Exhibit
10.1


 


EIGHTH
AMENDMENT TO CREDIT AGREEMENT


 


This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”), made and entered into as of June 27, 2003, is by and between
Marten Transport, Ltd., a Delaware corporation (the “Borrower”), the banks
which are signatories to the Credit Agreement described below (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 Agent, the Banks and the
Borrower entered into a Credit Agreement dated as of October 30, 1998 as
amended by a First Amendment dated as of January 3, 2000, a Second
Amendment dated as of January 19, 2000, a Third Amendment dated as of
April 5, 2000, a Fourth Amendment dated as of May 31, 2000, a Fifth
Amendment dated as of December 6, 2000, a Sixth Amendment dated as of
January 14, 2002 and a Seventh Amendment dated as of March 29, 2003
(as amended, restated or otherwise modified from time to time, the “Credit
Agreement”); and


 


2.                                       The Borrower desires to amend
certain provisions of the Credit Agreement, and the Agent and the Banks 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.                 Amendment.  The definition of “Letter of Credit
Sublimit” contained in Section 1.1 of the Credit Agreement is hereby
amended in its entirety to read as follows:


 


“Letter of Credit Sublimit”:  $6,000,000.


 


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                               Certified copies of all documents
evidencing any necessary corporate action, consent or governmental or
regulatory approval (if any) with respect to this Amendment.


 


3.3                               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 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 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 action, 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, 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.  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
been 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.


 


2

















 


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 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 Agent and the Banks and their respective successors and
assigns, and shall inure to the benefit of the Borrower, the Agent and the
Banks and the successors and assigns of the Agent and the Banks.


 


Section 9.                 Legal
Expenses.  As provided in
Section 9.2 of the Credit Agreement, the Borrower agrees to reimburse the
Agent and the Banks, 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


 


3

















 


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.]


 


4

















 


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


 


 


	
  BORROWER:

  	
   

  
	
   

  	
   

  
	
   

  	
  MARTEN
  TRANSPORT, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Revolving
  Commitment Amount:

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
  $35,000,000

  	
  In its
  individual corporate capacity and as Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Revolving
  Commitment Amount:

  	
  THE NORTHERN TRUST
  COMPANY

  
	
  $10,000,000

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


 


[Signature Page to Eighth
Amendment to Credit Agreement]


 


S-1