10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number: 001-32449

VITRAN CORPORATION INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada	98-0358363
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5

(Address of principal executive offices and zip code)

416-596-7664

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Shares	Toronto Stock Exchange – TSX® NASDAQ – Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 16,331,241 common shares outstanding at February 9, 2012. The aggregate market value of the voting stock of the registrant, excluding directors, officers and registered holders of 10% as of February 9, 2012 was approximately $97,000,000.

DOCUMENTS INCORPORATED BY REFERENCE

1) Portions of the Proxy Statement for the 2012 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal year ended December 31, 2011, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.

TABLE OF CONTENTS

Item		Page
PART I
1.	Business		3
1. A	Risk Factors		7
1. B	Unresolved Staff Comments		15
2.	Properties		15
3.	Legal Proceedings		16
4.	(Removed and Reserved)		16
PART II
5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities		17
6.	Selected Financial Data		19
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
7. A	Quantitative and Qualitative Disclosures about Market Risk		35
8.	Financial Statements and Supplementary Data		35
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		64
9. A	Controls and Procedures		64
9. B	Other Information		67
PART III
10.	Directors and Executive Officers and Corporate Governance		67
11.	Executive Compensation		67
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		68
13.	Certain Relationships and Related Transactions, and Director Independence		68
14.	Principal Accounting Fees and Services		68
PART IV
15.	Exhibits, Financial Statement Schedules		68

2

Unless otherwise indicated, all dollar references herein are in United States dollars.

Forward-Looking Statements

Forward-looking statements appear in the Annual Report on Form 10-K, including but not limited to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other written and oral statement made by or on behalf of us. Our forward-looking statements are based on our beliefs and assumptions using information available at the time the statements are made. We direct the reader to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a more thorough description of forward-looking statements.

PART I

ITEM 1—BUSINESS

OVERVIEW

Vitran Corporation Inc. (“Vitran” or the “Company”) is a leading, predominantly non-union, provider of freight surface transportation and related supply chain services throughout Canada and in 34 states in the eastern, southeastern, central, southwestern, and western United States. The Company’s business consists of Less-than-truckload services (“LTL”) and Supply Chain Operation (“SCO) services. These services are provided by stand-alone business units within their respective regions. The business units operate independently or in a complementary manner to provide solutions depending on a customer’s needs. For the years ended December 31, 2011 and 2010, the Company had revenues of $805.6 million and $672.6 million, respectively.

CORPORATE STRUCTURE

Vitran’s principal executive and registered office is located at 185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5. Vitran Corporation Inc. was incorporated in Ontario under the Business Corporation Act (Ontario) on April 29, 1981.

Vitran’s business is carried on through its subsidiaries which hold the relevant licenses and permits required to carry on business. The following are Vitran’s principal operating subsidiaries (including their jurisdiction of incorporation), all wholly owned as at December 31, 2011: Vitran Express Canada Inc. (Ontario); Can-Am Logistics Inc. (Ontario); Vitran Logistics Ltd. (Ontario); Expéditeur T.W. Ltée (Canada); Vitran Corporation (Nevada); Vitran Express Inc. (Pennsylvania); Vitran Logistics Corp. (Delaware); Vitran Logistics Inc. (Indiana); and Las Vegas/L.A. Express, Inc. (California).

OPERATING SEGMENTS

Segment financial information is included in Note 13 to the Consolidated Financial Statements.

LTL Services

Vitran has grown organically and made strategic acquisitions to build a comprehensive LTL network throughout Canada and in the eastern, southeastern, central, southwestern, and western United States. Vitran’s LTL business represented approximately 85.2% of its revenue for the year ended December 31, 2011.

On May 31, 2005, Vitran expanded into the southwestern United States by acquiring Chris Truck Line (“CTL”), a Kansas-based regional less-than-truckload carrier serving 11 states. With the acquisition of CTL, Vitran obtained an additional 19 service centers covering 11 states, including new territory in Colorado, Kansas, Oklahoma, and Texas. On January 3, 2006, Vitran, through its subsidiary Vitran Express West Inc., expanded into the western United States by acquiring the assets of Sierra West Express (“SWE”), a Nevada-based regional less-than-truckload carrier serving three states. With the acquisition of SWE, Vitran expanded its footprint to California, Nevada, and Arizona. On October 2, 2006, Vitran expanded into the eastern United States by acquiring PJAX Freight System (“PJAX”), a Pennsylvania-based regional less-than-truckload carrier serving 11 states. With the acquisition of

3

PJAX, Vitran obtained 22 service centers including expanded and new state coverage in New Jersey, Pennsylvania, Delaware, Maryland, West Virginia and Virginia. During 2008, the U.S. LTL business unit launched a new integrated operating system and completed the physical and operational integrations of all its LTL companies. On December 31, 2009, these acquired companies were re-organized for tax purposes with Vitran’s existing LTL operation, Vitran Express Inc. (Indiana), to form Vitran Express Inc. (Pennsylvania). On February 19, 2011, Vitran acquired selected assets of Milan Express Inc.’s (“Milan”) LTL division, a private LTL carrier headquartered in Milan, Tennessee. With the acquisition of Milan, Vitran added 19 service centers including expanded and new state coverage in Alabama, Georgia, Mississippi, North Carolina and South Carolina.

Within the United States, the Company operates primarily within the eastern, southeastern, central, southwestern and western United States and delivers approximately 80.0% of its freight shipments within one or two days. In addition, the Company offers its services to the other regions in the United States (other than Alaska and Hawaii) through its strategic inter-regional relationships. The service is provided over-the-road, mostly by Company drivers, which allows more control in servicing these time-sensitive shipments. Vitran’s U.S. LTL business represented approximately 72.0% of total LTL revenues for the year ended December 31, 2011.

Within Canada, the Company provides next-day service within Ontario, Quebec and parts of western Canada, and generates most of its revenue from the movement of LTL freight within the three- to five-day east-west service lanes. The majority of its trans-Canada freight is shipped intermodally, whereby the Company’s containers are loaded onto rail cars and trans-loaded to Vitran facilities where Vitran’s network of owner operators pick up and deliver the freight to various destinations. An expedited service solution is also offered nationally using over-the-road driver teams to complete these deliveries in a shorter time frame. Vitran’s Canadian LTL business represented approximately 28.0% of total LTL revenues for the year ended December 31, 2011.

Vitran’s Transborder Service Solution (inter-regional) provides over-the-road service between its Canadian LTL and U.S. LTL business units. This is the Company’s highest margin and fastest growing service, achieving a five-year compounded average growth rate of approximately 10% per annum at December 31, 2011.

Supply Chain Operation

Vitran’s SCO segment represented approximately 14.8% of its revenues for the year ended December 31, 2011. The SCO involves the management and transportation of goods and the provision of information about such goods as they pass through the supply chain from manufacturer to end user. The SCO’s role is to design a supply chain network for a customer, contract with the necessary suppliers (including Vitran’s LTL services), as well as implement the design and management of the logistical system. Vitran’s SCO offers a range of services in Canada and the United States including cross-docks, inventory management, flow-through distribution facilities, and dedicated distribution facilities that focus primarily on long-term customized supply chain solutions. In addition, SCO provides over-the-road or intermodal freight brokerage services with sales offices in Toronto, Montreal and Los Angeles, so as to capitalize on international traffic flows in North America.

Over the past decade, Vitran has grown its SCO segment organically, and on November 30, 2007, announced the strategic acquisition of Las Vegas/L.A. Express Inc. (“LVLA”), a retail supply-chain management specialist based in Ontario, California. LVLA operated six facilities, and its acquisition by Vitran added 470,000 square feet of logistics space. As at December 31, 2011, Vitran’s SCO had approximately 2.0 million square feet of warehouse and distribution space under management.

Truckload

On November 30, 2010, the Company sold the majority of the rolling stock of the former Truckload segment for proceeds of $3.0 million and retained the net working capital of $2.0 million. The Company recorded a gain of $2.2 million on the equipment sold and wrote off the remaining $4.8 million of goodwill attributable to this business in Fiscal 2010. The operating results and divestiture of the segment have been recorded as a discontinued operation.

4

THE TRUCKING INDUSTRY

The trucking industry consists of two segments, specifically private fleets and “for-hire” carriers. The private carrier segment consists of fleets owned and operated by shippers who move their own goods. The “for-hire” segment is further divided into Truckload (“TL”) and LTL sub-segments, based on the typical shipment size handled by the carrier. TL refers to carriers transporting shipments greater than 10,000 pounds and LTL refers to carriers generally transporting shipments of less than 10,000 pounds. Vitran is predominantly an LTL carrier with a focus on regional and inter-regional LTL lanes.

LTL carriers transport freight for multiple customers to multiple destinations on each trailer. This service requires a network of local pick-up and delivery terminals, hub facilities, and driver fleets. The LTL business is capital intensive, and achieving significant density of operations in a given region can afford a competitive advantage since greater freight volumes are better able to support fixed costs. Vitran believes the regional LTL industry offers a favorable operating model and provides substantial growth opportunities for the following reasons:

• the trend among shippers toward minimal inventories, deferred air freight, and regional distribution has increased the demand for next-day and second-day delivery service;

• regional carriers with sufficient scale and freight density to support local terminal networks can offer greater service reliability and minimize the costs associated with intermediate handling;

• regional carriers are predominantly non-union, which offers cost savings, greater flexibility, and a lower likelihood of service disruptions, compared with unionized carriers; and

• there has been a reduction of capacity as weaker competitors exit the business.

MARKETING AND CUSTOMERS

Vitran derives its revenue from thousands of customers from a variety of geographic regions and industries in Canada and the United States. The Company has no customer that represents more than 5.3% of Vitran’s revenues. At December 31, 2011, the Company employed 134 sales associates. Sales associates maintain a dialogue with new and existing customers within the geographic market. New customers are obtained through referrals, cold calls and trade publications. The sales associates receive a base salary and, depending on the business unit, a variable compensation package that can be linked to revenue generation, business unit profitability and days-sales outstanding.

The LTL segment analyzes the price level that is appropriate for each particular shipment of freight. When necessary, Vitran competes to secure revenue by participating in bid solicitations, provided its customer recognizes the Company as a core carrier over a contracted period of time.

In SCO, Vitran customizes each solution to fit the needs of the customer. The SCO pursues opportunities that will not only increase the profitability of that segment but will supplement activity in Vitran’s LTL segment as well.

EMPLOYEES

At December 31, 2011 Vitran employed approximately 6,031 full- and part-time employees and contracted with approximately 251 owner operators. The vast majority of our employees are not represented by unionized collective bargaining agreements. The advantage of employing predominantly non-union labour is more work rules flexibility with respect to work schedules, routes and other similar items. Work rule flexibility is important in our business segments to meet the service level requirements of our customers.

A total of 115 Vitran employees are represented by two labor unions, representing 1.8% of the Company’s labour force. The International Brotherhood of Teamsters and the Canadian Auto Workers Association represent dock workers in two of Vitran’s Canadian terminals. The Company has never had a work stoppage. The collective bargaining agreements between the Company and its unionized employees expire on February 28, 2014 and on March 31, 2015, respectively.

5

INFORMATION TECHNOLOGY

Vitran uses technology to reduce costs, improve productivity, and enhance its customer service. Vitran allows its customers to access or exchange information with the Company via Vitran’s website, published web services, electronic data interchange, or over the telephone. The Company uses sophisticated freight handling software to maximize its load average, reduce freight handling, reduce transit times, and improve tracking of shipments through its system. In the second quarter of 2008, Vitran’s U.S. LTL business unit completed the process of migrating all of its U.S. LTL operations to a common transportation operating system that further enhanced the Company’s technology platform and helped deliver superior service to its customers. Vitran continues to develop its transportation operating systems to enhance the efficiency and effectiveness of service to its customers and improve productivity throughout the organization. Vitran’s SCO segment customizes the technology platform to its client requirements spanning the simplest of connections to highly integrated solutions.

SEASONALITY

In the trucking industry for a typical year, the months of September and October usually have the highest business levels, while the months of December, January and February generally have the lowest business levels. Adverse weather conditions generally experienced in the first quarter of the year, such as heavy snow and ice storms, have a negative impact on operating results. Accordingly, revenue and profitability are normally lowest in the first quarter.

REGULATION

Regulatory agencies exercise broad powers over the trucking industry, generally governing such activities as authorization to engage in motor carrier operations, safety and financial reporting. The industry also may become subject to new or more restrictive regulations relating to fuel emissions, ergonomics, or limits on vehicle weight and size. Additional changes in the laws and regulations governing the trucking industry could affect the economics of the industry by requiring changes in operating practices or by influencing the demand for and the costs of providing services to customers. In addition to the U.S. Department of Transportation (“DOT”), Vitran is subject to regulations from, but not limited to, the Department for Homeland Security, Environmental Protection Agency, and the Food and Drug Administration.

From time to time, various legislative proposals that might affect the trucking industry are introduced, including proposals to increase federal, state, provincial or local taxes, including taxes on motor fuels. Vitran cannot predict whether, or in what form, any increase in such taxes applicable to the Company will be enacted. Increased taxes could adversely affect Vitran’s profitability.

Vitran’s employees and owner operators also must comply with the safety and fitness regulations promulgated by the DOT, specifically, Comprehensive Safety Analysis 2010 (“CSA 2010”) mandated by the Federal Motor Carrier Safety Administration (“FMSCA”) and various regulatory authorities in Canada, including those relating to drug and alcohol testing and hours of service.

COMPETITION

Vitran competes with many other transportation service providers of varying sizes within Canada and the United States. In the United States, Vitran competes mainly in the eastern, southeastern, central, southwestern and western states. The transportation industry is highly competitive on the basis of both price and service. The Company competes with regional, inter-regional and national LTL carriers, truckload carriers, third-party logistics companies and, to a lesser extent, small-package carriers, air freight carriers and railroads. The Company competes effectively in its markets by providing high quality and timely service at competitive prices.

AVAILABLE INFORMATION

Vitran makes available free of charge on or through its website at www.vitran.com its Annual Report on Form 10-K (including the Company management’s discussion and analysis (“MD&A”) at December 31, 2011), Quarterly Reports on Form 10-Q, current reports on Form 8-K and other information releases, including all amendments to those reports, as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”) and System for Electronic Document Analysis and Retrieval (“SEDAR”). The information can also be accessed through EDGAR at www.sec.gov or SEDAR at www.sedar.com.

6

ITEM 1. A—RISK FACTORS

RISKS AND UNCERTAINTIES

An investment in our Company involves a high degree of risk. Before making an investment in the common shares of the Company, you should carefully consider the risks described below and the other information contained in this Annual Report on Form 10-K. The risks described below are not the only ones facing our Company or otherwise associated with an investment in our Company. If we do not successfully address any of the risks described herein or therein, there could be a material adverse effect on our financial condition, operating results and business, and the trading price of our common shares may decline. We can provide no assurance that we will successfully address these risks.

Risks Relating to Our Company

Our industry is highly competitive, and our business will suffer if we are unable to adequately address potential downward pricing pressures and other factors that may adversely affect operations and profitability.

The transportation industry is highly competitive on the basis of both price and service. We compete with regional, inter-regional and national LTL carriers, truckload carriers, third party logistics companies and, to a lesser extent, small-package carriers, air freight carriers and railroads. Numerous competitive factors could impair our ability to maintain our current profitability. These factors include the following:

• we compete with many other transportation service providers of varying sizes, many of which have more equipment, a broader coverage network, a wider range of services and greater capital resources than we do or have other competitive advantages;

• some of our competitors periodically reduce their prices to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase our prices or maintain significant growth in our business;

• many customers reduce the number of carriers they use by selecting so-called “core carriers” as approved transportation service providers, and in some instances we may not be selected;

• our customers may negotiate rates or contracts that minimize or eliminate our ability to offset fuel price increases through a fuel surcharge on our customers;

• many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress prices or result in the loss of some business to competitors;

• the trend towards consolidation in the surface transportation industry may create other large carriers with greater financial resources than us and other competitive advantages relating to their size;

• advances in technology require increased investments to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments; and

• competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and prices.

We are subject to financial covenants under our revolving credit facility.

Under our current revolving credit facility, we are subject to a minimum fixed charge coverage ratio that requires compliance only when certain triggering events occur. This financial covenant, as well as other financial covenants that may in the future be imposed under our current or future credit facilities, could limit our ability to raise additional capital to fund future growth. In addition, any adverse change to our business that has a material negative impact on our financial performance could cause us not to be able to be in compliance with these covenants. Our inability to remain in compliance with our financial covenants could result in a default under our credit facilities which would require us to attempt to re-negotiate these financial covenants, attempt to obtain new financing or scale back our business operations to achieve compliance. There is no assurance that we would be able to re-negotiate our financial covenants in this event, which could reduce the amount of credit available under our credit facilities.

7

We are subject to general economic factors that are largely out of our control, any of which could have a material adverse effect on the results of our operations.

Our business is subject to a number of general economic factors that may have a material adverse effect on the results of our operations, many of which are largely out of our control. These include recessionary economic cycles and downturns in customer business cycles, particularly in market segments and industries, such as retail, manufacturing and chemical, where we have a significant concentration of customers. Economic conditions may adversely affect the business levels of our customers, the amount of transportation services they need and their ability to pay for our services. It is not possible to predict the long-term effects of above-mentioned factors on the economy or on customer confidence in Canada or the United States, or the impact, if any, on our future results of operations. Adverse changes in economic conditions could result in declines to our revenues and a reduction in our current level of profitability.

If the world-wide financial crisis worsens, it could adversely impact demand for our services.

The global capital markets have been experiencing significant disruption and volatility over the past few years as evidenced by a lack of liquidity in the debt markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and failure of certain major financial institutions. Continued market disruptions could cause broader economic downturns which may lead to lower demand for our services, increased incidence of customers’ inability to pay their accounts, or insolvency of our customers, any of which could adversely affect our results of operations, liquidity, cash flows and financial condition.

Moreover, such market disruptions may increase our cost of borrowing or affect our ability to access debt and equity capital markets. Market conditions may affect our ability to refinance indebtedness as and when it becomes due. We are unable to predict the effect the uncertainty in the capital markets may have on our financial condition, results of operations or cash flows. Our ability to repay or refinance our indebtedness will depend upon our future operating performance which will be affected by general economic, financial, competitive, legislative, regulatory and other factors beyond our control.

Our supply chain operation business is dependent upon long-term relationships with our customers.

We have entered into long-term relationships with our customers whereby we have agreed to provide supply chain solutions to our customers which involve the establishment and operation of warehousing, inventory management and flow-through distribution facilities. The success of these relationships is dependent upon our continued ability to meet the requirements under our customers’ contracts, as well as the continued financial success and business operations of our customers. If we are unable to continue to deliver our supply chain solutions to our customers, either as a result of a determination by our customers not to continue to use our services or our customer ceasing to operate its business for any reason, our revenues from our supply chain solutions business may decline and we may not be able to recover our investment in the distribution facilities that we have established to deliver these services to our customers.

Increases in our operating expenses could cause our profitability to decline.

Our significant cash operating expenses include: salaries, wages and employee benefits, purchased transportation, maintenance expenses, rents and leases, purchased labor and owner operators, fuel and fuel-related expenses. Increases in our operating expenses will adversely impact on our profitability to the extent that we are not able to pass these increased expenses on to our customers through increased rates for our transportation services. Many of these operating expenses are beyond our control and, in addition, are subject to competitive forces. Further, we operate in a price sensitive industry where customers have many alternatives for their transportation services and, as a result, we may have limited ability to pass on increased operating expenses to our customers.

Unsuccessful execution of our acquisition strategy could cause our business and future growth prospects to suffer.

We may not be able to implement our strategy to acquire other transportation companies, which depends in part on the availability of suitable candidates. In addition, we may face competition for the acquisition of attractive carriers from other consolidators in the freight transportation industry who may be larger or better financed than we are. Furthermore, there can be no assurance that if we acquire what we consider to be a suitable candidate in

8

accordance with our growth strategy, we will be able to successfully integrate the operations of the acquired company into our operations on an accretive basis. If we are unable to successfully integrate the operations of the acquired company, we may not be able to achieve the anticipated benefits of such acquisition and the performance of our operations after completion of such acquisition could be adversely affected.

Significant ongoing capital requirements could limit growth and affect profitability.

Our business is capital intensive. If we are unable to generate sufficient cash from operations to fund our capital requirements, we may have to limit our growth, utilize our existing revolving credit facility, or enter into additional, financing arrangements. While we intend to finance expansion and renovation projects with existing cash, cash flow from operations and available borrowings under our existing credit agreement, we may require additional financing to support our continued growth. However, due to the existing uncertainty in the capital and credit markets, capital may not be available on terms acceptable to us. If we are unable in the future to generate sufficient cash flow from operations or borrow the necessary capital to fund our planned capital expenditures, we will be forced to limit our growth and/or operate our equipment for longer periods of time, resulting in increased maintenance costs, any of which could have a material adverse effect on our operating results.

If any of the financial institutions that have extended credit commitments to us are or continue to be adversely affected by current economic conditions and disruption to the capital and credit markets, they may become unable to fund borrowings under their credit commitments or otherwise fulfill their obligations to us, which could have a material adverse impact on our financial condition and our ability to borrow additional funds, if needed, for working capital, capital expenditures, acquisitions and other corporate purposes.

Availability and cost of real estate could limit growth and affect profitability.

Our businesses in the United States and Canada are dependent on the cost and availability of terminal facilities and distribution centers within key markets. Shortages in the availability of existing facilities and distribution centers for sale or lease could increase our operating expenses and prevent us from effectively serving certain markets. Unavailability of land for purchase and construction delays due to various reasons such as delays in obtaining permits may also adversely impact cash flows.

The engines in our newer tractors are subject to new emissions-control regulations which could substantially increase operating expenses.

Tractor engines that comply with the Environmental Protection Agency (EPA) emission-control design requirements that took effect on January 1, 2007 are possibly less fuel-efficient and have increased maintenance costs compared to engines in tractors manufactured before these requirements became effective. In addition, compliance with the more stringent EPA requirements that were made effective in 2010 could result in further declines in fuel efficiency and increases in maintenance costs. If we are unable to offset resulting increases in fuel expenses or maintenance costs with higher freight rates, our results of operations could be adversely affected.

We are a corporation based outside the United States.

We are a Canadian-based corporation with substantial operations in the United States. Changes in United States laws or the application thereof, including regulatory, homeland security or taxation, that primarily impact foreign corporations could have a material adverse effect on our prospects, business, financial condition and results of operations. Increased regulation could increase both the time and cost of transportation across the United States/ Canada border with the result that demand for cross-border transportation services may decline and our costs of providing these services may increase.

Fluctuations in the price and availability of fuel may adversely impact profitability.

Fuel is a significant operating expense. We do not hedge against the risk of fuel price increases. Any increase in fuel taxes or fuel prices or any change in federal, state or provincial regulations that results in such an increase, to the extent that the increase is not offset by freight rate increases or fuel surcharges to customers, or any interruption in the supply of fuel, could have a material adverse effect on our business, operations or financial condition.

9

While we have historically been able to adjust our pricing to offset changes to the cost of fuel through changes to base rates and/or fuel surcharges, we cannot be certain that we will be able to do so in the future. In addition, we are subject to risks associated with the availability of fuel, which are subject to political, economic and market factors that are outside of our control. We would be adversely affected by an inability to obtain fuel in the future. Although historically we have been able to obtain fuel from various sources and in the desired quantities, there can be no assurance that this will continue to be the case in the future.

Our industry is subject to numerous laws and regulations in Canada and the United States, exposing us to potential claims and compliance costs that could have a material adverse effect on our business.

We are subject to numerous laws and regulations by the U.S. Department of Transportation (“DOT”), Environmental Protection Agency, Internal Revenue Service, Canada Revenue Agency and various other federal, state, provincial and municipal authorities. Such regulatory agencies exercise broad powers over our business, generally governing such activities as authorization to engage in motor carrier operations and safety, and financial reporting. Our employees and owner operators must also comply with the safety and fitness regulations promulgated by the DOT, including those relating to drug and alcohol testing, driver hours-of-service limitations, labour-organizing activities, stricter cargo-security requirements, tax laws and environmental matters, including potential limits on carbon emissions under climate-change legislation. We may become subject to new or more restrictive regulations relating to fuel emissions, ergonomics, or limits on vehicle weight and size.

We are not able to accurately predict how new governmental laws and regulations, or changes to existing laws and regulations, will affect the transportation industry generally, or us in particular. Although government regulation that affects us and our competitors may simply result in higher costs that can be passed to customers, there can be no assurance that this will be the case. Any additional measures that may be required by future laws and regulations or changes to existing laws and regulations may require us to make changes to our operating practices or services provided to our customers and may result in additional costs, all of which could have an adverse effect on us.

The Federal Motor Carrier Safety Administration’s (“FMCSA”) Compliance, Safety, Accountability initiative (“CSA”) could adversely impact our ability to hire qualified drivers and maintain customer relationships.

In December 2010, the FMSCA implemented CSA 2010, a new compliance and enforcement initiative designed to monitor commercial motor vehicle safety. Under CSA 2010, carriers and individual drivers are evaluated and ranked based on certain safety-related standards. Our CSA scores are dependent upon our safety and compliance experience, which could change at any time. In addition, the safety standards set by the FMCSA could change and affect our ability to maintain a satisfactory score. If we obtain an unsatisfactory score it could adversely impact our relationships with customers and result in a loss of business. CSA 2010 could also cause a reduction in the driver pool as those with unfavorable scores could leave the industry increasing our operating costs to attract, train and retain qualified drivers.

Changes in governmental regulation may impact future cash flows and profitability.

In Canada, carriers must obtain licenses issued by each provincial transport board in order to carry goods extra-provincially or to transport goods within any province. Licensing from U.S. regulatory authorities is also required for the transportation of goods between Canada and the United States and within the United States. Any change in these regulations could have an impact on the scope of our activities. There is no assurance that we will be in full compliance at all times with such policies and guidelines. As a result, we could be required, at some future date, to incur significant costs in order to maintain or improve our compliance record.

Results of operations may be affected by seasonal factors and harsh weather conditions.

Our business is subject to seasonal fluctuations. In the trucking industry for a typical year, the second and third quarters usually have the highest business levels, while the first and fourth quarters generally have the lowest business levels. The fourth quarter holiday season and adverse weather conditions generally experienced in the first quarter of the year, such as heavy snow and ice storms, have a negative impact on operating results.

10

If additional employees unionize, our operating costs would increase.

We have a history of positive labour relations that will continue to be important to future success. Two of our terminals in Canada, representing 1.8% of our labour force, are represented by the International Brotherhood of Teamsters and the Canadian Auto Workers Association. The collective bargaining agreements between us and our unionized employees expire on February 28, 2014, and on March 31, 2015, respectively. There can be no assurance that the collective bargaining agreements will be renegotiated on terms acceptable or favourable to us. There can be no assurance that other employees will not unionize in the future. From time to time there could be efforts to organize our employees at various other terminals, which could increase our operating costs and force us to alter our operating methods. This could, in turn, have a material adverse effect on our business, operations or financial condition.

Changes to our compensation and benefits could adversely affect our ability to attract and retain employees.

Like many other companies, we had implemented certain salary and wage cost initiatives in 2009. Such initiatives include the suspension of our 401(k) matching program and a 5 percent compensation reduction across all employees of the Company. The Company had returned the 5% salary and wage reduction by the beginning of the fourth quarter in 2011. However, due to the salary and wage cost initiatives that we took in 2009, we may still find it difficult to attract, retain and motivate employees, and any such difficulty could materially adversely affect our business.

Various environmental laws and regulations, and costs of compliance with, liabilities under, or violations of, existing or future environmental laws or regulations could adversely affect our results.

Our operations are subject to environmental laws and regulations dealing with the handling of hazardous materials, underground fuel storage tanks and discharge and retention of storm water. We operate in industrial areas where truck terminals and other industrial activities are located and where groundwater or other forms of environmental contamination may have occurred. Our operations involve the risks of fuel spillage or seepage, environmental damage and hazardous waste disposal, among others. If we are involved in a spill or other accident involving hazardous substances or if we are found to be in violation of applicable laws or regulations, it could have a material adverse effect on our business and operating results. If we fail to comply with applicable environmental regulations, we could be subject to substantial fines or penalties and to civil and criminal liability.

In addition, as global warming issues become more prevalent, federal and local governments and our customers are beginning to respond to these issues. This increased focus on sustainability may result in new regulations and customer requirements that could negatively affect us. This could cause us to incur additional direct costs or to make changes to our operations in order to comply with any new regulations and customer requirements, as well as increased indirect costs or loss of revenue resulting from, among other things, our customers incurring additional compliance costs that affect our costs and revenues. We could also lose revenue if our customers divert business from us because we have not complied with their sustainability requirements. These costs, changes and loss of revenue could have a material adverse effect on our business, financial condition and results of operations.

Loss of key personnel could harm our business, operations or financial condition.

The success of our business is dependent upon the active participation of certain management personnel who have extensive experience in the industry. The loss of the services of one or more of such personnel for any reason may have an adverse effect on our business if we are unable to secure replacement personnel that have sufficient experience in our industry and in the management of a transportation business such as ours. Our inability to successfully replace management personnel could result in a disruption to our business that could adversely impact our profitability and financial condition.

11

We face litigation risks that could have a material adverse effect on the operation of our business.

From time to time we face litigation regarding various alleged violations of state labor laws. These proceedings may be time-consuming, expensive and disruptive to normal business operations. The defense of such lawsuits could result in significant expense and the diversion of our management’s time and attention from operation of our business. Some or all of the amount we may be required to pay to defend or to satisfy a judgment or settlement of any or all these proceedings may not be covered by insurance and could have a material adverse effect on us.

Exchange rate and currency risks may impact our financial results.

As we operate both in the United States and in Canada, our financial results are affected by changes in the U.S. dollar exchange rate relative to the currencies of other countries including the Canadian dollar. To reduce the exposure to currency fluctuations, we may enter into limited foreign exchange contracts from time to time, but these hedges do not eliminate the potential that such fluctuations may have an adverse effect on us. In addition, foreign exchange contracts expose us to the risk of default by the counterparties to such contracts, which could have a material adverse effect on our business. Our inability to successfully mitigate our exposure to currency fluctuations could result in increased expenses attributable to foreign exchange loss.

Insurance and claims expenses could significantly reduce our profitability.

Our operations are subject to risks normally inherent in the freight transportation industry, including potential liability which could result from, among other circumstances, personal injury or property damage arising from accidents or incidents involving trucks operated by us or our agents. The availability of, and ability to collect on, insurance coverage is subject to factors beyond our control. In addition, we may become subject to liability for hazards which we cannot or may not elect to insure against because of high premium costs or other reasons, or for occurrences which exceed maximum coverage under our policies. Our future insurance and claims expenses might exceed historical levels, which could reduce our earnings. Increases to our premiums could further increase our insurance and claims expenses as current coverages expire or cause us to raise our self-insured retention. If the number or severity of claims for which we are self-insured increases, or we suffer adverse development in claims compared with our reserves, or any claim exceeded the limits of our insurance coverage, this could have a material adverse effect on our business, operations or financial condition.

Moreover, any accident or incident involving us, even if we are fully insured or held not to be liable, could negatively affect our reputation among customers and the public, thereby making it more difficult for us to compete effectively, and could significantly affect the cost and availability of insurance in the future.

We rely on purchased transportation, making us vulnerable to increases in costs of these services.

In Canada, we use purchased transportation, primarily intermodal rail from CN and CP Rail, to provide cost effective service on our east-west national LTL service offering. Any reduction in service by the railroads or increase in the cost of such rail services is likely to increase costs for us and reduce the reliability, timeliness and overall attractiveness of rail-based services. This would negatively impact our ability to provide our services, with the result that we may be forced to use more expensive or less efficient alternative modes of transportation to provide our services to our customers.

In the United States, we use purchased transportation primarily to handle lane imbalances and to accommodate surges in business. We will also, on occasion, augment our linehaul capacity during certain peak periods through the use of purchased transportation. A reduction in the availability of purchased transportation may require us to incur increased costs to satisfy customer shipping orders and we may be unable to pass along increases in third party shipping prices to our customers.

Our business may be adversely affected by anti-terrorism measures.

Federal, state, provincial and municipal authorities have implemented and are continuing to implement various anti-terrorism measures, including checkpoints and travel restrictions on large trucks. If additional security measures disrupt or impede the timing of our deliveries, we may fail to meet the needs of our customers or may

12

incur increased expenses to do so. This could result in a reduction in demand for our cross-border transportation services and increase the cost of providing these services, each of which could negatively impact our profitability. There can be no assurance that new anti-terrorism measures will not be implemented and that such new measures will not have a material adverse effect on our business, operations or financial condition.

Interest rate fluctuations will impact our financial results.

In order to mitigate the exposure to interest rate risk in 2011, we entered into floating-to-fixed interest rate swap contracts which expired December 31, 2011. Management continues to evaluate our need to fix interest rate exposure. Our inability to successfully mitigate our exposure to interest rate risk could result in us being exposed to increases to interest rates, which interest rate increases would increase our operating costs.

Difficulty in attracting qualified drivers could adversely affect our profitability and ability to grow.

We are dependent on our ability to hire and retain qualified drivers, including owner operators. There is significant competition for qualified drivers within the trucking industry and attracting and retaining drivers has become more challenging. If we are unable to attract drivers and contract with owner operators, we may experience shortages of qualified drivers that could result in us not meeting customer demands, pressure to upwardly adjust our driver compensation package, underutilization of our truck fleet and/or use of higher cost purchased transportation, all of which could have a material adverse effect on our operating results, our growth and profitability.

Our information technology systems are subject to certain risks that we cannot control.

We depend on our information technology systems in order to deliver reliable transportation services to our customers in an efficient and timely manner. We have integrated the information technology and operations of our acquired companies and will integrate future acquisitions within our U.S. LTL business unit. Any disruption to our technology infrastructure could result in delays in delivery of transportation services to our clients and increased operating costs as a result of decreased operating efficiencies, each of which could adversely impact our customer service, revenues and profitability. While we have invested and continue to invest in technology security initiatives and disaster recovery plans, these measures cannot fully protect us from technology disruptions that could have a material adverse effect on us. Our information technology remains susceptible to outages, computer viruses, break-ins and similar disruptions that may inhibit our ability to provide services to our customers and the ability of our customers to access our systems. This may result in the loss of customers or a reduction in demand for our services. Integration initiatives may not realize the anticipated benefits due to operational issues, disruptions and distractions for employees and management, and potential failures in due diligence.

An increase in the cost of healthcare benefits in the United States could have a negative impact on our profitability.

We maintain and sponsor health insurance for our employees, retirees and their dependents in the United States through preferred provider organizations, and offer a competitive healthcare program to attract and retain our employees. These benefits comprise a significant portion of our operating expenses. Lower interest rates and/or lower returns on plan assets may cause increases in the expense of, and funding requirements for, our healthcare plans. We remain subject to volatility associated with interest rates, returns on plan assets, and funding requirements. It is possible that healthcare costs could become increasingly cost prohibitive, either forcing us to make changes to our benefits program or negatively impacting our future profitability.

As a holding company, Vitran is dependent on various factors to meet its financial obligations.

Vitran is a holding company. Vitran’s ability to meet its financial obligations is dependant primarily upon the receipt of interest and principal payments on intercompany advances, management fee payments, cash dividends and other payments from Vitran’s subsidiaries together with the proceeds raised through the issuance of securities.

13

Risks Related to our Common Shares

The board of directors of Vitran does not intend to declare or pay any cash dividends in the foreseeable future.

The board of directors of Vitran has not declared dividends on our common shares since December 2001. We currently anticipate that we will retain future earnings and other cash resources to repay debt and to support future capital expenditure programs and for acquisitions. Vitran does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the board of directors of Vitran after taking into account many factors, including our operating results, financial condition and current and anticipated cash needs.

If additional equity financing is required, you may suffer dilution of your investment.

We may require additional financing in order to make further investments, respond to competitive pressures or take advantage of unanticipated opportunities including acquisitions. Our ability to arrange such financing in the future will depend in part upon prevailing capital market conditions, as well as our business success. If additional financing is raised by the issuance of shares from Vitran’s treasury, control of Vitran may change and/or shareholders of Vitran may suffer additional dilution.

Investors who purchase the common shares may pay more for the common shares than the amounts paid by existing shareholders of Vitran for their common shares. As a result, investors in the offering may incur immediate and substantial dilution. In the past, Vitran has issued options and other convertible securities to acquire the common shares at prices below the prevailing market prices or prices that may be negotiated with selling shareholders. To the extent these outstanding options and other convertible securities are ultimately exercised, investors in the offering will incur further dilution.

The price of our common shares may fluctuate significantly.

Volatility in the market price of our common shares may prevent an investor from being able to sell the Common Shares at, or above, the price paid for the common shares. The market price of our common shares could fluctuate significantly for various reasons which include:

• our quarterly or annual earnings or those of other companies in our industry;

• the public’s reaction to our press releases, our other public announcements and our regulatory filings;

• changes in earnings estimates or recommendations by research analysts who follow our stock or the stock of other trucking companies;

• changes in general conditions in the Canadian, U.S. and global economy, financial markets or trucking industry, including those resulting from war, incidents of terrorism or responses to such events;

• sales of common shares by our directors and executive officers; and

• other factors beyond our control, including those described in these “Risk Factors”.

In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of these companies. The price of the common shares could fluctuate based upon factors that have little or nothing to do with our business, and these fluctuations could materially reduce the price of the common shares.

An investment in our common shares is highly speculative.

An investment in our common shares is highly speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the common shares. Additional risks not currently known to us or that we currently deem immaterial may also impair our operations.

14

It may be difficult to maintain and enforce judgments against us because of our Canadian residency.

Vitran is a Canadian corporation, and some of its assets and operations are located, and some of its revenues are derived, outside the United States. In addition, a majority of Vitran’s directors and officers are residents of Canada and all or a substantial portion of the assets of those directors and officers are or may be located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon those persons, or to enforce against them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of United States federal and state securities laws.

ITEM 1. B—UNRESOLVED STAFF COMMENTS

None

ITEM 2—PROPERTIES

Vitran’s corporate office is located at 185 The West Mall, Suite 701, Toronto, Ontario, Canada, M9C 5L5. The 3,900 square foot office is occupied under a lease expiring in September 2015.

Each of Vitran’s operating subsidiaries also maintains a head office as well as numerous operating facilities. Vitran has not experienced and does not anticipate difficulties in renewing existing leases on favorable terms or obtaining new facilities as and when required.

Vitran operates 131 facilities, 24 of which are located in Canada and 107 of which are located in the United States. The Company’s LTL segment operates 114 terminals with a total of 3,743 loading doors in the United States and with a total of 552 loading doors in Canada. The 10 largest operating terminals in Vitran’s LTL segment, in terms of the number of loading doors, are listed below.

Terminals	Doors		Owned/Leased
Toronto		134	Owned
Indianapolis		116	Owned
Toledo		101	Owned
Louisville		100	Leased
Montreal		85	Owned
Vancouver		85	Owned
Chicago		84	Leased
Pittsburgh		80	Owned
Clinton		80	Owned
Memphis		80	Leased

SCO operates 16 facilities, six in Canada, and ten in the United States, for major retailers in their respective markets. SCO has approximately 2.0 million square feet of warehouse and distribution space under management at December 31, 2011.

As at December 31, 2011, the Company operated 10,586 pieces of owned or leased rolling stock. The Company primarily purchases or utilizes operating lease facilities for the acquisition of new rolling stock for its operations; however, the Company occasionally purchases pre-owned equipment that meets its specifications. As at December 31, 2011, the Company owned or leased the following equipment.

	Owned		Leased
Tractors		1,553		1,086
Trailers		5,001		1,977
Containers		489		30
Chassis		450		—
Total		7,493		3,093

15

ITEM 3—LEGAL PROCEEDINGS

Vitran is subject to various legal proceedings and claims that have arisen in the ordinary course of its business that have not been fully adjudicated. Many of these are covered in whole or in part by insurance. The management of Vitran does not believe that these actions, when finally concluded and determined, will have a material adverse effect upon Vitran’s financial condition, results of operations, or cash flows.

ITEM 4—(REMOVED AND RESERVED)

16

PART II

ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF SECURITIES

Description of Share Capital

At December 31, 2011, there was an unlimited number of common shares authorized and 16,331,241 common shares issued and outstanding. The holders of the common shares are entitled to one vote for each common share on all matters voted on at any meetings of Vitran’s shareholders to any dividends that may be declared by the Company’s Board of Directors thereon, and in the event of the liquidation, dissolution or winding up of the Company, will be entitled to receive the remaining property.

Vitran’s common shares trade on the Toronto Stock Exchange (“TSX”) and the NASDAQ Global Select Market under the symbols VTN and VTNC, respectively. On February 9, 2012, there were approximately 41 registered holders of record of the Company’s common shares. Because many of such shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.

Vitran did not pay any dividends on common shares in fiscal 2011 and 2010. The Board of Directors is responsible for determining the Company’s dividend policy and does not intend to declare dividends in the foreseeable future.

The following table sets forth the high and low bid prices of our common stock for the periods indicated, as reported by the TSX and the NASDAQ:

	TSX						NASDAQ
Quarter	High		Low		Volume		High		Low		Volume
	(in Canadian dollars)						(in United States dollars)
2011
Fourth Quarter	$	6.25	$	3.91		228,000	$	6.42	$	3.66		5,469,200
Third Quarter	$	13.35	$	3.95		493,300	$	14.34	$	3.84		5,947,400
Second Quarter	$	15.15	$	12.38		137,500	$	16.00	$	12.55		3,020,800
First Quarter	$	14.80	$	11.86		64,500	$	15.00	$	11.78		3,011,700
2010
Fourth Quarter	$	13.46	$	10.89		40,300	$	13.45	$	10.56		2,944,400
Third Quarter	$	14.00	$	8.75		95,600	$	13.66	$	8.25		4,582,800
Second Quarter	$	15.51	$	12.10		39,800	$	15.39	$	11.60		5,709,100
First Quarter	$	12.12	$	9.20		135,600	$	12.29	$	8.51		3,823,700

	TSX						NASDAQ
2011 Monthly	High		Low		Volume		High		Low		Volume
	(in Canadian dollars)						(in United States dollars)
December	$	6.25	$	5.05		92,900	$	6.42	$	4.81		1,143,800
November	$	6.02	$	4.80		53,700	$	6.00	$	4.41		1,247,500
October	$	5.25	$	3.91		81,400	$	5.25	$	3.66		3,077,900
September	$	6.01	$	3.95		310,000	$	6.20	$	3.84		2,457,000
August	$	9.66	$	5.38		169,400	$	10.36	$	5.61		2,035,900
July	$	13.35	$	9.71		13,900	$	14.34	$	10.10		1,454,500
June	$	14.39	$	12.38		9,800	$	14.97	$	12.55		624,100
May	$	15.15	$	14.00		70,100	$	15.98	$	14.16		1,012,600
April	$	15.13	$	13.28		57,600	$	16.00	$	13.90		1,384,100
March	$	14.21	$	11.90		14,000	$	14.46	$	12.02		601,800
February	$	14.43	$	11.86		19,000	$	14.60	$	11.78		996,300
January	$	14.80	$	12.45		31,500	$	15.00	$	12.53		1,143,600

17

Stock Option Plan

Plan Category	Number of securities to be issued upon exercise of outstanding options		Weighted average exercise price of outstanding options		Number of securities remaining available for future issuance (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders		841,900	$	11.70		—
Equity compensation plans not approved by security holders		—		—		—
Total (1)		841,900	$	11.70		—

⁽¹⁾  As at December 31, 2011.

Vitran maintains a stock option plan to assist in attracting, retaining and motivating its directors, officers and employees. The details of the Company’s authorized stock option plan are described in Note 10 of the Consolidated Financial Statements.

Purchases of Equity Securities

None

Transfer Agents

Computershare Investor Services Inc.	Montreal, Toronto	Canada
Computershare Trust Company Inc.	Denver	United States

18

ITEM 6—SELECTED FINANCIAL DATA

The following selected financial data is derived from and should be read in conjunction with the Consolidated Financial Statements and Notes under Item 8 of this Annual Report on Form 10-K. For a summary of quarterly financial data for fiscal 2011 and 2010, please see the Supplemental Schedule of Quarterly Financial Information included in the Consolidated Financial Statements. The selected financial data should also be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Selected Financial Data (Thousands of dollars, except per share amounts)

Year	2011			2010			2009			2008			2007
Statements of Income
Revenue	$	805,598		$	672,556		$	595,321		$	691,963		$	637,631
Impairment of goodwill(1)		—			—			—			107,351			—
Income (loss) from continuing operations (2)		(4,321	)		6,847			(1,200	)		(98,639	)		21,321
Net income (loss) from continuing operations(3)		(14,013	)		(38,049	)		(4,607	)		(72,196	)		12,606
Net income (loss) from discontinued operations		—			(2,133	)		635			971			1,104
Net income (loss)	$	(14,013	)	$	(40,182	)	$	(3,972	)	$	(71,225	)	$	13,710
Earnings (loss) per share basic:
Net income (loss) from continuing operations	$	(0.86	)	$	(2.34	)	$	(0.32	)	$	(5.35	)	$	0.94
Net income (loss)	$	(0.86	)	$	(2.47	)	$	(0.28	)	$	(5.28	)	$	1.02
Weighted average number of shares		16,326,760			16,277,522			14,293,747			13,485,132			13,458,786
Earnings (loss) per share diluted:
Net income (loss) from continuing operations	$	(0.86	)	$	(2.34	)	$	(0.32	)	$	(5.35	)	$	0.92
Net income (loss)	$	(0.86	)	$	(2.47	)	$	(0.28	)	$	(5.28	)	$	1.00
Weighted average number of shares		16,326,760			16,277,522			14,293,747			13,485,132			13,651,799
Balance Sheets
Assets:
Property and equipment, net	$	125,219		$	138,847		$	143,606		$	149,481		$	164,958
Intangible assets		5,805			8,268			10,766			13,279			13,645
Goodwill		14,314			14,453			14,113			12,292			119,610
Other assets		96,730			83,766			125,853			118,540			99,286
Total assets	$	242,068		$	245,334		$	294,338		$	293,592		$	397,499
Liabilities and Stockholders’ Equity:
Other liabilities	$	90,023		$	96,649		$	85,595		$	88,872		$	97,324
Long-term debt		67,072			49,838			72,956			93,477			109,831
Total stockholders’ equity	$	84,973		$	98,847		$	135,787		$	111,243		$	190,344
Total commitments under operating leases	$	107,520		$	72,916		$	82,405		$	56,673		$	58,639

19

Selected Financial Data (continued) (Thousands of dollars, except per share amounts)

Year	2011			2010			2009			2008			2007
Operating Ratios (4)
Total company		100.5	%		99.0	%		100.2	%		98.7	%		96.7	%
Less-than-truckload		101.4	%		99.2	%		100.5	%		98.5	%		96.0	%
SCO		91.4	%		92.4	%		92.8	%		94.6	%		93.8	%

Notes:

(1) Vitran recorded a pre-tax non-cash goodwill impairment charge of $107.4 million at December 31, 2008. The assessment of the Company’s goodwill for impairment is discussed further in Item 7 under “Critical Accounting Policies and Estimates.”

(2) Vitran recorded a loss on sale of properties and a write-down to estimated fair value for held for sale properties totaling $2.1 million.

(3) Vitran recorded a non-cash tax expense of $38.9 million to establish a valuation allowance for deferred tax assets related to net operating losses and tax deductible goodwill in the United States.

(4) Operating ratio (“OR”) is a non-GAAP financial measure which does not have any standardized meaning prescribed by GAAP. OR is the sum of total operating expenses minus goodwill impairment charge, divided by revenue. OR excludes the impact of the goodwill impairment charge. OR allows management to measure the Company and its various segments’ operating efficiency. OR is a widely recognized measure in the transportation industry which provides a comparable benchmark for evaluating the Company’s performance compared to its competitors. Investors should also note that the Company’s presentation of OR may not be comparable to similarly titled measures by other companies. OR is calculated as follows:

	Year ended December 31,
	2011			2010			2009			2008			2007
Total operating expenses	$	809,919		$	665,709		$	596,521		$	790,602		$	616,310
Goodwill impairment charge		—			—			—			(107,351	)		—
Adjusted operating expense		809,919			665,709			596,521			683,251			616,310
Revenue	$	805,598		$	672,556		$	595,321		$	691,963		$	637,631
Operating ratio (“OR”)		100.5	%		99.0	%		100.2	%		98.7	%		96.7	%

20

ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

In addition to historical information, this Annual Report on Form 10-K and MD&A contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws concerning Vitran’s business, operations, and financial performance and condition.

Forward-looking statements may be generally identifiable by use of the words “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project”, “may”, “plans”, “continue”, “will”, “focus”, “should”, “endeavor” or the negative of these words or other variation on these words or comparable terminology. These forward-looking statements are based on current expectations and are subject to uncertainty and changes in circumstances that may cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements contain forward-looking statements regarding, but not limited to, the following:

• the Company’s expectation that efficiencies within the U.S. LTL business unit will reduce salaries, wages and employee benefits expense as a percentage of revenue;

• the Company’s expectation that revenue per hundredweight and length of haul will increase in upcoming quarters as the freight environment improves and the LTL segment continues to cross-sell the newly acquired territory;

• the Company’s intention to reduce purchased transportation expense by replacing purchased linehaul expense with Company drivers and Company operated rolling stock;

• the Company’s expectation that it will be able to reduce maintenance expense in 2012;

• the Company’s expectation that fuel and fuel-related expenses will decline with the addition of new tractors;

• the Company’s expectation that the additional density from the Milan acquisition and the cross-sell into the newly acquired territory will improve financial results;

• the Company’s expectation that operational improvements within the U.S. LTL business unit will have a positive impact in 2012;

• the Company’s expectation that activity levels and pricing trends will improve year-over-year results;

• the Company’s ability to maintain DSO below 40 days;

• the Company’s intention to purchase a specified level of property and equipment and to finance such acquisitions with cash flow from operations and, if necessary, from the Company’s revolving credit facilities;

• the Company’s ability to generate future operating cash flows from profitability and managing working capital;

• the Company’s ability to exceed prior year results in the SCO segment if trends in current activity levels within the segment persist and open additional facilities in the next twelve months;

• the Company’s operational plan will improve service and efficiencies in the U.S. LTL business unit;

• the Company’s ability to benefit from an improvement in the economic and pricing environment; and

• the Company’s expectation to introduce supply chain operation clients to the services of the less-than-truckload segment.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Vitran’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that may cause such differences include but are not limited to technological change, increase in fuel costs, regulatory change, the

21

general health of the economy, changes in labor relations, geographic expansion, capital requirements, availability of financing, claims and insurance costs, environmental hazards, availability of qualified drivers and competitive factors. More detailed information about these and other factors is included in the MD&A and in Item 1A – Risk Factors. Many of these factors are beyond the Company’s control; therefore, future events may vary substantially from what the Company currently foresees. You should not place undue reliance on such forward-looking statements. Vitran Corporation Inc. does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

Unless otherwise indicated, all dollar references herein are in U.S. dollars. The Company’s Annual Report on Form 10-K, as well as all the Company’s other required filings, may be obtained from the Company at www.vitran.com or from www.sedar.com or from www.sec.gov.

OVERVIEW

Vitran Corporation Inc. (“Vitran” or the “Company”) is a leading, predominantly non-union, provider of freight surface transportation and related supply chain services throughout Canada and in 34 states in the eastern, southeastern, central, southwestern and western United States. Its business consists of two operating segments: (1) Less-than-truckload services (“LTL”) and (2) Supply Chain Operation (“SCO”). These services are provided by stand-alone business units within their respective regions. Depending on a customer’s needs, the units can operate independently or in a complementary manner. As is more fully described in Item 1 “Business”, the LTL segment transports shipments in less-than-full trailer load quantities through freight service center networks; the SCO segment provides supply chain solutions and freight brokerage services.

Vitran’s operating results are generally expected to depend on the number and weight of shipments transported, the prices received for the services provided, and the mix of services supplied to clients. Vitran must manage its fixed and variable operating cost infrastructure in the face of fluctuating volumes to realize appropriate margins while maintaining the quality service expected by its customers.

The long-term mission of the Company is to build a North American transportation infrastructure in both Canada and the United States offering regional, inter-regional, national, and transborder LTL services. In conjunction with the LTL services, Vitran will also focus on SCO offerings that are not only profitable as stand-alone business opportunities, but also increase the utilization of LTL freight service assets where appropriate.

In 2010, Vitran divested of substantially all of the rolling stock of its Truckload business. The Truckload business delivered full trailer loads point to point on a predominantly short-haul basis. This operation was not connected to the LTL or SCO segments and was not considered strategic to the continuing operations of Vitran.

On February 19, 2011, Vitran acquired selected assets of Milan Express Inc.’s LTL division, a private LTL carrier headquartered in Milan, Tennessee. With the acquisition of Milan, Vitran added 19 service centers, including expanded and new state coverage in Alabama, Georgia, Mississippi, North Carolina and South Carolina.

EXECUTIVE SUMMARY

The 2011 fiscal year marked a significantly trying and difficult year for Vitran, as the Company operated through a number of challenges in its U.S. LTL business unit. Notwithstanding these challenges, Vitran’s other business units prospered operationally in 2011 and as a whole, Vitran had a number of important accomplishments:

• expanded U.S. LTL into the southeastern United States with the purchase of selected assets of Milan adding new state coverage of Alabama, Georgia, Mississippi, North Carolina and South Carolina;

• reduced consolidated debt net of cash by $0.6 million;

• refinanced senior credit facilities with a new asset-based revolving credit facility and a new real estate term credit facility achieving a minimum 125bps reduction in interest rate margins;

• set record annual revenue and income from operations in the SCO segment;

• the CDN LTL business unit continued to grow in a mature market place and maintained positive income from operations; and

22

• purchased key facilities in Knoxville, TN; Atlanta, GA; Tifton, GA; Jackson, MS; Mobile, AL; and Montgomery, AL within the U.S. LTL business unit.

These achievements were the result of tireless effort and support from the management, office staff and most importantly, the front line drivers and dock workers at Vitran.

RESULTS OF OPERATIONS

2011 COMPARED TO 2010

CONSOLIDATED RESULTS

The following table summarizes the Consolidated Statements of Income (Loss) for the three years ended December 31:

(in thousands of dollars)	2011			2010			2009			2011 vs 2010			2010 vs 2009
Revenue	$	805,598		$	672,556		$	595,321			19.8	%		13.0	%
Salaries, wages and employee benefits		308,770			263,331			256,203			17.3	%		2.8	%
Purchased transportation		130,218			112,318			89,042			15.9	%		26.1	%
Depreciation and amortization		16,398			18,410			18,966			(10.9	%)		(2.9	%)
Maintenance		36,411			28,831			27,079			26.3	%		6.5	%
Rents and leases		38,582			28,769			27,233			34.1	%		5.6	%
Purchased labor and owner operators		78,412			66,532			55,218			17.9	%		20.5	%
Fuel and fuel related expenses		134,732			89,210			67,372			51.0	%		32.4	%
Other operating expenses		64,458			58,459			55,694			10.3	%		5.0	%
Other loss (income)		1,938			(151	)		(286	)		n/a			(47.2	%)
Income (loss) from continuing operations		(4,321	)		6,847			(1,200	)		(163.1	%)		671.1	%
Interest expense, net		6,803			7,327			9,496			(7.2	%)		3.0	%
Net loss from continuing operations		(14,013	)		(38,049	)		(4,607	)		(63.2	%)		(725.9	%)
Net income (loss) from discontinued operations		—			(2,133	)		635			(100.0	%)		(435.9	%)
Net loss	$	(14,013	)	$	(40,182	)	$	(3,972	)		(65.1	%)		(911.6	%)

	2011			2010			2009			2011 vs 2010			2010 vs 2009
Earnings (loss) per share:
Basic – continuing operations	$	(0.86	)	$	(2.34	)	$	(0.32	)		(63.2	%)		(631.3	%)
Basic – net loss	$	(0.86	)	$	(2.47	)	$	(0.28	)		(65.2	%)		(782.1	%)
Diluted – continuing operations	$	(0.86	)	$	(2.34	)	$	(0.32	)		(63.2	%)		(631.3	%)
Diluted – net loss	$	(0.86	)	$	(2.47	)	$	(0.28	)		(65.2	%)		(782.1	%)
Operating ratio(1)		100.5	%		99.0	%		100.2	%

Revenue increased by 19.8% to $805.6 million in 2011 from $672.6 million in 2010. Revenue in the LTL and SCO segments increased 18.0% and 31.2% respectively. Revenue for the 2011 year was impacted by a stronger Canadian dollar and an increase in fuel surcharge revenue accounting for approximately $50.9 million of the consolidated revenue improvement. Excluding the impact of fuel surcharge revenue and a stronger Canadian dollar, 2011 revenue compared to 2010 improved 12.2%. Detailed explanations for the fluctuations in revenue and income from operations are discussed below and in “Segmented Results”.

Salaries, wages and employee benefits increased 17.3% to $308.8 million for 2011 compared $263.3 million in 2010. Employee headcount was expected to increase by approximately 600 individuals resulting from the acquisition of the Milan LTL assets on February 19, 2011. However, headcount increased approximately 1,000 employees to handle the increase in business and to recover from the acquired backlog of freight at Milan. Furthermore, management committed to its U.S. LTL business unit employees to return a quarter of the 2008 5% wage reduction at the commencement of each calendar quarter in 2011. As of December 31, 2011 four quarterly increases of 1.25% have been issued. Salary, wages and employee benefit expenses should outpace the prior year expenses, but as management improves efficiencies within the U.S. LTL business unit, it is expected to decline on a percentage of revenue basis.

23

Purchased transportation increased 15.9% in 2011 compared to 2010 due to an increase in LTL segment activity as indicated by the 8.8% increase in shipments and the 3.1% increase in length of haul within the U.S. LTL business unit. Furthermore, the acquisition of Milan on February 19, 2011 required additional purchased transportation to service Vitran’s expanded geographic footprint. Intermodal shipments in the Canadian LTL business unit increased 2.5%, requiring additional railway transportation expense compared to the 2010 comparative period. The Company’s U.S. LTL business received 400 additional tractors near the end of the second quarter and beginning of the third quarter of 2011. The additional tractors, along with a concerted effort to reduce purchased miles, decreased purchased transportation costs as a percentage of revenue within the U.S. LTL business unit in the fourth quarter of 2011 compared to the third quarter of 2011. It is management’s intention to replace purchased transportation with company drivers and equipment as lane density, revenue per hundredweight and financial results appear sustainable and warrant the commitment to company drivers and the investment in equipment.

Depreciation and amortization expense declined 10.9% for 2011 compared to 2010, and is primarily attributable to the sale of rolling stock and buildings during the year. Furthermore, cash capital expenditures have also been lower than historical trends over the past 2 years resulting in less depreciation expense. The Company expects to purchase more rolling stock as financial performance improves and therefore expects depreciation expense to increase in coming years.

Maintenance expense increased 26.3% to $36.4 million for 2011 compared to $28.8 million for 2010. Additional maintenance expense for the Milan acquired fleet and continued focus on the Company’s preventative maintenance program increased maintenance expense as a percentage of revenue to 4.5% compared to 4.3% for 2010. The increased focus on the Company’s maintenance program should yield gains in 2012. Furthermore, as the Company replaces older equipment in 2012, it expects maintenance expense as a percentage of revenue to decline.

Rents and leases expense increased 34.1% for 2011 compared to 2010. The increase is a result of the aforementioned new tractors, leased equipment added in the Milan acquisition as well as the new short-term leased facilities in the newly acquired territory. In addition, the U.S. LTL business unit expanded into new leased facilities in South Plainfield, NJ and Louisville, KY at the beginning of the 2011 fourth quarter. Rents and leases expense should continue to increase due to the previously mentioned new tractors, new rolling stock financed by operating leases in 2012 as well as additional leases within the SCO segment with the opening of two new distribution facilities in Sacramento, CA in 2011 and Tacoma, WA in 2012.

Purchased labor and owner operator expenses increased 17.9% for 2011 compared to 2010, primarily driven by the increase in owner operator expenses in the Canadian LTL business unit and the increases in purchased labour within the SCO segment consistent with their increase in activity levels.

Fuel and fuel-related expenses increased 51.0% for 2011 compared to 2010. The average price of diesel increased approximately 27.6% in 2011 compared 2010. Furthermore, the LTL segment’s consumption increased due to the increase in activity as indicated by the 8.8% improvements in shipments and the expanded fleet and territory attributable to the Milan acquisition. Fuel and fuel-related expenses are expected to decline slightly due to the improved fuel economy attributable to the aforementioned acquisition of 400 new tractors and any additional tractors purchased in 2012.

During the 2011 fourth quarter, the Company sold six facilities within the U.S. LTL business unit that were held for sale and not being utilized in operations. Vitran generated $1.3 million in proceeds and recorded a $0.5 million loss in loss from continuing operations. Furthermore, the Company will have cost savings from reduced property taxes, property insurance and general upkeep of the sold facilities. The remaining facilities held for sale are required to be recorded at the lower of net book value or estimated fair value. At December 31, 2011, Vitran recorded a $1.5 million valuation loss against these properties, for a total loss of $2.1 million recorded in loss from continuing operations.

The Company incurred net interest expense of $6.8 million in 2011 compared to interest expense of $7.3 million in 2010. Included in interest expense is $1.0 million of deferred financing costs that were written off in the fourth quarter of 2011 related to the previous senior term and revolving credit facilities. On November 30, 2011, the Company refinanced its previous senior term and revolving debt facilities with a new three-year asset based revolving debt facility and a new seven-year real estate term facility. The Company reduced interest rate spreads a minimum of 125 basis points under the new asset-based revolving credit facility. The Company’s interest rate spread on its revolving and term debt was on average 75 basis points less than 2010.

24

In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“FASB ASC”) 740-10, included in the 2010 tax expense is the recognition of a $39.6 million valuation allowance for all U.S. deferred tax assets. As required by this standard, the Company increased the valuation allowance by $8.7 million, which would have been the tax recovery attributable to the Company’s U.S. based companies for 2011. Consequently, the Company recorded a consolidated tax expense of $2.9 million in 2011. The majority of the deferred tax assets were for timing differences related to tax deductible goodwill and net loss carryforwards. The net operating loss carryforwards will begin to expire in 2027 and will continue to be available to offset future years taxable income. Management believes the Company will generate sufficient taxable income to use these losses in the future, but not to the level of certainty required by FASB ASC 740-10.

Net loss from continuing operations was $14.0 million for 2011 compared to a net loss from continuing operations, including the aforementioned tax valuation allowance, of $38.0 million in 2010. This resulted in basic and diluted loss per share from continuing operations of $0.86 for the current year compared to a loss per basic and diluted share from continuing operations of $2.34 in 2010. Loss from discontinued operations was $2.1 million in 2010. Therefore, the Company posted a net loss of $14.0 million for 2011 compared to a net loss of $40.2 million in 2010. This resulted in a basic and diluted loss per share of $0.86 for the current year compared to a loss per basic and diluted share of $2.47.

FASB Accounting Standard Update (“ASU”) No. 2011-08 “Testing Goodwill for Impairment”, permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. FASB ASU Update No. 2011-08 will be adopted by the Company on January 1, 2012.

FASB ASU No. 2011-05 “Presentation of Comprehensive Income” requires entities to present net income and comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and comprehensive income. FASB has amended ASU No. 2011-05 with ASU 2011-12, which defers the effective date of certain requirements outlined in FASB ASU No. 2011-05 until further deliberated and reinstates the requirements for presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of FASB ASU No. 2011-05. FASB ASU No. 2011–5 will be adopted by the Company on January 1, 2012.

FASB ASU No. 2010-06 “Improving Disclosure about Fair Value Measurements” requires enhanced disclosures about recurring and nonrecurring fair-value measurements including significant transfers in and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances and settlements on a gross basis for Level 3 fair-value measurements. FASB ASU No. 2010-06 was adopted January 1, 2010 except for the requirement to separately disclose purchases, sales, issuances and settlements of recurring Level 3 fair value measurements, which was adopted January 1, 2011.

25

SEGMENTED RESULTS

LTL (Less-than-truckload)

The table below provides summary information for the LTL segment for the three years ended December 31:

(in thousands of dollars)	2011			2010			2009			2011 vs 2010			2010 vs 2009
Revenue	$	686,242		$	581,594		$	519,215			18.0	%		12.0	%
Income (loss) from operations	$	(9,399	)	$	4,570		$	(2,648	)		(305.7	%)		272.6	%
Operating ratio		101.4	%		99.2	%		100.5	%
Number of shipments(2)		4,295,432			3,946,952			3,705,152			8.8	%		6.5	%
Weight (000s of lbs)(3)		6,402,437			5,867,822			5,492,869			9.1	%		6.8	%
Revenue per shipment(4)	$	159.76		$	147.35		$	140.13			8.4	%		5.2	%
Revenue per hundredweight(5)	$	10.72		$	9.91		$	9.45			8.2	%		4.9	%

Revenue in the LTL segment increased by 18.0% to $686.2 million in 2011 compared to $581.6 million in 2010. The increase in revenue was influenced by fuel surcharge which represented 16.6% of revenue in 2011 compared to 12.5 % in 2010. Therefore, revenue net of fuel surcharge for 2011 increased 12.5% compared to 2010. Revenue net of fuel surcharge was impacted by the additional business from the Milan acquisition on February 19, 2011 as indicated by the increase in shipments and tonnage of 8.8% and 9.1% respectively compared to 2010. The aforementioned loss of $2.1 million related to the real estate was recorded in loss from operations within the LTL segment.

Shipments per day in the U.S. LTL business unit increased 10.4% for 2011 compared to 2010. This can be primarily attributable to the acquisition of Milan on February 19, 2011. The addition of Milan and its pre-existing customer base resulted in a one-time reduction in revenue per hundredweight and length of haul as Milan was primarily a short haul LTL carrier within its region. Therefore, on sequential basis from March 31, 2011 compared to December 31, 2011, length of haul increased 5.8% and revenue per hundredweight increased 7.9%.

Management expects the revenue per hundredweight and length of haul to increase in the upcoming year as the pricing environment continues to firm up and the LTL segment continues to sell services in the expanded territory. Although revenue increased in the U.S. LTL business unit, the business unit did not perform to management expectations. Wages and purchased transportation costs were higher than expected partially attributed to the challenge of working out of the backlog of freight created by the first quarter weather issues that were further intensified by the Milan acquisition which in and of itself was significantly backlogged with 2.5 days of freight. The deterioration of service as the Company worked out of this backlog resulted in some loss of business and identified areas of inefficiencies within the U.S. LTL business unit’s operations. Management has focused on operational improvements throughout the year which have positively impacted service, operating metrics and resulted in returning business to the Company. Management expects the aforementioned operational improvements to have a positive financial impact in 2012. Higher than expected workers’ compensation and healthcare expense also negatively impacted results in the fourth quarter of 2011 and the year.

The Canadian LTL business unit posted an excellent 2011 benefiting from a strong Canadian economy and a stable operation compared to the U.S. LTL business unit.

Lastly, management believes that with additional density gains, continued momentum in the North American pricing environment, as well as the cross sell into its newly acquired territory in the southern U.S., combined with a continued focus on efficiency, the LTL segment is well positioned to improve income from operations over the long term.

26

Supply Chain Operation

The table below provides summary information for the SCO segment for the three years ended December 31:

(in thousands of dollars)	2011			2010			2009			2011 vs 2010			2010 vs 2009
Revenue	$	119,356		$	90,962		$	76,106			31.2	%		19.5	%
Income from operations	$	10,263		$	6,899		$	5,480			48.8	%		25.9	%
Operating ratio		91.4	%		92.4	%		92.8	%

Revenue for the SCO segment increased by 31.2% to $119.4 million compared to $91.0 million in 2010. The SCO segment posted record income from operations of $10.3 million, a 48.8% increase over 2010. The increase in income from operations for 2011 can be attributed to a full year of activity from two dedicated facilities in New Mexico and Utah which were added in 2010. In addition, the SCO segment also added a new dedicated facility in Sacramento, California at the end of the 2011 third quarter. As at December 31, 2011, the SCO segment had approximately 2.0 million square feet under management. Furthermore, the SCO segment participated in its first consulting contract during 2011 and recorded $0.3 million of consulting revenue. Management expects to open two to three additional supply chain solution facilities in the next twelve months. These results represented a record year for the SCO segment and should the current trend in activity levels persist, results in the upcoming year should exceed the previous year’s results.

RESULTS OF OPERATIONS

2010 COMPARED TO 2009

CONSOLIDATED RESULTS

Revenue increased by 13.0% to $672.6 million in 2010 from $595.3 million in 2009. Revenue in the LTL and SCO segments increased 12.0% and 19.5% respectively. Revenue for the 2010 year was impacted by a stronger Canadian dollar and an increase in fuel surcharge revenue accounting for approximately $35.4 million of the consolidated revenue improvement. Excluding the impact of fuel surcharge revenue and a stronger Canadian dollar, 2010 revenue compared to 2009 improved 7.0%. Detailed explanations for the fluctuations in revenue and income from operations are discussed below and in “Segmented Results”.

Salaries, wages and employee benefits increased 2.8% to $263.3 million for 2010 compared $256.2 million in 2009. This increase can be attributed to an increase in average employee headcount to 4,907 employees in 2010 compared to 4,797 employees for 2009. Headcount increased 2.2% in the LTL segment and 2.6% in the SCO segment. Commencing January 1, 2011, Vitran committed to return a quarter of the 5% wage reduction received from its employees in 2009 at the start of each quarter in 2011.

Purchased transportation increased 26.1% in 2010 compared to 2009 due to an increase in LTL segment activity as indicated by the 5.8% increase in shipments and the 4.6% increase in length of haul within the U.S. LTL business unit. Although purchased transportation is higher than management desires, the increase was partially offset by a reduction in driver wages as a percentage of revenue. Should the U.S. LTL business unit continue to experience significant shipment growth above the 2010 levels, purchased transportation expense will continue to grow. It is management’s intention to replace purchased transportation with company drivers and equipment as lane density, revenue per hundredweight and financial results appear sustainable and warrant the commitment to company drivers and the investment in equipment. Lastly, increased shipment levels in the Canadian LTL business unit and rate increases from the railway resulted in an increase in this business unit’s purchased transportation costs in 2010.

Depreciation and amortization expense declined 2.9% for 2010 compared to 2009, and is primarily attributable to the sale of rolling stock and buildings during the year. The Company sold facilities in Cleveland, Ohio, Grand Rapids, Michigan and Mattoon, Illinois. These rolling stock and facility sales resulted in gains on dispositions of approximately $0.2 million in 2010.

