ex1099.htm


    Exhbit
10.9.9

     

     

    AMENDMENT NO. 5 TO CREDIT
AGREEMENT

     

    THIS AMENDING AGREEMENT is
made as of the  8th day of May, 2009,

     

    


    B
E T W E E N:

     

    JPMORGAN CHASE BANK, N.A.


     

    (hereinafter
referred to as the "Agent")

     

    -
and -

     

    THOSE
BANKS WHOSE NAMES APPEAR ON THE SIGNATURE PAGES HERETO

     

    (hereinafter
collectively referred to as the "Lenders")

     

    -
and -

     

    VITRAN
CORPORATION INC., VITRAN EXPRESS CANADA INC. AND VITRAN CORPORATION

     

    (hereinafter
collectively referred to as the "Borrowers")

     

    -
and -

     

    THE
GUARANTORS WHOSE NAMES APPEAR ON THE SIGNATURE PAGES HERETO

     

    (hereinafter
collectively referred to as the "Guarantors")

     

    WHEREAS the Agent, the Lenders
and the Borrowers entered into a Credit Agreement dated as of July 31, 2007 (the
"Original Credit
Agreement");

     

    AND WHEREAS the Agent, the
Lenders, the Borrowers and the Guarantors entered into Amendment No. 1 to Credit
Agreement dated as of January 21, 2008 (the "First
Amendment");

     

    AND WHEREAS the Agent, the
Lenders, the Borrowers and the Guarantors entered into Amendment No. 2 to Credit
Agreement dated as of April 10, 2008 (the "Second
Amendment");

     

    AND WHEREAS the Agent, the
Lenders, the Borrowers and the Guarantors entered into Amendment No. 3 to Credit
Agreement dated as of December 30, 2008 (the "Third
Amendment");

     

    AND WHEREAS the Agent, the
Lenders, the Borrowers and the Guarantors entered into Amendment No. 4 to Credit
Agreement dated as of March 6, 2009 (the "Fourth
Amendment") (the Original Credit Agreement as amended by the First
Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment is
hereinafter referred to as the "Credit
Agreement");

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    AND WHEREAS the Borrowers have
requested certain amendments to the Credit Agreement, and the Agent and the
Lenders have agreed to grant such amendments, subject to the terms and
conditions set out in this Agreement;

     

    NOW THEREFORE in consideration
of the premises and the agreements herein set out and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     

    ARTICLE
I

    INTERPRETATION

     

    
      	
              1.1

            	
              Definitions.

            


    

     

    Unless
otherwise defined herein, capitalized terms used in this amendment agreement
(this "Agreement"),
including in the recitals hereto, shall have the meanings ascribed to such terms
in the Credit Agreement.

     

    
      	
              1.2

            	
              References to Credit
      Agreement.

            


    

     

    Upon
execution of this Agreement, the Credit Agreement shall be deemed to have been
amended as of the Amendment Effective Date (as that term is defined in Article
IV hereof).  The terms "hereof", "herein", "this agreement" and
similar terms used in the Credit Agreement, shall mean and refer to, from and
after the Amendment Effective Date, the Credit Agreement as amended by this
Agreement.

     

    
      	
              1.3

            	
              Continued
      Effectiveness.

            


    

     

    Nothing
contained in this Agreement shall be deemed to be a waiver by the Agent or the
Lenders of compliance by the Borrowers and Guarantors of any covenant or
agreement contained in, or a waiver of any Default or Event of Default under,
the Credit Agreement or applicable Guarantee and each of the parties hereto
agree that the Credit Agreement as amended by this Agreement shall remain in
full force and effect.

     

    
      	
              1.4

            	
              Benefit of the
      Agreement.

            


    

     

    This
Agreement shall enure to the benefit of and be binding upon the Borrowers, the
Guarantors, the Agent and the Lenders and their respective successors and
permitted assigns.

     

    
      	
              1.5

            	
              Invalidity of any
      Provisions.

            


    

     

    Any
provision of this Agreement which is prohibited by the laws of any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of such
prohibition in such jurisdiction without invalidating the remaining terms and
provisions hereof and no such invalidity shall affect the obligation of the
Borrower to pay the Secured Obligations in full.

     

    
      	
              1.6

            	
              Captions and
      Heading.

            


    

     

    The
inclusion of headings preceding the text of the sections of this Agreement and
the headings following each Article in this Agreement are intended for
convenience of reference only and shall not affect in any way the construction
or interpretation thereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    ARTICLE
II

    AMENDMENTS AND
CONSENTS

     

    
      	
              2.1

            	
              Amendments.

