Note Purchase Agreement



 EXHIBIT 4.6.10 

  
  
 OLD DOMINION FREIGHT LINE, INC. 
  
 $50,000,000 4.68% Series A Senior Notes, Tranche A, 
 due February 25, 2015 

 
 $25,000,000 4.68% Series A Senior Notes, Tranche B, 
 due February 25, 2015 
  

  
 NOTE PURCHASE
AGREEMENT 
  

  
 DATED AS OF FEBRUARY 25, 2005 
  
  








 TABLE OF CONTENTS 
  

					
	 SECTION

	 	 HEADING

	  	PAGE


			
	SECTION 1.	 	 AUTHORIZATION OF NOTES
	  	1
			
	 Section 1.1.
	 	 Description of Notes
	  	1
	 Section 1.2.
	 	 Interest Rate
	  	2
			
	SECTION 2.	 	 SALE AND PURCHASE OF NOTES
	  	2
			
	 Section 2.1.
	 	 Series A Notes
	  	2
	 Section 2.2.
	 	 Additional Series of Notes
	  	2
	 Section 2.3.
	 	 Subsidiary Guaranty
	  	4
			
	SECTION 3.	 	 CLOSING
	  	4
			
	SECTION 4.	 	 CONDITIONS TO CLOSING
	  	5
			
	 Section 4.1.
	 	 Representations and Warranties
	  	5
	 Section 4.2.
	 	 Performance; No Default
	  	5
	 Section 4.3.
	 	 Compliance Certificates
	  	5
	 Section 4.4.
	 	 Opinions of Counsel
	  	6
	 Section 4.5.
	 	 Purchase Permitted By Applicable Law, Etc
	  	6
	 Section 4.6.
	 	 Sale of Other Notes
	  	6
	 Section 4.7.
	 	 Payment of Special Counsel Fees
	  	6
	 Section 4.8.
	 	 Private Placement Number
	  	6
	 Section 4.9.
	 	 Changes in Corporate Structure
	  	6
	 Section 4.10.
	 	 Subsidiary Guaranty
	  	7
	 Section 4.11.
	 	 Funding Instructions
	  	7
	 Section 4.12.
	 	 Proceedings and Documents
	  	7
			
	SECTION 5.	 	 REPRESENTATIONS AND WARRANTIES OF THE
COMPANY
	  	7
			
	 Section 5.1.
	 	 Organization; Power and Authority
	  	7
	 Section 5.2.
	 	 Authorization, Etc
	  	7
	 Section 5.3.
	 	 Disclosure
	  	8
	 Section 5.4.
	 	 Organization and Ownership of Shares of Subsidiaries; Affiliates
	  	8
	 Section 5.5.
	 	 Financial Statements; Material Liabilities
	  	9
	 Section 5.6.
	 	 Compliance with Laws, Other Instruments, Etc
	  	9
	 Section 5.7.
	 	 Governmental Authorizations, Etc
	  	9
	 Section 5.8.
	 	 Litigation; Observance of Agreements, Statutes and Orders
	  	9
	 Section 5.9.
	 	 Taxes
	  	10
	 Section 5.10.
	 	 Title to Property; Leases
	  	10
	 Section 5.11.
	 	 Licenses, Permits, Etc
	  	10
	 Section 5.12.
	 	 Compliance with ERISA
	  	10
	 Section 5.13.
	 	 Private Offering by the Company
	  	11

  

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	 Section 5.14.
	 	 Use of Proceeds; Margin Regulations
	  	11
	 Section 5.15.
	 	 Existing Debt; Future Liens
	  	12
	 Section 5.16.
	 	 Foreign Assets Control Regulations, Etc
	  	12
	 Section 5.17.
	 	 Status under Certain Statutes
	  	13
	 Section 5.18.
	 	 Environmental Matters
	  	13
	 Section 5.19.
	 	 Notes Rank Pari Passu
	  	13
			
	 SECTION 6.
	 	 REPRESENTATIONS OF THE PURCHASER
	  	13
			
	 Section 6.1.
	 	 Purchase for Investment
	  	13
	 Section 6.2.
	 	 Accredited Investor
	  	14
	 Section 6.3.
	 	 Source of Funds
	  	14
			
	 SECTION 7.
	 	 INFORMATION AS TO COMPANY
	  	15
			
	 Section 7.1.
	 	 Financial and Business Information
	  	15
	 Section 7.2.
	 	 Officer’s Certificate
	  	18
	 Section 7.3.
	 	 Visitation
	  	18
			
	 SECTION 8.
	 	 PAYMENT OF THE NOTES
	  	19
			
	 Section 8.1.
	 	 Required Prepayments
	  	19
	 Section 8.2.
	 	 Optional Prepayments with Make-Whole Amount
	  	19
	 Section 8.3.
	 	 Allocation of Partial Prepayments
	  	20
	 Section 8.4.
	 	 Maturity; Surrender, Etc.
	  	20
	 Section 8.5.
	 	 Purchase of Notes
	  	20
	 Section 8.6.
	 	 Make-Whole Amount for the Series A Notes
	  	20
			
	 SECTION 9.
	 	 AFFIRMATIVE COVENANTS
	  	22
			
	 Section 9.1.
	 	 Compliance with Law
	  	22
	 Section 9.2.
	 	 Insurance
	  	22
	 Section 9.3.
	 	 Maintenance of Properties
	  	22
	 Section 9.4.
	 	 Payment of Taxes and Claims
	  	22
	 Section 9.5.
	 	 Corporate Existence, Etc
	  	23
	 Section 9.6.
	 	 Notes to Rank Pari Passu
	  	23
	 Section 9.7.
	 	 Additional Subsidiary Guarantors
	  	23
	 Section 9.8.
	 	 Books and Records
	  	24
			
	 SECTION 10.
	 	 NEGATIVE COVENANTS
	  	24
			
	 Section 10.1.
	 	 Fixed Charges Coverage Ratio
	  	24
	 Section 10.2.
	 	 Consolidated Debt to Consolidated Total Capitalization
	  	24
	 Section 10.3.
	 	 Priority Debt
	  	24
	 Section 10.4.
	 	 Limitation on Liens
	  	24
	 Section 10.5.
	 	 Sales of Asset
	  	26
	 Section 10.6.
	 	 Merger and Consolidation
	  	27
	 Section 10.7.
	 	 Transactions with Affiliates
	  	28

  

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	SECTION 11.	 	 EVENTS OF DEFAULT
	  	28
			
	SECTION 12.	 	 REMEDIES ON DEFAULT, ETC
	  	31
			
	 Section 12.1.
	 	 Acceleration
	  	31
	 Section 12.2.
	 	 Other Remedies
	  	31
	 Section 12.3.
	 	 Rescission
	  	31
	 Section 12.4.
	 	 No Waivers or Election of Remedies, Expenses, Etc
	  	32
			
	SECTION 13.	 	 REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES
	  	32
			
	 Section 13.1.
	 	 Registration of Notes
	  	32
	 Section 13.2.
	 	 Transfer and Exchange of Notes
	  	32
	 Section 13.3.
	 	 Transfer Restrictions
	  	33
	 Section 13.4.
	 	 Replacement of Notes
	  	33
			
	SECTION 14.	 	 PAYMENTS ON NOTES
	  	34
			
	 Section 14.1.
	 	 Place of Payment
	  	34
	 Section 14.2.
	 	 Home Office Payment
	  	34
			
	 SECTION 15.
	 	 EXPENSES, ETC
	  	34
			
	 Section 15.1.
	 	 Transaction Expenses
	  	34
	 Section 15.2.
	 	 Survival
	  	35
			
	SECTION 16.	 	 SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT
	  	35
			
	SECTION 17.	 	 AMENDMENT AND WAIVER
	  	35
			
	 Section 17.1.
	 	 Requirements
	  	35
	 Section 17.2.
	 	 Solicitation of Holders of Notes
	  	36
	 Section 17.3.
	 	 Binding Effect, Etc
	  	36
	 Section 17.4.
	 	 Notes Held by Company, Etc
	  	37
			
	SECTION 18.	 	 NOTICES
	  	37
			
	SECTION 19.	 	 REPRODUCTION OF DOCUMENTS
	  	37
			
	SECTION 20.	 	 CONFIDENTIAL INFORMATION
	  	38
			
	SECTION 21.	 	 SUBSTITUTION OF PURCHASER
	  	39
			
	SECTION 22.	 	 MISCELLANEOUS
	  	39
			
	 Section 22.1.
	 	 Successors and Assigns
	  	39

  

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	 Section 22.2.
	 	 Payments Due on Non-Business Days
	  	39
	 Section 22.3.
	 	 Accounting Terms
	  	40
	 Section 22.4.
	 	 Severability
	  	40
	 Section 22.5.
	 	 Construction
	  	40
	 Section 22.6.
	 	 Counterparts
	  	40
	 Section 22.7.
	 	 Governing Law
	  	40
	 Section 22.8.
	 	 Jurisdiction and Process; Waiver of Jury Trial
	  	40

  

					
	SCHEDULE A	  	—	  	 INFORMATION RELATING TO PURCHASERS

			
	SCHEDULE B	  	—	  	 DEFINED TERMS

			
	SCHEDULE 4.9	  	—	  	 Changes in Corporate Structure

			
	SCHEDULE 5.4	  	—	  	 Subsidiaries of the Company, Ownership of Subsidiary Stock, Affiliates

			
	SCHEDULE 5.5	  	—	  	 Financial Statements

			
	SCHEDULE 5.11	  	—	  	 Licenses, Permits, Etc.

			
	SCHEDULE 5.15	  	—	  	 Existing Debt

			
	SCHEDULE 10.4	  	—	  	 Existing Liens

			
	SCHEDULE B	  	—	  	 Existing Investments

			
	EXHIBIT 1	  	—	  	 Form of 4.68% Series A Senior Notes, Tranche A, due February 25, 2015

			
	EXHIBIT 2	  	—	  	 Form of 4.68% Series A Senior Notes, Tranche B, due February25, 2015

			
	EXHIBIT 2.3	  	—	  	 Form of Subsidiary Guaranty

			
	EXHIBIT 4.4(a)	  	—	  	 Form of Opinion of General Counsel to the Company

			
	EXHIBIT 4.4(b)	  	—	  	 Form of Opinion of Special Counsel to the Company

			
	EXHIBIT 4.4(c)	  	—	  	 Form of Opinion of Special Counsel to the Purchasers

			
	EXHIBIT S	  	—	  	 Form of Supplement to Note Purchase Agreement

			
	EXHIBIT 8.8(b)	  	—	  	 Form of Opinion of Special Counsel to the Company


  
  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 OLD DOMINION FREIGHT LINE,
INC. 
 500 OLD DOMINION WAY 
 THOMASVILLE, NORTH CAROLINA 27360 
  
 $50,000,000 4.68% SERIES A SENIOR NOTES, TRANCHE A,
DUE FEBRUARY 25, 2015 
  
 $25,000,000
4.68% SERIES A SENIOR NOTES, TRANCHE B, DUE FEBRUARY 25, 2015 
  
 Dated as of 
 February 25, 2005 
  
 TO THE PURCHASERS LISTED
IN 
 THE ATTACHED SCHEDULE A: 
  
 Ladies and Gentlemen: 
  
 OLD DOMINION FREIGHT LINE, INC., a Virginia
corporation (the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows: 
  
 SECTION 1. AUTHORIZATION OF
NOTES. 
  
 Section 1.1. Description of
Notes. The Company will authorize the issue and sale of the following Senior Notes: 
  

									
	 Issue

	  	Series and/or Tranche

	  	Aggregate Principal
Amount

	  	Interest Rate

	 	Maturity Date


	 Senior Notes
	  	Series A,
Tranche A	  	$50,000,000	  	4.68%	 	February 25,
2015
					
	 Senior Notes
	  	Series A,
Tranche B	  	$25,000,000	  	4.68%	 	February 25,
2015

  
 The Senior Notes
described above (collectively the “Series A Notes”) together with each Series of Additional Notes which may from time to time be issued pursuant to the provisions of Section 2.2 are collectively referred to as the
“Notes” (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Tranche A Notes and the Tranche B Notes shall be substantially in the form set out in Exhibit 1,
with such 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B;
references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. 
  
 Section 1.2. Interest Rate. (a) The Series A Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) on the
unpaid principal thereof from the date of issuance at their respective stated rate of interest payable semi-annually in arrears on the 25th day of February and August and at maturity commencing on August 25, 2005, until such principal sum shall have
become due and payable (whether at maturity, upon notice of prepayment or otherwise) and interest (so computed) on any overdue principal, interest or Make-Whole Amount from the due date thereof (whether by acceleration or otherwise) at the
applicable Default Rate until paid. 
  
 SECTION 2.
SALE AND PURCHASE OF NOTES. 
  
 Section 2.1. Series A Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each
Purchaser will purchase from the Company, at the Closing provided for in Section 3, the Series A Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof.
The obligations of each Purchaser hereunder are several and not joint obligations and each Purchaser shall have no obligation and no liability to any Person for the performance or nonperformance by any other Purchaser hereunder. 
  
 Section 2.2. Additional Series of Notes. The Company may, from time to
time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a “Supplement”)
substantially in the form of Exhibit S, provided that the aggregate principal amount of Notes of all Series issued pursuant to all Supplements in accordance with the terms of this Section 2.2 shall not exceed $300,000,000. Each additional
Series of Notes (the “Additional Notes”) issued pursuant to a Supplement shall be subject to the following terms and conditions: 
  
 (i) each Series of Additional Notes, when so issued, shall be differentiated from all previous Series by sequential alphabetical
designation inscribed thereon; 
  
 (ii)
Additional Notes of the same Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or
payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series; 
  
 (iii) each Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates,
be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants as shall be specified
in the Supplement under which such Additional 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
Notes are issued and upon execution of any such Supplement, this Agreement shall be amended (a) to reflect such additional covenants without further action
on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants shall inure to the benefit of all holders of Notes so long as any Additional Notes issued pursuant to such Supplement
remain outstanding, and (b) to reflect such representations and warranties as are contained in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16; 
  
 (iv) each Series of Additional Notes issued under this
Agreement shall be in substantially the form of Exhibit 1 to Exhibit S hereto with such variations, omissions and insertions as are necessary or permitted hereunder; 
  
 (v) the minimum principal amount of any Note issued under a Supplement shall be $100,000, except as may be
necessary to evidence the outstanding amount of any Note originally issued in a denomination of $100,000 or more; 
  
 (vi) all Additional Notes shall constitute Senior Debt of the Company and shall rank pari passu with all other outstanding Notes;
and 
  
 (vii) no Additional Notes shall be issued
hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing. 
  
 The obligations of the Additional Purchasers to purchase any Additional Notes shall be subject to the following conditions
precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued: 
  
 (a) Compliance Certificate. A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser and
each holder of Notes an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the
information and computations (in sufficient detail) required in order to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance
with the requirements of Section 10.2 on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate). 
  
 (b) Execution and Delivery of Supplement. The Company and each such Additional Purchaser shall
execute and deliver a Supplement substantially in the form of Exhibit S hereto. 
  
 (c) Representations of Additional Purchasers. Each Additional Purchaser shall have confirmed in the Supplement that the
representations set forth in Section 6 are true with respect to such Additional Purchaser on and as of the date of issue of the Additional Notes. 
  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 (d) Execution and Delivery of Guaranty Ratification. Provided a Collateral
Release shall not have occurred, each Subsidiary Guarantor shall execute and deliver a Guaranty Ratification in the form attached to the Subsidiary Guaranty. 
  
 Section 2.3. Subsidiary Guaranty. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of
its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Subsidiary Guarantors pursuant to the Subsidiary Guaranty Agreement dated as of even date herewith, which shall be substantially in the form of Exhibit 2.3
attached hereto, and otherwise in accordance with the provisions of Section 9.7 hereof (the “Subsidiary Guaranty”). 
  
 (b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guaranty upon the written request of the Company,
provided that (i) such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guaranty) as an obligor and guarantor under and
in respect of the Bank Credit Agreement and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible
Officer to the holders of the Notes stating that no Default or Event of Default exists, and (iii) if any fee or other form of consideration is given to any holder of Debt of the Company expressly for the purpose of such release, holders of the Notes
shall receive equivalent consideration (a “Collateral Release”). 
  
 SECTION 3. CLOSING. 
  
 The sale and purchase of the Tranche A Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603 at 10:00 a.m. Chicago time, at a closing (the
“Tranche A Closing”) on February 25, 2005 or on such other Business Day thereafter on or prior to March 31, 2005 as may be agreed upon by the Company and the Purchasers. The sale and purchase of the Tranche B Notes to be purchased
by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603 at 10:00 a.m. Chicago time, at a closing (the “Tranche B Closing” and together with the Tranche A Closing each,
a “Closing” and together, the “Closing Dates”) on May 25, 2005 or on such other Business Day thereafter as may be agreed upon by the Company and the Purchasers of the Tranche B Notes. On each Closing Date, the
Company will deliver to each Purchaser the Series A Notes to be purchased by such Purchaser in the form of a single Series A Note (or such greater number of Series A Notes in denominations of at least $100,000 as such Purchaser may request) dated
the date of such Closing Date and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase
price therefor by wire transfer of immediately available funds for the account of the Company to Account Number 2073781132196 at WACHOVIA BANK, N.A., CHARLOTTE, NORTH
CAROLINA, ABA # 053000219, in the Account Name of “Old Dominion Freight Line, Inc.” If, on the Closing Date, the Company shall fail to tender such Series A Notes to any Purchaser as provided above in this Section 3, or any
of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such
nonfulfillment. 
  
