8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

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

Date of Report (Date of earliest event reported) October 7, 2013

Vitran Corporation Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada	001-32449	98-0358363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
185 The West Mall, Suite 701, Toronto, Ontario, Canada		M9C 5L5
(Address of principal executive offices)		(Zip Code)

416-596-7664

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

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

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

Amendment of a Material Definitive Agreement with Credit Facility Lenders

On October 7, 2013, Vitran Corporation Inc. (the “Company” or “Vitran”) and certain of its subsidiaries entered into the Fifth Amendment to Credit Agreement (the “Amending Agreement”) amending its Credit Agreement dated November 30, 2011 (the “Original Credit Agreement”) among the Company, certain of its subsidiaries, JPMorgan Chase Bank, N.A., as agent (the “Agent”), and the lenders that are party thereto (the “Lending Group”). The Original Credit Agreement continues in full force and effect, other than as amended by the Amending Agreement, the First Amendment to Credit Agreement dated as of December 29, 2011, the Second Amendment to Credit Agreement dated as of October 10, 2012, the Third Amendment to Credit Agreement dated as of December 28, 2012, and the Fourth Amendment to Credit Agreement dated as of February 12, 2013 (the Original Credit Agreement as amended, the “Credit Agreement”).

The following is a summary of the material terms of the amendments to the Credit Agreement effected by the Amending Agreement:

• Total commitments under the Credit Agreement have been reduced to $26.3 million, equal to the Company’s outstanding letters of credit. The commitments will be reduced on a dollar-for-dollar basis with the exposure of the Lending Group regarding the letters of credit outstanding.

• The Credit Agreement matures on the earlier of January 6, 2014 or the date when the total exposure of the Lending Group regarding outstanding letters of credit is reduced to zero.

• The Company is required to maintain $8.0 million in cash in a separate account, which may be transferred to the Agent as cash collateral upon the occurrence of the following: (i) the Aggregate Borrowing Base (as defined in the Credit Agreement) less the Aggregate Revolving Exposure (as defined in the Credit Agreement) is equal to or less than $25.0 million; or (ii) the total of cash on hand is less than $12.0 million. The $8.0 million cash requirement may be reduced in whole or in part as long as the minimum amount held is equal to the lesser of $8.0 million and 105% of the total outstanding letters of credit.

The Amending Agreement provides consent to the Company from the Lending Group for the sale of the Company’s subsidiaries that formed its U.S. LTL business.

The foregoing description of the Amending Agreement is qualified in its entirety by reference to the full text of the Amending Agreement, a copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated by reference into this Current Report on Form 8-K.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Completion of Divestiture of U.S. LTL Business to Data Processing, LLC

As previously disclosed on the Company’s Form 8-K filed on September 26, 2013, Vitran entered into a Stock Sale and Purchase Agreement with Data Processing, LLC (the “Buyer”) on September 23, 2013. Under the sale transaction, the Buyer acquired 100% of the common stock of the wholly-owned subsidiary which operates Vitran’s U.S. LTL business.

The transaction closed on October 7, 2013 (the “Closing Date”). In order to complete the transaction, the Company capitalized the U.S. LTL business with the net amount of $3.0 million, after deducting the $2.0 million purchase price received by the Company from the Buyer. In addition, the Buyer funded a cash deficit of approximately $1.4 million in the U.S. LTL business between September 23, 2013 and the Closing Date.

As part of the sale transaction, the obligations under the letters of credit currently outstanding for the U.S. LTL business remain guaranteed by the Company’s Canadian LTL business. However, the Buyer has agreed to reduce such letters of credit to zero within 90 days of the Closing Date.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

The unaudited pro forma consolidated balance sheet dated June 30, 2013, and unaudited pro forma consolidated statements of income (loss) of the Company for the six months ended June 30, 2013 and for the fiscal years ended December 31, 2012, 2011 and 2010 are filed as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits

Exhibit No.	Exhibit
10.1	Fifth Amendment to Credit Agreement dated October 7, 2013
99.1	Unaudited pro forma consolidated balance sheet dated as of June 30, 2013, and unaudited pro forma consolidated statements of income (loss) of the Company for the six months ended June 30, 2013 and for the fiscal years ended December 31, 2012, 2011 and 2010*

* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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 hereunto duly authorized.

	VITRAN CORPORATION INC.
DATE: October 11, 2013	By:	/s/ Fayaz D. Suleman
		Fayaz D. Suleman Vice President of Finance and Chief Financial Officer

EX-10.1

EXHIBIT 10.1

FIFTH AMENDMENT TO CREDIT AGREEMENT

EXECUTED by the parties hereto as of the 7^th day of October, 2013.