Maintenance expense increased 6.5% to $28.8 million for 2010 compared to $27.1 million for 2009. However, as a percentage of revenue, maintenance expense declined to 4.3% for 2010 compared to 4.5% for 2009. The decline in maintenance expense as a percentage of revenue can be attributed to the 650 new units of rolling stock added in the fourth quarter of 2009 and 406 pieces of new rolling stock added in 2010.

27

Rents and leases expense increased 5.6% for 2010 compared to 2009. The increase is a result of the aforementioned 650 new units of rolling stock added in the fourth quarter of 2009 and 406 pieces of new rolling stock added in 2010, all financed by operating lease commitments.

Purchased labor and owner operator expenses increased 20.5% for 2010 compared to 2009, primarily driven by the increase in owner operator expenses in the Canadian LTL business unit and the increases in purchased labour within the SCO segment consistent with their increase in activity levels.

Fuel and fuel-related expenses increased 32.4% for 2010 compared to 2009. The average price of diesel increased approximately 22.6% in 2010 compared 2009. Furthermore, the LTL segment’s consumption increased due to the increase in activity as indicated by the 5.8% improvements in shipments and the 4.6% growth in the length of haul in the U.S. LTL business unit.

The Company incurred interest expense of $7.3 million in 2010 compared to interest expense of $9.5 million in 2009. The Company’s interest rate spread on its syndicated revolving and term debt was on average 60 basis points less than 2009. In addition the Company reduced total balance sheet debt to $73.3 million at December 31, 2010 compared to $90.2 million at December 31, 2009. Lastly, with the reduction in its aggregate debt outstanding and improved earnings in 2010, the Company earned an additional 50 basis point reduction on its syndicated interest rate margins commencing in the first quarter of 2011.

In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“FASB ASC”) 740-10, included in the 2010 tax expense is the recognition of a $39.6 million valuation allowance for all U.S. deferred tax assets. The majority of the deferred tax assets were for timing differences related to tax deductible goodwill and net loss carryforwards. The net operating loss carryforwards will begin to expire in 2027 and will continue to be available to offset future years taxable income. Management believes the Company will generate sufficient taxable income to use these losses in the future, but not to the level of certainty required by FASB ASC 740-10.

On November 30, 2010 the Company sold the majority of the rolling stock of the former Truckload segment for proceeds of $3.0 million and retained the net working capital of $2.0 million. The Company recorded a gain of $2.2 million on the equipment sold and wrote off the remaining $4.8 million of goodwill attributable to this business. The operating results and divestiture of the segment have been recorded as a discontinued operation.

Net loss from continuing operations, including the aforementioned valuation allowance, was $38.0 million for 2010 compared to a net loss from continuing operations of $4.6 million in 2009. This resulted in basic and diluted loss per share from continuing operations of $2.34 for the current year compared to loss per basic and diluted share from continuing operations of $0.32 in 2009. Loss from discontinued operations was $2.1 million compared to income from discontinued operations of $0.6 million in 2009. Therefore, the Company posted a net loss of $40.2 million for 2010 compared to a net loss of $4.0 million in 2009. This resulted in basic and diluted loss per share of $2.47 for the current year compared to a loss per basic and diluted share of $0.28 in 2009.

SEGMENTED RESULTS

LTL (Less-than-truckload)

Revenue in the LTL segment increased by 12.0% to $581.6 million in 2010 compared to $519.2 million in 2009. The increase in revenue was influenced by fuel surcharge which represented 12.5% of revenue in 2010 compared to 10.2% in 2009. Therefore, revenue net of fuel surcharge for 2010 increased 9.1% compared to 2009. Revenue was impacted by a slight improvement in the North American economic environment and more importantly improved pricing in the LTL segment as indicated by the increase in shipments of 6.5% and increase in revenue per hundred weight of 4.9%.

Shipments per day in the U.S. LTL business unit increased 5.8% for 2010 compared to 2009. This can be attributed to integrated operating footprint in the United States allowing the business to expand its service offering across longer lanes and achieve market share growth. This was confirmed by a 4.6% increase in length of haul for 2010. In addition from February 2010, when the business unit commenced its pricing initiative, to December 31, 2010 revenue per hundredweight excluding fuel surcharge improved 7.7%.

28

The LTL segment made additional enhancements early in April of 2009, re-engineering its linehaul and pick-up and delivery operations to reduce claims expense, dock handling costs and linehaul expenses, as well as a 5% reduction in wages and salaries for all employees. These changes along with the 2010 consolidation of the U.S. LTL purchasing department resulted in income from operations for 2010 and an operating ratio of 99.2% for the year compared to 100.5% for 2009.

Supply Chain Operation

Revenue for the SCO segment increased by 19.5% to $91.0 million compared to $76.1 million in 2009. The SCO segment posted record income from operations of $6.9 million, a 25.9% increase over 2009. The increase in income from operations for 2010 can be attributed to a full year of activity from the 275,000 square feet of distribution space added in Ontario, California and San Antonio, Texas in 2009. In addition, the SCO segment also added a combined 75,000 square feet of distribution space in Salt Lake City, Utah and Albuquerque, New Mexico in the third quarter of 2010. As at December 31, 2010, the SCO segment had approximately 2.1 million square feet under management compared to 2.0 million square feet under management at December 31, 2009 that contributed to the record results.

Notes:

(1) Refer to note 4 in Item 6 – Selected Financial Data

(2) A shipment is a single movement of goods from a point of origin to its final destination as described on a bill of lading document.

(3) Weight represents the total pounds shipped by each LTL business unit.

(4) Revenue per shipment represents revenue divided by the number of shipments.

(5) Revenue per hundredweight is the price obtained for transporting 100 pounds of LTL freight from point to point, calculated by dividing the revenue for an LTL shipment by the hundredweight (weight in pounds divided by 100) for a shipment.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from continuing operations generated to $6.6 million in 2011 compared to $18.1 million in 2010. The Company generated a net loss from continuing operations, and depreciation and amortization expense was $2.0 million lower compared to 2010. Accounts receivable, the critical influencer for working capital changes at a transportation company, increased at December 31, 2011 compared to December 31, 2010 due to an approximate 20% increase in fourth quarter revenue compared to the same period in 2010 due to the additional business from the Milan acquisition. Although revenue increased, the Company’s average days sales outstanding (“DSO”) improved to 38.8 days compared to 42.3 days at December 31, 2010.

The Company’s future operating cash flows are largely dependent upon the Company’s profitability and its ability to manage its working capital requirements, primarily accounts receivable, accounts payable, and wage and benefit accruals.

On February 19, 2011, the Company acquired selected assets of Milan, a private carrier headquartered in Milan, Tennessee for $7.6 million. Milan added new coverage to Vitran’s network in the states of Alabama, Georgia, Mississippi, North Carolina and South Carolina. The acquisition was financed by a $6.0 million operating lease from a third party. The remainder of the purchase price was financed by the Company’s revolving credit facility. An additional $0.1 million of cash consideration was paid in the third quarter as Vitran continued to operate in three out of the five new states that were added to the Company’s pre-existing network.

On November 30, 2011, the Company entered into a new three-year bank syndicated asset-based revolving credit agreement providing up to $85 million. The Company decreased interest spreads a minimum of 125 basis points under the new revolving debt facility. In addition, on November 30, 2011, the Company entered into a new seven-year Cdn $45.7 million real estate term credit facility, secured by specific real estate in Canada. The new real estate term facility has a fixed rate of interest at 4.75% and a 25 year amortization period. The proceeds from the new credit facilities were used to extinguish the previous term debt and previous revolving debt facilities which were to mature in July 2012. Consequently, the Company wrote-off $1.0 million of previously capitalized financing fees and paid $2.3 million in fees to complete the two new aforementioned credit facilities.

29

At December 31, 2011, interest-bearing debt was $73.9 million consisting of $21.9 million drawn under the syndicated asset based revolving credit facility, $45 million of real estate term debt, $3.5 million of term debt and $3.5 million of capital leases. At December 31, 2010, interest-bearing debt was $73.3 million consisting of $19.5 million of term debt, capital leases of $5.8 million and $48.0 million drawn under the revolving credit facility.

During the year, the Company repaid $16.0 million of term debt, $3.6 million of capital leases and drew down $18.9 million under its revolving credit facilities. At December 31, 2011, the Company had $34.7 million of availability in its revolving credit facility, net of outstanding letters of credit to achieve its future operational and capital objectives.

The Company generated $1.8 million in proceeds and a loss on sale of $0.4 million, excluding the $1.5 million loss on held for sale real estate, on the divestiture of surplus facilities in Columbus OH; Albert Lea, MN; Watertown, SD; Benson, MN; Ft. Wayne, IN; and Winsted, MN, as well as miscellaneous equipment throughout the year. In 2011, the Company completed a sale and leaseback of its Chicago, IL distribution facility within the Supply Chain Operation. Consequently, the Company signed a seven-year lease and generated proceeds of $6.5 million. Capital expenditures amounted to $9.3 million for 2011 and were primarily funded out of proceeds from the sale of rolling stock and facilities and the revolving credit facility. The capital expenditures in 2011 were for facilities in Knoxville, TN; Atlanta GA; Tifton, GA; Jackson, MS; Mobile, AL; and Montgomery, AL, rolling stock, and information technology expenditures.

The table below sets forth the Company’s capital expenditures for the years ended December 31, 2011, 2010 and 2009.

(in thousands of dollars)	Year ended December 31,
	2011		2010		2009
Real estate and buildings	$	4,647	$	4,954	$	735
Tractors		1,081		722		604
Trailing fleet		386		1,150		2,611
Information technology		948		562		351
Leasehold improvements		274		398		229
Other equipment		1,995		1,501		477
Total	$	9,331	$	9,287	$	5,007

Management estimates that cash capital expenditures for the 2012 fiscal year will be between $10.0 million and $15.0 million. The Company may enter into operating leases to fund the acquisition of specific equipment should the business levels exceed the current equipment capacity of the Company. The Company expects to finance its capital requirements with cash flow from operations, operating leases and, if required, its $34.7 million of unused credit facilities.

The Company has contractual obligations that include long-term debt consisting of term debt facilities, revolving credit facilities, capital leases for operating equipment and off-balance sheet operating leases primarily consisting of tractor, trailing fleet and real estate leases. Operating leases form an integral part of the Company’s financial structure and operating methodology as they provide an alternative cost-effective and flexible form of financing. The following table summarizes our significant contractual obligations and commercial commitments as of December 31, 2011:

(in thousands of dollars)			Payments due by period
Contractual Obligations	Total		2012		2013 & 2014		2015 & 2016		Thereafter
Term credit facilities	$	3,500	$	3,500	$	Nil	$	Nil	$	Nil
Real estate facility		44,961		961		2,076		2,276		39,648
Revolving credit facilities		21,910		Nil		21,910		Nil		Nil
Capital lease obligations		3,518		2,356		726		436		Nil
Estimated interest payments (1)		15,981		2,968		5,391		3,942		3,680
Sub-total	$	89,870	$	9,785	$	30,103	$	6,654	$	43,328
Off-balance sheet commitments
Operating leases		107,520		33,454		49,661		22,833		1,572
Purchase Obligations (2)		19,336		19,336		Nil		Nil		Nil
Total contractual obligations	$	216,726	$	62,575	$	79,764	$	29,487	$	44,900

30

(1) The Company has estimated its interest obligation on its fixed and variable rate obligations. For fixed rate debt, the fixed rate was used to determine the interest rate obligation. For variable rate debt, the variable rate in place at December 31, 2011 was used to determine the total interest obligation.

(2) The Company has a contractual obligation for approximately $19.3 million for the purchase of trailers in 2012. The Company has commitments to finance the purchase with an operating lease.

In addition to the above-noted contractual obligations, as at December 31, 2011, the Company utilized the revolving credit facility for standby letters of credit of $19.5 million. The letters of credit are used as collateral for self-insured retention of insurance claims. Export Development Canada (“EDC”), a Crown corporation wholly owned by the government of Canada, provides guarantees up to $12.2 million on LOC’s to the Company’s syndicated lenders. In so doing, the Company’s definition of available debt in the associated revolving credit agreement excludes LOC’s guaranteed by the EDC.

A significant decrease in demand for our services could limit the Company’s ability to generate cash flow and affect its profitability. The Company’s new asset-based revolving credit agreement is subject to financial maintenance tests that trigger when certain events occur, that will require the Company to achieve stated levels of financial performance, which, if not achieved, could cause an acceleration of the payment schedules. Should the current macro-economic environment further destabilize, and if triggered, the Company may fail to comply with the aforementioned debt covenants within the next twelve months. Assuming no significant decline in business levels or financial performance, Management expects that existing working capital, together with available revolving credit facilities, will be sufficient to fund operating and capital requirements as well as service the contractual obligations.

OUTLOOK

The 2011 fiscal year was another challenging year for the Company, however, the North American transportation environment continued to show positive economic signs throughout the year. Vitran continued to strengthen its balance sheet by refinancing its debt at lower interest rates and reducing overall debt compared to the prior year in the face of reduced operating results.

The LTL segment plans to continue to pursue revenue and cost strategies aimed at improving service, building density at reasonable prices, reducing maintenance costs and improving productivity. Management is executing an operational plan that should improve the service and efficiency of the operation. The most significant opportunity remains in the U.S. LTL business unit and management’s continued focus is to improve the contribution to operating results of this business unit. Furthermore, if the pricing environment continues its positive momentum and the Company has the opportunity to cross sell its customers into and out of its new territory within the southern states of North Carolina, South Carolina, Georgia, Alabama and Mississippi, financial results can improve.

The SCO segment plans to continue to pursue new business opportunities that will maximize its existing infrastructure or expand the square footage under management. A new dedicated contract came on line at the end of September 2011 and with an additional two to three new dedicated facilities expected in 2012, the SCO segment should outpace the prior year financial results. Furthermore, the SCO segment plans to continue to introduce its existing and potential client base to the services of the LTL segment to further align the Company’s customers with the Company’s product offerings.

Management believes that now more so than ever, should operational initiatives take hold, activity levels and pricing initiatives continue to improve and additional contracts in the SCO segment come on line, the Company is positioned to dramatically improve operating results in 2012.

31

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Revenue Recognition

The Company’s LTL and Freight Brokerage operations recognize revenue upon the delivery of the related freight expenses and direct shipment costs as incurred. For the LTL segment transportation services not completed at the end of a reporting period, revenue is recognized based on relative transit time in each period with expenses recognized as incurred. Revenue for the SCO segment is recognized as the management services are provided. Critical revenue-related policies and estimates for the Company’s LTL business unit relate to revenue adjustments and allowance for doubtful accounts. Critical revenue-related policies and estimates for the Company’s SCO segment include allowance for doubtful accounts. At December 31, 2011, the allowance for doubtful accounts was $2.9 million or approximately 3.5% of total trade receivables. The Company believes that its revenue recognition policies are appropriate and that its revenue-related estimates and judgments provide a reasonable approximation of actual revenue earned.

Estimated Revenue Adjustments

Generally, the pricing assessed by companies in the LTL business is subject to subsequent adjustments due to several factors, including weight and freight classification verifications, shipper bill of lading errors, pricing discounts and other miscellaneous revenue adjustments. Revenue adjustments are evaluated and updated based on revenue levels, current trends and historical experience. These revenue adjustments are recorded as a reduction in revenue from operations and accrued for in the allowance for doubtful accounts.

Allowance for Doubtful Accounts

The Company records an allowance for doubtful accounts related to accounts receivable that may potentially be impaired. The Company’s allowance is estimated by (1) a percentage of its aged receivables reflecting the current business environment, customer and industry concentrations, and historical experience and (2) an additional allowance for specifically identified accounts that are significantly impaired. A change to these factors could impact the estimated allowance. The provision for bad debts is recorded in selling, general and administrative expenses.

Claims and Insurance Accruals

Claims and insurance accruals reflect the estimated ultimate total cost of claims, including amounts for claims incurred but not reported and future claims development, for cargo loss and damage, bodily injury and property damage, workers’ compensation, long-term disability and group health. In establishing these accrued expenses, management evaluates and monitors each claim individually and claim frequency. Factors such as historical experience, known trends and third party estimates help determine the appropriate reserves for the estimated liability. Changes in severity of previously reported claims, significant changes in the medical costs and legislative changes affecting the administration of the plans could significantly impact the determination of appropriate reserves in future periods. In Canada, the Company has a $50,000 deductible and in the United States $350,000 self-insurance retention (“SIR”) per incident for auto liability, casualty and cargo claims. In the United States, the Company has a $350,000 SIR per incident for workers’ compensation and $250,000 SIR per incident for employee medical.

In addition to estimates within the self-insured retention, management makes judgments concerning the coverage limits. If any claim was to exceed the coverage limits, the Company would have to accrue for the excess amount. The estimate would include evaluation whether a claim may exceed such limits and, if so, by how much. A claim or group of claims of this nature could have a material adverse effect on the Company’s results from operations. Currently management is not aware of any claims exceeding the coverage limit.

Goodwill and Intangible Assets

The Company performs its goodwill impairment test annually and more frequently if events or changes in circumstances indicate that an impairment loss may have occurred. Impairment is tested at the reporting unit level by comparing the reporting unit’s carrying amount to its implied fair value. The methodology used to measure fair value is a discounted cash flow method which is an income approach, and a market approach which estimates fair

32

value using market multiples of appropriate financial measures compared to a set of comparable public companies in the transportation and logistics industry. The fair value methods require certain assumptions for growth in earnings before interest, taxes and depreciation, future tax rates, capital re-investment, fair value of the assets and liabilities, and discount rate. Actual impairment of goodwill could differ from these assumptions based on market conditions and other factors. In the event goodwill is determined to be impaired, a charge to earnings would be required. As at September 30, 2011, Vitran completed its annual goodwill impairment test and concluded that there was no impairment.

Property and Equipment

Property and equipment are recorded at cost and depreciated on a straight-line basis over their estimated useful lives. Management establishes appropriate useful lives for all property and equipment based upon, among other considerations, historical experience, change in equipment manufacturing specifications, the used equipment market and prevailing industry practice. Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of property and equipment may not be recoverable. When indicators of potential impairment are present, the recoverability of the assets would be assessed from the estimated undiscounted future operating cash flows expected from the use of the assets. Actual recoverability of assets could differ based on different assumptions, estimates or other factors. In the event that recoverability was impaired, the fair value of the asset would be recorded and an impairment loss would be recognized. Management believes its estimates of useful lives and salvage values have been reasonable as demonstrated by the insignificant amounts of gains and losses on revenue equipment dispositions.

Share-Based Compensation

Under the Company’s stock option plan, options to purchase common shares of the Company may be granted to key employees, officers and directors of the Company and its affiliates by the Board of Directors or by the Company’s Compensation Committee. The Company accounts for stock options in accordance with FASB ASC 718 with compensation expense amortized over the vesting period based on the Black-Scholes-Merton fair value on the grant date. The assumptions used to value stock options are dividend yield, expected volatility, risk-free interest rate, expected life and anticipated forfeiture. The Company does not pay any dividends on its common shares, therefore the dividend yield is zero. We use the historical method to calculate volatility with the historical period being equal to the expected life of each option. This calculation is then used to approximate the potential for the share price to increase over the expected life of the option. The risk-free interest rate is based on the government of Canada issued bond rate in effect at the time of the grant. Expected life represents the length of time the option is estimated to be outstanding before being exercised or forfeited. Historical information is used to determine the forfeiture rate.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Significant judgment is required in determining whether deferred tax assets will be realized in full or in part. If it were ever estimated that it is more likely than not that all or some portion of specific deferred tax assets will not be realized, a valuation allowance must be established for the amount of deferred tax assets that is estimated not to be realized. A valuation allowance for deferred tax assets of $48.4 million was recorded at December 31, 2011. Accordingly, if the facts or financial results were to change, thereby impacting the likelihood of realizing the deferred tax assets, judgment would have to be applied to estimate the amount of valuation allowance required in any given period.

FASB ASC 740-10 requires that uncertain tax positions are evaluated in a two-step process, whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority.

33

Management judgment is also required regarding a variety of other factors, including the appropriateness of tax strategies, expected future tax consequences, and to the extent tax strategies are challenged by taxing authorities. We utilize certain income tax planning strategies to reduce our overall cost of income taxes. It is possible that certain strategies might be disallowed, resulting in an increased liability for income taxes. Significant management judgments are involved in assessing the likelihood of sustaining the strategies and an ultimate result worse than our expectations could adversely affect our results of operations. In 2010, the Internal Revenue Service and Canada Customs and Revenue Agency completed audits without material consequences.

CHANGES IN ACCOUNTING POLICY

See Note 1 to the accompanying consolidated financial statements for discussion of United States GAAP recent accounting pronouncements.

RELATED PARTIES

None.

34

ITEM 7. A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE SENSITIVITY

The Company is exposed to the impact of interest rate changes. The Company’s exposure to changes in interest rates is limited to borrowings under the term bank facilities and revolving credit facilities that have variable interest rates tied to the LIBOR rate. We estimate that the fair value of the long-term debt approximates its carrying value.

(in thousands of dollars)				Payments due by period
Long-term debt	Total			2012			2013 & 2014			2015 & 2016			Thereafter
Variable Rate
Term bank facility	$	3,500		$	3,500		$	Nil		$	Nil		$	Nil
Average interest rate (LIBOR)		3.07	%		3.07	%
Revolving credit facility		21,910			Nil			21,910			Nil			Nil
Average interest rate (LIBOR)		2.81	%					2.81	%
Fixed Rate
Real estate facility		44,961			961			2,076			2,276			39,648
Interest Rate		4.75	%		4.75	%		4.75	%		4.75	%		4.75	%
Capital lease obligations		3,518			2,356			726			436			Nil
Average interest rate		6.15	%		6.15	%		6.15	%		6.15	%
Total	$	73,889		$	6,817		$	24,712		$	2,712		$	39,648

The Company is exposed to foreign currency risk as fluctuations in the United States dollar against the Canadian dollar can impact the financial results of the Company. The Company’s Canadian operations realize foreign currency exchange gains and losses on the United States dollar denominated revenue generated against Canadian dollar denominated expenses. Furthermore, the Company reports its results in United States dollars thereby exposing the results of the Company’s Canadian operations to foreign currency fluctuations. In addition, the Company’s United States dollar debt of $0.5 million is designated as a hedge of the investment in the United States’ self-sustaining foreign operations.

In addition to the information disclosed above, further information required by Item 7A of Form 10-K appears in Item 1.A and Item 7 of this Annual Report on Form 10-K under the headings “Risks and Uncertainties” and “Liquidity and Capital Resources”, respectively.

ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Balance Sheets as at December 31, 2011 and 2010 and the Consolidated Statements of Income (Loss), Shareholders’ Equity and Cash Flows for the years ended December 31, 2011, 2010 and 2009, are reported on by KPMG LLP, Chartered Accountants. These statements are prepared in accordance with United States GAAP.

35

MANAGEMENT RESPONSIBILITY OVER FINANCIAL REPORTING

The Consolidated Financial Statements of the Company are the responsibility of management and have been prepared in accordance with United States GAAP and, where appropriate, reflect estimates based on management’s judgement. In addition, all other information contained in the Annual Report on Form 10-K is also the responsibility of management.

The Company maintains systems of internal accounting and administrative controls designed to provide reasonable assurance that the financial information provided is accurate and complete and that all assets are properly safeguarded.

The Board of Directors is responsible for ensuring that management fulfills its responsibility for financial reporting and is ultimately responsible for reviewing and approving the Consolidated Financial Statements. The Board appoints the Audit Committee, comprised of non-management directors, which meets with management and KPMG LLP, the external auditors, at least once a year to review, among other things, accounting policies, annual financial statements, the result of the external audit examination, and the management discussion and analysis included in the Annual Report on Form 10-K. The Audit Committee reports its findings to the Board of Directors so that the Board may properly approve the financial statements. Additional commentary on corporate governance appears in the Company’s proxy statement for the 2012 Annual Meeting of its Shareholders and the information therein is incorporated herein by reference.

36

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Vitran Corporation Inc.

We have audited the accompanying consolidated balance sheets of Vitran Corporation Inc. as of December 31, 2011 and December 31, 2010 and the related consolidated statements of income (loss), shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2011. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule included in Item 15(a)(2) of Form 10-K. These consolidated financial statements are the responsibility of Vitran Corporation Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Vitran Corporation Inc. as at December 31, 2011 and December 31, 2010, and its consolidated results of operations and its consolidated cash flows for the years in the three-year period then ended in conformity with U.S. generally accepted accounting principles.

As discussed in note 1 to the consolidated financial statements, on January 1, 2011, Vitran Corporation Inc. adopted FASB Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosure about Fair Value Measurements, for requirements to separately disclose purchases sales, issuances and settlements of recurring Level 3 fair value measurements. On January 1, 2010, Vitran Corporation Inc. adopted FASB ASU No. 2010-06, Improving Disclosure about Fair Value Measurements except for the requirement to separately disclose purchases, sales, issuances and settlements of recurring Level 3 fair value measurements which is effective January 1, 2011.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Vitran Corporation Inc.’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 7, 2012 expressed an unqualified opinion on the effectiveness of Vitran Corporation Inc.’s internal control over financial reporting.

/s/ KPMG LLP

Chartered Accountants, Licensed Public Accountants

Toronto, Canada

February 7, 2012

37

VITRAN CORPORATION INC.

Consolidated Balance Sheets

(Amounts in thousands of United States dollars)

December 31, 2011 and 2010

	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	1,204		$	—
Accounts receivable		83,479			72,212
Inventory, deposits and prepaid expenses		11,872			9,761
Current assets of discontinued operations (note 2)		—			1,683
Deferred income taxes (note 9)		175			110
Total current assets		96,730			83,766
Property and equipment (note 5)		125,219			138,847
Intangible assets (note 6)		5,805			8,268
Goodwill (note 7)		14,314			14,453
Total assets	$	242,068		$	245,334
Liabilities and Shareholders’ Equity
Current liabilities:
Bank overdraft	$	—		$	3,906
Accounts payable and accrued liabilities (note 1(r))		80,818			68,955
Income and other taxes payable		1,266			154
Current liabilities of discontinued operations (note 2)		61			2,410
Current portion of long-term debt (note 8)		6,817			19,545
Total current liabilities		88,962			94,970
Long-term debt (note 8)		67,072			49,838
Other		—			519
Deferred income taxes (note 9)		1,061			1,160
Shareholders’ equity:
Common shares, no par value, unlimited authorized, 16,331,241 and 16,300,041 issued and outstanding in 2011 and 2010, respectively (note 10)		99,746			99,658
Additional paid-in capital		5,334			4,838
Accumulated deficit		(24,914	)		(10,901	)
Accumulated other comprehensive income (loss) (note 4)		4,807			5,252
Total shareholders’ equity		84,973			98,847
Lease commitments (note 15)
Contingent liabilities (note 17)
Total liabilities and shareholders’ equity	$	242,068		$	245,334

See accompanying notes to consolidated financial statements.

38

VITRAN CORPORATION INC.

Consolidated Statements of Income (Loss)

(Amounts in thousands of United States dollars, except per share amounts)

Years ended December 31, 2011, 2010 and 2009

	2011			2010			2009
Revenue	$	805,598		$	672,556		$	595,321
Salaries, wages and other employee benefits		308,770			263,331			256,203
Purchased transportation		130,218			112,318			89,042
Depreciation and amortization		16,398			18,410			18,966
Maintenance		36,411			28,831			27,079
Rents and leases		38,582			28,769			27,233
Purchased labour and owner operators		78,412			66,532			55,218
Fuel and fuel related expenses		134,732			89,210			67,372
Other operating expenses		64,458			58,459			55,694
Other loss (income)		1,938			(151	)		(286	)
		809,919			665,709			596,521
Income (loss) from continuing operations before the undernoted		(4,321	)		6,847			(1,200	)
Interest on long-term debt		(6,804	)		(7,328	)		(9,510	)
Interest income		1			1			14
		(6,803	)		(7,327	)		(9,496	)
Loss from continuing operations before income taxes		(11,124	)		(480	)		(10,696	)
Income tax expense (recovery) (note 9)		2,889			37,569			(6,089	)
Net loss from continuing operations		(14,013	)		(38,049	)		(4,607	)
Discontinued operations, net of income taxes (note 2)		—			(2,133	)		635
Net loss	$	(14,013	)	$	(40,182	)	$	(3,972	)
Income (loss) per share:
Basic:
Net income (loss) from continuing operations	$	(0.86	)	$	(2.34	)	$	(0.32	)
Discontinued operations income (loss)		—			(0.13	)		0.04
Net income (loss)		(0.86	)		(2.47	)		(0.28	)
Diluted:
Net income (loss) from continuing operations	$	(0.86	)	$	(2.34	)	$	(0.32	)
Discontinued operations income (loss)		—			(0.13	)		0.04
Net income (loss)		(0.86	)		(2.47	)		(0.28	)
Weighted average number of shares:
Basic		16,326,760			16,277,522			14,293,747
Diluted		16,326,760			16,277,522			14,381,147

See accompanying notes to consolidated financial statements.

39

VITRAN CORPORATION INC.

Consolidated Statements of Shareholders’ Equity

(Amounts in thousands of United States dollars)

Years ended December 31, 2011, 2010 and 2009

		000000		000000		000000			000000			000000			000000
	Common shares				Additional     paid-in capital			Retained     earnings (deficit)			Accumulated     Other comprehensive income (loss)			Total     shareholders’     equity
	Number		Amount
December 31, 2010		16,300,041	$	99,658	$	4,838		$	(10,901	)	$	5,252		$	98,847
Shares issued upon exercise of employee stock options		31,200		88		(5	)		—			—			83
Net loss		—		—		—			(14,013	)		—			(14,013	)
Other comprehensive loss (note 4)		—		—		—			—			(445	)		(445	)
Share-based compensation (note 10)		—		—		501			—			—			501
December 31, 2011		16,331,241	$	99,746	$	5,334		$	(24,914	)	$	4,807		$	84,973

		00,000		00,000		00,000		00,000			00,000		00,000
	Common shares				Additional     paid-in capital		Retained     earnings (deficit)			Accumulated     Other comprehensive income (loss)		Total     shareholders’     equity
	Number		Amount
December 31, 2009		16,266,441	$	99,584	$	4,264	$	29,281		$	2,658	$	135,787
Shares issued upon exercise of employee stock options		33,600		74		—		—			—		74
Net loss		—		—		—		(40,182	)		—		(40,182	)
Other comprehensive loss (note 4)		—		—		—		—			2,594		2,594
Share-based compensation (note 10)		—		—		574		—			—		574
December 31, 2010		16,300,041	$	99,658	$	4,838	$	(10,901	)	$	5,252	$	98,847

		000,0,0		000,0,0		000,0,0		000,0,0			000,0,0			000,0,0
	Common shares				Additional     paid-in capital		Retained     earnings (deficit)			Accumulated     Other comprehensive income (loss)			Total     shareholders’     equity
	Number		Amount
December 31, 2008		13,498,159	$	77,500	$	3,525	$	33,253		$	(3,035	)	$	111,243
Shares issued upon exercise of employee stock options		70,000		333		—		—			—			333
Shares issued in private placement		2,698,282		21,751		—		—			—			21,751
Net loss		—		—		—		(3,972	)		—			(3,972	)
Other comprehensive loss (note 4)		—		—		—		—			5,693			5,693
Share-based compensation (note 10)		—		—		739		—			—			739
December 31, 2009		16,266,441	$	99,584	$	4,264	$	29,281		$	2,658		$	135,787

See accompanying notes to consolidated financial statements.

40

VITRAN CORPORATION INC.

Consolidated Statements of Cash Flows

(Amounts in thousands of United States dollars)

Years ended December 31, 2011, 2010 and 2009

	2011			2010			2009
Cash provided by (used in):
Operations:
Net loss	$	(14,013	)	$	(40,182	)	$	(3,972	)
Items not involving cash from operations:
Depreciation and amortization		16,398			18,410			18,966
Deferred income taxes		413			37,919			(6,972	)
Loss (gain) on sale of property and equipment		1,938			(151	)		(286	)
Share-based compensation expense		501			574			739
Loss (income) on discontinued operations		—			2,133			(635	)
Change in non-cash working capital components		1,366			(583	)		(1,121	)
Continuing operations		6,603			18,120			6,719
Discontinued operations		(666	)		3,882			1,916
		5,937			22,002			8,635
Investments:
Purchases of property and equipment		(8,014	)		(9,287	)		(5,007	)
Proceeds on sale of property and equipment		8,316			1,836			1,657
Additional payments due to acquisition of subsidiary		—			—			(1,000	)
Proceeds on sale of selected Frontier assets		—			3,011			—
Acquisition of business assets		(1,737	)		—			—
		(1,435	)		(4,440	)		(4,350	)
Financing:
Change in revolving credit facility and bank overdraft		18,920			(1,559	)		948
Repayment of long-term debt		(16,000	)		(14,480	)		(19,396	)
Proceeds from long-term debt		—			3,500			—
Repayment of capital leases		(3,610	)		(4,358	)		(5,804	)
Financing costs		(2,286	)		—			(414	)
Issue of common shares upon exercise of stock options		83			74			333
Issue of common shares in private placement, net		—			—			21,318
		(2,893	)		(16,823	)		(3,015	)
Effect of foreign exchange translation on cash		(405	)		(739	)		(1,270	)
Increase in cash and cash equivalents		1,204			—			—
Cash and cash equivalents, beginning of year		—			—			—
Cash and cash equivalents, end of year	$	1,204		$	—		$	—
Change in non-cash working capital components:
Accounts receivable	$	(11,267	)	$	(6,819	)	$	(3,294	)
Inventory, deposits and prepaid expenses		175			1,325			711
Income and other taxes recoverable/payable		1,112			(683	)		28
Accounts payable and accrued liabilities		11,346			5,594			1,434
	$	1,366		$	(583	)	$	(1,121	)
Supplemental cash flow information:
Interest paid	$	5,104		$	6,471		$	8,957
Income taxes paid		2,410			2,553			1,758
Supplemental disclosure of non-cash transactions:
Capital lease additions		1,317			—			—

See accompanying notes to consolidated financial statements.

41

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

1. Significant accounting policies:

(a) Description of the business:

Vitran Corporation Inc. (“Vitran” or the “Company”) is a North American provider of freight services and distribution solutions to a wide variety of companies and industries. Vitran offers less-than-truckload (“LTL”) service throughout Canada and the United States. Vitran’s supply chain operation (“SCO”) offers logistics solutions in Canada and the United States, including warehousing, inventory management and flow-through distribution facilities, as well as freight brokerage services.

(b) Basis of presentation:

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated on consolidation.

These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Canadian Securities regulations allow issuers that are required to file reports with the Securities and Exchange Commission in the United States to file financial statements under United States GAAP to meet their continuous disclosure obligations in Canada. All amounts in these consolidated financial statements are expressed in United States dollars, unless otherwise stated.

(c) New accounting pronouncements:

FASB Accounting Standard Update (“ASU”) No. 2011-08, Testing Goodwill for Impairment, permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. FASB ASU No. 2011-08 will be adopted by the Company on January 1, 2012.

FASB ASU No. 2011-05, Presentation of Comprehensive Income, requires entities to present net income and comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and comprehensive income. FASB has amended FASB ASU No. 2011-05 with FASB ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards No. 2011-05, which defers the effective date of certain requirements outlined in FASB ASU No. 2011-05 until further deliberated and reinstates the requirements for presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of FASB ASU No. 2011-05. FASB ASU No. 2011-05 will be adopted by the Company on January 1, 2012.

FASB ASU No. 2010-06, Improving Disclosure about Fair Value Measurements, requires enhanced disclosures about recurring and nonrecurring fair-value measurements including significant transfers in and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances and settlements on a gross basis for Level 3 fair-value measurements. FASB ASU No. 2010-06 was adopted January 1, 2010 except for the requirement to separately disclose purchases, sales, issuances and settlements of recurring Level 3 fair value measurements, which was adopted January 1, 2011.

42

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

1. Significant accounting policies (continued):

(d) Foreign currency translation:

A majority of the Company’s shareholders, customers and industry analysts are located in the United States. Accordingly, the Company has adopted the United States dollar as its reporting currency.

The United States dollar is the functional currency of the Company’s operations in the United States. The Canadian dollar is the functional currency of the Company’s Canadian operations.

Each operation translates foreign currency-denominated transactions into its functional currency using the rate of exchange in effect at the date of the transaction.

Monetary assets and liabilities denominated in a foreign currency are translated into the functional currency of the operation using the year-end rate of exchange giving rise to a gain or loss that is recognized in income during the current year.

The revaluation of United States dollar denominated debt held by the parent entity with a Canadian functional currency, that hedges the net investment in the Company’s United States dollar denominated self-sustaining subsidiaries, is recorded to other comprehensive income. In a hedge of a net investment in self-sustaining foreign subsidiaries, the portion of the gain or loss on the hedging item that is determined to be an effective hedge is recognized in other comprehensive income and the ineffective portion is recognized in earnings. For consolidation purposes, the United States operations are translated into Canadian dollars using the current period-end rate with the resulting translation adjustment recorded in other comprehensive income. For reporting purposes, the consolidated operations are translated into United States dollars using the current rate method. Under this method, all assets and liabilities are translated at the period-end rate of exchange and all revenue and expense items are translated at the average rate of exchange for the period. The resulting translation adjustment is recorded as a separate component of shareholders’ equity.

In respect of other transactions denominated in currencies other than the Canadian dollar, the monetary assets and liabilities of the Company are translated at the year-end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in income.

(e) Revenue recognition:

The Company’s LTL segment and freight brokerage business unit recognize revenue upon the delivery of the related freight and direct shipment costs as incurred. For the LTL segment, revenue for transportation services not completed at the end of a reporting period is recognized based on relative transit time in each period with expenses recognized as incurred. Revenue for the SCO operation is recognized as the management services are provided.

Within the LTL business unit, revenue adjustments are estimated at the end of each quarterly reporting period. These adjustments result from several factors, including weight and freight classification verifications, shipper bill of lading errors, pricing discounts and other miscellaneous revenue adjustments. The revenue adjustments are recorded as a reduction in revenue from operations and accrued for as part of the allowance for doubtful accounts. Allowance for doubtful accounts is recorded as a contra-account to accounts receivable.

43

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

1. Significant accounting policies (continued):

Historical experience, trends and current information are used to update and evaluate the estimate. As at December 31, 2011, revenue adjustments as a percentage of revenue were not material.

(f) Accounts receivable:

Accounts receivable are presented, net of allowance for doubtful accounts of $2.9 million at December 31, 2011 (2010 - $2.7 million).

(g) Cash and cash equivalents:

Cash and cash equivalents include cash on account and short-term investments with original maturities of three months or less and are stated at cost, which approximates market value.

(h) Inventory:

Inventory consists of tires and spare parts and is valued at the lower of average cost and replacement cost.

(i) Property and equipment:

Property and equipment are recorded at cost. Depreciation of property and equipment is provided on a straight-line basis from the date assets are put in service over their estimated useful lives as follows:

Buildings	30 - 31.5 years
Leasehold interests and improvements	Over term of lease
Vehicles:
Trailers and containers	12 years
Trucks	8 years
Machinery and equipment	5 - 10 years

Tires purchased as part of a vehicle are capitalized as a cost to the vehicle. Replacement tires are expensed when placed in service.

(j) Assets held for sale:

The Company has certain assets that are classified as assets held for sale. These assets are carried on the balance sheet at the lower of the carrying amount or estimated fair value, less cost to sell. Once an asset is classified as held for sale, there is no further depreciation taken on the asset. At December 31, 2011, the net book value of assets held for sale was approximately $3.5 million. This amount is included in property and equipment on the consolidated balance sheets. The Company recorded charges of $1.5 million for the year ended December 31, 2011 to reduce properties held for sale to estimate fair value, less cost to sell. These charges are included in loss (gain) on sale of property and equipment in the accompanying statements of consolidated income (loss).

44

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

1. Significant accounting policies (continued):

(k) Goodwill and intangible assets:

FASB Accounting Standards Codification (“ASC”) 350 requires that goodwill and certain intangible assets be assessed for impairment on an annual basis and, more frequently, if indicators of impairment exist, using fair value measurement techniques. The fair value based test involves assumptions regarding long-term future performance of the reporting units, fair value of the assets and liabilities, cost of capital rates, capital re-investment and other assumptions. Actual recovery of goodwill could differ from these assumptions based on the market conditions and other factors. In the event goodwill is determined to be impaired, a charge to earnings would be required. As at September 30, 2011, the Company completed its annual goodwill impairment test and concluded that there was no impairment.

At December 31, 2011, the Company has not identified any indicators that would require re-testing for impairment.

Intangible assets consist of not-to-compete covenants and customer relationships and are amortized on a straight-line basis over their expected lives ranging from three to eight years. During 2011 and 2010, the Company has not identified any indicators that would require testing for an impairment.

FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The determined fair value of reporting units is a Level 3 measurement.

(l) Income taxes:

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Significant judgment is required in determining whether deferred tax assets will be realized in full or in part. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactment. FASB ASC 740-10, Accounting for Uncertainty in Income Taxes, requires that uncertain tax positions are evaluated in a two-step process, whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority.

(m) Share-based compensation:

Under the Company’s stock option plan, options to purchase common shares of the Company may be granted to key employees, officers and directors of the Company by the Board of Directors or by the Company’s Compensation Committee. There are 841,900 options outstanding under the plan. The term of each option is 10 years and the vesting period is five years. The exercise price for options is the trading price of the common shares of the Company on The Toronto Stock Exchange on the day of the grant.

Note 10(b) provides supplemental disclosure for the Company’s stock options.

45

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

1. Significant accounting policies (continued):

(n) Advertising costs:

Advertising costs are expensed as incurred. Advertising costs amounted to $408 in 2011 (2010 - $324; 2009 - $376).

(o) Impairment of long-lived assets:

An impairment is recognized when the carrying amount of a long-lived asset to be held and used exceeds the sum of undiscounted cash flows expected from its use and disposal, and is measured as the amount by which the carrying amount of an asset exceeds its fair value. A long-lived asset should be tested when events or circumstances indicate that its carrying amount may not be recoverable. During 2011 and 2010, the Company has not identified any indicators that would require testing for an impairment.

(p) Derivative instruments:

Derivative instruments are used to hedge the Company’s exposure to changes in interest rates. All derivatives are recognized on the consolidated balance sheets at fair value based on quoted market prices and are recorded in either current or non-current assets or liabilities based on their maturity. Changes in the fair values of derivatives are recorded in income or other comprehensive income, based on whether the instrument is designated as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income are reclassified to income in the period the hedged item affects income. If the underlying hedged transaction ceases to exist, any associated amounts reported in other comprehensive income are reclassified into income at that time. Any ineffectiveness is recognized in income in the current year.

The Company formally documents all significant relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives to specific assets and liabilities on the balance sheet or to specific firm commitments or anticipated transactions. The Company assesses all hedging relationships to determine whether the criteria for hedge accounting are met. To qualify for hedge accounting, the hedging relationship must be appropriately documented at inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective. Effectiveness requires a high degree of correlation of changes in fair values or cash flows between the hedged item and the hedging instrument. Effectiveness is assessed on an ongoing basis through the term of the hedge in order to determine if hedge accounting remains appropriate.

(q) Claims and insurance accruals:

Claims and insurance accruals reflect the estimated total cost of claims, including amounts for claims incurred but not reported, for cargo loss and damage, bodily injury and property damage, workers’ compensation, long-term disability and group health. In Canada and the United States, the Company has self-insurance retention amounts per incident for auto liability, casualty and cargo claims. In the United States, the Company has self-insurance retention amounts per incident for workers’ compensation and employee medical. In establishing these accruals, management evaluates and monitors each claim individually, and uses factors, such as historical experience, known trends and third party estimates to determine the appropriate reserves for potential liability.

46

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

1. Significant accounting policies (continued):

(r) Accounts payable and accrued liabilities:

	2011		2010
Accounts payable	$	44,233	$	37,783
Accrued wages and benefits		9,225		6,959
Accrued claims, self-insurance and workers’ compensation		11,995		9,992
Other		15,365		14,221
	$	80,818	$	68,955

(s) Deferred share units:

The Company maintains a deferred share unit (“DSU”) plan for all directors. Under this plan, all directors receive units at the end of each quarter based on the market price of common shares equivalent to Cdn. $2,500.00. The Company records compensation expense and the corresponding liability each period initially for Cdn. $2,500.00 and subsequently based on changes in the market price of common shares.

In addition to the directors’ DSU plan, the Company adopted a DSU plan for senior executives. Under this plan, eligible senior executives receive units at the end of each quarter based on the market price of common shares equivalent to the senior executive’s entitlement. The entitlement amount varies based on the senior executive’s position in the Company and the years of eligible service. The maximum entitlement amount varies between $2,500.00 and $20,000.00 per annum. The Company records compensation expense and the corresponding liability each period based on the market price of common shares.

(t) Use of estimates:

The preparation of financial statements in accordance with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Significant estimates are used in determining, but not limited to, the allowance for doubtful accounts, deferred tax assets, claims and insurance accruals, share-based compensation, fair value measurements, intangible asset values and the fair value of reporting units for purposes of goodwill impairment tests. Actual results could differ from those estimates.

47

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

2. Discontinued operations:

During 2010, the Company completed the sale of selected assets of Frontier Transport Corporation (“Frontier”), Vitran’s truckload operation, which was previously a reportable segment. The proceeds from the transaction were $3.0 million plus a $0.1 million working capital adjustment.

The following table summarizes the operations for all periods presented to classify Frontier’s operations as discontinued operations:

		0,000		0,000			0,000
	2011		2010			2009
Revenue	$	—	$	32,774		$	33,939
Goodwill charge	$	—	$	(4,765	)	$	—
Gain on sale of assets		—		2,203			—
Income from discontinued operations		—		30			790
Income tax recovery (expense)		—		399			(155	)
Net income (loss) from discontinued operations	$	—	$	(2,133	)	$	635

The following table summarizes the assets and liabilities from discontinued operations:

	2011		2010
Accounts receivable, net	$	—	$	1,596
Other current assets		—		87
Deferred income taxes		—		765
Deferred income taxes valuation allowance		—		(765	)
Total assets from discontinued operations	$	—	$	1,683
Accrued claims, self insurance and workers’ compensation	$	—	$	1,927
Other current liabilities		61		483
Total liabilities from discontinued operations	$	61	$	2,410

3. Acquisition:

On February 19, 2011, the Company acquired selected assets of Milan Express Inc.’s (“Milan”) LTL business, a private carrier headquartered in Milan, Tennessee for $7.6 million. Milan added new coverage to Vitran’s network in the states of Alabama, Georgia, Mississippi, North Carolina and South Carolina. The total purchase price was allocated to the fair value of tractor, trailer and other capital assets acquired. A majority of the tractors and trailers were financed by Milan with third parties. As part of the purchase, Vitran identified a third party finance company who agreed to consolidate Milan’s financing and provide the Company a $6.0 million operating lease. The ownership of the assets resides with the finance company and these assets are being leased to Vitran in the form of an operating lease.

48

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

3. Acquisition (continued):

The lease meets the criteria of an operating lease pursuant to United States GAAP. The remaining $1.7 million of the purchase price was financed by the Company’s revolving credit facility of which $0.1 million of cash consideration was due in six months from the closing date contingent on Vitran continuing to operate in three out of the five aforementioned states that were added to the Company’s existing network. During the third quarter of 2011, the condition for payment was met and therefore the Company paid the additional consideration due. The results of operations of Milan are included as part of the LTL segment in the consolidated results of the Company commencing on February 19, 2011.

4. Comprehensive income (loss):

The components of other comprehensive income (loss), such as changes in foreign currency translation adjustments, are required to be added to the Company’s reported net income (loss), net of tax to arrive at comprehensive income (loss). Other comprehensive income (loss) items have no impact on the reported net income (loss) as presented on the consolidated statements of income (loss).

	Foreign currency translation			Interest rate swap			Total
Balance at December 31, 2008	$	(895	)	$	(2,140	)	$	(3,035	)
Other comprehensive income (loss):
Unrealized gain		6,328			1,582			7,910
Tax effect		(1,750	)		(467	)		(2,217	)
		4,578			1,115			5,693
Balance at December 31, 2009		3,683			(1,025	)		2,658
Other comprehensive income (loss):
Unrealized gain		2,458			898			3,356
Tax effect		(516	)		(246	)		(762	)
		1,942			652			2,594
Balance at December 31, 2010		5,625			(373	)		5,252
Other comprehensive income (loss):
Unrealized gain (loss)		(1,151	)		519			(632	)
Tax effect		333			(146	)		187
		(818	)		373			(445	)
Balance at December 31, 2011	$	4,807		$	—		$	4,807

49

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

4. Comprehensive income (loss) (continued):

	2011			2010			2009
Net loss	$	(14,013	)	$	(40,182	)	$	(3,972	)
Other comprehensive income (loss)		(445	)		2,594			5,693
Comprehensive income (loss)	$	(14,458	)	$	(37,588	)	$	1,721

5. Property and equipment:

		0,000		0,000
	2011		2010
Land	$	37,352	$	38,714
Buildings		68,543		75,340
Leasehold interests and improvements		2,123		2,250
Vehicles		99,862		100,226
Machinery and equipment		31,191		28,070
		239,071		244,600
Less accumulated depreciation		113,852		105,753
	$	125,219	$	138,847

Depreciation expense was $13.9 million in 2011 (2010 - $15.9 million).

6. Intangible assets:

		0,000		0,000
	2011		2010
Customer relationships	$	15,840	$	15,840
Covenants not-to-compete		3,145		3,145
		18,985		18,985
Less accumulated amortization		13,180		10,717
	$	5,805	$	8,268

50

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

6. Intangible assets (continued):

Amortization expense was $2.5 million in 2011 (2010 - $2.5 million). Amortization expense for the following four years is estimated to be as follows:

Year ending December 31:
2012	$	2,349
2013		1,908
2014		1,298
2015		250
	$	5,805

7. Goodwill:

	2011			2010
Balance at January 1
Goodwill	$	124,827		$	124,487
Accumulated impairment losses		(110,374	)		(110,374	)
		14,453			14,113
Foreign exchange		(139	)		340
Balance at December 31	$	14,314			14,453
Balance at December 31
Goodwill	$	124,688		$	124,827
Accumulated impairment losses		(110,374	)		(110,374	)
	$	14,314		$	14,453

8. Long-term debt:

	2011		2010
Term bank credit facilities (a)	$	3,500	$	19,500
Revolving credit facility (b)		21,910		44,071
Real estate facility (c)		44,961		—
Capital leases (d)		3,518		5,812
		73,889		69,383
Less current portion		6,817		19,545
	$	67,072	$	49,838

51

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

8. Long-term debt (continued):

On November 30, 2011, the Company entered into a new three-year bank syndicated asset based revolving credit agreement providing up to $85 million. In addition, on November 30, 2011, the Company entered into a new seven-year Cdn. $45.7 million real estate term credit facility, secured by specific real estate in Canada. The proceeds from the new credit facilities were used to extinguish the previous senior term and revolving credit facilities which were to mature in July 2012. Deferred financing costs of $1.0 million related to the previous credit agreement were written off in 2011.

(a) During the previous year, the Company entered into a $3.5 million term credit facility secured by specific real estate of the Company in the United States. In 2011, the maturity date of the term credit facility was amended from July 31, 2012, which was connected to the previous senior credit facilities, to June 30, 2012. The Company had $3.5 million (2010- $3.5 million), bearing interest at 3.1% (2010- 2.8%) outstanding under the term facility at December 31, 2011.

At December 31, 2010, the Company had $16.0 million outstanding under its previous senior term credit facility, bearing interest at 5.37%.

(b) The Company’s asset based revolving credit facility is secured by accounts receivable, certain equipment and general security agreements of the Company and all of its subsidiaries. The revolving credit facility provides up to $85.0 million, maturing on November 30, 2014. The Company had $21.9 million outstanding at December 31, 2011, bearing interest at 2.8% to 4.75%. The provisions of the revolving credit facility impose certain financial maintenance tests if availability falls below a certain threshold. At December 31, 2011, the Company was not required to measure these covenants.

At December 31, 2010, the Company had $44.1 million outstanding under its previous senior revolving credit facility, bearing interest at 2.8% to 4.75%.

(c) The Company’s real estate term facility is secured by four transportation terminals in Canada. The real estate term facility provided Cdn. $45.7 million and matures on November 30, 2018. The Company has $45.0 million outstanding at December 31, 2011, bearing interest at 4.75%.

(d) During 2011, the Company financed certain equipment by entering into additional capital leases of $1.3 million. The Company had $3.5 million (2010 - $5.8 million) of capital leases remaining at December 31, 2011.

At December 31, 2011, the required future principal repayments on all long-term debt and capital leases are as follows:

Year ending December 31:
2012	$	6,817
2013		1,529
2014		23,183
2015		1,336
2016		1,376
Thereafter		39,648
	$	73,889

52

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

9. Income taxes:

Income tax expense (recovery) differs from the amount that would be obtained by applying statutory federal, state and provincial income tax rates to the respective year’s income (loss) from continuing operations before income taxes as follows:

		000000000,0			000000000,0			000000000,0
	2011			2010			2009
Effective statutory federal, state and provincial income tax rate		28.25	%		31.00	%		33.00	%
Effective tax recovery on loss from continuing operations before income taxes	$	(3,143	)	$	(149	)	$	(3,530	)
Increase (decrease) results from:
Non-deductible share-based compensation expense		141			175			243
Income taxed at different rates in foreign jurisdictions		(3,776	)		(2,532	)		(3,392	)
Increase in valuation allowance		8,737			38,879			—
State and other state taxes		668			1,845			613
Unrecognized tax benefits, net		—			(1,358	)		(303	)
Other		262			709			280
Actual income tax expense (recovery)	$	2,889		$	37,569		$	(6,089	)

Income tax expense (recovery):

		000000000000		000000000000			000000000000
	2011		2010			2009
Current income tax expense (recovery):
Canada:
Federal	$	1,002	$	(589	)	$	(102	)
Provincial		698		(406	)		(94	)
United States:
Federal		—		(704	)		325
State		668		1,209			612
Other		108		140			142
		2,476		(350	)		883
Deferred income tax expense (recovery):
Canada:
Federal		243		202			(28	)
Provincial		170		140			(26	)
United States:
Federal		—		30,089			(5,729	)
State		—		7,488			(1,189	)
		413		37,919			(6,972	)
	$	2,889	$	37,569		$	(6,089	)

53

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

9. Income taxes (continued):

A summary of the principal components of deferred income tax assets and liabilities is as follows:

	2011			2010
Current deferred income tax assets:
Allowance for doubtful accounts	$	613		$	541
Accruals and reserves		3,540			2,995
Financing costs		175			110
Valuation allowance		(4,153	)		(3,536	)
	$	175		$	110
Non-current deferred income tax assets:
Financing costs	$	—		$	273
Loss carryforwards		26,695			22,561
Other timing differences		7,678			2,803
Goodwill and intangible assets		20,758			22,444
Valuation allowance		(44,229	)		(35,343	)
		10,902			12,738
Non-current deferred income tax liabilities:
Property and equipment		(7,339	)		(9,909	)
Financing costs		(106	)		—
Other		(4,518	)		(3,989	)
		(11,963	)		(13,898	)
	$	(1,061	)	$	(1,160	)

At December 31, 2011, the Company had approximately $65.0 million (2010 - $55.0 million) of net operating loss carryforwards available to reduce future years’ taxable income. The net operating loss will expire between 2027 and 2031 if not utilized. As required by FASB ASC 740-10, the Company increased its valuation allowance by $8.7 million in 2011 and the valuation allowance recorded at December 31, 2011 was $48.4 million.

The Company and its subsidiaries file income tax returns in U.S. and Canadian federal jurisdictions, and various states, provinces and foreign jurisdictions. Overall, the years 2008 to 2010 remain open to examination by tax authorities.

54

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

10. Common shares:

(a) Private placement:

During 2009, the Company completed a delayed registration private placement of 2,698,282 common shares to several accredited investors at $8.50 per share. This resulted in gross proceeds of $22.9 million to the Company before expenses of issue of $1.2 million, net of deferred income taxes of $0.4 million.

(b) Stock options:

The Company provides a stock option plan to key employees, officers and directors to encourage executives to acquire a meaningful equity ownership interest in the Company over a period of time and, as a result, reinforce executives’ attention on the long-term interest of the Company and its shareholders. Under the plan, options to purchase common shares of the Company may be granted to key employees, officers and directors of the Company by the Board of Directors or by the Company’s Compensation Committee. There are 841,900 options outstanding under the plan. The term of each option is 10 years and the vesting period is five years. The exercise price for options is the trading price of the common shares of the Company on The Toronto Stock Exchange on the day of the grant. The weighted average estimated fair value at the date of the grant for the options granted during 2011 was $2.96 (2010 - $5.34; 2009 - $4.61) per share.

The fair value of each option granted was estimated on the date of grant using the Black-Scholes-Merton fair value option pricing model with the following assumptions:

	2011			2010			2009
Risk-free interest rate		1.67 - 2.91	%		2.30	%		2.87	%
Volatility factor of the future expected market price of the Company’s common shares		49.18 - 56.29	%		48.78	%		44.68	%
Expected life of the options		6 years			6 years			6 years

55

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

10. Common shares (continued):

Details of stock options are as follows:

	2011					2010
	Number			Weighted average exercise price		Number			Weighted average exercise price
Outstanding, beginning of year		864,700		$	13.10		906,700		$	13.17
Granted		160,500			5.63		75,000			11.02
Forfeited		(152,100	)		15.12		(83,400	)		16.41
Exercised		(31,200	)		2.59		(33,600	)		2.20
Outstanding, end of year		841,900		$	11.70		864,700		$	13.10
Exercisable, end of year		515,700		$	13.68		569,400		$	13.54

At December 31, 2011, the range of exercise prices, the weighted average exercise price and the weighted average remaining contractual life are as follows:

	Options outstanding						Options exercisable
Range of exercise prices	Number outstanding		Weighted average remaining contractual life (years)		Weighted average exercise price		Number exercisable		Weighted average exercise price
$2.20 - $5.25		220,100		6.90	$	4.31		68,000	$	2.20
$9.80 - $18.99		621,800		5.22	$	14.31		447,700	$	15.42
$2.20 - $18.99		841,900		5.66	$	11.70		515,700	$	13.68

Compensation expense related to stock options was $501 for the year ended December 31, 2011 (2010 - $574; 2009 - $739).

56

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

11. Computation of income (loss) per share:

	2011			2010			2009
Numerator:
Net loss from continuing operations	$	(14,013	)	$	(38,049	)	$	(4,607	)
Net income (loss) from discontinued operations		—			(2,133	)		635
Net loss		(14,013	)		(40,182	)		(3,972	)
Denominator:
Basic weighted average shares outstanding		16,326,760			16,277,522			14,293,747
Dilutive stock options		—			—			87,400
Dilutive weighted average shares outstanding		16,326,760			16,277,522			14,381,147
Basic loss per share from continuing operations		(0.86	)		(2.34	)		(0.32	)
Basic income (loss) per share from discontinued operations		—			(0.13	)		0.04
Basic loss per share		(0.86	)		(2.47	)		(0.28	)
Diluted loss per share from continuing operations		(0.86	)		(2.34	)		(0.32	)
Diluted income (loss) per share from discontinued operations		—			(0.13	)		0.04
Diluted loss per share		(0.86	)		(2.47	)		(0.28	)

Diluted income per share excludes the effect of 773,900 anti-dilutive options for the year ended December 31, 2011 (2010 - 765,500; 2009 - 773,900). Due to the net loss for the years ended December 31, 2011, 2010 and 2009, the 46,100 (2010 - 84,025; 2009 - 87,400) dilutive shares have no effect on the loss per share.

12. Risk management activities:

The Company is exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading purposes.

Interest rate swaps:

The Company is exposed to interest rate volatility with regard to existing variable rate debt. The Company had entered into variable-to-fixed interest rate swaps on variable rate term debt and revolving debt to limit its exposure to changing interest rates and future cash flows for interest. The interest rate swaps provided for the Company to pay an amount equal to a specified fixed rate of interest times a notional principal amount and to receive in return an amount equal to a variable rate of interest times the same notional amount. The swaps were accounted for as cash flow hedges. The effective portions of

57

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

12. Risk management activities (continued):

changes in fair value of the interest rate swaps were recorded in accumulated other comprehensive income and were recognized into income in the same year in which the hedged forecasted transaction affects income. Ineffective portions of changes in fair value are recognized into income as they occur. At December 31, 2011, there were no interest rate swaps outstanding.

Effective January 1, 2008, the Company adopted FASB ASC 820-10, which provides a framework for measuring fair value under United States GAAP. As defined in FASB ASC 820-10, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that the Company believes market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

The Company primarily applies the income approach for recurring fair value measurements and endeavours to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs.

FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

Assets and liabilities measured at fair value on a recurring basis include the following as of December 31:

		00000		00000		00000		00000
2011	Level 1		Level 2		Level 3		Liabilities at fair value
Liabilities:
Interest rate swaps	$	—	$	—	$	—	$	—
Total liabilities	$	—	$	—	$	—	$	—

		000000		000000		000000		000000
2010	Level 1		Level 2		Level 3		Liabilities at fair value
Liabilities:
Interest rate swaps	$	—	$	519	$	—	$	519
Total liabilities	$	—	$	519	$	—	$	519

58

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

12. Risk management activities (continued):

Hedges of net investment in self-sustaining operations:

United States dollar denominated debt of $0.5 million held by an entity with a Canadian dollar functional currency is designated as a hedge against the Company’s exposure for a portion of its net investment in self-sustaining U.S. dollar denominated subsidiaries with a view to reducing the impact of foreign exchange fluctuations. The foreign exchange effect of both the U.S. dollar debt and the net investment in U.S. dollar denominated subsidiaries is reported in other comprehensive income. As at December 31, 2011, the Company’s net investment in U.S. dollar denominated subsidiaries totalled $240.5 million (2010 - $268.9 million). No ineffectiveness has been recorded in earnings as the notional amounts of the hedging item equals the portion of the net investment balance being hedged.

The following table presents the fair value of derivative instruments for the year ended December 31:

		00000000000		00000000000		00000000000		00000000000
2011	Notional     amount		Fair value		Balance sheet     location		Gain in other comprehensive income for the year ended December 31, 2011
Interest rate swaps	$	—	$	—		—	$	519

		00000000000		00000000000		00000000000		00000000000
2010	Notional     amount		Fair value		Balance sheet     location		Gain in other comprehensive income for the year ended December 31, 2010
Interest rate swaps	$	16,000	$	519		Other liabilities	$	898

59

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

13. Segmented information:

The Company’s continuing business operations are grouped into two operating segments: LTL and SCO, which provide transportation and supply chain services in Canada and the United States.

	2011			2010			2009
Revenue:
LTL	$	686,242		$	581,594		$	519,215
SCO		119,356			90,962			76,106
Corporate office and other		—			—			—
	$	805,598		$	672,556		$	595,321
Income (loss) from continuing operations:
LTL	$	(9,399	)	$	4,570		$	(2,648	)
SCO		10,263			6,899			5,480
Corporate office and other		(5,185	)		(4,622	)		(4,032	)
	$	(4,321	)	$	6,847		$	(1,200	)
Depreciation and amortization:
LTL	$	14,807		$	16,630		$	17,266
SCO		1,429			1,662			1,598
Corporate office and other		162			118			102
	$	16,398		$	18,410		$	18,966
Capital expenditures:
LTL	$	7,563		$	8,060		$	4,371
SCO		370			1,018			576
Corporate office and other		81			209			60
	$	8,014		$	9,287		$	5,007

	2011		2010
Total assets:
LTL	$	218,407	$	214,675
SCO		22,402		27,322
Corporate office and other		1,259		3,337
	$	242,068	$	245,334

60

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

13. Segmented information (continued):

Geographic information for revenue from point of origin and total assets is as follows:

	2011		2010		2009
Revenue:
Canada	$	246,241	$	210,247	$	183,427
United States		559,357		462,309		411,894
	$	805,598	$	672,556	$	595,321

	2011		2010
Total assets:
Canada	$	79,974	$	80,260
United States		162,094		165,074
	$	242,068	$	245,334

	2011		2010
Total long-lived assets:
Canada	$	52,890	$	56,624
United States		92,448		104,944
	$	145,338	$	161,568

Long-lived assets include property and equipment, goodwill and intangible assets.

14. Financial instruments:

The fair values of cash and cash equivalents, bank overdraft, accounts receivable and accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these financial instruments. The fair value of the Company’s long-term debt, determined based on the future cash flows associated with each debt instrument discounted using an estimate of the Company’s current borrowing rate for similar debt instruments of comparable maturity, is approximately equal to their carrying value at December 31, 2011 and 2010.

61

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011, 2010 and 2009

15. Lease commitments:

At December 31, 2011, future minimum rental payments relating to operating leases for premises and equipment are as follows:

Year ending December 31:
2012	$	33,454
2013		27,803
2014		21,858
2015		14,931
2016		7,902
Thereafter		1,572
	$	107,520

Total rental expense under operating leases was $31.9 million for the year ended December 31, 2011 (2010 - $25.7 million; 2009 - $22.7 million).

The Company has guaranteed a portion of the residual values of certain assets under operating leases. If the market value of the assets at the end of the lease terms is less than the guaranteed residual value, the Company must, under certain circumstances, compensate the lessor for a portion of the shortfall. The maximum exposure under these guarantees is $18.6 million.

During 2011, the Company completed a sale-leaseback transaction related to a SCO facility. The transaction included the sale of the land, buildings and improvements associated with the facility for total proceeds of $6.5 million. The facility will be leased under an operating lease with a term of seven years. The gain on the sale of the property was deferred and will be amortized over the minimum term of the related lease.

16. Employee benefits:

The Company sponsors defined contribution plans in Canada and the United States. In Canada, the Company matches the employee’s contribution to their registered retirement savings plan up to a maximum contribution. In the United States, the Company sponsors 401(k) savings plans. The Company matches a percentage of the employee’s contribution subject to a maximum contribution. The expense related to the plans was $0.5 million for the year ended December 31, 2011 (2010 - $0.5 million; 2009 - $0.5 million).

17. Contingent liabilities:

The Company is subject to legal proceedings that arise in the ordinary course of business. In the opinion of management, the aggregate liability, if any, with respect to these actions, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows. Legal costs are expensed as incurred.

62

VITRAN CORPORATION INC.

Consolidated Supplemental Schedule of Quarterly Financial Information

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011 and 2010

2011 (Unaudited)	First quarter			Second quarter			Third quarter			Fourth quarter
Revenue:
Less-than-truckload	$	158,989		$	178,362		$	176,407		$	172,484
Supply Chain Operation		26,399			30,519			29,752			32,686
Total revenue	$	185,388		$	208,881		$	206,159		$	205,170
Income (loss) from continuing operations after depreciation and amortization	$	1,507		$	(241	)	$	(739	)	$	(4,848	)
Income (loss) from discontinued operations	$	—		$	—		$	—		$	—
Net loss from continuing operations		(224	)		(2,297	)		(3,420	)		(8,072	)
Net loss		(224	)		(2,297	)		(3,420	)		(8,072	)
Earnings (loss) per share:
Basic – continuing operations	$	(0.01	)	$	(0.14	)	$	(0.21	)	$	(0.49	)
Diluted – continuing operations		(0.01	)		(0.14	)		(0.21	)		(0.49	)
Basic – net income (loss)	$	(0.01	)	$	(0.14	)	$	(0.21	)	$	(0.49	)
Diluted – net income (loss)		(0.01	)		(0.14	)		(0.21	)		(0.49	)

2010 (Unaudited)	First quarter			Second quarter		Third quarter		Fourth quarter
Revenue:
Less-than-truckload	$	137,018		$	148,826	$	150,655	$	145,095
Supply Chain Operation		20,125			20,887		23,469		26,481
Total revenue	$	157,143		$	169,713	$	174,124	$	171,576
Income (loss) from continuing operations after depreciation and amortization	$	(290	)	$	3,958	$	4,069	$	(890	)
Income (loss) from discontinued operations	$	347		$	161	$	94	$	(2,735	)
Net income (loss) from continuing operations		(1,276	)		1,567		1,868		(40,208	)
Net income (loss)		(929	)		1,728		1,962		(42,943	)
Earnings (loss) per share:
Basic – continuing operations	$	(0.08	)	$	0.10	$	0.11	$	(2.47	)
Diluted – continuing operations		(0.08	)		0.10		0.11		(2.47	)
Basic – net income (loss)	$	(0.06	)	$	0.11	$	0.12	$	(2.63	)
Diluted – net income (loss)		(0.06	)		0.11		0.12		(2.63	)

63

ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the Company’s last two fiscal years, there were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG LLP, would have caused them to make reference to the subject matter of the disagreement in connection with their reports.

ITEM 9. A—CONTROLS AND PROCEDURES

Disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act, are controls and other procedures that are designed to ensure that information required to be disclosed by our Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our Company’s management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. Our CEO and CFO are responsible for establishing and maintaining disclosure controls and procedures for our Company.

As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of Company management, including our CEO and CFO, of the effectiveness of the design, implementation and operation of its disclosure controls and procedures. Based on this evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective as of December 31, 2011.

There have been no significant changes in our internal control over financial reporting, which we define in accordance with Exchange Act Rule 13a-15(f) to include our control environment, control procedures, and accounting systems, or any other factors that could materially affect or are reasonably likely to materially affect our internal control over financial reporting during the fourth quarter of 2011.

Inherent Limitation of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all the control issues and instances of management override or improper acts, if any, have been detected. These inherent limitations include the realities that judgment in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to management override or loss may have adverse and material effects on our business, financial condition and results of operations.

Management’s Report on Internal Control over Financial Reporting

The management of Vitran Corporation Inc. (“Vitran”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Vitran’s management team assessed the effectiveness of its internal control over financial reporting using the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and based on that assessment concluded that internal control over financial reporting was effective as of December 31, 2011.

64

KPMG LLP, an independent public accounting firm registered with the PCAOB, has issued an attestation report on the effectiveness of Vitran’s internal control over financial reporting, as stated in their report which is included herein.

