10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2013

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)

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 16,432,241 common shares outstanding at April 24, 2013

TABLE OF CONTENTS

Item		Page
PART I	Financial Information
1.	Financial Statements		3
	Unaudited Consolidated Statements of Income (Loss) for the three months ended March 31, 2013 and 2012		3
	Unaudited Consolidated Statements of Comprehensive Income (Loss) for the three months ended March  31, 2013 and 2012		4
	Consolidated Balance Sheets as at March 31, 2013 (unaudited) and December 31, 2012		5
	Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2013 and 2012		6
	Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012		7
	Notes to Unaudited Consolidated Financial Statements		8
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
3.	Quantitative and Qualitative Disclosures About Market Risk		18
4.	Controls and Procedures		18
PART II	Other Information
1.	Legal Proceedings		19
1. A	Risk Factors		19
2.	Unregistered Sales of Equity Securities and Use of Proceeds		19
3.	Defaults Upon Senior Securities		19
4.	Mine Safety Disclosures		19
5.	Other Information		19
6.	Exhibits		20

2

Part I. Financial Information

Item 1: Financial Statements

VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

(In thousands of United States dollars except for per share amounts)

	Three months Ended March 31, 2013			Three months Ended March 31, 2012
Revenue	$	161,109		$	178,587
Operating expenses:
Salaries, wages and other employee benefits		73,122			76,371
Purchased transportation		24,976			25,771
Depreciation and amortization		3,901			3,759
Maintenance		7,479			8,583
Rents and leases		8,599			7,947
Owner operators		11,969			11,228
Fuel and fuel-related expenses		31,575			36,024
Other operating expenses		15,633			15,087
Other (income) loss		(290	)		82
Total operating expenses	$	176,964		$	184,852
Loss from continuing operations before the undernoted		(15,855	)		(6,265	)
Interest expense, net		1,920			1,310
Loss from continuing operations before income taxes		(17,775	)		(7,575	)
Income tax recovery		(146	)		(388	)
Net loss from continuing operations		(17,629	)		(7,187	)
Discontinued operations, net of income taxes (note 3)		85,301			1,371
Net income (loss)	$	67,672		$	(5,816	)
Income (loss) per share:
Basic and Diluted:
Loss from continuing operations	$	(1.07	)	$	(0.44	)
Discontinued operations income		5.20			0.08
Net income (loss)		4.13			(0.36	)
Weighted average number of shares:
Basic		16,401,808			16,367,109
Diluted		16,401,808			16,367,109

See accompanying notes to consolidated financial statements

3

VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In thousands of United States dollars)

	Three months Ended March 31, 2013			Three months Ended March 31, 2012
Net income (loss)	$	67,672		$	(5,816	)
Other comprehensive income (loss):
Change in foreign currency translation adjustment (net of income tax expense (recovery) of $48 and $(6) for the three months ended March 31, 2013 and 2012)		(823	)		65
Foreign currency translation reclassified from accumulated other comprehensive income (note 3)		1,865			—
Other comprehensive income	$	1,042		$	65
Comprehensive income (loss)	$	68,714		$	(5,751	)

See accompanying notes to consolidated financial statements

4

VITRAN CORPORATION INC.

CONSOLIDATED BALANCE SHEETS

(In thousands of United States dollars)

	March 31, 2013		Dec 31, 2012
	(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	54,576	$	233
Accounts receivable		77,619		65,291
Inventory, deposits and prepaid expenses Current assets of discontinued operations		10,477 —		10,131 11,436
Deferred income taxes		91		92
Total current assets		142,763		87,183
Property and equipment		127,806		131,640
Intangible assets		2,274		2,707
Goodwill Long-term assets of discontinued operations		5,464 —		5,579 11,388
Total assets	$	278,307	$	238,497
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	72,064	$	67,744
Income taxes payable		925		517
Current liabilities of discontinued operations		—		14,068
Current portion of long-term debt		3,944		3,339
Total current liabilities		76,933		85,668
Long-term debt		81,781		101,997
Deferred income taxes		957		1,175
Shareholders’ equity:
Common shares, no par value, unlimited authorized, 16,432,241 and 16,399,241 issued and outstanding at March 31, 2013 and December 31, 2012, respectively		100,204		99,954
Additional paid-in capital		5,723		5,708
Retained earnings (accumulated deficit)		6,783		(60,889	)
Accumulated other comprehensive income		5,926		4,884
Total shareholders’ equity		118,636		49,657
Contingent liabilities (note 6)
Total liabilities and shareholders’ equity	$	278,307	$	238,497

See accompanying notes to consolidated financial statements

5

VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

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

	Common Shares				Additional Paid-in			Retained Earnings (Accumulated			Accumulated Other Comprehensive		Total Shareholders’
	Shares		Amount		Capital			Deficit)			Income		Equity
December 31, 2012		16,399,241	$	99,954	$	5,708		$	(60,889	)	$	4,884	$	49,657
Shares issued upon exercise of employee stock options		33,000		250		(80	)		—			—		170
Net income		—		—		—			67,672			—		67,672
Other comprehensive income		—		—		—			—			1,042		1,042
Share-based compensation		—		—		95			—			—		95
March 31, 2013		16,432,241	$	100,204	$	5,723		$	6,783		$	5,926	$	118,636
	Common Shares				Additional Paid-in			(Accumulated			Accumulated Other Comprehensive		Total Shareholders’
	Shares		Amount		Capital			Deficit)			Income		Equity
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		—		—		—			(5,816	)		—		(5,816	)
Other comprehensive income		—		—		—			—			65		65
Share-based compensation		—		—		127			—			—		127
March 31, 2012		16,399,241	$	99,954	$	5,404		$	(30,730	)	$	4,872	$	79,500

See accompanying notes to consolidated financial statements

6

VITRAN CORPORATION INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands of United States dollars)