AMONG:	VITRAN CORPORATION INC. and VITRAN EXPRESS CANADA INC., as Canadian Borrowers
	(the “Canadian Borrowers”)
AND:	VITRAN CORPORATION, VITRAN EXPRESS, INC., and SHORTHAUL TRANSPORT CORPORATION, as U.S. Borrowers
	(collectively, the “U.S. Borrowers”, and together with the Canadian Borrowers, the “Borrowers”)
AND:	THE BORROWERS, EXPEDITEUR T.W. LTEE, DONEY HOLDINGS INC., ROUT-WAY EXPRESS LINES LTD./LES SERVICES ROUTIERS EXPRESS ROUT LTEE, SOUTHERN EXPRESS LINES OF ONTARIO LIMITED, VITRAN ENVIRONMENTAL SYSTEMS INC., and VITRAN PROPERTIES USA, INC., as Guarantors
	(collectively, the “Guarantors”)
AND:	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	(the “Agent”)
AND:	EACH OF THE FINANCIAL INSTITUTIONS PARTY HERETO, CONSTITUTING REQUIRED LENDERS (as such term is defined in the hereinafter defined Credit Agreement), as Required Lenders
	(collectively the “Required Lenders”)

WHEREAS the Borrowers, the Guarantors, the Agent and the other Persons signatory thereto have entered into a Credit Agreement dated as of November 30, 2011, as amended by a First Amendment to Credit Agreement dated as of December 29, 2011, a Second Amendment to Credit Agreement dated as of October 10, 2012, a Third Amendment to Credit Agreement dated as of December 28, 2012, and a Fourth Amendment to Credit Agreement dated as of February 12, 2013 (including all annexes, exhibits and schedules thereto, as the same has been or may be further amended, modified, restated, supplemented or replaced from time to time, collectively the “Credit Agreement”);

AND WHEREAS the Borrower Representative has advised the Agent that it intends to dispose of its U.S. business by means of an agreement for the sale (the “LTL Share Sale”) by Vitran Express Canada Inc. of 100% of its ownership of the common stock of Vitran Corporation, a Nevada corporation, to Data Processing, LLC, as purchaser (the “Purchaser”);

AND WHEREAS the parties hereto have agreed to amend certain provisions of the Credit Agreement, but, only to the extent and subject to the limitations set forth in this Fifth Amendment to Credit Agreement (hereinafter this “Amendment Agreement”) and without prejudice to the Agent’s and the Secured Parties’ other rights;

NOW THEREFORE for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows:

ARTICLE I – INTERPRETATION

1.1 All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (including, as the case may be, as amended by the terms of this Amendment Agreement).

ARTICLE II – CONSENTS

2.1 Notwithstanding the requirements or restrictions set forth in the Credit Agreement or any other Loan Document, including without limitation, Section 6.5 of the Credit Agreement, the Agent and the Required Lenders hereby consent to the LTL Share Sale, provided that, on the date of completion of the LTL Share Sale, in addition to the conditions set out in Article IV below:

(a) the Agent shall have received a certification from Vitran Express Canada Inc. in writing, pursuant to Section 9.2(c)(ii) of the Credit Agreement, that the sale of its shares in Vitran Corporation to the Purchaser is made in compliance with the terms of the Credit Agreement, as at the Amendment Effective Date;

(b) the Purchaser shall have delivered to the Agent an agreement in form and substance satisfactory to the Agent, providing for the guarantee by the Purchaser of the Obligations;

(c) as continuing collateral security for its obligations under the guarantee referred to in paragraph (b) above, the Purchaser shall have delivered to the Agent an agreement in form and substance satisfactory to the Agent, providing for the pledge of 100% of the Equity Interests owned by it in the capital of Vitran Corporation, and shall deliver to the Agent in connection therewith, its original share certificate(s) of Vitran Corporation, together with stock transfer powers executed in blank; and

(d) the Purchaser shall deliver all opinions, certificates, and other documents as may be reasonably requested by the Agent in connection with the LTL Share Sale, each in form and substance satisfactory to the Agent.

2.2 As of the Amendment Effective Date and after giving effect to the foregoing provisions of this Article II, the security interest in favor of Administrative Agent over the Equity Interests owned by Vitran Express Canada Inc. in the capital of Vitran Corporation shall be released.

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ARTICLE III – AMENDMENTS

3.1 As of the Amendment Effective Date, Section 1.1 of the Credit Agreement is hereby amended as follows:

(a) by deleting the definition of “Borrower Representative” in its entirety and substituting the following therefor:

““Borrower Representative” means (i) in respect of the Canadian Loan Parties, Vitran, and (ii) in respect of the U.S. Loan Parties, Vitran Corporation, in their respective capacities as contractual representatives pursuant to Article XI.”;

(b) by deleting the definition of “Dominion Trigger Period” in its entirety and substituting the following therefor:

““Dominion Trigger Period” means the period following the occurrence and during the continuance of an Event of Default.”;

(c) by deleting the definition of “Maturity Date” in its entirety and substituting the following therefor:

““Maturity Date” means the earlier of (i) January 6, 2014 and (ii) any date on which both (A) the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof and (B) none of the EDC LC Lenders shall have any EDC LC Facility Exposure.”;

(d) by adding the following definition thereto, in proper alphabetical order:

““RBC GIC” means the one-year Guaranteed Investment Certificate (fully redeemable after 30 days without penalty) in the principal amount of $8,000,000 established by Vitran Express Canada Inc. with Royal Bank of Canada on or about October 7, 2013, as such amount may be reduced in accordance with the terms hereof.”; and

(e) by deleting the definition of “Revolving Commitment” in its entirety and substituting the following therefore:

““Revolving Commitment” means, with respect to each Lender, individually and collectively as the context may require, the U.S. Commitment and the Canadian Commitment of such Lender. The Aggregate Revolving Commitments total $14,118,677.”