February 9, 2012	/s/ Richard E. Gaetz, President and Chief Executive Officer
	/s/ Fayaz D. Suleman, Vice President Finance and Chief Financial Officer

65

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Vitran Corporation Inc.:

We have audited Vitran Corporation Inc.’s internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Vitran Corporation Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, under the heading Management’s Report on Internal Control over Financial Reporting included in Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Vitran Corporation Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vitran Corporation Inc.as of December 31, 2011 and 2010, and the related consolidated statements of income (loss), shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2011, and our report dated February 7, 2012 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Chartered Accountant, Licensed Public Accountants

Toronto, Canada

February 7, 2012

66

ITEM 9. B—OTHER INFORMATION

None.

PART III

ITEM 10—DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information for directors, Section 16(a) beneficial ownership reporting and other compliance as required by Item 407 of Regulation S-K, is reported in the Company’s definitive proxy statement filed pursuant to Regulation 14A and is incorporated herein by reference. The following table sets forth certain information concerning our executive officers:

Name	Age	Position	History
Richard E. Gaetz (Mississauga, Canada)	55	President and Chief Executive Officer	Mr. Gaetz has been working in the transportation and logistics industry for more than 30 years. He has been actively involved with the growth and development of Vitran and has been responsible for Vitran’s freight and supply chain operations since he joined in 1989. He was elected to the Board of Directors of Vitran in 1995. Mr. Gaetz has extensive experience on both sides of the border. Prior to joining Vitran, he spent ten years with Clarke Transport, a large Canadian freight company, in various positions including Vice President. Mr. Gaetz received a Bachelor of Commerce degree from Dalhousie University in Halifax in 1979. He is an Executive Director of the Ontario Trucking Association and a director of the Canadian Trucking Alliance.
Fayaz D. Suleman (Mississauga, Canada)	33	Vice President Finance and Chief Financial Officer	Mr. Suleman joined Vitran in 2003 and was Vitran’s Corporate Controller since 2005. He was appointed Vice President Finance and Chief Financial Officer in 2011. Prior to joining Vitran, he gained his public accounting experience at KPMG LLP in the assurance and business advisory services practice. Mr. Suleman is a Chartered Accountant with the Ontario Institute and received an Honors Bachelor of Business Administration from Wilfrid Laurier University in Ontario.

CODE OF ETHICS

The Company has adopted a Code of Ethics and Professional Conduct (the “Code”) for all senior executives and directors, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. The Code is available free of charge on the Company’s website at www.vitran.com. The Code requires that the Company’s senior executives and directors deal fairly with customers, suppliers, fellow employees and the general public. Acceptance of the Code is mandatory for the Company’s senior executives and directors.

ITEM 11—EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K appears in the Company’s definitive proxy statement for the 2012 Annual Meeting of its Shareholders, reference to which is hereby made, and the information therein is incorporated herein by reference.

67

ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 of Form 10-K appears in the Company’s proxy statement for the 2012 Annual Meeting of its Shareholders, reference to which is hereby made, and the information therein is incorporated herein by reference.

ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

None

ITEM 14—PRINCIPAL ACCOUNTING FEES AND SERVICES

KPMG LLP has served as the Company’s auditors since 1989. For the fiscal years ended December 31, 2011 and 2010, fees billed by KPMG LLP to Vitran for services were:

	Year ended December 31,
	2011		2010
Audit and audit-related fees	$	570,647	$	540,749
Tax fees		Nil		Nil
All other fees		Nil		Nil
	$	570,647	$	540,749

All services provided by KPMG to Vitran for 2011 and 2010 were approved by the Audit Committee. The Audit Committee pre-approves all non-audit services to be provided to the Company or its subsidiary entities by its independent auditors. For further details regarding the Audit Committee approval process, please review the Audit Committee charter which is available free of charge on Vitran’s website at www.vitran.com.

For information regarding the members and other applicable information of the Audit Committee, please review the Company’s proxy statement for the 2012 Annual Meeting of its Shareholders, reference to which is hereby made, and the information therein is incorporated herein by reference.

PART IV

ITEM 15—EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements

Consolidated Balance Sheets as at December 31, 2011 and 2010 and the Consolidated Statements of Income (Loss), Shareholders’ Equity and Cash Flows for the years ended December 31, 2011, 2010, and 2009 are reported on by KPMG LLP, Chartered Accountants. These statements are prepared in accordance with United States GAAP.

68

(2) Financial Statement Schedules:

Schedule II—Valuation and Qualifying Accounts

Vitran Corporation Inc.

Three years ended December 31, 2011

Allowance for Doubtful Accounts
(in thousands of dollars) Description	Balance at beginning of year		Charges to costs and expenses		Deductions			Balance at end of year
Year ended December 31, 2009
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	3,768	$	1,436	$	(1,730	)	$	3,474
Year ended December 31, 2010
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	3,474	$	247	$	(968	)	$	2,753
Year ended December 31, 2011
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	2,753	$	1,020	$	(827	)	$	2,946

Deferred Tax Valuation Allowance
(in thousands of dollars) Description	Balance at beginning of year		Charges to costs and expenses		Deductions		Balance at end of year
Year ended December 31, 2009
Deferred tax asset valuation allowance	$	—	$	—	$	—	$	—
Year ended December 31, 2010
Deferred tax asset valuation allowance	$	—	$	39,644	$	—	$	39,644
Year ended December 31, 2011
Deferred tax asset valuation allowance	$	39,644	$	8,737	$	—	$	48,381

(3) Exhibits Filed

The exhibits listed in the accompanying Exhibit Index are filed as part of this Annual Report on Form 10-K.

(b) Separate Financial Statements

None

69

Exhibit Number	Description of Exhibit
4.1	Articles of Incorporation effective April 29, 1981 (1)
4.2	Articles of Amendment effective May 27, 1987 (2)
4.3	Articles of Amendment effective July 16, 1987 (3)
4.4	Articles of Arrangement effective February 5, 1991 (4)
4.5	Articles of Amendment effective April 22, 2004 (5)
4.6	Amended By-Laws effective February 7, 2008 (6)
4.7	By-law to authorize the directors to borrow and give security effective July 16, 1987 (7)
10.1	Employee Stock Option Plan (8)
10.3	Deferred share unit plan for Directors, dated September 14, 2005 (9)
10.4	Deferred share unit plan for Senior Executives, dated March 10, 2006 (10)
10.5	Employment Agreement dated March 16, 2009 between the Registrant and Rick E. Gaetz (11)
10.6	Securities Purchase Agreement dated September 17, 2009 (12)
10.7	Registration Rights Agreement dated September 21, 2009 (13)
10.8	Credit Agreement between JPMorgan Chase Bank, N.A. as Agent and JPMorgan Chase Bank, N.A., JPMorgan Chase Bank, N.A., Toronto Branch, those other financial institutions whose names appear on the signature pages hereto and the other persons from time to time party hereto as Lenders and J.P. Morgan Securities Inc. as Co-Lead Arranger and Sole Bookrunner and Royal Bank of Canada, as Co-Lead Arranger and Fifth Third Bank and Export Development Canada And Vitran Corporation Inc., Vitran Express Canada Inc. and Vitran Corporation and subsidiaries as Borrowers Dated as of November 30, 2011(16)
10.9	Amendment No.1 to Credit Agreement between JPMorgan Chase Bank N.A. and those banks whose names appear on the signature pages hereto and Vitran Corporation Inc., Vitran Express Canada Inc. and Vitran Corporation(16)
10.10	Credit Agreement between CMLS Financial Ltd. as Lender and Vitran Corporation Inc., Vitran Express Canada Inc. and Expediteur T.W. Ltee., as Covenantor and Vitran Express Canada Inc. and Expediteur T.W. Ltee. as Borrowers Dated as of November 30, 2011(16)
14.1	Code of Conduct for Employees (14)
14.2	Code of Conduct for Directors (15)
23.1	Consent of Independent Registered Public Accounting Firm(16)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (16)
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (16)
32.1	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (16)

Notes:

⁽¹⁾  Filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form 20-F filed with the Commission on June 14, 1995.

70

⁽²⁾  Filed as Exhibit 1.2 to the Registrant’s Registration Statement on Form 20-F filed with the Commission on June 14, 1995.

⁽³⁾  Filed as Exhibit 1.3 to the Registrant’s Registration Statement on Form 20-F filed with the Commission on June 14, 1995.

⁽⁴⁾  Filed as Exhibit 1.4 to the Registrant’s Registration Statement on Form 20-F filed with the Commission on June 14, 1995.

⁽⁵⁾  Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 7, 2004.

⁽⁶⁾  Filed as Exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on September 11, 2009

⁽⁷⁾  Filed as Exhibit 1.6 to the Registrant’s Registration Statement on Form 20-F filed with the Commission on June 14, 1995.

⁽⁸⁾  Filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on September 11, 2009.

⁽⁹⁾  Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 15, 2005.

⁽¹⁰⁾  Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 13, 2006.

⁽¹¹⁾  Filed as Exhibit 10.23 to the Registrant’s Current Report on Form 8-K filed on March 17, 2009.

⁽¹²⁾  Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 18, 2009.

⁽¹³⁾  Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 22, 2009.

⁽¹⁴⁾  Filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on August 3, 2004.

⁽¹⁵⁾  Filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on August 3, 2004.

⁽¹⁶⁾  Filed as an exhibit to this Annual Report on Form 10-K.

71

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Toronto, Province of Ontario, on the 9th day of February, 2012.

Vitran Corporation Inc.
By:	/s/ FAYAZ D. SULEMAN
	Fayaz D. Suleman
	Vice President Finance and Chief Financial Officer

72

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ RICHARD D. McGRAW	Chairman of the Board	February 9, 2012
Richard D. McGraw
/s/ RICHARD E. GAETZ	President and Chief Executive Officer, Director	February 9, 2012
Richard E. Gaetz
/s/ GEORGES L. HÉBERT	Director	February 9, 2012
Georges L. Hébert
/s/ WILLIAM S. DELUCE	Director	February 9, 2012
William S. Deluce
/s/ ANTHONY F. GRIFFITHS	Director	February 9, 2012
Anthony F. Griffiths
/s/ JOHN R. GOSSLING	Director	February 9, 2012
John R. Gossling
/s/ FAYAZ D. SULEMAN	Vice President Finance and Chief Financial Officer (Principal Financial and Accounting Officer)	February 9, 2012
Fayaz D. Suleman

73

EX-10.8

Exhibit 10.8

Execution Version

CREDIT AGREEMENT

dated as of

November 30, 2011

among

VITRAN CORPORATION INC. and VITRAN EXPRESS CANADA INC.,

as Canadian Borrowers

VITRAN CORPORATION, VITRAN EXPRESS, INC., LAS VEGAS/L.A. EXPRESS, INC.,

VITRAN LOGISTICS CORP., VITRAN LOGISTICS, INC., SHORTHAUL TRANSPORT

CORPORATION and MIDWEST SUPPLY CHAIN, INC.,

as U.S. Borrowers

The other U.S. Borrowers party hereto from time to time,

The other Loan Parties party hereto from time to time,

The Lenders party hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

and

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,

as Canadian Administrative Agent

J.P. MORGAN SECURITIES LLC,

as Sole Bookrunner

J.P. MORGAN SECURITIES LLC and

ROYAL BANK OF CANADA,

as Co-Lead Arrangers

ROYAL BANK OF CANADA,

as Documentation Agent

Table of Contents

Section		Page
ARTICLE I – DEFINITIONS			1
1.1	Defined Terms		1
1.2	Classification of Loans and Borrowings		39
1.3	Terms Generally		39
1.4	Accounting Terms; GAAP		40
1.5	Currency Matters		40
ARTICLE II – THE CREDITS			41
2.1	Revolving Commitments		41
2.2	Loans and Borrowings		41
2.3	Requests for Revolving Borrowings		42
2.4	Protective Advances		43
2.5	Swingline Loans, Overadvances and Overdraft Accommodations		45
2.6	Letters of Credit		50
2.7	Funding of Borrowings		56
2.8	Interest Elections		57
2.9	Termination of Commitments; Increase or Adjustments in Revolving Commitments		59
2.10	Repayment and Amortization of Loans; Evidence of Debt		62
2.11	Prepayment of Loans		64
2.12	Fees		65
2.13	Interest		66
2.14	Alternate Rate of Interest		67
2.15	Increased Costs		68
2.16	Break Funding Payments		70
2.17	Taxes		70
2.18	Payments Generally; Allocation of Proceeds; Sharing of Set-offs		75
2.19	Mitigation Obligations; Replacement of Lenders		78
2.20	Defaulting Lenders		79
2.21	Returned Payments		81
2.22	Banking Services and Swap Agreements		81
2.23	Excess Resulting From Exchange Rate Change		81
ARTICLE III – REPRESENTATIONS AND WARRANTIES			82
3.1	Organization; Powers		82
3.2	Authorization; Enforceability		82
3.3	Governmental Approvals; No Conflicts		82
3.4	Financial Condition; No Material Adverse Effect		83
3.5	Properties		83
3.6	Litigation and Environmental Matters		83
3.7	Compliance with Laws and Agreements		84
3.8	Investment Company Status		84
3.9	Taxes		84

- i -

3.10	ERISA; Canadian Pension Plans	84
3.11	Disclosure	85
3.12	Material Contracts	86
3.13	Solvency	86
3.14	Insurance	87
3.15	Capitalization and Subsidiaries	87
3.16	Security Interest in Collateral	87
3.17	Employment Matters	88
3.18	Common Enterprise	88
3.19	Inactive Foreign Subsidiaries	88
ARTICLE IV – CONDITIONS		89
4.1	Effective Date	89
4.2	Each Credit Event	93
ARTICLE V – AFFIRMATIVE COVENANTS		94
5.1	Financial Statements; Canadian Borrowing Base; U.S. Borrowing Base and Other Information	94
5.2	Notices of Material Events	98
5.3	Existence; Conduct of Business	99
5.4	Payment of Obligations	99
5.5	Maintenance of Properties	99
5.6	Books and Records	99
5.7	Compliance with Laws	100
5.8	Use of Proceeds	100
5.9	Insurance	100
5.10	Casualty and Condemnation	100
5.11	Field Examinations; Inspection Rights	101
5.12	Depository Banks; Control Agreements	101
5.13	Additional Collateral; Further Assurances	102
5.14	Inactive Foreign Subsidiaries	104
ARTICLE VI – NEGATIVE COVENANTS		104
6.1	Indebtedness	104
6.2	Liens	106
6.3	Fundamental Changes	108
6.4	Investments, Loans, Advances, Guarantees and Acquisitions	108
6.5	Asset Sales	109
6.6	Sale and Leaseback Transactions	111
6.7	Swap Agreements	111
6.8	Restricted Payments; Certain Payments of Indebtedness	111
6.9	Transactions with Affiliates	112
6.10	Restrictive Agreements	112
6.11	Amendment of Material Documents	113
6.12	Capital Expenditures	113
6.13	Fixed Charge Coverage Ratio	113
ARTICLE VII – EVENTS OF DEFAULT		114

- ii -

ARTICLE VIII – THE ADMINISTRATIVE AGENT AND CANADIAN ADMINISTRATIVE AGENT		117
ARTICLE IX – MISCELLANEOUS		122
9.1	Notices	122
9.2	Waivers; Amendments	124
9.3	Expenses; Indemnity; Damage Waiver	126
9.4	Successors and Assigns	128
9.5	Survival	132
9.6	Counterparts; Integration; Effectiveness	133
9.7	Severability	133
9.8	Right of Setoff	133
9.9	Governing Law; Jurisdiction; Consent to Service of Process	134
9.10	WAIVER OF JURY TRIAL; JUDICIAL REFERENCE	134
9.11	Headings	135
9.12	Confidentiality	135
9.13	Several Obligations; Nonreliance; Violation of Law	136
9.14	USA PATRIOT Act	136
9.15	Disclosure	136
9.16	Appointment for Perfection	137
9.17	Interest Rate Limitation	137
9.18	Judgment Currency Conversion	137
9.19	Canadian Anti-Money Laundering Legislation	138
ARTICLE X – LOAN GUARANTY		139
10.1	Guaranty	139
10.2	Guaranty of Payment	139
10.3	No Discharge or Diminishment of Loan Guaranty	139
10.4	Defenses Waived	140
10.5	Rights of Subrogation	141
10.6	Reinstatement; Stay of Acceleration	141
10.7	Information	141
10.8	Taxes	141
10.9	Maximum Liability	142
10.10	Contribution	142
10.11	Liability Cumulative	143
10.12	Termination	143
ARTICLE XI – THE BORROWER REPRESENTATIVE		143
11.1	Appointment; Nature of Relationship	143
11.2	Powers	144
11.3	Employment of Agents	144
11.4	Notices	144
11.5	Successor Borrower Representative	144
11.6	Execution of Loan Documents; Borrowing Base Certificate	144
11.7	Reporting	144

- iii -

SCHEDULES:

Commitment Schedule

Schedule 2.6	Existing Letters of Credit
Schedule 3.5	Properties
Schedule 3.6	Disclosed Matters
Schedule 3.12	Material Contracts
Schedule 3.14	Insurance
Schedule 3.15	Capitalization and Subsidiaries
Schedule 4.1	Locations of Books and Records and Domicile of Accounts
Schedule 6.1	Existing Indebtedness
Schedule 6.2	Existing Liens
Schedule 6.4	Existing Investments
Schedule 6.10	Existing Restrictions
EXHIBITS:
Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Borrowing Base Certificate
Exhibit C	Form of Compliance Certificate
Exhibit D	Form of Joinder Agreement

CREDIT AGREEMENT dated as of November 30, 2011 (as it may be amended or modified from time to time, this “Agreement”), among VITRAN CORPORATION INC., an Ontario corporation, and VITRAN EXPRESS CANADA INC., an Ontario corporation, as Canadian Borrowers, VITRAN CORPORATION, a Nevada corporation, VITRAN EXPRESS, INC., a Pennsylvania corporation, LAS VEGAS/L.A. EXPRESS, INC., a California corporation, VITRAN LOGISTICS CORP., a Delaware corporation, VITRAN LOGISTICS, INC., an Indiana corporation, SHORTHAUL TRANSPORT CORPORATION, an Indiana corporation, and MIDWEST SUPPLY CHAIN, INC., a Kansas corporation, as U.S. Borrowers, the other Loan Parties party hereto from time to time, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent.

The parties hereto agree as follows:

ARTICLE I – DEFINITIONS

1.1 Defined Terms.

As used in this Agreement, the following terms have the meanings specified below:

“Account” has the meaning assigned to such term in the U.S. Security Agreement and the Canadian Security Agreement, as applicable.

“Account Debtor” means any Person obligated on an Account.

“Acquisition” any transaction, or any series of related transactions, consummated on or after the date hereof, by which any Borrower or Loan Guarantor (i) acquires any going business or all or substantially all of the assets of any firm, corporation or limited liability company, or division thereof, whether through purchase of assets, merger or otherwise or (ii) acquires all or substantially all of the Equity Interests of any other Person.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any CBFR Borrowing, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Adjusted One Month LIBOR Rate” means, an interest rate per annum equal to the sum of (i) 2.5% per annum plus (ii) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day); provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding).

“Adjustment Date” has the meaning assigned to such term in Section 2.9(c)(i).

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agents” means, individually and collectively, as the context may require, the Administrative Agent and the Canadian Administrative Agent.

“Aggregate Availability” means, at any time, an amount equal to (a) the lower of (i) the Aggregate Revolving Commitments minus the Overdraft Accommodation Maximum Amount, and (ii) the Aggregate Borrowing Base minus (b) the Aggregate Revolving Exposure (excluding the aggregate undrawn amount of each outstanding Letter of Credit issued on behalf of the U.S. Loan Parties or the Canadian Loan Parties and backed by the EDC Guarantee).

“Aggregate Borrowing Base” means the aggregate amount of the U.S. Borrowing Base and the Canadian Borrowing Base.

“Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of the Lenders at such time.

“Aggregate Revolving Commitments” means, at any time, the aggregate Revolving Commitments of the Lenders at such time.

“Aggregate Revolving Exposure” means, at any time, the aggregate Revolving Exposure of the Lenders at such time.

“AML Legislation” has the meaning assigned to such term in Section 9.19.

“Applicable Percentage” means (a) in the case of any Lender, with respect to Revolving Loans, LC Exposure, Swingline Loans, or Overadvances, the percentage of the Aggregate Revolving Commitments equal to such Lender’s Revolving Commitment (or, if the Revolving Commitments have terminated or expired, such Lender’s share of the Aggregate Revolving Exposure at that time), (b) in the case of any U.S. Lender, with respect to U.S. Revolving Loans, U.S. LC Exposure, U.S. Swingline Loans, or U.S. Overadvances, a percentage of the aggregate U.S. Commitments equal to such U.S. Lender’s U.S. Commitment (or, if the U.S. Commitments have terminated or expired, such U.S. Lender’s share of the aggregate U.S. Revolving Exposure at that time) and (c) in the case of any Canadian Lender, with respect to Canadian Revolving Loans, Canadian LC Exposure, Canadian Swingline Loans, or Canadian Overadvances, a percentage of the total Canadian Commitments equal to such Canadian Lender’s Canadian Commitment (or, if the Canadian Commitments have terminated or expired, such Canadian Lender’s share of the aggregate Canadian Revolving Exposure at that time); provided that in the case of Section 2.20 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment (or U.S. Commitment or Canadian Commitment, as applicable) shall be disregarded in any of such calculations.

- 2 -

“Applicable Rate” means, for any day, with respect to any Eurodollar Loan, CDOR Rate Loan, CBFR Loan or Canadian Prime Rate Loan, as the case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread and CDOR Rate Spread” or “CBFR Spread and Canadian Prime Rate Spread”, as the case may be, based upon the Average Quarterly Availability during the most recently completed fiscal quarter of Vitran; provided that until the fifth Business Day following Vitran’s fiscal quarter ending June 30, 2012, the “Applicable Rate” shall be the applicable spreads set forth below for Category 2:

Category	Average Quarterly Availability	Eurodollar Spread and CDOR Rate Spread			CBFR Spread and Canadian Prime Rate Spread
Category 1	>$50,000,000		2.25	%		0.75	%
Category 2	<$50,000,000 but >$25,000,000		2.50	%		1.00	%
Category 3	<$25,000,000		2.75	%		1.25	%

For purposes of the foregoing, the Applicable Rate shall be determined by the Administrative Agent as of the end of each fiscal quarter of Vitran based upon the Borrowing Base Certificates that are delivered from time to time pursuant to Section 5.1(f) during such fiscal quarter, with any changes to the Applicable Rate resulting from changes in the Average Quarterly Availability to be effective on the fifth Business Day after the end of each fiscal quarter; provided that the Applicable Rate shall be the applicable spreads set forth above for Category 3 (A) at any time that any Event of Default has occurred and is continuing (other than an Event of Default arising from the failure to deliver any Borrowing Base Certificate) or (B) if the Borrowers fail to deliver any Borrowing Base Certificate that is required to be delivered pursuant to Section 5.1(f), during the period from the expiration of the time for delivery thereof until five Business Days after such Borrowing Base Certificate is delivered; provided further that, if any Borrowing Base Certificate is at any time restated or otherwise revised or if the information set forth in any Borrowing Base Certificate otherwise proves to be false or incorrect (i) such that the Applicable Rate would have been higher than was otherwise in effect during any period, without constituting a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated at such higher rate for any such applicable periods and shall be due and payable on demand, or (ii) such that the Applicable Rate would have been lower than was otherwise in effect during any period, interest due under this Agreement shall be immediately recalculated at such lower rate for any such applicable periods and shall be credited to a Funding Account; and provided further that, the failure to pay any additional interest as a result of any such inaccuracies shall not constitute a Default or an Event of Default unless either (x) such inaccuracies are a result of wilful misconduct, or (y) such additional interest or fees are not paid in full within three Business Days of the Administrative Agent’s or any Lender’s notification thereof to the Borrower Representative.

“Approved Fund” has the meaning assigned to such term in Section 9.4.

- 3 -

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Commitments.

“Available Revolving Commitment” means, at any time, the Aggregate Revolving Commitments then in effect minus the Overdraft Accommodation Maximum Amount minus the Aggregate Revolving Exposure at such time (calculated with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings).

“Average Quarterly Availability” means, for any fiscal quarter, the average daily Aggregate Availability for such fiscal quarter. Average Quarterly Availability shall be calculated by the Borrower Representative in a manner acceptable to the Administrative Agent.

“Banking Services” means each and any of the following bank services provided to any Loan Party by JPMorgan (or any of its Affiliates), Canadian Cash Management Bank or U.S. Cash Management Bank: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Banking Services Obligations” of the Loan Parties means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Banking Services Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Banking Services then provided or outstanding.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding or proposal, or has had a receiver, interim receiver, receiver and manager, monitor, sequestrator, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding, proposal or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or Canada or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

- 4 -

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” or “Borrowers” means, individually or collectively, the U.S. Borrowers and the Canadian Borrowers.

“Borrower Representative” means Vitran, in its capacity as contractual representative of the Borrowers pursuant to Article XI.

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans or CDOR Rate Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.

“Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit B or another form which is acceptable to the Administrative Agent and the Canadian Administrative Agent in their Permitted Discretion, setting forth the Aggregate Borrowing Base, the Canadian Borrowing Base and the U.S. Borrowing Base.

“Borrowing Request” means a request by the Borrower Representative for a Revolving Borrowing in accordance with Section 2.3.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario are authorized or required by law to remain closed; provided that, (a) when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market; and (b) when used in connection with any U.S. Revolving Loan or U.S. Letter of Credit, the term “Business Day” shall also exclude any day in which commercial banks in Chicago, Illinois are authorized or required by law to remain closed.

“Canadian Administrative Agent” means JPMorgan Chase Bank, N.A., Toronto Branch, in its capacity as administrative agent for the Canadian Lenders hereunder.

“Canadian Availability” means, as of any date of determination, (a) the lesser of (i) the total Canadian Commitments as of such date minus the Overdraft Accommodation Maximum Amount, and (ii) the Canadian Borrowing Base as of such date, minus (b) the total Canadian Revolving Exposure as of such date (excluding the aggregate undrawn amount of each outstanding Letter of Credit issued on behalf of the Canadian Loan Parties and backed by the EDC Guarantee), minus (c) the aggregate amount of all outstanding trade payables of each Canadian Loan Party which the Administrative Agent determines have not been paid within historical Canadian Loan Party practices (other than trade payables being contested or disputed by the Canadian Loan Party in good faith), all as determined by the Administrative Agent in its Permitted Discretion.

- 5 -

“Canadian Benefit Plans” means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Loan Party or any Subsidiary of any Loan Party has any liability with respect to any Canadian employee or former Canadian employee, but excluding any Canadian Pension Plans.

“Canadian Borrower” or “Canadian Borrowers” means, individually or collectively, as the context may require, Vitran and Vitran Express Canada Inc..

“Canadian Borrowing Base” means, at any time, the sum of (a) up to 85% of the Eligible Accounts owing to the Canadian Loan Parties at such time that are not Eligible Accounts set forth in (b)(ii) of this definition, plus (b) the lesser of (i) $3,000,000, and (ii) up to 90% of the Eligible Accounts owing to the Canadian Loan Parties at such time that are Investment Grade Eligible Accounts, minus (c) Reserves. The Administrative Agent may, in its Permitted Discretion, reduce the advance rates set forth above, adjust Reserves or reduce one or more of the other sub-limits used in computing the Canadian Borrowing Base.

“Canadian Cash Management Bank” means (a) as of the Effective Date, Royal Bank of Canada, in its capacity as the principal depositary bank for the Canadian Loan Parties, and (b) at any time after the Effective Date, any one or more of the Lenders selected by the Canadian Loan Parties, with the prior written consent of the Canadian Administrative Agent, such consent not to be unreasonably withheld or delayed, to become the successor principal depository bank for the Canadian Loan Parties; provided that, unless the Canadian Administrative Agent otherwise consents in writing, no Person shall become the successor “Canadian Cash Management Bank” unless and until such Person shall have entered into a Deposit Account Control Agreement with the Canadian Loan Parties and the Canadian Administrative Agent in form and substance reasonably acceptable to the Canadian Administrative Agent.

“Canadian Collection Account” means the account at JPMorgan Chase Bank, N.A., Toronto Branch, so designated by the Administrative Agent, in a written notice delivered to the Borrower Representative, to be the “Canadian Collection Account”, to which funds on deposit in Deposit Accounts maintained by the Canadian Loan Parties with the Canadian Cash Management Bank and all collections and other payments received in respect of the Accounts of the Canadian Loan Parties by the Canadian Cash Management Bank shall be remitted at all times during a Dominion Trigger Period.

“Canadian Commitment” means, with respect to each Canadian Lender, the commitment, if any, of such Canadian Lender to make Canadian Revolving Loans and to acquire participations in Canadian Letters of Credit, Canadian Overadvances and Canadian Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Canadian Lender’s Canadian Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.9 and (b) assignments by or to such Canadian Lender pursuant to Section 9.4. The initial amount of each Canadian Lender’s Canadian Commitment is set forth on the Revolving Commitment Schedule, or in the Assignment and Assumption pursuant to which such Canadian Lender shall have assumed its Canadian Commitment, as applicable. The Canadian Commitment is a sub-facility of the Revolving Commitment and is not in addition to the Revolving Commitment.

- 6 -

“Canadian Dollar Loan” means any Loan denominated in Canadian Dollars bearing interest at the Canadian Prime Rate or the CDOR Rate.

“Canadian Dollars” or “Cdn $” means the lawful currency of Canada.

“Canadian Guarantee” means, individually and collectively as the context may require (a) the Guarantee agreement dated as of the date hereof by the Canadian Loan Guarantors in favour of the Administrative Agent (for the benefit of the Lender Parties) and (b) any other Guarantee agreement entered into after the Effective Date by any Canadian Loan Party in favour of the Lender Parties and Administrative Agent (for the benefit of the Lender Parties) and governed by the laws of Ontario pursuant to the terms of this Agreement, or any other Loan Document, including Section 5.13, in each case, as the same may be amended, restated or otherwise modified from time to time.

“Canadian Hypothec” means, individually and collectively as the context may require, (a) the Deeds of Hypothec dated as of the date hereof of the Canadian Loan Parties in favour of the Administrative Agent, and (b) any other deed of hypothec entered into after the Effective Date by any Canadian Loan Party pursuant to the terms of this Agreement, or any other Loan Document, including Section 5.13, in each case, as the same may be amended, restated or otherwise modified from time to time.

“Canadian LC Collateral Account” has the meaning assigned to such term in Section 2.6(j).

“Canadian LC Exposure” means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure of each Canadian Borrower. The Canadian LC Exposure of any Canadian Lender at any time shall be its Applicable Percentage of the total Canadian LC Exposure at such time.

“Canadian Lender Parties” means, individually and collectively as the context may require, the Canadian Administrative Agent, the Issuing Banks issuing Canadian Letters of Credit and the Canadian Lenders. Each Canadian Lender shall be a Canadian Qualified Lender.

“Canadian Lenders” means the Persons listed on the Revolving Commitment Schedule as having a Canadian Commitment (provided that such Person or an Affiliate of such Person also has a U.S. Commitment equal to its Applicable Percentage of the total Canadian Commitments) and any other Person that shall acquire a Canadian Commitment (provided that at such time such Person or an Affiliate of such Person has, or is acquiring, a U.S. Commitment equal to its Applicable Percentage of the total Canadian Commitments) pursuant to an Assignment and Assumption or pursuant to an Aggregate Commitment Increase in accordance with Section 2.9, other than any such Person that ceases to be a Canadian Lender pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Canadian Lenders” includes the Canadian Swingline Lender.

- 7 -

“Canadian Letter of Credit” means any Letter of Credit issued hereunder for the purpose of providing credit support for Vitran or any Canadian Subsidiary.

“Canadian Loan Guarantors” means, individually or collectively as the context may require (a) each Canadian Borrower, Can-Am Logistics Inc., an entity organized under the laws of Ontario, Vitran Logistics Limited, an entity organized under the laws of Ontario, Expediteur T.W. Ltée, an entity organized under the laws of Canada, 1833660 Ontario Inc., an entity organized under the laws of Ontario, 1098304 Ontario Inc., an entity organized under the laws of Ontario, Doney Holdings, Inc., an entity organized under the laws of Ontario, Rout-Way Express Lines Ltd., an entity organized under the laws of Canada, 1277050 Alberta Inc., an entity organized under the laws of Alberta, Southern Express Lines of Ontario Limited, an entity organized under the laws of Ontario, Vitran Environmental System Inc., an entity organized under the laws of Ontario and 0772703 BC Ltd., an entity organized under the laws of British Columbia, (b) any Canadian Subsidiary that becomes a party to this Agreement after the Effective Date pursuant to a Joinder Agreement and delivers a Canadian Guarantee and guarantees the payment of the Obligations pursuant to Section 5.13, and (c) the successors and assigns of the Persons described in clauses (a) and (b) of this definition.

“Canadian Loan Parties” means, individually and collectively as the context may require, each Canadian Borrower and the other Canadian Loan Guarantors.

“Canadian Loans” means, individually and collectively as the context may require, the Canadian Revolving Loans, the Canadian Swingline Loans, the Canadian Overadvances and the Canadian Protective Advances.

“Canadian Obligations” means all unpaid principal of and accrued and unpaid interest on the Canadian Loans, all Canadian LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Canadian Loan Parties to the Canadian Lenders or to any Canadian Lender, the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank with respect to Canadian Letters of Credit or any indemnified party arising under the Loan Documents.

“Canadian Overadvance” has the meaning assigned to such term in Section 2.5(d).

“Canadian Pension Plans” means each pension plan required to be registered under Canadian federal or provincial law that is maintained or contributed to by a Loan Party or any Subsidiary of any Loan Party for its Canadian employees or former Canadian employees, but does not include a Canadian Union Plan, the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

“Canadian Prime Rate” means, for any period, the rate per annum determined by the Canadian Administrative Agent to be the greater of (i) the rate of interest per annum most recently announced or established by JPMorgan Chase Bank, N.A., Toronto Branch as its reference rate in effect on such day for determining interest rates for Canadian Dollar denominated commercial loans in Canada and commonly known as “prime rate” (or its equivalent or analogous such rate), such rate not being intended to be the lowest rate of interest charged by JPMorgan Chase Bank, N.A., Toronto Branch and (ii) the sum of (a) the yearly interest rate to which the one-month CDOR Rate is equivalent plus (b) one percent (1.0%).

- 8 -

“Canadian Prime Rate Loan” means a Loan denominated in Canadian Dollars the rate of interest applicable to which is based on the Canadian Prime Rate.

“Canadian Protective Advance” has the meaning assigned to such term in Section 2.4(a).

“Canadian Qualified Lender” means a financial institution that is listed on Schedule I, II, or III of the Bank Act (Canada), has received an approval to have a financial establishment in Canada pursuant to Section 522.21 of the Bank Act (Canada) or is not a foreign bank for purposes of the Bank Act (Canada), and if such financial institution is not resident in Canada and is not deemed to be resident in Canada for purposes of the ITA, that financial institution deals at arm’s length with the Canadian Borrowers for purposes of the ITA.

“Canadian Revolving Commitment Adjustment” has the meaning assigned to such term in Section 2.9(c)(i).

“Canadian Revolving Exposure” means, with respect to any Canadian Lender at any time, the sum of (a) the outstanding principal amount of Canadian Revolving Loans of such Canadian Lender at such time, plus (b) an amount equal to such Canadian Lender’s Applicable Percentage of the aggregate principal amount of the Canadian Swingline Loans outstanding at such time, plus (c) an amount equal to the such Canadian Lender’s Applicable Percentage of the aggregate Canadian LC Exposure outstanding at such time, plus (d) an amount equal to such Canadian Lender’s Applicable Percentage of the aggregate principal amount of the Canadian Overadvances outstanding at such time.

“Canadian Revolving Loan” means a Revolving Loan made by the Canadian Lenders to a Canadian Borrower.

“Canadian Secured Obligations” means all Canadian Obligations, together with all (a) Banking Services Obligations of the Canadian Loan Parties; (b) Swap Obligations of the Canadian Loan Parties; and (c) obligations of the Canadian Borrowers under the Overdraft Accommodations, in each case owing to one or more Canadian Lenders or their respective Affiliates that have complied with Section 2.22; provided that promptly after any transaction relating to such Swap Obligation is executed, the Canadian Lender or Affiliate of a Canadian Lender party thereto (other than JPMorgan or its Affiliates) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Canadian Secured Obligation entitled to the benefits of the Collateral Documents in favour of the Canadian Lender Parties.

“Canadian Security Agreement” means, individually and collectively as the context may require, (a) the Canadian Pledge and Security Agreement, dated as of the date hereof, of the Canadian Borrowers and the other Loan Parties party thereto in favour of the Administrative Agent (for the benefit of the Lender Parties), and (b) any other pledge or security agreement entered into, after the Effective Date, by any Canadian Loan Party pursuant to the terms of this Agreement or any other Loan Document, including Section 5.13, as the same may be amended, restated or otherwise modified from time to time.

- 9 -

“Canadian Subsidiary” means any Subsidiary of Vitran that is organized under the laws of Canada or one of the provinces or territories of Canada.

“Canadian Swingline Lender” means JPMorgan Chase Bank, N.A., Toronto Branch, in its capacity as lender of Canadian Swingline Loans hereunder.

“Canadian Swingline Loan” means a Loan made by the Canadian Swingline Lender pursuant to Section 2.5(b).

“Canadian Union Plan” means any registered pension plan for the benefit of Canadian employees or former Canadian employees of a Loan Party or any of its Subsidiaries that is not maintained, sponsored or administered by a Loan Party or any of its Subsidiaries, but to which a Loan Party or any of its Subsidiaries is required to contribute pursuant to a collective agreement.

“Capital Expenditures” means, without duplication, any expenditure for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of Vitran and its Subsidiaries prepared in accordance with GAAP.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“CB Floating Rate” means the Prime Rate; provided that the CB Floating Rate (x) in respect of paragraph (a) of the definition of Prime Rate, shall never be less than the Adjusted One Month LIBOR Rate, and (y) in respect of paragraph (b) of the definition of Prime Rate, shall never be less than the greater of (i) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%, and (ii) the Federal Funds Effective Rate plus 0.05%. Any change in the CB Floating Rate due to a change in the Prime Rate, the Adjusted One Month LIBOR Rate, the Adjusted LIBO Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, the Adjusted One Month LIBOR Rate, the Adjusted LIBO Rate or the Federal Funds Effective Rate, respectively.

“CBFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the CB Floating Rate.

“CDOR Rate” means, for the relevant Interest Period, the Canadian deposit offered rate which, in turn means on any day the sum of (a) the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of banks listed in Schedule I to the Bank Act (Canada) listed in respect of the relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “Reuters Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time, as of 10:00 a.m. Toronto local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by

- 10 -

the Canadian Administrative Agent after 10:00 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest) plus (b) 0.10% per annum; provided that if such rates are not available on the Reuters Screen CDOR Page on any particular day, then the Canadian deposit offered rate component of such rate on that day shall be calculated as the cost of funds quoted by the Canadian Administrative Agent to raise Canadian dollars for the applicable Interest Period as of 10:00 a.m. Toronto local time on such day for commercial loans or other extensions of credit to businesses of comparable credit risk; or if such day is not a Business Day, then as quoted by the Canadian Administrative Agent on the immediately preceding Business Day.

“CDOR Rate Loan” means a Loan denominated in Canadian Dollars the rate of interest applicable to which is based on the CDOR Rate.

“Change in Control” means (a) the acquisition (whether by stock purchase, merger, amalgamation, consolidation or other transaction) of ownership, directly or indirectly, beneficially or of record, by any Person or group (acting collectively), of Equity Interests representing more than 20% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Vitran; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Vitran by Persons who were neither (i) nominated by the board of directors of Vitran nor (ii) appointed by directors so nominated; or (c) other than in a transaction expressly permitted under Section 6.5(k), cessation of ownership (directly or indirectly) by Vitran, free and clear of all Liens or other encumbrances, of 100% of the outstanding voting Equity Interests of the other Loan Parties on a fully diluted basis.

“Change in Law” means (a) the adoption of any law, rule, regulation or treaty (including any rules or regulations issued under or implementing any existing law) after the date of this Agreement, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Chase” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Swingline Loans, Protective Advances or Overadvances.

- 11 -

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means any and all personal/movable property owned, leased or operated by a Person expressly described as Collateral in the Collateral Documents and any and all other personal/movable property of any Loan Party, now existing or hereafter acquired, that becomes subject, under the terms of the Collateral Documents, to a security interest, hypothec or Lien in favour of the Administrative Agent, on behalf of the Lender Parties (to secure the Secured Obligations). For clarification, Collateral does not include interests in real property, intellectual property, Inventory and Equipment (other than Rolling Stock).

“Collateral Access Agreement” has the meaning assigned to such term in the Canadian Security Agreement or the U.S. Security Agreement, as applicable.

“Collateral Documents” means, individually and collectively as the context may require, the Canadian Security Agreement, the Canadian Hypothec, the U.S. Security Agreement, each Collateral Access Agreement, each Deposit Account Control Agreement, each Lock Box Agreement, each additional security and pledge agreement of a Loan Party entered into pursuant to the terms of this Agreement (including Section 5.13 hereof) or any other Loan Document and each other document granting a Lien upon the Collateral as security for payment of the Secured Obligations.

“Commercial LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Commercial LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Commercial LC Exposure at such time.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Disbursement Account” means any accounts of the Borrowers maintained with the Administrative Agent as a zero balance, cash management account pursuant to and under any agreement between a Borrower and the Administrative Agent, as modified and amended from time to time, and through which all disbursements of a Borrower, any Loan Party and any designated Subsidiary of a Borrower are made and settled on a daily basis with no uninvested balance remaining overnight.

“Convertible Debentures” means the Convertible Debentures at a yield reasonably acceptable to the Administrative Agent and having a maturity date and conversion rights on terms reasonably acceptable to the Administrative Agent and issued by Vitran pursuant to the Convertible Debentures Indenture.

“Convertible Debentures Indenture” means an Indenture dated as of a future date among Vitran as issuer, and a trustee reasonably acceptable to the Administrative Agent, including any supplemental indenture executed or delivered in connection therewith as the same may be amended, modified, waived, or supplemented from time to time and all in terms acceptable to the Administrative Agent.

- 12 -

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Exposure at such time, plus (b) an amount equal to its Applicable Percentage, if any, of the aggregate principal amount of Protective Advances outstanding at such time.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Lender Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied; (b) has notified any Borrower or any Lender Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent to funding a Loan under this Agreement (specifically identified and including the particular Default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit; (c) has failed, within three Business Days after request by a Lender Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Lender Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent; or (d) has become the subject of a Bankruptcy Event.

“Deposit Account” has the meaning set forth in Article 9 of the UCC and includes any bank account with a deposit function.

“Deposit Account Control Agreement” has the meaning assigned to such term in the Canadian Security Agreement or U.S. Security Agreement, as applicable.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.6.

“Document” has the meaning assigned to such term in the Canadian Security Agreement or the U.S. Security Agreement, as applicable.

“dollars” or “$” refers to lawful money of the United States of America.

“Dominion Trigger Period” means the period (a) commencing on the day that either (i) an Event of Default occurs or (ii) Aggregate Availability is less than $10,000,000 for three (3) consecutive Business Days, and (b) continuing until a day on which, during the preceding ninety (90) consecutive days, no Event of Default existed and Aggregate Availability has been greater than $10,000,000 at all times.

- 13 -

“EBITDA” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary losses or non-cash charges for such period, (v) any other non-cash losses or non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Net Income in a prior period), (vi) amortized debt discount, and (vii) any non-cash share-based compensation, minus (b) without duplication and to the extent included in Net Income, (i) interest income, (ii) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period, (iii) any gain or loss from the sale, exchange or other disposition of capital assets during such period, and (iv) any extraordinary gains and any non-cash items of income for such period, all calculated for Vitran and its Subsidiaries on a consolidated basis in accordance with GAAP.

“EDC Guarantee” means the Account Performance Security Guarantee - Certificate of Cover dated June 27, 2011 by and among Export Development Canada and JPMorgan Chase Bank, N.A., as amended and replaced by the Account Performance Security Guarantee – Certificate of Cover dated November 30, 2011 among the foregoing parties, including any amendments or renewals thereof on terms acceptable to the Agent.

“EDC Loan” means the loan made to Vitran by Export Development Canada in a maximum aggregate principal amount of $3,500,000, guaranteed by Vitran Express, Inc. and Vitran Logistics, Inc. and secured by a mortgage on the property known municipally as 1600 Oliver Avenue, Indianapolis, Indiana pursuant to a loan agreement dated as of December 23, 2010, as amended by the amending agreement dated November 30, 2011.

“Effective Date” means the date on which the conditions specified in Section 4.1 are satisfied (or waived in accordance with Section 9.2).

“Eligible Accounts” means, at any time, Accounts originated by any Canadian Loan Party or U.S. Borrower which the Administrative Agent determines in its Permitted Discretion are eligible as the basis for the extension of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without limiting the Administrative Agent’s Permitted Discretion, Eligible Accounts shall not include any Account:

(a) which is not subject to a first priority perfected security interest in favour of the Administrative Agent (for the benefit of the Lender Parties);

(b) which is subject to any Lien other than (i) a Lien in favour of the Administrative Agent (for the benefit of the Lender Parties), and (ii) a Permitted Encumbrance which does not have priority over the Lien in favour of the Administrative Agent (for the benefit of the Lender Parties);

- 14 -

(c) with respect to which (i) the scheduled due date is more than 60 days after the original invoice date, (ii) is unpaid more than 90 days after the date of the original invoice therefor or more than 60 days after the original due date, or (iii) which has been written off the books of the applicable Borrower or Canadian Loan Party or otherwise designated as uncollectible;

(d) which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible hereunder;

(e) which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its Affiliates to any Loan Party exceeds 15% of the aggregate amount of Eligible Accounts of all Borrowers and Canadian Loan Parties (for clarification, only the amount of Accounts in excess of such percentage shall be deemed ineligible under this clause (e));

(f) with respect to which any covenant, representation, or warranty contained in this Agreement, the U.S. Security Agreement, or in the Canadian Security Agreement, as applicable, has been breached and not cured or is not true;

(g) which (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other documentation satisfactory to the Administrative Agent in its Permitted Discretion which has been sent to the Account Debtor, (iii) represents a progress billing (which term, for greater certainty, shall not include sales in connection with an ongoing project where each sale represents a separate billable sale), (iv) is contingent upon any Borrower’s or Canadian Loan Party’s completion of any further performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or (vi) relates to payments of interest;

(h) for which the goods giving rise to such Account have not been shipped to the Account Debtor or its designee or for which the services giving rise to such Account have not been performed by the applicable Borrower or Canadian Loan Party that originated such Account or if such Account was invoiced more than once;

(i) with respect to which any cheque or other instrument of payment in the amount of $50,000 or more has been returned uncollected for any reason;

(j) which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, interim receiver, custodian, trustee, monitor, administrator, sequestrator or liquidator of its assets, (ii) has had possession of all or a material part of its property taken by any receiver, interim receiver, custodian, trustee, monitor, administrator, sequestrator or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state, provincial, territorial or federal bankruptcy laws, (iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi) ceased operation of its business;

(k) which is owed by any Account Debtor which has sold all or substantially all of its assets;

- 15 -

(l) which is owed by an Account Debtor which (i) does not maintain its chief executive office or principal place of business in the U.S. or Canada or (ii) is not organized under applicable law of the U.S., any state of the U.S., Canada, or any province or territory of Canada unless, in either case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of, and is directly drawable by, the Administrative Agent;

(m) which is owed in any currency other than U.S. or Canadian dollars;

(n) which is owed by (i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the U.S. or Canada unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession of the Administrative Agent, (ii) the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq., the “Assignment of Claims Act”), has been complied with to the Administrative Agent’s satisfaction, or (iii) the federal government of Canada, unless the Financial Administration Act (Canada), as amended, has been complied with to the Administrative Agent’s satisfaction and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction in its Permitted Discretion;

(o) which is owed by any Affiliate, employee, officer, director, agent or stockholder of any Loan Party;

(p) which, for any Account Debtor, exceeds a credit limit determined by the Administrative Agent, to the extent of such excess;

(q) which is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(r) which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

(s) which is evidenced by any promissory note, chattel paper, or instrument;

(t) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the applicable Borrower or Canadian Loan Party to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrower or Canadian Loan Party has filed such report or qualified to do business in such jurisdiction;

(u) with respect to which such Borrower or Canadian Loan Party has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and such Borrower or Canadian Loan Party created a new receivable for the unpaid portion of such Account;

- 16 -

(v) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state, provincial, territorial or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board;

(w) which is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than such Borrower or Canadian Loan Party has or has had an ownership interest in such goods, or which indicates any party other than such Borrower or Canadian Loan Party as payee or remittance party;

(x) which was created on cash on delivery terms; or

(y) which the Administrative Agent determines may not be paid by reason of the Account Debtor’s inability to pay or which the Administrative Agent otherwise determines, in its Permitted Discretion, is unacceptable for any reason whatsoever.

In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that such Borrower or Canadian Loan Party may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by such Borrower or Canadian Loan Party to reduce the amount of such Account. Notwithstanding anything to the contrary set forth herein, the Administrative Agent shall not (x) change the standards of eligibility set forth herein to make such standards more restrictive or (y) exclude from Eligible Accounts any Account that meets the eligibility standards set forth herein unless, in either case, the Administrative Agent shall have provided the Borrower Representative not less than five (5) Business Days advance notice of such change or exclusion.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of

- 17 -

any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equipment” means equipment as defined in the PPSA or UCC, as applicable.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Equivalent Amount” means, on any date of determination, with respect to obligations or valuations denominated in one currency (the “first currency”), the amount of another currency (the “second currency”) which would result from the conversion of the relevant amount of the first currency into the second currency at the 12:00 noon rate quoted by Bloomberg on www.bloomberg.com/markets/currencies/fxc.html (Page BOFC or such other Page as may replace such Page for the purpose of displaying such exchange rates) on such date or, if such date is not a Business Day, on the Business Day immediately preceding such date of determination, or at such other rate as may have been agreed in writing between Borrower Representative and Administrative Agent.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure of any Borrower or any of its ERISA Affiliates to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC or other Governmental Authority, or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the

- 18 -

imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; or (h) the notice from any Governmental Authority of the imposition of excise taxes with respect to any Plan or a disqualification of any Plan.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excluded Subsidiaries” means Vitran S.a.r.l., a Luxembourg entity, and Vitran Rt., a Hungarian entity.

“Excluded Taxes” means, with respect to any payment made by any Loan Party under any Loan Document, any of the following Taxes imposed on or with respect to a Recipient: (a) income or franchise Taxes imposed on (or measured by) net income by the United States of America, or by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any other jurisdiction in which any Borrower is located (as of the date of this Agreement), and (c) in the case of a Non-U.S. Lender (other than an assignee pursuant to a request by a Borrower under Section 2.19(b)), any U.S. Federal withholding Taxes resulting from any law in effect (including FATCA) on the date such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lender’s failure to comply with Section 2.17(f) other than as a result of a change in law, treaty, regulation, ruling or official interpretation, after the date the Non-U.S. Lender became a party to this Agreement, except to the extent that such Non-U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding Taxes pursuant to Section 2.17(a).

“Existing Canadian Letters of Credit” means the letters of credit listed on Schedule 2.6 hereto, which letters of credit have been issued by an Issuing Bank or any Lender for the purpose of providing capital support to a Canadian Loan Party.

“Existing Letters of Credit” means the Existing Canadian Letters of Credit and the Existing U.S. Letters of Credit.

“Existing U.S. Letters of Credit” means the letters of credit listed on Schedule 2.6 hereto, which letters of credit have been issued by an Issuing Bank or any Lender for the purpose of providing credit support to a U.S. Borrower.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement and any regulations or official interpretations thereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as

- 19 -

published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means that certain Fee Letter dated as of November 7, 2011 by and among, amongst others, the Agents, J.P. Morgan Securities LLC and Vitran.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of a Borrower

“Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) EBITDA minus the unfinanced portion of Capital Expenditures (but excluding any Capital Expenditures relating to any real property purchased in the first and second fiscal quarters of 2011 up to a maximum amount of $4,700,000, and offset by the proceeds of sales of fixed assets, for the relevant period, provided that such unfinanced portion of Capital Expenditures does not result in an amount that is less than zero) to (b) Fixed Charges, all calculated for Vitran and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Fixed Charge Coverage Trigger Period” means the period (a) commencing on the day that either (i) an Event of Default occurs, or (ii) Aggregate Availability falls below $10,000,000 for three (3) consecutive Business Days, and (b) continuing until a day on which during the preceding ninety (90) consecutive days, no Event of Default existed and Aggregate Availability has been greater than $10,000,000 at all times.

“Fixed Charges” means, with reference to any period, without duplication, cash Interest Expense, plus prepayments and scheduled principal payments on Indebtedness (excluding Operating Leases) made during such period (which, for the twelve (12) month period between October 31, 2011 and October 31, 2012, shall be based on a pro-forma amount of approximately $2,000,000, provided that any excess amount in payments made during that period shall be reflected in the period) (other than the Revolving Loans), plus expense for taxes paid in cash (net of cash refunds received in such period, provided that such expense for taxes paid in cash does not result in an amount less than zero), plus Restricted Payments paid in cash, plus Capital Lease Obligation payments (which, for the twelve (12) month period between October 31, 2011 and October 31, 2012, shall be based on a pro-forma amount of approximately $2,000,000, provided that any excess amount expended during that period shall be reflected in the period), plus cash contributions to any Plan or any Canadian Pension Plan, all calculated for Vitran and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Funding Accounts” has the meaning assigned to such term in Section 4.1(h).

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, Canada, any other nation or any political subdivision thereof, whether state, provincial, territorial, or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

- 20 -

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.1.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations of such Person under any liquidated earn-out, (l) all Swap Obligations of such Person, and (m) any other Off-Balance Sheet Liability of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For purposes of this definition, the Swap Obligation of a Person with respect to any Swap Agreement, at any date of calculation, shall be the amount that would be owing by such Person under the Swap Agreement if such agreement was terminated on the date of calculation, net of such amounts that would be owed to such Person under all other Swap Agreements with the same counterparty if so terminated on such date.

- 21 -

“Indemnified Taxes” means (a) Taxes other than Excluded Taxes, imposed on or with respect to any payment made by any Loan Party under any Loan Document and (b) Other Taxes.

“Interest Election Request” means a request by the Borrower Representative to convert or continue a Revolving Borrowing in accordance with Section 2.8.

“Interest Expense” means, with reference to any period, total interest expense (whether cash or non-cash interest expense and including interest expense attributable to Capital Lease Obligations) of Vitran and its Subsidiaries for such period with respect to all outstanding Indebtedness of Vitran and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP), calculated on a consolidated basis for Vitran and its Subsidiaries for such period in accordance with GAAP.

“Interest Payment Date” means (a) with respect to any CBFR Loan and Canadian Prime Rate Loan (other than a Swingline Loan), the first Business Day of each calendar month and the Maturity Date, and (b) with respect to any Eurodollar Loan or CDOR Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part.

“Interest Period” means with respect to: (a) any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower Representative may elect, and (b) any CDOR Rate Borrowing, the period commencing on the date of such Borrowing and ending on the day in the calendar month that is 30, 60, 90 or 180 days thereafter, as the Borrower Representative may elect; provided, that, in each case, (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a CDOR Rate Borrowing or a Eurodollar Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Inventory” means inventory as defined in the PPSA or the UCC, as applicable.

“Investment Grade Eligible Accounts” means Eligible Accounts that are owing by an Account Debtor who has a credit rating of “BBB-” or better by S&P or “Baa3” or better by Moody’s.

“IRS” means the United States Internal Revenue Service.

- 22 -

“Issuing Bank” means each of JPMorgan Chase Bank, N.A. and, with respect to Letters of Credit issued for the account of a Canadian Borrower, JPMorgan Chase Bank, N.A., Toronto Branch or, to the extent the beneficiary of such Letter of Credit requires such issuing bank to be a bank listed in Schedule I to the Bank Act (Canada), another Lender that is listed in said Schedule I to the Bank Act (Canada), as applicable, each in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.6(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Banks” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ITA” means the Income Tax Act (Canada) and the regulations thereunder, as amended.

“Joinder Agreement” has the meaning assigned to such term in Section 5.11.

“JPMorgan” means collectively, JPMorgan Chase Bank, N.A., a national banking association and JPMorgan Chase Bank, N.A., Toronto Branch, an authorized foreign bank branch under Schedule III of the Bank Act (Canada), each in their individual capacity, and their successors.

“Judgment Currency Conversion Date” has the meaning assigned to such term in Section 9.18.

“knowledge” means, with respect to any Loan Party, the actual knowledge after due inquiry of any director, officer, or any member of senior management of such Loan Party.

“LC Collateral Account” has the meaning assigned to such term in Section 2.6(j).

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of the U.S. LC Exposure and the Canadian LC Exposure.

“Lender Parties” means, individually and collectively as the context may require, the Agents, the Lenders (including, without limitation, any Lender or Lender Affiliate providing Banking Services, Swap Agreements or Overdraft Accommodations pursuant to this Agreement) and the Issuing Banks.

“Lenders” means, individually and collectively as the context may require, the Canadian Lenders and the U.S. Lenders. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lenders.

“Letter of Credit” means any letter of credit or similar instrument (including a bank guarantee) acceptable to the Administrative Agent and the applicable Issuing Bank issued pursuant to this Agreement.

- 23 -

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is (x) less than zero, it shall be deemed zero, or (y) not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” means, individually and collectively as the context may require, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications, the Collateral Documents, the Loan Guaranty, the Canadian Guarantee, the U.S. Guarantee, the Priority and Access Agreement, the Fee Letter, and each additional guarantee entered into by a Canadian Loan Party pursuant to Section 5.13, and all other agreements, instruments, documents and certificates identified in Section 4.1 executed and delivered to, or in favour of, the Administrative Agent, the Canadian Administrative Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent, the Canadian Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated thereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Guarantor” means (a) with respect to the U.S. Obligations, each Loan Party and any other Person that becomes a U.S. Loan Guarantor pursuant to Section 5.13; and (b) with respect to the Canadian Obligations, each Loan Party and any other Person that becomes a Loan Guarantor pursuant to Section 5.13.

“Loan Guaranty” means Article X of this Agreement and each separate Guarantee, Canadian Guarantee and U.S. Guarantee, in form and substance satisfactory to the Administrative Agent, delivered by each Loan Guarantor that is a Subsidiary of Vitran, as it may be amended or modified and in effect from time to time.

- 24 -

“Loan Parties” means, individually and collectively as the context may require, the Canadian Loan Parties and the U.S. Loan Parties.

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Overadvances and Protective Advances.

“Lock Box Agreement” means, individually and collectively as the context may require, each “Lock Box Agreement” referred to in the U.S. Security Agreement and the Canadian Security Agreement.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise, of Vitran and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral, the Administrative Agent’s Liens (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) on the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Canadian Administrative Agent, the Issuing Bank or the Lenders under any of the Loan Documents.

“Material Contracts” has the meaning assigned to such term in Section 3.12.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Vitran and its Subsidiaries in an aggregate principal amount exceeding $7,500,000. For purposes of determining Material Indebtedness, the “obligations” of any Loan Party or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Maturity Date” means November 30, 2014 or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

“Maximum Liability” has the meaning assigned to such term in Section 10.9.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Income” means, for any period, the consolidated net income (or loss) of Vitran and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Vitran or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which Vitran or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Vitran or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is prohibited by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

- 25 -

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.2(d).

“Non-Paying Guarantor” has the meaning assigned to such term in Section 10.10.

“Non-U.S. Lender” means a Lender that is not a U.S. Person.

“Obligated Party” has the meaning assigned to such term in Section 10.2.

“Obligations” means, individually and collectively as the context may require, the U.S. Obligations and the Canadian Obligations.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person.

“Operating Leases” means any lease of (or other agreement conveying the right to use) any real or personal property by any Loan Party, as lessee, other than any capital leases.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced, any Loan Document), or sold or assigned an interest in any Loan Document).

- 26 -

“Other Taxes” means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.19(b)).

“Overadvances” means, individually and collectively as the context may require, the U.S. Overadvances and the Canadian Overadvances.

“Overdraft Accommodation” has the meaning assigned to such term in Section 2.5(h)(i).

“Overdraft Accommodation Maximum Amount” means $2,000,000 (or the Equivalent Amount in Canadian Dollars) as such amount may be reduced or increased in accordance with Section 2.5(h)(ii); provided that, if the Overdraft Accommodation is cancelled in accordance with Section 2.5(h)(ii), such amount shall equal zero.

“Overdraft Accommodation Reserve” means an amount equal to the Overdraft Accommodation Maximum Amount.

“Overdrafts” means the amounts, if any, by which any individual bank account maintained by any Canadian Borrower with Royal Bank of Canada (at any time that it is a Lender under this Agreement) is overdrawn or otherwise has a negative cash balance, whether in consequence of any electronic transfer or otherwise.

“Parent” means, with respect to any Lender, the Person as to which such Lender is, directly or indirectly, a subsidiary.

“Participant” has the meaning set forth in Section 9.4.

“Paying Guarantor” has the meaning assigned to such term in Section 10.10.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Pension Event” means (a) the whole or partial withdrawal of a Canadian Loan Party from a Canadian Pension Plan during a plan year; or (b) the filing of a notice of interest to terminate in whole or in part a Canadian Pension Plan or the treatment of a Canadian Pension Plan amendment as a termination or partial termination; or (c) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to administer a Canadian Pension Plan; or (d) any other event or condition which might constitute grounds for the termination of, winding up or partial termination of winding up or the appointment of trustee to administer, any Canadian Pension Plan.

“Permitted Acquisition” means any Acquisition by any Borrower or Loan Guarantor in a transaction that satisfies each of the following requirements: (a) such Acquisition is not a hostile acquisition or contested by the Person to be acquired; (b) the assets being acquired (other than a de minimis amount of assets in relation to Borrowers’ and Loan Guarantors’ total assets), or the

- 27 -

Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of Borrowers or a business reasonably related thereto and the Person whose Equity Interests or assets being acquired has had positive cash flow for the immediately preceding twelve (12) months, as determined by the Administrative Agent in its Permitted Discretion; (c) both before and after giving effect to such Acquisition, each of the representations and warranties in the Loan Documents is true and correct; (d) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of such Acquisition; (e) as soon as available, but not less than twenty (20) days prior to such Acquisition, the Borrowers have provided Administrative Agent (i) notice of such Acquisition and (ii) a copy of all available business and financial information reasonably requested by Administrative Agent including pro forma financial statements, statements of cash flow, financial covenant projections, and Aggregate Availability projections; (f) not later than: (i) ten (10) Business Days prior to the anticipated closing date of such Acquisition, Borrowers shall have provided the Administrative Agent with the then current drafts of the acquisition agreement and other material documents relative to such Acquisition, which agreement and documents must be reasonably acceptable to Administrative Agent and (ii) one (1) Business Day prior to the anticipated closing date of such Acquisition, Borrowers shall have provided the Administrative Agent with the final copies of the acquisition agreement and other material documents relative to such Acquisition, which agreement and documents shall not substantially differ from the documents provided under item (i) above and must be reasonably acceptable to the Administrative Agent; (g) if such Acquisition is an acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a wholly-owned Subsidiary of a Borrower or Loan Guarantor and, in accordance with Section 5.13, a Loan Party pursuant to the terms of this Agreement; (h) if such Acquisition is an acquisition of assets, the Acquisition is structured so that a Borrower or Loan Guarantor shall acquire such assets; (i) the assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within the United States or Canada, or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States or Canada; (j) no Indebtedness will be incurred, assumed, or would exist with respect to Vitran or its Subsidiaries as a result of such Acquisition, other than Indebtedness permitted under Section 6.1 and no Liens will be incurred, assumed, or would exist with respect to the assets of Vitran or its Subsidiaries as a result or such Acquisition other than Permitted Liens; (k) if the aggregate value of consideration paid (including, for greater certainty, by the assumption of Indebtedness permitted by this Agreement, if any) for an individual Acquisition is (i) less than or equal to $10,000,000, Aggregate Availability shall exceed $20,000,000 (for the period of thirty (30) consecutive days prior to, and after giving effect to any such Acquisition, on a proforma basis) and the Fixed Charge Coverage Ratio for the 12 months most recently ended for which financial information is available (calculated with giving effect to such proposed Acquisitions) shall not be less than 1.1 to 1.00, or (ii) greater than $10,000,000, Aggregate Availability shall exceed $30,000,000, (for the period of thirty (30) consecutive days prior to, and after giving effect to any such Acquisition, on a proforma basis) and the Fixed Charge Coverage Ratio for the 12 months most recently ended for which financial information is available (calculated with giving effect to such proposed Acquisitions) shall not be less than 1.1 to 1.00; and (l) the aggregate value of the consideration paid (including for greater certainty by the assumption of Indebtedness permitted hereunder) for any individual Acquisition and in the aggregate for all Acquisitions, during the term of this Agreement, shall not exceed $30,000,000 (or such greater amount as may be approved in writing by Required Lenders in their discretion).

- 28 -

Three Acquisitions will be permitted during the term of this Agreement. In no event will assets acquired pursuant to a Permitted Acquisition constitute assets eligible for inclusion in the Canadian Borrowing Base or the U.S. Borrowing Base, as applicable, prior to completion of a field examination and other due diligence acceptable to Administrative Agent in its Permitted Discretion.

“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.4;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.4;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of any Borrower or any Subsidiary;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or Canada (or by any agency thereof to the extent such obligations are backed by the full faith and credit of such government), in each case maturing within one year from the date of acquisition thereof;

- 29 -

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or Canada or any State or province thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated A by S&P and A by Moody’s, and (iii) have portfolio assets of at least $5,000,000.

“Permitted Lien” means any Lien permitted under Section 6.2.

“Person” means any natural person, corporation, limited liability company, unlimited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“PPSA” means the Personal Property Security Act (Ontario), including the regulations thereto and related Minister’s Orders, provided that if perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder or under any other Loan Document on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction in Canada other than the Province of Ontario, “PPSA” means the Personal Property Security Act or such other applicable legislation in effect from time to time in such other jurisdiction in Canada for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Prepayment Event” means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any assets of any Loan Party, other than (i) dispositions described in Section 6.5(a), and (ii) dispositions of any real property which secure the Indebtedness under the Real Estate Loan Agreement; or

- 30 -

(b) subject to the reinvestment rights contemplated by Section 5.10, any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any assets of any Loan Party; or

(c) the issuance by Vitran of any Equity Interests, other than Equity Interests issued to directors, management or employees pursuant to any stock-based compensation arrangement, or the receipt by Vitran of any capital contribution; or

(d) the incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.1.

“Prime Rate” means (a) for the purpose of Loans made available to the U.S. Borrowers, the rate of interest per annum publicly announced from time to time by JPMorgan as its prime rate at its offices at 270 Park Avenue in New York City or any successor executive office, and (b) for the purpose of dollar-denominated Loans made available to a Canadian Borrower, the rate of interest per annum publicly announced from time to time by the Canadian Administrative Agent at its Toronto office as its U.S. base rate for dollar-denominated commercial loans; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Priority and Access Agreement” means the Priority, Access and Waiver Agreement by and among, amongst others, the Agent, CMLS Financial Ltd. and the Borrowers, dated as of the date hereof, on terms and conditions acceptable to the Administrative Agent.

“Priority Payables Reserve” means reserves for amounts secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority to the Administrative Agent’s or any other Canadian Lender Parties’ Liens including, without limitation, in the Permitted Discretion of the Canadian Administrative Agent, any such amounts due and not paid for wages, vacation pay, amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the ITA, amounts currently or past due and not paid for realty, municipal or similar taxes (to the extent impacting personal or moveable property) and all amounts currently or past due and not contributed, remitted or paid to or under any Canadian Pension Plan or under the Canada Pension Plan, the Pension Benefits Act (Ontario) or any similar legislation other than amounts included in the Wage Earner Protection Act Reserve.

“Proceeds of Crime Act” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended from time to time, and including all regulations thereunder.

“Projections” has the meaning assigned to such term in Section 5.1(e).

“Protective Advance” means, individually and collectively as the context may require, the U.S. Protective Advances and the Canadian Protective Advances.

“Real Estate Facility” means the credit facility in the minimum aggregate amount of $45,000,000 provided pursuant to the Real Estate Loan Agreement on terms and conditions acceptable to the Administrative Agent.

- 31 -

“Real Estate Loan Agreement” means, collectively, (i) the amended and restated commitment letter dated as of November 30, 2011 by and among, amongst others, Expéditeur T.W. Ltee., as borrower and Vitran Corporation Inc. and Vitran Express Cananda Inc., as guarantors and CMLS Financial Ltd., as lender, as amended, restated, modified, replaced, waived or supplemented from time to time, and (ii) the amended and restated commitment letter dated as of November 30, 2011 by and among, amongst others, Vitran Express Canada Inc., as borrower and Expéditeur T.W. Ltee. and Vitran Corporation Inc., as guarantors and CMLS Financial Ltd., as lender, as amended, restated, modified, replaced, waived or suppmented from time to time.

“Recipient” means any Lender Party and their respective Affiliates, officers, employees or agents.

“Register” has the meaning set forth in Section 9.4.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Report” means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits pertaining to the Loan Parties’ assets from information furnished by or on behalf of the Loan Parties, after the Administrative Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent.

“Required Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Aggregate Credit Exposure and unused Revolving Commitments representing at least 66^2/3% of the sum of the total Aggregate Credit Exposure and total unused Revolving Commitments at such time; provided that, as long as there are only two Lenders, Required Lenders shall mean both Lenders.

“Requirement of Law” means, as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves” means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including, without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Priority Payable Reserves, Wage Earner Protection Act Reserves, Banking Services Reserves, Overdraft Accommodation Reserve, volatility reserves, reserves for dilution of Accounts, reserves for rent at locations leased by any Loan Party where Collateral (other than Rolling Stock) is located, reserves for all claims of any Person, operator or carrier to whom Subsection 3 of Section 191.0.1 of the Highway Traffic Act (Ontario), reserves for carrier liens and constructive trust claims of carriers, or any similar laws of any jurisdiction, applies, reserves for Swap Obligations, reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured,

- 32 -

underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation that are reasonably likely to become actual liabilities and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party; provided that to the extent any reserve (including, without limitation, any Priority Payables Reserve, Wage Earner Protection Act Reserves, Banking Services Reserve, or reserve for Swap Obligations) with respect to any specific item, claim, liability or potential claim or liability is deducted by the Administrative Agent in the computation of the U.S. Borrowing Base, such reserve for such specific item, claim, liability or potential claim or liability shall not be deducted in the computation of the Canadian Borrowing Base, and vice-versa, it being the intention of the parties to avoid duplication of reserves with respect to any specific item, claim, liability or potential claim or liability in the computation of the Aggregate Borrowing Base, Canadian Borrowing Base and U.S. Borrowing Base.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in any Loan Party, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in Vitran or any option, warrant or other right to acquire any such Equity Interests in Vitran.

