Administrative
Agent to the Obligations in such order and manner as the Administrative Agent
may elect, subject to Section 3.2. Each payment received by the Administrative
Agent under this Agreement or any other Loan Document for the account of a
Lender shall be paid promptly to such Lender, in immediately available funds,
for the account of such Lender's Applicable Lending Office. Whenever any payment
under this Agreement or any other Loan Document shall be stated to be due on a
day that is not a Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of the payment of interest and commitment fee, as the case may be.

         Section 3.2 Pro Rata Treatment. Except to the extent otherwise provided
in this Agreement: (a) each Loan shall be made by the Lenders under Section 2.1,
each payment of commitment fees under Section 2.10(a) shall be made for the
account of the Lenders, and each

CREDIT AGREEMENT - Page 40

<PAGE>


termination or reduction of the Commitments under Section 2.12 shall be applied
to the Commitments of the Lenders, pro rata according to the respective unused
Commitments; (b) the making of Loans of a particular Type shall be made pro rata
among the Lenders according to the amounts of their respective Commitments, and
the Conversion and Continuation of Loans of a particular Type (other than
Conversions provided for by Section 4.4) shall be made among the Lenders pro
rata in accordance with the respective unpaid principal amounts of such Loans
held by the Lenders; (c) each payment and prepayment by the Borrower of
principal of or interest on (i) Loans of a particular Type shall be made to the
Administrative Agent for the account of the Lenders pro rata in accordance with
the respective unpaid principal amounts of such Loans held by the Lenders, and
(ii) Revolving Loans shall be made to the Administrative Agent for the account
of the Lenders pro rata in accordance with their Commitment Percentages, (d)
Interest Periods for Loans of a particular Type shall be allocated among the
Lenders pro rata according to the respective principal amounts held by the
Lenders; and (e) the Lenders (other than the Issuing Bank) shall purchase
participations in the Letters of Credit pro rata in accordance with their
Commitment Percentages. The principal amount of the Loans outstanding as of the
Closing Date shall be allocated to and held by the Lenders pro rata based upon
the respective amounts of their Commitments.

         Section 3.3 Sharing of Payments, Etc. If a Lender shall obtain payment
of any principal of or interest on any of the Obligations due to such Lender
hereunder through the exercise of any right of setoff, banker's lien,
counterclaim or similar right, or otherwise, it shall promptly purchase from the
other Lenders participations in the Obligations held by the other Lenders in
such amounts, and make such adjustments from time to time, as shall be equitable
to the end that all the Lenders shall share pro rata in accordance with the
unpaid principal and interest on the Obligations then due to each of them. To
such end, all of the Lenders shall make appropriate adjustments among themselves
(by the resale of participations sold or otherwise) if all or any portion of
such excess payment is thereafter rescinded or must otherwise be restored. Each
of the Borrower and each other Loan Party agrees, to the fullest extent it may
effectively do so under applicable law, that any Lender so purchasing a
participation in the Obligations by the other Lenders may exercise all rights of
setoff, banker's lien, counterclaim or similar rights with respect to such
participation as fully as if such Lender were a direct holder of Obligations in
the amount of such participation. Nothing contained herein shall require any
Lender to exercise any such right or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect to
any other indebtedness, liability or obligation of the Borrower or any other
Loan Party.

         Section 3.4 Non-Receipt of Funds by the Administrative Agent. Unless
the Administrative Agent shall have been notified by a Lender or the Borrower
(the "Payor") prior to the date on which such Lender is to make payment to the
Administrative Agent of the proceeds of a Loan to be made by it hereunder or the
Borrower is to make a payment to the Administrative Agent for the account of one
or more of the Lenders, as the case may be (such payment being herein called the
"Required Payment"), which notice shall be effective upon receipt, that the
Payor does not intend to make the Required Payment to the Administrative Agent,
the Administrative Agent may assume that the Required Payment has been made and
may, in reliance upon such assumption (but shall not be required to), make the
amount thereof available to the intended recipient on such date and, if the
Payor has not in fact made the Required Payment to the Administrative Agent, the
recipient of such payment shall, on demand, pay to the


CREDIT AGREEMENT - Page 41

<PAGE>


Administrative Agent the amount made available to it together with interest
thereon in respect of the period commencing on the date such amount was so made
available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to the Federal Funds Rate for
such period.

         Section 3.5 Taxes. (a) All payments by the Borrower of principal of and
interest on the Loans and the Letter of Credit Liabilities and of all fees and
other amounts payable under the Loan Documents shall be made free and clear of,
and without withholding or deduction by reason of, any present or future
Indemnified Taxes or Other Taxes. If any Indemnified Taxes or Other Taxes are so
levied or imposed, the Borrower will (i) make additional payments in such
amounts so that every net payment of principal of and interest on the Loans and
the Letter of Credit Liabilities and of all other amounts payable by it under
the Loan Documents, after withholding or deduction for or on account of any
Indemnified Taxes or Other Taxes (including any tax imposed on or measured by
net income of a Lender attributable to payments made to or on behalf of a Lender
pursuant to this Section 3.5 and any penalties or interest attributable to such
payments), will not be less than the amount provided for herein or therein
absent such withholding or deduction (provided that the Borrower shall not have
any obligation to pay such additional amounts to any Lender to the extent that
such Indemnified Taxes or Other Taxes are levied or imposed by reason of the
failure of such Lender to comply with the provisions of Section 3.6), (ii) make
such withholding or deduction and (iii) remit the full amount deducted or
withheld to the relevant Governmental Authority in accordance with applicable
law. Without limiting the generality of the foregoing, the Borrower will, upon
written request of any Lender, reimburse each such Lender for the amount of (A)
Indemnified Taxes or Other Taxes levied or imposed by any Governmental Authority
and paid by such Lender as a result of payments made by the Borrower under or
with respect to the Loans other than Indemnified Taxes or Other Taxes previously
withheld or deducted by the Borrower which have previously resulted in the
payment of the required additional amount to such Lender, and (B) Indemnified
Taxes or Other Taxes levied or imposed with respect to any Lender reimbursement
under the foregoing clause (A), so that the net amount received by such Lender
(net of payments made under or with respect to the Loans and the Letter of
Credit Liabilities) after such reimbursement will not be less than the net
amount such Lender would have received if such Indemnified Taxes or Other Taxes
on such reimbursement had not been levied or imposed. The Borrower shall furnish
promptly to the Administrative Agent for distribution to each affected Lender,
as the case may be, upon request of such Lender, official receipts evidencing
any such payment, withholding or reduction.

                  (b) The Borrower will indemnify the Administrative Agent and
         each Lender (without duplication) against, and reimburse the
         Administrative Agent and each Lender for, all present and future
         Indemnified Taxes or Other Taxes (including interest and penalties)
         levied or collected (whether or not legally or correctly imposed,
         assessed, levied or collected). Any such indemnification shall be on an
         after-tax basis, taking into account any such Indemnified Taxes or
         Other Taxes imposed on the amounts paid as indemnity.

                  (c) Without prejudice to the survival of any other term or
         provision of this Agreement, the obligations of the Borrower under this
         Section 3.5 shall survive the payment of the Loans and the other
         Obligations and termination of the Commitments.


CREDIT AGREEMENT - Page 42

<PAGE>


         Section 3.6 Withholding Tax Exemption. Each Lender or holder of a
participation interest in the Loans or Commitments permitted pursuant to Section
13.8(a) (a "Participant") that is not incorporated or otherwise formed under the
laws of the U.S. or a state thereof (a "Non-U.S. Lender") agrees that it will,
prior to or on or about the Closing Date or the date upon which it initially
becomes a party to this Agreement and if it is legally able to do so, deliver to
the Borrower and the Administrative Agent (or, in the case of a Participant, on
or before the date such Participant purchases its related participation), two
duly completed copies of U.S. Internal Revenue Service Form W-8ECI or W-8BEN or,
in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit F hereto, appropriately completed, and a Form W-8BEN, or other
equivalent successor form, as appropriate, certifying in any case that such
Lender is entitled to receive payments from the Borrower under any Loan Document
without deduction or withholding of any U.S. federal income taxes. Each Lender
which so delivers a Form W-8ECI or W-8BEN or other equivalent successor form, as
appropriate, further undertakes to deliver to the Borrower and the
Administrative Agent two additional copies of such form (or a successor form) on
or before the date such form expires or becomes obsolete or after the occurrence
of any event requiring a change in the most recent form so delivered by it, and
such amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Administrative Agent, in each case certifying
that such Lender is entitled to receive payments from the Borrower under any
Loan Document without deduction or withholding of any U.S. federal income taxes,
unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender advises the Borrower and the Administrative Agent
that it is not capable of receiving such payments without any deduction or
withholding of U.S. federal income tax.

         Section 3.7 Reinstatement of Obligations. Notwithstanding anything to
the contrary contained in this Agreement or any other Loan Document, if the
payment of any amount of principal of or interest with respect to the Loans, the
Reimbursement Obligations or any other amount of the Obligations, or any portion
thereof, is rescinded, voided or must otherwise be refunded by the
Administrative Agent, any Lender or the Issuing Bank upon the insolvency,
bankruptcy or reorganization of the Borrower or any other Loan Party or
otherwise for any reason whatsoever, then each of (a) the Obligations, (b) the
Loan Documents (including, without limitation, this Agreement, the Notes and the
Security Documents), (c) the indebtedness, liabilities and obligations of the
Borrower and any other Loan Party under the Loan Documents and (d) all Liens for
the benefit of the Administrative Agent and the Lenders created under or
evidenced by the Loan Documents, will be automatically reinstated and become
automatically effective and in full force and effect, all to the extent that and
as though such payment so rescinded, voided or otherwise refunded had never been
made.


CREDIT AGREEMENT - Page 43

<PAGE>

                                   ARTICLE 4

                         Yield Protection and Illegality

         Section 4.1 Additional Costs.

                  (a) The Borrower shall pay directly to each Lender from time
         to time, promptly upon the request of such Lender, the costs incurred
         by such Lender which such Lender determines are attributable to its
         making or maintaining of any Eurodollar Loans or its obligation to make
         any of such Loans, or any reduction in any amount receivable by such
         Lender hereunder in respect of any such Loans or obligations (such
         increases in costs and reductions in amounts receivable being herein
         called "Additional Costs"), resulting from any Regulatory Change which:

                           (i) changes the basis of taxation of any amounts
                  payable to such Lender under this Agreement or its Notes in
                  respect of any of such Loans (other than Excluded Taxes and
                  Indemnified Taxes which are subject to Section 3.5);

                           (ii) imposes or modifies any reserve, special
                  deposit, minimum capital, capital ratio or similar requirement
                  relating to any extensions of credit or other assets of, or
                  any deposits with or other liabilities or commitments of, such
                  Lender (including any of such Loans or any deposits referred
                  to in the definition of "Eurodollar Rate" in Section 1.1
                  hereof, but excluding the Reserve Requirement to the extent it
                  is included in the calculation of the Adjusted Eurodollar
                  Rate); or

                           (iii) imposes any other condition affecting this
                  Agreement or the Notes or any of such extensions of credit or
                  liabilities or commitments contemplated hereunder or
                  thereunder.

Each Lender will notify the Borrower (with a copy to the Administrative Agent)
of any event occurring after the Closing Date which will entitle such Lender to
compensation pursuant to this Section 4.1(a) as promptly as practicable after it
obtains knowledge thereof and determines to request such compensation, and (if
so requested by the Borrower) will designate a different Applicable Lending
Office for the Eurodollar Loans of such Lender if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
sole opinion of such Lender, violate any law, rule or regulation or be in any
way disadvantageous to such Lender, provided that such Lender shall have no
obligation to so designate an Applicable Lending Office located in the U.S. Each
Lender will furnish the Borrower with a certificate setting forth the basis and
the amount of each request of such Lender for compensation under this Section
4.l(a). If any Lender requests compensation from the Borrower under this Section
4.1(a), the Borrower may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender to make or Continue
making, or Convert ABR Loans into, Eurodollar Loans until the Regulatory Change
giving rise to such request ceases to be in effect (in which case the provisions
of Section 4.4 hereof shall be applicable).

                  (b) Without limiting the effect of the foregoing provisions of
         this Section 4.1, in the event that, by reason of any Regulatory
         Change, any Lender either (i) incurs


CREDIT AGREEMENT - Page 44

<PAGE>


         Additional Costs based on or measured by the excess above a specified
         level of the amount of a category of deposits or other liabilities of
         such Lender which includes deposits by reference to which the interest
         rate on Eurodollar Loans is determined as provided in this Agreement or
         a category of extensions of credit or other assets of such Lender which
         includes Eurodollar Loans or (ii) becomes subject to restrictions on
         the amount of such a category of liabilities or assets which it may
         hold, then, if such Lender so elects by notice to the Borrower (with a
         copy to the Administrative Agent), the obligation of such Lender to
         make or Continue making, or Convert ABR Loans into, Eurodollar Loans
         hereunder shall be suspended until such Regulatory Change ceases to be
         in effect (in which case the provisions of Section 4.4 hereof shall be
         applicable).

(c)      Determinations and allocations by any Lender for purposes of this
         Section 4.1 of the effect of any Regulatory Change on its costs of
         maintaining its obligation to make Loans or of making or maintaining
         Loans or on amounts receivable by it in respect of Loans, and of the
         additional amounts required to compensate such Lender in respect of any
         Additional Costs, shall be conclusive in the absence of manifest error,
         provided that such determinations and allocations are made on a
         reasonable basis.

         Section 4.2 Limitation on Types of Loans. Anything herein to the
contrary notwithstanding, if with respect to any Eurodollar Loans for any
Interest Period therefor:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that quotations of interest
         rates for the relevant deposits referred to in the definition of
         "Eurodollar Rate" in Section 1.1 hereof are not being provided in the
         relative amounts or for the relative maturities for purposes of
         determining the rate of interest for such Loans as provided in this
         Agreement; or

                  (b) the Required Lenders determine (which determination shall
         be conclusive absent manifest error) and notify the Administrative
         Agent that the relevant rates of interest referred to in the definition
         of "Eurodollar Rate" or "Adjusted Eurodollar Rate" in Section 1.1
         hereof on the basis of which the rate of interest for such Loans for
         such Interest Period is to be determined do not accurately reflect the
         cost to the Lenders of making or maintaining such Loans for such
         Interest Period;

then the Administrative Agent shall give the Borrower prompt notice thereof and,
so long as such condition remains in effect, the Lenders shall be under no
obligation to make Eurodollar Loans or to Convert ABR Loans into Eurodollar
Loans and the Borrower shall, on the last day(s) of the then current Interest
Period(s) for the outstanding Eurodollar Loans, either prepay such Loans or
Convert such Loans into ABR Loans in accordance with the terms of this
Agreement.

         Section 4.3 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to (a) honor its obligation to make Eurodollar Loans
or (b) maintain Eurodollar Loans, then such Lender shall promptly notify the
Borrower (with a copy to the Administrative Agent) thereof and such Lender's
obligation to make or maintain Eurodollar Loans and to Convert ABR Loans into
Eurodollar Loans hereunder shall be suspended until such time as such Lender may
again make


CREDIT AGREEMENT - Page 45

<PAGE>


and maintain Eurodollar Loans (in which case the provisions of Section 4.4
hereof shall be applicable).

         Section 4.4 Treatment of Affected Loans. If the obligation of any
Lender to make or Continue, or to Convert ABR Loans into, Eurodollar Loans is
suspended pursuant to Section 4.1 or 4.3 hereof, such Lender's Eurodollar Loans
shall be automatically Converted into ABR Loans on the last day(s) of the then
current Interest Period(s) for the Eurodollar Loans (or, in the case of a
Conversion required by Section 4.1(b) or 4.3 hereof, on such earlier date as
such Lender may specify to the Borrower with a copy to the Administrative Agent)
and, unless and until such Lender gives notice as provided below that the
circumstances specified in Section 4.1 or 4.3 hereof which gave rise to such
Conversion no longer exist:

                  (a) to the extent that such Lender's Eurodollar Loans have
         been so Converted, all payments and prepayments of principal which
         would otherwise be applied to such Lender's Eurodollar Loans shall be
         applied instead to its ABR Loans; and

                  (b) all Loans which would otherwise be made or Continued by
         such Lender as Eurodollar Loans shall be made as or Converted into ABR
         Loans and all Loans of such Lender which would otherwise be Converted
         into Eurodollar Loans shall be Converted instead into (or shall remain
         as) ABR Loans.

If such Lender gives notice to the Borrower that the circumstances specified in
Section 4.1 or 4.3 hereof which gave rise to the Conversion of such Lender's
Eurodollar Loans pursuant to this Section 4.4 no longer exist (which such Lender
agrees to do promptly upon such circumstances ceasing to exist) at a time when
Eurodollar Loans are outstanding, such Lender's ABR Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after giving
effect thereto, all Loans held by the Lenders holding Eurodollar Loans and by
such Lender are held pro rata (as to principal amounts, Types and Interest
Periods) in accordance with their respective Commitments.

         Section 4.5 Compensation. The Borrower shall pay to the Administrative
Agent for the account of each Lender, promptly upon the request of such Lender
through the Administrative Agent, such amount or amounts as shall be sufficient
(in the reasonable opinion of such Lender) to compensate it for any loss, cost
or expense incurred by it as a result of:

                  (a) Any payment, prepayment or Conversion of a Eurodollar Loan
         for any reason (including, without limitation, the acceleration of the
         outstanding Loans pursuant to Section 11.2) on a date other than the
         last day of an Interest Period for such Loan; or

                  (b) Any failure by the Borrower for any reason (including,
         without limitation, the failure of any conditions precedent specified
         in Article 6 to be satisfied) to borrow, Convert or prepay a Eurodollar
         Loan on the date for such borrowing, Conversion or prepayment specified
         in the relevant notice of borrowing, prepayment or Conversion under
         this Agreement.

         Section 4.6 Capital Adequacy. If, after the Closing Date, any Lender
shall have determined that the adoption or implementation of any applicable law,
rule or regulation


CREDIT AGREEMENT - Page 46

<PAGE>


regarding capital adequacy (including, without limitation, any law, rule or
regulation implementing the Basle Accord), or any change therein, or any change
in the interpretation or administration thereof by any central bank or other
Governmental Authority charged with the interpretation or administration
thereof, or compliance by such Lender (or its parent) with any guideline,
request or directive regarding capital adequacy (whether or not having the force
of law) of any central bank or other Governmental Authority (including, without
limitation, any guideline or other requirement implementing the Basle Accord),
has or would have the effect of reducing the rate of return on such Lender's (or
its parent's) capital as a consequence of its obligations hereunder or the
transactions contemplated hereby to a level below that which such Lender (or its
parent) could have achieved but for such adoption, implementation, change or
compliance (taking into consideration such Lender's policies with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, within ten Business Days after demand by such Lender (with a copy
to the Administrative Agent), the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender (or its parent) for
such reduction. A certificate of such Lender claiming compensation under this
Section 4.6 and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive absent manifest error, provided that the
determination thereof is made on a reasonable basis. In determining such amount
or amounts, such Lender may use any reasonable averaging and attribution
methods.

         Section 4.7 Additional Interest on Eurodollar Loans. The Borrower shall
pay, directly to each Lender from time to time, additional interest on the
unpaid principal amount of each Eurodollar Loan held by such Lender, from the
date of the making of such Eurodollar Loan until such principal amount is paid
in full, at an interest rate per annum determined by such Lender in good faith
equal to the positive remainder (if any) of (a) the Adjusted Eurodollar Rate
applicable to such Eurodollar Loan minus (b) the Eurodollar Rate applicable to
such Eurodollar Loan. Each payment of additional interest pursuant to this
Section 4.7 shall be payable by the Borrower on each date upon which interest is
payable on such Eurodollar Loan pursuant to Section 2.4(b); provided, however,
that the Borrower shall not be obligated to make any such payment of additional
interest until the first Business Day after the date when the Borrower has been
informed (i) that such Lender is subject to a Reserve Requirement and (ii) of
the amount of such Reserve Requirement (after which time the Borrower shall be
obligated to make all such payments of additional interest, including, without
limitation, such payment of additional interest that otherwise would have been
payable by the Borrower on or prior to such time had the Borrower been earlier
informed).

                                   ARTICLE 5

                                    Security

         Section 5.1 Collateral. Subject to Section 5.8 hereof, to secure the
full and complete payment and performance of the Obligations, the Borrower
shall, and shall cause each of its Domestic Subsidiaries to, on or before the
Closing Date, grant to the Administrative Agent for the benefit of the
Administrative Agent and the Lenders a perfected, first priority Lien (except
for Permitted Liens, if any, which are expressly permitted by the Loan Documents
to have priority over the Liens in favor of the Administrative Agent) on all of
its right, title and interest


CREDIT AGREEMENT - Page 47

<PAGE>


in and to the following Property, whether now owned or hereafter acquired,
pursuant to the Security Documents:

                  (a) all Capital Stock of each of the Domestic Subsidiaries of
         the Borrower (whether present or future) owned as of the Closing Date
         or thereafter acquired by the Borrower or any Domestic Subsidiary of
         the Borrower; and

                  (b) all other Property of the Borrower and each of its
         Domestic Subsidiaries owned as of the Closing Date or thereafter
         acquired (other than Property located outside of the U.S.), including,
         without limitation, all of the following: accessions; accounts;
         certificates of title; chattel paper (including, without limitation,
         electronic chattel paper and tangible chattel paper); commercial tort
         claims; deposit accounts (including, without limitation, uncertificated
         certificates of deposit and non-negotiable certificates of deposit);
         documents; equipment; farm products; financial assets; fixtures; money
         (including, without limitation, cash); general intangibles (including,
         without limitation, Intellectual Property (with respect to the United
         States only), Permits, payment intangibles, software, contract rights
         (including, without limitation, rights to all Material Contracts) and
         all consents and waivers necessary or appropriate from all parties to
         such contracts to permit the grant of a security interest therein to
         the Administrative Agent as security for the payment and performance of
         the Obligations and assignment of such contracts); goods;
         health-care-insurance receivables; instruments (including, without
         limitation, certificates of deposit, negotiable instruments, notes and
         drafts); inventory; investment property (including, without limitation,
         securities, security entitlements, securities accounts, commodity
         contracts and commodity accounts); letters of credit; oil, gas and
         other minerals; proceeds (including, without limitation, cash proceeds,
         non-cash proceeds and proceeds of letters of credit); promissory notes;
         supporting obligations (including, without limitation, letter-of-credit
         rights); inter-company Debt; and all real Property and interests
         therein (if and to the extent required by Section 5.4); but excluding
         immaterial leases of real property (provided, however, that the
         Administrative Agent's Lien on certificated vehicles shall not be
         required to be perfected unless and until the Administrative Agent so
         requests), and excluding the Capital Stock of the Canadian
         Subsidiaries.

The Borrower covenants that none of the Capital Stock to be pledged in
accordance with this Section 5.1 shall be subject to any transfer restrictions,
shareholders' agreement or other restriction except for such restrictions under
applicable securities laws and such restrictions, if any, as may be reasonably
acceptable to the Administrative Agent. In connection with and in addition to
the foregoing, the Borrower and its Domestic Subsidiaries shall execute and/or
deliver such further agreements, documents and instruments (including, without
limitation, stock certificates, stock powers and financing statements) as the
Administrative Agent may reasonably request in order for it to obtain and
maintain the perfected, first priority Liens to be granted in accordance with
this Section 5.1.

         Section 5.2 Guaranties. Subject to Section 5.8 hereof, each Subsidiary
of the Borrower in existence on the Closing Date shall guarantee the payment and
performance of the Obligations pursuant to the applicable Guaranty.


