**Exhibit 10.14**

 

SECOND AMENDMENT TO CREDITAGREEMENT

 

THIS SECOND AMENDMENT (this “Amendment”), dated as of November 30,2007, amends and modifies a certain Credit Agreement, dated as of August 31,2006, as amended by an Amendment effective as of January 1, 2007 (as soamended, the “Credit Agreement”), by and among MARTEN TRANSPORT, LTD., aDelaware corporation (the “Borrower”), the Banks named therein, and U.S. BANKNATIONAL ASSOCIATION, as agent for the Banks (the “Agent”).  Terms not otherwise expressly defined hereinshall have the meanings set forth in the Credit Agreement.

 

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

 

ARTICLE I - AMENDMENTS TOTHE CREDIT AGREEMENT

 

1.1  Restricted Payments.  Section 6.7 of the Credit Agreement isamended to read as follows:

 

“Section 6.7  RestrictedPayments.  The Borrower will not makeany Restricted Payments (a) during any fiscal year of the Borrower,exceeding 25% of the Borrower’s total consolidated net income as shown on itsaudited income statement for its most recent prior fiscal year, provided,that notwithstanding such restriction, during the period beginning October 1,2007 and ending September 30, 2008, the Borrower may make RestrictedPayments in a total amount of up to $15,000,000, or (b) if any Default orEvent of Default shall have occurred and continued hereunder.”

 

1.2  Regulation U.  Section 6.18 is amended to read asfollows:

 

“Section 6.18  LoanProceeds.  The Borrower will not, andwill not permit any Subsidiary to, use any part of the proceeds of any Loan orAdvances directly or indirectly, and whether immediately, incidentally orultimately, (a) to purchase or carry margin stock (as defined inRegulation U of the Board) or to extend credit to others for the purpose ofpurchasing or carrying margin stock or to refund Indebtedness originallyincurred for such purpose, except, that if permitted by other provisionsof this Agreement including Section 6.7, the Borrower mayrepurchase and hold its own stock, provided that at no time shall the value ofsuch repurchased and held stock exceed 25% of the value of all assets of theBorrower that are subject to the restriction on transfer in Section 6.2or the restriction on Liens in Section 6.14, or (b) for anypurpose which entails a violation of, or which is inconsistent with, theprovisions of Regulations U or X of the Board. For purposes of the foregoing, upon request of the Agent or any Bank,the Borrower shall determine the value of the repurchased and held stock andits other assets and so notify the Agent or the Bank.  If the Agent shall disagree with the Borrower’smethod of determination of such values, it shall so notify the Borrower and theBorrower and the Agent shall negotiate a reasonable method of valuation thatshall comply with the requirements of Regulation U.”

 

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

 

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ARTICLE II - REPRESENTATIONSAND WARRANTIES

 

To induce the Banks and the Agent to enter into this Amendment and tomake and maintain the Loans**under theCredit Agreement as amended hereby, the Borrower hereby warrants and representsto the Banks and the Agent that it is duly authorized to execute and deliverthis Amendment, and to perform its obligations under the Credit Agreement asamended hereby, and that this Amendment constitutes the legal, valid andbinding 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’ rightsgenerally and subject to equitable principles.

 

ARTICLE III - CONDITIONSPRECEDENT

 

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

 

3.1 Warranties.  Beforeand after giving effect to this Amendment, the representations and warrantiesin Article 4 of the Credit Agreement shall be true and correct asthough made on the date hereof, except for changes that are permitted by theterms of the Credit Agreement, as amended hereby and except to the extent suchrepresentations and warranties expressly refer to an earlier date.  The execution by the Borrower of thisAmendment shall be deemed a representation that the Borrower has complied withthe foregoing condition.

 

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

 

3.3 Documents.  TheBorrower shall have executed and delivered this Amendment and the GuarantorSubsidiaries shall have executed and delivered the Acknowledgement in the formattached hereto.