 SECTION 4. CONDITIONS
TO CLOSING. 
  
 Each
Purchaser’s obligation to purchase and pay for the Series A Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions
applicable to the Closing Date: 
  
 Section 4.1.
Representations and Warranties. 
  
 (a) Representations
and Warranties of the Company. The representations and warranties of the Company in this Agreement shall be correct when made and at the time of each Closing. 
  
 (b) Representations and Warranties of the Subsidiary Guarantors. The representations and warranties of the Subsidiary
Guarantors in the Subsidiary Guaranty shall be correct when made and at the time of each Closing. 
  
 Section 4.2. Performance; No Default. The Company and each Subsidiary Guarantor shall have performed and complied with all agreements
and conditions contained in this Agreement and the Subsidiary Guaranty required to be performed or complied with by the Company and each such Subsidiary Guarantor prior to or at each Closing, and after giving effect to the issue and sale of the
Series A Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since
the date of the Memorandum that would have been prohibited by Section 10 hereof had such Sections applied since such date. 
  
 Section 4.3. Compliance Certificates. 
  
 (a) Officer’s Certificate of the Company. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing
Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. 
  
 (b) Secretary’s Certificate of the Company. The Company shall have delivered to such Purchaser a certificate, dated the Closing Date,
certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series A Notes and this Agreement. 
  
 (c) Officer’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall have delivered to such
Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1(b), 4.2 and 4.9 have been fulfilled. 
  

(d) Secretary’s Certificate of the Subsidiary Guarantors. Each Subsidiary Guarantor shall have delivered to such Purchaser a certificate,
dated the Closing Date, certifying as to the 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Subsidiary Guaranty. 
  
 Section 4.4. Opinions of Counsel. Such Purchaser shall
have received opinions in form and substance satisfactory to such Purchaser, dated the Closing Date (a) from Joel McCarty, General Counsel of the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to
the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), (b) from Womble Carlyle Sandridge & Rice, PLLC, special North
Carolina counsel for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby
instructs its counsel to deliver such opinion to the Purchasers), and (c) from Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such
other matters incident to such transactions as such Purchaser may reasonably request. 
  
 Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of each Closing such Purchaser’s purchase of Series A Notes shall (a) be permitted by the laws and regulations of each
jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the
particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability
under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of
fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted. 
  
 Section 4.6. Sale of Other Notes. Contemporaneously with each Closing the Company shall sell to each other Purchaser and each other
Purchaser shall purchase the Series A Notes to be purchased by it at such Closing as specified in Schedule A. 
  
 Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before each
Closing Date, the reasonable fees, reasonable charges and reasonable disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one
Business Day prior to each Closing Date. 
  
 Section
4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have
been obtained for each tranche of Notes. 
  
 Section 4.9.
Changes in Corporate Structure. Neither the Company nor any Subsidiary Guarantor shall have changed its jurisdiction of organization or, except as reflected in Schedule 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
4.9, been a party to any merger or consolidation, or shall have succeeded to all or any substantial part of the liabilities of any other entity, at any time
following the date of the most recent financial statements referred to in Schedule 5.5. 
  
 Section 4.10. Subsidiary Guaranty. The Subsidiary Guaranty shall have been duly authorized, executed and delivered by each Subsidiary Guarantor, shall constitute the legal, valid and binding contract and
agreement of each Subsidiary Guarantor and such Purchaser shall have received a true, correct and complete copy thereof. 
  
 Section 4.11. Funding Instructions. At least three Business Days prior to the date of each Closing, each Purchaser shall have
received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and
(iii) the account name and number into which the purchase price for the Series A Notes is to be deposited. 
  
 Section 4.12. Proceedings and Documents. All corporate and other organizational proceedings in connection with the transactions
contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart
originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. 
  
 SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

  
 The Company represents and warrants to each Purchaser that:

  
 Section 5.1. Organization; Power and Authority. The
Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has
the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Series A Notes and to
perform the provisions hereof and thereof. 
  
 Section 5.2.
Authorization, Etc. This Agreement and the Notes to be issued on each Closing Date have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery
thereof each such Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Section 5.3. Disclosure. The Company, through its agent, Banc of America
Securities LLC, has delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated February, 2005 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in
all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries. This Agreement, the Memorandum, the documents, certificates or other writings delivered to the Purchasers by or on behalf of the
Company in connection with the transactions contemplated hereby and the financial statements listed in Schedule 5.5, in each case, delivered to the Purchasers prior to February 8, 2005 (this Agreement, the Memorandum and such documents, certificates
or other writings and such financial statements being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2003, there has been no change in the financial condition, operations,
business or properties of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that would reasonably be
expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents. 
  
 Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein)
complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other Subsidiary, and all other Investments of the Company and its Subsidiaries, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior
officers. 
  
 (b) All of the outstanding shares of capital stock
or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of
any Lien (except as otherwise disclosed in Schedule 5.4). 
  
 (c)
Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and
proposes to transact. 
  
 (d) No Subsidiary is a party to, or
otherwise subject to, any legal restriction or any agreement (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Subsidiary to pay dividends
out of profits or make any other similar distributions of profits to the Company or any 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary. 
  
 Section 5.5. Financial Statements; Material Liabilities.
The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present
in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so
specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The
Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents. 
  
 Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by
the Company of this Agreement and the Series A Notes will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any
indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of
their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to
the Company or any Subsidiary, or (c) violate any provision of any material statute or other material rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary. 
  
 Section 5.7. Governmental Authorizations, Etc. No consent,
approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Series A Notes. 
  
 Section 5.8. Litigation; Observance of Agreements, Statutes and
Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any
court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 
  
 (b) Neither the Company nor any Subsidiary is in default under any term of
any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation
(including without limitation Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 
  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns
that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such
taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of
which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any
other tax or assessment that would reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of federal, state or other taxes for all fiscal periods are
adequate. The federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year
ended December 31, 2000. 
  
 Section 5.10. Title to Property;
Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties which the Company and its Subsidiaries own or purport to own that individually or in the aggregate are Material, including all such
properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects. 
  
 Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule
5.11, 
  
 (a) the Company and its Subsidiaries
own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict
with the rights of others; 
  
 (b) to the best
knowledge of the Company, no product of the Company or any of its Subsidiaries infringes in any Material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other
right owned by any other Person; and 
  
 (c) to
the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right
owned or used by the Company or any of its Subsidiaries. 
  
 Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not
resulted in and would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in
section 3 of ERISA), and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of
the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than
such liabilities or Liens as would not be individually or in the aggregate Material. 
  
 (b) Neither the Company nor any ERISA Affiliate maintains, contributes to or has any liability with respect to any Plan, which is subject to Title IV of ERISA. 
  
 (c) The Company and its ERISA Affiliates have not incurred any withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. 
  
 (d) The expected post-retirement benefit obligation (determined as of the
last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of
the Company and its Subsidiaries is not Material. 
  
 (e) The
execution and delivery of this Agreement and the issuance and sale of the Series A Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax would be imposed
pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of each Purchaser’s representation in Section 6.2 as to the
sources of the funds to be used to pay the purchase price of the Series A Notes to be purchased by such Purchaser. 
  
 Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on the Company’s behalf has offered the
Series A Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 1 other Institutional
Investors, each of which has been offered the Series A Notes in connection with a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the
Series A Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction. 
  
 Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the
Series A Notes to refinance existing indebtedness and for general corporate purposes of the Company. No part of the proceeds from the sale of the Series A Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying
any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a
violation of Regulation X of said Board 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
(12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of
the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms
“margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U. 
  
 Section 5.15. Existing Debt; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding
Debt of the Company and its Subsidiaries as of December 31, 2004, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Subsidiaries.
Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary, and no event or condition exists with respect to any
Debt of the Company or any Subsidiary, that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled
dates of payment. 
  
 (b) Except as disclosed in Schedule 5.15,
neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by
Section 10.4. 
  
 (c) Neither the Company nor any Subsidiary is a
party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational
document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company, except as specifically indicated in Schedule 5.15. 
  
 Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the sale of the Series A Notes by
the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
or any enabling legislation or executive order relating thereto. 
  
 (b) Neither the Company nor any Subsidiary is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order. The Company
and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act. 
  
 (c) No part of the proceeds from the sale of the Series A Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as
amended, assuming in all cases that such Act applies to the Company. 
  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Section 5.17. Status under Certain Statutes. Neither the Company nor any
Subsidiary is an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, or is subject to regulation under the Public Utility Holding Company Act of 1935, as amended, the ICC
Termination Act of 1995, as amended, or the Federal Power Act, as amended. 
  
 Section 5.18. Environmental Matters. (a) Neither the Company nor any Subsidiary has knowledge of any liability or has received any notice of any liability, and no proceeding has been instituted raising any
liability against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them, or other assets, alleging any damage to the environment or violation of any Environmental
Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect. 
  
 (b) Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any liability, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as would not
reasonably be expected to result in a Material Adverse Effect. 
  
 (c) Neither the Company nor any of its Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them or has disposed of any Hazardous Materials in each case in a manner contrary
to any Environmental Laws in each case in any manner that would reasonably be expected to result in a Material Adverse Effect. 
  
 (d) All buildings on all real properties now owned, leased or operated by the Company or any of its Subsidiaries are in compliance with applicable
Environmental Laws, except where failure to comply would not reasonably be expected to result in a Material Adverse Effect. 
  
 Section 5.19. Notes Rank Pari Passu. The obligations of the Company under this Agreement and the Notes rank pari passu in right of payment
with all other senior unsecured Debt (actual or contingent) of the Company, including, without limitation, all senior unsecured Debt of the Company described in Schedule 5.15 hereto. 
  
 SECTION 6. REPRESENTATIONS OF THE PURCHASER. 
  
 Section 6.1. Purchase for Investment. Each Purchaser
severally represents that it is purchasing the Series A Notes for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds and not with a view to the distribution thereof (other
than any Notes purchased by Banc of America Securities LLC on the Closing Date which are intended to be resold to a “qualified institutional buyer” pursuant to Rule 144A of the Securities Act), provided that the disposition of such
Purchaser’s or such pension or trust funds’ property shall at all times be within such Purchaser’s or such pension or trust funds’ control. Each Purchaser understands that the Series A Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an
exemption is required by law, and that the Company is not required to register the Series A Notes. 
  
 Section 6.2. Accredited Investor. Each Purchaser represents that it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
or (7) of Regulation D under the Securities Act acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are also “accredited investors”). Each Purchaser further represents that
such Purchaser has had the opportunity to ask questions of the Company and received answers concerning the terms and conditions of the sale of the Series A Notes. 
  
 Section 6.3. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an
accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Series A Notes to be purchased by such Purchaser hereunder: 
  
 (a) the Source is an “insurance company general
account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the
reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general
account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

  
 (b) the Source is a separate account that is
maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any
participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or 
  
 (c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective
investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee
organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or 
  
 (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM
Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established
or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such
QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or
more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d); or

  
 (e) the Source constitutes assets of a
“plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM exemption), the conditions
of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest
in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or 
  
 (f) the Source is a governmental plan; or 
  
 (g) the Source is one or more employee benefit plans, or a
separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or 
  
 (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the
coverage of ERISA. 
  
 As used in this Section 6.3, the terms “employee
benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA. 
  
 SECTION 7. INFORMATION AS TO COMPANY. 
  
 Section 7.1. Financial and Business Information. The Company shall
deliver to each holder of Notes that is an Institutional Investor: 
  
 (a) Quarterly Statements — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year),

  
 (i) a consolidated balance sheet of the
Company and its Subsidiaries as at the end of such quarter, and 
  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 (ii) consolidated statements of income, changes in shareholders’ equity and cash
flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, 
  
 setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in
reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being
reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that filing with the Securities and Exchange Commission within the time period specified above the Company’s
Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and on its home page on the worldwide web (at the date of this Agreement located at: http//www.odfl.com) (such availability thereof being referred to as
“Electronic Delivery”); shall be deemed to satisfy the requirements of this Section 7.1(a); 
  
 (b) Annual Statements — within 105 days after the end of each fiscal year of the Company, 
  
 (i) a consolidated balance sheet of the Company and its
Subsidiaries, as at the end of such year, and 
  
 (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year, 
  
 setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of
the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance
with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that filing with the Securities and Exchange Commission within the time period specified above of the
Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor;
shall be deemed to satisfy the requirements of this Section 7.1(b) if it shall have timely made Electronic Delivery thereof; 
  
 (c) SEC and Other Reports — in addition to the filings referred to in Section 7.1(a) and (b) above, promptly upon their
becoming available and, to the extent applicable, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all
amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that
are Material provided that the Company shall be deemed to have made such delivery of such filings if it shall have timely made Electronic Delivery thereof and shall have given each Purchaser notice of such availability on “EDGAR” and on
its home page in connection with each delivery; 
  
 (d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Responsible Officer becomes aware of the existence of any Default or Event of Default or that any Person has given any
notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and
period of existence thereof and what action the Company is taking or proposes to take with respect thereto; 
  
 (e) ERISA Matters — promptly, and in any event within five Business Days after a Responsible Officer becomes aware of any of
the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: 
  
 (i) with respect to any Plan, any reportable event, as defined in Section 4043(c) of ERISA and the
regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date thereof; or 
  
 (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such
Multiemployer Plan; or 
  
 (iii) any event,
transaction or condition that would result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the imposition of a penalty or excise tax under the provisions of the Code relating to employee
benefit plans, or the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with
any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; 
  
 (f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice
to the Company or any Subsidiary 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to have
a Material Adverse Effect; 
  
 (g) Supplements
— promptly and in any event within 10 Business Days after the execution and delivery of any Supplement, a copy thereof; and 
  
 (h) Requested Information — with reasonable promptness, such other data and information relating to the business, operations,
affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any
such holder of Notes. 
  
 Section 7.2. Officer’s
Certificate. Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth: 
  
 (a) Covenant Compliance — the information
required in order to establish whether the Company was in compliance with the requirements of Section 10.1 through Section 10.6 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with
respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in
existence); and 
  
 (b) Event of Default
— a statement that such officer has reviewed the relevant terms hereof and such review shall not have disclosed the existence during the quarterly or annual period covered by the statements then being furnished of any condition or event that
constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

  
 Section 7.3. Visitation. The Company shall permit the
representatives of each holder of Notes that is an Institutional Investor: 
  
 (a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to
discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the
consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

  

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 (b) Default — if a Default or Event of Default then exists, at the
expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and
its Subsidiaries), all at such times and as often as may be requested. 
  
 SECTION 8. PAYMENT OF THE NOTES. 
  
 Section 8.1. Required Prepayments. (a) On February 25, 2009 and on each February 25 thereafter to and including February 25, 2014, the
Company will prepay $7,142,857 principal amount (or such lesser principal amount as shall then be outstanding) of the Tranche A Notes at par and without payment of the Make-Whole Amount or any premium. The entire unpaid principal amount of the
Tranche A Notes shall become due and payable on February 25, 2015. 
  
 (b) On February 25, 2009 and on each February 25 thereafter to and including February 25, 2014, the Company will prepay $3,571,428 principal amount (or such lesser principal amount as shall then be outstanding) of the Tranche
B Notes at par and without payment of the Make-Whole Amount or any premium. The entire unpaid principal amount of the Tranche B Notes shall become due and payable on February 25, 2015. 
  
 (c) Upon any partial prepayment of the Series A Notes pursuant to Section 8.2 or any purchase of less that all the Series A
Notes pursuant to Section 8.5, the principal amount of each required prepayment of the Series A Notes becoming due under this Section 8.1 on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate
unpaid principal amount of the Series A Notes is reduced as a result of such prepayment or purchase. 
  
 Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or
from time to time any part of the Notes of all Series, in an amount not less than 10% of the original aggregate principal amount of the Notes to be prepaid in the case of a partial prepayment (or such lesser amount as shall be required to effect a
partial prepayment resulting from an offer of prepayment pursuant to Section 10.5), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the applicable Make-Whole Amount determined
for the prepayment date with respect to such principal amount of each Note then outstanding. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days
prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Notes of each Series to be prepaid on such date, the principal amount of each Note of each Series held by such holder to be
prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated
respective Make-Whole Amount due in connection with such prepayment (calculated as if the date of such 

  

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notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver
to each holder of Notes of the Series to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date. 
  
 Section 8.3. Allocation of Partial Prepayments. In the case of each
partial prepayment of the Notes pursuant to the provisions of Section 8.2, the principal amount of the Notes shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof. All regularly scheduled partial prepayments made with respect to any Series of Additional Notes pursuant to any Supplement shall be allocated as provided therein. 
  
 Section 8.4. Maturity; Surrender, Etc. In the case of each prepayment
of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the
applicable Make-Whole Amount. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount as aforesaid, interest on such principal amount shall cease
to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note. 
  
