8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 5, 2006

Vitran Corporation Inc.

(Exact name of registrant as specified in its charter)

ONTARIO, CANADA	000-26256	Not applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

185 The West Mall, Suite 701, Toronto, Ontario, Canada	M9C 5L5
(Address of principal executive offices)	(Zip code)

(Registrant’s telephone number, including area code) 416-596-7664

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

(a) On September 20, 2006 the Registrant amended its credit agreement, subject to the completion of the transaction in Item 1.01(b), with The Bank of Nova Scotia, Laurentian Bank of Canada and JPMorgan Chase Bank, attached hereto as Exhibit 10.5, and such amendment is incorporated in its entirety by reference herein.

(b) On October 2, 2006, Vitran, through it wholly-owned subsidiary Vitran Corporation, acquired all of the common shares of PJAX Freight System, a Pittsburgh, based less-than-truckload freight carrier, for total consideration of approximately $132 million, which consisted of $80.3 million in cash, $26.5 million of assumed debt, $13.2 million in Vitran stock and holdbacks totaling $12 million.

The foregoing is qualified by reference to Exhibits 2.2 and 10.6 to this current report on Form 8-K, which are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VITRAN CORPORATION INC.
	By:	/s/ Sean P. Washchuk
		Name:	Sean P. Washchuk
Date: October 5, 2006		Title:	Vice President Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
2.2	Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession — dated October 2, 2006
10.5	Material Definitive Agreement — dated September 20, 2006 Third Amended and Restated Credit Agreement
10.6	Share Purchase Agreement — dated October 2, 2006

EX-2.2

                             MATERIAL CHANGE REPORT

Item 1. Reporting Issuer

Vitran Corporation Inc.
185 The West Mall, Suite 701
Toronto, Ontario
M9C 5L5

Item 2. Date of Material Change

October 2, 2006

Item 3. Press Release

The Press Release was issued on October 2, 2006 and disseminated by CCN
Matthews. The Press Release was filed with SEDAR and EDGAR on October 2, 2006.

Item 4 Summary of Material Change

Vitran Corporation Inc. ("Vitran") through its subsidiary acquired all the
common shares of PJAX, Inc. based out of Pittsburgh, Pennsylvania. Vitran also
expanded its credit facility to $160.0 million.

Item 5 Full Description of Material Change

On October 2, 2006 Vitran, through its wholly-owned subsidiary Vitran
Corporation, acquired all of the common shares of Pittsburgh-based regional
less-than-truckload freight carrier PJAX, Inc. for total consideration of $132.0
million, comprised of $13.2 million of Vitran common shares, $26.5 million of
assumed debt and $92.3 million of cash. PJAX, Inc. will provide Vitran
additional coverage to the Eastern United States more specifically Pennsylvania,
Maryland, New Jersey, Delaware, West Virginia and Virginia.

Vitran also expanded its syndicated credit facility to $160.0 million,
consisting of an $80.0 million term facility, $60.0 revolving credit facility
and an additional $20.0 million acquisition rollover.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Confidentiality is not requested.

Item 7 Omitted Information

Information has not been omitted with respect to the material change.

Item 8 Senior Officer

Sean P. Washchuk, Vice President Finance and Chief Financial Officer,
416-596-7664

Item 9 Date of Report

DATED this 4th day of October, 2006

Vitran Corporation Inc.


By: /s/ SEAN P. WASHCHUK
    ---------------------------------
    Sean P. Washchuk
    Vice President Finance and
    Chief Financial Officer

EX-10.5

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                     BETWEEN

                             THE BANK OF NOVA SCOTIA

                                    AS AGENT

                                       AND

                            THE BANK OF NOVA SCOTIA,
                            LAURENTIAN BANK OF CANADA
                          AND JPMORGAN CHASE BANK, N.A.
                        AND OTHER FINANCIAL INSTITUTIONS

                                   AS LENDERS

                                       AND

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

                                  AS BORROWERS

                         DATED AS OF SEPTEMBER 20, 2006

                             (FASKEN MARTINEAU LOGO)

                            66 WELLINGTON STREET WEST
                             SUITE 4200, P.O. BOX 20
                           TORONTO DOMINION BANK TOWER
                             TORONTO-DOMINION CENTRE
                            TORONTO, ONTARIO M5K 1N6



                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 1 INTERPRETATION.................................................     2
1.1     Defined Terms....................................................     2
1.2     Other Usages.....................................................    22
1.3     Plural and Singular..............................................    22
1.4     Headings.........................................................    22
1.5     Currency.........................................................    22
1.6     Applicable Law...................................................    22
1.7     Time of the Essence..............................................    22
1.8     Non Banking Days.................................................    22
1.9     Consents and Approvals...........................................    23
1.10    Amount of Credit.................................................    23
1.11    Schedules........................................................    24
1.12    Extension of Credit..............................................    24
1.13    Joint and Several Obligations....................................    24
1.14    Paramountcy......................................................    24
1.15    Statute References...............................................    24
1.16    Meaning of Include...............................................    24

ARTICLE 2 CREDIT FACILITIES..............................................    24
2.1     Establishment of Credit Facilities...............................    24
2.2     Credit Restrictions..............................................    24
2.3     Lenders' Commitments.............................................    25
2.4     Reduction of Credit Facilities...................................    25
2.5     Termination of Credit Facilities.................................    25

ARTICLE 3 GENERAL PROVISIONS RELATING TO CREDITS.........................    26
3.1     Types of Credit Availments.......................................    26
3.2     Funding of Loans.................................................    26
3.3     Failure of Lender to Fund Loan...................................    27
3.4     Funding of Bankers' Acceptances..................................    28
3.5     BA Rate Loans....................................................    30
3.6     Inability to Fund U.S. Dollar Advances in Canada.................    30
3.7     Inability to Fund LIBOR Loan in the United States................    31
3.8     Timing of Credit Availments......................................    32
3.9     Time and Place of Payments.......................................    32
3.10    Remittance of Payments...........................................    32
3.11    Evidence of Indebtedness.........................................    33
3.12    Notice Periods...................................................    34
3.13    Overdraft Loans..................................................    34
3.14    General Provisions Relating to All Letters.......................    36
3.15    Agent's Discretion to Allocate...................................    37



                                       -i-



                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
ARTICLE 4 DRAWDOWN.......................................................    38
4.1     Drawdown Notice..................................................    38

ARTICLE 5 ROLLOVERS......................................................    38
5.1     Bankers' Acceptances.............................................    38
5.2     LIBOR Loans......................................................    39
5.3     Rollover Notice..................................................    39

ARTICLE 6 CONVERSIONS....................................................    40
6.1     Converting Loan to Other Type of Loan............................    40
6.2     Converting Loan to Bankers' Acceptances..........................    40
6.3     Converting Bankers' Acceptances to Loan..........................    40
6.4     Conversion Notice................................................    40
6.5     Absence of Notice................................................    41
6.6     Conversion After Default.........................................    41

ARTICLE 7 INTEREST AND FEES..............................................    41
7.1     Interest Rates...................................................    41
7.2     Calculation and Payment of Interest..............................    42
7.3     General Interest Rules...........................................    42
7.4     Selection of Interest Periods....................................    43
7.5     Acceptance Fees..................................................    43
7.6     Standby Fees.....................................................    43
7.7     Waiver...........................................................    44
7.8     Maximum Rate Permitted by Law....................................    44
7.9     Letter Fees......................................................    44

ARTICLE 8 RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS.................    45
8.1     Conditions of Credit.............................................    45
8.2     Change of Circumstances..........................................    45
8.3     Assignment as a Result of Change of Circumstances................    47
8.4     Indemnity Relating to Credits....................................    47
8.5     Indemnity for Transactional and Environmental Liability..........    48
8.6     Gross-Up for Taxes...............................................    49

ARTICLE 9 REPAYMENTS AND PREPAYMENTS.....................................    55
9.1     Repayment under Credit Facility 1................................    55
9.2     Repayment under Revolving Facilities.............................    56
9.3     Voluntary Prepayments............................................    56
9.4     Mandatory Prepayments under the Credit Facilities................    56
9.5     Repayments of Credit Excess......................................    56



                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
9.6     Reimbursement or Conversion on Presentation of Letters...........    57
9.7     Letters Subject to an Order......................................    58
9.8     Reimbursement Obligation for Maturing Bankers' Acceptances.......    58
9.9     Currency of Repayment............................................    58

ARTICLE 10 REPRESENTATIONS AND WARRANTIES................................    58
10.1    Representations and Warranties...................................    58
10.2    Survival of Representations and Warranties.......................    63

ARTICLE 11 COVENANTS.....................................................    64
11.1    Affirmative Covenants............................................    64
11.2    Restrictive Covenants............................................    69

ARTICLE 12 CONDITIONS PRECEDENT..........................................    72
12.1    Conditions Precedent to All Credit...............................    72
12.2    Conditions Precedent to Effectiveness of Agreement...............    72
12.3    Conditions Precedent to Each Extension of Credit Under Credit
        Facility 3.......................................................    74
12.4    Waiver...........................................................    75

ARTICLE 13 DEFAULT AND REMEDIES..........................................    75
13.1    Events of Default................................................    75
13.2    Bankers' Acceptances.............................................    78
13.3    Letters..........................................................    78
13.4    Refund of Overpayments...........................................    78
13.5    Remedies Cumulative..............................................    78
13.6    Set Off..........................................................    79

ARTICLE 14 THE AGENT.....................................................    79
14.1    Appointment and Authorization of Agent...........................    79
14.2    Interest Holders.................................................    80
14.3    Consultation with Counsel........................................    80
14.4    Documents........................................................    80
14.5    Agent as Lender..................................................    80
14.6    Responsibility of Agent..........................................    80
14.7    Action by Agent..................................................    80
14.8    Notice of Events of Default......................................    81
14.9    Responsibility Disclaimed........................................    81
14.10   Indemnification..................................................    81
14.11   Credit Decision..................................................    82
14.12   Successor Agent..................................................    82
14.13   Delegation by Agent..............................................    83
14.14   Waivers and Amendments...........................................    83



                                      -iii-



                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
14.15   Determination by Agent Conclusive and Binding....................    84
14.16   Redistribution of Payment........................................    84
14.17   Adjustments among Lenders after Acceleration.....................    84
14.18   Distribution of Notices..........................................    85
14.19   Decision to Enforce Security.....................................    85
14.20   Enforcement......................................................    85
14.21   Application of Cash Proceeds of Realization......................    85
14.22   Security Documents...............................................    86
14.23   Discharge of Security............................................    86

ARTICLE 15 GUARANTEE OF BORROWERS........................................    86
15.1    Guarantee........................................................    86
15.2    Nature of Guarantee..............................................    86
15.3    Liability Not Lessened or Limited................................    86
15.4    Agent not Bound to Exhaust Recourse..............................    88
15.5    Enforcement......................................................    88
15.6    Guarantee in Addition to Other Security..........................    88
15.7    Reinstatement....................................................    88
15.8    Waiver of Notice, etc............................................    88
15.9    Subrogation Rights...............................................    88
15.10   Postponement and Subordination of Claims.........................    88
15.11   Advances After Certain Events....................................    88

ARTICLE 16 MISCELLANEOUS.................................................    88
16.1    Waivers..........................................................    88
16.2    Notices..........................................................    88
16.3    Severability.....................................................    89
16.4    Counterparts.....................................................    89
16.5    Successors and Assigns...........................................    89
16.6    Participations and Assignments...................................    89
16.7    Entire Agreement.................................................    91
16.8    Further Assurances...............................................    91
16.9    Judgment Currency................................................    91
16.10   Waivers of Jury Trial............................................    92
16.11   USA Patriot Act..................................................    92


SCHEDULE A PRICING GRID

SCHEDULE B INDIVIDUAL COMMITMENTS

SCHEDULE C COMPLIANCE CERTIFICATE


                                      -iv-



                                TABLE OF CONTENTS
                                   (continued)



                                                                            PAGE
                                                                            ----
                                                                         
SCHEDULE D FORM OF ASSIGNMENT

SCHEDULE E FORM OF DRAWDOWN/ROLLOVER/CONVERSION NOTICE

SCHEDULE F LITIGATION

SCHEDULE G PERMITTED LIENS

SCHEDULE H FREEHOLD PARCELS

SCHEDULE I LEASEHOLD PARCELS

SCHEDULE J PLEDGED CAPITAL

SCHEDULE K BORROWING BASE CERTIFICATE

SCHEDULE L DISCLOSURE SCHEDULE

SCHEDULE M-1 ORGANIZATIONAL CHART PRE-TRANSACTION

SCHEDULE M-2 ORGANIZATIONAL CHART POST-TRANSACTION

SCHEDULE N SECURITY DOCUMENTS



                                       -v-



                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AGREEMENT made as of the 20th day of September, 2006.

BETWEEN:

          THE BANK OF NOVA SCOTIA, a Canadian chartered bank

          (herein, in its capacity as agent of the Lenders, called the "AGENT")

          - and -

          THE BANK OF NOVA SCOTIA, LAURENTIAN BANK OF CANADA, JPMORGAN CHASE
          BANK, N.A. and one or more financial institutions to whom any of the
          foregoing or their assigns may from time to time assign an undivided
          interest in the Loan Documents (as defined herein) and who agree to be
          bound by the terms hereof as a Lender (as defined herein)

          - and -

          VITRAN CORPORATION INC., a corporation incorporated under the laws of
          the Province of Ontario

          (herein called "VITRAN")

          - and -

          VITRAN EXPRESS CANADA INC., a corporation continued and amalgamated
          under the laws of the Province of Ontario

          (herein called "VITRAN EXPRESS" and, together with Vitran, the
          "CANADIAN BORROWERS")

          - and -

          VITRAN CORPORATION, a corporation incorporated under the laws of the
          State of Nevada

          (herein called the "U.S. BORROWER")

     WHEREAS certain of the Lenders established in favour of the Canadian
Borrowers a certain revolving/non revolving term credit facility and a certain
revolving term credit facility pursuant to a credit agreement made as of the
13th day of October, 1999 between the Agent, the Lenders and the Canadian
Borrowers (as amended, the "ORIGINAL CREDIT AGREEMENT");

     AND WHEREAS the Original Credit Agreement was amended and restated pursuant
to an amended and restated credit agreement made as of January 31, 2002 between
the Agent, the



                                      -2-


Lenders and the Canadian Borrowers (as amended, the "FIRST AMENDED AND RESTATED
CREDIT AGREEMENT");

     AND WHEREAS the First Amended and Restated Credit Agreement was amended and
restated pursuant to a second amended and restated credit agreement made as of
May 1, 2006 between the Agent, the Lenders and the Canadian Borrowers (as
amended, the "SECOND AMENDED AND RESTATED CREDIT AGREEMENT");

     AND WHEREAS the parties hereto wish to amend and restate the Second Amended
and Restated Credit Agreement upon the terms and conditions contained herein for
the purpose of, inter alia, adding the U.S. Borrower, as a borrower hereunder
and adding JPMorgan Chase, N.A., as a lender hereunder;

     NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto covenant and agree to amend and restate the Second Amended
and Restated Credit Agreement as follows:

                                    ARTICLE 1
                                 INTERPRETATION

1.1 DEFINED TERMS. The following defined terms shall for all purposes of this
agreement, or any amendment, substitute, supplement, replacement or addition
hereto, have the following respective meanings unless the context otherwise
specifies or requires or unless otherwise defined herein:

     "ACCOUNTS" of a particular U.S. Guarantor means all accounts, contract
     rights, instruments, documents, chattel papers, certified and uncertified,
     certificates and general intangibles, whether secured or unsecured, now
     existing or hereafter created or owned by such U.S. Guarantor, together
     with any and all proceeds of any of the foregoing.

     "ACQUISITION" means, as to any Person, (i) any purchase or other
     acquisition of all of the securities of any other Person, and (ii) any
     purchase or other acquisition of all or substantially all of the assets of
     any other Person or of assets consisting of a line of business of any other
     Person.

     "AFFECTED LENDER" shall have the meaning ascribed thereto in Section 8.3.

     "AFFILIATE" when used with respect to a Person, means any other Person
     which directly or indirectly through one or more intermediaries controls,
     or is controlled by, or is under common control with, such Person. The term
     "control" (including the correlative term "CONTROLLED") means the
     possession, directly or indirectly, of the power to direct or cause the
     direction of the management and policies of a Person, whether through the
     ownership of voting stock, by contract and otherwise.

     "AGGREGATE CONSIDERATION" means, in relation to an Acquisition, the total
     value of the consideration paid or liability assumed by the purchaser
     making such Acquisition and, for



                                      -3-


     the purposes of Section 11.2(h), less (x) cash on hand of any Person that
     is the subject of an Acquisition; (y) the value of equity issued by a
     purchaser which is issued as part of the purchase price for such
     Acquisition; and (z) such purchaser's cash on hand immediately prior to the
     Acquisition which will be used to pay all or part of the purchase price for
     such Acquisition.

     "ALTERNATE BASE RATE CANADA" means, for any particular day, 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 Canada for such day and
     (b) the aggregate of (i) the Federal Funds Effective Rate for such day and
     (ii) 1/2 of 1% per annum.

     "ALTERNATE BASE RATE 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
     and (b) the aggregate of (i) the Federal Funds Effective Rate at such time
     and (ii) 1/2 of 1% per annum.

     "APPLICABLE LAW" means all public laws, statutes, ordinances, decrees,
     judgments, codes, standards, acts, orders, by-laws, rules, regulations,
     Official Body consents, permits, binding policies and guidelines, and
     requirements of all Official Bodies, which now or hereafter may be lawfully
     applicable to and enforceable against any Company or its property or any
     part thereof.

     "APPLICABLE MARGIN" means the applicable margin set forth in Schedule A
     hereto. Changes in Applicable Margin are effective from the date on which
     Vitran is required to deliver the compliance certificate certifying the
     Debt to EBITDA Ratio for the most recently completed Fiscal Quarter.

     "ASSET PURCHASE AGREEMENT" means the real estate purchase agreement between
     Woodhurst Realty, LLC and Northridge Enterprises, L.P., as sellers, and the
     Target, as purchaser, pursuant to which the Target proposes to purchase the
     Target Properties from such sellers, substantially on the terms set out in
     the draft #1 of such real estate purchase agreement dated September 19,
     2006, a copy of which has been provided to the Agent, or as otherwise
     agreed to by the Lenders.

     "AVAILABLE CREDIT" means, at any particular time and with respect to a
     particular Revolving Facility, the aggregate amount, if any, by which the
     amount of such Revolving Facility at such time exceeds the aggregate amount
     of credit outstanding under such Revolving Facility at such time less, in
     the case of Credit Facility 2, the aggregate principal amount of
     outstanding Overdraft Loans.

     "BA DISCOUNTED PROCEEDS" means, in respect of any Bankers' Acceptances to
     be accepted by a Lender on any day, an amount (rounded to the nearest whole
     cent and with one-half of one cent being rounded up) calculated on such day
     by multiplying:

     (a)  the aggregate face amount of such Bankers' Acceptances; by

     (b)  the price, where the price is determined by dividing one by the sum of
          one plus the product of:



                                      -4-


          (i)  the BA Rate which is applicable to such Bankers' Acceptance
               (expressed as a decimal); and

          (ii) a fraction, the numerator of which is the number of days
               remaining in the term of such Bankers' Acceptances and the
               denominator of which is 365;

     with the price as so determined being rounded up or down to the fifth
     decimal place and .000005 being rounded up.

     "BA PROCEEDS" means, with respect to a particular Bankers' Acceptance, the
     BA Discounted Proceeds with respect thereto less the amount of the
     acceptance fees in respect of such Bankers' Acceptance calculated in
     accordance with Section 7.5.

     "BA RATE" means, with respect to an issue of Bankers' Acceptances with the
     same maturity date to be accepted by a Lender hereunder, the discount rate
     per annum, calculated on the basis of a year of 365 days, (i) equal to, as
     determined by the Agent, the arithmetic average (rounded upwards to the
     nearest multiple of 0.01%) of the discount rates of the Reference Lenders
     that appear on the Reuters Screen CDOR Page for the Reference Lenders at or
     about 10:00 a.m. (Toronto time) on the date of issue and acceptance of such
     Bankers' Acceptances, for bankers' acceptances having a comparable face
     value and an identical maturity date to the face value and maturity date of
     such issue of Bankers' Acceptances or (ii) if such rate does not appear on
     such Page for any Reference Lender, equal to the rate per annum for
     Canadian dollar bankers' acceptances having such term which is quoted by
     such Reference Lender at such time.

     "BA RATE LOANS" shall have the meaning ascribed thereto in Section 3.5.

     "BANKERS' ACCEPTANCE" means a depository bill or bill of exchange (a) drawn
     by a Canadian Borrower and accepted by a Canadian Lender, (b) denominated
     in Canadian dollars, (c) having a term of 30 to 180 days, (d) issued and
     payable only in Canada and (e) having a face amount of at least CDN$200,000
     and otherwise in an integral multiple of CDN$1,000.

     "BANKING DAY" means, when used in respect of Prime Rate Loans, Bankers'
     Acceptances and Letters, any day other than a Saturday or a Sunday on which
     banks generally are open for normal banking business in Toronto, Ontario
     and, when used in respect of LIBOR Loans, means any day other than a
     Saturday or a Sunday on which banks generally are open for normal banking
     business in Toronto, Ontario, New York, New York, and London, England and,
     on which transactions may be undertaken in the London interbank market and
     when used in respect of all other Loans, means any day other than a
     Saturday or Sunday on which banks generally are open for normal banking
     business in Toronto, Ontario and New York, New York.

     "BASE RATE CANADA" means the variable rate of interest per annum,
     calculated on the basis of a 360-day year for the actual number of days
     elapsed, equal to the rate of interest determined by the Agent from time to
     time as the base rate of the Agent for United States dollar loans made by
     the Agent in Canada from time to time, being a variable per annum reference
     rate of interest adjusted automatically upon change by the Agent.



                                      -5-


     "BASE RATE CANADA LOAN" means monies lent by the Canadian Lenders to a
     Canadian Borrower hereunder in United States dollars and upon which
     interest accrues at a rate referrable to the Alternate Base Rate Canada.

     "BASE RATE NEW YORK" means the variable rate of interest per annum
     determined by the Agent from time to time as its base rate for United
     States dollar loans made by the Agent in the United States from time to
     time, being a variable per annum reference rate of interest adjusted
     automatically upon change by the Agent, calculated on the basis of a year
     of 360 days.

     "BASE RATE NEW YORK LOAN" means monies lent by the U.S. Lenders to the U.S.
     Borrower and upon which interest accrues at a rate referable to the
     Alternate Base Rate New York.

     "BORROWERS" MEANS THE CANADIAN BORROWERS AND THE U.S. BORROWER AND
     "BORROWER" means any of the Borrowers.

     "BORROWING BASE" means, at any time, the aggregate of (a) 75% of
     Receivables Value and (b) 50% of Inventory Value, less the value of all
     Prior Claims, all as reported on the most recent Borrowing Base Certificate
     delivered pursuant to Section 11.1.

     "BORROWING BASE CERTIFICATE" means a certificate in the form attached as
     Schedule K hereto.

     "BRANCH OF ACCOUNT" means the Canadian Branch of Account in the case of the
     Canadian Borrowers and or the U.S. Branch of Account in the case of the
     U.S. Borrower.

     "BUSINESS" means the business of the Borrowers and the Subsidiaries, being
     the provision of freight and distribution services and ancillary services
     thereto carried on by the Borrowers and the Subsidiaries in Canada and the
     United States.

     "CANADIAN BRANCH OF ACCOUNT" means the Toronto Main branch of The Bank of
     Nova Scotia located at Scotia Plaza, 44 King Street West, Toronto, Ontario
     or such other branch or office of the Agent located in Canada as the
     Canadian Borrowers and the Agent may agree upon.

     "CANADIAN DOLLAR EQUIVALENT" means the Exchange Equivalent in Canadian
     dollars of any amount of United States dollars.

     "CANADIAN LENDERS" means the financial institutions set out and described
     as such in Schedule B as amended from time to time and their successors and
     permitted assigns.

     "CANADIAN QUALIFIED LENDER" means a Person which (i) is not a
     "non-resident" within the meaning of the Tax Act, or (ii) is an "authorized
     foreign bank" within the meaning of the Tax Act, but only in respect of an
     amount payable with respect to any outstanding credit or portion thereof
     that is paid or credited in respect of its "Canadian banking business"
     within the meaning of the Tax Act.



                                      -6-


     "CAPITAL EXPENDITURES" means, for any particular period, the amount which
     would, in accordance with generally accepted accounting principles and on a
     consolidated basis, be considered to be capital expenses of Vitran for such
     period (specifically including those financed through capital leases but
     specifically excluding capital expenses of up to (i) ___________ or the
     Canadian Dollar Equivalent thereof incurred in the aggregate to acquire
     land and undertake any construction thereon in Canada, and (ii) ___________
     incurred in the United States), net any proceeds of disposition of capital
     assets during such period up to a maximum of ___________ per annum or the
     Canadian Equivalent thereof for any fiscal year.

     "CASH COLLATERAL ACCOUNT" means a special purpose deposit account
     established by the Borrowers with the Agent to deal with prepayments of
     outstanding Letters hereunder in the manner set forth herein.

     "CASH PROCEEDS OF REALIZATION" means the aggregate of (i) all Proceeds of
     Realization in the form of cash and (ii) all cash proceeds of the sale or
     disposition of non-cash Proceeds of Realization, in each case expressed in
     U.S. dollars.

     "CDN$" means the lawful currency of Canada.

     "CERCLA" means the Comprehensive Environmental Response, Compensation and
     Liability Act of 1980 of the United States, as amended by the Superfund
     Amendments and Reauthorization Act and as further amended from time to
     time, and any successor statute and including all regulations issued under
     all such statutes.

     "CODE" means the Internal Revenue Code of 1986 of the United States, as
     amended from time to time, and any successor statute and including all
     regulations issued under all such statutes.

     "COMPANIES" means the Borrowers and the Subsidiaries.

     "CONVERSION NOTICE" shall have the meaning ascribed thereto in Section 6.4.

     "CREDIT EXCESS" means, as at a particular date and with respect to a
     particular Credit Facility, the amount, if any, by which the aggregate
     amount of credit outstanding under such Credit Facility as at the close of
     business on such date exceeds the amount of such Credit Facility (as such
     amount may be reduced from time to time pursuant to the terms hereof) as at
     the close of business on such date.

     "CREDIT FACILITIES" means Credit Facility 1, Credit Facility 2 and Credit
     Facility 3 and "Credit Facility" means any of the Credit Facilities.

     "CREDIT FACILITY 1" means the non-revolving term credit facility
     established by the Lenders in favour of the Borrowers pursuant to Section
     2.1(a).

     "CREDIT FACILITY 2" means the revolving term credit facility established by
     the Lenders in favour of the Borrowers pursuant to Section 2.1(b).



                                      -7-


     "CREDIT FACILITY 3" means the revolving term acquisition credit facility
     established by the Lenders in favour of the Borrowers pursuant to Section
     2.1(c).

     "DEBT" means, at any particular time, with respect to any Company, the
     aggregate of the amounts which would, in accordance with generally accepted
     accounting principles, be classified on the consolidated balance sheet of
     such Company at such time as indebtedness for borrowed money of such
     Company (including all obligations of such Company in respect of bankers'
     acceptances issued or created for the account of such Company and then
     outstanding and in respect of letters of credit and letters of guarantee
     issued for the account of such Company and then outstanding) and as capital
     leases of such Company.

     "DEBT TO EBITDA RATIO" means, for a particular Fiscal Quarter, the ratio of
     (i) Debt of Vitran as at the last day of such Fiscal Quarter to (ii)
     Rolling EBITDA for such Fiscal Quarter.

     "DEFAULT" means any event which is or which, with the passage of time, the
     giving of notice or both, would be an Event of Default.

     "DEFAULTING LENDER" shall have the meaning ascribed thereto in Section 3.3.

     "DESIGNATED ACCOUNT" means, with respect to transactions in a particular
     currency under the Credit Facilities, the account of a particular Borrower
     maintained by the Agent at the relevant Branch of Account for the purposes
     of transactions in such currency under the Credit Facilities.

     "DRAFT" means any draft, bill of exchange, receipt, acceptance, demand or
     other request for payment drawn or issued under or in respect of a Letter.

     "DRAWDOWN NOTICE" shall have the meaning ascribed thereto in Section 4.1.

     "EBITDA" means, for any particular period, Net Income (excluding, in the
     calculation of Net Income, any dividends other than cash dividends received
     in the ordinary course from entities in which such Person has an equity
     interest which are not directly or indirectly subsidiaries of such Person
     provided that such cash dividend amount shall be limited to a maximum of
     10% of the EBITDA calculated only in respect of any Person) for such period
     plus, to the extent deducted in determining Net Income, the aggregate of
     (a) Interest Expenses for such period, (b) consolidated income tax expenses
     of Vitran for such period, (c) consolidated depletion, depreciation and
     amortization expenses and other non cash expenses of Vitran for such
     period, and, provided that for purposes of calculating EBITDA for any
     period, the EBITDA during such period attributable to any Acquisition by a
     Borrower or any Subsidiary 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 Borrower 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



                                      -8-


     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.

     "EBITDA TO CAPITAL EXPENDITURES AND INTEREST EXPENSES RATIO" means, for a
     particular Fiscal Quarter, the ratio of (i) Rolling EBITDA for such Fiscal
     Quarter to (ii) the aggregate of Rolling Interest Expenses and Rolling
     Capital Expenditures for such Fiscal Quarter.

     "ENVIRONMENTAL LAWS" means all Applicable Law relating in full or in part
     to the protection of the environment or human health or relating to the
     manufacture, processing, management, distribution, use, collection,
     treatment, storage, generation, release, spill, leak, pumping, pouring,
     emitting, adding, emptying, injection, escape, leaching, throwing, placing,
     exhausting, dumping, spraying, burial, abandonment, incineration, seepage,
     placement, emission, deposit, issuance, discharge or disposal, transport,
     transfer or handling of any contaminant, pollutant, waste of any nature,
     hazardous or toxic substance or material or dangerous good as defined,
     judicially interpreted or identified in any Environmental Law or any
     substance that causes or may cause harm or degradation to the environment
     or injury to human health and includes any condition, circumstance,
     pollutant, contaminant, waste, hazardous waste, deleterious, toxic or
     hazardous substance or dangerous good present in such quantity or state
     that it contravenes any Environmental Laws or gives rise to any losses,
     claims, liability or obligation under any Environmental Law.

     "ENVIRONMENTAL ORDER" means any order, judgment, ruling, variance, decree,
     publication or declaration of or by any Official Body pursuant to any
     Environmental Law.

     "ENVIRONMENTAL PERMIT" means any authorization, consent, approval, license,
     permit, concession, certification, exemption or filing by or with any
     Official Body pursuant to any Environmental Law.

     "ERISA" means the Employee Retirement Income Security Act of 1974 of the
     United States, as amended from time to time, and any successor statute and
     including all regulations issued under all such statutes.

     "ERISA AFFILIATE" shall mean any trade or business (whether or not
     incorporated) that is a member of a group of which any Borrower is a member
     and which group is treated as a single employer under Section 414(b) or (c)
     of the Code or Section 4001 of ERISA.

     "ERISA COMPANIES" means the Borrowers and the ERISA Affiliates and "ERISA
     Company" means any of the ERISA Companies.

     "EQUITY" means, at any particular time, the amount which would, in
     accordance with generally accepted accounting principles, be classified
     upon the consolidated balance sheet of Vitran at such time as shareholders'
     equity of Vitran.

     "EVENT OF DEFAULT" means any one of the events set forth in Section 13.1.



                                      -9-


     "EXCHANGE EQUIVALENT" means, as of any particular date, with reference to
     any amount (the "ORIGINAL AMOUNT") expressed in either Canadian or United
     States dollars (the "ORIGINAL CURRENCY"), the amount expressed in the other
     currency which would be required to buy the original amount of the original
     currency using the noon spot rate of exchange for Canadian interbank
     transactions applied in converting the other currency into the original
     currency published by the Agent for such date.

     "FEDERAL FUNDS EFFECTIVE RATE" means, for any particular day, the variable
     rate of interest per annum, calculated on the basis of a 360-day year and
     for the actual number of days elapsed, equal to the weighted average of the
     rates on overnight federal funds transactions in United States dollars with
     members of the Federal Reserve System arranged by United States federal
     funds brokers as published for such day (or, if such day is not a Banking
     Day, for the next preceding Banking Day) by the Federal Reserve Bank of New
     York or, for any Banking Day on which such rate is not so published by the
     Federal Reserve Bank of New York, the average of the quotations for such
     day for such transactions received by the Agent from three United States
     federal funds brokers of recognized standing selected by the Agent.

     "FEE LETTER" means the fee letter dated August 30, 2006 between the Lenders
     and the Borrowers and pursuant to which the Borrowers agree to pay certain
     fees to the Agent and the Lenders.

     "FINANCE PARTIES" means the Agent and the Lenders.

     "FINANCIAL STATEMENTS" means the audited consolidated financial statements
     of Vitran for the Fiscal Year ending on or about December 31, 2005 and the
     unaudited consolidated financial statements of Vitran for the six-month
     period ending on or about June 30, 2006.

     "FINANCING LEASE" means any lease of property, real or personal, the
     obligations of the lessee in respect of which are required in accordance
     with generally accepted accounting principles to be capitalized on the
     balance sheet of the lessee (including, without limitation, any such lease
     forming part of a sale-leaseback transaction).

     "FISCAL QUARTER" means any of the three-month periods ending on the last
     day of March, June, September or December in each year.

     "FISCAL YEAR" means any of the twelve-month periods ending on the last day
     of December in each year.

     "F.R.S. BOARD" means the Board of Governors of the Federal Reserve System
     of the United States or any successor thereto.

     "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" means generally accepted
     accounting principles in effect in the United States of America from time
     to time.

     "GUARANTEE" means the second amended and restated guarantee agreement
     entered into as of the date hereof by the Guarantors in favour of the Agent
     and the Lenders, as the



                                      -10-


     same may be amended, modified, supplemented or replaced from time to time,
     and pursuant to which the Guarantors jointly and severally guaranteed the
     payment and performance of the Secured Obligations of the Borrowers.

     "GUARANTORS" means, collectively, Vitran Logistics Limited (formerly The
     Freight Connection Canada Inc.), Expediteur T.W. Ltee., 1124708 Ontario
     Inc., 1124709 Ontario Inc., Can-Am Logistics Inc., 1098304 Ontario Inc.,
     Doney Holdings Inc., Rout-Way Express Lines Ltd./Les Services Routiers
     Express Rout Ltee, Southern Express Lines of Ontario Limited, Vitran
     Environmental Systems Inc., TW Express, Inc., Borcross LTL Freight Services
     Corporation, Vitran Express, Inc., Frontier Transport Corporation, Vitran
     Logistics, Inc., Vitran Logistics Corp. (formerly The Freight Connection
     Inc.), R.A. Christopher, Inc., Kansas Motor Freight Corp., 2022219 Ontario
     Inc., Vitran Express West, Inc. and, upon completion of the Transaction,
     Target and its Subsidiaries (but only after execution and delivery of an
     instrument of adhesion to the Guarantee referred to in Section 11.1(t)(i))
     and otherwise any Subsidiaries who become Guarantors pursuant to Section
     11.1(o), and "GUARANTOR" means any one of the foregoing.

     "HAZARDOUS MATERIALS" means:

     (a)  any "hazardous substance", as defined by CERCLA;

     (b)  any "hazardous waste", as defined by the Resource Conservation and
          Recovery Act of the United States, as amended from time to time, or
          any successor statute;

     (c)  any petroleum product, asbestos, polychlorinated biphenyl (PCB),
          natural gas, natural gas liquids, liquified natural gas or synthetic
          gas usable for fuel;

     (d)  any material defined as "hazardous waste" pursuant to 40 Code of
          Federal Regulations Part 261 or any "hazardous chemical" as defined
          pursuant to 29 Code of Federal Regulations Part 1910; or

     (e)  any pollutant or contaminant or hazardous or toxic chemical, material
          or substance within the meaning of any applicable federal, state,
          provincial or local law, regulation, ordinance or requirement
          (including consent decrees and administrative orders) relating to or
          imposing liability or standards of conduct concerning any hazardous or
          toxic waste, substance or material or concerning the environment or
          public health, all as in effect on the applicable date.

     "INDIVIDUAL COMMITMENT" means, with respect to a particular Lender and a
     particular Credit Facility, the amount set forth in Schedule B attached
     hereto, as reduced or amended from time to time pursuant to Sections 2.3,
     8.3 and 16.6, as the individual commitment of such Lender under such Credit
     Facility.

     "INTEREST EXPENSES" means, for any period, the amount which would, in
     accordance with generally accepted accounting principles, be classified on
     the consolidated statement of earnings of Vitran for such period as the
     cash interest expense of Vitran (including, without limitation, interest on
     amounts under capital leases).



                                      -11-


     "INTEREST PERIOD" means, in the case of any LIBOR Loan, the applicable
     period for which interest on such Loan shall be calculated pursuant to
     Article 7.

     "INVENTORY VALUE" means, as of the date of the applicable Borrowing Base
     Certificate, the value expressed in Canadian Dollars (or the Exchange
     Equivalent thereof) of all inventory owned by the Obligors and held by the
     Obligors for sale in the ordinary course of business, valued on the basis
     of Vitran's inventory and receivables statement dated as of the month end
     that the relevant Borrowing Base Certificate references, prepared in
     accordance with generally accepted accounting principles, but in any event
     valued at the lower of the Obligors', net purchase cost (FIFO) or
     prevailing market value, excluding, however, the value of an inventory of
     the Obligors which consists of:

     (a)  any inventory located outside of the United States or Canada other
          than on a temporary basis for testing or promotional purposes;

     (b)  any inventory (other than inventory in transit) located outside of a
          state, province or other jurisdiction in which the Agent has properly
          perfected the liens of the Agent on its behalf and on behalf of the
          other Lenders under the Security other than on a temporary basis for
          testing or promotional purposes;

     (c)  any inventory which is subject to Liens other than Permitted Liens;

     (d)  any inventory not in the actual possession of, or in transit to or
          from, an Obligor other than on a temporary basis for testing or
          promotional purposes;

     (e)  any inventory in the possession of a bailee, warehouseman, consignee,
          processor or similar third party unless the Agent has received a
          waiver and consent from such party;

     (f)  any inventory located on premises leased or rented to an Obligor or
          otherwise not owned by an Obligor, unless: (i) the Agent has received
          a waiver and consent from the lessor, landlord and/or owner; (ii) such
          inventory is located in the Province of Quebec and the landlord of
          such premises does not have a legal or conventional hypothec with
          respect to such inventory or the relevant Obligor and the Agent has
          received a waiver and consent from such landlord in form and substance
          satisfactory to the Agent; (iii) a rent reserve representing three
          months rent for such premises is deducted from the Inventory Value; or
          (iv) the aggregate value of all such inventory not within (i) to (iii)
          above represents less than 25% of the total value of inventory, with
          "value" being determined as the lower of the relevant Obligor's net
          purchase cost (FIFO) or the prevailing market value of the inventory;

     (g)  any inventory, the sale or other disposition of which has given rise
          to an account receivable;

     (h)  any inventory which is not in good condition or is obsolete or is
          defective and unmerchantable;



                                      -12-


     (i)  following the occurrence of an Event of Default that is continuing,
          any inventory which the Agent determines in its reasonable credit
          judgment to be ineligible because the Agent and the Lenders feel it
          may be impaired or their ability to realize such value may be
          insecure; and

     (j)  inventory in respect of which any of the representations and
          warranties set forth in the Security Documents with respect to
          inventory is not true and correct in all material respects on such
          date.

     "ISSUING LENDER" means The Bank of Nova Scotia or any other Lender selected
     by the Agent and acceptable to the Borrowers who assumes in writing with
     Borrowers, the Lenders and the Agent the obligation of issuing Letters
     under Credit Facility 2 on behalf of the Lenders.

     "LENDERS" means the Canadian Lenders and the U.S. Lenders and "LENDER"
     means any of the Lenders.

     "LETTERS" means standby and documentary letters of credit issued by the
     Issuing Lender (i) at the request, and on the credit, of the Borrower and
     (ii) on behalf of the Borrower and, if applicable, a Subsidiary of the
     Borrower, each being denominated in Canadian or United States dollars
     having a term of not more than three years, being issued to a named
     beneficiary and being otherwise in a form satisfactory to the Issuing
     Lender.

     "LIBOR" means the interest rate per annum, calculated on the basis of a
     360-day year, determined by the Agent for a particular Interest Period to
     be the rate of interest per annum, which appears on the Telerate Page 3750
     at approximately 11:00 a.m. (London time) two Banking Days before the first
     day of such Interest Period for borrowings in United States dollars for a
     period comparable to such Interest Period and in an amount approximately
     equal to the amount of the LIBOR Loan to be outstanding during such
     Interest Period.

     "LIBOR LOAN" means monies lent by the Lenders to the Borrowers hereunder in
     United States dollars and upon which interest accrues at a rate referrable
     to LIBOR.

     "LIEN" means any deed of trust, mortgage, charge, hypothec, assignment,
     pledge, lien, vendor's privilege, supplier's right of reclamation or other
     security interest or encumbrance of whatever kind or nature, regardless of
     form and whether consensual or arising by law (statutory or otherwise),
     that secures the payment of any indebtedness or liability or the observance
     or performance of any obligation.

     "LOAN DOCUMENTS" means this agreement, the Fee Letter, the Guarantee and
     the Security Documents.

     "LOANS" means LIBOR Loans, Base Rate Canada Loans, Base Rate New York
     Loans, Prime Rate Loans and BA Rate Loans.

     "MAJORITY LENDERS" means, at any particular time, such group of at least
     two Lenders which, in the aggregate, have extended at least two-thirds of
     the total amount of credit



                                      -13-


     outstanding under the Credit Facilities at such time or, if no credit is
     then outstanding, such group of at least two Lenders which, in the
     aggregate, have Individual Commitments which are equal to at least
     two-thirds of the total amount of the Individual Commitments of all of the
     Lenders at such time.

     "MATERIAL ADVERSE CHANGE" means any change of circumstances or any event
     which would have a Material Adverse Effect.

     "MATERIAL ADVERSE EFFECT" means an adverse effect on the financial
     condition or operations of the Borrowers on a consolidated basis which,
     individually or as part of a series of adverse effects, would have a
     material adverse effect on the ability of the Borrowers to perform any of
     their payment obligations hereunder.

     "MATERIAL SUBSIDIARIES" means any Subsidiary whose total assets (as
     recorded on its consolidated balance sheet in accordance with generally
     accepted accounting principles) exceed 5% of the total assets of Vitran and
     its Subsidiaries on a consolidated basis (as recorded on Vitran's
     consolidated balance sheet in accordance with generally accepted accounting
     principles).

     "MATURITY DATE" means September 30, 2009.

     "MULTIEMPLOYER PLAN" shall mean a multiemployer plan as defined in Section
     4001(a)(3) of ERISA to which any ERISA Company is making or accruing an
     obligation to make contributions, or has within any of the preceding five
     plan years made or accrued an obligation to make contributions.

     "NATIONAL CITY BANK INDEBTEDNESS" means the Indebtedness of the Target to
     National City Bank of Pennsylvania with respect to a U.S.$4,187,000 secured
     term loan maturing September 1, 2010 to be provided by National City Bank
     of Pennsylvania to the Target and otherwise on terms satisfactory to the
     Lenders.

     "NATIONAL CITY BANK LOAN DOCUMENTS" means the credit, guarantee and
     security documentation which evidences the National City Bank Indebtedness
     and the guarantees thereof and the security therefor, in form and substance
     satisfactory to the Lenders.

     "NET INCOME" means, for any period, the amount which would, in accordance
     with generally accepted accounting principles, be classified on the
     consolidated statement of earnings of Vitran for such period as the net
     income of Vitran, before extraordinary or unusual items.

     "OBLIGORS" means, collectively but without duplication, the Borrowers and
     the Guarantors.

     "OFFICIAL BODY" means any national government or government of any
     political subdivision thereof, or any agency, authority, board, central
     bank, monetary authority, commission, department or instrumentality
     thereof, or any court, tribunal, grand jury, mediator or arbitrator,
     whether foreign or domestic, or any non-governmental regulating



                                      -14-


     authority to the extent that the rules, regulations and orders of such body
     have the force of law.

     "ORDER" means an order, judgment, injunction or other determination by an
     Official Body restricting payment by the Issuing Lender under and in
     accordance with a Letter or extending the Issuing Lender's liability under
     a Letter beyond the expiration date stated therein.

     "OVERDRAFT LENDER" means The Bank of Nova Scotia or any other Lender
     selected by the Agent and acceptable to the Borrowers who assumes in
     writing with the Borrowers, the Lenders and the Agent the obligation of
     making Overdraft Loans under Credit Facility 2.

     "OVERDRAFT LOAN" shall have the meaning ascribed thereto in Section
     3.13(a).

     "PBGC" means Pension Benefit Guaranty Corporation.

     "PERMITTED DEBT" means, with respect to the Companies:

     (a)  indebtedness of the Borrowers under this agreement;

     (b)  accounts payable and accrued liabilities incurred by the Companies in
          the ordinary course of business;

     (c)  indebtedness of the Companies which is secured by a Permitted Lien;

     (d)  indebtedness of any Company to an affiliate of such Company;

     (e)  until September 1, 2010, the National City Bank Indebtedness in a
          principal amount not exceeding U.S.$4,200,000; and

     (f)  other indebtedness of any of the Companies approved by the Lenders.

     "PERMITTED DISPOSITION" means (i) any sale, lease or other disposition of
     the shares or assets of ___________________________________________________
     or (ii) the sale, lease or other disposition by Vitran Express of the lands
     described in Certificate of Title Nos. 1360918, 1357053 and 1357051 of the
     Winnipeg Land Titles Office in respect of which the Agent has been granted
     a mortgage in form and substance satisfactory to the Lenders, (iii) the
     sale, lease or other disposition by the Target of any of the Surplus
     Properties at fair market value and (iv) 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 all of the Lenders.

