**Exhibit 10.14.1**SECOND AMENDMENT TO CREDIT AGREEMENT     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as ofNovember 10, 2005, by and among the lenders listed on the signature pages hereof as Lenders (the“Lenders”), DYNAMEX INC., a Delaware corporation (the “Borrower”), DYNAMEXOPERATIONS EAST, INC., a Delaware corporation, DYNAMEX OPERATIONS WEST, INC., a Delawarecorporation, ROAD RUNNER TRANSPORTATION, INC., a Minnesota corporation, NEW YORK DOCUMENT EXCHANGECORPORATION, a New York corporation, DYNAMEX DEDICATED FLEET SERVICES, INC., a Delawarecorporation, DYNAMEX CANADA HOLDINGS, INC., a Delaware corporation, DYNAMEX PROVINCIAL COURIERS,INC., a Delaware corporation, BANK OF AMERICA, N.A., in its capacity as a lender (the“Lender”), and BANK OF AMERICA, N.A., as administrative agent for itself and the Lender (insuch capacity, the “Administrative Agent”).BACKGROUND     A. The Borrower, the other Loan Parties (as defined in the Credit Agreement defined below),the Lender and the Administrative Agent are parties to that certain Credit Agreement, dated as ofMarch 2, 2004, as amended by that certain First Amendment to Credit Agreement, dated as of April22, 2005 (said Credit Agreement, as amended, the “Credit Agreement”; the terms defined inthe Credit Agreement and not otherwise defined herein shall be used herein as defined in the CreditAgreement).     B. The Borrower has requested an amendment to increase the Commitment from $15,000,000 to$20,000,000 to the Credit Agreement.     C. The Borrower, the Lender and the Administrative Agent hereby agree to amend the CreditAgreement, subject to the terms and conditions set forth herein.     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter setforth, and for other good and valuable consideration, the receipt and adequacy of which are allhereby acknowledged, the parties hereto covenant and agree as follows:     1. AMENDMENTS.     (a) The definition of “Commitment” set forth in Section 1.1 of the CreditAgreement is hereby amended to read as follows:     “Commitment” means, as to any Lender, the obligation of such Lender to makeLoans and incur or participate in Letter of Credit Liabilities hereunder in an aggregateprincipal amount at any one time outstanding up to but not exceeding the amount set forthopposite the name of such Lender on the signature pages hereto (or any amendment to theCredit Agreement) under the heading “Commitment” or, if such Lender is a party to anAssignment and Acceptance, the amount of the “Commitment” set forth in the most recentAssignment and Acceptance of such Lender, as the same may be reduced or terminated pursuantto Section 2.12 or 11.2, and “Commitments” means such obligations
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of all Lenders. As of the Second Amendment Effective Date, the aggregate principalamount of the Commitment is $20,000,000.     (b) The defined term “Second Amendment” is hereby added to Section 1.1 of theCredit Agreement in proper alphabetical order to read as follows:     “Second Amendment” means that certain Second Amendment to Credit Agreement,dated as of November 10, 2005, among the Borrower, the Lender and the Administrative Agent.     (c) The defined term “Second Amendment Effective Date” is hereby added to Section1.1 of the Credit Agreement in proper alphabetical order to read as follows:     “Second Amendment Effective Date” means the date that all of the conditions toeffectiveness set forth in Section 3 of the Second Amendment have been satisfied.     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution anddelivery hereof, the Borrower represents and warrants that, as of the date hereof, after takinginto account the effectiveness of this Second Amendment:     (a) the representations and warranties contained in the Credit Agreement and the other LoanDocuments are true and correct on and as of the date hereof as made on and as of such date;     (b) no event has occurred and is continuing which constitutes a Default or an Event ofDefault;     (c) (i) the Borrower has full power and authority to execute and deliver this SecondAmendment, the replacement Revolving Loan Note for the Lender in the amount of the Commitment asincreased by this Second Amendment (the “Replacement Note”), (ii) this Second Amendment andthe Replacement Note have been duly executed and delivered by the Borrower, and (iii) this SecondAmendment and the Replacement Note and the Credit Agreement, as amended hereby, constitute thelegal, valid and binding obligations of the Borrower, enforceable in accordance with theirrespective terms, except as enforceability may be limited by applicable debtor relief laws and bygeneral principles of equity (regardless of whether enforcement is sought in a proceeding in equityor at law) and except as rights to indemnity may be limited by federal or state securities laws;     (d) neither the execution, delivery and performance of this Second Amendment, the ReplacementNote or the Credit Agreement, as amended hereby, nor the consummation of any transactionscontemplated herein or therein, will conflict with any Law or organizational documents of theBorrower, or any indenture, agreement or other instrument to which the Borrower or any of itsproperty is subject; and     (e) no authorization, approval, consent, or other action by, notice to, or filing with, anygovernmental authority or other Person (including the Board of Directors of the Borrower) notpreviously obtained is required for the execution, delivery or performance by the Borrower of thisSecond Amendment or the Replacement Note.
