**EXHIBIT 10.1**

 

FIRST AMENDMENT TO CREDITAGREEMENT

 

THIS FIRST AMENDMENT TO CREDIT AGREEMENT(this “First Amendment”), dated as of April 22, 2005, by and amongthe 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., aDelaware corporation, ROAD RUNNER TRANSPORTATION, INC., a Minnesotacorporation, NEW YORK DOCUMENT EXCHANGE CORPORATION, a New York corporation,DYNAMEX DEDICATED FLEET SERVICES, INC., a Delaware corporation, DYNAMEX CANADAHOLDINGS, INC., a Delaware corporation, DYNAMEX PROVINCIAL COURIERS, INC., aDelaware 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(in such capacity, the “Administrative Agent”).

 

BACKGROUND

 

# The Borrower, the other LoanParties (as defined in the Credit Agreement defined below), the Lender and theAdministrative Agent are parties to that certain Credit Agreement, dated as of March 2,2004 (the “Credit Agreement”; the terms defined in the Credit Agreement and nototherwise defined herein shall be used herein as defined in the CreditAgreement).

# The Borrower has requestedcertain amendments to the Credit Agreement.

# The Borrower, the Lender andthe Administrative Agent hereby agree to amend the Credit Agreement, subject tothe terms and conditions set forth herein.

#  

NOW, THEREFORE, in consideration of thecovenants, conditions and agreements hereafter set forth, and for other goodand valuable consideration, the receipt and adequacy of which are all herebyacknowledged, the parties hereto covenant and agree as follows:

 

## **AMENDMENTS. **

##  

### **The definition of “Applicable Margin” set forth in Section 1.1of the Credit Agreement is hereby amended to read as follows:**

###  

“ApplicableMargin” means the following percentages per annum, based upon the ratio ofFunded Debt to EBITDA as set forth in the most recent Compliance Certificatereceived by the Administrative Agent pursuant to Section 8.1(c):

 
| **Pricing   Level** | ** ** | **Ratio of Funded Debt to  EBITDA**                               | ** ** | **Commitment  Fee** | ** ** | **Eurodollar Loans  Letters of Credit** | ** ** | **ABR  Loans** | ** ** |
|---------------------|------------|-------------------------------------------------------------------|------------|---------------------|------------|-----------------------------------------|------------|----------------|------------|
| 1                   |       | Less than 1.00 to 1.00                                            |       | 0.200               |       | 1.000                                   |       | 0.000          |       |
| 2                   |       | Greater than or equal to 1.00 to 1.00 but  less than 1.50 to 1.00 |       | 0.250               |       | 1.250                                   |       | 0.000          |       |
| 3                   |       | Greater than or equal to 1.50 to 1.00                             |       | 0.300               |       | 1.500                                   |       | 0.000          |       |

 

Any increaseor decrease in the Applicable Margin resulting from a change in the ratio ofFunded Debt to EBITDA shall become effective as of the first Business Day 

 

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immediately following the end of thecompliance period for which a Compliance Certificate is delivered pursuant to Section 8.1(c);provided, however, that if a Compliance Certificate is notdelivered when due in accordance with such Section, then Pricing Level 3shall apply as of the first Business Day after the date on which suchCompliance Certificate was required to be have been delivered.  The Applicable Margin from and after theFirst Amendment Effective Date through the date on which another Pricing Levelwould otherwise be in effect based on the Compliance Certificate of theBorrower shall be Pricing Level 1.

 

### **The definition of “Availability Period” set forth in Section 1.1of the Credit Agreement is hereby amended to read as follows:**

###  

“AvailabilityPeriod” means any Business Day from the date hereof to the earliest of (a) theMaturity Date, (b) the date of termination of the Commitments pursuant to Section 2.12,and (c) the date of termination of the Commitments pursuant to Section 11.2(b).

 

### **The definition of “Commitment” set forth in Section 1.1of the Credit Agreement is hereby amended to read as follows:**

###  

“Commitment”means, as to any Lender, the obligation of such Lender to make Loans and incuror participate in Letter of Credit Liabilities hereunder in an aggregateprincipal amount at any one time outstanding up to but not exceeding the amountset 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 thesame may be reduced or terminated pursuant to Section 2.12 or 11.2,and “Commitments” means such obligations of all Lenders.  As of the First Amendment Effective Date, theaggregate principal amount of the Commitment is $15,000,000.

