ex1099.htm


    Exhibit
10.9.9

    


    AMENDMENT
NO. 4 TO CREDIT AGREEMENT

     

    THIS AMENDING AGREEMENT is
made as of the __6th____ day of March,
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") (the Original Credit Agreement as amended by the First
Amendment, the Second Amendment and the Third 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:

     

    1

    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

        
          

        

      

      
         

      

    

     

    2
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, effective as of December 31,
2008, as follows:

     

    
      	
              2.1.1.A

            	
              The definition of
      "Equity" in
      Section 1.1 of the Credit Agreement is hereby amended by inserting the
      phrase ", excluding any impact from non-cash impairment charges related to
      goodwill or intangibles arising on or after December 31, 2008, in each
      case in accordance with generally accepted accounting principles and as
      classified on the consolidated balance sheet of Vitran" after the words
      "shareholders' equity of Vitran" on the third line of such
      definition.

            


    

     

    3

    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):

     

    
      	
              3.1.1.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.

            


    

     

    
      	
              3.1.1.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.

            


    

     

    
      	
              3.1.1.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.

            


    

     

    
      
         

      

      
        3

        
          

        

      

       

    

    
      	
              3.1.1.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.

            


    

     

    
      	
              3.1.1.E

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

            


    

     

    4

    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"):

     

    
      	
              4.1.1.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;
      and

            


    

     

    
      	
              4.1.1.B

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

            


    

     

    5

    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.

    6

    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]

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

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

     

    
      
        
          	 
      	 
      	 
      	 
      
	
                  VITRAN
      CORPORATION INC.

                	
                  VITRAN
      EXPRESS CANADA INC.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:
      /s/ Richard E.
      Gaetz

                	
                  By:
      /s/ Richard E.
      Gaetz

                
	
                  Name:

                	
                  Richard
      E. Gaetz

                	
                  Name:

                	
                  Richard
      E. Gaetz

                
	
                  Title:

                	
                  President
      and Chief Executive Officer

                	
                  Title:

                	
                  Chief
      Executive Officer

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  VITRAN
      CORPORATION

                	
                  JPMORGAN
      CHASE BANK, N.A.,

                
	 
      	 
      	
                  as
      Agent

                
	 
      	 
      	 
      	 
      
	
                  By:
      /s/ Richard E.
      Gaetz

                	
                  By:/s/ Jeffrey
    Coleman

                
	
                  Name:

                	
                  Richard
      E. Gaetz

                	
                  Name:

                	
                  Jeffrey
      Coleman

                
	
                  Title:

                	
                  Chief
      Executive Officer

                	
                  Title:

                	
                  Vice
      President

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  JPMORGAN
      CHASE BANK, N.A.,

                	
                  JPMORGAN
      CHASE BANK, N.A.

                
	
                  Toronto
      Branch, as Canadian Lender

                	
                  as
      U.S. Lender

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:
      /s/ Jeffrey
      Coleman

                	
                  By:
      /s/ Jeffrey
      Coleman

                
	
                  Name:

                	
                  Jeffrey
      Coleman

                	
                  Name:

                	
                  Jeffrey
      Coleman

                
	
                  Title:

                	
                  Vice
      President

                	
                  Title:

                	
                  Vice
      President

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  FIFTH
      THIRD BANK,

                	
                  FIFTH
      THIRD BANK,

                
	
                  as
      U.S. Lender

                	
                  Canadian
      Branch, as Canadian Lender

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:
      /s/ William
      Krummen

                	
                  By:
      /s/ Steve
      Pepper

                
	
                  Name:

                	
                  William
      Krummen

                	
                  Name:

                	
                  Steve
      Pepper

                
	
                  Title:

                	
                  Vice
      President

                	
                  Title:

                	
                  Vice
      President

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  WELLS
      FARGO BANK, N.A.