“Revolving Commitment” means, with respect to each Lender, individually and collectively as the context may require, the U.S. Commitment and the Canadian Commitment of such Lender. The initial Aggregate Revolving Commitments total $85,000,000.

“Revolving Commitment Schedule” means the Schedule attached hereto identified as such.

“Revolving Exposure” means, individually and collectively as the context may require, the U.S. Revolving Exposure and the Canadian Revolving Exposure.

“Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.

“Revolving Loan” means a Loan made pursuant to Section 2.1.

“Rolling Stock” has the meaning assigned to such term in the Canadian Security Agreement or the U.S. Security Agreement, as applicable.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“Secured Obligations” means, individually and collectively as the context may require, the U.S. Secured Obligations and the Canadian Secured Obligations.

“Securities Account” has the meaning assigned to such term in Article 8 of the UCC or the Securities Transfer Act, 2006 of Ontario, as applicable.

- 33 -

“Settlement” has the meaning assigned to such term in Section 2.5(g).

“Settlement Date” has the meaning assigned to such term in Section 2.5(g).

“Standby LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding standby Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have not yet been reimbursed by or on behalf of the Borrowers at such time. The Standby LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Standby LC Exposure at such time.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the Secured Obligations to the written satisfaction of the Administrative Agent.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any direct or indirect subsidiary of a Loan Party, as applicable.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement.

- 34 -

“Swap Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction.

“Swingline Exposure” means, at any time, the sum of the aggregate undrawn amount of all outstanding Swingline Loans at such time. The Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

“Swingline Lender” means, individually and collectively as the context may require, the U.S. Swingline Lender and the Canadian Swingline Lender.

“Swingline Loan” means, individually and collectively as the context may require, each U.S. Swingline Loan and each Canadian Swingline Loan.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges, fees, assessments, or withholdings imposed by any Governmental Authority, including any interest, additions to tax, fines or penalties applicable thereto.

“Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder and the granting of Liens under the Collateral Documents.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Canadian Prime Rate, the CDOR Rate, the Adjusted LIBO Rate, or the CB Floating Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Illinois or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“U.S. Availability” means, as of any date of determination, (a) the lesser of (i) the total U.S. Commitments as of such date, and (ii) the U.S. Borrowing Base as of such date, minus (b) the total U.S. Revolving Exposure as of such date (excluding the aggregate undrawn amount of each outstanding Letter of Credit issued on behalf of the U.S. Loan Parties and backed by the EDC Guarantee), minus (c) the aggregate amount of all outstanding trade payables of each Loan

- 35 -

Party which the Administrative Agent determines have not been paid within historical U.S. Loan Party practices (other than trade payables being contested or disputed by the U.S. Loan Party in good faith), all as determined by the Administrative Agent in its Permitted Discretion.

“U.S. Borrower” or “U.S. Borrowers” means, individually or collectively, as the context may require, (a) Vitran Corporation, a Nevada corporation, Vitran Express, Inc., a Pennsylvania corporation, Las Vegas/L.A. Express, Inc., a California corporation, Vitran Logistics Corp., a Delaware corporation, Vitran Logistics, Inc., an Indiana corporation, Shorthaul Transport Corporation, an Indiana corporation and Midwest Supply Chain, Inc., a Kansas corporation, and (b) any U.S. Subsidiary of Vitran that becomes a party to this Agreement as an additional U.S. Borrower after the Effective Date pursuant to a Joinder Agreement in accordance with Section 5.13.

“U.S. Borrowing Base” means, at any time, the sum of (a) up to 85% of the Eligible Accounts owing to the U.S. Borrowers at such time that are not Eligible Accounts set forth in (b)(ii) of this definition, plus (b) the lesser of (i) $12,000,000, and (ii) up to 90% of the Eligible Accounts owing to the U.S. Borrowers at such time that are Investment Grade Eligible Accounts, minus (c) Reserves. The Administrative Agent may, in its Permitted Discretion, reduce the advance rates set forth above, adjust Reserves or reduce one or more of the other sub-limits used in computing the U.S. Borrowing Base.

“U.S. Cash Management Bank” means (a) as of the Effective Date, Fifth Third Bank in its capacity as the principal depositary bank for the U.S. Loan Parties, and (b) at any time after the Effective Date, any one or more of the Lenders selected by the U.S. Loan Parties, with the prior written consent of the U.S. Administrative Agent, such consent not to be unreasonably withheld or delayed, to become the successor principal depository bank for the U.S. Loan Parties; provided that, unless the U.S. Administrative Agent otherwise consents in writing, no Person shall become the successor “U.S. Cash Management Bank” unless and until such Person shall have entered into a Deposit Account Control Agreement with the U.S. Loan Parties and the Administrative Agent in form and substance reasonably acceptable to the U.S. Administrative Agent.

“U.S. Collection Account” means the account at JPMorgan Chase Bank, N.A., so designated by the Administrative Agent, in a written notice delivered to the Borrower Representative, to be the “U.S. Collection Account”, to which funds on deposit in Deposit Accounts maintained by the U.S. Loan Parties with the U.S. Cash Management Bank and all collections and other payments received in respect of the Accounts of the U.S. Loan Parties by the U.S. Cash Management Bank shall be remitted at all times during a Dominion Trigger Period.

“U.S. Commitment” means, with respect to each U.S. Lender, the commitment, if any, of such U.S. Lender to make U.S. Revolving Loans and to acquire participations in U.S. Letters of Credit, U.S. Overadvances and U.S. Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such U.S. Lender’s U.S. Revolving Exposure hereunder, as such commitment may be reduced or increased from time to time pursuant to (a) Section 2.9 and (b) assignments by or to such U.S. Lender pursuant to Section 9.4. The initial amount of each U.S. Lender’s U.S. Commitment is set forth on the Revolving

- 36 -

Commitment Schedule, or in the Assignment and Assumption pursuant to which such U.S. Lender shall have assumed its U.S. Commitment, as applicable. The U.S. Commitment is a sub-facility of the Revolving Commitment and is not in addition to the Revolving Commitment.

“U.S. Guarantee” means, individually and collectively as the context may require (a) the Guarantee agreement dated as of the date hereof by the U.S. Loan Guarantors in favour of the Administrative Agent (for the benefit of the Lender Parties) and (b) any other Guarantee agreement entered into after the Effective Date by any U.S. Loan Party in favour of the Administrative Agent (for the benefit of the Lender Parties) and governed by the laws of Illinois pursuant to the terms of this Agreement, or any other Loan Document, including Section 5.13, in each case, as the same may be amended, restated or otherwise modified from time to time.

“U.S. LC Exposure” means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure of the U.S. Borrowers. The U.S. LC Exposure of any U.S. Lender at any time shall be its Applicable Percentage of the total U.S. LC Exposure at such time.

“U.S. Lender Parties” means, individually and collectively as the context may require, the Administrative Agent, the U.S. Lenders, and the Issuing Banks issuing U.S. Letters of Credit.

“U.S. Lenders” means the Persons listed on the Revolving Commitment Schedule as having a U.S. Commitment (provided that such Person or Affiliate of such Person also has a Canadian Commitment equal to its Applicable Percentage of the total U.S. Commitments) and any other Person that shall acquire a U.S. Commitment (provided that at such time such Person or an Affiliate of such Person has, or is acquiring a Canadian Commitment equal to its Applicable Percentage of the total U.S. Commitments) pursuant to an Assignment and Assumption or pursuant to an Aggregate Commitment Increase in accordance with Section 2.9, other than any such Person that ceases to be such a Person hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “U.S. Lenders” includes the U.S. Swingline Lender.

“U.S. Letter of Credit” means any Letter of Credit issued hereunder for the purpose of providing credit support for any U.S. Borrower.

“U.S. Loan Guarantor” means, individually or collectively, as the context may require (a) Vitran Corporation, an entity organized under the laws of Nevada, Vitran Express Inc., an entity organized under the laws of Pennsylvania, Vitran Logistics Corp., an entity organized under the laws of Delaware, Vitran Logistics, Inc., an entity organized under the laws of Indiana, Las Vegas/L.A. Express, Inc., an entity organized under the laws of California, Shorthaul Transport Corporation, an entity organized under the laws of Indiana, and Midwest Supply Chain, Inc., an entity organized under the laws of Kansas, (b) any U.S. Subsidiary that becomes a party to this Agreement after the Effective Date pursuant to a Joinder Agreement and delivers a U.S. Guarantee and guarantees the payment of the Obligations pursuant to Section 5.13 and (c) the successor and assigns of the Persons described in clauses (a) and (b) of this definition.

“U.S. Loan Parties” means, individually or collectively, as the context may require, the U.S. Borrowers and the U.S. Loan Guarantors.

- 37 -

“U.S. Loans” means, individually and collectively as the context may require, the U.S. Revolving Loans, the U.S. Swingline Loans, the U.S. Overadvances, and the U.S. Protective Advances.

“U.S. Obligations” means, with respect to the U.S. Loan Parties, all unpaid principal of and accrued and unpaid interest on the U.S. Loans, all U.S. LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the U.S. Loan Parties to the Lenders or to any Lender, the Administrative Agent, any Issuing Bank with respect to a U.S. Letter of Credit or any indemnified party arising under the Loan Documents.

“U.S. Overadvance” has the meaning assigned to such term in Section 2.5(c).

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Protective Advance” has the meaning assigned to such term in Section 2.4(a).

“U.S. Revolving Exposure” means, with respect to any U.S. Lender at any time, the sum of (a) the outstanding principal amount of U.S. Revolving Loans of such U.S. Lender at such time, plus (b) an amount equal to such U.S. Lender’s Applicable Percentage of the aggregate principal amount of the U.S. Swingline Loans outstanding at such time, plus (c) an amount equal to the such U.S. Lender’s Applicable Percentage of the aggregate U.S. LC Exposure outstanding at such time, plus (d) an amount equal to such U.S. Lender’s Applicable Percentage of the aggregate principal amount of the U.S. Overadvances outstanding at such time.

“U.S. Revolving Loan” means a Revolving Loan made to the U.S. Borrowers.

“U.S. Secured Obligations” means all U.S. Obligations, together with all (a) Banking Services Obligations of the U.S. Loan Parties and (b) Swap Obligations of the U.S. Loan Parties, in each case, owing to one or more U.S. Lenders or their respective Affiliates that have complied with Section 2.22; provided that promptly after any transaction relating to such Swap Obligation is executed, the U.S. Lender or Affiliate of a U.S. Lender party thereto (other than JPMorgan or its Affiliates) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a U.S. Secured Obligation entitled to the benefits of the Collateral Documents in favour of the U.S. Lender Parties.

“U.S. Security Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, between the U.S. Borrowers and the other Loan Parties party thereto and the Administrative Agent, for the benefit of the Lender Parties and any other pledge or security agreement entered into, after the Effective Date by any other U.S. Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the same may be amended, restated or otherwise modified from time to time.

“U.S. Subsidiary” means any Subsidiary of Vitran that is organized under the laws of the United States, any State of the United States or the District of Columbia.

“U.S. Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of U.S. Swingline Loans hereunder.

- 38 -

“U.S. Swingline Loan” means a Loan made by the U.S. Swingline Lender pursuant to Section 2.5(a).

“Vitran” means Vitran Corporation Inc., an entity organized under the laws of Ontario, Canada.

“Wage Earner Protection Act Reserve” means, on any date of determination, a reserve established from time to time by Administrative Agent in such amount as Administrative Agent determines reflects the amounts that may become due under the Wage Earner Protection Program Act (Canada) with respect to the employees of any Loan Party employed in Canada which would give rise to a Lien with priority under applicable law over the Lien of Administrative Agent.

“Weekly Reporting Trigger Period” means the period (a) commencing on the day that either (i) an Event of Default occurs or (ii) Aggregate Availability is less than $10,000,000 for three (3) consecutive Business Days; and (b) continuing until a day on which, during the preceding ninety (90) consecutive days, no Event of Default existed and Aggregate Availability has been greater than $10,000,000 at all times.

“Withdrawal Liability” means 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 of Title IV of ERISA.

“Withholding Agent” means any Borrower or Agent.

1.2 Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

1.3 Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,

- 39 -

and Exhibits and Schedules to, this Agreement, (e) any reference in any definition to the phrase “at any time” or “for any time” shall refer to the same time or period for all calculations or determination within such definition, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall be deemed to include “movable property”, (b) “real property” shall be deemed to include “immovable property”, (c) “tangible property” shall be deemed to include “corporeal property”, (d) “intangible property” shall be deemed to include “incorporeal property”, (e) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (f) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (g) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (h) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (i) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (j) an “agent” shall be deemed to include a “mandatary”.

1.4 Accounting Terms; GAAP.

Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

1.5 Currency Matters.

Principal, interest, reimbursement obligations, fees, and all other amounts payable under this Agreement and the other Loan Documents to Administrative Agent and the Lenders shall be payable in the currency in which such Obligations are denominated. Unless stated otherwise, all calculations, comparisons, measurements or determinations under this Agreement shall be made in dollars. For the purpose of such calculations, comparisons, measurements or determinations, amounts or proceeds denominated in other currencies shall be converted to the Equivalent Amount of dollars on the date of calculation, comparison, measurement or determination. In particular, without limitation, for purposes of valuations or computations under Article II, Article III, Article V, Article VI and Article VII and calculating the Canadian Availability, the Canadian

- 40 -

Borrowing Base, the Canadian Commitments, the Canadian LC Exposure, Canadian Overadvances, Canadian Protective Advances, Canadian Revolving Exposure, eligibility criteria including Eligible Accounts, Revolving Commitments or Revolving Exposure, unless expressly provided otherwise, where a reference is made to a dollar amount, the amount is to be considered as the amount in dollars and, therefore, each other currency shall be converted into the Equivalent Amount thereof in dollars.

ARTICLE II – THE CREDITS

2.1 Revolving Commitments.

Subject to the terms and conditions set forth herein, (a) each U.S. Lender agrees to make U.S. Revolving Loans to the U.S. Borrowers denominated in dollars from time to time during the Availability Period, and (b) each Canadian Lender agrees to make Canadian Revolving Loans to the Canadian Borrowers denominated in either dollars or Canadian Dollars from time to time during the Availability Period, so long as, in each case after giving effect thereto:

(i) the U.S. Revolving Exposure, Canadian Revolving Exposure or Revolving Exposure of any Lender would not exceed such Lender’s U.S. Commitment, Canadian Commitment (minus each Lender’s Applicable Percentage of the Overdraft Accommodation Maximum Amount) or Revolving Commitment (minus each Lender’s Applicable Percentage of the Overdraft Accommodation Maximum Amount), as the case may be;

(ii) U.S. Availability would not be less than zero;

(iii) Canadian Availability would not be less than zero; and

(iv) Aggregate Availability would not be less than zero;

subject to the Administrative Agent’s or Canadian Administrative Agent’s authority, as applicable, in their sole discretion, to make Protective Advances and Overadvances pursuant to the terms of Section 2.4 and 2.5. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Revolving Loans.

2.2 Loans and Borrowings.

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. Any Protective Advance, any Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.4 and 2.5.

(b) Subject to Section 2.14, each Revolving Borrowing denominated in Canadian Dollars shall be comprised entirely of Canadian Prime Rate Loans or CDOR Rate Loans and each Revolving Borrowing denominated in dollars shall be comprised

- 41 -

entirely of CBFR Loans or Eurodollar Loans, in each case, as the Borrower Representative may request in accordance herewith, provided that all Borrowings made on the Effective Date must be made as Canadian Prime Rate Borrowings or CBFR Borrowings but may be converted into CDOR Rate Borrowings or Eurodollar Borrowings, as applicable, in accordance with Section 2.8. Each Swingline Loan shall be a Canadian Prime Rate Loan or an CBFR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 and not less than $250,000. At the commencement of each Interest Period for any CDOR Rate Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of Cdn.$250,000 and not less than Cdn.$250,000. CBFR Revolving Borrowings and Canadian Prime Rate Revolving Borrowings may be in any amount. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of: (i) five (5) Eurodollar Borrowings outstanding under the U.S. Revolving Loans, (ii) five (5) Eurodollar Borrowings outstanding under the Canadian Revolving Loans; and (iii) five (5) CDOR Rate Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, neither the Borrower Representative nor any Borrower shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date, or commence or end in a period of Default or Event of Default.

2.3 Requests for Revolving Borrowings.

To request a Revolving Borrowing, the Borrower Representative shall notify the Administrative Agent or the Canadian Administrative Agent, as applicable, of such request either in writing (delivered by hand, facsimile or electronic mail) in a form approved by the Administrative Agent or the Canadian Administrative Agent, as applicable, and signed by the Borrower Representative or by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 p.m., Chicago time, three Business Days before the date of the proposed Borrowing, (b) in the case of a CDOR Rate Borrowing, not later than 12:00 p.m., Chicago time, three Business Days before the date of the proposed Borrowing, (c) in the case of a CBFR Borrowing, not later than 12:00 p.m., Chicago time, on the date of the proposed Borrowing, or (d) in the case of a Canadian Prime Rate Borrowing, not later than 12:00 p.m., Chicago time, on the date of the proposed Borrowing; provided that any such notice of a CBFR Revolving Borrowing or a Canadian Prime Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.6(e) may be given not later than 12:00 p.m., Chicago time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or electronic mail to the Administrative

- 42 -

Agent or the Canadian Administrative Agent, as applicable, of a written Borrowing Request in a form reasonably approved by the Administrative Agent or the Canadian Administrative Agent, as applicable, and signed by the Borrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.1:

(i) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be a CBFR Borrowing, a Eurodollar Borrowing, a Canadian Prime Rate Borrowing, or a CDOR Rate Borrowing; and

(iv) in the case of a Eurodollar Borrowing or a CDOR Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.”

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be (a) a CBFR Borrowing in the case of a Revolving Borrowing requested in dollars, and (b) a Canadian Prime Rate Borrowing in the case of a Revolving Borrowing requested in Canadian Dollars. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing or CDOR Rate Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

2.4 Protective Advances.

(a) Subject to the limitations set forth below, the Administrative Agent and the Canadian Administrative Agent, as applicable, are authorized by the Borrowers and the Lenders, from time to time in the Administrative Agent’s or the Canadian Administrative Agent’s, as the case may be, sole discretion (but, in either case, shall have absolutely no obligation to), to make (i) in the case of the Administrative Agent, Loans to the U.S. Borrowers in dollars, on behalf of the U.S. Lenders (each such Loan, a “U.S. Protective Advance”), or (ii) in the case of the Canadian Administrative Agent, Loans to a Canadian Borrower in Canadian Dollars or dollars, on behalf of the Canadian Lenders (each such Loan, a “Canadian Protective Advance”), which the Administrative Agent or Canadian Administrative Agent, as applicable, in its Permitted Discretion, deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (C) to pay any other amount chargeable to or required to be paid by the applicable Borrower pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses

- 43 -

as described in Section 9.3) and other sums payable under the Loan Documents; provided that, (x) the aggregate amount of U.S. Protective Advances outstanding at any time shall not exceed $7,000,000 and (y) the aggregate amount of Canadian Protective Advances outstanding at any time shall not exceed Cdn.$3,000,000; provided further that, (1) the aggregate amount of outstanding U.S. Protective Advances in favour of the U.S. Borrowers plus the aggregate U.S. Revolving Exposure shall not exceed the aggregate U.S. Commitments, (2) the aggregate amount of outstanding Canadian Protective Advances in favour of the Canadian Borrowers plus the aggregate Canadian Revolving Exposure plus the Overdraft Accommodation Maximum Amount shall not exceed the aggregate Canadian Commitments, and (3) the aggregate amount of all outstanding Protective Advances plus the Aggregate Revolving Exposure plus the Overdraft Accommodation Maximum Amount shall not exceed the Aggregate Revolving Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied. The (i) U.S. Protective Advances shall be secured by the Liens in favour of the Administrative Agent (for the benefit of the U.S. Lender Parties) in and to the Collateral of the Loan Parties; and (ii) Canadian Protective Advances shall be secured by the Liens in favour of the Administrative Agent (for the benefit of the Canadian Lender Parties) in and to the Collateral of the Loan Parties. All U.S. Protective Advances shall constitute U.S. Obligations and all Canadian Protective Advances shall constitute Canadian Obligations. All U.S. Protective Advances and Canadian Protective Advances denominated in dollars shall be CBFR Borrowings, and all Canadian Protective Advances denominated in Canadian Dollars shall be Canadian Prime Rate Borrowings. The Administrative Agent’s or Canadian Administrative Agent’s, as the case may be, authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s or the Canadian Administrative Agent’s (as applicable) receipt thereof. At any time that there is sufficient: (I) U.S. Availability and the conditions precedent set forth in Section 4.2 have been satisfied, the Administrative Agent may request the U.S. Lenders to make a U.S. Revolving Loan to repay a U.S. Protective Advance; and (II) Canadian Availability and the conditions precedent set forth in Section 4.2 have been satisfied, the Canadian Administrative Agent may request the Canadian Lenders to make a Canadian Revolving Loan, in the currency in which the applicable Canadian Protective Advance was denominated, to repay a Canadian Protective Advance. At any other time the Administrative Agent or Canadian Administrative Agent (as applicable) may require the Lenders to fund, in the currency in which the applicable Protective Advance was denominated, their risk participations described in Section 2.4(b).

(b) Upon the making of a U.S. Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each U.S. Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent without recourse or warranty, an undivided interest and participation in such U.S. Protective Advance in proportion to its Applicable Percentage. Upon the making of a Canadian

- 44 -

Protective Advance by the Canadian Administrative Agent (whether before or after the occurrence of a Default), each Canadian Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Administrative Agent without recourse or warranty, an undivided interest and participation in such Canadian Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent or the Canadian Administrative Agent, as applicable, in respect of such Protective Advance.

2.5 Swingline Loans, Overadvances and Overdraft Accommodations.

(a) The Administrative Agent, the U.S. Swingline Lender and the U.S. Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests a CBFR Borrowing on behalf of any U.S. Borrower, the U.S. Swingline Lender may in its discretion (but shall not be obligated to) elect to have the terms of this Section 2.5(a) apply to such Borrowing Request by advancing, on behalf of the U.S. Lenders and in the amount requested, same day funds to the U.S. Borrowers, on the applicable Borrowing date to the Funding Account(s) of U.S. Borrowers (each such Loan made solely by the U.S. Swingline Lender pursuant to this Section 2.5(a) is referred to in this Agreement as a “U.S. Swingline Loan”), with settlement among them as to the U.S. Swingline Loans to take place on a periodic basis as set forth in Section 2.5(g). Each U.S. Swingline Loan shall be subject to all the terms and conditions applicable to other CBFR Loans funded by the U.S. Lenders, except that all payments thereon shall be payable to the U.S. Swingline Lender solely for its own account. In addition, the U.S. Borrowers hereby authorize the U.S. Swingline Lender to, and the U.S. Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 11:00 a.m., Chicago time, on each Business Day, make available to the U.S. Borrowers by means of a credit to the Funding Account(s) of U.S. Borrowers, the proceeds of a U.S. Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account of any U.S. Borrower that day (as determined based on notice from the Administrative Agent). The aggregate amount of U.S. Swingline Loans outstanding at any time shall not exceed $10,000,000. The U.S. Swingline Lender shall not make any U.S. Swingline Loan if the requested U.S. Swingline Loan would cause (x) U.S. Availability to be less than zero or (y) Aggregate Availability to be less than zero. All U.S. Swingline Loans shall be CBFR Borrowings.

- 45 -

(b) The Canadian Administrative Agent, the Canadian Swingline Lender and the Canadian Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests a CBFR Borrowing or a Canadian Prime Rate Borrowing on behalf of a Canadian Borrower, the Canadian Swingline Lender may in its discretion (but shall not be obligated to) elect to have the terms of this Section 2.5(b) apply to such Borrowing Request by advancing, on behalf of the Canadian Lenders and in the amount requested, same day funds to the Canadian Borrowers, on the applicable Borrowing date to the Funding Account(s) of Canadian Borrowers (each such Loan made solely by the Canadian Swingline Lender pursuant to this Section 2.5(b) is referred to in this Agreement as a “Canadian Swingline Loan”), with settlement among them as to the Canadian Swingline Loans to take place on a periodic basis as set forth in Section 2.5(g). Each Canadian Swingline Loan shall be subject to all the terms and conditions applicable to other CBFR Loans or Canadian Prime Rate Loans, as applicable, funded by the Canadian Lenders, except that all payments thereon shall be payable to the Canadian Swingline Lender solely for its own account. In addition, the Canadian Borrowers hereby authorize the Canadian Swingline Lender to, and the Canadian Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 11:00 a.m., Chicago time, on each Business Day, make available to the Canadian Borrowers by means of a credit to the Funding Account(s) of Canadian Borrowers, the proceeds of a Canadian Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account of any Canadian Borrower that day (as determined based on notice from the Canadian Administrative Agent). The aggregate amount of Canadian Swingline Loans outstanding at any time shall not exceed $10,000,000. The Canadian Swingline Lender shall not make any Canadian Swingline Loan if the requested Canadian Swingline Loan would cause (x) Canadian Availability to be less than zero or (y) Aggregate Availability to be less than zero. All Canadian Swingline Loans shall be CBFR Borrowings or Canadian Prime Rate Borrowings.

(c) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent may in its sole discretion (at any time that no Event of Default has occurred and is continuing) or otherwise with Required Lender consent (but with absolutely no obligation), make U.S. Revolving Loans to the U.S. Borrowers, on behalf of the U.S. Lenders, in amounts that exceed U.S. Availability (any such excess U.S. Revolving Loans are herein referred to collectively as “U.S. Overadvances”); provided that, no U.S. Overadvance shall result in a Default due to U.S. Borrowers’ failure to comply with Section 2.1 for so long as such U.S. Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such U.S. Overadvance. In addition, U.S. Overadvances may be made even if the condition precedent set forth in Section 4.2(c) has not been satisfied. All U.S. Overadvances shall constitute CBFR Borrowings. The authority of the Administrative Agent to make U.S. Overadvances is limited to an aggregate amount not to exceed $3,000,000 at any time, no U.S. Overadvance may remain outstanding for more than thirty days, no U.S. Overadvance shall cause any U.S. Lender’s U.S. Revolving Exposure to exceed its U.S. Commitment, and no U.S. Overadvance shall cause the Aggregate Revolving Exposure plus the Overdraft

- 46 -

Accommodation Maximum Amount to exceed the Aggregate Revolving Commitments; provided that, the Required Lenders may at any time revoke the Administrative Agent’s authorization to make U.S. Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.

(d) Any provision of this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Canadian Administrative Agent may in its sole discretion (at any time that no Event of Default has occurred and is continuing) or otherwise with Required Lender consent (but with absolutely no obligation), make Canadian Revolving Loans to the Canadian Borrowers, on behalf of the Canadian Lenders, in amounts that exceed Canadian Availability (any such excess Canadian Revolving Loans are herein referred to collectively as “Canadian Overadvances”); provided that, no Canadian Overadvance shall result in a Default due to Canadian Borrowers’ failure to comply with Section 2.1 for so long as such Canadian Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Canadian Overadvance. In addition, Canadian Overadvances may be made even if the condition precedent set forth in Section 4.2(c) has not been satisfied. All Canadian Overadvances shall constitute CBFR Borrowings or Canadian Prime Rate Borrowings. The authority of the Canadian Administrative Agent to make Canadian Overadvances is limited to an aggregate amount not to exceed $2,000,000 at any time, no Canadian Overadvance may remain outstanding for more than thirty (30) days, no Canadian Overadvance shall cause any Canadian Lender’s Canadian Revolving Exposure plus its Applicable Percentage of the Overdraft Accommodation Maximum Amount to exceed its Canadian Commitment, and no Canadian Overadvance shall cause the Aggregate Revolving Exposure plus the Overdraft Accommodation Maximum Amount to exceed the Aggregate Revolving Commitments; provided that, the Required Lenders may at any time revoke the Canadian Administrative Agent’s authorization to make Canadian Overadvances. Any such revocation must be in writing and shall become effective prospectively upon the Canadian Administrative Agent’s receipt thereof.

(e) Upon the making of a U.S. Swingline Loan or a U.S. Overadvance (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such U.S. Swingline Loan or U.S. Overadvance), each U.S. Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the U.S. Swingline Lender or the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such U.S. Swingline Loan or U.S. Overadvance in proportion to its Applicable Percentage of the U.S. Commitment. The U.S. Swingline Lender or the Administrative Agent may, at any time, require the U.S. Lenders to fund their participations. From and after the date, if any, on which any U.S. Lender is required to fund its participation in any U.S. Swingline Loan or U.S. Overadvance purchased hereunder, the Administrative Agent shall promptly distribute to such U.S. Lender, such U.S. Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Loan.

- 47 -

(f) Upon the making of a Canadian Swingline Loan or an Canadian Overadvance (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Canadian Swingline Loan or Canadian Overadvance), each Canadian Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Canadian Swingline Lender or the Canadian Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Canadian Swingline Loan or Canadian Overadvance in proportion to its Applicable Percentage of the Canadian Commitment. The Canadian Swingline Lender or the Canadian Administrative Agent may, at any time, require the Canadian Lenders to fund their participations. From and after the date, if any, on which any Canadian Lender is required to fund its participation in any Canadian Swingline Loan or Canadian Overadvance purchased hereunder, the Canadian Administrative Agent shall promptly distribute to such Canadian Lender, such Canadian Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Canadian Administrative Agent in respect of such Loan.

(g) Each of the Administrative Agent and the Canadian Administrative Agent, on behalf of the U.S. Swingline Lender or the Canadian Swingline Lender, as applicable, shall request settlement (a “Settlement”) with the U.S. Lenders or Canadian Lenders, as applicable, on at least a weekly basis or on any more frequent date that the Administrative Agent or Canadian Administrative Agent, as the case may be, elects, by notifying the applicable Revolving Lenders of such requested Settlement by facsimile, telephone, or electronic mail no later than 12:00 p.m., Chicago time, on the date of such requested Settlement (the “Settlement Date”). With respect to Settlements involving U.S. Loans, each U.S. Lender (other than the U.S. Swingline Lender, in the case of the U.S. Swingline Loans) shall transfer in dollars the amount of such U.S. Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to an account of the Administrative Agent as the Administrative Agent may designate, not later than 12:00 p.m., Chicago time, on such Settlement Date. With respect to Settlements involving Canadian Loans, each Canadian Lender (other than the Canadian Swingline Lender, in the case of the Canadian Swingline Loans) shall transfer, in the currency in which the applicable Loan was denominated, the amount of such Canadian Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Canadian Administrative Agent, to an account of the Canadian Administrative Agent as the Canadian Administrative Agent may designate, not later than 12:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.2 have then been satisfied. Such amounts transferred to: (i) the Administrative Agent shall be applied against the

- 48 -

amounts of the U.S. Swingline Lender’s U.S. Swingline Loans and, together with U.S. Swingline Lender’s Applicable Percentage of such U.S. Swingline Loan, shall constitute U.S. Revolving Loans of such U.S. Lenders, respectively; and (ii) the Canadian Administrative Agent shall be applied against the amounts of the Canadian Swingline Lender’s Canadian Swingline Loans and, together with Canadian Swingline Lender’s Applicable Percentage of such Canadian Swingline Loan, shall constitute Canadian Revolving Loans of such Canadian Lenders, respectively. If any such amount is not transferred to the Administrative Agent or the Canadian Administrative Agent, as applicable, by any Revolving Lender on such Settlement Date, the applicable Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.7.

(h)

(i) Subject to the limitations set forth below, Royal Bank of Canada is authorized by the Canadian Borrowers and all Lenders, from time to time, to permit Overdrafts to be created in favour of any Canadian Borrower, in an aggregate amount outstanding for all Canadian Borrowers, at any time, not to exceed the Overdraft Accommodation Maximum Amount (any such Overdraft advances are herein referred to as “Overdraft Accommodations”); provided that, (1) the aggregate amount of outstanding Overdraft Accommodations in favour of the Canadian Borrowers plus the aggregate Canadian Revolving Exposure shall not exceed the aggregate Canadian Commitments, and (2) the aggregate amount of outstanding Overdraft Accommodations plus the Aggregate Revolving Exposure shall not exceed the Aggregate Revolving Commitments. The Overdraft Accommodation is a discretionary product which may be cancelled by Royal Bank of Canada at any time upon three (3) Business Days’ prior written notice to the Borrower Representative. Once cancelled, the product will no longer be available, or be subject to re-instatement, during the term of this Agreement.

(ii) The Borrower Representative may, upon three (3) Business Days’ prior written notice to Royal Bank of Canada (with a copy to the Administrative Agent), request a reduction or increase to the Overdraft Accommodation Maximum Amount and the corresponding Overdraft Accommodation Reserve; provided that (i) only two (2) such adjustments may be made in any fiscal year, and (ii) any increase shall not result in the Overdraft Accommodation Maximum Amount exceeding $2,000,000 (or the Equivalent Amount in Canadian Dollars).

(iii) The Overdraft Accommodations shall be secured by the Administrative Agent’s Liens in and to the Collateral and shall constitute Canadian Secured Obligations hereunder.

- 49 -

2.6 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit (denominated in dollars in the case of U.S. Letters of Credit and denominated in either dollars or Canadian Dollars in the case of Canadian Letters of Credit) for its own account or for the account of another Borrower (for themselves or for the benefit of a Loan Party), in a form reasonably acceptable to the applicable Issuing Bank, the Administrative Agent in the case of U.S. Letters of Credit, and the Canadian Administrative Agent in the case of Canadian Letters of Credit, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent in the case of U.S. Letters of Credit and the Canadian Administrative Agent in the case of Canadian Letters of Credit (with a copy to the Administrative Agent) (in each case, prior to 11:00 a.m., Chicago time, at least three Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, whether such Letter of Credit is to be issued for the account of a Canadian Loan Party or a U.S. Borrower, the currency in which such Letter of Credit will be denominated (which may be in: (x) dollars in the case of U.S. Letters of Credit and (y) dollars or Canadian Dollars in the case of Canadian Letters of Credit), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, the applicable Borrower also shall submit a letter of credit application on the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the U.S. LC Exposure shall not exceed $22,000,000 (with respect to Letters of Credit issued hereunder and not supported by the EDC Guarantee) plus $12,186,723 (with respect to Letters of Credit issued hereunder and supported by the EDC Guarantee), (ii) the Canadian LC Exposure

- 50 -

shall not exceed $3,000,000 (with respect to Letters of Credit issued hereunder and not supported by the EDC Guarantee) plus $1,000,000 (with respect to Letters of Credit issued hereunder and supported by the EDC Guarantee), (iii) U.S. Availability shall not be less than zero, (iv) Canadian Availability shall not be less than zero, (v) Aggregate Availability shall not be less than zero; and (vi) the U.S. Revolving Exposure, Canadian Revolving Exposure (plus each Lender’s Applicable Percentage of the Overdraft Accommodation Maximum Amount) or Revolving Exposure (plus each Lender’s Applicable Percentage of the Overdraft Accommodation Maximum Amount) of any Lender would not exceed any such Lender’s U.S. Commitment, Canadian Commitment or Revolving Commitment, as the case may be.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided that any Letter of Credit with a one year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above).

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Revolving Lenders, the applicable Issuing Bank hereby grants to each U.S. Lender, with respect to a U.S. Letter of Credit, and each Canadian Lender, with respect to a Canadian Letter of Credit, and each U.S. Lender and Canadian Lender, as applicable, hereby acquires from the applicable Issuing Bank, a participation in each such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, (i) with respect to each U.S. Letter of Credit, each U.S. Lender hereby absolutely and unconditionally agrees to pay in dollars to the Administrative Agent, and (ii) with respect to any Canadian Letters of Credit, each Canadian Lender hereby absolutely and unconditionally promises to pay, in the same currency in which such Canadian Letter of Credit is issued, the Canadian Administrative Agent, in each case for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement, made by such Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to such Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, U.S. Commitments or Canadian Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

- 51 -

(e) Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to (i) the Administrative Agent (in the case of any U.S. Letter of Credit) in dollars, and (ii) the Canadian Administrative Agent (in the case of any Canadian Letter of Credit) in the same currency as the applicable LC Disbursement, an amount equal to such LC Disbursement not later than noon, Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than noon, Chicago time, on (x) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 10:00 a.m., Chicago time, on the day of receipt, or (y) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.3 or 2.5 that such payment be financed with a CBFR Revolving Borrowing or U.S. Swingline Loan (in the case of U.S. Letters of Credit), or a Canadian Prime Rate Revolving Borrowing or Canadian Swingline Loan (in the case of Canadian Letters of Credit), in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting CBFR Revolving Borrowing, Canadian Prime Rate Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall notify each U.S. Lender of the applicable LC Disbursement with respect to U.S. Letters of Credit and each Canadian Lender of the applicable LC Disbursement with respect of Canadian Letters of Credit, the payment then due from the applicable Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice with respect to any Letter of Credit, each U.S. Lender (in the case of any U.S. Letter of Credit) and each Canadian Lender (in the case of any Canadian Letter of Credit) shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the applicable Borrower, in the same manner as provided in Section 2.7 with respect to Loans made by such Lender (and Section 2.7 shall apply, mutatis mutandis, to the payment obligations of the applicable Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent or the Canadian Administrative Agent, as the case may be, of any payment from the Borrowers pursuant to this paragraph or any payment by Export Development Canada pursuant to the EDC Guarantee, the Administrative Agent and Canadian Administrative Agent, as applicable, shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the

- 52 -

funding of CBFR Revolving Loans, Canadian Prime Rate Revolving Loans, or a Swingline Loan as contemplated above) shall not constitute a Loan (but shall be a Secured Obligation) and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The joint and several obligations of U.S. Borrowers to reimburse LC Disbursements and the joint and several obligations of Canadian Borrowers to reimburse LC Disbursements on account of Canadian Letters of Credit, in each case, as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Canadian Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are caused by such Issuing Bank’s gross negligence or wilful misconduct (as finally determined by a court of competent jurisdiction) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

- 53 -

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent (in the case of U.S. Letters of Credit), the Canadian Administrative Agent (in the case of Canadian Letters of Credit) and the applicable Borrower by telephone (confirmed by facsimile or electronic mail) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the applicable Issuing Bank and the applicable Revolving Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to: (i) CBFR Revolving Loans in the case of LC Disbursements made in dollars; and (ii) Canadian Prime Rate Revolving Loans in the case of LC Disbursements made in Canadian Dollars; provided that, if the applicable Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(f) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.

(i) Replacement of the Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the Administrative Agent, the Issuing Bank to be replaced and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

- 54 -

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Administrative Agent, the Canadian Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, (i) the U.S. Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the U.S. Lenders (the “LC Collateral Account”), an amount in cash in dollars equal to 105% of the U.S. LC Exposure as of such date plus accrued and unpaid interest thereon; and (ii) the Canadian Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Canadian Lenders (the “Canadian LC Collateral Account”), an amount in cash in Canadian Dollars or dollars, as applicable equal to 105% of the Canadian LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations in the case of deposits in the LC Collateral Account, and the Canadian Secured Obligations in the case of deposits in the Canadian LC Collateral Account. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts; and (x) the U.S. Borrowers hereby grant the Administrative Agent (for the benefit of the Lender Parties) a security interest in the LC Collateral Account and (y) each Canadian Borrower hereby grants the Administrative Agent (for the benefit of the Canadian Lender Parties) a security interest in the Canadian LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the U.S. Borrowers or the Canadian Borrowers, as applicable, for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Required Lenders), be applied, in the case of moneys in the LC Collateral Account, to satisfy other Secured Obligations or, in the case of moneys in the Canadian LC Collateral Account, to satisfy other Canadian Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid), together with all interest thereon, if any, shall be returned to the Borrowers within three Business Days after all such Events of Default have been cured or waived.

- 55 -

(k) Treatment of Existing Letters of Credit. On the Effective Date, (i) each Existing U.S. Letter of Credit, to the extent outstanding, shall automatically and without further action by the parties thereto be deemed converted into a U.S. Letter of Credit under this Agreement (as reflected on Schedule 2.6) and each Existing Canadian Letter of Credit, to the extent outstanding, shall automatically and without further action by the parties thereto be deemed converted into a Canadian Letter of Credit under this Agreement (as reflected on Schedule 2.6), in each case, pursuant to this Section 2.6 and subject to the provisions hereof as if each such Existing U.S. Letter of Credit and each Existing Canadian Letter of Credit had been issued on the Effective Date, (ii) each Existing U.S. Letter of Credit shall be included in the calculation of U.S. LC Exposure and each Existing Canadian Letter of Credit shall be included in the calculation of Canadian LC Exposure, and (iii) all liabilities of the Borrowers and the other Loan Parties with respect to such Existing Letters of Credit shall constitute Obligations.

2.7 Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., Chicago time, to the account of the Administrative Agent or the Canadian Administrative Agent, as applicable, most recently designated by it for such purpose by notice to the Lenders; provided that, Swingline Loans shall be made as provided in Section 2.5. Each of the Administrative Agent and the Canadian Administrative Agent, as applicable, will make such Loans available to the Borrower Representative by promptly crediting the amounts so received, in like funds, to the Funding Account(s); provided that CBFR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.6(e) shall be remitted by the Administrative Agent or the Canadian Administrative Agent, as applicable, to the applicable Issuing Bank, (ii) a U.S. Protective Advance or a U.S. Overadvance shall be retained by the Administrative Agent, and (iii) a Canadian Protective Advance or a Canadian Overadvance shall be retained by the Canadian Administrative Agent. U.S. Loans and participations in U.S. Swingline Loans and U.S. Letters of Credit will be funded by each U.S. Lender pro rata in accordance with its Applicable Percentage of the U.S. Commitments. Canadian Loans and participations in Canadian Swingline Loans and Canadian Letters of Credit will be funded by each Canadian Lender pro rata in accordance with its Applicable Percentage of the Canadian Commitments.

(b) Unless the Administrative Agent or the Canadian Administrative Agent, as applicable, shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent or the Canadian Administrative Agent, as applicable, such Lender’s share of such Borrowing, the Administrative Agent or the Canadian Administrative Agent, as applicable, may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent or the Canadian Administrative Agent, as applicable, then the applicable Lender and the

- 56 -

Borrowers severally agree to pay to the Administrative Agent or the Canadian Administrative Agent, as applicable, forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent or the Canadian Administrative Agent, as applicable, at (i) in the case of such Lender, the greater of either the Federal Funds Effective Rate (in the case of dollar denominated amounts) or the Canadian Administrative Agent’s cost of funds (in the case of Canadian Dollar denominated amounts) and a rate determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation, or (ii) in the case of the Borrowers, the interest rate applicable to CBFR Loans (in the case of dollar denominated amounts), or Canadian Prime Rate Loans (in the case of Canadian Dollar denominated amounts). If such Lender pays such amount to the Administrative Agent or the Canadian Administrative Agent, as applicable, then such amount shall constitute such Lender’s Loan included in such Borrowing.

2.8 Interest Elections.

(a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing or a CDOR Rate Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower Representative may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing or a CDOR Rate Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing, provided that a Borrowing in one currency may only be converted to another Type of Borrowing denominated in the same currency as the Borrowing to be so converted. This Section shall not apply to Swingline Borrowings, Overadvances or Protective Advances, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower Representative shall notify the (i) Administrative Agent, with respect to each U.S. Revolving Loan, and (ii) the Canadian Administrative Agent (with a copy to the Administrative Agent) with respect to any Canadian Revolving Loan, of such election by telephone by the time that a Borrowing Request would be required under Section 2.3 if the Borrowers were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent or the Canadian Administrative Agent (with a copy to the Administrative Agent), as applicable, of a written Interest Election Request in a form approved by the Administrative Agent or the Canadian Administrative Agent, as applicable, and signed by the Borrower Representative.

- 57 -

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.2:

(i) the name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing, if in Canadian Dollars, is to be a Canadian Prime Rate Borrowing or a CDOR Rate Borrowing, or, if in dollars is to be an CBFR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing or a CDOR Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing or a CDOR Rate Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request by (i) the Administrative Agent, the Administrative Agent shall advise each U.S. Lender of the details thereof and of such U.S. Lender’s portion of each resulting Borrowing, and (ii) the Canadian Administrative Agent, the Canadian Administrative Agent shall advise each Canadian Lender of the details thereof and of such Canadian Lender’s portion of each resulting Borrowing.

(e) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a CBFR Borrowing. Notwithstanding any contrary provision hereof, if a Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as a Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to a CBFR Borrowing at the end of the Interest Period applicable thereto.

- 58 -

(f) If the Borrower Representative fails to deliver a timely Interest Election Request with respect to a CDOR Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a Canadian Prime Rate Borrowing. Notwithstanding any contrary provision hereof, if a Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as a Default is continuing (i) no outstanding Borrowing may be converted to or continued as a CDOR Rate Borrowing and (ii) unless repaid, each CDOR Rate Borrowing shall be converted to a Canadian Prime Rate Borrowing of the same class at the end of the Interest Period applicable thereto.

2.9 Termination of Commitments; Increase or Adjustments in Revolving Commitments.

(a) Unless previously terminated, all Revolving Commitments shall terminate on the Maturity Date. For clarification, all U.S. Commitments and Canadian Commitments, as sub-facilities of the Revolving Commitments, shall terminate upon the termination of the Revolving Commitments.

(b) The Borrowers may at any time terminate the Revolving Commitments upon (i) the payment in full in cash of all outstanding U.S. Loans, in the case of the U.S. Commitment, and Canadian Loans, in the case of the Canadian Commitment, together with accrued and unpaid interest thereon and on any U.S. Letters of Credit, in the case of the U.S. Commitment, and Canadian Letters of Credit, in the case of the Canadian Commitment, as applicable, (ii) the cancellation and return of all outstanding U.S. Letters of Credit, in the case of the U.S. Commitment, and Canadian Letters of Credit, in the case of the Canadian Commitment (or alternatively, (A) with respect to each such U.S. Letter of Credit, the deposit in the LC Collateral Account of cash in dollars equal to 105% of the U.S. LC Exposure or with respect to each such Canadian Letter of Credit, the deposit in the Canadian LC Collateral Account of cash in Canadian Dollars or dollars, as applicable equal to 105% Canadian LC Exposure, as applicable, as of such date in accordance with Section 2.6(j), or (B) with the consent of the Administrative Agent and the Canadian Administrative Agent, as applicable, and each applicable Issuing Bank, a back-up standby letter of credit equal to 105% of the U.S. LC Exposure or Canadian LC Exposure, as applicable, as of such date), (iii) the payment in full in cash of the accrued and unpaid fees, and (iv) the payment in full in cash of all reimbursable expenses and other U.S. Obligations or Canadian Obligations, as applicable, together with accrued and unpaid interest thereon. For clarification, all U.S. Commitments and Canadian Commitments, as sub-facilities of the Revolving Commitments, shall terminate upon the termination of the Revolving Commitments.

(i) The Borrower Representative may, by written notice to the Administrative Agent, request that the Administrative Agent and the Lenders increase or decrease the total Canadian Commitments (a “Canadian Revolving Commitment Adjustment”), which request shall

- 59 -

be granted provided that each of the following conditions are satisfied: (i) only two Canadian Revolving Commitment Adjustments may be made in any fiscal year (such adjustment to be made within 30 days of the delivery of the Compliance Certificate contemplated by Section 5.1(d) (with respect to delivery under Section 5.1(c)) and a Borrowing Base Certificate contemplated by Section 5.1(f), in each case, for the most recently ended month, (ii) the written request for a Canadian Revolving Commitment Adjustment must be received by the Administrative Agent at least thirty (30) Days prior to the requested date (which shall be a Business Day) of the effectiveness of such Canadian Revolving Commitment Adjustment (such date of effectiveness, the “Adjustment Date”), (iii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or both immediately before and after giving effect thereto as of the Adjustment Date, (iv) any increase in the total Canadian Commitments shall result in a dollar-for-dollar decrease in the total U.S. Commitments, and vice-versa for any decrease in the total Canadian Commitments pursuant to this Section, (v) in no event shall the total Canadian Commitments plus the total U.S. Commitments exceed the Aggregate Revolving Commitments, (vi) each of the total U.S. Commitments and total Canadian Commitments shall at no time exceed, after any such adjustments, $85,000,000 (or any such greater amount in effect after a permitted increase pursuant to Section 2.9(d)), (vii) no Canadian Revolving Commitment Adjustment shall be permitted if, after giving effect thereto, an overadvance would exist, and (viii) the Administrative Agent shall have received a certificate of the Borrower Representative dated as of the Adjustment Date certifying the satisfaction of all such conditions (including calculations thereof in reasonable detail) and otherwise in form and substance reasonably satisfactory to the Administrative Agent. Any such Canadian Revolving Commitment Adjustment shall be in an amount equal to $5,000,000 or a multiple of $1,000,000 in excess thereof and shall concurrently increase or reduce, as applicable, (1) the total U.S. Commitments then in effect pro rata among the U.S. Lenders and (2) the total Canadian Commitments then in effect pro rata among the Canadian Lenders. After giving effect to any Canadian Revolving Commitment Adjustment, the Canadian Commitment of each Canadian Lender shall be equal to such Canadian Lender’s pro rata share of the amount of the total Canadian Commitments.

(ii) The Administrative Agent shall promptly inform the Lenders of any request for a Canadian Revolving Commitment Adjustment made by the Borrower Representative. If the conditions set forth in clause (c)(i) above are not satisfied on the applicable Adjustment Date (or, to the extent such conditions relate to an earlier date, such earlier date), the Administrative Agent shall notify the Borrower Representative in writing that the requested Canadian Revolving Commitment Adjustment

- 60 -

will not be effectuated; provided, however, that the Administrative Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by the Borrower Representative pursuant to clause (c)(i)(viii) above in making its determination as to the satisfaction of such conditions. On each Adjustment Date, the Administrative Agent shall notify the Lenders and the Borrower Representative, on or before 1:00 p.m. (Chicago time), by telecopier, electronic mail or telex, of the occurrence of the Canadian Revolving Commitment Adjustment to be effected on such Adjustment Date, the amount of Revolving Loans held by each Lender as a result thereof, the amount of the U.S. Revolving Exposure of each U.S. Lender and the amount of the Canadian Revolving Exposure of each Canadian Lender as a result thereof.

(c) The Borrower Representative shall notify the Administrative Agent and the Canadian Administrative Agent of any election to terminate the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent or the Canadian Administrative Agent, as applicable, shall advise the U.S. Lenders or the Canadian Lenders, as applicable, of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Commitments shall be permanent.

(d) The Borrowers shall have the right to increase the Aggregate Revolving Commitments by obtaining additional Revolving Commitments, either from one or more of the Lenders or another lending institution provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of three (3) such requests, (iii) the Administrative Agent has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, (v) the aggregate amount of all such increases shall not exceed $30,000,000, and (vi) the conditions described in Section 2.9(e) shall be satisfied. Administrative Agent may, in consultation with the Borrower Representative, allocate the additional Revolving Commitments between U.S. Commitments and Canadian Commitments so long as subject to Section 2.9(f) each Lender maintains Canadian Commitments equal to such Lender’s Applicable Percentage of the total U.S. Commitments and U.S. Commitments equal to such Lender’s Applicable Percentage of Total Canadian Commitments.

- 61 -

(e) Any amendment hereto for such an increase or addition shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and the Lender(s) being added or increasing their Revolving Commitment(s), subject only to the approval of all Lenders if any such increase would cause the Aggregate Revolving Commitment to exceed $115,000,000. As a condition precedent to such an increase, Borrower Representative shall deliver to the Administrative Agent a certificate of each Loan Party (in sufficient copies for each Lender) signed by an authorized officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct, and (B) no Default exists.

(f) Within a reasonable time after the effective date of any increase or adjustment in Commitments pursuant to this Section 2.9, the Administrative Agent shall, and is hereby authorized and directed to, revise the Revolving Commitment Schedule to reflect such increase or adjustment and shall distribute such revised Revolving Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Revolving Commitment Schedule shall replace the old Revolving Commitment Schedule and become part of this Agreement. On the Business Day following any such increase or adjustment, all outstanding CBFR Loans and Canadian Prime Rate Loans shall be reallocated among the Lenders (including any newly added Lenders) in accordance with the Lenders’ respective revised Applicable Percentages. Eurodollar Loans and CDOR Rate Loans shall not be reallocated among the Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such increase.

2.10 Repayment and Amortization of Loans; Evidence of Debt.

(a) (i) The U.S. Borrowers hereby unconditionally promise to pay (A) to the Administrative Agent for the account of each U.S. Lender the then unpaid principal amount of each U.S. Revolving Loan on the Maturity Date, (B) to the Administrative Agent the then unpaid amount of each U.S. Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent and (C) to the Administrative Agent the then unpaid principal amount of each U.S. Overadvance on the earliest of the Maturity Date, the 30th day after such U.S. Overadvance is made, and demand by the Administrative Agent; and (ii) the Canadian Borrowers hereby unconditionally promise to pay (A) to the Canadian Administrative Agent for the account of each Canadian Lender the then unpaid principal amount of each Canadian Revolving Loan on the Maturity Date, (B) to the Canadian Administrative Agent the then unpaid amount of each Canadian Protective Advance on the earlier of the Maturity Date and demand by the Canadian Administrative Agent and (C) to the Canadian Administrative Agent the then unpaid principal amount of each Canadian Overadvance on the earliest of the Maturity Date, the 30th day after such Canadian Overadvance is made, and demand by the Canadian Administrative Agent.

- 62 -

(b) On each Business Day during any Dominion Trigger Period, (i) the Administrative Agent shall apply all funds credited to each U.S. Collection Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available) first, to prepay any U.S. Protective Advances and U.S. Overadvances that may be outstanding, pro rata, second, to prepay the U.S. Revolving Loans (including U.S. Swingline Loans) and to cash collateralize outstanding U.S. LC Exposure and third, to the payment of Canadian Obligations in the order of priority set forth in Section 2.10(b)(ii) (other than item ‘third’ thereof); and (ii) the Canadian Administrative Agent shall apply all funds credited to each Canadian Collection Account on such Business Day or the immediately preceding Business Day (at the discretion of the Canadian Administrative Agent, whether or not immediately available) first, to prepay any Canadian Protective Advances and Canadian Overadvances that may be outstanding, pro rata, second, to prepay the Canadian Revolving Loans (including Canadian Swingline Loans) and to cash collateralize outstanding Canadian LC Exposure, and third, to the payment of U.S. Obligations in the order or priority set forth in Section 2.10(b)(i) (other than item ‘third’ thereof).

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d) (i) The Administrative Agent shall maintain accounts in which it shall record (A) the amount of each U.S. Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (B) the amount of any principal or interest due and payable or to become due and payable from the U.S. Borrowers to each U.S. Lender hereunder and (C) the amount of any sum received by the Administrative Agent hereunder for the account of the U.S. Lenders and each U.S. Lender’s share thereof; and (ii) the Canadian Administrative Agent shall maintain accounts in which it shall record (A) the amount of each Canadian Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (B) the amount of any principal or interest due and payable or to become due and payable from the Canadian Borrowers to each Canadian Lender hereunder and (C) the amount of any sum received by the Canadian Administrative Agent hereunder for the account of the Canadian Lenders and each Canadian Lender’s share thereof.

(e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein subject to manifest error; provided that the failure of any Lender the Administrative Agent, or the Canadian Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

- 63 -

(f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the applicable Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

2.11 Prepayment of Loans.

(a) The Borrowers shall have the right at any time and from time to time, without premium or penalty other than any break funding payments required in accordance with Section 2.16, to prepay any Borrowing in whole or in part (without any reduction in the Revolving Commitments), subject to prior notice in accordance with paragraph (e) of this Section.

(b) Except for Overadvances permitted under Section 2.5, in the event and on such occasion that (i) Aggregate Availability shall be less than zero, (ii) U.S. Availability shall be less than zero, or (iii) Canadian Availability shall be less than zero, the Borrowers shall immediately prepay (or in the case of the LC Exposure, cash collateralize) the Revolving Loans, LC Exposure and/or Swingline Loans in an aggregate amount sufficient to cause Aggregate Availability, U.S. Availability and Canadian Availability to no longer be less than zero.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds (without any reduction in the Revolving Commitments).

(d) All such prepaid amounts pursuant to Section 2.11(c) shall be applied, first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swing Line Loans) without a corresponding reduction in the Aggregate Revolving Commitments and to cash collateralize outstanding LC Exposure (in an amount up to 105% of the outstanding LC Exposure).

(e) The Borrower Representative shall notify the Administrative Agent and the Canadian Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) by telephone (confirmed by facsimile) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing or a CDOR Rate Revolving Borrowing, not later than 12:00 p.m., Chicago time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of a CBFR Revolving Borrowing or a Canadian Prime

- 64 -

Rate Revolving Borrowing, not later than 12:00 p.m., Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.9, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.9. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.2. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.

2.12 Fees.

(a) The Borrowers agree to pay to the Administrative Agent and the Canadian Administrative Agent, as applicable, for the account of each Lender a commitment fee, which shall accrue at 0.50% per annum on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Lenders’ Revolving Commitment terminates. Accrued commitment fees shall be payable monthly in arrears on the first Business Day of each calendar month and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(b) The (i) U.S. Borrowers agree to pay to the Administrative Agent for the account of each U.S. Lender a participation fee with respect to its participations in U.S. Letters of Credit and (ii) Canadian Borrowers agree to pay to the Canadian Administrative Agent for the account of each Canadian Lender a participation fee with respect to its participations in Canadian Letters of Credit, which, in each case, shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Loans or CDOR Rate Loans, as applicable, on the average daily amount of such Lender’s applicable LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure. In addition, each Borrower agrees to pay to the applicable Issuing Bank with respect to each Letter of Credit issued for the account of such Borrower by such Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the

- 65 -

Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the applicable Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the first Business Day of each calendar month following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(c) Borrowers agree to pay all other fees set forth (and at the time prescribed) in the Fee Letter. The parties hereto agree that notwithstanding each reference to “Proposal Letter” in the Fee Letter and notwithstanding the context in which it was delivered and executed pursuant to the proposal letter, it is understood and agreed that the terms of the Fee letter remain binding obligations on the parties thereto and hereto and that the Fee Letter is in full force and effect.

(d) All fees payable hereunder or under the Fee Letter shall be paid on the dates due, in immediately available funds, to the Administrative Agent or the Canadian Administrative Agent, as applicable, (or to the applicable Issuing Bank in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

2.13 Interest.

(a) The Loans comprising each CBFR Borrowing shall bear interest at the CB Floating Rate plus the Applicable Rate for such Type of Loan.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate for such Type of Loan.

(c) The Loans comprising each Canadian Prime Rate Borrowing shall bear interest at the Canadian Prime Rate plus the Applicable Rate for such Type of Loan.

(d) The Loans comprising each CDOR Rate Borrowing shall bear interest at the CDOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate for such Type of Loan.

(e) Each Protective Advance and each Overadvance shall bear interest at the Canadian Prime Rate, if denominated in Canadian Dollars, or at the CB Floating Rate, if denominated in dollars, plus the Applicable Rate for corresponding Revolving Loans plus 2% per annum.

- 66 -

(f) Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may, at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.2 requiring the consent of “each Lender affected thereby” for reductions in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% above the rate applicable to such fee or other obligation, if any, as provided hereunder.

(g) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (f) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of a CBFR Revolving Loan or a Canadian Prime Rate Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan or CDOR Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(h) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the CB Floating Rate, the Canadian Prime Rate and the CDOR Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed. The applicable CB Floating Rate, Canadian Prime Rate, CDOR Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, and such determination shall be conclusive absent manifest error.

(i) For purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of 360 days or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively.

2.14 Alternate Rate of Interest.

(a) If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

- 67 -

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone, facsimile or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective, and (B) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as a CBFR Borrowing.

(b) If prior to the commencement of any Interest Period for a CDOR Rate Borrowing:

(i) the Canadian Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the CDOR Rate for such Interest Period; or

(ii) the Canadian Administrative Agent is advised by the Required Lenders that the CDOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Canadian Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone facsimile, or electronic mail as promptly as practicable thereafter and, until the Canadian Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a CDOR Rate Borrowing shall be ineffective, and (B) if any Borrowing Request requests a CDOR Borrowing, such Borrowing shall be made as a Canadian Prime Rate Borrowing.

2.15 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank;

- 68 -

(ii) impose on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans or CDOR Rate Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Excluded Taxes and (B) Other Connection Taxes on gross or net income, profits or receipts (including value-added or similar Taxes));

and the result of any of the foregoing shall be to increase the cost to such Lender (or such other Recipient) of making or maintaining any Eurodollar Loan or CDOR Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank (or such other Recipient) of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank (or such other Recipient) hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or Issuing Bank (or such other Recipient), as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank (or such other Recipient), as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by a Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

- 69 -

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

2.16 Break Funding Payments.

In the event of (a) the payment of any principal of any Eurodollar Loan or CDOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan or CDOR Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan or CDOR Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked in accordance with this Agreement), or (d) the assignment of any Eurodollar Loan or CDOR Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19, then, in any such event, the U.S. Borrowers shall compensate each U.S. Lender and the Canadian Borrowers shall compensate each Canadian Lender, as applicable, for the loss, cost and expense incurred by such Lender that is attributable to such event. In the case of a Eurodollar Loan or CDOR Rate Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate or the CDOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period to such Eurodollar Loan from other banks in the eurodollar market, or for Canadian Dollar deposits of a comparable amount and period to such CDOR Rate Loan from other banks in the Canadian bankers’ acceptance market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

2.17 Taxes.

(a) Withholding of Taxes; Gross-Up. Each payment by any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full

- 70 -

amount of deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrowers. The Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrowers. The Loan Parties shall jointly and severally indemnify each Recipient for any Indemnified Taxes that are paid or payable by such Recipient in connection with this Agreement or any other Loan Document (including amounts paid or payable under this Section 2.17(d)) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.17(d) shall be paid within 10 days after the Recipient delivers to the Borrower Representative a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with this Agreement or any other Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.17(e) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

- 71 -

(f) Status of Lenders.

(i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under this Agreement or any other Loan Document shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrower Representative or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f). If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrower Representative and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing, if any Borrower is a U.S. Person, any Lender with respect to such Borrower shall, if it is legally eligible to do so, deliver to the Borrower Representative and the Administrative Agent (in such number of copies reasonably requested by the Borrower Representative and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A) in the case of a Lender that is a U.S. Person, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

- 72 -

(B) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under this Agreement or any other Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(C) in the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, IRS Form W-8ECI;

(D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN and (2) a tax certificate substantially to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code;

(E) in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided, however, that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a tax certificate substantially on behalf of such partners; or

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable the Borrower Representative or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

(iii) If a payment made to a Lender under this Agreement or any other Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section

- 73 -

1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g) Treatment of Certain Refunds. If it is commercially reasonable in the opinion of a Lender receiving an indemnification payment under this Section 2.17, the Lender shall make reasonable efforts to limit the incidence of that indemnification payment, including seeking recovery for the account of the applicable Borrower following the Borrower’s request and at the Borrower’s expense, if the Lender, in its sole determination, would suffer no appreciable economic, legal, regulatory or other disadvantage as a result. So long as no Event of Default exists, if any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes as to which it has been indemnified pursuant to this Section 2.17 (including additional amounts paid pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Indemnified Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnifying party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.17(g), in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 2.17(g) if such payment would place such indemnified party in a less favourable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.17(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

- 74 -

2.18 Payments Generally; Allocation of Proceeds; Sharing of Set-offs.

(a) The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent or the Canadian Administrative Agent, as applicable, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, 22nd Floor, Chicago, Illinois, except (i) payments of principal, interest, fees or reimbursements of LC Disbursements relating to any Canadian Loan or Canadian Letter of Credit shall be made to the Canadian Administrative Agent at its offices at 200 Bay Street, Royal Bank Plaza, Floor 18, Toronto M57 2J2 Canada, (ii) payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein shall be made to such Issuing Bank or Swingline Lender, and (iii) payments pursuant to Sections 2.15, 2.16, 2.17 and 9.3 shall be made directly to the Persons entitled thereto. Each of the Administrative Agent and the Canadian Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient, in like funds, promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in the currency in which the applicable Obligations are denominated, and, if not otherwise specified, in dollars.

(b) Any proceeds of Collateral received by the Administrative Agent or the Canadian Administrative Agent after an Event of Default has occurred and is continuing and the Administrative Agent or the Canadian Administrative Agent so elects, or the Required Lenders so direct, shall be applied ratably (based in respect of each of the following separate categories, computed independently of the other categories, on each Lender Party’s interest in the aggregate specific type of outstanding Secured Obligations described within (and only within) each specific category of Secured Obligations listed respectively below) first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent, the Canadian Administrative Agent, and each Issuing Banks from the Borrowers (other than in connection with Banking Services or Swap Obligations), second, to pay interest due in respect of Swingline Loans, Overadvances and Protective Advances, third, to pay the principal of Swingline Loans, Overadvances and Protective Advances, fourth, to pay interest then due and payable on the Loans (other than Swingline Loans, Overadvances and Protective Advances), fifth, to prepay principal on the Loans (other than Swingline Loans, Overadvances and Protective Advances), to pay any outstanding amounts owing to Royal Bank of Canada with respect to Overdraft Accommodations (any such payments not to exceed the Overdraft Accommodation Maximum Amount) and to prepay unreimbursed LC Disbursements, sixth, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the U.S. LC Exposure, and to pay an amount to the Canadian Administrative Agent equal to one hundred five percent (105%) of

- 75 -

the Canadian LC Exposure, to be held as cash collateral for such Obligations, seventh, to pay any amounts owing to the Lenders and their Affiliates with respect to Banking Services (excluding Overdraft Accommodations) and Swap Obligations (up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22) and to pay any other fees or expense reimbursements then due to the Lenders from the Borrowers, and eighth, to pay any other Secured Obligation due to the Administrative Agent, the Canadian Administrative Agent or any Lender (excluding Overdraft Accommodations) by the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent, the Canadian Administrative Agent, nor any Lender shall apply any payment which it receives to any Eurodollar Loan or CDOR Rate Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or such CDOR Rate Loan or (b) in the event, and only to the extent, with respect to CDOR Rate Loans, that there are no outstanding Canadian Prime Rate Loans of the same Class, and with respect to Eurodollar Loans, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent, the Canadian Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

(c) At the election of the Administrative Agent or the Canadian Administrative Agent, as the case may be, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.3), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.3 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Administrative Agent or the Canadian Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the Administrative Agent or the Canadian Administrative Agent, as applicable, to make a Borrowing for the purpose of paying each payment of principal, interest, fees or expense reimbursements as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees, expenses or expense reimbursements as described in Section 9.3) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.3, 2.4 or 2.5, as applicable and (ii) the Administrative Agent or the Canadian Administrative Agent, as applicable, to charge any deposit account of any Borrower maintained with the Administrative Agent or the Canadian Administrative Agent, as applicable, for each payment of principal, interest, fees or expense reimbursements as it becomes due hereunder or any other amount due under the Loan Documents.

- 76 -

(d) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Loan Parties pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Loan Parties or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

(e) Unless the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of the Lenders or an Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent or the Canadian Administrative Agent, as applicable, may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent or the Canadian Administrative Agent, as applicable, forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent or the Canadian Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in accordance with banking industry rules on interbank compensation.

- 77 -

(f) If any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent and, if applicable, the Canadian Administrative Agent, may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent or the Canadian Administrative Agent, as applicable, for the account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and apply any such amounts to, any future funding obligations of such Lender hereunder; application of amounts pursuant to (i) and (ii) above shall be made in such order as may be determined by the Administrative Agent or the Canadian Administrative Agent, as applicable, in its discretion.

2.19 Mitigation Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.4), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent and the Issuing Banks, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

- 78 -

(c) If any Lender requests compensation under Section 2.14 or 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, the Lender shall first use reasonable efforts to mitigate its costs or the effects of the applicable law or Change in Law, and any request for additional compensation shall specify in sufficient detail the reasons therefor and the mitigating actions taken.

2.20 Defaulting Lenders.

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

(a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);

(b) such Defaulting Lender shall not have the right to vote on any issues on which voting is required (other than to the extent expressly provided in Section 9.2(b)), and the Revolving Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.2(b)), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender;

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

(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent the sum of all non-Defaulting Lenders’ Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Defaulting Lender’s Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.6(j) for so long as such LC Exposure is outstanding;

- 79 -

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) of this Section 2.20(c), the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (ii) of this Section 2.20(c), then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; or

(v) if all or any portion of any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.20(c), then, without prejudice to any rights or remedies of the applicable Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the applicable Issuing Bank until such Defaulting Lender’s LC Exposure is cash collateralized and/or reallocated;

(d) no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.20(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and Defaulting Lenders shall not participate therein); and

If a Defaulting Lender exists, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit and the Swingline Lender shall not be required to fund any Swingline Loan, unless the Issuing Bank or the Swingline Lender, as the case may be, shall have entered into arrangements with the Borrowers or such Lender, satisfactory to the Issuing Bank or the Swingline Lender, as the case may be, to defease any risk in respect of such Lender hereunder;

(e) in the event and on the date that each of the Administrative Agent, the Canadian Administrative Agent, the Borrowers, the Issuing Banks and the Swingline Lenders agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

- 80 -

2.21 Returned Payments.

If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent, the Canadian Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent, the Canadian Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent, the Canadian Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement.

2.22 Banking Services and Swap Agreements.

Each Lender or Affiliate (other than JPMorgan and its Affiliates) thereof providing Banking Services for, or having Swap Agreements with, any Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Obligations of such Loan Party to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). Thereafter at Administrative Agent’s request and, in any event, no less frequently than quarterly, each such Lender or Affiliate thereof shall furnish the Administrative Agent, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Obligations. The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Obligations will be placed.

2.23 Excess Resulting From Exchange Rate Change.

With respect to the Canadian Commitment, at any time following one or more fluctuations in the exchange rate of the Canadian Dollar against the dollar, (i) the aggregate Canadian Revolving Exposure of the Canadian Lenders exceeds the lesser of: (A) the Canadian Borrowing Base, or (B) the total Canadian Commitments, based on dollars or (ii) the aggregate Canadian Obligations exceeds any other limit based on dollars set forth herein for such Canadian Obligations, the Canadian Borrowers shall (A) if such excess is in an aggregate amount that is greater than or equal to $1,000,000, within two Business Days of notice from the Canadian Administrative Agent, (B) if such excess is an aggregate amount that is less than $1,000,000 and such excess continues to exist in an aggregate amount less than $1,000,000 for at least five Business Days, within two Business Days of notice from the Canadian Administrative Agent or (C) if any Event of Default has occurred and is continuing, immediately (x) make the necessary payments or repayments to reduce such Canadian Obligations to an amount necessary to

- 81 -

eliminate such excess or (y) maintain or cause to be maintained with the Administrative Agent (for the benefit of the Canadian Lender Parties) deposits as continuing collateral security for the Canadian Obligations in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to the Canadian Administrative Agent. Without in any way limiting the foregoing provisions, the Canadian Administrative Agent shall, weekly or more frequently in the sole discretion of the Canadian Administrative Agent, make the necessary exchange rate calculations to determine whether any such excess exists on such date and advise the Borrowers if such excess exists.