 

### **The defined term “Maturity Date” set forth in Section 1.1of the Credit Agreement is hereby amended to read as follows:.**

###  

“MaturityDate” means November 30, 2008.

 

### **The definition of “Permitted Acquisition” set forth inSection 1.1 of the Credit Agreement is hereby amended to read asfollows:**

###  

“PermittedAcquisition” means any Future Acquisition that complies with each of thefollowing requirements:

 

(a)                                  suchFuture Acquisition consists of (i) an acquisition of assets in the UnitedStates 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 CapitalStock has been issued by an entity organized under the laws of a State of theU.S. or (iii) an acquisition of assets located in Canada or Capital Stockof a Person organized under the laws of Canada by any of the CanadianSubsidiaries;

 

2

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(b)                                 thebusiness, Properties or Person acquired in such Future Acquisition areconsistent with the requirements of Section 9.10;

 

(c)                                  bothbefore and after giving effect to such Future Acquisition and the Loansrequested to be made in connection therewith, no Default exists or will existand the Borrower shall have represented pro forma compliance with the financialcovenants contained in Article 10 of this Agreement for the mostrecent twelve-month period and as of the end of the most recent fiscal quarterafter giving effect to such Future Acquisition;

 

(d)                                 theLoan Parties shall not, as a result of or in connection with any such FutureAcquisition, assume or incur any contingent liabilities (whether relating toenvironmental, tax, litigation or other matters) that could reasonably beexpected to result in the existence or occurrence of a Material Adverse Effect;

 

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

 

(f)                                    suchFuture Acquisition shall have been approved by all requisite corporate (orother applicable entity) action (including, without limitation, shareholder orother owner action, if required) of the target entity or Acquired Entity (asapplicable) required by applicable law and shall not have been disapproved orrecommended for disapproval by the board of directors or analogous governingbody of such target entity or Acquired Entity (as applicable).

 

### **The defined term “First Amendment” is hereby added to Section 1.1of the Credit Agreement in proper alphabetical order to read as follows:**

###  

“FirstAmendment” means that certain First Amendment to Credit Agreement, dated asof April 22, 2005, among the Borrower, the Lender and the AdministrativeAgent.

 

### **The defined term “First Amendment Effective Date” ishereby added to Section 1.1 of the Credit Agreement in properalphabetical order to read as follows:**

###  

“FirstAmendment Effective Date” means the date that all of the conditions toeffectiveness set forth in Section 3 of the First Amendment have beensatisfied.

 

### **Clause (i) of Section 9.5 of the CreditAgreement is hereby amended to read as follows:**

###  

(i)                                     Investmentsby the Borrower or its Subsidiary in companies whose Capital Stock or assetsare proposed to be purchased or acquired by the Borrower or such Subsidiary inaccordance with clause (ii) of Section 9.3; and

 

3

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### **Section 10.4****of the Credit Agreement ishereby amended to read as follows:**

 

**[IntentionallyOmitted.]**

 

4

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### **Exhibit G****, the Form ofCompliance Certificate, is hereby amended to be in the form of Exhibit Ghereto.**

 

## **REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OFDEFAULT.  By its execution and deliveryhereof, the Borrower represents and warrants that, as of the date hereof, aftertaking into account the effectiveness of this First Amendment:**

##  

### **the representations and warranties contained in the CreditAgreement and the other Loan Documents are true and correct on and as of thedate hereof as made on and as of such date;**

###  

### **no event has occurred and is continuing which constitutes aDefault or an Event of Default;**

###  

### **(i) the Borrower has full power and authority to executeand deliver this First Amendment, the replacement Revolving Loan Note for theLender (the “Replacement Revolving Loan Note”), (ii) this FirstAmendment and the Replacement Note have been duly executed and delivered by theBorrower, and (iii) this First Amendment and the Replacement Note and theCredit Agreement, as amended hereby, constitute the legal, valid and bindingobligations of the Borrower, enforceable in accordance with their respectiveterms, except as enforceability may be limited by applicable debtor relief lawsand by general principles of equity (regardless of whether enforcement issought in a proceeding in equity or at law) and except as rights to indemnitymay be limited by federal or state securities laws;**

###  

### **neither the execution, delivery and performance of this FirstAmendment, the Replacement Note or the Credit Agreement, as amended hereby, northe consummation of any transactions contemplated herein or therein, willconflict with any Law or organizational documents of the Borrower, or anyindenture, agreement or other instrument to which the Borrower or any of itsproperty is subject; and**

