Exhibit
10.1


FIRST AMENDMENT TO CREDIT
AGREEMENT


THIS FIRST AMENDMENT (this “Amendment”),
effective as of January 1, 2007, amends and modifies a certain Credit
Agreement, dated as of August 31, 2006 (the “Credit Agreement”), by and among
MARTEN TRANSPORT, LTD., a Delaware corporation (the “Borrower”), the Banks
named therein, and U.S. BANK NATIONAL ASSOCIATION, as agent for the Banks (the “Agent”).  Terms not otherwise expressly defined herein
shall have the meanings set forth in the Credit Agreement.


Preliminary Statement


The Borrower has requested
consent of the Banks and Agent to (a) organize three Subsidiaries; and (b)
transfer certain assets and businesses to such Subsidiaries.  In consideration of approving these
transactions, the Banks have required that the three new Subsidiaries guaranty
obligations of the Borrower arising under the Credit Agreement.


FOR VALUE RECEIVED, the
Borrower, the Banks and the Agent agree that the Credit Agreement is amended as
follows.


ARTICLE I - AMENDMENTS TO THE
CREDIT AGREEMENT


1.1 Definitions.  Section 1.1 is amended as follows:


(a)  By adding the following definitions:


“‘Guaranties’:  Guaranties by the Guarantor Subsidiaries in
the form provided by the Agent with the First Amendment of this Agreement, as
amended, modified or replaced from time to time.”


“‘Guarantor Subsidiaries’:  Marten Transport Services, Ltd., a Delaware
corporation, Marten Transport Logistics, LLC, a Delaware limited liability
company, Marten Transport Holdings, Ltd., a Delaware corporation and each successor
thereof.”


“‘Guarantor Transaction’:  Contribution of assets and businesses by the
Borrower to the Guarantor Subsidiaries, resulting in (a) the Borrower owning
all of the stock of Marten Transport Services, Ltd., and (b) Marten Transport
Services, Ltd. owning all of the membership or other equity interest of Marten
Transport Logistics, LLC and all of the stock of Marten Transport Holdings,
Ltd.


(b)  By amending the definition
of “Borrowing Base” to read as follows (with the added words being underlined
for convenience of reference):


“‘Borrowing Base’:
As of any date of determination shall mean 80% of the net book value
(determined in accordance with GAAP) of all revenue-generating transportation
equipment of the Borrower and the Guarantor Subsidiaries, less
the outstanding balance of all funded Indebtedness of the Borrower and the
Guarantor 









 



Subsidiaries other than the
Obligations, and less all trade accounts payable of the Borrower and
the Guarantor Subsidiaries as of the date of determination.”


(c)  By amending the definition
of “Loan Documents” to read as follows (with the added words being underlined
for convenience of reference):


“‘Loan Documents’:  This
Agreement, the Notes, each Guaranty, each Letter of Credit Agreement,
the Agent’s Fee Letter and each other instrument, document, guaranty, security
agreement, mortgage, or other agreement executed and delivered by the Borrower or
a Guarantor Subsidiary in connection with this Agreement, the Loans, the
Letters of Credit or the Letter of Credit obligations, as amended from time to
time.”


(d)  By adding the following sentence at the end
of the definition of “Subsidiary”:


“Each Guarantor
Subsidiary shall be deemed at all times to be a Subsidiary, whether or not it
shall meet or continue, at any time, to meet the foregoing requirements.”


1.2  Provisions Permitting the Guarantor
Transaction.  The following Sections
in Article 6 are amended as follows:


(a)  New Section 6.2(d) is added after Section
6.2(c), and shall read as follows:


“6.2(d)  transfer of assets and
businesses to the Guarantor Subsidiaries as part of the Guarantor Transaction.”


(b)  Section 6.4 is amended by
adding the following phrase at the end of such Section:


“except for any change in the nature of the business or entrance into
any new lines of business relating to the implementation of the Guarantor
Transaction.”


(c)  Section 6.5 is amended by adding the
following phrase at the end of such Section:


“except for formation of the Guarantor Subsidiaries as part of the
Guarantor Transaction.”


(d)  Section 6.8 is amended by adding the
following sentence at the end of such Section:


“The Guarantor Transaction shall not be deemed to be a transaction
prohibited by this Section.”


(e)  New Section 6.12(k) is added
after Section 6.12(j), and shall read as follows:


“6.12(k)  The transfer of assets
and businesses to the Guarantor Subsidiaries in exchange for the equity
interests of the Guarantor Subsidiaries (held as provided in 









 



the definition of ‘Guarantor Transaction’) as part of the Guarantor
Transaction and the subsequent holding of such equity interests.”


1.3  Investment in MW Logistics, LLC.  Section 6.12(j) is amended to read as
follows:


“6.12(j) Investments in MW Logistics, LLC, in the form of revolving
debt or equity interests, not to exceed, in the aggregate, $3,500,000.”