     "PERMITTED LIENS" means any one or more of the following with respect to
     the assets of the Companies:

     (a)  inchoate or statutory Liens for Taxes, assessments and other
          governmental charges or levies which are not delinquent (taking into
          account any relevant grace



                                      -15-


          periods) or the validity of which are currently being contested in
          good faith by appropriate proceedings and in respect of which there
          shall have been set aside a reserve (segregated to the extent required
          by generally accepted accounting principles) in an amount which is
          adequate therefor;

     (b)  inchoate or statutory Liens of contractors, subcontractors, mechanics,
          workers, suppliers, materialmen, carriers and others in respect of
          construction, maintenance, repair or operation of assets of the
          Companies, provided that such Liens are related to obligations not due
          or delinquent (taking into account any applicable grace or cure
          periods), are not registered as encumbrances against title to any
          assets of the Companies and adequate holdbacks are being maintained as
          required by applicable legislation or such Liens are being contested
          in good faith by appropriate proceedings and in respect of which there
          shall have been set aside a reserve (segregated to the extent required
          by generally accepted accounting principles) in an amount which is
          adequate with respect thereto and provided further that such Liens do
          not in the aggregate materially detract from the value of the assets
          of the Companies encumbered thereby or materially interfere with the
          use thereof in the operation of the business of the Companies;

     (c)  easements, rights-of-way, servitudes, restrictions and similar rights
          in real property comprised in the assets of the Companies or interests
          therein granted or reserved to other persons, provided that such
          rights do not in the aggregate materially detract from the value of
          the assets of the Companies subject thereto or materially interfere
          with the use thereof in the operation of the business of the
          Companies;

     (d)  title defects or irregularities which are of a minor nature and which
          do not in the aggregate materially detract from the value of the
          assets of the Companies encumbered thereby or materially interfere
          with the use thereof in the operation of the business of the
          Companies;

     (e)  Liens incidental to the conduct of the business or the ownership of
          the assets of the Companies (other than those described in clauses (f)
          and (g) of this definition) which were not incurred in connection with
          the borrowing of money or the obtaining of advances or credit
          (including, without limitation, unpaid purchase price), and which do
          not in the aggregate materially detract from the value of the assets
          of the Companies encumbered thereby or materially interfere with the
          use thereof in the operation of the business of the Companies;

     (f)  Liens securing appeal bonds and other similar Liens arising in
          connection with court proceedings (including, without limitation,
          surety bonds, security for costs of litigation where required by law
          and letters of credit) or any other instruments serving a similar
          purpose;

     (g)  attachments, judgments and other similar Liens arising in connection
          with court proceedings; provided, however, that such Liens are in
          existence for less than 30 days after the entry therefor or the
          execution or other enforcement of such Liens is



                                      -16-


          effectively stayed and the claims secured thereby are being actively
          contested in good faith and by appropriate proceedings;

     (h)  the reservations, limitations, provisos and conditions, if any, (i)
          expressed in any original grant from the Crown of any real property or
          (ii) any interest therein or in any comparable grant in jurisdictions
          other than Canada;

     (i)  Liens, charges or other security interests given to a public utility
          or any municipality or governmental or other public authority when
          required by such utility or other authority in connection with the
          operation of the business or the ownership of the assets of the
          Companies, provided that such Liens do not in the aggregate reduce the
          value of the assets of the Companies or materially interfere with the
          use thereof in the operation of the business of the Companies;

     (j)  servicing agreements, development agreements, site plan agreements,
          and other agreements with governmental or public authorities
          pertaining to the use or development of any of the assets of the
          Companies, provided same are complied with including, without
          limitation, any obligations to deliver letters of credit and other
          security as required;

     (k)  applicable municipal and other governmental restrictions, including
          municipal by-laws and regulations, affecting the use of land or the
          nature of any structures which may be erected thereon, provided such
          restrictions have been complied with;

     (l)  Purchase Money Obligations arising in the ordinary course of business
          and in an aggregate outstanding principal amount not exceeding
          US$15,000,000 or the Canadian Dollar Equivalent thereof, where
          "Purchase Money Obligations" means any Lien created, issued or assumed
          by the Companies to secure indebtedness assumed as part of, or issued
          or incurred to pay or provide funds to pay, all or a part of the
          purchase price of any property, provided that such Lien is limited to
          the property so acquired and is created, issued or assumed
          substantially concurrently with the acquisition of such property and
          provided that such property is not a replacement of a similar asset
          owned or held by a Company prior to the date of such acquisition;

     (m)  Liens identified in Schedule G hereto;

     (n)  the right reserved to or vested in any Official Body by any statutory
          provision, or by the terms of any lease, licence, franchise, grant or
          permit of any of the Companies, to terminate any such lease, licence,
          franchise, grant or permit, or to require annual or other payments as
          a condition to the continuance thereof;

     (o)  Liens existing on any asset at the time of its acquisition provided
          that such asset is not a replacement of a similar asset owned or held
          by a Company prior to the date of such acquisition;

     (p)  the Security;



                                      -17-


     (q)  Financing Leases of the Target which exist as of the completion of the
          Transaction in an aggregate amount not exceeding US$25,000,000; and

     (r)  the extension, renewal or refinancing of any of the foregoing
          Permitted Liens, unless specifically provided otherwise and provided
          that the amount so secured does not exceed the original amount secured
          immediately prior to such extension, renewal or refinancing.

     "PERSON" means any natural person, corporation, firm, partnership, joint
     venture, joint stock company, incorporated or unincorporated association,
     government, governmental agency or any other entity, whether acting in an
     individual, fiduciary or other capacity.

     "PRIME RATE" means the greater of (a) the variable rate of interest per
     annum equal to the rate of interest determined by the Agent from time to
     time as the prime rate of the Agent for Canadian dollar loans made by the
     Agent in Canada from time to time, being a variable per annum reference
     rate of interest adjusted automatically upon change by the Agent,
     calculated on the basis of a year of 365 days or 366 days in the case of a
     leap year and (b) the sum of (i) the average rate per annum for Canadian
     dollar bankers' acceptances for Reference Lenders having a term of 30 days
     that appears on the Reuters Screen CDOR Page as of 10:00 a.m. (Toronto
     time) on the date of determination, as reported by the Agent and (ii) 5/8
     of 1% per annum.

     "PRIME RATE LOAN" means monies lent by the Canadian Lenders to a Canadian
     Borrower hereunder in Canadian dollars and upon which interest accrues at a
     rate referrable to the Prime Rate.

     "PRIOR CLAIMS" means, at any time, all obligations secured by Liens created
     by or arising under Applicable Law which rank, or are capable of ranking,
     prior to or pari passu with the Security against all or part of the
     Security including any such amounts owing in respect of vacation pay,
     employee deductions and contributions, retail and other sales taxes, goods
     and services taxes, Quebec corporate taxes, business taxes, realty taxes,
     workers' compensation levies, pension plan or fund obligations and overdue
     rents (to the extent, in the case of rents, that such rents are not already
     the subject of a reserve pursuant to the definition of Inventory Value).

     "PRO RATA SHARE" means (i) at any particular time with respect to a
     particular Lender and referable to a particular Credit Facility, the ratio
     of the Individual Commitment of such Lender with respect to such Credit
     Facility at such time to the aggregate of the Individual Commitments of all
     of the Lenders with respect to such Credit Facility at such time or (ii) at
     any particular time with respect to a particular Lender but not referable
     to a particular Credit Facility, the ratio of the aggregate of the
     Individual Commitments of such Lender with respect to all Credit Facilities
     at such time to the aggregate of the Individual Commitments of all of the
     Lenders with respect to all Credit Facilities at such time.

     "PROCEEDS OF REALIZATION" means all cash and non-cash proceeds derived from
     any sale, disposition or other realization of the Secured Assets (i) after
     any notice by the Agent to the Borrowers pursuant to Section 13.1 declaring
     all indebtedness of the Borrowers



                                      -18-


     hereunder to be immediately due and payable, (ii) upon any dissolution,
     liquidation, winding-up, reorganization, bankruptcy, insolvency or
     receivership of any of the Obligors (or any other arrangement or
     marshalling of the Secured Assets that is similar thereto) or (iii) upon
     the enforcement of, or any action taken with respect to, any of the
     Security Documents or the Guarantee. For greater certainty, prior to the
     Security becoming enforceable (x) insurance proceeds derived as a result of
     the loss or destruction of any of the Secured Assets or (y) cash or
     non-cash proceeds derived from any expropriation or other condemnation of
     any of the Secured Assets shall not constitute Proceeds of Realization.

     "PROPERTY" means all of the property owned, operated or used by the
     Companies.

     "PURCHASE AGREEMENTS" means the Asset Purchase Agreement and the Share
     Purchase Agreement.

     "QUALIFIED ENVIRONMENTAL CONSULTANT" means an environmental consultant
     which is qualified and recognized as such in the geographic area in which
     the related property is located.

     "RECEIVABLES VALUE" means, as of the date of the applicable Borrowing Base
     Certificate, the amount expressed in Canadian Dollars (or the Exchange
     Equivalent thereof) of the invoice amounts owing on each account of an
     Obligor valued on the basis of an Obligor inventory and receivables
     statement dated as of the month end that the relevant Borrowing Base
     Certificate references, prepared in accordance with generally accepted
     accounting principles, and for which each of the following statements is
     accurate:

     (a)  such amount is a binding and valid obligation of the obligor
          thereunder and is in full force and effect;

     (b)  such account is genuine on its face or is represented in the books and
          records of the relevant Obligor;

     (c)  such account is free from valid and asserted claims regarding set-off,
          holdback, rescission, cancellation or avoidance, whether by operation
          of law or otherwise provided that if such account is not free from
          such claims it shall only be excluded to the extent of any such
          claims;

     (d)  (x) payment of such account is due and is less than 90 days past the
          issuance date of the invoice therefor or (y) such account is an
          account described in clause (h)(z) of this definition;

     (e)  such account is an asset of the relevant Obligor and the Agent, on
          behalf of itself and the other Lenders, has a first-priority perfected
          lien on such account;

     (f)  such amount arose in the ordinary course of business of the relevant
          Obligor;

     (g)  the obligor on such account is not the subject of, or made a party to,
          any bankruptcy or insolvency proceeding, has not had a trustee or
          receiver appointed



                                      -19-


          for it or any part of its property, has not made an assignment for the
          benefit of creditors, has not admitted its inability to pay its debts
          as they mature, has not suspended its business and has not become
          insolvent;

     (h)  (x) the obligor of such account is subject to the jurisdiction of
          federal, state or provincial courts in Canada or the United States or
          (y) such account is supported by a letter of credit issued by a Person
          with a minimum credit rating of A- from Standard & Poor's or the
          equivalent rating from Moody's Investors Service, Inc. or by insurance
          provided by Export Development Corporation, Export-Import Bank of the
          United States or any similar agencies approved from time to time by
          the Lenders, in each case in a form that is acceptable to the Agent
          acting reasonably;

     (i)  in the case of the sale of goods, the subject goods have been sold to
          an obligor on a true sale basis on open account, or subject to
          contract, and not on consignment, or approval or on a "sale or return"
          basis or subject to any other repurchase or return agreement, no
          material part of the subject goods has been returned, rejected, loss
          or damaged, and such account is not evidenced by an instrument of any
          kind unless such instrument has been pledged by way of delivery to the
          Agent; and

     (j)  each of the representations and warranties set forth in the Security
          Documents with respect to such account is true and correct in all
          material respects on such date.

     "RECEIVER" means a receiver, receiver and manager or other Person having
     similar powers or authority appointed by the Agent or by a court at the
     instance of the Agent in respect of the Secured Assets or any part thereof.

     "REFERENCE LENDERS" means The Bank of Nova Scotia.

     "RELEASE" means a "release", as such term is defined in CERCLA.

     "REVOLVING FACILITIES" means, collectively, Credit Facility 2 and Credit
     Facility 3 and "REVOLVING FACILITY" means either one of the foregoing.

     "ROLLING CAPITAL EXPENDITURES" means, for any Fiscal Quarter, the aggregate
     of Capital Expenditures for such Fiscal Quarter and for each of the three
     immediately preceding Fiscal Quarters.

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

     "ROLLING INTEREST EXPENSES" means, for any Fiscal Quarter, the aggregate of
     Interest Expenses for such Fiscal Quarter and for each of the three
     immediately preceding Fiscal Quarters.

     "ROLLOVER NOTICE" shall have the meaning ascribed thereto in Section 5.3.


                                      -20-


     "SECOND AMENDED AND RESTATED CREDIT AGREEMENT" shall have the meaning
     ascribed thereto in the third recital hereto.

     "SECURED ASSETS" means the present and future property, assets and
     undertakings of the Obligors.

     "SECURED OBLIGATIONS" shall mean all indebtedness, obligations and
     liabilities, present or future, absolute or contingent, matured or not, at
     any time owing by any of the Obligors to the Agent and the Lenders, or
     remaining unpaid to the Agent and the Lenders, under or in connection with
     any of the Loan Documents and Secured Obligations of a particular Obligor
     shall mean all indebtedness, obligations and liabilities, present or
     future, absolute or contingent, matured or not, at any time owing by such
     Obligor to the Agent and the Lenders, or remaining unpaid to the Agent and
     the Lenders, under or in connection with any of the Loan Documents to which
     such Obligor is a party.

     "SECURITY" means the collateral security constituted by the Security
     Documents.

     "SECURITY DOCUMENTS" shall mean the security documents (as the same may be
     amended, modified, supplemented, restated or replaced from time to time)
     which, in the reasonable opinion of the Agent, are required to be entered
     into from time to time by the Obligors in favour of the Agent for the
     benefit of the Lenders in order to grant directly or indirectly to the
     Agent a Lien on the Secured Assets as continuing collateral security for
     the payment and performance of the Secured Obligations, such security
     documents to be in form and substance satisfactory to the Agent and to
     include, without limitation, the security documents described in Schedule
     N.

     "SHARE PURCHASE AGREEMENT" means the share purchase agreement to be entered
     into between the shareholders of the Target named therein, as seller, and
     the U.S. Borrower, as purchaser, and Vitran and pursuant to which the U.S.
     Borrower proposes to purchase all of the issued and outstanding shares in
     the capital of the Target substantially on the terms set out in the draft
     of such share purchase agreement dated September 19, 2006, a copy of which
     has been provided to the Agent, or as otherwise agreed to by the Lenders.

     "SUBSIDIARIES" means any corporation, partnership, joint venture, or other
     entity of which more than 50% of the outstanding voting capital stock or
     other ownership interest (irrespective of whether or not at the time
     capital stock or other equity interest of any other class or classes of
     such corporation, partnership, joint venture, or other entity shall or
     might have voting power upon the happening of any contingency) is at the
     time owned directly or indirectly by any of the Borrowers; provided that no
     corporation shall be deemed a Subsidiary until the applicable Borrower
     directly or indirectly acquires more than 50% of the outstanding voting
     stock thereof and has elected a majority of its board of directors.

     "SURPLUS PROPERTIES" means the lands and buildings of Target located at the
     following municipal addresses and the corresponding lands and buildings, if
     applicable, of the U.S. Borrower located at the following corresponding
     municipal addresses:



                                      -21-




PROPERTIES OF TARGET     PROPERTIES OF THE U.S. BORROWER
- --------------------     -------------------------------
                      
1505 South Holt Road,    N/A
Indianapolis, IN 46241

5300 Crayton Avenue,     5541 W. 164th Street,
Cleveland, OH 44101      Brook Park, OH 44142

30520 Tracy Road,        1260 Matzinger,
Walbridge, OH 43465      Toledo, OH 43612

5075 Kreiger Court,      750 Harmon Avenue,
Columbus, OH 43228       Columbus, OH 43223

3610 Campground Road,    1402 Port Road,
Louisville, KY 40211     Jeffersonville, IN 47130

1922 Lakeview Drive,     N/A
Fort Wayne, IN 46808


     provided that upon the sale, lease or other disposition of a Surplus
     Property, the corresponding property, if applicable, shall thereupon cease
     to be a Surplus Property.

     "TARGET" means PJAX, Inc., a corporation incorporated under the laws of the
     Commonwealth of Pennsylvania.

     "TARGET PROPERTIES" means the properties listed on Schedule H under the
     heading "Target".

     "TAX ACT" means the Income Tax Act (Canada), as amended from time to time,
     and regulations promulgated thereunder.

     "TAXES" means all taxes, charges, fees, levies, imposts and other
     assessments, including all income, sales, use, goods and services, value
     added, capital, capital gains, alternative, net worth, transfer, profits,
     withholding, payroll, employer health, excise, real property and personal
     property taxes, and any other taxes, customs duties, fees, assessments, or
     similar charges in the nature of a tax including Canada Pension Plan and
     provincial pension plan contributions, unemployment insurance payments and
     workers' compensation premiums, together with any instalments with respect
     thereto, and any interest, fines and penalties with respect thereto,
     imposed, levied, collected, withheld or assessed by any Official Body
     (including federal, state, provincial, municipal and foreign Official
     Bodies), and whether disputed or not.

     "TRANSACTION" means the purchase of all of the issued and outstanding
     shares in the capital of the Target by the U.S. Borrower pursuant to the
     Share Purchase Agreement and, immediately thereafter, the purchase of the
     Target Properties by the Target pursuant to the Asset Purchase Agreement.



                                      -22-


     "TRANSFEREE" shall have the meaning ascribed thereto in Section 16.6(d).

     "US$" means the lawful currency of the United States of America.

     "U.S. BRANCH OF ACCOUNT" means the Atlanta Agency of the Agent located at
     600 Peachtree Street, N.E., Suite 2700, Atlanta, Georgia 30308, or such
     other office of the Agent located in the United States as the U.S. Borrower
     and the Agent may agree upon.

     "U.S. DOLLAR EQUIVALENT" means the Exchange Equivalent in United States of
     any amount of Canadian dollars.

     "U.S. LENDERS" means the financial institutions set out and described as
     such in Schedule B, as amended from time to time, and their successors and
     permitted assigns.

     "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as a
     result of a complete or partial withdrawal from such Multiemployer Plan, as
     such terms are defined in Part I of Subtitle E or Title IV of ERISA.

1.2 OTHER USAGES. References to "this agreement", "the agreement", "hereof",
"herein", "hereto" and like references refer to this Amended and Restated Credit
Agreement and not to any particular Article, Section or other subdivision of
this agreement. Any references herein to any agreements (including, without
limitation, this agreement) or documents shall mean such agreements or documents
as amended, supplemented, restated or otherwise modified from time to time in
accordance with the terms hereof and thereof.

1.3 PLURAL AND SINGULAR. Where the context so requires, words importing the
singular number shall include the plural and vice versa.

1.4 HEADINGS. The division of this agreement into Articles and Sections and the
insertion of headings in this agreement are for convenience of reference only
and shall not affect the construction or interpretation of this agreement.

1.5 CURRENCY. Unless otherwise specified herein, all statements of or references
to dollar amounts in this agreement shall mean lawful money of the United States
of America.

1.6 APPLICABLE 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. Any legal action or proceeding with respect to this
agreement may be brought in the courts of the Province of Ontario and, by
execution and delivery of this agreement, the parties hereby accept for
themselves and in respect of their property, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts. Each party irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to such party to the address prescribed by
Section 16.2, such service to become effective when received. Nothing herein
shall limit the right of any party to serve process in any manner permitted by
law or to commence legal proceedings or otherwise proceed against any other
party in any other jurisdiction.



                                      -23-


1.7 TIME OF THE ESSENCE. Time shall in all respects be of the essence of this
agreement.

1.8 NON BANKING DAYS. Subject to Section 7.4(c), whenever any payment to be made
hereunder shall be stated to be due or any action to be taken hereunder shall be
stated to be required to be taken on a day other than a Banking Day, such
payment shall be made or such action shall be taken on the next succeeding
Banking Day and, in the case of the payment of any amount, the extension of time
shall be included for the purposes of computation of interest, if any, thereon.

1.9 CONSENTS AND APPROVALS. Whenever the consent or approval of a party hereto
is required in a particular circumstance, unless otherwise expressly provided
for herein, such consent or approval shall not be unreasonably withheld or
delayed by such party.

1.10 AMOUNT OF CREDIT. Any reference herein to the "amount of credit
outstanding" or "outstanding amount of credit" or any similar phrase shall mean,
at any particular time:

     (a)  in the case of a Prime Rate Loan or a BA Rate Loan, the U.S. Dollar
          Equivalent of the principal amount thereof;

     (b)  in the case of a Bankers' Acceptance, the U.S. Dollar Equivalent of
          the face amount of the Bankers' Acceptance;

     (c)  in the case of a Base Rate Canada Loan, a Base Rate New York Loan or a
          LIBOR Loan, the principal amount thereof;

     (d)  in the case of a Letter denominated in Canadian dollars, the U.S.
          Dollar Equivalent of the contingent liability of the Issuing Lender
          thereunder at such time; and

     (e)  in the case of a Letter denominated in United States dollars, the
          contingent liability of the Issuing Lender thereunder at such time.

1.11 SCHEDULES. Each and every one of the schedules which is referred to in this
agreement and attached to this agreement shall form a part of this agreement.

1.12 EXTENSION OF CREDIT. For the purposes hereof, each drawdown, rollover and
conversion shall be deemed to be an extension of credit to the Borrowers
hereunder.

1.13 JOINT AND SEVERAL OBLIGATIONS. All obligations hereunder which are stated
to be obligations of the Borrowers or either one of them shall, to the extent
permitted by applicable law, be joint and several obligations of the Borrowers.

1.14 PARAMOUNTCY. In the event of any conflict or inconsistency between the
provisions of this agreement and the provisions of any other Loan Document, the
provisions of this agreement shall prevail and be paramount. If any covenant,
representation, warranty or event of default contained in any other Loan
Document is in conflict with or is inconsistent with a provision of this
agreement relating to the same specific matter, such covenant, representation,



                                      -24-


warranty or event of default shall be deemed to be amended to the extent
necessary to ensure that it is not in conflict with or inconsistent with the
provision of this agreement relating to the same specific matter.

1.15 STATUTE REFERENCES. Any reference in this agreement to any statute or any
section thereof shall, unless otherwise expressly stated, be deemed to be a
reference to such statute or section as amended, restated or re-enacted from
time to time.

1.16 MEANING OF INCLUDE. The words "include", "includes" and "including", when
used in this agreement, shall be deemed to be followed by the phrase "without
limitation".

                                    ARTICLE 2
                                CREDIT FACILITIES

2.1 ESTABLISHMENT OF CREDIT FACILITIES. Subject to the terms and conditions
hereof, the Lenders hereby establish in favour of the Borrowers:

     (a)  a non-revolving term credit facility ("CREDIT FACILITY 1") in the
          amount of US$80,000,000 or the Canadian Dollar Equivalent thereof;

     (b)  a revolving term credit facility ("CREDIT FACILITY 2") in the amount,
          from time to time, equal to the lesser of US$60,000,000 or the
          Canadian Dollar Equivalent thereof and the Borrowing Base; and

     (c)  a revolving term acquisition facility ("CREDIT FACILITY 3") in the
          amount, from time to time, equal to US$20,000,000 or the Canadian
          Dollar Equivalent thereof.

2.2 CREDIT RESTRICTIONS. Notwithstanding any other provision hereof, (i) the
Borrowers shall be entitled to obtain credit by way of LIBOR Loans or Bankers'
Acceptances only in such amounts so as to ensure that the Lenders are not
required to make a LIBOR Loan for a principal amount other than US$200,000 or an
integral multiple of US$100,000 in excess thereof or to accept a Bankers'
Acceptance having a face amount other than CDN$500,000 or an integral multiple
of CDN$1,000 in excess thereof and (ii) the U.S. Borrower shall not, with
respect to any particular Credit Facility, be entitled to avail itself of
anymore than 90.625% of the applicable limit set forth in Section 2.1 in respect
of any such particular Credit Facility.

2.3 LENDERS' COMMITMENTS. Subject to the terms and conditions hereof, the
Lenders severally agree to extend credit to the Borrowers hereunder from time to
time provided that the aggregate amount of credit extended by each Lender under
the Credit Facilities shall not at any time exceed the Individual Commitment of
such Lender and further provided that the aggregate amount of credit outstanding
under the Credit Facilities shall not at any time exceed the amount of the
Credit Facilities referred to in Section 2.1 as the same may be reduced pursuant
to Section 2.4. All credit requested under the Credit Facilities by a particular
Borrower shall be made available to such Borrower contemporaneously by all of
the Lenders who have made an Individual Commitment with respect to such Credit
Facility. Each such Lender shall provide to the applicable Borrower its Pro Rata
Share of each credit under such Credit Facility, whether such credit is extended
by way of drawdown, rollover or conversion. No Lender shall be responsible for
any default by any other Lender in its obligation to provide its Pro Rata Share
of



                                      -25-


any credit nor shall the Individual Commitment of any Lender with respect to any
of the Credit Facilities be increased as a result of any such default of another
Lender. The failure of any Lender to make available to a Borrower its Pro Rata
Share of any credit shall not relieve any other Lender of its obligation
hereunder to make available to such Borrower its Pro Rata Share of such credit.
Notwithstanding any other provision hereof, the Agent is authorized by the
Borrowers and the Lenders to allocate amongst the Lenders the Bankers'
Acceptances to be issued and the LIBOR Loans to be advanced under the Credit
Facilities in such manner and amounts as the Agent may, in its sole and
unfettered discretion acting reasonably, consider necessary, rounding up or
down, so as to ensure that no Lender is required to accept a Bankers' Acceptance
for a fraction of CDN$100,000 or advance a LIBOR Loan for a fraction of
US$200,000 and, in such event, the Lenders' Pro Rata Shares with respect to such
Bankers' Acceptances and LIBOR Loans shall be adjusted accordingly. It is
acknowledged that such rounding may result in a Lender's Pro Rata Share with
respect to such Bankers' Acceptances and LIBOR Loans exceeding its Individual
Commitment.

2.4 REDUCTION OF CREDIT FACILITIES. The Borrowers may, from time to time and at
any time, by 5 Banking Days notice in writing to the Agent, permanently reduce
any Credit Facility to the extent it is not utilized, provided, however, that
any such permanent reduction of the amount of such Credit Facility shall be by
an amount of no less than US$2,000,000 and otherwise in multiples of US$500,000.
The amount of Credit Facility 1 will be permanently reduced at the time of and
by the amount of each scheduled repayment pursuant to Section 9.1 and any
prepayment pursuant to Sections 9.3 and 9.4. Any prepayment of a Revolving
Facility shall not cause a reduction in the amount of such Credit Facility. Any
repayment of outstanding credit which forms part of any conversion from one type
of credit to another type of credit under Article 3 or Article 6 shall not cause
any reduction in the amount of the applicable Credit Facility. Upon any
reduction in the amount of any Credit Facility, the Individual Commitment of
each Lender with respect to such Credit Facility shall thereupon be reduced by
an amount equal to such Lender's Pro Rata Share of the amount of such reduction
in the amount of such Credit Facility.

2.5 TERMINATION OF CREDIT FACILITIES.

     (a)  A Credit Facility shall terminate upon the earliest to occur of:

          (i)  the Maturity Date;

          (ii) the termination of such Credit Facility in accordance with
               Section 13.1; and

          (iii) the date on which the relevant Credit Facility has been
               permanently reduced to zero pursuant to Section 2.4.

     (b)  Upon the termination of any Credit Facility, the right of the
          Borrowers to obtain or maintain credit under such Credit Facility and
          all of the obligations of the Lenders to make credit available under
          such Credit Facility shall automatically terminate.



                                      -26-


                                    ARTICLE 3
                     GENERAL PROVISIONS RELATING TO CREDITS

3.1 TYPES OF CREDIT AVAILMENTS. Subject to the terms and conditions hereof:

     (a)  each Canadian Borrower may obtain credit under the Credit Facility 1
          and Credit Facility 3 from the Canadian Lenders through the Canadian
          Branch of Account by way of one or more Prime Rate Loans, BA Rate
          Loans, Base Rate Canada Loans, LIBOR Loans and Bankers' Acceptances;

     (b)  each Canadian Borrower may obtain credit under the Credit Facility 2
          from the Canadian Lenders through the Canadian Branch of Account by
          way of one or more Prime Rate Loans, BA Rate Loans, Base Rate Canada
          Loans, LIBOR Loans, Bankers' Acceptances and Letters;

     (c)  the U.S. Borrower may obtain credit under Credit Facility 1 and Credit
          Facility 3 from the U.S. Lenders through the U.S. Branch of Account by
          way of one or more Base Rate New York Loans and LIBOR Loans; and

     (d)  the U.S. Borrower may obtain credit under Credit Facility 2 from the
          U.S. Lenders through the U.S. Branch of Account by way of one or more
          Base Rate New York Loans, LIBOR Loans and U.S. dollar denominated
          Letters.

Any extension of credit hereunder by way of one or more Letters shall not exceed
in the aggregate US$20,000,000 or the Exchange Equivalent thereof.

3.2 FUNDING OF LOANS. Each Lender which has made an Individual Commitment under
a particular Credit Facility shall make available to the Agent its Pro Rata
Share of the principal amount of each Loan under such Credit Facility, in the
appropriate currency, prior to 11:00 a.m. (Toronto time) on the date of the
extension of credit. The Agent shall, upon fulfilment by the Borrowers of the
terms and conditions set forth in Article 12, make such funds available to the
applicable Borrower on the date of the extension of credit by crediting the
relevant Designated Account (or causing such account to be credited) unless
otherwise irrevocably authorized and directed in the Drawdown Notice. Unless the
Agent has been notified by a Lender at least two Banking Days prior to the date
of the extension of credit that such Lender will not make available to the Agent
its Pro Rata Share of such Loan, the Agent may assume that such Lender has made
such portion of the Loan available to the Agent on the date of the extension of
credit in accordance with the provisions hereof and the Agent may, in reliance
upon such assumption, make available to the applicable Borrower on such date a
corresponding amount. If the Agent has made such assumption, to the extent such
Lender shall not have so made its Pro Rata Share of the Loan available to the
Agent, such Lender agrees to pay to the Agent, forthwith on demand, such
Lender's Pro Rata Share of the Loan and all reasonable costs and expenses
incurred by the Agent in connection therewith together with interest thereon at
the rate payable hereunder by such Borrower in respect of such Loan for each day
from the date such amount is made available to such Borrower until the date such
amount is paid or repaid to the Agent; provided, however, that notwithstanding
such obligation, if such Lender fails so to pay, such Borrower shall, without
prejudice to any rights that such Borrower



                                      -27-


might have against such Lender, repay such amount to the Agent forthwith after
demand therefor by the Agent. The amount payable to the Agent pursuant hereto
shall be set forth in a certificate delivered by the Agent to such Lender and
the Borrowers (which certificate shall contain reasonable details of how the
amount payable is calculated) and shall constitute prima facie evidence of such
amount payable. If such Lender makes the payment to the Agent required herein,
the amount so paid shall constitute such Lender's Pro Rata Share of the Loan for
purposes of this agreement and shall entitle the Lender to all rights and
remedies against the Borrowers in respect of such Loan. The failure of any
Lender to make available to the Agent its Pro Rata Share of a Loan shall not
relieve any other Lender of its obligation hereunder to make available to the
Agent its Pro Rata Share of the Loan on the date of the credit.

3.3 FAILURE OF LENDER TO FUND LOAN. If any Lender fails to make available to the
Agent its Pro Rata Share of any Loan as required (such Lender being herein
called the "DEFAULTING LENDER") and the Agent has not funded pursuant to Section
3.2, the Agent shall forthwith give notice of such failure by the Defaulting
Lender to the Borrowers and the other Lenders. The Agent shall then forthwith
give notice to the other Lenders that any Lender may make available to the Agent
all or any portion of the Defaulting Lender's Pro Rata Share of such Loan (but
in no way shall any other Lender or the Agent be obliged to do so) in the place
and stead of the Defaulting Lender. If more than one Lender gives notice that it
is prepared to make funds available in the place and stead of a Defaulting
Lender in such circumstances and the aggregate of the funds which such Lenders
(herein collectively called the "CONTRIBUTING LENDERS" and individually called
the "CONTRIBUTING LENDER") are prepared to make available exceeds the amount of
the advance which the Defaulting Lender failed to make, then each Contributing
Lender shall be deemed to have given notice that it is prepared to make
available its pro rata share of such advance based on the Contributing Lenders'
relative commitments to advance in such circumstances. If any Contributing
Lender makes funds available in the place and stead of a Defaulting Lender in
such circumstances, then the Defaulting Lender shall pay to any Contributing
Lender making the funds available in its place and stead, forthwith on demand,
any amount advanced on its behalf together with interest thereon at the rate
applicable to such Loan from the date of advance to the date of payment, against
payment by the Contributing Lender making the funds available of all interest
received in respect of the Loan from the Borrowers. In addition to interest as
aforesaid, the Borrowers shall pay all amounts owing by the Borrowers to the
Defaulting Lender hereunder to the Contributing Lenders until such time as the
Defaulting Lender pays to the Contributing Lenders all amounts advanced by the
Contributing Lenders on behalf of the Defaulting Lender.

3.4 FUNDING OF BANKERS' ACCEPTANCES.

     (a)  If the Agent receives from a Canadian Borrower a Drawdown Notice,
          Rollover Notice or Conversion Notice requesting a drawdown of, a
          rollover of or a conversion into Bankers' Acceptances under a
          particular Credit Facility, the Agent shall notify each of the
          Canadian Lenders which has made an Individual Commitment under such
          Credit Facility prior to 11:00 a.m. (Toronto time) on the second
          Banking Day prior to the date of such extension of credit of such
          request and of each Canadian Lender's Pro Rata Share of such extension
          of credit. The Agent shall also at such time notify the Canadian
          Borrowers of each Canadian Lender's Pro Rata Share of such extension
          of credit. Each Canadian Lender shall,



                                      -28-


          not later than 11:00 a.m. (Toronto time) on the date of each extension
          of credit by way of Bankers' Acceptance, accept drafts of the
          applicable Canadian Borrower which are presented to it for acceptance
          and which have an aggregate face amount equal to such Canadian
          Lender's Pro Rata Share of the total extension of credit being made
          available by way of Bankers' Acceptances on such date, as advised by
          the Agent. Each Canadian Lender shall purchase the Bankers'
          Acceptances which it has accepted for a purchase price equal to the BA
          Discounted Proceeds therefor. Each Canadian Lender may at any time and
          from time to time hold, sell, rediscount or otherwise dispose of any
          and all Bankers' Acceptances accepted and purchased by it.

     (b)  The Canadian Borrowers shall provide for payment to the accepting
          Lenders of the face amount of each Bankers' Acceptance at its
          maturity, either by payment of such amount or through an extension of
          credit hereunder or through a combination of both. The Canadian
          Borrowers hereby waive presentment for payment of Bankers' Acceptances
          by the Canadian Lenders and any defence to payment of amounts due to a
          Lender in respect of a Bankers' Acceptance which might exist by reason
          of such Bankers' Acceptance being held at maturity by the Canadian
          Lender which accepted it and agrees not to claim from such Canadian
          Lenders any days of grace for the payment at maturity of Bankers'
          Acceptances.

     (c)  In the case of a drawdown by way of Bankers' Acceptance, each Canadian
          Lender shall, forthwith after the acceptance of drafts of the
          applicable Canadian Borrower as aforesaid, make available to the Agent
          the BA Proceeds with respect to the Bankers' Acceptances accepted by
          it. The Agent shall, upon fulfilment by the Canadian Borrowers of the
          terms and conditions set forth in Article 12, make such BA Proceeds
          available to the applicable Canadian Borrower on the date of such
          extension of credit by crediting the Designated Account. In the case
          of a rollover of or conversion into Bankers' Acceptances, each
          Canadian Lender shall retain the Bankers' Acceptance accepted by it
          and shall not be required to make any funds available to the Agent for
          deposit to the Designated Account; however, forthwith after the
          acceptance of drafts of the applicable Canadian Borrower as aforesaid,
          the Canadian Borrowers shall pay to the Agent on behalf of such
          Canadian Lenders an amount equal to the aggregate amount of the
          acceptance fees in respect of such Bankers' Acceptances calculated in
          accordance with Section 7.5 plus the amount by which the aggregate
          face amount of such Bankers' Acceptances exceeds the aggregate BA
          Discounted Proceeds with respect thereto.

     (d)  Any Bankers' Acceptance may, at the option of a particular Canadian
          Borrower, be executed in advance by or on behalf of such Canadian
          Borrower (as otherwise provided herein), by mechanically reproduced or
          facsimile signatures of any two officers of such Canadian Borrower who
          are properly so designated and authorized by such Canadian Borrower
          from time to time. Any Bankers' Acceptance so executed and delivered
          by such Canadian Borrower to the Canadian Lenders shall be valid and
          shall bind such Canadian Borrower and may be dealt with by the
          Canadian Lenders to all intents and purposes as if the Bankers'
          Acceptance had been signed in the executing officers' own handwriting.



                                      -29-


     (e)  Each Canadian Borrower shall notify the Canadian Lenders as to those
          officers whose signatures may be reproduced and used to execute
          Bankers' Acceptances in the manner provided in Section 3.4(d) Bankers'
          Acceptances with the mechanically reproduced or facsimile signatures
          of designated officers may be used by the Canadian Lenders and shall
          continue to be valid, notwithstanding the death, termination of
          employment or termination of authorization of either or both of such
          officers or any other circumstance until such time as such Canadian
          Borrower shall otherwise notify the Canadian Lenders.

     (f)  The Canadian Borrowers hereby indemnify and agree to hold harmless the
          Canadian Lenders against and from all losses, damages, expenses and
          other liabilities caused by or attributable to the use of the
          mechanically reproduced or facsimile signature instead of the original
          signature of an authorized officer of the applicable Canadian Borrower
          on a Banker's Acceptance prepared, executed, issued and accepted
          pursuant to this agreement, except to the extent determined by a court
          of competent jurisdiction to be due to the negligence or wilful
          misconduct of the Canadian Lenders.

     (g)  Each of the Canadian Lenders agrees that, in respect of the
          safekeeping of executed depository bills of the Canadian Borrowers
          which are delivered to it for acceptance hereunder, it shall exercise
          the same degree of care which it gives to its own property, provided
          that it shall not be deemed to be an insurer thereof.

     (h)  All Bankers' Acceptances shall be issued in the form of depository
          bills made payable originally to and deposited with The Canadian
          Depository for Securities Limited pursuant to the Depository Bills and
          Notes Act (Canada).

     (i)  In order to facilitate the issuance of Bankers' Acceptances pursuant
          to this agreement, each Canadian Borrower hereby authorizes each
          Canadian Lender, and appoints each Canadian Lender as such Canadian
          Borrower's attorney, to complete, sign and endorse drafts or
          depository bills (each such executed draft or bill being herein
          referred to as a "BA DRAFT") on its behalf in handwritten form or by
          facsimile or mechanical signature or otherwise in accordance with the
          applicable Drawdown Notice, Rollover Notice or Conversion Notice and,
          once so completed, signed and endorsed to accept them as Bankers'
          Acceptances under this agreement and then if applicable, purchase,
          discount or negotiate such Bankers' Acceptances in accordance with the
          provisions of this agreement. BA Drafts so completed, signed, endorsed
          and negotiated on behalf of a Canadian Borrower by such Canadian
          Lender shall bind such Canadian Borrower as fully and effectively as
          if so performed by an authorized officer of such Canadian Borrower.
          Each draft of a Bankers' Acceptance completed, signed or endorsed by a
          Canadian Lender shall mature on the last day of the term thereof.

3.5 BA RATE LOANS. If, in the sole judgement of a Canadian Lender, such Canadian
Lender is unable to extend credit by way of Bankers' Acceptances in accordance
with this agreement, such Canadian Lender shall give an irrevocable notice to
such effect to the Agent and the Canadian Borrowers prior to 10:00 a.m. (Toronto
time) on the date of the requested credit



                                      -30-


extension and shall make available to the applicable Canadian Borrower prior to
11:00 a.m. (Toronto time) on the date of such requested credit extension a
Canadian dollar loan (a "BA RATE LOAN") in the principal amount equal to such
Canadian Lender's Pro Rata Share of the total credit to be extended by way of
Bankers' Acceptances, such BA Rate Loan to be funded in the same manner as a
Loan is funded pursuant to Section 3.2 and 3.3. Such BA Rate Loan shall have the
same term as the Bankers' Acceptances for which it is a substitute and shall
bear such rate of interest per annum throughout the term thereof as shall permit
such Canadian Lender to obtain the same effective rate as if such Canadian
Lender had accepted and purchased a Bankers' Acceptance at the same acceptance
fee and pricing at which the Reference Lenders would have accepted and purchased
such Bankers' Acceptance at approximately 11:00 a.m. (Toronto time) on the date
such BA Rate Loan is made, on the basis that, and the Canadian Borrowers hereby
agree that, for such a BA Rate Loan, interest shall be payable in advance on the
date of the extension of credit by the Canadian Lender deducting the interest
payable in respect thereof from the principal amount of such BA Rate Loan. All
BA Rate Loans shall be evidenced by a promissory note in the form of a
depository note made payable originally to and deposited with The Canadian
Depository for Securities Limited pursuant to the Depository Bills and Notes Act
(Canada).

3.6 INABILITY TO FUND U.S. DOLLAR ADVANCES IN CANADA. If a Canadian Lender
determines in good faith, which determination shall be final, conclusive and
binding on the Canadian Borrowers, and the Agent notifies the Canadian Borrowers
that (i) by reason of circumstances affecting financial markets inside or
outside Canada, deposits of United States dollars are unavailable to such
Canadian Lender in Canada, (ii) adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided in the
definition of LIBOR or Alternate Base Rate Canada, as the case may be, (iii) the
making or continuation of United States dollar advances in Canada has been made
impracticable by the occurrence of a contingency (other than a mere increase in
rates payable by such Canadian Lender to fund the advance) which materially and
adversely affects the funding of the advances at any interest rate computed on
the basis of LIBOR or the Alternate Base Rate Canada, as the case may be, or by
reason of a change in any applicable law or government regulation, guideline or
order (whether or not having the force of law but, if not having the force of
law, one with which a responsible bank would comply) or in the interpretation
thereof by any Official Body affecting such Lender or any relevant financial
market, which results in LIBOR or the Alternate Base Rate Canada, as the case
may be, no longer representing the effective cost to such Lender of deposits in
such market for a relevant Interest Period, or (iv) any change to present law or
any future law, regulation, order, treaty or official directive (whether or not
having the force of law but, if not having the force of law, one with which a
responsible bank would comply) or any change therein or any interpretation or
application thereof by any Official Body has made it unlawful for such Canadian
Lender to make or maintain or give effect to its obligations in respect of
United States dollar advances in Canada as contemplated herein, then

     (a)  the right of the Canadian Borrowers to obtain any affected type of
          credit from such Canadian Lender shall be suspended until such
          Canadian Lender determines that the circumstances causing such
          suspension no longer exist and the Agent so notifies the Canadian
          Borrowers and the other Canadian Lenders;



                                      -31-


     (b)  if any affected type of credit is not yet outstanding, any applicable
          Drawdown Notice, Rollover Notice or Conversion Notice shall be
          cancelled and the advance requested therein shall not be made;

     (c)  if any LIBOR Loan is already outstanding at any time when the right of
          the Canadian Borrowers to obtain extension of credit by way of a LIBOR
          Loan is suspended, it shall, subject to the Canadian Borrowers having
          the right to obtain credit by way of a Base Rate Canada Loan at such
          time, be converted on the last day of the Interest Period applicable
          thereto (or on such earlier date as may be required to comply with any
          applicable law) to a Base Rate Canada Loan in the principal amount
          equal to the principal amount of the LIBOR Loan or, if the Canadian
          Borrowers do not have the right to obtain credit by way of a Base Rate
          Canada Loan at such time, such LIBOR Loan shall be converted on the
          last day of the Interest Period applicable thereto (or on such earlier
          date as may be required to comply with any applicable law) to a Prime
          Rate Loan in the principal amount equal to the Canadian Dollar
          Equivalent of the principal amount of such LIBOR Loan; and

     (d)  if any Base Rate Canada Loan is already outstanding at any time when
          the right of the Borrowers to obtain credit by way of a Base Rate
          Canada Loan is suspended, it shall, subject to the Canadian Borrowers
          having the right to obtain extension of credit by way of a LIBOR Loan
          at such time, be immediately converted to a LIBOR Loan in the
          principal amount equal to the principal amount of the Base Rate Canada
          Loan and having an Interest Period of one month or, if the Canadian
          Borrowers do not have the right to obtain credit by way of a LIBOR
          Loan at such time, it shall be immediately converted to a Prime Rate
          Loan in the principal amount equal to the Canadian Dollar Equivalent
          of the principal amount of the Base Rate Canada Loan.

If the Canadian Borrowers are notified by the Agent as aforesaid, then the
Canadian Borrowers may indicate to the Agent in writing that they desire to
replace the aforesaid Canadian Lender and, in such event, the provisions of
Section 8.3 shall apply mutatis mutandis to such Canadian Lender as if such
Canadian Lender were the Affected Lender.