3.2 As of the Amendment Effective Date, Section 2.6(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“Prior to the Maturity Date, none of the Administrative Agent, the Issuing Bank or the Lenders will take or refrain from taking any action which could reasonably be expected to result in the acceleration or occurrence of the expiration date of any of the Letters of Credit issued pursuant to this Section 2.6 including, without limitation, delivery of a notice of non-renewal of any such Letter of Credit.”

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3.3 As of the Amendment Effective Date, Section 2.6(c) of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:

“(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the Maturity Date; provided that, notwithstanding the foregoing, any Letter of Credit with a one year term that ends later than the Maturity Date, shall be permitted to expire at the end of its current term (with no further rollover, extension, or ‘evergreen’ capability), on the condition that (i) no later than the Maturity Date, the applicable Borrower has deposited in an account with the Administrative Agent, for the benefit of the U.S. Lenders or Canadian Lenders, as applicable, an amount in cash equal to 105% of the LC Exposure under such Letter of Credit, and (ii) the applicable Borrower has provided the Agent with evidence satisfactory to the Agent that no further rollover, extension, or ‘evergreen’ capability is permitted under such Letter of Credit which could provide for the expiry thereof beyond the end of its current term.”

3.4 As of the Amendment Effective Date, Section 2.9 of the Credit Agreement is hereby amended as follows:

(a) paragraph (c) is hereby deleted in its entirety and replaced with the following:

“(c) Any reduction of LC Exposure shall result in a permanent dollar-for-dollar decrease in the Aggregate Revolving Commitments, and any reduction of EDC LC Facility Exposure shall result in a permanent dollar-for-dollar decrease in availability under the EDC LC Facility, which, for greater certainty, is set out in the EDC LC Facility Commitment Schedule.”

(b) paragraphs (e) and (f) are hereby deleted in their entirety and the following is substituted therefor:

“(e) intentionally deleted.

(f) intentionally deleted.”

(c) paragraph (g) of Section 2.9 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(g) Within a reasonable time after the effective date of any reduction or adjustment in Commitments pursuant to this Section 2.9, the Administrative Agent shall, and is hereby authorized and directed to, revise the Revolving Commitment Schedule to reflect such reduction or adjustment and shall distribute such revised Revolving Commitment Schedule to each of the Lenders and the Borrowers, whereupon such revised Revolving Commitment Schedule shall replace the old Revolving Commitment Schedule and become part of this Agreement.”

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3.5 As of the Amendment Effective Date, Section 2.18(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“Notwithstanding anything to the contrary contained in this Section 2.18, during the time period commencing on the date that the Administrative Agent first exercises remedies pursuant to Article VII, and ending on the date that is 120 days thereafter, the Administrative Agent agrees to apply the proceeds of the Collateral of the U.S. Loan Parties prior to any application of the Collateral of the Canadian Loan Parties, including cash collateral, in accordance with the foregoing provisions of this paragraph.”

3.6 As of the Amendment Effective Date, Section 2.24(b) of the Credit Agreement is hereby amended by adding the following sentence at the end thereof:

“Subject to receipt by the Administrative Agent on or before December 10, 2013 of (i) an extension of the EDC Guarantee by thirty days to February 15, 2014 and (ii) an extension of the Letter of Credit issued pursuant to the EDC LC Facility by thirty days to February 15, 2014 (it being understood that the Administrative Agent and the EDC Lenders shall not communicate with the holder of such Letter of Credit prior to December 10, 2013 without the prior approval of the U.S. Borrowers unless the Administrative Agent or an EDC Lender is obligated to communicate with such holder prior to such date), prior to the Maturity Date, none of the Administrative Agent or the EDC Lenders will take or refrain from taking any action which could reasonably be expected to result in the acceleration or occurrence of the expiration date of any of the Letters of Credit issued pursuant to this Section 2.24 including, without limitation, delivery of a notice of non-renewal of any such Letter of Credit.”

3.7 As of the Amendment Effective Date, Section 2.24(c) of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:

“Expiration Date. Each Letter of Credit issued under the EDC LC Facility shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the Maturity Date; provided that any Letter of Credit issued under the EDC LC Facility with a one year term may provide for the automatic renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above).”

3.8 As of the Amendment Effective Date, Section 2.24(i) of the Credit Agreement is amended by deleting the words “If the Revolving Commitments are terminated” at the beginning and substituting therefor the words “Upon the Maturity Date”.

3.9 As of the Amendment Effective Date, Section 4.2 of the Credit Agreement is hereby amended by designating the first paragraph as paragraph (a) and adding a new paragraph to the end thereof, as follows:

“(b) As of the Amendment Effective Date (as such term is defined in the Fifth Amendment to Credit Agreement dated as of October 7, 2013), and notwithstanding any other provision in this Agreement or in any other Loan Documents, the obligations of the Lenders to make any Loans or Revolving Loans (including Canadian Revolving Loans and U.S. Revolving Loans) or any other advances or products under this Agreement, or to issue or renew Letters of Credit (pursuant to Section 2.6 and Section 2.24), other than Banking Services and Protective Advances (made at the discretion of the Administrative Agent) shall no longer be available to the Borrowers or any other Loan Party.”