CREDIT AGREEMENT - Page 48

<PAGE>


         Section 5.3 New Subsidiaries; New Issuances of Capital Stock. Subject
to Section 5.8 hereof, contemporaneously with the creation or acquisition of any
Subsidiary of the Borrower after the Closing Date, the Borrower shall, and shall
cause each of its Subsidiaries to:

                  (a) grant or cause to be granted to the Administrative Agent,
         for the benefit of the Administrative Agent and the Lenders, a
         perfected, first priority security interest in all Capital Stock or
         other ownership interests in or indebtedness of each Domestic
         Subsidiary owned by the Borrower or any Domestic Subsidiary of the
         Borrower (to the extent such Capital Stock or other ownership interests
         or indebtedness are already not so pledged to the Administrative
         Agent);

                  (b) cause each such Subsidiary to guarantee the payment and
         performance of the Obligations by executing and delivering to the
         Administrative Agent an appropriate Guaranty; and

                  (c) cause each such Domestic Subsidiary to execute and deliver
         to the Administrative Agent an appropriate Security Agreement and such
         other Security Documents as the Administrative Agent may reasonably
         request to grant the Administrative Agent, for the benefit of the
         Administrative Agent and the Lenders, a perfected, first priority Lien
         (except for Permitted Liens, if any, which are expressly permitted by
         the Loan Documents to have priority over the Liens in favor of the
         Administrative Agent) on all Property of such Domestic Subsidiary,
         excluding immaterial leases (provided, however, that the Administrative
         Agent's Lien on certificated vehicles shall not be required to be
         perfected unless and until the Administrative Agent so requests).

Subject to Section 5.8 hereof, contemporaneously with the issuance of any
additional Capital Stock of any of the Domestic Subsidiaries of the Borrower
after the Closing Date, the Borrower shall, and shall cause each of its Domestic
Subsidiaries and other appropriate Persons (as applicable) to, grant of cause to
be granted to the Administrative Agent, for the benefit of the Administrative
Agent and the Lenders, a perfected, first priority security interest in all
Capital Stock or other ownership interests in such Domestic Subsidiary owned by
any shareholder of any Domestic Subsidiary of the Borrower, the Borrower or any
Domestic Subsidiary of the Borrower (to the extent such Capital Stock or other
ownership interests are already not so pledged to the Administrative Agent). The
Borrower covenants that none of the Capital Stock to be pledged in accordance
with this Section 5.3 shall be subject to any transfer restriction,
shareholders' agreement or other restriction except for such restrictions under
applicable securities laws and such restrictions, if any, as may be reasonably
acceptable to the Administrative Agent. In connection with and in addition to
the foregoing, the Borrower and its Domestic Subsidiaries shall execute and/or
deliver such further agreements, documents and instruments (including, without
limitation, stock certificates, stock powers and financing statements) as the
Administrative Agent may reasonably request in order for it to obtain and
maintain the perfected, first priority Liens to be granted in accordance with
this Section 5.3.


CREDIT AGREEMENT - Page 49

<PAGE>
                  Section 5.4 Mortgaged Properties; Landlord Subordinations or
Waivers.

                  (a) Subject to Section 5.8 hereof, without limiting the
         generality of the other terms and provisions of this Article 5, the
         Borrower shall, and shall cause each of its Domestic Subsidiaries to,
         on or before the Closing Date (with respect to any fee real Property or
         leasehold or other interest therein owned as of the Closing Date) or
         contemporaneously with the acquisition of any fee real Property or
         leasehold or other interest therein (with respect to any fee real
         Property or leasehold or other interest therein acquired after the
         Closing Date), execute, acknowledge and deliver to the Administrative
         Agent a Mortgage or an amendment or modification to a then existing
         Mortgage covering all fee real Property and all leasehold or other
         interests therein owned as of the Closing Date or acquired by the
         Borrower or any of such Domestic Subsidiaries subsequent to the Closing
         Date, together with evidence reasonably satisfactory to the
         Administrative Agent and its counsel, including, without limitation, if
         requested by the Administrative Agent, a commitment for a mortgagee
         policy of title insurance or a title opinion in favor of the
         Administrative Agent, in form and substance reasonably satisfactory to
         the Administrative Agent, that the Mortgage creates a valid, first
         priority Lien on the fee estate or leasehold estate or other interest
         (as applicable) in favor of the Administrative Agent for the benefit of
         the Administrative Agent and the Lenders (except for Permitted Liens,
         if any, which are expressly permitted by the Loan Documents to have
         priority over the Liens in favor of the Administrative Agent), together
         with appraisals and surveys if requested by the Administrative Agent;
         provided, however, that, with respect to any fee real Property or any
         leasehold or other interest therein having a fair market value of less
         than $100,000, the Borrower and such Domestic Subsidiaries shall not be
         required to execute, acknowledge or deliver such documents unless or
         until fee, leasehold or other real Property or Properties having an
         aggregate fair market value of $100,000 or more would be covered by any
         such new Mortgage or amendment or modification to an existing Mortgage.
         In addition, subject to Section 5.8 hereof, if requested by the
         Administrative Agent, the Borrower shall, and shall cause each of its
         Domestic Subsidiaries with an interest in such Properties to, (i)
         deliver or cause to be delivered to the Administrative Agent, a
         mortgagee policy of title insurance insuring the Liens of the Mortgage
         covering such real Property in an amount reasonably satisfactory to the
         Administrative Agent on standard form policies (except for Permitted
         Liens, if any, which are expressly permitted by the Loan Documents to
         have priority over the Liens in favor of the Administrative Agent) or,
         with respect to such Properties located in Canada, title opinions in
         form and substance reasonably satisfactory to the Administrative Agent
         issued by law firms reasonably satisfactory to the Administrative Agent
         and (ii) provide the Administrative Agent with a current environmental
         assessment of such Property in form and substance reasonably
         satisfactory to the Administrative Agent.

                  (b) With respect to each lease of real Property executed or
         obtained by the Borrower or any Domestic Subsidiary of the Borrower,
         the Borrower shall obtain waivers or subordinations of all landlord's
         and similar Liens (whether created or existing by contract, statute or
         otherwise) from each lessor and other agreements from such lessor and
         its lenders necessary or appropriate to ensure the Administrative
         Agent's perfected, first priority Lien on the Collateral or Property
         affected thereby, the Administrative Agent's access to such Collateral
         or Property and the right of the Administrative Agent,


CREDIT AGREEMENT - Page 50

<PAGE>


         the Lenders or their designees to succeed to the rights of such Loan
         Party that is the lessee under the lease, in each case in form and
         substance reasonably satisfactory to the Administrative Agent;
         provided, however, that such waivers or subordinations need not be
         obtained for individual leases where inventory or equipment of a Loan
         Party having an aggregate fair market value of less than $50,000 is
         located; provided, further, however, that not more than $100,000 of
         inventory or equipment in the aggregate shall be located on leaseholds
         or easements for which waivers or subordinations have not been
         obtained.

                  (c) The Loan Parties will cause any carrier, warehouseman,
         mechanic, materialman, repairman, landlord, owner, bailee or other
         similar Person in possession of inventory or equipment of a Loan Party
         having an aggregate fair market value of $50,000 or more to execute a
         written agreement, in form and substance reasonably satisfactory to the
         Administrative Agent, waiving or subordinating any Liens on such
         inventory or equipment; provided, however, that the Loan Parties will
         only be required to use commercially reasonable efforts to obtain such
         a written agreement from landlords and their lenders (without the
         giving of monetary consideration to the Persons providing such
         agreements as consideration for such agreements).

         Section 5.5 Release of Collateral. Upon any sale, transfer or other
disposition of Collateral that is expressly permitted under Section 9.8 and upon
five Business Days prior written request by the Borrower, the Administrative
Agent shall execute at the Borrower's expense such documents as may be necessary
to evidence the release by the Administrative Agent of its Liens on such
Collateral being sold, transferred or otherwise disposed of, provided, however,
that (a) the Administrative Agent shall not be required to release any Lien on
any Collateral if a Default shall have occurred and be continuing, (b) the
Administrative Agent shall not be required to execute any such document on terms
which, in the Administrative Agent's opinion, would expose the Administrative
Agent to liability or create any obligation not reimbursed by the Borrower or
entail any consequences other than the release of such Lien without recourse or
warranty, and (c) such release shall not in any manner discharge, affect or
impair any of the Obligations or any of the Administrative Agent's Liens on any
Collateral retained by the Borrower or any of its Subsidiaries, including,
without limitation, its Liens on the proceeds of any such sale, transfer or
other disposition.

         Section 5.6 Setoff. If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time,
without notice to the Borrower or any other Person (any such notice being hereby
expressly waived by the Borrower and the Loan Parties), to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender to or for
the credit or the account of the Borrower or any other Loan Party against any
and all of the Obligations of the Borrower or such other Loan Party now or
hereafter existing under this Agreement, any of such Lender's Notes or any other
Loan Document, irrespective of whether or not the Administrative Agent or such
Lender shall have made any demand under this Agreement, any of such Lender's
Note or any such other Loan Document and although such Obligations may be
unmatured. Each Lender agrees promptly to notify the Borrower (with a copy to
the Administrative Agent) after any such setoff and application, provided that
the failure to give such notice shall not affect the validity of such setoff and
application. The rights and remedies


CREDIT AGREEMENT - Page 51

<PAGE>


of each Lender hereunder are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which such Lender may
have.

         Section 5.7 Further Assurances. The Borrower shall, and shall cause
each of the other Loan Parties and other appropriate Persons (as applicable) to,
promptly upon any such request, (a) execute and/or deliver such further
agreements, documents and instruments (including, without limitation, Security
Documents and financing statements) as the Administrative Agent or the Required
Lenders may reasonably request from time to time in order for the Administrative
Agent to obtain and maintain valid, perfected, first priority Liens to be
granted in accordance with this Article 5 and (b) promptly, upon any such
request, provide such information regarding the Loan Parties and/or the
Collateral (including, without limitation, the specific descriptions thereof and
the locations thereof) as the Administrative Agent or the Required Lenders may
reasonably request from time to time in order for the Administrative Agent to
obtain and maintain valid, perfected, first priority Liens to be granted in
accordance with this Article 5.

         Section 5.8 Guaranties of Canadian Subsidiaries. Notwithstanding
anything to the contrary contained in this Article 5 but subject to the proviso
below, none of the Canadian Subsidiaries shall be obligated to execute a
Guaranty guaranteeing payment or performance of the Obligations; provided,
however, that the Borrower agrees that, notwithstanding anything to the contrary
contained in this Section 5.8 preceding or contained elsewhere in this Agreement
or in any other Loan Document, promptly upon (and, in any event, within ten
Business Days after) any written request therefor made by the Administrative
Agent or the Required Lenders after and during the continuation of an Event of
Default, the Borrower shall cause each Canadian Subsidiary to execute and/or
deliver a Guaranty executed by such Canadian Subsidiary pursuant to which it
guarantees payment and performance of the Obligations in form and substance
satisfactory to the Administrative Agent.

         Section 5.9 Consents to Security Interest in Material Contracts.
Subject to Section 5.8 hereof, the Borrower shall, and shall cause each of the
Loan Parties to, on or before the later to occur of the Closing Date or the date
upon which any such Material Contract (as applicable) is executed, cause each of
the parties to each of the Material Contracts, other than such Loan Parties who
grant security interests in such contracts to the Administrative Agent, to agree
in writing, pursuant to agreements in form and substance satisfactory to the
Administrative Agent, that, among other things, such parties (a) consent to each
Loan Party's grant of a security interest in and collateral assignment of such
contracts and rights thereunder to the Administrative Agent as security for the
payment and performance of the Obligations, (b) provide copies of any notices of
default delivered in connection with such contracts to any Loan Party
simultaneously to the Administrative Agent, (c) grant to the Administrative
Agent and the Lenders the same cure periods under such contracts as are granted
to any Loan Party, (d) obligate themselves to accept performance of any of the
obligations thereunder by the Administrative Agent and the Lenders and their
transferees and successors and assigns, and (e) permit transfer and assignment
of the rights of the Administrative Agent and the Lenders with respect to such
contracts; provided, however, that the Loan Parties will only be required to use
commercially reasonable efforts to obtain such written agreements.


CREDIT AGREEMENT - Page 52
<PAGE>

                                   ARTICLE 6

                              Conditions Precedent

         Section 6.1 Initial Extension of Credit. The effectiveness of this
Agreement (including, without limitation, the obligation of each Lender to make
its initial Loan under this Agreement and the obligation of the Issuing Bank to
issue the initial Letter of Credit under this Agreement) is subject to the
conditions precedent that the Administrative Agent shall have received, on or
before the Closing Date, all of the following in form and substance satisfactory
to the Administrative Agent and, in the case of actions to be taken, evidence
that the following required actions have been taken to the satisfaction of the
Administrative Agent (except if and to the extent that any such condition
precedent is waived in writing by the Administrative Agent and the Lenders):

                  (a) Resolutions. Resolutions of the Board of Directors of each
         Loan Party certified by its Secretary or an Assistant Secretary which
         authorize the execution, delivery and performance by such Loan Party of
         the Loan Documents and Related Transactions Documents to which it is or
         is to be a party;

                  (b) Incumbency Certificate. A certificate of incumbency
         certified by the Secretary or an Assistant Secretary of each Loan Party
         certifying as to the name of each officer or other representative of
         such Loan Party (i) who is authorized to sign the Loan Documents to
         which such Loan Party is or is to be a party (including any
         certificates contemplated therein), together with specimen signatures
         of each such officer or other representative, and (ii) who will, until
         replaced by other officers or representatives duly authorized for that
         purpose, act as its representative for the purposes of signing
         documents and giving notices and other communications in connection
         with the Loan Documents and the transactions contemplated thereby;

                  (c) Articles or Certificates of Incorporation, etc. The
         articles or certificates of incorporation, certificate of formation,
         certificate of limited partnership, partnership agreement or other
         applicable constitutional document of each Loan Party certified by the
         Secretary of State or other applicable Governmental Authority of the
         state or other jurisdiction of incorporation or organization of such
         Loan Party and dated as of a Current Date;

                  (d) Bylaws. The bylaws of each Loan Party certified by the
         Secretary or an Assistant Secretary of such Loan Party;

                  (e) Governmental Certificates. Certificates of appropriate
         officials as to the existence and good standing, status or compliance,
         as applicable, of each Loan Party in their respective jurisdictions of
         incorporation or organization and any and all jurisdictions where such
         Loan Party is qualified to do business as a foreign corporation or
         other entity, each such certificate to be dated as of a Current Date;

                  (f) Notes. The Notes duly completed and executed by the
         Borrower;



CREDIT AGREEMENT - Page 53


<PAGE>



                  (g) Guaranties. A Guaranty executed by each of the
         Subsidiaries of the Borrower other than the Canadian Subsidiaries;

                  (h) Security Agreements. A Security Agreement executed by the
         Borrower and each of its Domestic Subsidiaries;

                  (i) Insurance Policies. Copies of all insurance policies
         required by this Agreement and the other Loan Documents, to the extent
         not previously delivered pursuant to the Existing Agreement;

                  (j) Stock Certificates; Intercompany Notes. The stock
         certificates representing all of the issued and outstanding Capital
         Stock of each of the Domestic Subsidiaries of the Borrower, in each
         case accompanied by appropriate instruments of transfer or stock powers
         signed in blank (as appropriate) and all promissory notes evidencing
         any intercompany Debt between or among the Borrower and any of its
         Domestic Subsidiaries accompanied by appropriate endorsements thereto
         executed by the holder(s) of such promissory notes to and in favor of
         the Administrative Agent;

                  (k) Perfection Certificate; Financing Statements. A Perfection
         Certificate executed by the Borrower, and financing statements and all
         other requisite filing documents executed by the Loan Parties necessary
         to perfect the Liens created pursuant to the Security Documents;

                  (l) Payment of Certain Debt; Lien Releases. Payment in full of
         all Debt (if any) of the Borrower or any such Subsidiary other than
         Debt payable to the Administrative Agent or the Lenders under the Loan
         Documents and other Debt permitted in accordance with Section 9.1,
         termination of all credit agreements, indentures or similar agreements,
         documents or instruments evidencing such Debt (if any) required to be
         paid in full and duly executed releases of Debt, releases of guaranties
         and releases or assignments of Liens, UCC-3 financing statements and
         personal property security act filings in recordable form, as may be
         necessary to reflect that the Liens created by the Security Documents
         are first priority Liens (other than Permitted Liens, if any, which are
         expressly permitted by the Loan Documents to have priority over the
         Liens in favor of the Administrative Agent);

                  (m) Lien Searches. Lien searches in the names of the Borrower
         and each of its Domestic Subsidiaries (and in all names under which
         each such Person has done business within the last five years and in
         all names of Persons who previously owned any of the material
         Properties constituting Collateral as the Administrative Agent may
         require) in each U.S. state where each such Person maintains an office
         or has Property, showing no financing statements or other Lien
         instruments of record except for Permitted Liens (and Liens released in
         accordance with Section 6.1(l)); provided, however, that no such
         searches shall be required with respect to Loan Parties if and to the
         extent that counsel to the Administrative Agent determines that such
         searches are not reasonably necessary or appropriate given searches
         previously undertaken;



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<PAGE>

                  (n) Leases. Copies of all material leases (and all amendments
         and supplements thereto) pursuant to which the Borrower or any of its
         Subsidiaries leases real Properties, to the extent not previously
         delivered pursuant to the Existing Agreement;

                  (o) Solvency Certificate; Indemnity, Subrogation and
         Contribution Agreement. A certificate executed by a Responsible Officer
         of the Borrower (with respect to the Borrower and its Subsidiaries)
         demonstrating that, concurrently with and after giving effect to the
         Loans and the Related Transactions, each of the Borrower and each of
         its Subsidiaries is Solvent on a consolidated and consolidating basis;
         and the Indemnity, Subrogation and Contribution Agreement as executed
         by the Loan Parties;

                  (p) Prior Acquisition Documents. Copies of all Prior
         Acquisition Documents (other than Prior Acquisition Documents
         previously delivered to the Administrative Agent and certified by a
         Loan Party as being true and correct copies), certified by a
         Responsible Officer of the Borrower as being true and correct copies of
         such documents as of the Closing Date;

                  (q) Consents and Permits. A certificate of a Responsible
         Officer of each Loan Party either (i) attaching copies of all consents,
         licenses, approvals and material Permits required in connection with
         the execution, delivery and performance by such Loan Party and the
         validity against such Loan Party of the Loan Documents and the Related
         Transactions Documents to which it is a party to the extent not
         previously delivered pursuant to the Existing Agreement, and such
         consents, licenses, approvals and Permits shall be in full force and
         effect, or (ii) stating that no such consents, licenses, approvals or
         Permits are so required;

                  (r) Payment of Fees and Expenses. The Borrower shall have paid
         to the appropriate Person(s) (i) all amounts accrued to the Closing
         Date and not previously paid which are payable in accordance with the
         Existing Agreement, (ii) all fees due on or before the Closing Date as
         specified in this Agreement or in the Commitment Letter and (iii) all
         fees and expenses of or incurred by the Administrative Agent and its
         counsel to the extent billed on or before the Closing Date and payable
         pursuant to this Agreement;

                  (s) Regulatory Approvals. Evidence satisfactory to the
         Administrative Agent that all filings, consents or approvals with or of
         Governmental Authorities necessary to consummate the transactions
         contemplated by the Loan Documents and the Related Transactions
         Documents have been made and obtained, as applicable, including,
         without limitation, all approvals or filings (if any) required under
         the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the
         Investment Canada Act (Canada) and the Competition Act (Canada) and the
         lapse of all waiting periods with respect thereto;

                  (t) Compliance with Laws. As of the Closing Date, each Person
         that is a party to this Agreement, any of the other Loan Documents or
         any of the Related Transactions Document shall have complied with all
         Governmental Requirements necessary to consummate the transactions
         contemplated by this Agreement, the other Loan Documents and such
         Related Transactions Documents;



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<PAGE>

                  (u) No Prohibitions. No Governmental Requirement shall
         prohibit the consummation of the transactions contemplated by this
         Agreement, any other Loan Document or any Related Transactions
         Document, and no order, judgment or decree of any Governmental
         Authority or arbitrator shall, and no litigation or other proceeding
         shall be pending or threatened which would enjoin, prohibit, restrain
         or otherwise adversely affect in any material manner the consummation
         of the transactions contemplated by this Agreement, the other Loan
         Documents and such Related Transactions Documents or otherwise have a
         Material Adverse Effect;

                  (v) No Material Adverse Change. As of the Closing Date, no
         material adverse change shall have occurred (i) with respect to the
         condition (financial or otherwise), results of operations, business,
         operations, capitalization, assets, liabilities (actual or contingent)
         or prospects of the Borrower or any of its Subsidiaries since July 31,
         2003, and the Administrative Agent shall be satisfied that the economic
         performance of the Borrower and each of its Subsidiaries to the Closing
         Date is not materially different from the economic projections for the
         Borrower and each of its Subsidiaries through the Closing Date that
         were previously submitted to the Administrative Agent, or (ii) with
         respect to the facts and information regarding the Loan Parties as
         represented by the Borrower to the Administrative Agent and the Lenders
         as of July, 2003;

                  (w) Financial Statements. Copies of each of the financial
         statements referred to in Section 7.2, to the extent not previously
         delivered to the Administrative Agent;

                  (x) Opinions of Counsel. Favorable opinions (or comfort
         letters with respect to clause (iii) succeeding) of (i) U.S. counsel
         for the Loan Parties as may be acceptable to the Administrative Agent,
         in form and substance satisfactory to the Administrative Agent, with
         respect to the Borrower and its Subsidiaries and with respect to the
         Loan Documents and the Related Transactions and the Related
         Transactions Documents relating thereto, (ii) regulatory counsel for
         the Loan Parties as may be acceptable to the Administrative Agent, in
         form and substance satisfactory to the Administrative Agent, regarding
         licensing and other regulatory requirements and matters in each of the
         jurisdictions in which the Borrower or any of its Subsidiaries operates
         or will operate after giving effect to the Related Transactions, and
         (iii) such other counsel as may be acceptable to the Administrative
         Agent regarding the power and authority of each of the Subsidiaries of
         the Borrower to execute and deliver its Guaranty and Security Agreement
         under the laws of its jurisdiction of incorporation or organization;

                  (y) Reliance Letters. To the extent not previously delivered
         to the Administrative Agent, copies of all legal opinions (other than
         legal opinions previously delivered to the Administrative Agent) issued
         in connection with the Prior Acquisitions and letters from counsel that
         issued such opinions stating that such opinions may be relied upon by
         the Administrative Agent and the Lenders (or, alternatively, originals
         of such opinions addressed to the Administrative Agent and the
         Lenders);

                  (z) Accountant's Letter. To the extent not previously
         delivered to the Administrative Agent, a letter from the Borrower
         authorizing the independent public accountants of the Borrower and its
         Subsidiaries to communicate with the Administrative



CREDIT AGREEMENT - Page 56

<PAGE>

         Agent and the Lenders and acknowledging reliance by the Administrative
         Agent and the Lenders on past, present and future financial statements;
         and

                  (aa) Letters of Credit. With respect to the issuance of a
         Letter of Credit, a Letter of Credit Agreement in the form required by
         the Issuing Bank with respect thereto executed by the Borrower.

The Borrower shall deliver, or cause to be delivered, to the Administrative
Agent sufficient counterparts of each agreement, document or instrument to be
received by the Administrative Agent under this Section 6.1 to permit the
Administrative Agent to distribute a copy of the same to each of the Lenders.
After the request of the Borrower, the Administrative Agent shall inform the
Borrower in writing as to the status of satisfaction of the conditions precedent
set forth in this Section 6.1. Notwithstanding anything to the contrary
contained in this Agreement, this Agreement shall be null and void and of no
force or effect if (i) all conditions precedent set forth in this Section 6.1
have not been satisfied (or waived) on or before March 16, 2004 and (ii) the
Administrative Agent has notified the Borrower of the termination of this
Agreement as a result thereof (which notice the Administrative Agent agrees to
deliver if so requested by the Required Lenders).

         Section 6.2 All Extensions of Credit. The obligation of each Lender to
make any Loan (including the initial Loan) under this Agreement and the
obligation of the Issuing Bank to issue any Letter of Credit (including the
initial Letter of Credit) under this Agreement are subject to the satisfaction
of each of the conditions precedent set forth in Section 6.1 and each of the
following additional conditions precedent:

                  (a) No Default or Material Adverse Effect. No Default or
         Material Adverse Effect shall have occurred and be continuing, or would
         result from such Loan or Letter of Credit;

                  (b) Representations and Warranties. All of the representations
         and warranties of the Borrower and its Subsidiaries and the other Loan
         Parties contained in this Agreement and in the other Loan Documents
         shall be true and correct on and as of the date of such Loan or Letter
         of Credit with the same force and effect as if such representations and
         warranties had been made on and as of such date; and

                  (c) Additional Documentation. The Administrative Agent shall
         have received such additional approvals, opinions, agreements,
         documents and instruments as the Administrative Agent may reasonably
         request.