                	
                  WELLS
      FARGO FINANCIAL CORPORATION

                
	
                  as
      U.S. Lender

                	
                  CANADA,

                
	 
      	 
      	
                  as
      Canadian Lender

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:
      /s/ Joseph
      Bianchin

                	
                  By:
      ____________________

                
	
                  Name:

                	
                  Joseph
      J. Bianchin, III

                	
                  Name:

                	 
      
	
                  Title:

                	
                  Vice
      President

                	
                  Title:

                	 
      
	 
      	 
      	 
      	 
      


        

      

    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              
                
                  	 
      	 
      	 
      	 
      	 
      
	
                          NATIONAL
      CITY BANK,

                        	
                          NATIONAL
      CITY BANK,

                        	 
      
	
                          as
      U.S. Lender

                        	
                          Canada
      Branch, as Canadian Lender

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          By:
      /s/ Susan
      Dimmick

                        	
                          By:
      /s/ Caroline
      Stade

                        	 
      
	
                          Name:

                        	
                          Susan
      J. Dimmick

                        	
                          Name:

                        	
                          Caroline
      Stade

                        	 
      
	
                          Title:

                        	
                          Senior
      Vice President

                        	
                          Title:

                        	
                          Senior
      Vice President

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          BANK
      OF MONTREAL

                        	
                          BANK
      OF MONTREAL,

                        	 
      
	
                          Chicago
      Branch as U.S. Lender

                        	
                          as
      Canadian Lender

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          By:
      _____________________

                        	
                          By:
      _____________________

                        	 
      
	
                          Name:

                        	 
      	
                          Name:

                        	 
      	 
      
	
                          Title:

                        	 
      	
                          Title:

                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          BANK
      OF AMERICA, N.A.

                        	
                          BANK
      OF AMERICA, N.A.

                        	 
      
	
                          as
      U.S. Lender

                        	
                          Canada
      Branch, as Canadian Lender

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          By:
      /s/ Michael
      Makaitis

                        	
                          By:
      /s/ Medina Sales de
      Andrade

                        	 
      
	
                          Name:

                        	
                          Michael
      K. Makaitis

                        	
                          Name:

                        	
                          Medina
      Sales de Andrade

                        	 
      
	
                          Title:

                        	
                          Vice
      President

                        	
                          Title:

                        	
                          Vice
      President

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          NATIONAL
      BANK OF CANADA,

                        	
                          NATIONAL
      BANK OF CANADA,

                        	 
      
	
                          New
      York Branch, as U.S. Lender

                        	
                          as
      Canadian Lender

                        	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          By:
      _____________________

                        	
                          By:
      _____________________

                        	 
      
	
                          Name:

                        	 
      	
                          Name:

                        	 
      	 
      
	
                          Title:

                        	 
      	
                          Title:

                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          LAURENTIAN
      BANK OF CANADA,

                        	 
      	 
      	 
      
	
                          as
      Canadian Lender

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                          By:
      _____________________

                        	 
      	 
      	 
      
	
                          Name:

                        	 
      	 
      	 
      	 
      
	
                          Title:

                        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


                

              

            

          

        

      

    

     

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      
        	
                VITRAN
      LOGISTICS LIMITED

              	
                EXPÉDITEUR
      T.W. LTÉE

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                By:
      /s/ Richard E.
      Gaetz

              	
                By:
      /s/ Richard E.
      Gaetz

              
	
                Name:

              	
                Richard
      E. Gaetz

              	
                Name:

              	
                Richard
      E. Gaetz

              
	
                Title:

              	
                Authorized
      Signatory

              	
                Title:

              	
                Authorized
      Signatory

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                1124708
      ONTARIO INC.

              	
                1124709
      ONTARIO INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                By:
      /s/ Richard E.
      Gaetz

              	
                By:
      /s/ Richard E.
      Gaetz

              
	
                Name:

              	
                Richard
      E. Gaetz

              	
                Name:

              	
                Richard
      E. Gaetz

              
	
                Title:

              	
                Authorized
      Signatory

              	
                Title:

              	
                Authorized
      Signatory

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                CAN-AM
      LOGISTICS INC.

              	
                1098304
      ONTARIO INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                By:
      /s/ Richard E.
      Gaetz

              	
                By:
      /s/ Richard E.
      Gaetz

              
	
                Name:

              	
                Richard
      E. Gaetz

              	
                Name:

              	
                Richard
      E. Gaetz

              
	
                Title:

              	
                Authorized
      Signatory

              	
                Title:

              	
                Authorized
      Signatory

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                ROUT-WAY
      EXPRESS LINES LTD./LES

              	
                DONEY
      HOLDINGS INC.

