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, 2012

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

Aggregate market value of the registrant’s voting stock held by persons other than Directors, Officers and registered holders of 10% of the outstanding voting stock, based upon the closing price per share on June 30, 2012 was approximately $70,000,000

Number of shares of common stock outstanding as of February 19, 2013: 16,399,241

DOCUMENTS INCORPORATED BY REFERENCE

1) Portions of the Proxy Statement for the 2013 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal year ended December 31, 2012, 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.	Mine Safety Disclosures		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		33
8.	Financial Statements and Supplementary Data		33
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		60
9. A	Controls and Procedures		60
9. B	Other Information		63
PART III
10.	Directors and Executive Officers and Corporate Governance		63
11.	Executive Compensation		63
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		64
13.	Certain Relationships and Related Transactions, and Director Independence		64
14.	Principal Accounting Fees and Services		64
PART IV
15.	Exhibits, Financial Statement Schedules		64

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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 less-than-truckload surface transportation services (“LTL”) throughout Canada and in 34 states in the eastern, southeastern, central, southwestern, and western United States. These services are provided by stand-alone business units within their respective countries. 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, 2012 and 2011, the Company had revenues of $702.9 million and $686.2 million, respectively.

The Company is also a provider of supply chain services throughout Canada and the United States which operates independently of the LTL business. On February 12, 2013, Vitran signed an agreement to sell its Supply Chain Operation (“SCO”) services business to Legacy SCO Inc. (“Legacy”), an affiliate of Legacy Supply Chain, for $97.0 million in cash, subject to working capital adjustments. Legacy has obtained written commitments from certain financial institutions to provide sufficient debt financing to close the transaction. The financing is subject to customary conditions and the financial institutions’ completion of confirmatory due diligence. The sale of the SCO business is expected to close by March 1, 2013, upon completion of the Legacy financing, and is subject to customary conditions for this type of transaction.

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, 2012: 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 12 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.

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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 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 72.4% of total LTL revenues for the year ended December 31, 2012.

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 27.6% of total LTL revenues for the year ended December 31, 2012.

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 largest opportunity for growth and highest margin business, achieving a five-year compounded average growth rate of approximately 1% per annum at December 31, 2012.

Supply Chain Operation

On February 12, 2013 the Company signed an agreement to sell the shares of its operating subsidiaries that formed its SCO business to Legacy for $97.0 million in cash proceeds, subject to working capital adjustments. The sale of the SCO business is expected to close by March 1, 2013, upon completion of the Legacy financing, and is subject to customary conditions for this type of transaction. The operating results of the segment have been recorded as a discontinued operation.

Vitran’s 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. SCO’s role is to design a supply chain network for a customer, contract with the necessary suppliers, 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 and Los Angeles, so as to capitalize on international traffic flows in North America.

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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.

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 3.0% of Vitran’s revenues. At December 31, 2012, the Company employed 124 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.

EMPLOYEES

At December 31, 2012, Vitran employed approximately 5,443 full- and part-time employees and contracted with approximately 183 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.

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A total of 110 Vitran employees are represented by two labor unions, representing 2.0% 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.

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 2012, Vitran’s U.S. LTL business unit completed the process of migrating all of its U.S. LTL operations to in-cab tablet technology and real time dispatch management 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.

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.

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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, 2012), 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.

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

The announced sale of our Supply Chain Operation may not close.

We have entered into an agreement to sell the SCO business for $97.0 million in cash proceeds. Should the transaction not close it may have a material adverse effect on our business due to the uncertainty that may be created for our customers, employees and other constituents. The transaction is expected to close by March 1, 2013 but remains subject to the purchaser’s financing and certain other conditions customary for transactions of this nature.

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 may 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.

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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.

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 the 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 re-intensifies, 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.

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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, 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 operating performance initiatives could have a material adverse effect.

Operating results improvement is dependent on the successful implementation of numerous performance improvement initiatives throughout the Company. There can be no assurance that we will be successful in implementing these initiatives to improve future operating results and this could have a material adverse effect on our financial condition.

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 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 future 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 future profitability.

Our businesses in the United States and Canada are dependent on the cost and availability of terminal facilities within key markets. Shortages in the availability of existing facilities and 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.

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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 future 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.

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 and applicable Canadian regulators, 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.

10

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 2010, the FMSCA implemented CSA, a new compliance and enforcement initiative designed to monitor commercial motor vehicle safety. Under CSA, 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 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.

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 2.0% 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% 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

11

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 “climate change” 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.

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.

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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 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.

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.

13

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.

Risks Related to our Common Shares

Dividends.

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 sufficient cash resources to repay debt, to support future capital expenditure programs, to support the development of the LTL business, and for acquisitions. 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;

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• 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 our common shares. Additional risks not currently known to us or that we currently deem immaterial may also impair our operations.

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 124 facilities, 23 of which are located in Canada and 101 of which are located in the United States. The Company’s LTL segment operates 107 terminals with a total of 3,424 loading doors in the United States and with a total of 591 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
Charlotte		96	Leased
Montreal		85	Owned
Vancouver		85	Owned
Chicago		84	Leased
Pittsburgh		80	Owned
Memphis		80	Owned

SCO operates 16 facilities, five in Canada, and 11 in the United States, for major retailers in their respective markets. SCO has approximately 2.1 million square feet of warehouse and distribution space under management at December 31, 2012.

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As at December 31, 2012, the Company’s LTL operation operated 10,349 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, 2012, the Company’s LTL operation owned or leased the following equipment.

	Owned		Leased
Tractors		1,352		1,085
Trailers		4,565		2,387
Containers		483		29
Chassis		448		—
Total		6,848		3,501

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—MINE SAFETY DISCLOSURES

Not applicable.

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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, 2012, there was an unlimited number of common shares authorized and 16,399,241 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 19, 2013, there were approximately 43 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 2012 and 2011. The Board of Directors is responsible for determining the Company’s dividend policy.

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)
2012
Fourth Quarter	$	6.22	$	4.16		1,047,600	$	6.53	$	4.12		3,223,000
Third Quarter	$	6.17	$	3.60		234,800	$	6.20	$	3.64		5,777,800
Second Quarter	$	8.75	$	6.10		37,600	$	8.95	$	5.72		1,797,700
First Quarter	$	8.50	$	5.55		82,000	$	8.67	$	5.53		3,325,800
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
	TSX						NASDAQ
2012 Monthly	High		Low		Volume		High		Low		Volume
	(in Canadian dollars)						(in United States dollars)
December	$	4.88	$	4.41		1,025,200	$	5.04	$	4.33		1,218,300
November	$	5.52	$	4.16		5,100	$	5.79	$	4.12		745,600
October	$	6.22	$	4.89		17,300	$	6.53	$	4.76		1,259,100
September	$	5.85	$	3.60		157,500	$	6.00	$	3.64		2,739,600
August	$	4.75	$	3.96		55,800	$	4.64	$	3.98		1,052,100
July	$	6.17	$	4.66		21,500	$	6.20	$	4.50		1,986,100
June	$	7.32	$	6.10		6,100	$	7.09	$	5.72		433,900
May	$	8.43	$	6.64		20,700	$	8.65	$	6.37		700,200
April	$	8.75	$	7.89		10,800	$	8.95	$	7.48		663,600
March	$	8.50	$	7.64		32,200	$	8.67	$	7.50		837,400
February	$	8.31	$	6.66		19,300	$	8.31	$	6.69		1,450,100
January	$	7.22	$	5.55		30,500	$	7.39	$	5.53		1,038,300

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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		742,800	$	11.80		31,100
Equity compensation plans not approved by security holders		—		—		—
Total (1)		742,800	$	11.80		31,100

⁽¹⁾  As at December 31, 2012.

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 9 of the Consolidated Financial Statements.

Issuer Purchases of Equity Securities

None.

Recent Sales of Unregistered Securities

None.

Transfer Agents

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

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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 2012 and 2011, 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	2012			2011			2010			2009			2008
Statements of Income
Revenue	$	702,914		$	686,242		$	581,594		$	519,215		$	610,933
Impairment of goodwill(1)		—			—			—			—			107,351
Loss from continuing operations (2)		(37,852	)		(14,584	)		(52	)		(6,680	)		(103,012	)
Net loss from continuing operations(3)		(42,626	)		(20,780	)		(42,362	)		(8,720	)		(75,628	)
Net income from discontinued operations		6,651			6,767			2,180			4,748			4,403
Net loss	$	(35,975	)	$	(14,013	)	$	(40,182	)	$	(3,972	)	$	(71,225	)
Loss per share basic and diluted:
Net loss from continuing operations	$	(2.60	)	$	(1.27	)	$	(2.60	)	$	(0.61	)	$	(5.61	)
Net loss	$	(2.19	)	$	(0.86	)	$	(2.47	)	$	(0.28	)	$	(5.28	)
Weighted average number of shares		16,391,252			16,326,760			16,277,522			14,293,747			13,485,132
Balance Sheets
Assets:
Property and equipment, net	$	131,640		$	123,521		$	130,394		$	134,817		$	139,989
Intangible assets		2,707			4,773			6,954			9,170			11,401
Goodwill		5,579			5,458			5,581			5,281			5,420
Other assets		98,571			108,506			102,593			145,070			136,782
Total assets	$	238,497		$	242,258		$	245,522		$	294,338		$	293,592
Liabilities and Stockholders’ Equity:
Other liabilities	$	86,843		$	90,213		$	96,837		$	85,595		$	88,872
Long-term debt		101,997			67,072			49,838			72,956			93,477
Total stockholders’ equity	$	49,657		$	84,973		$	98,847		$	135,787		$	111,243
Total commitments under operating leases	$	88,039		$	75,777		$	47,253		$	48,440		$	27,009

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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 in 2011.

(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,
	2012			2011			2010			2009			2008
Total operating expenses	$	740,766		$	700,826		$	581,646		$	525,895		$	713,945
Goodwill impairment charge		—			—			—			—			(107,351	)
Adjusted operating expense		740,766			700,826			581,646			525,895			606,594
Revenue	$	702,914		$	686,242		$	581,594		$	519,215		$	610,933
Operating ratio (“OR”)		105.4	%		102.1	%		100.0	%		101.3	%		99.3	%

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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 the sale of the SCO business will close on or before March 1, 2013 based on the agreement signed on February 12, 2013 and that Legacy will close its financing to fund the purchase price;

• the Company’s expectation that efficiencies and optimization of technology 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 will increase in upcoming quarters as the freight mix and internal leadership in the pricing department impacts the LTL segment;

• the Company’s expectation that it will be able to reduce maintenance expense as a percentage of revenue;

• the Company’s expectation that operating initiatives implemented will continue to improve productivity and service levels within the U.S. LTL business unit;

• the Company’s expectation that fuel economy will continue to improve moderately and as a result fuel costs will decrease;

• the Company’s expectation that operational improvements within the U.S. LTL business unit will have a positive impact on future financial results;

• the Company’s expectation that activity levels will improve;

• 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, capital and operating leases 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 operational plan will improve service and efficiencies in the U.S. LTL business unit; and

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

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 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.

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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. 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.

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 premier North American transportation infrastructure in both Canada and the United States offering regional, inter-regional, national, and transborder LTL services.

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 segment 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.

On February 12, 2013, Vitran signed an agreement to sell its SCO services business to Legacy for $97.0 million in cash, subject to working capital adjustments. The sale of the SCO business is expected to close by March 1, 2013, upon completion of the purchaser’s financing, and is subject to customary conditions for this type of transaction. A portion of the proceeds from the sale will be used to fully reduce Vitran’s debt under its revolving credit facility, except for outstanding letters of credit, and to support the development of Vitran’s LTL operation. The operating results of the SCO segment have been recorded as a discontinued operation.

EXECUTIVE SUMMARY

The 2012 fiscal year marked a difficult yet extremely exciting year for Vitran. Although the Company operated through a number of challenges in its U.S. LTL business unit, a foundation has been built to recover the operating results of this business unit in 2013. Notwithstanding the U.S. LTL business unit, Vitran’s other business units prospered operationally in 2012 and as a whole, Vitran had a number of important accomplishments:

• completed the construction of a new terminal in Winnipeg, Manitoba and subsequently financed the facility by adding it to the portfolio of the Company’s Canadian real estate term credit facility;

• enhanced liquidity by obtaining a new real estate term facility secured by 18 of the Company’s U.S. transportation terminals;

• the CDN LTL business continued to post solid results in 2012;

• completed the build-up of the new U.S. LTL management and leadership team;

• introduced new enhanced technology to the U.S. LTL operations; and

• focus on North American LTL business with divestiture of SCO.

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.

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RESULTS OF OPERATIONS

2012 COMPARED TO 2011

CONSOLIDATED RESULTS

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

(in thousands of dollars)	2012			2011			2010			2012 vs 2011			2011 vs 2010
Revenue	$	702,914		$	686,242		$	581,594			2.4	%		18.0	%
Salaries, wages and employee benefits		305,033			283,363			241,200			7.6	%		17.5	%
Purchased transportation		104,447			109,133			99,222			(4.3	%)		10.0	%
Depreciation and amortization		15,435			14,969			16,748			3.1	%		(10.6	%)
Maintenance		34,201			32,217			25,603			6.2	%		25.8	%
Rents and leases		33,823			26,321			18,104			28.5	%		45.4	%
Owner operators		48,345			46,905			42,889			3.1	%		9.4	%
Fuel and fuel related expenses		135,365			130,294			87,105			3.9	%		49.6	%
Other operating expenses		64,352			55,679			50,916			15.6	%		9.4	%
Other loss (income)		(235	)		1,945			(141	)		(112.1	%)		(1,479.4	%)
Loss from continuing operations		(37,852	)		(14,584	)		(52	)		159.5	%		27,946.2	%
Interest expense, net Income tax expense (recovery)		5,417 (643	)		6,808 (612	)		7,325 34,985			(20.4 5.1	%)  %		(7.1 (101.7	%)  %)
Net loss from continuing operations		(42,626	)		(20,780	)		(42,362	)		105.1	%		(50.9	%)
Net income from discontinued operations		6,651			6,767			2,180			(1.7	%)		210.4	%
Net loss	$	(35,975	)	$	(14,013	)	$	(40,182	)		156.7	%		(65.1	%)
	2012			2011			2010			2012 vs 2011			2011 vs 2010
Loss per share:
Basic and diluted – continuing operations	$	(2.60	)	$	(1.27	)	$	(2.60	)		104.7	%		(51.2	%)
Basic and diluted – net loss	$	(2.19	)	$	(0.86	)	$	(2.47	)		154.7	%		(65.2	%)
Operating ratio(1)		105.4	%		102.1	%		100.0	%

Financial Overview

Revenue increased by 2.4% to $702.9 million in 2012 from $686.2 million in 2011. Revenue for the 2012 year was impacted by a stronger Canadian dollar and an increase in fuel surcharge revenue accounting for approximately $2.8 million of the revenue improvement. Excluding the impact of fuel surcharge revenue and a stronger Canadian dollar, 2012 revenue compared to 2011 improved 2.0%. Shipments and tonnage increased 1.8% and 0.5% respectively compared to 2011.

Salaries, wages and employee benefits increased 7.6% to $305.0 million for 2012 compared to $283.4 million in 2011. This compares with a 1.1% increase in employee headcount compared to 2011. 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, therefore, the full impact of the 5% wage increase is included for a full year in 2012. In addition, the Company has increased wage rates in certain parts of the U.S. to attract and retain drivers. Salary, wages and employee benefit expenses in 2013 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.

Purchased transportation decreased 4.3% in 2012 compared to 2011 due to a decrease in the use of purchased transportation in the U.S. LTL business unit. The revamped linehaul structure in the U.S., along with a concerted effort to reduce purchased miles, decreased purchased transportation costs during the year compared to 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 increased 3.1% for 2012 compared to 2011, and is primarily attributable to the purchase of rolling stock, dock equipment and buildings in 2012. The Company expects to purchase more rolling stock as financial performance improves and therefore expects depreciation expense to increase in coming years.

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Maintenance expense increased 6.2% to $34.2 million for 2012 compared to $32.2 million for 2011. As a percentage of revenue, maintenance expense increased to 4.9% compared to 4.7% for 2011. However, on a sequential basis maintenance expense as a percentage of revenue was comparable in the fourth quarter of 2012 compared to the third quarter of 2012. Management is focused on reducing this expense and it is management’s expectation that the Company will reduce its maintenance costs as a percentage of revenue in future periods.

Rents and leases expense increased 28.5% for 2012 compared to 2011. The increase is attributable to the 400 new tractors received in 2011, 200 new tractors received by the U.S. LTL business unit in 2012 and 950 new trailers received in 2012 within the LTL segment.

Owner operator expenses increased 3.1% for 2012 compared to 2011, driven by the increase in owner operator expenses in the Canadian LTL business unit due to increased activity levels compared to 2011.

Fuel and fuel-related expenses increased 3.9% for 2012 compared to 2011. The average price of diesel increased approximately 2.8% in 2012 compared 2011. Furthermore, the Company’s fuel consumption increased due to the increase in activity as indicated by the 1.8% increase in shipments within the LTL segment. Management expects to receive moderately improved fuel economy from improved operating practices in future periods.

The Company incurred net interest expense of $5.4 million in 2012 compared to interest expense of $6.8 million in 2011. Included in interest expense in 2011 is $1.0 million of deferred financing costs that were written off related to the previous senior term and revolving credit facilities. The Company’s balance sheet debt net of cash at December 31, 2012 is $32.4 million greater than December 31, 2011. However, the Company’s interest rate spread on its revolving and term debt was on average 44 basis points less than 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. As required by this standard, the Company increased the valuation allowance by $15.5 million, which would have been the tax recovery attributable to the Company’s U.S. based companies for 2012. Consequently, the Company recorded a consolidated tax recovery of $0.6 million in 2012. 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 $42.6 million for 2012 compared to a net loss from continuing operations of $20.8 million in 2011. This resulted in basic and diluted loss per share from continuing operations of $2.60 for the current year compared to a loss per basic and diluted share from continuing operations of $1.27 in 2011. Income from discontinued operations was $6.7 million in 2012 compared to $6.8 million in 2011. Therefore, the Company posted a net loss of $36.0 million for 2012 compared to a net loss of $14.0 million in 2011. This resulted in a basic and diluted loss per share of $2.19 for the current year compared to a loss per basic and diluted share of $0.86.

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 was 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 was adopted by the Company on January 1, 2012.

FASB ASU No. 2011-04, Fair Value Measurement, provides guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with GAAP and International Financial Reporting Standards. The new standard requires the Company to report the level in the fair value hierarchy of assets and liabilities not measured at fair value on the balance sheet, but for which the fair value is disclosed, and to expand existing disclosures. FASB ASU No. 2011-04 was adopted by the Company on January 1, 2012.

FASB ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” requires expanded disclosures for amounts reclassified out of accumulated other comprehensive income by component. The guidance requires the presentation of amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, a cross-reference to other disclosures that provide additional detail about those amounts is required. The guidance is to be applied prospectively for reporting periods beginning after December 15, 2012. The new guidance affects disclosures only and will have no impact on the Company’s results of operations or financial position.

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Operations Overview

	2012		2011		2010		2012 vs 2011			2011 vs 2010
Number of shipments(2)		4,374,202		4,295,432		3,946,952		1.8	%		8.8	%
Weight (000s of lbs)(3)		6,432,070		6,402,437		5,867,822		0.5	%		9.1	%
Revenue per shipment(4)	$	160.70	$	159.76	$	147.35		0.6	%		8.4	%
Revenue per hundredweight(5)	$	10.93	$	10.72	$	9.91		2.0	%		8.2	%

Shipments per day in the U.S. LTL business unit increased 2.0% for 2012 compared to 2011, however, decreased 8.4% in the fourth quarter of 2012 compared to the same quarter a year ago. This is attributable to softness in the U.S. market and management’s internal focus on improving operations in the U.S. LTL business unit. On a year-over-year basis, 2012 compared to 2011, average length of haul increased 1.0% and average revenue per hundredweight increased 1.9%. Management expects the revenue per hundredweight to increase in the upcoming quarters as the pricing environment continues to favor LTL carriers in the North American market place.

The U.S. LTL business unit had a challenging year operationally in 2012 and did not perform to management’s expectations. However, the focus in 2012 was on creating a management structure, operational improvements and technological enhancements, the purpose being to lay a foundation for operating results improvements in 2013.

There were a number of important initiatives completed in 2012. First, the U.S. LTL business unit added key personnel to leadership positions throughout the organization. This initiative was completed in August 2012 with a number of experienced executives joining the leadership team. Second, the restructuring of the business unit’s linehaul network was also completed during the year. This initiative has positively resulted in reduced miles, increase in weight per trailer and improved efficiencies in some key areas of operations. Third, is the technology introduction into the business unit throughout 2012. The customer experience has been greatly improved with the introduction of tablet technology to the pick-up and delivery team and an improved dispatch interface. In addition, new technology was introduced to the operations team in the fourth quarter of 2012 to continue to improve operating efficiencies and customer service levels. The technology has given the leadership team visibility into operations to accurately measure and optimize processes, and in combination with all the initiatives completed and underway, forms the foundation for improved operating efficiencies and customer service levels.

The Canadian LTL business unit posted a solid 2012 benefiting from a strong Canadian economy and a stable operation compared to the U.S. LTL business unit.

It is management’s expectation that as the use of the new technology is optimized, the U.S. LTL business unit gains traction from a new operations leadership group and the adoption of all the new systems and processes, the Company will improve customer service levels, sales and operating efficiency. Lastly, management believes that with additional density gains, continued momentum in the North American pricing environment, combined with a continued focus on operational improvements, the LTL segment is well positioned to improve income from operations over the long-term.

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RESULTS OF OPERATIONS

2011 COMPARED TO 2010

CONSOLIDATED RESULTS

Financial Overview

Revenue increased by 18.0% to $686.2 million in 2011 from $581.6 million in 2010. Revenue for the 2011 year was impacted by a stronger Canadian dollar and an increase in fuel surcharge revenue accounting for approximately $48.4 million of the consolidated revenue improvement. Excluding the impact of fuel surcharge revenue and a stronger Canadian dollar, 2011 revenue compared to 2010 improved 9.7%. 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.

Salaries, wages and employee benefits increased 17.5% to $283.4 million for 2011 compared $241.2 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.

Purchased transportation increased 10.0% 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.

Depreciation and amortization expense declined 10.6% 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.

Maintenance expense increased 25.8% to $32.2 million for 2011 compared to $25.6 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 4.7% compared to 4.4% for 2010.

Rents and leases expense increased 45.4% 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.

Owner operator expenses increased 9.4% for 2011 compared to 2010, attributable to the increase in owner operator expenses in the Canadian LTL business unit as a result of increased activity levels compared to 2010.

Fuel and fuel-related expenses increased 49.6% 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.

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

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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.

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 recovery of $0.6 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 $20.8 million for 2011 compared to a net loss from continuing operations, including the aforementioned tax valuation allowance, of $42.4 million in 2010. This resulted in basic and diluted loss per share from continuing operations of $1.27 for the current year compared to a loss per basic and diluted share from continuing operations of $2.60 in 2010. Income from discontinued operations was $6.8 million in 2011 compared to $2.2 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.

Operations Overview

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%.

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. Higher than expected workers’ compensation and healthcare expense also negatively impacted results in the fourth quarter of 2011 and the year.

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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.

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 consumed $16.2 million in 2012 compared to $3.2 million in 2011. The Company generated an increased net loss from continuing operations in 2012 compared to 2011. Accounts receivable, the critical influencer for working capital changes at a transportation company, decreased at December 31, 2012 compared to December 31, 2011 due to a decrease in fourth quarter revenue and increased collections compared to the same period in 2011. The Company’s average days sales outstanding (“DSO”) improved to 39.3 days compared to 40.0 days at December 31, 2011.

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 12, 2013, the Company reached an agreement to sell its SCO business to Legacy for U.S. $97.0 million in cash, subject to certain working capital adjustments. The sale is expected to close March 1, 2013, upon completion of the purchaser’s financing, and is subject to customary conditions for this type of transaction. Vitran intends to use a portion of the net proceeds from this transaction to fully reduce its outstanding debt under its senior revolving credit facility, and will have approximately $50.0 million of remaining cash on the balance sheet.

On October 31, 2012, the Company added the newly constructed Winnipeg, MB facility to its Canadian real estate term facility. The proceeds to the Company were Cdn. $5.5 million at a fixed interest rate of 4.3% and 25-year amortization. The new drawdown will mature commensurate with the existing Canadian real estate term facility on November 30, 2018.

In the fourth quarter of 2012 Vitran received a commitment for up to a $33.0 million U.S. real estate term facility secured by specific real estate in the United States subject to customary due diligence including environmental assessments. On December 28, 2012, Vitran entered into the first 15 year U.S. real estate term facility for $16.8 million, secured by 18 of the U.S transportation facilities. The new U.S. real estate term facility has an average fixed interest rate of 4.875% adjusted every three to five years and a 15 year amortization period. On January 22, 2013, the Company entered into a second 15 year U.S. real estate term facility for $7.0 million, secured by an additional seven of the U.S. transportation facilities on the same aforementioned terms.

At December 31, 2012, interest-bearing debt was $105.3 million consisting of $31.7 million drawn under the syndicated asset based revolving credit facility, $67.3 million of real estate term debt and $6.3 million of capital leases. 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.

During the year, the Company repaid $4.5 million of term debt, $3.0 million of capital leases and drew down $9.8 million under its revolving credit facilities. At December 31, 2012, the Company had $19.0 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 $2.2 million in proceeds and a gain of $0.2 million, on the divestiture of surplus facilities in Springfield, MS; Louisville, KY; Toledo, OH; and Flint, MI, as well as miscellaneous equipment throughout the year. Capital expenditures amounted to $22.4 million for 2012 and were primarily funded out of proceeds from the Winnipeg real estate term facility, capital leases and the revolving credit facility. The capital expenditures in 2012 were for a facility in Memphis, TN, construction of the Winnipeg, MB facility, rolling stock, dock equipment and information technology expenditures.

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The table below sets forth the Company’s capital expenditures for the years ended December 31, 2012, 2011 and 2010.

(in thousands of dollars)	Year ended December 31,
	2012		2011		2010
Real estate and buildings	$	8,644	$	4,647	$	4,954
Tractors		5,841		1,081		722
Trailing fleet		1,921		250		1,141
Information technology		943		913		331
Leasehold improvements		1,286		254		326
Other equipment		3,764		1,815		796
Total	$	22,399	$	8,960	$	8,270

Management estimates that cash capital expenditures for the 2013 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 $19.0 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, 2012:

(in thousands of dollars)			Payments due by period
Contractual Obligations	Total		2013		2014 & 2015		2016 & 2017		Thereafter
Real estate facility		67,287		1,877		4,167		4,574		56,669
Revolving credit facilities		31,750		Nil		31,750		Nil		Nil
Capital lease obligations		6,299		1,462		2,514		1,956		367
Estimated interest payments (1)		22,764		4,353		7,293		5,719		5,399
Sub-total	$	128,100	$	7,692	$	45,724	$	12,249	$	62,435
Off-balance sheet commitments
Operating leases		88,039		26,698		39,782		16,145		5,414
Total contractual obligations	$	216,139	$	34,390	$	85,506	$	28,394	$	67,849

(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, 2012 was used to determine the total interest obligation.

