AMENDMENT NO. 6 TO CREDIT AGREEMENT

1.40 to 1, and (iv) for each Fiscal Quarter thereafter at greater than or equal to 1.50 to 1.

(f)

Section 11.1(jj) of the Credit Agreement is hereby deleted in its entirety and replaced with the following paragraph:

“(jj)

Minimum Rolling Twelve Month EBITDA. Vitran shall maintain Rolling EBITDA (i) for the Fiscal Quarters ending September 30, 2009 and December 31, 2009 at greater than or equal to $14,000,000, (ii) for the Fiscal Quarters ending March 31, 2010 and June 30, 2010 at greater than or equal to $15,000,000, (iii) for the Fiscal Quarter ending September 30, 2010 at greater than or equal to $20,000,000, and (iv) for the Fiscal Quarter ending December 31, 2010 at greater than or equal to $24,000,000.”

	(g)		Section 11.2(d) of the Credit Agreement is hereby amended by (i) replacing the date “December 31, 2009” with the date “December 31, 2010” on the third line thereof and (ii) replacing the date “January 1, 2010” with the date “January 1, 2011” on the eighth line thereof.
	(h)		Section 11.2(f) of the Credit Agreement is hereby amended by (i) replacing the date “December 31, 2009” with the date “December 31, 2010” on the second line thereof and (ii) replacing the date “January 1, 2010” with the date “January 1, 2011” on the thirteenth line thereof.
	(i)		Section 11.2(g) of the Credit Agreement is hereby amended by replacing the date “December 31, 2009” with the date “December 31, 2010” on the second line of each of subparagraphs (vii) and (viii).
	(j)		Section 11.2(p) of the Credit Agreement is hereby amended by replacing the date “December 31, 2009” with the date “December 31, 2010” in the last sentence of such Section.
	(k)		Section 11.2(s) of the Credit Agreement is hereby deleted in its entirety and replaced with the following paragraph:

“(s)

Restriction on Capital Expenditures. Until January 1, 2011, the Borrowers shall not, and shall not suffer or permit any of the Subsidiaries to, make or commit to make any Capital Expenditures in any Fiscal Year in an aggregate amount in excess of $10,000,000, provided that the amount of any unutilized permitted Capital Expenditures in the 2009 Fiscal Year may be carried forward and utilized during the 2010 Fiscal Year.”

	(r)		Schedule A to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule A attached hereto.
	(s)		Schedule C to the Credit Agreement is hereby deleted in its entirety and replaced with Schedule C attached hereto.

2.2 Confirmation.

          Each of the Borrowers confirms and agrees with the Agent and the Lenders that its right to request an increase in the Revolving Facility Available Amount pursuant to Section 2.6 of the Credit Agreement is hereby suspended until December 31, 2010.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties.

          Each of the Borrowers and the Guarantors hereby represents and warrants to the Agent and each Lender as follows (which representations and warranties shall survive the execution and delivery of this Agreement, acknowledging that the Agent and the Lenders are relying thereon without independent inquiry in entering into this Agreement):

	(a)		Status and Power. Each Company is a corporation duly incorporated or amalgamated and organized and validly existing under the laws of its jurisdiction of incorporation or amalgamation. Each Company is duly qualified, registered or licensed in all jurisdictions where such qualification, registration or licensing is required for such Company to carry on its business, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Company has all requisite capacity, power and authority to own, hold under licence or lease its properties, to carry on its business and to otherwise enter into, and carry out the transactions contemplated by, the Loan Documents to which it is a party. None of the Obligors is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
	(b)		Authorization and Enforcement of Loan Documents. All necessary action, corporate or otherwise, has been taken to authorize the execution, delivery and performance by each Obligor of this Agreement. Each Obligor has duly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of each Obligor, enforceable against each Obligor by the Agent and the Lenders in accordance with its terms, except to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and (ii) the fact that the courts may deny the granting or enforcement of equitable rights.
	(c)		Compliance with Other Instruments. The execution, delivery and performance by each Obligor of this Agreement, and the consummation of the transactions contemplated herein, do not and will not conflict with, result in any breach or violation of, or constitute a default under the terms, conditions or provisions of the articles of incorporation (or amalgamation, as applicable) or by-laws of the Obligors, any Applicable Law or any agreement, lease, licence, permit or other instrument to which any Obligor is a party or is otherwise bound or by which any Obligor benefits or to which its property is subject and do not require the consent or approval of any Official Body or any other Person except as has been obtained. Each Obligor has complied with all Applicable Law in respect of this Agreement and the transactions contemplated herein.
	(d)		Compliance with Laws. None of the Companies are in violation of any agreement, employee benefit plan, pension plan, mortgage, franchise, licence, judgment, decree, order, statute, rule or regulation relating in any way to itself, to the operation of its

		business or to its property or assets and which could reasonably be expected to have a Material Adverse Effect.
(e)		Default. No Default or Event of Default under the Credit Agreement has occurred or is continuing.