 Section 8.5. Purchase of Notes. The Company will not and will not
permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes of any Series in accordance with the terms of this
Agreement (including any Supplement hereto) and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes of all Series made by the Company or an Affiliate pro rata to the holders of the Notes of all Series upon the same terms
and conditions (except that if such Series has more than one separate tranche, such written offer shall be allocated among all of the separate tranches of such Series at the time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof but such written offer may otherwise differ among such separate tranches and such written offer shall be made pro rata to the holders of the same tranches of such Series upon the same terms and conditions). The
Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

  
 Section 8.6. Make-Whole Amount for the Series A Notes.
The term “Make-Whole Amount” means with respect to any Series A Note an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series A Note,
minus the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings with respect to
the Called Principal of such Series A Note: 
  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 “Called Principal” means, the principal of the Series A Note that is
to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 
  
 “Discounted Value” means, the amount obtained by discounting all Remaining Scheduled Payments from their respective
scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Series A Note is payable)
equal to the Reinvestment Yield. 
  
 “Reinvestment Yield” means, 0.50% plus the yield to maturity calculated by using (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date on screen
“PX-1” on the Bloomberg Financial Market Service (or such other information service as may replace Bloomberg) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of
such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so
reported as of the second Business Day preceding the Settlement Date, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date. In either case, the yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly on a straight line basis between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with
the maturity closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series A Note. 
  
 “Remaining Average Life” means, the number
of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment by (b) the number of years
(calculated to the nearest one-twelfth year) that will elapse between the Settlement Date and the scheduled due date of such Remaining Scheduled Payment. 
  
 “Remaining Scheduled Payments” means, all payments of such Called Principal and interest thereon that would be due after
the Settlement Date if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of such Series A Note,
then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1. 
  

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 “Settlement Date” means, the date on which such Called Principal is
to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires. 
  
 SECTION 9. AFFIRMATIVE COVENANTS. 
  

The Company covenants that so long as any of the Notes are outstanding: 
  
 Section 9.1. Compliance with Law. The Company will, and will cause each of its Subsidiaries to, comply with all laws,
ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits,
franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. 
  
 Section 9.2. Insurance.
The Company will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on
such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar
business and similarly situated except for any non-maintenance that would not reasonably be expected to have a Material Adverse Effect. 
  
 Section 9.3. Maintenance of Properties. The Company will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained
and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section
shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
  
 Section 9.4. Payment of Taxes and Claims. The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed
in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary
not permitted by Section 10.4, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely
basis in good faith and in appropriate 

  

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proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such
Subsidiary or (ii) the non-filing or nonpayment, as the case may be, of all such taxes and assessments in the aggregate would not reasonably be expected to have a Material Adverse Effect. 
  
 Section 9.5. Corporate Existence, Etc. Subject to Sections 10.5 and 10.6, the Company will at all times preserve and
keep in full force and effect its corporate existence, and will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Subsidiary) and all rights and
franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in
the aggregate, have a Material Adverse Effect. 
  
 Section 9.6.
Notes to Rank Pari Passu. The Notes and all other obligations under this Agreement of the Company are and at all times shall remain direct and unsecured obligations of the Company ranking pari passu as against the assets of the Company
with all other Notes from time to time issued and outstanding hereunder without any preference among themselves and pari passu with all other present and future unsecured Debt (actual or contingent) of the Company which is not expressed to be
subordinate or junior in rank to any other unsecured Debt of the Company. 
  
 Section 9.7. Additional Subsidiary Guarantors. The Company will cause any Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Debt in
respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and deliver to each of the holders of the Notes (concurrently with such Subsidiary becoming a party to the Bank Credit Agreement or the execution and delivery of any such
guarantee pursuant to the Bank Credit Agreement) the following items: 
  
 (a) a joinder agreement in respect of the Subsidiary Guaranty; 
  
 (b) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those
contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and 
  
 (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes satisfactory to the
Required Holders, to the effect that the Subsidiary Guaranty by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty constitutes the legal, valid and binding contract and agreement of such Person enforceable
in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles,
provided that such opinion may be limited to the laws of the State of North Carolina. 
  

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 Section 9.8. Books and Records. The Company will, and will cause each of its Subsidiaries to,
maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be. 
  
 SECTION 10. NEGATIVE COVENANTS. 
  
 The Company covenants that so long as any of the Notes are outstanding:

  
 Section 10.1. Fixed Charges Coverage Ratio. The
Company will not permit the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for each period of four consecutive fiscal quarters (calculated as at the end of each fiscal quarter for the four consecutive fiscal quarters then ended) to be
less than 1.75 to 1.00. 
  
 Section 10.2. Consolidated Debt to
Consolidated Total Capitalization. The Company will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to, any Debt, unless
on the date the Company or such Subsidiary becomes liable with respect to any such Debt and immediately after giving effect thereto and the concurrent retirement of any other Debt, 
  
 (a) no Default or Event of Default exists, and 
  
 (b) Consolidated Debt does not exceed 60% of Consolidated
Total Capitalization. 
  
 For the purposes of this Section 10.2, any Person
becoming a Subsidiary after the date hereof shall be deemed, at the time it becomes a Subsidiary, to have incurred all of its then outstanding Debt, and any Person extending, renewing or refunding any Debt shall be deemed to have incurred such Debt
at the time of such extension, renewal or refunding. 
  
 Section 10.3. Priority Debt. The Company will not at any time permit the aggregate amount of all Priority Debt to exceed 20% of Consolidated Net Worth, determined as of the end of the then most recently ended fiscal quarter of the
Company. 
  
 Section 10.4. Limitation on Liens. The Company
will not, and will not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any property or asset (including, without
limitation, any document or instrument in respect of goods or accounts receivable) of the Company or any such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to
receive income or profits (unless it makes, or causes to be made, effective provision whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured, such security to be pursuant to an agreement reasonably
satisfactory to the Required Holders and, in any such case, the Notes shall have the benefit, to the fullest extent that, and with such priority as, the holders of the Notes may be entitled under applicable law, of an equitable Lien on such
property), except: 
  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 (a) Liens for taxes, assessments or other governmental charges that are not yet due
and payable or the payment of which is not at the time required by Section 9.4; 
  
 (b) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been
discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay; 
  
 (c) Liens incidental to the conduct of business or the ownership of properties and assets (including landlords’, carriers’,
warehousemen’s, mechanics’, materialmen’s and other similar Liens for sums not yet due and payable) and Liens to secure the performance of bids, tenders, leases, or trade contracts, or to secure statutory obligations (including
obligations under workers compensation, unemployment insurance and other social security legislation), surety or appeal bonds or other Liens incurred in the ordinary course of business and not in connection with the borrowing of money; 

 
 (d) leases or subleases granted to others, easements,
rights-of-way, restrictions and other similar charges or encumbrances, in each case incidental to the ownership of property or assets or the ordinary conduct of the business of the Company or any of its Subsidiaries, or Liens incidental to minor
survey exceptions and the like, provided that such Liens do not, in the aggregate, materially detract from the value of such property; 
  
 (e) Liens securing Debt of a Subsidiary to the Company or to a Subsidiary; 
  
 (f) Liens existing as of the date of Closing and reflected in Schedule 10.4; 
  
 (g) Liens incurred after the date of Closing given to secure
the payment of all or any part of the purchase price, or the Debt incurred to finance the payment of such purchase price, in either case incurred or assumed in connection with the acquisition, construction or improvement of property (other than
accounts receivable or inventory) useful and intended to be used in carrying on the business of the Company or a Subsidiary, including Liens existing on such property (or improvements thereon) at the time of acquisition or construction thereof or
Liens incurred within 365 days of such acquisition or completion of such construction or improvement, provided that (i) the Lien shall attach solely to the property (or improvements thereon) acquired, purchased, constructed or improved; (ii)
at the time of acquisition, construction or improvement of such property (or, in the case of any Lien incurred within three hundred sixty-five (365) days of such acquisition or completion of such construction or improvement, at the time of the
incurrence of the Debt secured by such Lien), the aggregate amount remaining unpaid on all Debt secured by Liens on such property, whether or not assumed by the Company or a Subsidiary, shall not exceed the lesser of (y) the cost of such
acquisition, construction or improvement or (z) the Fair Market Value of such property (as determined in good faith by one or more officers of the Company to whom authority to enter into the transaction has been delegated by the board of directors
of the Company); 

  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
and (iii) at the time of such incurrence and after giving effect thereto, no Default or Event of Default would exist; 
  
 (h) any Lien existing on property of a Person immediately
prior to its being consolidated with or merged into the Company or a Subsidiary or its becoming a Subsidiary, or any Lien existing on any property acquired by the Company or any Subsidiary at the time such property is so acquired (whether or not the
Debt secured thereby shall have been assumed), provided that (i) no such Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person’s becoming a Subsidiary or such acquisition of property,
(ii) each such Lien shall extend solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in
connection with such acquired property, and (iii) at the time of such incurrence and after giving effect thereto, no Default or Event of Default would exist; 
  

(i) any extensions, renewals or replacements of any Lien permitted by the preceding subparagraphs (e), (f), (g) and (h) of this Section
10.4, provided that (i) no additional property shall be encumbered by such Liens, (ii) the unpaid principal amount of the Debt or other obligations secured thereby shall not be increased on or after the date of any extension, renewal or
replacement, (iii) at such time and immediately after giving effect thereto, the Company or its Subsidiary could incur $1.00 of additional Consolidated Debt under Section 10.2; and (iv) at such time and immediately after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing; 
  
 (j) Liens securing Priority Debt of the Company or any Subsidiary, provided that the aggregate principal amount of any such Priority Debt shall be permitted by Section 10.3. 
  
 Section 10.5. Sales of Assets. Except as permitted in Section 10.6,
the Company will not, and will not permit any Subsidiary to, sell, lease or otherwise dispose of any substantial part (as defined below) of the assets of the Company and its Subsidiaries; provided, however, that the Company or any Subsidiary
may sell, lease or otherwise dispose of assets constituting a substantial part of the assets of the Company and its Subsidiaries if such assets are sold in an arms length transaction and, at such time and after giving effect thereto, no Default or
Event of Default shall have occurred and be continuing and an amount equal to the net proceeds received from such sale, lease or other disposition (but only with respect to that portion of such assets that exceeds the definition of “substantial
part” set forth below) shall be used within 365 days of such sale, lease or disposition, in any combination: 
  
 (1) to acquire productive assets used or useful in carrying on the business of the Company and its Subsidiaries and having a value at
least equal to the value of such assets sold, leased or otherwise disposed of; and/or 
  
 (2) to prepay or retire Senior Debt of the Company and/or its Subsidiaries, provided that (i) the Company shall offer to prepay
each outstanding Note in a principal amount which equals the Ratable Portion for such Note, and (ii) any such prepayment of 

  

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the Notes shall be made at par, together with accrued interest thereon to the date of such prepayment, but without the payment of the Make-Whole Amount. Any
offer of prepayment of the Notes pursuant to this Section 10.5 shall be given to each holder of the Notes by written notice that shall be delivered not less than thirty (30) days and not more than sixty (60) days prior to the proposed prepayment
date. Each such notice shall state that it is given pursuant to this Section and that the offer set forth in such notice must be accepted by such holder in writing and shall also set forth (i) the prepayment date, (ii) a description of the
circumstances which give rise to the proposed prepayment and (iii) a calculation of the Ratable Portion for such holder’s Notes. Each holder of the Notes which desires to have its Notes prepaid shall notify the Company in writing delivered not
less than five (5) Business Days prior to the proposed prepayment date of its acceptance of such offer of prepayment. Prepayment of Notes pursuant to this Section 10.5 shall be made in accordance with Section 8.2 (but without payment of the
Make-Whole Amount). 
  
 As used in this Section 10.5, a sale,
lease or other disposition of assets shall be deemed to be a “substantial part” of the assets of the Company and its Subsidiaries if the book value of such assets, when added to the book value of all other assets sold, leased or
otherwise disposed of by the Company and its Subsidiaries during the period of 12 consecutive months ending on the date of such sale, lease or other disposition, exceeds 20% of the book value of Consolidated Total Assets, determined as of the end of
the fiscal quarter immediately preceding such sale, lease or other disposition; provided that there shall be excluded from any determination of a “substantial part” any (i) sale or disposition of assets in the ordinary course of
business of the Company and its Subsidiaries, (ii) any transfer of assets from the Company to any Subsidiary or from any Subsidiary to the Company or a Subsidiary and (iii) any sale or transfer of property acquired by the Company or any Subsidiary
after the date of this Agreement to any Person within 270 days following the acquisition or construction of such property by the Company or any Subsidiary if the Company or a Subsidiary shall concurrently with such sale or transfer, lease such
property, as lessee. 
  
 Section 10.6. Merger and
Consolidation. The Company will not, and will not permit any of its Subsidiaries to, consolidate with or merge with any other Person or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions
to any Person; provided that: 
  
 (1) any
Subsidiary of the Company may (x) consolidate with or merge with, or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to, (i) the Company or a Subsidiary so long as in any merger or
consolidation involving the Company, the Company shall be the surviving or continuing corporation or (ii) any other Person so long as the survivor is the Subsidiary, or (y) convey, transfer or lease all or any part of its assets in compliance with
the provisions of Section 10.5; and 
  
 (2) the
foregoing restriction does not apply to the consolidation or merger of the Company with, or the conveyance, transfer or lease of substantially all of the assets of the Company in a single transaction or series of transactions to, any Person so long
as: 
  

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	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 (a) the successor formed by such consolidation or the survivor of such merger or the
Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety, as the case may be (the “Successor Corporation”), shall be a solvent entity organized and existing under the laws
of the United States of America, any State thereof or the District of Columbia; 
  
 (b) if the Company is not the Successor Corporation, such Successor Corporation shall have executed and delivered to each holder of Notes
its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement (and each Supplement thereto) and the Notes (pursuant to such agreements and instruments as shall be reasonably satisfactory to the
Required Holders), and the Successor Corporation shall have caused to be delivered to each holder of Notes (A) an opinion of independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their terms and (B) an acknowledgment from each Subsidiary Guarantor that the Subsidiary Guaranty continues in full force and effect; 
  
 (c) at such time and after giving effect thereto, the
Company could incur $1.00 of additional Debt in accordance with Section 10.2 and 
  
 (d) immediately after giving effect to such transaction no Default or Event of Default would exist. 
  
 Section 10.7. Transactions with Affiliates. The Company will not and
will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of
any service) with any Affiliate (other than the Company or another Subsidiary), except in the ordinary course and upon fair and reasonable terms that are not materially less favorable to the Company or such Subsidiary, taken as a whole, than would
be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate. 
  
 SECTION 11. EVENTS OF DEFAULT. 
  
 An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing: 
  
 (a) the Company defaults in the payment of any principal or
Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or 
  
 (b) the Company defaults in the payment of any interest on any Note for more than five Business Days after
the same becomes due and payable; or 
  

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 (c) the Company defaults in the performance of or compliance with any term contained
in Section 10 or any covenant in a Supplement which specifically provides that it shall have the benefit of this paragraph (c) or any Subsidiary Guarantor defaults in the performance of or compliance with any term of the Subsidiary Guaranty beyond
any period of grace or cure period provided with respect thereto; or 
  
 (d) the Company defaults in the performance of or compliance with any term contained herein or in any Supplement (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not
remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default or (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a
“notice of default” and to refer specifically to this paragraph (d) of Section 11); or 
  
 (e) any Subsidiary Guaranty ceases to be a legally valid, binding and enforceable obligation or contract of a Subsidiary Guarantor (other
than upon a release of any Subsidiary Guarantor from a Subsidiary Guaranty in accordance with the terms of Section 2.3(b) hereof), or any Subsidiary Guarantor or any party by, through or on account of any such Person, challenges the validity,
binding nature or enforceability of any such Subsidiary Guaranty; or 
  
 (f) any representation or warranty made in writing by or on behalf of the Company or Subsidiary Guarantor or by any officer of the Company or any Subsidiary Guarantor in any writing furnished in connection with the
transactions contemplated hereby or by any Subsidiary Guaranty proves to have been false or incorrect in any material respect on the date as of which made; or 
  

(g) (i) the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of
or premium or make-whole amount or interest (in the payment amount of at least $100,000) on any Debt other than the Notes that is outstanding in an aggregate principal amount of at least $10,000,000 beyond any period of grace provided with respect
thereto, or (ii) the Company or any Subsidiary is in default in the performance of or compliance with any term of any instrument, mortgage, indenture or other agreement relating to any Debt other than the Notes in an aggregate principal amount of at
least $10,000,000 or any other condition exists, and as a consequence of such default or condition such Debt has become, or has been declared, due and payable, or (iii) as a consequence of the occurrence or continuation of any event or condition
(other than the passage of time or the right of the holder of Debt to convert such Debt into equity interests), the Company or any Subsidiary has become obligated to purchase or repay Debt other than the Notes before its regular maturity or before
its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $10,000,000; or 
  
 (h) the Company, any Material Subsidiary or any Subsidiary Guarantor (i) is generally not paying, or admits in writing its inability to
pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for 

  

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relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to
it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or 
  
 (i) a court or governmental authority of competent
jurisdiction enters an order appointing, without consent by the Company, any of its Material Subsidiaries or any Subsidiary Guarantor, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any
substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any
jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company, any of its Material Subsidiaries or any Subsidiary Guarantor, or any such petition shall be filed against the Company, any of its Material Subsidiaries or any
Subsidiary Guarantor and such petition shall not be dismissed within 60 days; or 
  
 (j) a final judgment or judgments at any one time outstanding for the payment of money aggregating in excess of $10,000,000 (other than to
the extent a third party insurance provider has agreed in writing that it shall pay all or a portion of the amount of such judgment to the extent of such coverage) are rendered against one or more of the Company, its Subsidiaries or any Subsidiary
Guarantor and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or 
  
 (k) if (i) any Plan shall fail to satisfy the minimum
funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Plan shall
have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA
Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV
of ERISA, shall exceed $10,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to
employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a
manner that could increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, would reasonably be
expected to have a Material Adverse Effect. 
  

