Item 1.01. Entry into a Material Definitive Agreement.

On March 1, 2022, Marten Transport, Ltd. ("Marten") entered into a Twelfth Amendment to Credit Agreement (the "Amendment") with U.S. Bank National Association, as agent (the "Agent"), and certain lenders party thereto (collectively, the "Lenders"). The Amendment amends that certain Credit Agreement, dated as of August 31, 2006, entered into by and among Marten, the Agent, and the Lenders (the "Original Agreement"), as modified by amendments dated as of January 1, 2007, November 30, 2007, May 27, 2011, December 10, 2012, December 22, 2014, November 4, 2015, December 6, 2016, August 24, 2018, August 13, 2019, November 18, 2020 and August 17, 2021 (collectively, the "Prior Amendments" and, together with the Original Agreement, the "Current Credit Agreement"). Marten previously filed copies of the Original Agreement and the Prior Amendments with the Securities and Exchange Commission.

The Amendment waives the limitations of certain restrictive payments under the Current Credit Agreement through December 31, 2022 to allow for stock redemptions and dividends in excess of 25% of Marten's total consolidated net income for its most recent prior fiscal year in a total amount of up to $80,000,000. In addition, the Amendment converts the benchmark rate from LIBOR to term SOFR (as defined in the Current Credit Agreement, as amended by the Amendment) and provides: (a) for a separate margin for each available interest period to be added to the term SOFR benchmark rate to yield the total applicable interest rate, which in each case is greater than the margin for the previously applicable LIBOR benchmark rate, and (b) that the applicable margin increases with increases in the cash flow leverage ratio (as defined in the Current Credit Agreement, as amended by the Amendment). The Amendment eliminates the availability of two (2) month interest periods. The Amendment also provides a mechanism for determining the interest rate should term SOFR no longer be available for determining the applicable interest rate. The obligations arising under the revolving credit facility continue to be guaranteed by each of Marten's existing subsidiaries.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described under Item 1.01 "Entry into a Material Definitive Agreement" is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.



  (a) Financial Statements of Businesses Acquired.



    Not Applicable.




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(b) Pro Forma Financial Information.





    Not Applicable.


(c) Shell Company Transactions.





    Not Applicable.



  (d) Exhibits.



 Exhibit No.   Description

     10.1        Twelfth Amendment to Credit Agreement, dated as of March 1,
               2022, by and among Marten Transport, Ltd., as borrower, the banks
               party thereto as lenders, and U.S. Bank National Association, as
               agent for the lenders (included herewith).

     104       Cover Page Interactive Data File (embedded within the Inline XBRL
               document).



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