ex1098.htm


    Exhibit
10.9.8

     

     

    

      AMENDMENT NO. 3 TO CREDIT
AGREEMENT

       

      THIS AMENDING AGREEMENT is
made as of the 30th day of
December, 2008,

      


      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") (the Original Credit Agreement as amended by the First
Amendment and the Second 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;


      
        
           


        

        
          1

          
            

          

        

        
           


          
            .

          

        

      


      


      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.


      
        
           


        

        
          2

          
            

          

        

        
           


          
            .

          

        

      


      


      
        	
                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.

       

      ARTICLE
II

      AMENDMENTS

       

      
        	
                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
      defined terms in proper alphabetical sequence:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (i)

                	
                  "Acquisition EBITDA"
      means, for any particular period with respect to any Person, net income
      (which, for the purposes of this definition, shall be the net income of
      such Person as determined in accordance with generally accepted accounting
      principles) excluding in the calculation of net income all extraordinary,
      unusual and all other non-recurring items, foreign exchange losses or
      gains and losses or gains on the repurchase or redemption of any
      securities, plus, to the extent deducted in calculating such net income,
      interest expense, other financing costs, income tax expenses, amortization,
      depreciation and other non-cash
      items.

                
	 	 	 


        

      

      
        	
                 
      

              	
                (ii)

              	
                "Defaulting Lender" means
      any Lender, as determined by the Agent, that has (a) failed to fund any
      portion of its Loans or participations in Letters of Credit or Swingline
      Loans within three Banking Days of the date required to be funded by it
      hereunder, (b) notified the Borrowers, the Agent, the Issuing Lender, the
      Swingline Lender or any Lender in writing that it does not intend to
      comply with any of its funding obligations under this Agreement or has
      made a public statement to the effect that it does not intend to comply
      with its funding obligations under this Agreement or under other
      agreements in which it commits to extend credit, (c) failed, within three
      Banking Days after request by the Agent, to confirm that it will comply
      with the terms of this Agreement relating to its obligations to fund
      prospective Loans and participations in then outstanding Letters of Credit
      and Swingline Loans, (d) otherwise failed to pay over to the Agent or any
      other Lender any other amount required to be paid by it hereunder within
      three Banking Days of the date when due, unless the subject of a good
      faith dispute, or (e) (i) become or is insolvent or has a parent company
      that has become or is insolvent or (ii) become the subject of a bankruptcy
      or insolvency proceeding, or has had a receiver, conservator, trustee or
      custodian appointed for it, or has taken any action in furtherance of, or
      indicating its consent to, approval of or acquiescence in any such
      proceeding or appointment or has a parent company that has become the
      subject of a bankruptcy or insolvency proceeding, or has had a receiver,
      conservator, trustee or custodian appointed for it, or has taken any
      action in furtherance of, or indicating its consent to, approval of or
      acquiescence in any such proceeding or appointment.
  

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (iii)

                	
                  "Distribution" means (i)
      the declaration, payment or setting aside for payment of any dividend or
      other distribution on or in respect of any shares in the capital of
      Vitran; and (ii) the redemption, retraction, purchase, retirement or other
      acquisition, in whole or in part, of any shares in the capital of Vitran
      or any securities, instruments or contractual rights capable of being
      converted into, exchanged or exercised for shares in the capital of
      Vitran, including, without limitation, options, warrants, conversion or
      exchange privileges and similar rights.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (iv)

                	
                  "EBITDAR" means, for any
      particular period, with respect to any Company, EBITDA of such Company for
      such period plus, to the extent deducted in determining Net Income of such
      Company, Rent of such Company for such period, and, provided that for
      purposes of calculating EBITDAR for any period, the EBITDAR during such
      period attributable to any Acquisition by such Company or any Subsidiary
      of such Company during such period shall be included on a pro forma basis
      for such period (assuming the consummation of such Acquisition and the
      incurrence or assumption of any Debt in connection therewith occurred on
      the first day of such period) provided that such Company shall have
      provided to the Agent and the Lenders, prior to the completion of the
      Acquisition, (i) the most recently available consolidated balance sheet of
      the Person that is the subject of such Acquisition (and its consolidated
      Subsidiaries) and (ii) the most recently available consolidated statements
      of income and of cash flows and all such financial statements have been
      reviewed and reported on by independent accountants or are otherwise in
      form and substance acceptable to the Agent.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (v)

                	
                  "EBITDAR to Interest Expenses
      and Rent Ratio" means, for a particular Fiscal Quarter, the ratio
      of (i) Rolling EBITDAR of Vitran (on a consolidated basis) for such Fiscal
      Quarter to (ii) Rolling Interest Expenses and Rent of Vitran (on a
      consolidated basis) for such Fiscal Quarter.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (vi)

                	
                  "LC Disbursement" means a
      payment made by the Issuing Lender pursuant to a Letter of
      Credit.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (vii)

