EXHIBIT 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as of
April 22, 2005, by and among the lenders listed on the signature pages hereof as
Lenders (the "Lenders"), DYNAMEX INC., a Delaware corporation (the "Borrower"),
DYNAMEX OPERATIONS EAST, INC., a Delaware corporation, DYNAMEX OPERATIONS WEST,
INC., a Delaware corporation, ROAD RUNNER TRANSPORTATION, INC., a Minnesota
corporation, NEW YORK DOCUMENT EXCHANGE CORPORATION, a New York corporation,
DYNAMEX DEDICATED FLEET SERVICES, INC., a Delaware corporation, 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 (in such capacity, the "Administrative Agent").
BACKGROUND
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 (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).
THE BORROWER HAS REQUESTED CERTAIN AMENDMENTS TO THE CREDIT AGREEMENT.
THE BORROWER, THE LENDER AND THE ADMINISTRATIVE AGENT HEREBY AGREE TO AMEND THE
CREDIT AGREEMENT, 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:
AMENDMENTS.
THE DEFINITION OF "APPLICABLE MARGIN" SET FORTH IN SECTION 1.1 OF THE CREDIT
AGREEMENT IS HEREBY AMENDED TO READ AS FOLLOWS:
"Applicable Margin" means the following percentages per annum, based upon the
ratio of Funded Debt to EBITDA as set forth in the most recent Compliance
Certificate received 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 increase or decrease in the Applicable Margin resulting from a change in the
ratio of Funded Debt to EBITDA shall become effective as of the first Business
Day
immediately following the end of the compliance period for which a Compliance
Certificate is delivered pursuant to Section 8.1(c); provided, however, that if
a Compliance Certificate is not delivered when due in accordance with such
Section, then Pricing Level 3 shall apply as of the first Business Day after the
date on which such Compliance Certificate was required to be have been
delivered.
The Applicable Margin from and after the First Amendment Effective
Date through the date on which another Pricing Level would otherwise be in
effect based on the Compliance Certificate of the Borrower shall be Pricing
Level