ARTICLE III – REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Lenders that:

3.1 Organization; Powers.

Each of the Loan Parties and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

3.2 Authorization; Enforceability.

The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

3.3 Governmental Approvals; No Conflicts.

The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents.

- 82 -

3.4 Financial Condition; No Material Adverse Effect.

(a) Vitran has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2010, reported on by KPMG LLP, independent chartered/public accountants, and as of and for the fiscal quarter and the portion of the fiscal year ended September 30 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Vitran and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2010.

3.5 Properties.

(a) As of the date of this Agreement, Schedule 3.5 sets forth the address of each parcel of real property that is owned or leased by each Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no material default by any Loan Party to any such lease or sublease exists, which individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Each Loan Party and each Subsidiary has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other than those permitted by Section 6.2.

(b) Each Loan Party and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, a correct and complete list of such property which is registered as of the date of this Agreement is set forth on Schedule 3.5, and the use thereof by the Loan Parties and their Subsidiaries does not infringe upon the rights of any other Person, and the Loan Parties’ rights thereto are not subject to any licensing agreement or similar arrangement, except, in each case, where the failure would not result in a Material Adverse Effect.

3.6 Litigation and Environmental Matters.

(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

- 83 -

(b) Except for the Disclosed Matters (i) no Loan Party nor any Subsidiary has received notice of any claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, no Loan Party nor any Subsidiary (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (B) has become subject to any Environmental Liability.

(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

3.7 Compliance with Laws and Agreements.

Each Loan Party and its Subsidiaries is in compliance with all Requirements of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

3.8 Investment Company Status.

No Loan Party nor any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

3.9 Taxes.

Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings, for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves, and to the extent the failure to pay such taxes would not reasonably be expected to result in a Material Adverse Effect. No Liens for Taxes (other than Permitted Encumbrances) have been filed other than tax liens which in an aggregate amount do not exceed $50,000 and no claims are being asserted with respect to any such Taxes. Each Loan Party and its Subsidiaries has withheld all employee or other applicable withholdings and has made all employer contributions to be withheld and made by it pursuant to applicable law including, without limitation, on account of the Canada and Quebec pension plans, employment insurance and employee income taxes.

3.10 ERISA; Canadian Pension Plans.

(a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Financial Accounting Standards Board Accounting Standards Codification 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan.

- 84 -

(b) Each Canadian Loan Party and its Canadian Subsidiaries is in compliance with the requirements of the Pension Benefits Act (Ontario) and other federal or provincial laws with respect to each Canadian Pension Plan, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Canadian Pension Plan. Neither any Canadian Loan Party nor any of its Canadian Subsidiaries has any material withdrawal liability in connection with a Canadian Pension Plan. No Pension Event which has resulted or could reasonably be expected to result in any Loan Party incurring any liability in excess of $2,000,000 has occurred. All contributions required to be made by a Loan Party or any of its Subsidiaries under the Canadian Union Plans have been made in the amounts and in the manner set forth in the applicable collective agreement. As of the date hereof, each Canadian Pension Plan has no solvency deficiency and is funded as required under the most recent actuarial valuation filed with the applicable Governmental Authority pursuant to generally accepted actuarial practices and principles. All contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agency in accordance with all applicable laws and the terms of each Canadian Pension Plan have been made in accordance with all applicable laws and the terms of each Canadian Pension Plan. All contributions required to be made by a Loan Party or any of its Subsidiaries under the Canadian Union Plans have been made, and the sole obligation of a Loan Party or any of its Subsidiaries under any Canadian Union Plan is to make contributions to the Canadian Union Plan, in the amounts and in the manner set forth in the applicable collective agreement.

3.11 Disclosure.

Each Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, other than matters affecting the economy generally or the industry segment in which the Loan Parties operate. No report, financial statement, certificate or other information furnished by or on behalf of the any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective Date, as of the Effective Date, and no representation or warranty is made as to the actual attainability of any such projections.

- 85 -

3.12 Material Contracts.

All material agreements and contracts to which any Loan Party is a party or is bound as of the date of this Agreement are listed on Schedule 3.12 (the “Material Contracts”). No Loan Party is in material default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) the EDC Guarantee or any other Material Contract to which it is a party or (ii) any agreement or instrument evidencing or governing Material Indebtedness.

3.13 Solvency.

(a) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of Vitran Express, Inc., at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair or saleable value of the property of Vitran Express, Inc. will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Vitran Express, Inc. will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Vitran Express, Inc. will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

(b) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of the U.S. Loan Parties, taken as whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair or saleable value of the property of the U.S. Loan Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the U.S. Loan Parties, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the U.S. Loan Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective Date.

(c) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the fair value of the assets of the Canadian Loan Parties, taken as a whole, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair or saleable value of the property of the Canadian Loan Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Canadian Loan Parties, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as

- 86 -

such debts and liabilities become absolute and matured; (iv) the Canadian Loan Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective Date; and (v) Canadian Loan Parties, taken as a whole, shall not be an “insolvent person” as such term is defined in the Bankruptcy and Insolvency Act (Canada).

(d) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

3.14 Insurance.

Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance (due and payable prior to the Effective Date) have been paid. The Loan Parties believe that the insurance maintained by or on behalf of the Loan Parties is adequate.

3.15 Capitalization and Subsidiaries.

Schedule 3.15 sets forth (a) an organizational chart of Vitran and its Subsidiaries showing the name and relationship of each and all of Vitran’s Subsidiaries to Vitran, (b) a true and complete listing of each class of each of the Loan Parties’ authorized Equity Interests, of which all of such issued shares are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.15, and (c) the type of entity of Vitran and each of its Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and non assessable.

3.16 Security Interest in Collateral.

The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Collateral in favour of the Administrative Agent, for the benefit of the Lender Parties and the Canadian Lender Parties, as the case may be, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favour of the Administrative Agent pursuant to any applicable law or agreement, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral, and (c) Liens permitted under Section 6.2, to the extent such Liens would have priority over the Liens in favour of the Administrative Agent pursuant to any applicable law or agreement.

- 87 -

3.17 Employment Matters.

As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been in violation of the Fair Labor Standards Act, the Employee Standards Act (Ontario) or any other applicable federal, provincial, territorial, state, local or foreign law dealing with such matters, except where the failure to so comply would not reasonably be expected to result in a Material Adverse Effect. All payments due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages, vacation pay, and employee health and welfare insurance and other benefits, including with respect to the Canada Pensions Plans, have been paid or accrued as a liability on the books of the Loan Party or such Subsidiary.

3.18 Common Enterprise.

The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, in furtherance of its direct and/or indirect business interests, will be of direct or indirect benefit to such Loan Party, and is in its best interest.

3.19 Inactive Foreign Subsidiaries.

Each of the Excluded Subsidiaries, (i) does not carry on any business whatsoever, (ii) does not own any Accounts or Rolling Stock or any other personal or real property and assets (other than as set forth in Schedule 6.1), and (iii) has not granted a Lien to any Person and no Person otherwise has a Lien against it or its personal or real property and assets, save in the case of clause (ii) that Vitran S.a.r.l. owns one hundred percent (100%) of the Equity Interests in Vitran Rt.

- 88 -

ARTICLE IV – CONDITIONS

4.1 Effective Date.

The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.2):

(a) Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and written opinions of the Loan Parties’ counsel, addressed to the Administrative Agent, the Canadian Administrative Agent, the Issuing Banks and the Lenders in form and substance satisfactory to the Agents.

(b) Financial Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of Vitran for the 2010 fiscal year, (ii) unaudited interim consolidated financial statements of Vitran for fiscal month ending September 30, 2011, which shall be satisfactory in substance (and performance) to the Agents, in their Permitted Discretion, (iii) unaudited interim consolidated financial statements of Vitran for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative Agent, reflect any material adverse change in the consolidated financial condition of Vitran, as reflected in the financial statements delivered pursuant to clause (i) of this paragraph and (iv) satisfactory projections through 2013.

(c) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary, Assistant Secretary or other Officer, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

- 89 -

(d) No Default Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of each Borrower and each other Loan Party, on the initial Borrowing date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in Article III are true and correct as of such date, and (iii) certifying any other factual matters as may be reasonably requested by the Administrative Agent.

(e) Fees. The Lenders, the Administrative Agent and the Canadian Administrative Agent shall have received all fees required to be paid (including those pursuant to the Fee Letter), and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts will be paid on the Effective Date.

(f) Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each of the jurisdictions where assets of the Loan Parties are located, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 6.2 or discharged on or prior to the Effective Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent.

(g) Pay-Off Letter. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness to be repaid from the proceeds of the initial Borrowing, confirming that all Liens upon any of the property of the Loan Parties constituting Collateral (other than Permitted Liens) will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness (other than Existing Letters of Credit) shall have been cash collateralized or supported by a Letter of Credit.

(h) Funding Accounts. The Administrative Agent shall have received a notice from the Borrower Representative setting forth the deposit account(s) of the Borrowers (the “Funding Accounts”) to which the Lender is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement.

(i) Customer List. The Administrative Agent shall have received a true and complete customer list as of a recent date to be specified by the Administrative Agent.

(j) Control Agreements. The Administrative Agent shall have received each Deposit Account Control Agreement required to be provided pursuant to Section 5.12.

(k) Collateral Access Agreements. The Administrative Agent shall have received Collateral Access Agreements with respect to the locations listed on Schedule 4.1 hereto.

- 90 -

(l) Solvency. The Administrative Agent shall have received solvency certificates from one or more Financial Officers of the Loan Parties.

(m) Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Aggregate Borrowing Base, U.S. Borrowing Base and the Canadian Borrowing Base as of October 31, 2011.

(n) Closing Aggregate Availability. After giving effect to all Borrowings to be made on the Effective Date and all Letters of Credit (including Existing Letters of Credit and excluding Letters of Credit backed by the EDC Guarantee) to be issued or to remain outstanding on the Effective Date and payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities, and obligations current, the Aggregate Availability shall not be less than $20,000,000.

(o) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the shares of Equity Interests pledged pursuant to the U.S. Security Agreement or the Canadian Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) to the extent required by the U.S. Security Agreement or the Canadian Security Agreement, each promissory note (if any) pledged to the Administrative Agent pursuant to the U.S. Security Agreement or the Canadian Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(p) There shall exist no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that, in the reasonable judgment of the Administrative Agent, would reasonably be expected to have a Material Adverse Effect or (ii) adversely affect this Agreement or any of the other Loan Documents or any of the transactions contemplated hereby or thereby.

(q) The Administrative Agent and the Lenders shall have had an opportunity to, as individual entities or by an examiner acceptable to the Administrative Agent, examine the books of account and other records and files of each Loan Party and to conduct a pre closing field audit which shall include, without limitation, verification of Accounts, the U.S. Borrowing Base and the Canadian Borrowing Base and the results of such examination and audit shall have been satisfactory to the Administrative Agent and the Lenders in all respects.

(r) The Administrative Agent shall be reasonably satisfied with the corporate and legal structure and capitalization of the Loan Parties after giving effect to the consummation of the Loan Documents.

(s) The Administrative Agent and Lenders shall have completed all due diligence which they consider necessary or appropriate in their discretion in regard to the Loan Parties and their properties, assets, books and records, operations, prospects and condition (financial and otherwise).

- 91 -

(t) Filings, Registrations and Recordings. Each document (including any UCC financing statement, PPSA financing statement or RDPRM recordation) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favour of the Administrative Agent, for the benefit of the Lender Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.2), shall be in proper form for filing, registration or recordation.

(u) Insurance. The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.9 and Section 4.9 of the U.S. Security Agreement and Section 4.9 of the Canadian Security Agreement, in each case, in a manner satisfactory to the Administrative Agent as of the Effective Date.

(v) Letter of Credit Application. The applicable Issuing Bank shall have received a properly completed letter of credit application if the issuance of a Letter of Credit will be required on the Effective Date.

(w) Approvals. All governmental and third party approvals necessary in connection with the Transactions and the financing contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Transactions or the financing contemplated hereby.

(x) Real Estate Facility. The Administrative Agent shall have received a true, correct and complete copy of a fully executed Real Estate Loan Agreement (in form and substance satisfactory to the Administrative Agent and the Lenders) and the Administrative Agent shall have received evidence that the Real Estate Facility has closed and is fully funded.

(y) Priority and Access Agreement. The Administrative Agent shall have entered into and received a fully executed original copy of the Priority and Access Agreement (in form and substance satisfactory to the Administrative Agent and the Lenders).

(z) Representations and Warranties. The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct on and as of the date hereof.

(aa) Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank, any Lender or their respective counsel may have reasonably requested.

- 92 -

The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

4.2 Each Credit Event.

The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality, Material Adverse Effect or a dollar threshold in the text thereof) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing, and

(c) After giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit (i) U.S. Availability shall not be less than zero, (ii) Canadian Availability shall not be less than zero, and (iii) Aggregate Availability shall not be less than zero.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) or (c) of this Section.

Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a) or (b) of this Section, unless otherwise directed by the Required Lenders, the Administrative Agent may, but shall have no obligation to, continue to make (or authorize the Canadian Administrative Agent to make) Loans and an Issuing Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the ratable account and risk of the Lenders from time to time if the Administrative Agent believes that making such Loans or issuing or causing to be issued any such Letter of Credit is in the best interests of the Lenders.

- 93 -

ARTICLE V – AFFIRMATIVE COVENANTS

Until all the Revolving Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the Loan Parties, with the Lender Parties that:

5.1 Financial Statements; Canadian Borrowing Base; U.S. Borrowing Base and Other Information.

The Borrowers will furnish to the Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of Vitran, its audited consolidated balance sheet of Vitran and its Subsidiaries and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year (in the same format as the financial statements historically filed with the Ontario Securities Commission), setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by chartered accountants or independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Vitran and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management letter, if any, prepared by said accountants, and (ii) the unaudited consolidating balance sheets of Vitran and its Subsidiaries and related consolidating statements of operations as of the end of and for such year, (which unaudited consolidating financial statements shall be in a format reasonably satisfactory to the Administrative Agent, it being understood that such financial statements may be delivered to the Administrative Agent in electronic format), all certified by one of the Financial Officers of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations of Vitran and its Subsidiaries on a consolidating basis;

(b) within 45 days after the end of each of the first three fiscal quarters of Vitran, its unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year (in the same format as the financial statements historically filed with the Ontario Securities Commission), setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of the Financial Officers of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations of Vitran and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

- 94 -

(c) within 30 days after the end of each fiscal month of Vitran, its consolidated and consolidating balance sheet and related statements of operations, and other reports, as of the end of and for such fiscal month and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Vitran and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(d) concurrently with any delivery of financial statements under clause (a) or (b) or (c) above, a certificate of a Financial Officer of the Borrower Representative in substantially the form of Exhibit D (i) certifying, in the case of the financial statements delivered under clause (b) or (c), as presenting fairly in all material respects the financial condition and results of operations of Vitran and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) in the case of delivery of a certificate concurrent with the delivery of financial statements under clause (a) or (b) above (or, if a Fixed Charge Coverage Trigger Period exists, under clause (c) above) setting forth reasonably detailed calculations of the Fixed Charge Coverage Ratio, and, when a Fixed Charge Coverage Trigger Period exists, demonstrating compliance with Section 6.13, and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.4 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(e) as soon as available, but in any event not more than 45 days after the end of each fiscal year of Vitran, a copy of the plan and forecast (including a projected consolidated and consolidating balance sheet, income statement and statement of cash flows) of Vitran and its Subsidiaries for each quarter of the upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;

(f) as soon as available but in any event within 20 days after the end of each calendar month (or, on or before Wednesday of each week, with respect to the most recently ended calendar week during any Weekly Reporting Trigger Period), and at such other times as may be requested by the Administrative Agent, as of the period then ended, Borrowing Base Certificates which calculate the Aggregate Borrowing Base, the U.S. Borrowing Base and the Canadian Borrowing Base, and supporting information in connection therewith, together with any additional reports with respect to the Canadian Borrowing Base and the U.S. Borrowing Base as the Administrative Agent may reasonably request;

- 95 -

(g) as soon as available but in any event within 20 days after the end of each calendar month (or, on or before Wednesday of each calendar week, with respect to the most recently ended calendar week during any Weekly Reporting Trigger Period) and at such other times as may be requested by the Administrative Agent, as of the period then ended, all delivered electronically in a pdf/text formatted file acceptable to the Administrative Agent:

(i) a detailed aging of the Loan Parties’ Accounts (1) including all invoices aged by invoice date or due date and (2) reconciled to the Borrowing Base Certificate delivered as of such date prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name, address, and balance due for each Account Debtor;

(ii) a worksheet of calculations prepared by the Borrowers Representative to determine Eligible Accounts, such worksheets detailing the Accounts excluded from Eligible Accounts and the reason for such exclusion;

(iii) a reconciliation of the Loan Parties’ Accounts between the amounts shown in the Loan Parties’ general ledger and financial statements and the reports delivered pursuant to clause (i) above;

(iv) a reconciliation of the loan balance per the Loan Parties’ general ledger to the loan balance under this Agreement;

(h) as soon as available but in any event within 20 days after the end of each calendar month and at such other times as may be requested by the Administrative Agent, (i) a schedule of the Borrowers’ accounts payable, and (ii) an aging of the Loan Parties’ accounts payable, delivered electronically in a pdf/text formatted file acceptable to the Administrative Agent;

(i) as soon as available but in any event within 20 days after the end of each calendar quarter, as of the quarter then ended, and at such other times as may be requested by the Administrative Agent, a schedule detailing the Loan Parties’ Equipment that is Rolling Stock, in form satisfactory to the Administrative Agent setting forth the year, make, model, serial number or VIN and location of each such Rolling Stock, (reconciling, to the immediate previous report, such sales and purchases to each VIN or title certificate, as applicable), in each case, delivered electronically in a pdf/text formatted file acceptable to the Administrative Agent;

(j) promptly upon the Administrative Agent’s request during a Weekly Reporting Trigger Period, the Borrowers’ sales journal, cash receipts journal (identifying trade and non-trade cash receipts) and debt memo/credit journal;

(k) promptly upon the Administrative Agent’s request:

(i) copies of invoices issued by the Loan Parties in connection with any Accounts, credit memos, shipping and delivery documents, and other information related thereto;

- 96 -

(ii) copies of purchase orders, invoices, and shipping and delivery documents in connection with any Equipment that is rolling stock purchased by any Loan Party;

(iii) a schedule detailing the balance of all intercompany accounts of the Loan Parties; and

(iv) copies of all tax returns filed by any Loan Party with the U.S. Internal Revenue Service or the Canada Revenue Agency;

(l) within 20 days after each March 31 and September 30, an updated customer list for each Loan Party and its Subsidiaries, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct by a Financial Officer of the Borrower Representative;

(m) within 20 days after each fiscal year of the Loan Parties whose Accounts collectively represent 95% of the total Accounts constituting the Collateral, a certificate of status/good standing for each Loan Party from the appropriate governmental officer in its jurisdiction of incorporation, formation, or organization;

(n) within 30 days after the end of each calendar quarter, a list of all Swap Agreements and amendments to Swap Agreements, in each case, having a term of 60 or more days, entered into by any Loan Party during such calendar quarter, which list shall include the estimated exposure of the Loan Parties under each such Swap Agreement and the counterparty party thereto;

(o) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Loan Party with the Securities and Exchange Commission, the Ontario Securities Commission or any Governmental Authority succeeding to any or all of the functions of said Commissions, or with any national securities exchange, or distributed by any Loan Party to its shareholders generally, as the case may be, provided that the filing of such documents on EDGAR or SEDAR shall satisfy the delivery obligation in relation to such documents so filed;

(p) promptly after the consummation of any Permitted Acquisition, final copies of the acquisition agreement and other material documents related to such Acquisition;

(q) promptly after any Loan Party has any additions to or deletions from its Equipment that is Rolling Stock which individually exceed $1,000,000, notice of such addition or deletion to the Administrative Agent;

(r) within 20 days after the end of each calendar month and at such other times as may be requested by the Administrative Agent, each Loan Party shall provide the Administrative Agent with a list of all applications for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office or any similar office or agency, made in the prior month; and

- 97 -

(s) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent may reasonably request.

5.2 Notices of Material Events.

The Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any event within any time period specified below) written notice of the following:

(a) the occurrence of any Default or Event of Default;

(b) receipt of any notice of any governmental investigation or any litigation or proceeding commenced or threatened against any Loan Party that (i) seeks damages in excess of $2,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted against any Plan or any Canadian Pension Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Laws to the extent the foregoing results in, or could reasonably be expected to result in, damages or liabilities in excess of $2,000,000, or (vi) contests any tax, fee, assessment, or other governmental charge in excess of $1,000,000;

(c) any Lien (other than Permitted Encumbrances and Liens in favour of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be)) or claim or filing made or asserted in writing against any of the Collateral;

(d) any loss, damage, or destruction to the Collateral or Equipment in the amount of $2,000,000 or more, whether or not covered by insurance;

(e) within two Business Days of the receipt thereof, any and all material default notices received under or with respect to any leased location (where Collateral having a value in excess of $2,000,000 is located);

(f) all material amendments to Material Contracts, the EDC Guarantee and any documents evidencing any Material Indebtedness, together with a copy of each such amendment;

(g) within two Business Days of the receipt thereof, the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments thereto;

- 98 -

(h) the occurrence of any ERISA Event or Pension Event that, alone or together with any other ERISA Events and Pension Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $2,000,000; and

(i) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

5.3 Existence; Conduct of Business.

Each Loan Party will, and will cause each Subsidiary (other than Excluded Subsidiaries) to, (a) (i) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the conduct of its business, and (ii) maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to so comply could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing in this clause (a) shall not prohibit any merger, consolidation, amalgamation, liquidation or dissolution permitted under Section 6.3 and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and such fields reasonably related thereto.

5.4 Payment of Obligations.

Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) such liabilities would not result in aggregate liabilities in excess of $3,000,000 and none of the Collateral becomes subject to forfeiture or loss as a result of the contest.

5.5 Maintenance of Properties.

Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

5.6 Books and Records.

Each Loan Party will, and will cause each Subsidiary to, keep their books of record and account in accordance with GAAP.

- 99 -

5.7 Compliance with Laws.

Each Loan Party will, and will cause each Subsidiary to, comply with all Requirements of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

5.8 Use of Proceeds.

The proceeds of the Loans will be used only for general corporate purposes of the Borrowers and their Subsidiaries in the ordinary course of business, to fund Permitted Acquisitions and to refinance existing Indebtedness. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

5.9 Insurance.

Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial strength rating of at least A- by A.M. Best Company the insurance listed in Schedule 3.14 (including any replacement or issuance of new policies in connection therewith which shall at all times, be insurance as is customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations). The Borrowers will furnish to the Lenders, upon request of the Administrative Agent information in reasonable detail as to the insurance so maintained. Notwithstanding any provision to the contrary contained in this Agreement, if any Loan Party’s insurance carrier at any time becomes insolvent or its financial strength weakens such that such insurance carrier loses the ratings described herein, such event shall not constitute a breach of this Section 5.9 provided that the Loan Parties promptly replace such insurance carrier with a carrier that meets the requirements of this Section 5.9.

5.10 Casualty and Condemnation.

The Borrowers (a) will furnish to the Administrative Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or other assets of the Loan Parties or the commencement of any action or proceeding for the taking of any material portion of the Collateral or other assets of the Loan Parties or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents; provided that, this clause (b) shall not apply if such proceeds (i) do not exceed $10,000,000 (excluding amounts under clause (ii) below) in the aggregate, and have been committed for the repair or replacement of the damaged, destroyed or condemned property or assets, are set aside for reinvestment in other property or assets, in each case within one hundred and eighty (180) days from the relevant casualty or damage date, or (ii) are derived from assets that do not form part of the Collateral and that are subject to the security interests of any third party in such assets.

- 100 -

5.11 Field Examinations; Inspection Rights.

At any time that the Administrative Agent requests, the Borrowers and the other Loan Parties will allow the Administrative Agent (including employees of the Administrative Agent, or any consultants, accountants, lawyers and appraisers retained by the Administrative Agent), (i) to conduct field examinations or updates thereof upon reasonable prior notice (which shall not be required during the existence of an Event of Default) and during normal business hours to ensure the adequacy of Collateral included in the Canadian Borrowing Base or the U.S. Borrowing Base and related reporting and control systems; and/or (ii) to visit and inspect its properties, to examine and make extracts from its books and records and to discuss its affairs, finances and condition with its officers and independent accountants; provided, however, that (i) one such field examination and/or inspection per calendar year shall be at the sole expense of the Loan Parties, unless Aggregate Availability at any one time falls below $15,000,000 for three (3) consecutive Business Days, then two such field examinations and/or inspections per calendar year shall be at the expense of the Loan Parties (until a day on which during the preceding ninety (90) consecutive days Aggregate Availability has been greater than $15,000,000 at all times), and (ii) if an Event of Default shall have occurred and be continuing, there shall be no limit on the number or frequency of field examinations and/or inspections conducted at the expense of the Loan Parties. The Loan Parties acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal use by the Administrative Agent and the Lenders.

5.12 Depository Banks; Control Agreements.

(a) The U.S. Loan Parties will at all times maintain the U.S. Cash Management Bank as their principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and other Deposit Accounts for the conduct of their business. The Canadian Loan Parties will at all times maintain the Canadian Cash Management Bank as their principal depository bank, including for the maintenance of operating, administrative, cash management, collection activity, and other Deposit Accounts for the conduct of their business.

(b) On or before the Effective Date (i) the U.S. Loan Parties will cause the U.S. Cash Management Bank to enter into a Deposit Account Control Agreement with respect to all Deposit Accounts and control agreements with respect to such Securities Accounts maintained by the U.S. Loan Parties with the U.S. Cash Management Bank as of the Effective Date, (ii) the Canadian Loan Parties will cause the Canadian Cash Management Bank to enter into a Deposit Account Control Agreement with respect to all Deposit Accounts and control agreements with respect to such Securities Accounts maintained with the Canadian Loan Parties at the Canadian Cash Management Bank as of the Effective Date, and (iii) the Loan Parties will cause each other depository bank or other institution at which any Deposit Account or Securities Account is maintained as of the Effective Date to enter into a Deposit Account Control Agreement with respect to such Deposit Account or control agreements with respect to such Securities Account.

- 101 -

(c) The Loan Parties will (i) provide prompt written notice to the Administrative Agent of the establishment of any Deposit Account or Securities Account or lock box after the Effective Date and (ii) contemporaneous with the establishment of such Deposit Account or control agreements with respect to such Securities Account or lock box, obtain a Deposit Account Control Agreement with respect to such Deposit Account or control agreements with respect to such Securities Account or a Lock Box Agreement with respect to lock boxes. The U.S. Loan Parties will not change the U.S. Cash Management Bank without the prior written consent of the Administrative Agent. The Canadian Loan Parties will not change the Canadian Cash Management Bank without the prior written consent of the Canadian Administrative Agent.

(d) At all times during the continuance of a Dominion Trigger Period (i) the U.S. Cash Management Bank shall be required to remit to the U.S. Collection Account on a daily basis (A) all available funds on deposit in any Deposit Account maintained by the U.S. Loan Parties with the U.S. Cash Management Bank and (B) all cash, cheques, electronic funds transfers and other similar payments relating to or constituting payments made in respect of Accounts of the U.S. Loan Parties received by the U.S. Cash Management Bank, including any such items remitted to any lock box maintained or controlled by the U.S. Cash Management Bank, and (ii) the Canadian Cash Management Bank shall be required to remit to the Canadian Collection Account on a daily basis (A) all available funds on deposit in any Deposit Account maintained by the Canadian Loan Parties with the Canadian Cash Management Bank and (B) all cash, cheques, electronic funds transfers and other similar payments relating to or constituting payments made in respect of Accounts of the Canadian Loan Parties received by the Canadian Cash Management Bank, including any such items remitted to any lock box maintained or controlled by the Canadian Cash Management Bank.

5.13 Additional Collateral; Further Assurances.

(a) Subject to applicable law, Vitran, each U.S. Borrower and each Subsidiary that is a U.S. Loan Party shall cause each of its U.S. Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a U.S. Loan Party by executing the Joinder Agreement set forth as Exhibit D hereto (the “Joinder Agreement”) and executing a U.S. Guarantee and a U.S. Security Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a U.S. Borrower or U.S Loan Guarantor hereunder, as specified by such Person at the time of such joinder, and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Lender Parties, in all personal property of a type required to be encumbered pursuant to the Collateral Documents.

(b) Subject to applicable law, Vitran and each other Canadian Loan Party shall cause each of their Subsidiaries formed or acquired after the date of this Agreement that is organized under the laws of Canada or any province thereof to become a Canadian Loan Party by executing a Joinder Agreement and executing a Canadian Guarantee and a Canadian Security Agreement. Upon execution and delivery

- 102 -

thereof, each such Person (i) shall automatically become a Canadian Loan Guarantor hereunder, and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Lender Parties, in all personal property of a type required to be encumbered pursuant to the Collateral Documents.

(c) To secure the prompt payment and performance of all Secured Obligations, each Subsidiary of Vitran, and Vitran, will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries (other than the Excluded Subsidiaries), to become subject to a first priority, perfected Lien in favour of the Administrative Agent (for the benefit of the Lender Parties) pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.

(d) Intentionally deleted

(e) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary (other than the Excluded Subsidiaries) to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, and other documents and such other actions or deliveries of the type required by Section 4.1, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.

(f) If any assets constituting personal property of a type required to be encumbered under the Collateral Documents are acquired by any Loan Party (other than assets constituting Collateral under the U.S. Security Agreement or the Canadian Security Agreement that become subject to the Lien in favour of the Administrative Agent (for the benefit of the Lender Parties), upon acquisition thereof, the Borrower Representative will promptly notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the Borrowers will cause such assets to be subjected to a Lien in favour of Administrative Agent (for the benefit of the Lender Parties) securing the Secured Obligations and will take, and cause the applicable Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.

- 103 -

5.14 Inactive Foreign Subsidiaries.

Borrower Representative shall cause each of the Excluded Subsidiaries, not to (i) carry on any business whatsoever, (ii) own any Accounts or Rolling Stock or any other personal or real property and assets other than (x) one hundred percent (100%) of the equity Interests in Vitran Rt. owned by Vitran S.a.r.l., and (y) as set forth in Schedule 6.1, and (iii) grant a Lien to any Person against it or its personal or real property and assets.

ARTICLE VI – NEGATIVE COVENANTS

Until all of the Revolving Commitments have expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have been reimbursed, the Loan Parties covenant and agree, jointly and severally, with the Lender Parties that:

6.1 Indebtedness.

No Loan Party will, nor will it permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

(a) the Secured Obligations;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.1 and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof;

(c) Operating Leases;

(d) Indebtedness of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including equipment (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $25,000,000 at any time outstanding;

(e) Indebtedness of any Loan Party or any Subsidiary (including without limitation, Indebtedness owing under the Real Estate Loan Agreement and the EDC Loan) secured by a Lien on any real property and fixed assets (located at such real property) and extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided that (i), if required by the Administrative Agent, the Loan Party or Subsidiary has used commercially reasonable efforts to obtain an access agreement with respect to any such property subject to a Lien, in form and substance satisfactory to Administrative Agent, from the holder of such Indebtedness (it being understood that to the extent such an access agreement is not obtained, Administrative Agent may establish a

- 104 -

Reserve in its Permitted Discretion); (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) (in addition to the Indebtedness under the Real Estate Loan Agreement and the EDC Loan) shall not at any time exceed an amount equal to the lesser of (a) $25,000,000 and (b) 85% of the value of real estate owned or hereafter acquired by such Loan Party or such Subsidiary; and (iii) no Event of Default has occurred and is continuing at the time any such Indebtedness is incurred, or would result therefrom;

(f) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b), (d) or (e) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness is not materially increased, (ii) any Liens securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) in the case of any extension, refinancing, or renewal of any of the Indebtedness described in clauses (b), (d) or (e), such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such extension, refinancing, or renewal are not materially less favourable to the obligor thereunder than the original terms of such Indebtedness and (vi) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are substantially similar to those that were applicable to the refinanced, renewed, or extended Indebtedness;

(g) (i) Indebtedness owing by any U.S. Loan Party to any other U.S. Loan Party and Guarantees by any U.S. Loan Party of Indebtedness of any other U.S. Loan Party, (ii) Indebtedness owing by any Canadian Loan Party to any other Canadian Loan Party and Guarantees by any Canadian Loan Party of Indebtedness of any other Canadian Loan Party, and (iii) Indebtedness owing by any Canadian Loan Party to any U.S. Loan Party and Guarantees by any U.S. Loan Party of Indebtedness of any Canadian Loan Party;

(h) Indebtedness owing by any U.S. Loan Party to any Canadian Loan Party and Guarantees by any Canadian Loan Party of any Indebtedness of any U.S. Loan Party so long as: (i) in the case of Indebtedness owing by any U.S. Loan Party to any Canadian Loan Party, Aggregate Availability exceeds $5,000,000 at all times that such Indebtedness is outstanding; (ii) in the case of Indebtedness owing by any U.S. Loan Party to any Canadian Loan Party, such Indebtedness shall be subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent; and (v) Guarantees referenced under this clause (h) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured Obligations (to the extent such Indebtedness is so subordinated);

- 105 -

(i) Indebtedness owed to any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the ordinary course of business;

(j) Indebtedness of any Loan Party or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business and so long as the aggregate amount of all Indebtedness pursuant to this Section 6.1(j) does not exceed $1,000,000 at any one time outstanding;

(k) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) the Liens, if any, in respect of such Indebtedness is in compliance with Section 6.2(e), and (iii) the aggregate principal amount of Indebtedness permitted by this clause (k) shall not exceed $15,000,000 at any time outstanding;

(l) other unsecured Indebtedness of any Loan Party (including, without limitation, Subordinated Indebtedness); provided that (i) the stated maturity date of such Indebtedness is not earlier than 120 days after the Maturity Date, (ii) the interest rate, principal amortization and other terms of such Indebtedness are acceptable to the Administrative Agent in its Permitted Discretion, and (iii) such Indebtedness shall not exceed $20,000,000 at any time outstanding; and

(m) unsecured Indebtedness under the Convertible Debentures (in an aggregate amount and on terms satisfactory to the Required Lenders).

6.2 Liens.

No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Liens created pursuant to any Loan Document;

(b) any Lien on any property or asset of any Loan Party existing on the date hereof and set forth in Schedule 6.2; provided that (i) such Lien shall not apply to any other property or asset of such Loan Party and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof to the extent permitted by Section 6.1(f);

- 106 -

(c) Liens on fixed or capital assets acquired, constructed or improved by any Loan Party; provided that (i) such security interests secure Indebtedness permitted by clause (d) of Section 6.1 or any refinancing thereof pursuant to clause (f) of Section 6.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;

(d) Liens on real property and fixed assets located on such real property; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.1, and (ii) such security interests shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary;

(e) any Lien existing on any property or asset (other than Accounts and Equipment that is Rolling Stock) prior to the acquisition thereof by any Loan Party or existing on any property or asset (other than Accounts and Equipment that is Rolling Stock) of any Person that becomes a Loan Party after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be and extensions, renewals and replacements thereof to the extent permitted by Section 6.1(f);

(f) Liens of a collecting bank arising in the ordinary course of business under Section 4 208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon;

(g) Liens arising out of sale and leaseback transactions permitted by Section 6.6;

(h) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;

(i) Permitted Encumbrances; and

(j) Liens granted by a Subsidiary that is not a Loan Party in favour of any Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary.

Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.2 may at any time attach to any Loan Party’s (1) Accounts, other than those permitted under clause (a) of the definition of Permitted Encumbrance and clause (a) above and (2) Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrance and clauses (a) and (e) above.

- 107 -

6.3 Fundamental Changes.

(a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve (and distribute its assets), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any U.S. Loan Party may merge into another U.S. Loan Party so long as in a transaction in which a U.S. Borrower is involved, any U.S. Borrower is the surviving corporation, (ii) any Canadian Loan Party may merge or amalgamate into another Canadian Loan Party so long as in a transaction in which Vitran is involved, Vitran is the surviving corporation, (iii) any Loan Party may liquidate or dissolve (and distribute its assets to its immediate parent) if such parent is a Loan Party, (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve (and distribute its assets to its immediate parent) if Vitran determines in good faith that such liquidation or dissolution is in the best interests of Vitran and is not materially disadvantageous to the Lenders, and (v) any Loan Party may merge or amalgamate with any other Person (in the same Country of domicile as such Loan Party) in connection with the consummation of a Permitted Acquisition so long as (x)(A) no Change of Control results therefrom, and (B) the entity resulting therefrom shall have (a) entered into and delivered to the Administrative Agent an agreement in form and substance satisfactory to the Administrative Agent, wherein such successor entity shall have duly assumed in writing the obligations of such Loan Party hereunder and under each other Loan Document to which it is a party, and (b) delivered all requirements pursuant to Section 5.13, as the Administrative Agent may reasonably request; and (y) this Agreement and each other Loan Document to which it is a party shall remain in full force and effect with respect to such successor entity.

(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage in any business other than businesses substantially similar to the type conducted by the Loan Parties on the date of execution of this Agreement and businesses reasonably related thereto.

(c) No Loan Party will, nor will it permit any of its Subsidiaries to, change its fiscal year.

6.4 Investments, Loans, Advances, Guarantees and Acquisitions.

No Loan Party will, nor will it permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except:

(a) Permitted Investments, subject (as provided in the U.S. Security Agreement or the Canadian Security Agreement, as the case may be) to control agreements in favour of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be) or otherwise subject to a perfected security interest in favour of the Administrative Agent (for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be);

- 108 -

(b) investments in existence on the date of this Agreement and described in Schedule 6.4 (including investments by the Loan Parties in Equity Interests in their respective Subsidiaries);

(c) investments made after the date hereof by: (i) a U.S. Loan Party in any other U.S. Loan Party; (ii) a Canadian Loan Party in any other Canadian Loan Party; or (iii) a Canadian Loan Party in a U.S. Loan Party so long as: (A) Aggregate Availability exceeds $5,000,000 at the time of, and immediately after the making of, such investment, and (B) no Event of Default has occurred and is continuing at the time of such investment, or would result therefrom;

(d) loans or advances made by a Loan Party to an employee of a Loan Party on an arms-length basis in the ordinary course of business consistent with past practices up to a maximum of $100,000 in the aggregate at any one time outstanding;

(e) Guarantees permitted pursuant to Section 6.1;

(f) investments in the form of Swap Agreements permitted by Section 6.7;

(g) investments received in connection with the dispositions of assets permitted by Section 6.5;

(h) investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances;”

(i) Permitted Acquisitions;

(j) investments constituting Indebtedness permitted under Section 6.1(j);

(k) the formation by any U.S. Loan Party of any U.S. Subsidiary and the formation by any Canadian Loan Party of any Canadian Subsidiary thereof, so long as, in each case: (i) the Loan Parties comply with Section 5.13, and (ii) no Event of Default has occurred and is continuing or would result after giving effect to such formation; and

(l) Investments in joint ventures acceptable to the Agent in its Permitted Discretion.

- 109 -

6.5 Asset Sales.

No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to another Loan Party in compliance with Section 6.4), except:

(a) sales, transfers and dispositions of Inventory in the ordinary course of business;

(b) sales, transfers, leases and dispositions by: (i) any U.S. Loan Party to any other U.S. Loan Party, or (ii) any Canadian Loan Party to any other Canadian Loan Party;

(c) sales, transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;

(d) sales, transfers and dispositions of Permitted Investments and other investments permitted by clause (h) of Section 6.4;

(e) sale and leaseback transactions permitted by Section 6.6;

(f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Borrower or any Subsidiary;

(g) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business;

(h) the granting of Permitted Liens;

(i) sales, transfers and dispositions to the extent constituting investments permitted under Section 6.4 (other than sales of Equity Interests in Loan Parties or in any parent of any Loan Party); and

(j) sales, transfers and other dispositions of real property, equipment or other fixed or capital assets that are no longer used or useful to the business operations of the Loan Parties;

(k) so long as no Event of Default has occurred and is continuing or would result therefrom, transfers and other dispositions of assets (other than assets constituting Collateral or Equity Interests in Loan Parties or in any parent of any Loan Party) that are not permitted by any other paragraph of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this paragraph (k) shall not exceed $5,000,000 during any fiscal year and the form of consideration received for such transactions shall be (at a minimum) 75% in cash;

provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by paragraphs (a), (b) and (f) above) shall be made for fair value.

- 110 -

6.6 Sale and Leaseback Transactions.

No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for: (a) any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for cash consideration in an amount not less than the fair value of such fixed or capital asset and is consummated within 90 days after such Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset; or (b) other sales of any fixed or capital assets by any Borrower or any Subsidiary so long as: (i) for the period of sixty (60) consecutive days prior to, and after giving effect to such sale of fixed or capital assets, Aggregate Availability exceeds 17.5% of the Aggregate Revolving Commitments; (ii) the aggregate fair market value of all property sold under this clause (b) does not exceed $10,000,000; and (iii) no Event of Default has occurred and is continuing at the time of any such sale, or would result therefrom; or (c) the sale and leaseback of the terminal located at 1325 Central Avenue, University Park, Illinois 60466.

6.7 Swap Agreements.

No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which any Loan Party has actual exposure (other than those in respect of Equity Interests of any Loan Party), and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of any Loan Party.

6.8 Restricted Payments; Certain Payments of Indebtedness.

(a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except

(i) each of Vitran and each Subsidiary may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock;

(ii) any U.S. Loan Party may pay dividends to any other U.S. Loan Party or Canadian Loan Party; and

(iii) any Canadian Loan Party (other than Vitran) may make dividends to any other Canadian Loan Party.

(b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:

(i) payment of Indebtedness created under the Loan Documents;

- 111 -

(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness (including, without limitation, the EDC Loan and the Real Estate Loan Agreement), other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof;

(iii) refinancings of Indebtedness to the extent permitted by Section 6.1;

(iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and

(v) payment of quarterly scheduled interest payments (in the maximum aggregate amount of $2,000,000) to the Excluded Subsidiaries, as permitted under Section 6.1, provided that no Event of Default has occurred and is continuing and provided that such interest payments are distributed by an Excluded Subsidiary to a Loan Party within three (3) Business Days of such payment being made.

6.9 Transactions with Affiliates.

No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favourable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among: (i) any U.S. Loan Parties; or (ii) any Canadian Loan Parties, (c) investments permitted by Section 6.4, (d) Indebtedness permitted under Section 6.1, (e) sale and lease back transactions permitted by Section 6.6; (f) Restricted Payments permitted by Section 6.8, (g) payments permitted under 6.8(vi); (h) loans or advances to employees permitted under Section 6.4, (i) the payment of reasonable fees to directors of any Loan Party who are not employees of such Loan Party, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Loan Parties in the ordinary course of business and (j) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by a Loan Party’s board of directors.

6.10 Restrictive Agreements.

No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any of its Subsidiaries to create, incur or

- 112 -

permit to exist any Lien upon any the Collateral, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases restricting the assignment thereof.

6.11 Amendment of Material Documents.

No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under (a) Convertible Debenture, the Real Estate Loan Agreement or the EDC Guarantee; or (b) (i) its certificate of incorporation, by-laws, operating, memorandum of association, management or partnership agreement or other organizational documents or (ii) any Material Contract or other document evidencing any Material Indebtedness (other than Indebtedness described in clause (a) of this Section 6.11), to the extent any such amendment, modification or waiver of any instrument, contract or agreement described in this clause (b) would be materially adverse to the Lenders.

6.12 Capital Expenditures.

(a) The Loan Parties will not, nor will they permit any Subsidiary to, incur or make any unfinanced Capital Expenditures (offset by the proceeds of sales of fixed assets for the period) during any fiscal year, in an aggregate amount exceeding $20,000,000 for all such Persons.

6.13 Fixed Charge Coverage Ratio.

During a Fixed Charge Coverage Trigger Period, the Loan Parties will not permit the Fixed Charge Coverage Ratio, determined on a trailing twelve (12) month basis, to be less than 1.10 to 1.00 (a) as of the last day of the month ended immediately prior to such Fixed Charge Coverage Trigger Period, and (b) as of the last day of each month during such Fixed Charge Coverage Trigger Period, until such Fixed Charge Coverage Trigger Period shall no longer be continuing.

- 113 -

ARTICLE VII – EVENTS OF DEFAULT

If any of the following events (“Events of Default”) shall occur:

(a) any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days;

(c) any representation or warranty made by or on behalf of any Loan Party or any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect when made;

(d) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in: (i) Section 5.2(a), 5.3 (with respect to a Loan Party’s existence) or 5.8 or in Article VI of this Agreement, or (ii) Article IV or Article VII of the Canadian Security Agreement or Article IV or Articles VII of the U.S. Security Agreement;

(e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i) 5 days after the earlier of any Loan Party’s knowledge of such failure or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such failure relates to terms or provisions of Section 5.1, 5.2 (other than Section 5.2(a)), 5.3 (other than with respect to a Loan Party’s existence), 5.4, 5.6, 5.7, 5.9, 5.10 or 5.12 of this Agreement or (ii) 30 days after the earlier of any Loan Party’s knowledge of such failure or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender) if such breach relates to terms or provisions of any other Section of this Agreement or any other Loan Document;

(f) any Loan Party or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity, in each case, after the expiry of any cure period with respect thereto; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

- 114 -

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or its debts, or of a substantial part of its assets, under any federal, state, provincial or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, interim receiver, trustee, custodian, sequestrator, monitor, administrator, conservator or similar official for any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state, provincial or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, interim receiver, trustee, custodian, sequestrator, monitor, administrator, conservator or similar official for such Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) any Loan Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $3,000,000 shall be rendered against any Loan Party or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party to enforce any such judgment or any Loan Party shall fail within 30 days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;

(l) (i) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding $3,000,000 for all periods; or (ii) a Pension Event shall occur which, in the Administrative Agent’s determination,

- 115 -

constitutes grounds for the termination under any applicable law, of any Canadian Pension Plan or for the appointment by the appropriate Governmental Authority of a trustee for any Canadian Pension Plan, or if any Canadian Pension Plan shall be terminated or any such trustee shall be requested or appointed, or if a Loan Party or any of its Subsidiaries is in default with respect to payments to a Multiemployer Plan or Canadian Pension Plan resulting from their complete or partial withdrawal from such Canadian Pension Plan and any such event may reasonably be expected to have a Material Adverse Effect or any Canadian Loan Party is in default of or with respect to any required contributions to a Canadian Pension Plan or a Canadian Union Plan or any Lien arises (except for contribution amounts not yet due) in connection with any Canadian Pension Plan;

(m) a Change in Control shall occur;

(n) the EDC Guarantee shall fail to remain in full force or effect (including the termination thereof) or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the EDC Guarantee, or Export Development Canada or a Loan Party shall deny that it has any further liability under the EDC Guarantee, or shall give notice to such effect, and any U.S. LC Exposure or Canadian LC Exposure in excess of the limits specified in Section 2.6(b) (resulting from the removal (by the Agent) of any EDC Guarantee amounts from any outstanding Letters of Credit, as a result of the foregoing), is not remedied within three Business Days; provided that such three (3) Business Day cure shall only be permitted if Aggregate Availability is greater than or equal to zero after the removal (by the Agent) of any such EDC Guarantee amounts from any outstanding Letters of Credit or, if Aggregate Availability is less than zero, there is immediate compliance with Section 2.11(b);

(o) the Loan Guaranty, the Canadian Guarantee or the U.S. Guarantee shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, the Canadian Guarantee or the U.S. Guarantee, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty, the Canadian Guarantee or the U.S. Guarantee to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty, the Canadian Guarantee or the U.S. Guarantee to which it is a party, or shall give notice to such effect;

(p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document;

(q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);

- 116 -

(r) any “Event of Default” (or similar term or definition reflecting defaults or breaches) occurs under the Convertible Debentures Indenture; or

(s) any “Event of Default” occurs under the Real Estate Loan Agreement (as such term is defined therein).

then, and in every such event (other than an event with respect to the Borrowers described in paragraph (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take either or both of the following actions, at the same or different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately and (ii) declare the Loans and other Obligations then outstanding to be due and payable in whole (or in part, in which case any Obligations not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans and other Obligations so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to the Borrowers described in paragraph (h) or (i) of this Article, the Revolving Commitments shall automatically terminate and the principal of the Loans and other Obligations then outstanding, together with accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and the continuance of an Event of Default, the Administrative Agent or the Canadian Administrative Agent, may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to it under the Loan Documents or at law or equity, including all remedies provided under the UCC and the PPSA.

ARTICLE VIII – THE ADMINISTRATIVE AGENT AND CANADIAN

ADMINISTRATIVE AGENT

Each of the Lender Parties hereby irrevocably appoints each of the Administrative Agent and the Canadian Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent and the Canadian Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent and the Canadian Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Without limiting the generality of the paragraph above, for the purposes of creating a solidarité active in accordance with Article 1541 of the Civil Code of Québec, between each Lender Party, taken individually, on the one hand, and the Administrative Agent, on the other hand, each Loan Party, each such Lender Party and the Administrative Agent acknowledge and

- 117 -

agree with the Administrative Agent that each such Lender Party and the Administrative Agent are hereby conferred the legal status of solidary creditors of each Loan Party in respect of all Obligations, present and future, owed by each such Loan Party to the Administrative Agent and each such Lender Party hereunder and under the other Loan Documents (collectively, the “Solidary Claim”). Each Loan Party which is not a signatory of this Agreement but is or may become a signatory to any other Loan Documents shall be deemed to have accepted the provisions contained in this paragraph by its execution of such other Loan Documents. Accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code, each such Loan Party is irrevocably bound towards the Administrative Agent and each Lender Party in respect of the entire Solidary Claim of the Administrative Agent and such Lender Party. As a result of the foregoing, the parties hereto acknowledge that the Administrative Agent and each Lender Party shall at all times have a valid and effective right of action for the entire Solidary Claim of the Administrative Agent and such Lender Party and the right to give full acquittance for same. The parties further agree and acknowledge that the Administrative Agent’s Liens on the Collateral under the Collateral Documents shall be granted to the Administrative Agent, for its own benefit and for the benefit of the Lender Parties, as solidary creditor as hereinabove set forth.

In addition, and without limiting any of the foregoing, for the purposes of holding any security granted by any Borrower or any other Loan Party pursuant to the laws of the Province of Quebec to secure payment of any bond issued by any Borrower or any Loan Party, each of the Lender Parties hereby irrevocably appoints and authorizes the Administrative Agent and, to the extent necessary, ratifies the appointment and authorization of the Administrative Agent, to act as the person holding the power of attorney (i.e. “fondé de pouvoir”) (in such capacity, the “Attorney”) of the Lender Parties as contemplated under Article 2692 of the Civil Code of Québec, and to enter into, to take and to hold on its behalf, and for its benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any hypothec. Moreover, without prejudice to such appointment and authorization to act as the person holding the power of attorney as aforesaid, each of the Lender Parties hereby irrevocably appoints and authorizes the Administrative Agent (in such capacity, the “Custodian”) to act as agent and custodian for and on behalf of the Lender Parties to hold and be the sole registered holder of any bond which may be issued under any hypothec, the whole notwithstanding Section 32 of An Act respecting the special powers of legal persons (Quebec) or any other applicable law, and to execute all related documents. Each of the Attorney and the Custodian shall: (a) have the sole and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney and the Custodian (as applicable) pursuant to any hypothec, bond, pledge, applicable laws or otherwise, (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Lender Parties, and (c) be entitled to delegate from time to time any of its powers or duties under any hypothec, bond, or pledge on such terms and conditions as it may determine from time to time. Any person who becomes a Lender Party shall, by its execution of an Assignment and Assumption, be deemed to have consented to and confirmed: (i) the Attorney as the person holding the power of attorney as aforesaid and to have ratified, as of the date it becomes a Lender Party, all actions taken by the Attorney in such capacity, and (ii) the Custodian as the agent and custodian as aforesaid and to have ratified, as of the date it becomes a Lender Party, all actions taken by the Custodian in such capacity. The substitution of the Administrative Agent pursuant to the provisions of this Article VIII shall also constitute the substitution of the Attorney and the Custodian.

- 118 -

The bank serving as the Administrative Agent or the Canadian Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent or the Canadian Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as if it were not the Administrative Agent or the Canadian Administrative Agent hereunder.

Neither the Administrative Agent nor the Canadian Administrative Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither the Administrative Agent nor the Canadian Administrative Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent and the Canadian Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent or the Canadian Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2), and (c) except as expressly set forth in the Loan Documents, neither the Administrative Agent nor the Canadian Administrative Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or Canadian Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent and the Canadian Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.2) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent or the Canadian Administrative Agent, as the case may be, shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent and the Canadian Administrative Agent by the Borrower Representative or a Lender Party, and the Administrative Agent and the Canadian Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the adequacy, accuracy or completeness of any information (whether oral or written) set forth or in connection with any Loan Document, (v) the legality, the validity, enforceability, effectiveness, adequacy or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and the Canadian Administrative Agent, as the case may be.

- 119 -

The Administrative Agent and the Canadian Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any representation, notice, request, certificate, consent, statement, instrument, document or other writing or communication believed by it to be genuine, correct and to have been authorized, signed or sent by the proper Person. The Administrative Agent and the Canadian Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made or authorized by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent and the Canadian Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent and the Canadian Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent or the Canadian Administrative Agent, as the case may be. The Administrative Agent, the Canadian Administrative Agent and any such sub-agent thereof may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent, the Canadian Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent and the Canadian Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent and Canadian Administrative Agent, as the case may be, as provided in this paragraph, the Administrative Agent and the Canadian Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor (which shall, in the case of the Canadian Administrative Agent only, be an Affiliate of the Administrative Agent acting through a branch or an office in Canada). If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Canadian Administrative Agent, as the case may be, gives notice of its resignation, then the retiring Administrative Agent or Canadian Administrative Agent, as the case may be, may, on behalf of the Lender Parties, appoint a successor Administrative Agent which shall be a commercial bank or an Affiliate of any such commercial bank (which shall, in the case of the Canadian Administrative Agent only, be an Affiliate of the Administrative Agent acting through an office in Canada). Upon the acceptance of its appointment as Administrative Agent or Canadian Administrative Agent, as the case may be, hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges, obligations and duties of the retiring (or retired) Administrative Agent or Canadian Administrative Agent, as the case may be, and the retiring Administrative Agent or Canadian Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent and Canadian Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s or Canadian Administrative Agent’s resignation hereunder, the provisions of this Article, Section 2.17(d) and Section 9.3 shall continue in effect for the benefit of such retiring Administrative

- 120 -

Agent or Canadian Administrative Agent as the case may be, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent or Canadian Administrative Agent as the case may be.

All services rendered in Canada under this Agreement or any other Loan Document to be performed by the Administrative Agent or the Canadian Administrative Agent will be performed by a Canadian resident for purposes of the ITA or an authorized foreign bank for purposes of the Bank Act (Canada).

Each Lender Party acknowledges that it has, independently and without reliance upon the Administrative Agent, the Canadian Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender Party also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Canadian Administrative Agent or any other Lender Party and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent or the Canadian Administrative Agent; (b) the Administrative Agent and the Canadian Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and that the Administrative Agent and the Canadian Administrative Agent undertake no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent, the Canadian Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

The Sole Bookrunner, the Co-Lead Arrangers and the Documentation Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement.

- 121 -

ARTICLE IX – MISCELLANEOUS

9.1 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i) if to any Loan Party, to the Borrower Representative at:

Vitran Corporation Inc.

Suite 701

185 The West Mall

Toronto, ON M9C 5L5

Attention: Fayaz Suleman, Chief Financial Officer

Facsimile No: 416-596-8039

with a copy to:

McMillan LLP

Brookfield Place, Suite 4400

181 Bay Street

Toronto, ON M5J 2T3

Attention: Eric Friedman

Facsimile No: 416-865-7048

(ii) if to the Administrative Agent, or the U.S. Swingline Lender, to:

JPMorgan Chase Bank, N.A.

1300 East Ninth Street, Floor 13

Cleveland, OH 44114

Attention: Randy Abrams

Facsimile No: 216-781-2071

(iii) if to the Canadian Administrative Agent, or the Canadian Swingline Lender, to:

JPMorgan Chase Bank, N.A., Toronto Branch

Royal Bank Plaza, South Tower

1800 – 200 Bay street

Toronto, ON M5J 2J2

Attention: Auggie Marchetti

Facsimile No: 416-981-2375

(iv) if to any other Lender or any Issuing Bank, to it at its address or facsimile number or electronic mail address set forth in its Administrative Questionnaire or in any other writing delivered by any such Person to the Administrative Agent.

All such notices and other communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received or (ii) sent by facsimile or electronic mail shall be deemed to have been given when sent, provided that if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient.

- 122 -

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II, to compliance or Default certificates delivered pursuant to Section 5.1 unless otherwise agreed by the Administrative Agent and the Canadian Administrative Agent, as the case may be, and the applicable Lender. The Administrative Agent or the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Any party hereto may change its address, electronic mail address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

- 123 -

9.2 Waivers; Amendments.

(a) No failure or delay by any Lender Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lenders Parties, hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Lender Party may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or (ii) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Canadian Administrative Agent (to the extent it is a party to such Loan Document) and each Loan Party that is a party thereto, with the consent of the Required Lenders; provided that no such agreement shall (A) increase the U.S. Commitment or the Canadian Commitment of any Lender without the written consent of such Lender (including any such Lender that is a Defaulting Lender), (B) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender directly affected thereby (including any such Lender that is a Defaulting Lender), (C) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, postpone the scheduled date of expiration of the Revolving Commitment, without the written consent of each Lender (including any such Lender that is a Default Lender) directly affected thereby, (D) change Section 2.18(b) in any manner adverse to any Lender without such Lender’s consent or in a manner that would alter the manner in which payments are shared, without the written consent of each Lender affected thereby, (E) increase the advance rates set forth in the definition of Canadian Borrowing Base or U.S. Borrowing Base or add new categories of eligible assets, without the written consent of each Lender, (F) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent

- 124 -

thereunder, without the written consent of each Lender, (G) release any Loan Guarantor from its obligation under its Loan Guaranty, Canadian Guarantee or U.S. Guarantee (except as otherwise permitted herein or in the other Loan Documents), without the written consent of each Lender, or (H) except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank or any Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Canadian Administrative Agent, such Issuing Bank or such Swingline Lender, as the case may be (it being understood that any change to Section 2.20 shall require the consent of the Administrative Agent, the Canadian Administrative Agent, the Swingline Lenders and the Issuing Banks). Notwithstanding the foregoing, (x) the Administrative Agent may also amend the Revolving Commitment Schedule to reflect assignments entered into pursuant to Section 9.4 and (y) any amendment entered into in connection with an Aggregate Commitment Increase or a Canadian Revolving Commitment Adjustment pursuant to Section 2.9(c), (e) or (f) as applicable, shall require only the signature of the Administrative Agent, the Borrowers and the Lender(s) being added or increasing their Revolving Commitment(s) or Canadian Commitments, as applicable, except as otherwise provided in such Section 2.9(e).

(c) The Lender Parties hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties or the Canadian Loan Parties, as the case may be, on any Collateral (i) upon the termination of all Revolving Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender Party, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty, Canadian Guarantee or U.S. Guarantee provided by such Subsidiary, (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII; (v) otherwise having a value in the aggregate not in excess of $7,000,000 during any calendar year; or (vi) as permitted under the Canadian Security Agreement and/or the U.S. Security Agreement. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral valued in the aggregate (A) in excess of $5,000,000 but not in excess of $7,000,000 during any calendar year without the prior written authorization of the

- 125 -

Required Lenders and (B) in excess of $7,000,000 during any calendar year without the prior written authorization of the Lenders. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

(d) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.4, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

9.3 Expenses; Indemnity; Damage Waiver.

(a) The Borrowers shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent, the Canadian Administrative Agent and their Affiliates, including the reasonable fees, charges and disbursements of counsel, advisors and other professionals for the Administrative Agent and the Canadian Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the applicable Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel, advisors and other professionals for the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank

- 126 -

or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in respect thereof. Expenses being reimbursed by the Borrowers under this Section include, without limiting the generality of the foregoing, costs and expenses incurred by the Agents and their Affiliates in connection with:

(i) appraisals and insurance reviews;

(ii) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination;

(iii) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent;

(iv) taxes, fees and other charges for (A) lien searches and (B) recording the Collateral Documents, filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens;

(v) sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and

(vi) forwarding loan proceeds, collecting cheques and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral.

All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).

(b) The Borrowers shall, jointly and severally, indemnify the Administrative Agent, the Canadian Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes (other than taxes based on income), liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a

- 127 -

demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of their Subsidiaries, (iv) the failure of the Borrowers to deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

(c) To the extent that the Borrowers fail to pay any amount required to be paid by it to the Administrative Agent, the Canadian Administrative Agent, any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Canadian Administrative Agent, such Issuing Bank or such Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Canadian Administrative Agent, such Issuing Bank or such Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after written demand therefor.

9.4 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null

- 128 -

and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Canadian Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(i) Subject to the conditions set forth in paragraph (b)(ii)(iv), and (v) below, any Lender may assign to one or more assignees (other than the Loan Parties or any of their Affiliates) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower Representative, provided that no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

(B) the Administrative Agent; and

(C) the Issuing Banks.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Representative shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;

- 129 -

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and

(E) any assignments of all or a portion of a Lender’s Canadian Commitment or other rights and obligations under this Agreement relating to the Canadian Borrowers shall be made to a Canadian Qualified Lender;

(F) each assignment shall be comprised of an equal percentage of the outstanding Canadian Commitment, U.S. Commitment, Canadian Revolving Exposure and U.S. Revolving Exposure of the applicable assignor; and

(G) each assignee shall receive both a Canadian Commitment and a U.S. Commitment in accordance with the percentages set forth in the definitions of Canadian Lenders and U.S. Lenders.

For the purposes of this Section 9.4(b), the term “Approved Fund” has the following meaning:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.3). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

- 130 -

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitment of, and principal amount and stated interest of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent, the Canadian Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.5, 2.6(d) or (e), 2.7(b), 2.18(d) or 9.3(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(b) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the Canadian Administrative Agent, the Issuing Banks or the Swingline Lenders, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, the Canadian Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in

- 131 -

connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.2(b) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. The participating Lender, as a non-fiduciary agent of the Borrowers, shall maintain a register similar to that set forth in Section 9.4(b)(iv) with respect to the participation granted.

(c) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

9.5 Survival.

All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Lender Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.3 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Revolving Commitments or the termination of this Agreement or any provision hereof.

- 132 -

9.6 Counterparts; Integration; Effectiveness.

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the Canadian Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.1, this Agreement shall become effective when it shall have been executed by the Administrative Agent and the Canadian Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.

9.7 Severability.

Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

9.8 Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or any Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

- 133 -

9.9 Governing Law; Jurisdiction; Consent to Service of Process.

(a) The Loan Documents (other than those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, provided, however, that if the laws of any jurisdiction other than the province of Ontario shall govern in regard to the validity, perfection or effect of perfection of any Lien or in regard to procedural matters affecting enforcement of any Liens on all or any party of the Collateral, such laws of such other jurisdictions shall continue to apply to that extent.

(b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ontario court or Canadian federal court sitting in Toronto, Ontario in any action or proceeding arising out of or relating to any Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such province of Ontario or, to the extent permitted by law, in such federal court; provided that claims with respect to U.S. Loan Documents may, as provided therein, also be tried in the courts of Chicago, Illinois. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Canadian Administrative Agent, the Issuing Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

9.10 WAIVER OF JURY TRIAL; JUDICIAL REFERENCE.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD

- 134 -

NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.11 Headings.

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

9.12 Confidentiality.

Each of the Lender Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by Requirement of Laws or by any subpoena or similar legal process (in which event, the Administrative Agent or Lender, as applicable, will notify, to the extent practicable and not prohibited under the circumstances, the Borrower Representative on a timely basis prior to such disclosure), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of the Borrower Representative or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Lender Party on a non-confidential basis from a source other than the Loan Parties unless such Lender Party knows that such information was obtained in violation of any confidentiality agreement or arrangement. For the purposes of this Section, “Information” means all information received from the Loan Parties relating to the Loan Parties or their business, other than any such information that is available to any Lender Party on a non-confidential basis prior to disclosure by the Loan Parties; provided that, in the case of information received from the Loan Parties after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING VITRAN CORPORATION AND ITS AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE

- 135 -

SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND PROVINCIAL OR STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND PROVINCIAL OR STATE SECURITIES LAWS.

9.13 Several Obligations; Nonreliance; Violation of Law.

The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither any Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.

9.14 USA PATRIOT Act.

Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

9.15 Disclosure.

Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.

- 136 -

9.16 Appointment for Perfection.

Each Lender Party hereby appoints each other Lender Party as its agent for the purpose of perfecting Liens, for the benefit of the Lender Parties or the Canadian Lender Parties, as the case may be, in assets which, in accordance with Article 9 of the UCC, the PPSA, the Securities Transfer Act, 2006 (Ontario) or any other applicable law can be perfected only by possession. Should any Lender Party (other than the Administrative Agent) obtain possession of any such Collateral, such Lender Party shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

9.17 Interest Rate Limitation.

Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Canadian Prime Rate to the date of repayment, shall have been received by such Lender.

9.18 Judgment Currency Conversion.

(a) The obligations of the Loan Parties hereunder and under the other Loan Documents to make payments in dollars or in Canadian Dollars, as the case may be (the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the applicable Loan Party of the full amount of the Obligation Currency expressed to be payable to the applicable Loan Party under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the Administrative Agent’s quoted rate of exchange prevailing, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

- 137 -

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Loan Parties each covenant and agree to pay, or cause to be paid, such additional amounts, 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 Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. Any amount due from a Loan Party under this Section 9.18 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of any of the Loan Documents.

(c) For purposes of determining the prevailing rate of exchange, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

9.19 Canadian Anti-Money Laundering Legislation.

(a) Each Borrower acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lender Parties may be required to obtain, verify and record information regarding the Borrowers and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Borrowers, and the transactions contemplated hereby. Each Borrower shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender Party or any prospective assignee or participant of a Lender, any Issuing Bank or any Agent, in order to comply with any applicable AML Legislation, whether now or hereafter in existence.

(b) If the Canadian Administrative Agent has ascertained the identity of any Borrower or any authorized signatories of the Borrower for the purposes of applicable AML Legislation, then the Canadian Administrative Agent:

(i) shall be deemed to have done so as an agent for each Lender Party, and this Agreement shall constitute a “written agreement” in such regard between each Lender Party and the Canadian Administrative Agent within the meaning of the applicable AML Legislation; and

(ii) shall provide to each Lender Party copies of all information obtained in such regard without any representation or warranty as to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lender Parties agrees that neither the Canadian Administrative Agent nor any other Agent has any obligation to ascertain the identity of the Borrowers or any authorized signatories of the Borrowers on behalf of any Lender Party, or to confirm the completeness or accuracy of any information it obtains from any Borrower or any such authorized signatory in doing so.

- 138 -

ARTICLE X – LOAN GUARANTY

10.1 Guaranty.

Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Lender Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured Obligations and all costs and expenses including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the Canadian Administrative Agent, the Issuing Banks and the Lenders in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender Party that extended any portion of the Guaranteed Obligations.

10.2 Guaranty of Payment.

This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require any Lender Party to sue any Borrower, any other Loan Guarantor, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.

10.3 No Discharge or Diminishment of Loan Guaranty.

(a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, any Lender Party, or any other person, whether in connection herewith or in any unrelated transactions.

- 139 -

(b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.

(c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any Lender Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any of the Guaranteed Obligations; (iv) any action or failure to act by any Lender Party with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of the Guaranteed Obligations).

10.4 Defenses Waived.

To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any other Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any Loan Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any person against any Obligated Party, or any other person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security.

- 140 -

10.5 Rights of Subrogation.

No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Lender Parties, the Commitments have been terminated and no Obligations (other than contingent indemnification obligations for which no claim has been made) are outstanding.

10.6 Reinstatement; Stay of Acceleration.

If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or not the Lender Parties are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Lender Parties.

10.7 Information.

Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that no Lender Party shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks.

10.8 Taxes.

Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall immediately pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount it would have received had no such withholding been made.

- 141 -

10.9 Maximum Liability.

The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Guarantors or the Lender Parties, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan Guarantor’s “Maximum Liability”). This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights of the Lender Parties to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and remedies of the Lender Parties hereunder; provided that nothing in this sentence shall be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.

10.10 Contribution.

In the event any Loan Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor’s “Applicable Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from the Borrowers after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Lender Parties and the Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

- 142 -

10.11 Liability Cumulative.

The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative with all liabilities of each Loan Party to the Lender Parties under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

10.12 Termination.

The Lenders may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until thirty (30) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with respect to, or substitutions for, all or any part of that Guaranteed Obligations.

ARTICLE XI – THE BORROWER REPRESENTATIVE

11.1 Appointment; Nature of Relationship.

Vitran, an Ontario corporation, is hereby appointed by each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the appropriate Borrower, subject to the limits as between Canadian Borrowers and U.S. Borrowers contained in this Agreement. None of the Lender Parties and their respective officers, directors, agents or employees, shall be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.1.

11.2 Powers.

The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lender Parties to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.

- 143 -

11.3 Employment of Agents.

The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other Loan Document by or through authorized officers.

11.4 Notices.

Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default or unmatured Default hereunder referring to this Agreement describing such Default or unmatured Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lender Parties. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date received by the Borrower Representative.

11.5 Successor Borrower Representative.

Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written notice of such resignation to the Lender Parties.

11.6 Execution of Loan Documents; Borrowing Base Certificate.

The Borrowers hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Lender Parties the Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Borrowers.

11.7 Reporting.

Each Borrower hereby agrees that such Borrower shall furnish promptly after each fiscal month to the Borrower Representative a copy of any certificate or report required hereunder or requested by the Borrower Representative on which the Borrower Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificates required pursuant to the provisions of this Agreement.