Each notice of borrowing or request for the issuance of a Letter of Credit by
the Borrower hereunder shall constitute a representation and warranty by the
Borrower that the conditions precedent set forth in Sections 6.2(a) and (b) have
been satisfied (both as of the date of such notice and, unless the Borrower
otherwise notifies the Administrative Agent prior to the date of such borrowing
or Letter of Credit, as of the date of such borrowing or Letter of Credit).

         Section 6.3 Closing Certificates. The Borrower shall, concurrently with
the Closing Date, execute and deliver to the Administrative Agent a Closing
Certificate in form and substance satisfactory to the Administrative Agent
certifying as to the satisfaction of each of the



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<PAGE>

conditions precedent set forth in Sections 6.1 and 6.2 which are required to be
satisfied on or before the Closing Date. In addition, the Borrower shall, on or
before the date of the making or issuance of the requested Loan or Letter of
Credit, respectively, if such Loan is made or Letter of Credit is issued to
finance (in whole or in part) a Future Acquisition, execute and deliver to the
Administrative Agent a Closing Certificate in form and substance satisfactory to
the Administrative Agent certifying as to the satisfaction of each of the
conditions precedent set forth in Sections 6.1 and 6.2 which are required to be
satisfied on or before such date.

                                   ARTICLE 7

                         Representations and Warranties

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that the following statements are and, after giving effect to the
Related Transactions and the funding of the initial Loans on the Closing Date,
will be true, correct and complete:

         Section 7.1 Corporate Existence. Each of the Borrower and its
Subsidiaries (a) is a corporation (or other entity) duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has all requisite power and authority to own
its Properties and carry on its business as now being or as proposed to be
conducted, and (c) is qualified to do business in all jurisdictions in which the
nature of its business makes such qualification necessary and where failure to
so qualify would have a Material Adverse Effect. Each of the Borrower and its
Subsidiaries has the power and authority and legal right to execute, deliver and
perform its obligations under the Loan Documents and the Related Transactions
Documents to which it is or may become a party.

         Section 7.2 Financial Statements. The Borrower has delivered to the
Administrative Agent and the Lenders audited (by BDO Seidman LLP) consolidated
and consolidating financial statements of the Borrower and its Subsidiaries as
of and for the fiscal years ended July 31, 2001, 2002 and 2003 and unaudited,
interim financial statements as of and for the fiscal quarters ended January 31,
2003, April 30, 2003, July 31, 2003 and October 31, 2003. To the Borrower's
knowledge, such financial statements are true and correct, have been prepared in
accordance with GAAP and fairly and accurately present, on a consolidated and
consolidating (where applicable) basis, the financial condition of the Borrower
and its consolidated Subsidiaries as of the respective dates indicated therein
and the results of operations for the respective periods indicated therein.
There has not been, as of the Closing Date, any material adverse change in the
financial condition, results of operations, business, operations,
capitalization, assets, liabilities or prospects of the Borrower or its
Subsidiaries since the effective dates of the most recent applicable financial
statements referred to in this Section 7.2(a).

         Section 7.3 Corporate Action; No Breach. The execution, delivery and
performance by each Loan Party of the Loan Documents and Related Transactions
Documents to which it is or may become a party and compliance with the terms and
provisions hereof and thereof have been duly authorized by all requisite
corporate or other entity action on the part of the Loan Parties and do not and
will not (a) violate or conflict with, or result in a breach of, or require any
consent under (i) the articles or certificates of incorporation or bylaws of any
Loan Party, (ii) any Governmental Requirement or any order, writ, injunction or
decree of any Governmental


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<PAGE>

Authority or arbitrator, or (iii) any material agreement, document or instrument
to which any Loan Party is a party or by which any Loan Party or any of its
Property is bound or subject, or (b) constitute a default under any such
material agreement, document or instrument, or result in the creation or
imposition of any Lien (except a Lien in favor of the Administrative Agent for
and on behalf of the Lenders under the Security Documents as provided in Article
5) upon any of the revenues or Property of any Loan Party.

         Section 7.4 Operation of Business. The Borrower and its Subsidiaries
possess all Permits, franchises, licenses and authorizations necessary or
appropriate to conduct their respective businesses substantially as now
conducted. All of such Permits, franchises, licenses and authorizations which
are required by any Governmental Requirement or which are or are to be issued by
any Governmental Authority are disclosed on Schedule 7.4. None of such Persons
is in material violation of any such Permits, franchises, licenses or
authorizations.

         Section 7.5 Intellectual Property. The Borrower and its Subsidiaries
own or possess (or will be licensed or have the full right to use) all
Intellectual Property which is necessary or appropriate for the operation of
their respective businesses as presently conducted and as proposed to be
conducted, without any known conflict with the rights of others. The
consummation of the transactions contemplated by this Agreement, the other Loan
Documents and the Related Transactions Documents will not materially alter or
impair, individually or in the aggregate, any of such rights of such Persons. No
product or service of the Borrower and its Subsidiaries infringes upon any
Intellectual Property owned by any other Person, and no claim or litigation is
pending or, to the knowledge of the Borrower or any of its Subsidiaries,
threatened against the Borrower or any of its Subsidiaries or any such Person
contesting its right to use any product or material which could have a Material
Adverse Effect. There is no violation by the Borrower or any of its Subsidiaries
of any right of the Borrower or any of its Subsidiaries with respect to any
material Intellectual Property owned or used by the Borrower or any of its
Subsidiaries.

         Section 7.6 Litigation and Judgments. Each material action, suit,
investigation or proceeding before or by any Governmental Authority or
arbitrator pending or, to the knowledge of the Borrower or any of its
Subsidiaries, threatened against or affecting the Borrower or any of its
Subsidiaries, or that relates to any of the Related Transactions as of the
Closing Date, is disclosed on Schedule 7.6. None of such actions, suits,
investigations or proceedings could, if adversely determined, have a Material
Adverse Effect or could adversely affect the ability of the Borrower or any
other Loan Party to pay or perform its indebtedness, liabilities and/or
obligations under the Loan Documents. Except as may be disclosed on Schedule
7.6, as of the Closing Date, there are no outstanding judgments against the
Borrower or any of its Subsidiaries. Neither the Borrower nor any of its
Subsidiaries has received any opinion or memorandum or legal advice from legal
counsel to the effect that it is exposed to any liability or disadvantage that
could reasonably be expected to have a Material Adverse Effect.

         Section 7.7 Rights in Properties; Liens. Each of the Borrower and its
Subsidiaries has good and indefeasible title to or, with respect to leasehold
interests, valid leasehold interests in all of its material Properties and
assets, real and personal, including the material Properties, assets and
leasehold interests reflected in the financial statements described in Section
7.2(a), and none of the Properties or leasehold interests of any Loan Party or
any of its Subsidiaries is


CREDIT AGREEMENT - Page 59

<PAGE>

subject to any Lien, except Permitted Liens. Except as disclosed on Schedule
7.7(a), as of the Closing Date, neither the Borrower nor any of its Subsidiaries
owns any material right, title or interest in any real Properties. Except as
disclosed on Schedule 7.7(b), as of the Closing Date, neither the Borrower nor
any of its Subsidiaries owns any right, title or interest of a material nature
in Intellectual Property. As of the Closing Date, Schedule 7.7(c) sets forth the
locations of all of the offices and other places of business of the Borrower and
its Subsidiaries and the locations of all of the material Properties of the
Borrower and its Subsidiaries, as well as the identities of the Borrower and its
Subsidiaries who conduct business or own Properties at such locations and the
identities of the predecessor entities who previously conducted business or
owned Properties at such locations and whose Capital Stock or assets were
acquired by the Borrower or its Subsidiaries.

         Section 7.8 Enforceability. The Loan Documents and the Related
Transactions Documents have been duly and validly executed and delivered by each
of the Loan Parties that is a party thereto as of the Closing Date, and such
Loan Documents and Related Transaction Documents constitute the legal, valid and
binding obligations of the Loan Parties, enforceable against the Loan Parties in
accordance with their respective terms, except as limited by bankruptcy,
insolvency or other laws of general application relating to the enforcement of
creditors' rights and general principles of equity.

         Section 7.9 Approvals. No authorization, approval or consent of, and no
filing or registration with or notice to, any Governmental Authority or third
party is or will be necessary for the execution, delivery or performance by any
Loan Party of any of the Loan Documents or Related Transactions Documents to
which it is or will be a party or for the validity or enforceability thereof,
except for such consents, approvals and filings as have been validly obtained or
made and are in full force and effect. The consummation of the Related
Transactions does not require the consent or approval of any other Person,
except such consents and approvals (a) as have been validly obtained and are in
full force and effect or (b) as to which the failure to obtain is not,
individually or in the aggregate, material. Neither the Borrower nor any of its
Subsidiaries has failed to obtain any material governmental consent, approval,
license, Permit, franchise or other governmental authorization necessary for the
ownership or use of any of its Properties or the conduct of its business.

         Section 7.10 Debt. As of the Closing Date and after giving effect to
the initial Loans made on the Closing Date, the Loan Parties and their
Subsidiaries have no Debt except for (a) the Obligations, (b) the intercompany
Debt disclosed on Schedule 7.10(a) hereto, and (c) the Debt (other than
intercompany Debt) disclosed on Schedule 7.10(b) hereto.

         Section 7.11 Taxes. The Borrower and its Subsidiaries have filed all
tax returns (federal, state, provincial and local) required to be filed,
including all income, franchise, employment, Property and sales tax returns, and
have paid all of their respective liabilities for taxes, assessments,
governmental charges and other levies that are due and payable. Neither the
Borrower nor any of its Subsidiaries is aware of any pending investigation of
the Borrower or any of its Subsidiaries or any of its Affiliates by any taxing
authority, or of any pending but unassessed tax liability of the Borrower or any
of its Subsidiaries or any of its Affiliates, other than with respect to (a) ad
valorem or other real property taxes not in excess of $10,000 as to any such
Person and (b) other taxes in an aggregate amount as to any such Person which
could not, if



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<PAGE>

an adverse determination is made with respect to such taxes, materially and
adversely affect such Person, which (as to each of clauses (a) and (b)
preceding) are currently being contested in good faith by appropriate
proceedings diligently conducted by or on behalf of such Person and as to which,
if required by GAAP, such Person has established adequate reserves. No tax Liens
have been filed and, except as disclosed on Schedule 7.11, no claims are being
asserted against any Loan Party or any of its Affiliates, with respect to any
taxes. Except as disclosed on Schedule 7.11 hereto, as of the Closing Date, none
of the U.S. or Canadian income tax returns of any Loan Party or any of its
Affiliates are under audit. The charges, accruals and reserves on the books of
the Borrower and its Subsidiaries in respect of taxes or other governmental
charges are in accordance with GAAP.

         Section 7.12 Margin Securities. None of the Loan Parties or any of
their respective Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulations T, U or X of the Board
of Governors of the Federal Reserve System), and no part of the proceeds of any
Loan will be used to purchase or carry any margin stock or to extend credit to
others for the purpose of purchasing or carrying margin stock

         Section 7.13 ERISA; Canadian Plans. None of the Loan Parties, Canadian
Subsidiaries or ERISA Affiliates maintains or contributes to, or has any
obligation under, any Pension Plan or Canadian Pension Plan other than the
Pension Plans and Canadian Pension Plans identified on Schedule 7.13. Each Plan
and Canadian Plan of each Loan Party and each Canadian Subsidiary is in
compliance in all material respects with all applicable provisions of ERISA and
the Code or of Canadian Pension and Benefits Law, as the case may be. Neither a
Reportable Event nor a Prohibited Transaction has occurred within the last 60
months with respect to any Plan. No event has occurred or investment has been
made which could render any Loan Party, Canadian Subsidiary, Canadian Plan or
funding agent thereof liable for any tax or penalty under Canadian Pension and
Benefits Law. No notice of intent to terminate a Pension Plan or Canadian
Pension Plan has been filed, nor has any Pension Plan or Canadian Pension Plan
been terminated. No circumstances exist which constitute grounds entitling the
PBGC or a Canadian Pension Authority to institute proceedings to terminate, or
appoint a trustee to administer, a Pension Plan or Canadian Pension Plan, nor
has the PBGC or a Canadian Pension Authority instituted any such proceedings.
None of the Loan Parties, Canadian Subsidiaries or ERISA Affiliates has
completely or partially withdrawn from a Multiemployer Plan. Each Loan Party,
Canadian Subsidiary and each ERISA Affiliate have met their minimum funding
requirements under ERISA and the Code or under Canadian Pension and Benefits Law
with respect to all of their Plans or Canadian Plans subject to such
requirements, and, as of the Closing Date except as specified on Schedule 7.13,
the present value of all tested benefits under each funded Plan or funded
Canadian Plan (exclusive of any Multiemployer Plan) does not and will not exceed
the fair market value of all such Plan or Canadian Plan assets allocable to such
benefits, as determined on the most recent valuation date of such Plan or
Canadian Plan and in accordance with ERISA or Canadian Pension and Benefits Law,
as the case may be. None of the Loan Parties, Canadian Subsidiaries or ERISA
Affiliates has incurred any liability to the PBGC under ERISA or to the PBGF. No
litigation is pending or threatened concerning or involving any Plan or Canadian
Plan. There are no unfunded or unreserved liabilities (on either a going-concern
basis or a wind-up basis) relating to any Plan or Canadian Plan that could,
individually or in the aggregate, have a Material Adverse Effect if such Loan
Party or Canadian Subsidiary were


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required to fund or reserve such liability in full. As of the Closing Date, no
funding waivers have been or will have been requested or granted under Section
412 of the Code with respect to any Plan. No unfunded or unreserved liability
for benefits under any Plan or Plans or Canadian Plan or Canadian Plans
(exclusive of any Multiemployer Plans) exceeds $1,000,000 or Cdn. $1,000,000,
with respect to any such Plan or Canadian Plan, respectively, or $2,000,000 or
Cdn. $2,000,000 with respect to all such Plans or Canadian Plans, respectively,
in the aggregate as of the Closing Date, on either a going-concern basis or a
wind-up basis.

         Section 7.14 Disclosure. No written statement, information, report,
representation or warranty made by any Loan Party in any Loan Document or
Related Transaction Document or furnished to the Administrative Agent or any
Lender by or on behalf of any Loan Party in connection with the Loan Documents
or the Related Transactions Documents or any transaction contemplated hereby or
thereby contains any untrue statement of a material fact or omits to state any
material fact necessary to make the statements herein or therein not misleading.
There is no fact known to any Loan Party which has had a Material Adverse
Effect, and there is no fact known to any Loan Party which might in the future
have a Material Adverse Effect, except as may have been disclosed in writing to
the Administrative Agent and the Lenders.

         Section 7.15 Capitalization; Subsidiaries.

                  (a) On and as of the Closing Date, the authorized Capital
         Stock, the par value per share and the number of shares issued and
         outstanding with respect to the Capital Stock of each of the
         Subsidiaries of the Borrower, are as specified on Schedule 7.15 hereto.
         The Borrower will, as of the Closing Date, own all of the issued and
         outstanding Capital Stock of each of Dynamex East, Dynamex West, Road
         Runner, NYDEX, Fleet Services, Canada Holdings and Provincial Couriers.
         Canada Holdings will, as of the Closing Date, own all of the issued and
         outstanding Capital Stock of Holdings NS Corp. Provincial Couriers
         will, as of the Closing Date, own all of the issued and outstanding
         Capital Stock of Provincial NS Corp. Holdings NS Corp. will, as of the
         Closing Date, own 99 percent of all of the issued and outstanding
         Capital Stock of Dynamex Canada LP, and Provincial NS Corp. will, as of
         the Closing Date, own the remaining one percent of the issued and
         outstanding Capital Stock of Dynamex Canada LP. Dynamex Canada LP will,
         as of the Closing Date, own all of the issued and outstanding Capital
         Stock of Dynamex Canada, and Dynamex Canada will, as of the Closing
         Date, own all of the issued and outstanding Capital Stock of Alpine.

                  (b) On and as of the Closing Date, (i) the Borrower will have
         no Subsidiaries other than Dynamex East, Dynamex West, Road Runner,
         NYDEX, Fleet Services, Canada Holdings, Provincial Couriers and the
         indirectly owned Subsidiaries referred to in clauses (ii) through (vi)
         succeeding, (ii) Canada Holdings will have no Subsidiaries other than
         Holdings NS Corp. and the Subsidiaries of Holdings NS Corp., (iii)
         Provincial Couriers will have no Subsidiaries other than Provincial NS
         Corp. and the Subsidiaries of Provincial NS Corp., (iv) Holdings NS
         Corp. will have no Subsidiaries other than Dynamex Canada LP and the
         Subsidiaries of Dynamex Canada LP, (v) Dynamex Canada LP will have no
         Subsidiaries other than Dynamex Canada and Alpine, (vi) Dynamex Canada
         will have no Subsidiaries other than Alpine, and (vii) no Subsidiary of
         the


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<PAGE>

         Borrower will have any Subsidiaries except as specified in clauses (ii)
         through (vi) preceding.

                  (c) All of the issued and outstanding Capital Stock of the
         Borrower and the Subsidiaries of the Borrower has been validly issued
         and is fully paid and nonassessable; provided, however, that the
         Capital Stock issued by each of Holdings NS Corp., Provincial NS Corp.
         and Dynamex Canada (each a Nova Scotia unlimited liability company) is
         assessable only to the extent set forth in Section 135 of the Companies
         Act (Nova Scotia) regarding the liability of members of an unlimited
         liability company to contribute to the assets of such unlimited
         liability company an amount sufficient for payment of its debts and
         liabilities and the costs, charges and expenses of winding up of the
         unlimited liability company and for the adjustments of the
         contributories among themselves. There are no outstanding
         subscriptions, options, warrants, calls or rights (including preemptive
         rights) to acquire, and no outstanding securities or instruments
         convertible into, Capital Stock of any of the Subsidiaries of the
         Borrower.

         Section 7.16 Agreements. Neither the Borrower nor any of its
Subsidiaries is a party to any indenture, loan, credit agreement, stock purchase
agreement or any lease or other agreement, document or instrument, or subject to
any charter or corporate restriction, that could have a Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries is in default in any respect in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any agreement document or instrument binding on it or
its Properties, except for instances of noncompliance that, individually or in
the aggregate, could not have a Material Adverse Effect.

         Section 7.17 Compliance with Laws. Neither the Borrower nor any of its
Subsidiaries is in violation of ally Governmental Requirement, except for
instances of non-compliance that, individually or in the aggregate, could not
have a Material Adverse Effect.

         Section 7.18 Investment Company Act. Neither the Borrower nor any of
its Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

         Section 7.19 Public Utility Holding Company Act. Neither the Borrower
nor any of its Subsidiaries is a "holding company" or a "subsidiary company" of
a "holding company" or an "affiliate" of a "holding company" or a "public
utility" within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

         Section 7.20 Environmental Matters.

                  (a) Except for instances of noncompliance with or exceptions
         to any of the following representations and warranties that could not
         have, individually or in the aggregate, a Material Adverse Effect:

                           (i) The Borrower and its Subsidiaries and all of
                  their respective Properties and operations are in full
                  compliance with all Environmental Laws. Neither the Borrower
                  nor any of its Subsidiaries is aware of, and neither the
                  Borrower nor any of its Subsidiaries has received written
                  notice of, any past,



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                  present or future conditions, events, activities, practices or
                  incidents which may interfere with or prevent the compliance
                  or continued compliance by the Borrower or any of its
                  Subsidiaries with all Environmental Laws;

                           (ii) The Borrower and its Subsidiaries have obtained
                  all Permits that are required under applicable Environmental
                  Laws, and all such Permits are in good standing and all such
                  Persons are in compliance with all of the terms and conditions
                  thereof;

                           (iii) No Hazardous Materials exist on, about or
                  within or have been (to the knowledge of the Borrower or any
                  of its Subsidiaries) or are being used, generated, stored,
                  transported, disposed of on or Released from any of the
                  Properties of the Borrower and its Subsidiaries except in
                  compliance with applicable Environmental Laws. The use which
                  the Loan Parties make and intend to make of their respective
                  Properties will not result in the use, generation, storage,
                  transportation, accumulation, disposal or Release of any
                  Hazardous Material on, in or from any of their Properties
                  except in compliance with applicable Environmental Laws;

                           (iv) Neither the Borrower nor any of its Subsidiaries
                  nor any of their respective currently or previously owned or
                  leased Properties or operations are subject to any outstanding
                  or, to the knowledge of the Borrower or any of its
                  Subsidiaries, threatened order from or agreement with any
                  Governmental Authority or other Person or subject to any
                  judicial or administrative proceeding with respect to (A) any
                  failure to comply with Environmental Laws, (B) any Remedial
                  Action, or (C) any Environmental Liabilities;

                           (v) There are no conditions or circumstances
                  associated with the currently or previously owned or leased
                  Properties or operations of the Borrower or any of its
                  Subsidiaries that could reasonably be expected to give rise to
                  any Environmental Liabilities or claims resulting in any
                  Environmental Liabilities. Neither the Borrower nor any of its
                  Subsidiaries is subject to, or has received written notice of
                  any claim from any Person alleging that either the Borrower or
                  any of its Subsidiaries is or will be subject to, any
                  Environmental Liabilities;

                           (vi) None of the Properties of the Borrower nor any
                  of its Subsidiaries is a treatment facility (except for the
                  recycling of Hazardous Materials generated on-site and the
                  treatment of liquid wastes subject to the Clean Water Act or
                  other applicable Environmental Law of Canada for temporary
                  storage of Hazardous Materials generated on-site prior to
                  their disposal off-site) or disposal facility requiring a
                  permit under the Resource Conservation and Recovery Act, 42
                  U.S.C. Section 6901 et seq., regulations thereunder or any
                  comparable provision of state or Canadian federal or
                  provincial law. The Borrower and its Subsidiaries are
                  compliance with all applicable financial responsibility
                  requirements of all Environmental Laws; and



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                           (vii) Neither the Borrower nor any of its
                  Subsidiaries has failed to file any notice required under
                  applicable Environmental Law reporting a Release.

                  (b) No Lien arising under any Environmental Law that could
         have, individually or in the aggregate, a Material Adverse Effect has
         attached to any Property or revenues of the Borrower or any of its
         Subsidiaries.

         Section 7.21 Labor Disputes and Acts of God. Neither the business nor
the Properties of the Borrower or any of its Subsidiaries are affected by any
fire, explosion, accident, strike, lockout or other labor dispute, drought,
storm, hail, earthquake, embargo, act of God or of the public enemy or other
casualty (whether or not covered by insurance) that is having or could have a
Material Adverse Effect.

         Section 7.22 Material Contracts. Attached hereto as Schedule 7.22 is a
complete list, as of the Closing Date, of all Material Contracts of the Borrower
and its Subsidiaries, other than the Loan Documents. All of the Material
Contracts are in full force and effect and neither the Borrower nor any of its
Subsidiaries is in default under any Material Contract and, to the knowledge of
the Loan Parties after due inquiry, no other Person that is a party thereto is
in default under any of the Material Contracts. None of the Material Contracts
prohibit the transactions contemplated under the Loan Documents or the Related
Transactions Documents. Except as may be provided on Schedule 7.22, (a) each of
the Material Contracts of the Borrower and its Domestic Subsidiaries has been
transferred or assigned to, or are currently in the name of, a Loan Party and
(b) each of such Material Contracts is assignable to the Administrative Agent as
collateral and is assignable by the Administrative Agent to a transferee if an
Event of Default were to occur. The Borrower has delivered to the Administrative
Agent a complete and current copy of each Material Contract to which the
Borrower or any of its Domestic Subsidiaries is a party (other than purchase
orders entered into in the ordinary course of business) existing on the Closing
Date and, with respect to each such Material Contract (other than purchase
orders entered into in the ordinary course of business) entered into after the
Closing Date, will deliver to the Administrative Agent a complete and current
copy of such Material Contract in a reasonably prompt fashion after the creation
thereof.

         Section 7.23 Bank Accounts. As of the Closing Date, Schedule 7.23 sets
forth the account numbers and location of all bank accounts (including lock box
and special accounts) of the Borrower and its Subsidiaries.

