Prepared by MERRILL CORPORATION www.edgaradvantage.com


QuickLinks
 -- Click here to rapidly navigate through this document
EXECUTION COPY


THIRD AMENDMENT TO CREDIT AGREEMENT


    This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and entered into as of April 5, 2000,
is by and between MARTEN TRANSPORT, LTD., a Delaware corporation (the "Borrower"), the banks which are signatories hereto (individually, a "Bank" and, collectively, the "Banks"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as agent for the Banks (in such capacity, the "Agent").


RECITALS


    1.  The
Borrower and U.S. Bank National Association, in its capacity as a Bank and the Agent, entered into a Credit Agreement dated as of October 30, 1998, as
amended by that certain First Amendment to Credit Agreement dated as of January 3, 2000, and as amended by that certain Second Amendment to Credit Agreement dated as of January 19, 2000
(as amended, the "Credit Agreement"); and



    2.  The
Borrower desires to amend certain other provisions of the Credit Agreement, and the Banks and Agent have agreed to make such amendments, subject to the terms
and conditions set forth in this Amendment.


AGREEMENT


    NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto hereby covenant and agree to be bound as follows:


    Section 1.  Capitalized Terms.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, unless the context shall otherwise require.


    Section 2.  Amendments.  The Credit Agreement is hereby amended as
follows:



    2.1  Indebtedness.  Section 6.13(c) is hereby amended in its entirety to read as follows:


    6.13(c)  Indebtedness
disclosed on Schedule 6.13 hereto, but not including any extension or refinancing thereof.


    2.2 Schedule 6.13
(Indebtedness) to the Credit Agreement is amended in its entirety in the form of Exhibit 2.2 attached hereto.




    Section 3.  Effectiveness of Amendments.  The amendments contained in this
Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following:



    3.1 This Amendment duly executed by the Borrower.


    3.2 The Borrower shall have satisfied such other conditions as specified by the Agent and the Banks, including payment
of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and any other instrument or agreement executed by the Borrower in
connection with this Amendment (collectively, the "Amendment Documents").




    Section 4.  Representations, Warranties, Authority, No Adverse Claim.  



    4.1  Reassertion of Representations and Warranties, No Default.  The Borrower
hereby represents that on and as of the date hereof and after giving effect to this Amendment (a) all of the representations and warranties contained in the Credit Agreement are true, correct
and complete in all respects as of the date hereof as though made on and as of such date, except for changes permitted by the terms of the Credit Agreement, and (b) there will exist no Default
or










Event
of Default under the Credit Agreement as amended by this Amendment on such date which has not been waived by the Agent and the Banks.


    4.2  Authority, No Conflict, No Consent Required.  The Borrower represents and
warrants that the Borrower has the power and legal right and authority to enter into the Amendment Documents and has duly authorized as appropriate the execution and delivery of the Amendment
Documents and other agreements and documents executed and delivered by the Borrower in connection herewith or therewith by proper corporate, and none of the Amendment Documents nor the agreements
contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower's
Certificate of Incorporation, Bylaws or any other agreement or requirement of law in which the consequences of such default or violation could have a material adverse effect on the business,
operations, properties, assets or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or result in the imposition of any Lien on any of its property under any
agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Agent on behalf of the Banks. The Borrower represents and warrants that no consent, approval
or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower
of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except
for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Agent.


    4.3  No Adverse Claim.  The Borrower warrants, acknowledges and agrees that no
events have taken place and no circumstances exist at the date hereof which would give the Borrower a basis to assert a defense, offset or counterclaim to any claim of the Agent or the Banks with
respect to the Obligations or the Borrower's obligations under the Credit Agreement as amended by this Amendment.




    Section 5.  Affirmation of Credit Agreement, Further References.  The
Agent, the Banks, and the Borrower each acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions and provisions
of the Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full force and effect. All references in any document or instrument to the Credit Agreement are hereby
amended and shall refer to the Credit Agreement as amended by this Amendment. All of the terms, conditions, provisions, agreements, requirements, promises, obligations, duties, covenants and
representations of the Borrower under such documents and any and all other documents and agreements entered into with respect to the obligations under the Credit Agreement are incorporated herein by
reference and are hereby ratified and affirmed in all respects by the Borrower.


    Section 6.  Merger and Integration, Superseding Effect.  This Amendment,
from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into this Amendment all prior oral and written agreements on
the same subjects by and between the parties hereto with the effect that this Amendment, shall control with respect to the specific subjects hereof and thereof.