ARTICLE IV
CONDITIONS PRECEDENT

4.1 Conditions Precedent.

          This Agreement shall not become effective until the Agent and the Lenders shall have received the following all in form and substance satisfactory to the Agent and the Majority Lenders (the date on which such conditions precedent are satisfied is hereinafter referred to as the “Amendment Effective Date”):

	(a)		this Agreement shall have been duly executed and delivered to the Agent and each of the Lenders on behalf of the Borrowers and the Guarantors;
	(b)		Vitran shall have completed the 2009 Equity Issue on or before September 30, 2009 in an amount equal to or greater than US$20,000,000;
	(c)		the Agent shall have received payment of all fees required by them in connection with this Agreement and the fee letter dated as of the date hereof between the Borrowers and the Agent;
	(d)		the Lenders party to this Agreement shall have received payment of an upfront fee in an amount equal to 25.0 bps of each such Lender’s Individual Commitment;
	(e)		a duly certified resolution of the board of directors of each Borrower authorizing it to execute, deliver and perform its obligations under this Agreement;
	(f)		a certificate of a senior officer of each Borrower setting forth specimen signatures of the individuals authorized to sign on their respective behalf;
	(g)		a certificate of status or good standing for each Borrower issued by the appropriate governmental body or agency of the jurisdiction in which such Borrower is incorporated or formed;
	(h)		a certificate of a senior officer of each Borrower certifying that, inter alia, no Default or Event of Default has occurred and is continuing or would occur or continue immediately after this Agreement becoming effective;
	(i)		opinions of Borrowers’ legal counsel with respect to, inter alia, each Borrower, the enforceability of this Agreement and as to such other matters as the Agent may reasonably request, and otherwise in form and substance satisfactory to the Agent; and
	(j)		the Agent shall have received all such other certificates, documents, opinions, and information that it reasonably requests.

ARTICLE V
CONSENT AND CONFIRMATION

5.1 Guarantors Consent

          Each of the Guarantors hereby consents to the amendments to the Credit Agreement provided for in this Agreement and hereby confirms that its respective Guarantee remains in full force and effect with respect to the Secured Obligations under the Credit Agreement as amended by this Agreement.

ARTICLE VI
MISCELLANEOUS

6.1 Further Assurances.

          Each of the parties hereto agrees to execute and deliver or cause to be executed and delivered all such instruments and to take all such action as the other party may reasonably request, and at the expense of such other party in order to more fully effectuate and accomplish the intent and purposes of and to carry out the terms of this Agreement.

6.2 Governing Law.

          This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

6.3 Consent to Jurisdiction.

          Each of the Borrowers and the Guarantors hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Province of Ontario in respect of any action, suit or proceeding arising out of or relating to this Agreement and hereby irrevocably agrees that all claims in respect of any such action, suit or proceeding may be heard and determined in any such Ontario court. Each of the Borrowers and the Guarantors hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the Borrowers and the Guarantors agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in another jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Section 6.3 shall affect the right of the Agent (on behalf of the Lenders) to bring any suit, action or proceeding against the Borrowers and the Guarantors (or any one or more of them) or their respective assets in the courts of any other jurisdiction.

6.4 Time of the Essence.

          Time shall be of the essence in this Agreement in all respects.

6.5 Counterparts.

          This Agreement may be executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Counterparts may be executed and delivered in original, facsimile or portable document format (pdf) form to the other parties hereto and the parties hereto agree to accept any such executed counterparts as original signed versions of this Agreement.

          IN WITNESS WHEREOF the parties have executed this Agreement on the date first set out above.