         Section 7.24 Outstanding Securities. As of the Closing Date, all
outstanding securities (as defined in the Securities Act of 1933, as amended, or
any successor thereto, and the rules and regulations of the Securities and
Exchange Commission thereunder) of the Loan Parties have been offered, issued,
sold and delivered in compliance with all applicable Governmental Requirements.

         Section 7.25 Related Transactions Documents.

                  (a) All representations and warranties made by the Loan
         Parties in the Related Transactions Documents and, to the knowledge of
         the Loan Parties after due inquiry, all representations and warranties
         made by all other Persons in the Related Transactions


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<PAGE>

         Documents, are true and correct in all material respects on and as of
         each date made or deemed made and as of the Closing Date. No rights of
         cancellation or rescission and, to the knowledge of the Loan Parties,
         no defaults or defenses exist with respect to any of the Related
         Transactions Documents. The Borrower has delivered to the
         Administrative Agent complete and correct copies of all Related
         Transactions Documents, including all schedules and exhibits thereto.
         The Related Transactions Documents set forth the entire agreement and
         understanding of the parties thereto relating to the subject matter
         thereof, and there are no other agreements, arrangements or
         understandings, written or oral, relating to the matters covered
         thereby.

                  (b) As of the Closing Date, all conditions precedent to the
         Related Transactions pursuant to the Related Transactions Documents
         have been fulfilled in all material respects or (with the prior written
         consent of the Administrative Agent) waived, the Related Transactions
         Documents have not been amended or otherwise modified in any material
         respect (except as permitted by this Agreement), and there has not been
         any breach of any material term or condition contained in the Related
         Transactions Documents. After giving effect to the consummation of the
         Acquisitions, the Borrower or a Subsidiary of the Borrower (as
         applicable) has or will have acquired and become the owner of all of
         the issued and outstanding Capital Stock of each of its Subsidiaries
         free and clear of any Liens, except the Liens securing the Obligations
         in favor of the Administrative Agent for and on behalf of the Lenders.
         In connection with the Acquisitions, neither the Borrower nor any of
         its Subsidiaries has assumed or will assume any liabilities other than
         those required to be assumed by the Borrower in accordance with the
         express terms and provisions of the Acquisition Documents, all of which
         assumed liabilities relating to the Prior Acquisitions are reflected or
         reserved against in the applicable financial statements of the Borrower
         or are contingent liabilities which are not required to be reflected or
         reserved against in accordance with GAAP. Except as set forth in
         Schedule 7.25 (with respect to the Prior Acquisitions) or except as
         will be disclosed to the Administrative Agent and to the Lenders in
         writing (with respect to any Future Acquisition) prior to the
         consummation of any Future Acquisition, all approvals, authorizations,
         consents, licenses exemptions of, filings or registrations with any
         Governmental Authority or other Person required in connection with the
         Acquisitions have been obtained (including, without limitation,
         notification under the Hart-Scott-Rodino Antitrust Improvements Act of
         1976, the Investment Canada Act (Canada) and the Competition Act
         (Canada), the approvals of the appropriate transportation regulation
         authorities and any necessary licenses to operate the acquired
         businesses in the applicable locations on and after the Closing Date)
         and all waiting periods (if any) relating thereto have lapsed. None of
         the approvals, authorizations, consents, licenses, exemptions, filings,
         registrations or other actions which has not been obtained will,
         individually or in the aggregate with all such approvals,
         authorizations, consents, licenses, exemptions filings, registrations
         or other actions which have not been obtained, materially adversely
         affect the businesses of the Borrower or any of its Subsidiaries.

                  (c) None of the Related Transactions to occur on or about the
         Closing Date will violate any term or provision of the Prior
         Acquisition Documents and no approval, authorization, consent or other
         action by any party to the Prior Acquisition Documents is



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<PAGE>

         necessary for the consummation of the Related Transactions to occur on
         or about the Closing Date.

         Section 7.26 Solvency. Each of the Borrower and each of its
Subsidiaries, as a separate entity, is Solvent, both before and after giving
effect to the Loans and the Related Transactions.

         Section 7.27 Employee Matters. Except as set forth on Schedule 7.27, as
of the Closing Date (a) none of the Loan Parties or any of its respective
Subsidiaries or employees is subject to any collective bargaining agreement, and
(b) no petition for certification or union election is pending with respect to
the employees of any Loan Party or any of its respective Subsidiaries, and no
union or collective bargaining unit has sought such certification or recognition
with respect to the employees of any of the Loan Parties or any of its
respective Subsidiaries. There are no strikes, slowdowns, work stoppages or
controversies pending or, to the best knowledge of the Loan Parties after due
inquiry, threatened against, any of the Loan Parties or its respective
Subsidiaries or employees which could have, either individually or in the
aggregate, a Material Adverse Effect. Except as set forth on Schedule 7.27, as
of the Closing Date, none of the Loan Parties or any of its respective
Subsidiaries is subject to an employment contract.

         Section 7.28 Insurance. Schedule 7.28 sets forth a complete and
accurate description of all policies of insurance that will be in effect as of
the Closing Date for the Borrower and its Subsidiaries. To the extent such
policies have not been replaced, no notice of cancellation has been received for
such policies and the Borrower and its Subsidiaries are in compliance with all
of the terms and conditions of such policies.

         Section 7.29 Common Enterprise. Each of the Borrower and its
Subsidiaries is a member of an affiliated group with each other such Person and
the Borrower and its Subsidiaries are collectively engaged in a common
enterprise with one another. Each of the Borrower and its Subsidiaries expects
to derive substantial benefit (and may reasonably be expected to derive
substantial benefit), directly and indirectly, from the Loans and Letters of
Credit contemplated by this Agreement, both in its separate capacity and as a
member of an affiliated and integrated group. Each of the Borrower and its
Subsidiaries will receive reasonably equivalent value in exchange for the
Collateral and Guaranty being provided by it as security for the payment and
performance of the Obligations.

         Section 7.30 Chief Executive Offices and Principal Places of Business.
The chief executive office and principal place of business of each of the
Borrower and its Subsidiaries are as specified on Schedule 7.30 hereto. Each of
the Borrower and its Subsidiaries maintains complete books and records at its
chief executive office. Neither the Borrower nor any of its Subsidiaries, other
than the Canadian Subsidiaries, has a place of business in Canada.

         Section 7.31 Letter Agreement; No Default. All steps and transactions
contemplated by the Letter Agreement (including, without limitation, Schedule 1
thereto) have been fully consummated as described therein. As of the Closing
Date, no Default has occurred and is continuing.



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                                   ARTICLE 8

                              Affirmative Covenants

         The Borrower covenants and agrees that, as long as the Obligations or
any part thereof are outstanding or any Lender has any Commitment hereunder or
any Letter of Credit remains outstanding, it will perform and observe, or cause
to be performed and observed, the following covenants:

         Section 8.1 Reporting Requirements. The Borrower will furnish to the
Administrative Agent and each Lender:

                  (a) Annual Financial Statements. As soon as available, and in
         any event within 90 days after the end of each fiscal year of the
         Borrower, beginning with the fiscal year ending July 31, 2004, a copy
         of the annual audit report of the Borrower and its consolidated
         Subsidiaries as of the end of and for such fiscal year then ended
         containing, on a consolidated basis and with unaudited consolidating
         schedules attached, balance sheets and statements of income, retained
         earnings and cash flow, in each case setting forth in comparative form
         the figures for the preceding fiscal year, all in reasonable detail and
         audited and certified by BDO Seidman LLP or other independent certified
         public accountants of recognized standing acceptable to the
         Administrative Agent and containing no qualification thereto except as
         may be reasonably acceptable to the Administrative Agent, to the effect
         that such report has been prepared in accordance with GAAP;

                  (b) Quarterly Financial Statements. As soon as available, and
         in any event within 45 days after the end of each fiscal quarter of
         each fiscal year of the Borrower, beginning with the fiscal quarter
         ending January 31, 2004, a copy of an unaudited financial report of the
         Borrower and its consolidated Subsidiaries as of the end of such fiscal
         quarter and for the portion of the fiscal year then ended containing,
         on a consolidated basis, balance sheets and statements of income,
         retained earnings and cash flow, in each case setting forth in
         comparative form the figures for the corresponding period of the
         preceding fiscal year, all in reasonable detail certified by a
         Responsible Officer of the Borrower to have been prepared in accordance
         with GAAP and to fairly and accurately present (subject to year-end
         audit adjustments) the financial condition and results of operations of
         the Borrower and its consolidated Subsidiaries, on a consolidated
         basis, at the date and for the periods indicated therein, and
         containing information regarding any guaranties and other contingent
         Debt in detail consistent with the information regarding guaranties and
         other contingent Debt contained in the Borrower's annual audit report;

                  (c) Compliance Certificate. Concurrently with the delivery of
         each of the financial statements referred to in Sections 8.1(a) and
         8.1(b), a Compliance Certificate of a Responsible Officer of the
         Borrower substantially in the form of Exhibit G hereto, appropriately
         completed, (i) stating that, to the best of such officer's knowledge,
         no Default has occurred and is continuing or, if a Default has occurred
         and is continuing, stating the nature thereof and the action that has
         been taken and is proposed to be taken



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         with respect thereto, and (ii) showing in reasonable detail the
         calculations demonstrating compliance with Article 10;

                  (d) Budget. As soon as available and in any event before the
         beginning of each fiscal year of the Borrower, a copy of the budget of
         the Borrower and its Subsidiaries for such fiscal year (segregated by
         fiscal quarter and setting forth all material assumptions);

                  (e) Management Letters. Promptly upon any bequest therefor by
         the Administrative Agent or the Required Lenders, a copy of any
         management letter or written report submitted to the Borrower or any of
         its Subsidiaries by independent certified public accountants with
         respect to the business, condition (financial or otherwise),
         operations, prospects or Properties of any such Person;

                  (f) Notice of Litigation. Promptly after the commencement
         thereof, notice of all actions, suits and proceedings before any
         Governmental Authority or arbitrator affecting any Loan Party which, if
         determined adversely to any such Person, could have a Material Adverse
         Effect;

                  (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 setting forth the details of such Default
         and the action that such Loan Party has taken and proposes to take with
         respect thereto and (ii) the failure of the Borrower to make any
         required payment of principal, premium (if any), interest or other
         payment of or with respect to any Subordinated Debt or the occurrence
         of any other default or event of default with respect to any
         Subordinated Debt, a written notice setting forth the details thereof
         and the action that such Loan Party or the Borrower has taken or
         proposes to take with respect thereto;

                  (h) ERISA and Canadian Plan Reports. Promptly after the filing
         or receipt thereof, copies of all reports, including annual reports,
         and notices which any Loan Party, Canadian Subsidiary or any of its
         ERISA Affiliates files with or receives from the PBGC or the U.S.
         Department of Labor under ERISA or the PBGF or a Canadian Pension
         Authority under Canadian Pension and Benefits Law; and as soon as
         possible and in any event within five days after any such Person knows
         or has reason to know that any Pension Plan or Canadian Pension Plan is
         insolvent, or that any Reportable Event or Prohibited Transaction has
         occurred with respect to any Plan or Multiemployer Plan, or that any
         tax or penalty could become payable under Canadian Pension and Benefits
         Law with respect to any Canadian Plan, or that the PBGC, any Canadian
         Pension Authority, any Loan Party or any ERISA Affiliate has instituted
         or will institute proceedings under ERISA or Canadian Pension and
         Benefits Law to terminate or withdraw from or reorganize any Pension
         Plan or Canadian Pension Plan, a certificate of a Responsible Officer
         of such Loan Party or Canadian Subsidiary setting forth the details as
         to such insolvency, withdrawal, Reportable Event, Prohibited
         Transaction, tax or penalty or termination and the action that such
         Loan Party or Canadian Subsidiary has taken and proposes to take with
         respect thereto;



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                  (i) Reports to Other Creditors. Promptly after the furnishing
         thereof, a copy of any statement or report furnished by any Loan Party
         to any other party pursuant to the terms of any indenture, loan, stock
         purchase or credit or similar agreement and not otherwise required to
         be furnished to the Administrative Agent and the Lenders pursuant to
         any other subsection of this Section 8.1;

                  (j) Notice of Material Adverse Effect. Within five Business
         Days after any Loan Party becomes aware thereof, written notice of any
         matter that could reasonably be expected to have a Material Adverse
         Effect;

                  (k) Proxy Statements, Etc. As soon as available, one copy of
         each financial statement, report, notice or proxy statement sent by the
         Borrower or any of its Subsidiaries to its stockholders generally and
         one copy of each regular, periodic or special report, registration
         statement or prospectus filed by the Borrower or any of its
         Subsidiaries with any securities exchange or the Securities and
         Exchange Commission or any successor agency, and of all press releases
         and other statements made by the Borrower or any of its Subsidiaries to
         the public containing material developments in its business;

                  (l) Information regarding Subsidiaries and Collateral.

                           (i) Concurrently with the delivery of each of the
                  financial statements referred to in Sections 8.1(a) and
                  8.1(b), (A) notice of (1) any real Property acquired by the
                  Borrower or any of its Domestic Subsidiaries, (2) any
                  additional patents, copyrights and trademarks of a material
                  nature, and any other Intellectual Property of a material
                  nature of which the Administrative Agent should be aware in
                  order to ensure its Lien thereon, acquired by the Borrower or
                  any of its Domestic Subsidiaries, and (3) the creation or
                  acquisition of any Subsidiary of Borrower or any of its
                  Subsidiaries after the Closing Date of which the
                  Administrative Agent has not been previously informed in
                  writing and (B) a certificate of a Responsible Officer of the
                  Borrower setting forth the information required pursuant to
                  the Perfection Certificate or confirming that there has been
                  no change in such information since the date of the Perfection
                  Certificate delivered on the Closing Date or the date of the
                  most recent such certificate delivered pursuant to this clause
                  (B);

                           (ii) Promptly upon any occurrence thereof, written
                  notice of any change (A) in any Loan Party's name or in any
                  trade name used to identify it in the conduct of its business
                  or in the ownership of its Properties, (B) to the extent that
                  such change would require the filing of a new financing
                  statement or other document, in the jurisdiction of
                  incorporation or organization of any Loan Party or in the
                  location of any Loan Party's chief executive office, its
                  principal place of business or any tangible asset constituting
                  Collateral (including the installation of any asset
                  constituting Collateral at a location where Collateral has not
                  previously been located), (C) in any Loan Party's identity or
                  corporate structure or (D) in any Loan Party's Federal
                  taxpayer identification number; and



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<PAGE>

                           (iii) promptly upon any incurrence thereof, written
                  notice of any material casualty or damage to, or any
                  destruction of, any material portion of the Collateral or the
                  commencement of any action or proceeding for the taking of any
                  material portion of the Collateral or any part thereof or
                  interest therein under power of eminent domain or by
                  condemnation or similar proceeding.

                  (m) Appraisals. From time to time if the Administrative Agent
         or any Lender determines that such appraisals are required to comply
         with applicable Governmental Requirements, appraisals of the real
         Properties of the Borrower and its Domestic Subsidiaries reasonably
         satisfactory in form and substance to the Administrative Agent (which
         appraisals shall be at the expense of the Borrower except if and to the
         extent that such appraisals are required on more than two occasions
         during any fiscal year of the Borrower), together with any documents
         related to such appraisals as the Administrative Agent or any Lender
         may reasonably request from time to time;

                  (n) Insurance. Within 60 days prior to the end of each fiscal
         year of the Borrower, a report in form and substance reasonably
         satisfactory to the Administrative Agent summarizing all material
         insurance coverage maintained by the Borrower and its Subsidiaries as
         of the date of such report and all material insurance coverage planned
         to be maintained by such Persons in the subsequent fiscal year;

                  (o) Plan Information. From time to time, as reasonably
         requested by the Administrative Agent or any Lender, such books,
         records and other documents relating to any Pension Plan or Canadian
         Pension Plan as the Administrative Agent or any Lender shall specify;
         prior to any termination, partial termination or merger of a Pension
         Plan or Canadian Pension Plan covering employees of any Loan Party,
         Canadian Subsidiary or any ERISA Affiliate, or a transfer of assets of
         a Pension Plan or Canadian Pension Plan covering employees of any Loan
         Party, Canadian Subsidiary or any ERISA Affiliate, written notification
         thereof; promptly upon any Loan Party's receipt thereof, a copy of any
         determination letter or advisory opinion regarding any Pension Plan or
         Canadian Pension Plan received from any Governmental Authority and any
         amendment or modification thereto as may be necessary as a condition to
         obtaining a favorable determination letter or advisory opinion; and
         promptly upon the occurrence thereof, written notification of any
         action requested by any Governmental Authority to be taken as a
         condition to any such determination letter or advisory opinion;

                  (p) Environmental Assessments and Notices. Promptly after the
         receipt thereof, a copy of each environmental assessment (including any
         analysis relating thereto) prepared with respect to any real Property
         of any Loan Party and each notice sent by any Governmental Authority
         relating to any failure or alleged failure to comply with any
         Environmental Law or any liability with respect thereto;

                  (q) Purchase Price Adjustment. Within five days after any
         material post-closing adjustment to the purchase price is agreed to in
         connection with any Acquisition, notification of such post-closing
         adjustment to the purchase price agreed to in accordance with any such
         Acquisition Agreement; and



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                  (r) General Information. Promptly, such other information
         concerning the Loan Parties and their respective Subsidiaries, the
         creditworthiness of the Loan Parties and/or the Collateral as the
         Administrative Agent or any Lender may from time to time reasonably
         request.

         Section 8.2 Maintenance of Existence; Conduct of Business. Each of the
Loan Parties will, and will cause each of its Subsidiaries to, preserve and
maintain its corporate or other entity existence (except for mergers of
Subsidiaries permitted by Section 9.3) and all of its material leases,
privileges, licenses, Permits, franchises, qualifications, Intellectual
Property, intangible Property and rights that are necessary or appropriate in
the ordinary conduct of its business. Each of the Loan Parties will, and will
cause each of its Subsidiaries to, conduct its business in an orderly and
efficient manner in accordance with good business practices.

         Section 8.3 Maintenance of Properties. Each of the Loan Parties will,
and will cause each of its Subsidiaries to, maintain, keep and preserve all of
its material Properties necessary or appropriate in the proper conduct of its
business in good repair, working order and condition (ordinary wear and tear
excepted) and make all necessary repairs, renewals, replacements, betterments
and improvements thereof.

         Section 8.4 Taxes and Claims. Each of the Loan Parties will, and will
cause each of its Subsidiaries to, pay or discharge at or before maturity or
before becoming delinquent (a) all taxes, levies, assessments and governmental
charges imposed on it or its income or profits or any of its Property and (b)
all lawful claims for labor, material and supplies, which, if unpaid, might
become a Lien upon any of its Property; provided, however, that neither the
Borrower nor any of its Subsidiaries shall be required to pay or discharge any
tax, levy, assessment or governmental charge or claim for labor, material or
supplies whose amount, applicability or validity is being contested in good
faith by appropriate proceedings being diligently pursued and for which adequate
reserves have been established under GAAP.

         Section 8.5 Insurance. (a) Each of the Loan Parties will, and will
cause each of its Subsidiaries to, keep insured by financially sound and
reputable insurers all Property of a character usually insured by responsible
corporations engaged in the same or a similar business similarly situated
against loss or damage of the kinds and in the amounts customarily insured
against by such corporations or entities and carry such other insurance as is
usually carried by such corporations or entities, provided that in any event
each of the Borrower and its Subsidiaries (as appropriate) will maintain:

                           (i) Property Insurance. Insurance against loss or
                  damage covering substantially all of the tangible real and
                  personal Property and improvements of the Borrower and each of
                  its Subsidiaries by reason of any Peril (as defined below) in
                  such amounts (subject to any deductibles as shall be
                  reasonably satisfactory to the Administrative Agent) as shall
                  be reasonable and customary and sufficient to avoid the
                  insured named therein from becoming a co-insurer of any loss
                  under such policy, but in any event in such amounts as are
                  reasonably available as determined by the Borrower's
                  independent insurance broker reasonably acceptable to the
                  Administrative Agent.


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                           (ii) Automobile Liability Insurance for Bodily Injury
                  and Property Damage. Insurance in respect of all vehicles
                  (whether owned, hired or rented by the Borrower or any of its
                  Subsidiaries) at any time located at, or used in connection
                  with, its Properties or operations against liabilities for
                  bodily injury and Property damage in such amounts as are then
                  customary for vehicles used in connection with similar
                  Properties and businesses, but in any event to the extent
                  required by applicable law.

                           (iii) Comprehensive General Liability Insurance.
                  Insurance against claims for bodily injury, death or Property
                  damage occurring on, in or about the Property (and adjoining
                  streets, sidewalks and waterways) of the Borrower and its
                  Subsidiaries, in such amounts as are then customary for
                  Property similar in use in the jurisdictions where such
                  Properties are located.

                           (iv) Worker's Compensation Insurance. Worker's
                  compensation insurance (including employers' liability
                  insurance) to the extent required by applicable law, which may
                  be self-insurance to the extent permitted by applicable law.

Such insurance shall be written by financially responsible companies selected by
the Borrower and having an A.M. Best Rating of "A-" or better and being in a
financial size category of "VI" or larger, or by other companies reasonably
acceptable to the Administrative Agent. Each policy referred to in this Section
8.5 shall provide that it will not be canceled, amended or reduced except after
not less than 30 days' prior written notice to the Administrative Agent and
shall also provide that the interests of the Administrative Agent and the
Lenders shall not be invalidated or reduced by any act, omission or negligence
of the Borrower or any of its Subsidiaries. The Borrower will advise the
Administrative Agent promptly of any policy cancellation, reduction or
amendment. For purposes hereof, the term "Peril" shall mean, collectively, fire,
lightning, flood, windstorm, hail, explosion, riot and civil commotion,
vandalism and malicious mischief, damage from aircraft, vehicles and smoke and
other perils covered by the "all-risk" endorsement then in use in the
jurisdictions where the Properties of the Borrower and its Subsidiaries are
located.

                  (b) The Borrower will cause each Insurance Recovery (other
         than any portion of an Insurance Recovery payable to a landlord to
         repair or replace Property leased by the Borrower or any of its
         Subsidiaries) payable by any insurance company to be deposited promptly
         with the Administrative Agent as security for the Obligations if a
         Default has then occurred and is continuing.

                  (c) If a Default shall have occurred and be continuing, the
         Borrower will cause all proceeds of insurance paid on account of the
         loss of or damage to any Property of the Borrower or any of its
         Subsidiaries and all awards of compensation for any Property of the
         Borrower or any of its Subsidiaries taken by condemnation or eminent
         domain to be paid directly to the Administrative Agent to be applied
         against or held as security for the Obligations, at the election of the
         Administrative Agent and the Required Lenders.


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         Section 8.6 Inspection Rights. Each of the Loan Parties will, and will
cause each of its Subsidiaries to, permit representatives and agents of the
Administrative Agent and each Lender, during normal business hours and upon
reasonable notice to the Borrower, to examine, copy and make extracts from its
books and records, to visit and inspect its Properties and to discuss its
business, operations and financial condition with its officers and independent
certified public accountants. The Borrower will authorize its accountants in
writing (with a copy to the Administrative Agent) to comply with this Section
8.6. The Administrative Agent or its representatives may, at any time and from
time to time at the Borrower's expense, conduct field exams or other inspections
to verify the Asset Coverage Ratio described in Section 10.4 and for such other
purposes as the Administrative Agent may reasonably request; provided, however,
that, prior to the occurrence of a Default, no more than three such field exams
during any fiscal year shall be at the Borrower's expense.

         Section 8.7 Keeping Books and Records. Each of the Loan Parties will,
and will cause each of its Subsidiaries to, maintain appropriate books of record
and account in accordance with GAAP consistently applied in which true, full and
correct entries will be made of all their respective dealings and business
affairs. If any changes in accounting principles from those used in the
preparation of the financial statements referenced in Section 8.1 are hereafter
required or permitted by GAAP and are adopted by the Borrower or any of its
Subsidiaries with the concurrence of its independent certified public
accountants and such changes in GAAP result in a change in the method of
calculation or the interpretation of any of the financial covenants, standards
or terms found in Section 8.1 or Article 10 or any other provision of this
Agreement, the Borrower and the Required Lenders agree to amend any such
affected terms and provisions so as to reflect such changes in GAAP with the
result that the criteria for evaluating the Borrower's or such Subsidiaries'
financial condition shall be the same after such changes in GAAP as if such
changes in GAAP had not been made; provided that, until any necessary amendments
have been made, the certificate required to be delivered under Section 8.1(c)
hereof demonstrating compliance with Article 10 shall include calculations
setting forth the adjustments from the relevant items as shown in the current
financial statements based on the changes to GAAP to the corresponding items
based on GAAP as used in the financial statements referenced in Section 7.2(a),
in order to demonstrate how such financial covenant compliance was derived from
the current financial statements.