                	
                  "LC Exposure" means, at
      any time, the sum of (a) the aggregate undrawn amount of all outstanding
      Letters of Credit at such time plus (b) the aggregate amount of all LC
      Disbursements that have not yet been reimbursed by or on behalf of a
      Borrower at such time.  The LC Exposure of any Lender at any
      time shall be its Pro Rata Share of the total LC Exposure at such
      time.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (viii)

                	
                  "Monthly Asset Coverage
      Ratio" means, for a particular month, the ratio of (i) Receivables
      Value of Vitran (on a consolidated basis) as at the last day of such month
      plus the net book value, in accordance with generally accepted accounting
      principles, of Eligible Real Property and Eligible Equipment of Vitran (on
      a consolidated basis) to (ii) Funded
      Debt of Vitran (on a consolidated basis) for such
month.

                
	 	 	 


        

      

      
        	
                 
      

              	
                (ix)

              	
                "Monthly U.S. Asset Coverage
      Ratio" means, for a particular month, the ratio of (i) Receivables
      Value of the U.S. Borrower (on a consolidated basis) as at the last day of
      such month plus the net book value of Eligible Real Property and Eligible
      Equipment of the U.S. Borrower (on a consolidated basis) to (ii) Funded
      Debt of the U.S. Borrower (on a consolidated basis) for such
      month.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (x)

                	
                  "Revolving Credit
      Exposure" means, with respect to any Lender at any time, the sum of
      the outstanding principal amount of such Lender’s Loans under the
      Revolving Facility and its LC Exposure and Swingline Exposure at such
      time.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (xi)

                	
                  "Rent" of any Company
      means the obligations of such Company to pay rent or other amounts under
      any lease of (or other arrangement conveying the right to use) real or
      personal property, or a combination thereof, which obligations are
      required to be classified and accounted for as operating leases under
      generally accepted accounting principles.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (xii)

                	
                  "Rolling EBITDAR" means,
      for any Fiscal Quarter, the aggregate of EBITDAR for such Fiscal Quarter
      and for each of the three immediately preceding Fiscal
      Quarters.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (xiii)

                	
                  "Rolling Interest Expenses and
      Rent" means, for any Fiscal Quarter, the aggregate of Interest
      Expenses plus Rent for such Fiscal Quarter and for each of the three
      immediately preceding Fiscal Quarters.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (xiv)

                	
                  "Swingline Exposure"
      means, at any time, the aggregate principal amount of all Swingline Loans
      outstanding at such time.  The Swingline Exposure of any Lender
      at any time shall be its Pro Rata Share of the total Swingline Exposure at
      such time.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (b)

                	
                  The
      definition of "ABR Canada" in Section 1.1 of the Credit Agreement is
      hereby amended by inserting the following sentence at the end of such
      definition: "Any change in ABR Canada due to a change in the Base Rate
      Canada shall be effective from and including the effective date of such
      change in Base Rate Canada.".

                
	 	 	 


        

      

      
        	
                 
      

              	
                (c)

              	
                The
      definition of "ABR New York" in Section 1.1 of the Credit Agreement is
      hereby deleted in its entirety and replaced with the
      following:

              


      

       

      ""ABR New York" means, at any
particular time, the variable rate of interest per annum, calculated on the
basis of a 360-day year, which is equal to the greater of (a) the Base Rate New
York at such time, (b) the aggregate of (i) the Federal Funds Effective Rate at
such time and (ii) 1⁄2 of 1% per annum and (c) LIBOR for a one month Interest
Period on such day (or if such day is not a Banking Day, the immediately
preceding Banking Day) plus 1% per annum. Any change in ABR New York due to a
change in Base Rate New York, the Federal Funds Effective Rate or LIBOR shall be
effective from and including the effective date of such change in Base Rate New
York, the Federal Funds Effective Rate or LIBOR, respectively."

       

      
        	
                 
      

              	
                (d)

              	
                The
      definition of "EBITDA" in Section 1.1 of the Credit Agreement is hereby
      amended by inserting the phrase "(including, without limitation,
      share-based compensation)" on the ninth line thereof following the phrase
      "other non cash expenses".

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (e)

                	
                  Section
      9.4 of the Credit Agreement is hereby deleted in its entirety and replaced
      with the following:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  "9.4