	Three months Ended March 31, 2013			Three months Ended March 31, 2012
Cash provided by (used in):
Operations:
Net income (loss)	$	67,672		$	(5,816	)
Items not involving cash from operations:
Depreciation and amortization		3,901			3,759
Deferred income taxes		(222	)		(43	)
Loss (gain) on sale of property and equipment		(290	)		82
Share-based compensation expense		95			127
Income on discontinued operations (note 3)		(85,301	)		(1,371	)
Change in non-cash working capital components		(7,019	)		(6,325	)
Continuing operations		(21,164	)		(9,587	)
Discontinued operations		475			3,379
		(20,689	)		(6,208	)
Investments:
Proceeds from sale of business, net of cash divested		93,739			—
Purchases of property and equipment		(791	)		(1,582	)
Proceeds on sale of property and equipment		344			541
Continuing operations		93,292			(1,041	)
Discontinued operations		22			(200	)
		93,314			(1,241	)
Financing:
Change in revolving credit facility and bank overdraft		(31,750	)		9,540
Proceeds from long-term debt		14,058			—
Repayment of long-term debt		(444	)		(244	)
Repayment of capital leases		(402	)		(941	)
Financing costs		(514	)		—
Issue of common shares upon exercise of employee stock options		170			151
		(18,882	)		8,506
Effect of foreign exchange translation on cash		600			(84	)
Increase in cash and cash equivalents		54,343			973
Cash and cash equivalents, beginning of period		233			1,204
Cash and cash equivalents, end of period	$	54,576		$	2,177
Change in non-cash working capital components:
Accounts receivable	$	(10,510	)	$	(8,505	)
Inventory, deposits and prepaid expenses		168			(1,270	)
Income taxes payable		(997	)		(1,089	)
Accounts payable and accrued liabilities		4,320			4,539
	$	(7,019	)	$	(6,325	)
Supplemental disclosure of non-cash transactions:
Capital lease additions		—			1,646

See accompanying notes to consolidated financial statements

7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands of United States dollars except for per share amounts)

1. Accounting Policies

The accompanying interim consolidated financial statements include the accounts of Vitran Corporation Inc. and its wholly-owned subsidiaries (together, the Company). All material intercompany transactions and balances have been eliminated on consolidation.

The interim consolidated financial statements have been prepared in accordance with the rules prescribed for filing interim financial statements and accordingly, do not contain all the disclosures that may be necessary for complete financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”). The interim consolidated financial statements have been prepared in accordance with instructions to Quarterly Report on Form 10-Q. The interim consolidated financial statements should be read in conjunction with the Company’s 2012 Annual Report on Form 10-K. The interim consolidated financial statements follow the same accounting principles and methods of application as the most recent annual consolidated financial statements, except as noted in Note 2.

These interim consolidated financial statements reflect all adjustments which are, in the opinion of Management, necessary for a fair presentation of the results of the interim period presented. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2013.

2. New Accounting Pronouncements

FASB Accounting Standard Update (“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. ASU No. 2013-02 was adopted by the Company on January 1, 2013. The new guidance affects disclosures only and did not have an impact on the Company’s results of operations or financial position.

3. Discontinued Operations

On March 4, 2013, the Company completed the sale of its Supply Chain Operation business unit (“SCO”), which was previously a reportable segment. The proceeds from the transaction were $97.0 million, plus an expected adjustment of $1.8 million on account of working capital. As of March 31, 2013, the Company has received net cash proceeds of $93.7 million, net of cash divested of $0.4 million and direct selling costs of $2.9 million. The additional proceeds of approximately $1.8 million are expected to be received in the second quarter of 2013 following the final determination of the adjustment and this amount has been recorded in accounts receivable as of March 31, 2013. The Company used the proceeds to reduce its outstanding debt under its revolving credit facility. The operating results and gain on sale of SCO have been recorded as a discontinued operation.

8

The following table summarizes the operations for all periods presented to classify SCO operations as discontinued operations for the three months ended March 31, 2013 and 2012:

	2013			2012
Revenue	$	18,689		$	29,161
Income from discontinued operations		1,082			2,096
Income tax expense		(402	)		(725	)
Income from discontinued operations, net of income tax		680			1,371
Gain on sale		87,892			—
Income tax expense		(19,019	)		—
Utilization of net operating loss carry-forwards		17,613			—
		86,486			—
Reclassification of foreign currency translation from accumulated other comprehensive income		(1,865	)		—
Net gain on sale of discontinued operations		84,621			—
Net income from discontinued operations	$	85,301		$	1,371

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

	March 31, 2013		Dec 31, 2012
Accounts receivable	$	—	$	10,284
Income taxes recoverable		—		120
Deposits and prepaid expenses		—		1,032
Property and equipment		—		1,635
Intangible assets		—		750
Goodwill		—		8,872
Deferred income taxes		—		159
Deferred income taxes valuation allowance		—		(28	)
Total assets from discontinued operations	$	—	$	22,824
Accounts payable and accrued liabilities	$	—	$	14,068
Total liabilities from discontinued operations	$	—	$	14,068

4. Computation of Income (Loss) per Share

	Three months Ended March 31, 2013			Three months Ended March 31, 2012
Numerator:
Net loss from continuing operations	$	(17,629	)	$	(7,187	)
Net income from discontinued operations		85,301			1,371
Net income (loss)		67,672			(5,816	)
Denominator:
Basic weighted-average shares outstanding		16,401,808			16,367,109
Dilutive weighted-average shares outstanding		16,401,808			16,367,109
Basic and diluted loss per share from continuing operations	$	(1.07	)	$	(0.44	)
Basic and diluted income per share from discontinued operations		5.20			0.08
Basic and diluted income (loss) per share		4.13			(0.36	)

9

5. 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 held for sale, there is no further depreciation taken on the asset. At March 31, 2013, the net book value of assets held for sale was approximately $2.1 million (December 31, 2012—$2.1 million). This amount is included in property and equipment on the balance sheet.

6. 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 Company’s consolidated financial position, results of operations or cash flows. Legal costs are expensed as incurred.

7. Long-Term Debt

During the three months ended March 31, 2013, the Company entered into additional 15 year real estate term credit facilities with a real estate mortgage lender for $14.1 million. The real estate term credit facilities are secured by 10 transportation facilities throughout the United States. The real estate term agreements bear interest at 4.625% to 4.875% with an interest rate adjustment period of every three to five years.

On March 4, 2013, in conjunction with the sale of SCO, the Company amended its asset based revolving credit facility. The amended credit facility provides up to $50.0 million, compared to $85.0 million previously. The amended credit facility matures on November 30, 2014, which may be accelerated to May 31, 2014 if certain financial conditions are not met. The Company may access the revolving credit facility for letters of credit, however such access is subject to certain financial measures and the Company must initially use cash-on-hand to fund operations to be able to draw on additional funds. As a result of the amendment, the Company wrote off $0.4 million of previously capitalized financing fees. This non-cash expense was recorded in interest expense on the consolidated statements of income (loss).

8. Income Taxes

The Company established a valuation allowance for all U.S. deferred tax assets as required by FASB ASC 740-10. During the three months ended March 31, 2013, the Company utilized its net operating loss carry-forwards due to a taxable gain on the sale of SCO resulting in a decrease in the valuation allowance of $17.6 million (2012 – increase of $2.1 million) to $46.3 million.

9. Fair Value Measurements

The fair values of cash and cash equivalents, 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 March 31, 2013 and December 31, 2012.

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.