In addition to the above-noted contractual obligations, as at December 31, 2012 the Company utilized the revolving credit facility for standby letters of credit of $21.1 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 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 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 cash from the pending sale of the SCO business, and available revolving credit facilities, will be sufficient to fund operating and capital requirements as well as service the contractual obligations.

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OUTLOOK

The 2012 fiscal year was another challenging year for the Company, however, also at the same time an exciting year for the organization as the foundation has been laid for future success. Management expects to close the sale of SCO by March 1, 2013 which will strengthen the balance sheet of Vitran.

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. The new management team has executed on many initiatives and continues to implement many more projects to improve service, productivity and efficiency of the operation. Executing on these plans will allow management to expand revenue through increased pricing and density.

Management is optimistic, should the U.S. LTL business unit successfully execute its operational plan, activity levels and pricing initiatives continue to improve, that the Company is positioned to improve operating results in the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Revenue Recognition

The Company’s LTL operations recognize revenue upon the delivery of the related freight and direct shipment costs as incurred. 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. 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 include allowance for doubtful accounts. At December 31, 2012, the allowance for doubtful accounts was $2.5 million or approximately 3.6% 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

30

$350,000 self-insurance retention (“SIR”) per incident for auto liability, casualty and cargo claims. In the United States, the Company has a $500,000 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 assessing 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. In the event goodwill is determined to be impaired, a charge to earnings would be required. As at September 30, 2012, 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

31

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 $63.9 million was recorded at December 31, 2012. 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.

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.

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.

32

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			2013			2014 & 2015			2016 & 2017			Thereafter
Variable Rate
Revolving credit facility		31,750			Nil			31,750			Nil			Nil
Average interest rate (LIBOR based)		2.96	%					2.96	%
Fixed Rate
Real estate facility		67,287			1,877			4,167			4,574			56,669
Interest Rate		4.75	%		4.75	%		4.75	%		4.75	%		4.75	%
Capital lease obligations		6,299			1,462			2,514			1,956			367
Average interest rate		6.15	%		6.15	%		6.15	%		6.15	%		6.15	%
Total	$	105,336		$	3,339		$	38,431		$	6,530		$	57,036

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 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 $8.5 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 of December 31, 2012 and 2011 and the Consolidated Statements of Income (Loss), Comprehensive Income (Loss), Shareholders’ Equity and Cash Flows for the years ended December 31, 2012, 2011 and 2010, are reported on by KPMG LLP, Chartered Accountants. These statements are prepared in accordance with United States GAAP.

33

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 will appear in the Company’s proxy statement for the 2013 Annual Meeting of its Shareholders, which is anticipated to be filed with the SEC within 120 days following the end of the fiscal year ended December 31, 2012, and the information therein is incorporated herein by reference.

34

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, 2012 and December 31, 2011, and the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedules 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 and financial statement schedules 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Vitran Corporation Inc. as of December 31, 2012 and December 31, 2011, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

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, 2012, 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 19, 2013 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 19, 2013

35

VITRAN CORPORATION INC.

Consolidated Balance Sheets

(Amounts in thousands of United States dollars)

December 31, 2012 and 2011

	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	233		$	1,204
Accounts receivable		65,291			73,439
Inventory, deposits and prepaid expenses		10,131			10,819
Current assets of discontinued operations (note 2)		11,436			11,093
Deferred income taxes (note 8)		92			175
Total current assets		87,183			96,730
Property and equipment (note 4)		131,640			123,521
Intangible assets (note 5)		2,707			4,773
Goodwill (note 6)		5,579			5,458
Long-term assets of discontinued operations (note 2)		11,388			11,776
Total assets	$	238,497		$	242,258
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities (note 1(r))	$	67,744		$	66,378
Income and other taxes payable		517			912
Current liabilities of discontinued operations (note 2)		14,068			14,855
Current portion of long-term debt (note 7)		3,339			6,817
Total current liabilities		85,668			88,962
Long-term debt (note 7)		101,997			67,072
Deferred income taxes (note 8)		1,175			1,251
Shareholders’ equity:
Common shares, no par value, unlimited authorized, 16,399,241 and 16,331,241 issued and outstanding in 2012 and 2011, respectively (note 9)		99,954			99,746
Additional paid-in capital		5,708			5,334
Accumulated deficit		(60,889	)		(24,914	)
Accumulated other comprehensive income		4,884			4,807
Total shareholders’ equity		49,657			84,973
Lease commitments (note 14)
Contingent liabilities (note 16)
Subsequent events (note 17)
Total liabilities and shareholders’ equity	$	238,497		$	242,258

See accompanying notes to consolidated financial statements.

36

VITRAN CORPORATION INC.

Consolidated Statements of Income (Loss)

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

Years ended December 31, 2012, 2011 and 2010

	2012			2011			2010
Revenue	$	702,914		$	686,242		$	581,594
Salaries, wages and other employee benefits		305,033			283,363			241,200
Purchased transportation		104,447			109,133			99,222
Depreciation and amortization		15,435			14,969			16,748
Maintenance		34,201			32,217			25,603
Rents and leases		33,823			26,321			18,104
Owner operators		48,345			46,905			42,889
Fuel and fuel related expenses		135,365			130,294			87,105
Other operating expenses		64,352			55,679			50,916
Other loss (income)		(235	)		1,945			(141	)
		740,766			700,826			581,646
Loss from continuing operations before the undernoted		(37,852	)		(14,584	)		(52	)
Interest on long-term debt		(5,417	)		(6,809	)		(7,328	)
Interest income		—			1			3
		(5,417	)		(6,808	)		(7,325	)
Loss from continuing operations before income taxes		(43,269	)		(21,392	)		(7,377	)
Income tax expense (recovery) (note 8)		(643	)		(612	)		34,985
Net loss from continuing operations		(42,626	)		(20,780	)		(42,362	)
Discontinued operations, net of income taxes (note 2)		6,651			6,767			2,180
Net loss	$	(35,975	)	$	(14,013	)	$	(40,182	)
Income (loss) per share:
Basic and Diluted:
Loss from continuing operations	$	(2.60	)	$	(1.27	)	$	(2.60	)
Discontinued operations income		0.41			0.41			0.13
Net loss		(2.19	)		(0.86	)		(2.47	)
Weighted average number of shares:
Basic		16,391,252			16,326,760			16,277,522
Diluted		16,391,252			16,326,760			16,277,522

See accompanying notes to consolidated financial statements.

37

VITRAN CORPORATION INC.

Consolidated Statements of Comprehensive Income (loss)

(Amounts in thousands of United States dollars)

Years ended December 31, 2012, 2011 and 2010

	2012			2011			2010
Net loss	$	(35,975	)	$	(14,013	)	$	(40,182	)
Other comprehensive income (loss):
Change in foreign currency translation adjustment (net of income tax expense (recovery) of ($7), ($333) and $516 for the years ended December 31, 2012, 2011 and 2010, respectively)		77			(818	)		1,942
Change in unrealized fair value of derivatives designated as cash flow hedges (net of income tax expense of $146 and $246 for the years ended December 31, 2011 and 2010, respectively)		—			373			652
Other comprehensive income (loss)	$	77		$	(445	)	$	2,594
Comprehensive loss	$	(35,898	)	$	(14,458	)	$	(37,588	)

See accompanying notes to consolidated financial statements.

38

VITRAN CORPORATION INC.

Consolidated Statements of Shareholders’ Equity

(Amounts in thousands of United States dollars)

Years ended December 31, 2012, 2011 and 2010

	Common shares				Additional paid-in capital			Accumulated deficit			Accumulated Other comprehensive income (loss)			Total shareholders’ equity
	Number		Amount
December 31, 2011		16,331,241	$	99,746	$	5,334		$	(24,914	)	$	4,807		$	84,973
Shares issued upon exercise of employee stock options		68,000		208		(57	)		—			—			151
Net loss		—		—		—			(35,975	)		—			(35,975	)
Other comprehensive income		—		—		—			—			77			77
Share-based compensation (note 9)		—		—		431			—			—			431
December 31, 2012		16,399,241	$	99,954	$	5,708		$	(60,889	)	$	4,884		$	49,657
	Common shares				Additional paid-in capital			Accumulated 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		—		—		—			—			(445	)		(445	)
Share-based compensation (note 9)		—		—		501			—			—			501
December 31, 2011		16,331,241	$	99,746	$	5,334		$	(24,914	)	$	4,807		$	84,973
	Common shares				Additional paid-in capital			Retained Earnings (accumulated) 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 income		—		—		—			—			2,594			2,594
Share-based compensation (note 9)		—		—		574			—			—			574
December 31, 2010		16,300,041	$	99,658	$	4,838		$	(10,901	)	$	5,252		$	98,847

See accompanying notes to consolidated financial statements.

39

VITRAN CORPORATION INC.

Consolidated Statements of Cash Flows

(Amounts in thousands of United States dollars)

Years ended December 31, 2012, 2011 and 2010

	2012			2011			2010
Cash provided by (used in):
Operations:
Net loss	$	(35,975	)	$	(14,013	)	$	(40,182	)
Items not involving cash from operations:
Depreciation and amortization		15,435			14,969			16,748
Deferred income taxes		10			288			38,419
Loss (gain) on sale of property and equipment		(235	)		1,945			(141	)
Share-based compensation expense		431			501			574
Income on discontinued operations		(6,651	)		(6,767	)		(2,180	)
Change in non-cash working capital components		10,787			(122	)		88
Continuing operations		(16,198	)		(3,199	)		13,326
Discontinued operations		6,812			9,136			8,676
		(9,386	)		5,937			22,002
Investments:
Purchases of property and equipment		(16,654	)		(7,644	)		(8,269	)
Proceeds on sale of property and equipment		2,200			1,808			1,800
Proceeds on sale of selected Frontier assets		—			—			3,011
Acquisition of business assets		—			(1,737	)		—
Continuing operations		(14,454	)		(7,573	)		(3,458	)
Discontinued operations		(883	)		6,138			(982	)
		(15,337	)		(1,435	)		(4,440	)
Financing:
Change in revolving credit facility and bank overdraft		9,830			18,920			(1,559	)
Repayment of long-term debt		(4,490	)		(16,000	)		(14,480	)
Proceeds from long-term debt		22,299			—			3,500
Repayment of capital leases		(2,968	)		(3,610	)		(4,358	)
Financing costs		(980	)		(2,286	)		—
Issue of common shares upon exercise of stock options		151			83			74
		23,842			(2,893	)		(16,823	)
Effect of foreign exchange translation on cash		(90	)		(405	)		(739	)
Increase (decrease) in cash and cash equivalents		(971	)		1,204			—
Cash and cash equivalents, beginning of year		1,204			—			—
Cash and cash equivalents, end of year	$	233		$	1,204		$	—
Change in non-cash working capital components:
Accounts receivable	$	8,148		$	(9,989	)	$	(4,475	)
Inventory, deposits and prepaid expenses		1,668			601			1,118
Income and other taxes payable		(395	)		613			(165	)
Accounts payable and accrued liabilities		1,366			8,653			3,610
	$	10,787		$	(122	)	$	88
Supplemental cash flow information:
Interest paid	$	4,452		$	5,104		$	6,471
Income taxes paid		3,677			2,410			2,553
Supplemental disclosure of non-cash transactions:
Capital lease additions		5,745			1,317			—

See accompanying notes to consolidated financial statements.

40

VITRAN CORPORATION INC.

Notes to Consolidated Financial Statements

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

Years ended December 31, 2012, 2011 and 2010

1. Significant accounting policies:

(a) Description of the business:

Vitran Corporation Inc. (“Vitran” or the “Company”) is a North American provider of freight services to a wide variety of companies and industries. Vitran offers less-than-truckload (“LTL”) services throughout Canada and the United States.

The Company has entered into an agreement to sell its Supply Chain Operation (“SCO”) segment for cash proceeds of $97.0 million with an expected closing date of March 1, 2013. Further details of the sale are set out in Note 17, “Subsequent events”. As a result of the sale arrangement, the operating results of this segment have been recorded as a discontinued operation. A portion of the proceeds from the sale will be used to fully reduce the Company’s debt under its revolving credit facility, except for outstanding letters of credit, and to support the development of the Company’s LTL business.

(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 was 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 was adopted by the Company on January 1, 2012.

FASB ASU No. 2011-04, Fair Value Measurement, provides guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with GAAP and International Financial Reporting Standards. The new standard requires the Company to report the level in the fair value hierarchy of assets and liabilities not measured at fair value on the balance sheet, but for which the fair value is disclosed, and to expand existing disclosures. FASB ASU No. 2011-04 was adopted by the Company on January 1, 2012.

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, 2012, 2011 and 2010

1. Significant accounting policies (continued):

FASB ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” requires expanded disclosures for amounts reclassified out of accumulated other comprehensive income by component. The guidance requires the presentation of amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, a cross-reference to other disclosures that provide additional detail about those amounts is required. The guidance is to be applied prospectively for reporting periods beginning after December 15, 2012. The new guidance affects disclosures only and will have no impact on the Company’s results of operations or financial position.

(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 recognizes revenue upon the delivery of the related freight and direct shipment costs as incurred. 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.

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.

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, 2012, 2011 and 2010

1. Significant accounting policies (continued):

Historical experience, trends and current information are used to update and evaluate the estimate. As at December 31, 2012, revenue adjustments as a percentage of revenue were not material.

(f) Accounts receivable:

Accounts receivable are presented, net of allowance for doubtful accounts of $2.5 million at December 31, 2012 (2011 - $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 fair 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, 2012, the net book value of assets held for sale was approximately $2.1 million (2011 - $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 estimated fair value less cost to sell. These charges are included in other loss (income) in the accompanying statements of consolidated income (loss).

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, 2012, 2011 and 2010

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. In the event goodwill is determined to be impaired, a charge to earnings would be required. FASB 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. As at September 30, 2012, the Company completed its annual goodwill impairment test and concluded that there was no impairment. At December 31, 2012, 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 2012 and 2011, the Company has not identified any indicators that would require testing for an impairment.

(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 742,800 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 9, “Common shares” provides supplemental disclosure for the Company’s stock options.

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, 2012, 2011 and 2010

1. Significant accounting policies (continued):

(n) Advertising costs:

Advertising costs are expensed as incurred. Advertising costs amounted to $264 in 2012 (2011 - $397; 2010 - $301).

(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 2012 and 2011, the Company has not identified any indicators that would require testing for an impairment.

(p) Derivative instruments:

Derivative instruments 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.

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, 2012, 2011 and 2010

1. Significant accounting policies (continued):

(r) Accounts payable and accrued liabilities:

	2012		2011
Accounts payable	$	35,697	$	36,083
Accrued wages and benefits		7,350		8,018
Accrued claims, self-insurance and workers’ compensation		14,261		10,592
Other		10,436		11,685
	$	67,744	$	66,378

(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.

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, 2012, 2011 and 2010

2. Discontinued operations:

On February 12, 2013, the Company reached an agreement to sell its SCO division, which was previously a reportable segment. The sale of the SCO segment is expected to close by March 1, 2013. Refer to Note 17, “Subsequent events”.

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 SCO and Frontier’s operations as discontinued operations:

	2012			2011			2010
Revenue	$	119,743		$	119,356		$	123,736
Goodwill charge	$	—		$	—		$	(4,765	)
Gain on sale of assets		—			—			2,203
Income from discontinued operations		10,035			10,268			6,927
Income tax expense		(3,384	)		(3,501	)		(2,185	)
Net income from discontinued operations	$	6,651		$	6,767		$	2,180

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

	2012			2011
Accounts receivable	$	10,284		$	10,040
Income and other taxes recoverable		120			—
Deposits and prepaid expenses		1,032			1,053
Property and equipment		1,635			1,698
Intangible assets		750			1,032
Goodwill		8,872			8,856
Deferred income taxes		159			190
Deferred income taxes valuation allowance		(28	)		—
Total assets from discontinued operations	$	22,824		$	22,869
Accounts payable and accrued liabilities	$	14,068		$	14,501
Income and other taxes payable		—			354
Total liabilities from discontinued operations	$	14,068		$	14,855

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, 2012, 2011 and 2010

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.

4. Property and equipment:

	2012		2011
Land	$	37,782	$	37,352
Buildings		76,347		68,543
Leasehold interests and improvements		1,651		1,106
Vehicles		100,337		98,452
Machinery and equipment		28,419		24,843
		244,536		230,296
Less accumulated depreciation		112,896		106,775
	$	131,640	$	123,521

Depreciation expense was $13.3 million in 2012 (2011 - $12.8 million).

5. Intangible assets:

	2012		2011
Customer relationships	$	13,840	$	13,840
Covenants not-to-compete		2,985		2,985
		16,825		16,825
Less accumulated amortization		14,118		12,052
	$	2,707	$	4,773

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, 2012, 2011 and 2010

5. Intangible assets (continued):

Amortization expense was $2.1 million in 2012 (2011 - $2.2 million). Amortization expense for the following two years is estimated to be as follows:

Year ending December 31:
2013	$	1,659
2014		1,048
	$	2,707

6. Goodwill:

	2012			2011
Balance at January 1
Goodwill	$	115,832		$	115,955
Accumulated impairment losses		(110,374	)		(110,374	)
		5,458			5,581
Foreign exchange		121			(123	)
Balance at December 31	$	5,579		$	5,458
Balance at December 31
Goodwill	$	115,953		$	115,832
Accumulated impairment losses		(110,374	)		(110,374	)
	$	5,579		$	5,458

7. Long-term debt:

	2012		2011
Revolving credit facility (a)	$	31,750	$	21,910
Canadian real estate facilities (b)		50,494		44,961
U.S. real estate facilities (c)		16,793		—
Term bank credit facility (c)		—		3,500
Capital leases (d)		6,299		3,518
		105,336		73,889
Less current portion		3,339		6,817
	$	101,997	$	67,072

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, 2012, 2011 and 2010

7. Long-term debt (continued):

On December 28, 2012, the Company entered into a new 15 year real estate term credit facility for a total of $16.8 million. The real estate term credit facility is secured by 18 transportation facilities throughout the United States. The proceeds from the new real estate term credit facility were used to repay the Company’s term bank credit facility and asset based revolving credit facility. On January 22, 2013, the Company entered into a second real estate term credit facility secured by an additional five transportation facilities in the United States for proceeds of $7.0 million. Refer to Note 17, “Subsequent events”.

On November 1, 2012, the Company entered into a new real estate term facility for Cdn. $5.5 million. The facility is secured by the Company’s transportation facility in Winnipeg, Manitoba and matures on November 30, 2018.

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) The Company’s asset based revolving credit facility is secured by accounts receivable, certain equipment and general security agreements covering the assets 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 $31.8 million outstanding at December 31, 2012 (2011 – $21.9 million), bearing interest at 2.96% to 5.00% (2011 – 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, 2012, the Company was not required to measure these covenants.

(b) The Company’s Canadian real estate term credit facility is secured by five transportation terminals in Canada and matures on November 30, 2018. The Company has Cdn. $50.2 million outstanding at December 31, 2012 (2011 – Cdn. $45.7 million), bearing interest at 4.30% to 4.75% (2011 – 4.75%).

(c) The Company’s U.S. real estate term credit facility is secured by 18 transportation terminals in the United States. The Company had $16.8 million outstanding at December 31, 2012, bearing interest at 4.625% to 4.875% with an interest rate adjustment period of every three to five years. The facility matures on January 1, 2028. Proceeds from this term credit facility were used to repay the Company’s previous term bank credit facility secured by specific real estate in the United States. At December 31, 2011, the Company had $3.5 million outstanding under its previous term credit facility, bearing interest at 3.1%.

(d) During 2012, the Company financed certain equipment by entering into additional capital leases of $5.7 million. The Company had $6.3 million (2011 - $3.5 million) of capital leases remaining at December 31, 2012.

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, 2012, 2011 and 2010

7. Long-term debt (continued):

At December 31, 2012, the required future principal repayments on all long-term debt and capital leases are as follows:

Year ending December 31:
2013	$	3,339
2014		35,003
2015		3,428
2016		3,586
2017		2,944
Thereafter		57,036
	$	105,336

8. 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:

	2012			2011			2010
Effective statutory federal, state and provincial income tax rate		26.50	%		28.25	%		31.00	%
Effective tax recovery on loss from continuing operations before income taxes	$	(11,466	)	$	(6,043	)	$	(2,287	)
Increase (decrease) results from:
Non-deductible share-based compensation expense		114			141			175
Income taxed at different rates in foreign jurisdictions		(5,673	)		(4,440	)		(3,012	)
Increase in valuation allowance		15,480			8,737			38,879
State and other state taxes		511			615			1,845
Unrecognized tax benefits, net		—			—			(1,358	)
Other		391			378			743
Actual income tax expense (recovery)	$	(643	)	$	(612	)	$	34,985

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, 2012, 2011 and 2010

8. Income taxes (continued):

Income tax expense (recovery):

	2012			2011			2010
Current income tax expense (recovery):
Canada:
Federal	$	699		$	453		$	(848	)
Provincial		530			319			(575	)
United States:
Federal		(2,394	)		(2,394	)		(3,360	)
State		511			615			1,209
Other		1			107			140
		(653	)		(900	)		(3,434	)
Deferred income tax expense:
Canada:
Federal		6			169			86
Provincial		4			119			59
United States:
Federal		—			—			30,636
State		—			—			7,638
		10			288			38,419
	$	(643	)	$	(612	)	$	34,985

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

	2012			2011
Current deferred income tax assets:
Allowance for doubtful accounts	$	581		$	585
Accruals and reserves		4,692			3,152
Financing costs		92			175
Valuation allowance		(5,273	)		(3,737	)
	$	92		$	175
Non-current deferred income tax assets:
Loss carryforwards		42,138			26,695
Other timing differences		7,582			7,586
Goodwill and intangible assets		19,812			21,621
Valuation allowance		(58,616	)		(44,672	)
		10,916			11,230
Non-current deferred income tax liabilities:
Property and equipment		(5,871	)		(7,414	)
Financing costs		(80	)		(106	)
Other		(6,140	)		(4,961	)
		(12,091	)		(12,481	)
	$	(1,175	)	$	(1,251	)

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, 2012, 2011 and 2010

8. Income taxes (continued):

At December 31, 2012, the Company had approximately $103.0 million (2011 - $65.0 million) of net operating loss carryforwards available to reduce future years’ taxable income. The net operating losses will expire between 2027 and 2032 if not utilized. As required by FASB ASC 740-10, the Company increased its valuation allowance by $15.5 million in 2012 and the valuation allowance recorded at December 31, 2012 amounted to $63.9 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 2009 to 2011 remain open to examination by tax authorities.

9. Common shares:

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 742,800 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 2012 was $3.54 (2011 - $2.96; 2010 - $5.34) 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:

	2012			2011			2010
Risk-free interest rate		1.52 – 1.74	%		1.67 - 2.91	%		2.30	%
Volatility factor of the future expected market price of the Company’s common shares		56.40 – 57.20	%		49.18 - 56.29	%		48.78	%
Expected life of the options		6 years			6 years			6 years

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, 2012, 2011 and 2010

9. Common shares (continued):

Details of stock options are as follows:

	2012					2011
	Number			Weighted average exercise price		Number			Weighted average exercise price
Outstanding, beginning of year		841,900		$	11.70		864,700		$	13.10
Granted		67,000			6.52		160,500			5.63
Forfeited		(98,100	)		14.01		(152,100	)		15.12
Exercised		(68,000	)		2.20		(31,200	)		2.59
Outstanding, end of year		742,800		$	11.80		841,900		$	11.70
Exercisable, end of year		468,960		$	14.44		515,700		$	13.68

At December 31, 2012, 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
$5.25 - $  8.45		219,100		8.98	$	5.64		30,420	$	5.25
$9.80 - $18.99		523,700		4.08	$	14.37		438,540	$	15.07
$5.25 - $18.99		742,800		5.52	$	11.80		468,960	$	14.44

Compensation expense related to stock options was $431 for the year ended December 31, 2012 (2011 - $501; 2010 - $574).

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, 2012, 2011 and 2010

10. Computation of income (loss) per share:

	2012			2011			2010
Numerator:
Net loss from continuing operations	$	(42,626	)	$	(20,780	)	$	(43,362	)
Net income from discontinued operations		6,651			6,767			2,180
Net loss		(35,975	)		(14,013	)		(40,182	)
Denominator:
Basic and dilutive weighted average shares outstanding		16,391,252			16,326,760			16,277,522
Basic and diluted loss per share from continuing operations		(2.60	)		(1.27	)		(2.60	)
Basic and diluted income per share from discontinued operations		0.41			0.41			0.13
Basic and diluted loss per share		(2.19	)		(0.86	)		(2.47	)

Diluted income per share excludes the effect of 742,800 anti-dilutive options for the year ended December 31, 2012 (2011 – 773,900; 2010 – 765,500). Due to the net loss for the years ended December 31, 2012, 2011 and 2010, the 3,494 (2011 – 46,100; 2010 – 84,025) dilutive shares have no effect on the loss per share.

11. Risk management activities:

The Company is exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates.

Interest rates:

The Company’s exposure to changes in interest rates is limited to borrowings under the revolving credit facility that has variable interest rates tied to the LIBOR rate. At December 31, 2012, 31% of the Company’s long-term debt was subject to variable interest rates.

Hedges of net investment in self-sustaining operations:

United States dollar denominated debt of $8.5 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, 2012, the Company’s net investment in U.S. dollar denominated subsidiaries totalled $174.6 million (2011 - $220.0 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.

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, 2012, 2011 and 2010

12. Segmented information:

The Company’s continuing business operations are in one operating segment: LTL, which provides transportation services in Canada and the United States.

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

	2012		2011		2010
Revenue:
Canada	$	193,943	$	192,315	$	172,869
United States		508,971		493,927		408,725
	$	702,914	$	686,242	$	581,594

	2012		2011
Total assets:
Canada	$	86,660	$	80,164
United States		151,837		162,094
	$	238,497	$	242,258

	2012		2011
Total long-lived assets:
Canada	$	60,185	$	53,079
United States		91,129		92,449
	$	151,314	$	145,528

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

13. 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, 2012 and 2011.

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 fair value of the Company’s cash and cash equivalents and long-term debt are classified as Level 1 and Level 2 measurements, respectively. The fair values of accounts receivable and accounts payable and accrued liabilities are classified as level 2 measurements.

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, 2012, 2011 and 2010

14. Lease commitments:

At December 31, 2012, future minimum rental payments relating to operating leases for premises and equipment are as follows:

Year ending December 31:
2013	$	26,698
2014		22,362
2015		17,420
2016		11,257
2017		4,888
Thereafter		5,415
	$	88,040

Total rental expense under operating leases was $28.5 million for the year ended December 31, 2012 (2011 - $21.2 million; 2010 - $15.2 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 $10.6 million.

15. 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, 2012 (2011 - $0.5 million; 2010 - $0.5 million).

16. 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.

17. Subsequent events:

On January 22, 2013, the Company entered into an additional 15 year real estate term credit facility with a real estate mortgage lender for $7.0 million. The real estate term credit facility is secured by five additional transportation facilities throughout the United States, bringing the total facilities secured to 23. The real estate term agreement bears interest at 4.625% to 4.875% with an interest rate adjustment period of every three to five years.