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3.10 As of the Amendment Effective Date, Section 5.1(g) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(g) as soon as available, but in any event on or before Wednesday of each week, with respect to the most recently ended calendar week, and at such other times as may be requested by the Administrative Agent, as of the period then ended, Borrowing Base Certificates which calculate the U.S. Borrowing Base and the Canadian Borrowing Base, and supporting information in connection therewith, together with any additional reports with respect to the Canadian Borrowing Base and the U.S. Borrowing Base as the Administrative Agent may reasonably request;”

3.11 As of the Amendment Effective Date, a new Section 5.16 is added to the Credit Agreement, as follows:

“5.16 Cash Collateralization of LC Exposure

Immediately upon any of: (i) Aggregate Borrowing Base less Aggregate Revolving Exposure being equal to or less than US$25,000,000, (ii) the value of the RBC GIC plus the sum of (A) cash on deposit at Royal Bank of Canada held in deposit accounts nos. 115-334-5 and 401-146-6 minus (B) aggregate debits in all other deposit accounts of Loan Parties at Royal Bank of Canada being equal to or less than (x) US$12,000,000 minus (y) the aggregate reduction of the RBC GIC permitted under Section 6.5 hereof, or (iii) the occurrence of an Event of Default, the RBC GIC and all amounts with respect thereto shall be transferred to and held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations”

3.12 As of the Amendment Effective Date, Section 6.5 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof:

“Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, no Loan Party shall redeem or cancel the RBC GIC (without the consent of the Administrative Agent), provided that the RBC GIC may be redeemed or reduced, in whole or in part, as long as the minimum amount held at any time in the RBC GIC is the lesser of (i) US$8,000,000 and (y) 105% of the aggregate amount of LC Exposure and EDC LC Facility Exposure, as of any date of determination.”

3.13 As of the Amendment Effective Date, a new Section 9.20 is hereby added to the Credit Agreement as follows:

“9.20 Enforcement of Liens

Liens existing on the Collateral in favour of the Administrative Agent, for the benefit of the Lender Parties, are enforceable from time to time against any or all of the Loan Parties as often as occasion therefor may arise and without requirement on the part of the Administrative Agent, any of the other Lender Parties, or any of their successors or assigns, to first (i) make any demand upon, or pursue or exhaust any of its rights or

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remedies against, any Loan Party, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, except as expressly provided in Section 2.18(b), or (iii) effect a public sale of any Collateral.”

3.14 As of the Amendment Effective Date, the following is added at the end of Section 10.5:

“; provided that if any of the Canadian Loan Parties is entitled to assert any of the rights contemplated in this Section 10.5 against any of the U.S. Loan Parties in accordance with the terms hereof, the Administrative Agent shall assign to any such Canadian Loan Parties, without recourse or representation and warranty, the U.S. Security Agreement and any other security granted to the Administrative Agent by any of the U.S. Loan Parties”.

3.15 As of the Amendment Effective Date, Section 11.1 of the Credit Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following:

“Vitran, an Ontario corporation, is hereby appointed by each of the Canadian Loan Parties as its contractual representative, and Vitran Corporation, a Nevada corporation, is hereby appointed by each of the U.S. Loan Parties as its contractual representative (each herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Loan Parties irrevocably authorizes the applicable Borrower Representative to act as the contractual representative of such Loan Party, with the rights and duties expressly set forth herein and in the other Loan Documents.”

3.16 As of the Amendment Effective Date, the Revolving Commitment Schedule to the Credit Agreement is hereby deleted and replaced, in its entirety, by the Revolving Commitment Schedule attached hereto as Schedule “A”.

3.17 As of the Amendment Effective Date, the Schedules attached hereto as Schedule “B” shall replace the corresponding Schedules currently forming part of the Credit Agreement.

ARTICLE IV – CONDITIONS TO EFFECTIVENESS

4.1 This Amendment Agreement shall become effective upon satisfaction of the following conditions precedent (the date of satisfaction of all such conditions being referred to herein as the “Amendment Effective Date”):

(a) the Borrowers, each other Loan Party and all of the Lenders delivering to the Agent eight (8) originally executed copies of this Amendment Agreement;

(b) the Agent shall be satisfied with its review of the information provided by the Purchaser, including supporting documentation and other evidence, as may be reasonably requested by any Lender Party or any Agent, in order to ensure compliance with any applicable internal “know your client” requirements and AML Legislation, whether now or hereafter in existence;

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(c) Vitran Express Canada Inc. shall establish with Royal Bank of Canada a one-year Guaranteed Investment Certificate (fully redeemable after 30 days without penalty) in the principal amount of US$8,000,000;

(d) Vitran Express Canada Inc. shall enter into an amendment and restatement of the blocked accounts agreement made as of November 30, 2011 (as amended on March 4, 2013) with the Agent and Royal Bank of Canada, in form and substance satisfactory to the Agent;

(e) receipt by the Agent from the Canadian Borrowers of the following amendment fees, representing ten basis points (0.10%) of the Aggregate Revolving Commitments divided on a pro rata basis among the Lenders, which fees are paid in consideration for the amendments provided herein and shall be fully earned, due and payable on the date hereof:

(i) to JPMorgan Chase Bank, N.A. an amendment fee of US$5,647.47;

(ii) to Royal Bank of Canada an amendment fee of US$4,941.54;

(iii) to Fifth Third Bank an amendment fee of US$2,117.80; and

(iv) to Export Development Canada an amendment fee of US$1,411.87;

