Exhibit 10.14


 


SECOND AMENDMENT TO CREDIT
AGREEMENT


 


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 so
amended, 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.


 


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  Restricted Payments.  Section 6.7 of the Credit Agreement is
amended to read as follows:


 


“Section 6.7  Restricted
Payments.  The Borrower will not make
any Restricted Payments (a) during any fiscal year of the Borrower,
exceeding 25% of the Borrower’s total consolidated net income as shown on its
audited 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 Restricted
Payments in a total amount of up to $15,000,000, or (b) if any Default or
Event of Default shall have occurred and continued hereunder.”


 


1.2  Regulation U.  Section 6.18 is amended to read as
follows:


 


“Section 6.18  Loan
Proceeds.  The Borrower will not, and
will not permit any Subsidiary to, use any part of the proceeds of any Loan or
Advances directly or indirectly, and whether immediately, incidentally or
ultimately, (a) to purchase or carry margin stock (as defined in
Regulation U of the Board) or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund Indebtedness originally
incurred for such purpose, except, that if permitted by other provisions
of this Agreement including Section 6.7, the Borrower may
repurchase and hold its own stock, provided that at no time shall the value of
such repurchased and held stock exceed 25% of the value of all assets of the
Borrower that are subject to the restriction on transfer in Section 6.2
or the restriction on Liens in Section 6.14, or (b) for any
purpose which entails a violation of, or which is inconsistent with, the
provisions 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 and
its other assets and so notify the Agent or the Bank.  If the Agent shall disagree with the Borrower’s
method of determination of such values, it shall so notify the Borrower and the
Borrower and the Agent shall negotiate a reasonable method of valuation that
shall comply with the requirements of Regulation U.”


 


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


 


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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)


 


3

















 


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 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’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 amended by an Amendment effective as of January 1, 2007 (the “Credit
Agreement”) among the Borrower, the Banks and the Agent.  Each Guarantor acknowledges
that such Guarantor has received a copy of the proposed Second Amendment to the
Credit Agreement, to be dated on or about November 30, 2007 (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 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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