                	
                  Mandatory Prepayments under the
      Credit Facilities.  Until December 31, 2009, 100% of the
      proceeds of any Permitted Disposition or any sale, assignment, transfer,
      conveyance or other disposition of any (i) real estate of any Obligor,
      (ii) rolling stock (including without limitation motor vehicles, tractors
      and trailers) of any Obligor in an aggregate amount in excess of
      $1,000,000 to the extent the proceeds from such sale are not reinvested by
      the applicable Obligor in rolling stock within 90 days of such sale, or
      (iii) any other assets of the Obligors in an aggregate amount in excess of
      $1,000,000, in each case net of all expenses of disposition and all taxes
      related thereto, shall be applied as a mandatory prepayment of the Credit
      Facilities on the completion of such Permitted Disposition or such other
      sale, assignment, transfer, conveyance, lease or
      disposition.  Prior to October 1, 2009, any such prepayment
      shall be applied firstly to the prepayment of outstanding credit under the
      Revolving Facility, and secondly, if no credit remains outstanding under
      the Revolving Facility, such proceeds shall be deposited in an account at
      JPMorgan Canada as cash collateral for the Secured Obligations. From
      October 1, 2009 to and including December 31, 2009, any such prepayment
      shall be applied firstly to the prepayment of outstanding credit under the
      Term Facility (up to a maximum of $10,000,000), secondly to the prepayment
      of outstanding credit under the Revolving Facility, and thirdly such
      proceeds shall be deposited in an account at JPMorgan Canada as cash
      collateral for the Secured Obligations. On September 30, 2009, the
      Borrowers must make a drawdown under the Revolving Facility in the amount
      of all prepayments made under the Revolving Facility pursuant to this
      Section (up to a maximum of $10,000,000) and use the proceeds of such
      drawdown to make a prepayment of outstanding credit under the Term
      Facility (the "Term
      Repayment"). The first $10,000,000 which is prepaid under the
      Revolving Facility pursuant to this Section may not be re-borrowed until
      such time as the Term Repayment is made. Any amount over $10,000,000 which
      is prepaid under the Revolving Facility pursuant to this Section on
      or before September 30, 2009 may not be re-borrowed. Amounts which are
      prepaid under the Revolving Facility pursuant to this Section between
      October 1, 2009 and December 31, 2009 may not be re-borrowed. Amounts
      which are prepaid under the Term Facility as aforesaid may not be
      re-borrowed."

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (f)

                	
                  Section
      11.1(a) of the Credit Agreement is hereby amended by (i) renumbering
      subsection (vi) to be subsection (vii), and (ii) inserting a new
      subsection (vi) as follows:

                
	 	 	 


        

      

      
        	
                 
      

              	
                "(vi)

              	
                within
      20 days after the end of each month (A) a copy of the unaudited
      consolidated balance sheet and income statement of Vitran, (B) a copy of
      the unaudited consolidated balance sheet and income statement of the U.S.
      Borrower prepared in accordance with generally accepted accounting
      principles, and (C) a compliance certificate of Vitran confirming the
      Monthly Asset Coverage Ratio and the Monthly U.S. Asset Coverage Ratio for
      such month;"

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (g)

                	
                  Section
      11.1(b) of the Credit Agreement is hereby deleted in its entirety and
      replaced with the following paragraph:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  "(b)

                	
                  Debt to EBITDA
      Ratio.  Vitran shall maintain the Debt to EBITDA Ratio
      (i) for the Fiscal Quarter ending December 31, 2008 at less than or equal
      to 5.50 to 1, (ii) for the Fiscal Quarter ending March 31, 2009 at less
      than or equal to 6.75 to 1, (iii) for the Fiscal Quarter ending June 30,
      2009 at less than or equal to 6.75 to 1, (iv) for the Fiscal Quarter
      ending September 30, 2009 at less than or equal to 5.75 to 1, (v) for the
      Fiscal Quarter ending December 31, 2009 at less than or equal to 4.25 to
      1, and (vi) for each Fiscal Quarter thereafter at less than or equal to
      3.25 to 1."

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (h)

                	
                  Section
      11.1(c) of the Credit Agreement is hereby deleted in its entirety and
      replaced with the following paragraph:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  "(c)

                	
                  U.S. Borrower Debt to EBITDA
      Ratio.  The U.S. Borrower shall maintain the U.S.
      Borrower Debt to EBITDA Ratio (i) for the Fiscal Quarter ending December
      31, 2008 at less than or equal to 3.25 to 1, (ii) for the Fiscal Quarter
      ending March 31, 2009 at less than or equal to 5.00 to 1, (iii) for the
      Fiscal Quarter ending June 30, 2009 at less than or equal to 5.00 to 1
      (iv) for the Fiscal Quarter ending September 30, 2009 at less than or
      equal to 3.25 to 1, and (v) for each Fiscal Quarter thereafter at less
      than or equal to 2.50 to 1."

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (i)

                	
                  Section
      11.1(d) of the Credit Agreement is hereby deleted in its entirety and
      replaced with the following paragraph:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  "(d)

                	
                  EBITDAR to Interest Expenses
      and Rent Ratio.  Vitran shall maintain the EBITDAR to
      Interest Expenses and Rent Ratio (i) for the Fiscal Quarter ending
      December 31, 2008 at greater than or equal to 1.60 to 1, (ii) for the
      Fiscal Quarter ending March 31, 2009 at greater than or equal to 1.40 to
      1, (iii) for the Fiscal Quarter ending June 30, 2009 at greater than or
      equal to 1.30 to 1, (iv) for the Fiscal Quarter
      ending September 30, 2009 at greater than or equal to 1.35 to 1, and (v)
      for each Fiscal Quarter thereafter at greater than or equal to 1.50 to
      1.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (j)

                	
                  Section
      11.1(e) of the Credit Agreement is hereby deleted in its entirety and
      replaced with the following paragraph:

                
	 	 	 


        

      

      
        	
                 
      

              	
                "(e)

              	
                Asset
      Coverage.  For the period through and including December
      31, 2009, the  Borrowers shall, for each month, maintain the
      Monthly Asset Coverage Ratio at greater than or equal to 1.40 to 1. From
      and after January 1, 2010, the  Borrowers shall, for each Fiscal
      Quarter, maintain the Asset Coverage Ratio at greater than or equal to
      1.30 to 1."