(f) receipt by the Agent (i) from Vitran Express Canada Inc. of a Borrowing Base Certificate which calculates the Canadian Borrowing Base, supporting information in connection therewith, and any additional reports with respect thereto as the Agent may reasonably request, and (ii) from Vitran Corporation of a Borrowing Base Certificate which calculates the U.S. Borrowing Base, supporting information in connection therewith, and any additional reports with respect thereto as the Agent may reasonably request, each in respect of the August 2013 calendar month;

(g) Vitran Express Canada Inc. has provided the Agent with a copy of the agreements evidencing the LTL Share Sale, and the Agent is satisfied with the terms and conditions thereof, in its Permitted Discretion; and

(h) receipt by the Agent from the Canadian Borrowers of all fees and expenses of the Agent and the Lenders not already listed in this Article IV, including all outstanding legal fees and disbursements of Norton Rose Fulbright Canada LLP and Goldberg Kohn Ltd.

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ARTICLE V – REPRESENTATIONS AND WARRANTIES

5.1 Each Borrower and each other Loan Party, as to itself, warrants and represents to the Agent and the Secured Parties that the following statements are true, correct and complete:

(a) Authorization, Validity, and Enforceability of this Amendment Agreement. Each Loan Party has the corporate power and authority to execute and deliver this Amendment Agreement and to perform the Credit Agreement. Each Loan Party has taken all necessary corporate action (including, without limitation, obtaining approval of its shareholders if necessary) to authorize its execution and delivery of this Amendment Agreement and the performance of the Credit Agreement. This Amendment Agreement has been duly executed and delivered by each Loan Party and this Amendment Agreement and the Credit Agreement constitute the legal, valid and binding obligations of each Loan Party, enforceable against each of them in accordance with their respective terms without defence, compensation, setoff or counterclaim. Each Loan Party’s execution and delivery of this Amendment Agreement and the performance by each Loan Party of the Credit Agreement do not and will not conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any Lien upon the property of any Loan Party by reason of the terms of (a) any contract, mortgage, hypothec, Lien, lease, agreement, indenture, or instrument to which any Loan Party is a party or which is binding on any of them, (b) any requirement of law applicable to any Loan Party, or (c) the certificate or articles of incorporation or amalgamation or association or bylaws or memorandum of association or articles of association of any Loan Party.

(b) Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any governmental authority or other person is necessary or required in connection with the execution, delivery or performance by, or enforcement against any Loan Party of this Amendment Agreement or the Credit Agreement except for such as have been obtained or made and filings required in order to perfect and render enforceable the Agent’s Liens.

(c) Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties contained in the Credit Agreement and the other Loan Documents are and will be true, correct and complete in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date (other than in respect of any information contained in the Schedules attached to this Amendment Agreement), in which case they were true, correct and complete in all material respects on and as of such earlier date.

(d) Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment Agreement that would constitute a Default or an Event of Default.

(e) Security. All security delivered to or for the benefit of the Agent on behalf of the Secured Parties pursuant to the Credit Agreement and the other Loan Documents remain in full force and effect and secure all obligations of the Borrowers and the other Loan Parties purported to being secured thereby, including, under the Credit Agreement and the other Loan Documents.

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ARTICLE VI – MISCELLANEOUS

6.1 Each Borrower (i) reaffirms its Obligations under the Credit Agreement and the other Loan Documents to which it is a party, and (ii) agrees that the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect, except as amended hereby, and are hereby ratified and confirmed. The other Loan Parties (i) consent to and approve the execution and delivery of this Amendment Agreement by the parties hereto, (ii) agree that this Amendment Agreement does not and shall not limit or diminish in any manner the obligations of the Loan Parties under the Canadian Guarantee and any other guarantees (collectively, the “Guarantees”) and that such obligations would not be limited or diminished in any manner even if such Loan Parties had not executed this Amendment Agreement, (iii) agree that this Amendment Agreement shall not be construed as requiring the consent of such Loan Parties in any other circumstance, (iv) reaffirm each of their obligations under the Guarantees and the other Loan Documents to which they are a party, and (v) agree that the Guarantees and the other Loan Documents to which they are a party remain in full force and effect and are hereby ratified and confirmed.

6.2 Nothing contained in this Amendment Agreement or any other communication between the Agent and/or the Secured Parties and the Borrowers (or any other Loan Party) shall be a waiver of any other present or future violation, Default or Event of Default under the Credit Agreement or any other Loan Document (collectively, “Violations”). Similarly, nothing contained in this Amendment Agreement shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Agent’s or the Secured Parties’ right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any other Loan Document with respect to any Violations (including, without limiting the generality of the foregoing, in respect of the non-conformity to any representation, warranty or covenant contained in any Loan Document), (ii) except as specifically provided in Article II hereof, amend or alter any provision of the Credit Agreement or any other Loan Document or any other contract or instrument, or (iii) constitute any course of dealing or other basis for altering any obligation of the Borrowers or any other Loan Party under the Loan Documents or any right, privilege or remedy of the Agent or the Secured Parties under the Credit Agreement or any other Loan Document or any other contract or instrument with respect to Violations. Nothing in this Amendment Agreement shall be construed to be a consent by the Agent or the other Secured Parties to any Violations.