            


    

     

    Subject
to satisfaction of the conditions precedent set forth in Article IV of this
Agreement, the Credit Agreement is hereby amended as follows:

     

    
      	
               
      

            	
              (a)

            	
              Section
      1.1 of the Credit Agreement is hereby amended by inserting the following
      definitions in proper alphabetical
sequence:

            


    

     

    
      	
               
      

            	
              (i)

            	
              "EDC Guarantee" means an
      Export Development Canada financial security guarantee in respect of one
      or more Letters of Credit, in form and substance satisfactory to the
      Agent;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              "EDC Guaranteed L/C"
      means a Letter of Credit, the payment of which is guaranteed by an EDC
      Guarantee;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              "Excluded Subsidiaries"
      means Vitran Hungary Zrt., Vitran Spain Holdings S.L. and Vitran Delaware
      LLC and "Excluded
      Subsidiary" means any one of
them;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      definition of "Funded
      Debt" in Section 1.1. of the Credit Agreement is hereby amended by
      inserting the sentence "For purposes of calculating the financial
      covenants in Sections 11.1(b), (c), (e) and (f) only, EDC Guaranteed L/Cs
      shall be excluded from the calculation of Funded Debt of the applicable
      Borrower." at the end of such
definition.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Section
      10.1(h) of the Credit Agreement is hereby amended by replacing the phrase
      "T.W. Express, Inc., 2022219 Ontario Inc., Vitran Hungary Zrt., Vitran
      Spain Holdings S.L." with the words "the Excluded
      Subsidiaries".

            


    

     

    
      	
               
      

            	
              (d)

            	
              Section
      11.1(r) of the Credit Agreement is hereby amended by inserting the phrase
      "(other than Excluded Subsidiaries)" after the words "after the date
      hereof" on the second line thereof.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Section
      11.2(e) of the Credit Agreement is hereby amended by replacing the words
      "Vitran Hungary Zrt. or Vitran Spain Holding S.L. (Spain)" with the words
      "any Excluded Subsidiary".

            


    

     

    
      	
               
      

            	
              (f)

            	
              Section
      14.21(b) of the Credit Agreement is hereby amended by (A) deleting the
      word "and" at the end of subparagraph (iii), (B) by renumbering
      subparagraph (iv) to be subparagraph (v), and (C) by inserting the
      following provision as a new subparagraph
(iv):

            


    

     

    
      	
               
      

            	
              "(iv)

            	
              fourthly,
      to the payment to Export Development Canada in respect of any payments
      made by it under any EDC Guarantee and any costs and expenses incurred by
      or on behalf of Export Development Canada in respect thereof;
      and".

            


    

     

    
      	
               
      

            	
              (g)

            	
              Section
      14.23(b) of the Credit Agreement is hereby amended by inserting the
      sentence "Notwithstanding the foregoing two sentences, in the event Export
      Development Canada makes a payment under any EDC Guarantee (such payments
      are hereinafter referred to as the "EDC Obligations"), (i)
      until such time as the EDC Obligations have been fully satisfied, the
      Security shall not terminate and the Agent shall not execute any
      discharges or releases in connection therewith, and (ii) each of the
      Borrowers (A) acknowledges that, at the request of Export Development
      Canada, the Agent shall assign to Export Development Canada the Agent's
      right, title and interest in and to the Security, and (B) hereby consents
      to such assignment." at the end of such
Section.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (h)

            	
              Schedule
      A to the Credit Agreement is hereby deleted in its entirety and replaced
      with Schedule
      A attached hereto.

            


    

     

    
      	
              2.2

            	
              Consent.

            


    

     

    Each
of the Borrowers and the Lenders hereby consents to (a) the terms of the Export
Development Canada financial security guarantee reference no. FSG-05-040486E-000
and financial security guarantee reference no. FSG-05-040487E-000 (collectively,
the "Current EDC
Guarantees") together with each other EDC Guarantee in substantially
similar form to the Current EDC Guarantees, (b) the Agent accepting Export
Development Canada's offers with respect thereto, and (c) the Agent providing
Export Development Canada with notice of any amendments made to the Credit
Agreement (which notice is required pursuant to the terms of a Current EDC
Guarantee).

     

    ARTICLE
III

    REPRESENTATIONS AND
WARRANTIES

     

    
      	
              3.1

            	
              Representations and
      Warranties.