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to help the reader understand the results of operations and financial condition of our Company. It is provided as a supplement to, and should be read in conjunction with our unaudited consolidated interim financial statements for the three months ended March 31, 2013 and the notes thereto as included in Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 31, 2012.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and applicable Canadian securities laws concerning Vitran’s business, operations, and financial performance and condition.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. 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.

This Quarterly Report on Form 10-Q contains forward-looking statements regarding, but not limited to, the following:

• the Company’s expectation that efficiencies, increase in activity levels 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 business;

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

• 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 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 days sales outstanding (“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 cash;

• 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, changes in tax legislation, the general health of the economy, changes in labor relations, geographic expansion, capital requirements, availability of financing, foreign currency fluctuations, claims and insurance costs, environmental hazards, availability of qualified drivers and competitive factors. More detailed information about these and other factors is included in Item 1A – Risk Factors in the Company’s 2012 Annual Report on Form 10-K. Many of these factors are beyond the Company’s control; therefore, future events may vary substantially from what the Company currently foresees. You should not place undue reliance on such forward-looking statements. Vitran Corporation Inc. does not assume the obligation to revise or update these forward-looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

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

11

CONSOLIDATED RESULTS

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

	For the three months ended March 31,
(in thousands)	2013			2012			2013 vs 2012
Revenue	$	161,109		$	178,587			(9.8	%)
Salaries, wages and other employee benefits		73,122			76,371			(4.3	%)
Purchased transportation		24,976			25,771			(3.1	%)
Depreciation and amortization		3,901			3,759			3.8	%
Maintenance		7,479			8,583			(12.9	%)
Rents and leases		8,599			7,947			8.2	%
Owner operators		11,969			11,228			6.6	%
Fuel and fuel-related expenses		31,575			36,024			(12.4	%)
Other operating expenses		15,633			15,087			3.6	%
Other (income) loss		(290	)		82			(453.7	%)
Total Expenses		176,964			184,852			(4.3	%)
Loss from continuing operations		(15,855	)		(6,265	)		153.1	%
Interest expense, net		1,920			1,310			46.6	%
Income tax recovery		(146	)		(388	)		(62.4	%)
Net loss from continuing operations		(17,629	)		(7,187	)		145.3	%
Discontinued operations, net of income taxes		85,301			1,371			6,121.8	%
Net income (loss)	$	67,672		$	(5,816	)		(1,263.5	%)
Income (loss) per share:
Basic and diluted – continuing operations	$	(1.07	)	$	(0.44	)
Basic and diluted – net income (loss)	$	4.13		$	(0.36	)
Operating Ratio (1)		109.8	%		103.5	%

Financial Overview

Revenue decreased 9.8% to $161.1 million for the first quarter of 2013 compared to $178.6 million in the first quarter of 2012. Revenue for the first quarter of 2013 was negatively impacted by one and a half less working days in the first quarter of 2013 compared to the first quarter of 2012.

Salaries, wages and other employee benefits decreased 4.3% for the first quarter of 2013 compared to the same period a year ago. This is due to the reduction in activity levels and working days compared to the same period in 2012. As density improves in future quarters, the Company should realize increased productivity and labor efficiencies and although salaries, wages and other employee benefits expenses should outpace the prior year expenses, as management improves efficiencies within the U.S. LTL business unit, such costs are expected to decline on a percentage of revenue basis.

Purchased transportation decreased 3.1% for the three-month period ended March 31, 2013 compared to the same period in 2012. Purchased transportation decreased 7.3% in the U.S. LTL business unit in the first quarter of 2013 compared to the same quarter a year ago, attributable to the decrease in shipments in the first quarter of 2013 compared to the first quarter of 2012.

Depreciation and amortization expense increased 3.8% for the first quarter of 2013 compared to the same period in 2012, and is primarily attributable to the purchase of rolling stock, dock equipment and buildings throughout 2012.

Maintenance expense decreased 12.9% for the three-month period ended March 31, 2013 compared to the same period in 2012. As a percentage of revenue, maintenance expense decreased compared to the first quarter of 2012 as management continues its focus on reducing this expense. It is management’s expectation that the Company will continue to reduce its maintenance costs as a percentage of revenue in future periods.

12

Rents and leases expense increased 8.2% for the three-month period ended March 31, 2013 compared to the same period in 2012. The increase is attributable to the 200 new tractors received by the U.S LTL business unit in 2012 and approximately 950 new trailers received in 2012, a majority of which were acquired by the U.S. LTL business unit.

Owner operator expense increased 6.6% for the first quarter of 2013 compared to the same period in 2012. The increase is due to increased activity levels in the Canadian LTL business unit in the current quarter compared to the first quarter in 2012.

Fuel and fuel-related expenses decreased 12.4% for the three month period ended March 31, 2013 compared to the same period a year ago. Fuel consumption in the first quarter of 2013 decreased as shipments declined 13.0% during the quarter compared to the first quarter of 2012. In addition, the average price of diesel increased approximately 3.3% compared to the three-month period ended March 31, 2012.

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. On March 4, 2013 the Company completed the sale of SCO for $97.0 million in cash, and a portion of the proceeds was used to fully reduce Vitran’s debt under its revolving credit facility. The Company expects to receive an additional $1.8 million in proceeds in the second quarter of 2013 upon final determination of the aforementioned working capital adjustments. The Company recorded a gain of $85.3 million on the sale of its SCO business. The operating results and divestiture of the SCO segment have been recorded as a discontinued operation.

The Company incurred interest expense of $1.9 million in the first quarter of 2013 compared to interest expense of $1.3 million for the same quarter a year ago. Included in interest expense is $0.4 million of deferred financing costs that were written-off in the current quarter due to the Company amending its revolving credit agreement. The amended credit agreement provides for $50.0 million of borrowing capacity compared to the previous borrowing capacity of $85.0 million. The Company’s total balance sheet debt net of cash at March 31, 2013 is $31.1 million.

In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“FASB ASC”) 740-10, the Company had recorded a valuation allowance for all U.S. deferred tax assets. The sale of SCO resulted in a taxable gain in the United States, which the Company was able to offset with the utilization of its available net operating loss carry forwards from previous years of $17.6 million. The Company recorded a consolidated tax recovery of $0.1 million for the first three months of 2013 compared to a consolidated tax recovery of $0.4 million for the first three months of 2012.

Net loss from continuing operations for the 2013 first quarter was $17.6 million compared to a net loss of $7.2 million for the same quarter in 2012. This resulted in a basic and diluted loss per share from continuing operations of $1.07 for the first quarter of 2013 compared to a basic and diluted loss per share from continuing operations of $0.44 for the first quarter of 2012. Income from discontinued operations, including the gain from the sale of the SCO segment, was $85.3 million in the 2013 first quarter compared to $1.4 million in the first quarter of 2012. As a result, the Company posted net income of $67.7 million or $4.13 basic and diluted income per share compared to a net loss of $5.8 million or $0.36 basic and diluted loss per share in the comparable first quarter. The weighted average number of shares for the current quarter was 16.4 million basic and diluted shares, consistent with the basic and diluted shares in the first quarter of 2012.