         Section 8.8 Compliance with Laws. Each of the Loan Parties will, and
will cause each of its Subsidiaries to, comply with all applicable Governmental
Requirements, except for instances of noncompliance that could not have,
individually or in the aggregate, a Material Adverse Effect.

         Section 8.9 Compliance with Agreements. Each of the Loan Parties will,
and will cause each of its Subsidiaries to, comply with all agreements,
documents and instruments binding on it or affecting its Properties or business,
except for instances of noncompliance that could not have, individually or in
the aggregate, a Material Adverse Effect. Each of the Loan Parties will comply
with all terms and provisions of the Subordinated Debt Documents which are
intended to benefit the holders of the Loans or any other senior Debt.

         Section 8.10 Further Assurances. Each of the Loan Parties will, and
will cause each of its Subsidiaries to, execute and deliver such further
agreements, documents and instruments and



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<PAGE>

take such further action as may be requested by the Administrative Agent to
carry out the provisions and purposes of this Agreement and the other Loan
Documents, to evidence the Obligations and to create, preserve, maintain and
perfect the Liens of the Administrative Agent for the benefit of itself and the
Lenders in and to the Collateral and the required priority of such Liens.

         Section 8.11 ERISA; Canadian Plans. Each of the Loan Parties will, and
will cause the Borrower and each of its ERISA Affiliates to, comply with all
minimum funding requirements and all other material requirements of ERISA and
Canadian Pension and Benefits Law, if applicable, so as not to give rise to any
liability thereunder.

         Section 8.12 Trade Accounts Payable. Each of the Loan Parties will, and
will cause the Borrower and each of its Subsidiaries to, pay all trade accounts
payable before the same become more than 90 days past due, except (a) trade
accounts payable contested in good faith or (b) trade accounts payable in an
aggregate amount not to exceed at any time outstanding $250,000 and with respect
to which no proceeding to enforce collection has been commenced or, to the
knowledge of any Loan Party, threatened.

         Section 8.13 Unified Cash Management System. If required by the
Administrative Agent, the Borrower and each of its Subsidiaries will maintain a
unified cash management system and will ensure, and will cause the Borrower and
each of its Subsidiaries to ensure, that all proceeds of all Collateral are (a)
deposited directly, as received, into a collection account of the Borrower or
such Subsidiary (as applicable) and (b) on a daily basis after such deposit,
transferred into a Concentration Account of the Borrower or such Subsidiary (as
applicable). If required by the Administrative Agent, each of the Loan Parties
will maintain in effect, and will cause each of its Subsidiaries to maintain in
effect, an agreement governing each of its collection accounts and its
Concentration Account in form and substance satisfactory to the Administrative
Agent with a depository bank satisfactory to the Administrative Agent.

         Section 8.14 Indemnifications under Acquisition Documents. In the event
that, after the occurrence and during the continuation of a Default, the
Borrower or any of its Subsidiaries is or becomes aware of any material right or
claim (or probable right or claim) of indemnification in favor of it arising
under any of the Acquisition Documents which it does not intend to pursue within
reasonable promptness after it has become aware thereof, then (a) the Borrower
will promptly notify the Administrative Agent and the Lenders of such fact and
the basis of such right or claim in reasonable detail and (b) upon the request
of the Administrative Agent or the Required Lenders, the Borrower will execute
and deliver and/or cause its appropriate Subsidiary to execute and deliver (as
applicable) a power of attorney in form and substance reasonably satisfactory to
the Administrative Agent pursuant to which the Administrative Agent may, in the
name of the Borrower or any of its Subsidiaries (as applicable), take all
actions that may be necessary or appropriate to diligently pursue such right or
claim.

         Section 8.15 Ownership of Subsidiaries. Except if and to the extent
that the Borrower or any of its Subsidiaries are merged or wound-up as permitted
by Section 9.3 of this Agreement, (a) the Borrower shall at all times on and
after the Closing Date own all issued and outstanding Capital Stock of Dynamex
East, Dynamex West, Road Runner, NYDEX, Fleet Services, Canada Holdings and
Provincial Couriers, (b) Canada Holdings shall at all times on and after the
Closing



CREDIT AGREEMENT - Page 75

<PAGE>

Date own all issued and outstanding Capital Stock of Holdings NS Corp., (c)
Provincial Couriers shall at all times on and after the Closing Date own all
issued and outstanding Capital Stock of Provincial NS Corp., (d) Holdings NS
Corp. shall at all times on and after the Closing Date own at least 99 percent
of all of the issued and outstanding Capital Stock of Dynamex Canada LP, (e)
Dynamex Canada LP shall at all times on or after the Closing Date own all issued
and outstanding Capital Stock of Dynamex Canada, and (f) Dynamex Canada shall at
all times on and after the Closing Date own all issued and outstanding Capital
Stock of Alpine.

         Section 8.16 Documentation relating to Future Acquisitions. The
Borrower will, and will cause each of its Subsidiaries to, as applicable,
execute and/or deliver (as applicable) to the Administrative Agent and the
Lenders on or before the date of the consummation of any Future Acquisition and,
in the event that any proceeds of any Loan are to be used or any Letter of
Credit is to be issued to finance the payment of any portion of the purchase
price of any Future Acquisition, on or before the date of the making of such
Loan or the issuance of such Letter of Credit, all of the following; provided,
however, that the Administrative Agent may agree to waive the execution or
delivery of any of the following for a period of 30 days or less:

                  (a) Certificate. A certificate executed by the Borrowers and
         the Loan Parties (i) certifying that such Future Acquisition
         constitutes a Permitted Acquisition (the "Subject Permitted
         Acquisition"), (ii) representing pro forma compliance with the
         financial covenants contained in Article 10 of this Agreement, (iii)
         attaching a true and correct copy of all Permitted Acquisition
         Documents relating to such Permitted Acquisition (the "Subject
         Permitted Acquisition Documents"), (iv) certifying that all
         representations and warranties of the Borrower and the other Loan
         Parties (including, without limitation, the Acquired Entity being
         acquired pursuant to such Permitted Acquisition (the "Subject Acquired
         Entity")) contained in this Agreement and the other Loan Documents are
         and shall continue to be true and correct as of the date of and of the
         giving effect to the Subject Permitted Acquisition as if such
         representations and warranties had been made on and as of such date,
         (v) certifying that, both immediately prior to and immediately after
         giving effect to such Permitted Acquisition, no Default has occurred
         and is continuing, and (vi) if applicable, certifying as to the
         satisfaction of all conditions precedent to the making of any Loan or
         the issuance of any Letter of Credit made or to be made or issued or to
         be issued, respectively, to finance (in whole or in part) or otherwise
         in connection with such Permitted Acquisition;

                  (b) Documents. All Loan Documents (fully executed, if
         applicable) required to be executed and/or delivered by the Borrower
         and/or any of its Subsidiaries (including, without limitation, each
         Subject Acquired Entity), if any, in accordance with Sections 5.3 and
         5.44 in connection with the Subject Permitted Acquisition and, with
         respect to each Subject Acquired Entity, a Joinder Agreement executed
         by such Acquired Entity;

                  (c) Resolutions. Resolutions of the Board of Directors of each
         Subject Acquired Entity (if any) certified by its Secretary or an
         Assistant Secretary which authorize the execution, delivery and
         performance by such Acquired Entity of the Loan Documents to be
         executed and/or delivered by it;



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                  (d) Incumbency Certificate. A certificate of incumbency
         certified by the Secretary or an Assistant Secretary of each Loan Party
         that is a party to any Loan Document to be executed in connection with
         the Subject Permitted Acquisition (including, without limitation, each
         Subject Acquired Entity), if any, certifying as to the name of each
         officer of such Loan Party who is authorized to sign the Loan Documents
         to be executed in connection with such Permitted Acquisition;

                  (e) Articles or Certificates of Incorporation, etc. With
         respect to each Subject Acquired Entity (if any), copies of the
         articles or certificate of incorporation or other applicable
         constitutional document of such Loan Party, in each case certified by
         the appropriate Governmental Authority of such Loan Party's
         jurisdiction of incorporation or organization;

                  (f) Bylaws. With respect to each Subject Acquired Entity (if
         any), a true and correct copy of the bylaws (if applicable) of such
         Loan Party certified by the Secretary or an Assistant Secretary of such
         Loan Party;

                  (g) Governmental Certificates. Certificates of appropriate
         officials as to the existence and good standing of each Subject
         Acquired Entity (if any) in the jurisdiction of its incorporation or
         organization;

                  (h) Lien Releases. Payoff letters in form and substance
         reasonably acceptable to the Administrative Agent or duly executed
         releases or assignments of Liens and financing statements in recordable
         form as may be necessary to reflect that the Liens created by the
         Security Documents affecting the assets acquired in connection with the
         Subject Permitted Acquisition are first priority Liens (except for
         Permitted Liens, if any, which are expressly permitted by the Loan
         Documents to have priority over the Liens in favor of the
         Administrative Agent);

                  (i) Lien Searches. Lien searches in the name of each Subject
         Acquired Entity (in the case of an acquisition of Capital Stock) or in
         the name of each Person transferring any assets being acquired (in the
         case of an asset acquisition) pursuant to the Subject Permitted
         Acquisition in each jurisdiction in which such Person maintains an
         office or has Property, showing no financing statements or other Lien
         instruments of record except for Permitted Liens or Liens being
         released concurrently with such Permitted Acquisition;

                  (j) Regulatory Approvals. Copies of any and all filings,
         consents or approvals with or of Governmental Authorities necessary to
         consummate the Subject Permitted Acquisition, including, without
         limitation, all filings, consents or approvals (if any) required under
         the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the
         Investment Canada Act (Canada) and the Competition Act (Canada), and
         evidence that all waiting periods with respect thereto have lapsed;

                  (k) Financial Statements; No Material Adverse Effect or
         Change. The financial statements (relating to the assets and/or Persons
         to be acquired pursuant to the Subject Permitted Acquisition) delivered
         or to be delivered pursuant to the Subject


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<PAGE>

         Permitted Acquisition Documents, and such other financial statements,
         pro forma financial statements and financial projections as of and for
         such periods as the Administrative Agent may reasonably request;

                  (l) Legal Opinions. Favorable opinions of counsel for the Loan
         Parties, in form and substance satisfactory to the Administrative
         Agent, with respect to the Subject Permitted Acquisition and the Loan
         Documents to be executed and/or delivered in connection therewith;

                  (m) Reliance Letters. Copies of all legal opinions (if any)
         issued in connection with the Subject Permitted Acquisition and (except
         if and to the extent that the Loan Parties are not able to obtain such
         letters after exercising their reasonable efforts to do so) letters
         from counsel that issued such opinions stating that such opinions may
         be relied upon by the Administrative Agent and the Lenders; and

                  (n) Other Documents. Such other agreements, documents,
         instruments and certificates as the Administrative Agent may reasonably
         request.

         Section 8.17 Compliance with Certain Agreements. Each of the Loan
Parties will comply, and will cause its Subsidiaries to comply, with the terms
and provisions of the Gain Recognition Agreement (provided, however, that it is
agreed and understood that the exercise of certain rights and remedies by the
Administrative Agent and/or the Lenders may result in noncompliance therewith).
Each of the Loan Parties will also comply, and will cause its Subsidiaries to
comply, with the terms and provisions of the Letter Agreement.

                                   ARTICLE 9

                               Negative Covenants

         The Borrower covenants and agrees that, as long as the Obligations or
any part thereof are outstanding or any Lender has any Commitment hereunder or
any Letter of Credit remains outstanding, it will perform and observe, or cause
to be performed and observed, the following covenants:

         Section 9.1 Debt. Each of the Loan Parties will not, and will not
permit or any of its Subsidiaries to, incur, create, assume or permit to exist
any Debt, except (subject to the proviso below):

                  (a) Debt of the Borrower and its Subsidiaries to the Lenders
         pursuant to the Loan Documents;

                  (b) Permitted Subordinated Debt;

                  (c) (i) intercompany Debt existing as of the Closing Date and
         expressly permitted pursuant to the Letter Agreement and (ii)
         intercompany Debt between or among the Borrower and any of its
         Wholly-Owned Subsidiaries incurred in the ordinary course of business
         (including, without limitation, Debt owed by the Wholly-Owned
         Subsidiaries of the Borrower to the Borrower in connection with loans
         of proceeds of the


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<PAGE>

         Loans made by the Borrower to such Subsidiaries, the proceeds of which
         loans are used for the purposes permitted by Section 2.10), subject to
         the following requirements: any and all of the Debt permitted pursuant
         to this Section 9.1(c) shall be unsecured, shall be evidenced by
         instruments satisfactory to the Administrative Agent which will be
         pledged to the Administrative Agent for the benefit of the
         Administrative Agent and the Lenders (unless such pledge is not
         required by Article 5 hereof) and shall be subordinated to the
         Obligations pursuant to a subordination agreement in form and substance
         satisfactory to the Administrative Agent (unless the payor with respect
         to such intercompany Debt is a Canadian Subsidiary which is not
         obligated to guarantee the payment of the Obligations or to grant a
         Lien on its assets to secure payment of the Obligations and the
         Administrative Agent has not expressly requested such subordination),
         provided, however, that temporary advances made from time to time in
         the ordinary course of business not to exceed $100,000 in aggregate
         principal amount at any time owing by any Wholly-Owned Subsidiary of
         the Borrower to the Borrower shall not be required to be so evidenced,
         pledged or subordinated;

                  (d) unsecured Debt arising under, created by and consisting of
         Interest Rate Protection Agreements and/or Currency Hedge Agreements
         not to exceed in aggregate notional amount the aggregate principal
         amount of the Commitments in effect from time to time (and, in any
         event, not less than the amount required by this Agreement), provided
         that each counter party shall be a Lender or shall be rated in one of
         the two highest rating categories of Standard and Poors Corporation or
         Moody's Investors Service, Inc.;

                  (e) (i) existing Debt described on Schedule 7.10(b) hereto and
         renewals, extensions or refinancings of such Debt which do not increase
         the outstanding principal amount of such Debt and the terms and
         provisions of which are not materially more onerous than the terms and
         conditions of such Debt on the Closing Date, (ii) purchase money Debt
         secured by purchase money Liens, which Debt and Liens are permitted
         under and meet all of the requirements of clause (g) of the definition
         of Permitted Liens contained in Section 1.1 and (iii) additional
         unsecured Debt; provided, however, that the aggregate principal amount
         of the Debt referred to in this Section 9.1(e) shall not exceed
         $1,500,000 in aggregate amount at any time outstanding; and

                  (f) liabilities of the Loan Parties in respect of unfunded
         vested benefits under any Plan if and to the extent that the existence
         of such liabilities will not constitute, cause or result in a Default;

provided, however, that, notwithstanding anything to the contrary contained in
this Section 9.1, none of the Debt referred to in this Section 9.1 may be
incurred, created or assumed by any Canadian Subsidiary except that Dynamex
Canada may incur or create Debt permitted in accordance with clause (c) and
clause (f) of this Section 9.1.

         Section 9.2 Limitation on Liens. Each of the Loan Parties will not, and
will not permit any of its Subsidiaries to, incur, create, assume or permit to
exist any Lien upon any of its Property or revenues, whether now owned or
hereafter acquired, except Permitted Liens. With respect to the Capital Stock of
the Canadian Subsidiaries (or portion thereof, as applicable)



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<PAGE>

which is not required to be pledged as security for the Obligations, the Loan
Parties will, if requested by the Administrative Agent, cause an appropriate
legend, in form and substance satisfactory to the Administrative Agent, to be
placed on the stock certificates evidencing such Capital Stock which shall
evidence the Lien prohibitions contained in this Section 9.2.

         Section 9.3 Mergers, Etc. Each of the Loan Parties will not, and will
not permit any of its Subsidiaries to, (a) become a party to a merger,
consolidation, amalgamation or wind-up, (b) wind-up, dissolve or liquidate
itself, or (c) purchase or acquire all or a material or substantial part of the
Capital Stock or business or Properties of any Person (other than pursuant to
the Prior Acquisitions); provided, however, that:

                           (i) any Subsidiary of the Borrower may merge with or
                  wind-up into the Borrower or a Wholly-Owned Subsidiary of the
                  Borrower if (but only if) (A) the Borrower or such
                  Wholly-Owned Subsidiary of the Borrower, respectively, is the
                  surviving entity in such merger or wind-up, (B) the surviving
                  entity in such merger or wind-up, if a Wholly-Owned Subsidiary
                  of the Borrower, shall be incorporated or organized in a state
                  of the U.S. unless all non-surviving entities in such merger
                  or wind-up are not incorporated or organized in a state of the
                  U.S., (C) at the time of such merger or wind-up, each of the
                  Subsidiaries of the Borrower which are parties to such merger
                  or wind-up is Solvent, and (D) no Default exists at the time
                  of such merger or wind-up or would result therefrom; and

                           (ii) the Borrower and its Wholly-Owned Subsidiaries
                  may, subject to compliance with the requirements of this
                  Agreement (including, without limitation, Sections 5.3, 5.4
                  and 8.16), make or consummate Permitted Acquisitions;

provided, however, that no Permitted Acquisitions may be made if a Default
exists at the time of such Permitted Acquisition or would result therefrom.

         Section 9.4 Restricted Payments. Each of the Loan Parties will not, and
will not permit any of its Subsidiaries to, make any Restricted Payments,
except:

                  (a) subject to the subordination provisions relating thereto,
         (i) the Borrower may make regularly scheduled payments of interest
         accrued on any Permitted Subordinated Debt and may pay principal of
         Permitted Subordinated Debt if and to the extent (but only if and to
         the extent) permitted by the express terms of the Subordinated Debt
         Documents governing such Permitted Subordinated Debt, which terms have
         been expressly approved in writing by the Administrative Agent and (ii)
         Subsidiaries of the Borrower may make payments of principal and
         interest accrued on subordinated intercompany Debt which is permitted
         to be incurred in accordance with Section 9.1(c) if and to the extent
         (but only if and to the extent) that such payments are permitted by the
         terms of the documents governing such subordinated intercompany Debt,
         which terms have been expressly approved in writing by the
         Administrative Agent;



CREDIT AGREEMENT - Page 80


<PAGE>

                  (b) Subsidiaries of the Borrower owned by the Borrower may
         declare and pay Dividends to the Borrower to the extent permitted by
         applicable law;

                  (c) Subsidiaries of the Borrower owned by Subsidiaries of the
         Borrower may declare and pay Dividends to their parent Subsidiaries to
         the extent permitted by applicable law;

                  (d) the Borrower may purchase shares of Dynamex Common Stock
         from employees of the Borrower or its Subsidiaries upon the termination
         of the employment of such employees, provided that the amount paid
         therefor shall not exceed the fair market value of such shares to be
         purchased and shall not exceed $100,000 in the aggregate during any
         fiscal year;

                  (e) the Borrower and its Subsidiaries may make Loans to any
         officer, director or shareholder of the Borrower or any of its
         Subsidiaries (other than a shareholder consisting of the Borrower or a
         Subsidiary of the Borrower) which , when aggregated with all such other
         loans, do not exceed $100,000 in aggregate amount at any time
         outstanding;

                  (f) the Borrower may declare and pay Dividends; and

                  (g) the Borrower may make Treasury Stock Purchases,

         provided, however, that no Restricted Payments may be made pursuant to
         clauses (a), (d), (f) or (g) preceding if a Default exists at the time
         of such Restricted Payment or would result therefrom.

         Section 9.5 Investments. Each of the Loan Parties will not, and will
not permit any of its Subsidiaries to, make or permit to remain outstanding any
advance, loan, extension of credit or capital contribution to or investment in
any Person, or purchase or own any stock, bonds, notes, debentures or other
securities of any Person, or be or become a joint venturer with or partner of
any Person (all such transactions being herein called "Investments"), except:

                  (a) Investments in obligations or securities received in
         settlement of debts (created in the ordinary course of business) owing
         to the Borrower or any of its Subsidiaries;

                  (b) existing Investments identified on Schedule 9.5 hereto;

                  (c) Investments in securities issued or guaranteed by the U.S.
         or, with respect to the Canadian Subsidiaries, Canada or any agency
         thereof with maturities of one year or less from the date of
         acquisition;

                  (d) Investments in certificates of deposit and Eurodollar time
         deposits with maturities of six months or less from the date of
         acquisition, bankers' acceptances with maturities not exceeding six
         months and overnight bank deposits, in each case with any Lender or
         with any domestic commercial bank having capital and surplus in excess
         of $500,000,000;


CREDIT AGREEMENT - Page 81

<PAGE>

                  (e) Investments in repurchase obligations with a term of not
         more than seven days for securities of the types described in clause
         (c) preceding with any Lender or with any domestic commercial bank
         having capital and surplus in excess of $500,000,000;

                  (f) Investments in commercial paper of a domestic issuer rated
         A-1 or better or P-1 or better by Standard & Poors Corporation or
         Moody's Investors Services, Inc., respectively, maturing not more than
         six months from the date of acquisition;

                  (g) (i) Investments (other than Intercompany Debt referred to
         in clause (h) below) by a Loan Party or a Canadian Subsidiary in its
         Subsidiaries existing on the Closing Date and (ii) additional
         Investments by a Loan Party in its Subsidiaries made after the Closing
         Date in an aggregate amount, as to each such Borrower, not to exceed
         $1,000,000 at any time outstanding, exclusive of Investments resulting
         from purchases and acquisitions permitted pursuant to clause (ii) of
         Section 9.3; provided, however, that the aggregate amount of
         Investments that may be made after March 2, 2004 in any Canadian
         Subsidiary or any other non-U.S. Subsidiary of the Borrower shall not
         exceed $500,000;

                  (h) intercompany Debt permitted pursuant to Section 9.1(c);

                  (i) Investments by the Borrower or its Subsidiary in companies
         whose Capital Stock or assets are proposed to be purchased or acquired
         by the Borrower or such Subsidiary in accordance with clause (ii) of
         Section 9.3 not to exceed $500,000 in aggregate amount during any
         fiscal year; provided, however, that the Borrower shall promptly notify
         the Administrative Agent of any such Investment exceeding $100,000 in
         aggregate amount; and

                  (j) Investments by the Borrower or its Wholly-Owned
         Subsidiaries resulting from purchases and acquisitions permitted
         pursuant to clause (ii) of Section 9.3;

provided, however, that no Investments may be made by any Loan Party pursuant to
clauses (g), (h), (i) or (j) preceding if a Default exists at the time of such
Investment or would result therefrom.

         Section 9.6 Limitation on Issuance of Capital Stock of Subsidiaries.
Each of the Loan Parties will not permit any of the Subsidiaries of the Borrower
to at any time issue, sell, assign or otherwise dispose of (a) any of its
Capital Stock, (b) any securities exchangeable for or convertible into or
carrying any rights to acquire any of its Capital Stock, or (c) any option,
warrant or other right to acquire any of its Capital Stock; provided, however,
that, if and to the extent not otherwise prohibited by this Agreement or the
other Loan Documents (i) a Subsidiary of the Borrower may issue additional
shares of its Capital Stock to the Borrower for full and fair consideration and
(ii) any Subsidiary of a Subsidiary of the Borrower may issue additional shares
of its Capital Stock to such parent Subsidiary or another Subsidiary of the
Borrower if and to the extent that the percentage ownership of such Capital
Stock owned by the owners thereof as of the Closing Date does not change and
(iii) the Borrower may issue, sell, assign or otherwise dispose of (x)
additional shares of its Capital Stock or (y) options, warrants or other rights
to acquire any of its Capital Stock, in each case to its employees or employees
of its Subsidiaries in connection


CREDIT AGREEMENT - Page 82

<PAGE>

with an employee stock option plan; provided, further, however, that, except to
the extent not required in accordance with Sections 5.1 and 5.3 with respect to
Capital Stock issued by or of any Canadian Subsidiary, all of such additional
shares of Capital Stock referred to in clauses (i) and (ii) preceding shall be
pledged to the Administrative Agent, on behalf of the Administrative Agent and
the Lenders, as security for the Obligations pursuant to a pledge agreement in
form and substance reasonably satisfactory to the Administrative Agent.