            


    

     

    Each
of the Borrowers and the Guarantors hereby represents and warrants to the Agent
and each Lender as follows (which representations and warranties shall survive
the execution and delivery of this Agreement, acknowledging that the Agent and
the Lenders are relying thereon without independent inquiry in entering into
this Agreement):

     

    
      	
               
      

            	
              (a)

            	
              Status and
      Power.  Each Company is a corporation duly incorporated
      or amalgamated and organized and validly existing under the laws of its
      jurisdiction of incorporation or amalgamation.  Each Company is
      duly qualified, registered or licensed in all jurisdictions where such
      qualification, registration or licensing is required for such Company to
      carry on its business, except where failure to do so could not reasonably
      be expected to have a Material Adverse Effect.  Each Company has
      all requisite capacity, power and authority to own, hold under licence or
      lease its properties, to carry on its business and to otherwise enter
      into, and carry out the transactions contemplated by, the Loan Documents
      to which it is a party.  None of the Obligors is an "investment
      company" within the meaning of the Investment Company Act of 1940, as
      amended.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Authorization and Enforcement
      of Loan Documents.  All necessary action, corporate or
      otherwise, has been taken to authorize the execution, delivery and
      performance by each Obligor of this Agreement.  Each Obligor has
      duly executed and delivered this Agreement.  This Agreement
      constitutes a legal, valid and binding obligation of each Obligor,
      enforceable against each Obligor by the Agent and the Lenders in
      accordance with its terms, except to the extent that the enforceability
      thereof may be limited by (i) applicable bankruptcy, insolvency,
      moratorium, reorganization and other laws of general application limiting
      the enforcement of creditors' rights generally and (ii) the fact that the
      courts may deny the granting or enforcement of equitable
      rights.

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (c)

            	
              Compliance with Other
      Instruments.  The execution, delivery and performance by
      each Obligor of this Agreement, and the consummation of the transactions
      contemplated herein, do not and will not conflict with, result in any
      breach or violation of, or constitute a default under the terms,
      conditions or provisions of the articles of incorporation (or
      amalgamation, as applicable) or by-laws of the Obligors, any Applicable
      Law or any agreement, lease, licence, permit or other instrument to which
      any  Obligor is a party or is otherwise bound or by which any
      Obligor benefits or to which its property is subject and do not require
      the consent or approval of any Official Body or any other Person except as
      has been obtained.  Each Obligor has complied with all
      Applicable Law in respect of this Agreement and the transactions
      contemplated herein.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Compliance with
      Laws.  None of the Companies are in violation of any
      agreement, employee benefit plan, pension plan, mortgage, franchise,
      licence, judgment, decree, order, statute, rule or regulation relating in
      any way to itself, to the operation of its business or to its property or
      assets and which could reasonably be expected to have a Material Adverse
      Effect.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Default.  No
      Default or Event of Default under the Credit Agreement has occurred or is
      continuing.

            


    

     

    ARTICLE
IV

    CONDITIONS
PRECEDENT

     

    
      	
              4.1

            	
              Conditions
      Precedent.

            


    

     

    This
Agreement shall not become effective until the Agent and the Lenders shall have
received the following each dated on or before the date hereof and all in form
and substance satisfactory to the Agent and the Lenders (the date on which such
conditions precedent are satisfied is hereinafter referred to as the "Amendment
Effective Date"):

     

    
      	
               
      

            	
              (a)

            	
              this
      Agreement shall have been duly executed and delivered to the Agent and
      each of the Lenders on behalf of the Borrowers and the
      Guarantors;

            


    

     

    
      	
               
      

            	
              (b)

            	
              receipt
      by each Lender who has executed this Agreement of a work fee in the amount
      of U.S.$20,000; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Agent shall have received all such other certificates, documents,
      opinions, and information that it reasonably
  requests.

            


    

     

    ARTICLE
V

    CONSENT AND
CONFIRMATION

     

    
      	
              5.1

            	
              Guarantors
      Consent

            


    

     

    Each
of the Guarantors hereby consents to the amendments to the Credit Agreement
provided for in this Agreement and hereby confirms that its respective Guarantee
remains in full force and effect with respect to the Secured Obligations under
the Credit Agreement as amended by this Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    ARTICLE
VI

    MISCELLANEOUS

     

    
      	
              6.1

            	
              Further
      Assurances.

            


    

     

    Each
of the parties hereto agrees to execute and deliver or cause to be executed and
delivered all such instruments and to take all such action as the other party
may reasonably request, and at the expense of such other party in order to more
fully effectuate and accomplish the intent and purposes of and to carry out the
terms of this Agreement.