13

Operations Overview

	For the three months ended March 31,
(in thousands)	2013		2012		2013 vs 2012
Number of shipments (2)		979,903		1,126,151		(13.0	%)
Weight (000s of lbs) (3)		1,436,813		1,652,691		(13.1	%)
Revenue per shipment (4)	$	164.41	$	158.58		3.7	%
Revenue per hundredweight (5)	$	11.21	$	10.81		3.7	%

Shipments and tonnage decreased 13.0% and 13.1%, respectively, compared to the first quarter of 2012. Both metrics were impacted by one and a half less working days in the first quarter of 2013 compared to the first quarter of 2012. Shipments per day decreased 10.9% in the first quarter of 2013 compared to the first quarter of 2012. The decrease in shipments year-over-year is attributable to the U.S. LTL business unit; however, shipments in the first quarter of 2013 improved sequentially throughout the quarter. Shipments per day in the U.S. LTL business unit improved 6.6% in March 2013 compared to December 2012 and management expects to continue to see improvement in shipment count in future periods. On a year-over-year basis, March 2013 compared to March 2012, average length of haul decreased 1.0% and revenue per hundredweight increased 5.7%. Management expects revenue per hundredweight to increase in upcoming quarters as the Company promotes its improved on-time service to existing and new customers.

During the first quarter of 2013, the U.S. LTL business unit endeavored to build on the foundation developed throughout 2012. The business unit continues to attempt to realize efficiencies and the improved customer service levels that began in the fourth quarter of 2012 have continued to improve in the first quarter of 2013. The management team’s focus is to build on the commercial momentum created in the first quarter of 2013 and drive density and revenue into the U.S. LTL infrastructure.

The Canadian LTL business unit posted a solid 2013 first quarter benefiting from a renewed commercial effort in the Canadian market place.

Lastly, management believes that additional density gains, continued momentum in the North American pricing environment, combined with a continued focus on operational and customer service improvements, the LTL operation should be well positioned to improve income from operations over the long term.

Other

Mr. Rick Gaetz resigned as President and Chief Executive Officer of Vitran effective April 4, 2013. Mr. William Deluce was appointed Interim President and Chief Executive Officer effective the same day to replace Mr. Gaetz.

The Board of Directors is completing a full evaluation of Vitran’s business and is reviewing all appropriate strategic options for the Company with a focus on enhancing shareholder value.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from continuing operations for the first quarter of 2013 consumed $21.2 million compared to consuming $9.6 million in the 2012 first quarter. The Company generated a higher net loss from operations in the first quarter of 2013 and had a slight deterioration in non-cash working capital. Days sales outstanding (“DSO”) in the first quarter of 2013 were 39.3 days compared to DSO of 38.7 days for the first quarter of 2012.

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 March 4, 2013, the Company completed the sale of its SCO business to Legacy for $97.0 million in cash. The Company used a portion of the proceeds to fully reduce its outstanding debt under its senior revolving credit facility, and has $54.6 million of cash-on-hand at March 31, 2013. In conjunction with the completed sale of the SCO business, Vitran amended its senior revolving credit agreement to reduce the total available line from $85.0 million to $50.0 million. The Company wrote-off $0.4 million of previously capitalized financing fees, related to the revolving credit facility.

The Company may access the revolving credit facility for letters of credit, however, must achieve a required level of financial performance to be able to draw additional funds on the revolving credit facility and must initially use its cash on-hand to fund operations.

14

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. In the fourth quarter of 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. In the first quarter of 2013, Vitran entered into additional U.S. real estate term facilities under the aforementioned commitment for total proceeds of $14.1 million, secured by an additional 10 of the U.S. transportation facilities. The additional U.S. real estate term facilities have a 15-year term, at an average fixed interest rate of 4.875% adjusted every three to five years and a 15-year amortization period. At March 31, 2013, the Company had $30.7 million outstanding under its U.S. real estate term facilities.

As at March 31, 2013, interest-bearing debt was $85.7 million consisting of $79.8 million of real estate term debt and $5.9 million of capital leases. There were no amounts outstanding under the Company’s senior revolving credit facility at March 31, 2013, except for outstanding letters of credit (“LOC”). 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.

For the three months ended March 31, 2013, the Company repaid $0.4 million of real estate term debt, $0.4 million of capital leases and $31.8 million of its revolving credit facilities. At March 31, 2013, the Company had $54.6 million of available cash on its balance sheet. The Company was in compliance with all terms under its credit agreements at March 31, 2013.

The Company generated $0.3 million in proceeds on the divestiture of surplus equipment in the first three months of 2013. Capital expenditures amounted to $0.8 million for the first three months of 2013 and were funded out of the revolving credit facilities.

The table below sets forth the Company’s capital expenditures for the three months ended March 31:

	For the three months ended March 31,
(in thousands of dollars)	2013		2012
Real estate and buildings	$	77	$	680
Tractors		—		135
Trailing fleet		7		1,906
Information technology		198		112
Leasehold improvements		167		97
Other equipment		342		299
Total	$	791	$	3,229

Management estimates that cash capital expenditures for the remainder of 2013 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 on-hand and operating leases.

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.

15

The following table summarizes our significant contractual obligations and commercial commitments as of March 31, 2013:

(in thousands of dollars)			Payments due by period
Contractual Obligations	Total		2013		2014 & 2015		2016 & 2017		Thereafter
Real estate facilities	$	79,856	$	1,924	$	5,512	$	6,055	$	66,365
Capital lease obligations		5,869		1,056		2,506		1,948		359
Estimated interest payments (1)		25,563		3,053		7,566		6,720		8,224
Sub-total		111,288		6,033		15,584		14,723		74,948
Off-balance sheet commitments
Operating leases		81,451		19,452		40,202		16,400		5,397
Total Contractual Obligations	$	192,739	$	25,485	$	55,786	$	31,123	$	80,345

⁽¹⁾  The Company has estimated its interest obligation on its fixed rate obligations. For fixed rate debt, the fixed interest rate was used to determine the interest obligation.