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (k)

                	
                  Section
      11.1(f) of the Credit Agreement is hereby deleted in its entirety and
      replaced with the following paragraph:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  "(f)

                	
                  U.S. Asset
      Coverage.  For the period through and including December
      31, 2009, the U.S. Borrower shall, for each month, maintain the Monthly
      U.S. Asset Coverage Ratio at greater than or equal to 1.40 to 1. From and
      after January 1, 2010, the  U.S. Borrower shall, for each Fiscal
      Quarter, maintain the U.S. Asset Coverage Ratio at greater than or equal
      to 1.30 to 1."

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (l)

                	
                  Section
      11.1(g) of the Credit Agreement is hereby deleted in its entirety and
      replaced with the following paragraph:

                
	 	 	 


        

      

      "(g)           Equity.  Equity
shall at all times exceed US$155,000,000."

       

      
        
          	
                   
      

                	
                  (m)

                	
                  Section
      11.1(j) of the Credit Agreement is hereby amended by (i) deleting the
      phrase "and Acquisitions" on the seventh line thereof following the phrase
      "Capital Expenditures" and (ii) inserting the sentence "For greater
      certainty, the making of a Distribution shall not be a permitted purpose
      for the proceeds of credit obtained under the Credit Facilities." at the
      end of such Section.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (n)

                	
                  Section
      11.1(r) of the Credit Agreement is hereby amended by (i) inserting the
      phrase "within thirty days of such Person becoming a Subsidiary" on the
      second line thereof following the phrase "after the date hereof to" and
      (ii) inserting the phrase "within thirty days of such Person becoming a
      Subsidiary," on the seventh line thereof following the phrase "cause to be
      executed and delivered,".

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (o)

                	
                  Section
      11.1 of the Credit Agreement is hereby amended by inserting the following
      Sections 11.1(hh), (ii), (jj) and (kk) after Section
    11.1(gg):

                
	 	 	 


        

      

      
        	
                 
      

              	
                "(hh)

              	
                Perfection of Rolling Stock.
      The Borrowers shall, and shall cause each of the Obligors to, on or
      before April 30, 2009 or such later date as agreed to in writing by the
      Agent in its sole discretion, in respect of 85% or more (calculated by net
      book value) of the Obligors' motor vehicles (including without limitation
      tractors and trailers but excluding motor vehicles currently contemplated
      to be sold as confirmed to the Agent in writing) (a) register Personal Property Security
      Act financing statements in favour of the Agent, in form and
      substance satisfactory to the Agent, in each applicable Canadian
      jurisdiction describing such motor vehicles registered in Canada (or in
      any Province therein) and including each such motor vehicle's vehicle
      identification number, or (b) cause the lien of the Agent in and to such
      motor vehicles to be duly noted on the applicable certificates of title or
      to be otherwise filed in such manner as is prescribed by law in order to
      perfect such lien and will cause all such certificates of title and
      evidences of lien to be deposited with the
  Agent.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (ii)

                	
                  Las Vegas/L.A. Express,
      Inc.  The Borrowers will cause Las Vegas/L.A. Express,
      Inc. to, on or before January 31, 2009, (i) execute and deliver an
      assumption and supplement agreement to the applicable Guarantee, (ii)
      grant to the Agent a security interest in all of its present and future
      undertaking and assets, and (iii) execute and deliver, or cause to be
      executed and delivered, all other relevant documentation (including
      without limitation opinions of counsel, corporate organizational and
      authorizing documents and an officer's certificate) as the Agent shall
      reasonably request.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (jj)

                	
                  Minimum Rolling Twelve Month
      EBITDA.  Vitran shall maintain Rolling EBITDA (i) for the
      Fiscal Quarter ending March 31, 2009 at greater than or equal to
      $22,500,000, (ii) for the Fiscal Quarter ending June 30, 2009 at greater
      than or equal to $20,000,000, (iii) for the Fiscal Quarter ending
      September 30, 2009 at greater than or equal to $22,500,000, and (iv) for
      the Fiscal Quarter ending December 31, 2009 at greater than or equal to
      $25,000,000.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (kk)

