ex10-1.htm


Exhibit 10.1

 

SEVENTH AMENDMENT TO CREDIT AGREEMENT

 

THIS SEVENTH AMENDMENT (this "Amendment"), dated as of December 6, 2016, amends and modifies a certain Credit Agreement, dated as of August 31, 2006, as amended by Amendments dated as of January 1, 2007, November 30, 2007, May 27, 2011, December 10, 2012, December 22, 2014 and November 4, 2015 (as so amended, the "Credit Agreement"), by and among MARTEN TRANSPORT, LTD., a Delaware corporation (the "Borrower"), the Banks named therein (U.S. Bank National Association being the sole Bank as of the date hereof), 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.

 

FOR VALUE RECEIVED, the Borrower, the Banks and the Agent agree as follows:

 

ARTICLE I - AMENDMENT

 

1.1 Increase to Revolving Commitment Amount. The Borrower has requested that the Aggregate Revolving Credit Amount shall be increased from $30,000,000 to $40,000,000. U.S. Bank National Association, in its capacity as a Bank, has agreed to increase its Revolving Commitment Amount by $10,000,000 to $40,000,000. Consequently, the Credit Agreement is amended by replacing Schedule 1.1.2 with Schedule 1.1.2 attached to this Amendment.

 

1.2 LIBOR. The definition of "LIBOR" in Section 1.1 is amended by adding the following sentence at the end of such definition:

 

"If LIBOR as so determined shall at any time be less than 0%, it shall be deemed for purposes of this Credit Agreement and the Notes to equal 0%, and the interest rate shall be calculated based on LIBOR (Reserve Adjusted) plus the Applicable Margin."

 

1.3 Revolving Note. The Revolving Loans shall continue to be evidenced by the Revolving Note dated as of November 4, 2015 in the amount of up to $75,000,000 (it being acknowledged that such amount is in excess of the Revolving Commitment Amount).

 

1.4 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 Amended 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 and except to the extent such representations and warranties expressly refer to an earlier date. 

 

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 Amended Credit Agreement.

 

3.3 Documents. The Borrower shall have executed and delivered this Amendment and the Guarantor Subsidiaries shall have executed and delivered the Acknowledgement in the form attached hereto.

 

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)

 

 


 

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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/ Daniel D. Washam 
	
 

	
 
	
 
	
Daniel D. Washam 
	
 

	
 
	
Title: 
	
Vice President
	
 



 

 

	
 
	
MARTEN TRANSPORT, LTD., as the Borrower
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ James J. Hinnendael
	
 

	
 
	
 
	
James J. Hinnendael
	
 

	
 
	
Title: 
	
Executive Vice President and Chief Financial Officer 
	
 



 

 


 

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Schedule 1.1.2

 

Commitments and Percentages

 

	
Bank: 
	
Revolving Commitment:
	
Revolving Percentage:

	
 
	
 
	
 

	
U.S. Bank
	
$40,000,000
	
100.000000000%



 

 


 

 




 


 

GUARANTOR'S ACKNOWLEDGMENT

 

The undersigned (the "Guarantors") have each, by guaranties each dated as of January 1, 2007 (the "Guaranties") guaranteed payment and performance of obligations of MARTEN TRANSPORT, LTD. (the "Borrower") to the Banks and U.S. Bank National Association, as Agent, under the Credit Agreement, dated as of August 31, 2006 (as thereafter amended, the "Credit Agreement") among the Borrower, the Banks and the Agent. Each Guarantor acknowledges that such Guarantor has received a copy of the proposed Seventh Amendment to the Credit Agreement, to be dated on or about December 6, 2016 (the "Amendment"). Each Guarantor agrees and acknowledges that the Amendment shall in no way impair or limit the right of the Bank under its Guaranty, and confirms that by its Guaranty, such Guarantor continues to guaranty payment and performance of the obligations of the Borrower to the Bank specified in such Guaranty, including without limitation obligations under the Credit Agreement as amended pursuant to the Amendment. Each Guarantor hereby confirms that its Guaranty remains in full force and effect, enforceable against such Guarantor in accordance with its terms.

 

Dated as of December 6, 2016.

  

	
 
	
MARTEN TRANSPORT SERVICES, LTD.
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ James J. Hinnendael
	
 

	
 
	
 
	
James J. Hinnendael
	
 

	
 
	
Title: 
	
Chief Financial Officer 
	
 



 

 

	
 
	
MARTEN TRANSPORT LOGISTICS, LLC
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ James J. Hinnendael
	
 

	
 
	
 
	
James J. Hinnendael
	
 

	
 
	
Title:  
	
Chief Financial Officer
	
 



 

 

	
 
	
MARTEN TRANSPORT HOLDINGS, LTD.
	
 

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By: 
	
/s/ James J. Hinnendael
	
 

	
 
	
 
	
James J. Hinnendael
	
 

	
 
	
Title:  
	
Chief Financial Officer