[Remainder of Page Left Intentionally Blank]

- 144 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

CANADIAN BORROWERS:

VITRAN CORPORATION INC., an Ontario Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: President & Chief Executive Officer
By:
	Name:
	Title:

VITRAN EXPRESS CANADA INC., an Ontario Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

- Signature Page to Credit Agreement -

U.S. BORROWERS:

VITRAN CORPORATION, a Nevada Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

VITRAN EXPRESS, INC., a Pennsylvania Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

LAS VEGAS/L.A. EXPRESS, INC., a California Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

- Signature Page to Credit Agreement -

VITRAN LOGISTICS CORP., a Delaware Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

VITRAN LOGISTICS, INC., an Indiana Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

SHORTHAUL TRANSPORT CORPORATION, an Indiana Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

- Signature Page to Credit Agreement -

MIDWEST SUPPLY CHAIN, INC., a Kansas Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

- Signature Page to Credit Agreement -

OTHER LOAN PARTIES:

CAN-AM LOGISTICS INC., an Ontario Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: President
By:
	Name:
	Title:

VITRAN LOGISTICS LIMITED, an Ontario Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

EXPEDITEUR T.W. LTÉE, a Canada Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

- Signature Page to Credit Agreement -

1098304 ONTARIO INC., an Ontario Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: President
By:
	Name:
	Title:

DONEY HOLDINGS INC., an Ontario Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

ROUT-WAY EXPRESS LINES LTD./LES SERVICES ROUTIERS EXPRESS ROUT LTEE, a Canada Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

- Signature Page to Credit Agreement -

:

1277050 ALBERTA INC., an Alberta Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

SOUTHERN EXPRESS LINES OF ONTARIO LIMITED, an Ontario Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

VITRAN ENVIRONMENTAL SYSTEMS INC., an Ontario Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

- Signature Page to Credit Agreement -

0772703 B.C. LTD., a British Columbia Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

1833660 ONTARIO INC., an Ontario Corporation
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Chief Executive Officer
By:
	Name:
	Title:

- Signature Page to Credit Agreement -

ADMINISTRATIVE AGENT, EFFECTIVE DATE ISSUING BANK (U.S.) AND U.S. SWINGLINE LENDER:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Randy Abrams
	Name: Randy Abrams
	Title: Authorized Officer

- Signature Page to Credit Agreement -

CANADIAN ADMINISTRATIVE AGENT, EFFECTIVE DATE ISSUING BANK (CANADA) AND CANADIAN SWINGLINE LENDER:
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By:	/s/ Auggie Marchetti
	Name: Auggie Marchetti
	Title: Senior Vice President & Region Manager

- Signature Page to Credit Agreement -

“CANADIAN LENDERS”

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By:	/s/ Auggie Marchetti
	Name: Auggie Marchetti
	Title: Senior Vice President & Region Manager

- Signature Page to Credit Agreement -

“CANADIAN LENDERS” continued

ROYAL BANK OF CANADA
By:	/s/ Edward Lynch
	Name: Edward Lynch
	Title: Attorney In Fact
By:	/s/ Robert Kizell
	Name: Robert Kizell
	Title: Attorney In Fact

- Signature Page to Credit Agreement -

“CANADIAN LENDERS” continued

FIFTH THIRD BANK
By:	/s/ Charles J. Miller
	Name: Charles J. Miller
	Title: Vice President

- Signature Page to Credit Agreement -

“CANADIAN LENDERS” continued

EXPORT DEVELOPMENT CANADA
By:	/s/ Robert Pelletier
	Name: Robert Pelletier
	Title: Financing Manager
By:	/s/ Janine Dopson
	Name: Janine Dopson
	Title: Financing Manager

- Signature Page to Credit Agreement -

“U.S. LENDERS”

JPMORGAN CHASE BANK, N.A.
By:	/s/ Randy Abrams
	Name: Randy Abrams
	Title: Authorized Officer

- Signature Page to Credit Agreement -

“U.S. LENDERS” continued

ROYAL BANK OF CANADA
By:	/s/ Edward Lynch
	Name: Edward Lynch
	Title: Attorney In Fact
By:	/s/ Robert Kizell
	Name: Robert Kizell
	Title: Attorney In Fact

- Signature Page to Credit Agreement -

“U.S. LENDERS” continued

FIFTH THIRD BANK
By:	/s/ William J. Krummen
	Name: William J. Krummen
	Title: Vice President
By:
	Name:
	Title:

- Signature Page to Credit Agreement -

“U.S. LENDERS” continued

EXPORT DEVELOPMENT OF CANADA
By:	/s/ Robert Pelletier
	Name: Robert Pelletier
	Title: Financing Manager
By:	/s/ Janine Dopson
	Name: Janine Dopson
	Title: Financing Manager

EX-10.9

Exhibit 10.9

Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

EXECUTED by the parties hereto as of the 29th day of December, 2011.

AMONG:	VITRAN CORPORATION INC. and VITRAN EXPRESS CANADA INC., as Canadian Borrowers
	(the “Canadian Borrowers”)
AND:	VITRAN CORPORATION, VITRAN EXPRESS, INC., LAS VEGAS/L.A. EXPRESS, INC., VITRAN LOGISTICS CORP., VITRAN LOGISTICS, INC., SHORTHAUL TRANSPORT CORPORATION and MIDWEST SUPPLY CHAIN, INC., as U.S. Borrowers
	(collectively, the “U.S. Borrowers”)
AND:	THE CANADIAN BORROWERS, THE U.S. BORROWERS, CAN-AM LOGISTICS INC., VITRAN LOGISTICS LIMITED, EXPEDITEUR T.W. LTEE, 1098304 ONTARIO INC., DONEY HOLDINGS INC., ROUT-WAY EXPRESS LINES LTD./LES SERVICE ROUTIERS EXPRESS ROUT LTEE, 1277050 ALBERTA INC., SOUTHERN EXPRESS LINES OF ONTARIO LIMITED, VITRAN ENVIRONMENTAL SYSTEMS INC., 0772703 B.C. LTD. and 1833660 ONTARIO INC., as Guarantors
	(collectively, the “Guarantors”)
AND:	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	(the “Agent”)
AND:	EACH OF THE FINANCIAL INSTITUTIONS PARTY HERETO CONSTITUTING REQUIRED LENDERS (as such term is defined in the Credit Agreement (as defined below)), as Required Lenders
	(collectively the “Required Lenders”)

WHEREAS the Borrower, the Guarantors, the Agent and the other Persons signatory thereto have entered into a Credit Agreement dated as of November 30, 2011 (including all annexes, exhibits and schedules thereto, as the same has been or may be amended, modified, restated, supplemented or replaced from time to time, the “Credit Agreement”);

AND WHEREAS the parties hereto have agreed to amend certain provisions of the Credit Agreement, but, only to the extent and subject to the limitations set forth in this First Amendment to Credit Agreement (hereinafter this “Amendment Agreement”) and without prejudice to the Agent’s and the Secured Parties’ other rights;

NOW THEREFORE for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows:

ARTICLE I – INTERPRETATION

1.1 All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (including, as the case may be, as amended by the terms of this Amendment Agreement).

ARTICLE II – AMENDMENTS

2.1 As of the Amendment Effective Date, the defined term “Aggregate Availability” appearing in Section 1.1 of the Credit Agreement is hereby amended by deleting the following therefrom:

“(excluding the aggregate undrawn amount of each outstanding Letter of Credit issued on behalf of the U.S. Loan Parties or the Canadian Loan Parties and backed by the EDC Guarantee).”.

2.2 As of the Amendment Effective Date, the defined term “Canadian Availability” appearing in Section 1.1 of the Credit Agreement is hereby amended by deleting the following therefrom:

“(excluding the aggregate undrawn amount of each outstanding Letter of Credit issued on behalf of the Canadian Loan Parties and backed by the EDC Guarantee).”.

2.3 As of the Amendment Effective Date, the defined term “Canadian Secured Obligations” appearing in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and substituted by the following:

““Canadian Secured Obligations” means all Canadian Obligations, together with all (a) Banking Services Obligations of the Canadian Loan Parties, (b) Swap Obligations of the Canadian Loan Parties, (c) EDC LC Facility Obligations of the Canadian Loan Parties, and (d) obligations of the Canadian Borrowers under the Overdraft Accommodations plus all interest and other amounts payable in connection therewith, in each case owing to one or more Canadian Lenders or their respective Affiliates. Obligations owing to one or more Canadian Lenders or their respective Affiliates under clauses (a) and (b) above shall only be considered Secured Obligations to the extent such Canadian Lenders or their respective Affiliates have complied with Section 2.22; provided that promptly after any transaction relating to such Swap Obligation is executed, the Canadian Lender or Affiliate of a Canadian Lender party thereto (other than JPMorgan or its Affiliates) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a Canadian Secured Obligation entitled to the benefits of the Collateral Documents in favour of the Canadian Lender Parties.”.

2.4 As of the Amendment Effective Date, the defined term “Commercial LC Exposure” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the following sentence at the end thereof:

“For greater certainty, Commercial LC Exposure shall not include any EDC LC Facility Exposure.”.

2.5 As of the Amendment Effective Date, the defined term “EDC Guarantee” appearing in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and substituted by the following:

““EDC Guarantee” means the Account Performance Security Guarantee – Certificate of Cover dated June 27, 2011 by and among Export Development Canada and JPMorgan Chase Bank, N.A., as amended and replaced by the Account Performance Security Guarantee – Certificate of Cover dated November 30, 2011 among the foregoing parties, and as further amended and replaced by Account Performance Security Guarantee – Certificate of Cover dated December     , 2011.”.

2.6 As of the Amendment Effective Date, the defined term “EDC LC Facility” is hereby added in Section 1.1 of the Credit Agreement in alphabetical order with the following meaning:

““EDC LC Facility” has the meaning assigned to such term in Section 2.24.”.

2.7 As of the Amendment Effective Date, the defined term “EDC LC Facility Exposure” is hereby added in Section 1.1 of the Credit Agreement in alphabetical order with the following meaning:

““EDC LC Facility Exposure” means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure of each Borrower under the EDC LC Facility. The EDC LC Facility Exposure of any EDC LC Lender at any time shall be its pro rata share of the total EDC LC Facility Exposure at such time.”.

2.8 As of the Amendment Effective Date, the defined term “EDC LC Facility Obligations” is hereby added in Section 1.1 of the Credit Agreement in alphabetical order with the following meaning:

““EDC LC Facility Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under the EDC LC Facility.”.

2.9 As of the Amendment Effective Date, the defined term “EDC LC Lenders” is hereby added in Section 1.1 of the Credit Agreement in alphabetical order with the following meaning:

““EDC LC Lenders” has the meaning assigned to such term in Section 2.24.”.

2.10 As of the Amendment Effective Date, the defined term “Indebtedness” appearing in Section 1.1 of the Credit Agreement is hereby amended as follows:

(i) by inserting “, (m) all EDC LC Facility Obligations of such Person” immediately after the reference to “(l) all Swap Obligations of such Person,” in the fifteenth line thereof; and

(ii) deleting the reference to “(m)” therein before the reference to “any other Off-Balance Sheet Liability of such Person” and substituting “(n)” therefor.

2.11 As of the Amendment Effective Date, the defined term “LC Disbursement” appearing in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the following substituted therefor:

““LC Disbursement” means a payment made by the Issuing Bank or the Administrative Agent (with regards to the EDC LC Facility) pursuant to a Letter of Credit.”.

2.12 As of the Amendment Effective Date, the defined term “Lender Parties” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting “, Letters of Credit under the EDC LC Facility” immediately after the reference to “Swap Agreements” therein.

2.13 As of the Amendment Effective Date, the defined term “Letter of Credit” appearing in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the following substituted therefor:

““Letter of Credit” means any letter of credit or similar instrument (including a bank guarantee) acceptable to the Administrative Agent and the applicable Issuing Bank, where applicable, issued pursuant to this Agreement.”.

2.14 As of the Amendment Effective Date, the defined term “Standby LC Exposure” appearing in Section 1.1 of the Credit Agreement is hereby amended by inserting the following sentence at the end thereof:

“For greater certainty, Standby LC Exposure does not include any EDC LC Facility Exposure.”.

2.15 As of the Amendment Effective Date, the defined term “U.S. Availability” appearing in Section 1.1 of the Credit Agreement is hereby amended by deleting the following therefrom:

“(excluding the aggregate undrawn amount of each outstanding Letter of Credit issued on behalf of the U.S. Loan Parties and backed by the EDC Guarantee).”.

2.16 As of the Amendment Effective Date, the defined term “U.S. Secured Obligations” appearing in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and substituted by the following:

““U.S. Secured Obligations” means all U.S. Obligations, together with all (a) Banking Services Obligations of the U.S. Loan Parties, (b) Swap Obligations of the U.S. Loan Parties, and (c) EDC LC Facility Obligations of the U.S. Loan Parties, in each case owing to one or more U.S. Lenders or their respective Affiliates. Obligations owing to one or more U.S. Lenders or their respective Affiliates under clauses (a) and (b) above shall only be considered U.S. Secured

Obligations to the extent such U.S. Lenders or their respective Affiliates have complied with Section 2.22; provided that promptly after any transaction relating to such Swap Obligation is executed, the U.S. Lender or Affiliate of a U.S. Lender party thereto (other than JPMorgan or its Affiliates) shall have delivered written notice to the Administrative Agent that such a transaction has been entered into and that it constitutes a U.S. Secured Obligation entitled to the benefits of the Collateral Documents in favour of the U.S. Lender Parties.”.

2.17 As of the Amendment Effective Date, subsection 2.5(h)(iii) is deleted in its entirety and substituted by the following:

“(iii) The Overdraft Accommodations plus all interest thereon and other amounts payable in connection therewith shall be secured by the Administrative Agent’s Liens in and to the Collateral and shall constitute Canadian Secured Obligations hereunder.”.

2.18 As of the Amendment Effective Date, subsection 2.6(a) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“For greater certainty, all Letters of Credit issued by the Administrative Agent pursuant to EDC LC Facility shall not be subject to the terms of this Section 2.6 but shall instead be subject to the terms of Section 2.24.”.

2.19 As of the Amendment Effective Date, subsection 2.6(b) of the Credit Agreement is hereby amended as follows:

(i) by deleting the following, in its entirety, from subparagraph 2.6(b)(i):

“(with respect to Letters of Credit issued hereunder and not supported by the EDC Guarantee) plus $12,186,723 (with respect to Letters of Credit issued hereunder and supported by the EDC Guarantee)”; and

(ii) by deleting the following, in its entirety, from subparagraph 2.6(b)(ii)

“(with respect to Letters of Credit issued hereunder and not supported by the EDC Guarantee) plus $1,000,000 (with respect to Letters of Credit issued hereunder and supported by the EDC Guarantee)”.

2.20 As of the Amendment Effective Date, subsection 2.6(e) of the Credit Agreement is hereby amended by deleting “or any payment by Export Development Canada pursuant to the EDC Guarantee” in the eleventh and twelfth to last lines thereof.

2.21 As of the Amendment Effective Date, subsection 2.9(a) of the Credit Agreement is hereby amended by deleting the last sentence thereof and substituting the following therefor:

“For clarification, all U.S. Commitments and Canadian Commitments, as sub-facilities of the Revolving Commitments, and all commitments under the EDC LC Facility shall terminate upon the termination of the Revolving Commitments.”.

2.22 As of the Amendment Effective Date, the Credit Agreement is hereby amended by inserting the following subsection 2.12(e) immediately after subsection 2.12(d) thereof:

“(e) The Borrowers agree to pay to the Administrative Agent for the account of each EDC LC Lender a participation fee with respect to its participations in Letters of Credit issued under the EDC LC Facility, which shall accrue at 0.625% per annum on the average daily amount of such Lender’s applicable EDC LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such EDC LC Lender ceases to have any EDC LC Exposure. In addition, each Borrower agrees to pay to the Administrative Agent with respect to each Letter of Credit issued for the account of such Borrower under the EDC LC Facility by the Administrative Agent a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the EDC LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any EDC LC Exposure, as well as the Administrative Agent’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar month shall be payable on the first Business Day of each calendar month following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Administrative Agent pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

2.23 As of the Amendment Effective Date, subsection 2.18(a) of the Credit Agreement is hereby amended as follows:

(i) by inserting “(other than Letters of Credit issued under the EDC LC Facility)” immediately after “… Canadian Letter of Credit” in the third line of subsection (i) thereof; and

(ii) by inserting “, 2.24” immediately after the reference to “2.17” in subsection (iii) thereof.

2.24 As of the Amendment Effective Date, subsection 2.18(b) of the Credit Agreement is hereby amended as follows:

(i) by inserting “other than unreimbursed LC Disbursements relating to Letters of Credit issued under the EDC LC Facility” at the very end after “… prepay unreimbursed LC Disbursements” in paragraph “fifth” thereof;

(ii) by inserting “and EDC LC Facility Obligations” immediately after “… Administrative Agent pursuant to Section 2.22)” in paragraph “seventh” thereof;

(iii) by removing the reference to “and” immediately before the reference to paragraph “eighth” therein; and

(iv) by inserting the following immediately after paragraph “eighth” thereof “, and ninth, to pay any other Secured Obligations due to Royal Bank of Canada, under the Overdraft Accommodations, by the Borrowers.”

2.25 As of the Amendment Effective Date, the Credit Agreement is hereby amended by inserting the following “Section 2.24” immediately after “Section 2.23” thereof:

“2.24 EDC LC Facility.

(a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit (denominated in dollars in the case of U.S. Letters of Credit and denominated in either dollars or Canadian Dollars in the case of Canadian Letters of Credit) backed and supported by the EDC Guarantee for its own account or for the account of another Borrower (for themselves or for the benefit of a Loan Party), in a form reasonably acceptable to the Administrative Agent, at any time and from time to time during the Availability Period (the “EDC LC Facility”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, the Administrative Agent relating to any Letter of Credit under the EDC LC Facility, the terms and conditions of this Agreement shall control. For greater certainty, all Letters of Credit issued by the Administrative Agent pursuant to the EDC LC Facility shall not be subject to the terms of Section 2.6 but instead shall be subject to the terms of this Section 2.24.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit under the EDC LC Facility (or the amendment, renewal or extension of an outstanding Letter of Credit under the EDC LC Facility), the Borrower Representative shall deliver by hand or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the Administrative Agent) to the Administrative Agent (prior to 11:00 a.m., Chicago time, at least three Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit under the EDC LC Facility, or identifying the Letter of Credit, under the EDC LC Facility, to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, whether such Letter of Credit is to be issued for the account of a Canadian Loan Party or a U.S. Borrower, the currency in which such Letter of Credit will be denominated (which may be in: (x) dollars in the

case of U.S. Letters of Credit and (y) dollars or Canadian Dollars in the case of Canadian Letters of Credit), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Administrative Agent, the applicable Borrower also shall submit a letter of credit application on the Administrative Agent’s standard form in connection with any request for a Letter of Credit under the EDC LC Facility. A Letter of Credit under the EDC LC Facility shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit under the EDC LC Facility the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the EDC LC Exposure shall not exceed $12,186,723, (ii) U.S. Availability shall not be less than zero, (iii) Canadian Availability shall not be less than zero, and (iv) Aggregate Availability shall not be less than zero.

(c) Expiration Date. Each Letter of Credit issued under the EDC LC Facility shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided that any Letter of Credit issued under the EDC LC Facility with a one year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above).

(d) Participations. By the issuance of a Letter of Credit under the EDC LC Facility (or an amendment to a Letter of Credit issued under the EDC LC Facility increasing the amount thereof) and without any further action on the part of the Administrative Agent or the applicable Lenders, the Administrative Agent hereby grants to each of Royal Bank of Canada and JPMorgan Chase Bank, N.A. (as Lenders under this Agreement (the “EDC LC Lenders”)), with respect to a Letter of Credit issued under the EDC LC Facility, and each EDC LC Lender, hereby acquires from the Administrative Agent, a participation in each such Letter of Credit equal to such Lender’s pro rata share of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each EDC LC Lender hereby absolutely and unconditionally agrees to pay in dollars or Canadian Dollars, as applicable, to the Administrative Agent, for the account of the Administrative Agent, such EDC LC Lender’s pro rata share of each LC Disbursement, made by the Administrative Agent under the EDC LC Facility and not reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to such Borrowers for any reason. Each EDC LC Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit issued under the EDC LC Facility is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit issued under the EDC LC Facility or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, U.S. Commitments or Canadian Commitments, and

that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each EDC LC Lender hereby agrees that its respective commitment under the EDC LC Facility and its corresponding pro rata share (with respect thereto), is as reflected in the EDC LC Facility Commitment Schedule attached to this Agreement.

(e) Reimbursement. If the Administrative Agent shall make any LC Disbursement in respect of a Letter of Credit issued under the EDC LC Facility, the applicable Borrower shall reimburse such LC Disbursement by paying to (i) the Administrative Agent in the same currency as the applicable LC Disbursement, an amount equal to such LC Disbursement not later than noon, Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than noon, Chicago time, on (x) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 10:00 a.m., Chicago time, on the day of receipt, or (y) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each EDC LC Lender of the applicable LC Disbursement with respect to such Letters of Credit, the payment then due from the applicable Borrower in respect thereof and such Lender’s pro rata share thereof. Promptly following receipt of such notice with respect to any Letter of Credit issued under the EDC LC Facility, each EDC LC Lender shall pay to the Administrative Agent its pro rata share of the payment then due from the applicable Borrower, in the same manner as provided in Section 2.7 with respect to Loans made by such EDC LC Lender (and Section 2.7 shall apply, mutatis mutandis, to the payment obligations of the applicable EDC LC Lenders). Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph or any payment by Export Development Canada pursuant to the EDC Guarantee, the Administrative Agent shall distribute such payment to the extent that EDC LC Lenders have made payments pursuant to this paragraph to reimburse the Administrative Agent, then to such Lenders as their interests may appear. Any payment made by an EDC LC Lender pursuant to this paragraph to reimburse the Administrative Agent for any LC Disbursement shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement. Provided that the terms thereof so permit, the Administrative Agent shall request payment and performance by Export Development Canada under the EDC Guarantee in connection with any LC Disbursements made or required under the EDC LC Facility; provided, further, that the Administrative Agent shall not be required, by the Loan Parties, to expend any fees, costs or time if Export Development Canada does not perform its obligations under the EDC Guarantee after such request.

(f) Obligations Absolute. The joint and several obligations of the Borrowers to reimburse LC Disbursements relating to Letters of Credit issued under the EDC

LC Facility as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit issued under the EDC LC Facility or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit issued under the EDC LC Facility proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Administrative Agent under a Letter of Credit issued under the EDC LC Facility against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Canadian Administrative Agent, the Revolving Lenders (including the EDC LC Lenders) nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with (i) the issuance or transfer of any Letter of Credit issued under the EDC LC Facility or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), (ii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit issued under the EDC LC Facility (including any document required to make a drawing thereunder), (iii) any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Administrative Agent, or (iv) any failure to make a request or demand under the EDC Guarantee or any failure by any party under the EDC Guarantee to perform its obligations thereunder; provided that the foregoing shall not be construed to excuse the Administrative Agent from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are caused by Administrative Agent’s gross negligence or wilful misconduct (as finally determined by a court of competent jurisdiction) when determining whether drafts and other documents presented under a Letter of Credit issued under the EDC LC Facility comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of the Administrative Agent (as finally determined by a court of competent jurisdiction), the Administrative Agent shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit issued under the EDC LC Facility, the Administrative Agent may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Administrative Agent shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit issued under the EDC LC Facility. The Administrative Agent shall promptly notify the applicable Borrower by telephone (confirmed by facsimile or electronic mail) of such demand for payment and whether the Administrative Agent has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the Administrative Agent and the applicable EDC LC Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If the Administrative Agent shall make any LC Disbursement, in respect of a Letter of Credit issued under the EDC LC Facility, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the earlier of (i) the date that the Borrowers reimburse such LC Disbursement, or (ii) the date that Export Development Canada reimburses (in full) the Administrative Agent under the EDC Guarantee in respect of such LC Disbursement, in either case at the rate per annum then applicable to: (i) CBFR Revolving Loans in the case of LC Disbursements made in dollars; and (ii) Canadian Prime Rate Revolving Loans in the case of LC Disbursements made in Canadian Dollars; provided that, if the applicable Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(f) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Administrative Agent, except that interest accrued on and after the date of payment by any EDC LC Lender pursuant to paragraph (e) of this Section to reimburse the Administrative Agent shall be for the account of such EDC LC Lender to the extent of such payment.

(i) Cash Collateralization. If the Revolving Commitments are terminated (and subject to the priorities set forth in Section 2.18(b)), the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the EDC LC Lenders (the “EDC LC Collateral Account”), an amount in cash in dollars equal to 105% of the EDC LC Exposure as of such date plus accrued and unpaid interest thereon. Such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations in the case of deposits in the EDC LC Collateral Account. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accounts; and (x) the Borrowers hereby grant the Administrative Agent (for the benefit of the Lender Parties) a security interest in the EDC LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Administrative Agent for the LC Disbursements in respect of Letters of Credit

issued under the EDC LC Facility for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the EDC LC Exposure at such time.

(j) Defaulting EDC LC Lenders. Notwithstanding any provision of this Agreement to the contrary, if any EDC LC Lender becomes a Defaulting Lender, then the provisions of Section 2.20 of this Agreement shall apply, mutatis mutandis, to such EDC Lenders, the Borrowers and the EDC LC Facility as a whole (including all fees and obligations thereunder).”.

2.26 As of the Amendment Effective Date, Section 7(n) of the Credit Agreement is hereby deleted in its entirety and the following substituted therefor:

“the EDC Guarantee shall fail to remain in full force or effect (including the termination thereof) or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the EDC Guarantee, or Export Development Canada or a Loan Party shall deny that it has any further liability under the EDC Guarantee, or shall give notice to such effect;”.

2.27 As of the Amendment Effective Date, Section 9.3(b) of the Credit Agreement is hereby amended by inserting “or the Administrative Agent” immediately after the reference to “Issuing Bank” in the thirteenth line thereof.

2.28 As of the Amendment Effective Date, the EDC LC Facility Commitment Schedule attached to this Amending Agreement as Annex “A” shall be deemed to be, and inserted as, a Schedule to the Credit Agreement.

ARTICLE III – CONDITIONS TO EFFECTIVENESS

3.1 This Amendment Agreement shall become effective upon satisfaction of the following conditions precedent (the date of satisfaction of all such conditions being referred to herein as the “Amendment Effective Date”):

(a) the Borrowers, each other Loan Party and the Required Lenders delivering to the Agent five originally executed copies of this Amendment Agreement; and

(b) delivery to the Administrative Agent of a revised fully executed EDC Guarantee satisfactory to the Administrative Agent, acting in its sole discretion.

ARTICLE IV – REPRESENTATIONS AND WARRANTIES

4.1 The Borrower and each other Loan Party warrants and represents to the Agent and the Secured Parties that the following statements are true, correct and complete:

(a) Authorization, Validity, and Enforceability of this Amendment Agreement. Each Loan Party has the corporate power and authority to execute and deliver this Amendment Agreement and to perform the Credit Agreement. Each Loan Party has taken all necessary corporate action (including, without limitation,

obtaining approval of its shareholders if necessary) to authorize its execution and delivery of this Amendment Agreement and the performance of the Credit Agreement. This Amendment Agreement has been duly executed and delivered by each Loan Party and this Amendment Agreement and the Credit Agreement constitute the legal, valid and binding obligations of each Loan Party, enforceable against each of them in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each Loan Party’s execution and delivery of this Amendment Agreement and the performance by each Loan Party of the Credit Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of any Loan Party by reason of the terms of (a) any contract, mortgage, hypothec, Lien, lease, agreement, indenture, or instrument to which any Loan Party is a party or which is binding on any of them, (b) any requirement of law applicable to any Loan Party, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association or articles of association of any Loan Party.

(b) Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against any Loan Party of this Amendment Agreement or the Credit Agreement except for such as have been obtained or made and filings required in order to perfect and render enforceable the Agent’s Liens.

(c) Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in the Credit Agreement and the other Loan Documents are and will be true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

(d) Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment Agreement that would constitute a Default or an Event of Default.

(e) Security. All security delivered to or for the benefit of the Agent on behalf of the Secured Parties pursuant to the Credit Agreement and the other Loan Documents remain in full force and effect and secure all obligations of the Borrower and the other Loan Parties purported to being secured thereby, including, under the Credit Agreement and the other Loan Documents.

ARTICLE V – MISCELLANEOUS

5.1 Each Borrower (i) reaffirms its Obligations under the Credit Agreement and the other Loan Documents to which it is a party, and (ii) agrees that the Credit Agreement and the

other Loan Documents to which it is a party remain in full force and effect, except as amended hereby, and are hereby ratified and confirmed. The other Loan Parties (i) consent to and approve the execution and delivery of this Amendment Agreement by the parties hereto, (ii) agree that this Amendment Agreement does not and shall not limit or diminish in any manner the obligations of the Loan Parties under their guarantees (collectively, the “Guarantees”) and that such obligations would not be limited or diminished in any manner even if such Loan Parties had not executed this Amendment Agreement, (iii) agree that this Amendment Agreement shall not be construed as requiring the consent of such Loan Parties in any other circumstance, (iv) reaffirm each of their obligations under the Guarantees and the other Loan Documents to which they are a party, and (v) agree that the Guarantees and the other Loan Documents to which they are a party remain in full force and effect and are hereby ratified and confirmed.

5.2 Nothing contained in this Amendment Agreement or any other communication between the Agent and/or the Secured Parties and the Borrowers (or any other Loan Party) shall be a waiver of any other present or future violation, Default or Event of Default under the Credit Agreement or any other Loan Document (collectively, “Violations”). Similarly, nothing contained in this Amendment Agreement shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Agent’s or the Secured Parties’ right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan Document with respect to any Violations (including, without limiting the generality of the foregoing, in respect of the non-conformity to any representation, warranty or covenant contained in any Loan Document), (ii) except as specifically provided in Article II hereof, amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of the Borrower or any other Loan Party under the Loan Documents or any right, privilege or remedy of the Agent or the Secured Parties under the Credit Agreement or any other Loan Document or any other contract or instrument with respect to Violations. Nothing in this Amendment Agreement shall be construed to be a consent by the Agent or the other Secured Parties to any Violations.

5.3 Save as expressly set forth in this Amendment Agreement, all other terms and conditions of the Credit Agreement remain in full force and effect. All other Loan Documents remain in full force and effect.

5.4 This Amendment Agreement shall be interpreted and the rights and liabilities of the parties hereto shall be determined in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

5.5 This Amendment Agreement may be executed in original, facsimile and/or other electronic means counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[the following pages are the signature pages]

The parties have executed this Amendment Agreement as of the date first above written.

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/s/ Randy Abrams
	Name: Randy Abrams
	Title: Authorized Officer

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent
By:	/s/ Auggie Marchetti
	Name: Auggie Marchetti
	Title: SVP and Region Manager

[signatures continued on next page]

- Signature Page to First Amendment to Credit Agreement -

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender
By:	/s/ Auggie Marchetti
	Name: Auggie Marchetti
	Title: SVP and Region Manager

ROYAL BANK OF CANADA, as a Canadian Lender
By:	/s/ Michael Wang
	Name: Michael Wang
	Title: Vice President

FIFTH THIRD BANK, as a Canadian Lender
By:	/s/ Charles J. Miller
	Name: Charles J. Miller
	Title: Vice President

EXPORT DEVELOPMENT CANADA, as a Canadian Lender
By:	/s/ Christopher Wilson
	Name: Christopher Wilson
	Title: Asset Manager
By:	/s/ Trevor Mulligan
	Name: Trevor Mulligan
	Title: Asset Manager

[signatures continued on next page]

JPMORGAN CHASE BANK, N.A., as a U.S. Lender
By:	/s/ Randy Abrams
	Name: Randy Abrams
	Title: Authorized Officer

ROYAL BANK OF CANADA, as a U.S. Lender
By:	/s/ Michael Wang
	Name: Michael Wang
	Title: Vice President

FIFTH THIRD BANK, as a U.S. Lender
By:	/s/ William J. Krummen
	Name: William J. Krummen
	Title: Vice President

EXPORT DEVELOPMENT OF CANADA, as a U.S. Lender
By:	/s/ Christopher Wilson
	Name: Christopher Wilson
	Title: Asset Manager
By:	/s/ Trevor Mulligan
	Name: Trevor Mulligan
	Title: Asset Manager

[signatures continued on next page]

VITRAN CORPORATION INC., as a Canadian Borrower and as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

VITRAN EXPRESS CANADA INC., as a Canadian Borrower and as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

VITRAN CORPORATION, as a U.S. Borrower and as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

VITRAN EXPRESS, INC., as a U.S. Borrower and as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

[signatures continued on next page]

LAS VEGAS/L.A. EXPRESS, INC., as U.S. Borrower and as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

VITRAN LOGISTICS CORP., as a U.S. Borrower and as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

VITRAN LOGISTICS, INC., as a U.S. Borrower and as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

SHORTHAUL TRANSPORT CORPORATION, as a U.S. Borrower and as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

MIDWEST SUPPLY CHAIN, INC., as a U.S. Borrower and as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

CAN-AM LOGISTICS INC., as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

VITRAN LOGISTICS LIMITED, as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

EXPEDITEUR T.W. LTEE, as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

1098304 ONTARIO INC., as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

DONEY HOLDINGS INC., as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

ROUT-WAY EXPRESS LINES LTD./LES SERVICES ROUTIERS EXPRESS ROUT LTEE, as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

- Signature Page to First Amendment to Credit Agreement -

1277050 ALBERTA INC., as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

SOUTHERN EXPRESS LINES OF ONTARIO LIMITED, as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

VITRAN ENVIRONMENTAL SYSTEMS INC., as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

0772703 B.C. LTD., as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

1833660 ONTARIO INC., as a Guarantor
By:	/s/ Richard E. Gaetz
	Name: Richard E. Gaetz
	Title: Authorized Officer

- Signature Page to First Amendment to Credit Agreement -

ANNEX “A” TO THE AMENDMENT AGREEMENT

EDC LC FACILITY COMMITMENT SCHEDULE

Lender	Commitment		Pro Rata Share
JPMorgan Chase Bank, N.A.	$	8,186,723		67.17740	%
Royal Bank of Canada	$	4,000,000		32.82260	%
Total	$	12,186,723		100.00	%

EX-10.10

Exhibit 10.10

November 30, 2011

Vitran Corporation Inc.

c/o Royal Bank of Canada

Royal Bank Plaza

4th Floor, North Tower, PO Box 50

Toronto, ON M5J 2W7

Attention: Reiner Plessl

Vitran Express Canada Inc.

1201 Creditstone Road

Concord, Ontario

L4K 0C2

Attention: Fayaz Suleman

Dear Sirs

Re: 10077 Grace Road, Surrey, BC

18204 - 111 Avenue NW, Edmonton, AB

1201 Creditstone Road, Vaughan, ON and 2700 Langstaff Road, Vaughan, ON

CMLS Financial Ltd. (the “Lender”) is pleased to advise that on the basis of information provided in connection with your request for financing, your application for a mortgage loan (the “Loan”) has been approved subject to the terms and conditions set out herein.

This amended and restated commitment letter (as further amended, restated, supplemented or otherwise modified from time to time, the “Commitment Letter”) cancels, supersedes and replaces the commitment letter dated as of November 8, 2011 relating to the Properties (as herein defined) issued by the Lender to the Borrower and Covenantors (the “Original Commitment Letter”). Upon the signing of this Commitment Letter by the Lender, the Borrower and the Covenantors, the Original Commitment Letter shall be terminated and be of no further force and effect.

NOW THEREFORE in consideration of the covenants and agreements herein contained, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

LOAN TYPE

Conventional loan on the security of a first freehold mortgage (the “Mortgage”) on the land and buildings (individually a “Property” and together the “Properties”) located at:

10077 Grace Road, Surrey, British Columbia V3V-3V6 (the “BC Property”)

18204 – 111 Avenue NW, Edmonton, Alberta T5S-2H4 (the “AB Property”)

1201 Creditstone Road, Vaughan, Ontario L4K-0C2 and 2700 Langstaff Road, Vaughan, ON (the “ON Property”)

PURPOSE

To provide first mortgage financing on the Properties to enable the Borrower to repay its existing indebtedness.

BORROWER(S)

Vitran Express Canada Inc. (the “Borrower”)

COVENANTOR(S)

A guarantee shall be provided by Vitran Corporation Inc. (“Vitran”) and Expediteur T.W. Ltee (“ETW” together with Vitran, the “Covenantor(s)”) on a joint and several basis to make payments under the Loan and to perform all other obligations of the Borrower until the Loan has been satisfactorily repaid in full.

MORTGAGEE

CMLS Financial Ltd., on behalf of an investor client.

LEGAL DESCRIPTION

To be confirmed by the Lender’s counsel.

DESCRIPTION OF PROPERTY

A portfolio of three properties containing approximately 194,080 rentable square feet, located on approximately 42 acres.

PRINCIPAL AMOUNT

The principal amount of the Loan under this Commitment Letter is $39,225,000 (the “Principal Amount”) and the amount allocated to each Property below (the “Allocated Amount”) is only for prepayment and partial release purposes under the “Prepayment” and “Partial Release” sections below and shall not affect the amount to be secured under any security agreement in favour of the Lender or the obligation of the Borrower to pay the Principal Amount to the Lender in full. If a prepayment is made in accordance with the terms of the “Prepayment” and/or the “Insurance” sections, then each Allocated Amount is subject to reduction as provided therein.

CMSL Loan 50149	10077 Grace Road, Surrey, BC	$	13,325,000
CMLS Loan 50150	18204 – 111 Avenue NW, Edmonton, AB	$	4,875,000
CMLS Loan 50151	1201 Creditstone Road, Vaughan, ON and 2700 Langstaff Road, Vaughan, ON	$	21,025,000

AMORTIZATION

Twenty-Five (25) years

INTEREST RATE

The interest rate for the Loan will be 300 basis points over the bid side yield to maturity expressed as a percentage per annum, compounded semi-annually, not in advance, of a publicly traded non-callable Government of Canada bond selected by the Lender and maturing on a date close to the Maturity Date of the loan as determined by the Lender as at the first Business Day on which the Lender receives the Borrower’s written request to set the interest rate (the “Interest Rate”). The Interest Rate must be set within 15 days of the anticipated funding date as set out in the written notice from the Borrower (the “Funding Notice”), and no later than 5 days prior to such funding date. The Funding Notice must be received by the Lender no later than 1:00 PM EST for rate setting that day. Notwithstanding the above, the Interest Rate shall not be less than 4.75%.

The Loan will be funded on the date set out in the Funding Notice from the Borrower, which must be within 15 days of the setting of the Interest Rate, otherwise the Lender reserves the right in its sole option to modify the rate by applying the formula provided herein.

Interest at the Interest Rate shall be calculated semi-annually and payable monthly not in advance both before and after demand, maturity, judgment and before and after default, based on the Principal Amount advanced and outstanding from time to time from and including the date of advance thereof. Interest on overdue interest shall be calculated and be payable at the same rate and in the same manner as set out herein.

COMMITMENT EXPIRY

December 15, 2011 hereinafter referred to as the “Commitment Expiry Date”. The Lender acknowledges the target funding date is November 30, 2011 or earlier.

Please also refer to clause entitled “Commitment Expiry” contained in the Standard Terms and Conditions.

INTEREST ADJUSTMENT DATE

The first (1st) day of the month next following the date of the advance of funds; being December 1, 2011 (the “Interest Adjustment Date”).

MATURITY DATE

Seven (7) years from the Interest Adjustment Date; being November 30, 2018 (the “Maturity Date”).

FUNDING

The Loan is to be advanced by way of a single advance of funds.

CMLS Loan No. 50149,50150 & 50151

Page 4 of 32

Commitment Letter dated November 30, 2011

SECURITY FUNDING/ CONDITIONS PRECEDENT

CONDITIONS PRECEDENT TO FUNDING

Conditions precedent to the disbursement of funds under the Loan shall be:

1. CREDIT AND FINANCIAL INFORMATION

Receipt and satisfactory approval by the Lender of the financial statements for all corporate Borrower and Covenantor(s).

All Borrower and Covenantor(s) hereby consent to the Lender commissioning and receiving credit reports on the Borrower and Covenantor(s), the cost of which is to the account of the Borrower.

The Borrower and Covenantor(s) acknowledge that all financial information has been provided to the Lender for the purpose of assessing credit risks associated with the Loan and that the Lender may, in order to fulfill its obligations or enforce its rights (including, without limitation, the enforcement of its security), confidentially disclose all such financial information to third parties (including, without limitation, credit rating agencies) in the ordinary course of business.

The Borrower and Covenantor(s) agree to have the attached Client Identification Certification (Schedule “F”) completed by its/their counsel and returned to the Lender and the Lender’s counsel as required herein.

2. OPERATING STATEMENTS

Receipt and satisfactory review by the Lender of operating statements on each of the Properties for the past three years.

3. APPRAISAL

Receipt and satisfactory review by the Lender of appraisal reports on each of the Properties from Cushman & Wakefield Ltd., acceptable to the Lender, establishing a minimum total market value for mortgage purposes of $60,350,000. The appraisals shall be accompanied by Reliance Letters authorizing the Lender to use and rely upon the appraisals for financing purposes. All costs associated with the Cushman & Wakefield Ltd. appraisals will be to the account of the Lender. The Lender confirms that the appraisals relating to the Properties dated October 31, 2011 prepared by Cushman & Wakefield Ltd. are acceptable for the purposes of satisfying the condition in this section.

4. ENVIRONMENTAL REPORT (“ESA”)

Receipt and acceptance by the Lender of Phase I environmental reports or audits on each of the Properties prepared by an environmental consultant (the “Consultant”) satisfactory to the Lender. The report(s) must be dated within 1 year of the date of this Commitment Letter. If further investigative work is recommended, then the Borrower and the Lender will confer with

the Consultant to determine the reasonable scope for the further work and, if practicable, provide the Consultant with express instructions to conduct such investigations as are required to permit the Consultant to issue the subsequent investigative report. Notwithstanding the foregoing, all ESA reports must conform to the Canadian Standards Association (Z768 for ESA Phase 1 reports and Z769 for ESA Phase 2 reports). The reports must be directed to or accompanied by a Transmittal Letter authorizing the Lender to use and rely upon the reports for financing purposes. All costs will be to the account of the Borrower. The Lender confirms that the ESA Phase 1 Reports relating to the Properties dated September 15, 2011 prepared by Pinchin Environmental are acceptable for the purposes of satisfying the condition in this section.

The mortgage shall contain Schedule “A” as attached wherein the Borrower covenants and agrees that to the best of its knowledge, there has not been, there are not currently and there will not in the future be any hazardous materials on each of the Properties, except for any hazardous materials which are handled or otherwise dealt with in accordance in all material respects with applicable law.

5. ENGINEERING REPORT/BUILDING CONDITION REPORT

Receipt and satisfactory review by the Lender of an engineering report from an independent engineering firm acceptable to the Lender, confirming on each of the Properties the structural integrity of the building, the roof system therein and of all operating systems. The engineering report must also verify that each of the Properties complies with the appropriate provincial and municipal regulations. The report must be directed to or accompanied by a Transmittal Letter authorizing the Lender to use and rely upon the reports for financing purposes. All costs will be to the account of the Borrower. The Lender confirms that the Building Assessment Reports relating to the Properties dated September 15, 2011 prepared by Pinchin Environmental are acceptable for the purposes of satisfying the condition in this section.

6. INSURANCE

Evidence of insurance in form and substance reasonably satisfactory to the Lender is required. Please see attached Schedule “B” for insurance requirements. Upon acceptance of this Commitment Letter, all insurance policies must be forwarded to the Lender’s insurance consultants, at the following address, for their review and approval:

Intech Risk Management Inc.

3 Church Street, Suite 400,

Toronto, ON M5E 1M2

Attention: Todd McCleave

Telephone: (416) 348-9111

Fax: (416) 348-9121

Email: tmccleave@intechrisk.com

The cost of the Lender’s insurance consultant’s review of the Borrower’ insurance shall be for the account of the Borrower and may be deducted from an advance of funds under the Loan. Material changes to insurance coverage during the term of the Loan will, at the sole discretion of the Lender, require an additional review by the Lender’s insurance consultant. All insurance review costs will be to the account of the Borrower.

Following is the name, address, and contact information of the employee at Vitran who can be contacted by the Lender’s insurance consultant with respect to the Borrower’s insurance coverage:

Name:	Rod Mowat
Address:	1201 Creditstone Road, Concord, Ontario
Phone:	416-798-4965 ext. 5205	Fax:        416-596-8039
E-mail:	rodmowat@vitran.com

It is further understood and agreed that it is the responsibility of the Borrower and/or its Insurance Broker to notify CMLS directly of any changes in coverage from the actual binder or certificates issued at the time of closing and release of funds. Please note that all insurance documentation after the loan funding date is to be submitted directly to CMLS as follows:

Addressed to the Mortgagee

c/o CMLS Financial Ltd.

Suite 2110 - 1066 West Hastings Street,

Vancouver, BC V6E 3X2

The Borrower shall be responsible for the cost of the review.

7. PROPERTY INSPECTION

An inspection of each of the Properties by an authorized representative of the Lender.

8. PROPERTY TAX NOTICES

A copy of the Current Year Property Tax Notices for each of the Properties (including interim and final tax bills) indicating no Taxes (as defined in the Mortgages) or utilities arrears or unpaid special levies.

9. TITLE INSURANCE

A commercial lenders’ title insurance policy from First Canadian Title in a form satisfactory to the Lender’s counsel may be required. The Borrower will be responsible for the cost of the insurance policy if required.

Where the Borrower elects to provide a legal opinion on title to each of the Properties, such legal opinion may be provided by the Borrower’s counsel or the Lender’s counsel, at the Borrower’s cost. The title opinion shall be in form and substance acceptable to the Lender in the Lender’s sole and absolute discretion.

10. RECEIPT OF ATTACHED BORROWER(S) INFORMATION PACKAGE (SCHEDULE “C” THROUGH “G”)

11. CORPORATE STRUCTURE

The Lender’s counsel shall confirm to the Lender that Vitran Express Canada Inc. is the registered owner of the Properties and the ownership structure is as represented by the Borrower to the Lender.

12. OTHER INFORMATION

Such other reports or information as the Lender or Lender’s counsel may reasonably request.

13. COUNSEL

The counsel acting solely for the Lender in this transaction will be:

Fraser Milner Casgrain LLP - Attention: Charles Rich

Suite 400, 77 King Street West

Toronto Dominion Centre

Toronto Ontario M5K 0A1

Phone:                (416) 863-4606

Fax:                    (416) 863-4592

Email:                charles.rich@fmc-law.com

The Borrower’s counsel shall be:

Name:                 Eric Friedman

Firm:                   McMillan LLP

Phone:                 (416) 307-4030

Fax:                     (416) 865-7048

Email:                 eric.friedman@mcmillan.ca

14. SECURITY

Required security for this financing shall include:

(a) first freehold mortgages in favour of the Lender as recommended by Lender’s counsel, in the form of individual mortgages (collectively, the “Mortgages” and each a “Mortgage”), cross-collateralized and cross-defaulted, creating a first fixed financial charge (subject to Permitted Encumbrances (defined below)) over the Properties in the amount of the Loan to secure the Principal Amount, such freehold mortgage(s) to also be cross-defaulted and cross-collateralized with the first freehold mortgage or immovable hypothec secured by the property municipally known as 3333 Rue Joseph-Dubreuil, in Montreal, Quebec;

(b) guarantee(s) as outlined on page 1 of this Commitment Letter;

(c) confirmation that in the event the Borrower elects to lease any of the Properties to an arm’s length third-party, the Lender shall have full approval rights to any such lease;

(d) a site specific general security agreement providing a first ranking charge on all present and after-acquired personal property used in the operation and management of each of the Properties and the rents to be derived from each of the Properties, if any (specifically excluding any personal property used in the operation of the transportation business, such as, inventory, rolling stock and accounts receivable), together with a financing statement in respect of the security interest created by the general security agreement;

(e) assignment of all insurance policies pertaining to each of the Properties;

(f) an assignment of all plans, specifications, rights to the architectural plans, permits, contracts, and other documentations pertaining to each of the Properties;

(g) priority agreements and postponement agreements from any party having a prior interest in each of the Properties or the personal property referred to in (d) above, where applicable, each in a form satisfactory to the Lender and its counsel; and

(h) such other security as the Lender and its counsel may reasonably deem necessary.

15. FIRE WORK AND LEGALITY OF PROPERTY

Prior to advancing any funds, the Lender requires written confirmation that there are no outstanding work orders, notices or letters of non-compliance issued by any Governmental or Regulatory bodies having jurisdiction over each of the Properties.

16. ZONING BY- LAW & TITLE

All zoning by-laws and restrictive covenants must be complied with and title to each of the Properties and the registration of the Mortgage must be satisfactory to the Lender and its counsel.

Title to each of the Properties must be acceptable to the Lender, in its sole discretion, and all security documents must be registered and the Lender must be in receipt from its counsel of a satisfactory report on registration of the security documents, together with the Lender’s counsel’s confirmation that no adverse findings concerning the Borrower or the Covenantor(s) in any department or agency of government which, in the Lender’s counsel’s opinion, could affect the security or priority of the Mortgage.

All other documentation pertinent to this transaction, as may be reasonably required by the Lender’s counsel, must be acceptable in substance and form to the Lender and its counsel.

17. MATERIAL CHANGE

It is a condition for disbursement of funds that (a) in the Lender’s opinion the financial position of the Borrower and the Covenantor(s), taken as a whole, and/or each of the Properties given as security, shall not have suffered any adverse material change (a “Material Adverse Change”), (b) the Borrower’s representations and warranties shall be true and correct in all material respects at the time of disbursement, and (c) there shall not be any action, suits, or pending proceedings against the Borrower, the Covenantor(s) or any of the Properties of which the Borrower has knowledge which could reasonably be expected to result in an Material Adverse Change.

18. CLEAR TITLE

Confirmation from the Lender’s counsel that title to each of the Properties is clear and no liens (other than Permitted Encumbrances) are registered prior to any Loan advance. For the purposes of this Commitment Letter, “Permitted Encumbrances” shall have the meaning ascribed to such term in the Mortgages.

19. AUTHORIZATION, DIRECTION AND CONSENT

Receipt by the Lender’s counsel of the authorization, direction and consent of all legal and beneficial owners of each of the Properties along with such opinions, certificates, resolutions and other documentation as may be reasonably required by the Lender’s counsel as to due authorization, execution and delivery of all documentation required by the Lender and the enforceability of such documentation in accordance with its terms.

20. EXECUTION OF DOCUMENTS

The Borrower and the Covenantor(s) agree to execute such documents, including each of the Mortgages and other security agreements, in a form and containing provisions protecting the Lender’s rights as contemplated in this Commitment Letter as the Lender’s counsel shall require, acting reasonably.

21. SURVEY (BC and Ontario Property)

Current surveys, reasonably acceptable to the Lender and its counsel, prepared by duly licensed surveyors shall be furnished to the Lender. These surveys shall show the dimensions of each of the Properties, as well as the dimensions and location of all improvements, parking areas and easements (if any). If the survey certificates state they were prepared for the exclusive use of the Borrower or any other parties, letters of transmittal will be provided to the Lender by the land surveyors, confirming that the Lender may rely on the survey certificates for financing purposes. Title Insurance is acceptable in lieu of surveys.

22. REAL PROPERTY REPORT (Alberta Property)

A real property report, reasonably acceptable to the Lender and its counsel, prepared by a duly licensed surveyor shall be furnished to the Lender. This report shall show the dimensions of the Property, as well as the dimensions and location of all improvements, parking areas and easements (if any). If the real property report states it was prepared for the exclusive use of the Borrower(s) or any other party, a letter of transmittal will be provided to the Lender by the land surveyor, confirming that the Lender may rely on the real property report for financing purposes. Title Insurance is acceptable in lieu of a real property report.

23. PRE-AUTHORIZED DEBIT FORM

The attached Pre-Authorized Debit form contained in Schedule “E” is to be completed and returned with this signed Commitment Letter.

24. PROCEEDS OF CRIME (MONEY LAUNDERING) AND TERRORIST FINANCING ACT (CANADA) REGULATIONS

The Borrower and the Covenantors confirm that each of them has consented and agreed to provide the Lender with such documentation and information, including identification, as the Lender may require to ensure compliance with the above Legislation, and that the provision of such documentation and information shall be a pre-funding condition of the Loan.

25. CORPORATE AND ENFORCEABILITY OPINIONS

With respect to the documents required to be delivered to the Lender by the Borrower(s) and any Covenantor(s), the Borrower’s counsel shall be required to provide the Lender and the Lender’s counsel with its opinion regarding the registration of all personal property financings statement, the due authorization, execution, delivery, creation of security interest and enforceability, which opinion shall be in form and substance acceptable to the Lender and the Lender’s counsel in their sole and absolute discretion.

26. FEES

The Lender acknowledges receipt from the Borrower upon signing of the Original Commitment Letter of a Standby Deposit in the amount of $392,250.00 made payable to the Lender and to be held by the Lender, without interest, to ensure the performance of the Borrower’s obligations under this Commitment Letter, such Standby Deposit representing liquidated damages which the Lender, without prejudice to and in addition to any other remedy, is entitled to retain if the Loan transaction contemplated by this Commitment Letter is not completed in accordance with its terms for any reasons other than the default of the Lender. If the losses, costs and damages suffered by the Lender exceed the amount of the Standby Deposit, the Lender shall be entitled to seek compensation therefore in addition to retaining the Standby Deposit. If the Loan transaction contemplated by this Commitment Letter is completed in accordance with its terms, upon the first advance of the Loan, the Lender shall immediately pay to the Borrower(s) an amount equal to the Standby Deposit amount without deductions or interest.

27. CONTEMPORANEOUS CLOSING OF QUEBEC MORTGAGE LOAN

It is a condition of the completion of the transactions contemplated by this Commitment Letter that contemporaneously with the closing of the Loan hereunder, the Lender shall make a mortgage loan to Expediteur T.W. Ltee in the principal amount of at least $6,500,000 secured by the property municipally known as 3333 Rue Joseph-Dubreuil, Montreal, Quebec on substantially the same terms as those set out herein (the “Quebec Loan”). This condition is for the benefit of the Borrower, and in the event that the Quebec Loan does not close contemporaneously with the Loan, the Borrower shall have the option of terminating the Commitment Letter and the full amount of the Standby Deposit, less reasonable out-of-pocket expenses incurred, without interest, shall be returned to the Borrower.

STANDARD TERMS AND CONDITIONS

COMMITMENT EXPIRY

Time is of the essence. The Loan must be advanced by the Commitment Expiry Date, as the same may be extended in accordance with the terms of this Commitment Letter. If the Loan is not advanced by the Commitment Expiry Date due to a failure on the part of the Borrower to meet a condition precedent to disbursement of funds as set out in this Commitment Letter (unless such failure results from the Lender or its counsel not acting in a timely and reasonable manner), the Lender at its option may cancel this Commitment Letter and retain the Standby Deposit. If the Lender extends the Commitment Expiry Date, the Borrower will pay, at the option of the Lender, a late disbursement fee. The late disbursement fee will be based on the Principal Amount and the difference between the Interest Rate and the interest rate available to the Lender on short-term investments, for a duration equal to the time beyond the Commitment Expiry Date and the actual funding date.

PROPERTY MANAGEMENT

The Borrower shall at all times maintain professional property management of the Properties satisfactory to the Lender, in its sole discretion. Any changes in property management shall require the prior written consent of the Lender, not to be unreasonably withheld or delayed, both as to the manager and the terms and conditions of the management agreement. The Borrower is acceptable to the Lender as the property manager of the Properties.

NO FURTHER ENCUMBRANCES

No further encumbrances subsequent to the Lender’s registered security on each of the Properties, other than Permitted Encumbrances, shall be permitted without the prior written consent of the Lender, not to be unreasonably withheld.

REPAYMENT

1. The Borrower shall pay the Principal Amount together with interest thereon in consecutive monthly installments of principal and interest to be determined at the Interest Rate and in accordance with the amortization criteria set out in the “Amortization” section as follows:

(a) on the Interest Adjustment Date, a payment of $5,104.63 being the interest due on the Principal Amount advanced computed at the Interest Rate from the date of advance up to but excluding the Interest Adjustment Date; and

(b) from and including the Interest Adjustment Date, monthly payments of $222,584.46 representing a portion of the Principal Amount and the total interest accrued and outstanding at the Interest Rate computed from and including the Interest Adjustment Date based on a twenty-five (25) year amortization period shall become due and be paid in consecutive monthly instalments on the first day of each month, the first payment of which shall be made on January 1, 2012 and the last payment of which shall be made on the first day of the month immediately preceding the Maturity Date; and

(c) the outstanding Principal Amount shall be due in full on the Maturity Date or on such earlier date as the Principal Amount may be declared to be due and payable by the Lender together with interest accrued and unpaid thereon.

2. All monthly mortgage payments are to be made by way of automatic debit in accordance with the terms of the Pre-Authorized Debit form executed by the Borrower.

3. All installments received by the Lender shall be applied firstly against interest outstanding and secondly against the Principal Amount.

4. All payments to be made by the Borrower pursuant to this Commitment Letter are to be “net” to the Lender and are to be made without set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any tax except for taxes on the overall net income of the Lender; if any tax not presently in existence is deducted or withheld from any payments made pursuant to this Commitment Letter, the Borrower shall promptly remit to the Lender the equivalent of the amount of tax so deducted or withheld together with the relevant receipt addressed, if possible to the Lender provided that all such tax subsequently refunded to the Lender will be remitted, as quickly as possible, by it to the Borrower; provided that in the event the Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such tax, the interest payable under this Commitment Letter will be increased, if permitted by law, to such rates as are necessary to yield and remit to the Lender the Principal Amount together with interest at the rate specified in this Commitment Letter after provision for payment of such tax.

PREPAYMENT PRIVILEGES

1. The Borrower may repay the Loan in whole or in part, prior to the Maturity Date if the Borrower also pays to the Lender a compensating amount (the “Yield Maintenance”), being the greater of:

(a) three (3) months interest on the Principal Amount prepaid, calculated at the Interest Rate under the Loan; and

(b) the amount which is equal to the positive number, if any, obtained by subtracting the amount prepaid from the present value of all monthly payments of interest, including the Principal Amount and interest due at the Maturity Date, which would have been made under the Loan on and after the date of prepayment had such prepayment not been made, such present value to be based on the Discount Rate. The “Discount Rate” shall mean the yield to a purchaser of a non-callable Government of Canada Bond, with a term to maturity approximately equal to the remaining term to the Maturity Date, had the Loan not been prepaid, as calculated by the Lender as at the close of business on the Business Day immediately prior to the date of prepayment, expressed as a rate per annum, compounded semi-annually.

2. Any such prepayment amount received by the Lender shall be applied firstly against Yield Maintenance, secondly against the interest outstanding and thirdly against the Principal Amount. The portion of prepayment amount to be applied against the Principal Amount may be recorded as a repayment of any Allocated Amount and in any proportion as Vitran may elect in writing; provided that no prepayment amount may be applied against the Allocated Amount of the ON Property until the Allocated Amounts for the BC Property and the AB Property are $0.00.

3. After such prepayment is applied by the Lender as provided herein: (a) the Lender shall update the Allocated Amount and provide such information to the Borrower; thereafter, each Allocated Amount in section “Principal Amount” shall automatically be amended to record and reflect such updated Allocated Amount, and (b) the monthly payments payable set out in the “Repayment” section shall be re-calculated based on the Principal Amount then outstanding and the remainder of the amortization period.

PARTIAL RELEASE

The Borrower will have the right to release a Property from the applicable Mortgage, with the exception of the ON Property, subject to the Lender’s approval, being reasonable, based on the following:

1.      (a) the Lender receives (i) 110% of the outstanding Allocated Amount under the section “Principal Amount” to the applicable Property, taking into account all principal repayments made prior to the date of release, to be applied to the outstanding Principal Amount; (ii) accrued interest and all other sums due on the Allocated Amount of the applicable Property; and (iii) the Yield Maintenance on the Allocated Amount of the applicable Property; or

(b) the Lender receives as substitute security, a first mortgage charge on a property similar to the Property being released, with an appraised value at least equal to the appraised value of the Property being released as at the original funding date and the Borrower provides property information as reasonably requested by the Lender, including an appraisal, a phase 1 ESA and a building condition report and all other items listed in the “Conditions Precedent to Funding” section; and

2. The Borrower pays all of the Lender’s reasonable expenses relating to the release, including reasonable counsel fees, if applicable.

TIME OF PAYMENTS

In the event that any payment permitted or required to be made under this Commitment Letter or any other Loan Documents is made after 10:00am Pacific Time (“PT”), on any payment date, that payment will be deemed to have been made on the next following Business Day. For the purposes of this Commitment Letter, “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario or Vancouver, British Columbia and Edmonton, Alberta are authorized or required by law to remain closed.

SECURITY REGISTRATION

Neither the preparation nor the registration of any of the security documents contemplated in this Commitment Letter shall bind the Lender to advance funds.

ESCROW FUNDS

Should the Lender collect escrow funds or retain a holdback from any advance, such funds will be held by the Lender without benefit of interest to the Borrower.

BENEFIT OF LOAN FUNDS

The Borrower represents, warrants and covenants that all advances (or re-advances if applicable) under the Loan will be for the sole account, benefit and use of the Borrower for the purpose stipulated in this Commitment Letter, unless the Lender provides its approval, in writing, that advances (or re-advances if applicable) may be for the account, benefit and use of a third party other than the Borrower, which approval may be unreasonably withheld at the Lender’s sole discretion.

CANCELLATION CLAUSE

This Commitment Letter may be cancelled at the Lender’s option if any of the conditions set out herein are not complied with or if any of the requirements of the Lender’s counsel are not satisfactorily fulfilled by the Commitment Expiry Date.

FINANCIAL REPORTING

The Borrower and Corporate Covenantor(s) shall provide the Lender with prepared financial statements all satisfactory to the Lender in form and content, prepared in accordance with U.S. GAAP, within 120 days of each fiscal year-end for the Borrower and Covenantor(s). Financial statements shall be accompanied by a current rent roll (in the event any part of a Property becomes subject to a lease(s)), balance sheet and a detailed income statement for the Borrower and Covenantor(s) (if any) and an operating statement for each Property mortgaged to the Lender.

PROPERTY TAXES

1. The Lender reserves the right to deduct monies from the Loan to pay all Taxes (as defined in the Mortgages) (including penalties, interest and unpaid utilities if applicable) due or coming due within 60 days of the advance of the Loan. Notwithstanding, the Lender shall permit the Borrower to pay the Taxes for each of the Properties. The Lender will waive the requirements for monthly Tax installments on the condition that the Borrower:

(a) pays each Loan payment and all other monies due under the Loan promptly when due;

(b) submits copies of the tax receipts to the Lender within 60 days of each due date to confirm payment of Taxes. If the Borrower does not submit tax receipts as required and the Lender requests tax receipts from the taxing authority, all costs incurred by the Lender in obtaining the receipts will be for the Borrower’s account;

(c) is not otherwise in default under any of the Loan Documents; and

(d) authorizes the taxing authority to release all information relevant to Taxes to the Lender as required.

2. In the event that the Borrower does not comply with the conditions and requirements set out above in this section, then:

(a) the Borrower shall pay to the Lender in instalments on the dates on which instalments of principal and interest are payable pursuant to this Commitment Letter, sums sufficient to enable the Lender to pay the whole amount of Taxes on or before the due date for payment thereof or, if such amount is payable in instalments, on or before the due date for payment of the next instalment thereof;

(b) where the period between the date of the advance of the Principal Amount and the next following annual due date or first instalment due date for Taxes is less than one year, the Lender may, at the Lender’s option, require the Borrower to pay to the Lender in equal instalments, on each date on which an instalment of principal and interest is payable pursuant to this Commitment Letter, during such period and during the next succeeding twelve months’ period, an amount estimated by the Lender to be sufficient to pay, on or before the expiration of the said twelve months’ period, all Taxes which shall become due and payable during the said two (2) periods and during the balance of the calendar year in which the said twelve months’ period expires; and the Borrower shall also pay to the Lender on demand the amount, if any, by which the actual Taxes exceed such estimated amount; and

(c) subject to the immediately preceding subsection, the Borrower shall pay to the Lender on each date on which an instalment of principal and interest is payable pursuant to this Commitment Letter one-twelfth of the annual amount (as estimated by the Lender) of the Taxes becoming due and payable during the next succeeding year after such instalment due date and the Borrower shall also pay to the Lender on demand, the amount, if any, by which the actual Taxes exceed such estimated amount.

Notwithstanding anything in this “Property Tax” section, the Borrower shall promptly pay or cause to be paid as they become due all taxes, rates, duties, charges, impositions, levies and assessments whatsoever whether municipal, parliamentary, school or otherwise, and whether general or special, ordinary or extraordinary, which are from time to time levied, imposed or assessed against or on account of any of the Properties or any part or parts thereof or any interest therein directly to the applicable government authority and the Borrower shall provide to the Lender evidence (acceptable to the Lender) of payment thereof within five (5) Business Days after such taxes, rates, duties, charges, impositions, levies and assessments are due.

DISBURSEMENT

Prior to the disbursement of the Loan, the Mortgage shall be registered, the Properties shall be free and clear of all liens, charges and other encumbrances (save and except (i) any existing charge to be paid out and discharged from the Loan advance and Permitted Encumbrances) and all other terms and conditions of this Commitment Letter shall have been satisfied.

INSURANCE

1. In the event the Borrower fails to effect or maintain or cause to be effected or maintained any insurance required herein, the Lender may effect or maintain such insurance and, without obligation to do so, insure the Properties or any part or parts thereof for such amount or

amounts as the Lender may from time to time deem expedient and the amount of any premiums paid to effect or maintain such insurance shall be payable by the Borrower on demand and shall bear interest at the rate calculated and payable in the same manner as interest on the Principal Amount from the date of such payment by the Lender until paid, and the Borrower covenants to repay to the Lender on demand all of the premiums so paid. No effecting of insurance by the Lender shall diminish or derogate in any way from the obligation of the Borrower to effect and maintain insurance required herein. The Borrower shall deliver to the Lender evidence of payment of all premiums and other sums of money payable for effecting or maintaining the insurance required herein and shall deliver to the Lender, on a best efforts basis, at least 10 days and in no event less than 2 Business Days prior to the expiration of any such insurance policy, certificates with respect to any renewal policies. If such renewal policy is different from the certified policy so expiring or if such renewal insurance shall be arranged with another insurer, such policy and insurer shall be subject to review and approval by an insurance consultant selected by the Lender, all at the cost of the Borrower.

2. Nothing contained herein shall be deemed to hold the Lender responsible for failure to cause insurance to be obtained or maintained or for any loss arising as a result of any defect in any policy or as a result of any insurer failing to pay for any damage or loss insured against.

3. The Borrower shall not do or suffer anything whereby any insurance policies may be vitiated.

4. The Borrower shall forthwith on the happening of any loss or damage at its expense furnish all necessary proofs and do all necessary acts to enable the Lender to obtain payment of the insurance moneys and the Borrower shall release any interest it may have in the proceeds thereof.

5. In the event that any policy or policies of insurance relating to any of the Properties contains any co-insurance clauses, the Borrower shall maintain or cause to be maintained at all times a sufficient amount of such insurance to meet the requirements of any such co-insurance clause so as to prevent the Borrower from becoming a co-insurer under the terms of such policy or policies.