                	
                  Field Exams.  Each
      of the Borrowers shall, and shall cause each of the other Obligors to, on
      or before March 31, 2009 or such later date as agreed to in writing by the
      Agent in its sole discretion, permit the Agent (or any appraiser,
      consultant, agent or other third party satisfactory to it) to inspect its
      rolling stock and accounts receivable and to the extent applicable
      inventory, to perform appraisals of the rolling stock of any Borrower or
      other Obligor, and, in the Agent’s sole discretion, to inspect, examine,
      check and make copies of, and extracts from, the books, records, computer
      data, computer programs, journals, orders, receipts, correspondence and
      other data relating to such rolling stock, accounts receivable and
      inventory, the scope of such appraisals, inspections, exams and checks
      must be reasonably satisfactory to the Agent and the results of which will
      be compiled in reports distributed to the Agent, the Lenders and the
      Borrowers.  All such appraisals, inspections, exams and checks by the
      Agent shall be at the sole expense of the Borrowers."

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (p)

                	
                  Section
      11.2(d) of the Credit Agreement is hereby deleted in its entirety and
      replaced with the following paragraph:

                
	 	 	 


        

      

      
        	
                 
      

              	
                "(d)

              	
                Investments.  The
      Borrowers shall not, and shall not suffer or permit any of the
      Subsidiaries to (A) for the period through and including December 31, 2009
      (i) invest in any other entity or entities, singly or in the aggregate, by
      way of equity investment or otherwise or (ii) provide any financial
      assistance (by way of loan, guarantee or otherwise) to any other entity
      other than by way of investments in or financial assistance to any of the
      Obligors, and (B) from and after January 1, 2010 (i) invest in any other
      entity or entities, singly or in the aggregate, by way of equity
      investment or otherwise or (ii) provide any financial assistance (by way
      of loan, guarantee or otherwise) to any other entity, in an aggregate
      amount greater than US$2,000,000 or the Canadian Dollar Equivalent
      thereof, other than by way of investments in or financial assistance to
      any of the Obligors.  Nothing in this Section 11.2(d) shall
      prevent any Borrower nor any Subsidiary from making any Acquisition as
      permitted by Section 11.2(g)."

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (q)

                	
                  Section
      11.2(f) of the Credit Agreement is hereby deleted in its entirety and
      replaced with the following paragraph:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  "(f)

                	
                  Dispositions of
      Assets.  For the period through and including December
      31, 2009, the Borrowers shall not, and shall not suffer or permit any of
      the Subsidiaries to, sell, assign, transfer, convey, lease (as lessor) or
      otherwise dispose of any of their respective assets including any
      disposition as part of a sale and leaseback transaction other than (i) the
      sale, lease or other disposition by the applicable Obligor of obsolete
      assets and assets sold in the ordinary course of business, in an aggregate
      amount not to exceed $3,000,000, (ii) the sale, lease or other disposition
      by the applicable Obligor of the properties listed on Part III of Schedule
      H hereto, and (iii) any other disposition of assets of any of the
      Companies which is expressly consented to in writing by all of the
      Lenders. From and after January 1, 2010, the Borrowers shall not, and
      shall not suffer or permit any of the Subsidiaries to, sell, assign,
      transfer, convey, lease (as lessor) or otherwise dispose of any of their
      respective assets including any disposition as part of a sale and
      leaseback transaction out of the ordinary course of business other than
      Permitted Dispositions."

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (r)

                	
                  Section
      11.2 (g) of the Credit Agreement is hereby amended by (i) replacing the
      "," at the end of subparagraph (vi) with a ";" and (ii) inserting new
      subparagraphs (vii) and (viii) as follows:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  "(vii)

                	
                  in
      respect of any Acquisition paid for in stock to be made on or before
      December 31, 2009, the Borrowers must (A) provide written confirmation to
      the Agent that the business or line of business represented by such assets
      or entity that is the subject of such Acquisition shall have a positive
      Acquisition EBITDA for the four Fiscal Quarters immediately preceding the
      completion of the Acquisition as established by the financial statements
      described in paragraph (i) of the definition of EBITDA, and (B) obtain the
      prior written consent of the Majority Lenders to such Acquisition, which
      consent is to be provided or withheld in the sole discretion of each
      Lender; and

                
	 	 	 


        

      

      
        	
                 
      

              	
                (viii)

              	
                in
      respect of any Acquisition paid for in cash (in whole or in part) to be
      made on or before December 31, 2009, the Borrowers must obtain the prior
      written consent of each of the Lenders to such Acquisition, which consent
      is to be provided or withheld in the sole discretion of each
      Lender,"

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (s)

                	
                  Section
      11.2 (p) of the Credit Agreement is hereby amended by inserting the
      sentence "In addition, Vitran shall not make any Distribution to any
      Person on or before December 31, 2009." at the end of such
      Section.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (t)

                	
                  Section
      11.2 of the Credit Agreement is hereby amended by inserting the following
      Section 11.2(s) at the end of such Section:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  "(s)

                	
                  Restriction on Capital
      Expenditures. Until January 1, 2010, the Borrowers shall not, and
      shall not suffer or permit any of the Subsidiaries to, make or commit to
      make any Capital Expenditures in an aggregate amount in excess of
      $10,000,000."

