**Exhibit 10.14.2**THIRD AMENDMENT TO CREDIT AGREEMENT     THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as ofDecember ___, 2005 (but effective as of October 31, 2005), by and among the lenders listed on thesignature pages hereof as Lenders (the “Lenders”), DYNAMEX INC., a Delaware corporation(the “Borrower”), DYNAMEX OPERATIONS EAST, INC., a Delaware corporation, DYNAMEX OPERATIONSWEST, INC., a Delaware corporation, ROAD RUNNER TRANSPORTATION, INC., a Minnesota corporation, NEWYORK DOCUMENT EXCHANGE CORPORATION, a New York corporation, DYNAMEX DEDICATED FLEET SERVICES, INC.,a Delaware corporation, DYNAMEX CANADA HOLDINGS, INC., a Delaware corporation, DYNAMEX PROVINCIALCOURIERS, 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, and that certain Second Amendment to Credit Agreement, dated as of November 10, 2005(said Credit Agreement, as amended, the “Credit Agreement”; the terms defined in the CreditAgreement and not otherwise defined herein shall be used herein as defined in the CreditAgreement).     B. The Borrower has requested certain amendments 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 “Fixed Charge Coverage Ratio” set forth in Section 1.1of the Credit Agreement is hereby amended to read as follows:     “Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) the sumof the following (without duplication) for the Borrower and its Subsidiaries for such perioddetermined on a consolidated basis in accordance with GAAP: (i) Net Income, plus(ii) Interest Expense, plus (iii) income and franchise taxes to the extent deductedin determining Net Income, plus (iv) depreciation and amortization expense and othernon-cash items to the extent deducted in determining Net Income, minus (v) non-cashincome to the extent included in determining Net Income, plus (vi) Lease Expense,minus
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(vii)Capital Expenditures, minus (viii) Dividends to (b) the Fixed Charges of theBorrower and its Subsidiaries for such period.     (b) Section 9.4 of the Credit Agreement is hereby amended by amending clause(g) thereof to read as follows:     (g) the Borrower may make Treasury Stock Purchases not to exceed $25,000,000 inaggregate amount during the term of this Agreement,     (c) Exhibit G, the Form of Compliance Certificate, is hereby amended to be in the formof Exhibit G hereto.     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 Third 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 Third Amendment,(ii) this Third Amendment has been duly executed and delivered by the Borrower, and (iii) thisThird Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid andbinding obligations of the Borrower, enforceable in accordance with their respective terms, exceptas enforceability may be limited by applicable debtor relief laws and by general principles ofequity (regardless of whether enforcement is sought in a proceeding in equity or at law) and exceptas rights to indemnity may be limited by federal or state securities laws;     (d) neither the execution, delivery and performance of this Third Amendment or the CreditAgreement, as amended hereby, nor the consummation of any transactions contemplated herein ortherein, will violate any Law or conflict with any organizational documents of the Borrower, or anyindenture, agreement or other instrument to which the Borrower or any of its property is subject;and     (e) no authorization, approval, consent, or other action by, notice to, or filing with, anygovernmental authority or other Person (including the Board of Directors of the Borrower) notpreviously obtained is required for the execution, delivery or performance by the Borrower of thisThird Amendment.     3. CONDITIONS OF EFFECTIVENESS. This Third Amendment shall be effective as of October31, 2005, upon satisfaction of the following conditions:     (a) the representations and warranties set forth in Section 2 of this Third Amendment shall betrue and correct;
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     (b) the Administrative Agent shall have received counterparts of this Third Amendment executedby the Lenders;     (c) the Administrative Agent shall have received counterparts of this Third Amendment executedby the Borrower and acknowledged by each Loan Party; and     (d) 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 ThirdAmendment, (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 Third Amendment, or any of the provisions contemplated herein, (iii) ratifies andconfirms its obligations under the Loan Documents to which it is a party, and (iv) acknowledges andagrees that it has no claim or offsets against, or defenses or counterclaims to, its obligationsunder the Loan Documents to which it is a party.     5. **RELEASE****. IN CONSIDERATION OF THE LENDER’S EXECUTION OF THIS THIRD 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 THIRD 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 RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATEAPPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOANDOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS THIRD AMENDMENT.**     6. REFERENCE TO THE CREDIT AGREEMENT.     (a) Upon and during the effectiveness of this Third 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 Third Amendment.
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     (b) Except as expressly set forth herein, this Third 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 Third Amendment and the other instruments and documents to be delivered hereunder.     8. EXECUTION IN COUNTERPARTS. This Third 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 Third 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 Third 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 Third Amendment are included herein forconvenience of reference only and shall not constitute a part of this Third Amendment for any otherpurpose.     11. **ENTIRE AGREEMENT****. THE CREDIT AGREEMENT, AS AMENDED BY THIS THIRD AMENDMENT, ANDTHE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTERTHEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENTORAL AGREEMENTS BETWEEN THE PARTIES.**
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     IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the date firstabove written.         DYNAMEX INC.         By:                  Name:                  Title:                  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.  DYNAMEX PROVINCIAL COURIERS, INC.         By:                  Name:                  Title:                  ADMINISTRATIVE AGENT:         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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EXHIBIT GFORM OF COMPLIANCE CERTIFICATEEXHIBIT G — FORM OF COMPLIANCE CERTIFICATE — COVER PAGE
 

 
COMPLIANCE CERTIFICATEFOR                      ENDED                                         , 200____ (THE “SUBJECT PERIOD”)Date: ____________, 200_Bank of America, N.A., as Administrative Agent