VITRAN CORPORATION INC.				VITRAN EXPRESS CANADA INC.
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: President and Chief Executive Officer				Title: Chief Executive Officer
VITRAN CORPORATION				JPMORGAN CHASE BANK, N.A., as Agent
By:		/s/ Richard E. Gaetz		By:		/s/ Jeffrey Coleman
		Name: Richard E. Gaetz				Name: Jeffrey Coleman
		Title: Chief Executive Officer				Title: Vice President
JPMORGAN CHASE BANK, N.A., Toronto Branch, as Canadian Lender				JPMORGAN CHASE BANK, N.A. as U.S. Lender
By:		/s/ Jeffrey Coleman		By:		/s/ Jeffrey Coleman
		Name: Jeffrey Coleman				Name: Jeffrey Coleman
		Title: Vice President				Title: Vice President
FIFTH THIRD BANK, as U.S. Lender				FIFTH THIRD BANK, Canadian Branch, as Canadian Lender
By:		/s/ William J. Krummen		By:		/s/ Steve Pepper
		Name: William J. Krummen				Name: Steve Pepper
		Title: Vice President				Title: Vice President
WELLS FARGO BANK, N.A. as U.S. Lender				WELLS FARGO FINANCIAL CORPORATION CANADA, as Canadian Lender
By:		/s/ Carroll W. Steger		By:		/s/ Paul D. Yang
		Name: Carroll W. Steger				Name: Paul D. Yang
		Title: Vice President				Title: Vice President

NATIONAL CITY BANK, as U.S. Lender				NATIONAL CITY BANK, Canada Branch, as Canadian Lender
By:		/s/ Brian V. Ciaverella		By:		/s/ Caroline Stade
		Name: Brian V. Ciaverella				Name: Caroline Stade
		Title: EVP				Title: SVP
				By:		/s/ Bill Hines
						Name: Bill Hines
						Title: SVP
BANK OF MONTREAL Chicago Branch as U.S. Lender				BANK OF MONTREAL, as Canadian Lender
By:		/s/ Joseph W. Linder		By:		/s/ Sean P. Gallaway
		Name: Joseph W. Linder				Name: Sean P. Gallaway
		Title: Vice President				Title: Vice President
BANK OF AMERICA, N.A. as U.S. Lender				BANK OF AMERICA, N.A. Canada Branch, as Canadian Lender
By:		/s/ Michael K. Makaitis		By:		/s/ Medina Sales de Andrade
		Name: Michael K. Makaitis				Name: Medina Sales de Andrade
		Title: Vice President				Title: Vice President
NATIONAL BANK OF CANADA, New York Branch, as U.S. Lender				NATIONAL BANK OF CANADA, as Canadian Lender
By:		/s/ Peter Fiorillo		By:		/s/ Sonia de Lorenzi
		Name: Peter Fiorillo				Name: Sonia de Lorenzi
		Title: Assistant Vice President            Loan Administration				Title: Manager
By:		/s/ Monique Baillergeau		By:		/s/ Gary Flowers
		Name: Monique Baillergeau				Name: Gary Flowers
		Title: Administration Operation & Control				Title: Authorized Signatory
LAURENTIAN BANK OF CANADA, as Canadian Lender
By:		/s/ Raj Butani
		Name: Raj Butani
		Title: Senior Manager, Commercial Banking
By:		/s/ Nancy Martinello
		Name: Nancy Martinello
		Title: Senior Manager, Commercial Banking

VITRAN LOGISTICS LIMITED				EXPÉDITEUR T.W. LTÉE
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory
1124708 ONTARIO INC.				1124709 ONTARIO INC.
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory
CAN-AM LOGISTICS INC.				1098304 ONTARIO INC.
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory
ROUT-WAY EXPRESS LINES LTD./LES SERVICES ROUTIERS EXPRESS ROUT LTÉE				DONEY HOLDINGS INC.
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory
VITRAN ENVIRONMENTAL SYSTEMS INC.				SOUTHERN EXPRESS LINE OF ONTARIO LIMITED
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory
0772703 B.C. LTD.				1277050 ALBERTA INC.
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory

VITRAN EXPRESS, INC.				VITRAN EXPRESS WEST INC.
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory
KANSAS MOTOR FREIGHT CORP.				R.A. CHRISTOPHER, INC.
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory
VITRAN LOGISTICS, INC.				FRONTIER TRANSPORT CORPORATION
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory
PJAX, INC.				VITRAN LOGISTICS CORP.
By:		/s/ Richard E. Gaetz		By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz				Name: Richard E. Gaetz
		Title: Authorized Signatory				Title: Authorized Signatory
LAS VEGAS/L.A. EXPRESS, INC.
By:		/s/ Richard E. Gaetz
		Name: Richard E. Gaetz
		Title: Authorized Signatory