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, 2012, 2011 and 2010

17. Subsequent events (continued):

On February 12, 2013, the Company reached an agreement to sell its SCO segment to Legacy SCO Inc. (“Legacy”), an affiliate of Legacy Supply Chain, based in Portsmouth, New Hampshire, for U.S. $97.0 million in cash, subject to certain working capital adjustments. Legacy has commitments from certain financial institutions to provide sufficient debt financing to close the transaction. The financing is subject to the financial institution’s completion of confirmatory due diligence. The sale of the SCO segment is expected to close by March 1, 2013, upon completion of the Legacy financing, and is subject to customary conditions for this type of transaction. The operating results of the segment have been recorded as a discontinued operation.

58

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, 2012 and 2011

2012 (Unaudited)	First quarter			Second quarter			Third quarter			Fourth quarter
Revenue:
Less-than-truckload	$	178,587		$	183,789		$	176,209		$	164,329
Total revenue	$	178,587		$	183,789		$	176,209		$	164,329
Loss from continuing operations after depreciation and amortization	$	(6,265	)	$	(4,555	)	$	(10,474	)	$	(16,558	)
Income from discontinued operations	$	1,371		$	1,560		$	1,660		$	2,060
Net loss from continuing operations		(7,187	)		(5,723	)		(11,760	)		(17,956	)
Net loss		(5,816	)		(4,163	)		(10,100	)		(15,896	)
Loss per share:
Basic and Diluted – continuing operations	$	(0.44	)	$	(0.35	)	$	(0.72	)	$	(1.09	)

2011 (Unaudited)	First quarter			Second quarter			Third quarter			Fourth quarter
Revenue:
Less-than-truckload	$	158,989		$	178,362		$	176,407		$	172,484
Total revenue	$	158,989		$	178,362		$	176,407		$	172,484
Loss from continuing operations after depreciation and amortization	$	(583	)	$	(2,578	)	$	(3,661	)	$	(7,762	)
Income from discontinued operations	$	1,395		$	1,570		$	1,908		$	1,894
Net loss from continuing operations
Net Loss		(1,619	)		(3,867	)		(5,328	)		(9,966	)
		(224	)		(2,297	)		(3,420	)		(8,072	)
Loss per share:
Basic and Diluted – continuing operations	$	(0.10	)	$	(0.24	)	$	(0.33	)	$	(0.61	)

59

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, 2012.

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 2012.

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 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, 2012.

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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 21, 2013	/s/ Richard E. Gaetz, President and Chief Executive Officer
	/s/ Fayaz D. Suleman, Vice President Finance and Chief Financial Officer

61

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Vitran Corporation Inc.:

We have audited Vitran Corporation Inc.’s internal control over financial reporting as of December 31, 2012, 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, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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, 2012 and December 31, 2011, and the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2012, and our report dated February 19, 2013 expressed an unqualified opinion on those consolidated financial statements.

/s/  KPMG LLP

Chartered Accountant, Licensed Public Accountants

Toronto, Canada

February 19, 2013

62

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, will be reported in the Company’s definitive proxy statement anticipated to be filed with the SEC pursuant to Regulation 14A within 120 days following the end of the fiscal year ended December 31, 2012, 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)	34	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. We intend to disclose future amendments to, or waivers from, certain provisions of the Code on our website within five business days following the adoption of such amendment or waiver.

ITEM 11—EXECUTIVE COMPENSATION

The information required by Item 11 of Form 10-K will appear in the Company’s definitive proxy statement for the 2013 Annual Meeting of its Shareholders (which is anticipated to be filed with the SEC within 120 days following the end of the fiscal year ended December 31, 2012), reference to which is hereby made, and the information therein is incorporated herein by reference.

63

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

The information required by Item 12 of Form 10-K will appear in the Company’s proxy statement for the 2013 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

The information required by Item 13 of Form 10-K will appear in the Company’s proxy statement for the 2013 Annual Meeting of its Shareholders, reference to which is made, and the information therein is incorporated by reference.

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, 2012 and 2011, fees billed by KPMG LLP to Vitran for services were:

	Year ended December 31,
	2012		2011
Audit and audit-related fees	$	568,569	$	570,647
Tax fees		Nil		Nil
All other fees		Nil		Nil
	$	568,569	$	570,647

All services provided by KPMG to Vitran for 2012 and 2011 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 2013 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, 2012 and 2011 and the Consolidated Statements of Income (Loss), Comprehensive Income (Loss), Shareholders’ Equity and Cash Flows for the years ended December 31, 2012, 2011, and 2010 are reported on by KPMG LLP, Chartered Accountants. These statements are prepared in accordance with United States GAAP.

64

(2) Financial Statement Schedules:

Schedule II—Valuation and Qualifying Accounts

Vitran Corporation Inc.

Three years ended December 31, 2012

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, 2010
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	3,292	$	187	$	(936	)	$	2,543
Year ended December 31, 2011
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	2,543	$	940	$	(741	)	$	2,742
Year ended December 31, 2012
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	2,742	$	560	$	(757	)	$	2,545
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, 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
Year ended December 31, 2012
Deferred tax asset valuation allowance	$	48,381	$	15,480	$	—		$	63,861

(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.

65

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	Share Purchase Agreement between Vitran Express Canada Inc., Vitran Corporation and Legacy SCO, Inc. dated February 12, 2013(20)
10.9	Credit Agreements between Standard Insurance Company and Vitran Properties USA, Inc. and subsidiaries dated December 19, 2012 and January 15, 2013 (21)
10.10	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)
10.11	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 Dated December 29, 2011 (17)
10.12	Amendment No. 2 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 Dated October 10, 2012 (19)
10.13	Amendment No. 3 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 Dated December 28, 2012 (21)
10.14	Amendment No. 4 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 Dated February 12, 2013 (21)
10.15	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 (18)
10.16	Amended Credit Agreement between CMLS Financial Ltd. as Lender and Vitran Corporation Inc. and Expediteur T.W. Ltee as Covenantor and Vitran Express Canada Inc. and Vitran Environmental Systems Inc. as Borrowers Dated October 31, 2012 (21)
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 (21)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (21)
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (21)
32.1	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (21)

66

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.

⁽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 Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K filed on February 9, 2012.

⁽¹⁷⁾  Filed as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed on February 9, 2012.

⁽¹⁸⁾  Filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed on February 9, 2012.

⁽¹⁹⁾  Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 5, 2012.

⁽²⁰⁾  Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 19, 2013.

⁽²¹⁾  Filed as an exhibit to this Annual Report on Form 10-K.

67

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 21st day of February, 2013.

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

68

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 21, 2013
Richard D. McGraw
/s/ RICHARD E. GAETZ	President and Chief Executive Officer, Director	February 21, 2013
Richard E. Gaetz
/s/ GEORGES L. HÉBERT	Director	February 21, 2013
Georges L. Hébert
/s/ WILLIAM S. DELUCE	Director	February 21, 2013
William S. Deluce
/s/ ANTHONY F. GRIFFITHS	Director	February 21, 2013
Anthony F. Griffiths
/s/ JOHN R. GOSSLING	Director	February 21, 2013
John R. Gossling
/s/ FAYAZ D. SULEMAN	Vice President Finance and Chief Financial Officer	February 21, 2013
Fayaz D. Suleman	(Principal Financial Officer)
/s/ BILL G. ANDREOPOULOS	Corporate Controller	February 21, 2013
Bill G. Andreopoulos	(Principal Accounting Officer)

69

EX-10.9

Exhibit 10.9

SIC Loan No. B2110723

NOTE

$408,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN ALABAMA, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of Four Hundred Eight Thousand and No/100ths Dollars ($408,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Three Thousand Two Hundred and No/100ths Dollars ($3,200.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN ALABAMA, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN ALABAMA, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110726

NOTE

$191,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN GEORGIA, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Hundred Ninety-One Thousand and No/100ths Dollars ($191,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of One Thousand Four Hundred Ninety-Nine and No/100ths Dollars ($1,499.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN GEORGIA, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN GEORGIA, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110724

NOTE

$1,208,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN ILLINOIS, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Two Hundred Eight Thousand and No/100ths Dollars ($1,208,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Nine Thousand Four Hundred Seventy-Five and No/100ths Dollars ($9,475.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN ILLINOIS, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:
VITRAN ILLINOIS, LLC, a Delaware limited liability company
By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110705

NOTE

$2,425,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN INDIANAPOLIS, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of Two Million Four Hundred Twenty-Five Thousand and No/100ths Dollars ($2,425,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Nineteen Thousand Twenty and No/100ths Dollars ($19,020.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN INDIANAPOLIS, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN INDIANAPOLIS, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

Page 9

SIC Loan No. B2110717

NOTE

$1,815,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN INDIANA, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Eight Hundred Fifteen Thousand and No/100ths Dollars ($1,815,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Fourteen Thousand Two Hundred Thirty-Five and No/100ths Dollars ($14,235.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

Page 4

person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

Page 5

shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

Page 7

Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN INDIANA, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

Page 8

Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN INDIANA, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

Page 9

SIC Loan No. B2110720

NOTE

$1,575,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN KANSAS, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Five Hundred Seventy-Five Thousand and No/100ths Dollars ($1,575,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Twelve Thousand Three Hundred Fifty-Three and No/100ths Dollars ($12,353.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

Page 1

to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN KANSAS, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN KANSAS, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110704

NOTE

$1,435,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN MARYLAND, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Four Hundred Thirty-Five Thousand and No/100ths Dollars ($1,435,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Eleven Thousand Two Hundred Fifty-Five and No/100ths Dollars ($11,255.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN MARYLAND, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN MARYLAND, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110719

NOTE

$1,240,000.00 January 15, 2013

FOR VALUE RECEIVED, the undersigned, VITRAN MICHIGAN, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Two Hundred Forty Thousand and No/100ths Dollars ($1,240,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Nine Thousand Seven Hundred Twenty-Six and No/100ths Dollars ($9,726.00) payable on the first day of each month, commencing with the first day of March, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of February, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

Page 7

Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN MICHIGAN, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

Page 8

Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN MICHIGAN, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

Page 9

SIC Loan No. B2110727

NOTE

$535,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN MISSISSIPPI, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of Five Hundred Thirty-Five Thousand and No/100ths Dollars ($535,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Four Thousand One Hundred Ninety-Six and No/100ths Dollars ($4,196.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

Page 1

to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

Page 2

(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

Page 3

(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

Page 4

person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

Page 5

shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

Page 6

8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

Page 7

Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN MISSISSIPPI, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

Page 8

Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN MISSISSIPPI, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

Page 9

SIC Loan No. B2110732

NOTE

$467,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN NORTH DAKOTA, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of Four Hundred Sixty-Seven Thousand and No/100ths Dollars ($467,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Three Thousand Six Hundred Sixty-Three and No/100ths Dollars ($3,663.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN NORTH DAKOTA, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN NORTH DAKOTA, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110710

NOTE

$420,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN NEVADA, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of Four Hundred Twenty Thousand and No/100ths Dollars ($420,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Three Thousand Two Hundred Ninety-Five and No/100ths Dollars ($3,295.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN NEVADA, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN NEVADA, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110707

NOTE

$1,380,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN CINCINNATI, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Three Hundred Eighty Thousand and No/100ths Dollars ($1,380,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Ten Thousand Eight Hundred Twenty-Four and No/100ths Dollars ($10,824.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN CINCINNATI, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN CINCINNATI, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110715

NOTE

$1,240,000.00 January 15, 2013

FOR VALUE RECEIVED, the undersigned, VITRAN OHIO, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Two Hundred Forty Thousand and No/100ths Dollars ($1,240,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Nine Thousand Five Hundred Sixty-Six and No/100ths Dollars ($9,566.00) payable on the first day of each month, commencing with the first day of March, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of February, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Five-Eighths percent (4.625%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 35 months from the First Payment Date;

• 71 months from the First Payment Date;

• 107 months from the First Payment Date;

• 143 months from the First Payment Date.

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

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3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty (30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or

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consent of any such person, and without in any way diminishing the obligations of any such person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN OHIO, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN OHIO, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

Page 9

SIC Loan No. B2110709

NOTE

$2,227,000.00 January 15, 2013

FOR VALUE RECEIVED, the undersigned, VITRAN TOLEDO, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of Two Million Two Hundred Twenty-Seven Thousand and No/100ths Dollars ($2,227,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Seventeen Thousand Four Hundred Sixty-Seven and No/100ths Dollars ($17,467.00) payable on the first day of each month, commencing with the first day of March, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of February, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

Page 4

person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

Page 5

shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

Page 7

Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN TOLEDO, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

Page 8

Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN TOLEDO, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

Page 9

SIC Loan No. B2110706

NOTE

$1,850,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN PENNSYLVANIA, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Eight Hundred Fifty Thousand and No/100ths Dollars ($1,850,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Fourteen Thousand Five Hundred Ten and No/100ths Dollars ($14,510.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

Page 1

to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN PENNSYLVANIA, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN PENNSYLVANIA, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110713

NOTE

$1,290,000.00 January 15, 2013

FOR VALUE RECEIVED, the undersigned, VITRAN TENNESSEE, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Two Hundred Ninety Thousand and No/100ths Dollars ($1,290,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Ten Thousand One Hundred Eighteen and No/100ths Dollars ($10,118.00) payable on the first day of each month, commencing with the first day of March, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of February, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN TENNESSEE, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN TENNESSEE, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110721

NOTE

$800,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN TENNESSEE, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of Eight Hundred Thousand and No/100ths Dollars ($800,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Six Thousand Two Hundred Seventy-Five and No/100ths Dollars ($6,275.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty

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(30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or consent of any such person, and without in any way diminishing the obligations of any such

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person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

Page 7

Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN TENNESSEE, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

Page 8

Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN TENNESSEE, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

Page 9

SIC Loan No. B2110714

NOTE

$1,030,000.00 January 15, 2013

FOR VALUE RECEIVED, the undersigned, VITRAN TEXAS, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Thirty Thousand and No/100ths Dollars ($1,030,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Seven Thousand Nine Hundred Forty-Six and No/100ths Dollars ($7,946.00) payable on the first day of each month, commencing with the first day of March, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of February, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Five-Eighths percent (4.625%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

Page 1

to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 35 months from the First Payment Date;

• 71 months from the First Payment Date;

• 107 months from the First Payment Date;

• 143 months from the First Payment Date.

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

Page 2

3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty (30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

Page 3

(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or

Page 4

consent of any such person, and without in any way diminishing the obligations of any such person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

Page 5

shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

Page 6

8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

Page 7

Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN TEXAS, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

Page 8

Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN TEXAS, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

Page 9

SIC Loan No. B2110712

NOTE

$1,060,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN TEXAS, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Sixty Thousand and No/100ths Dollars ($1,060,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Eight Thousand One Hundred Seventy-Seven and No/100ths Dollars ($8,177.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Five-Eighths percent (4.625%) per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also promises

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to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 35 months from the First Payment Date;

• 71 months from the First Payment Date;

• 107 months from the First Payment Date;

• 143 months from the First Payment Date.

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender's then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(b) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(c) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(d) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

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3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty (30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or

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consent of any such person, and without in any way diminishing the obligations of any such person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN TEXAS, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN TEXAS, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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SIC Loan No. B2110730

NOTE

$1,224,000.00 December 19, 2012

FOR VALUE RECEIVED, the undersigned, VITRAN WISCONSIN, LLC, a Delaware limited liability company (“Borrower”), promises to pay in lawful money of the United States, to the order of STANDARD INSURANCE COMPANY, an Oregon corporation (together with any assigns, collectively, “Lender”), at its office in Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan (“Loan”) of One Million Two Hundred Twenty-Four Thousand and No/100ths Dollars ($1,224,000.00), together with interest thereon, on the following agreements, terms and conditions.

1. Payments. Borrower shall make monthly payments of principal and interest to Lender, in amounts sufficient to fully amortize the principal balance of this Note over a fifteen (15) year amortization period in substantially equal monthly payments. Such monthly payments of principal and interest shall be in the initial amount of Nine Thousand Six Hundred and No/100ths Dollars ($9,600.00) payable on the first day of each month, commencing with the first day of February, 2013, together with such other sums as may become due hereunder or under any instrument securing this Note, until the entire indebtedness is fully paid, except that any remaining indebtedness if not sooner paid shall be finally due and payable on the first day of January, 2028, which is the maturity date of this Note (“Maturity Date”). The monthly payment amount will change after each Rate Adjustment Date (as defined in Paragraph 2) to an amount sufficient to repay the then unpaid principal balance of this Note in full at the then current interest rate, in substantially equal monthly payments over the balance of the amortization period specified above. If applicable, until the payment is again changed, Borrower shall pay the new monthly payment each month beginning on the first day of the first calendar month after the applicable Rate Adjustment Date. Lender will mail or deliver to Borrower a notice of any changes in the interest rate applicable to this Note, and any resulting changes in the monthly payments required under this Note, prior to the date the first payment is due after the applicable Rate Adjustment Date. Every payment received with respect hereto shall be applied, in any order that may be determined by Lender in its sole discretion, to sums under this Note, including, without limitation: (a) late charges; (b) expenses paid or funds advanced by Lender with interest thereon at the Default Rate when applicable (as hereinafter defined); (c) any prepayment fees due with respect to any payment and any other fees which may remain unpaid; (d) accrued interest on the principal balance from time to time remaining unpaid; and (e) subject to the prepayment provisions herein, the principal balance hereunder.

2. Interest. The interest rate applicable to this Note will change on the applicable Rate Adjustment Dates. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months, except that interest due and payable for a period of less than a full month and/or any prepayment shall be calculated on an actual accrual method. The initial interest rate included in the aforesaid payments, unless adjusted as otherwise provided in this Note, shall be calculated at the rate of Four and Seven-Eighths percent (4.875%) percent per annum (“Note Rate”) upon the unpaid balance of principal of this Note. Borrower, jointly and severally, also

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promises to pay interest at the Note Rate from the date of disbursement of the Loan proceeds evidenced by this Note (“Disbursement Date”) to the date from which interest is included in the first payment previously described. As used herein, “Rate Adjustment Date(s)” shall be as follows:

• 59 months from the First Payment Date;

• 119 months from the First Payment Date;

(a) One hundred and twenty (120) days prior to each Rate Adjustment Date, Lender will notify Borrower in writing of the Adjusted Interest Rate that will become effective in accordance with this Note. The “Adjusted Interest Rate” will be Lender’s then prevailing annual interest rate for similar loans then being originated by Lender with a similar term (equal to the period between the Rate Adjustment Date and the earlier of the next Rate Adjustment Date or the Maturity Date) then being originated by Lender on properties comparable to the Property (as herein defined) as determined solely by Lender.

(a) Borrower shall have thirty (30) days from the date of receipt of such notification from Lender to accept or reject the Adjusted Interest Rate. Failure by Borrower to notify Lender of the acceptance or rejection of the Adjusted Interest Rate within such thirty (30) day period shall be deemed to be a rejection of the Adjusted Interest Rate. If the Adjusted Interest Rate is rejected by Borrower (or deemed rejected), the entire unpaid principal balance of this Note, all accrued unpaid interest hereon, and any other amounts payable hereunder or under the other Loan Documents (as hereinafter defined) shall be due and payable in full, without a Prepayment Fee, no later than the Rate Adjustment Date.

(b) If Borrower accepts the Adjusted Interest Rate for the offered period, the Adjusted Interest Rate shall become effective on the Rate Adjustment Date and monthly installments of principal and interest shall then be due and payable in an amount to be determined that will amortize the remaining unpaid principal balance of this Note at the Adjusted Interest Rate over the remaining amortization period. In such case, Borrower shall also have the option to prepay a portion of the remaining unpaid principal balance of this Note as described in paragraph 3(e) below.

(c) Thereafter, monthly installments of principal and interest on the unpaid principal balance of this Note, at the Adjusted Interest Rate, in the amount thus calculated, shall be due and payable in consecutive monthly installments commencing on the first day of the calendar month after the Rate Adjustment Date and continuing on the first day of each calendar month thereafter, to and including the monthly installment of principal and interest due and payable on the earlier of the next Rate Adjustment Date or the Maturity Date.

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3. Prepayment Restrictions; Fees. Borrower shall have the right to prepay, in full but not in part, the obligation evidenced by this Note upon giving Lender (i) not less than thirty (30) days’ prior written notice of (a) Borrower’s intention to so prepay this Note, and (b) the date upon which such prepayment will be received by Lender (“Prepayment Date”), and (ii) payment to Lender of the Prepayment Fee (as hereinafter defined), if any, then due to Lender as hereinafter provided.

(a) As used herein, the term “Prepayment Fee” shall mean an amount which is the greater of

(i) one percent (1%) of the outstanding principal balance of this Note at the time of prepayment, or

(ii) the sum of

(A) the Present Value (as hereinafter defined) of the scheduled monthly payments due under this Note from the Prepayment Date to the earlier of the next Rate Adjustment Date or the Maturity Date.

(B) the Present Value of the amount of principal and interest due under this Note on the earlier of the next Rate Adjustment Date or the Maturity Date (assuming all scheduled monthly payments due prior to such dates were made when due), minus

(C) the outstanding principal balance of this Note as of the Prepayment Date.

The “Present Values” described in (A) and (B) shall be computed on a monthly basis as of the Prepayment Date discounted at a rate equal to the yield-to-maturity of the U.S. Treasury Note or Bond closest in maturity to the earlier of the next Rate Adjustment Date or the Maturity Date as reported in The Wall Street Journal (or, if The Wall Street Journal is no longer published, as reported in such other daily financial publication of national circulation which shall be designated by Lender) on the fifth business day preceding the Prepayment Date. Borrower shall be obligated to prepay this Note on the Prepayment Date set forth in the written notice to Lender required hereinabove, after such notice has been delivered to Lender.

(b) Notwithstanding the foregoing or any other provision herein to the contrary, if Lender elects to apply insurance proceeds, condemnation awards, or any escrowed amounts, if applicable, to the reduction of the outstanding principal balance of this Note in the manner provided in the Deed of Trust, no Prepayment Fee shall be due or payable as a result of such application and the monthly installments due and payable hereunder shall be reduced accordingly.

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(c) In the event the Maturity Date is accelerated by Lender at any time due to a default by Borrower in the payment of principal and/or interest due under this Note or in the performance of the terms, covenants or conditions contained in this Note, the Deed of Trust or any of the other Loan Documents (as hereinafter defined), then a tender of payment in an amount necessary to satisfy the entire outstanding principal balance of this Note together with all accrued unpaid interest hereon made by Borrower, or by anyone on behalf of Borrower, at any time prior to, at, or as a result of, a foreclosure sale or sale pursuant to power of sale, shall constitute a voluntary prepayment hereunder prior to the contracted Maturity Date of this Note thus requiring the payment to Lender of a Prepayment Fee equal to the applicable Prepayment Fee as set forth in paragraph (a) above; provided, however, that in the event such Prepayment Fee is construed to be interest under the laws of the State of Oregon in any circumstance, such payment shall not be required to the extent that the amount thereof, together with other interest payable hereunder, exceeds the maximum rate of interest that may be lawfully charged under applicable law.

(d) Notwithstanding anything contained herein to the contrary, during the ninety (90) day period immediately preceding the Maturity Date of this Note, the entire outstanding principal balance and all accrued unpaid interest on this Note may be prepaid in whole, but not in part, at par, without incurring a Prepayment Fee.

(e) Notwithstanding anything contained herein to the contrary, if Borrower accepts the Adjusted Interest Rate as provided in paragraph 2 above, Borrower shall have the right to prepay a portion of the unpaid principal balance of this Note prior to the Rate Adjustment Date, without a Prepayment Fee, provided the remaining principal balance of this Note after the prepayment may not be less than $150,000.00. Any partial prepayment must be received by Lender no less than thirty (30) days prior to the Rate Adjustment Date. Any partial prepayment will be applied to pay down the principal balance of this Note upon Lender’s receipt of such prepayment. The then remaining principal balance of this Note will then be used to calculate the new monthly payment amount as described in paragraph 2(d) above.

4. Waiver. To the extent permitted by law, each and every Borrower, surety, guarantor, endorser or signator to this Note and any other party now or hereafter liable for the payment of this Note, in whatever capacity, whether in whole or in part hereby (a) waives notice of intent to demand, presentment for payment, notice of demand, demand, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of intent to accelerate, notice of acceleration, and all other notices, filing of suit, and diligence in collecting this Note and/or enforcing any of the security herefor; (b) agrees that Lender shall not be required first to institute suit or exhaust its remedies against Borrower or others liable or to become liable hereon or against the Property (as hereinafter defined), it being understood that Lender may exercise its rights hereunder and pursue its remedies in any order and at any time it desires, and may do so, without notice to or

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consent of any such person, and without in any way diminishing the obligations of any such person; (c) consents to Lender dealing with any such person with reference to this Note by way of forbearance, extension, modification, compromise or otherwise; (d) consents and agrees to any and all extensions, releases, renewals, partial payments, surrenders, exchanges, substitutions of security herefor, compromises, discharges or modifications and any other indulgence with respect to any right or obligation secured by or provided by the Deed of Trust, Mortgage, or Deed to Secure Debt, as the case may be, securing this Note (“Deed of Trust”) or any other instrument securing this Note, before or after the maturity of this Note, without notice thereof to any of them; or (e) consents and agrees that Lender may take any other action which Lender may deem reasonably appropriate to protect its security interest in the property securing this Note (“Property”). Any such action(s) taken under the preceding sentence may be taken against one, all, or some of such persons, and Lender may take any such action against one differently than another of such persons, in Lender’s sole discretion.

5. Default; Default Rate. Time is material and of the essence hereof with respect to the payment of any sums of any nature by and the performance of all duties or obligations of the Borrower. Each of the following shall be an Event of Default under this Note: (a) failure to make any payment of principal and/or interest or any other payment required by the provisions of this Note or of any instrument securing this Note on the date such payment or payments are due; (b) failure to perform any other provision of this Note or of any instrument securing this Note; (c) falsity in any material respect of the warranties in the Deed of Trust or of any representation, warranty or information furnished by Borrower or its agents to Lender in connection with the loan evidenced by this Note (“Loan”); or (d) failure to pay or perform under any Other Loan Documents (as described and defined in the Deed of Trust). Upon the occurrence of any Event of Default, any sum not paid as provided in this Note or in any instrument securing this Note, shall, at the option of Lender, without notice, bear interest from such due date at a rate of interest (“Default Rate”) equal to four (4) percentage points per annum greater than the Note Rate, or the maximum rate of interest permitted by law, whichever is the lesser, and, at the option of Lender, the unpaid balance of principal, accrued interest, plus any other sums due under this Note, or under any instrument securing this Note shall at once become due and payable, without notice except as described in paragraph 12, and shall bear interest at the Default Rate. If an Event of Default occurs during a period of time in which prepayment is permitted only on payment of a prepayment fee, such fee shall be computed as if the sum declared due on default were a prepayment and shall be added to the sums due and payable hereunder.