     

    
      	
              6.2

            	
              Governing
      Law.

            


    

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable
therein.

     

    
      	
              6.3

            	
              Consent to
      Jurisdiction.

            


    

     

    Each
of the Borrowers and the Guarantors hereby irrevocably submit to the
non-exclusive jurisdiction of the courts of the Province of Ontario in respect
of any action, suit or proceeding arising out of or relating to this Agreement
and hereby irrevocably agrees that all claims in respect of any such action,
suit or proceeding may be heard and determined in any such Ontario
court.  Each of the Borrowers and the Guarantors hereby irrevocably
waive, to the fullest extent they may effectively do so, the defense of an
inconvenient forum to the maintenance of such action or
proceeding.  Each of the Borrowers and the Guarantors agree that a
final judgment in any such suit, action or proceeding shall be conclusive and
may be enforced in another jurisdiction by suit on the judgment or in any other
manner provided by law. Nothing in this Section 6.3 shall affect the right of
the Agent (on behalf of the Lenders) to bring any suit, action or proceeding
against the Borrowers and the Guarantors (or any one or more of them) or their
respective assets in the courts of any other jurisdiction.

     

    
      	
              6.4

            	
              Time of the
      Essence.

            


    

     

    Time
shall be of the essence in this Agreement in all respects.

     

    
      	
              6.5

            	
              Counterparts.

            


    

     

    This
Agreement may be executed and delivered in any number of counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same
agreement.  Counterparts may be executed and delivered in original,
facsimile or portable document format (pdf) form to the other parties hereto and
the parties hereto agree to accept any such executed counterparts as original
signed versions of this Agreement.

     

    [SIGNATURE
PAGES TO FOLLOW]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF the parties
have executed this Agreement on the date first set out above.

    


    


    
      
        
          
            
              
                	
                        VITRAN
      CORPORATION INC.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                          
                                                            

                        Name: Richard
      E. Gaetz

                        Title:   President
      and Chief Executive Officer

                         

                      	
                        VITRAN
      EXPRESS CANADA INC.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                                 
                                                            

                        Name:  Richard
      E. Gaetz

                        Title:    Chief
      Executive Officer

                         

                      
	
                         

                        VITRAN
      CORPORATION

                         

                         

                        By:  /s/
      Richard E.
      Gaetz                                
               
                                                            

                        Name: Richard
      E. Gaetz

                        Title:   Chief
      Executive Officer

                      	
                         

                        JPMORGAN
      CHASE BANK, N.A.,

                        as
      Agent

                         

                        By:  /s/ Jeffrey
      Coleman                                                 
                                                                      

                        Name: Jeffrey
      Coleman

                        Title:   Vice
      President

                         

                      
	
                         

                        JPMORGAN
      CHASE BANK, N.A.,

                        Toronto
      Branch, as Canadian Lender

                         

                         

                        By:  /s/ Jeffrey
      Coleman                                          
                                                                      

                        Name: Jeffrey
      Coleman

                        Title:   Vice
      President

                         

                      	
                         

                        JPMORGAN
      CHASE BANK, N.A.

                        as
      U.S. Lender

                         

                         

                        By:  /s/ Jeffrey
      Coleman                                                                

                        Name:                      Jeffrey
      Coleman

                        Title:           Vice
      President

                         

                      
	
                         

                        FIFTH
      THIRD BANK,

                        as
      U.S. Lender

                         

                         

                        By:  /s/
      William
      Krummen                                       
                                                                      

                        Name: William
      J. Krummen

                        Title:   Vice
      President

                         

                      	
                         

                        FIFTH
      THIRD BANK,

                        Canadian
      Branch, as Canadian Lender

                         

                         

                        By:  /s/ Steve
      Pepper                                                                                                                       

                        Name: Steve
      Pepper

                        Title:   Vice
      President

                      
	
                         

                        WELLS
      FARGO BANK, N.A.

