Vitran Corp Inc Sample Contracts

Vitran Corp Inc – BY-LAW NO. 1 (April 1st, 2014)

A by-law relating generally to the conduct of the affairs of 2400520 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario.

Vitran Corp Inc – ARRANGEMENT AGREEMENT (December 31st, 2013)

THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

Vitran Corp Inc – Vitran Corporation Inc. Terminates Agreement With Manitoulin Transport, Agrees to be Acquired by TransForce (December 30th, 2013)

TORONTO, Dec. 30, 2013 (GLOBE NEWSWIRE) -- Vitran Corporation Inc. ("Vitran" or the "Company") (Nasdaq:VTNC) (TSX:VTN), a premier Canadian less-than-truckload transportation firm, announced today that it has entered into a definitive arrangement agreement (the "TransForce Agreement") with TransForce Inc. ("TransForce") pursuant to which TransForce has agreed to acquire all of the outstanding common shares of Vitran not already owned by TransForce for US$6.50 in cash per share, in accordance with TransForce's prior proposal.

Vitran Corp Inc – ARRANGEMENT AGREEMENT THIS ARRANGEMENT AGREEMENT dated December 9, 2013, (December 11th, 2013)

THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

Vitran Corp Inc – Vitran Corporation Inc. Enters Into an Agreement to be Acquired by Manitoulin Transport (December 10th, 2013)

TORONTO, Dec. 9, 2013 (GLOBE NEWSWIRE) -- Vitran Corporation Inc. ("Vitran" or the "Company") (Nasdaq:VTNC) (TSX:VTN), a premier Canadian less-than-truckload transportation firm, announced today that it has entered into a definitive arrangement agreement under which 2398946 Ontario Inc., an affiliate of Manitoulin Transport Inc. ("Manitoulin Transport"), will acquire all of the issued and outstanding shares of Vitran for US$6.00 in cash per share. The total transaction, including the assumption of Vitran's outstanding net debt of approximately US$29 million at October 31, 2013, is valued at approximately US$128 million. The US$6.00 share price represents a 10.3% premium to Vitran's closing price on NASDAQ on December 9, 2013, and a 38.2% premium to the closing price on NASDAQ on September 20, 2013, the day before the announcement of the sale of Vitran's US LTL business.

Vitran Corp Inc – SHAREHOLDER RIGHTS PLAN AGREEMENT (November 5th, 2013)

THIS SHAREHOLDER RIGHTS PLAN AGREEMENT dated November 4, 2013 between VITRAN CORPORATION INC. (the “Corporation”), a corporation incorporated under the laws of Ontario, and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the federal laws of Canada, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

Vitran Corp Inc – TRANSACTION INCENTIVE AGREEMENT (November 4th, 2013)

THIS TRANSACTION INCENTIVE AGREEMENT (the “Agreement”) is dated and signed this 29th day of October 2013, but with effect as of the 30th day of September, 2013 (the “Effective Date”), by and between Vitran Corporation Inc., an Ontario corporation (the “Company”) and Fayaz Suleman (the “Executive”).

Vitran Corp Inc – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION (October 11th, 2013)

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 t

Vitran Corp Inc – FIFTH AMENDMENT TO CREDIT AGREEMENT (October 11th, 2013)

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”);

Vitran Corp Inc – STOCK SALE AND PURCHASE AGREEMENT (September 26th, 2013)

This STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) is made by and between Vitran Corporation Inc., an Ontario corporation (the “Seller”) and Data Processing, LLC, a Michigan limited liability company (the “Buyer”). The Seller and the Buyer are also referred to herein individually as a “Party” and collectively as the “Parties.” Where required by the context of this Agreement, “Seller” shall include Vitran Corporation Inc. and all non-U.S. entities owned thereby. Where required by the context of this Agreement, “Target” shall include Vitran Corporation, a Nevada corporation, and all of its subsidiaries.

Vitran Corp Inc – Vitran Announces Agreement to Sell U.S. LTL Business All U.S. and Canadian Operations Continue as Normal; Customer Shipments Continuing as Scheduled (September 23rd, 2013)

TORONTO, Sept. 23, 2013 (GLOBE NEWSWIRE) -- Vitran Corporation Inc. ("Vitran" or the "Company") (Nasdaq:VTNC) (TSX:VTN), a North American transportation firm, announced today that it has entered into an agreement to sell its U.S. LTL business to a company owned by industry veteran Matthew Moroun. Mr. Moroun is associated with a number of transportation companies whose interests include LTL, TL, Flatbed, Third Party Logistics and Warehousing.

Vitran Corp Inc – RETENTION INCENTIVE AGREEMENT (July 3rd, 2013)

THIS RETENTION INCENTIVE AGREEMENT (the “Agreement”) is made as of the 28th day of June, 2013, by and between Vitran Corporation Inc., an Ontario corporation (the “Company”) and Fayaz Suleman (the “Executive”).