SCHEDULE A

PRICING GRID

APPLICABLE MARGIN

				Acceptance Fee				Prime Rate Loan
				LIBOR Loan				Base Rate Canada
				Letters of Credit				Loan
		Debt to		(other than EDC				Base Rate New York								EDC
Pricing		EBITDA		Guaranteed L/Cs)*				Loan				Standby Fee				Guaranteed L/Cs*
Level		Ratio		(bp)				(bp)				(bp)				(bp)
Level I		<3. 00x			250.0				150.0				50.0				62.5
Level II		≥3.00 and < 3.50x			300.0				200.0				50.0				62.5
Level III		≥3.50 and < 4.00x			350.0				250.0				50.0				62.5
Level IV		≥4.00 and < 4.50x			400.00				300.0				50.0				62.5
Level V		≥4.50x and <5.00x			450.0				350.0				50.0				62.5
Level VI		>5.00x			500.0				400.0				50.0				62.5

SCHEDULE C

COMPLIANCE CERTIFICATE

TO:		JPMorgan Chase Bank, N.A., Toronto Branch Suite 1800, Royal Bank Plaza South Tower, 200 Bay Street Toronto, ON M5J 2J2 Attention: Mr. Jeff Coleman

I,                                         , a senior officer of Vitran Corporation Inc. (“Vitran”), in such capacity and not personally, hereby certify that:

1.		I am the duly appointed                                                              of Vitran, a borrower named in the credit agreement dated as of July 31, 2007 between Vitran, Vitran Express Canada Inc., Vitran Corporation, JPMorgan Chase Bank, N.A., as agent, and the Lenders referred to therein (as amended to the date hereof, the “Credit Agreement”) and as such I am providing this certificate for and on behalf of Vitran pursuant to the Credit Agreement.
2.		I am familiar with and have examined the provisions of the Credit Agreement including, without limitation, those of Article 10, Article 11 and Article 13 therein.
3.		As of the last day of or for the Fiscal Quarter ending                                                             , the financial ratios and amounts referred to in Sections 11.1(b) — 11.1(g) and 11.1(jj) of the Credit Agreement are as follows:

				Actual Amount		Required Limit
(a)		Debt to EBITDA Ratio		___:1		See Section 11.1.(b)
(b)		U.S. Borrower Debt to EBITDA Ratio		___:1		See Section 11.1.(c)
(c)		EBITDAR to Interest Expenses and Rent Ratio		___:1		See Section 11.1.(d)
(d)		Asset Coverage Ratio/ Monthly Asset Coverage Ratio		___:1		See Section 11.1.(e)
(e)		U.S. Asset Coverage Ratio/ Monthly U.S. Asset Coverage Ratio		___:1		See Section 11.1.(f)
(f)		Equity		US$ _______		See Section 11.1.(g)
(g)		Minimum Rolling Twelve Month EBITDA		US$ _______		See Section 11.1.(jj)

4.

Attached hereto are detailed calculations of the foregoing financial ratios and amounts, including in respect of the Asset Coverage Ratio (or Monthly Asset Coverage Ratio) and the U.S. Asset Coverage Ratio (or Monthly U.S. Asset Coverage Ratio), detailed calculations of the Receivables Value, Eligible Real Property and Eligible Equipment for both Vitran and the U.S. Borrower, each on a consolidated basis.

5.		As of the last day of or for the Fiscal Quarter ending                                                             , a description (including amount, name of creditor and name of debtor) of the Debt of all U.S. Obligors in favour of Canadian Obligors is attached hereto.
6.		Attached as a schedule hereto is a true and complete list of each serial numbered good which was acquired and disposed of by each Obligor during the Fiscal Quarter ending                                                              setting forth the year, the make, the model, the serial number or vehicle identification number and the location of each such serial numbered good. With respect to each such serial numbered good registered in Canada (or in any Province therein), the Borrowers have registered Personal Property Security Act financing statements in favour of the Agent, in form and substance satisfactory to the Agent, in each applicable Canadian jurisdiction describing such serial numbered goods. With respect to each such serial numbered good registered in the United States, the Borrowers have caused all applicable certificates of title to be submitted to VINtek, Inc., in its capacity as custodial administrator for the Agent. [If all such registrations and deliveries have not been completed, please describe.]
7.		To the best of my knowledge, information and belief and after due inquiry, no Default or Event of Default has occurred and is continuing as at the date hereof.
8.		Unless the context otherwise requires, capitalized terms in the Credit Agreement which appear herein without definitions shall have the meanings ascribed thereto in the Credit Agreement.
		DATED this ___day of                                                              ,                     .