###  

### **no authorization, approval, consent, or other action by,notice to, or filing with, any governmental authority or other Person notpreviously obtained is required for the execution, delivery or performance bythe Borrower of this First Amendment or the Replacement Note.**

###  

## **CONDITIONS OF EFFECTIVENESS.  This First Amendment shall be effective uponsatisfaction of the following conditions:**

##  

### **the representations and warranties set forth in Section 2of this First Amendment shall be true and correct;**

###  

### **the Administrative Agent shall have received counterparts ofthis First Amendment executed by the Lenders;**

 

5

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### **the Administrative Agent shall have received counterparts ofthis First Amendment executed by the Borrower and acknowledged by each LoanParty;**

###  

### **the Administrative Agent shall have received duly executedReplacement Note for the Lender; and**

###  

### **the Administrative Agent shall have received in form andsubstance satisfactory to the Administrative Agent, such other documents,certificates and instruments as the Lenders shall require.**

###  

## **LOAN PARTY’S ACKNOWLEDGMENT.  By signing below, each Loan Party (i) acknowledges,consents and agrees to the execution, delivery and performance by the Borrowerof this First Amendment, (ii) acknowledges and agrees that its obligationsin respect of the Loan Documents to which it is a party are not released, diminished,waived, modified, impaired or affected in any manner by this First Amendment,or any of the provisions contemplated herein, (iii) ratifies and confirmsits obligations under the Loan Documents to which it is a party, and (iv) acknowledgesand agrees that it has no claim or offsets against, or defenses orcounterclaims to, its obligations under the Loan Documents to which it is aparty.**

##  

## RELEASE.** **IN CONSIDERATION OF THE LENDER’SEXECUTION OF THIS FIRST AMENDMENT, EACH OF THE LOAN PARTIES, IN EACH CASE ONBEHALF OF ITSELF AND EACH OF THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASORS”),DOES VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE EACH LENDER, EACHEXITING LENDER 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 ORUNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, ATLAW OR IN EQUITY, ARISING ON OR BEFORE THE DATE THIS FIRST AMENDMENT ISEXECUTED, WHICH BORROWER OR ANY LOAN PARTY MAY NOW HAVE AGAINST ANYRELEASED PARTY, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUTOF 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 THEHIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDERTHE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTIONOF THIS FIRST AMENDMENT.

 

## **REFERENCE TO THE CREDIT AGREEMENT.**

##  

### **Upon and during the effectiveness of this FirstAmendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,or words of like import shall mean and be a reference to the Credit Agreement,as affected by this First Amendment.**

###  

### **Except as expressly set forth herein, this FirstAmendment shall not by implication or otherwise limit, impair, constitute awaiver of, or otherwise affect the rights or remedies of the AdministrativeAgent or the Lenders under the Credit Agreement or any of the other LoanDocuments, and shall not alter, modify, amend, or in any way affect the terms,conditions, obligations, covenants, or agreements contained in the CreditAgreement or the other Loan Documents, all of which are hereby ratified andaffirmed in all respects and shall continue in full force and effect.**

 

6

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## **COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expenses of theAdministrative Agent in connection with the preparation, reproduction,execution and delivery of this First Amendment and the other instruments anddocuments to be delivered hereunder.**

##  

## **EXECUTION IN COUNTERPARTS.  This First Amendment may be executed in anynumber of counterparts and by different parties hereto in separatecounterparts, each of which when so executed and delivered shall be deemed tobe an original and all of which when taken together shall constitute but oneand the same instrument.  For purposes ofthis First Amendment, a counterpart hereof (or signature page thereto)signed and transmitted by any Person party hereto to the Administrative Agent(or its counsel) by facsimile machine, telecopier or electronic mail is to betreated as an original.  The signature ofsuch Person thereon, for purposes hereof, is to be considered as an originalsignature, and the counterpart (or signature page thereto) so transmittedis to be considered to have the same binding effect as an original signature onan original document.**

##  

## **GOVERNING LAW; BINDING EFFECT.  This First Amendment shall be governed by andconstrued in accordance with the laws of the State of Texas (without givingeffect to conflict of laws) and the United States of America, and shall bebinding upon the Borrower and each Lender and their respective successors andassigns.**

##  

## **HEADINGS.  Section headingsin this First Amendment are included herein for convenience of reference onlyand shall not constitute a part of this First Amendment for any other purpose.**