6.3 Save as expressly set forth in this Amendment Agreement, (i) no additional waiver, consent or amendment in respect of any other term, condition, covenant, agreement or any other aspect of the Credit Agreement is intended or implied, and (ii) all other terms and conditions of the Credit Agreement remain in full force and effect. All other Loan Documents remain in full force and effect.

6.4 In consideration of the agreements of the Agent and the Lenders contained and/or described herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Borrowers and each

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Guarantor, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent and the Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (the Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all known (on the date hereof) demands, actions, causes of action, suits, controversies, damages and other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, both at law and in equity, that the Borrowers or any such Loan Party or any of their successors, assigns, or other legal representatives may now own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Amendment Effective Date for or on account of, or in relation to, or in any way in connection with this Amendment Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

Each of the Borrowers and each Guarantor acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

6.5 All costs incurred by the Agent in preparing this Amendment Agreement (including all external legal fees incurred by the Agent) shall be on the account of the Borrowers, and shall form part of the Secured Obligations.

6.6 This Amendment Agreement shall be interpreted and the rights and liabilities of the parties hereto shall be determined in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

6.7 This Amendment Agreement may be executed in original, facsimile and/or other electronic means counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[the following pages are the signature pages]

11

The parties have executed this Amendment Agreement as of the date first above written.

JPMORGAN CHASE BANK, N.A., as Administrative Agent
By:	/S/ RANDY ABRAMS
	Name: Randy Abrams
	Title:   Authorized Officer
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agent
By:	/S/ AUGGIE MARCHETTI
	Name: Auggie Marchetti
	Title:   Authorized Officer
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender
By:	/s/ AUGGIE MARCHETTI
	Name: Auggie Marchetti
	Title:   Authorized Officer
JPMORGAN CHASE BANK, N.A., as a U.S. Lender
By:	/s/ RANDY ABRAMS
	Name: Randy Abrams
	Title:   Authorized Officer

Fifth Amendment to Credit Agreement

S - 1

ROYAL BANK OF CANADA, as a Canadian Lender and as a U.S. Lender
By:	/S/ ROBERT S. KIZELL
	Name: Robert S. Kizell
	Title: Attorney-in-fact
By:
	Name:
	Title:
FIFTH THIRD BANK, as a Canadian Lender and as a U.S. Lender
By:
	Name:
	Title:
By:	/S/ MAURO SPAGNOLO
	Name: Mauro Spagnolo
	Title: Principal Officer
EXPORT DEVELOPMENT CANADA, as a Canadian Lender and as a U.S. Lender
By:	/S/ ANDREW BAECHLER
	Name: Andrew Baechler
	Title: CFA, Loan Portfolio Manager
By:	/S/ SEAN BORUTSKIE
	Name: Sean Borutskie
	Title: Asset Manager

Fifth Amendment to Credit Agreement

S - 2

VITRAN CORPORATION INC., as a Canadian Borrower and as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:
VITRAN EXPRESS CANADA INC., as a Canadian Borrower and as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:
VITRAN CORPORATION, as a U.S. Borrower and as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:
VITRAN EXPRESS, INC., as a U.S. Borrower and as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:

Fifth Amendment to Credit Agreement

S - 3

SHORTHAUL TRANSPORT CORPORATION, as a U.S. Borrower and as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:
EXPEDITEUR T.W. LTEE, as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:
DONEY HOLDINGS INC., as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:
ROUT-WAY EXPRESS LINES LTD./LES SERVICES ROUTIERS EXPRESS ROUT LTEE, as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:

Fifth Amendment to Credit Agreement

S - 4

SOUTHERN EXPRESS LINES OF ONTARIO LIMITED, as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:
VITRAN ENVIRONMENTAL SYSTEMS INC., as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim President
By:
	Name:
	Title:
VITRAN PROPERTIES USA, INC., as a Guarantor
By:	/S/ WILLIAM S. DELUCE
	Name: William S. Deluce
	Title: Interim Chief Executive Officer
By:
	Name:
	Title:

Fifth Amendment to Credit Agreement

S - 5

SCHEDULE A

REVOLVING COMMITMENT SCHEDULE

Lender	Canadian Commitment		U.S. Commitment*		Revolving Commitment*		Applicable Percentage of Aggregate Revolving Commitments
JPMorgan Chase Bank, N.A., Toronto Branch1	$	0	$	5,647,470.80	$	5,647,470.80		40	%
Royal Bank of Canada2	$	0	$	4,941,536.95	$	4,941,536.95		35	%
Fifth Third Bank3	$	0	$	2,117,801.55	$	2,117,801.55		15	%
Export Development Canada4	$	0	$	1,411,867.70	$	1,411,867.70		10	%
Total	$	0	$	14,118,677	$	14,118,677		100.00	%

The U.S. Commitment and Canadian Commitment are subfacilities of the Revolving Commitment and are not in addition to the Revolving Commitment

* The U.S. Commitment and the Revolving Commitment for a Lender on any date of determination shall equal the lesser of (x) the amount set forth in this Revolving Commitment Schedule, and (y) such Lender’s Applicable Percentage of U.S. LC Exposure on such date.

¹  U.S. Loans will be funded through JPMorgan Chase Bank, N.A.

²  U.S. Loans will be funded through Royal Bank of Canada.

³  U.S. Loans will be funded through Fifth Third Bank.

⁴  U.S. Loans will be funded through Export Development Canada.

