Amendment No. 7 to Credit Agreement dated December 22, 2010



 Exhibit 10.14 
 AMENDMENT NO. 7 TO CREDIT AGREEMENT 
 THIS AMENDING AGREEMENT
is made as of the 22nd day of December, 2010, 
 B E T W E E N: 
 JPMORGAN CHASE BANK, N.A. (hereinafter referred to as the “Agent”) 
 - and - 
 THOSE BANKS WHOSE NAMES APPEAR ON THE SIGNATURE PAGES HERETO

 (hereinafter collectively referred to as the “Lenders”) 

- and - 

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

(hereinafter collectively referred to as the “Borrowers”) 

- and – 

THE GUARANTORS WHOSE NAMES APPEAR ON THE SIGNATURE PAGES HERETO 

(hereinafter collectively referred to as the “Guarantors”) 

WHEREAS the Agent, the Lenders and the Borrowers entered into a Credit Agreement dated as of July 31, 2007 (the
“Original Credit Agreement”); 
 AND WHEREAS the Agent, the Lenders, the Borrowers and the
Guarantors entered into Amendment No. 1 to Credit Agreement dated as of January 21, 2008 (the “First Amendment”); 
 AND WHEREAS the Agent, the Lenders, the Borrowers and the Guarantors entered into Amendment No. 2 to Credit Agreement dated as of April 10, 2008 (the “Second
Amendment”); 
 AND WHEREAS the Agent, the Lenders, the Borrowers and the Guarantors entered into Amendment
No. 3 to Credit Agreement dated as of December 30, 2008 (the “Third Amendment”); 
 AND
WHEREAS the Agent, the Lenders, the Borrowers and the Guarantors entered into Amendment No. 4 to Credit Agreement dated as of March 6, 2009 (the “Fourth Amendment”); 








  
 2. 

 AND WHEREAS the Agent, the Lenders, the Borrowers and the Guarantors entered into
Amendment No. 5 to Credit Agreement dated as of May 8, 2009 (the “Fifth Amendment”); 
 AND
WHEREAS the Agent, the Lenders, the Borrowers and the Guarantors entered into Amendment No. 6 to Credit Agreement dated as of September 17, 2009 (the “Sixth Amendment”) (the Original Credit Agreement as amended
by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth Amendment is hereinafter referred to as the “Credit Agreement”); 

AND WHEREAS the Borrowers have requested certain amendments to the Credit Agreement, and the Agent and the Lenders have agreed to
grant such amendments, subject to the terms and conditions set out in this Agreement; 
 NOW THEREFORE in consideration
of the premises and the agreements herein set out and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

ARTICLE I 

INTERPRETATION 
  

	1.1	Definitions. 


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

	1.2	References to Credit Agreement. 

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

 

	1.3	Continued Effectiveness. 

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

 

	1.4	Benefit of the Agreement. 

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








  
 3. 


	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. 
 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)	“EDC Indebtedness” means the Indebtedness of Vitran Corporation to Export Development Canada with respect to the acquisition of 1600 Oliver Avenue,
Indianapolis, Indiana in the maximum principal amount of US$3,500,000, maturing no earlier than the Maturity Date and on terms satisfactory to the Agent, acting reasonably, together with any guarantees to be delivered by other Obligors to Export
Development Canada in connection with such indebtedness only. 

  

	 	(ii)	“EDC Loan Documents” means the loan and security documentation which evidences the EDC Indebtedness and the guarantees and security therefor, in form
and substance satisfactory to the Agent, acting reasonably. 

  

	 	(iii)	“Permitted Finance Subsidiary Debt” means indebtedness from time to time of the U.S. Borrower to Vitran Hungary Zrt. or Vitran Lux in the maximum
principal amount of $145,110,960. 

  

	 	(iv)	“Vitran Lux” means Vitran S.a.r.l. 

  

	 	(b)	Section 1.1 of the Credit Agreement is hereby amended by deleting the following defined terms: 


 

	 	(i)	“National City Bank Indebtedness”; 

  

	 	(ii)	“National City Bank Loan Documents”; and 









  
 4. 


	 	(iii)	“Permitted Hungarian Debt”. 

  

	 	(c)	The definition of “Excluded Subsidiaries” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following: 

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

	 	(d)	The definition of “Permitted Debt” in Section 1.1 of the Credit Agreement is hereby amended by deleting paragraphs (e) and (f) thereof
in their entirety and replacing such paragraphs with the following: 

  

	 	“(e)	Permitted Finance Subsidiary Debt; 

  

	 	(f)	the EDC Indebtedness;” 

  

	 	(e)	The definition of “Permitted Disposition” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following: 

 ““Permitted Disposition” means (i) the sale, lease or other disposition
by the applicable Obligor of the properties listed on Part III of Schedule H hereto, (ii) the sale, lease or other disposition by an Obligor of any assets or property to another Obligor, and (iii) any other disposition of assets of any of
the Companies out of the ordinary course of business which is expressly consented to in writing by the Majority Lenders.” 
  