6. Late Charges. If any payment is not received by Lender (or by the correspondent if a correspondent has been designated by Lender to receive payments) within five (5) calendar days after its due date, Lender, at its option, may assess a late charge equal to five cents for each $1.00 of each overdue payment or the maximum late charge permitted by the laws of the state in which the Property is located, whichever is less. Such late charge shall be due and payable on demand, and Lender, at its option, may (a) refuse to accept any late payment or any subsequent payment unless accompanied by such late charge, (b) add such late charge to the principal balance of this Note or (c) treat the failure to pay such late charge as demanded as an Event of Default hereunder. If such late charge is added to the principal balance of this Note, it

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shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

7. Acknowledgments Regarding Default Rate, Late Charges and Prepayment Charges.

(a) Borrower acknowledges and agrees that (i) a default in making the payments herein agreed to be paid when due will result in the Lender incurring additional expense in servicing the Loan, loss to Lender of the use of the money due, and frustration to Lender in meeting its other commitments, (ii) if for any reason it fails to pay any amounts due hereunder, Lender shall be entitled to damages for the detriment caused thereby, but that it is extremely difficult and impractical to ascertain the extent of such damages, and (iii) the Default Rate and the late charge described in this Note are a reasonable estimate of such damages.

(b) Borrower acknowledges and agrees that (i) prepayment prior to the maturity date may result in loss to Lender, (ii) the amount of the loss will depend on the interest rates at the time of prepayment, the amount of principal prepaid and the length of time remaining between the prepayment date and the scheduled maturity date, (iii) prepayment is most likely to occur when interest rates have dropped below the Note Rate, and (iv) because it is extremely difficult and impractical to ascertain now the amount of loss Lender may suffer in the event of prepayment, (A) Lender shall be entitled to damages for the loss caused by prepayment and (B) the prepayment fee described in this Note is a reasonable measure of such damages. Borrower agrees that the prepayment fee described in this Note shall be imposed, to the extent permitted by law, whether the prepayment is voluntary, involuntary or by operation of law, in connection with an Event of Default, or required by Lender in connection with a transfer or contract to transfer the Property, provided that no prepayment fee shall be added to sums prepaid with casualty insurance proceeds or condemnation awards.

(c) Borrower expressly (i) waives any right to prepay the Loan without payment of the prepayment fee described above in connection with a transfer or contract to transfer the Property by Borrower, or a successor in interest of the undersigned, and (ii) agrees to pay such prepayment fee as provided above in connection with such a transfer or contract to transfer.

(d) Borrower represents that it is a knowledgeable real estate investor and fully understands the effect of the fees, charges, waivers and agreements contained above. Borrower acknowledges and agrees that the making of the Loan by Lender at the interest rate and with the other terms described herein is sufficient consideration for such fees, charges, waiver and agreement, and that Lender would not make this Loan on these terms without such fees, charges, waiver and agreement.

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8. Expenses and Attorney Fees. If Lender refers this Note to an attorney for collection or seeks legal advice following a default alleged in good faith under this Note; if Lender is the prevailing party in any litigation instituted in connection with this Note; or if Lender or any other person initiates any judicial or nonjudicial action, suit or proceeding, including but not limited to a foreclosure sale, in connection with this Note or the security therefor, and an attorney is employed by Lender to (a) appear in any such action, suit or proceeding, (b) reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender’s interest in this Note, the Deed of Trust, or any other security for this Note (including but not limited to proceedings at appellate levels, under federal bankruptcy law, in eminent domain, under probate proceedings, or in connection with any state or federal tax lien), or (c) assist Lender in any foreclosure sale, then, in any such event, Borrower shall pay attorney’s fees and costs and expenses incurred by Lender and/or its attorney in connection with the above-mentioned events and any appeals or discretionary reviews related to such events, including but not limited to costs incurred in searching records, the cost of title reports, the cost of appraisals, and the cost of surveyors’ reports. If not paid within ten days after such fees, costs and expenses become due and written demand for payment is made upon Borrower, such amount may, at Lender’s option, be added to the principal of this Note and shall bear interest at the Default Rate.

9. No Usury. In no event shall any payment of interest or any other sum payable hereunder both (a) violate the usury laws of the state in which the Property is located and (b) allow Borrower to bring a claim for usury or raise usury as a defense in any action on this Note. If it is established that both (a) and (b) have occurred, and any payment exceeding lawful limits has been received, Lender shall refund such excess or, at its option, credit the excess amount to principal, but such payments shall not affect the obligation to make periodic payments required herein.

10. Security. The indebtedness evidenced by this Note is secured by the Deed of Trust, Mortgage, or Deed to Secure Debt, as applicable (“Deed of Trust”), of even date and may be secured by other security instruments.

11. Due on Sale or Encumbrance. As provided in the Deed of Trust securing this Note, and subject to any exceptions provided therein, transfers or encumbrances of the Property, or of ownership interests in Borrower, cause all sums evidenced by this Note and/or secured by the Deed of Trust or by any other Loan Document to become immediately due and payable. By signing this Note, Borrower acknowledges that Borrower has received and reviewed a copy of the Deed of Trust and is familiar with the provisions restricting the transfer of the Property and the ownership interests therein and assumptions of the Loan.

12. Notice and Opportunity to Cure. Notwithstanding any other provision of this Note, Lender shall not accelerate the sums evidenced hereby because of a nonmonetary default (defined below) by Borrower unless Borrower fails to cure the default within fifteen (15) days of the earlier of the date on which Lender mails or delivers written notice of the default to Borrower. For purposes of this Note, the term “nonmonetary default” means a failure by Borrower or any other person or entity to perform any obligation contained in this Note or any other document or instrument evidencing or securing the Loan (collectively, “Loan

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Documents”), other than the obligation to make payments provided for in this Note or any other Loan Document. If a nonmonetary default is capable of being cured and the cure cannot reasonably be completed within the fifteen (15) day cure period, the cure period shall be extended up to sixty (60) days so long as Borrower has commenced action to cure within the fifteen (15) day cure period, and in Lender’s opinion, Borrower is proceeding to cure the default with due diligence. No notice of default and no opportunity to cure shall be required if during any 12-month period Lender has already sent a notice to Borrower concerning default in the performance of the same obligation. None of the foregoing shall be construed to obligate Lender to forebear in any other manner from exercising its remedies and Lender may pursue any other rights or remedies which Lender may have because of a default.

13. Commercial Purpose. The obligation evidenced by this Note is exclusively for commercial or business purposes.

14. Notices. All notices required or permitted under this Note shall be in writing and may be telecopies, cabled, delivered by hand, or mailed by first class registered or certified mail, return receipt requested, postage prepaid, and addressed as follows:

If to Lender:

STANDARD INSURANCE COMPANY

c/o StanCorp Mortgage Investors, LLC

Attn: Mortgage Loan Servicing T3A

19225 NW Tanasbourne Drive

Hillsboro, OR 97124

If to Borrower:

VITRAN WISCONSIN, LLC

Attn: Chris Keylon

P.O. Box 1290 (for U.S.P.S. mail delivery)

2850 Kramer Road (for courier or other delivery)

Gibsonia, PA 15044

Changes in the respective addresses to which such notices shall be directed may be from time to time by either party by notice to the other party given at least ten (10) days before such change of address is to become effective. Notices given by mail in accordance with this provision shall be deemed to have been given three (3) days after the date of dispatch; notices given by any other means shall be deemed to have been given when received.

15. Choice of Law, Jurisdiction and Venue; Enforceability; Severability. Except for matters relating to the validity and/or enforcement of the security interest of Lender in the Property, which shall be determined in accordance with the applicable laws of the state in which the affected Property is situated, the law of the state of Oregon shall govern the validity, interpretation, construction, performance and enforcement of this Note and any and all other

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Loan Documents. If, for any reason or to any extent any word, term, provision, or clause of this Note or any of the other Loan Documents, or its application to any person or situation, shall be found by a court or other adjudicating authority to be invalid or unenforceable, the remaining words, terms, provisions, or clauses shall be enforced, and the affected work, term, clause, or provision shall be applied, to the fullest extent permitted by law. Borrower irrevocably submits to the jurisdiction of Multnomah County state or Portland, Oregon federal court in any action or proceeding brought to enforce or otherwise arising out of or relating to this Note or any of the other Loan Documents, and waives any claim that such forum is inappropriate and/or an inconvenient forum.

16. Successors and Assigns. Whenever used herein, the words “undersigned”, “Borrower” and “Lender” shall be deemed to include their respective heirs, devisees, executors, administrators, personal representatives, successors and assigns.

NOTICES TO BORROWER

DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THIS NOTE IS PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.

ORS 41.580 Disclosure. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS BY LENDER, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LENDER TO BE ENFORCEABLE.

BORROWER:

VITRAN WISCONSIN, LLC,

a Delaware limited liability company

By:	/s/ CHRIS KEYLON
	CHRIS KEYLON
	Its: Authorized Manager

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EX-10.13

Exhibit 10.13

Execution Version

THIRD AMENDMENT TO CREDIT AGREEMENT

EXECUTED by the parties hereto as of the 28^th day of December, 2012.

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 together with the Canadian Borrowers, the “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., 1833660 ONTARIO INC. and VITRAN PROPERTIES USA, 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 Borrowers, the Guarantors, the Agent and the other Persons signatory thereto have entered into a Credit Agreement dated as of November 30, 2011, as amended by that certain First Amendment to Credit Agreement dated as of December 29, 2011 and by that Second Amendment to Credit Agreement dated as of October 10, 2012 (including all annexes, exhibits and schedules thereto, as the same has been or may be further amended, modified, restated, supplemented or replaced from time to time, collectively 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 Third 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 – CONSENTS

2.1 Notwithstanding the restrictions set forth in Sections, 6.5, 6.6 and 6.9 of the Credit Agreement, the Agent and the Required Lenders hereby consent to (a) Vitran Express, Inc.’s disposition and sale of the real estate listed on “Exhibit A” hereto to the Subsidiaries of Vitran Properties USA, Inc. (listed on “Exhibit B” hereto, together with additional LLCs established as Subsidiaries of Vitran Properties USA, Inc. in connection with the LLC Real Estate Facility (as hereinafter defined), the “LLC Excluded Subsidiaries”) for aggregate consideration not to exceed $51,000,000, (b) the consideration for such sale being accepted as a vendor-take-back promissory note in favour of Vitran Express, Inc., made by such LLC Excluded Subsidiaries in an aggregate amount not to exceed $51,000,000, and (c) Vitran Express, Inc. leasing back the premises from the LLC Excluded Subsidiaries, provided that the Operating Leases entered into by Vitran Express, Inc. are on market terms and reflect market rents, all to the satisfaction of the Administrative Agent.

2.2 Notwithstanding Section 5.15 of the Credit Agreement (which is added by virtue of this Amendment Agreement) and the restrictions set forth in Section 6.8 of the Credit Agreement, the Agent and the Required Lenders hereby consent to the Loan Parties using a portion of the loan proceeds received from the LLC Real Estate Facility (as hereinafter defined) to payout, in full, the obligations owing under the EDC Loan, in an aggregate amount of US$2,251,694.42.

ARTICLE III – AMENDMENTS

3.1 As of the Amendment Effective Date, Section 1.1 of the Credit Agreement is hereby amended as follows:

(a) by adding the following definitions thereto in proper alphabetical order:

““LLC Excluded Subsidiaries” means, collectively, Vitran Alabama, LLC, Vitran Georgia, LLC, Vitran Illinois, LLC, Vitran Indianapolis, LLC, Vitran Indiana, LLC, Vitran Kansas, LLC, Vitran Maryland, LLC, Vitran Michigan, LLC, Vitran Mississippi, LLC, Vitran North Dakota, LLC, Vitran New Jersey, LLC, Vitran Nevada, LLC, Vitran Toledo, LLC, Vitran Cincinnati, LLC, Vitran Ohio, LLC, Vitran Pennsylvania, LLC, Vitran Tennessee, LLC, Vitran Texas, LLC, Vitran Wisconsin, LLC, Vitran Sioux Falls, LLC, Vitran Wichita, LLC and any additional LLCs established as Subsidiaries of Vitran Properties USA, Inc. in connection with the LLC Real Estate Facility.

“LLC Priority and Access Agreement” means the Priority, Access, Waiver and Subordination Agreement by an among, amongst others, the Administrative

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Agent, Standard Insurance Company, certain Loan Parties and the LLC Excluded Subsidiaries, on terms and conditions satisfactory to the Administrative Agent.

“LLC Real Estate Facility” means the term loan credit facility in the maximum aggregate amount of US$33,000,000 provided to the LLC Excluded Subsidiaries pursuant to the LLC Real Estate Loan Agreement on terms and conditions satisfactory to the Administrative Agent.

“LLC Real Estate Loan Agreement” means, collectively, (i) the commitment letter dated December 17, 2012 between Vitran and StanCorp Mortgage Investors, LLC, and (ii) the individual promissory notes issued (from time to time), under the foregoing commitment letter, by the LLC Excluded Subsidiaries in favour of Standard Insurance Company.”;

(b) by deleting the definition of “EDC Loan” in its entirety;

(c) by adding a reference to “LLC Priority and Access Agreement,” immediately after the reference to “Priority and Access Agreement,” in the fourth line of the definition of “Loan Documents”; and

(d) by deleting the definition of “Real Estate Facility” in its entirety and substituting the following therefor:

““Real Estate Facility” means the credit facility in the minimum aggregate amount of $50,500,000 provided pursuant to the Real Estate Loan Agreement on terms and conditions acceptable to the Administrative Agent.”.

3.2 As of the Amendment Effective Date, Article III of the Credit Agreement is hereby amended by adding the following new Sections 3.20 and 3.21 to the end thereof:

“3.20 LLC Excluded Subsidiaries Each of the LLC Excluded Subsidiaries, (i) does not carry on any business whatsoever other than in its capacity as a Landlord to Vitran Express, Inc., (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 (other than the Liens set forth on Schedule 6.2).

3.21 Vitran Properties USA, Inc. Vitran Properties USA, Inc. (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, 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 (a) clause (ii), that Vitran Properties USA, Inc. owns one hundred percent (100%) of the Equity Interests in the LLC Excluded Subsidiaries and owns a Deposit Account for collection of certain rents on behalf of the LLC Excluded Subsidiaries, and (b) clause (iii), Vitran Properties USA, Inc. has granted a Lien to the Administrative Agent.”.

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3.3 As of the Amendment Effective Date, Article V of the Credit Agreement is hereby amended by adding the following new Section 5.15 to the end thereof:

“5.15 LLC Real Estate Facility Loan Parties shall, and shall cause the LLC Excluded Subsidiaries, to transfer and pay, directly or indirectly, any and all Net Proceeds received by any of them, at any time, under or pursuant to the LLC Real Estate Facility, to the Administrative Agent to be applied to the Secured Obligations in accordance with Section 2.11(d) hereof.”

3.4 As of the Amendment Effective Date, Section 6.1 of the Credit Agreement is hereby amended as follows:

(a) by deleting the reference to “$25,000,000” in the second last line of Subsection (d) thereof and substituting “$20,000,000” therefor; and

(b) by deleting Subsection (e) in its entirety and substituting the following therefor:

“(e) Indebtedness of any Loan Party or any Subsidiary (including without limitation, Indebtedness owing under the Real Estate Loan Agreement and the LLC Real Estate Loan Agreement) 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 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 LLC Real Estate Loan Agreement) shall not at any time exceed an amount equal to the lesser of (a) $20,000,000, and (b) 85% of the value of real estate owned or hereafter acquired by such Loan Party or such Subsidiary; (iii) no Event of Default has occurred and is continuing at the time any such Indebtedness is incurred, or would result therefrom, and (iv) such Indebtedness incurred in calendar years 2013 and 2014, respectively, shall not exceed $10,000,000 in each such calendar year;”.

3.5 As of the Amendment Effective Date, Section 6.4 of the Credit Agreement is hereby amended as follows:

(a) by deleting Subsection (e) thereof in its entirety and substituting the following therefor:

“(e) Guarantees permitted pursuant to Section 6.1 and unsecured guarantees made by Vitran Corporation, Vitran Corporation Inc., Vitran Express, Inc. and Vitran Properties USA, Inc. in respect of the LLC Real Estate Facility, which unsecured guarantees shall be (i) on terms satisfactory to the Administrative

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Agent, (ii) subordinate to the Secured Obligations, and (iii) subject to the LLC Priority and Access Agreement;”;

(b) by deleting the word “and” from the end of Subsection (k) thereof;

(c) by deleting the “.” from the end of Subsection (l) thereof and substituting “; and” therefor; and

(d) by adding the following new Subsection (m) to the end thereof:

“(m) $50,000,000 vendor-take-back loan by Vitran Express, Inc. to the LLC Excluded Subsidiaries, as consideration for the sale of real property owned by Vitran Express, Inc. to the LLC Excluded Subsidiaries.”.

3.6 As of the Amendment Effective Date, Section 6.8 of the Credit Agreement is hereby amended by deleting Subsection (b)(ii) thereof in its entirety and substituting the following therefor:

“(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness (including, without limitation, the Real Estate Loan Agreement and the LLC Real Estate Loan Agreement), other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof;”.

3.7 As of the Amendment Effective Date, Subsection 6.11(a) of the Credit Agreement is hereby amended by adding a reference to “, LLC Real Estate Loan Agreement” immediately after the reference to “Real Estate Loan Agreement” therein.

3.8 As of the Amendment Effective Date, Article VI of the Credit Agreement is hereby amended by adding the following new Sections 6.14, 6.15 and 6.16 to the end thereof:

“6.14 Operating Leases No Loan Party will, nor will it permit any Subsidiary to, enter into any Operating Lease that is not on fair market terms nor for fair market rents or payments.

6.15 LLC Excluded Subsidiaries Borrower Representative shall cause each of the LLC Excluded Subsidiaries not to (i) carry on any business whatsoever other than in its capacity as a Landlord to Vitran Express, Inc., (ii) 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) grant a Lien to any Person against it or its personal or real property and assets (other than the Liens set forth on Schedule 6.2).

6.16 Vitran Properties USA, Inc. Vitran Properties USA, Inc. shall not (i) carry on any business whatsoever, (ii) own any Accounts or Rolling Stock or any other personal or real property and assets other than one hundred percent (100%) of the Equity Interests in the LLC Excluded Subsidiaries and a Deposit Account for collection of certain rents on behalf of the LLC Excluded Subsidiaries, and (iii) grant a Lien to any Person against it or its personal or real property and assets other than Liens in favour of the Administrative Agent.”.

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3.9 As of the Amendment Effective Date, Section 7 of the Credit Agreement is hereby amended by deleting Subsection (s) thereof in its entirety and substituting the following therefor:

“(s) any “Event of Default” occurs under the Real Estate Loan Agreement (as such term is defined therein) or any default or breach occurs under the LLC Real Estate Loan Agreement.”.

3.10 As of the Amendment Effective Date, Credit Agreement Schedules 3.5, 3.12, 3.14, 3.15, 4.1 and 6.1 are hereby deleted and replaced, in their entirety, by Schedules 3.5, 3.12, 3.14, 3.15, 4.1 and 6.1 attached hereto.

ARTICLE IV – CONDITIONS TO EFFECTIVENESS

4.1 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 (5) originally executed copies of this Amendment Agreement;

(b) Vitran Properties USA, Inc. delivering to the Agent five (5) originally executed copies of the Joinder Agreement (attached hereto as “Exhibit C”) and all other Loan Documents (including joinders to the U.S. Security Agreement) in form and substance satisfactory to the Administrative Agent;

(c) Net Proceeds in the amount of US$13,900,000 being delivered to the Administrative Agent for application to the Secured Obligations in accordance with Section 2.11(d) of the Credit Agreement;

(d) delivery of all documents (including, inter alia, the Priority, Access, Waiver and Subordination Agreement), opinions, certificates, etc., set forth on the Closing Agenda attached hereto as “Exhibit D”, each in form and substance satisfactory to the Administrative Agent; and

(e) delivery of all executed LLC Real Estate Facility loan documentation required by the Administrative Agent.

ARTICLE V – REPRESENTATIONS AND WARRANTIES

5.1 Each 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

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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 (other than in respect of any information contained in the Schedules attached to this Amendment Agreement), 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 Borrowers and the other Loan Parties purported to being secured thereby, including, under the Credit Agreement and the other Loan Documents.

(f) Operating Leases. In accordance with Section 6.9 of the Credit Agreement, all Operating Leases of any Loan Party entered into with Affiliates (including the

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LLC Excluded Subsidiaries), are in form and substance and on terms consistent with the provisions set forth in Subsections 6.9(a)(i) and (ii).

ARTICLE VI – AUTHORIZATION

The Required Lenders hereby authorize the Administrative Agent to accept and counstersign (in form and substance satisfactory to the Administrative Agent) a joinder to the U.S. Security Agreement delivered and executed by Vitran Properties USA, Inc.

ARTICLE VII – MISCELLANEOUS

7.1 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.

7.2 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 Borrowers 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.

7.3 Save as expressly set forth in this Amendment Agreement, (i) no additional waiver, consent or amendment in respect of any other term, condition, covenant, agreement or any other aspect of the Credit Agreement is intended or implied, and (ii) all other terms

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and conditions of the Credit Agreement remain in full force and effect. All other Loan Documents remain in full force and effect.

7.4 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.

7.5 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]

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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:	Senior Vice President & Region Manager

- Signature Pages to Third Amendment to Credit Agreement -

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender
By:	/S/ AUGGIE MARCHETTI
	Name:	Auggie Marchetti
	Title:	Senior Vice President & Region Manager
By:
	Name:
	Title:
ROYAL BANK OF CANADA, as a Canadian Lender
By:	/S/ ROBERT S. KIZELL
	Name:	Robert S. Kizell
	Title:	Attorney-in-fact
By:	/S/ MICHAEL PETERSEN
	Name:	Michael Petersen
	Title:	Attorney-in-fact
FIFTH THIRD BANK, as a Canadian Lender
By:	/S/ MAURO SPAGNOLO
	Name:	Mauro Spagnolo
	Title:	Managing Director & Principal Officer
By:
	Name:
	Title:
EXPORT DEVELOPMENT CANADA, as a Canadian Lender
By:	/S/ SHEILA BANNING
	Name:	Sheila Banning
	Title:	Asset Manager
By:	/S/ TREVOR MULLIGAN
	Name:	Trevor Mulligan
	Title:	Asset Manager

- Signature Pages to Third Amendment to Credit Agreement -

JPMORGAN CHASE BANK, N.A., as a U.S. Lender
By:	/S/ RANDY ABRAMS
	Name:	Randy Abrams
	Title:	Authorized Officer
By:
	Name:
	Title:
ROYAL BANK OF CANADA, as a U.S. Lender
By:	/S/ ROBERT S. KIZELL
	Name:	Robert S. Kizell
	Title:	Attorney-in-fact
By:	/S/ MICHAEL PETERSEN
	Name:	Michael Petersen
	Title:	Attorney-in-fact
FIFTH THIRD BANK, as a U.S. Lender
By:	/S/ WILLIAM KRUMMEN
	Name:	William Krummen
	Title:	Vice President
By:
	Name:
	Title:
EXPORT DEVELOPMENT OF CANADA, as a U.S. Lender
By:	/S/ SHEILA BANNING
	Name:	Sheila Banning
	Title:	Asset Manager
By:	/S/ TREVOR MULLIGAN
	Name:	Trevor Mulligan
	Title:	Asset Manager

- Signature Pages to Third Amendment to Credit Agreement -

VITRAN CORPORATION INC., as a Canadian Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President & Chief Executive Officer
By:
	Name:
	Title:
VITRAN EXPRESS CANADA INC., as a Canadian Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN CORPORATION, as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN EXPRESS, INC., as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Third Amendment to Credit Agreement -

LAS VEGAS/L.A. EXPRESS, INC., as U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN LOGISTICS CORP., as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN LOGISTICS, INC., as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
SHORTHAUL TRANSPORT CORPORATION, as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Third Amendment to Credit Agreement -

MIDWEST SUPPLY CHAIN, INC., as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
CAN-AM LOGISTICS INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President
By:
	Name:
	Title:
VITRAN LOGISTICS LIMITED, as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
EXPEDITEUR T.W. LTEE, as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Third Amendment to Credit Agreement -

1098304 ONTARIO INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President
By:
	Name:
	Title:
DONEY HOLDINGS INC., as a Guarantor
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, as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
1277050 ALBERTA INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Third Amendment to Credit Agreement -

SOUTHERN EXPRESS LINES OF ONTARIO LIMITED, as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN ENVIRONMENTAL SYSTEMS INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President
By:
	Name:
	Title:
0772703 B.C. LTD., as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
1833660 ONTARIO INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President
By:
	Name:
	Title:

- Signature Pages to Third Amendment to Credit Agreement -

VITRAN PROPERTIES USA, INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Third Amendment to Credit Agreement -

“EXHIBIT A”

REAL ESTATE SOLD TO LLC EXCLUDED SUBSIDIARIES

5500 Selma Hwy., Montgomery, AL

14 Tech Dr., Tifton, GA

2222 Fourth St., Rock Island, IL

1294 Maxwell Ave., Evansville, IN

2903 Foundation Dr., South Bend, IN

1602 Oliver Ave., Indianapolis, IN

615 Miami Ave., Kansas City, KS

6525 Washington Blvd., Eldridge, MD

150 Becknell St., Pearl, MS

2034 E. Sweet Ave., Bismarck, ND

4229 15th Ave. NW, Fargo, ND

3537 Bruce St., N. Las Vegas, NV

2789 E. Crescentville Rd., West Chester, OH

2850 Kramer Dr., Gibsonia, PA

2007 Shoppers Ln., Knoxville, TN

11529 Emerald St., Dallas, TX

2701 Roemer Rd., Appleton, WI

403 Holland St., Tomah, WI

826 Dumaine Rd., Mobile, AL

1622 Cedar Grove Rd., Conley, GA

2105 W. 162nd St., Markham, IL

18577 Dix-Toledo Hwy., Brownstown, MI

3890 Eastern SE, Grand Rapids, MI

15 Route 173 East, Hampton, NJ

5300 Crayton Ave., Cleveland, OH

5075 Krieger Ct., Columbus, OH

30520 Tracey Rd., Walbridge, OH

1200 Saint Johns Rd., Camp Hill, PA

2727 Farrisview Blvd., Memphis, TN

4318 Northfield Ln., Houston, TX

“EXHIBIT B”

LLC EXCLUDED SUBSIDIARIES

Vitran Alabama, LLC

Vitran Georgia, LLC

Vitran Illinois, LLC

Vitran Indianapolis, LLC

Vitran Indiana, LLC

Vitran Kansas, LLC

Vitran Maryland, LLC

Vitran Michigan, LLC

Vitran Mississippi, LLC

Vitran North Dakota, LLC

Vitran New Jersey, LLC

Vitran Nevada, LLC

Vitran Toledo, LLC

Vitran Cincinnati, LLC

Vitran Ohio, LLC

Vitran Pennsylvania, LLC

Vitran Tennessee, LLC

Vitran Texas, LLC

Vitran Wisconsin, LLC

Vitran Wichita, LLC

Vitran Sioux Falls, LLC

“EXHIBIT C”

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of December 28, 2012, is entered into between VITRAN PROPERTIES USA, INC., a Delaware corporation (the “New Subsidiary”) and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) under that certain Credit Agreement dated as of November 30, 2011 (as the same may be amended, modified, extended or restated from time to time, the “Credit Agreement”) among Vitran Corporation, a Nevada corporation, Vitran Corporation Inc., an Ontario corporation, the other Loan Parties party thereto, the Lenders party thereto, JPMORGAN CHASE BANK, N.A., Toronto Branch, as Canadian Administrative Agent and the Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

The New Subsidiary and the Administrative Agent, for the benefit of the Lenders, hereby agree as follows:

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a Loan Party under the Credit Agreement and a U.S. Loan Guarantor for all purposes of the Credit Agreement and shall have all of the rights, duties, benefits and obligations of a Loan Party and a U.S. Loan Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Loan Parties set forth in Article III of the Credit Agreement, (b) all of the covenants set forth in Articles V and VI of the Credit Agreement and (c) all of the guaranty obligations set forth in Article X of the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary, subject to the limitations set forth in Section 10.9 of the Credit Agreement, hereby guarantees, jointly and severally with the other Loan Guarantors, to the Administrative Agent and the Lenders, as provided in Article X of the Credit Agreement, the prompt payment and performance of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof and agrees that if any of the Guaranteed Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the New Subsidiary will, jointly and severally together with the other Loan Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

2. If required, the New Subsidiary is, simultaneously with the execution of this Agreement, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement.