3.7 INABILITY TO FUND LIBOR LOAN IN THE UNITED STATES. If a U.S. Lender
determines in good faith, which determination shall be final, conclusive and
binding on the U.S. Borrower, and the Agent notifies the U.S. Borrower that (i)
adequate and fair means do not exist for ascertaining the interest rate on the
basis provided in the definition of LIBOR, (ii) the making or continuation of
LIBOR Loans in the United States has been made impracticable by the occurrence
of a contingency (other than a mere increase in rates payable by such U.S.
Lender to fund the advance) which materially and adversely affects the funding
of the advances at any interest rate computed on the basis of LIBOR, or by
reason of a change since the date hereof in any applicable law or government
regulation, guideline or order (whether or not having the force of law but, if
not having the force of law, one with which a responsible U.S. commercial bank
would comply) or in the interpretation thereof by any Official Body affecting
such Lender or any relevant financial market, which results in LIBOR no longer
representing the effective cost to such Lender of deposits in such market for a
relevant Interest Period, or (iii) any change to



                                      -32-


present law or any future law, regulation, order, treaty or official directive
(whether or not having the force of law but, if not having the force of law, one
with which a responsible U.S. commercial bank would comply) or any change
therein or any interpretation or application thereof by any Official Body has
made it unlawful for such U.S. Lender to make or maintain or give effect to its
obligations in respect of LIBOR Loans in the United States as contemplated
herein, then:

     (a)  the right of the U.S. Borrower to obtain any credit in United States
          dollars by way of LIBOR Loans, shall be suspended until such U.S.
          Lender determines, acting reasonably, that the circumstances causing
          such suspension no longer exist and such U.S. Lender so notifies the
          U.S. Borrower;

     (b)  if any credit in United States dollars by way of LIBOR Loans is not
          yet outstanding, any applicable Drawdown Notice shall be cancelled and
          the advance requested therein shall not be made; and

     (c)  if any LIBOR Loan is already outstanding at any time when the right of
          the U.S. Borrower to obtain credit by way of a LIBOR Loan is
          suspended, it shall, subject to the U.S. Borrower having the right to
          obtain credit by way of a Base Rate New York Loan at such time, be
          converted to a Base Rate New York Loan on the last day of the Interest
          Period applicable thereto (or on such earlier date as may be required
          to comply with any applicable law).

If the U.S. Borrower is notified by the Agent as aforesaid, then the U.S.
Borrower may indicate to the Agent in writing that it desires to replace the
aforesaid U.S. Lender and, in such event, the provisions of Section 8.3 shall
apply mutatis mutandis to such U.S. Lender as if such U.S. Lender were the
Affected Lender.

3.8 TIMING OF CREDIT AVAILMENTS. No Bankers' Acceptance, LIBOR Loan or BA Rate
Loan under any Credit Facility may have a maturity date later than the Maturity
Date or that would, with respect to Credit Facility 1, prevent the Borrowers
from paying the scheduled instalments under Credit Facility 1 pursuant to
Section 9.1.

3.9 TIME AND PLACE OF PAYMENTS. Except as otherwise provided herein, the
Borrowers shall make all payments pursuant to this agreement or pursuant to any
document, instrument or agreement delivered pursuant hereto by deposit to the
applicable Designated Account before 1:00 p.m. (Toronto time) on the day
specified for payment and the Agent shall be entitled to withdraw the amount of
any payment due to the Agent or the Lenders from such account on the day
specified for payment. Any such payment received on the day specified for such
payment but after 1:00 p.m. (Toronto time) shall be deemed to have been received
prior to 1:00 p.m. (Toronto time) on the Banking Day immediately following such
day specified for payment.

3.10 REMITTANCE OF PAYMENTS. Forthwith after the withdrawal from the applicable
Designated Account by the Agent of any payment of principal, interest, fees or
other amounts for the benefit of the relevant Lenders pursuant to Section 3.9,
the Agent shall, subject to Sections 3.3 and 8.3, remit to each relevant Lender,
in immediately available funds, such Lender's Pro



                                      -33-


Rata Share of such payment (except to the extent such payment results from a
Loan with respect to which a Lender had failed, pursuant to Section 3.3, to make
available to the Agent its Pro Rata Share and, where any other Lender has made
funds available in the place and stead of a Defaulting Lender); provided that if
the Agent, on the assumption that it will receive, on any particular date, a
payment of principal (including, without limitation, a prepayment), interest,
fees or other amount under a particular Credit Facility, remits to each relevant
Lender its Pro Rata Share of such payment and the relevant Borrower fails to
make such payment, each relevant Lender agrees to repay to the Agent, forthwith
on demand, to the extent that such amount is not recovered from the relevant
Borrower on demand and after reasonable efforts by the Agent to collect such
amount (without in any way obligating the Agent to take any legal action with
respect to such collection), such Lender's Pro Rata Share of the payment made to
it pursuant hereto together with interest thereon at the then prevailing
interbank rate for each day from the date such amount is remitted to the
relevant Lenders until the date such amount is paid or repaid to the Agent, the
exact amount of the repayment required to be made by the relevant Lenders
pursuant hereto to be as set forth in a certificate delivered by the Agent to
each relevant Lender, which certificate shall constitute prima facie evidence of
such amount of repayment. Notwithstanding the foregoing, with respect to any
standby fees paid to the Agent for the benefit of the U.S. Lenders pursuant to
Section 7.6, the Pro Rata Share with respect to each U.S. Lender which has a
related Canadian Lender shall be calculated on the basis that (i) such Lender's
Individual Commitment with respect to Credit Facility 2 shall be the amount of
such Lender's Individual Commitment with respect to Credit Facility 2 otherwise
determined hereunder less the amount of outstanding credit extended to the
Canadian Borrowers hereunder by the related Canadian Lender and (ii) the Total
Commitment Amount with respect to the Credit Facility 2 shall be adjusted
accordingly.

3.11 EVIDENCE OF INDEBTEDNESS.

     (a)  The Agent shall open and maintain accounts wherein the Agent shall
          record the amount and type of credit outstanding, each advance and
          each payment of principal and interest on account of each Loan, each
          Bankers' Acceptance accepted and cancelled and all other amounts
          becoming due to and being paid to the Lenders or the Agent under a
          particular Credit Facility. The Agent's accounts constitute, in the
          absence of manifest error, prima facie evidence of the indebtedness of
          the Borrowers to the Lenders and the Agent under the applicable Credit
          Facility.

     (b)  The Overdraft Lender shall open and maintain accounts wherein it shall
          record the amount and currency of each Overdraft Loan, each payment of
          principal and interest on account of each Overdraft Loan and all other
          amounts becoming due to and being paid to the Overdraft Lender. The
          Overdraft Lender's accounts constitute, in the absence of manifest
          error, prima facie evidence of the indebtedness of the Borrowers to
          the Overdraft Lender.

     (c)  The Issuing Lender shall open and maintain accounts wherein it shall
          record the amount and currency of each Letter issued and drawn upon
          and all other amounts becoming due to and being paid to the Issuing
          Lender. The Issuing Lender's



                                      -34-


          accounts constitute, in the absence of manifest error, prima facie
          evidence of the indebtedness of the Borrowers to the Issuing Lender.

3.12 NOTICE PERIODS. Each Drawdown Notice, Rollover Notice and Conversion Notice
shall be given to the Agent

     (a)  prior to 11:00 a.m. (Toronto time) on the third Banking Day prior to
          the date of drawdown of, rollover of or conversion into a LIBOR Loan;

     (b)  prior to 11:00 a.m. (Toronto time) on the second Banking Day prior to
          the date of a drawdown of or conversion into a Base Rate Canada Loan,
          Base Rate New York Loan or a Prime Rate Loan or a drawdown of,
          rollover of or conversion into a Bankers' Acceptance; and

     (c)  prior to 11:00 a.m. (Toronto time) on the first Banking Day prior to
          the date of any other drawdown, rollover or conversion.

3.13 OVERDRAFT LOANS.

     (a)  Subject to the following provisions of this Section, overdrafts
          arising from clearance of cheques or drafts drawn on the accounts of
          the Borrowers maintained with the Overdraft Lender, and designated by
          the Overdraft Lender for such purpose, shall be deemed to be
          outstanding as extensions of credit to the respective Borrowers from
          the Overdraft Lender under Credit Facility 2 (each, an "OVERDRAFT
          LOAN") as follows:

          (i) in the case of overdrafts in Canadian dollars, as Prime Rate
               Loans; and

          (ii) in the case of overdrafts in United States dollars, as Base Rate
               New York Loans.

          For certainty, notwithstanding Section 4.1, no Drawdown Notice need be
          delivered by the Borrowers in respect of Overdraft Loans.

     (b)  Except as otherwise specifically provided herein, all references to
          Prime Rate Loans and Base Rate New York Loans shall include Overdraft
          Loans made in Canadian and United States dollars, respectively.

     (c)  Overdraft Loans shall be made by the Overdraft Lender alone, without
          assignment to or participation by the other Lenders other than
          pursuant to Section 3.13(h).

     (d)  The aggregate principal amount of the outstanding Overdraft Loans
          shall not exceed the lesser of:

          (i)  US$7,500,000 or the Canadian Dollar Equivalent thereof; and



                                      -35-


          (ii) the amount, if any, by which the amount of Credit Facility 2
               exceeds the aggregate amount of credit outstanding under Credit
               Facility 2 other than by way of Overdraft Loans.

     (e)  The Borrowers may make repayments of Overdraft Loans (together with
          accrued interest thereon) from time to time without penalty.

     (f)  All interest payments and principal repayments of or in respect of
          Overdraft Loans shall be solely for the account of the Overdraft
          Lender. Subject to Section 3.13(g), all costs and expenses relating to
          the Overdraft Loans shall be solely for the account of the Overdraft
          Lender.

     (g)  Notwithstanding anything to the contrary herein contained, or the
          contrary provisions of Applicable Law, (i) if an Event of Default
          occurs or (ii) if the Overdraft Lender so requires (and the Overdraft
          Lender agrees to so require if there have been outstanding Overdraft
          Loans for seven consecutive days), and there are then outstanding any
          Overdraft Loans, then, effective on the day of notice to that effect
          from the Overdraft Lender to the Lenders who have made Individual
          Commitments under Credit Facility 2, the Borrowers shall be deemed to
          have requested, and hereby request, extensions of credit by way of
          drawdown of an amount of Loans under Credit Facility 2, in the
          currency or currencies of the Overdraft Loans, sufficient to repay the
          Overdraft Loans and accrued and unpaid interest in respect thereof,
          and on the day of receipt of such notice, each of such Lenders shall
          disburse to the Overdraft Lender its respective Pro Rata Share of such
          amounts and such amounts shall thereupon be deemed to have been
          advanced by such Lenders to the Borrowers and to constitute Loans
          under Credit Facility 2 (by way of Base Rate New York Loans if the
          Overdraft Loans were so denominated or Prime Rate Loans if the
          Overdraft Loans were so denominated, or both). Such Loans under Credit
          Facility 2 shall be deemed to be comprised of principal and accrued
          and unpaid interest in the same proportions as the corresponding
          Overdraft Loans.

     (h)  If for any reason Base Rate New York Loans or Prime Rate Loans are not
          made pursuant to Section 3.13(g) in an amount sufficient to repay any
          amounts owed to the Overdraft Lender in respect of any outstanding
          Overdraft Loans on or before the third Banking Day after demand for
          payment thereof by the Overdraft Lender, each Lender having an
          Individual Commitment with respect to Credit Facility 2 shall be
          deemed to, and hereby agrees to, have purchased a participation in
          such outstanding Overdraft Loans in an amount equal to its Pro Rata
          Share of the applicable unpaid amount together with accrued interest
          thereon. Upon one Banking Day's notice from the Overdraft Lender, each
          Lender holding an Individual Commitment with respect to Credit
          Facility 2 shall deliver to the Overdraft Lender an amount equal to
          its respective participation in the applicable unpaid amount in same
          day funds in the relevant currency as directed by the Overdraft
          Lender. In the event that any Lender holding an Individual Commitment
          with respect to Credit Facility 2 fails to make available to the
          Overdraft Lender the amount of such Lender's participation as provided
          in this



                                      -36-


          Section 3.13(h), the Overdraft Lender shall be entitled to recover
          such amount from such Lender on demand together with interest thereon
          at the then prevailing interbank rate.

     (i)  Notwithstanding anything contained herein to the contrary, each
          Lender's obligation to make Base Rate New York Loans or Prime Rate
          Loans pursuant to Section 3.13(g) or each Lender's obligation to
          purchase a participation in any unpaid Overdraft Loans pursuant to
          Section 3.13(h), as the case may be, shall be absolute and
          unconditional and shall not be affected by any circumstance, including
          (i) any set-off, counterclaim, recoupment, defence or other right that
          such Lender may have against the Overdraft Lender or any other Person
          for any reason whatsoever, (ii) the occurrence or continuation of a
          Default or an Event of Default, (iii) any Material Adverse Change, or
          (iv) any other circumstance, happening or event whatsoever, whether or
          not similar to any of the foregoing.

3.14 GENERAL PROVISIONS RELATING TO ALL LETTERS.

     (a)  The Borrowers shall indemnify and save harmless the Lenders, the
          Issuing Lender and the Agent against all claims, losses, costs,
          expenses or damages to the Lenders, the Issuing Lender and the Agent
          arising out of or in connection with any Letter, the issuance thereof,
          any payment thereunder or any action taken by the Lenders, the Issuing
          Lender or the Agent or any other person in connection therewith,
          including, without limitation, all costs relating to any legal process
          or proceeding instituted by any party restraining or seeking to
          restrain the Issuing Lender from accepting or paying any Draft or any
          amount under any such Letter.

     (b)  The Borrowers hereby acknowledge and confirm to the Issuing Lender
          that the Issuing Lender shall not be obliged to make any inquiry or
          investigation as to the right of any beneficiary to make any claim or
          Draft or request any payment under a Letter and payment by the Issuing
          Lender pursuant to a Letter shall not be withheld by the Issuing
          Lender by reason of any matters in dispute between the beneficiary
          thereof and the relevant Borrower. The sole obligation of the Issuing
          Lender with respect to Letters is to cause to be paid a Draft drawn or
          purporting to be drawn in accordance with the terms of the applicable
          Letter and for such purpose the Issuing Lender is only obliged to
          determine that the Draft purports to comply with the terms and
          conditions of the relevant Letter.

     (c)  The Issuing Lender shall not have any responsibility or liability for
          or any duty to inquire into the form, sufficiency (other than to the
          extent provided in the preceding paragraph), authorization, execution,
          signature, endorsement, correctness (other than to the extent provided
          in the preceding paragraph), genuineness or legal effect of any Draft,
          certificate or other document presented to it pursuant to a Letter and
          the Borrowers unconditionally assume all risks with respect to the
          same. The Borrowers agree that they assume all risks of the acts or
          omissions of the beneficiary of any Letter with respect to the use by
          such beneficiary of the relevant Letter.



                                      -37-


     (d)  The obligations of the Borrowers hereunder with respect to Letters
          shall be absolute, unconditional and irrevocable and shall not be
          reduced by any event or occurrence including, without limitation, any
          lack of validity or enforceability of any such Letter, or any Draft
          with respect thereto paid or acted upon by the Issuing Lender or any
          of its correspondents being fraudulent, forged, invalid or
          insufficient in any respect, or any claims which the Borrowers may
          have against any beneficiary or transferee of any such Letter;
          provided, however, that nothing herein shall adversely affect the
          rights of the Borrowers to commence any proceeding against the Issuing
          Lender for any wrongful payments made by the Issuing Lender under a
          Letter as a result of acts or omissions constituting gross negligence
          or wilful misconduct on the part of the Issuing Lender. The
          obligations of the Borrowers hereunder with respect to Letters shall
          remain in full force and effect and shall apply to any amendment to or
          extension of the expiration date of any such Letter.

     (e)  Any action, inaction or omission taken or suffered by the Issuing
          Lender or any of the Issuing Lender's correspondents under or in
          connection with a Letter or any Draft made thereunder, if in good
          faith and in conformity with foreign or domestic laws, regulations or
          customs applicable thereto, shall be binding upon the Borrowers and
          shall not place the Issuing Lender or any of its correspondents under
          any resulting liability to the Borrowers. Without limiting the
          generality of the foregoing, the Issuing Lender and its correspondents
          may receive, accept or pay as complying with the terms of a Letter,
          any Draft thereunder, otherwise in order which may be signed by, or
          issued to, the administrator or any executor of, or the trustee in
          bankruptcy of, or the receiver for any property of, or other person or
          entity acting as the representative or in the place of, such
          beneficiary or its successors and assigns. The Borrowers covenant that
          they will not take any steps, issue any instructions to the Issuing
          Lender or any of its correspondents or institute any proceedings
          intended to derogate from the right or ability of the Issuing Lender
          or its correspondents to honour and pay any Draft or Drafts.

     (f)  The Borrowers agree that the Lenders, the Issuing Lender and the Agent
          shall have no liability to them for any reason in respect of or in
          connection with any Letter, the issuance thereof, any payment
          thereunder, or any other action taken by the Lenders, the Issuing
          Lender or the Agent or any other person in connection therewith, other
          than on account of the Issuing Lender's gross negligence or wilful
          misconduct and other than to the extent not in compliance with (b)
          above.

     (g)  Save to the extent expressly provided otherwise in this Section 3.14,
          the rights and obligations between the Issuing Bank and each Borrower
          with respect to each Letter shall be determined in accordance with the
          applicable provisions of the (i) Uniform Customs and Practice for
          Documentary Credits (1993 Revision), ICC Publications 500 or (ii) the
          International Standby Practices - ISP98, ICC Publication No. 590, as
          applicable.

3.15 AGENT'S DISCRETION TO ALLOCATE. Notwithstanding the provisions of Sections
3.2, 3.4(a) and 9.6(b) with respect to the funding of Loans and Bankers'
Acceptances and


                                      -38-


reimbursing with respect to Letters in accordance with each relevant Lender's
Pro Rata Share, the Agent shall be entitled to reallocate the funding or
reimbursement obligations among the relevant Lenders in order to ensure, to the
greatest extent practicable, that after such funding the aggregate amount of
credit extended hereunder by each Lender coincides with such Lender's Pro Rata
Share of the aggregate amount of credit extended under a particular Credit
Facility by all of the relevant Lenders, provided that no such allocation shall
result in the aggregate amount of credit extended hereunder by any Lender
exceeding such Lender's Individual Commitment under such Credit Facility.

                                    ARTICLE 4
                                    DRAWDOWN

4.1 DRAWDOWN NOTICE. Subject to Sections 3.1, 3.6 and 3.7 and provided that all
of the applicable conditions precedent set forth in Article 12 have been
fulfilled by the Borrowers or waived in accordance with Section 14.14, the
Borrowers may have credit extended to them hereunder by giving to the Agent an
irrevocable notice ("DRAWDOWN NOTICE") in substantially the form of Schedule
ERROR! REFERENCE SOURCE NOT FOUND. hereto and specifying:

     (a)  the applicable Borrower;

     (b)  the Credit Facility under which the Credit is to be extended;

     (c)  the date the credit is to be extended;

     (d)  whether the credit is to be extended by way of a Prime Rate Loan, a
          Base Rate Canada Loan, a Base Rate New York Loan, a LIBOR Loan or a
          Bankers' Acceptance;

     (e)  if the credit is to be extended by way of a Loan, the principal amount
          of the Loan;

     (f)  if the credit is to be extended by way of a LIBOR Loan, the applicable
          Interest Period;

     (g)  if the credit is to be extended by way of Bankers' Acceptances, the
          aggregate face amount of the Bankers' Acceptances to be issued and the
          term of the Bankers' Acceptances;

     (h)  if the credit is to be obtained by way of Letter, the date of issuance
          of the Letter, whether the Letter is to be a letter of credit or a
          letter of guarantee, the named beneficiary of the Letter, the maturity
          date and amount of the Letter, the currency in which the Letter is to
          be denominated and all other terms of the Letter; and

     (i)  the details of any irrevocable authorization and direction pursuant to
          Section 3.2.

                                    ARTICLE 5
                                    ROLLOVERS



                                      -39-


5.1 BANKERS' ACCEPTANCES. Subject to Section 3.4 and provided that the
applicable Canadian Borrower has, by giving notice to the Agent in accordance
with Section 5.3, requested the Canadian Lenders to accept its drafts to replace
all or a portion of outstanding Bankers' Acceptances as they mature, each
Canadian Lender shall, on the maturity of such Bankers' Acceptances and
concurrent with the payment by the Canadian Borrowers to such Canadian Lender of
the face amount of such Bankers' Acceptances or the portion thereof to be
replaced, accept such Canadian Borrower's draft or drafts having an aggregate
face amount equal to its Pro Rata Share of the aggregate face amount of the
matured Bankers' Acceptances or the portion thereof to be replaced.

5.2 LIBOR LOANS. Subject to Sections 3.6 and 3.7 and provided that the
applicable Borrower has, by giving notice to the Agent in accordance with
Section 5.3, requested the Lenders to continue to make credit available by way
of LIBOR Loans to replace all or a portion of an outstanding LIBOR Loan at the
end of its Interest Period, each Lender shall, at the end of the Interest Period
of such LIBOR Loan, continue to make credit available to such Borrower by way of
a LIBOR Loan (without a further advance of funds to such Borrower) in the
principal amount equal to its Pro Rata Share of the principal amount of the
LIBOR Loan to be replaced or the portion thereof to be replaced.

5.3 ROLLOVER NOTICE. The notice to be given to the Agent pursuant to Section 5.1
or 5.2 ("ROLLOVER NOTICE") shall be irrevocable, shall be given in accordance
with Section 3.12, shall be substantially in the form of Schedule
ERROR! REFERENCE SOURCE NOT FOUND. hereto and shall specify:

     (a)  the applicable Borrower;

     (b)  the relevant Credit Facility;

     (c)  the maturity date of the maturing Bankers' Acceptances or the expiry
          date of the Interest Period of the LIBOR Loan to be replaced, as the
          case may be;

     (d)  the face amount of the maturing Bankers' Acceptances or the principal
          amount of the LIBOR Loan to be replaced, as the case may be, and the
          portion thereof to be replaced; and

     (e)  the aggregate face amount of the new Bankers' Acceptances and the term
          or terms of the new Bankers' Acceptances or the principal amount of
          the new LIBOR Loans, as the case may be, and the Interest Period or
          Interest Periods of the new LIBOR Loans.

                                    ARTICLE 6
                                   CONVERSIONS

6.1 CONVERTING LOAN TO OTHER TYPE OF LOAN. Subject to Sections 3.1, 3.6 and 3.7
and provided that the applicable Borrower has, by giving notice to the Agent in
accordance with Section 6.4, requested that all or a portion of an outstanding
Loan of a particular type be converted into another type of Loan, each Lender
shall, on the date of conversion (which, in the case of the conversion of all or
a portion of an outstanding LIBOR Loan, shall be the last day of



                                      -40-


the Interest Period of such Loan), continue to make credit available to such
Borrower by way of the type of Loan into which the outstanding Loan or a portion
thereof is converted (with a repayment and a subsequent advance of funds to such
Borrower) in the aggregate principal amount equal to its Pro Rata Share of the
principal amount as provided in the Conversion Notice.

6.2 CONVERTING LOAN TO BANKERS' ACCEPTANCES. Subject to Sections 3.1 and 3.4 and
provided that the applicable Canadian Borrower has, by giving notice to the
Agent in accordance with Section 6.4, requested the Canadian Lenders to accept
its drafts to replace all or a portion of an outstanding Loan and, if a LIBOR
Loan or a BA Rate Loan is to be replaced, the date of conversion is the date on
which such Loan matures, each Canadian Lender shall, on the date of conversion
and concurrent with the payment by the Canadian Borrowers to each Canadian
Lender of the principal amount of such outstanding Loan or the portion thereof
which is being converted, accept such Canadian Borrower's draft or drafts having
an aggregate face amount as provided in the Conversion Notice.

6.3 CONVERTING BANKERS' ACCEPTANCES TO LOAN. Each Canadian Lender shall, on the
maturity date of a Bankers' Acceptance which such Canadian Lender has accepted,
pay to the holder thereof the face amount of such Bankers' Acceptance. Subject
to Sections 3.1, 3.6 and 3.7 and provided that the applicable Canadian Borrower
has, by giving notice to the Agent in accordance with Section 6.4, requested the
Canadian Lenders to convert all or a portion of outstanding maturing Bankers'
Acceptances into a particular type of Loan, each Canadian Lender shall, upon the
maturity date of such Bankers' Acceptances and the payment by such Canadian
Lender to the holders of such Bankers' Acceptances of the aggregate face amount
thereof, make credit available to such Canadian Borrower by way of the Loan into
which the matured Bankers' Acceptances or a portion thereof are converted in the
aggregate principal amount as provided in the Conversion Notice. Where a
particular Canadian Lender has funded the Canadian Borrowers by way of a BA Rate
Loan rather than by way of Bankers' Acceptances, the provisions of this Section
6.3 as they relate to Bankers' Acceptances shall apply mutatis mutandis to such
BA Rate Loan.

6.4 CONVERSION NOTICE. The notice to be given to the Agent pursuant to Section
6.1, 6.2, or 6.3 ("CONVERSION NOTICE"), shall be irrevocable, shall be given in
accordance with Section 3.12, shall be substantially in the form of Schedule
ERROR! REFERENCE SOURCE NOT FOUND. hereto and shall specify:

     (a)  the applicable Borrower;

     (b)  the relevant Credit Facility;

     (c)  whether an outstanding Loan or Bankers' Acceptances are to be
          converted and, if an outstanding Loan is to be converted, the type of
          Loan to be converted;

     (d)  the date on which the conversion is to take place;

     (e)  the face amount of the Bankers' Acceptances or the portion thereof
          which is to be converted or the principal amount of the Loan or the
          portion thereof which is to be converted;



                                      -41-


     (f)  the type and amount of the Loan or Bankers' Acceptances into which the
          outstanding Loan or Bankers' Acceptances are to be converted;

     (g)  if outstanding extension of credit is to be converted into a LIBOR
          Loan, the applicable Interest Period; and

     (h)  if an outstanding Loan is to be converted into Bankers' Acceptances,
          the aggregate face amount of the new Bankers' Acceptances to be
          issued, the term or terms of the new Bankers' Acceptances.

6.5 ABSENCE OF NOTICE. Subject to Sections 3.6 and 3.7, in the absence of a
Rollover Notice or Conversion Notice within the appropriate time periods
referred to herein, a maturing Bankers' Acceptance or BA Rate Loan shall be
automatically converted to a Prime Rate Loan and a maturing LIBOR Loan shall be
automatically converted to a Base Rate New York Loan as though a notice to such
effect had been given in accordance with Section 6.4.

6.6 CONVERSION AFTER DEFAULT. Subject to Sections 3.6 and 3.7, if an Event of
Default has occurred and is continuing at 10:00 a.m. (Toronto time) on the third
Banking Day prior to the maturity date of a Bankers' Acceptance, BA Rate Loan or
a LIBOR Loan, such Bankers' Acceptances or BA Rate Loan shall be automatically
converted to a Prime Rate Loan and such LIBOR Loan shall be automatically
converted to a Base Rate New York Loan as though a notice to such effect had
been given in accordance with Section 6.4.

                                    ARTICLE 7
                                INTEREST AND FEES

7.1 INTEREST RATES. The Borrowers shall pay to the Agent for the account of the
relevant Lenders, in accordance with Section 3.9, interest on the outstanding
principal amount from time to time of each Loan (other than a BA Rate Loan) and
on overdue interest thereon, at the rate per annum equal to:

     (a)  in the case of each Prime Rate Loan, the Prime Rate plus the
          Applicable Margin;

     (b)  in the case of each Base Rate Canada Loan, the Alternate Base Rate
          Canada plus the Applicable Margin;

     (c)  in the case of each Base Rate New York Loan, the Alternate Base Rate
          New York plus the Applicable Margin; and

     (d)  in the case of each LIBOR Loan in favour of a Borrower, LIBOR plus the
          Applicable Margin.

7.2 CALCULATION AND PAYMENT OF INTEREST.

     (a)  Interest on the outstanding principal amount from time to time of each
          Prime Rate Loan and on overdue interest thereon shall accrue from day
          to day from and including the date on which credit is made available
          by way of such Loan or on which such overdue interest is due, as the
          case may be, to but excluding the date



                                      -42-


          on which such Loan or overdue interest, as the case may be, is repaid
          in full (both before and after maturity and before and after judgment)
          and shall be calculated on the basis of the actual number of days
          elapsed divided by 365 or 366 in the case of a leap year.

     (b)  Interest on the outstanding principal amount from time to time of each
          LIBOR Loan, Base Rate New York Loan and Base Rate Canada Loan and on
          overdue interest thereon shall accrue from day to day from and
          including the date on which credit is made available by way of such
          Loan or on which such overdue interest is due, as the case may be, to
          but excluding the date on which such Loan or overdue interest, as the
          case may be, is repaid in full (both before and after maturity and
          before and after judgment) and shall be calculated on the basis of the
          actual number of days elapsed divided by 360.

     (c)  Accrued interest shall be paid,

          (i)  in the case of interest on Prime Rate Loans, Base Rate New York
               Loans and Base Rate Canada Loans, quarterly in arrears on the
               last Banking Day of each Fiscal Quarter, on the date of each
               scheduled instalment under Section 9.1 and on the termination of
               the applicable Credit Facility; and

          (ii) in the case of interest on LIBOR Loans, on the last day of the
               applicable Interest Period and, where the Interest Period is
               longer than three months, three months after the beginning of
               such Interest Period and on the termination of the applicable
               Credit Facility.

7.3 GENERAL INTEREST RULES.

     (a)  For the purposes hereof, whenever interest is calculated on the basis
          of a year of 360 or 365 days, each rate of interest determined
          pursuant to such calculation expressed as an annual rate for the
          purposes of the Interest Act (Canada) is equivalent to such rate as so
          determined multiplied by the actual number of days in the calendar
          year in which the same is to be ascertained and divided by 360 or 365,
          as the case may be.

     (b)  Interest on each Loan and on overdue interest shall be payable in the
          currency in which such Loan is denominated during the relevant period.

     (c)  If any Borrower fails to pay any interest, fee or other amount of any
          nature payable by it to the Agent or the Lenders hereunder (other than
          principal) on the due date therefor or under any document, instrument
          or agreement delivered pursuant hereto on the due date therefor, such
          Borrower shall pay to the Agent interest on such overdue amount in the
          same currency as such overdue amount is payable from and including
          such due date to but excluding the date of actual payment (as well
          after as before judgment) at the rate per annum, calculated and
          compounded monthly, which is equal to:



                                      -43-


          (i)  the Alternate Base Rate Canada plus 3% per annum in the case of
               overdue amounts denominated in U.S. dollars; and

          (ii) the Prime Rate plus 3% per annum in the case of all other overdue
               amounts.

7.4 SELECTION OF INTEREST PERIODS. With respect to each LIBOR Loan, the
Borrowers shall specify in the Drawdown Notice, Rollover Notice or Conversion
Notice, the duration of the Interest Period provided that:

     (a)  no LIBOR Loan may have an Interest Period that would end after the
          Maturity Date;

     (b)  Interest Periods for LIBOR Loans shall have a duration of one, two,
          three or six months;

     (c)  the first Interest Period for a LIBOR Loan shall commence on and
          include the day on which credit is made available by way of such Loan
          and each subsequent Interest Period applicable thereto shall commence
          on and include the date of the expiry of the immediately preceding
          Interest Period applicable thereto; and

     (d)  if any Interest Period would end on a day which is not a Banking Day,
          such Interest Period shall be extended to the next succeeding Banking
          Day unless such next succeeding Banking Day falls in the next calendar
          month, in which case such Interest Period shall be shortened to end on
          the immediately preceding Banking Day.

7.5 ACCEPTANCE FEES. With respect to each draft of the Canadian Borrowers
accepted pursuant hereto, such Canadian Borrower shall pay to the Canadian
Lenders, in advance, an acceptance fee calculated at the applicable rate per
annum, on the basis of a year of 365 days, set forth in Schedule
ERROR! REFERENCE SOURCE NOT FOUND. hereto, on the face amount of such Bankers'
Acceptance for its term, being the actual number of days in the period
commencing on the date of acceptance of the applicable Canadian Borrower's draft
and ending on but excluding the maturity date of the Bankers' Acceptance. Such
acceptance fees shall be non-refundable and shall be fully earned when due.

7.6 STANDBY FEES. Upon the first Banking Day immediately following the
completion of each Fiscal Quarter and on the termination of a particular
Revolving Facility, the Borrowers shall pay, in accordance with Section 3.9, to
the U.S. Lenders (to the extent such U.S. Lenders are not also Canadian Lenders)
and otherwise to the Canadian Lenders, in arrears, a standby fee on the
Available Credit with respect to such Revolving Facility, calculated and
accruing daily from the date of the execution and delivery of this agreement at
the rate per annum equal to the Applicable Margin pertaining to such Revolving
Facility set forth in Schedule ERROR! REFERENCE SOURCE NOT FOUND. hereto,
calculated on the basis of a year of 365 days during such Fiscal Quarter or
other period as the case may be. For certainty, any such fees payable by the
Canadian Borrowers shall be payable to the Canadian Lenders and any such fees
payable by the U.S. Borrower shall be payable to the U.S. Lenders.



                                      -44-


7.7 WAIVER. To the extent permitted by Applicable Law, the covenant of the
Borrowers to pay interest at the rates provided herein shall not merge in any
judgment relating to any obligation of the Borrowers to the Lenders and any
provision of the Interest Act (Canada) which restricts any rate of interest set
forth herein shall be inapplicable to this agreement and is hereby waived by the
Borrowers.

7.8 MAXIMUM RATE PERMITTED BY LAW. No interest or fee to be paid hereunder shall
be paid at a rate exceeding the maximum rate permitted by Applicable Law. In the
event that such interest or fee exceeds such maximum rate, such interest or fees
shall be reduced or refunded, as the case may be, so as to be payable at the
highest rate recoverable under Applicable Law.

7.9 LETTER FEES.

     (a)  The relevant Borrower shall pay to the Agent for the account of the
          relevant Lenders (ie. a Canadian Borrower shall pay to the Canadian
          Lenders and the U.S. Borrower shall pay to the U.S. Lenders) an
          issuance fee (in the currency which the Letter is denominated) in
          advance on the date each Letter is issued or renewed calculated at a
          rate per annum equal to the Applicable Margin and on the amount of
          each such Letter for the number of days in the term of such Letter in
          the year of 365 or 366 days, as the case may be, in which the Letter
          is issued or renewed. In addition, with respect to all Letters, the
          Borrowers shall from time to time pay to the Agent for the account of
          the Issuing Lender its usual and customary fees (at the then
          prevailing rates) for the amendment, delivery and administration of
          letters of credit and letters of guarantee such as the Letters. Each
          such payment is non-refundable and fully earned when due.

     (b)  The Borrowers shall pay to the Agent for the account of the Issuing
          Lender a fee (in the currency in which the Letter is denominated) in
          advance on the date each Letter is issued or renewed and calculated at
          a rate of 0.125% per annum on the amount of each such Letter for the
          number of days in the term of such Letter in the year of 365 or 366
          days, as the case may be, in which the Letter is issued or renewed.
          Each such payment is non-refundable and fully earned when due.

                                    ARTICLE 8
                 RESERVE, CAPITAL, INDEMNITY AND TAX PROVISIONS

8.1 CONDITIONS OF CREDIT. The obtaining or maintaining of credit hereunder shall
be subject to the terms and conditions contained in this Article 8.

8.2 CHANGE OF CIRCUMSTANCES.

     (a)  If, after the date hereof, the introduction of or any change in or in
          the interpretation of, or any change in its application to any Lender
          of, any law or any regulation or guideline issued by any Official
          Body, including, without limitation, any reserve or special deposit
          requirement or any tax (other than tax on a Lender's general income)
          or any capital requirement, has, due to a Lender's compliance, the
          effect, directly or indirectly, of (i) increasing the cost to such
          Lender of



                                      -45-


          performing its obligations hereunder; (ii) reducing any amount
          received or receivable by such Lender hereunder or its effective
          return hereunder or on its capital; or (iii) causing such Lender to
          make any payment or to forego any return based on any amount received
          or receivable by such Lender hereunder, then the Lender shall deliver
          to the Borrowers a certificate stating that such costs have been
          incurred because of the existence of this Agreement or the Loans and
          setting out the reason for and the calculation of the relevant amount
          and shall document that such costs are generally being charged by such
          Lender to other similarly situated Borrowers under similar credit
          facilities and, upon demand from time to time, the Borrowers shall pay
          such amount as shall compensate such Lender for any such cost,
          reduction, payment or foregone return (but no earlier than the amount
          to which it pertains would have been required to be paid hereunder)
          provided that the Borrowers shall be obligated under this Section
          8.2(a) to compensate such Lender for capital adequacy requirements
          measured against its outstanding obligations hereunder only to the
          extent such capital adequacy requirements are in excess of the capital
          adequacy requirements as of the date hereof. Any certificate of a
          Lender in respect of the foregoing will be conclusive and binding upon
          the Borrowers, except for manifest error, provided that such Lender
          shall determine the amounts owing to it in good faith using any
          reasonable averaging and attribution methods.

     (b)  Each Lender agrees that, as promptly as practicable after it becomes
          aware of the occurrence of an event or the existence of a condition
          that would cause it to seek additional amounts from the Borrowers
          pursuant to Section 8.2(a), it will use reasonable efforts to make,
          fund or maintain the affected credit through another lending office or
          take such other actions as it deems appropriate if as a result thereof
          the additional moneys which would otherwise be required to be paid in
          respect of such credit pursuant to Section 8.2(a) would be reduced and
          if, as determined by such Lender in its sole discretion, the making,
          funding or maintaining of such credit through such other lending
          office or the taking of such other actions would not otherwise
          adversely affect such credit or such Lender and would not, in such
          Lender's sole discretion, be commercially unreasonable.

     (c)  Notwithstanding Section 8.2(a), the Borrowers shall not be liable to
          compensate a Lender for any such cost, reduction, payment or foregone
          return:

          (i)  resulting from any law, regulation or guideline now in effect;

          (ii) occurring more than 60 days before receipt by the Borrowers of
               the certificate described in Section 8.2(a); or

          (iii) if such compensation is not being claimed as a general practice
               from customers of such Lender who by agreement are liable to pay
               such or similar compensation.

In determining the amount of compensation payable by the Borrowers under Section
8.2(a), such Lender shall use all reasonable efforts to minimize the
compensation payable by the Borrowers



                                      -46-


including, without limitation, using all reasonable efforts to obtain refunds or
credits, and any compensation paid by the Borrowers which is later determined
not to have been properly payable or in respect of which a refund, credit or
compensation has been received shall forthwith be reimbursed by such Lender to
the Borrowers.

8.3 ASSIGNMENT AS A RESULT OF CHANGE OF CIRCUMSTANCES. If any Lender but not all
of the Lenders seeks additional compensation pursuant to Section 8.2(a) (the
"AFFECTED LENDER"), then the Borrowers may indicate to the Agent in writing that
they desire the Affected Lender to be replaced with one or more of the other
Lenders, and the Agent shall then forthwith give notice to the other Lenders
that any Lender or Lenders may, in the aggregate, assume all (but not part) of
the Affected Lender's Individual Commitment and obligations hereunder and
acquire all (but not part) of the rights of the Affected Lender and assume all
(but not part) of the obligations of the Affected Lender under each of the other
agreements and instruments delivered pursuant hereto (but in no event shall any
other Lender or the Agent be obliged to do so). If one or more Lenders shall so
agree in writing (herein collectively called the "ASSENTING LENDERS" and
individually called an "ASSENTING LENDER") with respect to such acquisition and
assumption, the Individual Commitment and the obligations of such Assenting
Lender under this agreement and the rights and obligations of such Assenting
Lender under each of the other agreements and instruments delivered pursuant
hereto shall be increased by its respective pro rata share (based on the
relative Individual Commitments of the Assenting Lenders) of the Affected
Lender's Pro Rata Share of outstanding credit and Individual Commitment and
obligations under this agreement and rights and obligations under each of the
other agreements and instruments delivered pursuant hereto on a date mutually
acceptable to the Assenting Lenders and the Borrowers. On such date, the
Assenting Lenders shall pay to the Affected Lender the amount of the outstanding
credit which it has made available to the Borrowers and the Affected Lender
shall cease to be a "Lender" for purposes of this agreement and shall no longer
have any obligations hereunder. Upon the assumption of the Affected Lender's
Individual Commitment as aforesaid by an Assenting Lender, Schedule
ERROR! REFERENCE SOURCE NOT FOUND. hereto shall be deemed to be amended to
increase the Individual Commitment of such Assenting Lender by the respective
amounts of such assumption. If there are no Assenting Lenders, the Borrowers may
designate to the Agent by written notice a Canadian chartered bank which is not
a Lender and, for all purposes of this Section 8.3, such bank shall be the sole
Assenting Lender.

8.4 INDEMNITY RELATING TO CREDITS. Upon notice from the Agent to the Borrowers
(which notice shall be accompanied by a detailed calculation of the amount to be
paid by the Borrowers), the Borrowers shall pay to the Agent or the Lenders such
amount or amounts as will compensate the Agent or the Lenders for any loss, cost
or expense incurred by them:

     (a)  in the liquidation or redeposit of any funds acquired by the Lenders
          to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a
          result of:

          (i)  the failure of any Borrower to borrow or make repayments on the
               dates specified under this agreement or in any notice from any
               Borrower to the Agent; or



                                      -47-


          (ii) the repayment or prepayment of any amounts on a day other than
               the payment dates prescribed herein or in any notice from any
               Borrower to the Agent; or

     (b)  with respect to any Bankers' Acceptance, arising from claims or legal
          proceedings, and including reasonable legal fees and disbursements,
          respecting the collection of amounts owed by a Canadian Borrower
          hereunder in respect of such Bankers' Acceptance or the enforcement of
          the Agent's or Lenders' rights hereunder in respect of such Bankers'
          Acceptance including, without limitation, legal proceedings attempting
          to restrain the Agent or the Lenders from paying any amount under such
          Bankers' Acceptance; or

     (c)  in converting United States dollars into Canadian dollars or Canadian
          dollars into United States dollars as a result of the failure of the
          Borrowers to make repayments of outstanding credit hereunder in the
          currency in which such outstanding credit was denominated.

8.5 INDEMNITY FOR TRANSACTIONAL AND ENVIRONMENTAL LIABILITY.

     (a)  The Borrowers hereby agree to indemnify, exonerate and hold the Agent
          and each Lender and each of their respective officers, directors and
          agents (collectively, the "INDEMNIFIED PARTIES") free and harmless
          from and against any and all claims, demands, actions, causes of
          action, suits, losses, costs (including, without limitation, all
          documentary, recording, filing, mortgage or other stamp taxes or
          duties), liabilities (other than contingent liabilities and/or related
          accounts) and damages, and expenses in connection therewith
          (irrespective of whether such Indemnified Party is a party to the
          action for which indemnification hereunder is sought), and including,
          without limitation, reasonable legal fees and out of pocket
          disbursements (collectively, in this Section 8.5(a), the "INDEMNIFIED
          LIABILITIES"), paid, incurred or suffered by the Indemnified Parties
          or any of them as a result of, or arising out of, or relating to (i)
          any transaction financed or to be financed in whole or in part,
          directly or indirectly, with the proceeds of any extension of credit
          obtained hereunder, or (ii) the execution, delivery, performance or
          enforcement of this agreement and any instrument, document or
          agreement executed pursuant hereto, except for any such Indemnified
          Liabilities that a court of competent jurisdiction determined arose on
          account of the relevant Indemnified Party's gross negligence or
          willful misconduct.

     (b)  Without limiting the generality of the indemnity set out in Section
          8.5(a), the Borrowers hereby further agree to indemnify, exonerate and
          hold the Indemnified Parties free and harmless from and against any
          and all claims, demand, actions, causes of action, suits, losses,
          costs, liabilities (other than contingent liabilities and/or related
          accounts) and damages, and expenses in connection therewith,
          including, without limitation, reasonable legal fees and out of pocket
          disbursements, of any and every kind whatsoever (collectively, in this
          Section 8.5(b), the "INDEMNIFIED LIABILITIES"), paid, incurred or
          suffered by the Indemnified Parties or any of them for, with respect
          to, or as a direct or indirect



                                      -48-


          result of, (i) the presence on or under, or the escape, seepage,
          leakage, spillage, discharge, emission or release from, any Property
          of any Hazardous Material or (ii) the breach or violation of any
          Environmental Law by any of the Companies, except for any such
          Indemnified Liabilities that a court of competent jurisdiction
          determined arose on account of the relevant Indemnified Party's gross
          negligence or willful misconduct.

     (c)  All obligations provided for in this Section 8.5 shall survive any
          termination of the Credit Facilities or this agreement and shall not
          be reduced or impaired by any investigation made by or on behalf of
          the Agent or any of the Lenders.

     (d)  The Borrowers hereby agree that, for the purposes of effectively
          allocating the risk of loss placed on the Borrowers by this Section
          8.5, the Agent and each of the Lenders shall be deemed to be acting as
          the agent or trustee on behalf of and for the benefit of its officers,
          directors and agents.

     (e)  If, for any reason, the obligations of the Borrowers pursuant to this
          Section 8.5 shall be unenforceable, the Borrowers agree to make the
          maximum contribution to the payment and satisfaction of each
          obligation that is permissible under applicable law, except to the
          extent that a court of competent jurisdiction determines such
          obligations arose on account of the gross negligence or willful
          misconduct of any Indemnified Party.

8.6 GROSS-UP FOR TAXES.

     (a)  Any and all payments made by any Borrower hereunder or under any other
          Loan Document (any such payment being hereinafter referred to as a
          "PAYMENT") to or for the benefit of the Agent or any Lender shall be
          made without set-off or counterclaim, and free and clear of, and
          without deduction or withholding for, or on account of, any and all
          present or future Taxes, except to the extent such deduction or
          withholding is required by law or the administrative practice of any
          Official Body. If any Borrower shall be so required to deduct or
          withhold any Taxes from or in respect of any Payment made to or for
          the benefit of the Agent or any Lender, such Borrower shall:

          (i)  promptly notify the Agent of such requirement;

          (ii) pay to the Agent or such Lender, as the case may be, in addition
               to the Payment to which the Agent or such Lender is otherwise
               entitled, such additional amount as is necessary to ensure that
               the net amount actually received by the Agent or such Lender
               (free and clear of, and net of, any such Taxes, including the
               full amount of any Taxes required to be deducted or withheld from
               any additional amount paid by such Borrower under this Section
               8.6(a), whether assessable against such Borrower, the Agent or
               such Lender) equals the full amount the Agent or such Lender, as
               the case may be, would have received had no such deduction or
               withholding been required;



                                      -49-


          (iii) make such deduction or withholding;

          (iv) pay to the relevant Official Body in accordance with applicable
               law the full amount of Taxes required to be deducted or withheld
               (including the full amount of Taxes required to be deducted or
               withheld from any additional amount paid by such Borrower to the
               Agent or such Lender under this Section 8.6(a)), within the time
               period required by applicable law; and

          (v)  as promptly as possible thereafter, forward to the Agent or such
               Lender, as the case may be, an original official receipt (or a
               certified copy), or other documentation reasonably acceptable to
               the Agent and such Lender, evidencing such payment to such
               Official Body.