In addition to the above-noted contractual obligations, as at March 31, 2013, the Company utilized the revolving credit facility for standby letters of credit of $23.8 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 to the Company’s syndicated lenders of up to $12.2 million on letters of credit. 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 require the Company to achieve stated levels of financial performance, which, if not achieved, could cause an acceleration of the credit agreement’s maturity date. The Company must also achieve stated levels of financial performance to be able to draw on the revolving credit facility beyond only for letters of credit. The Company may fail to achieve the required level of financial performance within the required timeline. Assuming no significant decline in business levels or financial performance, management expects that existing working capital, together with available cash, will be sufficient to fund operating and capital requirements as well as service the contractual obligations.

OUTLOOK

Management believes 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 management team continues to focus on implementing additional projects and initiatives to improve service, productivity and efficiency of the operation. Successfully executing on these plans will allow management to expand revenue through increased pricing and density.

Should the U.S. LTL business unit successfully execute its operational plan, activity levels and pricing initiatives should improve, positioning the Company to improve operating results in future periods.

QUARTERLY RESULTS (unaudited)

(thousands of dollars except per share amounts)	2013 Q1			2012 Q4			2012 Q3			2012 Q2			2012 Q1			2011 Q4			2011 Q3			2011 Q2
Revenue	$	161,109		$	164,329		$	176,209		$	183,789		$	178,587		$	172,484		$	176,407		$	178,362
Loss from continuing operations		(17,629	)		(17,956	)		(11,760	)		(5,723	)		(7,187	)		(9,966	)		(5,328	)		(3,867	)
Net income (loss) from continuing operations		67,672			(15,896	)		(10,100	)		(4,163	)		(5,816	)		(8,072	)		(3,420	)		(2,297	)
Loss from continuing operations per share:
Basic	$	(1.07	)	$	(1.09	)	$	(0.72	)	$	(0.35	)	$	(0.44	)	$	(0.61	)	$	(0.33	)	$	(0.24	)
Diluted		(1.07	)		(1.09	)		(0.72	)		(0.35	)		(0.44	)		(0.61	)		(0.33	)		(0.24	)
Weighted average number of shares:
Basic		16,401,808			16,399,241			16,399,241			16,399,241			16,367,109			16,331,241			16,330,171			16,330,041
Diluted		16,401,808			16,399,241			16,399,241			16,399,241			16,367,109			16,331,241			16,330,171			16,330,041

16

Definitions of non-GAAP measures:

(1) 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, divided by revenue. 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:

	Three months Ended March 31 2013			Three months Ended March 31 2012
Total operating expenses	$	176,964		$	184,852
Revenue		161,109			178,587
Operating ratio (“OR”)		109.8	%		103.5	%

(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.

(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.

17

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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 our 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
Fixed Rate
Real Estate facilities	$	79,856		$	1,924		$	5,512		$	6,055		$	66,365
Interest Rate		4.63% - 4.88	%		4.63% - 4.88	%		4.63% - 4.88	%		4.63% - 4.88	%		4.63% - 4.88	%
Capital lease obligations		5,869			1,056			2,506			1,948			359
Average interest rate		6.15	%		6.15	%		6.15	%		6.15	%		6.15	%
Total	$	85,725		$	2,980		$	8,018		$	8,003		$	66,724

The Company is exposed to foreign currency risk as fluctuations in the United States dollar against the Canadian dollar can impact the financial results of the Company. The Company’s Canadian operations realize foreign currency exchange gains and losses on the United States dollar denominated revenue generated against Canadian dollar denominated expenses. Furthermore, the Company reports its results in United States dollars thereby exposing the results of the Company’s Canadian operations to foreign currency fluctuations.

Item 4. 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 Interim 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 Quarterly Report on Form 10-Q, 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 March 31, 2013.

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 first quarter of 2013.

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Part II. Other Information

Item 1. Legal Proceedings

The Company 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 significant adverse effect upon Vitran’s financial condition, results of operations or cash flows.

Item 1A. Risk Factors

See Part 1A of the Company’s 2012 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Description of Exhibit
10.1	Credit Agreements between Standard Insurance Company and Vitran Properties USA, Inc. and subsidiaries dated February 21, 2013 and March 22, 2013 (1)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 29, 2013 (1)
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 29, 2013 (1)
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated April 29, 2013 (2)
101.INS	XBRL Instance Document (1)
101.SCH	XBRL Taxonomy Extension Schema (1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase (1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (1)
101.LAB	XBRL Taxonomy Extension Label Linkbase (1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase (1)

Notes:

⁽¹⁾  Filed as an exhibit to this Quarterly Report on Form 10-Q.

⁽²⁾  Furnished as an exhibit to the Quarterly Report on Form 10-Q.

SIGNATURES

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

	VITRAN CORPORATION INC.
		/s/ FAYAZ D. SULEMAN
		Fayaz D. Suleman
Date: April 29, 2013		Vice President of Finance and
		Chief Financial Officer
		(Principle Financial Officer)

20

EX-10.1

Exhibit 10.1

SIC Loan No. B2110725

NOTE

$1,245,000.00 February 21, 2013

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 Forty-Five Thousand and No/100ths Dollars ($1,245,000.00), 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 Four and No/100ths Dollars ($9,604.00) payable on the first day of each month, commencing with the first day of April, 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 March, 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

Note (OR 1/12) 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.

(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.

Note (OR 1/12) 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.

Note (OR 1/12) 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

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

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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

Note (OR 1/12) Page 9

SIC Loan No. B2110702

NOTE

$1,600,000.00 February 21, 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 Six Hundred Thousand and No/100ths Dollars ($1,600,000.00), 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 Five Hundred Forty-Nine and No/100ths Dollars ($12,549.00) payable on the first day of each month, commencing with the first day of April, 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 March, 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

Note (OR 1/12) 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.

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

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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.

Note (OR 1/12) 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

Note (OR 1/12) 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

Note (OR 1/12) 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

Note (OR 1/12) Page 9

SIC Loan No. B2110716

NOTE

$1,280,000.00 February 21, 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 Eighty Thousand and No/100ths Dollars ($1,280,000.00), 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 Eight Hundred Seventy-Four and No/100ths Dollars ($9,874.00) payable on the first day of each month, commencing with the first day of April, 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 March, 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

Note (OR 1/12) 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.

(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.

Note (OR 1/12) 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.

Note (OR 1/12) 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

Note (OR 1/12) 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 shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

Note (OR 1/12) Page 5

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.

Note (OR 1/12) 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

Note (OR 1/12) 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 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

Note (OR 1/12) 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 OHIO, LLC, a Delaware limited liability company
By:	/s/ Chris Keylon
	CHRIS KEYLON Its: Authorized Manager

Note (OR 1/12) Page 9

SIC Loan No. B2110708

NOTE

$1,600,000.00 February 21, 2013

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 Six Hundred Thousand and No/100ths Dollars ($1,600,000.00), 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 Five Hundred Forty-Nine and No/100ths Dollars ($12,549.00) payable on the first day of each month, commencing with the first day of April, 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 March, 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.