3. The address of the New Subsidiary for purposes of Section 9.1 of the Credit Agreement is as follows:

4. The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary upon the execution of this Agreement by the New Subsidiary.

5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

VITRAN PROPERTIES USA, INC.

By:

Name:

Title:

Acknowledged and accepted:

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:

Name:

Title:

“EXHIBIT D”

CLOSING AGENDA

(See Attached)

SCHEDULES

(See Attached)

EX-10.14

Exhibit 10.14

Execution Copy

FOURTH AMENDMENT TO CREDIT AGREEMENT

EXECUTED by the parties hereto as of the 12^th day of February, 2013.

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 together with the Canadian Borrowers, the “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., 1833660 ONTARIO INC. and VITRAN PROPERTIES USA, 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, as Lenders
	(collectively the “Lenders”)

WHEREAS the Borrowers, the Guarantors, the Agent and the other Persons signatory thereto have entered into a Credit Agreement dated as of November 30, 2011, as amended by that certain First Amendment to Credit Agreement dated as of December 29, 2011, and by that certain Second Amendment to Credit Agreement dated as of October 10, 2012, and by that certain Third Amendment to Credit Agreement dated as of December 28, 2012 (including all annexes, exhibits and schedules thereto, as the same has been or may be further amended, modified, restated, supplemented or replaced from time to time, collectively the “Credit Agreement”);

AND WHEREAS the Borrower Representative has advised the Agent that Vitran Express Canada Inc. and Vitran Corporation intend to enter into a share sale transaction (the “Share Sale”) providing for the disposition of ten Loan Parties, which comprise Vitran’s supply chain business unit, consisting of the following Canadian Loan Parties, collectively referred to herein as the “Canadian Supply Chain Companies”, namely Vitran Logistics Limited, Can-Am

Logistics Inc., 1833660 Ontario Inc. (to be continued as Ace SCO Holdings Ltd. and immediately thereafter converted to a B.C. ULC called Ace SCO Holdings ULC, all prior to the date of such transaction), 1098304 Ontario Inc., 1277050 Alberta Inc. and 0772703 B.C. Ltd., and the following U.S. Loan Parties, collectively referred to herein as the “U.S. Supply Chain Companies”, namely Las Vegas/L.A. Express Inc., Vitran Logistics, Inc., Vitran Logistics Corp. and Midwest Supply Chain, Inc., pursuant to a share purchase agreement dated on or about the date hereof between Vitran Express Canada Inc., Vitran Corporation, and Legacy SCO, Inc., on terms and conditions satisfactory to the Agent, acting reasonably;

AND WHEREAS immediately prior to the Share Sale, certain of the Loan Parties propose to undertaking a corporate reorganization as set out in Schedule “A” hereto (the “Corporate Reorganization”);

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 Fourth 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 – CONSENTS

2.1 Notwithstanding the requirements or restrictions set forth in the Credit Agreement or any other Loan Document, including without limitation, Sections 5.2, 6.5, 6.8 and 6.9 of the Credit Agreement, the Agent and Lenders hereby consent to steps 1 through 4 of the Corporate Reorganization.

2.2 Notwithstanding the requirements or restrictions set forth in the Credit Agreement or any other Loan Document, including without limitation, Sections 6.5 and 6.9 of the Credit Agreement, the Agent and the Lenders hereby consent to the Share Sale, provided that in addition to the conditions set out in Article IV below, any Net Proceeds from the Share Sale that are received by or on behalf of Vitran Express Canada Inc. or Vitran Corporation shall, immediately after being received, be used to prepay the Obligations as set forth in Sections 2.11(c) and (d) of the Credit Agreement, and any failure to prepay the Obligations with such Net Proceeds shall constitute an Event of Default pursuant to paragraph (d) of Article VIII of the Credit Agreement, provided however that the Loan Parties shall not be required to use the Net Proceeds to cash collateralize Letters of Credit issued pursuant to Section 2.6 or the EDC LC Facility.

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ARTICLE III – AMENDMENTS

3.1 As of the Amendment Effective Date, Section 1.1 of the Credit Agreement is hereby amended as follows:

(a) by deleting the definition of “Applicable Rate” in its entirety and substituting the following therefor:

““Applicable Rate” means, for any day, (i) with respect to any Eurodollar Loan or CDOR Rate Loan, the spread of 2.75% per annum, and (ii) with respect to any CBFR Loan or Canadian Prime Rate Loan, the spread of 1.25% per annum, as the case may be.”;

(b) by deleting the definition of “Fixed Charge Coverage Trigger Period” in its entirety.

(c) by deleting the definition of “Maturity Date” in its entirety and substituting the following therefor:

““Maturity Date” means the earliest of (i) November 30, 2014, (ii) if EBITDA as of December 31, 2013, determined on a trailing six (6) month basis, is not greater than $2,000,000, then May 31, 2014, and (iii) any date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.”;

(d) by deleting the definition of “Revolving Commitment” in its entirety and substituting the following therefore:

““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 $50,000,000.”;

(e) by adding the following definition thereto in proper alphabetical order:

““Canadian Supply Chain Companies” means Vitran Logistics Limited, Can-Am Logistics Inc., 1833660 Ontario Inc. (to be continued as Ace SCO Holdings Ltd. and immediately thereafter converted to a B.C. ULC called Ace SCO Holdings ULC, all prior to the date of the Share Sale), 1098304 Ontario Inc., 1277050 Alberta Inc. and 0772703 B.C. Ltd.”

(f) by adding the following definition thereto in proper alphabetical order:

““Loan Commitment Conditions” has the meaning assigned to such term in Section 4.2.”;

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(g) by adding the following definition thereto in proper alphabetical order:

““Share Sale” means the Prepayment Event whereby ten Loan Parties which comprise Vitran’s supply chain business unit, consisting of the Canadian Supply Chain Companies and the U.S. Supply Chain Companies, were disposed of pursuant to a share purchase agreement between Vitran Express Canada Inc., Vitran Corporation, and Legacy SCO, Inc.”; and

(h) by adding the following definition thereto in proper alphabetical order:

““U.S. Supply Chain Companies” means Las Vegas/LA Express Inc., Vitran Logistics, Inc., Vitran Logistics Corp. and Midwest Supply Chain, Inc.”

3.2 As of the Amendment Effective Date, Subsection 2.6(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is 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, notwithstanding the foregoing, any Letter of Credit with a one year term that ends later than five Business Days prior to the Maturity Date, shall be permitted to expire at the end of its current term (with no further rollover, extension, or ‘evergreen’ capability), on the condition that (i) no later than five Business Days prior to the Maturity Date, the applicable Borrower has deposited in an account with the Administrative Agent, for the benefit of the U.S. Lenders or Canadian Lenders, as applicable, an amount in cash equal to 105% of the LC Exposure under such Letter of Credit, and (ii) the applicable Borrower has provided the Agent with evidence satisfactory to the Agent that no further rollover, extension, or ‘evergreen’ capability is permitted under such Letter of Credit which could provide for the expiry thereof beyond the end of its current term”.

3.3 As of the Amendment Effective Date, Subsection 2.9(c)(i) of the Credit Agreement is hereby amended by deleting the reference to $85,000,000 and replacing it with “$50,000,000”.

3.4 As of the Amendment Effective Date, Subsection 2.9(e) of the Credit Agreement is hereby amended by adding the following at the beginning thereof:

“Subject to the approval of the Administrative Agent, in its sole discretion,”.

3.5 As of the Amendment Effective Date, Subsection 2.9(f) of the Credit Agreement is hereby amended by deleting the reference to “$115,000,000” and replacing it with “$80,000,000”.

3.6 As of the Amendment Effective Date, Article IV of the Credit Agreement is hereby amended by adding the following new Section 4.2, and all existing references to Section 4.2 in the Credit Agreement shall be adjusted accordingly to refer to Section 4.3:

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“4.2 Additional Loan Conditions. As of the Amendment Effective Date (as such term is defined in the Fourth Amendment to Credit Agreement dated as of February 12, 2013), and notwithstanding any other provision in this Agreement or in any other Loan Documents, the obligations of the Lenders to make any Loans or Revolving Loans (including Canadian Revolving Loans and U.S. Revolving Loans) or any other advances or products under this Agreement, other than Letters of Credit (pursuant to Section 2.6), Banking Services, and Protective Advances (made at the discretion of the Agent) shall not become effective until the date on which the Administrative Agent shall have received evidence satisfactory to the Administrative Agent that: (i) cash on hand for each of the Loan Parties is zero, (ii) there are no Net Proceeds from the Share Sale remaining to the account of any of the Loan Parties, and (iii) EBITDA on a trailing six (6) month basis is greater than $2,000,000 (together, the “Loan Commitment Conditions”).”.

3.7 As of the Amendment Effective Date, Section 5.1 of the Credit Agreement is hereby amended as follows:

(a) by deleting the words “(or, if a Fixed Charge Coverage Trigger Period exists, under clause (c) above)” from Subsection 5.1(d);

(b) by deleting the words “and, when a Fixed Charge Coverage Trigger Period Exists, demonstrating compliance with Section 6.13,” from Subsection 5.1(d);

(c) by adding the following new Subsection 5.1(u) to the end thereof as follows:

“(u) immediately following the consummation of the Share Sale but prior to payment of the dividend permitted by Section 6.8(a)(iv), with all of the Loan Parties’ indebtedness, liabilities and obligations current in the ordinary course of business of the Loan Parties (including the prepayment in full of the Obligations (excluding, for greater certainty, prepaying or cash collateralizing Letters of Credit issued pursuant to Section 2.6 or the EDC LC Facility) owing and outstanding), the Borrowers’ aggregate cash on hand shall not be less than $50,000,000.”.

3.8 As of the Amendment Effective Date, Section 6.12 of the Credit Agreement is hereby amended by deleting the reference to $20,000,000 and replacing it with “$9,000,000”.

3.9 As of the Amendment Effective Date, Subsection 6.8(a) of the Credit Agreement is hereby amended by adding the following new Subsection (iv) to the end thereof:

“(iv) Vitran is permitted to make a one-time distribution of dividends at the rate of $0.50 per share in respect of its common shares, provided that (i) the aggregate amount paid out does not exceed $8,300,000, and (ii) such distribution is not made from the proceeds of a Revolving Loan.”.

3.10 As of the Amendment Effective Date, Article VI of the Credit Agreement is hereby amended by deleting Section 6.13, and the numbering of all remaining sections in Article VI shall be adjusted accordingly.

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3.11 As of the Amendment Effective Date, Article VI of the Credit Agreement is hereby amended by adding the following new Section 6.16 to the end thereof:

“6.16 EBITDA Test. Once the Loan Commitment Conditions have been met, the Loan Parties will maintain at all times EBITDA, calculated on a rolling six-month basis and tested at the end of each month, of not less than $2,000,000.”.

3.12 As of the Amendment Effective Date, Exhibit C of the Credit Agreement is hereby amended by deleting paragraph 5 thereof in its entirety, and adjusting the remaining paragraph numbering accordingly.

3.13 As of the Amendment Effective Date, the Revolving Commitment Schedule to the Credit Agreement is hereby deleted and replaced, in its entirety, by the Revolving Commitment Schedule attached hereto as Schedule “B”.

3.14 As of the Amendment Effective Date, the Credit Agreement is hereby amended and modified in accordance with the provisions set out herein, and shall be read in its entirety in the form attached hereto as Schedule “C”.

ARTICLE IV – CONDITIONS TO EFFECTIVENESS

4.1 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 all of the Lenders delivering to the Agent eight (8) originally executed copies of this Amendment Agreement;

(b) the Share Sale shall be consummated concurrently with effectiveness of this Amendment Agreement, on terms and conditions satisfactory to the Administrative Agent, acting reasonably;

(c) the Agent has been provided with satisfactory evidence that immediately following the Share Sale and the prepayment of the Obligations contemplated by Section 2.1 hereof (excluding, for greater certainty, prepaying or cash collateralizing Letters of Credit issued pursuant to Section 2.6 or the EDC LC Facility), aggregate cash on hand for all the Borrowers will not be less than $50,000,000;

(d) receipt by the Agent from the Borrower Representative of the following amendment fees, representing ten basis points (0.10%) of the Aggregate Revolving Commitments divided on a pro rata basis among the Lenders, which fees are paid in consideration for the amendments provided herein and shall be fully earned, due and payable on the date hereof:

(i) to JPMorgan Chase Bank, N.A. an amendment fee of US$20,000;

(ii) to Royal Bank of Canada an amendment fee of US$17,500;

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(iii) to Fifth Third Bank an amendment fee of US$7,500; and

(iv) to Export Development Canada an amendment fee of US$5,000;

(e) receipt by the Agent from the Borrower Representative of monthly pro forma financial projections for the 2013 fiscal year end and each quarter of the 2014 fiscal year, each of which shall include quarterly cash flow projections and Borrowing Base forecasts, and the Agent’s satisfaction with the foregoing; and

(f) receipt by the Agent from the Borrowers of 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, with all data based on the Borrowing Base Certificates most recently delivered in accordance with the Credit Agreement and updated on a pro forma basis to give effect to the Share Sale.

4.2 Notwithstanding Section 4.1 hereof, the consent to the Corporate Reorganization contained in Section 2.1 shall become effective upon execution of this Amendment Agreement by the Lenders.

ARTICLE V – REPRESENTATIONS AND WARRANTIES

5.1 Each 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.

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(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 (other than in respect of any information contained in the Schedules attached to this Amendment Agreement), 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 Borrowers and the other Loan Parties purported to being secured thereby, including, under the Credit Agreement and the other Loan Documents.

ARTICLE VI – RELEASE

6.1 The Agent is hereby authorized by the Lenders to, and the Agent shall, deliver to the Borrowers (i) written confirmation addressed to the Borrowers, the Canadian Supply Chain Companies, the U.S. Supply Chain Companies, the purchasers under the Share Sale and, if requested by such purchasers, any providers of financing to such purchasers in connection with the Share Sale that, as of the date of the consummation of the Share Sale, the Agent (a) releases the Canadian Supply Chain Companies and the U.S. Supply Chain Companies from any Loan Guaranty, Canadian Guarantee or U.S. Guarantee, as applicable, (b) releases the Canadian Supply Chain Companies and the U.S. Supply Chain Companies from the Canadian Security Agreement, the U.S. Security Agreement and any other security granted by any of them pursuant to or in connection with the Credit Agreement, as applicable, (c) undertakes to discharge, or authorizes the Borrowers, the purchasers under the Share Sale or their respective counsel to discharge, any registrations under the PPSA or the UCC made against the Canadian Supply Chain Companies and the U.S. Supply Chain Companies, and (d) undertakes to execute any additional documents or do any additional things as may be reasonably requested by the Borrowers or the purchasers under the Share Sale in furtherance of (a), (b) and (c) above, and (ii) concurrently with the release of such guarantees and security, all original Pledged Collateral (as defined in the Canadian Security Agreement and the U.S. Security

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Agreement) in respect of the Canadian Supply Chain Companies and the U.S. Supply Chain Companies in the possession of the Agent, including without limitation, the original share certificates representing shares in the capital of the Canadian Supply Chain Companies and the U.S. Supply Chain Companies and the related stock transfer powers of attorney, shall be delivered to the Borrowers or as they may otherwise direct in writing.

ARTICLE VII – MISCELLANEOUS

7.1 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.

7.2 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 Borrowers 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.

7.3 Save as expressly set forth in this Amendment Agreement, (i) no additional waiver, consent or amendment in respect of any other term, condition, covenant, agreement or any other aspect of the Credit Agreement is intended or implied, and (ii) 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.

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7.4 All costs incurred by the Agent in preparing this Amendment Agreement (including all external legal fees incurred by the Agent) shall be on the account of the Borrowers, and shall form part of the Secured Obligations.

7.5 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.

7.6 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]

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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:	Senior Vice President & Region Manager

- Signature Pages to Fourth Amendment to Credit Agreement -

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
as a Canadian Lender
By:	/S/ AUGGIE MARCHETTI
	Name:	Auggie Marchetti
	Title:	Senior Vice President & Region Manager
By:
	Name:
	Title:
ROYAL BANK OF CANADA,
as a Canadian Lender
By:	/S/ J PATCHELL
	Name:	J. Patchell
	Title:	Attorney-in-fact
By:	/S/ MICHAEL PETERSEN
	Name:	Michael Petersen
	Title:	Attorney-in-fact
FIFTH THIRD BANK,
as a Canadian Lender
By:	/S/ MAURO SPAGNOLO
	Name:	Mauro Spagnolo
	Title:	Managing Director & Principal Officer
By:
	Name:
	Title:
EXPORT DEVELOPMENT CANADA,
as a Canadian Lender
By:	/S/ SHEILA BANNING
	Name:	Sheila Banning
	Title:	Asset Manager
By:	/S/ KEVIN SKILLITER
	Name:	Kevin Skilliter
	Title:	Sr. Asset Manager

- Signature Pages to Fourth Amendment to Credit Agreement -

JPMORGAN CHASE BANK, N.A.,
as a U.S. Lender
By:	/S/ RANDY ABRAMS
	Name:	Randy Abrams
	Title:	Authorized Officer
By:
	Name:
	Title:
ROYAL BANK OF CANADA,
as a U.S. Lender
By:	/S/ J PATCHELL
	Name:	J. Patchell
	Title:	Attorney-in-fact
By:	/S/ MICHAEL PETERSEN
	Name:	Michael Petersen
	Title:	Attorney-in-fact
FIFTH THIRD BANK,
as a U.S. Lender
By:	/S/ WILLIAM J. KRUMMEN
	Name:	William J. Krummen
	Title:	Vice President
By:
	Name:
	Title:
EXPORT DEVELOPMENT OF CANADA,
as a U.S. Lender
By:	/S/ SHEILA BANNING
	Name:	Sheila Banning
	Title:	Asset Manager
By:	/S/ KEVIN SKILLITER
	Name:	Kevin Skilliter
	Title:	Sr. Asset Manager

- Signature Pages to Fourth Amendment to Credit Agreement -

VITRAN CORPORATION INC.,
as a Canadian Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President & Chief Executive Officer
By:
	Name:
	Title:
VITRAN EXPRESS CANADA INC.,
as a Canadian Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN CORPORATION,
as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN EXPRESS, INC.,
as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Fourth Amendment to Credit Agreement -

LAS VEGAS/L.A. EXPRESS, INC.,
as U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN LOGISTICS CORP.,
as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN LOGISTICS, INC.,
as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
SHORTHAUL TRANSPORT CORPORATION,
as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Fourth Amendment to Credit Agreement -

MIDWEST SUPPLY CHAIN, INC.,
as a U.S. Borrower and as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
CAN-AM LOGISTICS INC.,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President
By:
	Name:
	Title:
VITRAN LOGISTICS LIMITED,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
EXPEDITEUR T.W. LTEE,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Fourth Amendment to Credit Agreement -

1098304 ONTARIO INC.,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President
By:
	Name:
	Title:
DONEY HOLDINGS INC.,
as a Guarantor
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,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
1277050 ALBERTA INC.,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Fourth Amendment to Credit Agreement -

SOUTHERN EXPRESS LINES OF ONTARIO LIMITED,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
VITRAN ENVIRONMENTAL SYSTEMS INC., as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President
By:
	Name:
	Title:
0772703 B.C. LTD.,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:
1833660 ONTARIO INC.,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	President
By:
	Name:
	Title:

- Signature Pages to Fourth Amendment to Credit Agreement -

VITRAN PROPERTIES USA, INC.,
as a Guarantor
By:	/S/ RICHARD E. GAETZ
	Name:	Richard E. Gaetz
	Title:	Chief Executive Officer
By:
	Name:
	Title:

- Signature Pages to Fourth Amendment to Credit Agreement -

SCHEDULE A

CORPORATE REORGANIZATION MEMO

- Signature Pages to Fourth Amendment to Credit Agreement -

SCHEDULE B

REVOLVING COMMITMENT SCHEDULE

Lender	Canadian Commitment		U.S. Commitment		Revolving Commitment		Applicable Percentage of Aggregate Revolving Commitments
JPMorgan Chase Bank, N.A., Toronto Branch1	$	6,000,000	$	14,000,000	$	20,000,000		40	%
Royal Bank of Canada2	$	5,250,000	$	12,250,000	$	17,500,000		35	%
Fifth Third Bank3	$	2,250,000	$	5,250,000	$	7,500,000		15	%
Export Development Canada4	$	1,500,000	$	3,500,000	$	5,000,000		10	%
Total	$	15,000,000	$	35,000,000	$	50,000,000		100.00	%

The U.S. Commitment and Canadian Commitment are subfacilities of the Revolving Commitment and are not in addition to the Revolving Commitment.

¹  U.S. Loans will be funded through JPMorgan Chase Bank, N.A.

²  U.S. Loans will be funded through Royal Bank of Canada.

³  U.S. Loans will be funded through Fifth Third Bank.

⁴  U.S. Loans will be funded through Export Development Canada.

SCHEDULE C

FORM OF AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.16

Exhibit 10.16

SECOND AMENDMENT TO AMENDED AND RESTATED COMMITMENT LETTER

THIS SECOND AMENDMENT TO AMENDED AND RESTATED COMMITMENT LETTER is made as of this 31^st day of October, 2012.

BETWEEN:

VITRAN EXPRESS CANADA INC. (“Express”)

- and -

VITRAN ENVIRONMENTAL SYSTEMS INC. (“VES” together with Express, the “Borrowers”)

- and -

VITRAN CORPORATION INC. (“Vitran”)

- and -

EXPEDITEUR T.W. LTEE (“ETW” together with Vitran, the “Covenantors”)

- and -

CMLS FINANCIAL LTD. (the “Lender”)

WHEREAS Express, the Covenantors and the Lender entered into an amended and restated commitment letter dated as of November 30, 2011 (the “Original Commitment Letter”) pursuant to which the Lender agreed to provide a $39,225,000 loan (the “Initial Loan”) to Express secured by, among others, charges/mortgages over the following real properties owned by Express and municipally known as: (a) 1201 Creditstone Road, Vaughan, Ontario and 2700 Langstaff Road, Vaughan, Ontario (collectively, the “ON Property”), (b) 10077 Grace Road, Surrey, British Columbia (the “BC Property”), and (c) 18204-111 Avenue NW, Edmonton, Alberta (the “AB Property”);

AND WHEREAS with the consent of the Lender, Express transferred all of its rights, title and interests in the AB property to VES pursuant to a general conveyance and assumption agreement dated as of August 30, 2012 at 10:30 a.m. between Express and VES (the “Conveyance and Assumption Agreement”);

AND WHEREAS the Lender, the Borrowers and the Covenantors entered into an assumption and amendment agreement dated as of August 30, 2012 (governed by Ontario law) and an assumption and amendment agreement dated as of August 30, 2012 (governed by Alberta law) (collectively, the “First Amendment to Commitment Letter”); and pursuant to the First Amendment to Commitment Letter and the Conveyance and Assumption Agreement, VES agreed to, among other things, become a borrower under the Original Commitment Letter, assume all of the obligations of Express under the Original Commitment Letter in respect of the AB Property and the charge/mortgage in favour of the Lender in respect of the AB Property;

AND WHEREAS VES owns the real property municipally known as 2608 Vitran Drive, MacDonald, Manitoba (the “MB Property”) and it wishes to obtain a loan in the principal amount of up to $5,500,000 (the “New Loan” together with the Initial Loan, the “Loan”) from the Lender and the New Loan shall be secured by a charge/mortgage over the MB Property;

AND WHEREAS the Original Commitment Letter, as amended by the First Amendment to Commitment Letter is referred as, the “Commitment Letter”;

AND WHEREAS the Borrowers, the Covenantors and the Lender desire to amend certain provisions of the Commitment Letter in certain respects as provided in this second amendment to amended and restated commitment letter (the “Second Amendment”);

NOW THEREFORE in consideration of the premises and the agreements herein set out and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms.

Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Commitment Letter.

In the Commitment Letter, terms defined in the singular have the same meaning when used in the plural, and vice-versa. For greater certainty, all references to “Borrower” in the Commitment Letter shall include both of Express and VES, or either one of them, as the context requires. When used in the context of a general statement followed by a reference to one or more specific items or matters, the term “including” shall mean “including, without limitation”, the term “include” shall mean “include, without limitation” and the term “includes” shall mean “includes, without limitation”.

2. Amendments to Commitment Letter.

Subject to the conditions as to effectiveness set forth in Section 6 of this Second Amendment, on the Second Amendment Effective Date (as hereinafter defined) the Commitment Letter is hereby amended as follows:

(a) The “Re” line in the Commitment Letter is hereby amended by adding the following underneath the last property listed:

“2608 Vitran Drive, MacDonald, MB, R3Y 1G5”

(b) The existing paragraphs in the “Loan Type” section of the Commitment Letter are hereby deleted in their entirety and replaced with the following:

“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” together with the BC Property and the AB Property, the “Initial Properties”)

2608 Vitran Drive, MacDonald, Manitoba R3Y 1G5 (the “MB Property”)”

2.

(c) The existing paragraph in the “Borrower(s)” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“Vitran Express Canada Inc. (“Express”) and Vitran Environmental Systems Inc. (“VES”, together with Express, the “Borrower”).

(d) The existing paragraph in the “Covenantors” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“A guarantee shall be provided by Vitran Corporation Inc. (“Vitran”), each of the Borrowers (as to VES, with respect to Loan Nos. 50149 and 50151, and as to Express, with respect to Loan Nos. 50150 and 50171) and Expediteur T.W. Ltee (“ETW’) (collectively, the “Covenantor(s)”) on a joint and several basis to make payments under the Loan and to perform all other obligations of the Borrowers until the Loan has been satisfactorily repaid in full.”

(e) The existing paragraph in the “Description of Property” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“A portfolio of four properties containing approximately 238,080 rentable square feet.”

(f) The existing paragraphs in the “Principal Amount” section of the Commitment Letter are hereby deleted in their entirety and replaced with the following:

“The principal amount of the Initial Loan under this Commitment Letter is $39,225,000 (the “Initial Properties Principal Amount”), the principal amount of the New Loan under this Commitment Letter is $5,500,000 (the “MB Property Principal Amount”, together with the Initial Properties Principal Amount, 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.

CMLS 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
CMLS Loan 50171	2608 Vitran Drive, MacDonald, MB	$  5,500,000

3.