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 As used in Section 11(j), the terms “employee benefit plan” and “employee welfare benefit
plan” shall have the respective meanings assigned to such terms in Section 3 of ERISA. 
  
 SECTION 12. REMEDIES ON DEFAULT, ETC. 
  
 Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described in paragraph (h) or (i) of Section 11 (other than an
Event of Default described in clause (i) of paragraph (h) or described in clause (vi) of paragraph (h) by virtue of the fact that such clause encompasses clause (i) of paragraph (h)) has occurred, all the Notes of every Series then outstanding shall
automatically become immediately due and payable. 
  
 (b) If any
other Event of Default has occurred and is continuing, any holder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all
the Notes then outstanding to be immediately due and payable. 
  
 (c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing with respect to any Notes, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time,
at its or their option, by notice or notices to the Company, declare all the Notes held by such holder or holders to be immediately due and payable. 
  
 Upon any Note’s becoming due and payable under this Section 12.1, whether automatically or by declaration, such Note will forthwith mature and the
entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make-Whole Amount determined in respect of such principal amount
(to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties
hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company
in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances. 
  
 Section 12.2. Other Remedies. If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such
holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or otherwise. 
  
 Section 12.3. Rescission. At any time after the Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 51% in aggregate principal amount of the
Notes then outstanding, by written notice to the Company, may rescind 

  

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and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount on
any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount and (to the extent permitted by applicable law) any overdue interest in respect of the
Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have
become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to any Notes. No rescission and
annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 
  
 Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be
exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the
holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees,
expenses and disbursements. 
  
 SECTION 13.
REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. 
  
 Section 13.1. Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of
transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall
give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 
  
 Section 13.2. Transfer and Exchange of Notes. Subject to Section 13.3, upon surrender of any Note to the Company at
the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer
duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within
ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has
separate tranches) in exchange therefor, in an aggregate principal amount equal to the 

  

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unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in
the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in
denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a
Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.3, provided, that such holder may (in reliance upon information provided by the Company, which shall not be
unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. 
  
 The Notes have not been registered under the Securities Act or under the
securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available. 
  
 Section 13.3. Transfer Restrictions. Each Purchaser agrees that so
long as no Default or Event of Default exists, without the prior written consent of the Company, such Purchaser (and each transferee by its acceptance of a Note shall be deemed to have agreed that it) will not knowingly transfer or assign the Notes
to any Person (other than an Institutional Investor) which is, or is known by such Purchaser to be controlled by, a Person who has a significant line of business that involves trucking or freight shipping. 
  
 Section 13.4. Replacement of Notes. Upon receipt by the Company at the
address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the
case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and 
  
 (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note
is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be
satisfactory), or 
  
 (b) in the case of
mutilation, upon surrender and cancellation thereof, 
  
 the Company at its own
expense shall execute and deliver not more than five Business Days following satisfaction of such conditions, in lieu thereof, a new Note of the same Series (and of the same tranche if such Series has separate tranches), dated and bearing interest
from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon. 
  

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 SECTION 14. PAYMENTS ON NOTES. 
  
 Section 14.1. Place of Payment. Subject to Section 14.2, payments of
principal, Make-Whole Amount and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Banc of America Securities LLC in such jurisdiction. The Company may at any time, by notice to each holder
of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction. 
  
 Section 14.2. Home Office Payment. So long as any Purchaser or
Additional Purchaser or such Purchaser’s nominee or such Additional Purchaser’s nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums
becoming due on such Note for principal, Make-Whole Amount and interest by the method and at the address specified for such purpose for such Purchaser on Schedule A hereto or, in the case of any Additional Purchaser, Schedule A attached to any
Supplement pursuant to which such Additional Purchaser is a party, or by such other method or at such other address as such Purchaser or Additional Purchaser shall have from time to time specified to the Company in writing for such purpose, without
the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or
Additional Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section
14.1. Prior to any sale or other disposition of any Note held by any Purchaser or Additional Purchaser or such Person’s nominee, such Person will, at its election, either endorse thereon the amount of principal paid thereon and the last date to
which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or
indirect transferee of any Note. 
  
 SECTION 15.
EXPENSES, ETC. 
  
 Section 15.1.
Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a special counsel for the Purchasers or any Additional
Purchasers and, if reasonably required by the Required Holders, local or other counsel) incurred by each Purchaser and each Additional Purchaser and each other holder of a Note in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of this Agreement (including any Supplement) or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in
enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (including any Supplement) or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in
connection with this Agreement (including any Supplement) or the Notes, or by reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors’ fees, incurred in connection with 

  

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the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and
by the Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any,
retained by a Purchaser or other holder in connection with its purchase of the Notes). 
  
 Section 15.2. Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any
Supplement or the Notes, and the termination of this Agreement or any Supplement. 
  
 SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.  
  
 All representations and warranties contained herein or in any Supplement
shall survive the execution and delivery of this Agreement, such Supplement and the Notes, the purchase or transfer by any Purchaser or any Additional Purchaser of any such Note or portion thereof or interest therein and the payment of any Note may
be relied upon by any subsequent holder of any such Note, regardless of any investigation made at any time by or on behalf of any Purchaser or any Additional Purchaser or any other holder of any such Note. All statements contained in any certificate
or other instrument delivered by or on behalf of the Company pursuant to this Agreement or any Supplement shall be deemed representations and warranties of the Company under this Agreement; provided, that the representations and warranties
contained in any Supplement shall only be made for the benefit of the Additional Purchasers which are party to such Supplement and the holders of the Notes issued pursuant to such Supplement, including subsequent holders of any Note issued pursuant
to such Supplement, and shall not require the consent of the holders of existing Notes. Subject to the preceding sentence, this Agreement (including every Supplement) and the Notes embody the entire agreement and understanding between the Purchasers
and the Additional Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. 
  
 SECTION 17. AMENDMENT AND WAIVER. 
  
 Section 17.1. Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the
observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of
Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such Section or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless
consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change in computation of interest results in a
decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) change the percentage of the 

  

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principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(a), 11(b), 12,
17 or 20. 
  
 (b) Supplements. Notwithstanding anything to
the contrary contained herein, the Company may enter into any Supplement providing for the issuance of one or more Series of Additional Notes consistent with Section 2.2 hereof without obtaining the consent of any holder of any other Series of
Notes. 
  
 Section 17.2. Solicitation of Holders of Notes.

  
 (a) Solicitation. The Company will provide each holder
of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any
proposed amendment, waiver or consent in respect of any of the provisions hereof, any Supplement or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions
of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes. 
  
 (b) Payment. The Company will not directly or indirectly pay or cause
to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any
holder of Notes of any waiver or amendment of any of the terms and provisions hereof or any Supplement unless such remuneration is concurrently paid, or security is concurrently granted or other credit support is concurrently provided, on the same
terms, ratably to each holder of Notes then outstanding. 
  
 (c)
Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17.2(c) by a holder of Notes that has transferred or has agreed to transfer its Notes to the Company, any Subsidiary or any Affiliate of the Company and has
provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would
not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such
holder. 
  
 Section 17.3. Binding Effect, Etc. Any
amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to
indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing
between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references
thereto shall mean this Agreement as it may from time to time be amended or supplemented. 
  

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 Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action
provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be
deemed not to be outstanding. 
  
 SECTION 18.
NOTICES. 
  
 All notices and communications
provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent: 
  
 (i) if to a Purchaser or such Purchaser’s nominee, to such Purchaser or such Purchaser’s nominee at the address specified for such communications in Schedule A to this Agreement, or at such other address as such Purchaser or such
Purchaser’s nominee shall have specified to the Company in writing pursuant to this Section 18; 
  
 (ii) if to an Additional Purchaser or such Additional Purchaser’s nominee, to such Additional Purchaser or such Additional
Purchaser’s nominee at the address specified for such communications in Schedule A to any Supplement, or at such other address as such Additional Purchaser or such Additional Purchaser’s nominee shall have specified to the Company in
writing, 
  
 (iii) if to any other holder of any
Note, to such holder at such address as such other holder shall have specified to the Company in writing pursuant to this Section 18, or 
  
 (iv) if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Chief Financial Officer, with
a copy to the General Counsel, or at such other address as the Company shall have specified to the holder of each Note in writing. 
  
 Notices under this Section 18 will be deemed given only when actually received. 
  

SECTION 19. REPRODUCTION OF DOCUMENTS. 
  
 This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications
that may hereafter be executed, (b) documents received by any Purchaser at the Closing or by any Additional Purchaser (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished
to any Purchaser or any Additional Purchaser, may be reproduced by such Purchaser or such Additional Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser or such Additional Purchaser may
destroy any original document so 

  

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reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser or such Additional Purchaser in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that
it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. 
  
 SECTION 20. CONFIDENTIAL INFORMATION. 
  
 For the purposes of this Section 20, “Confidential Information” means information delivered to any
Purchaser or any Additional Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled
or otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to
such Purchaser or such Additional Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or such Additional Purchaser or any Person acting on such Purchaser’s or such
Additional Purchaser’s behalf, (c) otherwise becomes known to such Purchaser or such Additional Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser or such
Additional Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser and each Additional Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser or
such Additional Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser or such Additional Purchaser, provided that such Purchaser or such Additional Purchaser may deliver or disclose
Confidential Information to (i) such Purchaser’s or such Additional Purchaser’s directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the
investment represented by such Purchaser’s or such Additional Purchaser’s Notes), (ii) such Purchaser’s or such Additional Purchaser’s financial advisors and other professional advisors who agree to hold confidential the
Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which such Purchaser or such Additional Purchaser sells or offers to sell such Note or any
part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which such Purchaser or such Additional
Purchaser offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority
having jurisdiction over such Purchaser or such Additional Purchaser, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about such
Purchaser’s or such Additional Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or 

  

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appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser or such Additional Purchaser, (x) in response to
any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser or such Additional Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser or such Additional
Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s or such Additional Purchaser’s Notes, the Subsidiary
Guaranty and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by
the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions of this Section 20. 
  
 SECTION 21. SUBSTITUTION OF PURCHASER. 
  
 Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed
to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or such Additional Purchaser in this Agreement (other than in
this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder and such
Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a
“Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser,
and such original Purchaser or such original Additional Purchaser shall again have all the rights of an original holder of the Notes under this Agreement. 
  
 SECTION 22. MISCELLANEOUS. 
  
 Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement (including all covenants and other agreements
contained in any Supplement) by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

  
 Section 22.2. Payments Due on Non-Business Days.
Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of
principal of or Make-Whole Amount or interest on any Note that is 
  

 39 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of
the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and
shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day. 
  
 Section 22.3. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively
given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance
with GAAP. 
  
 Section 22.4. Severability. Any provision of
this Agreement that 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 provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 
  
 Section 22.5. Construction. Each covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein
refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person. 
  
 For the avoidance of doubt, all Schedules and Exhibits attached to this
Agreement shall be deemed to be a part hereof. 
  
 Section
22.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto. 
  
 Section 22.7. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law
principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. 
  
 Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any
New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company
irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such
suit, action or 

  

 40 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum. 
  
 (b) The Company consents to process being served by or
on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt
requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect
effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall
be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. 
  

(c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right
that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 
  
 (d) THE PARTIES HERETO
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH
RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED
IN CONNECTION HEREWITH OR THEREWITH. 
  
 * * * * * 
  

 41 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 The execution hereof by the Purchasers shall constitute a contract among the Company and the
Purchasers for the uses and purposes hereinabove set forth. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. 
  

			
	 Very truly yours,

	
	 OLD DOMINION FREIGHT LINE, INC.

		
	 By
	 	 /s/ J. Wes Frye


	 Name:
	 	 J. Wes Frye

	 Title:
	 	 Senior Vice President – Finance



  

 42 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Accepted as of the date first written above. 
  

			
	ALLSTATE LIFE INSURANCE COMPANY
		
	 By
	 	 /s/ Robert Bodett


	 Name:
	 	 Robert B. Bodett

		
	 By
	 	 /s/ Jerry D. Zinkula


	 Name:
	 	 Jerry D. Zinkula

	
	 Authorized Signatories

	
	ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK
		
	 By
	 	 /s/ Robert Bodett


	 Name:
	 	 Robert B. Bodett

		
	 By
	 	 /s/ Jerry D. Zinkula


	 Name:
	 	 Jerry D. Zinkula

	
	 Authorized Signatories



  

 43 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Accepted as of the date first written above. 
  

							
	NEW YORK LIFE INSURANCE COMPANY
	
	 /s/ John P. Rafferty


	 By:
	  	 John P. Rafferty

	 Title:
	  	 Investment Vice President

	
	 NEW YORK LIFE INSURANCE AND
ANNUITY
CORPORATION

			
	 	  	 By:
	 	 New York Life Investment
 Management LLC, its Investment
 Manager

	
	 /s/ John P. Rafferty


	 By:
	  	 John P. Rafferty

	 Title:
	  	 Vice President



  

 -1- 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Accepted as of the date first written above. 
  

					
	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
		
	By:	  	Prudential Investment Management, Inc.,
	 	  	as investment manager
			
	 	  	By:	 	 /s/ Jay S. White


	 	  	 	 	Vice President
	
	SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.
		
	By:	  	Prudential Private Placement Investors,
	 	  	L.P. (as Investment Advisor)
		
	By:	  	Prudential Private Placement Investors, Inc.
	 	  	(as its General Partner)
			
	 	  	By:	 	 /s/ Jay S. White


	 	  	 	 	Vice President
	
	UNITED OF OMAHA LIFE INSURANCE COMPANY
		
	By:	  	Prudential Private Placement Investors,
	 	  	L.P. (as Investment Advisor)
		
	By:	  	Prudential Private Placement Investors, Inc.
	 	  	(as its General Partner)
			
	 	  	By:	 	 /s/ Jay S. White


	 	  	 	 	Vice President


  

 -2- 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Accepted as of the date first written above. 
  

			
	METROPOLITAN LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Timothy L. Powell


	Name:	 	Timothy L. Powell
	Title:	 	Director


  

 -3- 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED


	ALLSTATE LIFE INSURANCE COMPANY	  	A	  	$10,000,000.00
	 3075 Sanders Road, STE G5D
	  	 	  	 
	 Northbrook, Illinois 60062-7127
	  	 	  	 
	 Attention: Private Placements Department
	  	 	  	 
	 Telephone Number: (847) 402-7117
	  	 	  	 
	 Telecopy Number: (847) 402-3092
	  	 	  	 

  
 Payments 
  
 All payments on or in respect of the Notes to be made by Fedwire transfer of immediately
available funds, identifying the name of the Issuer, the Private Placement Number preceded by “DPP” and the payment as principal, interest or premium, in the exact format as follows: 
  

			
	Bank:	  	Citibank
	ABA #:	  	021000089
	Acct. Name:	  	Allstate Life Insurance Company Collection Account - PP
	Acct. #:	  	30547007
	Reference:	  	PPN # 679580 B# 6 - Old Dominion Freight Line, Inc.,
	 	  	4.68% Series 2005-A Senior Notes, Tranche A
	Payment Due Date (11/30/2007) - P                      (Enter “P”
and the amount of principal being remitted, for example, P5000000.00) - I                      (Enter “I” and the amount of interest
being remitted, for example, I225000.00)

  
 Notices 
  
 All notices of scheduled payments and written confirmation of each such payment, to be sent
to: 
  
 Allstate Investments LLC 
 Investment Operations—Private Placements 
 3075 Sanders Road, STE G4A 
 Northbrook, Illinois 60062-7127 
 Telephone: (847) 402-6672 Private Placements 
 Telecopy: (847) 326-7032 
 E-Mail: PrivateIOD@allstate.com 
  
 Securities to be delivered to: 
  
 Citibank N.A. 
 333 West 34th Street

 3rd Floor Securities Vault 
 New York, New York 10001 
 Attention: Danny Reyes 
  
 SCHEDULE A 
 (TO NOTE PURCHASE AGREEMENT) 
  











			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 For Allstate Life Insurance Company/Safekeeping Account No. 846627 
  
 All financial reports, compliance certificates and all other written communications,
including notice of prepayments to be sent by e-mail (PrivateCompliance@allsate.com) or hard copy addressed as first provided above. 
  