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On October 7, 2013, Vitran Corporation Inc. (the “Company” or “Vitran”) completed the sale of its U.S. LTL business to Data Processing, LLC (the “Buyer”). In order to complete the transaction, the Company capitalized the U.S. LTL business with the net amount of $3.0 million, after deducting the $2.0 million purchase price received by the Company from the Buyer. In addition, the Buyer funded a cash deficit of approximately $1.4 million in the U.S. LTL business between September 23, 2013 and closing. The following unaudited pro forma consolidated balance sheet and statements of income (loss) are derived from the historical consolidated financial statements of the Company. The pro forma consolidated balance sheet of the Company as of June 30, 2013 gives effect to the disposition as if it had occurred on that date. The pro forma consolidated statements of income (loss) of the Company for the six months ended June 30, 2013 and the fiscal years ended December 31, 2012, 2011 and 2010 assume the sale had been completed as of January 1, 2010. The unaudited pro forma consolidated balance sheet and statements of income (loss) should be read in conjunction with the notes thereto, and the historical consolidated financial statements, including the notes thereto, of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2012.

The preparation of the unaudited pro forma consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. The principles require the use of estimates that affect the reported amounts of revenues and expenses. Actual results could differ from those estimates.

The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to present what the actual results of income (loss) would have been had the transaction occurred on the respective dates assumed, nor is it necessarily indicative of the Company’s future operating results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable.

VITRAN CORPORATION INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

June 30, 2013

(Unaudited)

(In thousands of United States dollars)

	As Reported		U.S. LTL (1)			Pro Forma Adjustments (2)			Pro Forma (8)
Assets
Current assets:
Cash and cash equivalents	$	41,235	$	—		$	(3,000	)	$	38,235
Accounts receivable		73,343		(52,665	)		—			20,678
Inventory, deposits and prepaid expenses		9,485		(6,772	)		—			2,713
Income taxes recoverable		476		(211	)		—			265
Deferred income taxes		87		—			—			87
Total current assets		124,626		(59,648	)		(3,000	)		61,978
Property and equipment		123,716		(74,257	)		—			49,459
Intangible assets		1,841		(1,841	)		—			—
Goodwill		5,278		—			—			5,278
Total assets	$	255,461	$	(135,746	)	$	(3,000	)	$	116,715
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	70,840	$	(45,433	)	$	2,500		$	27,907
Current portion of long-term debt		3,828		(2,538	)		—			1,290
Total current liabilities		74,668		(47,971	)		2,500			29,197
Long-term debt		79,155		(32,072	)		—			47,083
Deferred income taxes		997		—			—			997
Shareholders’ equity		100,641		(55,703	)		(5,500	)		39,438
Total liabilities and shareholders’ equity	$	255,461	$	(135,746	)	$	(3,000	)	$	116,715

See accompanying notes to pro forma consolidated financial information

VITRAN CORPORATION INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)

For the Six Months Ended June 30, 2013

(Unaudited)

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

	As Reported			U.S. LTL (3)			Pro Forma (8)
Revenue	$	326,552		$	(229,889	)	$	96,663
Operating expenses:
Salaries, wages and other employee benefits (4)		148,750			(133,941	)		14,809
Purchased transportation		50,944			(17,303	)		33,641
Depreciation and amortization		7,597			(5,994	)		1,603
Maintenance		16,189			(12,009	)		4,180
Rents and leases		17,515			(16,201	)		1,314
Owner operators		24,974			—			24,974
Fuel and fuel-related expenses		61,443			(50,593	)		10,850
Other operating expenses		31,439			(26,231	)		5,208
Other income		(963	)		779			(184	)
Total operating expenses		357,888			(261,493	)		96,395
Income (loss) from continuing operations before the undernoted		(31,336	)		31,604			268
Interest expense, net (5,7)		(3,278	)		1,397			(1,881	)
Loss from continuing operations before income taxes		(34,614	)		33,001			(1,613	)
Income tax recovery		(12	)		(71	)		(83	)
Net loss from continuing operations	$	(34,602	)	$	33,072		$	(1,530	)
Loss per share:
Basic and Diluted:
Loss from continuing operations	$	(2.11	)				$	(0.09	)
Weighted average number of shares:
Basic		16,417,108						16,417,108
Diluted		16,417,108						16,417,108

See accompanying notes to pro forma consolidated financial information

VITRAN CORPORATION INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)

For the Year Ended December 31, 2012

(Unaudited)

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

	As Reported			U.S. LTL (3)			Pro Forma (8)
Revenue	$	702,914		$	(508,971	)	$	193,943
Operating expenses:
Salaries, wages and other employee benefits		305,033			(280,060	)		24,973
Purchased transportation		104,447			(34,031	)		70,416
Depreciation and amortization		15,435			(12,280	)		3,155
Maintenance		34,201			(24,037	)		10,164
Rents and leases		33,823			(31,035	)		2,788
Owner operators		48,345			—			48,345
Fuel and fuel related expenses		135,365			(113,409	)		21,956
Other operating expenses		64,352			(56,308	)		8,044
Other income		(235	)		192			(43	)
Total operating expenses		740,766			(550,968	)		189,798
Income (loss) from continuing operations before the undernoted		(37,852	)		41,997			4,145
Interest expense, net (7)		(5,417	)		2,293			(3,124	)
Income (loss) from continuing operations before income taxes		(43,269	)		44,290			1,021
Income tax expense (recovery)		(643	)		1,883			1,240
Net loss from continuing operations	$	(42,626	)	$	42,407		$	(219	)
Loss per share:
Basic and Diluted:
Loss from continuing operations	$	(2.60	)				$	(0.01	)
Weighted average number of shares:
Basic		16,391,252						16,391,252
Diluted		16,391,252						16,391,252