	 	(f)	The definition of “Permitted Liens” in Section 1.1 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end
of paragraph (p), (ii) deleting the “.” at the end of paragraph (q) and replacing such deletion with “; and”, and (iii) inserting the following paragraph (r): 


 

	 	“(r)	a mortgage in favour of Export Development Canada in respect of the EDC Indebtedness over the property municipally known as 1600 Oliver Avenue, Indianapolis,
Indiana.” 

  

	 	(g)	Section 11.2(b)(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 


 

	 	“(ii)	each of Vitran Hungary Zrt., Vitran Spain Holdings S.L., Vitran Delaware LLC and Shorthaul Transport Inc. (formerly Frontier Transport Corporation) may be wound up or
amalgamated on or before July 31, 2012.” 

  

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


 

	 	“(k)	 EDC Loan Documents. The Borrowers shall not suffer or permit (a) Vitran Corporation to amend, modify, supplement or restate the EDC Loan
Documents in any material respect without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed, (b) the EDC Indebtedness 










  
 5. 


	 	 
to mature before the Maturity Date, or (c) the EDC Indebtedness to be in a principal amount of greater than US$3,500,000. No Obligor shall make any prepayment of the EDC Indebtedness.”



  

	 	(i)	Section 11.1 of the Credit Agreement is hereby amended by inserting the following paragraph (ll): 


 

	 	“(ll)	Undertaking re: Mortgage. The Borrowers shall, and shall cause each of the Obligors to (a) register, or cause its counsel to register, against title to 1600
Oliver Avenue, Indianapolis, Indiana, a second priority mortgage in form and scope satisfactory to the Agent concurrently with registering the first mortgage in respect of such property in favour of Export Development Canada (or by such later date
agreed to by the Agent in writing in its sole discretion, acting reasonably), and (b) deliver to the Agent title insurance policies in respect of such property in form, scope and amount satisfactory to the Agent concurrently with delivering
such a policy to Export Development Canada (or by such later date agreed to by the Agent in writing in its sole discretion, acting reasonably).” 

  

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


 

	 	“(q)	Excluded Subsidiaries. The U.S. Borrower shall not pay any amount or amounts owing to any Excluded Subsidiary if a Default has occurred and is continuing or if
such payment would trigger the occurrence of a Default.” 

  

	 	(k)	The Credit Agreement is hereby amended by replacing all references to “Permitted Hungarian Debt” with “Permitted Finance Subsidiary Debt”.


  

	 	(l)	Schedule P to the Credit Agreement is hereby deleted in its entirety. 

 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 










  
 6. 

 
Documents to which it is a party. None of the Obligors is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

 

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

  

	 	(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 all in form and substance satisfactory to the Agent (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 by the Borrowers and the Guarantors; 


 

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









  
 7. 


	 	(c)	each of the Lenders party to this Agreement shall have received payment of a fee in an amount equal to $5,000; and 


 

	 	(d)	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. 
  

	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. 








  
 8. 


	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] 








  
 9. 

 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:
 Title:
	 	 Richard E. Gaetz
 President and
Chief Executive Officer
	 		 	 Name:
 Title:
	 	 Richard E. Gaetz
 Chief
Executive Officer


  

									
	VITRAN CORPORATION	 		 	 JPMORGAN CHASE BANK, N.A.,
 as Agent

					
	By:	 	/s/ Richard E. Gaetz	 		 	By:	 	/s/ Jeffrey Coleman
	 Name:
 Title:
	 	 Richard E. Gaetz
 Chief
Executive Officer
	 		 	 Name:
 Title:
	 	 Jeffrey Coleman
 Vice
President


  

									
	 JPMORGAN CHASE BANK, N.A.,
 Toronto Branch, as Canadian Lender
	 		 	 JPMORGAN CHASE BANK, N.A.
 as U.S. Lender

					
	By:	 	/s/ Jeffrey Coleman	 		 	By:	 	/s/ Jeffrey Coleman
	 Name:
 Title:
	 	 Jeffrey Coleman
 Vice
President
	 		 	 Name:
 Title:
	 	 Jeffrey Coleman
 Vice
President


  

									
	 FIFTH THIRD BANK,
 as U.S. Lender
	 		 	 FIFTH THIRD BANK,
 Canadian Branch, as Canadian Lender

					
	By:	 	/s/ William J. Krummen	 		 	By:	 	/s/ Christopher L. Gifford
	 Name:
 Title:
	 	 William J. Krummen
 Vice
President
	 		 	 Name:
 Title:
	 	 Christopher L. Gifford
 Vice
President & Principal Officer










  
 10. 