 Name of Nominee in which Notes are to be issued: None 
  
 Taxpayer I.D. Number: 36-2554642 
  

 A - 2 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED


	ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK	  	A	  	$3,333,333.00
	 3075 Sanders Road, STE G5D
	  	 	  	 
	 Northbrook, Illinois 60062-7127
	  	 	  	 
	 Attention: Private Placements Department
	  	 	  	 
	 Telephone Number: (847) 402-7117
	  	 	  	 
	 Telecopy Number: (847) 402-3092
	  	 	  	 

  
 Payments 
  
 All payments on or in respect of the Notes to be made by Fedwire transfer of immediately
available funds, identifying the name of the Issuer, the Private Placement Number preceded by “DPP” and the payment as principal, interest or premium, in the exact format as follows: 
  

			
	Bank:	  	Citibank
	ABA #:	  	021000089
	Acct. Name:	  	Allstate Life Insurance Company of New York Collection Account - PP
	Acct. #:	  	30547007
	Reference:	  	DPP – PPN No. 679580 B# 6; Old Dominion Freight Line, Inc.
	 	  	4.68% Series 2005-A Senior Notes, Tranche A
	Payment Due Date (11/30/2008 - P                      (Enter “P”
and the amount of principal being remitted, for example, P5000000.00) - I                      (Enter “I” and the amount of interest
being remitted, for example, I225000.00)

  
 Notices 
  
 All notices of scheduled payments and written confirmation of each such payment, to be sent
to: 
  
 Allstate Investments LLC 
 Investment Operations-Private Placements Department 
 3075 Sanders Road, STE G4A 
 Northbrook, Illinois 60062-7127 
 Telephone: (847) 402-6672-Private Placements 
 Telecopy: (847) 326-7032 
 E-Mail: PrivateIOD@allstate.com 
  
 Securities to be delivered to: 
  
 Citibank, N.A. 
 333 West 34th Street

 3rd Floor Securities Vault 
 New York, New York 10001 
 Attention: Danny Reyes 
 For Allstate life Insurance Company of New York/Safekeeping Account No. 846684 
  

 A - 3 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 All financial reports, compliance certificates and all other written communications, including notice of prepayments
to be sent by e-mail (PrivateCompliance@allsate.com) or hard copy addressed as first provided above. 
  
 Name of Nominee in which Notes are to be issued: None 
  
 Taxpayer I.D. Number: 36-2554642 
  

 A - 4 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED


	METROPOLITAN LIFE INSURANCE COMPANY	  	A	  	$13,333,334.00
	 1 MetLife Plaza
	  	 	  	 
	 27-01 Queens Plaza North
	  	 	  	 
	 Long Island City, New York 11101
	  	 	  	 

  
 Payments 
  
 All scheduled payments of principal and interest by wire transfer of immediately available
funds to: 
  
 JPMorgan Chase Bank 
 ABA Routing #: 021-000-021 
 Account Number:
002-2-410591 
 Account Name: Metropolitan Life Insurance Company 
 Reference: Old Dominion Freight Line, Inc., 
 4.68% Series 2005-A Senior Notes, Tranche A, 
 PPN No. 679580 B# 6, due February 25, 2015 
  
 With sufficient information to identify the source and application of such
funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. 
  
 For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of
instructions to the contrary, will make such payments to the account and in the manner set forth above. 
  
 Notices 
  
 All notices and communications,
including notices with respect to payments and written confirmation of each such payment, to be addressed: 
  
 Metropolitan Life Insurance Company 
 Investments, Private Placements 
 10 Park Avenue 
 Morristown, New Jersey 07962-1902 
 Attention: Director 
 Fax Number: (973) 355-4250 
  
 With a copy (OTHER than with respect to deliveries of financial statements) to: 
  

Metropolitan Life Insurance Company 
 10
Park Avenue 
 Morristown, New Jersey 07962-1902 
 Attention: Chief Counsel - Securities Investments (PRIV) 
 Fax Number: (973) 355-4338 
  

 A - 5 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Original Notes delivered to: 
  
 Metropolitan Life Insurance Company 
 Securities Investments, Law Department 
 10 Park Avenue 
 Morristown, New Jersey 07962-1902 
 Attention:
Richard Clarke 
  
 Name of Nominee in which Notes are to be issued: Metropolitan
Life Insurance Company 
  
 Taxpayer I.D. Number: 13-5581829 
  

 A - 6 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED


	NEW YORK LIFE INSURANCE COMPANY	  	A	  	$8,333,333.00
	 c/o New York Life Investment Management LLC
	  	 	  	 
	 51 Madison Avenue
	  	 	  	 
	 New York, New York 10010
	  	 	  	 
	 Attention: Securities Investment Group Private Finance
	  	 	  	 
	 Telecopier Number: (212) 447-4122
	  	 	  	 

  
 Payments 
  
 All payments on or in respect of the Notes to be by bank wire or intrabank transfer of
Federal or other immediately available funds to: 
  
 JP Morgan
Chase Bank 
 New York, New York 10019 
 ABA No. 021-000-021 
 Credit: New York Life Insurance Company 
 General Account No. 008-9-00687 
 Reference:
PPN No. 679580 B# 6; Old Dominion Freight Line, Inc. 
 4.68% Series 2005-A Senior Notes, Tranche A 
 With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify
the source and application of such funds. 
  
 With advice of such payments to:

  

			
	New York Life Insurance Company
	c/o New York Life Investment Management LLC
	51 Madison Avenue
	New York, New York 10010-1603
	Attention:	  	Financial Management and Operations Group
	 	  	Securities Operation
	 	  	2nd Floor
	 	  	Fax #: (212) 447-4160

  
 All other communications: 

 
 New York Life Insurance Company 
 c/o New York Life Investment Management LLC 
 51 Madison Avenue 
 New York, New York 10010 
 Attention: Securities Investment Group Private Finance 
 Fax Number: (212) 447-4122 
  

 A - 7 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Notices regarding defaults or Events of Defaults under the operative documents to the attention of: 
  
 New York Life Insurance Company 
 Office of General Counsel 
 51 Madison Avenue

 Investment Section, Room 1104 
 New York, New York 10010 
 Fax #: (212) 576-8340 
  
 Name of Nominee in which Notes are to be issued: None 
  
 Taxpayer I.D. Number: 13-5582869 
  

 A - 8 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	 PRINCIPAL AMOUNT OF
 NOTES TO BE PURCHASED


	 NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
	  	A	  	$5,000,000.00
	 c/o New York Life Investment Management LLC
	  	 	  	 
	 51 Madison Avenue
	  	 	  	 
	 New York, New York 10010
	  	 	  	 
	 Attention: Securities Investment Group Private Finance
	  	 	  	 

  
 Payments 
  
 All payments by wire or intrabank transfer of immediately available funds to: 
  

			
	JP Morgan Chase Bank
	New York, New York
	ABA No. 021-000-021
	Credit: New York Life Insurance and Annuity Corporation
	General Account No. 323-8-47382
	Attention:	 	PPN No, 679580 B# 6; Old Dominion Freight Line, Inc.
	 	 	4.68% Series 2005-A, Senior Notes, Tranche A
	
	With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application
of such funds.

  
 With advice of such payments to:

  

			
	 New York Life Insurance and Annuity Corporation
 c/o New York Life Investment Management LLC
 51 Madison Avenue
 New York, New York 10010-1603

	Attention:	 	Financial Management and Operations Group
	 	 	Securities Operation
	 	 	2nd Floor
	 	 	Fax #: (212) 447-4160

  

 A - 9 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 All other communications: 
  

			
	New York Life Insurance and Annuity Corporation
	c/o New York Life Investment Management LLC
	51 Madison Avenue
	New York, New York 10010-1603
	Attention:	 	Securities Investment Group Private Finance
	 	 	2nd Floor
	 	 	Fax #: (212) 447-4122

  
 With a copy of any notices regarding
defaults or Events of Default under the operative documents to: 
  
 Office of General Counsel 
 Investment Section, Room 1104 
 Fax #: (212) 576-8340 
  
 Name of Nominee in which Notes are to be issued: None. 
  
 Taxpayer I.D. Number: 13-3044743 
  

 A - 10 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


							
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	 PRINCIPAL AMOUNT OF
 NOTES TO BE PURCHASED


	UNITED OF OMAHA LIFE INSURANCE COMPANY	  	A	  	$2,900,000.00
	 c/o Prudential Private Placement Investors, L.P.
	  	 	  	 
	 4 Gateway Center, 100 Mulberry Street
	  	 	  	 
	 Newark, NJ 07102
	  	 	  	 
	 Attention: Albert Trank, Managing Director
	  	 	  	 
	 Telephone: (973) 802-8608
	  	 	  	 
	 Facsimile: (973) 624-6432
	  	 	  	 

  
 Payments 
  
 All principal, interest and Make-Whole Amount payments on account of Notes held by such
purchaser shall be made by wire transfer of immediately available funds credit to: 
  

			
	Bank:	 	        JP Morgan Chase Bank
	ABA #:	 	        021-000-021
	Private Income Processing
	
	Account Name: United of Omaha Life Insurance Company
	Account No. 900-9000200
	A/c: G09588

  
 Reference: Each such wire transfer
shall set forth the name of the Company, a reference to: 
  
 Old
Dominion Freight Line, Inc., 4.68% Series-A, Senior Notes, Tranche A, due February 25, 2015, PPN # 679580 B# 6, and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made and due February 25,
2015, with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. 
  
 All payments, other than principal, interest or Make-Whole Amount, on account of Notes held
by such purchaser shall be made by wire transfer of immediately available funds for credit to: 
  

	
	JP Morgan Chase Bank
	ABA No. 021-000-021
	Account No. G09588
	Account Name: United of Omaha Life Insurance Co.

  

 A - 11 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Reference: Each such wire transfer shall set forth the name of the Company, a reference to: 
  
 Old Dominion Freight Line, Inc., 4.68% Series-A, Senior Note, Tranche A, due
February 25, 2015, PPN # 679580 B# 6 and the due date and application (e.g. type of fee) of the payment being made. 
  
 Notices 
  
 All notices relating to payments to be addressed: 
  
 JP
Morgan Chase Bank 
 14201 Dallas Parkway - 13th Floor 
 Dallas, TX 75254-2917 
 Attention: Income Processing - G. Ruiz 
 A/c: G09588 
  
 All other communications and notices to be addressed: 
  
 Prudential Private Placement Investors, L.P. 
 4 Gateway Center, 100 Mulberry Street 
 Newark, NJ 07102 
 Attention: Albert Trank,
Managing Director 
 Telephone: (973) 802-8608 
 Facsimile: (973) 624-6432 
  
 Note Delivery

  
 Send physical security by nationwide overnight delivery service to:

  
 JP Morgan Chase 
 North America Insurance - 5th Floor 
 3 Chase
Metrotech Center 
 Brooklyn, NY 11245 
 Attention: Patricia A. Radzicki 
 Telephone: (718) 242-8475 
  
 Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (United of Omaha Life Insurance
Company; Account No. G09588). 
  
 Send a copy by nationwide overnight delivery
service to: 
  
 Prudential Capital Group 
 4 Gateway Center 
 100 Mulberry Street, 7th
Floor 
 Newark, NJ 07102 
 Attention: Trade Management, Manager 
  

 A - 12 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Telephone: (973) 367-3141 
  
 Name of Nominee in which Notes are to be issued: None 
  
 Taxpayer I.D. Number: 47-0322111 
  

 A - 13 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	 PRINCIPAL AMOUNT OF
 NOTES TO BE PURCHASED


	SECURITY BENEFIT LIFE INSURANCE COMPANY, INC.	  	A	  	$2,100,000.00
	 c/o Prudential Private Placement Investors, L.P.
	  	 	  	 
	 4 Gateway Center, 100 Mulberry Street
	  	 	  	 
	 Newark, NJ 07102
	  	 	  	 
	 Attention: Albert Trank, Managing Director
	  	 	  	 
	 Telephone: (973) 802-8608
	  	 	  	 
	 Facsimile: (973) 624-6432
	  	 	  	 
			
	 Payments
	  	 	  	 

  
 All payments on account of Notes held
by such purchaser shall be made by wire transfer of immediately available funds for credit to: 
  

			
	Bank:	  	UMB Bank N.A.
	ABA #:	  	101000695
	Account Name:	  	Trust Operations
	Account No.	  	9870161974
	Reference: Security Benefit Life Ins. Co. Acct.# 126139.1

  
 Each such wire
transfer shall set forth the name of the Company, a reference to: 
  
 Old Dominion Freight Line, Inc. 4.68% Series-A, Senior Note, Tranche A, due February 25, 2015, PPN # 679580 B# 6 and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made and with
sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. 
  
 Notices 
  
 All notices of payments and written confirmations of such wire transfers to be addressed: 
  
 UMB Bank N.A. 
 928 Grand Boulevard, 10th Floor 
 Kansas City,
MO 64106 
 Attention: Mike Ortiz 
  

 A - 14 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 All other notices and communications to addressed: 
  
 Prudential Private Placement Investors, L.P. 
 4 Gateway Center, 100 Mulberry Street 
 Newark, NJ 07102 
 Attention: Albert Trank, Managing Director 
 Telephone: (973) 802-8608 
 Facsimile: (973) 624-6432 
  
 Note Delivery 
  
 Send physical security by nationwide overnight delivery service to: 
  
 United Missouri Bank 
 DTC/NY WINDOW

 Account: 2450 UMB Bank 
 FFC:
Security Benefit-Private Placement, Account No. 690308200 
 55 Water Street, Concourse Level 
 New York, New York 10041 
  
 Send a copy by nationwide overnight delivery service to: 
  
 Prudential Capital Group 
 4 Gateway Center,
100 Mulberry Street, 7th Floor 
 Newark, NJ 07102 
 Attention: Trade Management, Manager 
 Telephone: (973) 367-3141 
  
 Name of Nominee in which Notes are to be issued: UMBTRU&CO 
  
 Taxpayer I.D. Number: 43-6295832 
  

 A - 15 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	 PRINCIPAL AMOUNT OF 
 NOTES TO BE PURCHASED


	 PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY
COMPANY
	  	A	  	$5,000,000.00
	 c/o Prudential Capital Group
	  	 	  	 
	 1170 Peachtree Street, Suite 500
	  	 	  	 
	 Atlanta, GA 30309
	  	 	  	 
	 Attention: Managing Director
	  	 	  	 

  
 Payments 
  
 All payments on account of Notes held by such purchaser shall be made by wire transfer of
immediately available funds for credit to: 
  

			
	Bank:	 	JP Morgan Chase Bank
	ABA #:	 	021000021
	Account No.	 	9009002925

  
 Each such wire
transfer shall set forth the name of the Company, a reference to: 
  
 Old Dominion Freight Line, Inc. 4.68% Series-A, Senior Note, Tranche A, due February 25, 2015, PPN # 679580 B# 6 and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made and with
sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. 
  

 A - 16 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Notices 
  
 All notices of payments and written confirmations of such wire transfers to be addressed: 
  
 Prudential Retirement Insurance and Annuity Company 
 c/o Prudential Investment Management, Inc. 
 Private Placement Trade Management 
 PRIAC Administration 
 4 Gateway Center, 7th
Floor 
 100 Mulberry Street 
 Newark, NJ 07102 
  
 Telephone: (973) 802-8107

 Telecopier: (800) 224-2278 
  
 All other notices and communications to addressed: 
  
 Prudential Retirement Insurance and Annuity Company 
 c/o Prudential Capital Group 
 1170 Peachtree Street, Suite 500 
 Atlanta, GA 30309 
 Attention: Managing
Director 
  
 Note Delivery 
  
 Send physical security by nationwide overnight delivery service to: 
  
 Prudential Capital Group 
 1170 Peachtree Street, Suite 500 
 Atlanta, GA
30309 
 Attention: Michael R. Fierro 
 Telephone: (404) 870-3753 
  
 Name of Nominee in which Notes are to be
issued: Pru & Co. 
  
 Taxpayer I.D. Number: 20-0765614 
  

 A - 17 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	 PRINCIPAL AMOUNT OF 
 NOTES TO BE PURCHASED


	ALLSTATE LIFE INSURANCE COMPANY	  	B	  	$5,000,000.00
	 3075 Sanders Road, STE G5D
	  	 	  	 
	 Northbrook, Illinois 60062-7127
	  	 	  	 
	 Attention: Private Placements Department
	  	 	  	 
	 Telephone Number: (847) 402-7117
	  	 	  	 
	 Telecopy Number: (847) 402-3092
	  	 	  	 

  
 Payments 
  
 All payments on or in respect of the Notes to be made by Fedwire transfer of immediately
available funds, identifying the name of the Issuer, the Private Placement Number preceded by “DPP” and the payment as principal, interest or premium, in the exact format as follows: 
  

			
	Bank:	  	Citibank
	ABA #:	  	021000089
	Acct. Name:	  	Allstate Life Insurance Company Collection Account—PP
	Acct. #:	  	30547007
	Reference:	  	PPN # 679580 C 9 - Old Dominion Freight Line, Inc.
	 	  	4.68% Series 2005-A Senior Notes, Tranche B
	Payment Due Date (11/30/2007) - P                      (Enter “P”
and the amount of principal being remitted, for example, P5000000.00) - I                      (Enter “I” and the amount of interest
being remitted, for example, I225000.00)

  
 Notices 
  
 All notices of scheduled payments and written confirmation of each such payment, to be sent
to: 
  
 Allstate Investments LLC 
 Investment Operations—Private Placements 
 3075 Sanders Road, STE G4A 
 Northbrook, Illinois 60062-7127 
 Telephone: (847) 402-6672 Private Placements 
 Telecopy: (847) 326-7032 
 E-Mail: PrivateIOD@allstate.com 
  
 Securities to be delivered to: 
  
 Citibank N.A. 
 333 West 34th Street

 3rd Floor Securities Vault 
 New York, New York 10001 
 Attention: Danny Reyes 
 For Allstate life Insurance Company/Safekeeping Account No. 846627 
  

 A-1 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 All financial reports, compliance certificates and all other written communications, including notice of prepayments
to be sent by e-mail (PrivateCompliance@allsate.com) or hard copy addressed as first provided above. 
  