6. All proceeds of insurance received by the Lender in respect of any damages to all or any one or more of or any part of the Properties shall be held by the Lender as part of the security under any Loan Document, and so long as a Default or Event of Default (as defined below) shall not have occurred and be continuing (in which event all such proceeds shall be used to pay the Principal Amount, interest thereon, all other amounts then owing to the Lender including, without limitation, the Yield Maintenance shall be dealt with as follows:

(a) if insurance proceeds in respect of any one occurrence or multiple occurrences with an aggregate cumulative amount in any consecutive twelve (12) month period is equal to or is less than: $3,331,250 for the BC Property, $1,218,750 for the AB Property or $5,256,250 for the ON Property (collectively, the “Insurance Limits” and each an “Insurance Limit”) and less than 50% of the usable space for the applicable Property is destroyed or damaged, then the insurance proceeds shall be paid to the Borrower and shall be applied by the Borrower towards the restoration, repairing or rebuilding the applicable Property and the Borrower shall forthwith give notice thereof to the Lender which notice shall set forth the Borrower’s estimate of the date by which the restoration, reconstruction or replacement can be effected and completed; the Borrower shall also provide such other evidence as the Lender may reasonably require with respect to such restoration, reconstruction or replacement;

(b) if insurance proceeds in respect of any one occurrence or multiple occurrences with an aggregate cumulative amount in any consecutive twelve (12) month period is in excess of the Insurance Limit for the applicable Property and less than 50% of the usable space for the applicable Property is destroyed or damaged, then the insurance proceeds shall be retained by the Lender and the Borrower shall advise the Lender in writing (the “Repair Notice”) within ninety (90) days of the date of occurrence of the damage or destruction whether the Borrower wishes to use such insurance proceeds to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance, or to use such proceeds to restore, repair or rebuild (collectively, the “Repair”) the Property destroyed or damaged. If the Borrower wishes to Repair the Property destroyed or damaged, it shall provide the Lender with all information which the Lender may reasonably require to consider the Borrower’s proposal and so long as: (i) the Lender is satisfied, acting reasonably, that the amount of insurance proceeds together with such other funds as the Borrower has indicated in the Repair Notice as available to it for the Repair are sufficient to make and complete the Repair, and (ii) the Borrower’s proposal is acceptable to the Lender, acting reasonably, then the Lender shall permit the Borrower to use the insurance proceeds to Repair the Property damaged or destroyed. If the Lender agrees to permit the Borrower to use such proceeds to Repair the Property damaged or destroyed, then the insurance proceeds shall be payable in the manner set out in paragraph 6(d) of this “Insurance” section so long as no Default or an Event of Default shall have occurred and be continuing (in which event all such proceeds shall be used to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance); or

(c) if insurance proceeds in respect of any one occurrence or multiple occurrences with an aggregate cumulative amount in any consecutive twelve (12) month period is in excess of the Insurance Limit for the applicable Property and 50% or more of the usable space for the applicable Property is destroyed or damaged, then the insurance proceeds shall be retained by the Lender and the Borrower shall deliver to the Lender a Repair Notice within ninety (90) days of the date of occurrence of the damage or destruction indicating whether the Borrower wishes to use such insurance proceeds to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance, or to use such proceeds to Repair the Property destroyed or damaged. If the Borrower wishes to Repair the Property destroyed or damaged, it shall provide the Lender with all information which the Lender may reasonably require to consider the Borrower’s proposal and the Lender undertakes to advise the Borrower in writing within thirty (30) days of receipt of the Borrower’s notice of intention to Repair whether the Lender, in its sole discretion, is prepared to permit the Borrower to use such proceeds to Repair the Property damaged or destroyed or requires that such proceeds be used to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance. If the Lender agrees to permit the Borrower to use such proceeds to Repair the Property damaged or destroyed, then the insurance

proceeds shall be payable in the manner set out in paragraph 6(d) of this “Insurance” section so long as no Default or an Event of Default shall have occurred and be continuing (in which event all such proceeds shall be used to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance);

(d) If any Repair is permitted pursuant to the terms of paragraph 6(b) or 6(c) of this “Insurance” section, then prior to commencing any Repair:

(i) the Borrower will submit or cause to be submitted to the Lender the plans and specifications pertaining thereto for the approval of the Lender, which approval will not be unreasonably withheld or delayed unless the Repair, will result in a material adverse change to the use or value of the applicable Property, the building(s) and other improvements thereon, or its revenue producing capability (if any), or will impair or adversely affect the Lender’s security interest therein; and

(ii) the Lender shall upon the request of the Borrower but in any event no more frequently than monthly on the last Business Day of each month, pay over to the Borrower from any insurance proceeds received by the Lender in amounts sufficient to reimburse the Borrower for such costs and expenses incurred and paid by the Borrower for the Repair (after withholding any amounts required as holdbacks pursuant to the Construction Lien Act (Ontario) or similar legislation in the jurisdiction where the damaged or destroyed Property is located after all applicable lien periods have expired) and upon delivery to the Lender of the following:

A. a certificate of a senior officer of the Borrower (the “Officer’s Certificate”) stating the monies required in reimbursement for the costs and expenses incurred by the Borrower to effect the Repair and describing such Repair and stating the amount expended;

B. a certificate of an independent engineer, cost consultant or architect selected by the Borrower and approved by the Lender noting the date of completion of the Repair and certifying (the “Independent Certificate”):

I. as to accuracy of the hard costs set forth in the Officer’s Certificate and as to the holdbacks retained or required to be retained pursuant to the Construction Lien Act (Ontario) or similar legislation in the jurisdiction where the damaged or destroyed Property is located;

II. the Repair has been completed in accordance with the plans and specifications therefore and in compliance in all material respects with all provisions of all regional, municipal and other governmental approvals, permits and consents obtained and with all zoning and building by-laws and regulations of any authorities having jurisdiction applicable thereto; and

III. the signer of such Independent Certificate has no knowledge of any infraction of any other laws, by-laws or regulations (if any) applicable to the Repair which in the opinion of such signer is material; provided that such Independent Certificate may make an exception as to matters, if any, which relate to the interpretation or application of the provisions of such approvals, permits, consents, laws, by-laws or regulations referred to above which are currently under discussion with public officials and which in the opinion of the signer do not adversely affect the use of a Property for the purposes for which it is intended to be used and such other evidence, if any, as the Lender may require in support of such statement;

C. evidence satisfactory to the Lender that the Borrower has paid, or has made arrangements satisfactory to the Lender to provide payment of, the total cost of the Repair and all costs and expenses incidental thereof and, if any policy or policies of insurance the proceeds of which shall have been received by the Lender shall be deductible insurance, evidence satisfactory to the Lender that the Borrower has paid the full deductible amount in payment of costs and expenses incidental to the Repair;

D. evidence satisfactory to the Lender that the Repair is in accordance with the provisions (if and to the extent applicable) pertaining thereto of any material agreement relating to the applicable Property and Permitted Encumbrances;

E. an opinion of the Lender’s counsel that the Property so Repaired is subject to the security constituted by the applicable Mortgage free and clear of all mortgages, charges, liens, encumbrances and security interests (other than Permitted Encumbrances) ranking prior to or pari passu with the security constituted under the applicable Mortgage;

(e) the balance of insurance proceeds in excess of the amount expended by the Borrower in the Repair and paid to the Lender shall be paid over by the Lender to the Borrower, subject to the rights of any other Person (as defined in the Mortgages) thereto under the terms and conditions of the policies of insurance under which such proceeds have been paid.

7. Notwithstanding anything to the contrary contained herein, the Lender may, at its option, apply, in accordance with paragraph 10 of this “Insurance” section, any insurance proceeds held by it pursuant to the provisions herein to the prepayment or repayment of the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance: (i) at any time after the occurrence of any Default or Event of Default; or (ii) if within twelve (12) months of the date of the loss, damage or event in respect of which such insurance proceeds become payable either: (A) such insurance proceeds have not been applied to Repair the Property damaged or destroyed; or (B) the Lender shall not have received evidence satisfactory to it that the Borrower has made arrangements for the Repair within a

reasonable period of time, having regard to the circumstances (provided, however, that if the Lender shall have received such evidence, then such twelve (12) month period may be extended by the Lender, at its sole discretion, by the period contemplated by such arrangements).

8. Any proceeds of insurance received and held by the Lender pursuant to this section shall, until disbursed by the Lender pursuant to this section or until applied by the Lender to the prepayment or repayment of the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance as aforesaid, whichever occurs first, be placed in an account and interest paid monthly thereon shall be held to the benefit of the Borrower at the interest rate in effect for such account from time to time.

9. The Borrower covenants and agrees that until the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance is paid in full, if any of the Properties or any part or parts thereof is totally or partially destroyed or damaged by any cause whatsoever, the Borrower, shall promptly after any such damage or destruction, commence and proceed with, or cause to be commenced and proceeded with, the Repair of the damaged or destroyed Property and the Borrower, with all due diligence, shall Repair, or cause to be Repaired, such Property and replace, or cause to be replaced, the improvements with other buildings of the same type and character and to as good a condition as those so damaged or destroyed. The Borrower acknowledges and agrees that it has the obligation to Repair as set out herein regardless of the sufficiency of insurance proceeds payable in respect of damage or destruction to all or any part of the improvements and buildings; except:

(a) if, pursuant to paragraph 6(b) or 6(c) of this “Insurance” section (other than in the case of a Default or an Event of Default), the Lender requires that the insurance proceeds be used to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance instead of permitting the use of such insurance proceeds to Repair the Property destroyed or damaged; or

(b) if the Borrower elects not to Repair a damaged or destroyed Property pursuant to paragraph 6(b) or 6(c) of this “Insurance” section.

Notwithstanding anything to the contrary contained herein, in the event that the Borrower elects not to Repair a damaged or destroyed Property as set out in paragraph 6(b) or 6(c) of this “Insurance” section, then the Lender shall apply the proceeds of insurance to repay or prepay all or any portion of the Principal Amount in accordance with paragraph 10 of this “Insurance” section and the Borrower shall pay to the Lender an amount equal the shortfall amount between the insurance proceeds received by the Lender for the applicable Property and 110% of the outstanding Allocated Amount of the applicable Property, taking into account: (i) all principal repayments made prior to the date of repayment or prepayment, to be applied to the outstanding Principal Amount; (ii) accrued interest and all other sums due on the Allocated Amount of the applicable Property; and (iii) the Yield Maintenance on the Allocated Amount of the applicable Property.

10. If and to the extent that the Lender uses the proceeds of insurance to repay or prepay all or any portion of the Principal Amount:

(a) such repayment or prepayment shall be applied firstly against Yield Maintenance, secondly against the interest outstanding and thirdly to reduce the Allocated Amount of the Property which gave rise to the insurance proceeds;

(b) after such insurance proceeds is applied by the Lender as provided herein, the Lender shall update the Allocated Amount and provide such information to the Borrower; thereafter, the Allocated Amount in section “Principal Amount” for the applicable Property shall automatically be amended to record and reflect such updated Allocated Amount; and

(c) after any repayment or prepayment in accordance with the provisions of this section, the monthly payments payable set out in the “Repayment” section shall be re-calculated based on the Principal Amount then outstanding and the remainder of the amortization period.

11. The Borrower covenants and agrees to obtain from financially responsible insurance companies and to duly and punctually pay or cause to be paid all premiums and other sums of money payable for effecting and maintaining all insurance on the Properties as required and set out in Schedule “B”.

EVENTS OF DEFAULT

At the option of the Lender, the Loan shall become payable, the security interest in the Mortgages and any other security document granted to the Lender shall become enforceable and the Lender may, among other things, require the Borrower and the Covenantors (collectively, the “Obligors” and each an “Obligor”) or any one of them to immediately pay the entire Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance in each and every of the following events (an “Event of Default”):

1. Failure by an Obligor to pay the principal and/or interest on the Loan when due and such failure shall continue for three days following the due date thereof;

2. Failure by an Obligor to comply with any other terms and conditions of this Commitment Letter, any of the Mortgages or any of the other documents and agreements in connection with the Loan delivered to the Lender by the Obligors or any of them (as each is amended, restated, supplemented or otherwise modified from time to time) (collectively, “Loan Documents”, and each a “Loan Document”), within 10 Business Days of receiving notice of such failure (provided that, if in the case of non-monetary defaults, rectification cannot reasonably be expected to be made within such 10 Business Day period, then within a reasonable period of time thereafter provided that an Obligor commences such rectification within the said 10 Business Days and thereafter diligently pursues such rectification); provided that the grace period given in this section does not apply to the failure to comply with terms and conditions of any of the Loan Documents that is the subject of another event of default in this section;

3. Without the prior written consent of the Lender as required by any Loan Document (such consent not to be unreasonably withheld or delayed), a transaction resulting in an Obligor or its undertaking and assets being transferred as an entirety or substantially as an entirety to any Person, including a direct or indirect sale, conveyance, transfer or other disposition of all or any of the shares in the capital of the Borrower or ETW or all or substantially all of the shares in the

capital of Vitran or a change in control of an Obligor (whether directly by the sale, transfer of shares or otherwise by way of a consolidation, merger, amalgamation or other reorganization of an Obligor or by way of the sale, conveyance, transfer or other disposition of any interest or any part thereof) except for:

(a) any such sale, conveyance, transfer or other disposition whereby the Borrower or ETW continues to be controlled, directly or indirectly, by Vitran; or

(b) any such sale, conveyance, transfer or other disposition whereby a Covenantor or any of its assets, property and undertaking is transferred to another entity and a replacement guarantee and security agreement from another covenantor with substantially equivalent creditworthiness (as determined by the Lender, acting reasonably) is provided to the Lender prior to or at the same time as such sale, conveyance, transfer or other disposition.

For the purposes hereof, “control” shall have the meaning ascribed thereto in the Business Corporations Act (Ontario).

4. The creation of any other encumbrances charging any of the Properties, other than Permitted Encumbrances, not in accordance with the terms of the Loan Documents;

5. If there is a Material Adverse Change;

6. If any of the representations or warranties made by any Obligor in the application for the Loan, in any document or certificate delivered pursuant hereto or in any Loan Documents is incorrect, false or misleading in a material respect;

7. If any of the Properties are abandoned for a period exceeding 15 consecutive days;

8. If an order is made or a resolution is passed for the winding-up, liquidation or dissolution of an Obligor, or if a petition is presented or filed for the winding-up of an Obligor, whether pursuant to the Winding-up and Restructuring Act (Canada) or otherwise and such application is not stayed or dismissed within 30 days of the presentation of filing thereof;

9. If an Obligor ceases or threatens to cease to carry on business, makes a bulk sale of its assets, or if the Borrower directly or indirectly sells, conveys, transfers or attempts to dispose of, sell, convey or transfer any of the Properties or any part or parts thereof or any of its interest therein, or if a receiver or trustee for an Obligor or any of its property or assets is appointed (whether privately or by court order);

10. If an involuntary proceeding shall be commenced or an involuntary application shall be filed seeking (i) liquidation, reorganization or other relief in respect of an Obligor or its debts, or of a substantial part of its assets, under any federal or provincial bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, interim receiver, trustee, custodian, sequestrator, monitor, administrator, conservator or similar official for any Obligor or for a substantial part of its assets, and in any such case, such proceeding or application shall continue undismissed or unstayed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered;

11. If any Obligor shall (i) voluntarily commence any proceeding or file any application seeking liquidation, reorganization or other relief under any federal or provincial bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or application described in paragraph 10 of this Section, (iii) apply for or consent to the appointment of a receiver, interim receiver, trustee, custodian, sequestrator, monitor, administrator, conservator or similar official for such Obligor or for a substantial part of its assets, (iv) file an answer admitting the material allegations of an application filed against it in ay such proceeding, (v) make a general assignment of benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

12. If an execution or any other process of any court becomes enforceable against an Obligor or if a distress or analogous process is initiated or levied against or upon any of the Properties or any part thereof;

13. If an Obligor permits any sum which has been admitted as due by an Obligor or is not disputed to be due by it and which forms or is capable of being made a charge on any Property or any part thereof in priority to the Lender’s security interest to remain unpaid after proceedings have been taken to enforce such charge;

14. If an Obligor defaults in the observance or performance of any provision relating to the indebtedness or liability of such Obligor to any Person (other than the Lender) in excess of $7,500,000 which default, after the expiry of any cure period with respect thereto, results in acceleration of such indebtedness or liability before its scheduled maturity date, or such Obligor fails to pay such indebtedness or liability on its scheduled maturity date;

15. If any licence, permit or approval required by any law, regulation or governmental policy or any governmental agency or commission for the operation of the business of an Obligor or any of the Properties shall be withdrawn or cancelled and a replacement, reinstatement or reissuance of the applicable licence, permit or approval for the operation of the business of an Obligor or any of the Properties has not occurred within 60 days after such withdrawal or cancellation;

16. If an Event of Default (under and as defined in the amended and restated commitment letter dated of as the date hereof issued by the Lender and accepted by ETW, as borrower, and Vitran and the Borrower, as covenantors) occurs;

17. If there is any contamination placed, held, located or disposed of on, under or at any of the Properties that exceeds the criteria related thereto set out under any Environmental Laws (as defined in the Mortgages) which is required to be remediated by any applicable Governmental Authority;

18. If any Obligor denies, to any extent, its obligations hereunder or under the other Loan Documents or if any Obligor claims that such obligations are invalid in whole or in part;

19. If any Loan Document is determined by a court of competent jurisdiction to be invalid or unenforceable by the Lender in whole or in part, or is invalidated in whole or in part and such Loan Document is not, at the request of the Lender, replaced within 30 days with a legal, valid, binding and enforceable document equivalent thereto in form and substance acceptable to the Lender; provided that such 30 day cure period shall only be available if the Obligors actively co-operate with the Lender in creating such replacement Loan Document;

20. If, at any time after execution and delivery thereof, the validity or enforceability of this Agreement or any other Loan Document is contested by an Obligor or an Obligor denies in writing that it has any or further liability or obligations under any Loan Document;

21. If any of the Security Interest (as defined in the Mortgages) ceases to be a valid and perfected charge or security interest, subject to Permitted Encumbrances, and the default is not cured to the satisfaction of the Lender within 5 days, or such longer period as may be required to cure such default after the earlier of: (i) notice of such default is provided by the Lender to the Borrower; or (ii) any of the Obligors becomes aware of such default; or

22. If the Lender receives a notice of cancellation of insurance from an insurer which notice is not retracted forthwith following receipt or replacement insurance which complies with the requirements of the Lenders set out in Schedule “B” under this Commitment Letter is not put in place on or before the expiry date of coverage of such insurance.

AUTHORIZATION AND DIRECTION OF MORTGAGE PROCEEDS

If at the time of any advance of the Loan, there is a mortgage, security interest, or other financial encumbrance (each a “Charge”) registered or existing against title to any of the Properties or in the Personal Property Security Registry which is not permitted by the Lender, the Lender may require that its counsel apply any or all of the proceeds of the advance to pay out such Charge on behalf of the Borrower by payment directly to the holder thereof. If such payout is required, the Borrower will irrevocably direct and authorize the Lender and its counsel to make such pay-out and agrees to obtain and register discharges of any such Charge as soon as possible after such pay-out provided that the executed discharge of any private mortgage must be delivered in registrable form in exchange for such pay-out. In signing this Commitment Letter, the Borrower authorizes the Lender to pay the balance of the mortgage proceeds directly to the Borrower’s counsel.

APPLICATION OF PROCEEDS

Except as herein otherwise expressly provided, the moneys arising from the possession by the Lender of the Properties or from any sale or realization of the whole or any part of the Properties (except by foreclosure) pursuant to any proceedings following the occurrence of an Event of Default, whether under any sale by the Lender or by judicial proceedings or otherwise, shall be applied first to pay or reimburse to the Lender the costs, charges, expenses, advances and compensation of the Lender incurred in taking, recovering, preserving, protecting and keeping possession of the Properties or generally in any other proceedings taken hereunder in connection with or to realize upon the security hereof, with interest thereon as herein provided, and all Taxes, utility charges, and other charges ranking pari passu with or in priority to the Lender’s security interest in the Properties, and the residue of the said moneys shall be applied first in or towards payment of accrued interest due and payable, second in or towards payment of the Principal Amount due and payable, third in or towards payment of other moneys (if any) due and payable to the Lender pursuant to this Commitment Letter or any of the other Loan Documents, fourth to all Persons (if any) other than the Borrower entitled thereto by law and the surplus (if any) of such moneys shall be paid to the Borrower or its successors or assigns.

NON-MERGER

It is understood and agreed that the execution, delivery and registration of the Mortgages and other security shall in no way extinguish this Commitment Letter or the terms and conditions hereof which shall survive and continue in full force and effect.

In the event of any conflict, inconsistency, ambiguity or difference between any provisions of this Commitment Letter and any other Loan Document, the applicable provisions of the Commitment Letter shall govern and be paramount and any such provision of the other Loan Document shall be deemed to be amended to the extent necessary to eliminate any such conflict, inconsistency, ambiguity or difference. Notwithstanding the foregoing, (i) if there is any provision set out in this Commitment Letter or any part thereof which is not set out or provided for in the other Loan Document or vice versa, such additional provision shall not constitute a conflict, inconsistency, ambiguity or difference, and (ii) a provision in this Commitment Letter and a provision in the other Loan Document shall not be considered to be inconsistent if both relate to the same subject matter and the provision in one imposes more onerous obligations or restrictions than the corresponding provision in the other document in which case the more onerous and restrictive provision, where ever contained, shall prevail.

WAIVER

The Lender’s failure to insist upon strict performance of any obligation or covenant in any Loan Document by the Borrower or to exercise any option or right herein shall not be a waiver for the future of such obligations or covenant, but the same shall remain in effect and the Lender shall have the right to insist upon strict performance by the Borrower of any and all of the terms of the Loan Documents.

INTERPRETATION OF CONTRACT

This Commitment Letter shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

CONDITIONS

All conditions of the obligation of the Lender to make advances are imposed solely for the benefit of the Lender and its assigns and any or all of such conditions of the obligation of the Lender to make advances, may be waived in whole or in part at any time in its discretion it deems it advisable to do so.

PERSONAL INFORMATION

Canada’s Personal Information Protection and Electronic Documents Act (the “PIPEDA”), is intended to protect the confidentiality of information about an identifiable individual that is recorded in any form (“Personal Information”).

By evidence of their respective signatures to this Commitment Letter, each signatory to this Commitment Letter hereby expressly consents and authorizes the Lender to collect, use, or disclose to third parties its Personal Information as required and as permitted pursuant to the PIPEDA or other laws. Such third parties may include mortgage loan investors, mortgage loan trustees, law firms, insurance companies, credit bureaus or other third parties involved in the mortgage loan industry.

A copy of the Lender’s privacy policy or procedures may be obtained by contacting the Lender’s Chief Privacy Officer at its Vancouver offices.

COMMITMENT NOT TRANSFERABLE OR ASSIGNABLE

This Commitment Letter may not be transferred or assigned without the Lender’s express written consent and approval not to be unreasonably withheld or delayed. Any request to transfer or assign this Commitment Letter must be in compliance with the terms of the Loan Documents and accompanied by such information and documentation as may be reasonably requested by the Lender. The Lender (and its successors and assigns) may, at its sole discretion and without notice to or the consent of the Borrower or any Covenantor(s), assign, sell or transfer the Loan, this Commitment Letter and the other Loan Documents, in whole or in part, and the Borrower and Covenantor(s) hereby consent to the disclosure by the Lender on strictly confidential basis to any such assignee, transferee or participant of all information and documentation regarding the Loan, the Properties, the Borrower and the Covenantors within the possession and control of the Lender.

CONSENT TO DISCLOSURE

Each of the Borrower and Covenantor(s) acknowledges and agrees that the Loan (or securities or certificates backed by or representing any interest in the Loan or a pool of loans which includes the Loan) may be sold or securitized into the secondary market without restriction and without notice to or the consent of the Borrower or any Covenantor(s). The Lender may release, disclose, exchange, share, transfer and assign from time to time on a strictly confidential basis, as it may determine in its sole discretion, all information and materials (including financial statements and information concerning the status of the Loan, such as existing or potential Loan defaults, lease defaults or other facts or circumstances which might affect the performance of the Loan) provided to or obtained by the Lender relating to any Borrower or Covenantor(s), the Properties or the Loan without restriction and without notice to or the consent of the Borrower or any Covenantor(s) as follows: (i) to any subsequent or proposed purchaser of the Loan and its third party advisors and agents, such as counsel, accountants, consultants, appraisers, credit verification sources and servicers; (ii) to any governmental authority having jurisdiction over such sale or securitization of the Loan or Loan pool or any trade of any interest in the Loan or Loan pool; and (iii) to any other Person in connection with the sale, assignment or securitization of the Loan or in connection with any collection or enforcement proceedings taken under or in respect of the Loan and/or the Loan Documents. Each of the Borrower and Covenantor(s) irrevocably consents to the collection, obtaining, release, disclosure, exchange, sharing, transfer and assignment of all such information and materials.

INFORMATION AND MATERIALS

The Borrower warrants that all information and materials, except for projections, provided or delivered to the Lender in connection with the Loan are correct and complete as of the date provided and will continue to be correct and complete on the date of advance, failing which the Lender shall have no obligation to advance the Loan. All projections provided to the Lender have been prepared in good faith based upon assumptions believed to be reasonable at the time delivered. The Borrower acknowledges that the Lender’s decision to make the Loan will be based on all such information and materials. The Borrower shall promptly disclose to the Lender from time to time any and all changes in such information and materials or any additional information or materials which may reasonably be expected to influence the Lender’s decision to make the Loan.

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

The representations, warranties, covenants and obligations of each Borrower or Covenantor(s) contained in each Loan Document shall (i) survive any advance or repayment of the Loan, any full or partial release, termination or discharge of any Loan Document, and any remedial proceedings taken by the Lender under any Loan Document or applicable law, (ii) enure to the benefit of the Lender and (iii) be fully effective and enforceable by the Lender notwithstanding any due diligence performed by or on behalf of the Lender or any breach or other information (to the contrary or otherwise) known to the Lender at any time. Such representations and warranties are deemed to be made on the date of execution of each such Loan Document and are deemed repeated as of Loan closing.

DUE ON SALE CLAUSE

1. At the sole option of the Lender, the whole of the then unpaid portion of the Principal Amount, interest thereon, all other amounts then owing to the Lender including, without limitation, the Yield Maintenance and all of the Lender costs and expenses shall forthwith become due and payable as of the date of:

(a) a direct or indirect sale, conveyance, transfer or other disposition (including the assignment, leasing or subleasing) of the whole or any portion of any of the Properties or any interest therein (except where such sale, conveyance, transfer or other disposition is consented to by the Lender as provided for herein or in a Mortgage);

(b) a direct or indirect sale, conveyance, transfer or other disposition of any of the shares in the capital of the Borrower or a change in control of the Borrower (whether directly by the sale, transfer of shares or otherwise by way of a consolidation, merger, amalgamation or other reorganization of the Borrower or by way of the sale, conveyance, transfer or other disposition of any interest or any part thereof of the Borrower) (except where such sale, conveyance, transfer, other disposition or change of control is expressly permitted herein or in a Mortgage or is consented to by the Lender as provided for herein or in a Mortgage); or

(c) a transaction resulting in the Borrower, its undertaking and assets being transferred as an entirety or substantially as an entirety to any Person (except where such transaction is expressly permitted herein or in a Mortgage or is consented to by the Lender as provided for herein or in a Mortgage).

2. No direct or indirect sale, transfer, conveyance, or other disposition of the any of the Properties or the Borrower’s interest therein or any part or parts thereof shall, unless the Lender has expressly agreed thereto in writing, release the Borrower or any Covenantor from its obligations under this Commitment Letter or any of the other Loan Documents.

3. In the event that the Lender consents to a direct or indirect sale, transfer, conveyance, or other disposition of any of the Properties or the Borrower’s interest therein or any part or parts thereof, such consent shall not be deemed to be a waiver of the rights to require prior written consent for future or successive transactions of similar nature. The terms of the direct or indirect sale, transfer, conveyance, or other disposition of any of the Properties or the Borrower’s interest therein or any part or parts thereof shall also be subject to the Lender’s approval and the Lender may at its sole and absolute discretion, require the amendment of this Commitment Letter or any of the other Loan Documents.

EXPROPRIATION

In the event that any or all of the Properties or any part of any or all of the Properties is expropriated with the result that, in the Lender’s reasonable opinion, the undertaking, property and assets of the Borrower encumbered by the Mortgages are materially and adversely affected, the Lender may, at its option, require that the whole of the then unpaid portion of Principal Amount, interest thereon, all other amounts then owing to the Lender including, without limitation, the Yield Maintenance and all of the Lender costs and expenses become due and payable as of the date of the expropriation.

AMENDMENTS TO COMMITMENT LETTER

Any waiver of any provision of this Commitment Letter and any amendment to this Commitment Letter must be in writing and signed by an authorized representative of the Borrower, the Covenantor(s) and the Lender, duly authorized for that purpose.

NOTICE

Any notice, election, demand, declaration or request which may or is required to be given or made hereunder (unless otherwise required by law) be given or made in writing and shall be deemed given if served personally upon the party for whom it is intended or if mailed by prepaid registered post or sent by facsimile addressed to the party for whom it is intended at its or their address as follows:

in the case of the Lender to it at:

CMLS Financial Ltd.

Suite 2110 – 1066 West Hastings Street

Vancouver, British Columbia V6E 3X2

Attention: Suki Grewal

Fax: 604-687-2118

in the case of the Borrower or a Covenantor to it at:

Vitran Express Canada Inc.

1201 Creditstone Road

Vaughan, Ontario

L4K 0C2

Attention: Fayaz D. Suleman

Fax: 416-596-8039

and every such notice shall be deemed to have been given upon the day it was personally served or, if mailed, upon the fifth Business Day after it was mailed . Any notice made or given by facsimile on a Business Day before 5:00 p.m. (local time of the recipient) shall be conclusively deemed to have been given and received on such Business Day, and otherwise shall be conclusively deemed to have been

given and received on the first Business Day following the transmittal thereof. Either party may designate in writing a substitute address and thereafter notice shall be directed to such substituted address. In the event of a postal strike or other interruption of mail service, then all notices must be delivered personally or by telecopier to the addresses set out or such other addresses as may have been designated.

LEGAL AND OTHER COSTS

All third party costs and expenses incurred whether directly or indirectly by the Lender, whether directly or indirectly in connection with this Commitment Letter or any other Loan Documents, including without limitation reasonable legal fees and disbursements, appraisal fees, title insurance and insurance consultant’s fees, are payable by the Borrower whether or not the transaction proceeds as contemplated, and may be deducted from the proceeds of the Loan. The Borrower shall pay all reasonable costs and expenses imposed by the Lender in connection with any amendments to any of the Mortgages or the other Loan Documents, the discharge or assumption of any of the Mortgages or other security interest, the preparation of any mortgage or financing statement, dishonoured payments or similar matters during the term of the Loan.

FUNDING REQUESTS

Once all conditions of the Commitment Letter have been met, the Lender will order funds and process all advances upon receipt of a minimum of five (5) clear Business Days’ notice prior to the intended date of funding.

COUNTERPARTS

This Commitment Letter may be executed in several counterparts, each of which shall be deemed to be an original and all counterparts, taken together, shall constitute one and the same instrument and it shall not be necessary in making proof of this Commitment Letter to produce or account for more than one such counterpart signed manually or by facsimile copy thereof.

ELECTRONIC TRANSMISSION

An electronically transmitted version of this signed Commitment Letter may be relied upon by the parties to the same extent as the original executed version.

TIME

Time shall be of the essence of this Commitment Letter.

BINDING EFFECT

Acceptance thereof shall constitute a binding contract from the date of acceptance and shall enure to the benefit of and be binding upon the successors and assigns of the parties hereto respectively and shall continue in full force and effect notwithstanding registration of any of the Mortgages.

Yours truly,
CMLS FINANCIAL LTD.
/s/ Beverly White	/s/ Suki Grewal
Beverly White	Suki Grewal
Vice President	Manager

ACCEPTED by the Borrower this 30th day of November, 2011.

VITRAN EXPRESS CANADA INC.
Per:	/s/ Richard E. Gaetz

I/We have the authority to bind the corporation

Per:

I/We have the authority to bind the corporation

COVENANTOR(S)

VITRAN CORPORATION INC.

Per: /s/ Richard E. Gaetz

I/We have the authority to bind the corporation

Per:

I/We have the authority to bind the corporation

EXPÉDITEUR T.W. LTÉE.

Per: /s/ Richard E. Gaetz

I/We have the authority to bind the corporation

Per:

I/We have the authority to bind the corporation

November 30, 2011

Vitran Corporation Inc.

c/o Royal Bank of Canada

Royal Bank Plaza

4th Floor, North Tower, PO Box 50

Toronto, ON M5J 2W7

Attention: Reiner Plessl

Expediteur T.W. Ltee.

1201 Creditstone Road

Concord, Ontario

L4K 0C2

Attention: Fayaz Suleman

Dear Sirs:

Re: Property Address: 3333 Rue Joseph-Dubreuil, Montreal, QC

Loan No: 50152

CMLS Financial Ltd. (the “Lender”) is pleased to advise that on the basis of information provided in connection with your request for financing, your application for a hypothecary loan (the “Loan”) has been approved subject to the terms and conditions set out herein.

This amended and restated commitment letter (as further amended, restated, supplemented or otherwise modified from time to time, the “Commitment Letter”) cancels, supersedes and replaces the commitment letter dated as of November 8, 2011 relating to the Property (as herein defined) issued by the Lender to the Borrower and Covenantors (the “Original Commitment Letter”). Upon the signing of this Commitment Letter by the Lender, the Borrower and the Covenantors, the Original Commitment Letter shall be terminated and be of no further force and effect.

NOW THEREFORE in consideration of the covenants and agreements herein contained, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

LOAN TYPE

Hypothecary loan secured by a first ranking immovable hypothec on the land and buildings located at 3333 Rue Joseph-Dubreuil, Montreal, Quebec (the “Property”).

PURPOSE

To provide a first ranking hypothecary loan on the Property to enable the Borrower to repay its or its affiliates’ existing indebtedness.

BORROWER

Expediteur T.W. Ltee. (the “Borrower”).

COVENANTOR(S)

A guarantee shall be provided by Vitran Corporation Inc. and Vitran Express Canada Inc. (the “Covenantor(s)”) on a joint and several basis to make payments under the Loan and to perform all other obligations of the Borrower until the Loan has been satisfactorily repaid in full.

The liability of the Borrower and the Covenantors to make payment under the Loan and to perform all other obligations hereunder shall be on a solidary basis.

MANDATARY

CMLS Financial Ltd., on behalf of an investor client.

LEGAL DESCRIPTION

To be confirmed by the Lender’s counsel.

DESCRIPTION OF PROPERTY

A cross-dock distribution facility containing approximately 59,698 rentable square feet, located on an approximately 11.1 acre site.

LOAN AMOUNT

$6,500,000.00 (the “Principal Amount”)

TERM OF LOAN

Seven (7) years from the Interest Adjustment Date.

AMORTIZATION

Twenty-Five (25) years.

INTEREST RATE

The interest rate for the Loan will be 300 basis points over the bid side yield to maturity expressed as a percentage per annum, compounded semi-annually, not in advance, of a publicly traded non-callable Government of Canada bond selected by the Lender and maturing on a date close to the Maturity Date of the loan as determined by the Lender as at the first Business Day on which the Lender receives the Borrower’s written request to set the interest rate (the “Interest Rate”). The Interest Rate must be set within 15 days of the anticipated funding date as set out in the written notice from the Borrower (the “Funding Notice”), and no later than 5 days prior to such funding date. The Funding Notice must be received by the Lender no later than 1:00 PM EST for rate setting that day. Notwithstanding the above, the Interest Rate shall not be less than 4.75%.

The Loan will be funded on the date set out in the Funding Notice from the Borrower, which must be within 15 days of the setting of the Interest Rate, otherwise the Lender reserves the right in its sole option to modify the rate by applying the formula provided herein.

Interest at the Interest Rate shall be calculated semi-annually and payable monthly not in advance both before and after demand, maturity, judgment and before and after default, based on the Principal Amount advanced and outstanding from time to time from and including the date of advance thereof. Interest on overdue interest shall be calculated and be payable at the same rate and in the same manner as set out herein.

COMMITMENT EXPIRY

December 15, 2011 hereinafter referred to as the “Commitment Expiry Date”. The Lender acknowledges the target funding date is November 30, 2011 or earlier.

Please also refer to clause entitled “Commitment Expiry” contained in the Standard Terms and Conditions.

INTEREST ADJUSTMENT DATE

The first (1st) day of the month next following the date of the advance of funds; being December 1, 2011 (the “Interest Adjustment Date”).

MATURITY DATE

Seven (7) years from the Interest Adjustment Date; being November 30, 2018 (the “Maturity Date”).

FUNDING

The Loan is to be advanced by way of a single advance of funds.

SECURITY FUNDING/CONDITIONS PRECEDENT

CONDITIONS PRECEDENT TO FUNDING

Conditions precedent to the disbursement of funds under the Loan shall be:

1. CREDIT AND FINANCIAL INFORMATION

Receipt and satisfactory approval by the Lender of the financial statements for all corporate Borrower and Covenantor(s).

All Borrower and Covenantor(s) hereby consent to the Lender commissioning and receiving credit reports on the Borrower and Covenantor(s), the cost of which is to the account of the Borrower.

The Borrower and Covenantor(s) acknowledge that all financial information has been provided to the Lender for the purpose of assessing credit risks associated with the Loan and that the Lender may, in order to fulfill its obligations or enforce its rights (including, without limitation, the enforcement of its security), confidentially disclose all such financial information to third parties (including, without limitation, credit rating agencies) in the ordinary course of business.

The Borrower and Covenantor(s) agree to have the attached Client Identification Certification (Schedule “F”) completed by its/their counsel and returned to the Lender and the Lender’s counsel as required herein.

2. OPERATING STATEMENTS

Receipt and satisfactory review by the Lender of operating statements on the Property for the past three years.

3. APPRAISAL

Receipt and satisfactory review by the Lender of an appraisal report on the Property from Cushman & Wakefield Ltd., acceptable to the Lender, establishing a minimum total market value of $10,000,000.00. The appraisal shall be accompanied by a Reliance Letter authorizing the Lender to use and rely upon the appraisal for financing purposes. All costs associated with such report will be to the account of the Lender. The Lender confirms that the appraisal relating to the Property dated October 31, 2011 prepared by Cushman & Wakefield Ltd. is acceptable for the purposes of satisfying the condition in this section.

4. ENVIRONMENTAL REPORT (“ESA”)

Receipt and acceptance by the Lender of Phase I environmental report or audit on the Property prepared by an environmental consultant (the “Consultant”) satisfactory to the Lender. The report(s) must be dated within 1 year of the date of this Commitment Letter. If further investigative work is recommended, then the Borrower and the Lender will confer with the Consultant to determine the reasonable scope for the further work and, if practicable, provide the Consultant with express instructions to conduct such investigations as are required to

permit the Consultant to issue the subsequent investigative report. Notwithstanding the foregoing, all ESA reports must conform to the Canadian Standards Association (Z768 for ESA Phase 1 reports and Z769 for ESA Phase 2 reports). The report must be directed to or accompanied by a Transmittal Letter authorizing the Lender to use and rely upon the reports for financing purposes. All costs will be to the account of the Borrower. The Lender confirms that the ESA Phase 1 Report relating to the Property dated September 15, 2011 prepared by Pinchin Environmental is acceptable for the purposes of satisfying the condition in this section.

The Hypothec shall contain Schedule “A” as attached wherein the Borrower covenants and agrees that to the best of its knowledge, there has not been, there are not currently and there will not in the future be any hazardous materials on the Property, except for any hazardous materials which are handled or otherwise dealt with in accordance in all material respects with applicable law.

5. ENGINEERING REPORT/BUILDING CONDITION REPORT

Receipt and satisfactory review by the Lender of an engineering report, from an independent engineering firm acceptable to the Lender, confirming the structural integrity of the building, the roof system therein and of all operating systems of the Property. The engineering report must also verify that the Property complies with the appropriate provincial and municipal regulations. The report must be directed to or accompanied by a Transmittal Letter authorizing the Lender to use and rely upon the report for financing purposes. All costs will be to the account of the Borrower. The Lender confirms that the Building Assessment Report relating to the Property dated September 15, 2011 prepared by Pinchin Environmental is acceptable for the purposes of satisfying the condition in this section.

6. INSURANCE

Evidence of insurance in form and substance reasonably satisfactory to the Lender is required. Please see attached Schedule “B” for insurance requirements. Upon acceptance of this Commitment Letter, all insurance policies must be forwarded to the Lender’s insurance consultants, at the following address, for their review and approval:

Intech Risk Management Inc.

3 Church Street, Suite 400,

Toronto, ON M5E 1M2

Attention: Todd McCleave

Telephone: (416) 348-9111

Fax: (416) 348-9121

Email: tmccleave@intechrisk.com

The cost of the Lender’s insurance consultant’s review of the Borrower’s insurance shall be for the account of the Borrower and may be deducted from an advance of funds under the Loan. Material changes to insurance coverage during the term of the Loan will, at the sole discretion of the Lender, require an additional review by the Lender’s insurance consultant. All insurance review costs will be to the account of the Borrower.

Following is the name, address, and contact information of the employee at Vitran Corporation Inc. who can be contacted by the Lender’s insurance consultant with respect to the Borrower’s insurance coverage:

Name:	Rod Mowat
Address:	1201 Creditstone Road, Concord, Ontario
Phone:	416-798-4965 ext. 5205             Fax: 416-596-8039
E-mail:	rodmowat@vitran.com

It is further understood and agreed that it is the responsibility of the Borrower and/or its Insurance Broker to notify the Lender directly of any changes in coverage from the actual binder or certificates issued at the time of closing and release of funds. Please note that all insurance documentation after the loan funding date is to be submitted directly to the Lender as follows:

Addressed to the Lender

c/o CMLS Financial Ltd.

Suite 2110 - 1066 West Hastings Street,

Vancouver, BC V6E 3X2

The Borrower shall be responsible for the cost of the review.

7. PROPERTY INSPECTION

An inspection of the Property by an authorized representative of the Lender.

8. MUNICIPAL AND SCHOOL BOARD TAX ACCOUNT STATEMENTS:PROPERTY TAX NOTICES

A copy of the current tax account and current invoice from the City of Montreal and from the related school board, along with any documents relating to contestation or any other notice or proceeding in connection thereto.

9. TITLE INSURANCE OR TITLE OPINION

A commercial lenders’ title insurance policy from First Canadian Title in a form satisfactory to the Lender’s counsel may be required. The Borrower will be responsible for the cost of the insurance policy if required.

Where the Borrower elects to provide a legal opinion on title to the Property, such legal opinion may be provided by the Borrower’s counsel or the Lender’s counsel, at the Borrower’s cost. The title opinion shall be in form and substance acceptable to the Lender in the Lender’s sole and absolute discretion.

10. RECEIPT OF ATTACHED BORROWER(S) INFORMATION PACKAGE (SCHEDULE “C” THROUGH “G”)

11. CORPORATE STRUCTURE

The Lender’s counsel shall confirm to the Lender that the Borrower is the registered owner of the Property and the ownership structure is as represented by the Borrower to the Lender.

12. OTHER INFORMATION

Such other reports or information as the Lender or Lender’s counsel may reasonably request.

13. LEGAL COUNSEL/ADVISORS

The counsel acting solely for the Lender in this transaction will be:

Fraser Milner Casgrain LLP - Attention: Charles Rich

Suite 400, 77 King Street West

Toronto Dominion Centre

Toronto Ontario M5K 0A1

Phone: (416) 863-4606

Fax: (416) 863-4592

Email: charles.rich@fmc-law.com

The Borrower’s counsel shall be:

Name: Eric Friedman

Firm: McMillan LLP

Phone: (416) 307-4030

Fax: (416) 865-7048

Email: eric.friedman@mcmillan.ca

14. SECURITY

Required security for this financing shall include:

(a) a first ranking immovable hypothec on the Property to secure the Principal Amount along with an additional amount (the “Additional Amount”) representing twenty percent (20%) of the Principal Amount (the “Hypothec”), such hypothec to be cross-defaulted and cross-collateralized with the first freehold mortgages secured by the properties located at 10077 Grace Road, Surrey, BC, 18204- 111 Avenue NW, Edmonton, Alberta and 1201 Creditstone Road, Vaughan Ontario and 2700 Langstaff Road, Vaughan, Ontario;

(b) guarantee(s) to be granted by Vitran Corporation Inc. and Vitran Express Canada Inc. on a solidary basis for 100% of the Principal Amount and the Additional Amount;

(c) a registered first ranking immovable hypothec on all present and future rents relating to the Property and on any insurance indemnities relating thereto;

(d) confirmation that in the event the Borrower elects to lease the Property to an arm’s length third party, the Lender shall have full approval rights to any such lease;

(e) a site specific movable hypothec providing a first ranking universal movable hypothec on the universality of all present and after-acquired movable property used in the operation and management of the Property and the rents to be derived from the Property, if any (specifically excluding any movable property used in the operation of the transportation business, such as, inventory, rolling stock and accounts receivable);

(f) hypothec of all-insurance proceeds received under any insurance policies pertaining to the Property and confirmation of Lender being first hypothecary lost payee;

(g) hypothec charging on all plans, specifications, rights to the architectural plans, permits, contracts, and other documentation pertaining to the Property;

(h) priority agreements and postponement agreements from any party having a prior interest in the Property or the movable property referred to in (e) above, where applicable, each in a form satisfactory to the Lender and its-counsel; and

(i) such other security as the Lender and its-counsel may reasonably deem necessary.

15. FIRE WORK AND LEGALITY OF PROPERTY

Prior to advancing any funds, the Lender requires written confirmation that there are no outstanding work orders, notices or letters of non-compliance issued by any Governmental or Regulatory bodies having jurisdiction over the Property.

16. CONSTRUCTION LEGAL HYPOTHEC

The Borrower has paid when due any contractor or supplier that has participated in the construction and/or renovation of the Property in the last six (6) months and has obtained, at the satisfaction of the Lender’s counsel, an unconditioned release in relation to such payments. With regards to any future payment, the Borrower has obtained, to the satisfaction of the Lender’s counsel, from such contractor or supplier, a renunciation to the right to register a legal hypothec against the Property.

17. ZONING BY- LAW & TITLE

All zoning by-laws and restrictive covenants must be complied with and title to the Property and the registration of the Hypothec must be satisfactory to the Lender and its counsel.

Title to the Property must be acceptable to the Lender, in its sole discretion, and all security documents must be registered and the Lender must be in receipt from the Lender’s counsel of a satisfactory report on registration of the security documents, together with the Lender’s counsel’s confirmation that no adverse findings concerning the Borrower or the Covenantor(s) in any department or agency of government which, in the Lender’s counsel’s opinion, could affect the security or ranking of the Hypothec.

All other documentation pertinent to this transaction, as may be reasonably required by the Lender’s counsel, must be acceptable in substance and form to the Lender and its counsel.

18. MATERIAL CHANGE

It is a condition for disbursement of funds that (a) in the Lender’s opinion the financial position of the Borrower and the Covenantor(s), taken as a whole, and/or the Property given as security, shall not have suffered any adverse material change (a “Material Adverse Change”), (b) the Borrower’s representations and warranties shall be true and correct in all material respects at the time of disbursement, and (c) there shall not be any action, suits, or pending proceedings against the Borrower, the Covenantor(s) or the Property of which the Borrower has knowledge which could reasonably be expected to result in an Material Adverse Change.

19. CLEAR TITLE

Confirmation from the Lender’s counsel that title to the Property is clear and no liens (other than Permitted Encumbrances) are registered prior to any Loan advance. For the purposes of this Commitment Letter, “Permitted Encumbrances” shall have the meaning ascribed to such term in the Hypothec.

20. AUTHORIZATION, DIRECTION AND CONSENT

Receipt by the Lender’s counsel of the authorization, direction and consent of all legal and beneficial owner of the Property along with such opinions, certificates, resolutions and other documentation as may be reasonably required by the Lender’s counsel as to due authorization, execution and delivery of all documentation required by the Lender and the enforceability of such documentation in accordance with its terms. Borrower’s and Covenantors’ legal counsel to provide to the Lender with corporate opinions in a form acceptable to the Lender’s counsel.

21. EXECUTION OF DOCUMENTS

The Borrower and the Covenantor(s) agree to execute such documents, including the Hypothec and other security agreements, in a form and containing provisions protecting the Lender’s rights as contemplated in this Commitment Letter as the Lender’s counsel shall require, acting reasonably.

22. CERTIFICATE OF LOCATION

A Certificate of Location along with a plan of the Property, showing the Property in its current condition, acceptable to the Lender and its counsel, prepared by a duly licensed surveyor, shall be furnished to the Lender. This Certificate of Location shall show the dimensions of the Property, as well as the dimensions and location of all improvements, parking areas and servitudes (if any). If the Certificate of Location shall state that it was prepared for the exclusive use of the Borrower or any other party, a letter of transmittal will be provided to the Lender by the land surveyor, confirming that the Lender may rely on the Certificate of Location for financing purposes. Title insurance is acceptable in lieu of a certificate of location.

23. PRE-AUTHORIZED DEBIT FORM

The attached Pre-Authorized Debit form contained in Schedule “E” is to be completed and returned with this signed Commitment Letter.

24. PROCEEDS OF CRIME (MONEY LAUNDERING) AND TERRORIST FINANCING ACT (CANADA) REGULATIONS

The Borrower and the Covenantors confirm that each of them has consented and agreed to provide the Lender with such documentation and information, including identification, as the Lender may require to ensure compliance with the above Legislation, and that the provision of such documentation and information shall be a pre-funding condition of the Loan.

25. CORPORATE AND ENFORCEABILITY OPINIONS

With respect to the documents required to be delivered to the Lender by the Borrower(s) and any Covenantor(s), the Borrower’s counsel shall be required to provide the Lender and the Lender’s counsel with its opinion regarding the registration of all movable hypothecs, the due authorization, execution, delivery, creation of the hypothecs and enforceability, which opinion shall be in form and substance acceptable to the Lender and the Lender’s counsel in their sole and absolute discretion.

26. FEES

The Lender acknowledges receipt from the Borrower, upon signing of the Original Commitment Letter of a standby deposit of $65,000.00 (the “Standby Deposit”) to be held by Lender, without interest, to ensure the performance of the Borrower’s obligations under this Commitment Letter, such Standby Deposit representing damages which the Lender, without prejudice to and in addition to any other remedy, is entitled to retain if the Loan transaction contemplated by this Commitment Letter is not completed in accordance with its terms for any reasons other than the default of the Lender. If the losses, costs and damages suffered by the Lender exceed the amount of the Standby Deposit, the Lender shall be entitled to seek compensation therefore in addition to retaining the Standby Deposit. If the Loan transaction contemplated by this Commitment Letter is completed in accordance with its terms, upon the first advance of the Loan, the Lender shall immediately pay to the Borrower an amount equal to the Standby Deposit without deductions or interest.

27. CONTEMPORANEOUS CLOSING OF ONTARIO, ALBERTA AND BRITISH COLUMBIA MORTGAGE LOANS

It is a condition of the completion of the transactions contemplated in this Commitment Letter that contemporaneously with the closing of the Loan hereunder, the Lender shall make a mortgage loan to Vitran Express Canada Inc. in the principal amount of at least $39,225,000 secured by the properties known municipally as 10077 Grace Road, Surrey, British Columbia, 18204 – 111 Avenue NW, Edmonton, Alberta and 1201 Creditstone Road, Vaughan, Ontario and 2700 Langstaff, Vaughan, Ontario (the “Contemporaneous Loan”). This condition is for the benefit of the Borrower, and in the event that the Contemporaneous Loan does not close contemporaneously with the Loan, the Borrower shall have the option of terminating the Commitment Letter and the full amount of the Standby Deposit, less reasonable out-of-pocket expenses incurred, without interest, shall be returned forthwith to the Borrower.

STANDARD TERMS AND CONDITIONS

COMMITMENT EXPIRY

Time is of the essence. The Loan must be advanced by the Commitment Expiry Date, as the same may be extended in accordance with the terms of this Commitment Letter. If the Loan is not advanced by the Commitment Expiry Date due to a failure on the part of the Borrower to meet a condition precedent to disbursement of funds as set out in this Commitment Letter (unless such failure results from the Lender or its counsel not acting in a timely and reasonable manner), the Lender at its option may cancel this Commitment Letter and retain the Standby Deposit. If the Lender extends the Commitment Expiry Date, the Borrower will pay, at the option of the Lender, a late disbursement fee. The late disbursement fee will be based on the Principal Amount and the difference between the Interest Rate and the interest rate available to the Lender on short-term investments, for a duration equal to the time beyond the Commitment Expiry Date and the actual funding date.

PROPERTY MANAGEMENT

The Borrower shall at all times maintain professional property management of the Property satisfactory to the Lender, in its sole discretion. Any changes in property management shall require the prior written consent of the Lender, not to be unreasonably withheld or delayed, both as to the manager and the terms and conditions of the management agreement. The Borrower is acceptable to the Lender as the property manager of the Property.

NO FURTHER ENCUMBRANCES

No further encumbrances subsequent to the Lender’s registered security on the Property, other than Permitted Encumbrances, shall be permitted without the prior written consent of the Lender, not to be unreasonably withheld.

REPAYMENT

1. The Borrower shall pay the Principal Amount together with interest thereon in consecutive monthly installments of principal and interest to be determined at the Interest Rate and in accordance with the amortization criteria set out in the “Amortization” section as follows:

(a) on the Interest Adjustment Date, a payment of $845.89 being the interest due on the Principal Amount advanced computed at the Interest Rate from the date of advance up to but excluding the Interest Adjustment Date; and

(b) from and including the Interest Adjustment Date, monthly payments of $36,884.61 representing a portion of the Principal Amount and the total interest accrued and outstanding at the Interest Rate computed from and including the Interest Adjustment Date based on a twenty-five (25) year amortization period shall become due and be paid in consecutive monthly instalments on the first day of each month, the first payment of which shall be made on January 1, 2012 and the last payment of which shall be made on the first day of the month immediately preceding the Maturity Date; and

(c) the outstanding Principal Amount shall be due in full on the Maturity Date or on such earlier date as the Principal Amount may be declared to be due and payable by the Lender together with interest accrued and unpaid thereon.

2. All monthly mortgage payments are to be made by way of automatic debit in accordance with the terms of the Pre-Authorized Debit form executed by the Borrower.

3. All installments received by the Lender shall be applied firstly against interest outstanding and secondly against the Principal Amount.

4. All payments to be made by the Borrower pursuant to this Commitment Letter are to be “net” to the Lender and are to be made without set-off, compensation or counterclaim, free and clear of and without deduction for or on account of any tax except for taxes on the overall net income of the Lender; if any tax not presently in existence is deducted or withheld from any payments made pursuant to this Commitment Letter, the Borrower shall promptly remit to the Lender the equivalent of the amount of tax so deducted or withheld together with the relevant receipt addressed, if possible to the Lender provided that all such tax subsequently refunded to the Lender will be remitted, as quickly as possible, by it to the Borrower; provided that in the event the Borrower is prevented by operation of law or otherwise from paying, causing to be paid or remitting such tax, the interest payable under this Commitment Letter will be increased, if permitted by law, to such rates as are necessary to yield and remit to the Lender the Principal Amount together with interest at the rate specified in this Commitment Letter after provision for payment of such tax.

PREPAYMENT PRIVILEGES

1. The Borrower may repay the Loan in whole or in part, prior to the Maturity Date if the Borrower also pays to the Lender a compensating amount (the “Yield Maintenance”), being the greater of:

(a) three (3) months interest on the Principal Amount prepaid, calculated at the Interest Rate under the Loan; and

(b) the amount which is equal to the positive number, if any, obtained by subtracting the amount prepaid from the present value of all monthly payments of interest, including the Principal Amount and interest due at the Maturity Date, which would have been made under the Loan on and after the date of prepayment had such prepayment not been made, such present value to be based on the Discount Rate. The “Discount Rate” shall mean the yield to a purchaser of a non-callable Government of Canada Bond, with a term to maturity approximately equal to the remaining term to the Maturity Date, had the Loan not been prepaid, as calculated by the Lender as at the close of business on the Business Day immediately prior to the date of prepayment, expressed as a rate per annum, compounded semi-annually.

2. Any such prepayment amount received by the Lender shall be applied firstly against Yield Maintenance, secondly against the interest outstanding and thirdly against the Principal Amount.

3. After such prepayment is applied by the Lender as provided herein: (a) the Lender shall update the Principal Amount and provide such information to the Borrower; thereafter, the Principal Amount in section “Principal Amount” shall automatically be amended to record and reflect such updated Principal Amount, and (b) the monthly payments payable set out in the “Repayment” section shall be re-calculated based on the Principal Amount then outstanding and the remainder of the amortization period.

TIME OF PAYMENTS

In the event that any payment permitted or required to be made under this Commitment Letter or any other Loan Documents is made after 10:00am Pacific Time (“PT”), on any payment date, that payment will be deemed to have been made on the next following Business Day. For the purposes of this Commitment Letter, “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Montréal, Quebec, Toronto, Ontario and Vancouver, British Columbia are authorized or required by law to remain closed.

SECURITY REGISTRATION

Neither the preparation nor the registration of any of the security documents contemplated in this Commitment Letter shall bind the Lender to advance funds.

ESCROW FUNDS

Should the Lender collect escrow funds or retain a holdback from any advance, such funds will be held by the Lender without benefit of interest to the Borrower.

BENEFIT OF LOAN FUNDS

The Borrower represents, warrants and covenants that all advances (or re advances if applicable) under the Loan will be for the sole account, benefit and use of the Borrower for the purpose stipulated in this Commitment Letter, unless the Lender provides its approval, in writing, that advances (or re-advances if applicable) may be for the account, benefit and use of a third party other than the Borrower, which approval may be unreasonably withheld at the Lender’s sole discretion.

CANCELLATION CLAUSE

This Commitment Letter may be cancelled at the Lender’s option if any of the conditions set out herein are not complied with or if any of the requirements of the Lender’s counsel are not satisfactorily fulfilled by the Commitment Expiry Date.

FINANCIAL REPORTING

The Borrower and Covenantor(s) shall provide the Lender with prepared financial statements all satisfactory to the Lender in form and content, prepared in accordance with U.S. GAAP, within 120 days of each fiscal year-end for the Borrower and Covenantor(s). Financial statements shall be accompanied by a current rent roll (in the event any part of the Property becomes subject to a lease(s)), balance sheet and a detailed income statement for the Borrower and Covenantor(s) (if any) and an operating statement for the Property.

PROPERTY TAXES

1. The Lender reserves the right to deduct monies from the Loan to pay all Taxes (as defined in the Hypothec) (including penalties, interest and unpaid utilities if applicable) due or coming due within 60 days of the advance of the Loan. Notwithstanding, the Lender shall permit the Borrower to pay the Taxes for the Property. The Lender will waive the requirements for monthly Tax installments on the condition that the Borrower:

(a) pays each Loan payment and all other monies due under the Loan promptly when due;

(b) submits copies of the tax receipts to the Lender within 60 days of each due date to confirm payment of Taxes. If the Borrower does not submit tax receipts as required and the Lender requests tax receipts from the taxing authority, all costs incurred by the Lender in obtaining the receipts will be for the Borrower’s account;

(c) is not otherwise in default under any of the Loan Documents; and

(d) authorizes the taxing authority to release all information relevant to Taxes to the Lender as required.

2. In the event that the Borrower does not comply with the conditions and requirements set out above in this section, then:

(a) the Borrower shall pay to the Lender in instalments on the dates on which instalments of principal and interest are payable pursuant to this Commitment Letter, sums sufficient to enable the Lender to pay the whole amount of Taxes on or before the due date for payment thereof or, if such amount is payable in instalments, on or before the due date for payment of the next instalment thereof;

(b) where the period between the date of the advance of the Principal Amount and the next following annual due date or first instalment due date for Taxes is less than one year, the Lender may, at the Lender’s option, require the Borrower to pay to the Lender in equal instalments, on each date on which an instalment of principal and interest is payable pursuant to this Commitment Letter, during such period and during the next succeeding twelve months’ period, an amount estimated by the Lender to be sufficient to pay, on or before the expiration of the said twelve months’ period, all Taxes which shall become due and payable during the said two (2) periods and during the balance of the calendar year in which the said twelve months’ period expires; and the Borrower shall also pay to the Lender on demand the amount, if any, by which the actual Taxes exceed such estimated amount; and

(c) subject to the immediately preceding subsection, the Borrower shall pay to the Lender on each date on which an instalment of principal and interest is payable pursuant to this Commitment Letter one-twelfth of the annual amount (as estimated by the Lender) of the Taxes becoming due and payable during the next succeeding year after such instalment due date and the Borrower shall also pay to the Lender on demand, the amount, if any, by which the actual Taxes exceed such estimated amount.

Notwithstanding anything in this “Property Taxes” section, the Borrower shall promptly pay or cause to be paid as they become due all taxes, rates, duties, charges, impositions, levies and assessments whatsoever whether municipal, parliamentary, school or otherwise, and whether general or special, ordinary or extraordinary, which are from time to time levied, imposed or assessed against or on account of the Property or any part or parts thereof or any interest therein directly to the applicable government authority and the Borrower shall provide to the Lender evidence (acceptable to the Lender) of payment thereof within five (5) Business Days after such taxes, rates, duties, charges, impositions, levies and assessments are due.

DISBURSEMENT

Prior to the disbursement of the Loan, the security instruments shall be registered, the Property shall be free and clear of all liens, charges and other encumbrances (save and except (i) any existing charge to be paid out and discharged from the Loan advance and (ii) Permitted Encumbrances)and all other terms and conditions of this Commitment Letter shall have been satisfied.

INSURANCE

1. In the event the Borrower fails to effect or maintain or cause to be effected or maintained any insurance required herein, the Lender may effect or maintain such insurance and, without obligation to do so, insure the Property or any part or parts thereof for such amount or amounts as the Lender may from time to time deem expedient and the amount of any premiums paid to effect or maintain such insurance shall be payable by the Borrower on demand and shall bear interest at the rate calculated and payable in the same manner as interest on the Principal Amount from the date of such payment by the Lender until paid, and the Borrower covenants to repay to the Lender on demand all of the premiums so paid. No effecting of insurance by the Lender shall diminish or derogate in any way from the obligation of the Borrower to effect and maintain insurance required herein. The Borrower shall deliver to the Lender evidence of payment of all premiums and other sums of money payable for effecting or maintaining the insurance required herein and shall deliver to the Lender, on a best efforts basis, at least 10 days and in no event less than 2 Business Days prior to the expiration of any such insurance policy,

certificates with respect to any renewal policies. If such renewal policy is different from the certified policy so expiring or if such renewal insurance shall be arranged with another insurer, such policy and insurer shall be subject to review and approval by an insurance consultant selected by the Lender, all at the cost of the Borrower.

2. Nothing contained herein shall be deemed to hold the Lender responsible for failure to cause insurance to be obtained or maintained or for any loss arising as a result of any defect in any policy or as a result of any insurer failing to pay for any damage or loss insured against.

3. The Borrower shall not do or suffer anything whereby any insurance policies may be vitiated.

4. The Borrower shall forthwith on the happening of any loss or damage at its expense furnish all necessary proofs and do all necessary acts to enable the Lender to obtain payment of the insurance moneys and the Borrower shall release any interest it may have in the proceeds thereof.

5. In the event that any policy or policies of insurance relating to the Property contains any co-insurance clauses, the Borrower shall maintain or cause to be maintained at all times a sufficient amount of such insurance to meet the requirements of any such co-insurance clause so as to prevent the Borrower from becoming a co-insurer under the terms of such policy or policies.

6. All proceeds of insurance received by the Lender in respect of any damages to the Property or any part thereof shall be held by the Lender as part of the security under any Loan Document, and so long as a Default or Event of Default (as defined below) shall not have occurred and be continuing (in which event all such proceeds shall be used to pay the Principal Amount, interest thereon, all other amounts then owing to the Lender including, without limitation, the Yield Maintenance shall be dealt with as follows:

(a) if insurance proceeds in respect of any one occurrence or multiple occurrences with an aggregate cumulative amount in any consecutive twelve (12) month period is equal to or is less than $1, 625,000 (the “Insurance Limit”) and less than 50% of the usable space of the Property is destroyed or damaged, then the insurance proceeds shall be paid to the Borrower and shall be applied by the Borrower towards the restoration, repairing or rebuilding the Property and the Borrower shall forthwith give notice thereof to the Lender which notice shall set forth the Borrower’s estimate of the date by which the restoration, reconstruction or replacement can be effected and completed; the Borrower shall also provide such other evidence as the Lender may reasonably require with respect to such restoration, reconstruction or replacement;

(b) if insurance proceeds in respect of any one occurrence or multiple occurrences with an aggregate cumulative amount in any consecutive twelve (12) month period is in excess of the Insurance Limit and less than 50% of the usable space of the Property is destroyed or damaged, then the insurance proceeds shall be retained by the Lender and the Borrower shall advise the Lender in writing (the “Repair Notice”) within ninety (90) days of the date of occurrence of the damage or destruction whether the Borrower wishes to use such insurance proceeds to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance, or to use such proceeds to restore, repair or rebuild (collectively, the “Repair”) the Property. If the Borrower wishes to Repair the Property, it shall

provide the Lender with all information which the Lender may reasonably require to consider the Borrower’s proposal and so long as: (i) the Lender is satisfied, acting reasonably, that the amount of insurance proceeds together with such other funds as the Borrower has indicated in the Repair Notice as available to it for the Repair are sufficient to make and complete the Repair, and (ii) the Borrower’s proposal is acceptable to the Lender, acting reasonably, then the Lender shall permit the Borrower to use the insurance proceeds to Repair the Property damaged or destroyed. If the Lender agrees to permit the Borrower to use such proceeds to Repair the Property damaged or destroyed, then the insurance proceeds shall be payable in the manner set out in paragraph 6(d) of this “Insurance” section so long as no Default or an Event of Default shall have occurred and be continuing (in which event all such proceeds shall be used to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance); or

(c) if insurance proceeds in respect of any one occurrence or multiple occurrences with an aggregate cumulative amount in any consecutive twelve (12) month period is in excess of the Insurance Limit and 50% or more of the usable space of the Property is destroyed or damaged, then the insurance proceeds shall be retained by the Lender and the Borrower shall deliver to the Lender a Repair Notice within ninety (90) days of the date of occurrence of the damage or destruction indicating whether the Borrower wishes to use such insurance proceeds to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance, or to use such proceeds to Repair the Property. If the Borrower wishes to Repair the Property, it shall provide the Lender with all information which the Lender may reasonably require to consider the Borrower’s proposal and the Lender undertakes to advise the Borrower in writing within thirty (30) days of receipt of the Borrower’s notice of intention to Repair whether the Lender, in its sole discretion, is prepared to permit the Borrower to use such proceeds to Repair the Property damaged or destroyed or requires that such proceeds be used to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance. If the Lender agrees to permit the Borrower to use such proceeds to Repair the Property, then the insurance proceeds shall be payable in the manner set out in paragraph 6(d) of this “Insurance” section so long as no Default or an Event of Default shall have occurred and be continuing (in which event all such proceeds shall be used to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance):

(d) If any Repair is permitted pursuant to the terms of paragraph 6(b) or 6(c) of this “Insurance” section, then prior to commencing any Repair:

(i) the Borrower will submit or cause to be submitted to the Lender the plans and specifications pertaining thereto for the approval of the Lender, which approval will not be unreasonably withheld or delayed unless the Repair, will result in a material adverse change to the use or value of the Property, the building(s) and other improvements thereon, or its revenue producing capability (if any), or will impair or adversely affect the Lender’s hypothecs therein; and

(ii) the Lender shall upon the request of the Borrower but in any event no more frequently than monthly on the last Business Day of each month, pay over to the Borrower from any insurance proceeds received by the Lender in amounts sufficient to reimburse the Borrower for such costs and expenses incurred and paid by the Borrower for the Repair (after withholding any amounts required as holdbacks due to any legal hypothec in favour of persons having taken part in the construction or renovation of an immovable created pursuant to the Quebec Civil Code (the “Legal Hypothec”) after all applicable Legal Hypothec periods have expired) and upon delivery to the Lender of the following:

A. a certificate of a senior officer of the Borrower (the “Officer’s Certificate”) stating the monies required in reimbursement for the costs and expenses incurred by the Borrower to effect the Repair and describing such Repair and stating the amount expended;

B. a certificate of an independent engineer, cost consultant or architect selected by the Borrower and approved by the Lender noting the date of completion of the Repair and certifying (the “Independent Certificate”):

I. as to accuracy of the hard costs set forth in the Officer’s Certificate and as to the holdbacks retained or required to be retained pursuant to the Legal Hypothec;

II. the Repair has been completed in accordance with the plans and specifications therefore and in compliance in all material respects with all provisions of all regional, municipal and other governmental approvals, permits and consents obtained and with all zoning and building by-laws and regulations of any authorities having jurisdiction applicable thereto; and

III. the signer of such Independent Certificate has no knowledge of any infraction of any other laws, by-laws or regulations (if any) applicable to the Repair which in the opinion of such signer is material; provided that such Independent Certificate may make an exception as to matters, if any, which relate to the interpretation or application of the provisions of such approvals, permits, consents, laws, by-laws or regulations referred to above which are currently under discussion with public officials and which in the opinion of the signer do not adversely affect the use of a Property for the purposes for which it is intended to be used and such other evidence, if any, as the Lender may require in support of such statement;

C. evidence satisfactory to the Lender that the Borrower has paid, or has made arrangements satisfactory to the Lender to provide payment of, the total cost of the Repair and all costs and expenses incidental thereof and, if any policy or policies of insurance the proceeds of which shall have been received by the Lender shall be deductible insurance, evidence satisfactory to the Lender that the Borrower has paid the full deductible amount in payment of costs and expenses incidental to the Repair;

D. evidence satisfactory to the Lender that the Repair is in accordance with the provisions (if and to the extent applicable) pertaining thereto of any material agreement relating to the Property and Permitted Encumbrances;

E. an opinion of the Lender’s counsel that the Property so Repaired is subject to the security constituted by the Hypothec free and clear of all mortgages, charges, liens, encumbrances, hypothecs and security interests (other than Permitted Encumbrances) ranking prior to or pari passu with the hypothecs or the security constituted under the Hypothec;

(e) the balance of insurance proceeds in excess of the amount expended by the Borrower in the Repair and paid to the Lender shall be paid over by the Lender to the Borrower, subject to the rights of any other Person (as defined in the Hypothec) thereto under the terms and conditions of the policies of insurance under which such proceeds have been paid.

7. Notwithstanding anything to the contrary contained herein, the Lender may, at its option, apply, in accordance with paragraph 10 of this “Insurance” section, any insurance proceeds held by it pursuant to the provisions herein to the prepayment or repayment of the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance: (i) at any time after the occurrence of any Default or Event of Default; or (ii) if within twelve (12) months of the date of the loss, damage or event in respect of which such insurance proceeds become payable either: (A) such insurance proceeds have not been applied to Repair the Property; or (B) the Lender shall not have received evidence satisfactory to it that the Borrower has made arrangements for the Repair within a reasonable period of time, having regard to the circumstances (provided, however, that if the Lender shall have received such evidence, then such twelve (12) month period may be extended by the Lender, at its sole discretion, by the period contemplated by such arrangements).

8. Any proceeds of insurance received and held by the Lender pursuant to this section shall, until disbursed by the Lender pursuant to this section or until applied by the Lender to the prepayment or repayment of the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance as aforesaid, whichever occurs first, be placed in an account and interest paid monthly thereon shall be held to the benefit of the Borrower at the interest rate in effect for such account from time to time.

9. The Borrower covenants and agrees that until the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance is paid in full, if the Property or any part or parts thereof is totally or partially destroyed or damaged by any cause whatsoever, the Borrower, shall promptly after any such damage or destruction, commence and proceed with, or cause to be commenced and proceeded with, the

Repair of the damaged or destroyed Property and the Borrower, with all due diligence, shall Repair, or cause to be Repaired, such Property and replace, or cause to be replaced, the improvements with other buildings of the same type and character and to as good a condition as those so damaged or destroyed. The Borrower acknowledges and agrees that it has the obligation to Repair as set out herein regardless of the sufficiency of insurance proceeds payable in respect of damage or destruction to all or any part of the improvements and buildings; except:

(a) if, pursuant to paragraph 6(b) or 6(c) of this “Insurance” section (other than in the case of a Default or an Event of Default), the Lender requires that the insurance proceeds be used to pay or prepay the Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance instead of permitting the use of such insurance proceeds to Repair the Property destroyed or damaged; or

(b) if the Borrower elects not to Repair a damaged or destroyed Property pursuant to paragraph 6(b) or 6(c) of this “Insurance” section.

Notwithstanding anything to the contrary contained herein, in the event that the Borrower elects not to Repair the Property as set out in paragraph 6(b) or 6(c) of this “Insurance” section, then the Lender shall apply the proceeds of insurance to repay or prepay all or any portion of the Principal Amount in accordance with paragraph 10 of this “Insurance” section and the Borrower shall pay to the Lender an amount equal the shortfall amount between the insurance proceeds received by the Lender for the Property and 110% of the outstanding Principal Amount of the Property, taking into account: (i) all principal repayments made prior to the date of repayment or prepayment, to be applied to the outstanding Principal Amount; (ii) accrued interest and all other sums due on the Principal Amount of the Property; and (iii) the Yield Maintenance on the Principal Amount of the Property.