         Section 9.7 Transactions with Affiliates. Except for (a) the payment of
salaries in the ordinary course of business consistent with prudent business
practices and (b) the furnishing of employment benefits in the ordinary course
of business consistent with prudent business practices, each of the Loan Parties
will not, and will not permit any of its Subsidiaries to, enter into any
transaction, including, without limitation, the purchase, sale or exchange of
Property or the rendering of any service, with any Affiliate of such Loan Party
or such Subsidiary except in the ordinary course of and pursuant to the
reasonable requirements of such Loan Party's or such Subsidiary's business and
upon fair and reasonable terms no less favorable to such Loan Party or such
Subsidiary, respectively, than would be obtained in a comparable arms-length
transaction with a Person not an Affiliate of such Loan Party or such
Subsidiary, respectively.

         Section 9.8 Disposition of Property. Each of the Loan Parties will not,
and will not permit any of its Subsidiaries to, sell, lease, assign, transfer or
otherwise dispose of any of its Property, except (subject to the proviso below):

                  (a) dispositions of Inventory in the ordinary course of
         business;

                  (b) Asset Dispositions of Property, other than accounts and
         Receivables, by the Borrower and its Subsidiaries to Persons other than
         the Borrower and its Subsidiaries made in the ordinary course of
         business if each of the following conditions have been satisfied: (i)
         the Net Proceeds from any single Asset Disposition or series of related
         Asset Dispositions in any fiscal year of the Borrower do not exceed
         $250,000 and the cumulative Net Proceeds from all Asset Dispositions do
         not exceed $1,000,000, (ii) the Borrower or its Subsidiary (as
         applicable) receives fair consideration for such assets, and (iii) no
         Default exists at the time of or will result from such Asset
         Disposition;

                  (c) Asset Dispositions of Property, other than accounts and
         Receivables, by the Borrower and its Subsidiaries to any Wholly-Owned
         Subsidiary of the Borrower if each of the following conditions have
         been satisfied: (i) the aggregate fair market value of the assets sold,
         disposed of or otherwise transferred by the Borrower and its
         Subsidiaries and transferred to a Wholly-Owned Subsidiary of the
         Borrower shall not exceed $250,000 in aggregate amount during any
         fiscal year, exclusive of assets acquired pursuant to purchases and
         acquisitions permitted pursuant to clause (ii) of Section 9.3 which are
         transferred by the purchaser of such assets to the Borrower or any
         Wholly-Owned Subsidiary of the Borrower, (ii) the assets sold, disposed
         of or otherwise transferred to a Wholly-Owned Subsidiary of the
         Borrower shall continue to be subject to a perfected, first priority
         Lien (except for Permitted Liens, if any, which are expressly permitted
         by the Loan Documents to have priority over the Liens in favor of the
         Administrative Agent) in favor of the Administrative Agent and the
         Lenders, and (iii) no Default exists at the time of or will result from
         such Asset Disposition; and


CREDIT AGREEMENT - Page 83

<PAGE>

                  (d) dispositions of Property, other than accounts and
         Receivables, no longer used or useful in the ordinary course of
         business;

provided, however, that none of the Canadian Subsidiaries may sell, lease,
assign, transfer or otherwise dispose of any of its Property except in the
ordinary course of its business and consistent with past practices.

         Section 9.9 Sale and Leaseback. Each of the Loan Parties will not, and
will not permit any of its Subsidiaries to, enter into any arrangement with any
Person pursuant to which it leases from such Person real or personal Property
that has been or is to be sold or transferred, directly or indirectly, by it to
such Person.

         Section 9.10 Lines of Business. Each of the Loan Parties will not, and
will not permit any of its Subsidiaries to, (a) engage in any line or lines of
business activity other than the businesses in which they are engaged on the
Closing Date and lines of business reasonably related thereto or (b) discontinue
any line or lines of business which provide material revenues to the Borrower
(on a consolidated basis) in which they are engaged on the Closing Date.

         Section 9.11 Environmental Protection. Each of the Loan Parties will
not, and will not permit any of its Subsidiaries to, (a) use (or permit any
tenant to use) any of its Properties for the handling, processing, storage,
transportation or disposal of any Hazardous Material except in compliance with
applicable Environmental Laws, (b) generate any Hazardous Material except in
compliance with applicable Environmental Laws, (c) conduct any activity that is
likely to cause a Release or threatened Release of any Hazardous Material in
violation of any Environmental Law, or (d) otherwise conduct any activity or use
any of its Properties in any manner, that violates or is likely to violate any
Environmental Law or create any Environmental Liabilities for which the Borrower
or any of its Subsidiaries would be responsible, except for circumstances or
events described in clauses (a) through (d) preceding that could not,
individually or in the aggregate, have a Material Adverse Effect.

         Section 9.12 Intercompany Transactions. Except as may be expressly
permitted or required by the Loan Documents, each of the Loan Parties will not,
and will not permit any of its Subsidiaries to, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or restriction of
any kind on the ability of the Borrower or any Subsidiary to (a) pay dividends
or make any other distribution to the Borrower or any of its Subsidiaries in
respect of such Subsidiary's Capital Stock or with respect to any other interest
or participation in, or measured by, its profits, (b) pay any indebtedness owed
to the Borrower or any of its Subsidiaries, (c) make any loan or advance to the
Borrower or any of its Subsidiaries, (d) participate in the Unified Cash
Management System, (e) sell, lease or transfer any of its Property to the
Borrower or any of its Subsidiaries, or (f) grant any Lien on any of its
Properties.

         Section 9.13 Modification of Other Agreements. Each of the Loan Parties
will not, and will not permit any of its Subsidiaries to, consent to or
implement any termination, amendment, modification, supplement or waiver of (a)
the Acquisition Documents, (b) the certificate or articles of incorporation or
bylaws (or analogous constitutional documents) of the Borrower or any of its
Subsidiaries, (c) any Subordinated Debt Documents or (d) any other Material
Contract to which it is a party or any Permit which it possesses; provided,
however, that the Borrower and



CREDIT AGREEMENT - Page 84

<PAGE>

its Subsidiaries may amend or modify (i) the documents referred to in clause (b)
preceding if and to the extent that such amendment or modification is not
substantive or material and could not be adverse to the Administrative Agent or
the Lenders and (ii) the Material Contracts referred to in clause (d) preceding
if and to the extent that such amendment or modification could not reasonably be
expected to be materially adverse to the Borrower and its Subsidiaries or the
Administrative Agent and the Lenders.

         Section 9.14 Deposit Accounts. Each of the Loan Parties will not, and
will not permit any of its Subsidiaries to, create or maintain any deposit
accounts other than those listed on Schedule 7.23 hereto or consented to in
writing by the Administrative Agent, which consent shall not be unreasonably
withheld.

         Section 9.15 ERISA and Canadian Plans. Each of the Loan Parties will
not, and will not permit any of its Subsidiaries to:

                  (a) allow, or take (or permit any ERISA Affiliate to take) any
         action which would cause, any unfunded or unreserved liability for
         benefits under any Plan (exclusive of any Multiemployer Plan) or
         Canadian Plan to exist or to be created that exceeds $250,000 with
         respect to any such Plan or $500,000 with respect to all such Plans or
         Canadian Plans in the aggregate on either a going concern or a wind-up
         basis; or

                  (b) with respect to any Multiemployer Plan, allow, or take (or
         permit any ERISA Affiliate to take) any action which would cause, any
         unfunded or unreserved liability for benefits under any Multiemployer
         Plan to exist or to be created, either individually as to any such Plan
         or in the aggregate as to all such Plans, that could, upon any partial
         or complete withdrawal from or termination of any such Multiemployer
         Plan or Plans, have a Material Adverse Effect.

         Section 9.16 Activities of Certain Canadian Subsidiaries. Each of
Holdings NS Corp., Provincial NS Corp. and Dynamex Canada LP (the "Restricted
Subsidiaries") is not an operating company and will not engage in any business
or activity other than the ownership of the outstanding Capital Stock of its
directly owned Subsidiaries as specified in Section 7.15 and activities
incidental thereto. No Restricted Subsidiary will own or acquire any assets
(other than each such Subsidiary's current interest in the Capital Stock
described above) or incur any Debt or other liabilities (other than liabilities
under the Loan Documents and liabilities imposed by law, including tax
liabilities and other liabilities incidental to such Subsidiary's existence or
incurred in connection with the transactions contemplated by the Letter
Agreement). No Restricted Subsidiary will create, incur, assume or permit to
exist any Lien on any asset now owned or hereafter acquired by it, including,
without limitation, any Permitted Liens.

                                   ARTICLE 10

                               Financial Covenants

         The Borrower covenants and agrees that, as long as the Obligations or
any part thereof are outstanding or any Lender has any Commitment hereunder or
any Letter of Credit remains



CREDIT AGREEMENT - Page 85


<PAGE>

outstanding, it will perform and observe, or cause to be performed and observed,
the following covenants:

         Section 10.1 Maximum Ratio of Funded Debt to EBITDA. The Borrower and
its consolidated Subsidiaries will not permit the ratio, calculated in
accordance with Section 1.4, of (i) Funded Debt to (ii) EBITDA for the four
fiscal quarters of the Borrower then ended to be greater than 2.00 to 1.00 at
the end of any fiscal quarter of the Borrower.

         Section 10.2 Minimum Net Worth. The Borrower and its consolidated
Subsidiaries will at all times maintain Net Worth in an amount equal to (a)
$45,000,000, plus (b) 75% of cumulative Net Income, if positive for any fiscal
quarter (i.e., exclusive of any negative Net Income for any fiscal quarter), for
any fiscal quarter commencing on and after May 1, 2003, plus (c) all Net
Proceeds of each Equity Issuance which occurs on or after January 1, 2003.

         Section 10.3 Minimum Fixed Charge Coverage Ratio. The Borrower and its
consolidated Subsidiaries will not permit the Fixed Charge Coverage Ratio,
calculated as of the end of each fiscal quarter of the Borrower set forth below
for the four fiscal quarters then ended to be less than the ratio of (a) 1.10 to
1.00 as of April 30, 2004, (b) 1.25 to 1.00 as of July 31, 2004, (c) 1.25 to
1.00 as of October 31, 2004, (d) 1.50 to 1.00 as of January 31, 2005 and
thereafter.

         Section 10.4 Asset Coverage Ratio. The Borrower and its consolidated
Subsidiaries will not permit the ratio of (a) Funded Debt to (b) Eligible
Receivables (in Dollars) of the Borrower and its consolidated Subsidiaries to be
greater than (x) 110% from the Closing Date through July 30, 2004, (y) 100% from
July 31, 2004 through January 30, 2005, (c) 90% from January 31, 2005 and
thereafter.

                                   ARTICLE 11

                                     Default

         Section 11.1 Events of Default. Each of the following shall be deemed
an "Event of Default":

                  (a) (i) The Borrower shall fail to pay, repay or prepay when
         due any amount of principal or interest owing to the Administrative
         Agent or any Lender pursuant to this Agreement or any other Loan
         Document, or (ii) any Loan Party shall fail to pay within five days
         after the due date thereof any fee, expense, Reimbursement Obligation
         or other amount (other than principal or interest) or other Obligation
         (other than principal or interest) owing to the Administrative Agent or
         any Lender pursuant to this Agreement or any other Loan Document.

                  (b) Any representation or warranty made or deemed made by or
         on behalf of the Borrower or any of its Subsidiaries or by any Loan
         Party in any Loan Document or in any certificate, report, notice or
         financial statement furnished at any time in connection with this
         Agreement or any other Loan Document shall be false, misleading or
         erroneous in any material respect when made or deemed to have been
         made.



CREDIT AGREEMENT - Page 86

<PAGE>

                  (c) (i) The Borrower or any of its Subsidiaries shall fail to
         perform, observe or comply with any covenant, agreement or term
         contained in Sections 5.1, 5.2, 8.1(i), 8.1(l), 8.2 (other than the
         last sentence of Section 8.2), 8.6, 8.7, 8.8, 8.9 or 8.10, Article 9 or
         Article 10 (other than Section 10.4) of this Agreement; (ii) the
         Borrower or any of its Subsidiaries shall fail to perform, observe or
         comply with any covenant, agreement or term contained in Section 10.4
         and such failure is not cured by a mandatory prepayment in accordance
         with Section 2.14 within the thirty day period set forth in Section
         2.14; (iii) the Borrower or any of its Subsidiaries shall fail to
         perform, observe or comply with any covenant, agreement or term
         contained in Sections 5.3, 8.1 (other than Sections 8.1(i) or 8.1(l)),
         8.4, 8.5, 8.13 or 8.14 and such failure is not remedied or waived
         within ten days after such failure commenced; (iv) the Borrower or any
         of its Domestic Subsidiaries shall fail to perform, observe or comply
         with any covenant, agreement or term contained in any Security
         Agreement, subject to any (if any) grace period applicable to such
         covenant, agreement or term contained in such Security Agreement; (v)
         any Guarantor shall fail to perform, observe or comply with any
         covenant, agreement or term contained in its Guaranty, subject to any
         (if any) grace period applicable to such covenant, agreement or term in
         this Agreement to the extent this Agreement is incorporated therein by
         reference; or (vi) any Loan Party shall fail to perform, observe or
         comply with any other covenant, agreement or term contained in this
         Agreement or any other Loan Document (other than covenants to pay the
         Obligations) and such failure is not remedied or waived within the
         earlier to occur of 30 days after such failure commenced or, if a
         different grace period is expressly made applicable in such other Loan
         Documents, such applicable grace period.

                  (d) The Borrower or any of its Subsidiaries ceases to be
         Solvent or shall admit in writing its inability to, or be generally
         unable to, pay its debts as such debts become due.

                  (e) The Borrower or any of its Subsidiaries shall (i) apply
         for or consent to the appointment of, or the taking of possession by, a
         receiver, custodian, trustee, examiner, liquidator, administrator or
         the like of itself or of all or any substantial part of its Property,
         (ii) admit in writing its inability to, or be generally unable to, pay
         its debts as such debts become due, subject to any applicable grace
         periods, (iii) make a general assignment for the benefit of its
         creditors, (iv) commence a voluntary case under the United States
         Bankruptcy Code or the Bankruptcy and Insolvency Act (Canada)
         (individually and collectively, as now or hereafter in effect, the
         "Bankruptcy Code"), (v) institute any proceeding or file a petition
         seeking to take advantage of any other law providing for the relief of
         debtors or relating to bankruptcy, insolvency, reorganization,
         liquidation, dissolution, arrangement or winding-up or composition or
         readjustment of debts, (vi) fail to controvert in a timely and
         appropriate manner, or acquiesce in writing to, any petition filed
         against it in an involuntary case under the Bankruptcy Code, or (vii)
         take any corporate or other action for the purpose of effecting any of
         the foregoing.

                  (f) A proceeding or case shall be commenced, without the
         application, approval or consent of the Borrower or any of its
         Subsidiaries, in any court of competent jurisdiction, seeking (i) its
         reorganization, liquidation, dissolution, arrangement or winding-up, or
         the composition or readjustment of its debts, (ii) the appointment of a
         receiver, custodian, trustee, examiner, liquidator, administrator or
         the like of the



CREDIT AGREEMENT - Page 87

<PAGE>

         Borrower or any of its Subsidiaries or of all or any substantial part
         of its Property, or (iii) similar relief in respect of the Borrower or
         any of its Subsidiaries under any law providing for the relief of
         debtors or relating to bankruptcy, insolvency, reorganization,
         liquidation, dissolution, arrangement or winding-up or composition or
         readjustment of debts, and such proceeding or case shall continue
         undismissed, or an order, judgment or decree approving or ordering any
         of the foregoing shall be entered and continue unstayed and in effect,
         for a period of 60 or more days; or an order for relief against the
         Borrower or any of its Subsidiaries shall be entered in an involuntary
         case under the Bankruptcy Code.

                  (g) The Borrower or any of its Subsidiaries shall fail to
         discharge within a period of 30 days after the commencement thereof any
         attachment, sequestration, forfeiture or similar proceeding or
         proceedings involving an aggregate amount in excess of $250,000 against
         any of its Properties.

                  (h) A final judgment or judgments for the payment of money in
         excess of $250,000 in the aggregate shall be rendered by a court or
         courts against the Borrower or any of its Subsidiaries on claims not
         covered by insurance or as to which the insurance carrier has denied
         responsibility and the same shall not be discharged or bonded, or a
         stay of execution thereof shall not be procured, within five days from
         the date of entry thereof and the Borrower or any of its Subsidiaries
         shall not, within said period of five days, or such longer period
         during which execution of the same shall have been stayed, appeal
         therefrom and cause the execution thereof to be stayed during such
         appeal.

                  (i) The Borrower or any of its Subsidiaries shall fail to pay
         when due any principal of or interest on any Debt (other than the
         Obligations) having (either individually or in the aggregate) a
         principal amount of at least $500,000, or the maturity of any such Debt
         shall have been accelerated, or any such Debt shall have been required
         to be prepaid prior to the stated maturity thereof, or any event shall
         have occurred (and shall not have been waived or otherwise cured) that
         permits (or, with the giving of notice or lapse of time or both, would
         permit) any holder or holders of such Debt or any Person acting on
         behalf of such holder or holders to accelerate the maturity thereof or
         require any such prepayment.

                  (j) This Agreement or any other Loan Document shall cease to
         be in full force and effect or shall be declared null and void or the
         validity or enforceability thereof shall be contested or challenged by
         any Loan Party or any of its shareholders, or any Loan Party shall deny
         that it has any further liability or obligation under any of the Loan
         Documents, or any Lien created or purported to be created by the Loan
         Documents shall for any reason cease to be or fail to be a valid, first
         priority perfected Lien (except for Permitted Liens, if any, which are
         expressly permitted by the Loan Documents to have priority over the
         Liens in favor of the Administrative Agent) upon any of the Collateral
         purported to be covered thereby.

                  (k) Any of the following events shall occur or exist with
         respect to any Loan Party, Canadian Subsidiary or any ERISA Affiliate:
         (i) any Prohibited Transaction involving any Plan or any event or
         investment which could reasonably be expected to



CREDIT AGREEMENT - Page 88

<PAGE>

         render any Loan Party, Canadian Subsidiary, Canadian Plan or funding
         agent thereof liable for any tax or penalty under Canadian Pension and
         Benefits Law; (ii) any Reportable Event with respect to any Pension
         Plan; (iii) the filing under Section 4041 of ERISA or under Canadian
         Pension and Benefits Law of a notice of intent to terminate any Pension
         Plan or Canadian Pension Plan or the termination of any Pension Plan or
         Canadian Pension Plan; (iv) any event or circumstance that could
         reasonably be expected to constitute grounds entitling the PBGC or a
         Canadian Pension Authority under Canadian Pension and Benefits Law to
         institute proceedings under Section 4042 of ERISA or under Canadian
         Pension and Benefits Law for the termination of, or for the appointment
         of a trustee to administer, any Pension Plan or Canadian Pension Plan,
         or the institution by the PBGC or a Canadian Pension Authority under
         Canadian Pension and Benefits Law of any such proceedings; (v) any
         "accumulated funding deficiency" (as defined in Section 406 of ERISA or
         Section 412 of the Code), whether or not waived, shall exist with
         respect to any Plan; or (vi) complete or partial withdrawal under
         Section 4201 or 4204 of ERISA from a Plan or the reorganization,
         insolvency or termination of any Pension Plan or Canadian Pension Plan;
         and in each case above, such event or condition, together with all
         other events or conditions, if any, have subjected or could in the
         reasonable opinion of Required Lenders subject any Loan Party, Canadian
         Subsidiary or any ERISA Affiliate to any tax, penalty or other
         liability to a Plan, a Multiemployer Plan, the PBGC, a Canadian Plan,
         the PBGF or otherwise (or any combination thereof) which in the
         aggregate exceed or could reasonably be expected to exceed $500,000.

                  (l) If, at any time, the subordination provisions of any of
         the Subordinated Debt Documents shall be invalidated or shall otherwise
         cease to be in full force and effect.

                  (m) The occurrence of (i) a default under (including, without
         limitation, a "Default" as such term is used or defined in) any
         Subordinated Debt Document, unless (A) such default has been waived,
         cured or consented to in accordance with such documents, (B) such
         default is not a payment default, (C) the maturity of the Debt affected
         thereby has not been accelerated, (D) a blockage under such
         Subordinated Debt Document has not been invoked, and (E) such waiver or
         consent is not made in connection with any amendment or modification of
         any such Subordinated Debt Documents or in connection with any payment
         to the holders of any Subordinated Debt, (ii) a payment default under
         (including, without limitation, a payment "Default" as such term is
         used or defined in) any Subordinated Debt Document, (iii) an event of
         default under (including, without limitation, an "Event of Default" as
         such term is used or defined in) any Subordinated Debt Document, or
         (iv) any acceleration of the maturity of any Subordinated Debt.

                  (n) If, at any time, any event or circumstance shall occur
         which gives any holder of any Subordinated Debt the right to request or
         require the Borrower or any of its Subsidiaries to redeem, purchase or
         prepay any Subordinated Debt.

                  (o) The occurrence of any Material Adverse Effect.



CREDIT AGREEMENT - Page 89

<PAGE>

                  (p) Richard K. McClelland shall cease to be the chief
         executive officer of the Borrower and shall not be promptly replaced in
         such capacity by an individual acceptable to the Required Lenders.

                  (q) The occurrence of any Change of Control.

         Section 11.2 Remedies. If any Event of Default shall occur and be
continuing, the Administrative Agent may and, if directed by the Required
Lenders, the Administrative Agent shall do any one or more of the following:

                  (a) Acceleration. Declare all outstanding principal of and
         accrued and unpaid interest on the Loans and all other amounts payable
         by any Loan Party under the Loan Documents immediately due and payable,
         and the same shall thereupon become immediately due and payable,
         without notice, demand, presentment, notice of dishonor, notice of
         acceleration, notice of intent to accelerate, protest or other
         formalities of any kind, all of which are hereby expressly waived by
         the Loan Parties;

                  (b) Termination of Commitments. Terminate the Commitments
         (including, without limitation, any obligation of the Issuing Bank to
         issue Letters of Credit) without notice to the Borrowers or any other
         Loan Party;

                  (c) Judgment. Reduce any claim to judgment;

                  (d) Foreclosure. Foreclose or otherwise enforce any Lien
         granted to the Administrative Agent for the benefit of the
         Administrative Agent and the Lenders to secure payment and performance
         of the Obligations in accordance with the terms of the Loan Documents;
         or

                  (e) Rights. Exercise any and all rights and remedies afforded
         by the laws of the State of Texas, Canada or any other jurisdiction, by
         any of the Loan Documents, by equity or otherwise;

provided, however, that (i) upon the occurrence of an Event of Default under
Section 11.1(e) or Section 11.1(f), the Commitments of all of the Lenders
(including, without limitation, any obligation of the Issuing Bank to issue
Letters of Credit) shall immediately and automatically terminate, and the
outstanding principal of and accrued and unpaid interest on the Loans and all
other amounts payable by the Loan Parties under the Loan Documents shall
thereupon become immediately and automatically due and payable, and (ii) upon
the occurrence of an Event of Default under clause (iv) of Section 11.1(m) or
under Section 11.1(n), the outstanding principal of and accrued and unpaid
interest on the Loans and all other amounts payable by the Loan Parties under
the Loan Documents shall thereupon become immediately and automatically due and
payable, all (with respect to each of clause (i) and (ii) preceding) without
notice, demand, presentment, notice of dishonor, notice of acceleration, notice
of intent to accelerate, protest or other formalities of any kind, all of which
are hereby expressly waived by the Loan Parties.