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (u)

                	
                  Article
      16 of the Credit Agreement is hereby amended by inserting the following
      Section 16.14 after Section 16.13:

                
	 	 	 


        

      

      "16.14                      Defaulting
Lenders . Notwithstanding any provision of this
Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting
Lender:

       

      
        
          	
                   
      

                	
                  (a)

                	
                  fees shall cease to accrue on the
      unfunded portion of the Commitment of such Defaulting Lender pursuant to
      Section 7.6;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (b)

                	
                  the Commitment and Revolving
      Credit Exposure of such Defaulting Lender shall not be included in
      determining whether all Lenders or the Majority Lenders have taken or may
      take any action hereunder (including any consent to any amendment or
      waiver pursuant to Section 14.14), provided that any waiver,
      amendment or modification requiring the consent of all Lenders or each
      affected Lender which affects such Defaulting Lender differently than
      other affected Lenders shall require the consent of such Defaulting
      Lender;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (c)

                	
                  if any Swingline Exposure or LC
      Exposure exists at the time a Lender becomes a Defaulting Lender
      then:

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (i)

                	
                  all or any part of such Swingline
      Exposure and LC Exposure shall be reallocated among the non-Defaulting
      Lenders in accordance with their respective Pro Rata Share (with the
      Defaulting Lender's Individual Commitment being excluded from the
      aggregate of the Individual Commitments of all of the Lenders) but only to
      the extent (x) the sum of all non-Defaulting Lenders' Revolving Credit
      Exposures plus such Defaulting Lender's Swingline Exposure and LC Exposure
      does not exceed the total of all non-Defaulting Lenders' Individual
      Commitments and (y) the conditions set forth in Section 12.1 are satisfied
      at such time; and

                
	 	 	 


        

      

      
        	
                 
      

              	
                (ii)

              	
                if the reallocation described in
      clause (i) above cannot, or can only partially, be effected, the Borrowers
      shall within one Banking Day following notice by the Agent (x) first,
      prepay such Swingline Exposure and (y) second, cash collateralize such
      Defaulting Lender's LC Exposure (after giving effect to any partial
      reallocation pursuant to clause (i) above) in accordance with the
      procedures set forth in Section 9.10 for so long as such LC Exposure is
      outstanding; 

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (iii)

                	
                  if the Borrowers cash collateralize any portion
      of such Defaulting Lender's LC Exposure pursuant to Section 16.14(c), the
      Borrowers shall not be required to pay any fees to such Defaulting Lender
      pursuant to Section 7.9 with respect to such Defaulting Lender's LC
      Exposure during the period such Defaulting Lender's LC Exposure is cash
      collateralized;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (iv)

                	
                  if the LC Exposure of the
      non-Defaulting Lenders is reallocated pursuant to Section 16.14(c), then
      the fees payable to the Lenders pursuant to Section 7.6 and Section 7.9
      shall be adjusted in accordance with such non-Defaulting Lenders' Pro Rata
      Share; or 

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (v)

                	
                  if any Defaulting Lender's LC
      Exposure is neither cash collateralized nor reallocated pursuant to
      Section 16.14(c), then, without prejudice to any rights or remedies of the
      Issuing Lender or any Lender hereunder, all standby fees that otherwise
      would have been payable to such Defaulting Lender (solely with respect to
      the portion of such Defaulting Lender's Individual Commitment that was
      utilized by such LC Exposure) and issuance fees payable under Section 7.9
      with respect to such Defaulting Lender's LC Exposure shall be payable to
      the Issuing Lender until such LC Exposure is cash collateralized and/or
      reallocated;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (d)

                	
                  so long as any Lender is a
      Defaulting Lender,
      the Swingline Lender shall not be required to fund any Swingline Loan and
      the Issuing Lender shall not be required to issue, amend or increase any
      Letter of Credit, unless it is satisfied that the related exposure will be
      100% covered by the Individual Commitments of the non-Defaulting Lenders
      and/or cash collateral will be provided by the Borrowers in accordance
      with Section 16.14(c), and participating interests in any such newly
      issued or increased Letter of Credit or newly made Swingline Loan shall be
      allocated among non-Defaulting Lenders in a manner consistent with Section
      16.14(c)(i) (and Defaulting Lenders shall not participate therein);
      and

                
	 	 	 


        

      

      
        	
                 
      

              	
                (e)