Vitran Corp Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 20th, 2013)

WHEREAS the Executive is a member of the board of directors of the Company (the “Board”) and the Company wishes to employ the Executive in the capacity of Interim President and Chief Executive Officer, on the terms and conditions set out in this agreement;

Vitran Corp Inc – NOTE (April 29th, 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.

Vitran Corp Inc – EXECUTIVE EMPLOYMENT AGREEMENT (March 28th, 2013)

WHEREAS the Executive has been employed with the Company since May 2003 and is currently serving the Company in the capacity of Vice-President, Finance and Chief Financial Officer;

Vitran Corp Inc – VITRAN CORPORATION INC. ANNOUNCES ANNUAL AND SPECIAL MEETING AND ADOPTS ADVANCE NOTICE PROVISIONS (March 21st, 2013)

TORONTO, ONTARIO (March 20, 2013) – Vitran Corporation Inc. (NASDAQ: VTNC, TSX: VTN) (the “Company”), a North American transportation firm, today announced that it will hold an annual and special meeting of shareholders (the “Meeting”) on May 15, 2013.

Vitran Corp Inc – BY-LAW NO. 8 VITRAN CORPORATION INC. INDEX (March 21st, 2013)
Vitran Corp Inc – SECOND AMENDMENT TO AMENDED AND RESTATED COMMITMENT LETTER (February 21st, 2013)

WHEREAS Express, the Covenantors and the Lender entered into an amended and restated commitment letter dated as of November 30, 2011 (the “Original Commitment Letter”) pursuant to which the Lender agreed to provide a $39,225,000 loan (the “Initial Loan”) to Express secured by, among others, charges/mortgages over the following real properties owned by Express and municipally known as: (a) 1201 Creditstone Road, Vaughan, Ontario and 2700 Langstaff Road, Vaughan, Ontario (collectively, the “ON Property”), (b) 10077 Grace Road, Surrey, British Columbia (the “BC Property”), and (c) 18204-111 Avenue NW, Edmonton, Alberta (the “AB Property”);

Vitran Corp Inc – THIRD AMENDMENT TO CREDIT AGREEMENT (February 21st, 2013)

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

Vitran Corp Inc – FOURTH AMENDMENT TO CREDIT AGREEMENT (February 21st, 2013)

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

Vitran Corp Inc – NOTE (February 21st, 2013)

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

Vitran Corp Inc – SHARE PURCHASE AGREEMENT Dated February 12, 2013 Between VITRAN EXPRESS CANADA INC. and VITRAN CORPORATION and LEGACY SCO, INC. (February 19th, 2013)

A. The Canadian Vendor is the registered and beneficial owner of all of the issued and outstanding shares in the capital of (i) Vitran Logistics Limited, a corporation existing under the laws of Ontario (“Logistics”), (ii) Can-Am Logistics Inc., a corporation existing under the laws of Ontario (“Can-Am”), and (iii) 1833660 Ontario Inc., a corporation existing under the laws of Ontario (“Ace SCO Holdings”).

Vitran Corp Inc – SECOND AMENDMENT TO CREDIT AGREEMENT (November 5th, 2012)

AND: VITRAN CORPORATION, VITRAN EXPRESS, INC., LAS VEGAS/L.A. EXPRESS, INC., VITRAN LOGISTICS CORP., VITRAN LOGISTICS, INC., SHORTHAUL TRANSPORT CORPORATION and MIDWEST SUPPLY CHAIN, INC., as U.S. Borrowers

Vitran Corp Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (February 9th, 2012)

WHEREAS the Borrower, the Guarantors, the Agent and the other Persons signatory thereto have entered into a Credit Agreement dated as of November 30, 2011 (including all annexes, exhibits and schedules thereto, as the same has been or may be amended, modified, restated, supplemented or replaced from time to time, the “Credit Agreement”);

Vitran Corp Inc – November 30, 2011 Vitran Corporation Inc. c/o Royal Bank of Canada Royal Bank Plaza 4th Floor, North Tower, PO Box 50 Toronto, ON M5J 2W7 Attention: Reiner Plessl Vitran Express Canada Inc. 1201 Creditstone Road Concord, Ontario L4K 0C2 Attention: Fayaz Suleman Dear Sirs (February 9th, 2012)

This amended and restated commitment letter (as further amended, restated, supplemented or otherwise modified from time to time, the “Commitment Letter”) cancels, supersedes and replaces the commitment letter dated as of November 8, 2011 relating to the Properties (as herein defined) issued by the Lender to the Borrower and Covenantors (the “Original Commitment Letter”). Upon the signing of this Commitment Letter by the Lender, the Borrower and the Covenantors, the Original Commitment Letter shall be terminated and be of no further force and effect.