    Section 7.  Severability.  Whenever possible, each provision of this
Amendment and the other Amendment Documents and any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in such manner as to be
effective, valid and enforceable under the applicable law of any jurisdiction, but, if any provision of this Amendment, the other Amendment Documents or any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto shall be held to be prohibited, invalid or unenforceable under


2









the
applicable law, such provision shall be ineffective in such jurisdiction only to the extent of such prohibition, invalidity or unenforceability, without invalidating or rendering unenforceable the
remainder of such provision or the remaining provisions of this Amendment, the other Amendment Documents or any other statement, instrument or transaction contemplated hereby or thereby or relating
hereto or thereto in such jurisdiction, or affecting the effectiveness, validity or enforceability of such provision in any other jurisdiction.


    Section 8.  Successors.  The Amendment Documents shall be binding upon the
Borrower, the Banks, and the Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Banks, and the Agent and the successors and assigns of the Banks and
the Agent.


    Section 9.  Legal Expenses.  As provided in Section 9.2 of the
Credit Agreement, the Borrower agrees to reimburse the Agent, upon execution of this Amendment, for all reasonable out-of-pocket expenses (including attorney' fees and legal
expenses of Dorsey & Whitney LLP, counsel for the Agent) incurred in connection with the Credit Agreement, including in connection with the negotiation, preparation and execution of the
Amendment Documents and all other documents negotiated, prepared and executed in connection with the Amendment Documents, and in enforcing the obligations of the Borrower under the Amendment
Documents, and to pay and save the Agent and the Banks harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Amendment
Documents, which obligations of the Borrower shall survive any termination of the Credit Agreement.


    Section 10.  Headings.  The headings of various sections of this Amendment
have been inserted for reference only and shall not be deemed to be a part of this Amendment.


    Section 11.  Counterparts.  The Amendment Documents may be executed in
several counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded as one and the same
document, and either party to the Amendment Documents may execute any such agreement by executing a counterpart of such agreement.


    Section 12.  Governing Law.  THE AMENDMENT
DOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS,
THEIR HOLDING COMPANIES AND THEIR AFFILIATES.


(THE
REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY.)


3








    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date and year first above written.



	 	 	MARTEN TRANSPORT, LTD.
	 

 	 
 	 

By: 

	 

 	 
 	 

Title: 

	 

 	 
 	 

Address:	 
 	 

129 Marten Street

Mondovi, Wisconsin 54755
	 
 Revolving Commitment Amount:	 
 	 

U.S. BANK NATIONAL ASSOCIATION

In its individual corporate capacity and as Agent
	 

$40,000,000	 
 	 

By: 



	 

 	 
 	 

Title: 

	 

 	 
 	 

Address:	 
 	 

601 Second Avenue South, MPFP0602

Minneapolis, MN 55402-4302

ATTN: Michael J. Reymann
	 
 Revolving Commitment Amount:	 
 	 

THE NORTHERN TRUST COMPANY
	 

$10,000,000	 
 	 

By: 

	 

 	 
 	 

Title: 

	 

 	 
 	 

Address:	 
 	 

50 South LaSalle Street

Chicago, IL 60675

ATTN: Daniel Hintzen



4









 



EXHIBIT 2.2 TO

THIRD AMENDMENT TO CREDIT AGREEMENT


Schedule 6.13




  MARTEN TRANSPORT, LTD.
   SCHEDULE OF INDEBTEDNESS
 AS OF 3/31/00  



	Payee

	 	Loan Number
	 	3/31/00 Balance
	 
	U.S. Bank—Minneapolis	 	199059	 	161,244.04	 
	U.S. Bank—Minneapolis	 	199061	 	304,859.26	 
	U.S. Bank—Minneapolis	 	199062	 	300,218.76	 
	U.S. Bank—Minneapolis	 	199063	 	441,171.58	 
	U.S. Bank—Minneapolis	 	199068	 	650,459.15	 
	U.S. Bank—Minneapolis	 	199070	 	1,367,323.19	 
	 	 	 	 	
	 
	U.S. Bank Subtotal	 	 	 	3,225,275.98	 
	 

BANK OF AMERICA	 
 	 

9	 
 	 

144,531.80	 
 
	BANK OF AMERICA	 	10	 	176,684.44	 
	BANK OF AMERICA	 	12	 	706,266.80	 
	BANK OF AMERICA	 	14	 	1,018,426.26	 
	BANK OF AMERICA	 	15	 	343,248.77	 
	 	 	 	 	
	 
	Bank of America Subtotal	 	 	 	2,389,158.07	 
	 

The Prudential Insurance Company of America	 
 	 

 	 
 	 

40,000,000.00	 
*
	 	 	 	 	
	 
	TOTAL INDEBTEDNESS	 	 	 	45,614,434.05	 
	 	 	 	 	
	 





	*
	PRO
FORMA BALANCE













QuickLinks


MARTEN TRANSPORT, LTD. SCHEDULE OF INDEBTEDNESS AS OF 3/31/00