              	
                any amount payable to such
      Defaulting Lender hereunder (whether on account of principal, interest,
      fees or otherwise and including any amount that would otherwise be payable
      to such Defaulting Lender pursuant to Section 3.10) shall, in lieu of
      being distributed to such Defaulting Lender, be retained by the Agent in a
      segregated account and, subject to any applicable requirements of law, be
      applied at such time or times as may be determined by the Agent (i) first,
      to the payment of any amounts owing by such Defaulting Lender to the Agent
      hereunder, (ii) second, pro rata, to the payment of any amounts owing by
      such Defaulting Lender to the Issuing Lender or Swingline Lender
      hereunder, (iii) third, if so determined by the Agent or requested by an
      Issuing Lender or Swingline Lender, held in such account as cash
      collateral for future funding obligations of the Defaulting Lender of any
      participating interest in any Swingline Loan or Letter of Credit, (iv)
      fourth, to the funding of any Loan in respect of which such Defaulting
      Lender has failed to fund its portion thereof as required by this
      Agreement, as determined by the Agent, (v) fifth, if so determined by the
      Agent and the Borrower, held in such account as cash collateral for future
      funding obligations of the Defaulting Lender of any Loans under this
      Agreement, (vi) sixth, to the payment of any amounts owing to the Lenders
      or an Issuing Lender or Swingline Lender as a result of any judgment of a
      court of competent jurisdiction obtained by any Lender or such Issuing
      Lender or Swingline Lender against such Defaulting Lender as a result of
      such Defaulting Lender's breach of its obligations under this Agreement,
      (vii) seventh, to the payment of any amounts owing to a Borrower as a
      result of any judgment of a court of competent jurisdiction obtained by
      such Borrower against such Defaulting Lender as a result of such
      Defaulting Lender's breach of its obligations under this Agreement, and
      (viii) eighth, to such Defaulting Lender or as otherwise directed by a
      court of competent jurisdiction; provided that if such payment is (x) a
      prepayment of the
      principal amount of any Loans or reimbursement obligations in respect of
      LC Disbursements which a Defaulting Lender has funded its participation
      obligations and (y) made at a time when the conditions set forth in
      Section 12.1 are satisfied, such payment shall be applied solely to prepay
      the Loans of, and reimbursement obligations owed to, all non-Defaulting
      Lenders pro rata prior to being applied to the prepayment of any Loans, or
      reimbursement obligations owed to, any Defaulting
      Lender.

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


          
            .

          

        

      


      


      In the event that the Agent, the
Borrower, the Issuing Lender and the Swingline Lender each agrees that a
Defaulting Lender has adequately remedied all matters that caused such Lender to
be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the
Lenders shall be readjusted to reflect the inclusion of such Lender's Individual
Commitment and on such date such Lender shall purchase at par such of the Loans
of the other Lenders (other than Swingline Loans) as the Agent shall determine
may be necessary in order for such Lender to hold such Loans in accordance with
its Pro Rata Share."

       

      
        
          	
                   
      

                	
                  (r)

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

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (s)

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

                
	 	 	 


        

      

      
        	
                2.2

              	
                Confirmation.

              


      

       

      Each
of the Borrowers confirms and agrees with the Agent and the Lenders that its
right to request an increase in the Revolving Facility Available Amount pursuant
to Section 2.6 of the Credit Agreement is hereby suspended until December 31,
2009.

       

      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.

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (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.

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (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 Majority 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)

              	
                the
      Agent shall have received payment of all fees required by them in
      connection with this Agreement and the fee letter dated as of the date
      hereof between the Borrowers and the
Agent;

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


          
            .

          

        

      


      


      
        
          	
                   
      

                	
                  (c)

                	
                  the
      Lenders party to this Agreement shall have received payment of an upfront
      fee in an amount equal to 50.0 bps of each such Lender's Individual
      Commitment;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (d)

                	
                  a
      duly certified resolution of the board of directors of each Borrower
      authorizing it to execute, deliver and perform its obligations under this
      Agreement;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (e)

                	
                  a
      certificate of a senior officer of each Borrower setting forth specimen
      signatures of the individuals authorized to sign on their respective
      behalf;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (f)

                	
                  a
      certificate of status or good standing for each Borrower issued by the
      appropriate governmental body or agency of the jurisdiction in which such
      Borrower is incorporated or formed;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (g)

                	
                  a
      certificate of a senior officer of each Borrower certifying that, inter
      alia, no Default or Event of Default has occurred and is continuing or
      would occur or continue immediately after this Agreement becoming
      effective;

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                  (h)

                	
                  opinions
      of Borrowers' legal counsel with respect to, inter alia, each Borrower,
      the enforceability of this Agreement and as to such other matters as the
      Agent may reasonably request, and otherwise in form and substance
      satisfactory to the Agent; and

                
	 	 	 


        

      

      
        	
                 
      

              	
                (i)

              	
                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.

       

      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.


      
        
           


        

        
          15

          
            

          

        

        
           


          
            .

          

        

      


      


      
        	
                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]


      
        
           


        

        
          16

          
            

          

        

        
           


          
            .

          

        

      


      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 Krummen

                        Title:    
      Vice President

                         

                      	
                        FIFTH
      THIRD BANK,

                        Canadian
      Branch, as Canadian Lender

                         

                         

                        By:        
      /s/
      Jeremiah
      Hynes                                                                

                        Name:   
      Jeremiah Hynes

                        Title:     
      Vice President and Principal Officer

                      
	
                         

                        WELLS
      FARGO BANK, N.A.