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     3. CONDITIONS OF EFFECTIVENESS. This Second Amendment shall be effective uponsatisfaction of the following conditions:     (a) the representations and warranties set forth in Section 2 of this Second Amendment shallbe true and correct;     (b) the Administrative Agent shall have received counterparts of this Second Amendmentexecuted by the Lenders;     (c) the Administrative Agent shall have received counterparts of this Second Amendmentexecuted by the Borrower and acknowledged by each Loan Party;     (d) the Administrative Agent shall have received duly executed Replacement Note for theLender; and     (e) the Administrative Agent shall have received in form and substance satisfactory to theAdministrative Agent, such other documents, certificates and instruments as the Lenders shallrequire.     4. LOAN PARTY’S ACKNOWLEDGMENT. By signing below, each Loan Party (i) acknowledges,consents and agrees to the execution, delivery and performance by the Borrower of this SecondAmendment, (ii) acknowledges and agrees that its obligations in respect of the Loan Documents towhich it is a party are not released, diminished, waived, modified, impaired or affected in anymanner by this Second Amendment, or any of the provisions contemplated herein, and include theincrease of the Commitment provided for in this Second Amendment, (iii) ratifies and confirms itsobligations under the Loan Documents to which it is a party, and (iv) acknowledges and agrees thatit has no claim or offsets against, or defenses or counterclaims to, its obligations under the LoanDocuments to which it is a party.     5. **RELEASE****. IN CONSIDERATION OF THE LENDER’S EXECUTION OF THIS SECOND AMENDMENT, EACHOF THE LOAN PARTIES, IN EACH CASE ON BEHALF OF ITSELF AND EACH OF THEIR SUCCESSORS AND ASSIGNS(COLLECTIVELY, THE “RELEASORS”), DOES VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE EACHLENDER, EACH EXITING LENDER AND ADMINISTRATIVE AGENT AND THEIR RESPECTIVE PREDECESSORS, OFFICERS,DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (EACH, A “RELEASED PARTY”) FROM ALL POSSIBLECLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, ORCONDITIONAL, AT LAW OR IN EQUITY, ARISING ON OR BEFORE THE DATE THIS SECOND AMENDMENT IS EXECUTED,WHICH BORROWER OR ANY LOAN PARTY MAY NOW HAVE AGAINST ANY RELEASED PARTY, IF ANY, AND IRRESPECTIVEOF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OROTHERWISE, AND ARISING FROM ANY “OBLIGATIONS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR,CHARGING, TAKING, RESERVING, COLLECTING OR**
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**RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTSAND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTIONOF THIS SECOND AMENDMENT.**     6. REFERENCE TO THE CREDIT AGREEMENT.     (a) Upon and during the effectiveness of this Second Amendment, each reference in the CreditAgreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a referenceto the Credit Agreement, as affected by this Second Amendment.     (b) Except as expressly set forth herein, this Second Amendment shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of theAdministrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents,and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations,covenants, or agreements contained in the Credit Agreement or the other Loan Documents, all ofwhich are hereby ratified and affirmed in all respects and shall continue in full force and effect.     7. COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expensesof the Administrative Agent in connection with the preparation, reproduction, execution anddelivery of this Second Amendment and the other instruments and documents to be deliveredhereunder.     8. EXECUTION IN COUNTERPARTS. This Second Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which when taken together shallconstitute but one and the same instrument. For purposes of this Second Amendment, a counterparthereof (or signature page thereto) signed and transmitted by any Person party hereto to theAdministrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to betreated as an original. The signature of such Person thereon, for purposes hereof, is to beconsidered as an original signature, and the counterpart (or signature page thereto) so transmittedis to be considered to have the same binding effect as an original signature on an originaldocument.     9. GOVERNING LAW; BINDING EFFECT. This Second Amendment shall be governed by andconstrued in accordance with the laws of the State of Texas (without giving effect to conflict oflaws) and the United States of America, and shall be binding upon the Borrower and each Lender andtheir respective successors and assigns.     10. HEADINGS. Section headings in this Second Amendment are included herein forconvenience of reference only and shall not constitute a part of this Second Amendment for anyother purpose.     11. **ENTIRE AGREEMENT****. THE CREDIT AGREEMENT, AS AMENDED BY THIS SECOND AMENDMENT, ANDTHE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTERTHEREIN AND HEREIN AND MAY NOT BE CONTRADICTED**
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**BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.**
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     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the datefirst above written.         DYNAMEX INC.         By:             Name:             Title:                  DYNAMEX OPERATIONS EAST, INC.  DYNAMEX OPERATIONS WEST, INC.  ROAD RUNNER TRANSPORTATION, INC.  NEW YORK DOCUMENTEXCHANGE CORPORATION  DYNAMEX DEDICATED FLEETSERVICES, INC.  DYNAMEX CANADA HOLDINGS, INC.  DYNAMEX PROVINCIAL COURIERS, INC.         By:             Name:             Title:                  ADMINISTRATIVEAGENT:            BANK OF AMERICA, N.A.,  as Administrative Agent         By:             Name:             Title:         
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         LENDER:            BANK OF AMERICA, N.A.       COMMITMENT: $20,000,000        By:             Name:             Title:         
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