1.4  Guaranty of Note Purchase Agreement.  The following Sections in Article 6 are
amended as follow:


(a)  New Section 6.13(f) is added after Section
6.13(e), and shall read as follows:


“6.13(f)  Indebtedness of the
Guarantor Subsidiaries consisting of Contingent Obligations arising under the
Guaranties and under any guaranty by the Guarantor Subsidiaries of the
obligations of the Borrower under the Note Purchase Agreement.”


(b)  Section 6.15 is amended by adding the
following phrase at the end of such Section:


“and except for Contingent Obligations arising under the Guaranties and
under any guaranty by the Guarantor Subsidiaries of the obligations of the
Borrower under the Note Purchase Agreement.”


1.5  Defaults.  New Section 7.1(l) is added after Section
7.1(k), and shall read as follows:


“7.1(l) 
Any Guaranty shall not be, or shall cease to be, binding and enforceable
in accordance with its terms, or any Guarantor Subsidiary shall fail to comply
with the terms thereof or shall contest, disavow or revoke, or attempt to
disavow or revoke, its Guaranty.”


1.6  Construction.  All references in the Credit Agreement to “this
Agreement”, “herein” and similar references shall be deemed to refer to the
Credit Agreement as amended by this Amendment.


ARTICLE II - REPRESENTATIONS AND
WARRANTIES


To induce the Banks and the
Agent to enter into this Amendment and to make and maintain the Loans under the Credit Agreement as amended hereby, the Borrower
hereby warrants and represents to the Banks and the Agent that it is duly
authorized to execute and deliver this Amendment, and to perform its
obligations under the Credit Agreement as amended hereby, and that this
Amendment constitutes the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms, subject to limitations as to
enforceability which might result from bankruptcy, insolvency, moratorium and
other similar laws affecting creditors’ rights generally and subject to
equitable principles.









 



ARTICLE III - CONDITIONS PRECEDENT


This Amendment shall become effective on the date first set forth
above, provided, however, that the effectiveness of this Amendment is subject
to the satisfaction of each of the following conditions precedent:


3.1 Warranties.  Before and after giving effect to this
Amendment, the representations and warranties in Article 4 of the Credit
Agreement shall be true and correct as though made on the date hereof, except
for changes that are permitted by the terms of the Credit Agreement, as amended
hereby.  The execution by the Borrower of
this Amendment shall be deemed a representation that the Borrower has complied
with the foregoing condition.


3.2 Defaults.  Before and after giving effect to this
Amendment, no Default and no Event of Default shall have occurred and be
continuing under the Credit Agreement. 
The execution by the Borrower of this Amendment shall be deemed a
representation that the Borrower has complied with the foregoing condition.


3.3 Documents.  The Borrower shall have executed and
delivered this Amendment and the Guarantor Subsidiaries shall have executed and
delivered (a) the Guaranties, (b) the approval resolutions approving the
Guaranties, (c) incumbency certificates, and (d) copies of the Certificate of
Incorporation and Bylaws, or other organizational documents of each Guarantor
Subsidiary.


ARTICLE
IV - GENERAL


4.1 Expenses.  The Borrower agrees to reimburse the Agent
upon demand for all reasonable expenses (including reasonable attorneys’ fees
and legal expenses) incurred by the Agent in the preparation, negotiation and
execution of this Amendment and any other document required to be furnished
herewith, and in enforcing the obligations of the Borrower hereunder, 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 this Amendment, which obligations of the Borrower shall survive any
termination of the Credit Agreement.


4.2 Counterparts.  This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed an original but all such counterparts shall constitute but one and
the same instrument.


4.3 Severability.  Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or affecting the validity or
enforceability of such provisions in any other jurisdiction.


4.4 Law; Consent to
Jurisdiction; Waiver of Jury Trial. 
This Amendment shall be a contract made under the laws of the State of
Minnesota, which laws shall govern all the rights and duties hereunder.    This Amendment shall be subject to the
Consent to Jurisdiction and Waiver of Jury Trial provisions of the Credit
Agreement.









 



4.5 Successors;
Enforceability.  This Amendment 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.  Except as hereby amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects.


(signature page follows)









 



 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed at Minneapolis, Minnesota by
their respective officers thereunto duly authorized as of the date first
written above.


 


	
  

  	
  U.S. BANK
  NATIONAL ASSOCIATION, as Agent

  
	
   

  	
  and as a Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Michael J.
  Reymann

  	
   

  
	
   

  	
   

  	
   Michael J. Reymann

  
	
   

  	
   

  	
   Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARTEN
  TRANSPORT, LTD., as the Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
  James Hinnendael

  	
   

  
	
   

  	
   

  	
   James Hinnendael

  
	
   

  	
   

  	
   Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N.A., as a Bank

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
  Carlos Morales

  	
   

  
	
   

  	
   

  	
  Carlos Morales

  
	
   

  	
   

  	
  Vice President