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     (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 EighthAmendment, (ii) this Eighth Amendment has been duly executed and delivered by the Borrower, and(iii) this Eighth Amendment and the Credit Agreement, as amended hereby, constitute the legal,valid and binding obligations of the Borrower, enforceable in accordance with their respectiveterms, except as enforceability may be limited by applicable debtor relief laws and by generalprinciples of equity (regardless of whether enforcement is sought in a proceeding in equity or atlaw) and except as rights to indemnity may be limited by federal or state securities laws;     (d) neither the execution, delivery and performance of this Eighth 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 thisEighth Amendment.     3. CONDITIONS OF EFFECTIVENESS. This Eighth Amendment shall be effective as ofJanuary 26, 2009, upon satisfaction of the following conditions:     (a) the representations and warranties set forth in Section 2 of this Eighth Amendment shallbe true and correct;     (b) the Administrative Agent shall have received counterparts of this Eighth Amendmentexecuted by the Lender;     (c) the Administrative Agent shall have received counterparts of this Eighth Amendmentexecuted by the Borrower and acknowledged by each other 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 (a) acknowledges,consents and agrees to the execution, delivery and performance by the Borrower of this EighthAmendment, (b) 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 Eighth Amendment, or any of the provisions
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contemplated herein, (c) ratifies and confirms its obligations under the Loan Documents towhich it is a party, and (d) acknowledges and agrees that it has no claim or offsets against, ordefenses or counterclaims to, its obligations under the Loan Documents to which it is a party.     5. **RELEASE****. IN CONSIDERATION OF THE LENDER’S EXECUTION OF THIS EIGHTH 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 THELENDER, AND ADMINISTRATIVE AGENT AND THEIR RESPECTIVE PREDECESSORS, OFFICERS, DIRECTORS, EMPLOYEES,AGENTS, SUCCESSORS AND ASSIGNS (EACH, A “RELEASED PARTY”) FROM ALL POSSIBLE CLAIMS, DEMANDS,ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAWOR IN EQUITY, ARISING ON OR BEFORE THE DATE THIS EIGHTH AMENDMENT IS EXECUTED, WHICH BORROWER ORANY LOAN PARTY MAY NOW HAVE AGAINST ANY RELEASED PARTY, IF ANY, AND IRRESPECTIVE OF WHETHER ANYSUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISINGFROM ANY “OBLIGATIONS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THEEXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, ANDNEGOTIATION FOR AND EXECUTION OF THIS EIGHTH AMENDMENT.**     6. REFERENCE TO THE CREDIT AGREEMENT.     (a) Upon and during the effectiveness of this Eighth 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 Eighth Amendment.     (b) Except as expressly set forth herein, this Eighth Amendment shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of theAdministrative Agent or the Lender under the Credit Agreement or any of the other Loan Documents,and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations,covenants, or agreements contained in the Credit Agreement or the other Loan Documents, all ofwhich are hereby ratified and affirmed in all respects and shall continue in full force and effect.     7. COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expensesof the Administrative Agent in connection with the preparation, reproduction, execution anddelivery of this Eighth Amendment and the other instruments and documents to be deliveredhereunder.
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     8. EXECUTION IN COUNTERPARTS. This Eighth 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 Eighth 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 Eighth 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 Eighth Amendment are included herein forconvenience of reference only and shall not constitute a part of this Eighth Amendment for anyother purpose.     11. **ENTIRE AGREEMENT****. THE CREDIT AGREEMENT, AS AMENDED BY THIS EIGHTH 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 Eighth Amendment as of the datefirst above written.         DYNAMEX INC.         By: /s/ RAY E. SCHMITZ       Ray E. Schmitz      Vice President           DYNAMEX OPERATIONS EAST, INC.  DYNAMEX OPERATIONS WEST, INC.  DYNAMEX CANADA HOLDINGS, INC.  DYNAMEX PROVINCIAL COURIERS, INC.  DYNAMEX FRANCHISE HOLDINGS, INC.  DYNAMEX DOMESTIC FRANCHISING, INC.  DYNAMEX FLEET SERVICES, INC.         By: /s/ RAY E. SCHMITZ       Ray E. Schmitz      Vice President           ADMINISTRATIVE AGENT:           BANK OF AMERICA, N.A.,    as Administrative Agent         By: /S/ JENNIFER YAN       Jennifer Yan      Vice President           LENDER:           BANK OF AMERICA, N.A.           By: /S/ JENNIFER YAN       Jennifer Yan      Vice President  Signature Page to Eighth Amendment