(g) The existing first paragraph in the “Interest Rate” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“For Loan Nos. 50149, 50150, and 50151, the interest rate for such loans will be 300 basis points and for Loan No. 50171, the interest rate for such loan will be 275 basis points, in each case 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 for Loan Nos. 50149, 50150, and 50151 shall not be less than 4.75% and the Interest Rate for Loan No. 50171 shall not be less than 4.25%.”

(h) The existing paragraphs in the “Commitment Expiry” section of the Commitment Letter are hereby deleted in their entirety and replaced with the following:

“The commitment expiry date shall be December 15, 2011 for Loan Nos. 50149, 50150, and 50151 (the “Initial Loan Commitment Expiry Date”), and November 30, 2012 for Loan No. 50171 (the “New Initial Loan Commitment Expiry Date” together with the Initial Loan Commitment Expiry Date, the “Commitment Expiry Date”).

Please also refer to clause entitled “Commitment Expiry” contained in the Standard Terms and Conditions.”

(i) The existing paragraph in the “Interest Adjustment Date” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“The first (1st) day of the month next following the date of the advance of funds; being: (a) December 1, 2011 for Loan Nos. 50149, 50150, and 50151 for the Initial Properties (the “Initial Loan Interest Adjustment Date”), and (b) November 1, 2012 for Loan No. 50171 (the “New Loan Interest Adjustment Date” together with Initial Loan Interest Adjustment Date, the “Interest Adjustment Date”).”

(j) The existing paragraph in the “Maturity Date” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“December 1, 2018 (the “Maturity Date”).”

(k) The existing paragraph in the “Operating Statements” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“Receipt and satisfactory review by the Lender of operating statements on each of the Initial Properties for the past three years and no operating statement is required for the MB Property.”

4.

(l) The existing paragraph in the “Appraisal” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“For the Initial Properties, receipt and satisfactory review by the Lender of appraisal reports on each of the Initial 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 Borrower. The Lender confirms that the appraisals relating to the Initial Properties dated October 31, 2011 prepared by Cushman & Wakefield Ltd. are acceptable for the purposes of satisfying the condition in this paragraph.

For the MB Property, receipt and satisfactory review by the Lender of appraisal report on the MB Property from Colliers International, acceptable to the Lender, establishing a minimum total market value for mortgage purposes of $8,500,000. The appraisal shall be accompanied by reliance letters authorizing the Lender to use and rely upon the appraisals for financing purposes. All costs associated with the Colliers International appraisals will be to the account of the Borrower. The Lender confirms that the Prospective Narrative Appraisal dated September 6, 2012 prepared by Colliers International is acceptable for the purposes of satisfying the condition in this paragraph.”

(m) The existing first paragraph in the “Environmental Report (“ESA”)” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“Receipt and acceptance by the Lender of Phase I environmental reports or audits on each of the Properties prepared by an environmental consultant satisfactory to the Lender (the “Consultant”). 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. For the Initial Properties, the Lender confirms that the ESA Phase 1 Reports relating to the Initial Properties dated September 15, 2011 prepared by Pinchin Environmental are acceptable for the purposes of satisfying the condition in this section relating to the Initial Properties. For the MB Property, the Lender confirms that the Phase I Environmental Site Assessment Update, 2608 Vitran Drive, in the R.M. of MacDonald, Manitoba dated August 20, 2012 prepared by AMEC Earth & Environmental, a division of AMEC Americas Limited (“AMEC”) in respect of the MB Property relating to the MB Property is acceptable for the purposes of satisfying the condition in this section relating to the MB Property.”

5.

(n) The existing paragraph in the “Engineering Report/Building Condition Report” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“For the Initial Properties, 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 Initial 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 Initial 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 Initial Properties dated September 15, 2011 prepared by Pinchin Environmental are acceptable for the purposes of satisfying the condition in this section. For the MB Property, no engineering report is required.”

(o) The existing paragraph in the “Corporate Structure” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“The Lender’s counsel shall confirm to the Lender that Express is the registered owner of the ON Property and the BC Property and VES is the registered owners of the AB Property and the MB Property and the ownership structure is as represented by the Borrowers to the Lender.”

(p) The existing paragraphs in the “Counsel” section of the Commitment Letter are hereby deleted in their entirety and replaced with the following:

“The solicitor acting for the Lender in this transaction will be:

Fraser Milner Casgrain LLP – Attention: Charles Rich

Suite 400, 77 Kings Street West, The Toronto Dominion Centre

Toronto, Ontario M5K 0A1

and

Thompson Dorfman Sweatman LLP – Attention: Richard Adams

Suite 2200-201 Portage Avenue

Winnipeg, Manitoba R3B 3L3

The solicitor acting for the Borrowers in this transaction will be:

McMillan LLP – Attention: Eric B. Friedman

Suite 4400, 181 Bay Street, Brookfield Place, Bay Wellington Tower

Toronto, Ontario M5J 2T3

and

Monk Goodwin LLP – Attention: Ernest M. Shewchuk

800 – 444 St. Mary Avenue

6.

Winnipeg, Manitoba R3C 3T1”

(q) The existing subhead and paragraph in the “Survey (BC and Ontario Property)” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“SURVEY (BC PROPERTY, ON PROPERTY AND MB 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 BC Property, ON Property and MB Property, 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 Borrowers 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.”

(r) The existing paragraph in the “Fees” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“For the Initial Properties, the Lender acknowledges its receipt of a standby deposit in the amount of $392,250.00 made payable to the Lender from Express (the “Express Standby Deposit”) to be held by the Lender, without interest, to ensure the performance of the Express’s obligations under the Commitment Letter, the Express Standby Deposit represents 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 the 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 Express Standby Deposit, the Lender shall be entitled to seek compensation therefore in addition to retaining the Express 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 Express an amount equal to the Express Standby Deposit amount without deductions or interest. Express hereby acknowledges its receipt of the refund of $392,250.00 from the Lender on November 30, 2011.

For the MB Property, (a) the Lender acknowledges its receipt of a standby deposit in the amount of $55,000.00 made payable to the Lender from VES (the “VES Standby Deposit”) to be held by the Lender, without interest, to ensure the performance of the VES’ obligations hereunder, the VES Standby Deposit represents 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 the Commitment Letter (as amended by this Second Amendment) 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 VES Standby Deposit, the Lender shall be entitled to seek compensation therefore in addition to retaining the VES Standby Deposit. If the Loan transaction contemplated by this Commitment Letter (as amended by this Second Amendment) is completed in accordance with its terms, upon the

7.

advance of the New Loan, the Lender shall immediately pay to VES an amount equal to the VES Standby Deposit amount without deductions or interest, and (b) the Lender acknowledges its receipt of a non-refundable processing fee in the amount of $11,000.00 made payable to the Lender from VES.”

(s) The following paragraphs will be added as new sections 28 and 29 in the Commitment Letter:

“28. PRIORITY, ACCESS AND WAIVER AGREEMENT

The parties hereto acknowledge that the Loans to be made pursuant to this Commitment Letter shall be subject to the terms and conditions of the priority, access and waiver agreement made as of November 30, 2011 by among, inter alios, JPMorgan Chase Bank, N.A. and the Lender, as amended by the first amendment to priority, access and waiver agreement dated as of August 20, 2011, as amended by the second amendment to priority, access and waiver agreement dated as of October 31, 2012 and as it may be further amended, restated, supplemented or otherwise modified from time to time.

29. ARCHITECT’S CERTIFICATE OF COMPLETION

For the MB Property, receipt and satisfactory review by the Lender of an architect’s certificate addressed to the Lender confirming the building and development of the project has been completed as per the approved plans and specifications, along with a specific acknowledgement addressed to the Lender from the project architect that the MB Property was built in accordance with recommendation of AMEC in accordance with the geo-technical report dated March 1, 2011 prepared by AMEC.”

(t) The existing paragraph in the “Commitment Expiry” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“Time is of the essence.

The Initial Loan must be advanced by the Initial Loan Commitment Expiry Date, as the same may be extended in accordance with the terms of this Commitment Letter. If the Initial Loan is not advanced by the Initial Loan Commitment Expiry Date due to a failure on the part of Express 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 the commitment for the Initial Loan and retain the Express Standby Deposit. If the Lender extends the Initial Loan Commitment Expiry Date, Express will pay, at the option of the Lender, a late disbursement fee. The late disbursement fee will be based on the amount of the Initial Loan and the difference between the interest rate on the Initial Loan and the interest rate available to the Lender on short-term investments, for a duration equal to the time beyond the Initial Loan Commitment Expiry Date and the actual funding date. The parties acknowledge that the Initial Loan was advanced prior to the Initial Loan Commitment Expiry Date.

8.

The New Loan must be advanced by the New Loan Commitment Expiry Date, as the same may be extended in accordance with the terms of this Commitment Letter. If the New Loan is not advanced by the New Loan Commitment Expiry Date due to a failure on the part of VES 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 its commitment for the New Loan and retain the VES Standby Deposit. If the Lender extends the New Loan Commitment Expiry Date, VES will pay, at the option of the Lender, a late disbursement fee. The late disbursement fee will be based on the amount of the New Loan and the difference between the interest rate on the New Loan and the interest rate available to the Lender on short-term investments, for a duration equal to the time beyond the New Loan Commitment Expiry Date and the actual funding date.”

(u) The existing paragraphs in the “Repayment” section of the Commitment Letter are hereby deleted in their entirety and replaced with the following:

“1. The Borrowers shall pay the Principal Amount together with interest thereon in consecutive monthly instalments 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:

For the Initial Properties:

(a) on the Initial Loan Interest Adjustment Date (being December 1, 2011), a payment of $5,104.63 being the interest due on the Initial Properties Principal Amount advanced computed at the Interest Rate from the date of advance up to but excluding the Initial Loan Interest Adjustment Date; and

(b) from and including the Initial Loan Interest Adjustment Date, monthly payments of $222,584.46 representing a portion of the Initial Properties Principal Amount and the total interest accrued and outstanding at the Interest Rate computed from and including the Initial Loan 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 Initial Properties Principal Amount shall be due in full on the Maturity Date or on such earlier date as the Initial Properties Principal Amount may be declared to be due and payable by the Lender together with interest accrued and unpaid thereon.

9.

For the MB Property:

(d) on the New Loan Interest Adjustment Date (being November 1, 2012), a payment of $656.94 being the interest due on the MB Property Principal Amount advanced computed at the Interest Rate from the date of advance up to but excluding the New Loan Interest Adjustment Date; and

(e) from and including the New Loan Interest Adjustment Date, monthly payments of $29,832.49 representing a portion of the MB Property Principal Amount and the total interest accrued and outstanding at the Interest Rate computed from and including the New Loan 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 December 1, 2012 and the last payment of which shall be made on the first day of the month immediately preceding the Maturity Date; and

(f) the outstanding MB Property Principal Amount shall be due in full on the Maturity Date or on such earlier date as the MB Property 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 forms executed by the Borrowers.

3. All instalments received by the Lender shall be applied firstly against interest outstanding and secondly against the applicable Principal Amount.

4. All payments to be made by the Borrowers 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 Borrowers 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 Borrowers; provided that in the event either of the Borrowers 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.”

(v) The existing paragraph 2 in the “Prepayment Privileges” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

10.

“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 the applicable Borrower 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, the AB Property and the MB Property are $0.00.”

(w) The existing paragraph 6(a) in the “Insurance” section of the Commitment Letter is hereby deleted in its entirety and replaced with the following:

“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, $5,256,250 for the ON Property or $1,375,000 for the MB 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 applicable Borrower and shall be applied by the applicable Borrower towards the restoration, repairing or rebuilding the applicable Property and the applicable Borrower shall forthwith give notice thereof to the Lender which notice shall set forth its estimate of the date by which the restoration, reconstruction or replacement can be effected and completed; the applicable Borrower shall also provide such other evidence as the Lender may reasonably require with respect to such restoration, reconstruction or replacement;”

(x) The existing paragraph in the “Disbursement” section of the Commitment Letter is hereby deleted in its entirety and replaced by the following:

“Prior to the disbursement of the Initial Loan, the Mortgage shall be registered against the Initial Properties, the Initial 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 Initial Loan advance and (ii) Permitted Encumbrances) and all other terms and conditions of this Commitment Letter shall have been satisfied.

Prior to the disbursement of the New Loan, the Mortgage shall be registered against the MB Property, the MB 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 New Loan advance and (ii) Permitted Encumbrances) and all other terms and conditions of this Commitment Letter shall have been satisfied.”

5. Representations and Warranties.

Each of the Borrowers and Covenantors hereby represents and warrants to and for the benefit of the Lender that as of the date hereof (which representations and warranties shall survive the execution and delivery of this Second Amendment):

11.

(a) it has the corporate power and capacity to execute, deliver and perform the terms and provisions of this Second Amendment and the Commitment Letter (as amended by this Second Amendment);

(b) this Second Amendment and each new, amended or amended and restated Loan Document delivered to Lender to which it is a party has been duly executed and delivered by it, do not require the consent or approval of any Person and constitute a legal, valid and binding obligations enforceable against it in accordance with their terms; do not nor does the performance or observance by it of any of the matters and things herein provided for, contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon it or any provision of its constating documents or any covenant, indenture or agreement of or affecting it or any or its assets, or result in the creation or imposition of any lien on any such assets;

(c) each of this Second Amendment, and the Commitment Letter, as amended by this Second Amendment, and each of the other Loan Documents delivered by it constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms subject to applicable bankruptcy, reorganization, winding-up, insolvency, moratorium or other laws of general application affecting creditors’ rights generally and general principles of equity; and

(d) all of the representations and warranties made by it in the Commitment Letter and the other Loan Documents to which it is a party are and continue to be true, complete and correct in all respects and no Event of Default under the Commitment Letter has occurred or is continuing.

6. Amendment to Charge and Security Agreements.

Express hereby agrees that all references to “Hazardous Material” shall be replaced with “Hazardous Substances” throughout: (a) the charge and security agreement dated November 30, 2011 (governed by Ontario law), and (b) the charge and security agreement dated November 30, 2011 (governed by British law) each granted by it in favour of the Lender.

VES hereby agrees that all references to “Hazardous Material” shall be replaced with “Hazardous Substances” throughout the charge and security agreement dated November 30, 2011 (governed by Alberta law) granted by Express in favour of the Lender (and assumed by VES pursuant to the First Amendment to Commitment Letter and the Conveyance and Assumption Agreement).

7. Second Amendment Effective Date.

Notwithstanding any term or provision of this Second Amendment to the contrary, Sections 2 and 3 hereof shall not become effective until the Lender shall have determined that each of the conditions precedent in the section entitled “Security Funding/Conditions Precedent” of the Commitment Letter (as amended by this Second Amendment) shall have been satisfied (the date on which such conditions precedent are satisfied, as confirmed in writing by the Lender to the Borrowers, is hereinafter referred to as the “Second Amendment Effective Date”).

12.

8. References To Commitment Letter; One Agreement; Conflict.

The term “Commitment Letter”, “hereof”, “herein” and similar terms as used in the Commitment Letter, and references in the Commitment Letter and the other Loan Documents to the Commitment Letter and the other Loan Documents, shall mean and refer respectively to, from and after the Second Amendment Effective Date, the Commitment Letter and other Loan Documents as modified or supplemented by this Second Amendment. This Second Amendment and the Commitment Letter shall be read together and constitute one agreement with the same effect as if the amendments made by this Second Amendment had been contained in the Commitment Letter as of the Second Amendment Effective Date. If there is a conflict or inconsistency between any provision of this Second Amendment and any provision of the Commitment Letter, the relevant provision of this Second Amendment shall prevail to the extent of such conflict or inconsistency.

The Commitment Letter as amended by this Second Amendment and the Loan Documents constitute the entire agreement and understanding among the parties hereto relating to the subject-matter hereof. The Commitment Letter as amended by this Second Amendment supercedes and replaces in its entirety the commitment letter issued by the Lender in favour of Vitran dated as of August 15, 2012 (the “August Commitment Letter”) and accordingly, upon execution and delivery of this Second Amendment by each of the parties hereto, the August Commitment Letter shall cease to be of any force or effect.

9. Confirmation of Security, Guarantee and Effectiveness of Commitment Letter

(a) Each of the Covenantors hereby acknowledges, consents and agrees to the amendments to the Commitment Letter contained herein. The obligations of each of the Covenantors owing to Lender under any guarantees given by it to the Lender shall not be diminished, released, extinguished or otherwise negatively affected in any way by the amendments contained herein. Each of the Covenantors hereby acknowledges and agrees that its guarantee constitutes a legal, valid and binding and continuing obligation, enforceable against each of the Covenantors in accordance with its terms, and confirms for greater certainty that all new obligations incurred by each of the Borrowers pursuant to the Commitment Letter as amended by this Second Amendment are included in obligations guaranteed by each of the Covenantors pursuant to its guarantee, subject to any limits therein.

(b) Each of the Borrowers and the Covenantors confirms the continued effectiveness of the security documents or agreements delivered by it to the Lender (as described in the “Security” section of the Commitment Letter), as security for, inter alia, indebtedness, liabilities and obligations under or in respect of the Commitment Letter as amended hereby or under its guarantee thereof, as applicable.

(c) Except as expressly set forth herein, nothing herein shall be deemed to be a waiver of any covenant or agreement contained in, or any Event or Default under, the Commitment Letter, and each of the parties hereto agrees that, as modified or supplemented by this Second Amendment, all of the covenants and agreements and other provisions contained in the Commitment Letter and the other Loan Documents are hereby ratified and confirmed in all respects and shall continue to be in full force and effect from and after the Second Amendment Effective Date.

13.

10. No Novation.

This Second Amendment will not discharge or constitute novation of any debt, obligation, covenant or agreement contained in the Commitment Letter or any of the other Loan Documents but same shall remain in full force and effect save to the extent same are amended by the provisions of this Second Amendment.

11. Lender’s Expenses.

The Borrower agrees to pay and directs the Lender to deduct from the New Loan to be advanced such an amount sufficient to fully pay for the Lender’s reasonable expenses (including legal expenses and disbursements) arising in connection with this Second Amendment.

12. Further Assurances.

Each of the parties hereto agrees to execute and deliver or cause to be executed and delivered all such instruments and to take all such action as the other party may reasonably request, in order to effectuate the intent and purposes of and to carry out the terms of this Second Amendment.

13. Governing Law.

This Second Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

14. Counterparts.

This Second Amendment may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same agreement. Counterparts may be executed in original, facsimile or electronic mail (portable document format) form and the parties may adopt any signatures received by facsimile or electronic mail as original signatures of the parties.

15. Captions And Headings.

The captions and headings preceding the text of the sections of this Second Amendment are inserted for convenience only and shall not constitute a part of this Second Amendment, nor shall they in any way affect its meaning, construction or effect.

16. Time Of The Essence.

Time shall be of the essence in this Second Amendment in all respects.

[signature pages follow]

14.

IN WITNESS WHEREOF the parties have executed this Second Amendment as of the date first set out above.

VITRAN EXPRESS CANADA INC.		VITRAN CORPORATION INC.
Per:	/s/ RICHARD E. GAETZ	Per:	/s/ RICHARD E. GAETZ
Name:	Richard E. Gaetz	Name:	Richard E. Gaetz
Title:	Chief Executive Officer	Title:	Chief Executive Officer and President
Per:		Per:
Name:		Name:
Title:		Title:
VITRAN ENVIRONMENTAL SYSTEMS INC.		EXPEDITEUR T.W. LTEE
Per:	/s/ RICHARD E. GAETZ	Per:	/s/ RICHARD E. GAETZ
Name:	Richard E. Gaetz	Name:	Richard E. Gaetz
Title:	President	Title:	Chief Executive Officer
Per:		Per:
Name:		Name:
Title:		Title:

Signature Page - Second Amendment

CMLS FINANCIAL LTD.
Per:	/s/ BEVERLY WHITE
Name:	Beverly White
Title:	Vice President
Per:
Name:
Title:

Signature Page - Second Amendment

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

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 19, 2013 on the consolidated balance sheets of Vitran Corporation Inc. as of December 31, 2012 and December 31, 2011, and the related consolidated statements of income (loss), comprehensive income (loss), shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2012, and the related financial statement schedules, and the effectiveness of internal control over financial reporting, which reports appear in the December 31, 2012 annual report on Form 10-K of Vitran Corporation Inc.

/s/ KPMG

Chartered Accountants, Licensed Public Accountant

Toronto, Canada

February 19, 2013

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 21, 2013

/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 21, 2013

/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, 2012, 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 21, 2013	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

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Lease Commitments (Tables)

12 Months Ended

Dec. 31, 2012

Lease Commitments [Abstract]

Summary of future minimum rental payments related to operating lease

Year ending December 31:
2013	$	26,698
2014		22,362
2015		17,420
2016		11,257
2017		4,888
Thereafter		5,415
	$	88,040

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Long Term Debt (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Future principal repayments on long term debt and capital lease
2013	$ 3,339
2014	35,003
2015	3,428
2016	3,586
2017	2,944
Thereafter	57,036
Total	$ 105,336	$ 73,889

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Property and Equipment (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Property and Equipment (Textual) [Abstract]
Depreciation expense	$ 13.3	$ 12.8

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Lease Commitments (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Lease Commitments (Textual) [Abstract]
Rental expense under operating lease	$ 28.5	$ 21.2	$ 15.2
Maximum Exposure Under lease guarantee	$ 10.6

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Long Term Debt (Details Textual)	12 Months Ended		1 Months Ended			12 Months Ended			1 Months Ended						11 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 28, 2012 U.S. real estate facilities [Member] USD ($) Vehicle	Jan. 22, 2013 U.S. real estate facilities [Member] USD ($) Vehicle	Dec. 31, 2011 U.S. real estate facilities [Member] USD ($)	Dec. 31, 2012 U.S. real estate facilities [Member] Maximum [Member]	Dec. 31, 2012 U.S. real estate facilities [Member] Minimum [Member] USD ($)	Dec. 31, 2011 U.S. real estate facilities [Member] Minimum [Member]	Nov. 01, 2012 Canadian real estate facilities [Member] CAD Vehicle	Dec. 31, 2012 Canadian real estate facilities [Member] USD ($)	Dec. 31, 2011 Canadian real estate facilities [Member] USD ($)	Nov. 30, 2011 Canadian real estate facilities [Member] CAD	Dec. 31, 2012 Canadian real estate facilities [Member] Maximum [Member]	Dec. 31, 2012 Canadian real estate facilities [Member] Minimum [Member]	Nov. 30, 2011 ABL Credit Facility [Member]	Dec. 31, 2012 ABL Credit Facility [Member] USD ($)	Dec. 31, 2011 ABL Credit Facility [Member] USD ($)	Dec. 31, 2012 ABL Credit Facility [Member] Maximum [Member]	Dec. 31, 2011 ABL Credit Facility [Member] Maximum [Member]	Nov. 30, 2011 ABL Credit Facility [Member] Maximum [Member] USD ($)	Dec. 31, 2012 ABL Credit Facility [Member] Minimum [Member]	Dec. 31, 2011 ABL Credit Facility [Member] Minimum [Member]
Line of Credit Facility [Line Items]
US Real Estate Facility, Term			15 years	15 years								7 years			3 years
Mortgage Loans			$ 16,800,000	$ 7,000,000					5,500,000			45,700,000
Number of transportation terminals			18	5					5
Maturity Date			Jan. 01, 2028						Nov. 30, 2018						Nov. 30, 2014
Debt instrument outstanding amount					3,500,000		16,800,000			50,200,000	45,700,000					31,800,000	21,900,000
Interest rate						4.875%	4.625%	3.10%			4.75%		4.75%	4.30%				5.00%	4.75%		2.96%	2.80%
Maximum Borrowing Capacity																				85,000,000
Interest rate adjustment period						5 years	3 years
Long Term Debt (Textual) [Abstract]
Deferred financing costs credit agreement written off		1,000,000
Capital lease additions	5,745,000	1,317,000
Capital lease remaining	$ 6,299,000	$ 3,518,000

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Acquisition (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Aug. 19, 2011 States	Feb. 19, 2011
Acquisition (Textual) [Abstract]
Acquisition amount		$ 7.6
Operating lease		6.0
Potential cash consideration		0.1
Minimum Number of aforementioned states to be operated in	3
Number of aforementioned states, total	5
Revolving credit facility [Member]
Line of Credit Facility [Line Items]
Remaining purchase price, financed with existing credit facility		$ 1.7

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill [Abstract]

Goodwill Roll forward

	2012			2011
Balance at January 1
Goodwill	$	115,832		$	115,955
Accumulated impairment losses		(110,374	)		(110,374	)
		5,458			5,581
Foreign exchange		121			(123	)
Balance at December 31	$	5,579		$	5,458
Balance at December 31
Goodwill	$	115,953		$	115,832
Accumulated impairment losses		(110,374	)		(110,374	)
	$	5,579		$	5,458

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Consolidated Supplemental Schedule of Quarterly Financial Information (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenue:
Less-than-truckload	$ 164,329	$ 176,209	$ 183,789	$ 178,587	$ 172,484	$ 176,407	$ 178,362	$ 158,989
Total revenue	164,329	176,209	183,789	178,587	172,484	176,407	178,362	158,989	702,914	686,242	581,594
Loss from continuing operations after depreciation and amortization	(16,558)	(10,474)	(4,555)	(6,265)	(7,762)	(3,661)	(2,578)	(583)	(37,852)	(14,584)	(52)
Net income from discontinued operations	2,060	1,660	1,560	1,371	1,894	1,908	1,570	1,395	6,651	6,767	2,180
Net loss from continuing operations	(17,956)	(11,760)	(5,723)	(7,187)	(9,966)	(5,328)	(3,867)	(1,619)	(42,626)	(20,780)	(42,362)
Net loss	$ (15,896)	$ (10,100)	$ (4,163)	$ (5,816)	$ (8,072)	$ (3,420)	$ (2,297)	$ (224)	$ (35,975)	$ (14,013)	$ (40,182)
Income (loss) per share:
Basic and diluted loss per share from continuing operations	$ (1.09)	$ (0.72)	$ (0.35)	$ (0.44)	$ (0.61)	$ (0.33)	$ (0.24)	$ (0.10)	$ (2.60)	$ (1.27)	$ (2.60)

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Income Taxes (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current income tax expense (recovery):
Current income tax expense (recovery)	$ (653)	$ (900)	$ (3,434)
Deferred income tax expense (recovery)
Deferred income tax expense (recovery)	10	288	38,419
Actual income tax expense (recovery)	(643)	(612)	34,985
Canada [Member]
Current income tax expense (recovery):
Federal	699	453	(848)
Provincial	530	319	(575)
Deferred income tax expense (recovery)
Federal	6	169	86
Provincial	4	119	59
United States [Member]
Current income tax expense (recovery):
Federal	(2,394)	(2,394)	(3,360)
State	511	615	1,209
Deferred income tax expense (recovery)
Federal			30,636
State			7,638
Deferred income tax expense (recovery)	10
Other [Member]
Current income tax expense (recovery):
Other	$ 1	$ 107	$ 140

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Employee Benefits (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Employee Benefits (Textual) [Abstract]
Expense Related to Retirement Savings plan	$ 0.5	$ 0.5	$ 0.5

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Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

Subsequent events

17. Subsequent events:

On January 22, 2013, the Company entered into an additional 15 year real estate term credit facility with a real estate mortgage lender for $7.0 million. The real estate term credit facility is secured by five additional transportation facilities throughout the United States, bringing the total facilities secured to 23. The real estate term agreement bears interest at 4.625% to 4.875% with an interest rate adjustment period of every three to five years.