 Name of Nominee in which Notes are to be issued: None 
  
 Taxpayer I.D. Number: 36-2554642 
  

 A-2 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	 PRINCIPAL AMOUNT OF 
 NOTES TO BE PURCHASED


	ALLSTATE LIFE INSURANCE COMPANY OF NEW YORK	  	B	  	$1,666,667.00
	 3075 Sanders Road, STE G5D
	  	 	  	 
	 Northbrook, Illinois 60062-7127
	  	 	  	 
	 Attention: Private Placements Department
	  	 	  	 
	 Telephone Number: (847) 402-7117
	  	 	  	 
	 Telecopier Number: (847) 402-3092
	  	 	  	 

  
 Payments 
  
 All payments on or in respect of the Notes to be made by Fedwire transfer of immediately
available funds, identifying the name of the Issuer, the Private Placement Number preceded by “DPP” and the payment as principal, interest or premium, in the exact format as follows: 
  

			
	Bank:	 	Citibank
	ABA #:	 	021000089
	Acct. Name:	 	Allstate Life Insurance Company of New York Collection Account—PP
	Acct. #:	 	30547007
	Reference:	 	DPP – PPN No. 679580 C* 9; Old Dominion Freight Line, Inc.
	 	 	4.68% Series 2005-A - Senior Notes, Tranche B
	Payment Due Date (11/30/2008 - P                      (Enter “P”
and the amount of principal being remitted, for example, P5000000.00)—I                      (Enter “I” and the amount of
interest being remitted, for example, I225000.00)

  
 Notices 
  
 All notices of scheduled payments and written confirmation of each such payment, to be sent
to: 
  
 Allstate Investments LLC 
 Investment Operations-Private Placements Department 
 3075 Sanders Road, STE G4A 
 Northbrook, Illinois 60062-7127 
 Telephone: (847) 402-6672-Private Placements 
 Telecopy: (847) 326-7032 
 E-Mail: PrivateIOD@allstate.com 
  

 A-3 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Securities to be delivered to: 
  
 Citibank, N.A. 
 333 West 34th Street 
 3rd Floor Securities Vault 
 New York, New York 10001 
 Attention: Danny Reyes 
 For Allstate life Insurance Company of New York/Safekeeping Account No. 846684 
  
 All financial reports, compliance certificates and all other written communications, including notice of prepayments to be sent by e-mail
(PrivateCompliance@allsate.com) or hard copy addressed as first provided above. 
  
 Name of Nominee in which Notes are to be issued: None 
  
 Taxpayer I.D.
Number: 36-2554642 
  

 A-4 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED


	METROPOLITAN LIFE INSURANCE COMPANY	  	B	  	$6,666,666.00
	 1 MetLife Plaza

	 27-01 Queens Plaza North

	 Long Island City, New York 11101


  
 Payments 
  
 All scheduled payments of principal and interest by wire transfer of immediately available
funds to: 
  
 JPMorgan Chase Bank 
 ABA Routing #: 021-000-021 
 Account Number:
002-2-410591 
 Account Name: Metropolitan Life Insurance Company 
 Reference: Old Dominion Freight Line, Inc. , 
 4.68% Series 2005-A Senior Notes, Tranche B , 
 PPN No. 679580 C* 9, due February 25, 2015 
  
 With sufficient information to identify the source and application of such
funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. 
  
 For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of
instructions to the contrary, will make such payments to the account and in the manner set forth above. 
  
 Notices 
  
 All notices and communications,
including notices with respect to payments and written confirmation of each such payment, to be addressed: 
  
 Metropolitan Life Insurance Company 
 Investments, Private Placements 
 10 Park Avenue 
 Morristown, New Jersey 07962-1902 
 Attention: Director 
 Fax Number: (973) 355-4250 
  
 With a copy (OTHER than with respect to deliveries of financial statements) to: 
  

Metropolitan Life Insurance Company 
 10
Park Avenue 
 Morristown, New Jersey 07962-1902 
 Attention: Chief Counsel - Securities Investments (PRIV) 
 Fax Number: (973) 355-4338 
  

 A-5 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Original Notes delivered to: 
  
 Metropolitan Life Insurance Company 
 Securities Investments, Law Department 
 10 Park Avenue 
 Morristown, New Jersey 07962-1902 
 Attention:
Richard Clarke 
  
 Name of Nominee in which Notes are to be issued: Metropolitan
Life Insurance Company 
  
 Taxpayer I.D. Number: 13-5581829 
  

 A-6 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED


	NEW YORK LIFE INSURANCE COMPANY	  	B	  	$4,166,667.00
	 c/o New York Life Investment Management LLC
	  	 	  	 
	 51 Madison Avenue
	  	 	  	 
	 New York, New York 10010
	  	 	  	 
	 Attention: Securities Investment Group Private Finance
	  	 	  	 

  
 Payments 
  
 All payments on or in respect of the Notes to be by bank wire or intrabank transfer of
Federal or other immediately available funds to: 
  
 JP Morgan
Chase Bank 
 New York, New York 10019 
 ABA No. 021-000-021 
 Credit: New York Life Insurance Company 
 General Account No. 008-9-00687 
 Reference:
PPN No. 679580 C* 9; Old Dominion Freight Line, Inc. 
 4.68% Series 2005-A- Senior Notes, Tranche B 
  
 With sufficient information (including issuer, PPN number, interest rate,
maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. 
  
 With advice of such payments to: 
  
 New York Life Insurance Company 
 c/o New York
Life Investment Management LLC 
 51 Madison Avenue 
 New York, New York 10010-1603 

			
	Attention:	 	Financial Management and Operations Group
	 	 	Securities Operation
	 	 	2nd Floor
	 	 	Fax #: (212) 447-4160

  
 All other communications: 

 
 New York Life Insurance Company 
 c/o New York Life Investment Management LLC 
 51 Madison Avenue 
 New York, New York 10010 
 Attention: Securities Investment Group Private Finance 
 Fax Number: (212) 447-4122 
  

 A-7 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Notices regarding defaults or Events of Defaults under the operative documents to the attention of: 
  
 New York Life Insurance Company 
 Office of General Counsel 
 51 Madison Avenue

 Investment Section, Room 1104 
 New York, New York 10010 
 Fax #: (212) 576-8340 
  
 Name of Nominee in which Notes are to be issued: None 
 Taxpayer I.D. Number: 13-5582869 
  

 A-8 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED


	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION	  	B	  	$2,500,000.00
	 c/o New York Life Investment Management LLC
	  	 	  	 
	 51 Madison Avenue
	  	 	  	 
	 New York, New York 10010
	  	 	  	 
	 Attention: Securities Investment Group Private Finance
	  	 	  	 

  
 Payments 
  
 All payments by wire or intrabank transfer of immediately available funds to: 
  

			
	JP Morgan Chase Bank
	New York, New York
	ABA No. 021-000-021
	Credit: New York Life Insurance and Annuity Corporation
	General Account No. 323-8-47382
	Attention:	 	PPN No. 679580 C* 9; Old Dominion Freight Line, Inc.
	 	 	4.68% Series 2005-A, Senior Notes, Tranche B
	With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application
of such funds.

  
 With advice of such payments to:

  

			
	New York Life Insurance and Annuity Corporation
	c/o New York Life Investment Management LLC
	51 Madison Avenue
	New York, New York 10010-1603
	Attention:	 	Financial Management and Operations Group
	 	 	Securities Operation
	 	 	2nd Floor
	 	 	Fax #: (212) 447-4160

  

 A-9 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 All other communications: 
  

			
	New York Life Insurance and Annuity Corporation
	c/o New York Life Investment Management LLC
	51 Madison Avenue
	New York, New York 10010-1603
	Attention:	 	Securities Investment Group Private Finance
	 	 	2nd Floor
	 	 	Fax #: (212) 447-4122

  
 With a copy of any notices regarding
defaults or Events of Default under the operative documents to: 
  

	
	 Office of General Counsel

	 Investment Section, Room 1104

	 Fax #: (212) 576-8340


  
 Name of Nominee in which Notes are to
be issued: None 
  
 Taxpayer I.D. Number: 13-3044743 
  

 A-10 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED


	UNITED OF OMAHA LIFE INSURANCE COMPANY	  	B	  	$1,450,000.00
	 c/o Prudential Capital Group
	  	 	  	 
	 4 Gateway Center
	  	 	  	 
	 100 Mulberry Street, 7th Floor
	  	 	  	 
	 Newark, NJ 07102
	  	 	  	 
	 Attention: Trade Management Manager
	  	 	  	 
	 Telephone Number: (9730) 367-3141
	  	 	  	 

  
 Payments 
  
 All principal, interest and Make-Whole Amount payments on account of Notes held by such
purchaser shall be made by wire transfer of immediately available funds credit to: 
  

			
	 Bank:
	  	JP Morgan Chase Bank
	 ABA #:
	  	021-000-021
	 Private Income Processing


  

	
	 Account Name: United Omaha Life Insurance Company

	 Account No. 900-9000200

	 A/c: G09588


  
 Reference : Each such wire transfer
shall set forth the name of the Company, a reference to: 
  
 Old
Dominion Freight Line, Inc. 4.68% Series-A, Senior Notes, Tranche B, PPN # 679580 C* 9, payment due February 25, 2015 and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made and due February
25, 2015 and with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. 
  
 All payments, other than principal, interest or Make-Whole Amount, on account
of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to: 
  
 JP Morgan Chase Bank 
 ABA No. 021-000-021

 Account No. G09588 
 Account
Name: United of Omaha Life Insurance Co. 
  

 A-11 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Reference: Each such wire transfer shall set forth the name of the Company, a reference to: Old
Dominion Freight Line, Inc., 4.68% Series-A, Senior Note, Tranche B due February 25, 2015, PPN # 679580 C* 9 and the due date and application (e.g. type of fee) of the payment being made. 
  
 Notices 
  
 All notices relating to payments to be addressed : 
  
 JP Morgan Chase Bank 
 14201 Dallas Parkway -
13th Floor 
 Dallas, TX 75254-2917 
 Attention: Income Processing - G. Ruiz 
 A/c: G09588 
  
 All other communications and notices to be addressed: 
  
 Prudential Private Placement Investors, L.P. 
 4 Gateway Center, 100 Mulberry Street 
 Newark, NJ 07102 
 Attention: Albert Trank, Managing Director 
 Telephone: (973) 802-8608 
 Facsimile: (973) 624-6432 
  
 Note Delivery 
  
 Send physical security by nationwide overnight delivery service to: 
  
 JP Morgan Chase 
 North America Insurance -
5th Floor 
 3 Chase Metrotech Center 
 Brooklyn, NY 11245 
 Attention: Patricia A. Radzicki 
 Telephone: (718) 242-8475 
  
 Please include in
the cover letter accompanying the Notes a reference to the Purchaser’s account number (United of Omaha Life Insurance Company; Account No. G09588). 
  

 A-12 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Send a copy by nationwide overnight delivery service to: 
  
 Prudential Capital Group 
 4 Gateway Center 
 100 Mulberry Street, 7th
Floor 
 Newark, NJ 07102 
 Attention: Trade Management, Manager 
 Telephone: (973) 367-3141 
  
 Name of Nominee in which Notes are to be issued: None 
  
 Taxpayer I.D. Number: 47-0322111 
  
  

 A-13 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  


					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	 PRINCIPAL AMOUNT OF 
 NOTES TO BE PURCHASED


	 SECURITY BENEFIT LIFE INSURANCE
COMPANY
	  	B	  	$1,050,000.00
	 c/o Prudential Capital Group
	  	 	  	 
	 4 Gateway Center
	  	 	  	 
	 100 Mulberry Street, 7th Floor
	  	 	  	 
	 Newark, NJ 07102
	  	 	  	 
	 Attention: Trade Management
	  	 	  	 

  
 Payments 
  
 All payments on account of Notes held by such purchaser shall be made by wire transfer of
immediately available funds for credit to: 
  

			
	 Bank:
	  	 UMB Bank

	 ABA #:
	  	 101000695

	 Account Name:
	  	 Trust Operations

	 Account No. 9870161974

	 Reference: Security Benefit Life Ins. Co. Acct.# 126139.1


  
 Each such wire
transfer shall set forth the name of the Company, a reference to: 
  
 Old Dominion Freight Line, Inc. 4.68% Series-A, Senior Note, Tranche B, due February 25, 2015, PPN # 679580 C* 9 and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made and with
sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. 
  
 Notices 
  
 All notices of payments and written confirmations of such wire transfers to be addressed: 
  
 UMB Bank 
 928 Grand Boulevard, 10th Floor 
 Kansas City,
MO 64106 
 Attention: Mike Ortiz 
  
  

 A-14 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 All other notices and communications to addressed: 
  
 Prudential Private Placement Investors, LLP 
 4 Gateway Center, 100 Mulberry Street 
 Newark, NJ 07102 
 Attention: Albert Trank, Managing Director 
 Telephone: (973) 802-8608 
 Facsimile: (973) 624-6432 
  
 Note Delivery 
  
 Send physical security by nationwide overnight delivery service to: 
  
 United Missouri Bank 
 DTC/NY WINDOW

 Account: 2450 UMB Bank 
 FCC:
Security Benefit-Private Placement, Account No. 690308200 
 55 Water Street, Course Level 
 New York, New York 10041 
  
 Send a copy by nationwide overnight delivery service to: 
  
 Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number (United of Omaha Life Insurance Company; Account No. G09588).

  
 Send a copy by nationwide overnight delivery service to: 
  
 Prudential Capital Group 
 Gateway Center 4 
 100 Mulberry Street, 7th
Floor 
 Newark, NJ 07102 
 Attention: Trade Management, Manager 
 Telephone: (973) 367-3141 
  
 Name of Nominee in which Notes are to be issued: UMBTRU&CO 
  
 Taxpayer I.D. Number: 43-6295832 
  
  

 A-15 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Payments 
  

					
	 NAME AND ADDRESS OF PURCHASER

	  	TRANCHE

	  	PRINCIPAL AMOUNT OF
NOTES TO BE PURCHASED


	 PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY
COMPANY
	  	B	  	$2,500,000.00
	 c/o Prudential Retirement Insurance and Annuity Company
	  	 	  	 
	 c/o Prudential Capital Group
	  	 	  	 
	 1170 Peachtree Street, Suite 500
	  	 	  	 
	 Atlanta, GA 30309
	  	 	  	 
	 Attention: Managing Director
	  	 	  	 

  
 All payments on account of Notes held
by such purchaser shall be made by wire transfer of immediately available funds for credit to: 
  

			
	Bank:	  	 JP Morgan Chase Bank

	ABA #:	  	 021000021

	Account No.	  	 9009002925


  
 Each such wire
transfer shall set forth the name of the Company, a reference to: 
  
 Old Dominion Freight Line, Inc. 4.68% Series-A, Senior Note, Tranche B, due February 25, 2015, PPN # 679580 C* 9 and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made and with
sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds. 
  
 Notices 
  
 All notices of payments and written confirmations of such wire transfers to be addressed: 
  

 A-16 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 Prudential Retirement Insurance and Annuity Company 
 c/o Prudential Investment Management, Inc. 
 Private Placement Trade Management 
 PRIAC Administration 
 4 Gateway Center, 7th Floor 
 100 Mulberry
Street 
 Newark, NJ 07102 
  
 Telephone: (973) 802-8107 
 Telecopier: (800)
224-2278 
  
 All other notices and communications to addressed: 
  
 Prudential Retirement Insurance and Annuity Company 
 c/o Prudential Capital Group 
 1170 Peachtree
Street, Suite 500 
 Atlanta, GA 30309 
 Attention: Managing Director 
  
 Note Delivery 
  
 Send physical security by nationwide overnight delivery service to: 
  
 Prudential Capital Group 
 1170 Peachtree Street, Suite 500 
 Atlanta, GA
30309 
 Attention: Michael R. Fierro 
 Telephone: (404) 870-3753 
  
 Name of Nominee in which Notes are to be
issued: Pru & Co. 
  
 Taxpayer I.D. Number: 20-0765614 
  
  

 A-17 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 DEFINED TERMS 
  
 As used herein, the following terms have the respective meanings set forth
below or set forth in the Section hereof following such term: 
  
 “Additional Notes” is defined in Section 2.2. 
  
 “Additional Purchasers” means purchasers of Additional Notes. 
  
 “Administrative Agent” means [Bank of America, N.A.] in its capacity as administrative agent under the Bank Credit Agreement, together with its successors and assigns in such capacity. 
  
 “Affiliate” means, at any time, and with respect to any
Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly
or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any Person of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any
class of voting or equity interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company. 
  
 “Anti-Terrorism Order” means Executive Order No. 13,224 of
September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended. 
  
 “Bank Credit Agreement” means the Credit Agreement dated as of June 30, 2003 by and among the Company,
certain Subsidiaries of the Company named therein, the Administrative Agent, and the other financial institutions party thereto, as amended, restated, joined, supplemented or otherwise modified from time to time, and any renewals, extensions or
replacements thereof, which constitute the primary bank credit facility of the Company and its Subsidiaries. 
  
 “Bank Lenders” means the banks and financial institutions party to the Bank Credit Agreement. 
  
