EXHIBIT 10.19


 


NINTH AMENDMENT TO CREDIT
AGREEMENT


 


This NINTH AMENDMENT TO CREDIT AGREEMENT
(this “Amendment”), made and entered into as of June 21, 2005, 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 Amendments dated as of January 3, 2000, January 19,
2000, April 5, 2000, May 31, 2000, December 6, 2000, January 14,
2002, March 29, 2003 and June 27, 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.  Banks. 
U.S. Bank National Association shall, subject to entry into further
assignments as provided in the Credit Agreement, be the sole Bank.  The Northern Trust Company shall not have any
Revolving Commitment under the Credit Agreement.  As soon as practicable after the signing of
this Amendment, the Borrower will pay to the Agent for the account of The
Northern Trust Company all principal, accrued interest, fees and other amounts
payable to The Northern Trust Company under the Credit Agreement.


 


Section 3.  Amendments.


 


3.1  Margins.  The definitions of “Applicable Commitment
Fee Percentage”, “Applicable Letter of Credit Fee Percentage” and “Applicable
Margin” are amended to read as follows:


 


“‘Applicable Commitment Fee Percentage’: Subject to the last
sentence of this definition, with respect to the period beginning five days
after the financial statements and compliance certificate required by Sections
5.1(c) and (d) are delivered with respect to any fiscal quarter and
ending on the day five days after the date such financial


 


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statements and compliance certificate for the next fiscal quarter are
actually delivered, the percentage specified as the Applicable Commitment Fee
Percentage based on the Cash Flow Leverage Ratio calculated as of the end of
the fiscal quarter for which such statements were delivered:


 




	
  Cash Flow Leverage

  Ratio

  	
   

  	
  Applicable Commitment

  Fee Percentage

  
	
  >1.25

  	
   

  	
  0.375%

  
	
  <1.25

  	
   

  	
  0.250%

  






 


During the period beginning on the date five days after the financial
statements and compliance certificate for a fiscal quarter are required to be
delivered pursuant to Sections 5.1(c) and (d) but are not delivered
and ending five days after the date such financial statements are delivered,
the Applicable Commitment Fee Percentage shall be as specified for a Cash Flow
Leverage Ratio greater than 1.25.”


 


“‘Applicable Letter of Credit Fee Percentage’: Subject to the
last sentence of this definition, with respect to the period beginning five
days after the financial statements and compliance certificate required by
Sections 5.1(c) and (d) are delivered with respect to any fiscal
quarter and ending on the day five days after the date such financial
statements and compliance certificate for the next fiscal quarter are actually
delivered, the percentage specified as the Applicable Letter of Credit Fee Percentage
based on the Cash Flow Leverage Ratio calculated as of the end of the fiscal
quarter for which such statements were delivered:


 




	
  Cash Flow Leverage

  Ratio

  	
   

  	
  Applicable Letter of

  Credit Fee Percentage

  
	
  >2.25

  	
   

  	
  1.250%

  
	
  >1.75 and
  < 2.25

  	
   

  	
  1.125%

  
	
  >1.25 and
  < 1.75

  	
   

  	
  1.000%

  
	
  >0.75 and
  <l.25

  	
   

  	
  0.875%

  
	
  <0.75

  	
   

  	
  0.750%

  






 


During the period beginning on the date five days after the financial
statements and compliance certificate for a fiscal quarter are required to be
delivered pursuant to Sections 5.1(c) and (d) but are not delivered
and ending five days after the date such financial statements are delivered,
the Applicable Letter of Credit Fee Percentage shall be as specified for a Cash
Flow Leverage Ratio greater than 2.25.”


 


“‘Applicable Margin’: Subject to the last sentence of this
definition, with respect to the period beginning five days after the financial
statements and compliance certificate required by Sections 5.1(c) and (d) are
delivered with respect to any fiscal quarter and ending on the day five days
after the date such financial statements and compliance certificate for the
next fiscal quarter are actually delivered, the percentage specified as
applicable to Prime Rate Advances or Eurodollar Rate Advances, based on the
Cash Flow Leverage Ratio calculated as of the end of the fiscal quarter for
which such financial statements were delivered:


 


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  Cash Flow

  Leverage Ratio

  	
   

  	
  Eurodollar

  Rate

  Advances

  	
   

  	
  Prime

  Rate

  Advances

  
	
  >2.25

  	
   

  	
  1.250%

  	
   

  	
   

  	
  0.00%

  	
   

  
	
  >1.75 and <2.25

  	
   

  	
  1.125%

  	
   

  	
   

  	
  -0.25%

  	
   

  
	
  >1.25 and <1.75

  	
   

  	
  1.000%

  	
   

  	
   

  	
  -0.25%

  	
   

  
	
  >0.75 and <1.25

  	
   

  	
  0.875%

  	
   

  	
   

  	
  -0.50%

  	
   

  
	
  <0.75

  	
   

  	
  0.750%

  	
   

  	
   

  	
  -0.50%

  	
   

  






 


The minus sign (-) preceding certain of the
foregoing percentages is intended to indicate a negative percentage.  During the period beginning on the date five
days after the financial statements and compliance certificate for a fiscal
quarter are required to be delivered pursuant to Sections 5.1(c) and (d) but
are not delivered and ending five days after the date such financial statements
are delivered, the Applicable Margin shall be as Sepcified for a Cash Flow
Leverage Ratio greater than 2.25.”


 


3.2  Tangible
Net Worth.  Section 6.16
(formerly entitled “Tangible Net Worth”) is amended to read as follows:


 


“Section 6.16 Intentionally Omitted.”


 


The Borrower shall not be required to report whether it has complied
with such covenant on any further Compliance Certificate.


 


3.3  Revolving Commitment Ending Date.  Section 2.19 is amended to read as
follows:


 


“Section 2.19  Revolving
Commitment Ending Date.  The ‘Revolving
Commitment Ending Date’ is April 1, 2008.”


 


3.4  Revolving Commitments.  Schedule I to the Credit Agreement is
hereby amended to read as set forth in Schedule I attached to this
Amendment.


 


Section 4.  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:


 


4.1           This Amendment duly
executed by the Borrower.


 


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


 


4.3           A fee letter, in the
form delivered by the Agent to the Borrower (which shall be deemed to
supplement, and to be a part of, the “Fee Letter” referred to in the Credit
Agreement.


 


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Section 5.  Representations, Warranties, Authority, No
Adverse Claim.


 


5.1           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.


 


5.2           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.


 


5.3           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.


 


Section 6.  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.


 


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Section 7.  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 8.  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 9.  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 10.  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 attorneys’ fees and legal expenses) 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 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 11.  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 12.  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.


 


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Section 13.  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.


 


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


 


 


	
   

  	
  MARTEN
  TRANSPORT, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Franklin
  J. Foster

  	
   

  
	
   

  	
  Title: Vice
  President - Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  In its
  individual corporate capacity and as Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  J. Reymann

  	
   

  
	
   

  	
  Title:
  Senior Vice President

  
					



 


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Schedule I


to the Credit Agreement


 


	
  Name and Notice

  Address of Bank:

  	
   

  	
  Revolving Commitment

  Amount:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S. Bank National Association

  	
   

  	
  $45,000,000

  	
   

  
	
  BC-MN-H03P

  	
   

  	
   

  	
   

  
	
  800 Nicollet Mall

  	
   

  	
   

  	
   

  
	
  Minneapolis, MN 55402

  	
   

  	
   

  	
   

  
	
  Attention: Michael J. Reymann

  	
   

  	
   

  	
   

  



 


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