         Section 11.3 Performance by the Administrative Agent. If any Loan Party
shall fail to perform any covenant or agreement in accordance with the terms of
the Loan Documents, the Administrative Agent may, at the direction of the
Required Lenders, perform or attempt to



CREDIT AGREEMENT - Page 90

<PAGE>

perform, or may cause any Lender (with the consent of such Lender) to perform or
attempt to perform, such covenant or agreement on behalf of such Loan Party. In
such event, the Borrower shall, at the request of the Administrative Agent,
promptly pay any amount expended by the Administrative Agent or the Lenders in
connection with such performance or attempted performance to the Administrative
Agent at the Principal Office, together with interest thereon at the applicable
Default Rate from and including the date of such expenditure to but excluding
the date such expenditure is paid in full. Notwithstanding the foregoing, it is
expressly agreed that neither the Administrative Agent nor any Lender shall have
any liability or responsibility for the performance of any obligation of the
Borrower or any other Loan Party under this Agreement or any of the other Loan
Documents.

         Section 11.4 Judgment Currency. If, for the purpose of obtaining
judgment in any court in any jurisdiction with respect to this Agreement or any
other Loan Document or the Collateral, it becomes necessary to convert into the
currency of such jurisdiction (herein called the "Judgment Currency") any amount
due hereunder in any currency other than the Judgment Currency, then conversion
shall be made at the rate of exchange prevailing on the Business Day before the
day on which judgment is given. For this purpose, "rate of exchange" means the
rate at which the Administrative Agent is able, on the relevant date, to sell
the currency of the amount due hereunder in Toronto, Ontario against the
Judgment Currency. In the event that there is a change in the rate of exchange
prevailing between the Business Day before the day on which the judgment is
given and the date of payment of the amount due, the Borrower agrees that it
will, on the date of payment, pay such additional amounts (if any) as may be
necessary to ensure that the amount paid on such date is the amount in the
Judgment Currency which, when converted at the rate of exchange prevailing on
the date of payment, is the amount then due under this Agreement in Cdn. Dollars
or Dollars, as the case may be. Any additional amount due under this Section
11.4 will be due as a separate indebtedness and shall not be affected by
judgment being obtained for any other sums due under or in respect of this
Agreement or any other Loan Document.

         Section 11.5 Cash Collateral. If an Event of Default shall have
occurred and be continuing, the Borrower shall, if requested by the
Administrative Agent or the Required Lenders, pledge to the Administrative Agent
as security for the Obligations an amount in immediately available funds equal
to the then outstanding Letter of Credit Liabilities, such funds to be held in a
cash collateral account satisfactory to the Administrative Agent without any
right of withdrawal by the Borrower.

                                   ARTICLE 12

                            The Administrative Agent

         Section 12.1 Appointment, Powers and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Neither the Administrative Agent nor any of its
Affiliates, officers, directors, employees, attorneys or agents shall be liable
for any action taken or omitted to be taken by any of them hereunder or
otherwise in connection with this Agreement


CREDIT AGREEMENT - Page 91

<PAGE>

or any of the other Loan Documents except for its or their own gross negligence
or willful misconduct. Without limiting the generality of the preceding
sentence, the Administrative Agent (a) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives written notice of the
assignment or transfer thereof signed by such payee and in form satisfactory to
the Administrative Agent, (b) shall have no duties or responsibilities except
those expressly set forth in this Agreement and the other Loan Documents, and
shall not by reason of this Agreement or any other Loan Document be a trustee or
fiduciary for any Lender, (c) shall not be required to initiate any litigation
or collection proceedings hereunder or under any other Loan Document except to
the extent requested by the Required Lenders, (d) shall not be responsible to
the Lenders for any recitals, statements, representations or warranties
contained in this Agreement or any other Loan Document, or any certificate or
other document referred to or provided for in, or received by any of them under,
this Agreement or any other Loan Document, or for the value, validity,
effectiveness, enforceability or sufficiency of this Agreement or any other Loan
Document or any other document referred to or provided for herein or therein or
for any failure by any Person to perform any of its obligations hereunder or
thereunder, (e) may consult with legal counsel (including counsel for any Loan
Party), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts, and
(f) shall incur no liability under or in respect of any Loan Document by acting
upon any notice, consent, certificate or other instrument or writing reasonably
believed by it to be genuine and signed or sent by the proper party or parties.
As to any matters not expressly provided for by this Agreement, the
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions signed by the
Required Lenders, and such instructions of the Required Lenders and any action
taken or failure to act pursuant thereto shall be binding on all of the Lenders;
provided, however, that the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to liability or which is
contrary to this Agreement or any other Loan Document or applicable law.

         Section 12.2 Rights of Administrative Agent as a Lender. With respect
to its Commitment, the Loans made by it and the Note issued to it, Bank of
America (and any successor acting as Administrative Agent) in its capacity as a
Lender hereunder shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not acting as the
Administrative Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent and its Affiliates may (without having to
account therefor to any Lender) accept deposits from, lend money to, act as
trustee under indentures of, provide merchant banking services to, own
securities of, and generally engage in any kind of banking, trust or other
business with, the Loan Parties or any of their Affiliates and any other Person
who may do business with or own securities of the Loan Parties or any of their
Affiliates, all as if it were not acting as the Administrative Agent and without
any duty to account therefor to the Lenders.

         Section 12.3 Defaults. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of a Default (other than the
non-payment of principal of or interest on the Loans or of commitment fees)
unless the Administrative Agent has received notice from a Lender or the
Borrower specifying such Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice of
the


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<PAGE>

occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders (and shall give each Lender prompt notice of each such
non-payment). The Administrative Agent shall (subject to Section 12.1) take such
action with respect to such Default as shall be directed by the Required
Lenders, provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall seem advisable and in the best interest of the
Lenders.

         Section 12.4 INDEMNIFICATION. EACH LENDER HEREBY AGREES TO INDEMNIFY
THE ADMINISTRATIVE AGENT FROM AND HOLD THE ADMINISTRATIVE AGENT HARMLESS AGAINST
(TO THE EXTENT NOT REIMBURSED UNDER SECTIONS 13.1 AND 13.2, BUT WITHOUT LIMITING
THE OBLIGATIONS OF THE LOAN PARTIES UNDER SECTIONS 13.1 AND 13.2), RATABLY IN
ACCORDANCE WITH ITS PRO RATA SHARE (CALCULATED ON THE BASIS OF ITS AGGREGATE
PERCENTAGE), ANY AND ALL LIABILITIES (INCLUDING, WITHOUT LIMITATION,
ENVIRONMENTAL LIABILITIES), OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, DEFICIENCIES, SUITS, COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES) AND
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED
BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT IN ANY WAY RELATING TO OR
ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED TO BE
TAKEN BY THE ADMINISTRATIVE AGENT UNDER OR IN RESPECT OF ANY OF THE LOAN
DOCUMENTS; PROVIDED, FURTHER, THAT NO LENDER SHALL BE LIABLE FOR ANY PORTION OF
THE FOREGOING TO THE EXTENT CAUSED BY THE ADMINISTRATIVE AGENT'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE
EXPRESS INTENTION OF THE LENDERS THAT THE ADMINISTRATIVE AGENT SHALL BE
INDEMNIFIED HEREUNDER FROM AND HELD HARMLESS AGAINST ALL OF SUCH LIABILITIES
(INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES), OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, DEFICIENCIES, SUITS, COSTS, EXPENSES
(INCLUDING ATTORNEYS' FEES) AND DISBURSEMENTS OF ANY KIND OR NATURE DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE
OF THE ADMINISTRATIVE AGENT (EXCEPT TO THE EXTENT THE SAME ARE CAUSED BY THE
ADMINISTRATIVE AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT). WITHOUT LIMITING
ANY OTHER PROVISION OF THIS SECTION 12.4, EACH LENDER AGREES TO REIMBURSE THE
ADMINISTRATIVE AGENT PROMPTLY UPON DEMAND FOR ITS PRO RATA SHARE (CALCULATED ON
THE BASIS OF ITS AGGREGATE PERCENTAGE) OF ANY AND ALL OUT-OF-POCKET EXPENSES
(INCLUDING ATTORNEYS' FEES) INCURRED BY THE ADMINISTRATIVE AGENT IN CONNECTION
WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION,
AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS OR
OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER,
THE LOAN DOCUMENTS, TO THE EXTENT THAT


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THE ADMINISTRATIVE AGENT IS NOT PROMPTLY REIMBURSED FOR SUCH EXPENSES BY THE
BORROWER.

         Section 12.5 Independent Credit Decisions. Each Lender agrees that it
has independently and without reliance on the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrower and its Subsidiaries
and the other Loan Parties and its own decision to enter into this Agreement and
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based upon such documents and information as it shall
deem appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or any of the other Loan
Documents. The Administrative Agent shall not be required to keep itself
informed as to the performance or observance by any Loan Party of this Agreement
or any other Loan Document or to inspect the Properties or books of any Loan
Party. Except for notices, reports and other documents and information expressly
required to be furnished to the Lenders by the Administrative Agent hereunder or
under the other Loan Documents, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other financial
information concerning the affairs, financial condition or business of any Loan
Party (or any of its Affiliates) which may come into the possession of the
Administrative Agent or any of its Affiliates.

         Section 12.6 Several Commitments. The Commitments and other obligations
of the Lenders under this Agreement are several. The default by any Lender in
making a Loan in accordance with its Commitment shall not relieve the other
Lenders of their obligations under this Agreement. In the event of any default
by any Lender in making any Loan, each nondefaulting Lender shall be obligated
to make its Loan but shall not be obligated to advance the amount which the
defaulting Lender was required to advance hereunder. In no event shall any
Lender be required to advance an amount or amounts with respect to any of the
Loans which would in the aggregate exceed such Lender's Commitment with respect
to such Loans. No Lender shall be responsible for any act or omission of any
other Lender.

         Section 12.7 Successor Administrative Agent. Subject to the appointment
and acceptance of a successor Administrative Agent as provided below, the
Administrative Agent may resign at any time by giving notice thereof to the
Lenders and the Borrower. Upon any such resignation, the Required Lenders will
have the right to appoint another Lender as a successor Administrative Agent. If
no successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent's giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent; which shall be a commercial bank organized under the laws
of the U.S. or any state thereof or of a foreign country if acting through its
U.S. branch and having combined capital and surplus of at least $100,000,000.
Upon the acceptance of its appointment as successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all rights, powers, privileges, immunities and duties of the resigning
Administrative Agent, and the resigning Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents. After any Administrative Agent's resignation as Administrative Agent,
the provisions of this Article 12 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was the
Administrative Agent.


CREDIT AGREEMENT - Page 94

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Each Administrative Agent (including each successor Administrative Agent) agrees
that, so long as it is acting as Administrative Agent under this Agreement, it
shall be a Lender under this Agreement. The Borrower, the Administrative Agent
and the Lenders agree that, except for successor Administrative Agents appointed
in accordance with this Section 12.7, no agents or co-agents other than the
Administrative Agent may be appointed under this Agreement or any other Loan
Document without the prior written consent of the Administrative Agent.

                                   ARTICLE 13

                                  Miscellaneous

         Section 13.1 Expenses. Whether or not the transactions contemplated
hereby are consummated, the Borrower hereby agrees, on demand, to pay or
reimburse the Administrative Agent and each of the Lenders for paying: (a) all
reasonable out-of-pocket costs and expenses of the Administrative Agent accrued
or incurred in connection with the preparation, negotiation, execution and
delivery of this Agreement and the other Loan Documents, and any and all
waivers, amendments, modifications, renewals, extensions and supplements thereof
and thereto, and the syndication of the Commitments and the Loans, including,
without limitation, the reasonable fees and expenses of legal counsel for the
Administrative Agent, (b) all out-of-pocket costs and expenses of the
Administrative Agent and the Lenders in connection with any Default, the
exercise of any right or remedy and the enforcement of this Agreement or any
other Loan Document or any term or provision hereof or thereof, including,
without limitation, the fees and expenses of all legal counsel for the
Administrative Agent and/or any Lender (unless, with respect to legal counsel of
any Lender other than Bank of America, the Administrative Agent has not approved
of the payment by the Borrower of the fees and expenses of such counsel), (c)
all transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any Governmental Authority in respect of this Agreement or any of the
other Loan Documents, (d) all costs, expenses, assessments and other charges
incurred in connection with any filing, registration, recording or perfection of
any Lien contemplated by this Agreement or any other Loan Document, and (e) all
reasonable out-of-pocket costs and expenses incurred by the Administrative Agent
in connection with due diligence, computer services, copying, appraisals,
environmental audits, collateral audits, field exams, insurance, consultants and
search reports.

         Section 13.2 INDEMNIFICATION. EACH OF THE LOAN PARTIES HEREBY JOINTLY
AND SEVERALLY AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH LENDER AND
EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
ATTORNEYS AND ADMINISTRATIVE AGENTS FROM, AND HOLD EACH OF THEM HARMLESS
AGAINST, ANY AND ALL LOSSES, LIABILITIES (INCLUDING, WITHOUT LIMITATION,
ENVIRONMENTAL LIABILITIES), CLAIMS, DAMAGES, PENALTIES, JUDGMENTS,
DISBURSEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' AND
CONSULTANTS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR
INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY,
PERFORMANCE, ADMINISTRATION OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (B) ANY
OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (C) THE


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RELATED TRANSACTIONS, (D) ANY BREACH BY ANY LOAN PARTY OF ANY REPRESENTATION,
WARRANTY, COVENANT OR OTHER AGREEMENT CONTAINED IN ANY OF THE LOAN DOCUMENTS,
(E) THE USE OR PROPOSED USE OF ANY LOAN OR PROCEEDS THEREOF OR LETTER OF CREDIT,
(F) ANY AND ALL TAXES, LEVEES, DEDUCTIONS AND CHARGES IMPOSED ON THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER IN RESPECT OF ANY LOAN OR
LETTER OF CREDIT, (G) THE PRESENCE, RELEASE, THREATENED RELEASE, DISPOSAL,
REMOVAL OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN OR
AFFECTING ANY OF THE PROPERTIES OF ANY LOAN PARTY, EXCEPT TO THE EXTENT THAT THE
LOSS, DAMAGE OR CLAIM IS THE DIRECT RESULT OF AN INTENTIONAL AND AFFIRMATIVE ACT
BY THE PERSON TO BE INDEMNIFIED THAT CONSTITUTES GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH PERSON, OR (H) ANY INVESTIGATION, LITIGATION OR OTHER
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION,
LITIGATION OR OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING; BUT EXCLUDING
ANY OF THE FOREGOING TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE PERSON TO BE INDEMNIFIED. WITHOUT LIMITING ANY PROVISION OF
THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE
PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION 13.2 SHALL
BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES
(INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES), CLAIMS, DAMAGES,
PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY
NEGLIGENCE OF SUCH PERSON. WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER TERM
OR PROVISION OF THIS AGREEMENT, THE OBLIGATIONS OF THE LOAN PARTIES UNDER THIS
SECTION 13.2 SHALL SURVIVE THE REPAYMENT OF THE LOANS AND OTHER OBLIGATIONS AND
TERMINATION OF THE COMMITMENTS.

         Section 13.3 Limitation of Liability. None of the Administrative Agent,
any Lender or any Affiliate, officer, director, employee, attorney or agent
thereof shall be liable for any error of judgment or act done in good faith, or
be otherwise liable or responsible under any circumstances whatsoever (including
such Person's negligence), except for such Person's gross negligence or willful
misconduct. None of the Administrative Agent, any Lender or any Affiliate,
officer, director, employee, attorney or agent thereof shall have any liability
with respect to, and each of the Loan Parties hereby waives, releases and agrees
not to sue any of them upon, any claim for any special, indirect, incidental or
consequential damages suffered or incurred by the Borrower or any other Loan
Party in connection with, arising out of or in any way related to this Agreement
or any of the other Loan Documents, or any of the transactions contemplated by
this Agreement or any of the other Loan Documents. Each of the Loan Parties
hereby waives, releases and agrees not to sue the Administrative Agent or any
Lender or any of their respective Affiliates, officers, directors, employees,
attorneys or agents for exemplary or punitive damages in respect of any claim in
connection with, arising out of or in any way related to this Agreement


CREDIT AGREEMENT - Page 96

<PAGE>

or any of the other Loan Documents, or any of the transactions contemplated by
this Agreement or any of the other Loan Documents.

         Section 13.4 No Duty. All attorneys, accountants, appraisers and other
professional Persons and consultants retained by the Administrative Agent and
the Lenders shall have the right to act exclusively in the interest of the
Administrative Agent and the Lenders and shall have no duty of disclosure, duty
of loyalty, duty of care or other duty or obligation of any type or nature
whatsoever to the Borrower or any of its Subsidiaries or any of their
shareholders or Affiliates or any other Person.

         Section 13.5 No Fiduciary Relationship. The relationship between each
Loan Party and each Lender is solely that of debtor and creditor, and neither
the Administrative Agent nor any Lender has any fiduciary or other special
relationship with the Borrower or any other Loan Party, and no term or condition
of any of the Loan Documents shall be construed so as to deem the relationship
between the Borrower and any Lender, or any other Loan Party and any Lender, to
be other than that of debtor and creditor. No joint venture or partnership is
created by this Agreement among the Lenders or among the Borrower or any other
Loan Party and the Lenders.

         Section 13.6 Equitable Relief. Each of the Loan Parties recognizes
that, in the event it fails to pay, perform, observe or discharge any or all of
the Obligations, any remedy at law may prove to be inadequate relief to the
Administrative Agent and the Lenders. Each of the Loan Parties therefore agrees
that the Administrative Agent and the Lenders, if the Administrative Agent or
the Lenders so request, shall be entitled to temporary and permanent injunctive
relief in any such case without the necessity of proving actual damages.

         Section 13.7 No Waiver, Cumulative Remedies. No failure on the part of
the Administrative Agent or any Lender to exercise and no delay in exercising,
and no course of dealing with respect to, any right, power or privilege under
this Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege under this
Agreement or any other Loan Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies provided for in this Agreement and the other Loan Documents are
cumulative and not exclusive of any rights and remedies provided by law.

         Section 13.8 Successors and Assigns.

                  (a) This Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and
         assigns. Neither the Borrower nor any other Loan Party may assign or
         transfer any of its rights or obligations under this Agreement or any
         other Loan Document without the prior written consent of the
         Administrative Agent and the Lenders. Any Lender may sell
         participations in all or a portion of its rights and obligations under
         this Agreement and the other Loan Documents (including, without
         limitation, all or a portion of its Commitment and the Loans owing to
         it); provided, however, that (i) such Lender's obligations under this
         Agreement and the other Loan Documents (including, without limitation,
         its Commitment) shall remain unchanged, (ii) such Lender shall remain
         solely responsible to the Borrower for the performance of such
         obligations, (iii) such Lender shall remain the holder of its Note for


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<PAGE>

         all purposes of this Agreement, (iv) the Loan Parties shall continue to
         deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under this Agreement and the other Loan
         Documents, and (v) the Lenders shall not grant any participation under
         which the participant shall have the right to approve (or under which
         the consent of the participant must be obtained prior to the Lenders
         being able to approve) any amendment or waiver of this Agreement or the
         other Loan Documents, except to the extent that such amendment or
         waiver (A) increases any Commitment, (B) reduces the interest rate or
         the amount of principal or fees applicable to the Loans in which such
         participant is participating, (C) extends the Maturity Date, (D)
         releases any of the Collateral (except as provided for herein or in any
         Loan Document) or any guaranty of the Obligations, or (E) releases the
         Borrower from any of its monetary Obligations under any of the Loan
         Documents.

                  (b) Each of the Loan Parties and each of the Lenders agree
         that any Lender (the "Assigning Lender") may at any time assign to one
         or more Eligible Assignees all, or a proportionate part of all, of its
         rights and/or obligations under this Agreement and the other Loan
         Documents (including, without limitation, its Commitment and/or Loans)
         (each an "Assignee"); provided, however, that (i) each such assignment
         may be of a varying percentage of the Assigning Lender's rights and/or
         obligations under this Agreement and the other Loan Documents and may
         relate to some but not all of such rights and/or obligations, (ii)
         except in the case of an assignment of all of a Lender's rights and
         obligations under this Agreement and the other Loan Documents, the
         amount of the Commitment and/or Loans of the Assigning Lender being
         assigned pursuant to each assignment (determined as of the date of the
         Assignment and Acceptance with respect to such assignment) shall in no
         event be less than the lesser of (A) an amount equal to $5,000,000
         calculated based upon the Commitment assigned (or, if such Commitment
         has terminated or expired, the aggregate outstanding principal amount
         of the Loans and the Letter of Credit Liabilities assigned), or (B) an
         amount equal to ten percent of the aggregate Commitments (or, if such
         Commitments have terminated or expired, the aggregate outstanding
         principal amount of the Loans and the Letter of Credit Liabilities),
         and (iii) the parties to each such assignment shall execute and deliver
         to the Administrative Agent for its acceptance and recording in the
         Register (as defined below), an Assignment and Acceptance, together
         with the Note subject to such assignment, and a processing and
         recordation fee of $3,500. Upon such execution, delivery, acceptance
         and recording, from and after the effective date specified in each
         Assignment and Acceptance, which effective date shall be at least five
         Business Days after the execution thereof or such other date as may be
         approved by the Administrative Agent, (1) the Assignee thereunder shall
         be a party hereto as a "Lender" and, to the extent that rights and
         obligations hereunder have been assigned to it pursuant to such
         Assignment and Acceptance, have the rights and obligations of a Lender
         hereunder and under the Loan Documents, and (2) the Assigning Lender
         thereunder shall, to the extent that rights and obligations hereunder
         have been assigned by it pursuant to such Assignment and Acceptance,
         relinquish its rights and be released from its obligations under this
         Agreement and the other Loan Documents (and, in the case of an
         Assignment and Acceptance covering all or the remaining portion of a
         Lender's rights and obligations under the Loan Documents, such Lender
         shall cease to be a party thereto, provided that


CREDIT AGREEMENT - Page 98

<PAGE>

         such Lender's rights under Article 4, Section 13.1 and Section 13.2
         accrued through the date of assignment shall continue).

                  (c) By executing and delivering an Assignment and Acceptance,
         the Assigning Lender thereunder and the Assignee thereunder confirm to
         and agree with each other and the other parties hereto as follows: (i)
         other than as provided in such Assignment and Acceptance, such
         Assigning Lender makes no representation or warranty and assumes no
         responsibility with respect to any statements, warranties or
         representations made in or in connection with the Loan Documents or the
         execution, legality, validity, enforceability, genuineness, sufficiency
         or value of the Loan Documents or any other instrument or document
         furnished pursuant thereto; (ii) such Assigning Lender makes no
         representation or warranty and assumes no responsibility with respect
         to the financial condition or results of operations of any Loan Party
         or the performance or observance by any Loan Party of its obligations
         under the Loan Documents; (iii) such Assignee confirms that it has
         received a copy of the Loan Documents, together with copies of the
         financial statements referred to in Section 7.2 and such other
         documents and information as it has deemed appropriate to make its own
         credit analysis and decision to enter into such Assignment and
         Acceptance; (iv) such Assignee will, independently and without reliance
         upon the Administrative Agent or such Assigning Lender and based on
         such documents and information as it shall deem appropriate at the
         time, continue to make its own credit decisions in taking or not taking
         action under this Agreement and the other Loan Documents; (v) such
         Assignee confirms that it is an Eligible Assignee; (vi) such Assignee
         appoints and authorizes the Administrative Agent to take such action as
         agent on its behalf and exercise such powers under the Loan Documents
         as are delegated to the Administrative Agent by the terms thereof,
         together with such powers as are reasonably incidental thereto; and
         (vii) such Assignee agrees that it will perform in accordance with
         their terms all of the obligations which by the terms of the Loan
         Documents are required to be performed by it as a Lender.