 “Business Day” means any day other than a Saturday, a Sunday
or a day on which commercial banks in New York, New York are required or authorized to be closed. 
  
 “Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an
asset and the incurrence of a liability in accordance with GAAP. 
  

 B-1 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 “Capital Lease Obligation” means, with respect to any Person and a Capital Lease,
the amount of the obligation of such Person as the lessee under such Capital Lease which would, in accordance with GAAP, appear as a liability on a balance sheet of such Person. 
  
 “Closing” is defined in Section 3. 
  
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time. 
  
 “Company” means Old Dominion Freight Line, Inc., a Virginia corporation. 
  
 “Confidential Information” is defined in Section 20. 
  
 “Consolidated Debt” means as of any date of determination the total amount of all Debt of the Company and
its Subsidiaries determined on a consolidated basis in accordance with GAAP. 
  
 “Consolidated EBITDAR” shall mean, for any period, Consolidated Net Income for such period plus (to the extent deducted in computing such Consolidated Net Income and without duplication) (a)
depreciation, depletion, if any, and amortization expense for such period, (b) income tax expense for such period, (c) other non-cash charges for such period, and (d) Consolidated Fixed Charges for such period, all as determined in accordance with
GAAP. 
  
 “Consolidated Fixed Charges” means,
with respect to any period, the sum of (i) Consolidated Net Interest Expense for such period plus (ii) Lease Rentals for such period, determined on a consolidated basis for the Company and its Subsidiaries. 
  
 “Consolidated Net Income” shall mean, for any period, the
consolidated net income (or loss) of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. 
  
 “Consolidated Net Interest Expense” shall mean, for any period, the difference between (i) gross interest expense of the Company and its
Subsidiaries deducted in the calculation of Consolidated Net Income for such period, and (ii) the gross interest income of the Company and its subsidiaries included in the calculation of Consolidated Net Income for such period, determined on a
consolidated basis in accordance with GAAP. 
  
 “Consolidated Net Worth” shall mean the consolidated stockholder’s equity of the Company and it’s Subsidiaries, as defined according to GAAP. 
  
 “Consolidated Total Assets” means, as of any date of determination, the total amount of all assets of the
Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP. 
  
 “Consolidated Total Capitalization” means, at any time, the sum of (i) Consolidated Net Worth and (ii) Consolidated Debt. 
  

 B-2 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 “Debt” means, with respect to any Person, without duplication, 
  
 (a) its liabilities for borrowed money; 
  
 (b) its liabilities for the deferred purchase price of
property acquired by such Person (excluding accounts payable and other accrued liabilities arising in the ordinary course of business but including, without limitation, all liabilities created or arising under any conditional sale or other title
retention agreement with respect to any such property); 
  
 (c) its Capital Lease Obligations; 
  
 (d) its liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); and 
  
 (e) Guarantees by such Person with respect to liabilities of
a type described in any of clauses (a) through (d) hereof. 
  
 Debt of any Person shall include all obligations of such Person of the character described in clauses (a) through (e) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to
be extinguished under GAAP. 
  
 “Default” means
an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. 
  
 “Default Rate” means with respect to the Notes of any Series that rate of interest that is 2% per annum above the rate of interest stated
in clause (a) of the first paragraph of the Notes of such Series (and of such tranche if such Series has separate tranches). 
  
 “Electronic Delivery” is defined in Section 7.1(a). 
  
 “Environmental Laws” means any and all federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the
environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 
  
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect. 
  
 “ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code. 
  
 “Event of Default” is defined in Section 11. 
  

 B-3 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Fair Market Value” means, at any time and with respect to
any property, the sale value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell), as reasonably
determined in the good faith opinion of the Company’s board of directors. 
  
 “GAAP” means those generally accepted accounting principles as in effect from time to time in the United States of America; provided that, if the Company notifies the Required Holders that the Company
wishes to amend any negative covenants (or any definition hereof) to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant or definition, then the Company’s compliance with such
covenant or the meaning of such definition shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Holders. 
  
 “Governmental Authority” means 
  
 (a) the government of 
  
 (i) the United States of America or any state or other political subdivision thereof, or 
  
 (ii) any jurisdiction in which the Company or any Subsidiary
conducts all or any part of its business, or which has jurisdiction over any properties of the Company or any Subsidiary, or 
  
 (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such
government. 
  
 “Guaranty” means, with respect to
any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Debt, dividend or other obligation of any other
Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person: 
  
 (a) to purchase such Debt or obligation or any property constituting security therefor primarily for the
purpose of assuring the owner of such Debt or obligation of the ability of any other Person to make payment of the Debt or obligation; 
  
 (b) to advance or supply funds (i) for the purchase or payment of such Debt or obligation, or (ii) to maintain any working capital or
other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Debt or obligation; 
  

 B-4 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 (c) to lease properties or to purchase properties or services primarily for the
purpose of assuring the owner of such Debt or obligation of the ability of any other Person to make payment of the Debt or obligation; or 
  
 (d) otherwise to assure the owner of such Debt or obligation against loss in respect thereof. 
  
 In any computation of the Debt or other liabilities of the obligor under any
Guaranty, the Debt or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor, provided that the amount of such Debt outstanding for purposes of this Agreement shall not exceed the
maximum amount of Debt that is the subject of such Guaranty. 
  
 “Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not
limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances. 
  
 “Holder” means, with respect to any Note, the Person in
whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1. 
  
 “Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of more than $2,000,000 of the aggregate principal
amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial
institution or entity, regardless of legal form. 
  
 “Investments” shall mean all investments, in cash or by delivery of property made, directly or indirectly in any Person, whether by acquisition of shares of capital stock, Debt or other obligations or securities or by loan,
advance, capital contribution or otherwise. 
  
 “Lease
Rentals” shall mean, for any period, the aggregate amount of all payments that the Company is required to make pursuant to the terms of any lease by the Company of any building (including, without limitation, any of the Company’s
leased terminals and similar facilities) or office equipment or revenue producing equipment which lease has a term of more than six (6) months, including renewals thereof. 
  
 “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other
encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement (other than an operating lease) or Capital Lease, upon or with respect to
any property or asset of 

  

 B-5 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 
such Person (including, in the case of stock, shareholder agreements, voting trust agreements and all similar arrangements). 
  
 “Make-Whole Amount” shall have the meaning (i) set forth in
Section 8.6 with respect to any Series A Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. 
  
 “Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and
its Subsidiaries taken as a whole. 
  
 “Material Adverse
Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations
under this Agreement (including any Supplement) and the Notes, or (c) the validity or enforceability of this Agreement (including any Supplement), the Notes or the Subsidiary Guaranty. 
  
 “Material Subsidiary” means, at any time, any Subsidiary of the Company which, together with all other
Subsidiaries of such Subsidiary, accounts for more than (i) 5% of the consolidated assets of the Company and its Subsidiaries or (ii) 5% of consolidated revenue of the Company and its Subsidiaries. 
  
 “Memorandum” is defined in Section 5.3. 
  
 “Moody’s” shall mean Moody Investors Service, Inc.

  
 “Multiemployer Plan” means any Plan that is a
“multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA). 
  
 “Notes” is defined in Section 1. 
  
 “Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

  
 “PBGC” means the Pension Benefit Guaranty
Corporation referred to and defined in ERISA or any successor thereto. 
  
 “Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof. 
  
 “Plan” means an “employee benefit plan” (as
defined in Section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA
Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability. 
  

 B-6 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 “Priority Debt” means (without duplication), as of the date of any determination
thereof, the sum of (i) all unsecured Debt of Subsidiaries (including all Guaranties of Debt of the Company but excluding (x) Debt owing to the Company or any other Subsidiary, (y) Debt outstanding at the time such Person became a Subsidiary,
provided that such Debt shall have not been incurred in contemplation of such person becoming a Subsidiary, and (z) all Guaranties of Debt of the Company by any Subsidiary which has also guaranteed the Notes) and (ii) all Debt of the Company and its
Subsidiaries secured by Liens other than Debt secured by Liens permitted by subparagraphs (a) through (i), inclusive, of Section 10.4. 
  
 “property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate. 
  
 “Purchasers” means the purchasers of the Notes named in Schedule A hereto. 
  
 “QPAM Exemption” means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor. 
  
 “Qualified Institutional Buyer” means any Person who is a
qualified institutional buyer within the meaning of such term as set forth in Rule 144A(1) under the Securities Act. 
  
 “Ratable Portion” means, with respect to any Note, an amount equal to the product of (x) the amount equal to the net proceeds being so
applied to the prepayment of Senior Debt multiplied by (y) a fraction the numerator of which is the outstanding principal amount of such Note and the denominator of which is the aggregate principal amount of Senior Debt of the Company and its
Subsidiaries. 
  
 “Required Holders” means, at
any time, the holders of not less than 51% in principal amount of the Notes of all Series at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates and any Notes held by parties who are contractually required to
abstain from voting with respect to matters affecting the holders of the Notes). 
  
 “Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the compliance of the relevant portion of this Agreement. 
  
 “S&P” means Standard & Poor’s Ratings Group, a
division of The McGraw-Hill Companies, Inc. 
  
 “Securities Act” means the Securities Act of 1933, as amended from time to time. 
  
 “Senior Debt” means, as of the date of any determination thereof, all Consolidated Debt, other than Subordinated Debt. 
  
 “Senior Financial Officer” means the chief financial
officer, principal accounting officer, treasurer or comptroller of the Company. 
  

 B-7 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 “Series” means any series of Notes issued pursuant to this Agreement or any
Supplement hereto. 
  
 “Series A Notes” is
defined in Section 1 of this Agreement. 
  
 “Subordinated
Debt” means all unsecured Debt of the Company which shall contain or have applicable thereto subordination provisions providing for the subordination thereof to other Debt of the Company (including, without limitation, the obligations of
the Company under this Agreement, any Supplement or the Notes). 
  
 “Subsidiary” means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity
or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50%
interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior
approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company. 
  
 “Subsidiary Guarantor” means each Subsidiary which is party
to the Subsidiary Guaranty. 
  
 “Subsidiary Guaranty”
is defined in Section 2.3 of this Agreement. 
  
 “Supplement” is defined in Section 2.2 of this Agreement. 
  
 “tranche” means all Notes of a Series having the same maturity, interest rate and schedule for mandatory prepayments. 
  
 “Tranche A Notes” is defined in Section 1 of this Agreement. 
  
 “Tranche B Notes” is defined in Section 1 of this Agreement.

  
 “USA Patriot Act” means United States Public
Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to
time in effect. 
  

 B-8 










			
	Old Dominion Freight Line, Inc.	 	Note Purchase Agreement

  

 CHANGES IN CORPORATE STRUCTURE

  
 None. 
  

 4.16-1 








 SUBSIDIARIES OF THE COMPANY,
OWNERSHIP OF SUBSIDIARY STOCK, AFFILIATES 
  

					
	 SUBSIDIARY

	  	STATE OF
INCORPORATION

	  	STOCKHOLDER


	 ODIS, Inc.
	  	Delaware	  	Company
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 
	 	  	 	  	 

  
 The Company’s
directors are Earl E. Congdon (Chairman), John R. Congdon, John A. Ebeling, Harold G. Hoak, Franz F. Holscher, David S. Congdon, John R. Congdon, Jr., J. Paul Breitbach, and Robert G. Culp, III. 
  
 The Company’s senior officers are Earl E. Congdon, John R. Congdon,
David S. Congdon, John B. Yowell, J. Wes Frye, and Joel B. McCarty, Jr. 
  
 Other Investments of the Company and its Subsidiaries: None 
  
 The Company’s affiliate is Old Dominion Truck Leasing, Inc. 
  
 Our Existing Debt, excluding IBM Credit Corp., limits the amount of dividends that may be paid to shareholders. See Schedule 5.15. 
  

 5.4-1 








 FINANCIAL STATEMENTS 
  
 Financial Statements included on Form 10-K and 10-Q available on Edgar. 
  

 5.4-1 








 LICENSES, PERMITS, ETC. 
  
 None. 
  

 5.4-1 








 EXISTING DEBT; FUTURE LIENS 

 

				
	 IBM Credit Corp.
	  	$	1,770,463
	 Wachovia Bank, N.A (Term Loan)
	  	$	6,636,094
	 Wachovia Bank, N.A. (Revolver)
	  	$	17,333,000
	 Nationwide Insurance Co.
	  	$	2,500,000
	 New York Life Insurance Co.
	  	$	11,214,286
	 Prudential Insurance Company of America
	  	$	40,000,000
	 	  	
	

	 Total Existing Debt at December 31, 2004
	  	$	79,453,843
	 	  	
	


  
 No future liens. See Schedule 10.4.

  

 5.15-1 








 EXISTING LIENS 
  
 IBM Credit Corp. (Capitalized leases respecting computer equipment) 
 Wachovia Bank, N.A. (Term Loan) (Purchase money credit facility secured by liens on the purchased tractors) 
  

 E-1(a)-2 








 [FORM OF TRANCHE A NOTE] 
  
 OLD DOMINION FREIGHT
LINE, INC. 
  
 4.68%
SERIES A SENIOR NOTE, TRANCHE A, DUE FEBRUARY 25, 2015 
  

			
	No. [                    ]	 	February 25, 2005
	$[                         ]	 	PPN 679580 B# 6

  
 FOR
VALUE RECEIVED, the undersigned, OLD DOMINION FREIGHT LINE, INC. (herein called the “Company”), a corporation organized and
existing under the laws of the Commonwealth of Virginia, hereby promises to pay to
[                                        ]
or registered assigns, the principal sum of [                    ] DOLLARS (or so much thereof as shall not have been prepaid)
on February 25, 2015 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.68% per annum from the date hereof, payable semi-annually, on the 25th day of February and August
in each year and at maturity, commencing on August 25, 2005, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to 2% above the stated rate, on any
overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable semiannually as aforesaid (or, at the option of the registered holder hereof,
on demand). 
  
 Payments of principal of, interest on and any
Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written
notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 
  
 This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of
February 25, 2005 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this
Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase
Agreement, provided, that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a
non-exempt prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 
  
 This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new
Note for a like principal amount will be issued to, and 

  

 E-1-2 








 
registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
  
 The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase
Agreement. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
  
 Pursuant to the Subsidiary Guaranty Agreement dated as of February 25, 2005 (as amended, restated or otherwise modified from
time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the
performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. 
  
 If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 
  

 E-1-2 








 This Note shall be construed and enforced in accordance with, and the rights of the issuer and holder
hereof shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. 
  

			
	OLD DOMINION FREIGHT LINE, INC.
		
	By	 	  


	Name:	 	 
	Title:	 	 


  

 E-1-2 








 [FORM OF TRANCHE B NOTE] 
  
 OLD DOMINION FREIGHT
LINE, INC. 
  
 4.68%
SERIES A SENIOR NOTE, TRANCHE B, DUE FEBRUARY 25, 2015 
  

			
	No. [                    ]	 	May 25, 2005
	$[                         ]	 	PPN 679580 C* 9

  
 FOR
VALUE RECEIVED, the undersigned, OLD DOMINION FREIGHT LINE, INC. (herein called the “Company”), a corporation organized and
existing under the laws of the Commonwealth of Virginia, hereby promises to pay to
[                                        ]
or registered assigns, the principal sum of [                    ] DOLLARS (or so much thereof as shall not have been prepaid)
on February 25, 2015 with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.68% per annum from the date hereof, payable semi-annually, on the
             day of              and
                     in each year and at maturity, commencing on
            , 20    , until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time
to time equal to 2% above the stated rate, on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand). 
  
 Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of Bank of America, N.A. in New York, New York or at such other
place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 
  
 This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement, dated as of
February 25, 2005 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this
Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase
Agreement, provided, that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by any holder of any Note will not constitute a
non-exempt prohibited transaction under section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. 
  
 This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new
Note for a like principal amount will be issued to, and 

  

 E-2-2 








 
registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
  
 The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase
Agreement. This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. 
  
 Pursuant to the Subsidiary Guaranty Agreement dated as of February 25, 2005 (as amended, restated or otherwise modified from
time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the
performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set forth in said Subsidiary Guaranty. 
  
 If an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement. 
  

 E-2-2 








 This Note shall be construed and enforced in accordance with, and the rights of the issuer and holder
hereof shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. 
  

			
	OLD DOMINION FREIGHT LINE, INC.
		
	By	 	  


	Name:	 	 
	Title:	 	 


  

 E-2-2 








 FORM OF SUBSIDIARY GUARANTY 

 

 4.16-1 








 FORM OF OPINION OF GENERAL
COUNSEL 
 TO THE COMPANY 
  
 The closing opinion of Joel McCarty, General Counsel of the Company, which is
called for by Section 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to the Purchasers, shall be satisfactory in scope and form to each Purchaser and shall be to the effect that: 
  
 1. The Company has the full corporate power and the corporate authority to
conduct the activities in which it is now engaged and is duly licensed or qualified and is in good standing in the Commonwealth of Virginia and as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by
it or the nature of the business transacted by it makes such licensing or qualification necessary except in jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the business of the Company.

  
 2. Each Subsidiary is a corporation or similar legal entity,
duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly licensed or qualified and is in good standing in each jurisdiction in which the character of the properties owned or leased by it
or the nature of the business transacted by it makes such licensing or qualification necessary except in jurisdictions where the failure to be so qualified or licensed would not have a material adverse effect on the business of such Subsidiary. All
of the issued and outstanding shares of capital stock or similar equity interests of each such Subsidiary have been duly issued, are fully paid and non-assessable and are owned by the Company, by one or more Subsidiaries, or by the Company and one
or more Subsidiaries. 
  