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

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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. B2110703

NOTE

$1,306,000.00 March 22, 2013

FOR VALUE RECEIVED, the undersigned, VITRAN NEW JERSEY, 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 Six Thousand and No/100ths Dollars ($1,306,000.00), 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 Two Hundred Forty-Three and No/100ths Dollars ($10,243.00) payable on the first day of each month, commencing with the first day of May, 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 April, 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.

(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.

Note (OR 1/12) 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

Note (OR 1/12) 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 shall bear interest at the Default Rate. The late charge is compensation for damages suffered by Lender and does not constitute interest.

Note (OR 1/12) Page 5

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.

Note (OR 1/12) 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

Note (OR 1/12) 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 NEW JERSEY, 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

Note (OR 1/12) 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 NEW JERSEY, LLC,

a Delaware limited liability company

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

Note (OR 1/12) Page 9

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, William S. Deluce, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q 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: April 29, 2013

/s/ WILLIAM S. DELUCE

William S. Deluce

Interim President and

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Fayaz D. Suleman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q 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: April 29, 2013

/s/ FAYAZ D. SULEMAN

Fayaz D. Suleman

Vice President, Finance and

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

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 Quarterly Report of Vitran Corporation Inc. on Form 10-Q for the three months ended March 31, 2013, 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: April 29, 2013	By:	/s/ WILLIAM S. DELUCE
		William S. Deluce
		Interim President and Chief Executive Officer

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

XML

Assets Held for Sale (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Assets Held for Sale (Textual) [Abstract]
Net book value of assets held for sale	$ 2.1	$ 2.1

XML

Accounting Policies

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Accounting Policies

1. Accounting Policies

The accompanying interim consolidated financial statements include the accounts of Vitran Corporation Inc. and its wholly-owned subsidiaries (together, the Company). All material intercompany transactions and balances have been eliminated on consolidation.

The interim consolidated financial statements have been prepared in accordance with the rules prescribed for filing interim financial statements and accordingly, do not contain all the disclosures that may be necessary for complete financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”). The interim consolidated financial statements have been prepared in accordance with instructions to Quarterly Report on Form 10-Q. The interim consolidated financial statements should be read in conjunction with the Company’s 2012 Annual Report on Form 10-K. The interim consolidated financial statements follow the same accounting principles and methods of application as the most recent annual consolidated financial statements, except as noted in Note 2.

These interim consolidated financial statements reflect all adjustments which are, in the opinion of Management, necessary for a fair presentation of the results of the interim period presented. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2013.

XML

Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operations:
Net income (loss)	$ 67,672	$ (5,816)
Items not involving cash from operations:
Depreciation and amortization	3,901	3,759
Deferred income taxes	(222)	(43)
Loss (gain) on sale of property and equipment	(290)	82
Share-based compensation expense	95	127
Income on discontinued operations (note 3)	(85,301)	(1,371)
Change in non-cash working capital components	(7,019)	(6,325)
Continuing operations	(21,164)	(9,587)
Discontinued operations	475	3,379
Net cash used in operating activities	(20,689)	(6,208)
Investments:
Proceeds from sale of business, net of cash divested	93,739
Purchases of property and equipment	(791)	(1,582)
Proceeds on sale of property and equipment	344	541
Continuing operations	93,292	(1,041)
Discontinued operations	22	(200)
Net cash provided by (used) in investing activities	93,314	(1,241)
Financing:
Change in revolving credit facility and bank overdraft	(31,750)	9,540
Proceeds from long-term debt	14,058
Repayment of long-term debt	(444)	(244)
Repayment of capital leases	(402)	(941)
Financing costs	(514)
Issue of common shares upon exercise of employee stock options	170	151
Net cash provided by (used in) financing activities	(18,882)	8,506
Effect of foreign exchange translation on cash	600	(84)
Increase in cash and cash equivalents	54,343	973
Cash and cash equivalents, beginning of period	233	1,204
Cash and cash equivalents, end of period	54,576	2,177
Change in non-cash working capital components:
Accounts receivable	(10,510)	(8,505)
Inventory, deposits and prepaid expenses	168	(1,270)
Income taxes payable	(997)	(1,089)
Accounts payable and accrued liabilities	4,320	4,539
Change in non-cash working capital components	(7,019)	(6,325)
Supplemental disclosure of non-cash transactions:
Capital lease additions		$ 1,646

XML

Consolidated Statements of Income (Loss) (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Statements of Income (Loss) [Abstract]
Revenue	$ 161,109	$ 178,587
Operating expenses:
Salaries, wages and other employee benefits	73,122	76,371
Purchased transportation	24,976	25,771
Depreciation and amortization	3,901	3,759
Maintenance	7,479	8,583
Rents and leases	8,599	7,947
Owner operators	11,969	11,228
Fuel and fuel-related expenses	31,575	36,024
Other operating expenses	15,633	15,087
Other (income) loss	(290)	82
Total operating expenses	176,964	184,852
Loss from continuing operations before the undernoted	(15,855)	(6,265)
Interest expense, net	1,920	1,310
Loss from continuing operations before income taxes	(17,775)	(7,575)
Income tax recovery	(146)	(388)
Net loss from continuing operations	(17,629)	(7,187)
Discontinued operations, net of income taxes (note 3)	85,301	1,371
Net income (loss)	$ 67,672	$ (5,816)
Basic and Diluted:
Loss from continuing operations	$ (1.07)	$ (0.44)
Discontinued operations income	$ 5.20	$ 0.08
Net income (loss)	$ 4.13	$ (0.36)
Weighted average number of shares:
Basic	16,401,808	16,367,109
Diluted	16,401,808	16,367,109

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Consolidated Balance Sheets [Abstract]
Common shares, no par value
Common shares, issued	16,432,241	16,399,241
Common shares, outstanding	16,432,241	16,399,241

XML

Discontinued Operations (Details 1) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Summary of assets and liabilities from discontinued operations
Accounts receivable		$ 10,284
Income taxes recoverable		120
Deposits and prepaid expenses		1,032
Property and equipment		1,635
Intangible assets		750
Goodwill		8,872
Deferred income taxes		159
Deferred income taxes valuation allowance		(28)
Total assets from discontinued operations		22,824
Accounts payable and accrued liabilities		14,068
Total liabilities from discontinued operations		$ 14,068

XML

Computation of Income (Loss) per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Numerator:
Net loss from continuing operations	$ (17,629)	$ (7,187)
Net income from discontinued operations	85,301	1,371
Net income (loss)	$ 67,672	$ (5,816)
Denominator:
Basic weighted-average shares outstanding	16,401,808	16,367,109
Dilutive weighted-average shares outstanding	16,401,808	16,367,109
Basic and diluted loss per share from continuing operations	$ (1.07)	$ (0.44)
Basic and diluted income per share from discontinued operations	$ 5.20	$ 0.08
Basic and diluted income (loss) per share	$ 4.13	$ (0.36)