##  

## ENTIRE AGREEMENT.  THE CREDITAGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, AND THE OTHER LOAN DOCUMENTSREPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTERTHEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

 

REMAINDER OF PAGE LEFT INTENTIONALLYBLANK

 

7

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IN WITNESS WHEREOF, the parties hereto haveexecuted this First Amendment as of the date first above written.

 
|   | DYNAMEX INC.                             |                        |
|--------|------------------------------------------|-----------------------------|
|   |                                     |                        |   |
|   |                                     |                        |   |
|   | By:                                      |  /s/ Ray Schmitz       |
|   |                                     |  Name:                 |  Ray Schmitz |
|   |                                     |  Title:                |  VP - CFO |
|   |                                     |                        |   |
|   |                                     |                        |   |
|   | 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:                                      |  /s/ Ray Schmitz       |
|   |                                     |  Name:                 |  Ray Schmitz |
|   |                                     |  Title:                |  VP - CFO |
|   |                                     |                        |   |
|   | ADMINISTRATIVE AGENT:                    |
|   |                                     |                        |   |
|   | BANK OF AMERICA, N.A.,                   |
|   | as Administrative Agent                  |
|   |                                     |                        |   |
|   |                                     |                        |   |
|   | By:                                      |  /s/ Michael F. Murray |
|   |                                     |  Name:                 |  Michael F. Murray |
|   |                                     |  Title:                |  Vice President |
|        |                                          |                             |  |  |  |

 

8

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|        | LENDER:               |                        |
|-------------|-----------------------|-----------------------------|
|        |                  |                        |   |
|        | BANK OF AMERICA, N.A. |
| COMMITMENT: | $15,000,000           |                        |
|        |                  |                        |   |
|        | By:                   |  /s/ Michael F. Murray |
|        |                  |  Name:                 |  Michael F. Murray |
|        |                  |  Title:                |  Vice President |
|             |                       |                             |  |  |  |

 

9

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EXHIBIT G

 

FORM OF COMPLIANCECERTIFICATE

 

----

 

COMPLIANCECERTIFICATE

 

FOR              ENDED                        ,200   (THE “SUBJECT PERIOD”)

 

 

Date:                        ,200  

 

Bank of America, N.A., as Administrative Agent901 Main Street, 7th FloorDallas, Texas 75202Attention: Dallas Commercial Banking

 

Re:                               DynamexInc.

 

Reference is made to that certain CreditAgreement dated as of March 2, 2004 (as the same maybe amended and ineffect from time to time, the “Credit Agreement”), among Dynamex Inc.(the “Borrower”) and certain of its Subsidiaries, the lenders namedtherein (the “Lenders”) and Bank of America, N.A., as AdministrativeAgent for the Lenders (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and nototherwise defined herein shall have the meanings assigned to such terms in theCredit Agreement.

 

The undersigned hereby certifies to theAdministrative Agent and the Lenders that, on the date of this Certificate, (a) Iam a Responsible Officer of the Borrower and each of its Subsidiaries, (b) thefinancial statements of the Borrower and its Subsidiaries attached to thisCertificate were prepared in accordance with GAAP and present fairly theconsolidated and (where applicable) consolidating financial condition andresults of operations of the Borrower and its Subsidiaries as of the end of andfor the Subject Period, (c) a review of the activities of each of theBorrower and its Subsidiaries during the Subject Period has been made under mysupervision with a view to determining whether, during the Subject Period, eachof the Borrower and its Subsidiaries have kept, observed, performed andfulfilled all of its covenants, agreements and other obligations under the LoanDocuments, (d) during the Subject Period, each of the Borrower and itsSubsidiaries has kept, observed, performed and fulfilled each and everycovenant, agreement and other obligation under the Loan Documents (except forthe deviations, if any, set forth on a schedule annexed to thisCertificate) and no Default or Event of Default has occurred during the SubjectPeriod or otherwise has occurred or exists which has not been cured or waived(except the Default or Event of Default, if any, described on the schedule annexedto this Certificate), and (e) the status of compliance by each of theBorrower and its Subsidiaries with certain covenants contained in the CreditAgreement for the Subject Period is as set forth below:

 