On February 12, 2013, the Company reached an agreement to sell its SCO segment to Legacy SCO Inc. (“Legacy”), an affiliate of Legacy Supply Chain, based in Portsmouth, New Hampshire, for U.S. $97.0 million in cash, subject to certain working capital adjustments. Legacy has commitments from certain financial institutions to provide sufficient debt financing to close the transaction. The financing is subject to the financial institution’s completion of confirmatory due diligence. The sale of the SCO segment is expected to close by March 1, 2013, upon completion of the Legacy financing, and is subject to customary conditions for this type of transaction. The operating results of the segment have been recorded as a discontinued operation.

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Intangible Assets (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule of Amortization Expense
2013	$ 1,659
2014	1,048
Finite-Lived Intangible Assets, Net, Total	$ 2,707	$ 4,773

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Significant Accounting Policies (Details Textual)	12 Months Ended					12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2012 CAD	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Feb. 12, 2013 Subsequent Event [Member] USD ($)	Dec. 31, 2012 Minimum [Member] USD ($)	Dec. 31, 2012 Maximum [Member] USD ($)
Summary of Significant Accounting Policies [Line Items]
Intangible Assets, Expected useful life						3 years	8 years
Senior executives deferred share unit, entitlement amount						$ 2,500.00	$ 20,000.00
Director deferred share unit, quarterly entitlement amount		2,500.00
Amount of agreement related to divest division					97,000,000
Significant Accounting Policies (Textual) [Abstract]
Net allowance for doubtful accounts	2,500,000		2,700,000
Cash and cash equivalents on accounts and short-term investment	three months or less	three months or less
Net book value of assets held for sale	2,100,000		3,500,000
Charges recorded for properties held for sale			1,500,000
Company's stock option outstanding	742,800	742,800	841,900	864,700
Term of option	10 years	10 years
Vesting Period	5 years	5 years
Advertising costs	264,000		397,000	301,000
Initial recording of compensation expense and liability by the Company, Quarterly		2,500.00

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Computation of Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2012

Computation of Income (Loss) Per Share [Abstract]

Computation of income (loss) per share

	2012			2011			2010
Numerator:
Net loss from continuing operations	$	(42,626	)	$	(20,780	)	$	(43,362	)
Net income from discontinued operations		6,651			6,767			2,180
Net loss		(35,975	)		(14,013	)		(40,182	)
Denominator:
Basic and dilutive weighted average shares outstanding		16,391,252			16,326,760			16,277,522
Basic and diluted loss per share from continuing operations		(2.60	)		(1.27	)		(2.60	)
Basic and diluted income per share from discontinued operations		0.41			0.41			0.13
Basic and diluted loss per share		(2.19	)		(0.86	)		(2.47	)

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Goodwill (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Goodwill
Goodwill, Gross, beginning balance			$ 115,955
Accumulated impairment losses	(110,374)	(110,374)
Goodwill before foreign exchange adjustment	5,458	5,581
Foreign exchange	121	(123)
Goodwill, Net	5,579	5,458
Goodwill, Gross, ending balance	$ 115,953	$ 115,832	$ 115,955

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Segmented Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of Revenue and asset On the basis geographical information
Revenue	$ 164,329	$ 176,209	$ 183,789	$ 178,587	$ 172,484	$ 176,407	$ 178,362	$ 158,989	$ 702,914	$ 686,242	$ 581,594
Total assets	238,497				242,258				238,497	242,258
Total Long-Lived Assets	151,314				145,528				151,314	145,528
Canada [Member]
Summary of Revenue and asset On the basis geographical information
Revenue									193,943	192,315	172,869
Total assets	86,660				80,164				86,660	80,164
Total Long-Lived Assets	60,185				53,079				60,185	53,079
United States [Member]
Summary of Revenue and asset On the basis geographical information
Revenue									508,971	493,927	408,725
Total assets	151,837				162,094				151,837	162,094
Total Long-Lived Assets	$ 91,129				$ 92,449				$ 91,129	$ 92,449

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Common Shares (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Details of stock option
Outstanding, beginning of year, Shares	841,900	864,700
Granted, Shares	67,000	160,500
Forfeited, Shares	(98,100)	(152,100)
Exercised, Shares	(68,000)	(31,200)
Outstanding, ending of year, Shares	742,800	841,900
Outstanding, beginning of year, Weighted average exercise price	$ 11.70	$ 13.10
Granted, Weighted average exercise price	$ 6.52	$ 5.63
Forfeited, Weighted average exercise price	$ 14.01	$ 15.12
Exercised, Weighted average exercise price	$ 2.20	$ 2.59
Outstanding, end of year, Weighted average exercise price	$ 11.80	$ 11.70
Exercisable, end of year, Shares	468,960	515,700
Exercisable, end of year, Weighted average exercise price	$ 14.44	$ 13.68

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Property and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment
Property and equipment, Gross	$ 244,536	$ 230,296
Less accumulated depreciation	112,896	106,775
Property, Plant and Equipment, Net, Total	131,640	123,521
Land [Member]
Property, Plant and Equipment
Property and equipment, Gross	37,782	37,352
Buildings [Member]
Property, Plant and Equipment
Property and equipment, Gross	76,347	68,543
Leasehold interests and improvements [Member]
Property, Plant and Equipment
Property and equipment, Gross	1,651	1,106
Vehicles [Member]
Property, Plant and Equipment
Property and equipment, Gross	100,337	98,452
Machinery and equipment [Member]
Property, Plant and Equipment
Property and equipment, Gross	$ 28,419	$ 24,843

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

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 to a wide variety of companies and industries. Vitran offers less-than-truckload (“LTL”) services throughout Canada and the United States.

The Company has entered into an agreement to sell its Supply Chain Operation (“SCO”) segment for cash proceeds of $97.0 million with an expected closing date of March 1, 2013. Further details of the sale are set out in Note 17, “Subsequent events”. As a result of the sale arrangement, the operating results of this segment have been recorded as a discontinued operation. A portion of the proceeds from the sale will be used to fully reduce the Company’s debt under its revolving credit facility, except for outstanding letters of credit, and to support the development of the Company’s LTL business.

(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 was 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 was adopted by the Company on January 1, 2012.

FASB ASU No. 2011-04, Fair Value Measurement, provides guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with GAAP and International Financial Reporting Standards. The new standard requires the Company to report the level in the fair value hierarchy of assets and liabilities not measured at fair value on the balance sheet, but for which the fair value is disclosed, and to expand existing disclosures. FASB ASU No. 2011-04 was adopted by the Company on January 1, 2012.

FASB ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” requires expanded disclosures for amounts reclassified out of accumulated other comprehensive income by component. The guidance requires the presentation of amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, a cross-reference to other disclosures that provide additional detail about those amounts is required. The guidance is to be applied prospectively for reporting periods beginning after December 15, 2012. The new guidance affects disclosures only and will have no impact on the Company’s results of operations or financial position.

(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 recognizes revenue upon the delivery of the related freight and direct shipment costs as incurred. 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.

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, 2012, revenue adjustments as a percentage of revenue were not material.

(f) Accounts receivable:

Accounts receivable are presented, net of allowance for doubtful accounts of $2.5 million at December 31, 2012 (2011 - $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 fair 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, 2012, the net book value of assets held for sale was approximately $2.1 million (2011 - $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 estimated fair value less cost to sell. These charges are included in other loss (income) 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. In the event goodwill is determined to be impaired, a charge to earnings would be required. FASB 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. As at September 30, 2012, the Company completed its annual goodwill impairment test and concluded that there was no impairment. At December 31, 2012, 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 2012 and 2011, the Company has not identified any indicators that would require testing for an impairment.

(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 742,800 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 9, “Common shares” provides supplemental disclosure for the Company’s stock options.

(n) Advertising costs:

Advertising costs are expensed as incurred. Advertising costs amounted to $264 in 2012 (2011 - $397; 2010 - $301).

(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 2012 and 2011, the Company has not identified any indicators that would require testing for an impairment.

(p) Derivative instruments:

Derivative instruments 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:

	2012		2011
Accounts payable	$	35,697	$	36,083
Accrued wages and benefits		7,350		8,018
Accrued claims, self-insurance and workers’ compensation		14,261		10,592
Other		10,436		11,685
	$	67,744	$	66,378

(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.

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Common Shares (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2012
Summary of the range of exercise prices, the weighted average exercise price and the weighted average remaining contractual life
Range of exercise prices lower	$ 5.25
Range of exercise prices upper	$ 18.99
Number of shares outstanding	742,800
Weighted average remaining contract life (years)	5 years 6 months 7 days
Weighted average exercise price	$ 11.80
Number of shares exercisable	468,960
Weighted average exercise price	$ 14.44
Range One [Member]
Summary of the range of exercise prices, the weighted average exercise price and the weighted average remaining contractual life
Range of exercise prices lower	$ 5.25
Range of exercise prices upper	$ 8.45
Number of shares outstanding	219,100
Weighted average remaining contract life (years)	8 years 11 months 23 days
Weighted average exercise price	$ 5.64
Number of shares exercisable	30,420
Weighted average exercise price	$ 5.25
Range Two [Member]
Summary of the range of exercise prices, the weighted average exercise price and the weighted average remaining contractual life
Range of exercise prices lower	$ 9.80
Range of exercise prices upper	$ 18.99
Number of shares outstanding	523,700
Weighted average remaining contract life (years)	4 years 29 days
Weighted average exercise price	$ 14.37
Number of shares exercisable	438,540
Weighted average exercise price	$ 15.07

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Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of operation as discontinued operations
Revenue									$ 119,743	$ 119,356	$ 123,736
Goodwill charge											(4,765)
Gain on sale of assets											2,203
Income from discontinued operations									10,035	10,268	6,927
Income tax expense									(3,384)	(3,501)	(2,185)
Net income from discontinued operations	$ 2,060	$ 1,660	$ 1,560	$ 1,371	$ 1,894	$ 1,908	$ 1,570	$ 1,395	$ 6,651	$ 6,767	$ 2,180

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Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Significant Accounting Policies [Abstract]

Summary of estimated useful lives of property and equipment

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

Summary of accounts payable and accrued liabilities

	2012		2011
Accounts payable	$	35,697	$	36,083
Accrued wages and benefits		7,350		8,018
Accrued claims, self-insurance and workers’ compensation		14,261		10,592
Other		10,436		11,685
	$	67,744	$	66,378

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Significant Accounting Policies [Abstract]

Description of the business

Description of the business:

Vitran Corporation Inc. (“Vitran” or the “Company”) is a North American provider of freight services to a wide variety of companies and industries. Vitran offers less-than-truckload (“LTL”) services throughout Canada and the United States.

The Company has entered into an agreement to sell its Supply Chain Operation (“SCO”) segment for cash proceeds of $97.0 million with an expected closing date of March 1, 2013. Further details of the sale are set out in Note 17, “Subsequent events”. As a result of the sale arrangement, the operating results of this segment have been recorded as a discontinued operation. A portion of the proceeds from the sale will be used to fully reduce the Company’s debt under its revolving credit facility, except for outstanding letters of credit, and to support the development of the Company’s LTL business.

Basis of presentation

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.

New accounting pronouncements

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 was 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 was adopted by the Company on January 1, 2012.

FASB ASU No. 2011-04, Fair Value Measurement, provides guidance to improve the comparability of fair value measurements presented in financial statements prepared in accordance with GAAP and International Financial Reporting Standards. The new standard requires the Company to report the level in the fair value hierarchy of assets and liabilities not measured at fair value on the balance sheet, but for which the fair value is disclosed, and to expand existing disclosures. FASB ASU No. 2011-04 was adopted by the Company on January 1, 2012.

FASB ASU No. 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” requires expanded disclosures for amounts reclassified out of accumulated other comprehensive income by component. The guidance requires the presentation of amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, a cross-reference to other disclosures that provide additional detail about those amounts is required. The guidance is to be applied prospectively for reporting periods beginning after December 15, 2012. The new guidance affects disclosures only and will have no impact on the Company’s results of operations or financial position.

Foreign currency translation

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.

Revenue recognition

Revenue recognition:

The Company recognizes revenue upon the delivery of the related freight and direct shipment costs as incurred. 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.

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, 2012, revenue adjustments as a percentage of revenue were not material.

Accounts receivable

Accounts receivable:

Accounts receivable are presented, net of allowance for doubtful accounts of $2.5 million at December 31, 2012 (2011 - $2.7 million).

Cash and cash equivalents

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 fair value.

Inventory

Inventory:

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

Property and equipment

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.

Asset held for sale

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, 2012, the net book value of assets held for sale was approximately $2.1 million (2011 - $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 estimated fair value less cost to sell. These charges are included in other loss (income) in the accompanying statements of consolidated income (loss).

Goodwill and intangible assets

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. In the event goodwill is determined to be impaired, a charge to earnings would be required. FASB 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. As at September 30, 2012, the Company completed its annual goodwill impairment test and concluded that there was no impairment. At December 31, 2012, 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 2012 and 2011, the Company has not identified any indicators that would require testing for an impairment.

Income Taxes

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.

Share based compensation

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 742,800 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 9, “Common shares” provides supplemental disclosure for the Company’s stock options.

Advertising costs

Advertising costs:

Advertising costs are expensed as incurred. Advertising costs amounted to $264 in 2012 (2011 - $397; 2010 - $301).

Impairment of long-lived assets

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 2012 and 2011, the Company has not identified any indicators that would require testing for an impairment.

Derivative instruments

Derivative instruments:

Derivative instruments 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.

Claims and insurance accruals

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.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities:

	2012		2011
Accounts payable	$	35,697	$	36,083
Accrued wages and benefits		7,350		8,018
Accrued claims, self-insurance and workers’ compensation		14,261		10,592
Other		10,436		11,685
	$	67,744	$	66,378

Deferred share units

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.

Use of estimates

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.

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Change line item to Reconciliation of Income Taxes by Jurisdiction
Effective statutory federal, state and provincial income tax rate	26.50%	28.25%	31.00%
Effective tax recovery on loss from continuing operations before income taxes	$ (11,466)	$ (6,043)	$ (2,287)
Increase (decrease) results from:
Non-deductible share-based compensation expense	114	141	175
Income taxed at different rates in foreign jurisdictions	(5,673)	(4,440)	(3,012)
Increase in valuation allowance	15,480	8,737	38,879
State and other state taxes	511	615	1,845
Unrecognized tax benefits, net			(1,358)
Other	391	378	743
Actual income tax expense (recovery)	$ (643)	$ (612)	$ 34,985

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Discontinued Operations (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Summary of assets and liabilities from discontinued operations
Accounts receivable	$ 10,284	$ 10,040
Income and other taxes recoverable	120
Deposits and prepaid expenses	1,032	1,053
Property and equipment	1,635	1,698
Intangible assets	750	1,032
Goodwill	8,872	8,856
Deferred income taxes	159	190
Deferred income taxes valuation allowance	(28)
Total assets from discontinued operations	22,824	22,869
Accounts payable and accrued liabilities	14,068	14,501
Income and other taxes payable		354
Total liabilities from discontinued operations	$ 14,068	$ 14,855

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2012

Discontinued Operations [Abstract]

Summary of operations and assets and liabilities from discontinued operations

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

	2012			2011			2010
Revenue	$	119,743		$	119,356		$	123,736
Goodwill charge	$	—		$	—		$	(4,765	)
Gain on sale of assets		—			—			2,203
Income from discontinued operations		10,035			10,268			6,927
Income tax expense		(3,384	)		(3,501	)		(2,185	)
Net income from discontinued operations	$	6,651		$	6,767		$	2,180

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

	2012			2011
Accounts receivable	$	10,284		$	10,040
Income and other taxes recoverable		120			—
Deposits and prepaid expenses		1,032			1,053
Property and equipment		1,635			1,698
Intangible assets		750			1,032
Goodwill		8,872			8,856
Deferred income taxes		159			190
Deferred income taxes valuation allowance		(28	)		—
Total assets from discontinued operations	$	22,824		$	22,869
Accounts payable and accrued liabilities	$	14,068		$	14,501
Income and other taxes payable		—			354
Total liabilities from discontinued operations	$	14,068		$	14,855

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Property And Equipment (Table)

12 Months Ended

Dec. 31, 2012

Property and Equipment [Abstract]

Property and equipment

	2012		2011
Land	$	37,782	$	37,352
Buildings		76,347		68,543
Leasehold interests and improvements		1,651		1,106
Vehicles		100,337		98,452
Machinery and equipment		28,419		24,843
		244,536		230,296
Less accumulated depreciation		112,896		106,775
	$	131,640	$	123,521

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operations:
Net loss	$ (35,975)	$ (14,013)	$ (40,182)
Items not involving cash from operations:
Depreciation and amortization	15,435	14,969	16,748
Deferred income taxes	10	288	38,419
Other loss (income)	(235)	1,945	(141)
Share-based compensation expense	431	501	574
Income on discontinued operations	(6,651)	(6,767)	(2,180)
Change in non-cash working capital components	10,787	(122)	88
Continuing operations	(16,198)	(3,199)	13,326
Discontinued operations	6,812	9,136	8,676
Net cash provided by (used in) operating activities	(9,386)	5,937	22,002
Investments:
Purchases of property and equipment	(16,654)	(7,644)	(8,269)
Proceeds on sale of property and equipment	2,200	1,808	1,800
Proceeds on sale of selected Frontier assets			3,011
Acquisition of business assets		(1,737)
Continuing operations	(14,454)	(7,573)	(3,458)
Discontinued operations	(883)	6,138	(982)
Net cash used in investing activities	(15,337)	(1,435)	(4,440)
Financing:
Change in revolving credit facility and bank overdraft	9,830	18,920	(1,559)
Repayment of long-term debt	(4,490)	(16,000)	(14,480)
Proceeds from long-term debt	22,299		3,500
Repayment of capital leases	(2,968)	(3,610)	(4,358)
Financing costs	(980)	(2,286)
Issue of common shares upon exercise of stock options	151	83	74
Net cash provided by (used in) financing activities	23,842	(2,893)	(16,823)
Effect of foreign exchange translation on cash	(90)	(405)	(739)
Increase (decrease) in cash and cash equivalents	(971)	1,204
Cash and cash equivalents, beginning of year	1,204
Cash and cash equivalents, end of year	233	1,204
Change in non-cash working capital components:
Accounts receivable	8,148	(9,989)	(4,475)
Inventory, deposits and prepaid expenses	1,668	601	1,118
Income and other taxes payable	(395)	613	(165)
Accounts payable and accrued liabilities	1,366	8,653	3,610
Change in non-cash working capital components	10,787	(122)	88
Supplemental cash flow information:
Interest paid	4,452	5,104	6,471
Income taxes paid	3,677	2,410	2,553
Supplemental disclosure of non-cash transactions:
Capital lease additions	$ 5,745	$ 1,317

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

Intangible Assets [Abstract]

Intangible assets

	2012		2011
Customer relationships	$	13,840	$	13,840
Covenants not-to-compete		2,985		2,985
		16,825		16,825
Less accumulated amortization		14,118		12,052
	$	2,707	$	4,773

Summary of amortization expense

Year ending December 31:
2013	$	1,659
2014		1,048
	$	2,707

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Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2012
Buildings [Member] | Minimum [Member]
Summary of estimated useful lives of property and equipment
Property, Plant and Equipment, Useful Life	30 years
Buildings [Member] | Maximum [Member]
Summary of estimated useful lives of property and equipment
Property, Plant and Equipment, Useful Life	31 years 6 months
Leasehold interests and improvements [Member]
Summary of estimated useful lives of property and equipment
Property, Plant and Equipment, Estimated Useful Lives	Over term of lease
Vehicles - Trailers and containers [Member]
Summary of estimated useful lives of property and equipment
Property, Plant and Equipment, Useful Life	12 years
Vehicles - Trucks [Member]
Summary of estimated useful lives of property and equipment
Property, Plant and Equipment, Useful Life	8 years
Machinery and equipment [Member] | Minimum [Member]
Summary of estimated useful lives of property and equipment
Property, Plant and Equipment, Useful Life	5 years
Machinery and equipment [Member] | Maximum [Member]
Summary of estimated useful lives of property and equipment
Property, Plant and Equipment, Useful Life	10 years

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Long Term Debt (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Long term debt instruments
Capital leases	$ 6,299,000	$ 3,518,000
Total	105,336,000	73,889,000
Less current portion	3,339,000	6,817,000
Long-term debt excluding current	101,997,000	67,072,000
Revolving credit facility [Member]
Long term debt instruments
Long term debt	31,750,000	21,910,000
Canadian real estate facilities [Member]
Long term debt instruments
Long term debt	50,494,000	44,961,000
U.S. real estate facilities [Member]
Long term debt instruments
Long term debt	16,793,000
Term bank credit facility [Member]
Long term debt instruments
Long term debt		$ 3,500,000

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Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended		12 Months Ended			1 Months Ended
	Jan. 22, 2013 U.S. real estate facilities [Member] SecuredFacility Vehicle	Dec. 28, 2012 U.S. real estate facilities [Member] Vehicle	Dec. 31, 2012 Minimum [Member] U.S. real estate facilities [Member]	Dec. 31, 2012 Maximum [Member] U.S. real estate facilities [Member]	Feb. 12, 2013 Subsequent Event [Member]	Jan. 22, 2013 Subsequent Event [Member] Minimum [Member]	Jan. 22, 2013 Subsequent Event [Member] Maximum [Member]
Subsequent Events (Textual) [Abstract]
US Real Estate Facility, Term	15 years	15 years
US Real Estate Facility	$ 7.0	$ 16.8
Total facilities secured	23
Number of transportation terminals	5	18
Interest on real estate term agreement						4.625%	4.875%
Interest rate adjustment period			3 years	5 years
Amount of agreement related to divest division					$ 97.0

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 233	$ 1,204
Accounts receivable	65,291	73,439
Inventory, deposits and prepaid expenses	10,131	10,819
Current assets of discontinued operations (note 2)	11,436	11,093
Deferred income taxes (note 8)	92	175
Total current assets	87,183	96,730
Property and equipment (note 4)	131,640	123,521
Intangible assets (note 5)	2,707	4,773
Goodwill (note 6)	5,579	5,458
Long-term assets of discontinued operations (note 2)	11,388	11,776
Total assets	238,497	242,258
Current liabilities:
Accounts payable and accrued liabilities (note 1(r))	67,744	66,378
Income and other taxes payable	517	912
Current liabilities of discontinued operations (note 2)	14,068	14,855
Current portion of long-term debt (note 7)	3,339	6,817
Total current liabilities	85,668	88,962
Long-term debt (note 7)	101,997	67,072
Deferred income taxes (note 8)	1,175	1,251
Shareholders' equity:
Common shares, no par value, unlimited authorized, 16,399,241 and 16,331,241 issued and outstanding in 2012 and 2011, respectively (note 9)	99,954	99,746
Additional paid-in capital	5,708	5,334
Accumulated deficit	(60,889)	(24,914)
Accumulated other comprehensive income	4,884	4,807
Total shareholders' equity	49,657	84,973
Lease commitments (note 14)
Contingent liabilities (note 16)
Subsequent events (note 17)
Total liabilities and shareholders' equity	$ 238,497	$ 242,258

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Discontinued Operations (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2010
Discontinued Operations (Textual) [Abstract]
Proceeds from the transaction	$ 3.0
Working capital adjustment	$ 0.1

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Consolidated Statements of Comprehensive Income (loss) (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Consolidated Statements of Comprehensive Income (loss) [Abstract]
Tax portion of change in foreign currency translation adjustments	$ (7)	$ (333)	$ 516
Tax portion of change in unrealized fair value of derivatives designated as cash flow hedges		$ 146	$ 246

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Income Taxes (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Taxes (Textual) [Abstract]
Net operating loss carryforwards	$ 103.0	$ 65.0
Net operating Loss expiration period range start	2027
Net operating Loss expiration period range end	2032
Increased valuation allowance	15.5
Valuation allowance recorded	$ 63.9
Tax year open to examination by tax authorities, start	2009
Tax year open to examination by tax authorities, End	2011

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes [Abstract]

Income tax expense (recovery) summary

	2012			2011			2010
Effective statutory federal, state and provincial income tax rate		26.50	%		28.25	%		31.00	%
Effective tax recovery on loss from continuing operations before income taxes	$	(11,466	)	$	(6,043	)	$	(2,287	)
Increase (decrease) results from:
Non-deductible share-based compensation expense		114			141			175
Income taxed at different rates in foreign jurisdictions		(5,673	)		(4,440	)		(3,012	)
Increase in valuation allowance		15,480			8,737			38,879
State and other state taxes		511			615			1,845
Unrecognized tax benefits, net		—			—			(1,358	)
Other		391			378			743
Actual income tax expense (recovery)	$	(643	)	$	(612	)	$	34,985

Current income tax expense (recovery)/ Deferred income tax expense by jurisdiction

	2012			2011			2010
Current income tax expense (recovery):
Canada:
Federal	$	699		$	453		$	(848	)
Provincial		530			319			(575	)
United States:
Federal		(2,394	)		(2,394	)		(3,360	)
State		511			615			1,209
Other		1			107			140
		(653	)		(900	)		(3,434	)
Deferred income tax expense:
Canada:
Federal		6			169			86
Provincial		4			119			59
United States:
Federal		—			—			30,636
State		—			—			7,638
		10			288			38,419
	$	(643	)	$	(612	)	$	34,985

Summary of components of deferred income tax asset and liability

	2012			2011
Current deferred income tax assets:
Allowance for doubtful accounts	$	581		$	585
Accruals and reserves		4,692			3,152
Financing costs		92			175
Valuation allowance		(5,273	)		(3,737	)
	$	92		$	175
Non-current deferred income tax assets:
Loss carryforwards		42,138			26,695
Other timing differences		7,582			7,586
Goodwill and intangible assets		19,812			21,621
Valuation allowance		(58,616	)		(44,672	)
		10,916			11,230
Non-current deferred income tax liabilities:
Property and equipment		(5,871	)		(7,414	)
Financing costs		(80	)		(106	)
Other		(6,140	)		(4,961	)
		(12,091	)		(12,481	)
	$	(1,175	)	$	(1,251	)

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Computation of Loss per Share (Details Textual)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Computation of Loss Per Share (Textual) [Abstract]
Anti-dilutive options	742,800	773,900	765,500
Dilutive shares	3,494	46,100	84,025

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Lease Commitments

12 Months Ended

Dec. 31, 2012

Lease Commitments [Abstract]

Lease commitments

14. Lease commitments:

At December 31, 2012, future minimum rental payments relating to operating leases for premises and equipment are as follows:

Year ending December 31:
2013	$	26,698
2014		22,362
2015		17,420
2016		11,257
2017		4,888
Thereafter		5,415
	$	88,040

Total rental expense under operating leases was $28.5 million for the year ended December 31, 2012 (2011 - $21.2 million; 2010 - $15.2 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 $10.6 million.

