exv10w14



 





EXHIBIT 10.14




SIXTH AMENDMENT TO CREDIT AGREEMENT




     THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”), dated as of July
31, 2007, by and among the lender listed on the signature pages hereof as Lender (the
“Lender”), DYNAMEX INC., a Delaware corporation (the “Borrower”), DYNAMEX
OPERATIONS EAST, INC., a Delaware corporation, DYNAMEX OPERATIONS WEST, INC., a Delaware
corporation, DYNAMEX CANADA HOLDINGS, INC., a Delaware corporation, DYNAMEX PROVINCIAL COURIERS,
INC., a Delaware corporation, DYNAMEX FRANCHISE HOLDINGS, INC., a Delaware corporation, DYNAMEX
DOMESTIC FRANCHISING, INC., a Delaware corporation, DYNAMEX FLEET SERVICES, 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 (in such 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 of
March 2, 2004, as amended by that certain First Amendment to Credit Agreement, dated as of April
22, 2005, that certain Second Amendment to Credit Agreement, dated as of November 10, 2005, that
certain Third Amendment to Credit Agreement, dated as of December 23, 2005, that certain Fourth
Amendment to Credit Agreement, dated as of July 21, 2006, and that certain Fifth Amendment, dated
as of October 5, 2006 (said Credit Agreement, as amended, the “Credit Agreement”; the terms
defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in
the Credit Agreement).



     B. The Borrower has requested an amendment to the Credit Agreement.



     C. The Lender and the Administrative Agent hereby agree to such request, subject to the terms
and conditions set forth herein.



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



     1. AMENDMENT. 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 $20,000,000 in
aggregate amount during any fiscal year.



     2. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and
delivery hereof, the Borrower represents and warrants that, as of the date hereof, after giving
effect to the amendment provided for in Section 1 of this Sixth Amendment:



     (a) the representations and warranties contained in the Credit Agreement and the other Loan
Documents are true and correct on and as of the date hereof as made on and as of such date;



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     (b) no event has occurred and is continuing which constitutes a Default or an Event of
Default;



     (c) (i) the Borrower has full power and authority to execute and deliver this Sixth Amendment,
(ii) this Sixth Amendment has been duly executed and delivered by the Borrower, and (iii) this
Sixth Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and
binding obligations of the Borrower, enforceable in accordance with their respective terms, except
as enforceability may be limited by applicable debtor relief laws and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or 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 Sixth Amendment or the Credit
Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or
therein, will violate any Law or conflict with any organizational documents of the Borrower, or any
indenture, 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, any
governmental authority or other Person (including the Board of Directors of the Borrower) not
previously obtained is required for the execution, delivery or performance by the Borrower of this
Sixth Amendment.



     3. CONDITIONS OF EFFECTIVENESS. This Sixth Amendment shall be effective as of July
31, 2007, upon satisfaction of the following conditions:



     (a) the representations and warranties set forth in Section 2 of this Sixth Amendment shall be
true and correct;



     (b) the Administrative Agent shall have received counterparts of this Sixth Amendment executed
by the Lender;



     (c) the Administrative Agent shall have received counterparts of this Sixth Amendment executed
by the Borrower and acknowledged by each other Loan Party; and



     (d) the Administrative Agent shall have received in form and substance satisfactory to the
Administrative Agent, such other documents, certificates and instruments as the Lenders shall
require.



     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 Sixth
Amendment, (ii) acknowledges and agrees that its obligations in 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 Sixth Amendment, or any of the provisions contemplated herein, (iii) ratifies and
confirms its obligations under the Loan Documents to which it is a party, and (iv) acknowledges and
agrees that it has no claim or offsets against, or defenses 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 SIXTH AMENDMENT, EACH
OF 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 EACH
LENDER, EACH EXITING 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 OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ARISING ON OR BEFORE THE DATE THIS SIXTH AMENDMENT IS EXECUTED,
WHICH BORROWER OR ANY LOAN PARTY MAY NOW HAVE AGAINST ANY RELEASED PARTY, IF ANY, AND IRRESPECTIVE
OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR



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OTHERWISE, AND ARISING
FROM ANY “OBLIGATIONS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE
EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, AND
NEGOTIATION FOR AND EXECUTION OF THIS SIXTH AMENDMENT.



     6. REFERENCE TO THE CREDIT AGREEMENT.



     (a) Upon and during the effectiveness of this Sixth Amendment, 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 Sixth Amendment.



     (b) Except as expressly set forth herein, this Sixth Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of the
Administrative 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 of
which 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 expenses
of the Administrative Agent in connection with the preparation, reproduction, execution and
delivery of this Sixth Amendment and the other instruments and documents to be delivered hereunder.



     8. EXECUTION IN COUNTERPARTS. This Sixth Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which when taken together shall
constitute but one and the same instrument. For purposes of this Sixth 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 be
treated as an original. The signature of such Person thereon, for purposes hereof, is to be
considered as an original signature, and the counterpart (or signature page thereto) so transmitted
is to be considered to have the same binding effect as an original signature on an original
document.