See accompanying notes to pro forma consolidated financial information

VITRAN CORPORATION INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)

For the Year Ended December 31, 2011

(Unaudited)

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

	As Reported			U.S. LTL (3)			Pro Forma (8)
Revenue	$	686,242		$	(493,927	)	$	192,315
Operating expenses:
Salaries, wages and other employee benefits		283,363			(258,666	)		24,697
Purchased transportation		109,133			(39,283	)		69,850
Depreciation and amortization		14,969			(11,772	)		3,197
Maintenance		32,217			(21,260	)		10,957
Rents and leases		26,321			(23,658	)		2,663
Owner operators		46,905			—			46,905
Fuel and fuel related expenses		130,294			(109,933	)		20,361
Other operating expenses		55,679			(47,281	)		8,398
Other loss (income)		1,945			(2,006	)		(61	)
Total operating expenses		700,826			(513,859	)		186,967
Income (loss) from continuing operations before the undernoted		(14,584	)		19,932			5,348
Interest expense, net (6,7)		(6,808	)		1,310			(5,498	)
Loss from continuing operations before income taxes		(21,392	)		21,242			(150	)
Income tax expense (recovery)		(612	)		1,780			1,168
Net loss from continuing operations	$	(20,780	)	$	19,462		$	(1,318	)
Loss per share:
Basic and Diluted:
Loss from continuing operations	$	(1.27	)				$	(0.08	)
Weighted average number of shares:
Basic		16,326,760						16,326,760
Diluted		16,326,760						16,326,760

See accompanying notes to pro forma consolidated financial information

VITRAN CORPORATION INC.

PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)

For the Year Ended December 31, 2010

(Unaudited)

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

	As Reported			U.S. LTL (3)			Pro Forma (8)
Revenue	$	581,594		$	(408,724	)	$	172,870
Operating expenses:
Salaries, wages and other employee benefits		241,200			(218,616	)		22,584
Purchased transportation		99,222			(34,259	)		64,963
Depreciation and amortization		16,748			(13,605	)		3,143
Maintenance		25,603			(15,736	)		9,867
Rents and leases		18,104			(15,881	)		2,223
Owner operators		42,889			—			42,889
Fuel and fuel related expenses		87,105			(63,269	)		23,836
Other operating expenses		50,916			(51,892	)		(976	)
Other loss (income)		(141	)		162			21
Total operating expenses		581,646			(413,096	)		168,550
Income (loss) from continuing operations before the undernoted		(52	)		4,372			4,320
Interest expense, net (7)		(7,325	)		1,227			(6,098	)
Loss from continuing operations before income taxes		(7,377	)		5,599			(1,778	)
Income tax expense (recovery)		34,985			(36,122	)		(1,137	)
Net loss from continuing operations	$	(42,362	)	$	41,721		$	(641	)
Loss per share:
Basic and Diluted:
Loss from continuing operations	$	(2.60	)				$	(0.04	)
Weighted average number of shares:
Basic		16,277,522						16,277,522
Diluted		16,277,522						16,277,522

See accompanying notes to pro forma consolidated financial information

VITRAN CORPORATION INC.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

(1) Adjustments to eliminate the U.S. LTL business assets and liabilities from the Company’s historical net assets as a result of the disposition of that business. Intercompany balances are excluded.

(2) Adjustments to reflect the other effects of the disposition, including: (i) the net capitalization of the U.S. LTL business of $3.0 million, after deducting the $2.0 million purchase price received by the Company at closing, and (ii) estimated transaction costs. The estimated loss on the sale of the U.S. LTL business assuming the disposition had closed on June 30, 2013 is approximately $61.2 million and is included in shareholders’ equity on the pro forma consolidated balance sheet. In addition, approximately $20.6 million in non-cash foreign currency translation losses will be reclassified from accumulated other comprehensive income to net earnings which would have no effect on total shareholders’ equity. The actual loss will be determined as of October 7, 2013, the closing date, and could be materially different from this estimate.

(3) Adjustments to eliminate the U.S. LTL business revenue and direct expenses from the Company’s historical financial results as a result of the disposition.

(4) Pro forma Salaries, wages and other employee benefits for the six months ended June 30, 2013 includes $1.8 million in severance to the previous President and Chief Executive Officer of Vitran.

(5) Pro forma Interest expense for the six months ended June 30, 2013 includes $0.4 million write-off of deferred financing fees.

(6) Pro forma Interest expense for the year ended December 31, 2011 includes $1.0 million write-off of deferred financing fees.

(7) Pro forma Interest expense for the six months ended June 30, 2013 and the years ended December 31, 2012, 2011 and 2010 includes interest on the Company’s senior revolving credit facility that was not directly attributable to any of the Company’s business units.

(8) The pro forma consolidated balance sheet and pro forma consolidated statements of income (loss) are comprised of the consolidated net assets and results of operations of Company’s Canadian LTL business and Corporate and Other.