XML

Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (USD $) In Thousands, except Share data	Total	Common Shares	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Income
Beginning Balance at Dec. 31, 2011	$ 84,973	$ 99,746	$ 5,334	$ (24,914)	$ 4,807
Beginning 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
Net income (loss)	(5,816)			(5,816)
Other comprehensive income	65				65
Share-based compensation	127		127
Ending Balance at Mar. 31, 2012	79,500	99,954	5,404	(30,730)	4,872
Ending Balance, Shares at Mar. 31, 2012		16,399,241
Beginning Balance at Dec. 31, 2012	49,657	99,954	5,708	(60,889)	4,884
Beginning Balance, Shares at Dec. 31, 2012		16,399,241
Shares issued upon exercise of employee stock options	170	250	(80)
Shares issued upon exercise of employee stock options, Shares		33,000
Net income (loss)	67,672			67,672
Other comprehensive income	1,042				1,042
Share-based compensation	95		95
Ending Balance at Mar. 31, 2013	$ 118,636	$ 100,204	$ 5,723	$ 6,783	$ 5,926
Ending Balance, Shares at Mar. 31, 2013		16,432,241

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net income (loss)	$ 67,672	$ (5,816)
Other comprehensive income (loss):
Change in foreign currency translation adjustment (net of income tax expense (recovery) of $48 and $(6) for the three months ended March 31, 2013 and 2012)	(823)	65
Foreign currency translation reclassified from accumulated other comprehensive income (note 3)	1,865
Other comprehensive income	1,042	65
Comprehensive income (loss)	$ 68,714	$ (5,751)

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Fair Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Measurements [Abstract]

Fair Value Measurements

9. Fair Value Measurements

The fair values of cash and cash equivalents, 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 March 31, 2013 and December 31, 2012.

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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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	Apr. 24, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	VITRAN CORP INC
Entity Central Index Key	0000946823
Document Type	10-Q
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Document Period End Date	Mar. 31, 2013
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		16,432,241

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New Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2013

New Accounting Pronouncements [Abstract]

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

FASB Accounting Standard Update (“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. ASU No. 2013-02 was adopted by the Company on January 1, 2013. The new guidance affects disclosures only and did not have an impact on the Company’s results of operations or financial position.

Income Taxes

The Company established a valuation allowance for all U.S. deferred tax assets as required by FASB ASC 740-10. During the three months ended March 31, 2013, the Company utilized its net operating loss carry-forwards due to a taxable gain on the sale of SCO resulting in a decrease in the valuation allowance of $17.6 million (2012 – increase of $2.1 million) to $46.3 million.

Fair Value Measurement

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 Statements of Comprehensive Income (Loss) (Parenthetical) (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Tax portion of change in foreign currency translation adjustments	$ 48	$ (6)

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Computation of Income (Loss) per Share

3 Months Ended

Mar. 31, 2013

Computation of Income (Loss) Per Share [Abstract]

Computation of Income (loss) per Share

4. Computation of Income (Loss) per Share

	Three months Ended March 31, 2013			Three months Ended March 31, 2012
Numerator:
Net loss from continuing operations	$	(17,629	)	$	(7,187	)
Net income from discontinued operations		85,301			1,371
Net income (loss)		67,672			(5,816	)
Denominator:
Basic weighted-average shares outstanding		16,401,808			16,367,109
Dilutive weighted-average shares outstanding		16,401,808			16,367,109
Basic and diluted loss per share from continuing operations	$	(1.07	)	$	(0.44	)
Basic and diluted income per share from discontinued operations		5.20			0.08
Basic and diluted income (loss) per share		4.13			(0.36	)

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Discontinued Operations

3 Months Ended

Mar. 31, 2013

Discontinued Operations [Abstract]

Discontinued operations

3. Discontinued Operations

On March 4, 2013, the Company completed the sale of its Supply Chain Operation business unit (“SCO”), which was previously a reportable segment. The proceeds from the transaction were $97.0 million, plus an expected adjustment of $1.8 million on account of working capital. As of March 31, 2013, the Company has received net cash proceeds of $93.7 million, net of cash divested of $0.4 million and direct selling costs of $2.9 million. The additional proceeds of approximately $1.8 million are expected to be received in the second quarter of 2013 following the final determination of the adjustment and this amount has been recorded in accounts receivable as of March 31, 2013. The Company used the proceeds to reduce its outstanding debt under its revolving credit facility. The operating results and gain on sale of SCO have been recorded as a discontinued operation.

The following table summarizes the operations for all periods presented to classify SCO operations as discontinued operations for the three months ended March 31, 2013 and 2012:

	2013			2012
Revenue	$	18,689		$	29,161
Income from discontinued operations		1,082			2,096
Income tax expense		(402	)		(725	)
Income from discontinued operations, net of income tax		680			1,371
Gain on sale		87,892			—
Income tax expense		(19,019	)		—
Utilization of net operating loss carry-forwards		17,613			—
		86,486			—
Reclassification of foreign currency translation from accumulated other comprehensive income		(1,865	)		—
Net gain on sale of discontinued operations		84,621			—
Net income from discontinued operations	$	85,301		$	1,371

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

	March 31, 2013		Dec 31, 2012
Accounts receivable	$	—	$	10,284
Income taxes recoverable		—		120
Deposits and prepaid expenses		—		1,032
Property and equipment		—		1,635
Intangible assets		—		750
Goodwill		—		8,872
Deferred income taxes		—		159
Deferred income taxes valuation allowance		—		(28	)
Total assets from discontinued operations	$	—	$	22,824
Accounts payable and accrued liabilities	$	—	$	14,068
Total liabilities from discontinued operations	$	—	$	14,068

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Discontinued Operations (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Discontinued Operations (Textual) [Abstract]
Proceeds from transaction	$ 97.0
Additional proceeds to be received, working capital adjustment	1.8
Cash proceeds from discontinued operations	93.7
Cash divested	0.4
Direct selling costs attributable to the sale of a component of the entity	$ 2.9

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2013

Discontinued Operations [Abstract]

Summary of operations and assets and liabilities from discontinued operations

	2013			2012
Revenue	$	18,689		$	29,161
Income from discontinued operations		1,082			2,096
Income tax expense		(402	)		(725	)
Income from discontinued operations, net of income tax		680			1,371
Gain on sale		87,892			—
Income tax expense		(19,019	)		—
Utilization of net operating loss carry-forwards		17,613			—
		86,486			—
Reclassification of foreign currency translation from accumulated other comprehensive income		(1,865	)		—
Net gain on sale of discontinued operations		84,621			—
Net income from discontinued operations	$	85,301		$	1,371