                  (d) The Administrative Agent shall maintain at its Principal
         Office a copy of each Assignment and Acceptance delivered to and
         accepted by it and a register for the recordation of the names and
         addresses of the Lenders and the Commitment of, and principal amount of
         the Loans owing to, each Lender from time to time (the "Register"). The
         entries in the Register shall be conclusive and binding for all
         purposes, absent manifest error, and the Loan Parties, the
         Administrative Agent and the Lenders may treat each Person whose name
         is recorded in the Register as a Lender hereunder for all purposes
         under the Loan Documents. The Register shall be available for
         inspection by any Loan Party or any Lender at any reasonable time and
         from time to time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
         by an Assigning Lender and Assignee representing that it is an Eligible
         Assignee, together with the Note subject to such assignment, the
         Administrative Agent shall, if such Assignment and Acceptance has been
         completed and is in substantially the form of Exhibit A hereto, (i)
         accept such Assignment and Acceptance, (ii) record the information
         contained therein in the Register, and (iii) give prompt written notice
         thereof to the Borrower. Within five


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<PAGE>

         Business Days after its receipt of such notice, the Borrower, at its
         expense, shall execute and deliver to the Administrative Agent in
         exchange for each surrendered Note evidencing the Loans assigned, a new
         Note evidencing such Loans payable to the order of such Eligible
         Assignee in an amount equal to such Loans assigned to it and, if the
         Assigning Lender has retained any Loans, a new Note evidencing each
         such Loans payable to the order of the Assigning Lender in the amount
         of such Loans retained by it (each such promissory note shall
         constitute a "Note" for purposes of the Loan Documents). Such new Notes
         shall be dated the effective date of such Assignment and Acceptance and
         shall otherwise be in substantially the form of Exhibit C hereto.

                  (f) Any Lender may, in connection with any assignment or
         participation or proposed assignment or participation pursuant to this
         Section 13.8, disclose to the Assignee or participant or proposed
         Assignee or participant any information relating to the Borrower or any
         of its Subsidiaries or Affiliates or any other Loan Party furnished to
         such Lender by or on behalf of the Borrower or any of its Subsidiaries
         or Affiliates or any other Loan Party; provided that each such actual
         or proposed Assignee or participant shall agree to be bound by the
         provisions of Section 13.20.

                  (g) Any Lender may assign and pledge the Note held by it to
         any Federal Reserve Bank or the U.S. Treasury as collateral security
         pursuant to Regulation A of the Board of Governors of the Federal
         Reserve System and any operating circular issued by such Federal
         Reserve System and/or Federal Reserve Bank; provided, however, that any
         payment made by the Borrower for the benefit of such assigning and/or
         pledging Lender in accordance with the terms of the Loan Documents
         shall satisfy the Borrower's obligations under the Loan Documents in
         respect thereof to the extent of such payment. No such assignment
         and/or pledge shall release the assigning and/or pledging Lender from
         its obligations hereunder.

                  (h) The Borrower shall maintain, or cause to be maintained, a
         register (the "Registered Note Register") (which, at the request of the
         Borrower (which request the Borrower makes by the execution of this
         Agreement), shall be kept by the Administrative Agent on behalf of the
         Borrower at no extra charge to the Borrower at the address to which
         notices to the Administrative Agent are to be sent hereunder) on which
         it shall enter the name of the registered owner of each of the Loans
         which is evidenced by a Registered Note. Notwithstanding anything to
         the contrary contained in this Section 13.8, a Registered Note and the
         Loans evidenced thereby may be assigned or otherwise transferred in
         whole or in part only by registration of such assignment or transfer of
         such Registered Note and the Loans evidenced thereby on the Registered
         Note Register (and each Registered Note shall expressly so provide).
         Any assignment or transfer of all or part of such Loans and the
         Registered Note evidencing the same shall be registered on the
         Registered Note Register only upon surrender for registration of
         assignment or transfer of the Registered Note evidencing such Loans,
         duly endorsed by (or accompanied by a written instrument of assignment
         or transfer duly executed by) the registered noteholder thereof, and
         thereupon one or more new Registered Notes in the same aggregate
         principal amount shall be issued to the designated assignee(s) or
         transferee(s). Prior to the due presentment for registration of
         transfer of any Registered Note, the Borrower and the Administrative
         Agent shall treat the Person in whose name



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         such Loans and the Registered Note(s) evidencing the same are
         registered as the owner thereof for the purpose of receiving all
         payments thereon and for all other purposes, notwithstanding any notice
         to the contrary. The Registered Note Register shall be available for
         inspection by the Borrower and any Lender at any reasonable time upon
         reasonable prior notice.

         Section 13.9 Survival. All representations and warranties made or
deemed made in this Agreement or any other Loan Document or in any document,
statement or certificate furnished in connection with this Agreement shall
survive the execution and delivery of this Agreement and the other Loan
Documents and the making of the Loans, and no investigation by the
Administrative Agent or any Lender or any closing shall affect the
representations and warranties or the right of the Administrative Agent or any
Lender to rely upon them. Without prejudice to the survival of any other
obligation of any Loan Party hereunder, the obligations of such Loan Party under
Article 4 and Sections 13.1 and 13.2 shall survive repayment of the Loans and
the Reimbursement Obligations and the other Obligations.

         Section 13.10 ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTES AND THE OTHER
LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS (INCLUDING, WITHOUT
LIMITATION, THE COMMITMENT LETTER), TERM SHEETS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         Section 13.11 Amendments. No amendment or waiver of any provision of
this Agreement, the Notes or any other Loan Document to which any Loan Party is
a party, nor any consent to any departure by such Loan Party therefrom, shall in
any event be effective unless the same shall be agreed or consented to by the
Required Lenders and the applicable Loan Party or Loan Parties in writing, and
each such waiver or consent shall be effective only in the specific instance and
for the writing, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and
signed by all of the Lenders and the applicable Loan Party or Loan Parties, do
any of the following: (a) increase the Commitments of the Lenders or subject the
Lenders to any additional obligations; (b) reduce the principal of, or interest
on, the Loans or any fees or other amounts payable hereunder; (c) postpone any
date fixed for any payment (including, without limitation, any mandatory
prepayment) of principal of, or interest on, the Loans or any fees or other
amounts payable hereunder, (d) waive any of the conditions precedent specified
in Article 6; (e) change the Aggregate Percentage, the Commitment Percentage or
the aggregate unpaid principal amount of the Loans or the number or interests of
the Lenders which shall be required for the Lenders or any of them to take any
action under this Agreement; (f) change any provision contained in Section 3.2,
Section 9.13 or this Section 13.11 or modify the definition of "Eligible
Receivables" or "Required Lenders" contained in Section 1.1; or (g) except as
expressly authorized by this Agreement, release any Collateral from any of the
Liens created by the Security Documents or release any guaranty of all



CREDIT AGREEMENT - Page 101

<PAGE>

or any portion of the Obligations; and provided further, however, that no
amendment, waiver or consent relating to Sections 12.1, 12.2, 12.3, 12.4 or 12.5
shall require the agreement of any Loan Party. Notwithstanding anything to the
contrary contained in this Section 13.11, no amendment, waiver or consent shall
be made with respect to Article 12 hereof without the prior written consent of
the Administrative Agent.

         Section 13.12 Maximum Interest Rate.

                  (a) No interest rate specified in this Agreement or any other
         Loan Document shall at any time exceed the Maximum Rate. If at any time
         the interest rate (the "Contract Rate") for any Obligation shall exceed
         the Maximum Rate, thereby causing the interest accruing on such
         Obligation to be limited to the Maximum Rate, then any subsequent
         reduction in the Contract Rate for such Obligation shall not reduce the
         rate of interest on such Obligation below the Maximum Rate until the
         aggregate amount of interest accrued on such Obligation equals the
         aggregate amount of interest which would have accrued on such
         Obligation if the Contract Rate for such Obligation had at all times
         been in effect.

                  (b) Notwithstanding anything to the contrary contained in this
         Agreement or the other Loan Documents, none of the terms and provisions
         of this Agreement or the other Loan Documents shall ever be construed
         to create a contract or obligation to pay interest at a rate in excess
         of the Maximum Rate; and neither the Administrative Agent nor any
         Lender shall ever charge, receive, take, collect, reserve or apply, as
         interest on the Obligations, any amount in excess of the Maximum Rate.
         The parties hereto agree that any interest, charge, fee, expense or
         other obligation provided for in this Agreement or in the other Loan
         Documents which constitutes interest under applicable law shall be,
         ipso facto and under any and all circumstances, limited or reduced to
         an amount equal to the lesser of (i) the amount of such interest,
         charge, fee, expense or other obligation that would be payable in the
         absence of this Section 13.12(b) or (ii) an amount, which when added to
         all other interest payable under this Agreement and the other Loan
         Documents, equals the Maximum Rate. If, notwithstanding the foregoing,
         the Administrative Agent or any Lender ever contracts for, charges,
         receives, takes, collects, reserves or applies as interest any amount
         in excess of the Maximum Rate, such amount which would be deemed
         excessive interest shall be deemed a partial payment or prepayment of
         principal of the Obligations and treated hereunder as such; and if the
         Obligations, or applicable portions thereof, are paid in full, any
         remaining excess shall promptly be paid to the applicable Loan Party or
         Loan Parties (as appropriate). In determining whether the interest paid
         or payable, under any specific contingency, exceeds the Maximum Rate,
         the Loan Parties, the Administrative Agent and the Lenders shall, to
         the maximum extent permitted by applicable law, (i) characterize any
         nonprincipal payment as an expense, fee or premium rather than as
         interest, (ii) exclude voluntary prepayments and the effects thereof,
         and (iii) amortize, prorate, allocate and spread in equal or unequal
         parts the total amount of interest throughout the entire contemplated
         term of the Obligations, or applicable portions thereof, so that the
         interest rate does not exceed the Maximum Rate at any time during the
         term of the Obligations; provided that, if the unpaid principal balance
         is paid and performed in full prior to the end of the full contemplated
         term thereof, and if the interest received for the actual period of
         existence thereof exceeds the Maximum


CREDIT AGREEMENT - Page 102

<PAGE>

         Rate, the Administrative Agent and/or the Lenders, as appropriate,
         shall refund to the applicable Loan Party or Loan Parties (as
         appropriate) the amount of such excess and, in such event, the
         Administrative Agent and the Lenders shall not be subject to any
         penalties provided by any laws for contracting for, charging,
         receiving, taking, collecting, reserving or applying interest in excess
         of the Maximum Rate. In addition to the foregoing, each of the Loan
         Parties agrees that no provision of this Agreement or any other Loan
         Document shall have the effect of imposing on any Loan Party any
         obligation to pay interest (as such term is defined in Section 347 of
         the Criminal Code of Canada) at a rate in excess of the rate permitted
         by the laws of Canada if and to the extent (if any) that such laws are
         applicable, after taking into account all other amounts which must be
         taken into account for the purpose of such laws, and the obligations of
         the Loan Parties to pay interest under this Agreement and the other
         Loan Documents is so limited.

                  (c) Each of the Loan Parties agrees that Chapter 346 (other
         than Section 346.004) of the Texas Finance Code, as amended (which
         regulates certain revolving credit loan accounts and revolving
         tri-party accounts) shall not govern or in any manner apply to the
         Obligations.

         Section 13.13 Notices. All notices and other communications provided
for in this Agreement and the other Loan Documents to which the Borrower or any
of its Subsidiaries is a party shall be given or made by telecopy or in writing
and telecopied, mailed by certified mail return receipt requested or delivered
to the intended recipient at the "Address for Notices" specified below its name
on the signature pages hereof (or, with respect to a Lender that becomes a party
to this Agreement pursuant to an assignment made in accordance with Section
13.8, in the Assignment and Acceptance executed by it); or, as to any party, at
such other address as shall be designated by such party in a notice to each
other party given in accordance with this Section 13.13. Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when transmitted by telecopy or personally delivered or, in the case
of a mailed notice, upon receipt, in each case given or addressed as aforesaid;
provided, however, that notices to the Administrative Agent shall be deemed
given when received by the Administrative Agent.

         Section 13.14 GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF
PROCESS. EXCEPT AS MAY BE EXPRESSLY STATED TO THE CONTRARY IN CERTAIN LOAN
DOCUMENTS, THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
(WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES) AND APPLICABLE LAWS OF THE U.S.
EACH OF THE BORROWER AND EACH OF ITS DOMESTIC SUBSIDIARIES HEREBY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF EACH OF (1) THE U.S. DISTRICT COURT FOR THE
NORTHERN DISTRICT OF TEXAS, AND (2) ANY TEXAS STATE COURT SITTING IN DALLAS
COUNTY, TEXAS, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH OF THE BORROWER AND EACH OF ITS DOMESTIC
SUBSIDIARIES HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS
IN


CREDIT AGREEMENT - Page 103

<PAGE>

ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH
PERSON AT ITS ADDRESS SET FORTH UNDERNEATH ITS SIGNATURE HERETO. EACH OF THE
BORROWER AND EACH OF ITS DOMESTIC SUBSIDIARIES HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORM.

         Section 13.15 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         Section 13.16 Severability. Any provision of this Agreement held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Agreement and the effect thereof shall be
confined to the provision held to be invalid or illegal.

         Section 13.17 Headings. The headings, captions and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.

         Section 13.18 Construction. Each of the Borrower and each of its
Subsidiaries, the Administrative Agent and each Lender acknowledges that it has
had the benefit of legal counsel of its own choice and has been afforded an
opportunity to review this Agreement and the other Loan Documents with its legal
counsel and that this Agreement and the other Loan Documents shall be construed
as if jointly drafted by the parties hereto.

         Section 13.19 Independence of Covenants. All covenants hereunder shall
be given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitations of, another covenant shall
not avoid the occurrence of a Default if such action is taken or such condition
exists.

         Section 13.20 Confidentiality. Each Lender agrees to exercise its best
efforts to keep any information delivered or made available by any Loan Party to
it which is clearly indicated to be confidential information, confidential from
anyone other than Persons employed or retained by such Lender who are or are
expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided that nothing herein shall prevent any Lender
from disclosing such information (a) to any other Lender, (b) to any Person if
reasonably incidental to the administration of the Loans, (c) upon the order of
any court or administrative agency, (d) upon the request or demand of any
regulatory agency or authority having jurisdiction over such Lender, (e) which
has been publicly disclosed other than as a result of a disclosure by such
Lender which is not otherwise permitted by this Section 13.20, (f) in connection
with any litigation to which the Administrative Agent, any Lender or their
respective Affiliates may be a party, (g) to the extent reasonably required in
connection with the exercise of any right or remedy under the Loan Documents,
(h) to such Lender's legal counsel, independent auditors and affiliates, and (i)
to any actual or proposed participant or Assignee of all or part of its rights


CREDIT AGREEMENT - Page 104

<PAGE>

hereunder, so long as such actual or proposed participant or Assignee agrees to
be bound by the provisions of this Section 13.20.

         Section 13.21 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
ACTIONS OF ANY LOAN PARTY, THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE
NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

         Section 13.22 Approvals and Consent. Except as may be expressly
provided to the contrary in this Agreement or in the other Loan Documents (as
applicable), in any instance under this Agreement of the other Loan Documents
where the approval, consent or exercise of judgment of the Administrative Agent
or any Lender is requested or required, (a) the granting or denial of such
approval or consent and the exercise of such judgment shall be within the sole
discretion of the Administrative Agent or such Lender, respectively, and the
Administrative Agent and such Lender shall not, for any reason or to any extent,
be required to grant such approval or consent or to exercise such judgment in
any particular manner, regardless of the reasonableness of the request or the
action or judgment of the Administrative Agent or such Lender, and (b) no
approval or consent of the Administrative Agent or any Lender shall in any event
be effective unless the same shall be in writing and the same shall be effective
only in the specific instance and for the specific purpose for which given.

         Section 13.23 Agent for Services of Process. Each of the Domestic
Subsidiaries of the Borrower hereby irrevocably designates the Borrower, whose
address is 1870 Crown Drive, Dallas, Texas 75234-9416, to receive, for and on
behalf of such Person, service of process in the State of Texas, such service
being hereby acknowledged by such Person to be effective and binding service in
every respect. In the event that the Borrower resigns or ceases to serve as such
Person's agent for service of process hereunder, such Person agrees forthwith
(a) to designate another agent for service of process in Texas, and (b) to give
prompt written notice to the Administrative Agent of the name and address of
such agent. Each of the Subsidiaries of the Borrower agrees that the failure of
its agent for service of process to give any notice of any such service of
process to such Person shall not impair or affect the validity of such service
or of any judgment based thereon. If, despite the foregoing, there is for any
reason no agent for service of process of such Person available to be served,
then such Person further irrevocably consents to the service of process by the
mailing thereof by the Administrative Agent or the Required Lenders by
registered or certified mail, postage prepaid, to such Person at its address
listed on the signature pages hereof. Nothing in this Section 13.23 shall affect
the right of the Administrative Agent or the Lenders to serve legal process in
any other manner permitted by law or affect the right of the Administrative
Agent or any Lender to bring any action or proceeding against the Borrower or
any of its Subsidiaries or its Property in the court of any jurisdiction.

         Section 13.24 Joint and Several Obligations. Each and every
representation, warranty, covenant or agreement of the Loan Parties or any two
or more Loan Parties or of the Borrower



CREDIT AGREEMENT - Page 105

<PAGE>

and its Domestic Subsidiaries contained herein shall be, and shall be deemed to
be, the joint and several representation, warranty, covenant and agreement of
each of the Loan Parties or such Loan Parties or of the Borrower and each of its
Domestic Subsidiaries, respectively, and of all such Persons.

         Section 13.25 Refinancing.

                  (a) Effective as of the Closing Date and upon the
         effectiveness of this Agreement, all obligations under the Existing
         Agreement shall be refinanced with the proceeds of the initial Loan
         hereunder and all Liens, security interests and encumbrances securing
         the "Obligations" under and as defined in the Existing Agreement in
         assets of the Borrower and the Domestic Subsidiaries (other than
         Capital Stock of the Canadian Subsidiaries or assets located outside of
         the U.S.) (the "Credit Agreement Liens") shall continue in existence
         and in full force and effect securing the Obligations hereunder and
         under the Loan Documents. The Credit Agreement Liens and the Security
         Documents (as defined in the Existing Agreement) pursuant to which such
         Credit Agreement Liens were granted are and shall remain valid,
         binding, enforceable, duly perfected and in full force and effect
         without any additional filing or recording of any document or
         instrument in any recording or similar office. The Borrower and its
         Domestic Subsidiaries each agree that they are hereby estopped from
         challenging, claiming or asserting that any of the Credit Agreement
         Liens have not attached, are not properly granted, perfected or are
         otherwise not enforceable to the same extent and in the same priority
         as under the Existing Credit Agreement. The parties hereto intend that
         the Loan Documents constitute a refinancing of the indebtedness under
         the Existing Agreement but not a novation of such indebtedness or of
         the indebtedness or liens evidenced thereby or existing thereunder.

                  (b) The "Obligations" as defined in the Existing Agreement are
         refinanced by the terms of this Agreement and shall not be extinguished
         hereby; provided, however, that the Existing Agreement shall remain in
         full force and effect unless and until such refinancing occurs. All
         subordination agreements, security agreements, pledge agreements,
         mortgages, deeds of trust and other documents and instruments granting
         any security interest or assigning any interest in any assets of the
         Borrower or any of its Subsidiaries to secure the Obligations executed
         and delivered in connection with this Agreement that restate any
         previously granted interest shall supersede any subordination
         agreements, security agreements, pledge agreements, mortgages, deeds of
         trust and other documents and instruments granting any security
         interest or assigning any interest in any assets of the Borrower or any
         of its Subsidiaries that were executed and delivered in connection with
         the Existing Agreement (the "Original Security Documents"), except for
         the Credit Agreement Liens created under the Original Security
         Documents which shall remain valid, binding and enforceable Liens
         against the Borrower, its Subsidiaries and each of the other Persons
         granting any such Liens. All other Original Security Documents shall
         continue to secure the Obligations as herein defined, and shall be in
         full force and effect, except that the Liens granted under such other
         Original Security Documents shall be limited to the Credit Agreement
         Liens.


CREDIT AGREEMENT - Page 106

<PAGE>

         Section 13.26 Amendment to Letter Agreement. The reference to "Bank of
Montreal" contained in clause (i) of Paragraph 1(h) of the Letter Agreement is
hereby amended to mean and refer to "The Bank of Nova Scotia".

                  [Remainder of page intentionally left blank.]


CREDIT AGREEMENT - Page 107

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                            DYNAMEX INC.


                            By: /s/ RAY E. SCHMITZ
                               -------------------------------------------------
                            Name:    Ray E. Schmitz
                            Title:   Vice President

                            Address for Notices:
                            1870 Crown Drive
                            Dallas, TX 75234-9416
                            Telecopy No. (214) 561-7499
                            Telephone No. (214) 561-7506
                            Attention: Director - Finance and Investor Relations


                            DYNAMEX OPERATIONS EAST, INC.


                            By: /s/ RAY E. SCHMITZ
                               -------------------------------------------------
                            Name:    Ray E. Schmitz
                            Title:   Vice President

                            Address for Notices:
                            1870 Crown Drive
                            Dallas, TX 75234-9416
                            Telecopy No. (214) 561-7499
                            Telephone No. (214) 561-7506
                            Attention: Director - Finance and Investor Relations


                            DYNAMEX OPERATIONS WEST, INC.


                            By: /s/ RAY E. SCHMITZ
                               -------------------------------------------------
                            Name:    Ray E. Schmitz
                            Title:   Vice President

                            Address for Notices:
                            1870 Crown Drive
                            Dallas, TX 75234-9416
                            Telecopy No. (214) 561-7499
                            Telephone No. (214) 561-7506
                            Attention: Director - Finance and Investor Relations


<PAGE>


                            ROAD RUNNER TRANSPORTATION, INC.


                            By: /s/ RAY E. SCHMITZ
                               -------------------------------------------------
                            Name:    Ray E. Schmitz
                            Title:   Vice President

                            Address for Notices:
                            1870 Crown Drive
                            Dallas, TX 75234-9416
                            Telecopy No. (214) 561-7499
                            Telephone No. (214) 561-7506
                            Attention: Director - Finance and Investor Relations


                            NEW YORK DOCUMENT EXCHANGE CORPORATION


                            By: /s/ RAY E. SCHMITZ
                               -------------------------------------------------
                            Name:    Ray E. Schmitz
                            Title:   Vice President

                            Address for Notices:
                            1870 Crown Drive
                            Dallas, TX 75234-9416
                            Telecopy No. (214) 561-7499
                            Telephone No. (214) 561-7506
                            Attention: Director - Finance and Investor Relations


                            DYNAMEX DEDICATED FLEET SERVICES, INC.


                            By: /s/ RAY E. SCHMITZ
                               -------------------------------------------------
                            Name:    Ray E. Schmitz
                            Title:   Vice President

                            Address for Notices:
                            1870 Crown Drive
                            Dallas, TX 75234-9416
                            Telecopy No. (214) 561-7499
                            Telephone No. (214) 561-7506
                            Attention: Director - Finance and Investor Relations



<PAGE>

                            DYNAMEX CANADA HOLDINGS, INC.


                            By: /s/ RAY E. SCHMITZ
                               -------------------------------------------------
                            Name:    Ray E. Schmitz
                            Title:   Vice President

                            Address for Notices:
                            1870 Crown Drive
                            Dallas, TX 75234-9416
                            Telecopy No. (214) 561-7499
                            Telephone No. (214) 561-7506
                            Attention: Director - Finance and Investor Relations


                            DYNAMEX PROVINCIAL COURIERS, INC.


                            By: /s/ RAY E. SCHMITZ
                               -------------------------------------------------
                            Name:    Ray E. Schmitz
                            Title:   Vice President

                            Address for Notices:
                            1870 Crown Drive
                            Dallas, TX 75234-9416
                            Telecopy No. (214) 561-7499
                            Telephone No. (214) 561-7506
                            Attention: Director - Finance and Investor Relations






<PAGE>


                                    LENDERS:


Commitment:     $30,000,000        BANK OF AMERICA, N.A., as Administrative
                                   Agent and as a Lender



                                   By: /s/ MICHAEL F. MURRAY
                                      -----------------------------------------
                                   Name:    Michael F. Murray
                                   Title:   Vice President

                                   Address for Notices:
                                   Bank of America, N.A.
                                   901 Main Street, 67th Floor
                                   Dallas, Texas 75202
                                   Telecopy No.: (214) 209-3140
                                   Telephone No.: (214) 209-0323
                                   Attention: Commercial Banking

                                   Lending Office for ABR Loans:
                                   Bank of America, N.A.
                                   901 Main Street
                                   Dallas, Texas 75202
                                   Attention: Commercial Banking

                                   Lending Office for Eurodollar Loans:
                                   Bank of America, N.A.
                                   901 Main Street
                                   Dallas, Texas 75202
                                   Attention: Commercial Banking