     (b)  If the Agent or any Lender is subject to Taxes under Part XIII of the
          Tax Act (or any successor part) in respect of any Payment made by any
          Borrower but such Taxes are not levied by way of deduction or
          withholding (all such Taxes being "NON-WITHHELD PART XIII TAXES"),
          such Borrower shall pay to the Agent or such Lender, as the case may
          be, at the time such Borrower makes such Payment and in addition to
          such Payment, such additional amount as is necessary to ensure that
          the total amount received by the Agent or such Lender, as the case may
          be, is equal to the Payment plus the amount of the Non-Withheld Part
          XIII Taxes exigible in respect of the aggregate of the Payment and the
          additional amount payable under this Section 8.6(b).

     (c)  In addition, the Borrowers agree to pay any and all present or future
          stamp or documentary taxes or excise or property taxes, charges or
          levies of a similar nature, which arise from any Payment or from the
          execution, delivery or registration of, or otherwise with respect to,
          the Loan Documents and the transactions contemplated thereby (any such
          amounts being hereinafter referred to as "OTHER TAXES").

     (d)  Each Borrower hereby indemnifies and holds harmless the Agent and each
          Lender, on an after-Taxes basis, for the full amount of Taxes and
          Other Taxes, including Non-Withheld Part XIII Taxes, interest,
          penalties and other liabilities, levied, imposed or assessed against
          (and whether or not paid directly by) the Agent or such Lender, as
          applicable, and for all expenses, resulting from or relating to any
          Borrower's failure to:

          (i)  remit to the Agent or such Lender the documentation referred to
               in Section 8.6(a)(v);

          (ii) pay any Taxes in accordance with Section 8.6(a)(iv) or Other
               Taxes in accordance with Section 8.6(c) when due to the relevant
               Official Body (including, without limitation, any Taxes imposed
               by any Official Body on amounts payable under this Section 8.6
               above)); or



                                      -50-


          (iii) pay to the Agent or applicable Lender any Non-Withheld Part XIII
               Taxes in accordance with Section 8.6(b) above,

          whether or not such Taxes or Other Taxes were correctly or legally
          assessed. The Agent or any Lender who pays any Taxes or Other Taxes
          (other than Non-Withheld Part XIII Taxes), and the Agent or any Lender
          who pays any Non-Withheld Part XIII Taxes in excess of the amount (if
          any) paid by a Borrower on account thereof under Section 8.6(b) above,
          shall promptly notify such Borrower of such payment, provided,
          however, that failure to provide such notice shall not detract from,
          or compromise, the obligations of the Borrowers under this Section 8.6
          above. Payment pursuant to this indemnification shall be made within
          30 days from the date the Agent or the relevant Lender, as the case
          may be, makes written demand therefor accompanied by a certificate as
          to the amount of such Taxes or Other Taxes and the calculation
          thereof, which calculation shall be prima facie evidence of such
          amount.

     (e)  If any Borrower determines in good faith that a reasonable basis
          exists for contesting any Taxes for which a payment has been made
          under this Section 8.6 above, the relevant Lender or the Agent, as
          applicable, shall, if so requested by such Borrower, cooperate with
          such Borrower in challenging such Taxes at such Borrower's expense.

     (f)  If any Lender or the Agent, as applicable, receives a refund of, or
          credit for, Taxes for which a payment has been made by any Borrower
          under this Section 8.6 above, which refund or credit in the good faith
          judgment of such Lender or the Agent, as the case may be, is
          attributable to the Taxes giving rise to such payment made by such
          Borrower, then such Lender or the Agent, as the case may be, shall
          reimburse such Borrower for such amount (if any, but not exceeding the
          amount of any payment made under this Section 8.6 above that gives
          rise to such refund or credit), net of out-of-pocket expenses of such
          Lender or the Agent, as the case may be, which the Agent or such
          Lender, as the case may be, determines in its absolute discretion will
          leave it, after such reimbursement, in no better or worse position
          than it would have been in if such Taxes had not been exigible. Any
          such Borrower, upon the request of the Agent or any Lender, agrees to
          repay the Agent or such Lender, as the case may be, any portion of any
          such refund or credit paid over to such Borrower that the Agent or
          such Lender, as the case may be, is required to pay to the relevant
          Official Body and agrees to pay any interest, penalties or other
          charges paid by such Lender or the Agent, as the case may be, as a
          result of or related to such payment to such Official Body. Neither
          the Agent nor any Lender shall be under any obligation to arrange its
          tax affairs in any particular manner so as to claim any refund or
          credit.

     (g)  Each Borrower also hereby indemnifies and holds harmless the Agent and
          each Lender, on an after-Taxes basis, for any additional taxes on net
          income that the Agent or such Lender may be obliged to pay as a result
          of the receipt of amounts under this Section 8.6 above.



                                      -51-


     (h)  Any Lender that is entitled to an exemption from or reduction of
          withholding tax or Non-Withheld Part XIII Taxes under the law of the
          jurisdiction in which any Borrower is resident for tax purposes, or
          any treaty to which such jurisdiction is a party, with respect to
          Payments shall, at the request of such Borrower, deliver to such
          Borrower (with a copy to the Agent), at the time or times prescribed
          by applicable law or reasonably requested by such Borrower or the
          Agent, such properly completed and executed documentation prescribed
          by applicable law (if any) as will permit such payments to be made
          without withholding or at a reduced rate of withholding or a reduced
          rate of Non-Withheld Part XIII Taxes. In addition, (i) any Lender, if
          requested by any Borrower or the Agent, shall deliver such other
          documentation prescribed by applicable law (if any) or reasonably
          requested by any Borrower or the Agent as will enable such Borrower or
          the Agent to determine whether or not such Lender is subject to
          withholding or information reporting requirements, and (ii) any Lender
          that ceases to be, or to be deemed to be, resident in Canada for
          purposes of Part XIII of the Tax Act or any successor provision
          thereto in respect of Payments shall within five Business Days thereof
          notify such Borrower and the Agent in writing. Notwithstanding the
          foregoing, no Lender shall be required to deliver any documentation
          pursuant to this Section 8.6(h) that such Lender is not legally able
          to deliver or that reflects any facts or statements that are
          inaccurate.

     (i)  Neither any Lender nor the Agent shall be under any obligation to
          arrange its tax affairs in any particular manner or be obliged to
          disclose any information regarding its tax affairs or computations to
          the Borrowers or any other Person in connection with this Section 8.6
          above.

     (j)  Additional amounts payable under Section 8.6(a) and Non-Withheld Part
          XIII Taxes payable under Section 8.6(b) have the same character as the
          Payments to which they relate. For greater certainty, for example,
          additional amounts payable under Section 8.6(a) or Non-Withheld Part
          XIII Taxes payable under Section 8.6(b), in respect of interest
          payable under a Loan Document, shall be payments of interest under
          such Loan Document. All payments made under this Section 8.6 above
          shall be subject to the provisions of this Section 8.6 above.

     (k)  All Loans, advances and extensions of credit made to any Canadian
          Borrower under the Credit Facilities shall be made only by a Lender
          that is a Canadian Qualified Lender, unless such Lender became a
          Lender:

          (i)  at the written request of or with the written consent of Vitran;
               or

          (ii) in accordance with Section 16.6 following the occurrence of and
               during the continuance of an Event of Default.

          For greater certainty, neither Canadian Borrower shall be required to
          pay any amount under this Section 8.6 above in respect of any Payment
          to any Person that is not a Canadian Qualified Lender unless that
          Person ceased to be a Canadian



                                      -52-


          Qualified Lender because of a change in law or unless that Person is
          receiving such Payment because:

          (iii) that Person became a Lender at the written request of or with
               the written consent of Vitran;

          (iv) that Person acquired any interest under the Loan Documents or
               became a Participant pursuant to Section 16.6 following the
               occurrence of and during the continuance of an Event of Default;
               or

          (v)  the relevant Canadian Borrower is making the Payment in its
               capacity as a joint and several obligor or guarantor under
               Section 1.13 following the occurrence of and during the
               continuance of an Event of Default.

          For the purposes of this agreement, the term "Canadian Qualified
          Lender" means a Lender which:

          (vi) is not a "non-resident" within the meaning of the Tax Act; or

          (vii) is an "authorized foreign bank" within the meaning of the Tax
               Act and receives all payments from the relevant Canadian Borrower
               under the Credit Facilities in respect of its "Canadian banking
               business" within the meaning of the Tax Act.

     (l)  All Loans, advances and extensions of credit made to the U.S. Borrower
          under the Credit Facilities shall be made only by a Lender that is a
          U.S. Qualified Lender unless such Lender became an Lender:

          (i)  at the written request of or with the written consent of Vitran;
               or

          (ii) in accordance with Section 16.6 following the occurrence of and
               during the continuance of an Event of Default.

          For greater certainty, the U.S. Borrower shall not be required to pay
          any amount under this Section 8.6 in respect of any Payment to any
          Person that is not a U.S. Qualified Lender unless that Person ceased
          to be a U.S. Qualified Lender because of a change in law or unless
          that Person is receiving such Payment because:

          (iii) that Person became a Lender at the written request of or with
               the written consent of Vitran;

          (iv) that Person acquired any interest under the Loan Documents or
               became a Participant pursuant to Section 16.6 following the
               occurrence of and during the continuance of an Event of Default;
               or

          (v)  the U.S. Borrower is making the Payment in its capacity as a
               joint and several obligor under Section 1.13 following the
               occurrence of and during the continuance of an Event of Default.



                                      -53-


          For the purposes of this agreement, the term "U.S. Qualified Lender"
          means a Lender which:

          (vi) is a corporation, partnership or other entity created, organized
               or incorporated under the laws of the United States or a State
               thereof (including the District of Columbia) (any such entity
               being hereinafter referred to as a "UNITED STATES PERSON")
               provided, however, that in the case of any Lender other than a
               corporation, such Lender is not subject to "backup withholding"
               under Code Section 3406;

          (vii) is not a United States Person but is acting through a lending
               office located in the United States in a manner that results in a
               zero rate of withholding on any U.S. source payments made to such
               Lender by a resident of the United States; or

          (viii) is not a United States Person but is a "qualified resident"
               under an income tax convention between the United States and the
               country of residence of such Lender and such convention provides
               for a zero rate of withholding on any U.S.-source Payments made
               to such Lender by a resident of the United States,

          and in the case of a Lender referred to in (vi) through (viii) above:

          (ix) there has been no determination that such Lender is a "conduit
               entity" within the meaning of section 1.881-3(a)(4) of the United
               States Treasury Regulations with respect to Loans, advances and
               extensions of credit to the U.S. Borrower and that it is
               participating as a Lender pursuant to a "tax avoidance plan"; and

          (x)  such Lender has properly completed and timely filed with the U.S.
               Borrower all documentation required under the Code in order to
               entitle such Lender to a complete exemption from withholding of
               any and all United States federal income taxes on all Payments
               made to such Lender in connection with such Loans, advances and
               extensions of credit.

     (m)  To the extent of any conflict or inconsistency between this Section
          8.6 and any provision of any other Loan Document, this Section 8.6
          shall to the extent of such conflict or inconsistency override such
          other provision and prevail.

     (n)  Each Borrower's obligations under this Section 8.6 shall survive
          without limitation the termination of the Credit Facilities and this
          agreement and all other Loan Documents and the permanent repayment of
          the outstanding credit and all other amounts payable hereunder.

                                    ARTICLE 9
                           REPAYMENTS AND PREPAYMENTS



                                      -54-


9.1 REPAYMENT UNDER CREDIT FACILITY 1. The credit outstanding under Credit
Facility 1 as of the date hereof shall be repaid by the Borrowers to the Lenders
in the amounts on the dates set forth below and the balance of credit
outstanding under Credit Facility 1 owing after June 30, 2009 shall be repaid in
full on the Maturity Date:



   AMOUNT      DATE
   ------      ----
            
US$2,000,000   December 31, 2006
US$2,000,000   March 31, 2007
US$2,000,000   June 30, 2007
US$2,000,000   September 30, 2007
US$2,000,000   December 31, 2007
US$2,000,000   March 31, 2008
US$2,000,000   June 30, 2008
US$2,000,000   September 30, 2008
US$2,000,000   December 31, 2008
US$2,000,000   March 31, 2009
US$2,000,000   June 30, 2009


Amounts which are repaid as aforesaid may not be reborrowed.

9.2 REPAYMENT UNDER REVOLVING FACILITIES. The aggregate credit outstanding under
the Revolving Facilities, together with all accrued and unpaid interest thereon
and all accrued and unpaid fees with respect thereto, shall be repaid by the
Borrowers to the Lenders on the Maturity Date. Amounts which are repaid as
aforesaid may not be re-borrowed. As concerns any Letter which, on the Maturity
Date, has an expiry date later than the Maturity Date, the Borrowers shall pay
to the Agent for deposit to the Cash Collateral Account, on the Maturity Date,
the then contingent liability of the Issuing Lender thereunder; following such
deposit by the Borrowers to the Cash Collateral Account, the Agent shall apply
funds in the Cash Collateral Account to (a) satisfy any reimbursement
obligations of the Borrowers to the Issuing Lender under Section 9.6, or (b)
refund to the Borrowers any amounts payable by the Issuing Lender to the
Borrowers under Section 13.4.

9.3 VOLUNTARY PREPAYMENTS. The Borrowers shall be entitled, at their option and
on five Banking Days notice to the Agent, to prepay all or any portion of the
outstanding credit under any Credit Facility without penalty; provided that (i)
Section 8.4(b) shall be complied with in connection with any such prepayment and
(ii) any such prepayment of all or any portion of any outstanding Loan shall be
in an amount of no less than US$300,000 and otherwise in multiples of
US$100,000. Amounts under Revolving Facilities which have been prepaid as
aforesaid may be re-borrowed. Amounts under Credit Facility 1 which have been
prepaid as aforesaid may not be re-borrowed. Any such prepayments under Credit
Facility 1 shall be applied in inverse order of maturity.


                                      -55-


9.4 MANDATORY PREPAYMENTS UNDER THE CREDIT FACILITIES. Subject to the following
sentence, at any time during which (i) the Debt to EBITDA Ratio for the most
recently completed Fiscal Quarter is greater than 2.25 to 1 and (ii) the
proceeds of any Permitted Disposition exceeds US$3,000,000, 50% of the proceeds
of any Permitted Disposition (net of all expenses of disposition and all taxes
related thereto) shall be applied as a mandatory prepayment of Credit Facilities
on the completion of such Permitted Disposition. The proceeds from the
disposition of the Surplus Properties shall not be subject to this Section 9.4.
All credit advanced to the Borrowers under Credit Facility 1 between the date
hereof and October 16, 2006 shall be immediately repaid in full if the
Transaction is not completed by October 16, 2006. Any such prepayments shall be
applied firstly to the prepayment of outstanding credit under Credit Facility 1
in inverse order of maturity, secondly, if no credit remains outstanding under
Credit Facility 1, to the prepayment of outstanding credit under Credit Facility
3 and lastly, if no credit remains outstanding under Credit Facility 3, to the
prepayment of outstanding credit under Credit Facility 2. Amounts which are
prepaid under the Revolving Facilities as aforesaid may be re-borrowed. Amounts
which are prepaid under Credit Facility 1 as aforesaid may not be re-borrowed.

9.5 REPAYMENTS OF CREDIT EXCESS. In the event that the Credit Excess with
respect to a particular Credit Facility at any time exceeds 3% of the aggregate
amount of credit outstanding under such Credit Facility at such time, the
Borrowers shall repay to the relevant Lenders, upon the demand of the Agent, the
amount of the Credit Excess with respect to such Credit Facility at such time.
Each such repayment that is referable to a particular Credit Facility shall be
applied against credit outstanding under such Credit Facility. Each such
repayment that is not referable to a particular Credit Facility shall be
applied, firstly, against credit outstanding under Credit Facility 1 in inverse
order of maturity and, secondly, if no credit remains outstanding under Credit
Facility 1 against credit outstanding under Credit Facility 3 and lastly, if no
credit remains outstanding under Credit Facility 3 against credit outstanding
under Credit Facility 2. Each such repayment shall first be applied to repay
outstanding Prime Rate Loans, Base Rate New York Loans and Base Rate Canada
Loans under the relevant Credit Facility as selected by the relevant Borrower
and, to the extent that the amount of such repayment exceeds the aggregate
amount of credit outstanding by way of such Loans which have been repaid, shall
then be deposited by the Agent in a segregated account and held in trust for the
Lenders to be applied to repay outstanding LIBOR Loans under the relevant Credit
Facility or to satisfy reimbursement obligations with respect to outstanding
Bankers' Acceptances or Letters under the relevant Credit Facility as such Loans
or Bankers' Acceptances mature or as such Letters are drawn upon, as the case
may be.

9.6 REIMBURSEMENT OR CONVERSION ON PRESENTATION OF LETTERS.

     (a)  On presentation of a Letter and payment thereunder by the Issuing
          Lender, the Borrowers shall forthwith pay to the Agent for the account
          of the Issuing Lender, and thereby reimburse the Issuing Lender for,
          all amounts paid by the Issuing Lender pursuant to such Letter;
          failing such payment, the Borrowers shall be deemed to have effected a
          conversion of such Letter into: (i) a Prime Rate Loan in the case of a
          Letter denominated in Canadian dollars or (ii) a Base Rate New York
          Loan, in the case of a Letter denominated in United States dollars, in
          each case to the extent of the payment of the Issuing Lender
          thereunder.



                                      -56-


     (b)  (i) If the Issuing Lender makes payment under any Letter and the
          Borrowers do not fully reimburse the Issuing Lender on or before the
          date of payment, then Section 9.6(a) shall apply to deem a Loan to be
          outstanding to the relevant Borrower under this agreement in the
          manner therein set out. Each Lender shall, on request by the Issuing
          Lender, immediately pay to the Issuing Lender an amount equal to such
          Lender's Pro Rata Share of the amount paid by the Issuing Lender such
          that each Lender is participating in the deemed Loan in accordance
          with its Pro Rata Share;

          (ii) Each Lender shall immediately on demand indemnify the Issuing
          Lender to the extent of such Lender's Pro Rata Share of any amount
          paid or liability incurred by the Issuing Lender under each Letter
          issued by it to the extent that the Borrower does not fully reimburse
          the Issuing Lender therefor.

          (iii) For certainty, the obligations in this Section 9.6(b) shall
          continue as obligations of the Persons who were Lenders at the time
          each such Letter was issued notwithstanding that such Lender may
          assign its rights and obligations hereunder, unless the Issuing Lender
          specifically releases such Lender from such obligations in writing.

9.7 LETTERS SUBJECT TO AN ORDER. The Borrowers shall pay to the Agent for
deposit to the Cash Collateral Account an amount equal to the maximum amount
available to be drawn under any unexpired Letter which becomes the subject of
any Order; payment in respect of each such Letter shall be due forthwith upon
demand in the currency in which such Letter is denominated. The Agent shall
apply funds in the Cash Collateral Account to (a) satisfy any reimbursements
obligations of the Borrowers to the Issuing Lender under Section 9.6, or (b)
refund to the Borrowers any amounts payable by the Issuing Lender to the
Borrowers under Section 13.4.

9.8 REIMBURSEMENT OBLIGATION FOR MATURING BANKERS' ACCEPTANCES. Each Canadian
Borrower hereby unconditionally agrees to pay to the Canadian Lenders on the
maturity date (whether at stated maturity, by acceleration or otherwise) of each
Bankers' Acceptance drawn by such Canadian Borrower the undiscounted face amount
of such then-maturing Bankers' Acceptance. The obligation of the relevant
Canadian Borrower to reimburse the Canadian Lenders for then-maturing Bankers'
Acceptances may be satisfied by such Canadian Borrower by:

     (a)  paying to the Canadian Lenders, in accordance with Section 3.9, on the
          maturity date of such Bankers' Acceptances an amount equal to the
          aggregate undiscounted face amount thereof, provided that such
          Canadian Borrower shall notify the Agent of its intention to reimburse
          the Canadian Lenders in such manner prior to 10:00 a.m. (Toronto time)
          on such maturity date;

     (b)  replacing the maturing Bankers' Acceptances with new Bankers'
          Acceptances in accordance with Section 5.1; or



                                      -57-


     (c)  converting the maturing Bankers' Acceptances into a Loan in accordance
          with Section 6.3, 6.5 or 6.6.

In no event shall either Canadian Borrower claim from the Canadian Lenders any
grace period with respect to the aforesaid obligation of such Canadian Borrower
to reimburse the Canadian Lenders.

9.9 CURRENCY OF REPAYMENT. All payments and repayments of outstanding credit
hereunder shall be made in the currency of such outstanding credit.

                                   ARTICLE 10
                         REPRESENTATIONS AND WARRANTIES

10.1 REPRESENTATIONS AND WARRANTIES. To induce the Lenders and the Agent to
enter into this agreement and to make credit available to the Borrowers
hereunder from time to time, the Borrowers hereby represent and warrant to the
Lenders and the Agent, as at the date hereof and, as at the date of each
extension of credit as set forth in Article 12 as follows and acknowledge and
confirm that the Lenders and the Agent are relying upon such representations and
warranties in executing this agreement and in extending credit hereunder

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

     (b)  AUTHORIZATION AND ENFORCEMENT OF LOAN DOCUMENTS. All necessary action,
          corporate or otherwise, has been taken to authorize the execution,
          delivery and performance by each Company of the Loan Documents to
          which it is a party. Each Company has duly executed and delivered the
          Loan Documents to which it is a party. The Loan Documents to which
          each Company is a party are legal, valid and binding obligations of
          such Company, enforceable against such Company by the Agent and the
          Lenders in accordance with their respective 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 Company of the Loan Documents to which it is a
          party, and the consummation of the transactions contemplated herein
          and therein, do not and



                                      -58-


          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 by-laws of the Companies, any Applicable
          Law, the Purchase Agreements upon their execution and delivery or any
          agreement, lease, licence, permit or other instrument to which any
          Company is a party or is otherwise bound or by which any Company
          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 Company has complied with all Applicable Law
          in respect of the Loan Documents 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)  LITIGATION. Except as disclosed in Schedule F hereto, there are no
          actions, suits, investigations, claims or proceedings which have been
          commenced or have been threatened in writing against or affecting any
          of the Companies before any Official Body in respect of which there is
          a reasonable possibility of a determination adverse to the relevant
          Company and which, if determined adversely, could reasonably be
          expected to have a Material Adverse Effect.

     (f)  ENVIRONMENTAL COMPLIANCE.

          (i)  All facilities and property (including underlying groundwater)
               owned, leased, used or operated by the Companies have been, and
               continue to be, owned, leased, used or operated by the Companies
               in compliance with all Environmental Laws in effect at the time
               and from time to time of such ownership, leasing or usage, except
               where failure to do so could not reasonably be expected to have a
               Material Adverse Effect.

          (ii) There are no pending or threatened (in writing):

               (A)  claims, complaints, notices or requests for information
                    received by the Companies with respect to any alleged
                    violation of any Environmental Law, except such as could not
                    reasonably be expected to have a Material Adverse Effect, or

               (B)  complaints, notices or inquiries to the Companies regarding
                    potential liability under any Environmental Law which
                    liability could reasonably be expected to have a Material
                    Adverse Effect;

          (iii) There has been no escape, seepage, leakage, spillage, discharge,
               emission or release of Hazardous Materials at, on, under or from
               any property now or previously owned, leased, used or operated by
               the Companies that, singly or in the aggregate, have, or could
               reasonably be expected to have, a Material Adverse Effect.



                                      -59-


          (iv) The Companies have been issued and are in compliance with all
               Environmental Permits, except where failure to do so could not
               reasonably be expected to have a Material Adverse Effect.

          (v)  No conditions exist at, on or under any property now or
               previously owned, leased, used or operated by the Companies
               which, with the passage of time, or the giving of notice or both,
               would give rise to liability under any Environmental Law in
               effect at the time, which liability could reasonably be expected
               to have a Material Adverse Effect.

          (vi) The Companies have not within the immediately preceding 10 years
               been convicted of an offence for non-compliance with any
               Environmental Laws, Environmental Permits or Environmental Orders
               or been fined or otherwise sentenced or settled such prosecution
               short of conviction.

          (vii) The Companies have in effect a management structure and policies
               and procedures that will permit them to effectively management
               environmental risk and respond in a timely manner in compliance
               with the Environmental Laws, Environmental Orders and
               Environmental Permits in the event of Release of Hazardous
               Materials in, on or under their property.

     (g)  FINANCIAL STATEMENTS. The Financial Statements were prepared in
          accordance with generally accepted accounting principles consistently
          applied in accordance with past practice. The balance sheets contained
          in the Financial Statements fairly present the consolidated financial
          condition of the Borrowers as at the respective dates thereof and the
          statements of income contained in the Financial Statements fairly
          present the consolidated results of operations of the Borrowers during
          the respective fiscal periods covered thereby.

     (h)  SUBSIDIARIES AND PARTNERSHIPS. There are no Subsidiaries other than
          the Guarantors, Vitran Vrt (Hungary) (formerly, Vitran Rt (Hungary)),
          Vitran Spain Holdings S.L. and those which have become Subsidiaries
          pursuant to Section 11.1(o) and no Company is a member of, or a
          partner or participant in, any partnership, joint venture or
          syndicate. All of the Subsidiaries are wholly-owned Subsidiaries.

     (i)  OUTSTANDING DEFAULTS. No event has occurred which constitutes or
          which, with the giving of notice, lapse of time or both, would
          constitute a default under or in respect of any agreement, undertaking
          or instrument under which any of the Companies have outstanding
          indebtedness.

     (j)  SOLVENCY PROCEEDINGS. None of the Companies has:

          (i)  admitted its inability to pay its debts generally as they become
               due or failed to pay its debts generally as they become due;

          (ii) in respect of itself, filed an assignment or petition in
               bankruptcy or a petition to take advantage of any insolvency
               statute;



                                      -60-


          (iii) made an assignment for the benefit of its creditors;

          (iv) consented to the appointment of a receiver of the whole or any
               substantial part of its assets;

          (v)  filed a petition or answer seeking a reorganization, arrangement,
               adjustment or composition in respect of itself under applicable
               bankruptcy laws or any other applicable law or statute of Canada
               or any subdivision thereof; or

          (vi) been adjudged by a court having jurisdiction a bankrupt or
               insolvent, nor has a decree or order of a court having
               jurisdiction been entered for the appointment of a receiver,
               liquidator, trustee or assignee in bankruptcy of such Company
               with such decree or order having remained in force and
               undischarged or unstayed for a period of thirty days.

     (k)  FREEHOLD INTERESTS. None of the Borrowers or Guarantors own any
          freehold interest in any real estate other than the parcels which are
          described by their municipal addresses in Schedule H hereto.

     (l)  LEASEHOLD INTERESTS. None of the Borrowers or Guarantors own any
          leasehold interest in any real estate other than the parcels which are
          described by their municipal addresses in Schedule I hereto.

     (m)  PLEDGED CAPITAL. The classes and numbers of and the registered owners
          of the issued and outstanding shares of each of the Companies which
          have been pledged to the Agent pursuant to the Security Documents as
          of the date hereof is as set forth in Schedule J hereto.

     (n)  NO OMISSIONS. None of the representations and statements of fact set
          forth in this Section 10.1 omits to state any material fact necessary
          to make such representation or statement of fact not misleading in any
          material respect.

     (o)  INSURANCE. Each Obligor has contracted for the insurance coverage
          described in Section 11.1(h).

     (p)  FRENCH FORM OF CORPORATE NAME. The French form of the corporate name
          of each Obligor, if applicable, is as set forth in Schedule L.

     (q)  LOCATION FOR PURPOSES OF PPSA. For the purposes of Section 7(4) of the
          PPSA, each Obligor is located as set out in Schedule L hereto.

     (r)  DEPOSIT ACCOUNTS AND OTHER DEPOSITS. Each bank or other financial
          institution in which any Obligor maintains a deposit account or other
          deposit (other than with the Agent or the Lenders and whether general
          or special, time or demand, provisional or final) and the details of
          each such deposit account or other deposit are as set forth in
          Schedule L hereto.



                                      -61-


     (s)  ORGANIZATIONAL CHART. Schedule M-1 contains a complete and accurate
          corporate organizational chart of the Companies prior to completion of
          the Transaction and Schedule M-2 contains a complete and accurate
          corporate organizational chart of the Companies subsequent to the
          Transaction and such Schedule shall be deemed to be updated with each
          revised organizational chart delivered by Vitran pursuant to Section
          11.1(a)(iii).

     (t)  SOLVENCY AFTER DRAWDOWN. On an unconsolidated basis,

          (i)  the assets of the U.S. Borrower exceed its liabilities, including
               contingent liabilities at a fair valuation;

          (ii) the capital of the U.S. Borrower is not reasonably small to
               conduct its business; and

          (iii) the U.S. Borrower does not intend to incur debts, nor does it
               believe that it would incur debts, beyond its respective ability
               to pay such debts as they mature.

     (u)  EMPLOYEE BENEFIT PLANS. Each of the ERISA Companies has fulfilled in
          all material respects its obligations under the minimum funding
          standards of Section 302 of ERISA and Section 412 of the Code with
          respect to each Plan and is in material compliance with all other
          applicable provisions of ERISA. The U.S. Borrower has not nor has any
          ERISA Affiliate incurred any Withdrawal Liability that could
          reasonably expected to have a Material Adverse Effect. None of the
          ERISA Companies has received any notification that any Multiemployer
          Plan is in reorganization or has been terminated within the meaning of
          Title IV of ERISA.

     (v)  REGULATION U OR X. None of the Borrowers is engaged in the business of
          extending credit for the purpose of purchasing or carrying margin
          stock, and no proceeds of any credit obtained hereunder shall be used
          for a purpose which violates, or would be inconsistent with, F.R.S.
          Board Regulation U or X. Terms for which meanings are provided in
          F.R.S. Board Regulation U or X or any regulations substituted
          therefor, as from time to time in effect, are used in this Section
          with such meanings.

     (w)  FOREIGN ASSETS CONTROL REGULATIONS. Neither the execution and delivery
          of this agreement nor the relevant Borrowers' use of the proceeds of a
          Credit Facility will violate the Trading with the Enemy Act, as
          amended, or any of the foreign assets control regulations of the
          United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
          amended) or any enabling legislation or executive order relating
          thereto. Without limiting the foregoing, no Obligor nor any of its
          Subsidiaries (a) is or will become a Person whose property or
          interests in property are blocked pursuant to Section 1 of Executive
          Order 13224 of September 23, 2001 Blocking Property and Prohibiting
          Transactions With Persons Who Commit, Threaten to Commit, or Support
          Terrorism (66 Fed. Reg. 49079 (2001) or (b)



                                      -62-


          engages or will engage in any dealings or transactions, or be
          otherwise associated, with any such Person. Each Obligor and its
          Subsidiaries are in compliance, in all material respects, with the
          Title III of Uniting and Strengthening America by Providing
          Appropriate Tools Required to Intercept and Obstruct Terrorism Act
          (USA Patriot Act of 2001). No part of the proceeds from a Credit
          Facility will be used, directly or indirectly, for any payment to any
          governmental official or employee, political party, official of a
          political party, candidate for political office or anyone else acting
          in an official party capacity, in order to obtain, retain or direct
          business or obtain any improper advantage, in violation of the United
          States Foreign Corrupt Practices Act of 1977, as amended.

     (x)  QUEBEC ASSETS. Rout-Way Express Line Ltd./Les Services Routiers
          Express Rout Ltee and Southern Express Lines of Ontario Limited do not
          own any assets which are located in the Province of Quebec.

10.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the representations and
warranties of the Borrowers contained in Section 10.1 shall survive the
execution and delivery of this agreement and shall continue (with reference to
the actual dates at which such representations and warranties are made) until
all outstanding credit hereunder has been repaid and the Credit Facilities have
been terminated notwithstanding any investigation made at any time by or on
behalf of the Agent or any of the Lenders.

                                   ARTICLE 11
                                    COVENANTS

11.1 AFFIRMATIVE COVENANTS. The Borrowers hereby covenant and agree with the
Agent and the Lenders that, until all outstanding credit hereunder has been
repaid in full and the Credit Facilities have been terminated, and unless the
Lenders otherwise expressly consent in writing in accordance with Section 14.14.

     (a)  FINANCIAL REPORTING. The Borrowers shall furnish the Agent with the
          following documents, statements and reports:

          (i)  within 120 days after the end of each Fiscal Year, a copy of the
               audited consolidated financial statements of Vitran and the
               auditors' certification thereof and unaudited financial
               statements of each of the Material Subsidiaries prepared in
               accordance with generally accepted accounting principles;

          (ii) within 60 days after the end of each Fiscal Quarter, a copy of
               the unaudited consolidated financial statements of Vitran and
               each of the Material Subsidiaries with respect thereto prepared
               in accordance with generally accepted accounting principles;

          (iii) concurrently with the delivery of the financial statements of
               Vitran and the Material Subsidiaries pursuant to (i) and (ii)
               above, a compliance certificate of Vitran in the form of Schedule
               C hereto and, where the



                                      -63-


               information in Schedule M has changed as of such date, an updated
               Schedule M;

          (iv) within 15 days of the end of each calendar month, a Borrowing
               Base Certificate as at the end of such month substantially in the
               form of Schedule K; and

          (v)  such additional financial or operating reports or statements as
               the Agent on the instructions of any Lender may, from time to
               time, reasonably require.

     (b)  DEBT TO EBITDA RATIO. Vitran shall at all times maintain the Debt to
          EBITDA Ratio for each Fiscal Quarter as follows:

          (i)  at less than or equal to ______________ for each Fiscal Quarter
               from and including the Fiscal Quarter ending June 30, 2006 to and
               including the Fiscal Quarter ending June 30, 2007;

          (ii) at less than or equal to _____________ from and including the
               Fiscal Quarter ending September 30, 2007 to and including the
               Fiscal Quarter ending June 30, 2008; and

          (iii) for each Fiscal Quarter thereafter, at _____________.

     (c)  EBITDA TO CAPITAL EXPENDITURES AND INTEREST EXPENSES RATIO. Vitran
          shall, for each Fiscal Quarter, maintain the EBITDA to Capital
          Expenditures and Interest Expenses Ratio at greater than or equal to
          __________.

     (d)  EQUITY. Equity shall at all times exceed the aggregate of:

          (i)  ________________ at all times prior to the date on which the
               Transaction is completed and at all times thereafter,
               __________________; and

          (ii) the aggregate of ____% of positive Net Income for each Fiscal
               Quarter beginning December 31, 2006 and for each Fiscal Quarter
               thereafter which has been completed on or before the date of
               determination and, if Net Income for any such Fiscal Quarter is a
               negative amount, it shall be deemed to be equal to zero for such
               Fiscal Quarter.

     (e)  CORPORATE EXISTENCE. The Borrowers shall, and shall cause each of the
          Subsidiaries to, maintain their corporate existence in good standing
          and shall, and shall cause each of the Subsidiaries to, qualify and
          remain duly qualified to carry on business and own property in each
          jurisdiction in which such qualification is necessary to the extent
          that a failure to so qualify could reasonably be expected to have a
          Material Adverse Effect; provided that nothing herein shall prohibit
          the merger, consolidation, wind up or amalgamation of any Subsidiary
          into any another Subsidiary or into the Borrowers or the
          discontinuance of the operations



                                      -64-


          of any Subsidiary if such merger, consolidation or discontinuance
          could not reasonably be expected to have a Material Adverse Effect.

     (f)  CONDUCT OF BUSINESS. The Borrowers shall, and shall cause each of the
          Subsidiaries to, conduct their business in such a manner so as to
          comply in all respects with all Applicable Laws, so as to observe and
          perform all its obligations under leases, licences and agreements
          necessary for the proper conduct of its business and so as to preserve
          and protect its property and assets and the earnings, income and
          profits therefrom (including, without limitation, Environmental Laws
          and laws relating to the discharge, spill, disposal or emission of
          Hazardous Materials) to the extent that such non-compliance,
          non-observance or non-performance could reasonably be expected to have
          a Material Adverse Effect. The Borrowers shall, and shall cause each
          of the Subsidiaries to, obtain and maintain all material licenses,
          certificates of approval, consents, registrations, permits, government
          approvals, franchises, authorizations and other rights necessary for
          the operation of their business to the extent that a failure to do so
          could reasonably be expected to have a Material Adverse Effect.

     (g)  USE OF PROCEEDS. The Borrowers shall apply all of the proceeds of the
          credit obtained under (i) Credit Facility 1, to refinance existing
          Debt and to partially finance the Transaction, (ii) Credit Facility 2,
          to finance the working capital requirements of the Borrowers, and
          (iii) Credit Facility 3, to finance Acquisitions permitted hereunder.

     (h)  INSURANCE. The Borrowers shall, and shall cause each of the
          Subsidiaries to, maintain insurance with reputable insurers with
          respect to their properties and business against loss or damage of the
          kind customarily insured against by companies engaged in the same or
          similar business, of such types and in such amounts as are customarily
          carried under such circumstances by such other companies.

     (i)  TAXES. The Borrowers shall, and shall cause each of the Subsidiaries
          to, file all tax returns and tax reports required by law to be filed
          by them and pay all material taxes, rates, government fees and dues
          levied, assessed or imposed upon them and upon their property or
          assets or any part thereof, as and when the same become due and
          payable (except any such taxes or charges which are being diligently
          contested in good faith by appropriate proceedings and for which
          adequate reserves in accordance with generally accepted accounting
          principles shall have been set aside on its books), where the failure
          to file such tax returns and tax reports or to pay such taxes, rates,
          government fees or duties could reasonably have a Material Adverse
          Effect.

     (j)  REIMBURSEMENT OF EXPENSES. The Borrowers shall reimburse the Agent, on
          demand, for all reasonable out-of-pocket costs, charges and expenses
          incurred by or on behalf of the Agent (including, without limitation,
          travel costs and the reasonable fees and out-of-pocket disbursements
          of its counsel) in connection with:



                                      -65-


          (i)  the development, negotiation, preparation, execution,
               syndication, delivery, interpretation and enforcement of this
               agreement and all other documentation ancillary to the completion
               of the transactions contemplated hereby and any amendments hereto
               or thereto and any waivers of any provisions hereof or thereof
               (whether or not consummated or entered into); and

          (ii) any lien search fees relating to the transactions contemplated
               hereby;

          and the Borrowers may contest the reasonableness of such costs,
          charges and expenses in good faith. The Borrowers shall also reimburse
          each Lender for reasonable fees and out-of-pocket disbursements of its
          counsel in connection with the enforcement of this agreement.

     (k)  BOOKS AND RECORDS. The Borrowers shall, and shall cause each of the
          Subsidiaries to, keep proper books of account and records covering all
          their business and affairs on a current basis, make full, true and
          correct entries in all material respects of their transactions in such
          books, set aside on their books from their earnings all such proper
          reserves as required by generally accepted accounting principles and
          permit representatives of the Agent to inspect such books of account,
          records and documents and to make copies therefrom during reasonable
          business hours and upon reasonable notice and to discuss the affairs,
          finances and accounts of the Companies with the officers of the
          Companies and their auditors during reasonable business hours and upon
          reasonable notice.

     (l)  NOTICE OF LITIGATION. The Borrowers shall promptly notify the Agent of
          any actions, suits, inquiries, claims or proceedings (whether or not
          purportedly on behalf of any of the Companies) commenced or threatened
          in writing against or affecting any of the Companies before any
          government, parliament, legislature, regulatory authority, agency,
          commission, board or court or before any private arbitrator, mediator
          or referee which in any case or in the aggregate could reasonably be
          expected to have a Material Adverse Effect.

     (m)  ENVIRONMENTAL MATTERS. The Borrowers shall, as soon as practicable and
          in any event within 30 days, notify the Agent and provide copies upon
          receipt of all written claims, complaints, notices or inquiries from
          an Official Body relating to the condition of the facilities and
          properties of the Companies or compliance with Environmental Laws,
          which claims, complaints, notices or inquiries relate to matters which
          would have, or may reasonably be expected to have, a Material Adverse
          Effect, and shall, and shall cause each of the Subsidiaries to,
          proceed diligently to resolve any such claims, complaints, notices or
          inquiries relating to compliance with Environmental Laws and provide
          such information and certifications which the Agent may reasonably
          request from time to time to evidence compliance with this provision.

     (n)  NOTICE OF DEFAULT OR EVENT OF DEFAULT. Upon the occurrence of a
          Default or an Event of Default, the Borrowers shall promptly deliver
          to the Agent a notice



                                      -66-


          specifying the nature and date of occurrence of such Default or Event
          of Default and the action which the Borrowers propose to take with
          respect thereto.

     (o)  FUTURE SUBSIDIARIES TO BECOME GUARANTORS. The Borrowers will cause any
          Person becoming a Subsidiary after the date hereof to (i) execute and
          deliver counterparts to the Guarantee thereby becoming a Guarantor
          thereunder and to (ii) grant to the Agent a security interest in all
          of its present and future undertaking and assets. In addition, in
          connection therewith, each such new Subsidiary will be required to
          execute and deliver, or cause to be executed and delivered, all other
          relevant documentation (including opinions of counsel and corporate
          organizational and authorizing documents) as the Agent shall
          reasonably request.

     (p)  PROMPT PAYMENT. The Borrowers shall, and shall cause each Guarantor
          to, duly and punctually pay or cause to be duly and punctually paid to
          the Agent and the Lenders all amounts payable by the Obligors under
          the Loan Documents to which each is a signatory at the times and
          places and in the currency and manner mentioned therein.

     (q)  CHANGE IN SCHEDULED INFORMATION. If any of the information contained
          in Schedule L shall change, the Borrowers shall promptly notify the
          Agent in writing of the details of such change and Schedule L shall
          thereupon be deemed to be amended accordingly.

     (r)  SECURITY. The Secured Obligations of the Obligors under the Loan
          Documents shall at all times be collaterally secured by the Security.

     (s)  ERISA. The Borrowers shall, and shall cause each ERISA Affiliate to,
          furnish to the Agent:

          (i)  promptly after receipt thereof (but in no event later than 30
               days after such receipt), a copy of any notice any ERISA Company
               receives after the date of this agreement from the PBGC relating
               to the intention of the PBGC to terminate any Plan or Plans or to
               appoint a trustee to administer any Plan or Plans, if such
               termination or appointment would result in a Material Adverse
               Effect;

          (ii) within 10 days after the due date for filing with the PBGC
               pursuant to Section 412(n) of the Code of a notice of failure to
               make a required instalment or other payment with respect to a
               Plan, a statement of a financial officer setting forth details as
               to such failure and the action proposed to be taken with respect
               thereto, together with a copy of such notice given to the PBGC,
               but only if such failure to make a required instalment would
               result in a Material Adverse Effect; and

          (iii) promptly and in any event within 30 days after receipt thereof
               by any ERISA Company from the sponsor of a Multiemployer Plan, a
               copy of each notice received by any ERISA Company concerning (A)
               the imposition of any Withdrawal Liability or (B) a determination
               that a



                                      -67-


               Multiemployer Plan is, or is expected to be, terminated or in
               reorganization, in each case within the meaning of Title IV of
               ERISA, but only if the imposition of such withdrawal liability,
               in the case of clause (A), or such termination or reorganization,
               in the case of clause (B), would result in a Material Adverse
               Effect.

     (t)  TRANSACTION. On or before October 16, 2006, the Borrowers shall cause
          the Target and each of its Subsidiaries to,

          (i)  enter into an instrument of adhesion to the Guarantee in form and
               substance satisfactory to the Agent;

          (ii) enter into the Security Agreements listed in Section III of
               Schedule N in form and substance satisfactory to, and in favour
               of, the Agent for the purpose of charging all of their respective
               real and personal property which are not subject to a Permitted
               Lien as collateral security their respective obligations under
               the Guarantee;

          (iii) deliver opinions of legal counsel to the Target and its
               Subsidiaries with respect to, inter alia, each such entity, the
               enforceability of the afore-mentioned Guarantee and Security
               Agreements and as to such other matters as the Agent may
               reasonably request, and otherwise in form and substance
               satisfactory to the Agent;

          (iv) deliver a duly certified resolution of the board of directors of
               the Target and each of its Subsidiaries authorizing each to
               execute, deliver and perform its obligations under the
               aforementioned Guarantee and Security Agreements;

          (v)  deliver a certificate of a senior officer of the Target and each
               of its Subsidiaries setting forth specimen signatures of the
               individuals authorized to sign on behalf their respective behalf;

          (vi) deliver a certificate of status or good standing for the Target
               and each of its Subsidiaries issued by the appropriate
               governmental body or agency of the jurisdiction in which such
               entity is incorporated or formed;

          (vii) permanently repay all outstanding Debt (other than Permitted
               Debt) of the Target and its Subsidiaries and all guarantees and
               security therefor shall be released and discharged;

     (u)  CERTIFIED DOCUMENTS. Forthwith upon completion of the Transaction, the
          Borrowers shall deliver to the Agent true certified copies of the
          National City Bank Loan Documents and the Purchase Agreements.

     (v)  TITLE TO EXPEDITEUR PROPERTY. On or before October 23, 2006, the
          Borrowers shall deliver to the Administrative Agent a title opinion or
          title insurance, in form



                                      -68-


          and substance reasonably satisfactory to the Lenders, with respect to
          the property of Expediteur T.W. Ltee located at 3333 Joseph Dubreuil,
          Lachine, PQ H8T 3P7.