 

ARTICLE IV - GENERAL

 

4.1 Expenses.  TheBorrower agrees to reimburse the Agent upon demand for all reasonable expenses(including reasonable attorneys’ fees and legal expenses) incurred by the Agentin the preparation, negotiation and execution of this Amendment and any otherdocument required to be furnished herewith, and in enforcing the obligations ofthe Borrower hereunder, and to pay and save the Agent and the Banks harmlessfrom all liability for, any stamp or other taxes which may be payable withrespect to the execution or delivery of this Amendment, which obligations ofthe Borrower shall survive any termination of the Credit Agreement.

 

4.2 Counterparts.  ThisAmendment may be executed in as many counterparts as may be deemed necessary orconvenient, and by the different parties hereto on separate counterparts, eachof which, when so executed, shall be deemed an original but all suchcounterparts shall constitute but one and the same instrument.

 

4.3 Severability.  Anyprovision of this Amendment which is prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch prohibition or unenforceability without invalidating the remainingportions hereof or affecting the validity or enforceability of such provisionsin any other jurisdiction.

 

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

 

4.5 Successors; Enforceability. This Amendment shall be binding upon the Borrower, the Banks and theAgent and their respective successors and assigns, and shall inure to thebenefit of the Borrower, the Banks and the Agent and the successors and assignsof the Banks and the Agent.  Except ashereby amended, the Credit Agreement shall remain in full force and effect andis 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 beexecuted at Minneapolis, Minnesota by their respective officers thereunto dulyauthorized as of the date first written above.

 
|   | U.S.  BANK NATIONAL ASSOCIATION, as      |
|--------|------------------------------------------|
|   | Agent and as a Bank                      |
|   |                                     |
|   | By:                                      | /s/  Michael Reymann |
|   | Title:                                   | Senior  Vice President |
|   |                                     |
|   |                                     |
|   | MARTEN  TRANSPORT, LTD., as the Borrower |
|   |                                     |
|   | By:                                      | /s/ James Hinnendael |
|   | Title:                                   | Chief  Financial Officer |
|   |                                     |
|   |                                     |
|   | BANK  OF AMERICA, N.A., as a Bank        |
|   |                                     |
|   | By:                                      | /s/  Carlos Morales |
|   | Title:                                   | Vice  President |

 

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GUARANTOR’SACKNOWLEDGMENT

 

The undersigned (the “Guarantors”) have each, byguaranties each dated as of January 1, 2007 (the “Guaranties”) guaranteedpayment and performance of obligations of MARTEN TRANSPORT, LTD. (the “Borrower”) to the Banks and U.S. BankNational Association, as Agent, under the Credit Agreement, dated as of August 31,2006, as amended by an Amendment effective as of January 1, 2007 (the “CreditAgreement”) among the Borrower, the Banks and the Agent.  Each Guarantor acknowledgesthat such Guarantor has received a copy of the proposed Second Amendment to theCredit Agreement, to be dated on or about November 30, 2007 (the “Amendment”).  Each Guarantor agrees and acknowledges thatthe Amendment shall in no way impair or limit the right of the Bank under itsGuaranty, and confirms that by its Guaranty, such Guarantor continues toguaranty payment and performance of the obligations of the Borrower to the Bankspecified in such Guaranty, including without limitation obligations under theCredit Agreement as amended pursuant to the Amendment.  Each Guarantor hereby confirms that itsGuaranty remains in full force and effect, enforceable against such Guarantorin accordance with its terms.

 

Dated as of November 30, 2007.

 
|   | MARTEN TRANSPORT SERVICES, LTD. |
|--------|---------------------------------|
|   |                            |
|   | By:                             | /s/ James Hinnendael |
|   | Title:                          | Chief Financial Officer and Secretary |
|   |                            |
|   |                            |
|   | MARTEN TRANSPORT LOGISTICS, LLC |
|   |                            |
|   | By:                             | /s/ James Hinnendael |
|   | Title:                          | Chief Financial Officer and Secretary |
|   |                            |
|   |                            |
|   | MARTEN TRANSPORT HOLDINGS, LTD. |
|   |                            |
|   | By:                             | /s/ James Hinnendael |
|   | Title:                          | Chief Financial Officer and Secretary |
|   |                            |   |

 

 

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