E-1

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| ** **                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | **In Compliance for  the Subject Period  (Please Indicate)** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------|
| 1) Financial Statements and Reports (Section 8.1)                                                                                                                                                                                                                                                                                                                                           |       |                                                         |   |   |
| (a)           Provide  annual audited fiscal year end consolidated (with unaudited consolidating  schedules attached) financial statements within 90 days of each fiscal year  end, as required by Section 8.1(a) of the Credit Agreement.                                                                                           |       | Yes                                                          |   | No |
| (b)           Provide  quarterly unaudited consolidated financial statements within 45 days of each  fiscal quarter end (for first, second and third fiscal quarters only), as  required by Section 8.1(b) of the Credit Agreement.                                                                                                  |       | Yes                                                          |   | No |
| (c)           Provide  Compliance Certificate concurrently with the delivery of the annual and  quarterly financial statements referred to in clauses (a) and (b) of  Section 8.1 of the Credit Agreement, as required by Section 8.1(c) of  the Credit Agreement.                                                    |       | Yes                                                          |   | No |
| (d)           Provide  fiscal year budget before the beginning of each fiscal year, as required by Section 8.1(d) of  the Credit Agreement.                                                                                                                                                                                          |       | Yes                                                          |   | No |
| (e)           Concurrently  with the delivery of the annual and quarterly financial statements referred  to in clauses (a) and (b) of Section 8.1  of the Credit Agreement, provide certificate setting forth certain  information regarding the Collateral, as required bySection 8.1(l)(i) of the Credit Agreement. |       | Yes                                                          |   | No |
| (f)            Provide  a report summarizing all material insurance coverage within 60 days prior to  each fiscal year end, as required by Section 8.1(n) of the Credit  Agreement.                                                                                                                                                  |       | Yes                                                          |   | No |
| (g)           Provide  other reports and information (including, without limitation, management  letters, information regarding litigation and Defaults) required by Section 8.1  as and when required.                                                                                                                                   |       | Yes                                                          |   | No |
| 2)             Debt  Covenant (Section 9.1)  None, except for Debt permitted by Section 9.1. Specify amount of  Debt for borrowed money incurred during the Subject Period:  $                                         |       | Yes                                                          |   | No |
| 3)             Liens  Covenant (Section 9.2)  None, except for Liens permitted by Section 9.2.                                                                                                                                                                                                                             |       | Yes                                                          |   | No |
| 4)             Mergers,  Etc. Covenant (Section 9.3)  None, except as permitted by Section 9.3. Disclose on an attached  schedule mergers, dissolutions, liquidations and acquisitions  consummated during the Subject Period.                                                                                        |       | Yes                                                          |   | No |

 

E-2

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| ** **                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **In Compliance for  the Subject Period  (Please Indicate)**                                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------|
| 5)             Restricted  Payments Covenant (Section 9.4)  None, except as permitted by Section 9.4. Specify amount of any  dividends paid by the Borrower or any payments of principal of Subordinated  Debt paid during the Subject Period:  $                . |       | Yes                                                                                                                      |   | No |
| 6)             Investments  Covenant (Section 9.5)  None, except as permitted by Section 9.5.                                                                                                                                                                                                                                                      |       | Yes                                                                                                                      |   | No |
| 7)             Limitation  on Issuance of Capital Stock of Subsidiaries (Section 9.6)  None, except as permitted by Section 9.6. Disclose on an attached  schedule any Capital Stock of Subsidiaries issued during the Subject  Period.                                                                                                       |       | Yes                                                                                                                      |   | No |
| 8)             Transactions  with Affiliates (Section 9.7)  None, except as permitted by Section 9.7.                                                                                                                                                                                                                                              |       | Yes                                                                                                                      |   | No |
| 9)             Disposition  of Property (Section 9.8)  None, except as permitted by Section 9.8.                                                                                                                                                                                                                                                   |       | Yes                                                                                                                      |   | No |
| 10)           Sale  and Leaseback (Section 9.9)  None permitted.                                                                                                                                                                                                                                                                                                  |       | Yes                                                                                                                      |   | No |
| 11)           Lines  of Business (Section 9.10)  No changes except as permitted by Section 9.10.                                                                                                                                                                                                                                                             |       | Yes                                                                                                                      |   | No |
| 12)           Environmental  Protection Covenant (Section 9.11).  The Loan Parties do not conduct their operations outside the limits set forth  in Section 9.11 of the Credit Agreement.                                                                                                                                                                    |       | Yes                                                                                                                      |   | No |
| 13)           Intercompany  Transactions Covenant (Section 9.12).  None except as permitted by Section 9.12 of the Credit Agreement.                                                                                                                                                                                                                         |       | Yes                                                                                                                      |   | No |
| 14)           Modification  of Other Agreements (Section 9.13)  None, except as permitted by Section 9.13.                                                                                                                                                                                                                                                   |       | Yes                                                                                                                      |   | No |
| 15)           Deposit  Accounts (Section 9.14)  None to be created or maintained except as permitted by Section 9.14.  Disclose on an attached schedule any new deposit accounts opened during  the Subject Period.                                                                                                                                     |       | Yes                                                                                                                      |   | No |
| 16)           ERISA  and Canadian Plans (Section 9.15).  Do not fail to maintain Plans as required in Section 9.15 of the  Credit Agreement.                                                                                                                                                                                                                 |       | Yes                                                                                                                      |   | No |
| 17)           Activities  of Certain Canadian Subsidiaries (Section 9.16).  None as to Restricted Subsidiaries except as permitted by Section 9.16  of the Credit Agreement.                                                                                                                                                                                 |       | Yes                                                                                                                      |   | No |
| 18)           Maximum  Ratio of Funded Debt to EBITDA (Section 10.1)  Must be equal to or less than 2.00 to 1.00                                                                                                                                                                                                                                                  |       |                                                                                                                     |   |   |
| (a)           Funded  Debt:                                                                                                                                                                                                                                                                                                                                            | $          |                      |   |   |   |   |
| (b)           EBITDA:                                                                                                                                                                                                                                                                                                                                                  | $          |                      |   |   |   |   |