11.2 RESTRICTIVE COVENANTS. The Borrowers hereby covenant and agree with the
Agent and the Lenders that, until all outstanding credit hereunder has been
repaid in full and the Credit Facilities have been terminated, and unless the
Lenders otherwise expressly consents in writing in accordance with Section
14.14:

     (a)  ENCUMBRANCES. The Borrowers shall not, and shall not suffer or permit
          any of the Subsidiaries to, enter into or grant, create, assume or
          suffer to exist any Lien affecting any of their property, assets or
          undertaking, save and except only for the Permitted Liens.

     (b)  CORPORATE EXISTENCE. The Borrowers shall not, and shall not suffer or
          permit any of the Subsidiaries to, take part in any amalgamation,
          merger, winding-up, dissolution, capital or corporate reorganization
          or similar proceeding or arrangement, except that any of them may
          amalgamate or merge with any Subsidiary which is a direct or indirect
          wholly-owned subsidiary of the Borrowers and any Subsidiary may wind
          up into any other Subsidiary or any Borrower if it is a wholly-owned
          subsidiary of the entity or entities into which it is winding up and
          any of them may transfer any or all of its assets to any Subsidiary
          which is a direct or indirect wholly-owned subsidiary of the
          Borrowers.

     (c)  DEBT. The Borrowers shall not, and shall not suffer or permit any of
          the Subsidiaries to, incur or permit or suffer to exist any Debt other
          than Permitted Debt.

     (d)  INVESTMENTS. The Borrowers shall not, and shall not suffer or permit
          any of the Subsidiaries to, (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 Subsidiaries. Nothing in this Section 11.2(d) shall prevent any
          Borrower nor any Subsidiary from making any Acquisition as permitted
          by Section 11.2(h).

     (e)  DIVIDENDS. Vitran shall not pay dividends in an amount greater than
          10% of Net Income for the period of four consecutive Fiscal Quarters
          immediately preceding the date of such payment.

     (f)  FINANCE SUBSIDIARIES. The Borrowers shall not suffer or permit Vitran
          Vrt (Hungary) or Vitran Spain Holding S.L. (Spain) to own any assets
          other than assets of nominal value, to incur any liabilities other
          than nominal liabilities or to carry on any business.

     (g)  DISPOSITIONS OF ASSETS. The Borrowers shall not, and shall not suffer
          or permit any of the Subsidiaries to, sell, assign, transfer, convey,
          lease (as lessor) or



                                      -69-


          otherwise dispose of any of their respective assets out of the
          ordinary course of business other than Permitted Dispositions.

     (h)  RESTRICTIONS ON ACQUISITIONS. Except for the Transaction, no Borrower
          nor any Subsidiary shall make any Acquisition unless no Default or
          Event of Default has occurred which is continuing and no such event
          shall occur as a result of making such Acquisition, and if:

          (i)  the assets or entity being purchased will be used to carry on the
               Business in Canada or the United States;

          (ii) the purchase would not result in a breach of any of the
               representations, warranties or covenants contained herein,
               including financial covenants on a pro forma basis, after giving
               effect to such Acquisition, as evidenced by a certificate which
               contains financial covenant calculations in reasonable detail and
               which has been delivered to the Agent and the Lenders, and is in
               a form satisfactory to them acting reasonably;

          (iii) during the term of the Credit Facilities, the Aggregate
               Consideration of any Acquisition does not exceed US$15,000,000 or
               the Exchange Equivalent thereof individually, or US$25,000,000 or
               the Exchange Equivalent thereof in the aggregate per Fiscal Year,
               unless the prior written consent of the Majority Lenders has been
               obtained;

          (iv) for any real property (whether owned or, if the property
               previously has been used other than as office space, leased,
               occupied, managed, used or controlled) that is the subject of any
               purchase, lease or other agreement, by any Borrower or the entity
               being acquired by such Borrower shall have delivered to the Agent
               a recent phase I environmental assessment conducted by a
               Qualified Environmental Consultant and a phase II environmental
               assessment conducted by a Qualified Environmental Consultant, if
               so requested by the Agent upon (i) consultation with the relevant
               Borrower and (ii) if recommended in the phase I environmental
               assessment, together with a plan of remediation, satisfactory to
               the Agent acting reasonably, if any remediation required by
               Environmental Law is recommended in such assessments;

          (v)  in the case of an Acquisition of shares, the purchase must be
               "friendly" (i.e., not hostile) and, for certainty, shall not
               include an offer to acquire securities which has not been
               recommended by the board of directors of the targeted
               corporation; and

          (vi) the target corporation shall comply with Section 11.1(o) if such
               target corporation would be a Subsidiary and its shares shall be
               pledged to the Agent pursuant to the Security Documents.

          provided that nothing in this subsection shall restrict any Borrower's
          or any Subsidiary's ability to make any investment permitted by
          Section 11.2(d).



                                      -70-


     (i)  CAPITAL OF COMPANIES. Vitran shall not suffer or permit any of the
          other Companies to issue further equity securities, unless such equity
          securities are issued to (i) the existing equity holder or (ii) a
          Company which has executed and delivered to the Agent a Security
          Document.

     (j)  FURTHER EQUITY SECURITIES TO BE PLEDGED WITH AGENT UPON REQUEST.
          Notwithstanding any inconsistent term and conditions contained in the
          Security Documents, within 5 Banking Days of a written request of the
          Agents, the certificates representing further equity securities issued
          pursuant to the conditions contained in Subsection (i) of this section
          shall be deposited in the pledge with the Agent.

     (k)  RELATED PARTY TRANSACTIONS. The Borrowers shall not, and shall not
          permit any Guarantor to, enter into related party transactions,
          except:

          (i)  on arm's length terms in the ordinary course of business, or

          (ii) between Obligors.

     (l)  REGULATION U OR X. The Borrowers shall not, and shall not suffer or
          permit any Subsidiary to, engage in the business of extending credit
          for the purpose of purchasing or carrying margin stock. The Borrowers
          shall not use any of the proceeds of any credit extended hereunder to
          "purchase" or "carry" any "margin stock" as defined in Regulation U of
          the F.R.S. Board.

     (m)  NATIONAL CITY BANK LOAN DOCUMENTS. The Borrowers shall not suffer or
          permit Target to amend, modify, supplement or restate the National
          City Bank Loan Documents without the prior written consent of the
          Lenders.

                                   ARTICLE 12
                              CONDITIONS PRECEDENT

12.1 CONDITIONS PRECEDENT TO ALL CREDIT. The obligation of the Lenders to extend
credit hereunder is subject to fulfilment of the following conditions precedent
at the time such credit is made available:

     (a)  no Default has occurred and is continuing or would arise immediately
          after giving effect to or as a result of such extension of credit;

     (b)  the Borrowers shall have complied with the requirements of Article 4,
          Article 5 or Article 6, as the case may be, in respect of the relevant
          extension of credit; and

     (c)  the representations and warranties of the Borrowers contained in
          Section 10.1 and of the Obligors under the Guarantee and the Security
          Documents shall be true and correct in all material respects on the
          date such credit is made available as if such representations and
          warranties were made on such date.



                                      -71-


12.2 CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT. The effectiveness of
this agreement is subject to fulfilment of the following conditions precedent:

     (a)  the conditions precedent set forth in Section 12.1 have been
          fulfilled;

     (b)  the Fee Letter shall have been executed and delivered by the parties
          thereto and the Borrowers shall have paid the fees due thereunder;

     (c)  each Guarantor shall have executed and delivered to the Agent the
          Guarantee;

     (d)  each Obligor shall have executed and delivered to the Agent a
          confirmation that the Security Documents listed in Section I of
          Schedule N to which each is a signatory collaterally secures its
          respective Secured Obligations;

     (e)  the Security Documents listed in Section II of Schedule N and any
          documents in connection therewith as the Agent may require shall have
          been executed and delivered to the Agent in form and substance
          satisfactory to the Agent;

     (f)  an amending agreement, in form and substance satisfactory to the
          Agent, shall have been entered into by R.A. Christopher, Inc., Kansas
          Motor Freight Corp., Vitran Express West, Inc. and Vitran Corporation
          in respect of each Security Document to which each is a party;

     (g)  the Agent has received, in form and substance satisfactory to the
          Agent:

          (i)  a duly certified resolution of the board of directors of each
               Obligor authorizing it to execute, deliver and perform its
               obligations under the Loan Documents to which it is a signatory;

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

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

          (iv) a certificate of a senior officer of each Borrower certifying
               that no Default has occurred and is continuing or would occur or
               continue immediately after this agreement becoming effective;

          (v)  opinions of the Obligors' legal counsel with respect to, inter
               alia, each Obligor, the enforceability of this agreement, and the
               documents referenced in Sections 12.2(b), (c), (d), (e) and (f)
               and as to such other matters as the Agent may reasonably request,
               and otherwise in form and substance satisfactory to the Agent;
               and

          (vi) insurance binders, certificates of insurance and statements of
               coverage with respect to all insurance required to be maintained
               by the Obligors



                                      -72-


               hereunder, with the Agent named as loss payee or additional
               insured, as applicable.

     (h)  the Agent and its counsel shall be satisfied that all Applicable Laws
          have been complied with, all material agreements have been entered
          into and all necessary governmental, corporate and other third party
          consents and approvals have been obtained with respect to this
          agreement and the transactions contemplated herein;

     (i)  all documents and instruments shall have been properly registered,
          recorded and filed in all places which, searches shall have been
          conducted in all jurisdictions which, and deliveries of all consents,
          approvals, acknowledgments, undertakings, directions, negotiable
          documents of title and other documents and instruments to the Agent
          shall have been made which, in the opinion of the Agent's counsel, are
          necessary to make effective the Security created or intended to be
          created by the Companies pursuant to the Security Documents and to
          ensure the perfection and the intended first ranking priority (subject
          to Permitted Liens) of such security;

     (j)  no Material Adverse Change has occurred;

     (k)  the Agent shall have completed, to its satisfaction in its sole
          discretion, a due diligence review with respect to the assets,
          liabilities (including, for certainty, any environmental liability)
          and capitalization of Vitran, its financial condition and prospects,
          and the transactions contemplated herein;

     (l)  the Lenders shall have completed, to their satisfaction in their sole
          and absolute discretion, a due diligence review of all financial,
          business, legal, tax, accounting and environmental matters with
          respect to the Obligors and the transactions contemplated hereby
          including (i) the assets and operations of Target, (ii) drafts of the
          Purchase Agreements and the Transaction, (iii) the Financial
          Statements, (iv) Vitran's consolidated pro forma balance sheet after
          giving effect to the Transaction, (v) the unaudited consolidated
          financial statements of Target for the six month period ended June 30,
          2006, (vi) the audited consolidated financial statements of Target for
          the Fiscal Year ended December 31, 2005, (vii) a three-year pro forma
          consolidated financial forecast of the U.S. Borrower (after giving
          effect to the Transaction), (viii) the financing of the Transaction,
          and (ix) the National City Bank Loan Documents; and

     (m)  the Lenders shall be satisfied that Target's trailing twelve-month
          EBITDA, as at June 30, 2006, is not less than US$18,000,000.

12.3 CONDITIONS PRECEDENT TO EACH EXTENSION OF CREDIT UNDER CREDIT FACILITY 3.
The obligation of the Lenders to extend credit under Credit Facility 3 is
subject to fulfilment of the following conditions precedent at the time such
credit is extended:

     (a)  the Lenders shall be satisfied, in their sole and absolute discretion,
          that the restrictions set forth in Section 11.2(h), in respect of the
          subject Acquisition, shall have been complied with;



                                      -73-


     (b)  no Default has occurred and is continuing or would arise immediately
          after giving effect to or as a result of such extension of credit or
          completion of the subject Acquisition;

     (c)  there shall be no litigation, investigation or governmental proceeding
          outstanding, pending or threatened in writing which would have the
          effect of enjoining or restricting the completion of the subject
          Acquisition or the extension of credit hereunder or which could
          reasonably be expected to have a Material Adverse Effect;

     (d)  the Agent shall have received a duly executed and completed compliance
          certificate, in the form attached as Schedule C hereto and calculated
          on a pro forma basis after giving effect to the subject Acquisition,
          evidencing compliance with the terms of this agreement; and

     (e)  the Debt to EBITDA Ratio, after giving effect to the subject
          Acquisition, shall be less than 2.25 to 1.0.

12.4 WAIVER. The terms and conditions of Sections 12.1, 12.2 and 12.3 are
inserted for the sole benefit of the Agent and the Lenders and the Agent with
the approval of the Lenders in accordance with Section 14.4 may waive such terms
and conditions in whole or in part, with or without terms or conditions, in
respect of any extension of credit, without prejudicing their right to assert
them in whole or in part in respect of any other extension of credit.

                                   ARTICLE 13
                              DEFAULT AND REMEDIES

13.1 EVENTS OF DEFAULT. Upon the occurrence of any one or more of the following
events, unless expressly waived in accordance with Section 14.4:

     (a)  the Borrowers default in payment of any amount which is payable by the
          Borrowers under the Loan Documents when the same is due and payable;

     (b)  the commencement by any Company of proceedings for the dissolution,
          liquidation or winding-up of such Company or any such proceedings are
          commenced against any Company by a third party and such proceedings
          commenced by a third party are not being contested in good faith and
          by appropriate proceedings or, if so contested, such proceedings
          continue, without being stayed, for more than 20 Banking Days;

     (c)  any Company ceases or threatens to cease to carry on its business or
          is adjudged or declared bankrupt or insolvent or admits its inability
          to pay its debts generally as they become due or fails to pay its
          debts generally as they become due or files an assignment or petition
          in bankruptcy or a petition to take advantage of any insolvency
          statute or makes an assignment for the general benefit of its
          creditors, petitions or applies to any tribunal for, or consents to,
          the appointment of a receiver or trustee for it or for any part of its
          property (or such a receiver or trustee is appointed for it or any
          part of its property), or files a notice of intention



                                      -74-


          to file a proposal, or commences (or any other Person commences) any
          proceedings relating to it under any bankruptcy, reorganization,
          arrangement, readjustment of debt, dissolution or liquidation law or
          statute of any jurisdiction whether now or hereafter in effect
          (provided that, if such proceedings are commenced by another Person,
          such proceedings are being diligently defended and have not been
          discharged, vacated or stayed within 20 Banking Days after
          commencement), or by any act indicates its consent to, approval of, or
          acquiescence in, any such proceeding for it or for any part of its
          property, or suffers the appointment of any receiver or trustee,
          sequestrator or other custodian;

     (d)  any representation or warranty made by any Company in any Loan
          Document or in any other document, agreement or instrument delivered
          pursuant hereto or referred to herein proves to have been incorrect in
          any material respect when made or furnished;

     (e)  a writ, execution, attachment or similar process is issued or levied
          against all or any portion of any property or asset of any Company in
          connection with any judgment against such Company in an amount
          exceeding US$3,000,000 or the Canadian Dollar Equivalent thereof and
          such writ, execution, attachment or similar process is not released,
          bonded, satisfied, discharged, vacated or stayed;

     (f)  the breach or failure of due observance or performance by any Company
          of any covenant or provision of any of the Loan Documents, other than
          those heretofore or hereafter dealt with in this Section 13.1, which
          is not remedied within five Banking Days after written notice of such
          breach or failure has been given by the Agent to the Borrowers;

     (g)  one or more encumbrancers, lienors or landlords take possession of any
          property, assets or undertaking of any Company having a fair market
          value in excess of US$3,000,000 or the Canadian Dollar Equivalent
          thereof or enforce their security or other remedies against any part
          of the assets, property and undertaking of any Company having a fair
          market value in excess of US$3,000,000 or the Canadian Dollar
          Equivalent thereof and such action is not being contested in good
          faith and by appropriate proceedings or, if so contested, such
          possession or enforcement proceedings continue, without being
          discharged, vacated or stayed, for more than 20 Banking Days;

     (h)  an event of default (after the giving of all applicable notices or the
          expiry of all applicable grace periods) under any one or more
          agreements, indentures or instruments under which any Company has
          outstanding Debt in excess of US$3,000,000 or the Canadian Dollar
          Equivalent thereof or under which Debt in excess of US$3,000,000 or
          the Canadian Dollar Equivalent thereof is outstanding which is
          guaranteed by any Company shall happen and be continuing, or Debt of
          or guaranteed by any Company in excess of US$3,000,000 or the Canadian
          Dollar Equivalent thereof which is payable on demand is not paid on
          demand;

     (i)  the occurrence of a Material Adverse Change;



                                      -75-


     (j)  any one or more of the Loan Documents is determined by a court of
          competent jurisdiction not to be a legal, valid and binding obligation
          of the Company which is a party thereto, enforceable by the Agent
          against such Company and such Loan Document has not been replaced by a
          legal, valid, binding and enforceable document which is equivalent in
          effect to such Loan Document, assuming such Loan Document had
          originally been legal, valid, binding and enforceable, in form and
          substance acceptable to the Agent, within 30 days of such
          determination, provided, however, that such grace period shall only be
          provided if the applicable Company actively cooperates with the Agent
          to so replace such Loan Document;

     (k)  Vitran Express or any of the Guarantors ceases to be a Subsidiary;

     (l)  any Person or group of Persons acting in concert acquires beneficial
          ownership of shares of Vitran having attached thereto at least 20% of
          the voting rights attached to all of the shares of Vitran; or

     (m)  any one or more of the Security Documents is determined by a court of
          competent jurisdiction not to be valid and enforceable by the Agent or
          the Lenders, as the case may be, against the relevant Obligor, and any
          such document has not been replaced by a valid and enforceable
          document and equivalent in effect to such document, assuming such
          document had originally been valid and enforceable, in form and
          substance acceptable to the Agents, within thirty (30) days of such
          determination, provided, however, that such grace period shall only be
          provided if the relevant Obligor actively cooperates with the Agent to
          so replace such document.

the Agent, at the direction of the Majority Lenders, by notice to the Borrowers
and subject to Section 14.8, may terminate the Credit Facilities and, by such
notice or by further notice, may declare all indebtedness of the Borrowers to
the Lenders pursuant to this agreement (including all accrued and unpaid
interest and fees hereunder) to be immediately due and payable whereupon all
such indebtedness shall immediately become and be due and payable and the
Security shall immediately become enforceable without further demand or other
notice of any kind, all of which are expressly waived by the Borrowers to the
extent permitted by Applicable Laws (provided, however, that the Credit
Facilities shall terminate and all such indebtedness of the Borrowers to the
Lenders shall automatically become due and payable, without notice of any kind,
upon the occurrence of an event described in clause (b) or (c) above). The
repayment of the aforesaid indebtedness shall include, without limitation, the
prepayment of all outstanding Bankers' Acceptances and Letters.

13.2 BANKERS' ACCEPTANCES. If any repayment or prepayment by the Borrowers
hereunder shall require the prepayment of a Bankers' Acceptance on any day other
than the last day of its term, the amount of such repayment or prepayment of a
Bankers' Acceptance shall be the present value of the face amount of such
Bankers' Acceptance based on its maturity date, such present value to be
calculated using a discount rate equal to the yield of Government of Canada
treasury bills having a similar maturity date. Upon the payment by the Borrowers
to the Lenders of the present value of the face amount of all Bankers'
Acceptances issued and



                                      -76-


outstanding hereunder as aforesaid, the Borrowers shall have no further
liability to the Lenders with respect to such Bankers' Acceptances.

13.3 LETTERS. If any repayment or prepayment by the Borrowers hereunder shall
require the prepayment of a Letter on any day other than the day of payment
thereunder by the Issuing Lender, the amount of such repayment or prepayment of
a Letter shall be the then contingent liability of the Issuing Lender
thereunder. Upon the payment by the Borrowers to the Agent of the then
contingent liability of the Issuing Lender under all outstanding Letters, the
Agent shall deposit such payment to the Cash Collateral Account and shall apply
funds in the Cash Collateral Account to (a) satisfy any reimbursement
obligations of the Borrowers to the Issuing Lender under Section 9.6 or (b)
refund to the Borrowers any amounts payable by the Issuing Lender to the
Borrower under Section 13.4.

13.4 REFUND OF OVERPAYMENTS. With respect to each Letter for which the Issuing
Lender has been paid all of its contingent liability pursuant to Section 9.2,
9.7 or 13.1 and provided that all amounts due by the Borrowers to the Agent
under Section 9.2, 9.7 or 13.1 have been paid, the Issuing Lender agrees to pay
to the Borrowers, upon the earlier of:

     (a)  the date on which either the original counterpart of such Letter is
          returned to the Issuing Lender for cancellation or the Issuing Lender
          is released by the beneficiary thereof from any further obligations in
          respect of such Letter;

     (b)  the expiry of such Letter; and

     (c)  the Issuing Lender is permanently enjoined by a court of competent
          jurisdiction from honouring such Letter pursuant to a final Order;

an amount equal to any excess of the amount received by the Issuing Lender
hereunder in respect of its contingent liability under such Letter over the
total of amounts applied to reimburse the Issuing Lender for amounts paid by it
under or in connection with such Letter (the Issuing Lender having the right to
so appropriate such funds).

13.5 REMEDIES CUMULATIVE. The Borrowers expressly agree that the rights and
remedies of the Agent and the Lenders under this agreement are cumulative and in
addition to and not in substitution for any rights or remedies provided by law.
Any single or partial exercise by the Agent or any of the Lenders of any right
or remedy for a default or breach of any term, covenant or condition in this
agreement does not waive, alter, affect or prejudice any other right or remedy
to which the Agent or such Lender may be lawfully entitled for the same default
or breach. Any waiver by the Agent with the approval of the Majority Lenders of
the strict observance, performance or compliance with any term, covenant or
condition of this agreement is not a waiver of any subsequent default and any
indulgence by the Lenders with respect to any failure to strictly observe,
perform or comply with any term, covenant or condition of this agreement is not
a waiver of the entire term, covenant or condition or any subsequent default.

13.6 SET OFF. In addition to any rights now or hereafter granted under
applicable law, and not by way of limitation of any such rights, after the
occurrence of an Event of Default which is continuing, the Agent and each Lender
is authorized, without notice to the Borrowers or to any other person, any such
notice being expressly waived by the Borrowers, to set off,



                                      -77-


appropriate and apply any and all deposits, matured or unmatured, general or
special, and any other indebtedness at any time held by or owing by the Agent or
such Lender, as the case may be, to or for the credit of or the account of any
Borrower against and on account of the obligations and liabilities of such
Borrower which are due and payable to the Agent or such Lender, as the case may
be, under this agreement.

                                   ARTICLE 14
                                    THE AGENT

14.1 APPOINTMENT AND AUTHORIZATION OF AGENT.

     (a)  Each Lender hereby appoints and authorizes, and hereby agrees that it
          will require any assignee of any of its interests herein (other than
          the holder of a participation in its interests herein) to appoint and
          authorize the Agent to take such actions as agent on its behalf and to
          exercise such powers hereunder as are delegated to the Agent by such
          Lender by the terms hereof, together with such powers as are
          reasonably incidental thereto. Neither the Agent nor any of its
          directors, officers, employees or agents shall be liable to any of the
          Lenders for any action taken or omitted to be taken by it or them
          hereunder or in connection herewith, except for its own gross
          negligence or wilful misconduct and each Lender hereby acknowledges
          that the Agent is entering into the provisions of this Section 14.1 on
          its own behalf and as agent and trustee for its directors, officers,
          employees and agents.

     (b)  Without prejudice to the provisions of Section 14.1(a) or under any
          other Loan Document and to the extent applicable, each of the Lenders
          hereby acknowledges that the Agent (or a collateral agent designated
          by the Agent) shall, for the purposes of holding any security granted
          any Obligor on the property of such Obligor pursuant to the laws of
          the Province of Quebec, be the holder of an irrevocable power of
          attorney (fonde de pouvoir) (within the meaning of Article 2692 of the
          Civil Code of Quebec) for all present and future Lenders and in
          particular for all present and future holders of any bond issued an
          Obligor to the Agent and secured by a hypothec granted by such Obligor
          pursuant to the laws of the Province of Quebec. Each of the Lenders
          hereby irrevocably constitutes, to the extent necessary, the Agent (or
          such designated collateral agent) as the holder of such irrevocable
          power of attorney (fonde de pouvoir) (within the meaning of Article
          2692 of the Civil Code of Quebec) in order to hold security granted by
          such Obligor in the Province of Quebec. Each Transferee shall be
          deemed to have confirmed and ratified the constitution of the Agent as
          the holder of such irrevocable power of attorney (fonde de pouvoir) by
          execution of the relevant form of assignment. Notwithstanding the
          provisions of Section 32 of An Act respecting the Special Powers of
          Legal Persons (Quebec), the Borrowers, for and on their own behalf on
          behalf of the Guarantors, and the Lenders irrevocably agree that the
          Agent may acquire and be the holder of any bond issued by an Obligor
          and secured by a hypothec granted by the such Obligor pursuant to the
          laws of the Province of Quebec at any time and from time to time. The
          Borrowers, for and on their own behalf on behalf of the Guarantors,
          hereby



                                      -78-


          acknowledge that any such bond constitutes a title of indebtedness, as
          such term is used in Article 2692 of the Civil Code of Quebec.

14.2 INTEREST HOLDERS. The Agent may treat each Lender set forth in Schedule
ERROR! REFERENCE SOURCE NOT FOUND. hereto or the person designated in the last
notice delivered to it under Section 16.6 as the holder of all of the interests
of such Lender hereunder.

14.3 CONSULTATION WITH COUNSEL. The Agent may consult with legal counsel
selected by it as counsel for the Agent and the Lenders and shall not be liable
for any action taken or not taken or suffered by it in good faith and in
accordance with the advice and opinion of such counsel.

14.4 DOCUMENTS. The Agent shall not be under any duty to the Lenders to examine,
enquire into or pass upon the validity, effectiveness or genuineness of this
agreement or any instrument, document or communication furnished pursuant to or
in connection herewith and the Agent shall, as regards the Lenders, be entitled
to assume that the same are valid, effective and genuine, have been signed or
sent by the proper parties and are what they purport to be.

14.5 AGENT AS LENDER. With respect to those portions of the Credit Facilities
made available by it, the Agent shall have the same rights and powers hereunder
as any other Lender and may exercise the same as though it were not the Agent.
The Agent and its affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrowers and their affiliates
and persons doing business with the Borrowers and/or any of their affiliates as
if it were not the Agent and without any obligation to account to the Lenders
therefor.

14.6 RESPONSIBILITY OF AGENT. The duties and obligations of the Agent to the
Lenders hereunder are only those expressly set forth herein. The Agent shall not
have any duty to the Lenders to investigate whether a Default or an Event of
Default has occurred. The Agent shall, as regards the Lenders, be entitled to
assume that no Default or Event of Default has occurred and is continuing unless
the Agent has actual knowledge or has been notified by the Borrowers of such
fact or has been notified by a Lender that such Lender considers that a Default
or Event of Default has occurred and is continuing, such notification to specify
in detail the nature thereof.

14.7 ACTION BY AGENT. The Agent shall be entitled to use its discretion with
respect to exercising or refraining from exercising any rights which may be
vested in it on behalf of the Lenders by and under this agreement; provided,
however, that the Agent shall not exercise any rights under Section 13.1 or
expressed to be on behalf of or with the approval of the Majority Lenders
without the request, consent or instructions of the Majority Lenders.
Furthermore, any rights of the Agent expressed to be on behalf of or with the
approval of the Majority Lenders shall be exercised by the Agent upon the
request or instructions of the Majority Lenders. The Agent shall incur no
liability to the Lenders hereunder with respect to anything which it may do or
refrain from doing in the reasonable exercise of its judgment or which may seem
to it to be necessary or desirable in the circumstances, except for its gross
negligence or wilful misconduct. The Agent shall in all cases be fully protected
in acting or refraining from acting hereunder in accordance with the
instructions of the Majority Lenders and any action taken or failure to act
pursuant to such instructions shall be binding on all Lenders. In respect of any
notice by or



                                      -79-


action taken by the Agent hereunder, the Borrowers shall at no time be obliged
to enquire as to the right or authority of the Agent to so notify or act.

14.8 NOTICE OF EVENTS OF DEFAULT. In the event that the Agent shall acquire
actual knowledge or shall have been notified of any Default or Event of Default,
the Agent shall promptly notify the Lenders and shall take such action and
assert such rights under Section 13.1 of this agreement as the Majority Lenders
shall request in writing and the Agent shall not be subject to any liability by
reason of its acting pursuant to any such request. If the Majority Lenders shall
fail for five Banking Days after receipt of the notice of any Default or Event
of Default to request the Agent to take such action or to assert such rights in
respect of such Default or Event of Default, the Agent may, but shall not be
required to, and subject to subsequent specific instructions from the Majority
Lenders, take such action or assert such rights (other than rights under Section
13.1 of this agreement and other than giving an express waiver of any Default or
any Event of Default) as it deems in its discretion to be advisable for the
protection of the Lenders except that, if the Majority Lenders have instructed
the Agent not to take such action or assert such rights, in no event shall the
Agent act contrary to such instructions unless required by law to do so.

14.9 RESPONSIBILITY DISCLAIMED. The Agent shall be under no liability or
responsibility whatsoever as agent hereunder:

     (a)  to the Borrowers or any other person as a consequence of any failure
          or delay in the performance by, or any breach by, any other Lender or
          Lenders of any of its or their obligations hereunder;

     (b)  to any Lender or Lenders as a consequence of any failure or delay in
          performance by, or any breach by, the Borrowers of any of their
          obligations hereunder; or

     (c)  to any Lender or Lenders for any statements, representations or
          warranties herein or in any other documents contemplated hereby or in
          any other information provided pursuant to this agreement or any other
          documents contemplated hereby or for the validity, effectiveness,
          enforceability or sufficiency of this agreement or any other document
          contemplated hereby.

14.10 INDEMNIFICATION. The Lenders agree to indemnify the Agent (to the extent
not reimbursed by the Borrowers) pro rata according to the Pro Rata Share of
each of them from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any nature whatsoever which may be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this agreement or any
other document contemplated hereby or any action taken or omitted by the Agent
under this agreement or any document contemplated hereby, except that no Lender
shall be liable to the Agent for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or wilful misconduct of the
Agent.

14.11 CREDIT DECISION. Each Lender represents and warrants to the Agent that:



                                      -80-


     (a)  in making its decision to enter into this agreement and to make its
          Pro Rata Share of an extension of credit available to the Borrowers,
          it is independently taking whatever steps it considers necessary to
          evaluate the financial condition and affairs of the Borrowers and that
          it has made an independent credit judgment without reliance upon any
          information furnished by the Agent; and

     (b)  so long as any portion of the Credit Facilities is being utilized by
          the Borrowers, it will continue to make its own independent evaluation
          of the financial condition and affairs of the Borrowers.

14.12 SUCCESSOR AGENT.

     (a)  Subject to the appointment and acceptance of a successor Agent as
          provided below, the Agent may resign at any time by giving 30 days
          written notice thereof to the Lenders. Upon any such resignation, the
          Majority Lenders shall have the right to appoint a successor Agent who
          shall be one of the Lenders unless none of the Lenders wishes to
          accept such appointment. If no successor Agent shall have been so
          appointed and shall have accepted such appointment by the time of such
          resignation, then the retiring Agent may, on behalf of the Lenders,
          appoint a successor Agent which shall be a bank listed in Schedule 1
          to the Bank Act (Canada) which has an office in Toronto. Upon the
          acceptance of any appointment as Agent hereunder by a successor Agent,
          such successor Agent shall thereupon succeed to and become vested with
          all the rights, powers, privileges, duties and obligations of the
          retiring Agent (in its capacity as Agent but not in its capacity as a
          Lender) and the retiring Agent shall be discharged from its duties and
          obligations hereunder (in its capacity as Agent but not in its
          capacity as a Lender). After any retiring Agent's resignation or
          removal hereunder as the Agent, provisions of this Article 14 shall
          continue in effect for its benefit in respect of any actions taken or
          omitted to be taken by it while it was acting as the Agent.

     (b)  The Lenders (other than the Agent in its capacity as Lender) shall
          have the right, upon unanimous agreement of such Lenders, to terminate
          by notice in writing to the Agent the appointment of the Agent
          hereunder in the event of the wilful misconduct or gross negligence by
          the Agent of its obligations as Agent hereunder. Upon such
          termination, such Lenders may appoint a successor Agent in the same
          manner as set out in Section 14.12(a) above.

14.13 DELEGATION BY AGENT. With the prior approval of the Majority Lenders, the
Agent shall have the right to delegate any of its duties or obligations
hereunder as Agent to any affiliate of the Agent so long as the Agent shall not
thereby be relieved of such duties or obligations.

14.14 WAIVERS AND AMENDMENTS.

     (a)  Subject to Sections 14.14(b) and (c), any term, covenant or condition
          of this agreement may only be amended with the consent of the
          Borrowers and the



                                      -81-


          Majority Lenders or compliance therewith may be waived (either
          generally or in a particular instance and either retroactively or
          prospectively) by the Majority Lenders and in any such event the
          failure to observe, perform or discharge any such covenant, condition
          or obligation, so amended or waived (whether such amendment is
          executed or such consent or waiver is given before or after such
          failure), shall not be construed as a breach of such covenant,
          condition or obligation or as a Default or Event of Default.

     (b)  Notwithstanding Section 14.14(a), without the prior written consent of
          each Lender, no such amendment or waiver shall directly:

          (i)  increase the amount of any Credit Facility or the amount of the
               Individual Commitment of any Lender;

          (ii) extend the Maturity Date;

          (iii) extend the time for the payment of the interest on any Loan,
               forgive any portion of principal thereof, reduce the amount of
               any instalment under Section 9.1, reduce the stated rate of
               interest thereon or amend the requirement of pro rata application
               of all amounts received by the Agent in respect thereof;

          (iv) change the percentage of the Lenders' requirement to constitute
               the Majority Lenders or otherwise amend the definition of
               Majority Lenders;

          (v)  reduce the stated amount of any fees to be paid pursuant to
               Article 7 of this agreement;

          (vi) permit any subordination of the indebtedness hereunder;

          (vii) release a Guarantee or any Security Documents in whole or in
               part;

          (viii) alter the terms of this Section 14.14, or

          (ix) for so long as there are three or fewer Lenders, amend or waive
               any of Sections 11.1(b) - (d).

     (c)  Without the prior written consent of the Agent, no amendment to or
          waiver of Sections 14.1 through 14.13 or any other provision hereof to
          the extent it affects the rights or obligations of the Agent shall be
          effective.

     (d)  Without the prior written consent of the Issuing Lender, no amendment
          to or waiver of Article 14 or any other provision hereof to the extent
          it affects the rights or obligations of the Issuing Lender shall be
          effective.

     (e)  Notwithstanding Section 14.14(b)(vii), the Agent shall be entitled,
          without the consent of any Lender, to execute and deliver a release or
          discharge of any



                                      -82-


          Security over any assets of the Obligors at the time of any Permitted
          Disposition with respect to such assets.

14.15 DETERMINATION BY AGENT CONCLUSIVE AND BINDING. Any determination to be
made by the Agent on behalf of or with the approval of the Lenders or the
Majority Lenders under this agreement shall be made by the Agent in good faith
and, if so made, shall be binding on all parties, absent manifest error.

14.16 REDISTRIBUTION OF PAYMENT. If a Lender shall receive payment of a portion
of the aggregate amount of principal and interest due to it under the Credit
Facilities which is greater than the proportion received by any other Lender in
respect of the aggregate amount of principal and interest due in respect of the
Credit Facilities (having regard to the respective Individual Commitments of the
Lenders with respect to the Credit Facilities), the Lender receiving such
proportionately greater payment shall purchase a participation (which shall be
deemed to have been done simultaneously with receipt of such payment) in that
portion of the aggregate outstanding credit of the other Lender or Lenders under
the Credit Facilities so that the respective receipts shall be pro rata to their
respective participation in the extensions of credit under the Credit
Facilities; provided, however, that if all or part of such proportionately
greater payment received by such purchasing Lender shall be recovered from the
Borrowers, such purchase shall be rescinded and the purchase price paid for such
participation shall be returned by such selling Lender or Lenders to the extent
of such recovery, but without interest.

14.17 ADJUSTMENTS AMONG LENDERS AFTER ACCELERATION.

     (a)  The relevant Lenders agree that, at any time after all indebtedness of
          the Borrowers to such Lenders pursuant hereto has become immediately
          due and payable pursuant to Section 13.1 or after the cancellation or
          termination of a Credit Facility, they will at any time or from time
          to time upon the request of any relevant Lender through the Agent
          purchase portions of the availments made available by the other
          relevant Lenders which remain outstanding, and make any other
          adjustments which may be necessary or appropriate, in order that the
          amounts of the availments made available by the respective Lenders
          which remain outstanding, as adjusted pursuant to this Section 14.17,
          will be in the same proportions as their respective Pro Rata Shares
          thereof with respect to such Credit Facility immediately prior to such
          acceleration, cancellation or termination.

     (b)  The relevant Lenders agree that, at any time after all indebtedness of
          the relevant Borrowers to such Lenders pursuant hereto has become
          immediately due and payable pursuant to Section 13.1 or after the
          cancellation or termination of a Credit Facility, the amount of any
          repayment made by such Borrowers under this agreement, and the amount
          of any proceeds of the exercise of any rights or remedies of such
          Lenders under the Loan Documents, which are to be applied against
          amounts owing hereunder as principal, will be so applied in a manner
          such that to the extent possible, the availments made available by the
          respective Lenders which remain outstanding, after giving effect to
          such application, will be in the same proportions as their respective
          Pro Rata Shares thereof with respect to



                                      -83-


          such Credit Facility immediately prior to the cancellation of
          termination thereof immediately prior to such acceleration,
          cancellation or termination.

     (c)  For greater certainty, the Lenders acknowledge and agree that without
          limiting the generality of the provisions of Section 14.17(a) and
          14.17(b), such provisions will have application if and whenever any
          Lender shall obtain any payment (whether voluntary, involuntary,
          through the exercise of any right of set-off, compensation, or
          otherwise) on account of any monies owing or payable by a Borrower to
          it under the Loan Documents in excess of its pro rata share of
          payments on account of monies owing by such Borrower to all Lenders
          hereunder.

     (d)  Each Borrower agrees to be bound by and to do all things necessary or
          appropriate to give effect to any and all purchases and other
          adjustments made by and between the Lenders pursuant to this Section
          14.17.

14.18 DISTRIBUTION OF NOTICES. Within one Banking Day of receipt by the Agent of
any notice or other document which is delivered to the Agent hereunder on behalf
of the Lenders, the Agent shall provide a copy of such notice or other document
to each of the Lenders

14.19 DECISION TO ENFORCE SECURITY. The Security shall become enforceable as
provided in Article 13. Upon the Security becoming enforceable as aforesaid, the
Agent shall promptly so notify each of the Lenders. Any Lender may thereafter
provide the Agent with a written request to enforce the Security. Forthwith
after the receipt of such a request, the Agent shall seek the instructions of
the Majority Lenders as to whether the Security should be enforced and the
manner in which the Security should be enforced. In seeking such instructions,
the Agent shall submit a specific proposal to the Lenders. The Agent shall
promptly notify the Lenders of all instructions and approvals of the Majority
Lenders.

14.20 ENFORCEMENT. The Agent reserves the sole right to enforce, or otherwise
deal with, the Security and to deal with the Obligors in connection therewith;
provided, however, that the Agent shall so enforce, or otherwise deal with, the
Security as the Majority Lenders shall instruct.

14.21 APPLICATION OF CASH PROCEEDS OF REALIZATION.

     (a)  All Proceeds of Realization not in the form of cash shall be forthwith
          delivered to the Agent and disposed of, or realized upon, by the Agent
          in such manner as the Majority Lenders may approve so as to produce
          Cash Proceeds of Realization.

     (b)  Subject to the claims, if any, of secured creditors of the Obligors
          whose security ranks in priority to the Security, all Cash Proceeds of
          Realization shall be applied and distributed, and the claims of the
          Lenders shall be deemed to have the relative priorities which would
          result in the Cash Proceeds of Realization being applied and
          distributed, as follows:

          (i)  firstly, to the payment of all reasonable costs and expenses
               incurred by or on behalf of the Agent (including, without
               limitation, all legal fees and disbursements) in the exercise of
               all or any of the powers granted to it



                                      -84-


               hereunder or under the Security Documents or the Guarantee and in
               payment of all of the remuneration of any Receiver and all costs
               and expenses properly incurred by such Receiver (including,
               without limitation, all legal fees and disbursements) in the
               exercise of all or any powers granted to it under the Security
               Documents;

          (ii) secondly, in payment of all amounts of money borrowed or advanced
               by the Agent or such Receiver pursuant to the Security Documents
               and any interest thereon;

          (iii) thirdly, to the payment or prepayment of the Secured Obligations
               (including holding as cash collateral to be applied against
               Secured Obligations which have not then matured) to the Finance
               Parties pro rata in accordance with the relative amount of the
               Secured Obligations owing to each of them; and

          (iv) the balance, if any, to the Borrowers or otherwise in accordance
               with Applicable Law.

14.22 SECURITY DOCUMENTS. As continuing collateral security for the Secured
Obligations, the Borrowers shall and shall cause the Guarantors to, execute and
deliver the Guarantee and the Security Documents. The Guarantee and the Security
Documents shall be entered into in favour of the Agent for the rateable benefit
of the Finance Parties. The Agent declares that it shall hold the Security, the
Secured Assets charged by the Security Documents and the rights granted to it
under the Loan Documents for its own benefit and in its capacity as agent for
the rateable benefit of each Finance Party.

14.23 DISCHARGE OF SECURITY.

     (a)  To the extent a sale or other disposition of the Secured Assets is
          permitted pursuant to the provisions hereof, the Lenders hereby
          authorize the Agent, at the cost and expense of the Borrowers, to
          execute such discharges and other instruments which are necessary for
          the purposes of releasing and discharging the security interest of the
          Lenders and the Agent therein or for the purposes of recording the
          provisions or effect thereof in any office where the Security
          Documents may be registered or recorded or for the purpose of more
          fully and effectively carrying out the provisions of this Section
          14.23.

     (b)  The Security shall terminate when the Credit Facilities have
          terminated and the Secured Obligations have been fully satisfied. Upon
          the Security terminating, the Agent shall execute and deliver, at the
          sole expense of the Borrowers, all such discharges and releases as the
          Borrowers may reasonably require to give effect thereto.

                                   ARTICLE 15
                             GUARANTEE OF BORROWERS



                                      -85-


15.1 GUARANTEE. Each of the Borrowers hereby unconditionally, absolutely and
irrevocably guarantees the full and punctual payment to the Finance Parties as
and when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all of the Secured Obligations of the
other Borrowers in the same currency as the currency of the Secured Obligations
of such other Borrowers, whether for principal, interest, fees, expenses,
indemnities or otherwise.

15.2 NATURE OF GUARANTEE. The agreement of each Borrower under Section 15.1
shall in all respects be a continuing, absolute, unconditional and irrevocable
guarantee of payment when due and not of collection, and shall remain in full
force and effect until all Secured Obligations of the other Borrowers have been
paid in full, all obligations of such Borrower under this Article 15 have been
paid in full and any and all commitments, actual or contingent, of the Finance
Parties to the other Borrowers have been permanently terminated. Each of the
Borrowers guarantees that the Secured Obligations of the other Borrowers will be
paid strictly in accordance with their respective terms, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Finance Parties with respect thereto
(provided the Borrowers shall not be in breach of any such law, regulation or
order by doing so).

15.3 LIABILITY NOT LESSENED OR LIMITED. Subject to the provisions hereof, the
liability of the Borrowers under this Article 15 shall be absolute,
unconditional and irrevocable irrespective of, and without being lessened or
limited by:

     (a)  any lack of validity, legality, effectiveness or enforceability of any
          of the agreements or instruments evidencing any of the Secured
          Obligations of the Borrowers;

     (b)  the failure of any Finance Party:

          (i)  to assert any claim or demand or to enforce any right or remedy
               against the Borrowers or any other Person (including any other
               guarantor) under the provisions of any of the agreements or
               instruments evidencing any of the Secured Obligations of the
               Borrowers, or otherwise, or

          (ii) to exercise any right or remedy against any other guarantor of,
               or collateral securing, any of the Secured Obligations of the
               Borrowers;

     (c)  any change in the time, manner or place of payment of, or in any other
          term of, all or any of the Secured Obligations of the Borrowers, or
          any other extension, compromise, indulgence or renewal of any Secured
          Obligations of the Borrowers;

     (d)  any reduction, limitation, variation, impairment, discontinuance or
          termination of the Secured Obligations of the Borrowers for any reason
          (other than by reason of any payment which is not required to be
          rescinded), including any claim of waiver, release, discharge,
          surrender, alteration or compromise, and shall not be subject to (and
          the Borrowers hereby waive any right to or claim of) any defence or
          setoff, counterclaim, recoupment or termination whatsoever by reason
          of the invalidity, illegality, nongenuineness, irregularity,
          compromise, unenforceability



                                      -86-


          of, or any other event or occurrence affecting, the Secured
          Obligations of the Borrowers or otherwise (other than by reason of any
          payment which is not required to be rescinded);

     (e)  any amendment to, rescission, waiver or other modification of, or any
          consent to any departure from, any of the terms of any of the
          agreements or instruments evidencing any of the Secured Obligations of
          the Borrowers or any other guarantees or security;

     (f)  any addition, exchange, release, discharge, renewal, realization or
          non-perfection of any collateral security for the Secured Obligations
          of the Borrowers or any amendment to, or waiver or release or addition
          of, or consent to departure from, any other guarantee held by any
          Finance Party as security for any of the Secured Obligations of the
          Borrowers;

     (g)  the loss of or in respect of or the unenforceability of any other
          guarantee or other security which any Finance Party may now or
          hereafter hold in respect of the Secured Obligations of the Borrowers,
          whether occasioned by the fault of any Finance Party or otherwise;

     (h)  any change in the name of any Borrower, the articles of incorporation,
          capital structure, capacity or constitution of any Borrower, the
          bankruptcy or insolvency of any Borrower, the sale of any or all of
          the business or assets of any Borrower or any Borrower being
          consolidated, merged or amalgamated with any other Person;

     (i)  any payment received on account of the Secured Obligations of the
          Borrowers by any Finance Party that it is obliged to repay pursuant to
          any applicable law or for any other reason; or

     (j)  any other circumstance which might otherwise constitute a defence
          available to, or a legal or equitable discharge of, the Borrowers, any
          surety or any guarantor.