									
	 WELLS FARGO BANK, N.A.
 as U.S. Lender
	 		 	 WELLS FARGO FINANCIAL CORPORATION CANADA,
 as Canadian Lender

					
	By:	 	/s/ Jennifer Niebregge	 		 	By:	 	/s/ Janet Heinila
	 Name:
 Title:
	 	 Jennifer Niebregge

Officer
	 		 	 Name:
 Title:
	 	 Janet Heinila
 Vice
President


  

									
	 PNC BANK, NATIONAL ASSOCIATION
 as U.S. Lender
	 		 	 PNC BANK, Canada Branch,
 as Canadian Lender

					
	By:	 	/s/ Troy Brown	 		 	By:	 	/s/ Mike Danby
	 Name:
 Title:
	 	 Troy Brown
 Vice
President
	 		 	 Name:
 Title:
	 	 Mike Danby
 Assistant Vice
President


  

									
	 BANK OF MONTREAL
 Chicago Branch as U.S. Lender
	 		 	 BANK OF MONTREAL,
 as Canadian Lender

					
	By:	 	/s/ Joseph W. Linder	 		 	By:	 	/s/ Sean P. Gallaway
	 Name:
 Title:
	 	 Joseph Linder
 Vice
President
	 		 	 Name:
 Title:
	 	 Sean P. Gallaway
 Vice
President


  

									
	 BANK OF AMERICA, N.A.
 as U.S. Lender
	 		 	 BANK OF AMERICA, N.A.
 Canada Branch, as Canadian Lender

					
	By:	 	/s/ David Meehan	 		 	By:	 	/s/ David Meehan
	 Name:
 Title:
	 	 David Meehan
 Vice
President
	 		 	 Name:
 Title:
	 	 David Meehan
 Vice
President










  
 11. 



									
	 NATIONAL BANK OF CANADA,
 New York Branch, as U.S. Lender
	 		 	 NATIONAL BANK OF CANADA,
 as Canadian Lender

					
	By:	 	/s/ Vincent Lima	 		 	By:	 	/s/ Ben Ciallella
	Name:	 	Vincent Lima	 		 	Name:	 	Ben Ciallella
	Title:	 	Vice President	 		 	Title:	 	Managing Director

  

									
					
	By:	 	/s/ Peter Florillo	 		 	By:	 	/s/ Ian Gillespie
	Name:	 	Peter Florillo	 		 	Name:	 	Ian Gillespie
	Title:	 	Assistant Vice President Loan Administration	 		 	Title:	 	Managing Director

  

									
	 LAURENTIAN BANK OF CANADA,
 as Canadian Lender
	 		 	
					
	By:	 	/s/ Raj Butani	 		 		 	
	Name:	 	Raj Butani	 		 		 	
	Title:	 	Senior Manager	 		 		 	

  

									
					
	By:	 	/s/ Nancy Martinello	 		 		 	
	Name:	 	Nancy Martinello	 		 		 	
	Title:	 	Senior Manager	 		 		 	









  
 12. 



									
	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

  

									
	CAN-AM LOGISTICS INC.	 		 	1833660 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 SERVICES
 ROUTIERS EXPRESS ROUT LTÉE
	 		 	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

  

									
	VITRAN ENVIRONMENTAL SYSTEMS INC.	 		 	DONEY HOLDINGS 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

  

									
	0772703 B.C. LTD.	 		 	SOUTHERN EXPRESS LINE OF ONTARIO LIMITED
					
	By:	 	/s/ Richard E. Gaetz	 		 	By:	 	/s/ Richard E. Gaetz
	Name:	 	Richard E. Gaetz	 		 	Name:	 	Richard E. Gaetz
	Title:	 	Authorized Signatory	 		 	Title:	 	Authorized Signatory









  
 13. 



									
	VITRAN EXPRESS, INC.	 		 	1277050 ALBERTA INC.
					
	By:	 	/s/ Richard E. Gaetz	 		 	By:	 	/s/ Richard E. Gaetz
	 Name:
 Title:
	 	 Richard E. Gaetz
 Authorized
Signatory
	 		 	 Name:
 Title:
	 	 Richard E. Gaetz
 Authorized
Signatory


  

									
	SHORTHAUL TRANSPORT INC.	 		 	VITRAN LOGISTICS, INC.
					
	By:	 	/s/ Richard E. Gaetz	 		 	By:	 	/s/ Richard E. Gaetz
	 Name:
 Title:
	 	 Richard E. Gaetz
 Authorized
Signatory
	 		 	 Name:
 Title:
	 	 Richard E. Gaetz
 Authorized
Signatory


  

									
	LAS VEGAS/L.A. EXPRESS, INC.	 		 	VITRAN LOGISTICS CORP.
					
	By:	 	/s/ Richard E. Gaetz	 		 	By:	 	/s/ Richard E. Gaetz
	 Name:
 Title:
	 	 Richard E. Gaetz
 Authorized
Signatory
	 		 	 Name:
 Title:
	 	 Richard E. Gaetz
 Authorized
Signatory