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Common Shares (Tables)

12 Months Ended

Dec. 31, 2012

Common Shares [Abstract]

Summary of fair value option pricing model

	2012			2011			2010
Risk-free interest rate		1.52 – 1.74	%		1.67 - 2.91	%		2.30	%
Volatility factor of the future expected market price of the Company’s common shares		56.40 – 57.20	%		49.18 - 56.29	%		48.78	%
Expected life of the options		6 years			6 years			6 years

Summary of stock option

	2012					2011
	Number			Weighted average exercise price		Number			Weighted average exercise price
Outstanding, beginning of year		841,900		$	11.70		864,700		$	13.10
Granted		67,000			6.52		160,500			5.63
Forfeited		(98,100	)		14.01		(152,100	)		15.12
Exercised		(68,000	)		2.20		(31,200	)		2.59
Outstanding, end of year		742,800		$	11.80		841,900		$	11.70
Exercisable, end of year		468,960		$	14.44		515,700		$	13.68

Summary of range of exercise prices, weighted average exercise price and weighted average remaining contractual life

	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
$5.25 - $  8.45		219,100		8.98	$	5.64		30,420	$	5.25
$9.80 - $18.99		523,700		4.08	$	14.37		438,540	$	15.07
$5.25 - $18.99		742,800		5.52	$	11.80		468,960	$	14.44

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Contingent Liabilities

12 Months Ended

Dec. 31, 2012

Contingent Liabilities [Abstract]

Contingent liabilities

16. 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.

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Segmented Information (Details Textual)	12 Months Ended
	Dec. 31, 2012 Segment	Dec. 31, 2011 Segment	Dec. 31, 2010 Segment
Segmented Information (Textual) [Abstract]
Number of operating segments	1	1	1

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Consolidated Statements of Shareholders' Equity (USD $) In Thousands, except Share data	Total	Common shares	Additional paid-in capital	Accumulated deficit	Accumulated Other comprehensive income (loss)
Beginning Balance at Dec. 31, 2009	$ 135,787	$ 99,584	$ 4,264	$ 29,281	$ 2,658
Beginning 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 income (loss)	2,594				2,594
Share-based compensation (note 9)	574		574
Ending Balance at Dec. 31, 2010	98,847	99,658	4,838	(10,901)	5,252
Ending Balance, Shares at Dec. 31, 2010		16,300,041
Shares issued upon exercise of employee stock options	83	88	(5)
Shares issued upon exercise of employee stock options, Shares	31,200	31,200
Net loss	(14,013)			(14,013)
Other comprehensive income (loss)	(445)				(445)
Share-based compensation (note 9)	501		501
Ending Balance at Dec. 31, 2011	84,973	99,746	5,334	(24,914)	4,807
Ending Balance, Shares at Dec. 31, 2011		16,331,241
Shares issued upon exercise of employee stock options	151	208	(57)
Shares issued upon exercise of employee stock options, Shares	68,000	68,000
Net loss	(35,975)			(35,975)
Other comprehensive income (loss)	77				77
Share-based compensation (note 9)	431		431
Ending Balance at Dec. 31, 2012	$ 49,657	$ 99,954	$ 5,708	$ (60,889)	$ 4,884
Ending Balance, Shares at Dec. 31, 2012		16,399,241

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Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Consolidated Balance Sheets [Abstract]
Common shares, no par value
Common shares, issued	16,399,241	16,331,241
Common shares, outstanding	16,399,241	16,331,241

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Common Shares

12 Months Ended

Dec. 31, 2012

Common Shares [Abstract]

Common shares

9. Common shares:

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 742,800 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 2012 was $3.54 (2011 - $2.96; 2010 - $5.34) 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:

	2012			2011			2010
Risk-free interest rate		1.52 – 1.74	%		1.67 - 2.91	%		2.30	%
Volatility factor of the future expected market price of the Company’s common shares		56.40 – 57.20	%		49.18 - 56.29	%		48.78	%
Expected life of the options		6 years			6 years			6 years

Details of stock options are as follows:

	2012					2011
	Number			Weighted average exercise price		Number			Weighted average exercise price
Outstanding, beginning of year		841,900		$	11.70		864,700		$	13.10
Granted		67,000			6.52		160,500			5.63
Forfeited		(98,100	)		14.01		(152,100	)		15.12
Exercised		(68,000	)		2.20		(31,200	)		2.59
Outstanding, end of year		742,800		$	11.80		841,900		$	11.70
Exercisable, end of year		468,960		$	14.44		515,700		$	13.68

At December 31, 2012, 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
$5.25 - $  8.45		219,100		8.98	$	5.64		30,420	$	5.25
$9.80 - $18.99		523,700		4.08	$	14.37		438,540	$	15.07
$5.25 - $18.99		742,800		5.52	$	11.80		468,960	$	14.44

Compensation expense related to stock options was $431 for the year ended December 31, 2012 (2011 - $501; 2010 - $574).

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Feb. 19, 2013	Jun. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	VITRAN CORP INC
Entity Central Index Key	0000946823
Document Type	10-K
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Document Period End Date	Dec. 31, 2012
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 70,000,000
Entity Common Stock, Shares Outstanding		16,399,241

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Computation of Income (Loss) Per Share

12 Months Ended

Dec. 31, 2012

Computation of Income (Loss) Per Share [Abstract]

Computation of income (loss) per share

10. Computation of income (loss) per share:

	2012			2011			2010
Numerator:
Net loss from continuing operations	$	(42,626	)	$	(20,780	)	$	(43,362	)
Net income from discontinued operations		6,651			6,767			2,180
Net loss		(35,975	)		(14,013	)		(40,182	)
Denominator:
Basic and dilutive weighted average shares outstanding		16,391,252			16,326,760			16,277,522
Basic and diluted loss per share from continuing operations		(2.60	)		(1.27	)		(2.60	)
Basic and diluted income per share from discontinued operations		0.41			0.41			0.13
Basic and diluted loss per share		(2.19	)		(0.86	)		(2.47	)

Diluted income per share excludes the effect of 742,800 anti-dilutive options for the year ended December 31, 2012 (2011 – 773,900; 2010 – 765,500). Due to the net loss for the years ended December 31, 2012, 2011 and 2010, the 3,494 (2011 – 46,100; 2010 – 84,025) dilutive shares have no effect on the loss per share.

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Consolidated Statements of Income (Loss) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Consolidated Statements of Income (Loss) [Abstract]
Revenue	$ 702,914	$ 686,242	$ 581,594
Salaries, wages and other employee benefits	305,033	283,363	241,200
Purchased transportation	104,447	109,133	99,222
Depreciation and amortization	15,435	14,969	16,748
Maintenance	34,201	32,217	25,603
Rents and leases	33,823	26,321	18,104
Owner Operators	48,345	46,905	42,889
Fuel and fuel related expenses	135,365	130,294	87,105
Other operating expenses	64,352	55,679	50,916
Other loss (income)	(235)	1,945	(141)
Total operating expenses	740,766	700,826	581,646
Loss from continuing operations before the undernoted	(37,852)	(14,584)	(52)
Interest on long-term debt	(5,417)	(6,809)	(7,328)
Interest income		1	3
Interest expense, net	(5,417)	(6,808)	(7,325)
Loss from continuing operations before income taxes	(43,269)	(21,392)	(7,377)
Income tax expense (recovery) (note 8)	(643)	(612)	34,985
Net loss from continuing operations	(42,626)	(20,780)	(42,362)
Discontinued operations, net of income taxes (note 2)	6,651	6,767	2,180
Net loss	$ (35,975)	$ (14,013)	$ (40,182)
Basic and Diluted:
Loss from continuing operations	$ (2.60)	$ (1.27)	$ (2.60)
Discontinued operations income	$ 0.41	$ 0.41	$ 0.13
Net loss	$ (2.19)	$ (0.86)	$ (2.47)
Weighted average number of shares:
Basic	16,391,252	16,326,760	16,277,522
Diluted	16,391,252	16,326,760	16,277,522

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Property and Equipment

12 Months Ended

Dec. 31, 2012

Property and Equipment [Abstract]

Property and equipment

4. Property and equipment:

	2012		2011
Land	$	37,782	$	37,352
Buildings		76,347		68,543
Leasehold interests and improvements		1,651		1,106
Vehicles		100,337		98,452
Machinery and equipment		28,419		24,843
		244,536		230,296
Less accumulated depreciation		112,896		106,775
	$	131,640	$	123,521

Depreciation expense was $13.3 million in 2012 (2011 - $12.8 million).

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Acquisition

12 Months Ended

Dec. 31, 2012

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.

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Employee Benefits

12 Months Ended

Dec. 31, 2012

Employee Benefits [Abstract]

Employee benefits

15. 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, 2012 (2011 - $0.5 million; 2010 - $0.5 million).

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Risk Management Activities

12 Months Ended

Dec. 31, 2012

Risk Management Activities [Abstract]

Risk management activities

11. Risk management activities:

The Company is exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates.

Interest rates:

The Company’s exposure to changes in interest rates is limited to borrowings under the revolving credit facility that has variable interest rates tied to the LIBOR rate. At December 31, 2012, 31% of the Company’s long-term debt was subject to variable interest rates.

Hedges of net investment in self-sustaining operations:

United States dollar denominated debt of $8.5 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, 2012, the Company’s net investment in U.S. dollar denominated subsidiaries totalled $174.6 million (2011 - $220.0 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.

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Long Term Debt

12 Months Ended

Dec. 31, 2012

Long Term debt [Abstract]

Long-term debt

7. Long-term debt:

	2012		2011
Revolving credit facility (a)	$	31,750	$	21,910
Canadian real estate facilities (b)		50,494		44,961
U.S. real estate facilities (c)		16,793		—
Term bank credit facility (c)		—		3,500
Capital leases (d)		6,299		3,518
		105,336		73,889
Less current portion		3,339		6,817
	$	101,997	$	67,072

On December 28, 2012, the Company entered into a new 15 year real estate term credit facility for a total of $16.8 million. The real estate term credit facility is secured by 18 transportation facilities throughout the United States. The proceeds from the new real estate term credit facility were used to repay the Company’s term bank credit facility and asset based revolving credit facility. On January 22, 2013, the Company entered into a second real estate term credit facility secured by an additional five transportation facilities in the United States for proceeds of $7.0 million. Refer to Note 17, “Subsequent events”.

On November 1, 2012, the Company entered into a new real estate term facility for Cdn. $5.5 million. The facility is secured by the Company’s transportation facility in Winnipeg, Manitoba and matures on November 30, 2018.

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) The Company’s asset based revolving credit facility is secured by accounts receivable, certain equipment and general security agreements covering the assets 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 $31.8 million outstanding at December 31, 2012 (2011 – $21.9 million), bearing interest at 2.96% to 5.00% (2011 – 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, 2012, the Company was not required to measure these covenants.

(b) The Company’s Canadian real estate term credit facility is secured by five transportation terminals in Canada and matures on November 30, 2018. The Company has Cdn. $50.2 million outstanding at December 31, 2012 (2011 – Cdn. $45.7 million), bearing interest at 4.30% to 4.75% (2011 – 4.75%).

(c) The Company’s U.S. real estate term credit facility is secured by 18 transportation terminals in the United States. The Company had $16.8 million outstanding at December 31, 2012, bearing interest at 4.625% to 4.875% with an interest rate adjustment period of every three to five years. The facility matures on January 1, 2028. Proceeds from this term credit facility were used to repay the Company’s previous term bank credit facility secured by specific real estate in the United States. At December 31, 2011, the Company had $3.5 million outstanding under its previous term credit facility, bearing interest at 3.1%.

(d) During 2012, the Company financed certain equipment by entering into additional capital leases of $5.7 million. The Company had $6.3 million (2011 - $3.5 million) of capital leases remaining at December 31, 2012.

At December 31, 2012, the required future principal repayments on all long-term debt and capital leases are as follows:

Year ending December 31:
2013	$	3,339
2014		35,003
2015		3,428
2016		3,586
2017		2,944
Thereafter		57,036
	$	105,336

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Common Shares (Details)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair value of each option granted estimation on date of grant using the Black-Scholes-Merton fair value option pricing model
Risk-free interest rate			2.30%
Volatility factor of the future expected market price of the Company's common shares			48.78%
Expected life of the options	6 years	6 years	6 years
Minimum [Member]
Fair value of each option granted estimation on date of grant using the Black-Scholes-Merton fair value option pricing model
Risk-free interest rate	1.52%	1.67%
Volatility factor of the future expected market price of the Company's common shares	56.40%	49.18%
Maximum [Member]
Fair value of each option granted estimation on date of grant using the Black-Scholes-Merton fair value option pricing model
Risk-free interest rate	1.74%	2.91%
Volatility factor of the future expected market price of the Company's common shares	57.20%	56.29%

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Intangible Assets

12 Months Ended

Dec. 31, 2012

Intangible Assets [Abstract]

Intangible assets

5. Intangible assets:

	2012		2011
Customer relationships	$	13,840	$	13,840
Covenants not-to-compete		2,985		2,985
		16,825		16,825
Less accumulated amortization		14,118		12,052
	$	2,707	$	4,773

Amortization expense was $2.1 million in 2012 (2011 - $2.2 million). Amortization expense for the following two years is estimated to be as follows:

Year ending December 31:
2013	$	1,659
2014		1,048
	$	2,707

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Goodwill

12 Months Ended

Dec. 31, 2012

Goodwill [Abstract]

Goodwill

6. Goodwill:

	2012			2011
Balance at January 1
Goodwill	$	115,832		$	115,955
Accumulated impairment losses		(110,374	)		(110,374	)
		5,458			5,581
Foreign exchange		121			(123	)
Balance at December 31	$	5,579		$	5,458
Balance at December 31
Goodwill	$	115,953		$	115,832
Accumulated impairment losses		(110,374	)		(110,374	)
	$	5,579		$	5,458

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes [Abstract]

Income taxes

8. 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:

	2012			2011			2010
Effective statutory federal, state and provincial income tax rate		26.50	%		28.25	%		31.00	%
Effective tax recovery on loss from continuing operations before income taxes	$	(11,466	)	$	(6,043	)	$	(2,287	)
Increase (decrease) results from:
Non-deductible share-based compensation expense		114			141			175
Income taxed at different rates in foreign jurisdictions		(5,673	)		(4,440	)		(3,012	)
Increase in valuation allowance		15,480			8,737			38,879
State and other state taxes		511			615			1,845
Unrecognized tax benefits, net		—			—			(1,358	)
Other		391			378			743
Actual income tax expense (recovery)	$	(643	)	$	(612	)	$	34,985

Income tax expense (recovery):

	2012			2011			2010
Current income tax expense (recovery):
Canada:
Federal	$	699		$	453		$	(848	)
Provincial		530			319			(575	)
United States:
Federal		(2,394	)		(2,394	)		(3,360	)
State		511			615			1,209
Other		1			107			140
		(653	)		(900	)		(3,434	)
Deferred income tax expense:
Canada:
Federal		6			169			86
Provincial		4			119			59
United States:
Federal		—			—			30,636
State		—			—			7,638
		10			288			38,419
	$	(643	)	$	(612	)	$	34,985

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

	2012			2011
Current deferred income tax assets:
Allowance for doubtful accounts	$	581		$	585
Accruals and reserves		4,692			3,152
Financing costs		92			175
Valuation allowance		(5,273	)		(3,737	)
	$	92		$	175
Non-current deferred income tax assets:
Loss carryforwards		42,138			26,695
Other timing differences		7,582			7,586
Goodwill and intangible assets		19,812			21,621
Valuation allowance		(58,616	)		(44,672	)
		10,916			11,230
Non-current deferred income tax liabilities:
Property and equipment		(5,871	)		(7,414	)
Financing costs		(80	)		(106	)
Other		(6,140	)		(4,961	)
		(12,091	)		(12,481	)
	$	(1,175	)	$	(1,251	)

At December 31, 2012, the Company had approximately $103.0 million (2011 - $65.0 million) of net operating loss carryforwards available to reduce future years’ taxable income. The net operating losses will expire between 2027 and 2032 if not utilized. As required by FASB ASC 740-10, the Company increased its valuation allowance by $15.5 million in 2012 and the valuation allowance recorded at December 31, 2012 amounted to $63.9 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 2009 to 2011 remain open to examination by tax authorities.

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Computation of Income (Loss) per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Numerator:
Net loss from continuing operations	$ (17,956)	$ (11,760)	$ (5,723)	$ (7,187)	$ (9,966)	$ (5,328)	$ (3,867)	$ (1,619)	$ (42,626)	$ (20,780)	$ (42,362)
Net income from discontinued operations	2,060	1,660	1,560	1,371	1,894	1,908	1,570	1,395	6,651	6,767	2,180
Net loss	$ (15,896)	$ (10,100)	$ (4,163)	$ (5,816)	$ (8,072)	$ (3,420)	$ (2,297)	$ (224)	$ (35,975)	$ (14,013)	$ (40,182)
Denominator:
Basic and dilutive weighted average shares outstanding									16,391,252	16,326,760	16,277,522
Basic and diluted loss per share from continuing operations	$ (1.09)	$ (0.72)	$ (0.35)	$ (0.44)	$ (0.61)	$ (0.33)	$ (0.24)	$ (0.10)	$ (2.60)	$ (1.27)	$ (2.60)
Basic and diluted income per share from discontinued operations									$ 0.41	$ 0.41	$ 0.13
Basic and diluted loss per share									$ (2.19)	$ (0.86)	$ (2.47)

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Risk Management Activities (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Risk Management Activities (Textual) [Abstract]
Percentage of long-term debt subject to variable interest rate	31.00%
Debt designated as hedge	$ 8.5
Net investment in subsidiaries on foreign denominations	174.6	220.0
Ineffectiveness recorded in earnings

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Common Shares (Details Textual) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Common Shares (Textual) [Abstract]
Compensation expense related to stock options	$ 431	$ 501	$ 574
Options outstanding	742,800	841,900	864,700
Term of option	10 years
Vesting Period	5 years
Weighted average estimated fair value at the date of the grant for the options granted during respective period	$ 3.54	$ 2.96	$ 5.34

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Long Term Debt (Tables)

12 Months Ended

Dec. 31, 2012

Long Term debt [Abstract]

Long term debt

	2012		2011
Revolving credit facility (a)	$	31,750	$	21,910
Canadian real estate facilities (b)		50,494		44,961
U.S. real estate facilities (c)		16,793		—
Term bank credit facility (c)		—		3,500
Capital leases (d)		6,299		3,518
		105,336		73,889
Less current portion		3,339		6,817
	$	101,997	$	67,072

Future principal repayments on long term debt and capital lease

Year ending December 31:
2013	$	3,339
2014		35,003
2015		3,428
2016		3,586
2017		2,944
Thereafter		57,036
	$	105,336

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Intangible Assets (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Intangible assets (Textual) [Abstract]
Amortization expense	$ 2.1	$ 2.2

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Financial Instruments

12 Months Ended

Dec. 31, 2012

Financial Instruments [Abstract]

Financial instruments

13. 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, 2012 and 2011.

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 fair value of the Company’s cash and cash equivalents and long-term debt are classified as Level 1 and Level 2 measurements, respectively. The fair values of accounts receivable and accounts payable and accrued liabilities are classified as level 2 measurements.

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Consolidated Supplemental Schedule of Quarterly Financial Information

12 Months Ended

Dec. 31, 2012

Consolidated Supplemental Schedule of Quarterly Financial Information [Abstract]

Consolidated Supplemental Schedule of Quarterly Financial Information

Consolidated Supplemental Schedule of Quarterly Financial Information

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

Years ended December 31, 2012 and 2011

2012 (Unaudited)	First quarter			Second quarter			Third quarter			Fourth quarter
Revenue:
Less-than-truckload	$	178,587		$	183,789		$	176,209		$	164,329
Total revenue	$	178,587		$	183,789		$	176,209		$	164,329
Loss from continuing operations after depreciation and amortization	$	(6,265	)	$	(4,555	)	$	(10,474	)	$	(16,558	)
Income from discontinued operations	$	1,371		$	1,560		$	1,660		$	2,060
Net loss from continuing operations		(7,187	)		(5,723	)		(11,760	)		(17,956	)
Net loss		(5,816	)		(4,163	)		(10,100	)		(15,896	)
Loss per share:
Basic and Diluted – continuing operations	$	(0.44	)	$	(0.35	)	$	(0.72	)	$	(1.09	)

2011 (Unaudited)	First quarter			Second quarter			Third quarter			Fourth quarter
Revenue:
Less-than-truckload	$	158,989		$	178,362		$	176,407		$	172,484
Total revenue	$	158,989		$	178,362		$	176,407		$	172,484
Loss from continuing operations after depreciation and amortization	$	(583	)	$	(2,578	)	$	(3,661	)	$	(7,762	)
Income from discontinued operations	$	1,395		$	1,570		$	1,908		$	1,894
Net loss from continuing operations
Net Loss		(1,619	)		(3,867	)		(5,328	)		(9,966	)
		(224	)		(2,297	)		(3,420	)		(8,072	)
Loss per share:
Basic and Diluted – continuing operations	$	(0.10	)	$	(0.24	)	$	(0.33	)	$	(0.61	)

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Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Intangible assets
Customer relationships	$ 13,840	$ 13,840
Covenants not-to-compete	2,985	2,985
Gross Total	16,825	16,825
Less: accumulated amortization	14,118	12,052
Finite-Lived Intangible Assets, Net, Total	$ 2,707	$ 4,773

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Significant Accounting Policies (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Summary of accounts payable and accrued liabilities
Accounts payable	$ 35,697	$ 36,083
Accrued wages and benefits	7,350	8,018
Accrued claims, self-insurance and workers' compensation	14,261	10,592
Other	10,436	11,685
Total	$ 67,744	$ 66,378

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Consolidated Statements of Comprehensive Income (loss) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Consolidated Statements of Comprehensive Income (loss) [Abstract]
Net loss	$ (15,896)	$ (10,100)	$ (4,163)	$ (5,816)	$ (8,072)	$ (3,420)	$ (2,297)	$ (224)	$ (35,975)	$ (14,013)	$ (40,182)
Other comprehensive income (loss):
Change in foreign currency translation adjustment (net of income tax expense (recovery) of ($7), ($333) and $516 for the years ended December 31, 2012, 2011 and 2010, respectively)									77	(818)	1,942
Change in unrealized fair value of derivatives designated as cash flow hedges (net of income tax expense of $146 and $246 for the years ended December 31, 2011 and 2010, respectively)										373	652
Other comprehensive income (loss)									77	(445)	2,594
Comprehensive loss									$ (35,898)	$ (14,458)	$ (37,588)

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Discontinued Operations

12 Months Ended

Dec. 31, 2012

Discontinued Operations [Abstract]

Discontinued operations

2. Discontinued operations:

On February 12, 2013, the Company reached an agreement to sell its SCO division, which was previously a reportable segment. The sale of the SCO segment is expected to close by March 1, 2013. Refer to Note 17, “Subsequent events”.

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 SCO and Frontier’s operations as discontinued operations:

	2012			2011			2010
Revenue	$	119,743		$	119,356		$	123,736
Goodwill charge	$	—		$	—		$	(4,765	)
Gain on sale of assets		—			—			2,203
Income from discontinued operations		10,035			10,268			6,927
Income tax expense		(3,384	)		(3,501	)		(2,185	)
Net income from discontinued operations	$	6,651		$	6,767		$	2,180

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

	2012			2011
Accounts receivable	$	10,284		$	10,040
Income and other taxes recoverable		120			—
Deposits and prepaid expenses		1,032			1,053
Property and equipment		1,635			1,698
Intangible assets		750			1,032
Goodwill		8,872			8,856
Deferred income taxes		159			190
Deferred income taxes valuation allowance		(28	)		—
Total assets from discontinued operations	$	22,824		$	22,869
Accounts payable and accrued liabilities	$	14,068		$	14,501
Income and other taxes payable		—			354
Total liabilities from discontinued operations	$	14,068		$	14,855

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Income Taxes (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Current deferred income tax assets
Allowance for doubtful accounts	$ 581	$ 585
Accruals and reserves	4,692	3,152
Financing costs	92	175
Valuation Allowance	(5,273)	(3,737)
Current deferred income tax assets	92	175
Non-current deferred income tax assets:
Loss carryforwards	42,138	26,695
Other timing differences	7,582	7,586
Goodwill and intangible assets	19,812	21,621
Valuation allowance	(58,616)	(44,672)
Non-current deferred income tax assets	10,916	11,230
Non-current deferred income tax liabilities
Property and equipment	(5,871)	(7,414)
Financing costs	(80)	(106)
Other	(6,140)	(4,961)
Deferred Tax Liabilities, Gross, Total	(12,091)	(12,481)
Non-current deferred income tax, net	$ (1,175)	$ (1,251)

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Lease Commitments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Summary of future minimum rental payments related to operating lease
2013	$ 26,698
2014	22,362
2015	17,420
2016	11,257
2017	4,888
Thereafter	5,415
Total	$ 88,040

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Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts

(2) Financial Statement Schedules:

Schedule II—Valuation and Qualifying Accounts

Vitran Corporation Inc.

Three years ended December 31, 2012

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, 2010
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	3,292	$	187	$	(936	)	$	2,543
Year ended December 31, 2011
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	2,543	$	940	$	(741	)	$	2,742
Year ended December 31, 2012
Accounts receivable allowances for revenue adjustments and doubtful accounts	$	2,742	$	560	$	(757	)	$	2,545
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, 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
Year ended December 31, 2012
Deferred tax asset valuation allowance	$	48,381	$	15,480	$	—		$	63,861

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Valuation and Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Allowance for Doubtful Accounts [Member]
Movement in Valuation Allowances and Reserves
Balance at beginning of year	$ 2,742	$ 2,543	$ 3,292
Charges to costs and expenses	560	940	187
Deductions	(757)	(741)	(936)
Balance at end of year	2,545	2,742	2,543
Deferred Tax Valuation Allowance [Member]
Movement in Valuation Allowances and Reserves
Balance at beginning of year	48,381	39,644
Charges to costs and expenses	15,480	8,737	39,644
Balance at end of year	$ 63,861	$ 48,381	$ 39,644

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Segmented Information (Tables)

12 Months Ended

Dec. 31, 2012

Segmented Information [Abstract]

Summary of revenue and asset on the basis of geographical information

	2012		2011		2010
Revenue:
Canada	$	193,943	$	192,315	$	172,869
United States		508,971		493,927		408,725
	$	702,914	$	686,242	$	581,594

	2012		2011
Total assets:
Canada	$	86,660	$	80,164
United States		151,837		162,094
	$	238,497	$	242,258

	2012		2011
Total long-lived assets:
Canada	$	60,185	$	53,079
United States		91,129		92,449
	$	151,314	$	145,528

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Segmented Information

12 Months Ended

Dec. 31, 2012

Segmented Information [Abstract]

Segmented information

12. Segmented information:

The Company’s continuing business operations are in one operating segment: LTL, which provides transportation services in Canada and the United States.

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

	2012		2011		2010
Revenue:
Canada	$	193,943	$	192,315	$	172,869
United States		508,971		493,927		408,725
	$	702,914	$	686,242	$	581,594

	2012		2011
Total assets:
Canada	$	86,660	$	80,164
United States		151,837		162,094
	$	238,497	$	242,258

	2012		2011
Total long-lived assets:
Canada	$	60,185	$	53,079
United States		91,129		92,449
	$	151,314	$	145,528

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