15.4 AGENT NOT BOUND TO EXHAUST RECOURSE. The Agent shall not be bound to pursue
or exhaust its recourse against any Borrower or others or any security or other
guarantees it may at any time hold before being entitled to payment under this
Article 15 from the other Borrowers or to enforce its rights against any
Borrower under the Security Documents to which such Borrower is a party.

15.5 ENFORCEMENT. Upon any of the Secured Obligations of any Borrower becoming
due and payable, each other Borrower shall, upon demand by the Agent, forthwith
pay to the Agent in immediately available funds at the address of the Agent set
forth herein the total amount of the Secured Obligations of such Borrower and
the Agent may forthwith enforce its rights against each Borrower under the
Security Documents to which such Borrower is a party and the Agent shall apply
the sums so paid and realized in such manner as provided for herein. A written
statement of the Agent as to the amount of the Secured Obligations of any
Borrower remaining unpaid to the Finance Parties at any time shall be prima
facie evidence against each



                                      -87-


other Borrower, absent manifest error, as to the amount of the Secured
Obligations of such Borrower remaining unpaid to the Lenders at such time.

15.6 GUARANTEE IN ADDITION TO OTHER SECURITY. The guarantee contained in this
Article 15 shall be in addition to and not in substitution for any other
guarantee or other security which the Agent may now or hereafter hold in respect
of the Secured Obligations of the Borrowers, and the Agent shall be under no
obligation to marshal in favour of the Borrowers any other guarantee or other
security or any moneys or other assets which the Agent may be entitled to
receive or may have a claim upon.

15.7 REINSTATEMENT. The guarantee contained in this Article 15 and all other
terms of this Article 15 shall continue to be effective or shall be reinstated,
as the case may be, if at any time any payment (in whole or in part) of any of
the Secured Obligations of any Borrower is rescinded or must otherwise be
returned or restored by any Finance Party by reason of the insolvency,
bankruptcy or reorganization of such Borrower or for any other reason not
involving the gross negligence or wilful misconduct of any Finance Party, all as
though such payment had not been made.

15.8 WAIVER OF NOTICE, ETC. To the extent permitted by Applicable Law, each
Borrower hereby waives promptness, diligence, notice of acceptance and any other
notice with respect to any of the Secured Obligations of each other Borrower and
this agreement.

15.9 SUBROGATION RIGHTS. Until satisfaction in full of all of the Secured
Obligations of a particular Borrower and the termination of all commitments,
actual or contingent, of the Finance Parties to such Borrower, all dividends,
compositions, proceeds of security or payments received by any Finance Party
from any other Borrower or any other Person in respect of the Secured
Obligations of such particular Borrower shall be regarded for all purposes as
payments in gross without any right on the part of the other Borrowers to claim
the benefit thereof in reduction of their liability under this agreement. Except
to the extent necessary to preserve their rights, none of the Borrowers will
exercise any rights which it may acquire by way of subrogation under this
agreement, by any payment made hereunder or otherwise, until the prior
satisfaction in full of all of the Secured Obligations of the Borrowers. Any
amount paid to any Borrower on account of any such subrogation rights prior to
the satisfaction in full of all Secured Obligations of the Borrowers shall be
held in trust for the benefit of the Finance Parties and shall immediately be
paid to the Agent and credited and applied against the Secured Obligations of
such Borrower, whether matured or unmatured; provided, however, that if:

     (a)  any Borrower has made payment to the Agent of all or any part of the
          Secured Obligations of the other Borrowers, and

     (b)  all Secured Obligations of the other Borrowers have been paid in full
          and all commitments of the Finance Parties to the Borrowers have been
          permanently terminated,

the Agent agrees that, at such Borrower's request, the Agent will execute and
deliver to such Borrower appropriate documents (without recourse and without
representation or warranty)



                                      -88-


necessary to evidence the transfer by subrogation to such Borrower of an
interest in the Secured Obligations of the other Borrowers resulting from such
payment by such Borrower.

15.10 POSTPONEMENT AND SUBORDINATION OF CLAIMS. If and for so long as an Event
of Default has occurred and is continuing, each Borrower agrees to postpone any
and all claims it may have against the other Borrowers or any Guarantor
(collectively, the "DEBTORS") to the claims of the Finance Parties against the
Debtors, and agrees to refrain from taking any action or commencing any
proceeding against the Debtors or their respective successors or assigns,
whether in connection with a bankruptcy proceeding or otherwise, to recover any
amounts in respect of payments made hereunder to the Agent, although the
Borrowers may take such actions as may be necessary to preserve their claims
against the Debtors. Each Borrower agrees that, if and for so long as an Event
of Default has occurred and is continuing, all indebtedness and liabilities
owing by any Debtor to such Borrower shall be subordinate and junior in right of
payment to the payment in full, in cash or cash equivalents of all of the
Secured Obligations of the Borrowers. In the event any payments are made by a
particular Debtor in contravention of the preceding sentences, the relevant
Borrower shall hold the amount so received in trust for the Finance Parties and
shall forthwith pay such amount to the Agent.

15.11 ADVANCES AFTER CERTAIN EVENTS. All advances, renewals and credits made or
granted by the Finance Parties to or for any Borrower hereunder after the
bankruptcy or insolvency of such Borrower, but before the Finance Parties have
received notice thereof, shall be deemed to form part of the Secured Obligations
of the Borrowers, and all advances, renewals and credits obtained from the
Finance Parties by or on behalf of the Borrowers hereunder shall be deemed to
form part of the Secured Obligations of the Borrowers, notwithstanding any lack
or limitation of power, incapacity or disability of such Borrower or of the
directors or agents thereof and notwithstanding that such Borrower may not be a
legal entity and notwithstanding any irregularity, defect or informality in the
obtaining of such advances, renewals or credits, whether or not the Finance
Parties have knowledge thereof.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1 WAIVERS. No failure or delay by the Agent, the Lenders or the Majority
Lenders in exercising any remedy, right or power hereunder or otherwise shall
operate as a waiver thereof, except a waiver which is specifically given in
writing by the Agent, and no single or partial exercise of any power, right or
privilege hereunder will preclude any other or further exercise thereof or the
exercise of any other power, right or privilege.

16.2 NOTICES. Subject to Section 1.5, all notices, demands and other
communications provided for herein shall be in writing and shall be personally
delivered to an officer or other responsible employee of the addressee or sent
by telefacsimile, charges prepaid, at or to the applicable addresses or
telefacsimile numbers, as the case may be, set opposite the party's name on the
signature page hereof or at or to such other address or addresses or
telefacsimile number or numbers as any party hereto may from time to time
designate to the other parties in such manner (except in the case of the giving
of the copies of Drawdown Notices, Rollover Notices and Conversion Notices by
the Agent to the Lenders which shall be effected in accordance with instructions
given by the Lenders to the Agent). Notwithstanding the foregoing, any Drawdown



                                      -89-


Notice, Rollover Notice or Conversion Notice may be given by the Borrowers to
the Agent verbally by telephone provided that such verbal notice is promptly
confirmed in writing, such confirmation to be provided in accordance with this
Section 16.2. Any communication which is personally delivered as aforesaid shall
be deemed to have been validly and effectively given on the date of such
delivery if such date is a Banking Day and such delivery was made during normal
business hours of the recipient; otherwise, it shall be deemed to have been
validly and effectively given on the Banking Day next following such date of
delivery. Any communication which is transmitted by telefacsimile as aforesaid
shall be deemed to have been validly and effectively given on the date of
transmission if such date is a Banking Day and such transmission was made during
normal business hours of the recipient; otherwise, it shall be deemed to have
been validly and effectively given on the Banking Day next following such date
of transmission.

16.3 SEVERABILITY. Any provision hereof which is prohibited or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof.

16.4 COUNTERPARTS. This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same instrument.

16.5 SUCCESSORS AND ASSIGNS. This agreement shall enure to the benefit of and
shall be binding upon the parties hereto and their respective successors and
permitted assigns.

16.6 PARTICIPATIONS AND ASSIGNMENTS.

     (a)  Neither the Loan Documents nor the benefit hereof may be assigned by
          the Borrowers.

     (b)  Subject to the consent of the Borrowers, such consent not to be
          unreasonably withheld (which consent is not required if an Event of
          Default exists), a Lender may at any time sell to one or more other
          persons ("PARTICIPANTS") participating interests in any extension of
          credit outstanding hereunder, any commitment of the Lender hereunder
          or any other interest of the Lender under the Loan Documents. In the
          event of any such sale by a Lender of a participating interest to a
          Participant, the Lender's obligations under this agreement to the
          Borrowers shall remain unchanged, the Lender shall remain solely
          responsible for the performance thereof and the Borrowers shall
          continue to be obligated to the Lender in connection with the Lender's
          rights under this agreement. The Borrowers agree that if amounts
          outstanding under this agreement are due and unpaid, or shall have
          been declared to be or shall have become due and payable further to
          the occurrence of an Event of Default, each Participant shall be
          deemed to have the right of setoff in respect of its participating
          interest in amounts owing under this agreement to the same extent as
          if the amount of its participating interest were owing directly to it
          as the Lender under this agreement. The Borrowers also agree that each
          Participant shall be entitled to the benefits of Section 8.6 with
          respect to its participation hereunder; provided, that no Participant
          shall be entitled to receive any greater amount pursuant to such
          Section than the Lender would have



                                      -90-


          been entitled to receive in respect of the amount of the participation
          transferred by the Lender to such Participant had no such transfer
          occurred.

     (c)  Subject to the consent of the Borrowers, such consent not to be
          unreasonably withheld, and the consent of the Issuing Lender, which
          consent may be arbitrarily withheld, a Lender may at any time sell all
          or any part of its rights and obligations under the Credit Facilities
          to one or more persons ("PURCHASING LENDERS") provided that (i) such
          sale must be in a minimum amount of US$5,000,000 (or the sale of a
          lesser amount if it represents all of such Lender's rights and
          obligations under the Credit Facilities), (ii) immediately after such
          sale, the aggregate Individual Commitments of such Lender must be
          either nil or at least US$5,000,000 and (iii) the consent of the
          Borrowers shall not be required if an Event of Default has occurred
          and is continuing or if such sale is to an affiliate of such Lender.
          Upon such sale, the Lender shall, to the extent of such sale, be
          released from its obligations under the Credit Facilities and each of
          the Purchasing Lenders shall become a party hereto to the extent of
          the interest so purchased. Upon such sale, such Lender shall pay to
          the Agent an assignment fee in the amount of US$2,500 for each
          Purchasing Lender. Any such assignment by a Lender shall not be
          effective unless and until the assignee has executed an instrument
          substantially in the form of Schedule D hereto whereby such assignee
          has agreed to be bound by the terms hereof as a Lender and has agreed
          to a specific Individual Commitment with respect to the Credit
          Facilities and a specific address and telefacsimile number for the
          purpose of notices as provided in Section 16.2. A copy of a fully
          executed copy of such instrument shall be promptly delivered to each
          of the Agent and the Borrowers by the Purchasing Lender. Upon any such
          assignment becoming effective, Schedule D hereto shall be deemed to be
          amended to include the assignee as a Lender with the specific
          Individual Commitment, address and telefacsimile number as aforesaid
          and the Individual Commitment of the Lender making such assignment
          shall be deemed to be reduced by the amount of the Individual
          Commitment of the assignee. The Borrowers also agree that each
          Purchasing Lender shall be entitled to the benefits of Section 8.6
          with respect to its purchase hereunder; provided that no Purchasing
          Lender shall otherwise be entitled to receive any greater amount
          pursuant to such Section then the Lender would have been entitled to
          receive in respect of the amount sold by the Lender to such Purchasing
          Lender had no such sale occurred.

     (d)  The Borrowers authorize the Agent and the Lenders to disclose to any
          Participant or Purchasing Lender (each, a "TRANSFEREE") and any
          prospective Transferee and authorizes each of the Lenders to disclose
          to any other Lender any and all financial information in their
          possession concerning the Borrowers (other than information which the
          Borrowers have designated as confidential) which has been delivered to
          them by or on behalf of the Borrowers pursuant to this agreement or
          which has been delivered to them by or on behalf of the Borrowers in
          connection with their credit evaluation of the Borrowers prior to
          becoming a party to this agreement, so long as any such Transferee
          agrees not to disclose any confidential, non-public information to any
          person other than its non-brokerage affiliates, employees, accountants
          or legal counsel, unless required by law, regulation,



                                      -91-


          subpoena or similar legal process, in connection with the exercise of
          any remedies hereunder or the enforcement of rights under the Loan
          Documents, or as requested by regulatory authorities.

16.7 ENTIRE AGREEMENT. This agreement and the agreements referred to herein and
delivered pursuant hereto constitute the entire agreement between the parties
hereto and supersede any prior agreements, commitment letters, fee letters,
undertakings, declarations, representations and understandings, both written and
verbal, in respect of the subject matter hereof.

16.8 FURTHER ASSURANCES. The Borrowers shall from time to time and at all times
hereafter, upon every reasonable request of the Agent, make, do, execute, and
deliver or cause to be made, done, executed and delivered all such further acts,
deeds, assurances and things as may be necessary in the opinion of the Agent for
more effectually implementing and carrying out the true intent and meaning of
this agreement or any agreement delivered pursuant thereto as the Agent may from
time to time request, in form and substance satisfactory to the Agent.

16.9 JUDGMENT CURRENCY.

     (a)  If, for the purpose of obtaining or enforcing judgment against any
          Borrower in any court in any jurisdiction, it becomes necessary to
          convert into a particular currency (such currency being hereinafter in
          this Section 16.9 referred to as the "JUDGMENT CURRENCY") an amount
          due in another currency (such other currency being hereinafter in this
          Section 16.9 referred to as the "INDEBTEDNESS CURRENCY") under this
          agreement, the conversion shall be made at the rate of exchange
          prevailing on the Banking Day immediately preceding:

          (i)  the date of actual payment of the amount due, in the case of any
               proceeding in the courts of the Province of Ontario or in the
               courts of any other jurisdiction that will give effect to such
               conversion being made on such date; or

          (ii) the date on which the judgment is given, in the case of any
               proceeding in the courts of any other jurisdiction (the date as
               of which such conversion is made pursuant to this Section
               16.9(a)(ii) being hereinafter in this Section 16.9 referred to as
               the "JUDGMENT CONVERSION DATE").

     (b)  If, in the case of any proceeding in the court of any jurisdiction
          referred to in Section 16.9(a)(ii), there is a change in the rate of
          exchange prevailing between the Judgment Conversion Date and the date
          of actual payment of the amount due, the Borrowers shall pay to the
          appropriate judgment creditor or creditors such additional amount (if
          any, but in any event not a lesser amount) as may be necessary to
          ensure that the amount paid in the Judgment Currency, when converted
          at the rate of exchange prevailing on the date of payment, will
          produce the amount of the Indebtedness Currency which could have been
          purchased with the amount of Judgment Currency stipulated in the
          judgment or judicial order at the rate of exchange prevailing on the
          Judgment Conversion Date.



                                      -92-


     (c)  Any amount due from the Borrowers under the provisions of Section
          16.9(b) shall be due to the appropriate judgment creditor or creditors
          as a separate debt and shall not be affected by judgment being
          obtained for any other amounts due under or in respect of this
          agreement.

     (d)  The term "rate of exchange" in this Section 16.9 means the noon spot
          rate of exchange for Canadian interbank transactions applied in
          converting the Indebtedness Currency into the Judgment Currency
          published by the Bank of Canada for the day in question.

16.10 Waivers of Jury Trial.

THE BORROWERS, THE LENDERS AND THE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY AND FOR ANY COUNTERCLAIM
THEREIN.

16.11 USA PATRIOT ACT. Each Lender hereby notifies the Borrowers that pursuant
to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "ACT"), it is required to obtain, verify and
record information that identifies each Obligor, which information includes the
name and address of each Obligor and other information that will allow such
Lender to identify such Obligor in accordance with the Act.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]



                                      -93-


     IN WITNESS WHEREOF the parties hereto have executed this agreement.

Vitran Corporation Inc.                 VITRAN CORPORATION INC.
185 The West Mall
Suite 701
Toronto, ON M9C 5L5                     By: /s/ Richard E. Gaetz
Attention: President and CEO                ------------------------------------
Telefax: (416) 596 8039                 Name: Richard E. Gaetz
                                        Title: President and CEO


Vitran Express Canada Inc.              VITRAN EXPRESS CANADA INC.
185 The West Mall
Suite 701
Toronto, ON M9C 5L5                     By: /s/ Richard E. Gaetz
Attention: President and CEO                ------------------------------------
Telefax: (416) 596 8039                 Name: Richard E. Gaetz
                                        Title: CEO


Vitran Corporation                      VITRAN CORPORATION
185 The West Mall
Suite 701
Toronto, ON M9C 5L5                     By: /s/ Richard E. Gaetz
Attention: President and CEO                ------------------------------------
Telefax: (416) 596 8039                 Name: Richard E. Gaetz
                                        Title: CEO


The Bank of Nova Scotia                 THE BANK OF NOVA SCOTIA, AS AGENT
Corporate Banking - Loan Syndications
Scotia Plaza, 62nd Floor
40 King Street West                     By: /s/ Jim Beninger
Toronto, ON M5W 2X6                         ------------------------------------
Attention: Managing Director & Unit     Name: Jim Beninger
           Head                         Title: Director
Telefax: (416) 866 3329


                                        By: /s/ Janet Qi
                                            ------------------------------------
                                        Name: Janet Qi
                                        Title: Associate


                                      -94-


The Bank of Nova Scotia                 THE BANK OF NOVA SCOTIA, AS
Corporate Banking - Industrial          CANADIAN LENDER
Products
Scotia Plaza, 62nd Floor
40 King Street West                     By: /s/ James Rhee
Toronto, ON M5W 2X6                         ------------------------------------
Attention: Managing Director & Unit         James Rhee
           Head                             Director
Telefax: (416) 866 2010


                                        By: /s/ Chad Graves
                                            ------------------------------------
                                        Name: Chad Graves
                                        Title: Associate


The Bank of Nova Scotia                 THE BANK OF NOVA SCOTIA, AS U.S. LENDER
Atlanta Agency
600 Peachtree Street N.E.
Suite 2700                              By: /s/ William Zarrett
Atlanta, Georgia 30308                      ------------------------------------
                                        Name: William Zarrett
                                        Title: Managing Director


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

JPMorgan Chase Bank, N.A.               JPMORGAN CHASE BANK, N.A. (TORONTO
(Toronto Branch)                        BRANCH), AS CANADIAN LENDER
Suite 1800, Royal Bank Plaza
South Tower, 200 Bay Street
Toronto, ON M5J 2J2                     By: /s/ Jeffrey Coleman
Attention: Mr. Christopher Jamroz           ------------------------------------
Telefax: (416) 981-2375                 Name: /s/ Jeffrey Coleman
                                        Title: Vice-President


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


JPMorgan Chase Bank, N.A.               JPMORGAN CHASE BANK, N.A., AS
Suite 1800, Royal Bank Plaza            U.S. LENDER
South Tower, 200 Bay Street
Toronto, ON M5J 2J2
Attention: Mr. Christopher Jamroz       By: /s/ Steven Sullivan
Telefax: (416) 981-2375                     ------------------------------------
                                        Name: Steven Sullivan
                                        Title: Vice-President


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


Laurentian Bank of Canada               LAURENTIAN BANK OF CANADA, AS
989 Derry Road East                     CANADIAN LENDER
Suite 303
Mississauga, ON L5T 2J8
Attention: William Galbraith            By: /s/ Veronica Pereira
Telefax: (905) 564 7796                     ------------------------------------
                                        Name: Veronica Pereira
                                        Title: Senior Manager


                                        By: /s/ Josie Giordano
                                            ------------------------------------
                                        Name: Josie Giordano
                                        Title: Manager

EX-10.6

                            SHARE PURCHASE AGREEMENT

                                      AMONG

                         THE SHAREHOLDERS OF PJAX, INC.

                                       AND

                               VITRAN CORPORATION

                                       AND

                             VITRAN CORPORATION INC.

                              DATED OCTOBER 2, 2006



                                TABLE OF CONTENTS

                                                                          
1. INTERPRETATION..........................................................    2
   1.1    DEFINED TERMS....................................................    2
   1.2    CURRENCY.........................................................    7
   1.3    SECTIONS AND HEADINGS............................................    7
   1.4    NUMBER, GENDER AND PERSONS.......................................    7
   1.5    ACCOUNTING PRINCIPLES............................................    8
   1.6    ENTIRE AGREEMENT.................................................    8
   1.7    TIME OF ESSENCE..................................................    8
   1.8    APPLICABLE LAW...................................................    8
   1.9    SEVERABILITY.....................................................    8
   1.10   CONSTRUCTION.....................................................    9
   1.11   KNOWLEDGE........................................................    9
   1.12   SCHEDULES........................................................    9
2. PURCHASE AND SALE OF PURCHASED SHARES...................................   10
   2.1    PURCHASE AND SALE OF PURCHASED SHARES............................   10
   2.2    PURCHASE PRICE...................................................   10
   2.3    VITRAN SHARES....................................................   11
   2.4    SEPTEMBER 30, 2006 FINANCIAL STATEMENTS..........................   11
   2.5    DISPUTES CONCERNING SEPTEMBER 30, 2006 FINANCIAL STATEMENTS......   11
   2.6    CASH ON CLOSING..................................................   12
   2.7    ADJUSTMENT FOR INDEBTEDNESS......................................   12
3. REPRESENTATIONS AND WARRANTIES OF THE VENDORS...........................   13
   3.1    ORGANIZATION AND STATUS..........................................   13
   3.2    AUTHORIZED AND ISSUED CAPITAL....................................   13
   3.3    NO OPTIONS.......................................................   13
   3.4    NO SUBSIDIARIES..................................................   13
   3.5    NO VIOLATION.....................................................   13
   3.6    BUSINESS OF THE CORPORATION......................................   14
   3.7    TITLE TO PERSONAL PROPERTY.......................................   14
   3.8    LOCATION OF LEASED REAL PROPERTY.................................   15
   3.9    STATUS OF REAL PROPERTY..........................................   15
   3.10   REAL PROPERTY LEASES.............................................   16
   3.11   INTELLECTUAL PROPERTY............................................   17
   3.12   AGREEMENTS AND COMMITMENTS.......................................   17
   3.13   COMPLIANCE WITH LAWS.............................................   19
   3.14   PERMITS AND LICENSES.............................................   19
   3.15   CONSENTS AND APPROVALS...........................................   19
   3.16   FINANCIAL STATEMENTS.............................................   19
   3.17   FINANCIAL BOOKS AND RECORDS......................................   20
   3.18   ACCOUNTS RECEIVABLE..............................................   20
   3.19   FREIGHT DAMAGE CLAIMS............................................   20
   3.20   CORPORATE RECORDS................................................   20
   3.21   ABSENCE OF CHANGES...............................................   21
   3.22   TAXES............................................................   22
   3.23   LITIGATION AND OTHER PROCEEDINGS.................................   23
   3.24   ACCOUNTS AND POWERS OF ATTORNEYS.................................   24
   3.25   DIRECTORS AND OFFICERS...........................................   24





                                                                          
   3.26   RELATED PARTY TRANSACTIONS.......................................   24
   3.27   ENVIRONMENTAL....................................................   25
   3.28   EMPLOYEE PLANS...................................................   26
   3.29   COLLECTIVE AGREEMENTS............................................   27
   3.30   EMPLOYEES........................................................   27
   3.31   EMPLOYEE ACCRUALS................................................   28
   3.32   BONUS PAYMENTS...................................................   28
   3.33   WORKER'S COMPENSATION............................................   28
   3.34   CUSTOMERS........................................................   28
   3.35   OWNER-OPERATORS..................................................   28
   3.36   PRODUCT WARRANTIES...............................................   29
   3.37   ILLEGAL PAYMENTS.................................................   29
   3.38   INDEBTEDNESS.....................................................   29
   3.39   SECURITIES LAWS..................................................   29
   3.40   BINDING NATURE...................................................   29
   3.41   NO CONFLICT......................................................   29
   3.42   OWNERSHIP OF PURCHASED SHARES....................................   30
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.........................   30
   4.1    ORGANIZATION.....................................................   30
   4.2    CORPORATE POWER AND AUTHORIZATION................................   30
   4.3    NO VIOLATION.....................................................   30
   4.4    FINANCIAL ABILITY................................................   31
   4.5    CONSENTS AND APPROVALS...........................................   31
5. REPRESENTATIONS AND WARRANTIES OF VITRAN................................   31
   5.1    ORGANIZATION.....................................................   31
   5.2    CORPORATE POWER AND AUTHORIZATION................................   31
   5.3    NO VIOLATION.....................................................   31
   5.4    VITRAN'S FINANCIAL STATEMENTS....................................   32
   5.5    REPORTING ISSUER.................................................   32
   5.6    LISTINGS.........................................................   32
   5.7    CONSENTS AND APPROVALS...........................................   32
   5.8    VITRAN SHARES....................................................   32
6. COVENANTS...............................................................   33
   6.1    DELIVERY OF BOOKS AND RECORDS....................................   33
   6.2    CONDUCT PRIOR TO CLOSING.........................................   33
   6.3    DELIVERY OF TRANSFER DOCUMENTS...................................   34
   6.4    REGULATORY CONSENTS OF THE CORPORATION...........................   34
   6.5    DELIVERY OF CLOSING DOCUMENTATION BY THE VENDORS.................   34
   6.6    DELIVERY OF PURCHASER'S CLOSING DOCUMENTATION....................   34
   6.7    REGULATORY CONSENTS OF THE PURCHASER.............................   35
   6.8    SECTION 338(H)(10) ELECTION......................................   35
   6.9    REMOVAL OF PERSONAL ITEMS........................................   37
   6.10   RESTRICTION ON TRANSFER OF SHARES................................   37
   6.11   DELIVERY OF ACQUISITION AGREEMENT................................   37
   6.12   TAX COOPERATION..................................................   37
   6.13   DELIVERY OF EMPLOYMENT AGREEMENT.................................   38
7. CLOSING ARRANGEMENTS....................................................   38
   7.1    PLACE OF CLOSING.................................................   38




                                      -ii-



                                                                          
   7.2    TRANSFER.........................................................   38
   7.3    FURTHER ASSURANCES...............................................   38
8. CONDITIONS OF CLOSING...................................................   38
   8.1    CONDITIONS OF CLOSING IN FAVOUR OF THE PURCHASER.................   38
   8.2    NON-PERFORMANCE BY THE VENDORS...................................   40
   8.3    CONDITIONS OF CLOSING IN FAVOUR OF THE VENDORS...................   40
   8.4    NON-PERFORMANCE BY THE PURCHASER.................................   41
9. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES...................   41
   9.1    SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES............   41
10. INDEMNIFICATION........................................................   42
   10.1   INDEMNIFICATION BY THE VENDORS...................................   42
   10.2   INDEMNIFICATION BY THE PURCHASER.................................   42
   10.3   LIMITATION ON OBLIGATION TO INDEMNIFY............................   42
   10.4   NOTICE OF CLAIM..................................................   43
   10.5   DIRECT CLAIMS....................................................   43
   10.6   THIRD PARTY CLAIMS...............................................   43
   10.7   SETTLEMENT OF THIRD PARTY CLAIMS.................................   44
   10.8   CO-OPERATION.....................................................   44
   10.9   EXCLUSIVITY......................................................   45

11. MISCELLANEOUS..........................................................   45
   11.1   CONFIDENTIALITY OF INFORMATION...................................   45
   11.2   NOTICES..........................................................   46
   11.3   COMMISSIONS, ETC.................................................   47
   11.4   EXPENSES.........................................................   47
   11.5   CONSULTATION.....................................................   47
   11.6   DISCLOSURE.......................................................   48
   11.7   SUCCESSORS AND ASSIGNS...........................................   48
   11.8   AMENDMENT AND WAIVERS............................................   48
   11.9   COUNTERPARTS.....................................................   49




                                      -iii-


                            SHARE PURCHASE AGREEMENT

     THIS AGREEMENT made the 2nd day of October, 2006.

A M O N G:

                                    THE INDIVIDUAL SHAREHOLDERS OF
                                    PJAX, INC. NAMED ON
                                    SCHEDULE A

                                    (hereinafter called the "VENDORS")

                                                       - and-

                                    VITRAN CORPORATION,
                                    a corporation incorporated under the laws of
                                    the State of Nevada,

                                    (hereinafter called the "PURCHASER"),

                                                       - and-

                                    VITRAN CORPORATION INC.,
                                    a corporation incorporated under the laws of
                                    the Province of Ontario,

                                    (hereinafter called "VITRAN")

     WHEREAS the Vendors desire to sell, and the Purchaser desires to purchase,
all of the issued and outstanding shares of the capital stock of PJAX, Inc., a
corporation incorporated under the laws of the Commonwealth of Pennsylvania,
(the "CORPORATION") for the consideration and on the terms and conditions set
forth in this Agreement;

     AND WHEREAS immediately upon giving effect to the purchase of all of the
issued and outstanding shares of the capital stock of the Corporation by the
Purchaser pursuant to this Agreement, the Corporation will purchase the
Woodhurst Assets and the Northridge Assets;

     THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants,
agreements, representations, warranties and indemnities herein contained and for
other good and valuable consideration (the receipt and sufficiency of which are
acknowledged by each party), the parties agree as follows:


                                      -1-



1.   INTERPRETATION

1.1  DEFINED TERMS.

     In addition to any other terms defined in this Agreement, for the purpose
     of this Agreement, unless the context otherwise requires, the following
     terms shall have the respective meanings set out below and grammatical
     variations of such terms shall have corresponding meanings:

     (a)  "338 TAXES" has the meaning set out in subsection 6.8(b);

     (b)  "ANNUAL FINANCIAL STATEMENTS" means the annual audited financial
          statements of the Corporation for the fiscal years ended December 31,
          2005 and December 31, 2004, copies of which financial statements are
          annexed hereto as Schedule 1.1(b);

     (c)  "APPLICABLE INCOME TAXES" has the meaning set out in subsection
          6.8(a);

     (d)  "ACQUISITION AGREEMENT" means the agreement for the purchase and sale
          of the Northridge Assets and the Woodhurst Assets between the
          Corporation (as purchaser) and Northridge Enterprises, L.P. and
          Woodhurst Realty, LLC (as sellers), in the form agreed to by the
          parties thereto;

     (e)  "BUSINESS" means the business currently and heretofore carried on by
          the Corporation consisting of the provision of less than truckload
          transportation services and related services, including the provision
          of truckload transportation services;

     (f)  "BUSINESS DAY" means any day other than a Saturday, a Sunday or a
          statutory holiday in either of the State of Pennsylvania or the
          Province of Ontario;

     (g)  Intentionally Deleted;

     (h)  "CERCLA" means the Comprehensive Environmental Response Compensation
          and Liability Act of 1980, as amended;

     (i)  "CLAIM" has the meaning set out in Section 10.4;

     (j)  "CLOSING ADJUSTMENTS" means (i) any salary, bonuses, fringe benefits,
          perquisites or other compensation, distributions or other payments
          between the Vendors and the Corporation and (ii) with respect to the
          September 30, 2006 Financial Statements, any adjustments or
          modifications in reserves and accruals, whether made by or at the
          request or suggestion of the Vendors, the Purchaser or Vitran, related
          to (a) allowance for doubtful accounts receivable; (b) incurred but
          not reported health care expenses; (c) revenue adjustment accrual; (d)
          revenue reduction for shipments picked up but not delivered; (e)
          incurred but not reported workers compensation claims (including
          developed claims); (f) vacation and sick pay; (g) automobile liability
          claims; (h) general liability claims; (i) freight loss or


                                      -2-



          damage claims; (j) accrued bonuses; (k) accrued audit fees; (l)
          accrued tax and legal services fees; and (m) accrued third party
          repairs and maintenance;

     (k)  "CLOSING DATE" means October 2, 2006, or such other date as may be
          mutually agreed by the parties;

     (l)  "CODE" has the meaning set out in Section 3.22;

     (m)  "CONTRACT" means any agreement, indenture, contract, lease, deed of
          trust, license, option, instrument or other commitment, whether
          written or oral;

     (n)  "CONTROL" shall be deemed to occur between a corporation and another
          person if:

          (i)  voting securities of the corporation carrying more than 50% of
               the votes for the election of directors are held, otherwise than
               by way of security only, by or for the benefit of the other
               person; and

          (ii) the votes carried by such securities are entitled, if exercised,
               to elect a majority of the board of directors of the corporation;

     (o)  "DIRECT CLAIM" has the meaning set out in Section 10.4;

     (p)  "EBIT" means at any time, without duplication, the net income of the
          Corporation determined in accordance with generally accepted
          accounting principals for the relevant period (i) plus the following
          (to the extent that any of the following items were deducted in
          calculating such net income) and/or (ii) minus the following (to the
          extent any of the following items were added in calculating such net
          income), total net interest expense/income, dividends expense/income
          and taxes expense/recovery;

     (q)  "EBIT CALCULATION" has the meaning set out in Section 2.4;

     (r)  "ERISA" means the Employee Retirement Security Act of 1974, as
          amended;

     (s)  "ELECTION" has the meaning set out in subsection 6.8(a);

     (t)  "EMPLOYEE PLANS" means the employee benefit plans (as defined in ERISA
          Section 3(3)) established by or for the employees of the Corporation
          and all other plans, programs, funds, arrangements and contractual
          undertakings, whether for the benefit of a single individual or for
          more than one individual, and whether or not funded, which is in the
          nature of (i) an employee pension benefit plan as defined in ERISA
          Section 3(2), (ii) an employee welfare benefit plan (as defined in
          ERISA Section 3(1)), or (iii) any incentive or other benefit
          arrangement for employees, their beneficiaries and/or their
          dependents;

     (u)  "ENCUMBRANCE" means any encumbrance, lien, charge, pledge, mortgage,
          title retention agreement, security interest of any nature, adverse
          claim, exception,


                                      -3-



          reservation, easement, restriction, right of occupation, any matter
          capable of registration against title, option, right of pre-emption,
          privilege or any Contract to create any of the foregoing;

     (v)  "ENVIRONMENTAL LAWS" means any Law with respect to any Hazardous
          Materials, drinking water, groundwater, wetlands, landfills, open
          dumps, storage tanks, underground storage tanks, solid waste, waste
          water, storm water run-off waste emissions, wells or otherwise
          concerning pollution, or the protection of the environment; without
          limiting the generality of the foregoing, the term will encompass the
          following statutes and regulations promulgated thereunder and any
          similar applicable state or local statute or regulation as in effect
          on the Closing Date: (i) CERCLA, (ii) RCRA, (iii) the Hazardous
          Materials Transportation Act, (iv) the Toxic Substances Control Act,
          (v) the Clean Water Act, (vi) the Clean Air Act, (vii) the Safe
          Drinking Water Act, (viii) the National Environmental Policy Act of
          1969, and (ix) Title III of the Superfund Amendment and
          Reauthorization Act of 1986;

     (w)  "FINANCIAL STATEMENTS" means the Annual Financial Statements and the
          Interim Period Financial Statements;

     (x)  "GOVERNMENTAL ENTITY" means any government or any governmental agency,
          bureau, board, commission, department, regulatory agency, or political
          subdivision, whether federal, state or local, domestic or foreign;

     (y)  "HAZARDOUS MATERIALS" means each and every element, compound, chemical
          mixture, contaminant, pollutant, material, waste or other substance
          which is defined, determined or identified as hazardous or toxic under
          any Environmental Law or the Release of which is prohibited under any
          Environmental Law; without limiting the generality of the foregoing,
          the term will include (i) "hazardous substances" as defined in CERCLA
          or the Superfund Amendments and Reauthorization Act of 1986, each as
          amended and all regulations promulgated thereunder, (ii) "hazardous
          waste" as defined in RCRA, as amended, and all regulations promulgated
          thereunder, (iii) "hazardous Materials" as defined in the Hazardous
          Materials Transportation Act, as amended, and all regulations
          promulgated thereunder, and (iv) "chemical substance or mixture" as
          defined in the Toxic Substances Control Act, as amended, and all
          regulations promulgated thereunder;

     (z)  "INDEMNIFIED PARTY" has the meaning set out in Section 10.4;

     (aa) "INDEMNIFYING PARTY" has the meaning set out in Section 10.4;

     (bb) "INTELLECTUAL PROPERTY" has the meaning set out in Section 3.11;

     (cc) "INTERIM PERIOD FINANCIAL STATEMENTS" means the unaudited financial
          statements of the Corporation as at and for the eight month period
          ended


                                      -4-



          August 31, 2006, a copy of which financial statements are annexed
          hereto as Schedule 1.1(cc);

     (dd) "LAW" means any federal, state, local or municipal, domestic or
          foreign, constitutional provision, statute, law, by-law, rule,
          regulation, Permit, decree, injunction, judgment, order, or legally
          binding ruling, determination, common law rule, finding or writ of any
          Governmental Entity or any court of other tribunal;

     (ee) "LEASED REAL PROPERTY" has the meaning set out in Section 3.8;

     (ff) "LICENSE" has the meaning set out in Section 3.14;

     (gg) "LOAN BALANCE" and "DEBT" have the respective meanings set out in
          Section 2.7;

     (hh) "LOSSES", in respect of any matter, means all claims, demands,
          Proceedings, losses, damages, liabilities, deficiencies, costs and
          expenses (including, without limitation, all legal and other
          professional and consultant fees and disbursements, interest,
          penalties and amounts paid in settlement) arising directly or
          indirectly as a consequence of such matter;

     (ii) "MATERIAL ADVERSE CONSEQUENCE" and "MATERIAL ADVERSE CHANGE" mean any
          one or more consequences or changes having the potential to produce
          adverse financial consequences or changes to or for the Corporation of
          more than $100,000 provided that any consequences or changes involving
          amounts of $25,000 or less will not be considered in determining
          whether a Material Adverse Consequence or a Material Adverse Change
          has occurred;

     (jj) "MATERIAL CONTRACT" means any Contract if it requires or may require
          the provision by the Corporation to any person of goods or services,
          or the making of a financial obligation by the Corporation in excess
          of $50,000, excluding, however, any Contract which requires the
          Corporation to provide transportation service at a fixed rate if such
          Contract is not terminable without penalty in less than 60 days;

     (kk) "NORTHRIDGE ASSETS" means all of the real estate owned by Northridge
          Enterprises, L.P. as described in the Acquisition Agreement;

     (ll) "ORDER" means any agreement or any judgment, order, writ, prohibition,
          injunction, decree, award, or other requirement of any Governmental
          Entity;

     (mm) "PERMIT" means any license, permit, approval, authorization, consent,
          registration, franchise, certificate of authority or order,
          certificate of occupancy, building, safety and fire and health
          approval, including, for greater certainty, the business permit
          license of each terminal owned or operated by the Corporation, or any
          waiver of the foregoing, issued by any Governmental Entity;


                                      -5-



     (nn) "PERMITTED ENCUMBRANCES" are those Encumbrances described in Schedule
          1.1 (nn);

     (oo) Intentionally Deleted;

     (pp) "PROCEEDINGS" has the meaning set out in Section 3.23;

     (qq) "PURCHASE PRICE" has the meaning set out in Section 2.2;

     (rr) "PURCHASED SHARES" has the meaning set out in Section 2.1;

     (ss) "PURCHASER 338 PAYMENTS" has the meaning set out in subsection 6.8(b);

     (tt) "PURCHASER'S REPRESENTATIVES" has the meaning set out in Section 10.1;

     (uu) "RCRA" means the Resource Conservation and Recovery Act of 1976, as
          amended;

     (vv) "REAL PROPERTY LEASES" has the meaning set out in Section 3.10;

     (ww) "RELATED AGREEMENTS" means the Employment Agreement, the
          non-competition agreements referred to in subsection 8.1(g) and the
          Acquisition Agreement;

     (xx) "RELATED PARTY" means (i) any of the Vendors, (ii) any parent, child,
          spouse or sibling of any of the Vendors, or (iii) any person which is
          controlled by any of the Vendors and/or any parent, child, spouse or
          sibling of any of the Vendors;

     (yy) "RELEASE" means any spilling, leaking, pumping, pouring, emitting,
          emptying, discharging, injecting, storing, escaping, leaching,
          dumping, discarding, burying, abandoning or disposing into the
          environment;

     (zz) "SECURITIES ACT" means the Securities Act of 1933, as amended;

     (aaa) "SEPTEMBER 30, 2006 BALANCE SHEET" has the meaning set out in Section
          2.4;

     (bbb) "SEPTEMBER 30, 2006 FINANCIAL STATEMENTS" has the meaning set out in
          Section 2.4;

     (ccc) "SEPTEMBER 30, 2006 INCOME STATEMENT" has the meaning set out in
          Section 2.4;

     (ddd) "SUBSIDIARY" means a corporation which is controlled, directly or
          indirectly, by another corporation;

     (eee) "TAXES" means all taxes, assessments, charges, duties, fees,
          registrations, levies or other governmental charges (including
          interest, penalties or additions associated therewith) including
          without limitation federal, state, city, county, foreign or other
          income, franchise, gross receipts, license, employment, excise,


                                      -6-



          severance, stamp, occupation, premium, windfall profits, capital
          stock, profits, registration, alternative or add-on minimum,
          estimated, real property, personal property, tangible, withholding,
          source deductions from payroll, Federal Insurance Contributions Act,
          payroll taxes, unemployment compensation, workers' compensation,
          employee related taxes, disability, transfer, sales, use, gasoline,
          fuel, excise, goods and services, value added, customs duty, gross
          receipts and all other taxes of any kind affecting the Corporation and
          for which the Corporation may have any liability imposed by any
          Governmental Entity, whether disputed or not, including any interest,
          penalty, or addition thereto, and including any obligations to
          indemnify or otherwise assume or succeed to the tax liability of any
          other person;

     (fff) "THIRD PARTY" has the meaning set out in Section 10.6;

     (ggg) "THIRD PARTY CLAIM" has the meaning set out in Section 10.4;

     (hhh) "TIME OF CLOSING" means 8:00 a.m. Eastern Daylight Savings time on
          the Closing Date;

     (iii) "VITRAN SHARES" means the common shares in the capital of Vitran; and

     (jjj) "WOODHURST ASSETS" means all of the real estate owned by Woodhurst
          Realty, LLC, as described in the Acquisition Agreement.

1.2  CURRENCY.

     Unless otherwise indicated, all dollar amounts referred to in this
     Agreement are dollars of the United States of America.

1.3  SECTIONS AND HEADINGS.

     The division of this Agreement into Articles and Sections and the insertion
     of headings and a table of contents are for convenience of reference only
     and shall not affect the interpretation of this Agreement. Unless otherwise
     indicated, any reference in this Agreement to an Article, Section or
     Schedule refers to the specified Article or Section of, or Schedule to,
     this Agreement.

1.4  NUMBER, GENDER AND PERSONS.

     In this Agreement, words importing the singular number only shall include
     the plural and vice versa, words importing gender shall include all genders
     and persons shall include individuals, corporations, companies,
     partnerships, limited liability companies, limited liability partnerships,
     associations, trusts, unincorporated organizations, governmental bodies and
     other legal or business entities.


                                      -7-



1.5  ACCOUNTING PRINCIPLES.

     Except as otherwise noted, any reference in this Agreement to generally
     accepted accounting principles refers to generally accepted accounting
     principles applicable in the United States as approved at the applicable
     time by the Financial Accounting Standards Board.

1.6  ENTIRE AGREEMENT.

     This Agreement, including the Schedules attached hereto, constitutes the
     entire agreement between the parties with respect to the subject matter
     hereof and supersedes all prior agreements, understandings, negotiations
     and discussions, whether written or oral. There are no conditions,
     covenants, agreements, representations, warranties or other provisions,
     express or implied, collateral, statutory or otherwise, relating to the
     subject matter hereof except as herein provided.

1.7  TIME OF ESSENCE.

     Time shall be of the essence of this Agreement.

1.8  APPLICABLE LAW.

     All questions concerning the construction, validity and interpretation of
     this Agreement and the Schedules hereto will be governed by the internal
     law, and not the law of conflicts, of the Commonwealth of Pennsylvania,
     except with respect to matters of law concerning the internal corporate
     affairs of any corporate entity which is a party to or the subject of this
     Agreement and as to those matters the law of the jurisdiction under which
     such entity derives its power shall govern. Each party hereby waives trial
     by jury in any judicial proceeding involving, directly or indirectly, any
     matter, in any way arising out of or related to, or in connection with this
     Agreement whether sounding in contract, tort or otherwise. Any such matter
     shall be heard in the United States District Court for the Western District
     of Pennsylvania sitting in Pittsburgh, Pennsylvania, to the extent that it
     has subject matter jurisdiction thereover and not in state court, and if
     the said federal court does not have subject matter jurisdiction, in the
     Court of Common Pleas of Allegheny County, Pennsylvania, which courts shall
     have sole and exclusive jurisdiction over any such matter.

1.9  SEVERABILITY.

     If any provision of this Agreement is determined by a court of competent
     jurisdiction to be invalid, illegal or unenforceable in any respect, such
     determination shall not impair or affect the validity, legality or
     enforceability of the remaining provisions hereof, and each provision is
     hereby declared to be separate, severable and distinct.


                                      -8-



1.10 CONSTRUCTION.

     The language used in this Agreement will be deemed to be the language
     chosen by the parties to express their mutual intent and no rule of strict
     construction will be applied against any party.

1.11 KNOWLEDGE.

     For the purposes of any reference in this Agreement to the "knowledge of
     the Vendors", shall mean, in the case of Donald J. Hammel, his actual
     knowledge and, in the case of all of other Vendors, the actual knowledge
     that each Vendor has after such due enquiry as a prudent person holding a
     similar position in a trucking company would undertake.