10. If and to the extent that the Lender uses the proceeds of insurance to repay or prepay all or any portion of the Principal Amount:

(a) such repayment or prepayment shall be applied firstly against Yield Maintenance, secondly against the interest outstanding and thirdly to reduce the Principal Amount of the Property; and

(b) after such insurance proceeds is applied by the Lender as provided herein, the Lender shall update the Principal Amount and provide such information to the Borrower; thereafter, the Principal Amount in section “Principal Amount” for the Property shall automatically be amended to record and reflect such updated Principal Amount; and

(c) after any repayment or prepayment in accordance with the provisions of this section, the monthly payments payable set out in the “Repayment” section shall be re-calculated based on the Principal Amount then outstanding and the remainder of the amortization period.

11. The Borrower covenants and agrees to obtain from financially responsible insurance companies and to duly and punctually pay or cause to be paid all premiums and other sums of money payable for effecting and maintaining all insurance on the Property as required and set out in Schedule “B”.

EVENTS OF DEFAULT

At the option of the Lender, the Loan shall become payable, the hypothecs in the Hypothec and any other security document granted to the Lender shall become enforceable and the Lender may, among other things, require the Borrower and the Covenantors (collectively, the “Obligors” and each an “Obligor”) or any one of them to immediately pay the entire Principal Amount, interest thereon, and all other amounts then owing to the Lender including, without limitation, the Yield Maintenance in each and every of the following events (an “Event of Default”):

1. Failure by an Obligor to pay the principal and/or interests on the Loan when due and such failure shall continue for three days following the due date thereof;

2. Failure by an Obligor to comply with any other terms and conditions of this Commitment Letter, the Hypothec or any of the other documents and agreements in connection with the Loan delivered to the Lender by the Obligors or any of them (as each is amended, restated, supplemented or otherwise modified from time to time) (collectively, “Loan Documents”, and each a “Loan Document”), within 10 Business Days of receiving notice of such failure (provided that, if in the case of non-monetary defaults, rectification cannot reasonably be expected to be made within such 10 Business Day period, then within a reasonable period of time thereafter provided that an Obligor commences such rectification within the said 10 Business Days and thereafter diligently pursues such rectification); provided that the grace period given in this section does not apply to the failure to comply with terms and conditions of any of the Loan Documents that is the subject of another event of default in this section;

3. Without the prior written consent of the Lender as required by any Loan Document (such consent not to be unreasonably withheld or delayed), a transaction resulting in an Obligor or its undertaking and assets being transferred as an entirety or substantially as an entirety to any Person, including a direct or indirect sale, conveyance, transfer or other disposition of all or any of the shares in the capital of the Borrower or Vitran Express Canada Inc. or all or substantially all of the shares in the capital of Vitran Corporation Inc. or a change in control of an Obligor (whether directly by the sale, transfer of shares or otherwise by way of a consolidation, merger, amalgamation or other reorganization of an Obligor or by way of the sale, conveyance, transfer or other disposition of any interest or any part thereof) except for:

(a) any such sale, conveyance, transfer or other disposition whereby the Borrower or Vitran Express Canada Inc. continues to be controlled, directly or indirectly, by Vitran Corporation Inc.; or

(b) any such sale, conveyance, transfer or other disposition whereby a Covenantor or any of its assets, property and undertaking is transferred to another entity and a replacement guarantee and security agreement from another covenantor with substantially equivalent creditworthiness (as determined by the Lender, acting reasonably) is provided to the Lender prior to or at the same time as such sale, conveyance, transfer or other disposition.

For the purposes hereof, “control” shall have the meaning ascribed thereto in the Canada Business Corporations Act.

4. The creation of any other encumbrances charging the Property, other than Permitted Encumbrances, not in accordance with the terms of the Loan Documents;

5. If there is a Material Adverse Change;

6. If any of the representations or warranties made by any Obligor in the application for the Loan, in any document or certificate delivered pursuant hereto or in any Loan Documents is incorrect, false or misleading in a material respect;

7. If the Property is abandoned for a period exceeding 15 consecutive days;

8. If an order is made or a resolution is passed for the winding-up, liquidation or dissolution of an Obligor, or if a petition is presented or filed for the winding-up of an Obligor, whether pursuant to the Winding-up and Restructuring Act (Canada) or otherwise and such application is not stayed or dismissed within 30 days of the presentation of filing thereof;

9. If an Obligor ceases or threatens to cease to carry on business, makes a bulk sale of its assets, or if the Borrower directly or indirectly sells, conveys, transfers or attempts to dispose of, sell, convey or transfer the Property or any part or parts thereof or any of its interest therein, or if a receiver or trustee for an Obligor or any of its property or assets is appointed (whether privately or by court order);

10. If an involuntary proceeding shall be commenced or an involuntary application shall be filed seeking (i) liquidation, reorganization or other relief in respect of an Obligor or its debts, or of a substantial part of its assets, under any federal or provincial bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, interim receiver, trustee, custodian, sequestrator, monitor, administrator, conservator or similar official for any Obligor or for a substantial part of its assets, and in any such case, such proceeding or application shall continue undismissed or unstayed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered;

11. If any Obligor shall (i) voluntarily commence any proceeding or file any application seeking liquidation, reorganization or other relief under any federal or provincial bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or application described in paragraph 10 of this Section, (iii) apply for or consent to the appointment of a receiver, interim receiver, trustee, custodian, sequestrator, monitor, administrator, conservator or similar official for such Obligor or for a substantial part of its assets, (iv) file an answer admitting the material allegations of an application filed against it in ay such proceeding, (v) make a general assignment of benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

12. If an execution or any other process of any court becomes enforceable against an Obligor or if a distress or analogous process is initiated or levied against or upon the Property or any part thereof;

13. If an Obligor permits any sum which has been admitted as due by an Obligor or is not disputed to be due by it and which forms or is capable of being made a hypothec or charge on the Property or any part thereof in priority to the Lender’s security interest or hypothecs to remain unpaid after proceedings have been taken to enforce such hypothec or charge;

14. If an Obligor defaults in the observance or performance of any provision relating to the indebtedness or liability of such Obligor to any Person (other than the Lender) in excess of $7,500,000 which default, after the expiry of any cure period with respect thereto, results in acceleration of such indebtedness or liability before its scheduled maturity date, or such Obligor fails to pay such indebtedness or liability on its scheduled maturity date;

15. If any licence, permit or approval required by any law, regulation or governmental policy or any governmental agency or commission for the operation of the business of an Obligor or the Property shall be withdrawn or cancelled and a replacement, reinstatement or reissuance of the applicable licence, permit or approval for the operation of the business of an Obligor or the Property has not occurred within 60 days after such withdrawal or cancellation;

16. If an Event of Default (under and as defined in the amended and restated commitment letter dated of as the date hereof issued by the Lender and accepted by Vitran Express Canada Inc., as borrower, and Vitran Corporation Inc. and the Borrower, as covenantors occurs;

17. If there is any contamination placed, held, located or disposed of on, under or at the Property that exceeds the criteria related thereto set out under any Environmental Laws (as defined in the Hypothec) which is required to be remediated by any applicable Governmental Authority;

18. If any Obligor denies, to any extent, its obligations hereunder or under the other Loan Documents or if any Obligor claims that such obligations are invalid in whole or in part;

19. If any Loan Document is determined by a court of competent jurisdiction to be invalid or unenforceable by the Lender in whole or in part, or is invalidated in whole or in part and such Loan Document is not, at the request of the Lender, replaced within 30 days with a legal, valid, binding and enforceable document equivalent thereto in form and substance acceptable to the Lender; provided that such 30 day cure period shall only be available if the Obligors actively co-operate with the Lender in creating such replacement Loan Document;

20. If, at any time after execution and delivery thereof, the validity or enforceability of this Agreement or any other Loan Document is contested by an Obligor or an Obligor denies in writing that it has any or further liability or obligations under any Loan Document;

21. If the Hypothec ceases to be a valid and opposable charge, security interest or hypothec, subject to Permitted Encumbrances, and the default is not cured to the satisfaction of the Lender within 5 days, or such longer period as may be required to cure such default after the earlier of: (i) notice of such default is provided by the Lender to the Borrower; or (ii) any of the Obligors becomes aware of such default; or

22. If the Lender receives a notice of cancellation of insurance from an insurer which notice is not retracted forthwith following receipt or replacement insurance which complies with the requirements of the Lenders set out in Schedule “B” under this Commitment Letter is not put in place on or before the expiry date of coverage of such insurance.

AUTHORIZATION AND DIRECTION OF HYPOTHECATED PROCEEDS

If at the time of any advance of the Loan, there is a hypothec, security interest, or other financial encumbrance (each a “Charge”) registered or existing at the Land Registry Office against title to the Property or in the Personal and Movable Real Rights Registry which is not permitted by the Lender, the Lender may require that its counsel apply any or all of the proceeds of the advance to pay out such Charge on behalf of the Borrower by payment directly to the holder thereof. If such payout is required, the Borrower will irrevocably direct and authorize the Lender and its counsel to make such pay-out and agrees to obtain and register discharges of any such Charge as soon as possible after such pay-out provided that the executed discharge of any hypothec must be delivered in registrable form in exchange for such pay-out. In signing this Commitment Letter the Borrower authorizes the Lender to pay the balance of the Loan proceeds directly to the Borrower’s counsel.

APPLICATION OF PROCEEDS

Except as herein otherwise expressly provided, the moneys arising from the possession by the Lender of the Property or from any sale or realization of the whole or any part of the Property (except by foreclosure) pursuant to any proceedings following the occurrence of an Event of Default, whether under any sale by the Lender or by judicial proceedings or otherwise, shall be applied first to pay or reimburse to the Lender the costs, charges, expenses, advances and compensation of the Lender incurred in taking, recovering, preserving, protecting and keeping possession of the Property or generally in any other proceedings taken hereunder in connection with or to realize upon the security hereof, with interest thereon as herein provided, and all Taxes, utility charges, and other charges ranking pari passu with or in priority to the Lender’s hypothecs in the Property, and the residue of the said moneys shall be applied first in or towards payment of accrued interest due and payable, second in or towards payment of the Principal Amount due and payable, third in or towards payment of other moneys (if any) due and payable to the Lender pursuant to this Commitment Letter or any of the other Loan Documents, fourth to all Persons (if any) other than the Borrower entitled thereto by law and the surplus (if any) of such moneys shall be paid to the Borrower or its successors or assigns.

NON-MERGER

It is understood and agreed that the execution, delivery and registration of the Hypothec and any other security shall in no way extinguish this Commitment Letter or the terms and conditions hereof which shall survive and continue in full force and effect. In the case of any inconsistency or conflict between any of the provisions of the Commitment Letter and any of the provisions of the Hypothec, such inconsistency or conflict shall be resolved in the following manner:

• with regards to the granting of the immovable and movable hypothecs, the description of the hypothecated immovable and movable property and the rights and recourses of the Lender in connection with the immovable and movable hypothecs, by giving precedence to the Hypothec;

• with regards to specific payment amounts and obligations relating to the loan: by giving precedence to the Commitment Letter;

• with regards to general obligations relating to the loan and conditions precedent to the disbursement of the loan: by giving precedence to the Commitment Letter.

In the event of any conflict, inconsistency, ambiguity or difference between any provisions of this Commitment Letter and any other Loan Document, the applicable provisions of the Commitment Letter shall govern and be paramount and any such provision of the other Loan Document shall be deemed to be amended to the extent necessary to eliminate any such conflict, inconsistency, ambiguity or difference. Notwithstanding the foregoing, (i) if there is any provision set out in this Commitment Letter or any part thereof which is not set out or provided for in the other Loan Document or vice versa, such additional provision shall not constitute a conflict, inconsistency, ambiguity or difference, and (ii) a provision in this Commitment Letter and a provision in the other Loan Document shall not be considered to be inconsistent if both relate to the same subject matter and the provision in one imposes more onerous obligations or restrictions than the corresponding provision in the other document in which case the more onerous and restrictive provision, where ever contained, shall prevail.

WAIVER

The Lender’s failure to insist upon strict performance of any obligation or covenant in any Loan Document by the Borrower or to exercise any option or right herein shall not be a waiver for the future of such obligations or covenant, but the same shall remain in effect and the Lender shall have the right to insist upon strict performance by the Borrower of any and all of the terms of the Loan Documents.

INTERPRETATION OF CONTRACT

This Commitment Letter shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.

CONDITIONS

All conditions of the obligation of the Lender to make advances are imposed solely for the benefit of the Lender and its assigns and any or all of such conditions of the obligation of the Lender to make advances, may be waived in whole or in part at any time in its discretion it deems it advisable to do so.

PERSONAL INFORMATION

Quebec’s Act respecting the Protection of Personal Information in the Private Sector (the “PPIPSA”) and Canada’s Personal Information Protection and Electronic Documents Act (the “PIPEDA”) are intended to protect the confidentiality of information about an identifiable individual that is recorded in any form (“Personal Information”).

By evidence of their respective signatures to this Commitment Letter, each signatory to this Commitment Letter hereby expressly consents and authorizes the Lender to collect, use, or disclose to third parties its Personal Information as required and as permitted pursuant to the PPIPSA and the PIPEDA or other laws, for the purpose of underwriting, funding and administration. Such third parties may include mortgage loan investors, mortgage loan trustees, law firms, insurance companies, credit bureaus or other third parties involved in the mortgage loan industry.

A copy of the Lender’s privacy policy or procedures may be obtained by contacting the Lender’s Chief Privacy Officer at its Vancouver offices.

COMMITMENT NOT TRANSFERABLE OR ASSIGNABLE

This Commitment Letter may not be transferred or assigned without the Lender’s express written consent and approval not to be unreasonably withheld or delayed. Any request to transfer or assign this Commitment Letter must be in compliance with the terms of the Loan Documents and accompanied by such information and documentation as may be reasonably requested by the Lender. The Lender (and its successors and assigns) may, at its sole discretion and without notice to or the consent of the Borrower or any Covenantor(s), assign, sell or transfer the Loan, this Commitment Letter and the other Loan Documents, in whole or in part, and the Borrower and Covenantor(s) hereby consent to the disclosure by the Lender on strictly confidential basis to any such assignee, transferee or participant of all information and documentation regarding the Loan, the Property, the Borrower and the Covenantors within the possession and control of the Lender.

CONSENT TO DISCLOSURE

Each of the Borrower and Covenantor(s) acknowledges and agrees that the Loan (or securities or certificates backed by or representing any interest in the Loan or a pool of loans which includes the Loan) may be sold or securitized into the secondary market without restriction and without notice to or the consent of the Borrower or any Covenantor(s). The Lender may release, disclose, exchange, share, transfer and assign from time to time on a strictly confidential basis, as it may determine in its sole discretion, all information and materials (including financial statements and information concerning the status of the Loan, such as existing or potential Loan defaults, lease defaults or other facts or circumstances which might affect the performance of the Loan) provided to or obtained by the Lender relating to any Borrower or Covenantor(s), the Property or the Loan without restriction and without notice to or the consent of the Borrower or any Covenantor(s) as follows: (i) to any subsequent or proposed purchaser of the Loan and its third party advisors and agents, such as counsel, accountants, consultants, appraisers, credit verification sources and servicers; (ii) to any governmental authority having jurisdiction over such sale or securitization of the Loan or Loan pool or any trade of any interest in the Loan or Loan pool; and (iii) to any other Person in connection with the sale, assignment or securitization of the Loan or in connection with any collection or enforcement proceedings taken under or in respect of the Loan and/or the Loan Documents. Each of the Borrower and Covenantor(s) irrevocably consents to the collection, obtaining, release, disclosure, exchange, sharing, transfer and assignment of all such information and materials.

INFORMATION AND MATERIALS

The Borrower warrants that all information and materials, except for projections, provided or delivered to the Lender in connection with the Loan are correct and complete as of the date provided and will continue to be correct and complete on the date of advance, failing which the Lender shall have no obligation to advance the Loan. All projections provided to the Lender have been prepared in good faith based upon assumptions believed to be reasonable at the time delivered. The Borrower acknowledges that the Lender’s decision to make the Loan will be based on all such information and materials. The Borrower shall promptly disclose to the Lender from time to time any and all changes in such information and materials or any additional information or materials which may reasonably be expected to influence the Lender’s decision to make the Loan.

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

The representations, warranties, covenants and obligations of each Borrower or Covenantor(s) contained in each Loan Document shall (i) survive any advance or repayment of the Loan, any full or partial release, termination or discharge of any Loan Document, and any remedial proceedings taken by the Lender under any Loan Document or applicable law, (ii) enure to the benefit of the Lender and (iii) be fully effective and enforceable by the Lender notwithstanding any due diligence performed by or on behalf of the Lender or any breach or other information (to the contrary or otherwise) known to the Lender at any time. Such representations and warranties are deemed to be made on the date of execution of each such Loan Document and are deemed repeated as of Loan closing.

DUE ON SALE CLAUSE

1. At the sole option of the Lender, the whole of the then unpaid portion of the Principal Amount, interest thereon, all other amounts then owing to the Lender including, without limitation, the Yield Maintenance and all of the Lender costs and expenses shall forthwith become due and payable as of the date of:

(a) a direct or indirect sale, conveyance, transfer or other disposition (including the assignment, leasing or subleasing) of the whole or any portion of the Property or any interest therein (except where such sale, conveyance, transfer or other disposition is consented to by the Lender as provided for herein or in the Hypothec);

(b) a direct or indirect sale, conveyance, transfer or other disposition of any of the shares in the capital of the Borrower or a change in control of the Borrower (whether directly by the sale, transfer of shares or otherwise by way of a consolidation, merger, amalgamation or other reorganization of the Borrower or by way of the sale, conveyance, transfer or other disposition of any interest or any part thereof of the Borrower) (except where such sale, conveyance, transfer, other disposition or change of control is expressly permitted herein or in the Hypothec or is consented to by the Lender as provided for herein or in the Hypothec); or

(c) a transaction resulting in the Borrower, its undertaking and assets being transferred as an entirety or substantially as an entirety to any Person (except where such transaction is expressly permitted herein or in the Hypothec or is consented to by the Lender as provided for herein or in the Hypothec).

2. No direct or indirect sale, transfer, conveyance, or other disposition of the Property or the Borrower’s interest therein or any part or parts thereof shall, unless the Lender has expressly agreed thereto in writing, release the Borrower or any Covenantor from its obligations under this Commitment Letter or any of the other Loan Documents.

3. In the event that the Lender consents to a direct or indirect sale, transfer, conveyance, or other disposition of the Property or the Borrower’s interest therein or any part or parts thereof, such consent shall not be deemed to be a waiver of the rights to require prior written consent for future or successive transactions of similar nature. The terms of the direct or indirect sale, transfer, conveyance, or other disposition of the Property or the Borrower’s interest therein or any part or parts thereof shall also be subject to the Lender’s approval and the Lender may at its sole and absolute discretion, require the amendment of this Commitment Letter or any of the other Loan Documents.

EXPROPRIATION

In the event that the Property or any part thereof is expropriated with the result that, in the Lender’s reasonable opinion, the undertaking, property and assets of the Borrower encumbered by the Hypothec are materially and adversely affected, the Lender may, at its option, require that the whole of the then unpaid portion of Principal Amount, interest thereon, all other amounts then owing to the Lender including, without limitation, the Yield Maintenance and all of the Lender costs and expenses become due and payable as of the date of the expropriation.

AMENDMENTS TO COMMITMENT LETTER

Any waiver of any provision of this Commitment Letter and any amendment to this Commitment Letter must be in writing and signed by an authorized representative of the Borrower, the Covenantor(s) and the Lender, duly authorized for that purpose.

NOTICE

Any notice, election, demand, declaration or request which may or is required to be given or made hereunder (unless otherwise required by law) be given or made in writing and shall be deemed given if served personally upon the party for whom it is intended or if mailed by prepaid registered post or sent by facsimile addressed to the party for whom it is intended at its or their address as follows:

in the case of the Lender to it at:

CMLS Financial Ltd.

Suite 2110 – 1066 West Hastings Street

Vancouver, British Columbia V6E 3X2

Attention:        Suki Grewal

Fax:                 604-687-2118

in the case of the Borrower or a Covenantor to it at:

Expediteur T.W. Ltee.

1201 Creditstone Road

Concord, Ontario

L4K 0C2

Attention:        Fayaz D. Suleman

Fax:                 416-596-8039

and every such notice shall be deemed to have been given upon the day it was personally served or, if mailed, upon the fifth Business Day after it was mailed . Any notice made or given by facsimile on a Business Day before 5:00 p.m. (local time of the recipient) shall be conclusively deemed to have been given and received on such Business Day, and otherwise shall be conclusively deemed to have been given and received on the first Business Day following the transmittal thereof. Either party may

designate in writing a substitute address and thereafter notice shall be directed to such substituted address. In the event of a postal strike or other interruption of mail service, then all notices must be delivered personally or by telecopier to the addresses set out or such other addresses as may have been designated.

LEGAL AND OTHER COSTS

All third party costs and expenses incurred whether directly or indirectly by the Lender, whether directly or indirectly in connection with this Commitment Letter or any other Loan Documents, including without limitation reasonable legal fees and disbursements, appraisal fees, title insurance and insurance consultant’s fees, are payable by the Borrower whether or not the transaction proceeds as contemplated, and may be deducted from the proceeds of the Loan. The Borrower shall pay all reasonable costs and expenses imposed by the Lender in connection with any amendments to the Hypothec or the other Loan Documents, the discharge or assumption of the Hypothec or other hypothec, the preparation of any deed of hypothec or registration thereof, dishonoured payments or similar matters during the term of the Loan.

FUNDING REQUESTS

Once all conditions of the Commitment Letter have been met, the Lender will order funds and process all advances upon receipt of a minimum of five (5) clear Business Days’ notice prior to the intended date of funding.

COUNTERPARTS

This Commitment Letter may be executed in several counterparts, each of which shall be deemed to be an original and all counterparts, taken together, shall constitute one and the same instrument and it shall not be necessary in making proof of this Commitment Letter to produce or account for more than one such counterpart signed manually or by facsimile copy thereof.

ELECTRONIC TRANSMISSION

An electronically transmitted version of this signed Commitment Letter may be relied upon by the parties to the same extent as the original executed version.

TIME

Time shall be of the essence of this Commitment Letter.

BINDING EFFECT

Acceptance thereof shall constitute a binding contract from the date of acceptance and shall enure to the benefit of and be binding upon the successors and assigns of the parties hereto respectively and shall continue in full force and effect notwithstanding registration of the Hypothec and related securities.

LANGUAGE CLAUSE

The parties hereto have agreed and requested that this Commitment Letter and other related documents be drafted in English language only; les parties aux présentes ont exigé et demandé que cette convention et tout autre document relié soient rédigés en langue anglaise seulement.

Yours truly,

CMLS FINANCIAL LTD.

/s/ Beverly White	/s/ Suki Grewal
Beverly White	Suki Grewal
President	Manager

ACCEPTED by the Borrower this 30^th day of November, 2011.

EXPEDITEUR T.W. LTEE.

Per:	/s/ Richard E. Gaetz
I/We have the authority to bind the corporation

COVENANTOR(S)

VITRAN CORPORATION INC.

Per:	/s/ Richard E. Gaetz
I/We have the authority to bind the corporation
Per:
I/We have the authority to bind the corporation

VITRAN EXPRESS CANADA INC.

Per:	/s/ Richard E. Gaetz
I/We have the authority to bind the corporation
Print name:

Per:

I/We have the authority to bind the corporation

Print name:

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Vitran Corporation Inc.

We consent to the incorporation by reference in the registration statement (No. 333-161885) on Form S-8 and the registration statement (No. 333-162208) on Form S-3, of Vitran Corporation Inc. of our reports dated February 7, 2012, with respect to the consolidated balance sheets of Vitran Corporation Inc. as of December 31, 2011 and 2010, and the related consolidated statements of income (loss), shareholders’ equity and cash flows, for each of the years in the three-year period ended December 31, 2011, and all related financial statement schedules, and the effectiveness of internal control over financial reporting as of December 31, 2011, which reports appears in the December 31, 2011 annual report on Form 10-K of Vitran Corporation Inc.

/s/ KPMG

Chartered Accountants, Licensed Public Accountants

Toronto, Canada

February 7, 2012

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard E. Gaetz, certify that:

1. I have reviewed this Annual Report on Form 10-K of Vitran Corporation Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 9, 2012

/s/ RICHARD E. GAETZ

Richard E. Gaetz

President and

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Fayaz D. Suleman, certify that:

1. I have reviewed this Annual Report on Form 10-K of Vitran Corporation Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 9, 2012

/s/ FAYAZ D. SULEMAN

Fayaz D. Suleman

Vice President Finance and

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Vitran Corporation Inc., that, to his knowledge, the Annual Report of Vitran Corporation Inc. on Form 10-K for the year ended December 31, 2011, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of Vitran Corporation Inc.

Date:	February 9, 2012	By:	/s/ RICHARD E. GAETZ
			Richard E. Gaetz
			President and Chief Executive Officer
		By:	/s/ FAYAZ D. SULEMAN
			Fayaz D. Suleman
			Vice President Finance and Chief Financial Officer

XML

Schedule II - Valuation And Qualifying Accounts

12 Months Ended

Dec. 31, 2011

Valuation and Qualifying Accounts [Abstract]

Schedule Of Valuation And Qualifying Accounts

Schedule II—Valuation and Qualifying Accounts

Vitran Corporation Inc.

Three years ended December 31, 2011

Allowance for Doubtful Accounts
(in thousands of dollars) Description	Balance at beginning of year		Charges to costs and expenses		Deductions			Balance at end of year
Year ended December 31, 2009
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	3,768	$	1,436	$	(1,730	)	$	3,474
Year ended December 31, 2010
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	3,474	$	247	$	(968	)	$	2,753
Year ended December 31, 2011
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	2,753	$	1,020	$	(827	)	$	2,946

Deferred Tax Valuation Allowance
(in thousands of dollars) Description	Balance at beginning of year		Charges to costs and expenses		Deductions		Balance at end of year
Year ended December 31, 2009
Deferred tax asset valuation allowance	$	—	$	—	$	—	$	—
Year ended December 31, 2010
Deferred tax asset valuation allowance	$	—	$	39,644	$	—	$	39,644
Year ended December 31, 2011
Deferred tax asset valuation allowance	$	39,644	$	8,737	$	—	$	48,381

XML

Acquisition

12 Months Ended

Dec. 31, 2011

Acquisition [Abstract]

Acquisition

3. Acquisition:

On February 19, 2011, the Company acquired selected assets of Milan Express Inc.'s ("Milan") LTL business, a private carrier headquartered in Milan, Tennessee for $7.6 million. Milan added new coverage to Vitran's network in the states of Alabama, Georgia, Mississippi, North Carolina and South Carolina. The total purchase price was allocated to the fair value of tractor, trailer and other capital assets acquired. A majority of the tractors and trailers were financed by Milan with third parties. As part of the purchase, Vitran identified a third party finance company who agreed to consolidate Milan's financing and provide the Company a $6.0 million operating lease. The ownership of the assets resides with the finance company and these assets are being leased to Vitran in the form of an operating lease.

The lease meets the criteria of an operating lease pursuant to United States GAAP. The remaining $1.7 million of the purchase price was financed by the Company's revolving credit facility of which $0.1 million of cash consideration was due in six months from the closing date contingent on Vitran continuing to operate in three out of the five aforementioned states that were added to the Company's existing network. During the third quarter of 2011, the condition for payment was met and therefore the Company paid the additional consideration due. The results of operations of Milan are included as part of the LTL segment in the consolidated results of the Company commencing on February 19, 2011.

XML

Discontinued Operations

12 Months Ended

Dec. 31, 2011

Discontinued Operations [Abstract]

Discontinued Operations

2. Discontinued operations:

During 2010, the Company completed the sale of selected assets of Frontier Transport Corporation ("Frontier"), Vitran's truckload operation, which was previously a reportable segment. The proceeds from the transaction were $3.0 million plus a $0.1 million working capital adjustment.

The following table summarizes the operations for all periods presented to classify Frontier's operations as discontinued operations:

		0,000		0,000			0,000
	2011		2010			2009
Revenue	$	—	$	32,774		$	33,939
Goodwill charge	$	—	$	(4,765	)	$	—
Gain on sale of assets		—		2,203			—
Income from discontinued operations		—		30			790
Income tax recovery (expense)		—		399			(155	)
Net income (loss) from discontinued operations	$	—	$	(2,133	)	$	635

The following table summarizes the assets and liabilities from discontinued operations:

	2011		2010
Accounts receivable, net	$	—	$	1,596
Other current assets		—		87
Deferred income taxes		—		765
Deferred income taxes valuation allowance		—		(765	)
Total assets from discontinued operations	$	—	$	1,683
Accrued claims, self insurance and workers' compensation	$	—	$	1,927
Other current liabilities		61		483
Total liabilities from discontinued operations	$	61	$	2,410

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Assets
Cash and cash equivalents	$ 1,204
Accounts receivable	83,479	72,212
Inventory, deposits and prepaid expenses	11,872	9,761
Current assets of discontinued operations (note 2)		1,683
Deferred income taxes (note 9)	175	110
Total current assets	96,730	83,766
Property and equipment (note 5)	125,219	138,847
Intangible assets (note 6)	5,805	8,268
Goodwill (note 7)	14,314	14,453
Total assets	242,068	245,334
Liabilities and Shareholders' Equity
Bank overdraft		3,906
Accounts payable and accrued liabilities (note 1(r))	80,818	68,955
Income and other taxes payable	1,266	154
Current liabilities of discontinued operations (note 2)	61	2,410
Current portion of long-term debt (note 8)	6,817	19,545
Total current liabilities	88,962	94,970
Long-term debt (note 8)	67,072	49,838
Other		519
Deferred income taxes (note 9)	1,061	1,160
Shareholders' equity:
Common shares, no par value, unlimited authorized, 16,331,241 and 16,300,041 issued and outstanding in 2011 and 2010, respectively (note 10)	99,746	99,658
Additional paid-in capital	5,334	4,838
Accumulated deficit	(24,914)	(10,901)
Accumulated other comprehensive income (loss) (note 4)	4,807	5,252
Total shareholders' equity	84,973	98,847
Lease commitments (note 15)
Contingent liabilities (note 17)
Total liabilities and shareholders' equity	$ 242,068	$ 245,334

XML

Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Operations:
Net loss	$ (14,013)	$ (40,182)	$ (3,972)
Items not involving cash from operations:
Depreciation and amortization	16,398	18,410	18,966
Deferred income taxes	413	37,919	(6,972)
Loss (gain) on sale of property and equipment	1,938	(151)	(286)
Share-based compensation expense	501	574	739
Loss (income) on discontinued operations		2,133	(635)
Change in non-cash working capital components	1,366	(583)	(1,121)
Continuing operations	6,603	18,120	6,719
Discontinued operations	(666)	3,882	1,916
Net cash provided by (used in) operating activities	5,937	22,002	8,635
Investments:
Purchases of property and equipment	(8,014)	(9,287)	(5,007)
Proceeds on sale of property and equipment	8,316	1,836	1,657
Additional payments due to acquisition of subsidiary			(1,000)
Proceeds on sale of selected Frontier assets		3,011
Acquisition of business assets	(1,737)
Net cash provided by (used in) investing activities	(1,435)	(4,440)	(4,350)
Financing:
Change in revolving credit facility and bank overdraft	18,920	(1,559)	948
Repayment of long-term debt	(16,000)	(14,480)	(19,396)
Proceeds from long-term debt		3,500
Repayment of capital leases	(3,610)	(4,358)	(5,804)
Financing costs	(2,286)		(414)
Issue of common shares upon exercise of stock options	83	74	333
Issue of common shares in private placement, net			21,318
Net cash provided by (used in) financing activities	(2,893)	(16,823)	(3,015)
Effect of foreign exchange translation on cash	(405)	(739)	(1,270)
Increase in cash and cash equivalents	1,204
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year	1,204
Change in non-cash working capital components:
Accounts receivable	(11,267)	(6,819)	(3,294)
Inventory, deposits and prepaid expenses	175	1,325	711
Income and other taxes recoverable/payable	1,112	(683)	28
Accounts payable and accrued liabilities	11,346	5,594	1,434
Change in non-cash working capital components	1,366	(583)	(1,121)
Supplemental cash flow information:
Interest paid	5,104	6,471	8,957
Income taxes paid	2,410	2,553	1,758
Supplemental disclosure of non-cash transactions:
Capital lease additions	$ 1,317

XML

Employee Benefits

12 Months Ended

Dec. 31, 2011

Employee Benefits [Abstract]

Employee Benefits

16. Employee benefits:

The Company sponsors defined contribution plans in Canada and the United States. In Canada, the Company matches the employee's contribution to their registered retirement savings plan up to a maximum contribution. In the United States, the Company sponsors 401(k) savings plans. The Company matches a percentage of the employee's contribution subject to a maximum contribution. The expense related to the plans was $0.5 million for the year ended December 31, 2011 (2010 - $0.5 million; 2009 - $0.5 million).

XML

Consolidated Supplemental Schedule Of Quarterly Financial Information

12 Months Ended

Dec. 31, 2011

Consolidated Supplemental Schedule Of Quarterly Financial Information [Abstract]

Consolidated Supplemental Schedule Of Quarterly Financial Information

VITRAN CORPORATION INC.

Consolidated Supplemental Schedule of Quarterly Financial Information

(In thousands of United States dollars, except per share amounts where noted)

Years ended December 31, 2011 and 2010

2011 (Unaudited)	First quarter			Second quarter			Third quarter			Fourth quarter
Revenue:
Less-than-truckload	$	158,989		$	178,362		$	176,407		$	172,484
Supply Chain Operation		26,399			30,519			29,752			32,686
Total revenue	$	185,388		$	208,881		$	206,159		$	205,170
Income (loss) from continuing operations after depreciation and amortization	$	1,507		$	(241	)	$	(739	)	$	(4,848	)
Income (loss) from discontinued operations	$	—		$	—		$	—		$	—
Net loss from continuing operations		(224	)		(2,297	)		(3,420	)		(8,072	)
Net loss		(224	)		(2,297	)		(3,420	)		(8,072	)
Earnings (loss) per share:
Basic – continuing operations	$	(0.01	)	$	(0.14	)	$	(0.21	)	$	(0.49	)
Diluted – continuing operations		(0.01	)		(0.14	)		(0.21	)		(0.49	)
Basic – net income (loss)	$	(0.01	)	$	(0.14	)	$	(0.21	)	$	(0.49	)
Diluted – net income (loss)		(0.01	)		(0.14	)		(0.21	)		(0.49	)

2010 (Unaudited)	First quarter			Second quarter		Third quarter		Fourth quarter
Revenue:
Less-than-truckload	$	137,018		$	148,826	$	150,655	$	145,095
Supply Chain Operation		20,125			20,887		23,469		26,481
Total revenue	$	157,143		$	169,713	$	174,124	$	171,576
Income (loss) from continuing operations after depreciation and amortization	$	(290	)	$	3,958	$	4,069	$	(890	)
Income (loss) from discontinued operations	$	347		$	161	$	94	$	(2,735	)
Net income (loss) from continuing operations		(1,276	)		1,567		1,868		(40,208	)
Net income (loss)		(929	)		1,728		1,962		(42,943	)
Earnings (loss) per share:
Basic – continuing operations	$	(0.08	)	$	0.10	$	0.11	$	(2.47	)
Diluted – continuing operations		(0.08	)		0.10		0.11		(2.47	)
Basic – net income (loss)	$	(0.06	)	$	0.11	$	0.12	$	(2.63	)
Diluted – net income (loss)		(0.06	)		0.11		0.12		(2.63	)

XML

Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Significant Accounting Policies [Abstract]

Significant Accounting Policies

1. Significant accounting policies:

(a) Description of the business:

Vitran Corporation Inc. ("Vitran" or the "Company") is a North American provider of freight services and distribution solutions to a wide variety of companies and industries. Vitran offers less-than-truckload ("LTL") service throughout Canada and the United States. Vitran's supply chain operation ("SCO") offers logistics solutions in Canada and the United States, including warehousing, inventory management and flow-through distribution facilities, as well as freight brokerage services.

(b) Basis of presentation:

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated on consolidation.

These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Canadian Securities regulations allow issuers that are required to file reports with the Securities and Exchange Commission in the United States to file financial statements under United States GAAP to meet their continuous disclosure obligations in Canada. All amounts in these consolidated financial statements are expressed in United States dollars, unless otherwise stated.

(c) New accounting pronouncements:

FASB Accounting Standard Update ("ASU") No. 2011-08, Testing Goodwill for Impairment, permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. FASB ASU No. 2011-08 will be adopted by the Company on January 1, 2012.

FASB ASU No. 2011-05, Presentation of Comprehensive Income, requires entities to present net income and comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and comprehensive income. FASB has amended FASB ASU No. 2011-05 with FASB ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards No. 2011-05, which defers the effective date of certain requirements outlined in FASB ASU No. 2011-05 until further deliberated and reinstates the requirements for presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of FASB ASU No. 2011-05. FASB ASU No. 2011-05 will be adopted by the Company on January 1, 2012.

FASB ASU No. 2010-06, Improving Disclosure about Fair Value Measurements, requires enhanced disclosures about recurring and nonrecurring fair-value measurements including significant transfers in and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances and settlements on a gross basis for Level 3 fair-value measurements. FASB ASU No. 2010-06 was adopted January 1, 2010 except for the requirement to separately disclose purchases, sales, issuances and settlements of recurring Level 3 fair value measurements, which was adopted January 1, 2011.

(d) Foreign currency translation:

A majority of the Company's shareholders, customers and industry analysts are located in the United States. Accordingly, the Company has adopted the United States dollar as its reporting currency.

The United States dollar is the functional currency of the Company's operations in the United States. The Canadian dollar is the functional currency of the Company's Canadian operations.

Each operation translates foreign currency-denominated transactions into its functional currency using the rate of exchange in effect at the date of the transaction.

Monetary assets and liabilities denominated in a foreign currency are translated into the functional currency of the operation using the year-end rate of exchange giving rise to a gain or loss that is recognized in income during the current year.

The revaluation of United States dollar denominated debt held by the parent entity with a Canadian functional currency, that hedges the net investment in the Company's United States dollar denominated self-sustaining subsidiaries, is recorded to other comprehensive income. In a hedge of a net investment in self-sustaining foreign subsidiaries, the portion of the gain or loss on the hedging item that is determined to be an effective hedge is recognized in other comprehensive income and the ineffective portion is recognized in earnings. For consolidation purposes, the United States operations are translated into Canadian dollars using the current period-end rate with the resulting translation adjustment recorded in other comprehensive income. For reporting purposes, the consolidated operations are translated into United States dollars using the current rate method. Under this method, all assets and liabilities are translated at the period-end rate of exchange and all revenue and expense items are translated at the average rate of exchange for the period. The resulting translation adjustment is recorded as a separate component of shareholders' equity.

In respect of other transactions denominated in currencies other than the Canadian dollar, the monetary assets and liabilities of the Company are translated at the year-end rates. Revenue and expenses are translated at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these other transactions are recognized in income.

(e) Revenue recognition:

The Company's LTL segment and freight brokerage business unit recognize revenue upon the delivery of the related freight and direct shipment costs as incurred. For the LTL segment, revenue for transportation services not completed at the end of a reporting period is recognized based on relative transit time in each period with expenses recognized as incurred. Revenue for the SCO operation is recognized as the management services are provided.

Within the LTL business unit, revenue adjustments are estimated at the end of each quarterly reporting period. These adjustments result from several factors, including weight and freight classification verifications, shipper bill of lading errors, pricing discounts and other miscellaneous revenue adjustments. The revenue adjustments are recorded as a reduction in revenue from operations and accrued for as part of the allowance for doubtful accounts. Allowance for doubtful accounts is recorded as a contra-account to accounts receivable.

Historical experience, trends and current information are used to update and evaluate the estimate. As at December 31, 2011, revenue adjustments as a percentage of revenue were not material.

(f) Accounts receivable:

Accounts receivable are presented, net of allowance for doubtful accounts of $2.9 million at December 31, 2011 (2010 - $2.7 million).

(g) Cash and cash equivalents:

Cash and cash equivalents include cash on account and short-term investments with original maturities of three months or less and are stated at cost, which approximates market value.

(h) Inventory:

Inventory consists of tires and spare parts and is valued at the lower of average cost and replacement cost.

(i) Property and equipment:

Property and equipment are recorded at cost. Depreciation of property and equipment is provided on a straight-line basis from the date assets are put in service over their estimated useful lives as follows:

Buildings	30 - 31.5 years
Leasehold interests and improvements	Over term of lease
Vehicles:
Trailers and containers	12 years
Trucks	8 years
Machinery and equipment	5 - 10 years

Tires purchased as part of a vehicle are capitalized as a cost to the vehicle. Replacement tires are expensed when placed in service.

(j) Assets held for sale:

The Company has certain assets that are classified as assets held for sale. These assets are carried on the balance sheet at the lower of the carrying amount or estimated fair value, less cost to sell. Once an asset is classified as held for sale, there is no further depreciation taken on the asset. At December 31, 2011, the net book value of assets held for sale was approximately $3.5 million. This amount is included in property and equipment on the consolidated balance sheets. The Company recorded charges of $1.5 million for the year ended December 31, 2011 to reduce properties held for sale to estimate fair value, less cost to sell. These charges are included in loss (gain) on sale of property and equipment in the accompanying statements of consolidated income (loss).

(k) Goodwill and intangible assets:

FASB Accounting Standards Codification ("ASC") 350 requires that goodwill and certain intangible assets be assessed for impairment on an annual basis and, more frequently, if indicators of impairment exist, using fair value measurement techniques. The fair value based test involves assumptions regarding long-term future performance of the reporting units, fair value of the assets and liabilities, cost of capital rates, capital re-investment and other assumptions. Actual recovery of goodwill could differ from these assumptions based on the market conditions and other factors. In the event goodwill is determined to be impaired, a charge to earnings would be required. As at September 30, 2011, the Company completed its annual goodwill impairment test and concluded that there was no impairment.

At December 31, 2011, the Company has not identified any indicators that would require re-testing for impairment.

Intangible assets consist of not-to-compete covenants and customer relationships and are amortized on a straight-line basis over their expected lives ranging from three to eight years. During 2011 and 2010, the Company has not identified any indicators that would require testing for an impairment.

FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The determined fair value of reporting units is a Level 3 measurement.

(l) Income taxes:

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Significant judgment is required in determining whether deferred tax assets will be realized in full or in part. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the date of enactment. FASB ASC 740-10, Accounting for Uncertainty in Income Taxes, requires that uncertain tax positions are evaluated in a two-step process, whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority.

(m) Share-based compensation:

Under the Company's stock option plan, options to purchase common shares of the Company may be granted to key employees, officers and directors of the Company by the Board of Directors or by the Company's Compensation Committee. There are 841,900 options outstanding under the plan. The term of each option is 10 years and the vesting period is five years. The exercise price for options is the trading price of the common shares of the Company on The Toronto Stock Exchange on the day of the grant.

Note 10(b) provides supplemental disclosure for the Company's stock options.

(n) Advertising costs:

Advertising costs are expensed as incurred. Advertising costs amounted to $408 in 2011 (2010 - $324; 2009 - $376).

(o) Impairment of long-lived assets:

An impairment is recognized when the carrying amount of a long-lived asset to be held and used exceeds the sum of undiscounted cash flows expected from its use and disposal, and is measured as the amount by which the carrying amount of an asset exceeds its fair value. A long-lived asset should be tested when events or circumstances indicate that its carrying amount may not be recoverable. During 2011 and 2010, the Company has not identified any indicators that would require testing for an impairment.

(p) Derivative instruments:

Derivative instruments are used to hedge the Company's exposure to changes in interest rates. All derivatives are recognized on the consolidated balance sheets at fair value based on quoted market prices and are recorded in either current or non-current assets or liabilities based on their maturity. Changes in the fair values of derivatives are recorded in income or other comprehensive income, based on whether the instrument is designated as a hedge transaction and, if so, the type of hedge transaction. Gains or losses on derivative instruments reported in other comprehensive income are reclassified to income in the period the hedged item affects income. If the underlying hedged transaction ceases to exist, any associated amounts reported in other comprehensive income are reclassified into income at that time. Any ineffectiveness is recognized in income in the current year.

The Company formally documents all significant relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives to specific assets and liabilities on the balance sheet or to specific firm commitments or anticipated transactions. The Company assesses all hedging relationships to determine whether the criteria for hedge accounting are met. To qualify for hedge accounting, the hedging relationship must be appropriately documented at inception of the hedge and there must be reasonable assurance, both at the inception and throughout the term of the hedge, that the hedging relationship will be effective. Effectiveness requires a high degree of correlation of changes in fair values or cash flows between the hedged item and the hedging instrument. Effectiveness is assessed on an ongoing basis through the term of the hedge in order to determine if hedge accounting remains appropriate.

(q) Claims and insurance accruals:

Claims and insurance accruals reflect the estimated total cost of claims, including amounts for claims incurred but not reported, for cargo loss and damage, bodily injury and property damage, workers' compensation, long-term disability and group health. In Canada and the United States, the Company has self-insurance retention amounts per incident for auto liability, casualty and cargo claims. In the United States, the Company has self-insurance retention amounts per incident for workers' compensation and employee medical. In establishing these accruals, management evaluates and monitors each claim individually, and uses factors, such as historical experience, known trends and third party estimates to determine the appropriate reserves for potential liability.

(r) Accounts payable and accrued liabilities:

	2011		2010
Accounts payable	$	44,233	$	37,783
Accrued wages and benefits		9,225		6,959
Accrued claims, self-insurance and workers' compensation		11,995		9,992
Other		15,365		14,221
	$	80,818	$	68,955

(s) Deferred share units:

The Company maintains a deferred share unit ("DSU") plan for all directors. Under this plan, all directors receive units at the end of each quarter based on the market price of common shares equivalent to Cdn. $2,500.00. The Company records compensation expense and the corresponding liability each period initially for Cdn. $2,500.00 and subsequently based on changes in the market price of common shares.

In addition to the directors' DSU plan, the Company adopted a DSU plan for senior executives. Under this plan, eligible senior executives receive units at the end of each quarter based on the market price of common shares equivalent to the senior executive's entitlement. The entitlement amount varies based on the senior executive's position in the Company and the years of eligible service. The maximum entitlement amount varies between $2,500.00 and $20,000.00 per annum. The Company records compensation expense and the corresponding liability each period based on the market price of common shares.

(t) Use of estimates:

The preparation of financial statements in accordance with United States GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Significant estimates are used in determining, but not limited to, the allowance for doubtful accounts, deferred tax assets, claims and insurance accruals, share-based compensation, fair value measurements, intangible asset values and the fair value of reporting units for purposes of goodwill impairment tests. Actual results could differ from those estimates.

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2011	Dec. 31, 2010
Consolidated Balance Sheets [Abstract]
Common shares, no par value
Common shares, issued	16,331,241	16,300,041
Common shares, outstanding	16,331,241	16,300,041

XML

Computation Of Income (Loss) Per Share

12 Months Ended

Dec. 31, 2011

Computation Of Income (Loss) Per Share [Abstract]

Computation Of Income ( Loss) Per Share

11. Computation of income (loss) per share:

	2011			2010			2009
Numerator:
Net loss from continuing operations	$	(14,013	)	$	(38,049	)	$	(4,607	)
Net income (loss) from discontinued operations		—			(2,133	)		635
Net loss		(14,013	)		(40,182	)		(3,972	)
Denominator:
Basic weighted average shares outstanding		16,326,760			16,277,522			14,293,747
Dilutive stock options		—			—			87,400
Dilutive weighted average shares outstanding		16,326,760			16,277,522			14,381,147
Basic loss per share from continuing operations		(0.86	)		(2.34	)		(0.32	)
Basic income (loss) per share from discontinued operations		—			(0.13	)		0.04
Basic loss per share		(0.86	)		(2.47	)		(0.28	)
Diluted loss per share from continuing operations		(0.86	)		(2.34	)		(0.32	)
Diluted income (loss) per share from discontinued operations		—			(0.13	)		0.04
Diluted loss per share		(0.86	)		(2.47	)		(0.28	)

Diluted income per share excludes the effect of 773,900 anti-dilutive options for the year ended December 31, 2011 (2010 - 765,500; 2009 - 773,900). Due to the net loss for the years ended December 31, 2011, 2010 and 2009, the 46,100 (2010 - 84,025; 2009 - 87,400) dilutive shares have no effect on the loss per share.

XML

Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011	Feb. 09, 2012
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2011
Current Fiscal Year End Date	--12-31
Entity Registrant Name	VITRAN CORP INC
Entity Central Index Key	0000946823
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		16,331,241
Entity Public Float		$ 97,000,000

XML

Risk Management Activities

12 Months Ended

Dec. 31, 2011

Risk Management Activities [Abstract]

Risk Management Activities

12. Risk management activities:

The Company is exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading purposes.

Interest rate swaps:

The Company is exposed to interest rate volatility with regard to existing variable rate debt. The Company had entered into variable-to-fixed interest rate swaps on variable rate term debt and revolving debt to limit its exposure to changing interest rates and future cash flows for interest. The interest rate swaps provided for the Company to pay an amount equal to a specified fixed rate of interest times a notional principal amount and to receive in return an amount equal to a variable rate of interest times the same notional amount. The swaps were accounted for as cash flow hedges. The effective portions of changes in fair value of the interest rate swaps were recorded in accumulated other comprehensive income and were recognized into income in the same year in which the hedged forecasted transaction affects income. Ineffective portions of changes in fair value are recognized into income as they occur. At December 31, 2011, there were no interest rate swaps outstanding.

Effective January 1, 2008, the Company adopted FASB ASC 820-10, which provides a framework for measuring fair value under United States GAAP. As defined in FASB ASC 820-10, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that the Company believes market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable.

The Company primarily applies the income approach for recurring fair value measurements and endeavours to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs.

FASB ASC 820-10-05 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

Assets and liabilities measured at fair value on a recurring basis include the following as of December 31:

		00000		00000		00000		00000
2011	Level 1		Level 2		Level 3		Liabilities at fair value
Liabilities:
Interest rate swaps	$	—	$	—	$	—	$	—
Total liabilities	$	—	$	—	$	—	$	—

		000000		000000		000000		000000
2010	Level 1		Level 2		Level 3		Liabilities at fair value
Liabilities:
Interest rate swaps	$	—	$	519	$	—	$	519
Total liabilities	$	—	$	519	$	—	$	519

Hedges of net investment in self-sustaining operations:

United States dollar denominated debt of $0.5 million held by an entity with a Canadian dollar functional currency is designated as a hedge against the Company's exposure for a portion of its net investment in self-sustaining U.S. dollar denominated subsidiaries with a view to reducing the impact of foreign exchange fluctuations. The foreign exchange effect of both the U.S. dollar debt and the net investment in U.S. dollar denominated subsidiaries is reported in other comprehensive income. As at December 31, 2011, the Company's net investment in U.S. dollar denominated subsidiaries totalled $240.5 million (2010 - $268.9 million). No ineffectiveness has been recorded in earnings as the notional amounts of the hedging item equals the portion of the net investment balance being hedged.

The following table presents the fair value of derivative instruments for the year ended December 31:

		00000000000		00000000000		00000000000		00000000000
2011	Notional     amount		Fair value		Balance sheet     location		Gain in other comprehensive income for the year ended December 31, 2011
Interest rate swaps	$	—	$	—		—	$	519

		00000000000		00000000000		00000000000		00000000000
2010	Notional     amount		Fair value		Balance sheet     location		Gain in other comprehensive income for the year ended December 31, 2010
Interest rate swaps	$	16,000	$	519		Other liabilities	$	898

XML

Consolidated Statements Of Income (Loss) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements Of Income (Loss) [Abstract]
Revenue	$ 805,598	$ 672,556	$ 595,321
Salaries, wages and other employee benefits	308,770	263,331	256,203
Purchased transportation	130,218	112,318	89,042
Depreciation and amortization	16,398	18,410	18,966
Maintenance	36,411	28,831	27,079
Rents and leases	38,582	28,769	27,233
Purchased labour and owner operators	78,412	66,532	55,218
Fuel and fuel related expenses	134,732	89,210	67,372
Other operating expenses	64,458	58,459	55,694
Other loss (income)	1,938	(151)	(286)
Total operating expenses	809,919	665,709	596,521
Income (loss) from continuing operations before the undernoted	(4,321)	6,847	(1,200)
Interest on long-term debt	(6,804)	(7,328)	(9,510)
Interest income	1	1	14
Interest expense, net	(6,803)	(7,327)	(9,496)
Loss from continuing operations before income taxes	(11,124)	(480)	(10,696)
Income tax expense (recovery) (note 9)	2,889	37,569	(6,089)
Net loss from continuing operations	(14,013)	(38,049)	(4,607)
Discontinued operations, net of income taxes (note 2)		(2,133)	635
Net loss	$ (14,013)	$ (40,182)	$ (3,972)
Basic:
Net income (loss) from continuing operations	$ (0.86)	$ (2.34)	$ (0.32)
Discontinued operations income (loss)		$ (0.13)	$ 0.04
Net income (loss)	$ (0.86)	$ (2.47)	$ (0.28)
Diluted:
Net income (loss) from continuing operations	$ (0.86)	$ (2.34)	$ (0.32)
Discontinued operations income (loss)		$ (0.13)	$ 0.04
Net income (loss)	$ (0.86)	$ (2.47)	$ (0.28)
Weighted average number of shares:
Basic	16,326,760	16,277,522	14,293,747
Diluted	16,326,760	16,277,522	14,381,147

XML

Intangible Assets

12 Months Ended

Dec. 31, 2011

Intangible Assets [Abstract]

Intangible Assets

6. Intangible assets:

		0,000		0,000
	2011		2010
Customer relationships	$	15,840	$	15,840
Covenants not-to-compete		3,145		3,145
		18,985		18,985
Less accumulated amortization		13,180		10,717
	$	5,805	$	8,268

Amortization expense was $2.5 million in 2011 (2010 - $2.5 million). Amortization expense for the following four years is estimated to be as follows:

Year ending December 31:
2012	$	2,349
2013		1,908
2014		1,298
2015		250
	$	5,805

XML

Property And Equipment

12 Months Ended

Dec. 31, 2011

Property And Equipment [Abstract]

Property And Equipment

5. Property and equipment:

		0,000		0,000
	2011		2010
Land	$	37,352	$	38,714
Buildings		68,543		75,340
Leasehold interests and improvements		2,123		2,250
Vehicles		99,862		100,226
Machinery and equipment		31,191		28,070
		239,071		244,600
Less accumulated depreciation		113,852		105,753
	$	125,219	$	138,847

Depreciation expense was $13.9 million in 2011 (2010 - $15.9 million).

XML

Contingent Liabilities

12 Months Ended

Dec. 31, 2011

Contingent Liabilities [Abstract]

Contingent Liabilities

17. Contingent liabilities:

The Company is subject to legal proceedings that arise in the ordinary course of business. In the opinion of management, the aggregate liability, if any, with respect to these actions, will not have a material adverse effect on the consolidated financial position, results of operations or cash flows. Legal costs are expensed as incurred.

XML

Segmented Information

12 Months Ended

Dec. 31, 2011

Segmented Information [Abstract]

Segmented Information

13. Segmented information:

The Company's continuing business operations are grouped into two operating segments: LTL and SCO, which provide transportation and supply chain services in Canada and the United States.

	2011			2010			2009
Revenue:
LTL	$	686,242		$	581,594		$	519,215
SCO		119,356			90,962			76,106
Corporate office and other		—			—			—
	$	805,598		$	672,556		$	595,321
Income (loss) from continuing operations:
LTL	$	(9,399	)	$	4,570		$	(2,648	)
SCO		10,263			6,899			5,480
Corporate office and other		(5,185	)		(4,622	)		(4,032	)
	$	(4,321	)	$	6,847		$	(1,200	)
Depreciation and amortization:
LTL	$	14,807		$	16,630		$	17,266
SCO		1,429			1,662			1,598
Corporate office and other		162			118			102
	$	16,398		$	18,410		$	18,966
Capital expenditures:
LTL	$	7,563		$	8,060		$	4,371
SCO		370			1,018			576
Corporate office and other		81			209			60
	$	8,014		$	9,287		$	5,007

	2011		2010
Total assets:
LTL	$	218,407	$	214,675
SCO		22,402		27,322
Corporate office and other		1,259		3,337
	$	242,068	$	245,334

Geographic information for revenue from point of origin and total assets is as follows:

	2011		2010		2009
Revenue:
Canada	$	246,241	$	210,247	$	183,427
United States		559,357		462,309		411,894
	$	805,598	$	672,556	$	595,321

	2011		2010
Total assets:
Canada	$	79,974	$	80,260
United States		162,094		165,074
	$	242,068	$	245,334

	2011		2010
Total long-lived assets:
Canada	$	52,890	$	56,624
United States		92,448		104,944
	$	145,338	$	161,568

Long-lived assets include property and equipment, goodwill and intangible assets.

XML

Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

9. Income taxes:

Income tax expense (recovery) differs from the amount that would be obtained by applying statutory federal, state and provincial income tax rates to the respective year's income (loss) from continuing operations before income taxes as follows:

		000000000,0			000000000,0			000000000,0
	2011			2010			2009
Effective statutory federal, state and provincial income tax rate		28.25	%		31.00	%		33.00	%
Effective tax recovery on loss from continuing operations before income taxes	$	(3,143	)	$	(149	)	$	(3,530	)
Increase (decrease) results from:
Non-deductible share-based compensation expense		141			175			243
Income taxed at different rates in foreign jurisdictions		(3,776	)		(2,532	)		(3,392	)
Increase in valuation allowance		8,737			38,879			—
State and other state taxes		668			1,845			613
Unrecognized tax benefits, net		—			(1,358	)		(303	)
Other		262			709			280
Actual income tax expense (recovery)	$	2,889		$	37,569		$	(6,089	)

Income tax expense (recovery):

		000000000000		000000000000			000000000000
	2011		2010			2009
Current income tax expense (recovery):
Canada:
Federal	$	1,002	$	(589	)	$	(102	)
Provincial		698		(406	)		(94	)
United States:
Federal		—		(704	)		325
State		668		1,209			612
Other		108		140			142
		2,476		(350	)		883
Deferred income tax expense (recovery):
Canada:
Federal		243		202			(28	)
Provincial		170		140			(26	)
United States:
Federal		—		30,089			(5,729	)
State		—		7,488			(1,189	)
		413		37,919			(6,972	)
	$	2,889	$	37,569		$	(6,089	)

A summary of the principal components of deferred income tax assets and liabilities is as follows:

	2011			2010
Current deferred income tax assets:
Allowance for doubtful accounts	$	613		$	541
Accruals and reserves		3,540			2,995
Financing costs		175			110
Valuation allowance		(4,153	)		(3,536	)
	$	175		$	110
Non-current deferred income tax assets:
Financing costs	$	—		$	273
Loss carryforwards		26,695			22,561
Other timing differences		7,678			2,803
Goodwill and intangible assets		20,758			22,444
Valuation allowance		(44,229	)		(35,343	)
		10,902			12,738
Non-current deferred income tax liabilities:
Property and equipment		(7,339	)		(9,909	)
Financing costs		(106	)		—
Other		(4,518	)		(3,989	)
		(11,963	)		(13,898	)
	$	(1,061	)	$	(1,160	)

At December 31, 2011, the Company had approximately $65.0 million (2010 - $55.0 million) of net operating loss carryforwards available to reduce future years' taxable income. The net operating loss will expire between 2027 and 2031 if not utilized. As required by FASB ASC 740-10, the Company increased its valuation allowance by $8.7 million in 2011 and the valuation allowance recorded at December 31, 2011 was $48.4 million.

The Company and its subsidiaries file income tax returns in U.S. and Canadian federal jurisdictions, and various states, provinces and foreign jurisdictions. Overall, the years 2008 to 2010 remain open to examination by tax authorities.

XML

Goodwill

12 Months Ended

Dec. 31, 2011

Goodwill [Abstract]

Goodwill

7. Goodwill:

	2011			2010
Balance at January 1
Goodwill	$	124,827		$	124,487
Accumulated impairment losses		(110,374	)		(110,374	)
		14,453			14,113
Foreign exchange		(139	)		340
Balance at December 31	$	14,314			14,453
Balance at December 31
Goodwill	$	124,688		$	124,827
Accumulated impairment losses		(110,374	)		(110,374	)
	$	14,314		$	14,453

XML

Long-Term Debt

12 Months Ended

Dec. 31, 2011

Long-Term Debt [Abstract]

Long-Term Debt

8. Long-term debt:

	2011		2010
Term bank credit facilities (a)	$	3,500	$	19,500
Revolving credit facility (b)		21,910		44,071
Real estate facility (c)		44,961		—
Capital leases (d)		3,518		5,812
		73,889		69,383
Less current portion		6,817		19,545
	$	67,072	$	49,838

On November 30, 2011, the Company entered into a new three-year bank syndicated asset based revolving credit agreement providing up to $85 million. In addition, on November 30, 2011, the Company entered into a new seven-year Cdn. $45.7 million real estate term credit facility, secured by specific real estate in Canada. The proceeds from the new credit facilities were used to extinguish the previous senior term and revolving credit facilities which were to mature in July 2012. Deferred financing costs of $1.0 million related to the previous credit agreement were written off in 2011.

(a) During the previous year, the Company entered into a $3.5 million term credit facility secured by specific real estate of the Company in the United States. In 2011, the maturity date of the term credit facility was amended from July 31, 2012, which was connected to the previous senior credit facilities, to June 30, 2012. The Company had $3.5 million (2010- $3.5 million), bearing interest at 3.1% (2010- 2.8%) outstanding under the term facility at December 31, 2011.

At December 31, 2010, the Company had $16.0 million outstanding under its previous senior term credit facility, bearing interest at 5.37%.

(b) The Company's asset based revolving credit facility is secured by accounts receivable, certain equipment and general security agreements of the Company and all of its subsidiaries. The revolving credit facility provides up to $85.0 million, maturing on November 30, 2014. The Company had $21.9 million outstanding at December 31, 2011, bearing interest at 2.8% to 4.75%. The provisions of the revolving credit facility impose certain financial maintenance tests if availability falls below a certain threshold. At December 31, 2011, the Company was not required to measure these covenants.

At December 31, 2010, the Company had $44.1 million outstanding under its previous senior revolving credit facility, bearing interest at 2.8% to 4.75%.

(c) The Company's real estate term facility is secured by four transportation terminals in Canada. The real estate term facility provided Cdn. $45.7 million and matures on November 30, 2018. The Company has $45.0 million outstanding at December 31, 2011, bearing interest at 4.75%.

(d) During 2011, the Company financed certain equipment by entering into additional capital leases of $1.3 million. The Company had $3.5 million (2010 - $5.8 million) of capital leases remaining at December 31, 2011.

At December 31, 2011, the required future principal repayments on all long-term debt and capital leases are as follows:

Year ending December 31:
2012	$	6,817
2013		1,529
2014		23,183
2015		1,336
2016		1,376
Thereafter		39,648
	$	73,889

XML

Common Shares

12 Months Ended

Dec. 31, 2011

Common Shares [Abstract]

Common Shares

10. Common shares:

(a) Private placement:

During 2009, the Company completed a delayed registration private placement of 2,698,282 common shares to several accredited investors at $8.50 per share. This resulted in gross proceeds of $22.9 million to the Company before expenses of issue of $1.2 million, net of deferred income taxes of $0.4 million.

(b) Stock options:

The Company provides a stock option plan to key employees, officers and directors to encourage executives to acquire a meaningful equity ownership interest in the Company over a period of time and, as a result, reinforce executives' attention on the long-term interest of the Company and its shareholders. Under the plan, options to purchase common shares of the Company may be granted to key employees, officers and directors of the Company by the Board of Directors or by the Company's Compensation Committee. There are 841,900 options outstanding under the plan. The term of each option is 10 years and the vesting period is five years. The exercise price for options is the trading price of the common shares of the Company on The Toronto Stock Exchange on the day of the grant. The weighted average estimated fair value at the date of the grant for the options granted during 2011 was $2.96 (2010 - $5.34; 2009 - $4.61) per share.

The fair value of each option granted was estimated on the date of grant using the Black-Scholes-Merton fair value option pricing model with the following assumptions:

	2011			2010			2009
Risk-free interest rate		1.67 - 2.91	%		2.30	%		2.87	%
Volatility factor of the future expected market price of the Company's common shares		49.18 - 56.29	%		48.78	%		44.68	%
Expected life of the options		6 years			6 years			6 years

Details of stock options are as follows:

	2011					2010
	Number			Weighted average exercise price		Number			Weighted average exercise price
Outstanding, beginning of year		864,700		$	13.10		906,700		$	13.17
Granted		160,500			5.63		75,000			11.02
Forfeited		(152,100	)		15.12		(83,400	)		16.41
Exercised		(31,200	)		2.59		(33,600	)		2.20
Outstanding, end of year		841,900		$	11.70		864,700		$	13.10
Exercisable, end of year		515,700		$	13.68		569,400		$	13.54

At December 31, 2011, the range of exercise prices, the weighted average exercise price and the weighted average remaining contractual life are as follows:

	Options outstanding						Options exercisable
Range of exercise prices	Number outstanding		Weighted average remaining contractual life (years)		Weighted average exercise price		Number exercisable		Weighted average exercise price
$2.20 - $5.25		220,100		6.90	$	4.31		68,000	$	2.20
$9.80 - $18.99		621,800		5.22	$	14.31		447,700	$	15.42
$2.20 - $18.99		841,900		5.66	$	11.70		515,700	$	13.68

Compensation expense related to stock options was $501 for the year ended December 31, 2011 (2010 - $574; 2009 - $739).

XML

Lease Commitments

12 Months Ended

Dec. 31, 2011

Lease Commitments [Abstract]

Lease Commitments

15. Lease commitments:

At December 31, 2011, future minimum rental payments relating to operating leases for premises and equipment are as follows:

Year ending December 31:
2012	$	33,454
2013		27,803
2014		21,858
2015		14,931
2016		7,902
Thereafter		1,572
	$	107,520

Total rental expense under operating leases was $31.9 million for the year ended December 31, 2011 (2010 - $25.7 million; 2009 - $22.7 million).

The Company has guaranteed a portion of the residual values of certain assets under operating leases. If the market value of the assets at the end of the lease terms is less than the guaranteed residual value, the Company must, under certain circumstances, compensate the lessor for a portion of the shortfall. The maximum exposure under these guarantees is $18.6 million.

During 2011, the Company completed a sale-leaseback transaction related to a SCO facility. The transaction included the sale of the land, buildings and improvements associated with the facility for total proceeds of $6.5 million. The facility will be leased under an operating lease with a term of seven years. The gain on the sale of the property was deferred and will be amortized over the minimum term of the related lease.

XML

Consolidated Statements Of Shareholders' Equity (USD $) In Thousands, except Share data	Common Shares [Member]	Additional Paid-In Capital [Member]	Retained Earnings (Deficit) [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Balance at Dec. 31, 2008	$ 77,500	$ 3,525	$ 33,253	$ (3,035)	$ 111,243
Balance, shares at Dec. 31, 2008	13,498,159
Shares issued upon exercise of employee stock options	333				333
Shares issued upon exercise of employee stock options, shares	70,000
Shares issued in private placement	21,751				21,751
Shares issued in private placement, shares	2,698,282
Net loss			(3,972)		(3,972)
Other comprehensive loss (note 4)				5,693	5,693
Share-based compensation (note 10)		739			739
Balance at Dec. 31, 2009	99,584	4,264	29,281	2,658	135,787
Balance, shares at Dec. 31, 2009	16,266,441
Shares issued upon exercise of employee stock options	74				74
Shares issued upon exercise of employee stock options, shares	33,600
Net loss			(40,182)		(40,182)
Other comprehensive loss (note 4)				2,594	2,594
Share-based compensation (note 10)		574			574
Balance at Dec. 31, 2010	99,658	4,838	(10,901)	5,252	98,847
Balance, shares at Dec. 31, 2010	16,300,041
Shares issued upon exercise of employee stock options	88	(5)			83
Shares issued upon exercise of employee stock options, shares	31,200
Net loss			(14,013)		(14,013)
Other comprehensive loss (note 4)				(445)	(445)
Share-based compensation (note 10)		501			501
Balance at Dec. 31, 2011	$ 99,746	$ 5,334	$ (24,914)	$ 4,807	$ 84,973
Balance, shares at Dec. 31, 2011	16,331,241

XML

Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2011

Comprehensive Income (Loss) [Abstract]

Comprehensive Income (Loss)

4. Comprehensive income (loss):

The components of other comprehensive income (loss), such as changes in foreign currency translation adjustments, are required to be added to the Company's reported net income (loss), net of tax to arrive at comprehensive income (loss). Other comprehensive income (loss) items have no impact on the reported net income (loss) as presented on the consolidated statements of income (loss).

	Foreign currency translation			Interest rate swap			Total
Balance at December 31, 2008	$	(895	)	$	(2,140	)	$	(3,035	)
Other comprehensive income (loss):
Unrealized gain		6,328			1,582			7,910
Tax effect		(1,750	)		(467	)		(2,217	)
		4,578			1,115			5,693
Balance at December 31, 2009		3,683			(1,025	)		2,658
Other comprehensive income (loss):
Unrealized gain		2,458			898			3,356
Tax effect		(516	)		(246	)		(762	)
		1,942			652			2,594
Balance at December 31, 2010		5,625			(373	)		5,252
Other comprehensive income (loss):
Unrealized gain (loss)		(1,151	)		519			(632	)
Tax effect		333			(146	)		187
		(818	)		373			(445	)
Balance at December 31, 2011	$	4,807		$	—		$	4,807

	2011			2010			2009
Net loss	$	(14,013	)	$	(40,182	)	$	(3,972	)
Other comprehensive income (loss)		(445	)		2,594			5,693
Comprehensive income (loss)	$	(14,458	)	$	(37,588	)	$	1,721

XML

Financial Instruments

12 Months Ended

Dec. 31, 2011

Financial Instruments

Financial Instruments

14. Financial instruments:

The fair values of cash and cash equivalents, bank overdraft, accounts receivable and accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these financial instruments. The fair value of the Company's long-term debt, determined based on the future cash flows associated with each debt instrument discounted using an estimate of the Company's current borrowing rate for similar debt instruments of comparable maturity, is approximately equal to their carrying value at December 31, 2011 and 2010.