              
	
                SERVICES
      ROUTIERS EXPRESS ROUT LTÉE

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                By:
      /s/ Richard E.
      Gaetz

              	 
      	 
      
	
                Name:

              	
                Richard
      E. Gaetz

              	
                By:
      /s/ Richard E.
      Gaetz

              
	
                Title:

              	
                Authorized
      Signatory

              	
                Name:

              	
                Richard
      E. Gaetz

              
	 
      	 
      	
                Title:

              	
                Authorized
      Signatory

              
	 
      	 
      	 
      	 
      
	
                VITRAN
      ENVIRONMENTAL SYSTEMS INC.

              	
                SOUTHERN
      EXPRESS LINE OF ONTARIO

              
	 
      	 
      	
                LIMITED

              
	 
      	 
      	 
      	 
      
	
                By:
      /s/ Richard E.
      Gaetz

              	 
      	 
      
	
                Name:

              	
                Richard
      E. Gaetz

              	 
      	 
      
	
                Title:

              	
                Authorized
      Signatory

              	
                By:
      /s/ Richard E.
      Gaetz

              
	 
      	 
      	
                Name:

              	
                Richard
      E. Gaetz

              
	 
      	 
      	
                Title:

              	
                Authorized
      Signatory

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                0772703
      B.C. LTD.

              	
                1277050
      ALBERTA INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                By:
      /s/ Richard E.
      Gaetz

              	
                By:
      /s/ Richard E.
      Gaetz

              
	
                Name:

              	
                Richard
      E. Gaetz

              	
                Name:

              	
                Richard
      E. Gaetz

              
	
                Title:

              	
                Authorized
      Signatory

              	
                Title:

              	
                Authorized
      Signatory

              
	 
      	 
      	 
      	 
      


      

    

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      
        
          	 
      	 
      	 
      	 
      
	
                  VITRAN
      EXPRESS, INC.

                	
                  VITRAN
      EXPRESS WEST INC.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  By:
      /s/ Richard E.
      Gaetz

                
	
                  By:
      ___________________

                	
                  Name:

                	
                  Richard
      E. Gaetz

                
	
                  Name:

                	
                  Richard
      E. Gaetz

                	
                  Title:

                	
                  Authorized
      Signatory

                
	
                  Title:

                	
                  Authorized
      Signatory

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  KANSAS
      MOTOR FREIGHT CORP.

                	
                  R.A.
      CHRISTOPHER, INC.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:
      /s/ Richard E.
      Gaetz

                	
                  By:
      /s/ Richard E.
      Gaetz

                
	
                  Name:

                	
                  Richard
      E. Gaetz

                	
                  Name:

                	
                  Richard
      E. Gaetz

                
	
                  Title:

                	
                  Authorized
      Signatory

                	
                  Title:

                	
                  Authorized
      Signatory

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  VITRAN
      LOGISTICS, INC.

                	
                  FRONTIER
      TRANSPORT CORPORATION

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:
      /s/ Richard E.
      Gaetz

                	
                  By:
      /s/ Richard E.
      Gaetz

                
	
                  Name:

                	
                  Richard
      E. Gaetz

                	
                  Name:

                	
                  Richard
      E. Gaetz

                
	
                  Title:

                	
                  Authorized
      Signatory

                	
                  Title:

                	
                  Authorized
      Signatory

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  PJAX,
      INC.

                	
                  VITRAN
      LOGISTICS CORP.

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:
      /s/ Richard E.
      Gaetz

                	
                  By:
      /s/ Richard E.
      Gaetz

                
	
                  Name:

                	
                  Richard
      E. Gaetz

                	
                  Name:

                	
                  Richard
      E. Gaetz

                
	
                  Title:

                	
                  Authorized
      Signatory

                	
                  Title:

                	
                  Authorized
      Signatory

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  LAS
      VEGAS/L.A. EXPRESS, INC.

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:
      /s/ Richard E.
      Gaetz

                	 
      	 
      
	
                  Name:

                	
                  Richard
      E. Gaetz

                	 
      	 
      
	
                  Title:

                	
                  Authorized
      Signatory

                	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


        

      

    

     

     

    
      
         

      

      
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