1.12 SCHEDULES.

     The following Schedules are attached to and form part of this Agreement:

     Schedule A        - The Vendors
     Schedule 1.1(b)   - Annual Financial Statements
     Schedule 1.1(cc)  - Interim Period Financial Statements
     Schedule 1.1 (nn) - Permitted Encumbrances
     Schedule 2.1      - Purchased Shares
     Schedule 2.2      - Purchase Price
     Schedule 2.3      - Vitran Shares
     Schedule 2.4      - September 30, 2005 Financial Statements
     Schedule 3.1      - Jurisdictions in which Business is Located
     Schedule 3.8      - Leased Real Property
     Schedule 3.9(a)   - Current Uses and Improvements
     Schedule 3.9(d)   - Accounts Payable
     Schedule 3.9(f)   - Capital Expenditure
     Schedule 3.12     - Contracts
     Schedule 3.15     - Consents and Approvals
     Schedule 3.21     - Absence of Changes
     Schedule 3.23     - Proceedings
     Schedule 3.24     - Accounts and Power of Attorneys
     Schedule 3.25     - Directors and Officers
     Schedule 3.27     - Environmental and Health
     Schedule 3.28     - Employee Plans
     Schedule 3.34A    - Customers
     Schedule 3.34B    - Rebates, Discounts and Allowances
     Schedule 3.38     - Indebtedness
     Schedule 4.5      - Purchaser's Consents and Approvals
     Schedule 5.4      - Vitran's Financial Statements
     Schedule 5.7      - Vitran's Consents and Approvals
     Schedule 6.2(c)   - Material Contracts of the Vendor



                                      -9-


2.   PURCHASE AND SALE OF PURCHASED SHARES

2.1  PURCHASE AND SALE OF PURCHASED SHARES.

     Subject to the terms and conditions of this Agreement, each of the Vendors
     covenants and agrees to sell, assign and transfer to the Purchaser and the
     Purchaser covenants and agrees to purchase, and Vitran covenants and agrees
     to cause the Purchaser to so purchase from the Vendors on the Closing Date
     that number and class of shares of the Corporation set out opposite the
     name of each of the Vendors on Schedule 2.1 (collectively, the "PURCHASED
     SHARES"), being all of the issued and outstanding shares of the capital
     stock of the Corporation.

2.2  PURCHASE PRICE.

     The consideration payable by the Purchaser to the Vendors for the Purchased
     Shares and in respect of each of the Vendors entering into the
     Non-Competition Agreement shall be $76,985,000, subject to adjustment in
     accordance with Sections 2.6, 2.7 and 6.8 and Article 10 (the "PURCHASE
     PRICE"), to be paid and satisfied as follows:

     (a)  $65,005,000 by wire transfer at the Time of Closing of immediately
          available funds to the trust account of Vuono & Gray, LLC;

     (b)  $10,000,000, plus any accrued and unpaid interest on the amount
          payable, to be paid on the date that both the September 30, 2006
          Financial Statements and the EBIT Calculation are finally determined
          pursuant to Section 2.4, provided that the EBIT Calculation is at
          least $1,200,000 greater than the EBIT for the three months ending
          September 30, 2005 excluding the Closing Adjustments, by wire transfer
          of immediately available funds to the order of the each of the Vendors
          as set out on Schedule 2.2 or as the Vendors may in writing direct.
          For each dollar that the EBIT Calculation is less than $1,200,000 the
          amount payable pursuant to this Section 2.2(b) will be reduced by $8.
          The interest rate payable on the amount payable shall be simple
          interest of 3% per annum;

     (c)  $1,980,000 to be paid on the date that is thirty (30) days after the
          first anniversary of the Closing Date less all amounts payable by the
          Vendors pursuant to Article 10, plus any accrued and unpaid interest
          on the amount payable, by wire transfer of immediately available funds
          to the order of the each of the Vendors as set out on Schedule 2.2 or
          as the Vendors may in writing direct. The interest rate payable on the
          amount payable shall be simple interest of 4% per annum; and

     (d)  the amount payable by the Purchaser, if any, pursuant to subsection
          6.8(b) at the time required by subsection 6.8(b).

     The Vendors shall provide the wire transfer instructions of Vuono & Gray,
     LLC to the Purchaser at least two (2) Business Days prior to the Closing
     Date.


                                      -10-



2.3  VITRAN SHARES.

     On the Closing Date, the Vendors shall subscribe for and purchase, as set
     out on Schedule 2.3, and Vitran shall allot and issue to the Vendors, as
     set out on Schedule 2.3, at an aggregate subscription price of $13,200,000
     that number of fully paid non-assessable Vitran Shares, rounded to the
     nearest whole number, equal to $13,200,000 divided by $19.50 (which was the
     closing price of Vitran Shares on NASDAQ on September 29, 2006 plus $1.00),
     being 676,923 Vitran Shares. The subscription price for the Vitran Shares
     shall be paid by wire transfer of immediately available funds from the
     amount deposited in the trust account of Vuono & Gray, LLC pursuant to
     subsection 2.2(a) in accordance with the wire transfer instructions
     provided by Vitran to the Vendors at least two (2) Business Days prior to
     the Closing Date. Vitran shall deliver to the Vendors share certificate(s)
     by 5:00 p.m. Eastern Daylight Savings time on Wednesday, October 4, 2006
     evidencing such Vitran Shares registered in the name of each of the Vendors
     as set out on Schedule 2.3 bearing all legends required by applicable
     securities laws.

2.4  SEPTEMBER 30, 2006 FINANCIAL STATEMENTS.

     As soon as is practicable, and in any event not later than sixty (60) days
     following the Closing Date, the Purchaser shall deliver to the Vendors, at
     Purchaser's cost, an audited balance sheet for the Corporation as at
     September 30, 2006 (the "SEPTEMBER 30, 2006 BALANCE SHEET") and an audited
     income statement for the Corporation for the period of January 1, 2006 to
     September 30, 2006 (the "SEPTEMBER 30, 2006 INCOME STATEMENT"), each of
     which shall be reported on without qualification by KPMG, together with a
     calculation of EBIT for the three months ending September 30, 2006
     excluding the Closing Adjustments (the "EBIT CALCULATION"). The September
     30, 2006 Balance Sheet and the September 30, 2006 Income Statement
     (together, the "SEPTEMBER 30, 2006 FINANCIAL STATEMENTS") and the EBIT
     Calculation shall be prepared in accordance with generally accepted
     accounting principles consistent with those used in the preparation of the
     September 30, 2005 financial statements of the Corporation which are
     attached as Schedule 2.4 and with EBIT calculation for the three months
     ending September 30, 2005 and shall present fairly the financial position
     of the Corporation as at the Closing Date and the sales, earnings and
     results of operations for the period between January 1, 2006 and September
     30, 2006.

2.5  DISPUTES CONCERNING SEPTEMBER 30, 2006 FINANCIAL STATEMENTS.

     The Vendors shall have a period of twenty (20) days from the date they
     receive the September 30, 2006 Financial Statements and the EBIT
     Calculation in which to review the same. For the purpose of such review,
     the Purchaser agrees to permit the Vendors and their authorized
     representatives to examine all schedules and other documentation used in
     the preparation of the September 30, 2006 Financial Statements and the EBIT
     Calculation. If no objection to the September 30, 2006 Financial Statements
     is given to the Purchaser by the Vendors within such twenty (20) day
     period, the September 30, 2006 Financial Statements shall be deemed to have
     been approved as of the last day of


                                      -11-



     such twenty (20) day period. If the Vendors objects to any part of the
     September 30, 2006 Financial Statements within such twenty (20) day period
     by giving notice to the Purchaser setting out in reasonable detail the
     nature of such objection, the parties agree to attempt to resolve the
     matters in dispute within fifteen (15) days from the date the such notice
     is received by the Vendors. If all matters in dispute are resolved by the
     parties, the September 30, 2006 Financial Statements shall be modified to
     the extent required to give effect to such resolution and shall be deemed
     to have been approved as of the date of such resolution. If the parties
     cannot resolve all matters in dispute within such fifteen (15) day period,
     all unresolved matters shall be submitted to the Pittsburgh, Pennsylvania,
     office of Ernst & Young LLP ("ERNST & YOUNG") for resolution, and Ernst &
     Young shall be given access to all materials and information reasonably
     requested by it for such purpose. The Vendors represent and warrant that
     Ernst & Young has not provided any products or services to the Corporation
     or the Vendors within the last five (5) years prior to the date hereof.
     Vitran and the Purchaser represent and warrant that Ernst & Young has not
     provided any product or services to either of them within the last five (5)
     years prior to the date hereof. The rules and procedures to be followed by
     Ernst & Young in resolving the matters in dispute shall be determined by
     Ernst & Young in its discretion. Ernst & Young's determination of all such
     matters shall be final and binding on both parties and shall not be subject
     to appeal by either party. The fees and expenses of Ernst & Young shall be
     borne equally by the parties. The September 30, 2006 Financial Statements
     shall be modified to the extent required to give effect to Ernst & Young's
     determination and shall be deemed to have been approved as of the date of
     such determination.

2.6  CASH ON CLOSING.

     The Corporation shall have cash in the bank on the close of business on
     September 29, 2006 in an amount of $1,500,000. The Vendors represent and
     warrant that such cash amount should be sufficient to carry on the Business
     in the ordinary course consistent with past practice for the period ending
     forty-five (45) days after the Closing and should further amounts be
     required, the Vendors shall reimburse the Purchaser for the amount of any
     deficiency, such reimbursement to be made initially from the amount
     described in subsection 2.2(b) and such reimbursement shall reduce the
     Purchase Price.

2.7  ADJUSTMENT FOR INDEBTEDNESS.

     The Vendors and the Purchasers acknowledge and agree that the Purchase
     Price has been determined based on the assumption that the aggregate
     amounts owing by the Corporation, as at the Closing Date, under its
     existing term loan from National City Bank of Pennsylvania under its
     outstanding capital leases (such amounts collectively the "DEBT") is
     $22,640,000 (the "LOAN BALANCE"). To the extent that the actual amount
     outstanding on the Debt is greater than the Loan Balance by more than
     $1,000, the Vendors shall pay to the Purchaser the amount of such excess
     and the Purchase Price shall be reduced accordingly, such repayment to be
     made initially from the amount described in subsection 2.2(b). To the
     extent that the actual amount outstanding on the Debt is less than the Loan
     Balance by more than $1,000, the Purchaser shall pay to the


                                      -12-



     Vendors the amount of such difference and the Purchase Price shall be
     increased accordingly.

3.   REPRESENTATIONS AND WARRANTIES OF THE VENDORS

     Each Vendor represents and warrants to the Purchaser as follows and
     acknowledges that the Purchaser is relying on such representations and
     warranties in connection with its purchase of the Purchased Shares:

3.1  ORGANIZATION AND STATUS.

     The Corporation is a corporation validly existing and in good standing
     under the laws of the Commonwealth of Pennsylvania. The Corporation is duly
     registered, licensed or qualified to carry on business under the laws of
     each of the jurisdictions set out in Schedule 3.1, being the only
     jurisdictions in which the nature of the Business and its conduct makes
     such registration, licensing or qualification necessary.

3.2  AUTHORIZED AND ISSUED CAPITAL.

     The authorized capital of the Corporation consists of 100,000 shares of
     common stock, par value of $1.00 per share, of which 9,488 shares of common
     stock (and no more) have been duly issued and are outstanding as fully paid
     and non-assessable.

3.3  NO OPTIONS.

     No person has any agreement or option or any right or privilege (whether by
     or at law, pre-emptive or contractual) capable of becoming an agreement,
     including convertible securities, warrants or convertible obligations of
     any nature, for the purchase, subscription, allotment or issuance of any
     unissued shares or other securities of the Corporation.

3.4  NO SUBSIDIARIES.

     The Corporation does not have any Subsidiaries, is not a party to any
     agreement of any nature to acquire, directly or indirectly, any shares in
     the capital of, or other equity or proprietary interests in, any person, or
     is a party to any agreement to acquire or lease any other business
     operations.

3.5  NO VIOLATION.

     The execution and delivery of this Agreement by any of the Vendors or the
     Corporation and the consummation of the transactions herein provided for
     will not result in:

     (a)  subject to obtaining the consents and approvals set out in Schedule
          3.15, the breach or violation of any of the provisions of, or
          constitute a default under, or


                                      -13-



          conflict with or cause the acceleration of any obligation or debt of
          any of the Vendors or the Corporation under:

          (i)  any Contract to which any of the Vendors or the Corporation is a
               party or by which any of them or any of their properties or
               assets may be bound or affected;

          (ii) any provision of the articles of incorporation, by-laws or
               resolutions of the board of directors (or any committee thereof)
               or shareholders of the Corporation;

          (iii) any judgment, decree, order or award of any court, Governmental
               Entity or arbitrator having jurisdiction over any of the Vendors
               or the Corporation;

          (iv) any Permit or License held by the Corporation or necessary to the
               ownership of the Purchased Shares or the operation of the
               Business; or

          (v)  any applicable Law; or

     (b)  the creation or imposition of any Encumbrance on any of the property
          or assets of the Corporation or on any of the Purchased Shares.

3.6  BUSINESS OF THE CORPORATION.

     The Business is the only business operation carried on by the Corporation
     and the property and assets owned or leased by the Corporation are
     sufficient to carry on the Business as currently conducted.

3.7  TITLE TO PERSONAL PROPERTY.

     The personal property of the Corporation (excluding leased personal
     property) is owned by the Corporation as the absolute and beneficial owner
     thereof with good and valid title thereto, free and clear of all
     Encumbrances except for Permitted Encumbrances. At the Time of Closing, the
     Corporation shall have the exclusive right to possess, use, occupy and
     dispose of all of its personal property, subject to lease terms and
     conditions and Permitted Encumbrances. The Purchaser acknowledges having
     been provided with a list of tractors, trailers and forklifts used in the
     Business. Except for vehicles which are out of service for repairs in the
     ordinary course of business and all such repairs do not result in a
     Material Adverse Consequence, the tractors, trailers and forklifts used in
     the Business are in reasonable repair having regard to the age thereof and
     in compliance with the United States Department of Transportation running
     standards in all material respects. Subject to the foregoing the Purchaser
     is accepting such personal property without any other warranty as to its
     condition or state of repair.


                                      -14-



3.8  LOCATION OF LEASED REAL PROPERTY.

     Schedule 3.8 sets forth the municipal addresses of any real property
     currently leased by the Corporation (the "LEASED REAL PROPERTY"). The
     Corporation does not own nor has agreed to acquire, lease or license, any
     other real property or interest in real property.

3.9  STATUS OF REAL PROPERTY.

     None of the Vendors nor the Corporation have received any notice that the
     Leased Real Property or the operation or maintenance thereof, violates any
     restrictive covenant or any provision of any federal, state or municipal
     law, ordinance, rule or regulation, or encroaches on any property owned by
     others. Without limiting the generality of the foregoing:

     (a)  except as set forth in Schedule 3.9(a), none of the Vendors nor the
          Corporation have received any notice from any Governmental Entity and
          none of the Vendors has any knowledge that the Leased Real Property,
          the current uses thereof and the conduct of the Business do not comply
          with all Laws including, without limitation, Laws dealing with zoning,
          parking, access, loading facilities, landscaped areas, building
          construction, fire and public health and safety and Environmental
          Laws;

     (b)  except as set forth in Schedule 3.9(a), no alteration, repair,
          improvement or other work has been ordered, directed or requested in
          writing by any Governmental Entity to be done or performed to or in
          respect of the Leased Real Property to any of the plumbing, heating,
          elevating, water, drainage or electrical systems, fixtures or works by
          any municipal, state or other competent authority, which alteration,
          repair, improvement or other work has not been completed, and no
          written notification has been received by the Corporation of any such
          outstanding work being ordered, directed or requested, other than
          those which have been complied with in all respects;

     (c)  all accounts for work and services performed and materials placed or
          furnished upon or in respect of the Leased Real Property at the
          request of the Corporation have been fully paid and satisfied, and no
          person having performed such work or services or having placed or
          furnished such material is entitled to claim any Encumbrance against
          the Leased Real Property or any part thereof, other than current
          accounts in respect of which the payment due date has not yet passed;

     (d)  except as set forth in Schedule 3.9(d), none of the Vendors nor the
          Corporation have received any notice from any Governmental Entity and
          none of the Vendors has any knowledge that there are amounts owing in
          respect of the Leased Real Property by the Corporation to any
          municipal corporation or to any other person or commission owning or
          operating a public utility for water, gas, electrical power or energy,
          steam or hot water, or for the use thereof, other than current
          accounts in respect of which the payment due date has not yet passed;


                                      -15-



     (e)  no part of the Leased Real Property has been taken or expropriated by
          any federal, state, municipal or other competent authority nor has any
          notice or proceeding in respect thereof been given or commenced nor do
          the Vendors have knowledge of any intent or proposal to give any such
          notice or commence any such proceeding;

     (f)  none of the Vendors nor the Corporation have received any notice from
          any lessor or Governmental Entity and none of the Vendors has any
          knowledge that there are any material or structural repairs or
          replacements which are necessary in order to comply with applicable
          Law (except with respect to the Americans with Disabilities Act and
          the Occupational Safety and Health Act of 1970 which is dealt with in
          Sections 3.13 and 3.27) and without limiting the generality of the
          foregoing, none of the Vendors nor the Corporation have received any
          notice from any lessor or Governmental Entity that there are repairs
          to or replacements of the roof or the mechanical, electrical, heating,
          ventilating, air conditioning, plumbing or drainage equipment or
          systems which are necessary for continued operations and none of the
          Leased Real Property is currently undergoing any alteration or
          renovation except as set forth in Schedule 3.9(f). The Purchaser
          acknowledges having inspected the Leased Real Property and, subject to
          the foregoing representations and warranties, is accepting the Lease
          Real Property in reliance upon such inspections, AS IS, without
          further warranties as to its condition or state of repair; and

     (g)  all of the Leased Real Property has access to public roads, and none
          of the Vendors nor the Corporations have received any notice from any
          Governmental Entity and none of the Vendors has any knowledge that
          there are outstanding levies, charges or fees assessed against the
          Leased Real Property by any competent authority (including development
          or improvement levies, charges or fees) except for ad valorem or
          special taxes shown of pubic record.

     The representations and warranties of Woodhurst Realty, LLC and Northridge
     Enterprises, L.C. set out in the Acquisition Agreement are true and
     correct.

3.10 REAL PROPERTY LEASES.

     The Corporation is not party to any lease or agreement in the nature of a
     lease in respect of any real property, whether as lessor or lessee, other
     than the leases (the "REAL PROPERTY LEASES") described in Schedule 3.8
     relating to the Leased Real Property. Except as described in Schedule 3.8,
     the Corporation occupies the Leased Real Property and, subject to the
     rights of other tenants in common areas and portions of real property
     adjacent to or shared with the Leased Real Property, has the exclusive
     right to occupy and use the Leased Real Property. Except as described in
     Schedule 3.8, each of the Real Property Leases is in good standing and in
     full force and effect without amendment thereto, free and clear of any
     Encumbrances, and neither the Corporation nor any other party thereto is in
     breach of any covenants, conditions or obligations contained therein or has
     received or given notice alleging such breach. None of the Vendors nor the


                                      -16-



     Corporation have received any notice from any lessor and none of the
     Vendors has any knowledge that any construction, alteration or other
     leasehold improvement work with respect to any Real Property Lease remains
     to be performed or paid for by the Corporation. None of the Vendors nor the
     Corporation have received any notice from any lessor and none of the
     Vendors has any knowledge that there are at the present time any disputes
     between the Corporation and any lessor relating to provisions of any Real
     Property Leases, the state of repair of the premises demised thereunder,
     the payment of rent, the calculation or payment of operating costs, realty
     taxes, or other payments or amounts. The Purchaser acknowledges having
     received a true and correct copy of each Real Property Lease and all
     amendments thereto.

3.11 INTELLECTUAL PROPERTY.

     The Corporation has the right to use of all registered or pending
     registrations for any brand names, business names, trade-marks, service
     marks, copyrights, or patents, and has the right to use all trade secrets,
     know-how, computer software, designs and other industrial or intellectual
     property used in the Business (the "INTELLECTUAL PROPERTY"). To the
     knowledge of the Vendors, there exist no claims of any infringement or
     breach of any industrial or intellectual property rights of any other
     person, and neither the Corporation nor the Vendors has received any notice
     that the conduct of the Business, including the use of the Intellectual
     Property, infringes upon or breaches any industrial or intellectual
     property rights of any other person, or the trade secrets, know-how or
     confidential or proprietary information of any other person. To the
     knowledge of the Vendors, there exists no infringement or violation of any
     of the rights of the Corporation in the Intellectual Property, nor does
     there exist any state of facts which casts doubt on the validity or
     enforceability of any of the Intellectual Property.

3.12 AGREEMENTS AND COMMITMENTS

     Except as disclosed on Schedule 3.12, the Corporation is not a party to or
     bound by any Contract of the following nature:

     (a)  any continuing Material Contract for the purchase of materials,
          assets, equipment, fuel, spare parts and other supplies or services;

     (b)  any employment or consulting Material Contract, Material Contracts
          with owner-operators, or any other written Material Contract with any
          officer, employee or consultant other than oral Contracts of
          indefinite hire terminable by the employer without cause on reasonable
          notice (subject to applicable employment and other Laws);

     (c)  any profit sharing, bonus, stock option, pension, 401(k) retirement,
          disability, stock purchase, medical, dental, hospitalization,
          insurance or similar plan or agreement providing benefits to any
          current or former director, officer, employee or consultant;


                                      -17-



     (d)  any trust indenture, mortgage, promissory note, loan agreement,
          guarantee or other Material Contract for the borrowing of money or a
          leasing transaction of the type required to be capitalized in
          accordance with generally accepted accounting principles;

     (e)  any Material Contract for the disposal or trade-in of any assets;

     (f)  any Material Contract pursuant to which the Corporation is a lessor of
          any machinery, equipment, motor vehicles, office furniture, fixtures
          or other personal property;

     (g)  except for the Real Property Leases, any Contract pursuant to which
          the Corporation is a lessee, whether in respect of real or personal
          property, including all capital leases;

     (h)  any confidentiality, secrecy or non-disclosure Contract (whether the
          Corporation is a beneficiary or obligor thereunder) relating to any
          proprietary or confidential information or any non-competition or
          similar Contract (other than confidentiality agreements related to the
          transactions contemplated by this Agreement);

     (i)  any joint venture, profit or revenue sharing agreement, partnership
          agreement or other business combination;

     (j)  any agreement of guarantee, support, indemnification, assumption or
          endorsement of, or any other similar commitment with respect to, the
          obligations, liabilities (whether accrued, absolute, contingent or
          otherwise) or indebtedness of any other person (except for checks
          endorsed for collection and loan guaranties in favour of National City
          Bank given by the Corporation with respect to loan obligations of
          Woodhurst Realty, LLC);

     (k)  any other Contract not described above which expires, or may expire if
          the same is not renewed or extended at the option of any person other
          than the Corporation, more than one (1) year after the date of this
          Agreement;

     (l)  any Contract entered into by the Corporation other than in the
          ordinary course of business; or

     (m)  any other Material Contract.

     To the knowledge of the Vendors, the Corporation has performed all of the
     material obligations required to be performed by it and is entitled to all
     material benefits under and is not in material default or alleged to be in
     material default in respect of, any Material Contract relating to the
     Business to which it is a party or by which it is bound; all such Material
     Contracts are in good standing and in full force and effect, to the
     knowledge of the Vendors, and no event, condition or occurrence exists
     which, after notice or lapse of time or both, would constitute a default
     under any of the foregoing.


                                      -18-



     The Purchaser acknowledges having received a true and correct copy of each
     Material Contract listed or described on all of the Schedules to this
     Agreement.

3.13 COMPLIANCE WITH LAWS.

     None of the Vendors nor the Corporation have received any notice nor have
     any knowledge that the Corporation is not conducting the Business in
     compliance with all applicable Laws of each jurisdiction in which the
     Business is carried including, without limitation, the Americans with
     Disabilities Act and the Occupational Health and Safety Act of 1970.

3.14 PERMITS AND LICENSES.

     None of the Vendors nor the Corporation have received any notice nor have
     any knowledge that the Corporation does not hold all Permits, and of all
     licenses, permits, approvals, consents, certificates, registrations and
     authorizations (each, a "LICENSE") necessary to carry on the Business or to
     own or lease any of the property or assets utilized by the Corporation
     except where the failure to hold same would result in Material Adverse
     Consequenses. To the knowledge of the Vendors the Corporation is not in
     default or breach of any Permit or License and, to the knowledge of the
     Vendors, no proceeding is pending or threatened to revoke or limit any such
     Permit or License.

3.15 CONSENTS AND APPROVALS.

     Except for the consents and approvals set out in Schedule 3.15, no
     authorization, consent or approval of, or filing with or notice to:

     (a)  any governmental agency, regulatory body or court; or

     (b)  any party to a Contract to which the Corporation or the Vendors (in
          respect of the Corporation or the Business) is a party or by which it
          is bound,

     is required in connection with the execution, delivery and performance of
     this Agreement by the Vendors or the sale of the Purchased Shares
     hereunder.

3.16 FINANCIAL STATEMENTS.

     The Financial Statements have been prepared in accordance with generally
     accepted accounting principles on a basis consistent with prior periods,
     and accurately and fairly set out the assets, liabilities (whether accrued,
     absolute, contingent or otherwise) and financial condition of the
     Corporation as at the respective dates of the Financial Statements and the
     sales, earnings and results of operations of the Corporation for the
     respective periods covered by the Financial Statements. To the knowledge of
     the Vendors, there are no material liabilities of the Corporation of any
     kind whatsoever arising before the date hereof, whether or not accrued and
     whether or not determined or determinable, in respect of which the
     Corporation may become liable on or after the consummation of the
     transactions contemplated by this Agreement other than Closing


                                      -19-



     Adjustments or as disclosed on the Financial Statements or current
     liabilities incurred by the Corporation since December 31, 2005, in the
     ordinary course of the Business none of which will individually, and all of
     which in the aggregate will not, produce a Material Adverse Consequence to
     the operations of the Business, the results of its operations or its
     financial condition or prospects thereof. The financial position and
     condition of the Corporation on the date hereof is no worse than as
     reflected in the Financial Statements. All accruals on the Financial
     Statements and books and records of the Corporation are bona fide and have
     been made in good faith based on the knowledge available to the Vendors as
     at the Closing Date. Should events subsequent to the Closing Date require
     an increase in any such accruals the Vendors, subject to the preceding
     sentence of this Section 3.16, will not be responsible for or have any
     liability with respect to such increase.

3.17 FINANCIAL BOOKS AND RECORDS.

     The books and records of the Corporation have been maintained in accordance
     with good bookkeeping practice and generally accepted accounting
     principles, and fairly and correctly set out and disclose the financial
     position of the Corporation as at the date hereof. All material financial
     transactions of the Corporation have been accurately recorded in such books
     and records. The Corporation does not have any of its records, systems,
     controls, data or information recorded, stored, maintained, operated or
     wholly or partly dependent upon or held by any means (including any
     electronic, mechanical or photographic process, whether computerized or
     not) which (including all means of access thereto and therefrom) are not
     under its ownership and direct control.

3.18 ACCOUNTS RECEIVABLE.

     All outstanding accounts receivable, book debts or other debts due and
     accruing to the Corporation are good and collectible, subject to the
     allowance for doubtful accounts reflected in the Financial Statements. All
     accruals in the Financial Statements for bad debts or doubtful accounts are
     reasonable based on historical experience.

3.19 FREIGHT DAMAGE CLAIMS.

     The Corporation has made adequate accruals based on its historical
     experience with respect to freight damage claims and has properly reflected
     such accruals in its books and records.

3.20 CORPORATE RECORDS.

     The corporate records and minute books of the Corporation contain accurate
     minutes of all meetings of the directors and shareholders of the
     Corporation.


                                      -20-



3.21 ABSENCE OF CHANGES.

     Other than as disclosed in Schedule 3.21 or provided for under this
     Agreement (including any Closing Adjustments), since December 31, 2005, the
     Corporation has carried on the Business and conducted its operations and
     affairs only in the ordinary course of business consistent with past
     practices and there has not been:

     (a)  any Material Adverse Change to the condition (financial or otherwise),
          assets, liabilities, operations, earnings, business or prospects of
          the Corporation or the Business;

     (b)  any material damage, destruction or loss (whether or not covered by
          insurance) affecting the property or assets of the Corporation;

     (c)  any material obligation or liability (whether absolute, accrued,
          contingent or otherwise, and whether due or to become due) incurred by
          the Corporation other than those incurred in the ordinary course of
          business, or as disclosed in any Contract listed on any Schedule
          hereto;

     (d)  any payment, discharge or satisfaction of any Encumbrance, liability
          or obligation of the Corporation (whether absolute, accrued,
          contingent or otherwise, and whether due or to become due) other than
          payment of accounts payable, repayment of indebtedness in accordance
          with its terms and tax liabilities incurred in the ordinary course of
          business;

     (e)  any issuance or sale by the Corporation or any Contract entered into
          the Corporation for the issuance or sale by the Corporation of any
          shares, or securities convertible into or exercisable for shares, in
          the capital of the Corporation;

     (f)  any labour trouble having the potential to have a Material Adverse
          Consequence to the Corporation;

     (g)  any license, sale, assignment, transfer or disposition of any property
          or assets of the Corporation other than the replacement or retirement
          of equipment in the ordinary course of business;

     (h)  any write-off as uncollectible of any accounts or notes receivable or
          any portion thereof by the Corporation;

     (i)  any cancellation of any debts or claims or any amendment, termination
          or waiver of any rights of value to the Corporation;

     (j)  any general increase in the compensation of employees of the
          Corporation other than the Vendors (including, without limitation, any
          increase pursuant to any Employee Plan or commitment);


                                      -21-



     (k)  other than to the Vendors the payment of any bonuses or other
          withdrawals out of the ordinary course of business of the Corporation,
          any increase in any compensation or bonus (including, without
          limitation, any increase pursuant to any Employee Plan or commitment)
          payable to any director, officer, salaried employee, consultant or
          agent of the Corporation having an annual salary or remuneration in
          excess of $50,000, or the execution of any employment contract with
          any officer or employee having an annual salary or remuneration in
          excess of $50,000, or the making of any loan to any employee, officer
          or director of the Corporation;

     (l)  except as approved in writing by the Purchaser, any capital
          expenditures or commitments of the Corporation out of the ordinary
          course of the Business;

     (m)  any alteration of the capital expenditure or accounts payable policies
          of the Corporation;

     (n)  any forward purchase commitments in excess of the requirements of the
          Corporation for normal operating inventories or at prices higher than
          the current market prices;

     (o)  any forward sales commitments other than in the ordinary course of
          business or any failure to satisfy any accepted order for goods or
          services;

     (p)  any change in the accounting or tax practices followed by the
          Corporation (other than Closing Adjustments);

     (q)  any change adopted by the Corporation in its depreciation or
          amortization policies or rates;

     (r)  any change in the credit terms offered to customers of, or by
          suppliers to, the Corporation or any change in the Corporation's
          practice of collecting accounts receivable or managing accounts
          payable; or

     (s)  any authorization, agreement or any commitment whatsoever to do any of
          the foregoing.

3.22 TAXES.

     (a)  The Corporation has duly completed and filed on a timely basis all tax
          returns, declarations, elections and filings required to be filed by
          it and all such returns are true, correct and complete. The
          Corporation has paid all Taxes which are due and payable including
          with respect to the year ended December 31, 2005, and there are no
          Encumbrances on the Purchased Shares that arose in connection with the
          failure or alleged failure to pay any such Tax. The Corporation has
          made adequate provision on its books and records for Taxes payable by
          it for the current period and any previous period for which tax
          returns are not yet required


                                      -22-



          to be filed or for which tax payments are not yet due, including
          periods for which an extension to file has been granted, and Purchaser
          acknowledges that the Corporation, and not the Vendors, will be
          responsible for taxes which have been fully accrued but which may
          become due and payable after the Time of Closing. The Vendors have no
          knowledge that the Corporation has any liabilities for any Taxes other
          than as shown on the Financial Statements or fully accrued in the
          books and records of the Corporation. There are no actions, suits,
          Proceedings, investigations or claims pending or, to the knowledge of
          the Vendors, threatened in writing against the Corporation in respect
          of Taxes nor are any matters under discussion with any Governmental
          Entity relating to Taxes asserted by any such authority nor any
          outstanding audits by any taxing authority with respect to the
          Corporation. The Corporation has withheld from each payment made to
          any of its past or present employees, officers, directors, consultants
          or other service providers, the amount of all Taxes and other
          deductions required to be withheld therefrom and has paid the same to
          the proper tax or other receiving officers within the time required
          under any applicable legislation. The Purchaser acknowledges that the
          Vendors have provided to the Purchaser a true and correct copy of all
          tax returns filed by the Corporation since January 1, 2000.

     (b)  The Corporation, and except for Pittsburg-Johnston-Altoona Express,
          Inc., any predecessor of the Corporation, has been a validly electing
          S Corporation within the meaning of the United States Internal Revenue
          Code (the "CODE") sections 1361 and 1362 at all times during its
          existence and the Corporation will be an S Corporation up to and
          including the Closing Date.

     (c)  The Corporation and the Vendors shall not revoke the Corporation's
          election to be taxed as an S Corporation within the meaning of the
          Code section 1361 and 1362. The Corporation and the Vendors shall not
          take all or any action (other than the sale of the Corporation's stock
          pursuant to this agreement) that would result in the termination of
          the Corporation's status as a validly electing S Corporation within
          the meaning of the Code sections 1361 and 1362 prior to the Closing
          Date.

     (d)  The Corporation shall not be liable for any Taxes under the Code
          section 1374 in connection with the deemed sale of the Corporation's
          assets caused by the Code section 338(h)(10) Election. Except for the
          merger between Pittsburgh-Johnston-Altoona Express, Inc., and the
          Corporation on January 1, 2000, the Corporation has not, in the past
          10 years, acquired assets from another corporation in a transaction in
          which the Corporation's tax basis for the acquired assets was
          determined, in whole or in part, by reference to the tax basis of the
          acquired assets in the hands of the transferor.

3.23 LITIGATION AND OTHER PROCEEDINGS.

     Except as set out in Schedule 3.23 and in the Corporation's loss runs,
     there is no court, administrative, regulatory or similar proceeding
     (whether civil or criminal), arbitration or


                                      -23-



     other dispute resolution procedure, investigation or inquiry by any
     governmental, administrative, regulatory or similar body, or any similar
     matter or proceeding (collectively, "PROCEEDINGS") pending which could
     result in Losses to the Corporation against or involving the Corporation
     (whether in progress or threatened in writing). To the knowledge of the
     Vendors, except as set out in the Corporation's loss runs no event has
     occurred which has a substantial likelihood of giving rise to any
     Proceedings. Except as set out in Schedule 3.23, to the knowledge of the
     Vendors there is no judgment, decree, injunction, rule, award or order of
     any court, government department, board, commission, agency, arbitrator or
     similar body outstanding against the Corporation. The Vendors have provided
     the Purchaser with particulars of the Corporation's loss runs as at the
     close of business on September 26, 2006 and will provide an update to the
     Purchaser as to changes in the Corporation's loss runs up to the Time of
     Closing.

3.24 ACCOUNTS AND POWERS OF ATTORNEYS.

     Schedule 3.24 sets forth a true and complete list showing: (a) the name of
     each bank, trust company or similar institution in which the Corporation
     has accounts or safe deposit boxes, the number or designation of each such
     account and safe deposit box and the names of all persons authorized to
     draw thereon or to have access thereto; and (b) the name of each person
     holding a general or special power of attorney from the Corporation and a
     summary of the terms thereof.

3.25 DIRECTORS AND OFFICERS.

     Schedule 3.25 sets forth the names and titles of all the officers and
     directors of the Corporation.

3.26 RELATED PARTY TRANSACTIONS.

     Except for transactions that will be terminated on or before the Closing
     Date without any further liability to the Corporation, since December 31,
     2005 the Corporation has not made any payment or loan to, or borrowed any
     monies from or is otherwise indebted to, any officer, director, employee,
     shareholder or any other Related Party, except as disclosed in the
     Financial Statements or except for usual employee reimbursements and
     compensation paid in the ordinary course of business. Except for
     transactions that will be terminated on or before the Closing Date without
     any further liability to the Corporation, except for Contracts of
     employment, the Corporation is not a party to any Contract with any
     officer, director, employee, shareholder or any other Related Party. Except
     as described in Schedule 3.26, no officer, director or shareholder of the
     Corporation and no entity which is controlled by one or more of such
     individuals:

     (a)  owns, directly or indirectly, any interest in (except for shares
          representing less than one per cent (1%) of the outstanding shares of
          any class or series of any publicly traded company), or is an officer,
          director, employee or consultant of, any person which is, or is
          engaged in business as, a competitor of the Business or


                                      -24-



          the Corporation, or a lessor, lessee, supplier, distributor, sales
          agent or customer of the Business or the Corporation;

     (b)  owns, directly or indirectly, in whole or in part, any property that
          the Corporation uses in the operation of the Business; or

     (c)  has any cause of action or other claim whatsoever against, or owes any
          amount to, the Corporation in connection with the Business, except for
          any liabilities reflected in the Financial Statements and claims in
          the ordinary course of business such as for accrued vacation pay and
          accrued benefits under the Employee Plans referenced in Section 3.28.

3.27 ENVIRONMENTAL.

     Except as described in Schedule 3.27:

     (a)  none of the Vendors nor the Corporation have received any notice of
          non-compliance with or remediation obligation under Environmental Laws
          that would have a Material Adverse Consequence to the Business;

     (b)  the Corporation has not received any written notice alleging that any
          of the buildings on the Leased Real Property constitute a nuisance or
          trespass;

     (c)  the Corporation has not received any written notice of any
          non-compliance by the Business from any Governmental Entity issued
          pursuant to any Environmental Laws which remain outstanding;

     (d)  none of the Northridge Assets and Woodhurst Assets nor any other real
          or immovable property at any time owned the Corporation is listed on
          the federal CERCLIS or National Priorities List;

     (e)  to the knowledge of the Vendors there are no underground tanks or
          containers or piping connected thereto located on, buried in, or which
          have been previously removed by the Corporation from the Leased Real
          Property;

     (f)  Hazardous Materials used in the Business are used, documented, stored,
          treated, transported and disposed of by the Corporation in compliance
          with all Environmental Laws in all material respects;

     (g)  during the Corporation's possession of the Leased Real Property, none
          of the Leased Real Property is or has been a hazardous treatment,
          storage or disposal facility as such terms are defined for purposes of
          RCRA or applicable state law;

     (h)  the Corporation has not received any written notice under Section
          104(e) or order under Section 106 of CERCLA, or under similar
          provisions of a federal, state or local law, with respect to potential
          liability for off-site disposal of Hazardous Materials. The Purchaser
          acknowledges that the Vendors have provided to the


                                      -25-



          Purchaser a copy of all environmental audits or studies conducted by,
          on behalf or at the request of the Corporation;

     (i)  to the knowledge of the Vendors all buildings and other structures
          located on the Leased Real Property do not contain any Hazardous
          Materials in violation of Environmental Laws;

     (j)  the Corporation has not received any written notice of any
          non-compliance by the Business under the Americans with Disabilities
          Act; and

     (k)  the Corporation has filed all reports and maintained all material
          records required by the Occupational Safety and Health Act of 1970.

3.28 EMPLOYEE PLANS.

     Schedule 3.28 provides a complete list of the Employee Plans of the
     Corporation. Except as set forth in Schedule 3.28:

     (a)  each of the Employee Plans has been, if required by Law, registered
          under and to the knowledge of the Vendors is in compliance with all
          applicable legislation and has been maintained in compliance with its
          terms;

     (b)  no individual shall accrue or receive additional benefits, service or
          accelerated rights to payments of benefits under any benefit plan,
          including the right to receive any parachute payment, as defined in
          Section 280G of the Code or any similar legislation, or become
          entitled to severance, termination allowance or similar payments as a
          direct result of the transactions contemplated by this Agreement;

     (c)  the Corporation has not had asserted against it any claim for taxes
          under subtitle D, Chapter 43 of the Code, Section 5000 of the Code, or
          for penalties under ERISA Section 502(c), (I), or (1), with respect to
          any Employee Plan nor is there a basis for any such claim. To the
          knowledge of the Vendors, no officer, director or employee of the
          Corporation has committed a breach of any responsibility or obligation
          imposed upon fiduciaries by Title I of ERISA with respect to any
          Employee Plan;

     (d)  other than routine claims for benefits, there is no claim pending or
          threatened in writing, involving any Employee Plan by any person
          against such plan or the Corporation. There is no pending or
          threatened in writing proceeding involving any Employee Plan before
          the Internal Revenue Service, the U.S. Department of Labor or any
          other governmental authority;

     (e)  to the knowledge of the Vendors, there is no violation of any
          reporting or disclosure requirement imposed by ERISA or the Code with
          respect to any Employee Plan;


                                      -26-



     (f)  to the knowledge of the Vendors, each Employee Plan has been
          maintained in all respects, by its terms and in operation, in
          accordance with ERISA and the Code. To the knowledge of the Vendors,
          the Corporation has made full payment of all amounts required to be
          contributed under the terms of each Employee Plan and applicable law
          or required to be paid as expenses under such Employee Plan. Each
          Employee Plan required to be qualified under Code Section 401(a) has
          received a determination letter to that effect from the Internal
          Revenue Service and to the knowledge of the Vendors no event has
          occurred and no amendment has been made that would adversely affect
          such qualified status except any operational or other defects which
          may be corrected under applicable procedures;

     (g)  with respect to any group health plans maintained for the benefit of
          employees of the Business, the Corporation has complied in all
          respects with the provisions of the Part y of Title I of ERISA and
          4980B of the Code. Neither the Corporation nor the Business is
          obligated to provide health care benefits of any kind to its retired
          employees pursuant to any Employee Plan, including without limitation
          any group health plan, or pursuant to any agreement or understanding;
          and

     (h)  the Purchaser acknowledges that the Vendors have provided to the
          Purchaser a copy, if applicable, of the three (3) most recently filed
          Federal Form 5500 series and accountant's opinion's, if applicable,
          for each Employee Plan and all applicable Internal Revenue Service
          determination letters.

3.29 COLLECTIVE AGREEMENTS.

     The Corporation has not made any Contracts with any labor union or employee
     association nor made commitments to or conducted negotiations with any
     labor union or employee association with respect to any future agreements
     and to the knowledge of the Vendors there are no current attempts to
     organize or establish any labor union or employee association with respect
     to any employees of the Corporation, nor is there any certification of any
     such union with regard to a bargaining unit.

3.30 EMPLOYEES.

     The Vendors have delivered to the Purchaser a complete and accurate list of
     the names of all employees of the Corporation, specifying the length of
     hire, title or classification and rate of salary and commission or bonus
     entitlements (if any) for each such employee. There are no complaints,
     grievances, claims, work orders, human rights or equal opportunity claims,
     investigations or charges outstanding or anticipated. There are no orders,
     decisions, directions or convictions currently registered or outstanding by
     any tribunal or agency against or in respect of the Corporation by or in
     respect of any of its employees.


                                      -27-



3.31 EMPLOYEE ACCRUALS.

     All accruals for unpaid vacation pay, premiums for unemployment insurance,
     health premiums, social security taxes, accrued wages, salaries and
     commissions and employee benefit plan payments have been reflected in the
     books and records the Corporation. The Corporation is not in arrears in the
     payment of any vacation pay, bonuses, commissions, benefits, social
     security payments, sick leave benefits and other emoluments with respect to
     its employees whether arising by operation of Law, by contract or by past
     custom.

3.32 BONUS PAYMENTS.

     No employee of or consultant to the Corporation, other than the Vendors,
     has been paid a bonus or bonuses by the Corporation of more than $25,000 in
     any calendar year since January 1, 2004.

3.33 WORKER'S COMPENSATION.

     The Corporation is in good standing under and in compliance with the
     provisions of applicable worker's compensation, applicable employee health
     and safety, training or similar legislation in each jurisdiction where it
     carries on business. All accruals with respect to any worker's compensation
     claims and liabilities, including incurred but not reported worker's
     compensation claims and liabilities and worker's compensation claims
     development, have been made in good faith by the Corporation and are
     reflected in the books and records of the Corporation.

3.34 CUSTOMERS.

     Schedule 3.34A sets out the top one hundred (100) customers of the Business
     of the Corporation by revenue for the six (6) month period ended June 30,
     2006. Except as set out in Schedule 3.34A, to the knowledge of the Vendors,
     the Corporation has a good working commercial relationship with its
     respective customers as a whole and has not received any written notice
     from a customer material to the Business as a whole or a definitive notice
     from an individual of authority of a customer material to the Business as a
     whole advising that it will cancel a substantial portion of its business
     relationship with the Business. All incentives given to customers other
     than discounts from published rates set out in Schedule 3.34B are disclosed
     in Schedule 3.34B and have been fully paid or fully reserved for in the
     Financial Statements. There has been no alteration of or relating to the
     provision of incentives given to customers of the Corporation since
     December 31, 2005.

3.35 OWNER-OPERATORS.

     The Corporation has not entered into any Contract with any owner-operator.


                                      -28-



3.36 PRODUCT WARRANTIES.

     The Corporation has not given any express, written warranties given to
     purchasers of products supplied or services provided by the Corporation
     other than such warranties as may be implied by law.

3.37 ILLEGAL PAYMENTS.

     None of the directors, officers or employees of the Corporation has paid or
     caused to be paid, directly or indirectly, in connection with the Business:

     (a)  to any government or agency thereof, any supplier or customer or any
          agent of any supplier or customer, any bribe, kickback or other
          similar payment; or

     (b)  any contribution to any political party or candidate (other than from
          personal funds of the Vendors or directors, officers or employees of
          the Corporation not reimbursed by the Corporation or as otherwise
          permitted by applicable Law).