                        as
      U.S. Lender

                         

                         

                        By:       
      /s/
      Joseph
      Bianchin                                                                

                        Name:   Joseph
      J. Bianchin IV

                        Title:    
      Vice President

                      	
                         

                        WELLS FARGO FINANCIAL
      CORPORATION CANADA,

                        as
      Canadian Lender

                         

                         

                        By:        
      /s/
      Nick
      Scarfo                                                       
                     

                        Name:   
      Nick Scarfo

                        Title:     
      Vice President

                         

                      


              

            

          

        

      


      
        
           


        

        
          17

          
            

          

        

        
           


          
            .

          

        

      


      


      
        	
                 

                NATIONAL
      CITY BANK,

                as
      U.S. Lender

                 

                 

                By:        /s/ Susan
      Dimmick                                                
                       

                Name:  
      Susan J. Dimmick

                Title:    
      Senior Vice President

              	
                 

                NATIONAL
      CITY BANK,

                Canada
      Branch, as Canadian Lender

                 

                 

                By:        
      /s/
      Caroline
      Stade                                                 
                       

                Name:   
      Caroline Stade

                Title:     
      Senior Vice President

              
	
                 

                 

                BANK OF
      MONTREAL

                Chicago
      Branch as U.S. Lender

                 

                 

                By:                                                                                                     
      

                Name:

                Title:

                 

              	
                 

                 

                BANK
      OF MONTREAL,

                as
      Canadian Lender

                 

                 

                By:                                                                                                     
      

                Name:

                Title:

              
	
                 

                BANK
      OF AMERICA, N.A.

                as
      U.S. Lender

                 

                 

                By:       
      /s/
      Stephen
      O’Sullivan                                                           

                Name:  
      Stephen F. O’Sullivan

                Title:    
      Senior Vice President

              	
                 

                BANK
      OF AMERICA, N.A.

                Canada
      Branch, as Canadian Lender

                 

                 

                By:        
      /s/
      Medina Sales De
      Andrade                                             

                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/
      Monique
      Baillergeau                                                        

                Name:  
      Monique Baillergeau

                Title:    
      Vice President

              	
                 

                NATIONAL
      BANK OF CANADA,

                as
      Canadian Lender

                 

                 

                By:        
      /s/
      Ben
      Ciallella                                                              
              

                Name:   
      Ben Ciallella

                Title:     
      Director

                 

                By:        
      /s/
      Ian
      Gillespie                                                                   
         

                Name:   
      Ian Gillespie

                Title:     
      Managing Director

                 

              
	
                 

                LAURENTIAN
      BANK OF CANADA,

                as
      Canadian Lender

                 

                By:       
      /s/
      Raj
      Butani                                                                         
      

                Name:  
      Raj Butani

                Title:    
      Senior Manager

                 

              	 
      


      

      By:       
/s/
Veronica
Pereira                                                                

      Name:  
Veronica Pereira

      Title:    
Senior Manager

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                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

                 

              
	
                 

                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

                 

              


      


      
        
           


        

        
          19

          
            

          

        

        
           


          
            .

          

        

      


      


      
        	
                 

                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

              
	 
      	 
      


      

      



      
        
           


        

        
          20

          
            

          

        

        
           


          
            .

          

        

      


      SCHEDULE
A

      


      PRICING
GRID

      


      APPLICABLE
MARGIN

      


      


      
        
          
            
              
                	
                        Pricing

                        Level

                      	
                        Debt
      to 

                        EBITDA
      

                        Ratio

                      	
                        BA
      Fee

                        LIBOR
      +

                        LC/LG

                        Fee*

                        (bp)

                      	
                        Prime+

                        Base
      Rate Canada

                        Base
      Rate New York

                        (bp)

                      	
                        Standby
      

                        Commitment
      

                        Fee
      (bp)

                      
	
                        Level
      I

                      	
                        <3.
      00x

                      	
                        250.0

                      	
                        150.0

                      	
                        50.0

                      
	
                        Level
      II

                      	
                        ≥3.00
      and

                        <
      3.50x

                      	
                        300.0

                      	
                        200.0

                      	
                        50.0

                      
	
                        Level
      III

                      	
                        ≥3.50
      and

                        <
      4.00x

                      	
                        350.0

                      	
                        250.0

                      	
                        50.0

                      
	
                        Level
      IV

                      	
                        ≥4.00
      and

                        <
      4.50x

                      	
                        400.00

                      	
                        300.0

                      	
                        50.0

                      
	
                        Level
      V

                      	
                        ≥4.50x

                      	
                        450.0

                      	
                        350.0

                      	
                        50.0

                      


              

            

          

        

      

      


      


      *LCs
& LGs will be subject to a fronting fee of 12.5
bps