                        as
      U.S. Lender

                         

                         

                         

                        By:  /s/ Joseph
      Bianchin                                         
                                                                      

                        Name: 
      Joseph Bianchin III

                        Title:    Vice
      President

                         

                      	
                         

                        WELLS FARGO FINANCIAL
      CORPORATION CANADA,

                        as
      Canadian Lender

                         

                         

                        By:  /s/ Paul
      Young                                                         
                                                                      

                        Name: Paul
      D. Young

                        Title:   Vice
      President

                         

                      


              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      


      


      
        
          	
                   

                  NATIONAL
      CITY BANK,

                  as
      U.S. Lender

                   

                   

                  By:  /s/ Susan
      Dimmick                                                                                                            

                  Name:  Susan
      Dimmick

                  Title:    Senior
      Vice President

                	
                   

                  NATIONAL
      CITY BANK,

                  Canada
      Branch, as Canadian Lender

                   

                   

                  By:  /s/ Bill
      Hines                                                             
                                                            

                  Name: Bill
      Hines

                  Title:   Senior
      Vice President and Principal Officer

                
	
                   

                   

                  BANK OF
      MONTREAL

                  Chicago
      Branch as U.S. Lender

                   

                   

                  By:  /s/ Joseph
      Linder                                             
                                                                      

                  Name:  Joseph
      W. Linder

                  Title:    Vice
      President

                   

                	
                   

                   

                  BANK
      OF MONTREAL,

                  as
      Canadian Lender

                   

                   

                  By:  /s/ Peter
      Chauvin                                                     
                                                                      

                  Name: Peter
      Chauvin

                  Title:   Vice
      President

                
	
                   

                  BANK
      OF AMERICA, N.A.

                  as
      U.S. Lender

                   

                   

                  By:  /s/ Michael
      Makaitis                                        
                                                            

                  Name:  Michael
      Makaitis

                  Title:    Vice
      President

                	
                   

                  BANK
      OF AMERICA, N.A.

                  Canada
      Branch, as Canadian Lender

                   

                   

                  By:  /s/ Medina Sales de
      Antrade                                 
                                                                      

                  Name:  Medina
      Sales de Andrade

                  Title:    Vice
      President

                   

                
	
                   

                  NATIONAL
      BANK OF CANADA,

                  New
      York Branch, as U.S. Lender

                   

                   

                  By:  /s/ Vincent
      Lima                                               
                                                                      

                  Name:  Vincent
      Lima

                  Title:   
      Vice President

                   

                  By:  /s/ Peter
      Fiorillo                                                
                                                                      

                  Name:  Peter
      Fiorillo

                  Title:   
      Assistant Vice President

                	
                   

                  NATIONAL
      BANK OF CANADA,

                  as
      Canadian Lender

                   

                   

                  By:  /s/ D.
      William
      Kennedy                                          
                                                                      

                  Name: D.
      William Kennedy

                  Title:   Vice
      President

                   

                  By:  /s/ Michael
      Waiser                                                  
                                                            

                  Name:  Michael
      Waiser

                  Title:    Manager

                   

                
	
                   

                  LAURENTIAN
      BANK OF CANADA,

                  as
      Canadian Lender

                   

                   

                  By:  /s/ Raj
      Butani                                                    
                                                            

                  Name: Raj
      Butani

                  Title:   Senior
      Manager

                	 
    


        

      

      


      
        
          
            
              
                
                

              

            

          

        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                VITRAN
      LOGISTICS LIMITED

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                          
                                                            

                                Name:  Richard
      E. Gaetz

                                Title:    Authorized
      Signatory

                              	
                                EXPÉDITEUR
      T.W. LTÉE

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                                 
                                                            

                                Name: Richard
      E. Gaetz

                                Title:   Authorized
      Signatory

                                 

                              
	
                                 

                                1124708
      ONTARIO INC.

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                          
                                                            

                                Name:  Richard
      E. Gaetz

                                Title:    Authorized
      Signatory

                                 

                              	
                                 

                                1124709
      ONTARIO INC.

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                                                                                        

                                Name: Richard
      E. Gaetz

                                Title:   Authorized
      Signatory

                              
	
                                 

                                CAN-AM
      LOGISTICS INC.

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                          
                                                            

                                Name:
      Richard E. Gaetz

                                Title:  
      Authorized Signatory

                                 

                              	
                                 

                                1098304
      ONTARIO INC.

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                                 
                                                            

                                Name: Richard
      E. Gaetz

                                Title:   Authorized
      Signatory

                              
	
                                 

                                ROUT-WAY
      EXPRESS LINES LTD./LES SERVICES ROUTIERS EXPRESS ROUT LTÉE

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                          
                                                            

                                Name:  Richard
      E. Gaetz

                                Title:    Authorized
      Signatory

                                 

                              	
                                 

                                DONEY
      HOLDINGS INC.