 3. The issuance and sale of the
Series A Notes, the execution, delivery and performance by the Company of the Note Purchase Agreement, and the execution, delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty do not violate any provision of any law or
other rule or regulation of any Governmental Authority applicable to the Company or any such Subsidiary Guarantor or conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation or
imposition of any Lien upon any property of the Company or any such Subsidiary Guarantor pursuant to the provisions of the Articles or Certificate of Incorporation or By-laws, or such similar organizational or governing instrument, as the case may
be, of the Company or such Subsidiary Guarantor or any agreement or other instrument known to such counsel to which the Company or any such Subsidiary Guarantor is a party or by which the Company or any such Subsidiary Guarantor may be bound.

  
 4. There are no actions, suits or proceedings pending or, to
the knowledge of such counsel after due inquiry, threatened against or affecting the Company or any Subsidiary in any court or before any governmental authority or arbitration board or tribunal which, if adversely determined, would have a materially
adverse effect on the properties, business, profits or condition, (financial or otherwise) of the Company and its Subsidiaries or the ability of the Company to perform its obligations under the Note Purchase Agreement and the Series A Notes or on
the legality, validity or enforceability of the Company’s obligations under the Note Purchase Agreement and the Series A Notes. To the knowledge of such counsel, neither the 

  

 E-4.4(a)-1 








 
Company nor any Subsidiary is in default with respect to any court or governmental authority, or arbitration board or tribunal. 
  
 The opinion of Joel McCarty, shall cover such other matters relating to the
sale of the Notes as each Purchaser may reasonably request. With respect to matters of fact on which such opinion is based, such counsel shall be entitled to rely on appropriate certificates of public officials and other officers of the Company and
its Subsidiaries. The opinion of Joel McCarty may be limited to the federal laws of the United States and the laws of the State of North Carolina. 
  

 E-4.4(a)-2 








 FORM OF OPINION OF SPECIAL
COUNSEL 
 TO THE COMPANY 
  
 The closing opinion of Womble Carlyle Sandridge & Rice, PLLC, special
counsel to the Company, which is called for by Section 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to the Purchasers, shall be satisfactory in scope and form to each Purchaser and shall be to the effect that:

  
 1. The Company is a corporation, duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to execute and perform the Note Purchase Agreement and to issue the Notes. 
  
 2. The Subsidiary is a corporation or similar legal entity, duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization and has the corporate power and authority to execute, deliver and perform the Subsidiary Guaranty. 
  
 3. The Note Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, has
been duly executed and delivered by the Company and constitutes the legal, valid and binding contract of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar
laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). 
  
 4. The Subsidiary Guaranty has been duly authorized by all necessary
corporate action on the part of the Subsidiary, has been duly executed and delivered by the Subsidiary and constitutes the legal, valid and binding contract of the Subsidiary enforceable against the Subsidiary in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at
law). 
  
 5. The Series A Notes have been duly authorized by all
necessary corporate action on the part of the Company, have been duly executed and delivered by the Company and constitute the legal, valid and binding contract of the Company enforceable against the Company in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at
law). 
  
 6. The Subsidiary Guaranty has been duly authorized by
all necessary corporate or other organizational action on the part of each Subsidiary Guarantor, has been duly executed and delivered by each Subsidiary Guarantor and constitutes the legal, valid and binding contract of each such Subsidiary
Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and general principles of equity (regardless
of whether the application of such principles is considered in a proceeding in equity or at law). 
  

 E-4.4(b)-2 








 7. No approval, consent or withholding of objection on the part of, or filing, registration or
qualification with, any governmental body, Federal or state, is necessary in connection with the execution and delivery of the Note Purchase Agreement, the Series A Notes or the Subsidiary Guaranty. 
  
 8. The issuance, sale and delivery of the Series A Notes and the execution
and delivery of the Subsidiary Guaranty by the Subsidiary Guarantors under the circumstances contemplated by the Note Purchase Agreement and the Subsidiary Guaranty do not, under existing law, require the registration of the Series A Notes or the
Subsidiary Guaranty under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended. 
  
 9. Neither the issuance of the Series A Notes nor the application of the proceeds of the sale of the Series A Notes will violate or result in a violation
of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulation issued pursuant thereto, including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System. 
  
 10. The Company is not an “investment company” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. 
  
 The opinion of Womble Carlyle Sandridge & Rice, PLLC, shall cover such other matters relating to the sale of the Notes as each Purchaser may
reasonably request. With respect to matters of fact on which such opinion is based, such counsel shall be entitled to rely on appropriate certificates of public officials and other officers of the Company and its Subsidiaries. The opinion of Womble
Carlyle Sandridge & Rice, PLLC may be limited to the federal laws of the United States and the laws of the State of North Carolina. 
  

 E-4.4(b)-2 








 FORM OF OPINION OF SPECIAL
COUNSEL 
 TO THE PURCHASERS 
  
 The closing opinion of Chapman and Cutler LLP, special counsel to the
Purchasers, called for by Section 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to each Purchaser, shall be satisfactory in form and substance to each Purchaser and shall be to the effect that: 
  
 1. The Company is a corporation, validly existing and in good standing under
the laws of its jurisdiction of incorporation and has the corporate power and the corporate authority to execute and deliver the Note Purchase Agreement and to issue the Series A Notes. 
  
 2. The Subsidiary is a corporation, validly existing and in good standing under the laws of its jurisdiction of
incorporation and has the corporate power and the corporate authority to execute and deliver the Subsidiary Guaranty. 
  
 3. The Note Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed and delivered
by the Company and constitutes the legal, valid and binding contract of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally, and
general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). 
  
 4. The Subsidiary Guaranty has been duly authorized by all necessary corporate action on the part of the Subsidiary, has been duly executed and delivered
by the Subsidiary and constitutes the legal, valid and binding contract of the Subsidiary enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting creditors’ rights generally,
and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). 
  
 5. The Series A Notes have been duly authorized by all necessary corporate action on the part of the Company, and the Notes being delivered on the date
hereof have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar laws
affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law). 
  
 6. The issuance, sale and delivery of the Series A Notes and the execution and delivery of the Subsidiary Guaranty Agreement
under the circumstances contemplated by the Note Purchase Agreement and the Subsidiary Guaranty do not, under existing law, require the registration of the Series A Notes or the Subsidiary Guaranty under the Securities Act of 1933, as amended, or
the qualification of an indenture under the Trust Indenture Act of 1939, as amended. 
  

 E-4.4(c)-2 








 With respect to matters of fact upon which such opinion is based, Chapman and Cutler LLP may rely on
appropriate certificates of public officials and officers of the Company and upon representations of the Company and the Purchasers delivered in connection with the issuance and sale of the Series A Notes. 
  
 In rendering the opinion set forth in paragraph 1 above, Chapman and Cutler
LLP may rely, as to matters referred to in paragraph 1, solely upon an examination of the Articles of Incorporation certified by, and a certificate of good standing of the Company from, the Secretary of State of the Commonwealth of Virginia, the
Bylaws of the Company and the general business corporation law of the Commonwealth of Virginia. The opinion of Chapman and Cutler LLP is limited to the laws of the State of New York, the general business corporation law of the Commonwealth of
Virginia and the Federal laws of the United States. 
  

 E-4.4(c)-2 









  
  

OLD DOMINION FREIGHT LINE, INC. 
  
 [NUMBER] SUPPLEMENT TO
NOTE PURCHASE AGREEMENT 
  
 Dated as of
                                        

  
 Re:    $                                 %
Series              Senior Notes 
  
 DUE                          
  
  

  

 E-4.4(c)-2 








 OLD DOMINION FREIGHT LINE,
INC. 
 [STREET ADDRESS] 
 [CITY, STATE ZIP] 
  
 Dated as of 
                     , 20     
  
 To the Purchaser(s) named in 
 Schedule A hereto

  
 Ladies and Gentlemen: 
  
 This [Number] Supplement to Note Purchase Agreement (the
“Supplement”) is between OLD DOMINION FREIGHT LINE, INC., a Virginia corporation (the “Company”), and the institutional investors named on
Schedule A attached hereto (the “Purchasers”). 
  
 Reference is hereby made to that certain Note Purchase Agreement dated as of February 25, 2005 (the “Note Purchase Agreement”) between the Company and the purchasers listed on Schedule A thereto. All capitalized terms not
otherwise defined herein shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 4.14 of the Note Purchase Agreement which requires that, prior to the delivery of any Additional Notes, the
Company and each Additional Purchaser shall execute and deliver a Supplement. 
  
 The Company hereby agrees with the Purchaser(s) as follows: 
  
 1. The Company has authorized the issue and sale of $             aggregate principal amount of its
            % Series                      Senior Notes due
            ,              (the “Series
             Notes”). The Series              Notes, together with the Series A Notes [and the
Series              Notes] initially issued pursuant to the Note Purchase Agreement [and the             
Supplement] and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 2.2 of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term
shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series              Notes shall be substantially in the
form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved by the Purchaser(s) and the Company. 
  
 2. Subject to the terms and conditions hereof and as set forth in the Note Purchase Agreement and on the basis of the representations and warranties
hereinafter set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, Series              Notes in the principal
amount set forth opposite such Purchaser’s name on Schedule A hereto at a price of 100% of the principal amount thereof on the closing date hereinafter mentioned. 
  

 -1- 








 3. The sale and purchase of the Series
             Notes to be purchased by each Purchaser shall occur at the offices of
[                    ] at 10:00 A.M. Chicago time, at a closing (the “Closing”) on
            ,              or on such other Business Day thereafter on or prior to
            ,              as may be agreed upon by the Company and the Purchasers. At the Closing, the Company
will deliver to each Purchaser the Series              Notes to be purchased by such Purchaser in the form of a single Series
             Note (or such greater number of Series              Notes in denominations of at least $100,000 as
such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds
in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number
[                    ] at              Bank, [Insert Bank address, ABA
number for wire transfers, and any other relevant wire transfer information]. If, at the Closing, the Company shall fail to tender such Series              Notes to any Purchaser
as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations
under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment. 
  
 4. The obligation of each Purchaser to purchase and pay for the Series             
Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement with respect to the Series
             Notes to be purchased at the Closing, and to the following additional conditions: 
  
 (a) Except as supplemented, amended or superceded by the representations and warranties set forth in Exhibit
A hereto, each of the representations and warranties of the Company set forth in Section 5 of the Note Purchase Agreement shall be correct as of the date of Closing and the Company shall have delivered to each Purchaser an Officer’s
Certificate, dated the date of the Closing certifying that such condition has been fulfilled. 
  
 (b) Contemporaneously with the Closing, the Company shall sell to each Purchaser, and each Purchaser shall purchase, the Series
             Notes to be purchased by such Purchaser at the Closing as specified in Schedule A. 
  
 5. [Here insert special provisions for Series
             Notes including prepayment provisions applicable to Series              Notes (including Make-Whole
Amount) and closing conditions applicable to Series              Notes]. 
  
 6. Each Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase Agreement are true and
correct on the date hereof with respect to the purchase of the Series              Notes by such Purchaser. 
  
 7. The Company and each Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase
Agreement as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement. 
  

 -2- 








 The execution hereof shall constitute a contract between the Company and the Purchaser(s) for the uses
and purposes hereinabove set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. 
  

					
	 	 	 OLD DOMINION FREIGHT LINE, INC.

			
	 	 	 By
	 	  


	 	 	 Name:
	 	  


	 	 	 Title:
	 	  


	 Accepted as of
                    ,             
	 	 	 	 
	 	 	 [VARIATION]

			
	 	 	 By
	 	  


	 	 	 Name:
	 	  


	 	 	 Title:
	 	  



  

 -3- 








 INFORMATION RELATING TO PURCHASERS

  

					
	 NAME AND ADDRESS OF PURCHASER

	  	 PRINCIPAL
 AMOUNT OF SERIES
 ______ NOTES
TO
 BE PURCHASED


	 [NAME OF PURCHASER]
	  	$
			
	 (1)
	  	 All payments by wire transfer of immediately available funds to:
  
 with sufficient information to identify the source
and application of such funds.
	  	 
			
	 (2)
	  	 All notices of payments and written confirmations of such wire transfers:
	  	 
			
	 (3)
	  	 All other communications:
	  	 

  

 -1- 








 SUPPLEMENTAL REPRESENTATIONS 
  
 The Company represents and warrants to each Purchaser that except as
hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects as of the date hereof with respect to the Series
             Notes with the same force and effect as if each reference to “Series A Notes” set forth therein was modified to refer the “Series
             Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the
             Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby: 
  
 Section 5.3. Disclosure. The Company, through its agent, Banc of
America Securities LLC has delivered to each Purchaser a copy of a Private Placement Memorandum, dated              (the “Memorandum”), relating to the transactions
contemplated by the              Supplement. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and
its Subsidiaries. The Note Purchase Agreement, the Memorandum, the documents, certificates or other writings delivered to each Purchaser by or on behalf of the Company in connection with the transactions contemplated by the Note Purchase Agreement
and the              Supplement and the financial statements listed in Schedule 5.5 to the              Supplement,
taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Since
            , there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes that individually or
in the aggregate would not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or
in the other documents, certificates and other writings delivered to each Purchaser by or on behalf of the Company specifically for use in connection with the transactions contemplated hereby. 
  
 Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a)
Schedule 5.4 to the              Supplement contains (except as noted therein) complete and correct lists of (i) the Company’s Subsidiaries, and showing, as to each Subsidiary,
the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, and all other Investments of the
Company and its Subsidiaries, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers. 
  
 Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series
             Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any
Person other than the Purchasers and not more than [            ] other Institutional Investors, each of which has been offered the Series
             Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would 

  

 -1- 








 
subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act. 
  
 Section 5.14. Use of Proceeds; Margin Regulations. The Company will
apply the proceeds of the sale of the Series              Notes to
                                        
     and for general corporate purposes. No part of the proceeds from the sale of the Series              Notes pursuant to the
             Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 2% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that
margin stock will constitute more than 2% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said
Regulation U. 
  
 Section 5.15. Existing Debt; Future
Liens. (a) Schedule 5.15 to the              Supplement sets forth a complete and correct list of all outstanding Debt of the Company and its Subsidiaries as of
            , since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its
Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with
respect to any Debt of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its
regularly scheduled dates of payment. 
  
 [Add any additional Sections as
appropriate at the time the Series              Notes are issued] 
  

 -2- 








 [FORM OF SERIES
             NOTE] 
  
 OLD DOMINION FREIGHT LINE, INC. 
  

    % SERIES             
SENIOR NOTE DUE                      
  

			
	No. [                    ]	 	[Date]
	$[                         ]	 	PPN [                    ]

  
 FOR
VALUE RECEIVED, the undersigned, Old Dominion Freight Line, Inc., a Virginia corporation (herein called the “Company”), a corporation organized and existing under the laws of the State of
                    , hereby promises to pay to
[                                ], or registered assigns, the principal sum of
[                                ] DOLLARS (or so much thereof as
shall not have been prepaid) on                                 , with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of     % per annum from the date hereof, payable semiannually, on the
             day of              and              in
each year, commencing on the first of such dates after the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, at a rate per annum from time to time equal to [2% above the stated rate],
on any overdue payment of interest and, during the continuance of an Event of Default, on the unpaid balance hereof and on any overdue payment of any Make-Whole Amount, payable [semiannually] as aforesaid (or, at the option of the registered holder
hereof, on demand). 
  
 Payments of principal of, interest on and
any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at
                                        ,
in
                                        ,
or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. 
  
 This Note is one of a series of Senior Notes (the “Notes”) issued pursuant to a Supplement to the Note
Purchase Agreement dated as of February     , 2005 (as from time to time amended, supplemented or modified, the “Note Purchase Agreement”), between the Company, the Purchasers named therein and Additional
Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Purchase Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all series from time to time outstanding
under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the
Note Purchase Agreement and (ii) made the representations set forth in Sections 6.2 and 6.3 of the Note Purchase Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably
withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction 

  

 E-1-1 








 
under Section 406(a) of ERISA. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in
the Note Purchase Agreement. 
  
 This Note is registered with the
Company and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s
attorney duly authorized in writing, a new Note of the same series for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person
in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 
  
 [The Company will make required prepayments of principal on the dates and in
the amounts specified in the Note Purchase Agreement.] [This Note is not subject to regularly scheduled prepayments of principal.] This Note is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the
terms specified in the Note Purchase Agreement, but not otherwise. 
  
 Pursuant to the Subsidiary Guaranty Agreement dated as of February     , 2005 (as amended or modified from time to time, the “Subsidiary Guaranty”), certain Subsidiaries of the Company have
absolutely and unconditionally guaranteed payment in full of the principal of, Make-Whole Amount, if any, and interest on this Note and the performance by the Company of its obligations contained in the Note Purchase Agreement all as more fully set
forth in said Subsidiary Guaranty. 
  
 If an Event of
Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect
provided in the Note Purchase Agreement. 
  

 E-1-2 








 This Note shall be construed and enforced in accordance with, and the rights of the parties shall be
governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State. 
  

			
	OLD DOMINION FREIGHT LINE, INC.
		
	By	 	  


	Name:	 	 
	Title:	 	 


  

 E-1-3