Vitran Corp Inc – CREDIT AGREEMENT dated as of November 30, 2011 among VITRAN CORPORATION INC. and VITRAN EXPRESS CANADA INC., as Canadian Borrowers VITRAN CORPORATION, VITRAN EXPRESS, INC., LAS VEGAS/L.A. EXPRESS, INC., VITRAN LOGISTICS CORP., VITRAN LOGISTICS, INC., SHORTHAUL TRANSPORT CORPORATION and MIDWEST SUPPLY CHAIN, INC., as U.S. Borrowers The other U.S. Borrowers party hereto from time to time, The other Loan Parties party hereto from time to time, The Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Administrative Agen (February 9th, 2012)

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

Vitran Corp Inc – AMENDMENT NO. 8 TO CREDIT AGREEMENT (August 9th, 2011)

WHEREAS the Agent, the Lenders and the Borrowers entered into a Credit Agreement dated as of July 31, 2007 (the “Original Credit Agreement”);

Vitran Corp Inc – AMENDMENT NO. 7 TO CREDIT AGREEMENT (February 11th, 2011)

WHEREAS the Agent, the Lenders and the Borrowers entered into a Credit Agreement dated as of July 31, 2007 (the “Original Credit Agreement”);

Vitran Corp Inc – REGISTRATION RIGHTS AGREEMENT (September 22nd, 2009)

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 21, 2009, by and among Vitran Corporation Inc., a corporation organized under the laws of the Province of Ontario (the “Company”), and the undersigned purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).

Vitran Corp Inc – AMENDMENT NO. 6 TO CREDIT AGREEMENT (September 18th, 2009)

WHEREAS the Agent, the Lenders and the Borrowers entered into a Credit Agreement dated as of July 31, 2007 (the “Original Credit Agreement”);

Vitran Corp Inc – SECURITIES PURCHASE AGREEMENT (September 18th, 2009)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 17 th, 2009, is made by and among Vitran Corporation Inc., a corporation organized under the laws of the Province of Ontario (the “Company”), and each of the purchasers (individually, a “Purchaser” and collectively the “Purchasers”) set forth on the execution pages hereof (each, an “Execution Page” and collectively the “Execution Pages”).

Vitran Corp Inc – VITRAN CORPORATION INC. ANNOUNCES AGREEMENT TO SELL COMMON SHARES AND MODIFIES CURRENT DEBT ARRANGEMENT (September 18th, 2009)

TORONTO, ONTARIO (September 17, 2009) — Vitran Corporation Inc. (NASDAQ: VTNC, TSX: VTN) (“Vitran” or the “Company”), a North American transportation and logistics firm, today announced that it has agreed to sell approximately 2.7 million shares of common stock at a price of US$8.50 per share to certain qualified investors (the “Offering”). The net proceeds to the Company, after payment of costs and expenses associated with the Offering, are expected to be approximately US$21.4 million. From these net proceeds, the Company intends to permanently reduce the outstanding amount of its syndicated term debt by US$7.5 million. The remainder of the net proceeds will be used to pay down revolving debt. The repayment of the revolving debt will increase the Company’s unused debt capacity and give the Company added flexibility to execute its operating and capital initiatives. The Offering is subject to the satisfaction of customary closing conditions and is anticipated to close on or about Septem

Vitran Corp Inc – Interpretation Definitions 1.01 1 Definitions 1.02 2 Definitions 1.03 2 Business of the Corporation Registered Office 2.01 2 Corporate Seal 2.02 2 Financial Year 2.03 2 Execution of Instruments 2.04 2 Banking Arrangements 2.05 2 Voting Rights in Other Bodies Corporate 2.06 3 Withholding Information from Shareholders 2.07 3 Borrowing and Securities Borrowing Power 3.01 3 Delegation 3.02 3 Directors Number of Directors and Quorum 4.01 4 Qualification 4.02 4 Election and Term 4.03 4 Removal of Directors 4.04 4 Vacation of Office 4.05 4 Vacancies 4.06 4 Action by the Board 4.07 5 Canadian Majority (September 11th, 2009)
Vitran Corp Inc – AMENDMENT NO. 5 TO CREDIT AGREEMENT (May 28th, 2009)

WHEREAS the Agent, the Lenders and the Borrowers entered into a Credit Agreement dated as of July 31, 2007 (the "Original Credit Agreement");

Vitran Corp Inc – EXECUTIVE EMPLOYMENT AGREEMENT made as of this March 16, 2009 (March 17th, 2009)

WHEREAS the Executive has been employed with the Company since September 11, 1989 and is currently serving the Company in the capacity of President and Chief Executive Officer;