 

E-3

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| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** **                                                                        | **In Compliance for  the Subject Period  (Please Indicate)**                         |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|--------------------------------------------------------------------------------------|
| (c)           Ratio:                                                                                                                                                                                                                                                                                                                                                                                                                                    |               to 1.00 |                                                                                 | Yes |   | No |
| 19)           Minimum  Net Worth (Section 10.2)  Must be equal to or greater than the sum of (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. |                                                                              | Yes                                                                                  |   | No |
| 20)           Fixed  Charge Coverage Ratio (Section 10.3)  Must be equal to or greater than: 1.50 to 1.00                                                                                                                                                                                                                                                                                                                                          |                                                                              |                                                                                 |   |   |
| (a)           (i)            Net  Income:                                                                                                                                                                                                                                                                                                                                                        | $                                                                                 |                |   |   |   |   |
| (ii)           plus  Interest Expense                                                                                                                                                                                                                                                                                                                                                                                                                   | $                                                                                 |                |   |   |   |   |
| (iii)          plus  income and franchise taxes                                                                                                                                                                                                                                                                                                                                                                                                              | $                                                                                 |                |   |   |   |   |
| (iv)          plus  depreciation and amortization expense and other non-cash items                                                                                                                                                                                                                                                                                                                                                                           | $                                                                                 |                |   |   |   |   |
| (v)           minus  non-cash income                                                                                                                                                                                                                                                                                                                                                                                                                    | $                                                                                 |                |   |   |   |   |
| (vi)          plus  Lease Expense                                                                                                                                                                                                                                                                                                                                                                                                                            | $                                                                                 |                |   |   |   |   |
| (vii)         minus  Capital Expenditures                                                                                                                                                                                                                                                                                                                                                                                                                         | $                                                                                 |                |   |   |   |   |
| (viii)        minus  Dividends                                                                                                                                                                                                                                                                                                                                                                                                                                         | $                                                                                 |                |   |   |   |   |
| (ix)           minus  Treasury Stock Purchases                                                                                                                                                                                                                                                                                                                                                                                                          | $                                                                                 |                |   |   |   |   |
| (x)            Total:                                                                                                                                                                                                                                                                                                                                                                                                                              | $                                                                                 |                |   |   |   |   |
| (b)           Fixed  Charges:                                                                                                                                                                                                                                                                                                                                                                                                                           | $                                                                                 |                |   |   |   |   |
| (c)           Ratio:                                                                                                                                                                                                                                                                                                                                                                                                                                    |               to 1.00 |                                                                                 | Yes |   | No |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                   |                                                                                      |  |  |  |  |  |

 

E-4

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|   | DYNAMEX INC. |
|--------|--------------|
|   |         |
|   |         |
|   | By:          |   |   |
|   |         |   |   |
|   | Name:        |   |   |
|   |         |   |   |
|   | Title:       |   |   |

 

E-5

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**[Schedulesto be attached if applicable.]**

 

E-6

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