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

	March 31, 2013		Dec 31, 2012
Accounts receivable	$	—	$	10,284
Income taxes recoverable		—		120
Deposits and prepaid expenses		—		1,032
Property and equipment		—		1,635
Intangible assets		—		750
Goodwill		—		8,872
Deferred income taxes		—		159
Deferred income taxes valuation allowance		—		(28	)
Total assets from discontinued operations	$	—	$	22,824
Accounts payable and accrued liabilities	$	—	$	14,068
Total liabilities from discontinued operations	$	—	$	14,068

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Long-Term Debt

3 Months Ended

Mar. 31, 2013

Long-Term Debt [Abstract]

Long-Term Debt

7. Long-Term Debt

During the three months ended March 31, 2013, the Company entered into additional 15 year real estate term credit facilities with a real estate mortgage lender for $14.1 million. The real estate term credit facilities are secured by 10 transportation facilities throughout the United States. The real estate term agreements bear interest at 4.625% to 4.875% with an interest rate adjustment period of every three to five years.

On March 4, 2013, in conjunction with the sale of SCO, the Company amended its asset based revolving credit facility. The amended credit facility provides up to $50.0 million, compared to $85.0 million previously. The amended credit facility matures on November 30, 2014, which may be accelerated to May 31, 2014 if certain financial conditions are not met. The Company may access the revolving credit facility for letters of credit, however such access is subject to certain financial measures and the Company must initially use cash-on-hand to fund operations to be able to draw on additional funds. As a result of the amendment, the Company wrote off $0.4 million of previously capitalized financing fees. This non-cash expense was recorded in interest expense on the consolidated statements of income (loss).

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Assets Held for Sale

3 Months Ended

Mar. 31, 2013

Assets Held for Sale [Abstract]

Assets Held for Sale

5. 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 held for sale, there is no further depreciation taken on the asset. At March 31, 2013, the net book value of assets held for sale was approximately $2.1 million (December 31, 2012—$2.1 million). This amount is included in property and equipment on the balance sheet.

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Contingent Liabilities

3 Months Ended

Mar. 31, 2013

Contingent Liabilities [Abstract]

Contingent Liabilities

6. 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 Company’s consolidated financial position, results of operations or cash flows. Legal costs are expensed as incurred.

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Income Taxes

8. Income Taxes

The Company established a valuation allowance for all U.S. deferred tax assets as required by FASB ASC 740-10. During the three months ended March 31, 2013, the Company utilized its net operating loss carry-forwards due to a taxable gain on the sale of SCO resulting in a decrease in the valuation allowance of $17.6 million (2012 – increase of $2.1 million) to $46.3 million.

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Discontinued Operations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Summary of operation as discontinued operations
Revenue	$ 18,689	$ 29,161
Income from discontinued operations	1,082	2,096
Income tax expense	(402)	(725)
Income from discontinued operations, net of income tax	680	1,371
Gain on sale	87,892
Income tax expense	(19,019)
Utilization of net operating loss carry-forwards	17,613
Discontinued Operations, sale net of tax	86,486
Reclassification of foreign currency translation from accumulated other comprehensive income	(1,865)
Net gain on sale of discontinued operations	84,621
Net income from discontinued operations	$ 85,301	$ 1,371

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Long-Term Debt (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 04, 2013
Long Term Debt (Textual) [Abstract]
Amended Maximum Borrowing Capacity		$ 50.0
Maximum Borrowing Capacity		85.0
Maturity Date	Nov. 30, 2014
Accelerated Maturity Date, In The Event of Default	May 31, 2014
Capitalized financing fee written off	0.4
U.S. real estate facilities [Member]
Line of Credit Facility [Line Items]
US Real Estate Facility, Term	15 years
Mortgage Loans	$ 14.1
Number of transportation terminals	10
U.S. real estate facilities [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Interest rate	4.625%
Interest rate adjustment period	3 years
U.S. real estate facilities [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Interest rate	4.875%
Interest rate adjustment period	5 years

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 54,576	$ 233
Accounts receivable	77,619	65,291
Inventory, deposits and prepaid expenses	10,477	10,131
Current assets of discontinued operations		11,436
Deferred income taxes	91	92
Total current assets	142,763	87,183
Property and equipment	127,806	131,640
Intangible assets	2,274	2,707
Goodwill	5,464	5,579
Long-term assets of discontinued operations		11,388
Total assets	278,307	238,497
Current liabilities:
Accounts payable and accrued liabilities	72,064	67,744
Income taxes payable	925	517
Current liabilities of discontinued operations		14,068
Current portion of long-term debt	3,944	3,339
Total current liabilities	76,933	85,668
Long-term debt	81,781	101,997
Deferred income taxes	957	1,175
Shareholders' equity:
Common shares, no par value, unlimited authorized, 16,432,241 and 16,399,241 issued and outstanding at March 31, 2013 and December 31, 2012, respectively	100,204	99,954
Additional paid-in capital	5,723	5,708
Retained earnings (accumulated deficit)	6,783	(60,889)
Accumulated other comprehensive income	5,926	4,884
Total shareholders' equity	118,636	49,657
Contingent liabilities (note 6)
Total liabilities and shareholders' equity	$ 278,307	$ 238,497

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

2. New Accounting Pronouncements

FASB Accounting Standard Update (“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. ASU No. 2013-02 was adopted by the Company on January 1, 2013. The new guidance affects disclosures only and did not have an impact on the Company’s results of operations or financial position.

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Taxes (Textual) [Abstract]
Increase (decrease) in valuation allowance for U.S. deferred tax assets	$ (17.6)	$ 2.1
Valuation allowance for U.S. deferred tax assets	$ 46.3

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Computation of Income (Loss) per Share (Tables)

3 Months Ended

Mar. 31, 2013

Computation of Income (Loss) Per Share [Abstract]

Computation of income (loss) per share

	Three months Ended March 31, 2013			Three months Ended March 31, 2012
Numerator:
Net loss from continuing operations	$	(17,629	)	$	(7,187	)
Net income from discontinued operations		85,301			1,371
Net income (loss)		67,672			(5,816	)
Denominator:
Basic weighted-average shares outstanding		16,401,808			16,367,109
Dilutive weighted-average shares outstanding		16,401,808			16,367,109
Basic and diluted loss per share from continuing operations	$	(1.07	)	$	(0.44	)
Basic and diluted income per share from discontinued operations		5.20			0.08
Basic and diluted income (loss) per share		4.13			(0.36	)