3.38 INDEBTEDNESS.

     At the Time of Closing, and except for the indebtedness under the capital
     leases and the term loan described in Schedule 3.38, the Corporation shall
     not have any indebtedness to any person for borrowed money.

3.39 SECURITIES LAWS.

     Each Vendor understands and confirms that such Vendor is an "accredited
     investor" within the meaning of National Instrument 45-106 - Prospectus and
     Registration Exemptions and applicable United States securities laws or is
     able to acquire the Vitran Shares based on an exemption from the
     requirement to prepare and file a prospectus or a registration statement
     under applicable securities laws.

3.40 BINDING NATURE.

     This Agreement is, and at the Time of Closing each of the agreements,
     contracts and instruments required by this Agreement to be executed and
     delivered by each of the Vendors will be, duly executed and delivered by
     each of the Vendors and a legal, valid and binding obligation of each
     Vendors, enforceable against such Vendor by the Purchaser in accordance
     with its terms.

3.41 NO CONFLICT.

     Such Vendor is not a party to, subject to or bound by any Order that would
     prevent the execution or delivery of this Agreement or any Related
     Agreements by such Vendor or the transfer, conveyance and sale of the
     Purchased Shares to be sold by such Vendor to the Corporation pursuant to
     the terms hereof.


                                      -29-



3.42 OWNERSHIP OF PURCHASED SHARES.

     Each Vendor is the sole record and beneficial owner of all the Purchased
     Shares that are to be acquired by the Purchaser from such Vendor, and upon
     transfer of such Purchased Shares to the Corporation, the Corporation will
     acquire all rights of such Vendor in such Purchased Shares, free and clear
     of any and all Encumbrances. Schedule 2.1 sets forth a true and correct
     description of all Purchased Shares owned by such Vendor as of the date
     hereof, which are to be acquired by the Corporation.

4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to each of the Vendors as follows and
     acknowledges and confirms that each of the Vendors is relying on such
     representations and warranties in connection with the sale by the Vendors
     of the Purchased Shares:

4.1  ORGANIZATION.

     The Purchaser is a corporation validly existing and in good standing under
     the laws of the State of Nevada.

4.2  CORPORATE POWER AND AUTHORIZATION.

     The Purchaser has the corporate power and capacity to enter into this
     Agreement and to perform its obligations hereunder. This Agreement is, and
     at the Time of Closing each of the agreements, contracts and instruments
     required by this Agreement to be executed and delivered by the Purchaser
     will be, duly authorized, executed and delivered by the Purchaser and a
     legal, valid and binding obligation of the Purchaser, enforceable against
     the Purchaser by the Vendors in accordance with its terms.

4.3  NO VIOLATION.

     The execution and delivery of this Agreement by the Purchaser and the
     consummation of the transactions provided for herein will not result in the
     breach or violation of, or constitute a default under or conflict with or
     cause the acceleration of any debt or other obligation of the Purchaser
     under:

     (a)  any Contract to which the Purchaser is a party or by which it is
          bound;

     (b)  any provision of the articles of incorporation or by-laws or
          resolutions of the board of directors (or any committee thereof) or
          shareholders of the Purchaser;

     (c)  any judgment, decree, order or award of any court, Government Entity
          or arbitrator having jurisdiction over the Purchaser; or

     (d)  any applicable Law.


                                      -30-



4.4  FINANCIAL ABILITY.

     Buyer has the financial resources to discharge in a timely fashion all of
     its obligations under this Agreement and under the Related Agreements.

4.5  CONSENTS AND APPROVALS.

     Except as set out in Schedule 4.5, there is no requirement for the
     Purchaser to make any filing with, give any notice to or obtain any
     license, permit, certificate, registration, authorization, consent or
     approval of, any governmental or regulatory authority as a condition to the
     lawful consummation of the transactions contemplated by this Agreement.

5.   REPRESENTATIONS AND WARRANTIES OF VITRAN

     Vitran represents and warrants to each of the Vendors as follows and
     acknowledges and confirms that each of the Vendors is relying on such
     representations and warranties in connection with the sale by the Vendors
     of the Purchased Shares:

5.1  ORGANIZATION.

     Vitran is a corporation validly existing under the laws of the Province of
     Ontario.

5.2  CORPORATE POWER AND AUTHORIZATION.

     Vitran has the corporate power and capacity to enter into this Agreement
     and to perform its obligations hereunder. This Agreement is, and at the
     Time of Closing each of the agreements, contract and instruments required
     by this Agreement to be executed and delivered by Vitran will be, duly
     authorized, executed and delivered by Vitran and a legal, valid and binding
     obligation of Vitran, enforceable against Vitran by the Vendors in
     accordance with its terms. Vitran hereby guarantees all obligations of the
     Purchaser made pursuant to this Agreement.

5.3  NO VIOLATION.

     The execution and delivery of this Agreement by Vitran and the consummation
     of the transactions provided for herein will not result in the breach or
     violation of, or constitute a default under or conflict with or cause the
     acceleration of any debt or other obligation of Vitran under:

     (a)  any Contract to which Vitran is a party or by which it is bound;

     (b)  any provision of the articles of incorporation or by-laws or
          resolutions of the board of directors (or any committee thereof) or
          shareholders of Vitran;

     (c)  any judgment, decree, order or award of any court, Governmental Entity
          or arbitrator having jurisdiction over Vitran; or


                                      -31-



     (d)  any applicable Law.

5.4  VITRAN'S FINANCIAL STATEMENTS.

     Attached as Schedule 5.4 hereto are the annual audited financial statements
     of Vitran for the fiscal year ended December 31, 2005 and the unaudited
     financial statements of Vitran for the six month period ending June 30,
     2006. Such financial statements have been prepared in accordance with
     generally accepted accounting principles applied on a basis consistent with
     prior periods, are correct and complete and present accurately and fairly
     the assets, liabilities (whether accrued, absolute, contingent or
     otherwise) and financial condition of Vitran as at the respective dates
     thereof. There has been no Material Adverse Change to the business or
     financial condition of Vitran since December 31, 2005.

5.5  REPORTING ISSUER.

     Vitran is a reporting issuer under the Securities Act (Ontario) and is not
     in default of any of the provisions of such act or the regulation
     thereunder.

5.6  LISTINGS.

     The Vitran Shares are listed and posted for trading on the Toronto Stock
     Exchange and on NASDAQ and Vitran is not in default of any of the rules,
     by-laws, or policies of either of the Toronto Stock Exchange or NASDAQ.

5.7  CONSENTS AND APPROVALS.

     Except for the notice to be given to and accepted by each of NASDAQ and The
     Toronto Stock Exchange in connection with the Vitran Shares to be issued to
     the Vendors hereunder and except as set out in Schedule 5.7, there is no
     requirement for Vitran to make any filing with, give any notice to or
     obtain any license, permit, certificate, registration, authorization,
     consent or approval of, any governmental or regulatory authority as a
     condition to the lawful consummation of the transactions contemplated by
     this Agreement.

5.8  VITRAN SHARES.

     All necessary corporate action on the part of Vitran has been taken for the
     due and valid allotment of the Vitran Shares to be issued to the Vendors in
     accordance with Section 2.3 and, when issued, such shares shall be fully
     paid and non-assessable shares in the capital stock of Vitran. The Vitran
     Shares will have no Encumbrances or restrictions on sale except as provided
     under Section 6.10 or under applicable securities legislation.


                                      -32-


6.   COVENANTS

6.1  DELIVERY OF BOOKS AND RECORDS.

     At the Time of Closing, there shall be delivered to the Purchaser, at the
     premises of the Corporation, by the Vendors all of the books and records of
     and relating the Corporation and the Business, including the minute books
     of the Corporation. The Purchaser agrees that it will preserve the books
     and records so delivered to it for a period of six (6) years from the
     Closing Date, or for such longer period as is required by any applicable
     law, and will permit the Vendors or their authorized representatives
     reasonable access thereto in connection with the affairs of the Vendors
     relating to his matters, but the Purchaser shall not be responsible or
     liable to the Vendors for or as a result of any unintentional loss or
     destruction of or damage to any such books or records. The confidentiality
     provisions of Section 11.1 shall apply to such books and records as if such
     provisions applied to the Vendors.

6.2  CONDUCT PRIOR TO CLOSING.

     Without in any way limiting any other obligations of the Vendors, during
     the period from August 11, 2006 to the Time of Closing, except for the
     Closing Adjustments and unless otherwise provided under this Agreement:

     (a)  CONDUCT BUSINESS IN THE ORDINARY COURSE. Each of the Vendors shall
          have caused the Corporation to conduct, and the Corporation shall have
          conducted, the Business and the operations and affairs of the
          Corporation in the ordinary course of business consistent with prior
          practice;

     (b)  NO UNUSUAL TRANSACTIONS. Each of the Vendors shall have ensured that
          the Corporation shall not have without the prior written consent of
          the Purchaser entered into any transaction or refrain from doing any
          action that, if effected before the date of this Agreement, would
          constitute a breach of any representation, warranty, covenant or other
          obligation of the Vendors or the Corporation contained herein;

     (c)  NO MATERIAL CONTRACTS. Except as provided in Schedule 6.2(c), each of
          the Vendors shall have ensured that the Corporation shall not have
          entered into any Material Contracts or incur any indebtedness without
          the consent of the Purchaser, which consent shall not be unreasonably
          withheld;

     (d)  CONTINUE INSURANCE. Each of the Vendors shall have caused the
          Corporation to maintain in full force and effect all policies of
          insurance or renewals thereof now in effect, and shall have taken out,
          at the expense of the Purchaser, such additional insurance as may be
          reasonably requested by the Purchaser and shall have given all notices
          and present all claims under all policies of insurance in a due and
          timely fashion;


                                      -33-



     (e)  CONTRACTUAL CONSENTS. Each of the Vendors shall have used his best
          efforts to cause the Corporation to obtain, the consents and approvals
          described in Schedule 3.15;

     (f)  DISCHARGE LIABILITIES. Each of the Vendors shall have caused the
          Corporation to pay and discharge their liabilities in the ordinary
          course of business, except those contested in good faith by the
          Corporation;

     (g)  CORPORATE ACTION. Each of the Vendors shall have used his best efforts
          to take and cause the Corporation to take all steps to complete the
          transactions contemplated by this Agreement; and

     (h)  BEST EFFORTS. Each of the Vendors shall have used his best efforts to
          satisfy the conditions contained in Section 8.1.

6.3  DELIVERY OF TRANSFER DOCUMENTS.

     On the Closing Date the Vendors shall deliver to the Purchaser all
     necessary transfers, assignments and other documentation reasonably
     required to transfer the Purchased Shares to the Purchaser with a good and
     valid title, free and clear of all Encumbrances.

6.4  REGULATORY CONSENTS OF THE CORPORATION.

     Each of the Vendors shall use his best efforts to cause the Corporation to
     obtain, at or prior to the Time of Closing, from all appropriate federal,
     state, municipal or other governmental or regulatory bodies, the licenses,
     permits, consents, approvals, certificates, registrations and
     authorizations described in Schedules 3.15. If the Purchaser completes the
     transactions contemplated hereby on the Closing Date notwithstanding that
     any of the consents and approvals referred to in Schedules 3.15 have not
     been obtained, each of the Vendors shall continue after the Closing Date to
     use his best efforts as requested by the Purchaser from time to time in
     order to attempt to obtain any such consent or approval.

6.5  DELIVERY OF CLOSING DOCUMENTATION BY THE VENDORS.

     The Vendors shall deliver to the Purchaser a certificate of good standing
     or its equivalent and the articles of incorporation (including any
     amendments thereto) and by-laws of the Corporation certified by a senior
     officer of the Corporation, dated the Closing Date.

6.6  DELIVERY OF PURCHASER'S CLOSING DOCUMENTATION.

     The Purchaser shall deliver to the Vendors a certificate of good standing
     or its equivalent for the Purchaser and two copies, certified by a senior
     officer of the Purchaser, dated as of the Closing Date, of the articles of
     incorporation (including any amendments thereto) and by-laws of the
     Purchaser and of the resolution authorizing the execution, delivery and
     performance by the Purchaser of this Agreement and any documents to be
     provided by it pursuant to the provisions hereof. The Purchaser shall
     deliver to the Vendors a certificate of good standing or its equivalent for
     Vitran and the articles of incorporation


                                      -34-



     (including any amendments thereto) and by-laws of Vitran and of the
     resolution authorizing the execution, delivery and performance by Vitran of
     this Agreement and any documents to be provided by it pursuant to the
     provisions hereof certified by a senior officer of Vitran, dated as of the
     Closing Date.

6.7  REGULATORY CONSENTS OF THE PURCHASER.

     The Purchaser and Vitran shall use their best efforts to obtain at or prior
     to the Time of Closing, from all appropriate federal, state, municipal or
     other governmental or regulatory bodies, the licenses, permits, consents,
     approvals, certificates, registrations and authorizations described in
     Schedules 4.5 and 5.7.

6.8  SECTION 338(H)(10) ELECTION.

     (a)  The Purchaser, each of the Vendors and Vitran agree that, at the
          Purchaser's election, subject to the conditions of this Section 6.8,
          the Purchaser and each of the Vendors shall jointly make, at the
          option of the Purchaser, the election provided in subsection
          338(h)(10) of the Code and applicable regulations of the Treasury
          Department and shall also make or be deemed to make such election or
          any similar election under and for purposes of the income tax laws of
          all other states that recognize such election such that the purchase
          and sale of the Purchased Shares, for purposes of all federal and
          state income taxes governed by such elections ("APPLICABLE INCOME
          TAXES"), shall be treated as a sale by the Corporation of its assets
          and properties (the "ELECTION"). Assuming the conditions of this
          Section 6.8 are met and the Purchaser elects to make the Election, the
          Purchaser and each of the Vendors shall execute and file Internal
          Revenue Service Form 8023 and all accompanying schedules and all other
          forms, elections and statements required by the Internal Revenue
          Service or any other authority or agency responsible for the
          administration of any Applicable Income Taxes to which the Purchaser,
          each of the Vendors, Vitran or the Corporation may be subject,
          necessary or appropriate to effectuate, evidence and confirm the
          Election, and, in such event, the Purchaser, each of the Vendors,
          Vitran, and the Corporation shall file all tax returns in a manner
          consistent with the foregoing. The Purchaser and each of the Vendors
          agree that, for purposes of this Election, the purchase price for the
          assets and properties of the Corporation shall be determined by the
          Purchaser and the Vendors, jointly, in accordance with the provisions
          of Section 338 of the Code and applicable regulations of the Treasury
          Department and with reference to the fair market value of the assets
          and properties of the Corporation as reasonably determined by the
          Purchaser and the Vendors, jointly. If the Purchaser wishes to make
          the Election, the Purchaser shall, as expeditiously as possible, and,
          in any event, by November 30, 2006, disclose and describe to the
          Vendors its proposals for all such determinations and allocations.
          Prior to the making of the Election, Vitran shall have a reasonable
          opportunity to review, and the right to approve (insofar as they
          relate to the Election), each of the Vendors' tax returns as they
          relate to the Election and the Vendors calculation of 338 Taxes
          payable to be filed in connection with the


                                      -35-



          Election and the Vendors' calculation of 338 Taxes payable, provided
          that the contents thereof shall remain strictly confidential and may
          be used by the Purchaser and its representatives only in and so far as
          they may be relevant to the purposes of this Section 6.8 provided that
          the Vendors acknowledge that Vitran will be required to disclose the
          aggregate amount of the 338 Taxes payable by all of the Vendors in its
          financial statements. The parties agree to attempt to resolve any
          dispute between them in respect of such tax returns or calculations
          within ten (10) days of the date the dispute first arises. If the
          parties cannot resolve all matters in dispute within such ten (10) day
          period, all unresolved matters shall be submitted to the Pittsburgh,
          Pennsylvania office of Ernst & Young for resolution by arbitration,
          and Ernst & Young shall be given access to all materials and
          information reasonably requested by it for such purpose. Vitran and
          the Vendors shall be entitled to make submissions to Ernst & Young
          during its consideration of the matters in dispute. Ernst & Young's
          determination of all such matters shall be final and binding on both
          parties and shall not be subject to appeal by either party. The fees
          and expenses of Ernst & Young shall be borne by Vitran unless the
          dispute is the result of the bad faith (in the sole opinion of Ernst &
          Young) of any of the Vendors in which case, it shall be borne by
          Vendors, jointly. Each of the Vendors' tax returns shall be modified
          to the extent required to give effect to Ernst & Young's
          determination.

     (b)  Provided that the Election is made in accordance with this Section
          6.8, the Purchaser will compensate, and Vitran shall cause the
          Purchaser to compensate, each of the Vendors for, and the Purchase
          Price will be increased by the amount of, any additional federal
          and/or state income taxes or other Taxes payable by the Vendors which
          would not have been payable by the Vendors if the Election had not
          been made ("338 TAXES"), together with any additional federal and/or
          state income taxes or other Taxes payable by the Vendors with respect
          to the payments which the Purchaser has made or is obligated to make
          to the Vendors in respect of 338 Taxes (i.e. on a gross up basis, the
          "PURCHASER 338 PAYMENTS"). Any 338 Taxes or Purchaser 338 Payments
          payable to the Vendors in accordance with this Section 6.8 will be due
          and payable by the Purchaser promptly upon calculation and under no
          circumstances later than a sufficient time prior to the date any of
          the Vendors is required to pay the applicable tax so that such Vendor
          has funds on hand within which to pay the tax.

     (c)  Notwithstanding any other provisions of this Agreement, the covenants
          and agreements of subsections 6.8 (a) and (b) shall have no expiration
          date.

     (d)  The Purchaser shall reimburse the Vendors for their reasonable costs
          incurred in connection with the Election and calculation of the 338
          Taxes payable.

     (e)  The Purchaser, the Corporation and the Vendors agree that the Purchase
          Price and the liabilities of the Corporation will be allocated to the
          assets of the Corporation for all purposes (including Tax and
          financial accounting) in a manner consistent with the Code sections
          338 and 1060 and the regulations thereunder. The


                                      -36-



          Purchaser, the Corporation and the Vendors shall file all tax returns
          (including amended returns and claims for refund) and information
          reports in a manner consistent with such allocations.

6.9  REMOVAL OF PERSONAL ITEMS.

     Each of the Vendors shall have removed from the Leased Real Property their
     personal assets on or before the Closing Date.

6.10 RESTRICTION ON TRANSFER OF SHARES.

     Each of the Vendors covenants and agrees that he will not, without the
     prior written consent of Vitran, directly or indirectly, offer, sell,
     assign, transfer, pledge, contract to sell, or otherwise dispose of, any
     Vitran Shares issued to him pursuant to this Agreement, or any interest
     therein or right, title or interest thereto, for one (1) year from the
     Closing Date, except for transfers among the Vendors or Related Parties
     provided that any Related Party becomes bound by this Section 6.10 by
     executing an instrument in writing addressed to Vitran to such effect. Each
     of the Vendors further covenants and agrees that, during the period
     commencing one (1) year from the Closing Date and ending two (2) years from
     the Closing Date, he shall notify Vitran in writing of his intention to
     dispose of a block of 10,000 or more Vitran Shares owned by him at least
     one (1) Business Day prior to any such disposition to enable Vitran to
     assist in the orderly disposition of the Vitran Shares.

6.11 DELIVERY OF ACQUISITION AGREEMENT.

     Immediately after the completion of the transactions herein provided for,
     the Corporation, Northridge Enterprises, L.P., and Woodhurst Realty, LLC
     shall have executed and delivered the Acquisition Agreement which shall be
     consummated on the Closing Date. On the Closing Date Vitran shall cause the
     Purchaser to pay to the Corporation an amount not less than the
     consideration payable by the Corporation to Northridge Enterprises, L.P.
     and Woodhurst Realty, LLC and the closing costs and other amounts required
     by the Acquisition Agreement to be paid by the Corporation necessary for
     the Corporation to consummate the transactions contemplated by the
     Acquisition Agreement.

6.12 TAX COOPERATION.

     Each party agrees to fully cooperate in good faith with the others in the
     preparation of all tax returns and in the event of any tax audit; provided,
     that the party seeking the cooperation of the others shall reimburse the
     others for any out of pocket expenses incurred.


                                      -37-



6.13 DELIVERY OF EMPLOYMENT AGREEMENT.

     The Purchaser has made an offer of employment to Mark L. Kosovec, who
     agrees that on the Closing Date he shall execute and deliver to the
     Purchaser an employment agreement in the form attached as Schedule 6.13
     (the "EMPLOYMENT AGREEMENT").

7.   CLOSING ARRANGEMENTS

7.1  PLACE OF CLOSING.

     The closing shall take place at the Time of Closing at the offices of Vuono
     & Gray, LLC, 2310 Grant Building, Pittsburgh, Pennsylvania.

7.2  TRANSFER.

     At the Time of Closing, the Vendors shall deliver to the Purchaser
     certificates representing all the Purchased Shares duly endorsed in blank
     for transfer with any applicable security transfer taxes paid, will cause
     transfers of the Purchased Shares to be duly and regularly recorded in the
     name of the Purchaser or its nominee(s), will cause meetings of the board
     of directors of the Corporation to be held at which the directors and
     officers of the Corporation specified by the Purchaser will resign in
     favour of nominees of the Purchaser.

7.3  FURTHER ASSURANCES.

     Each of the parties covenants and agrees that, from time to time subsequent
     to the Closing Date, he or it will, at the request and expense of the
     requesting party, execute and deliver all such documents, including,
     without limitation, all such additional conveyances, transfers, consents
     and other assurances and do all such other acts and things as any other
     party hereto, acting reasonably, may from time to time request be executed
     or done in order to better evidence or perfect or effectuate any provision
     of this Agreement or of any agreement or other document executed pursuant
     to this Agreement or any of the respective obligations intended to be
     created hereby or thereby.

8.   CONDITIONS OF CLOSING

8.1  CONDITIONS OF CLOSING IN FAVOUR OF THE PURCHASER.

     The purchase and sale of the Purchased Shares is subject to the following
     terms and conditions for the exclusive benefit of the Purchaser, to be
     fulfilled, performed, or waived at or prior to the Time of Closing:

     (a)  REGULATORY CONSENTS. The Vendors shall have obtained from all
          appropriate federal, state, municipal or other governmental or
          administrative bodies, such licenses, permits, consents, approvals,
          certificates, registrations and authorizations as are required to be
          obtained by the Vendors to permit the change


                                      -38-



          of ownership of the Purchased Shares contemplated hereby including,
          without limitation, those described in Schedule 3.15, in form and
          substance satisfactory to the Purchaser, acting reasonably;

     (b)  CONTRACTUAL CONSENTS. The Vendors shall have obtained the notices,
          consents and approvals described in Schedule 3.15, in each case in
          form and substance satisfactory to the Purchaser, acting reasonably;

     (c)  MATERIAL ADVERSE CHANGE. There shall have been no Material Adverse
          Change in the condition (financial or otherwise), assets, liabilities,
          operations, earnings, business or prospects of the Corporation;

     (d)  NO ACTION OR PROCEEDING. No legal or regulatory action or proceeding
          shall be pending or threatened by any person which would, in the
          opinion of the Purchaser, acting reasonably, enjoin, restrict or
          prohibit:

          (i)  the purchase and sale of the Purchased Shares contemplated
               hereby; or

          (ii) the Purchaser from carrying on the Business in the manner in
               which the Corporation is carrying on the Business at the date
               hereof;

     (e)  NO ADVERSE LEGISLATION. No legislation (whether by statute,
          regulation, order-in-council, notice of ways and means motion, by-law
          or otherwise) shall have been enacted which causes a Material Adverse
          Consequence to the Business;

     (f)  DISCHARGE OF ENCUMBRANCES. The Vendors shall have delivered to the
          Purchaser evidence in form and substance satisfactory to the Purchaser
          and its counsel that all Encumbrances affecting the Corporation, other
          than Permitted Encumbrances, or the Purchased Shares have been
          discharged in full at the Time of Closing;

     (g)  NON-COMPETITION AGREEMENT. Each of the Vendors shall have executed and
          delivered to the Purchaser a non-competition agreement as agreed to by
          the Purchaser and the Vendors;

     (h)  LEGAL OPINION. The Vendors shall have delivered to the Purchaser a
          legal opinion of Vuono & Gray, LLC, counsel to the Vendors, in form
          and content acceptable to the Purchaser;

     (i)  RESIGNATION OF DIRECTORS AND OFFICERS. Such directors and officers of
          the Corporation as the Purchaser may specify shall have resigned in
          favour of nominees of the Purchaser effective as of the Time of
          Closing;

     (j)  RESIGNATION OF ACCOUNTANTS. The certified public accountants of the
          Corporation shall have resigned effective as of the Time of Closing;


                                      -39-



     (k)  RELEASES BY VENDORS. The Vendors shall have executed and delivered, at
          the Time of Closing, releases in favour of the Corporation, in form
          and content acceptable to the Purchaser;

     (l)  SAFETY RATING. The Corporation shall have maintained a satisfactory
          safety rating with the United States Department of Transportation; and

     (m)  BUSINESS ACQUISITION REPORT. The certified public accountants of the
          Corporation shall have consented to the use by Vitran of the financial
          statements of the Corporation for the fiscal years ended December 31,
          2003, 2004 and 2005, and the auditor's report thereon, in order to
          enable Vitran to prepare and file its business acquisition report in
          accordance with National Instrument 51-102 - Continuous Disclosure
          Obligations.

8.2  NON-PERFORMANCE BY THE VENDORS

     If any of the conditions contained in Section 8.1 shall not be performed or
     fulfilled at or prior to the Time of Closing in the opinion of the
     Purchaser, acting reasonably, the Purchaser may, by notice to the Vendors
     terminate this Agreement and the obligations of the Purchaser to complete
     the transactions contemplated by this Agreement other than the obligations
     contained in Section 11.1, shall be terminated. Any such condition may be
     waived in whole or in part by the Purchaser and shall be deemed waived if
     not required by Purchaser at Closing.

8.3  CONDITIONS OF CLOSING IN FAVOUR OF THE VENDORS.

     The purchase and sale of the Purchased Shares is subject to the following
     terms and conditions for the exclusive benefit of the Vendors, to be
     fulfilled or performed at or prior to the Time of Closing:

     (a)  REGULATORY CONSENTS. There shall have been obtained, from all
          appropriate federal, provincial, state, municipal or other
          governmental or administrative bodies, such licenses, permits,
          consents, approvals, certificates, registrations and authorizations as
          are required to be obtained by the Purchaser to permit the change of
          ownership of the Purchased Shares contemplated hereby including,
          without limitation, those described in Schedules 3.15, 4.5, and 5.7;

     (b)  LEGAL OPINION. The Purchaser and Vitran shall have delivered to the
          Vendors a legal opinion of Lang Michener LLP, counsel to Purchaser and
          Vitran, in form and content acceptable to the Vendors; and

     (c)  RELEASE BY LENDERS. The Vendors shall have obtained from such lenders
          of the Corporations as they deem necessary a written release of all
          liability under any loans, guaranties or other obligations relating to
          the Corporation.


                                      -40-



8.4  NON-PERFORMANCE BY THE PURCHASER.

     If any of the conditions contained in Section 8.3 shall not be performed or
     fulfilled at or prior to the Time of Closing to the satisfaction of the
     Vendors, acting reasonably, the Vendors may, by notice to the Purchaser,
     terminate this Agreement and the obligations of the Vendors and the
     Purchaser under this Agreement other than the obligations contained in
     Section 11.1, shall be terminated. Any such condition may be waived in
     whole or in part by the Vendors.

9.   SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

9.1  SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES.

     To the extent that the covenants have not been fully performed at or prior
     to the Time of Closing, the covenants, representations and warranties
     contained in this Agreement and in all certificates and documents delivered
     pursuant to or contemplated by this Agreement shall survive the closing of
     the transactions contemplated hereby and shall terminate at the expiration
     of eighteen (18) months following the Closing Date and, notwithstanding
     such closing nor any investigation made by or on behalf of the party
     entitled to the benefit thereof, shall continue in full force and effect
     for the benefit of the party entitled to the benefit thereof for such
     eighteen (18) months and further provided that:

     (a)  the representations and warranties set out in Sections 3.1 to 3.5
          inclusive, Sections 3.41 and 3.42, Sections 4.1 to 4.3 (inclusive) and
          Sections 5.1 to 5.3 (inclusive) and the covenants and agreements
          contained in Sections 6.8 and 6.12 shall survive and continue in full
          force and effect without limitation of time;

     (b)  the representations and warranties set out in Section 3.27 shall
          survive until two (2) years after the Closing Date;

     (c)  a claim for indemnification for any breach or inaccuracy of any of the
          representations and warranties contained in this Agreement or in any
          agreement, instrument, certificate or other document executed or
          delivered pursuant hereto involving intentional fraud or fraudulent
          misrepresentation may be made at any time following the Closing Date,
          subject only to applicable limitation periods imposed by law; and

     (d)  no claim for indemnification for any breach or inaccuracy of any other
          representation, warranty or covenant shall be valid unless the party
          against whom such the corresponding representations and warranties set
          out in the certificates to claim is made has been given notice thereof
          before the expiration of the applicable period.


                                      -41-



10.  INDEMNIFICATION

10.1 INDEMNIFICATION BY THE VENDORS

     Each of the Vendors agrees to indemnify, save harmless and hereby
     indemnifies and holds harmless the Purchaser, its permitted assigns, and,
     after the Time of Closing, the Corporation, and the directors, officers,
     employees, agents and representatives of each of the foregoing (all such
     persons other than the Purchaser, collectively, the "PURCHASER'S
     REPRESENTATIVES"), from all Losses suffered or incurred by the Purchaser or
     the Purchaser's Representatives as a result of or arising directly or
     indirectly out of or in connection with (and in the case of indemnification
     for matters described in subsections 10.1(b), notwithstanding any
     disclosure in this Agreement or in any agreement, certificate or other
     document delivered pursuant hereto):

     (a)  any breach by any of the Vendors of, or any inaccuracy of any
          representation or warranty of the Vendors contained in this Agreement
          or in any agreement, certificate or other document delivered pursuant
          hereto;

     (b)  any breach or non-performance by the Vendors of any covenant to be
          performed by him which is contained in this Agreement or in any
          agreement, certificate or other document delivered pursuant hereto;
          and

     (c)  all claims, demands, costs and expenses, including reasonable legal
          fees, in respect of the foregoing.

     The Purchaser holds the foregoing indemnity to the extent in favour of the
     Purchaser's Representatives in trust and as agent for the Purchaser's
     Representatives so that they may enjoy and be entitled to the benefit
     thereof.

10.2 INDEMNIFICATION BY THE PURCHASER.

     The Purchaser and Vitran agree to indemnify and save harmless and hereby
     indemnify and hold harmless each of the Vendors from all Losses suffered or
     incurred by the Vendors as a result of or arising directly or indirectly
     out of or in connection with: (a) any breach by the Purchaser or Vitran of
     or any inaccuracy of any representation or warranty contained in this
     Agreement or in any agreement, instrument, certificate or other document
     delivered pursuant hereto; (b) any breach or non-performance by the
     Purchaser of any covenant to be performed by it which is contained in this
     Agreement or in any agreement, certificate or other document delivered
     pursuant hereto; and (c) all claims, demands, costs and expenses, including
     reasonable legal fees, in respect of the foregoing.

10.3 LIMITATION ON OBLIGATION TO INDEMNIFY.

     (a)  In the event that any of the Vendors are required to indemnify and
          save harmless the Purchaser or the Purchaser's Representatives
          pursuant to Section 10.1 in


                                      -42-



          respect of any Loss suffered or incurred, the liability of such party
          shall not arise until the Losses in respect thereof exceeds $100,000
          and the maximum aggregate amount of such liability shall not exceed
          $50,000,000.

     (b) In the event that the Purchaser or Vitran are required to indemnify and
          save harmless any of the Vendors pursuant to Section 10.2 in respect
          of any Loss suffered or incurred, the liability of the Purchaser and
          Vitran shall not arise until the losses in respect thereof exceeds
          $100,000.

10.4 NOTICE OF CLAIM.

     In the event that a party (the "INDEMNIFIED PARTY") shall become aware of
     any claim, proceeding or other matter which may result in a Loss (a
     "CLAIM") in respect of which another party (the "INDEMNIFYING PARTY")
     agreed to indemnify the Indemnified Party pursuant to this Agreement, the
     Indemnified Party shall promptly give written notice thereof to the
     Indemnifying Party. Such notice shall specify whether the Claim arises as a
     result of a claim by a person against the Indemnified Party (a "THIRD PARTY
     CLAIM") or whether the Claim does not so arise (a "DIRECT CLAIM"), and
     shall also specify with reasonable particularity (to the extent that the
     information is available) the factual basis for the Claim and the amount of
     the Claim, if known. If, through the fault of the Indemnified Party, the
     Indemnifying Party does not receive notice of any Claim in time to contest
     effectively the determination of any liability susceptible of being
     contested, the Indemnifying Party shall be entitled to set off against the
     amount claimed by the Indemnified Party the amount of any Losses incurred
     by the Indemnifying Party resulting from the Indemnified Party's failure to
     give such notice on a timely basis.

10.5 DIRECT CLAIMS.

     With respect to any Direct Claim, following receipt of notice from the
     Indemnified Party of the Claim, the Indemnifying Party shall have sixty
     (60) days to make such investigation of the Claim as is considered
     necessary or desirable. For the purpose of such investigation, the
     Indemnified Party shall make available to the Indemnifying Party the
     information relied upon by the Indemnified Party to substantiate the Claim,
     together with all such other information as the Indemnifying Party may
     reasonably request. If both parties agree at or prior to the expiration of
     such sixty (60) day period (or any mutually agreed upon extension thereof)
     to the validity and amount of such Claim, the Indemnifying Party shall
     immediately pay to the Indemnified Party the full agreed-upon amount of the
     Claim, failing which the matter shall be referred to binding arbitration in
     such manner as the parties may agree or shall be determined by a court of
     competent jurisdiction.

10.6 THIRD PARTY CLAIMS.

     With respect to any Third Party Claim, the Indemnifying Party shall have
     the right, at its expense, to participate in or assume control of the
     negotiation, settlement or defense of the Claim and, in such event, the
     Indemnifying Party shall reimburse the Indemnified


                                      -43-



     Party for all the Indemnified Party's out-of-pocket expenses as a result of
     such participation or assumption. If the Indemnifying Party elects to
     assume such control, the Indemnified Party shall have the right to
     participate in the negotiation, settlement or defense of such Third Party
     Claim and to retain counsel to act on its behalf, provided that the fees
     and disbursements of such counsel shall be paid by the Indemnified Party
     unless the Indemnifying Party consents to the retention of such counsel or
     unless the named parties to any action or proceeding include both the
     Indemnifying Party and the Indemnified Party and the representation of both
     the Indemnifying Party and the Indemnified Party by the same counsel would
     be inappropriate due to the actual or potential differing interests between
     them (such as the availability of different defenses). If the Indemnifying
     Party, having elected to assume such control, thereafter fails to defend
     the Third Party Claim within a reasonable time, the Indemnified Party shall
     be entitled to assume such control, and the Indemnifying Party shall be
     bound by the results obtained by the Indemnified Party with respect to such
     Third Party Claim. If any Third Party Claim is of a nature such that: (a)
     the Indemnified Party is required by applicable law or the order of any
     court, tribunal or regulatory body having jurisdiction; or (b) it is
     necessary in the reasonable view of the Indemnified Party acting in good
     faith and in a manner consistent with reasonable commercial practices in
     respect of: (i) a Third Party Claim by a customer relating to products or
     services supplied by the Business; or (ii) a Third Party Claim relating to
     any Contract which is necessary to the ongoing operations of the Business
     or any material part thereof by a reasonable and prudent operator in
     substantially the same manner in which it has heretofore been operated by
     the Corporation in order to avoid material damage to the relationship
     between the Indemnified Party and any of its major customers or to preserve
     the rights of the Indemnified Party under such an essential Contract, to
     make a payment to any Person (a "THIRD PARTY") with respect to the Third
     Party Claim before the completion of settlement negotiations or related
     legal proceedings, as the case may be, the Indemnified Party may make such
     payment and the Indemnifying Party shall, forthwith after demand by the
     Indemnified Party, reimburse the Indemnified Party for such payment.

10.7 SETTLEMENT OF THIRD PARTY CLAIMS.

     If the Indemnifying Party fails to assume control of the defense of any
     Third Party Claim, the Indemnified Party shall have the exclusive right to
     contest, settle or pay the amount claimed. Whether or not the Indemnifying
     Party assumes control of the negotiation, settlement or defense of any
     Third Party Claim, the Indemnifying Party shall not settle any Third Party
     Claim without the written consent of the Indemnified Party, which consent
     shall not be unreasonably withheld or delayed; provided, however, that the
     liability of the Indemnifying Party shall be limited to the proposed
     settlement amount if any such consent is not obtained for any reason.

10.8 CO-OPERATION.

     The Indemnified Party and the Indemnifying Party shall co-operate fully
     with each other with respect to Third Party Claims, and shall keep each
     other fully advised with respect


                                      -44-



     thereto (including supplying copies of all relevant documentation promptly
     as it becomes available).

10.9 EXCLUSIVITY.

     The provisions of this Article 10 shall apply to any Claim for breach of
     any covenant, representation, warranty or other provision of this Agreement
     or any agreement, certificate or other document delivered pursuant hereto
     (other than a claim for specific performance or injunctive relief) with the
     intent that all such Claims shall be subject to the limitations and other
     provisions contained in this Article 10.

11.  MISCELLANEOUS

11.1 CONFIDENTIALITY OF INFORMATION.

     (a)  The Purchaser and Vitran each for itself and its employees, servants
          and agents agrees to keep confidential and to refrain from using any
          information concerning the business and affairs of any of the Vendors
          and, if the transactions contemplated by this Agreement shall fail to
          be consummated, of the Corporation, which it may have acquired in
          connection with the transactions contemplated by this Agreement and in
          addition, shall return all copies of records or documents received
          therefrom and all notes or summaries thereof in any form whatsoever.
          The Purchaser and Vitran's obligations in this respect shall not apply
          to any information which:

          (i)  is in the public domain at the time of its disclosure to the
               Purchaser or Vitran;

          (ii) subsequently comes into the public domain without breach by the
               Purchaser or Vitran of its obligations under this subsection
               11.1(a);

          (iii) the Purchaser or Vitran can show was in its possession prior to
               its disclosure to the Purchaser or Vitran in connection with
               these transactions; or

          (iv) is or has been disclosed to the Purchaser or Vitran by any person
               otherwise than at the request or occurrence of the Vendors and
               not in violation of any obligation owed to the Vendors.

     (b)  If, for any reason, the transactions contemplated by this Agreement
          shall fail to be completed, the Vendors for itself and its employees,
          servants and agents agrees to keep confidential and to refrain from
          using any information concerning the business and affairs of any of
          the Purchaser and Vitran which it may have acquired in connection with
          the transactions contemplated by this Agreement and in addition, shall
          return all records or documents received from the Purchaser


                                      -45-



          relating to Vitran. The obligations of the Vendors in this respect
          shall not apply to any information which:

          (i)  is in the public domain at the time of its disclosure to the
               Vendors;

          (ii) subsequently comes into the public domain without breach by the
               Vendors of its obligations under this subsection 11.1(b);

          (iii) the Vendors can show was in their possession prior to its
               disclosure in connection with these transactions; or

          (iv) is or has been disclosed to the Vendors by any person the request
               or occurrence of the Purchaser.

11.2 NOTICES.

     (a)  Any notice or other communication required or permitted to be given
          hereunder shall be in writing and shall be delivered in person,
          transmitted by telecopy or similar means of recorded electronic
          communication or sent by registered mail, charges prepaid, addressed
          as follows:

          if to the Vendors:

          Donald C. Hammel
          c/o PJAX Inc.
          2850 Kramer Drive
          Gibsonia, PA 15044

          Copy to:

          Vuono & Gray, LLC
          2310 Grant Building
          310 Grant Street
          Pittsburgh, PA 15219-2383

          Attention: Mark T. Vuono
          Fax: 412-471-4477

          if to the Purchaser or to Vitran:

          c/o Vitran Corporation Inc.
          185 The West Mall
          Suite 701
          Toronto, Ontario
          M9C 5L5

          Attention: Richard E. Gaetz


                                      -46-



                     President and Chief Executive Officer
          Fax: (416) 596-8039

          Copy to:

          Lang Michener LLP
          Barristers and Solicitors
          Box 747, Suite 2500
          BCE Place, 181 Bay Street
          Toronto, Ontario
          M5J 2T7

          Attention: Geofrey Myers
          Fax: (416) 365-1719

     (b)  Any such notice or other communication shall be deemed to have been
          given and received on the day on which it was delivered or transmitted
          (or, if such day is not a Business Day, on the next following Business
          Day) or, if mailed, on the third Business Day following the date of
          mailing; provided, however, that if at the time of mailing or within
          three Business Days thereafter there is or occurs a labour dispute or
          other event which might reasonably be expected to disrupt the delivery
          of documents by mail, any notice or other communication hereunder
          shall be delivered or transmitted by means of recorded electronic
          communication as aforesaid.

     Any party may at any time change its address for service from time to time
     by giving notice to the other parties in accordance with this Section 11.2.

11.3 COMMISSIONS, ETC.

     It is understood and agreed that each of the parties hereto shall be
     responsible for all fees payable to any broker, agent or other intermediary
     retained by such party in connection with the sale or purchase of the
     Purchased Shares.

11.4 EXPENSES.

     Each of the parties hereto shall pay their own legal, accounting and other
     expenses arising in respect of this Agreement, the completion of the
     transactions contemplated hereby and to any action taken by such party in
     preparation for carrying this Agreement into effect.

11.5 CONSULTATION.

     The parties shall consult with each other before issuing any press release
     or making any other public announcement with respect to this Agreement or
     the transactions contemplated hereby and, except as required by any
     applicable law or regulatory requirement, none of the Vendors, the
     Corporation, Vitran nor the Purchaser nor any of


                                      -47-



     their respective officers, directors, employees, agents or representatives
     shall issue any such press release or make any such public announcement
     without the prior written consent of the other, which consent shall not be
     unreasonably withheld or delayed.

11.6 DISCLOSURE.

     Prior to any public announcement of the transaction contemplated hereby
     pursuant to Section 11.5, no party shall disclose this Agreement or any
     aspect of such transaction except to its board of directors, its senior
     management, its legal, accounting, financial or other professional
     advisors, any financial institution contacted by it with respect to any
     financing required in connection with such transaction and counsel to such
     institution, or as may be required by any applicable law or any regulatory
     authority or stock exchange having jurisdiction.

11.7 SUCCESSORS AND ASSIGNS.

     This Agreement shall enure to the benefit of and shall be binding on and
     enforceable by the parties and, where the context so permits, their
     respective heirs, legal personal representatives, successors and permitted
     assigns and the Purchaser's Representatives. Except as provided in this
     Section 11.7, no party may assign any of its rights or obligations
     hereunder without the prior written consent of all other parties. The
     Purchaser may, at any time prior to the Time of Closing:

     (a)  assign all of its rights and obligations under this Agreement to any
          person if the Vendors' prior written consent is obtained and the
          assignee delivers to the Vendors an instrument in writing executed by
          the assignee confirming that it is bound by and shall perform all of
          the obligations of the Purchaser under this Agreement as if it were an
          original signatory;

     (b)  assign all of its rights and obligations hereunder to a Subsidiary or
          affiliate of the Purchaser who delivers an instrument in writing to
          the Vendors as set out in subsection 11.7(a); or

     (c)  notwithstanding anything else contained in this Section 11.7. The
          Purchaser may, at any time and from time to time, assign all of its
          rights arising under this Agreement to its lenders in connection with
          any credit facilities provided to the Purchaser;

     provided that no such assignment shall relieve the Purchaser or Vitran of
     its obligations under this Agreement. In the event of an assignment as set
     out above, any reference in this Agreement to the Purchaser shall be deemed
     to include the assignee.

11.8 AMENDMENT AND WAIVERS.

     No amendment or waiver of any provision of this Agreement shall be binding
     on any party unless consented to in writing by such party. No waiver of any
     provision of this


                                      -48-



     Agreement shall constitute a waiver of any other provision, nor shall any
     waiver constitute a continuing waiver unless otherwise expressly provided.

11.9 COUNTERPARTS.

     This Agreement may be executed in counterparts, each of which shall
     constitute an original and all of which taken together shall constitute one
     and the same instrument.


                                      -49-



     IN WITNESS WHEREOF this Agreement has been executed by the parties.

SIGNED, SEALED AND DELIVERED        )
in the presence of:                 )
                                    )
                                    )
/s/ Mark T. Vuono                   )   /s/ Donald C. Hammel
- ------------------------------------)   ----------------------------------------
Witness                             )   Donald C. Hammel
                                    )
                                    )
/s/ Mark T. Vuono                   )   /s/ Donald J. Hammel
- ------------------------------------)   ----------------------------------------
Witness                             )   Donald J. Hammel
                                    )
                                    )
/s/ Mark T. Vuono                   )   s/ Jeffrey A. Hammel
- ------------------------------------)   ----------------------------------------
Witness                             )   Jeffrey A. Hammel
                                    )
                                    )
/s/ Mark T. Vuono                   )   /s/ James T. Hammel
- ------------------------------------)   ----------------------------------------
Witness                             )   James T. Hammel
                                    )
                                    )
/s/ Mark T. Vuono                   )   s/ Mark L. Kosovec
- ------------------------------------)   ----------------------------------------
Witness                             )   Mark L. Kosovec


                                        PJAX, INC.


                                        by: /s/ Donald C. Hammel
                                            ------------------------------------
                                        Name: Donald C. Hammel
                                        Title: President


                                        VITRAN CORPORATION


                                        by: /s/ Richard E. Gaetz
                                            ------------------------------------
                                        Name: Richard E. Gaetz
                                        Title: Chief Executive Officer


                                        VITRAN CORPORATION INC.


                                        by: /s/ Richard E. Gaetz
                                            ------------------------------------
                                        Name: Richard E. Gaetz
                                        Title: President and Chief
                                               Executive Officer


                                      -50-