     9. GOVERNING LAW; BINDING EFFECT. This Sixth Amendment shall be governed by and
construed in accordance with the laws of the State of Texas (without giving effect to conflict of
laws) and the United States of America, and shall be binding upon the Borrower and each Lender and
their respective successors and assigns.



     10. HEADINGS. Section headings in this Sixth Amendment are included herein for
convenience of reference only and shall not constitute a part of this Sixth Amendment for any other
purpose.



     11. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS SIXTH AMENDMENT, AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER
THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS BETWEEN THE PARTIES.








REMAINDER OF PAGE LEFT INTENTIONALLY BLANK








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     IN WITNESS WHEREOF, the parties hereto have executed this Sixth Amendment as of the date first
above written.



	 	 	 	 	 
	 	DYNAMEX INC.

 	 
	 	By:  	/S/ Ray Schmitz
 	 
	 	 	Name:  	Ray E. Schmitz 	 
	 	 	Title:  	Vice President — CFO 	 
	 
	 	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 Schmitz
 	 
	 	 	Name:  	Ray E. Schmitz 	 
	 	 	Title:  	Vice President — CFO 	 
	 
	 	ADMINISTRATIVE AGENT:



BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/S/ Michael F. Murray
 	 
	 	 	Name:  	Michael F. Murray 	 
	 	 	Title:  	SVP 	 
	 
	 	LENDER:



BANK OF AMERICA, N.A.,

 	 
	 	By:  	/S/ Michael F. Murray
 	 
	 	 	Name:  	Michael F. Murray 	 
	 	 	Title:  	SVP 	 
	 



EXHIBIT G




FORM OF COMPLIANCE CERTIFICATE




EXHIBIT
G — FORM OF COMPLIANCE CERTIFICATE — COVER PAGE  

 









 





COMPLIANCE CERTIFICATE




FOR                      ENDED                                         , 200     (THE “SUBJECT PERIOD”)




Date:                                         , 200    




Bank of America, N.A., as Administrative Agent

901 Main Street, 7th Floor

Dallas, Texas 75202

Attention: Dallas Commercial Banking





     Re:     Dynamex Inc.



     Reference is made to that certain Credit Agreement dated as of March 2, 2004 (as the same
maybe amended and in effect from time to time, the “Credit Agreement”), among Dynamex Inc.
(the “Borrower”) and certain of its Subsidiaries, the lenders named therein (the
“Lenders”) and Bank of America, N.A., as Administrative Agent for the Lenders (in such
capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit Agreement.



     The undersigned hereby certifies to the Administrative Agent and the Lenders that, on the date
of this Certificate, (a) I am a Responsible Officer of the Borrower and each of its Subsidiaries,
(b) the financial statements of the Borrower and its Subsidiaries attached to this Certificate were
prepared in accordance with GAAP and present fairly the consolidated and (where applicable)
consolidating financial condition and results of operations of the Borrower and its Subsidiaries as
of the end of and for the Subject Period, (c) a review of the activities of each of the Borrower
and its Subsidiaries during the Subject Period has been made under my supervision with a view to
determining whether, during the Subject Period, each of the Borrower and its Subsidiaries have
kept, observed, performed and fulfilled all of its covenants, agreements and other obligations
under the Loan Documents, (d) during the Subject Period, each of the Borrower and its Subsidiaries
has kept, observed, performed and fulfilled each and every covenant, agreement and other obligation
under the Loan Documents (except for the deviations, if any, set forth on a schedule annexed to
this Certificate) and no Default or Event of Default has occurred during the Subject Period 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 annexed to this Certificate), and (e) the status of
compliance by each of the Borrower and its Subsidiaries with certain covenants contained in the
Credit Agreement for the Subject Period is as set forth below:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	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





EXHIBIT G
— FORM OF COMPLIANCE CERTIFICATE — 1


 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	In Compliance for the
	 	 	 	 	 	 	 	 	 	 	Subject Period
	 	 	 	 	 	 	 	 	 	 	(Please Indicate)
	 	 	(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
by Section 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
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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 or any Treasury Stock Purchases made
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





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— FORM OF COMPLIANCE CERTIFICATE — 2


 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	In Compliance for the
	 	 	 	 	 	 	 	 	 	 	Subject Period
	 	 	 	 	 	 	 	 	 	 	(Please Indicate)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	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:	 	$__________	 	 	 	 
	 	 	(c)	 	Ratio:	 	______ to 1.00	 	Yes	 	No
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	19)	 	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)
	 	Total:
	 	$__________	 	 	 	 
	 	 	(b)	 	Fixed Charges:	 	$__________	 	 	 	 
	 	 	(c)	 	Ratio:	 	______ to 1.00	 	Yes 	 	No





EXHIBIT G
— FORM OF COMPLIANCE CERTIFICATE — 3  

 









 






	 	 	 	 	 
	 	DYNAMEX INC.

 	 
	 	By:  	 	 
	 	 	Name: 	 	 
	 	 	Title:  	 	 





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[Schedules to be attached if applicable.]




EXHIBIT G — FORM OF COMPLIANCE CERTIFICATE — 5