                                 

                                 

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                                                                                        

                                Name: Richard
      E. Gaetz

                                Title:   Authorized
      Signatory

                              
	
                                 

                                VITRAN
      ENVIRONMENTAL SYSTEMS INC.

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                          
                                                            

                                Name: Richard
      E. Gaetz

                                Title:   Authorized
      Signatory

                              	
                                 

                                SOUTHERN
      EXPRESS LINE OF ONTARIO LIMITED

                                 

                                 

                                 

                                By:  /s/ Richard E.
      Gaetz                                                 
                                                            

                                Name: 
      Richard E. Gaetz

                                Title:    Authorized
      Signatory

                                 

                              


                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          
            
              
                	
                         

                        0772703
      B.C. LTD.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                          
                                                            

                        Name:  Richard
      E. Gaetz

                        Title:    Authorized
      Signatory

                      	
                         

                        1277050
      ALBERTA INC.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                                 
                                                            

                        Name: Richard
      E. Gaetz

                        Title:   Authorized
      Signatory

                         

                      
	
                         

                        VITRAN
      EXPRESS, INC.

                         

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                          
                                                            

                        Name: Richard
      E. Gaetz

                        Title:   Authorized
      Signatory

                         

                      	
                         

                        VITRAN
      EXPRESS WEST INC.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                                 
                                                            

                        Name: 
      Richard E. Gaetz

                        Title:    Authorized
      Signatory

                         

                      
	
                        KANSAS
      MOTOR FREIGHT CORP.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                          
                                                            

                        Name: Richard
      E. Gaetz

                        Title:   Authorized
      Signatory

                         

                      	
                        R.A.
      CHRISTOPHER, INC.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                                 
                                                            

                        Name:  Richard
      E. Gaetz

                        Title:    Authorized
      Signatory

                      
	
                         

                        VITRAN
      LOGISTICS, INC.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                          
                                                            

                        Name: Richard
      E. Gaetz

                        Title:   Authorized
      Signatory

                         

                      	
                         

                        FRONTIER
      TRANSPORT CORPORATION

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                                 
                                                            

                        Name: 
      Richard E. Gaetz

                        Title:    Authorized
      Signatory

                      
	
                         

                        PJAX,
      INC.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                          
                                                            

                        Name: Richard
      E. Gaetz

                        Title:   Authorized
      Signatory

                         

                      	
                         

                        VITRAN
      LOGISTICS CORP.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                                 
                                                            

                        Name: 
      Richard E. Gaetz

                        Title:    Authorized
      Signatory

                      
	
                         

                        LAS
      VEGAS/L.A. EXPRESS, INC.

                         

                         

                        By:  /s/ Richard E.
      Gaetz                                          
                                                            

                        Name: Richard
      E. Gaetz

                        Title:   Authorized
      Signatory

                         

                      	 
    


              

            

          

        

      

       

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
 

    SCHEDULE
A

    


    PRICING
GRID

    


    APPLICABLE
MARGIN

    


    


    
      
        
          
            
              	
                      Pricing

                      Level

                    	
                      Debt
      to

                      EBITDA

                      Ratio

                    	
                      Acceptance
      Fee

                      LIBOR
      Loan

                      Letters
      of Credit (other than EDC Guaranteed L/Cs)*

                      (bp)

                    	
                      Prime
      Rate Loan

                      Base
      Rate Canada Loan

                      Base
      Rate New York Loan

                      (bp)

                    	
                      Standby
      Fee

                      (bp)

                    	
                      EDC
      Guaranteed L/Cs*

                      (bp)

                    
	
                      Level
      I

                    	
                      <3.
      00x

                    	
                      250.0

                    	
                      150.0

                    	
                      50.0

                    	
                      62.5

                    
	
                      Level
      II

                    	
                      >3.00 and

                      <
      3.50x

                    	
                      300.0

                    	
                      200.0

                    	
                      50.0

                    	
                      62.5

                    
	
                      Level
      III

                    	
                      >3.50 and

                      <
      4.00x

                    	
                      350.0

                    	
                      250.0

                    	
                      50.0

                    	
                      62.5

                    
	
                      Level
      IV

                    	
                      >4.00 and

                      <
      4.50x

                    	
                      400.00

                    	
                      300.0

                    	
                      50.0

                    	
                      62.5

                    
	
                      Level
      V

                    	
                      >4.50x

                    	
                      450.0

                    	
                      350.0

                    	
                      50.0

                    	
                      62.5

                    


            

          

        

      

    

    


    


    *Letters
of  Credit will be subject to a fronting fee of 12.5
bps