EX-4.10.1






Exhibit 4.10.1




AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of the 31st day of
December, 2010 (this “Amendment”), is entered into among OLD DOMINION FREIGHT LINE, INC., a
Virginia corporation (the “Borrower”), the Lenders and Wells Fargo Bank, National
Association, as successor-by-merger to Wachovia Bank, National Association, as agent for the
Lenders (the “Administrative Agent”).



RECITALS




A. The Borrower, the Lenders and the Administrative Agent are parties to that certain Amended
and Restated Credit Agreement dated as of August 10, 2006 (the “Credit Agreement”).
Capitalized terms used herein without definition shall have the meanings given to them in the
Credit Agreement.



B. The Borrower has notified the Lenders that it desires to enter into a certain Note Purchase
Agreement dated on or about January 3, 2011 between the Borrower and the purchasers listed therein
(the “2011 Note Purchase Agreement”) pursuant to which the Borrower would issue (i)
$50,000,000 in 4.00% Senior Notes, Tranche A, having a maturity date in January 2018 and (ii)
$45,000,000 in 4.79% Senior Notes, Tranche B, having a maturity date in January 2021.



C. The 2011 Note Purchase Agreement includes a covenant restricting the Borrower from
incurring other Liens which would violate Section 8.10 of the Credit Agreement.



D. The Borrower has requested that the Lenders amend the Credit Agreement to amend Section
8.10 to include an exception for the 2011 Note Purchase Agreement, as hereinafter provided, and the
Lenders are agreeable to such amendment pursuant to the terms herein.



STATEMENT OF AGREEMENT




NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT




1.1 Amendment to Section 8.10 of the Credit Agreement. Clause (iv) of Section 8.10 of
the Credit Agreement is hereby deleted and amended and restated in its entirety as follows:



(iv) the Note Purchase Agreement, any other note purchase agreements which the
Borrower was a party on the Restatement Effective Date (the “Other Note
Purchase Agreements”), the Note Purchase Agreement dated on or about January 3,
2011 between the Borrower and the purchasers listed therein pursuant to which the
Borrower issued or shall issue (i) $50,000,000 in 4.00% Senior Notes, Tranche A,
having a maturity date in January 2018 and (ii) an additional $45,000,000 in 4.79%
Senior Notes, Tranche B, having a maturity date in January 2021 (the “2011 Note
Purchase Agreement”), or any additional notes issued by the Borrower pursuant
to the Note Purchase Agreement, the Other Note Purchase Agreements or the 2011 Note
Purchase Agreement.



1.2 Amendment to Section 8.13 of the Credit Agreement. Section 8.13 of the Credit
Agreement is amended by adding the following new sentence to the end thereof:



Furthermore, the Borrower will not, and will not cause or permit any of its
Subsidiaries to, directly or indirectly, grant or suffer to exist any Lien to
secure the obligations under the Note Purchase Agreement or the 2011 Note Purchase
Agreement unless the Obligations will be equally and ratably secured with any and
all other obligations thereby secured, such Lien to be pursuant to an agreement
reasonably satisfactory to the Required Lenders.



ARTICLE II

CONDITIONS OF EFFECTIVENESS




This Amendment shall become effective as of the first date on which each of the following
conditions shall have been satisfied:



(a) The Administrative Agent shall have received counterparts of this Amendment that, when
taken together, bear the signatures of (i) the Borrower and (ii) the Required Lenders; and



(b) The Administrative Agent shall have received from the Borrower, payment in full for all
fees and expenses of counsel to the Administrative Agent related to the preparation and negotiation
of this Amendment.



ARTICLE III

REPRESENTATIONS AND WARRANTIES




The Borrower represents and warrants to the Administrative Agent and the Lenders that (i) the
representations and warranties contained in the Credit Agreement and the other Credit Documents are
true and correct in all material respects on and as of the date hereof, both immediately before and
after giving effect to this Amendment (except to the extent any such representation or warranty is
expressly stated to have been made as of a specific date, in which case such representation or
warranty shall be true and correct in all material respects as of such date), (ii) this Amendment
has been duly authorized, executed and delivered by the Borrower and constitutes the legal, valid
and binding obligation of the Borrower enforceable against it in accordance with its terms, and
(iii) no Default or Event of Default shall have occurred and be continuing as of the date hereof,
both immediately before and after giving effect to this Amendment.



ARTICLE IV

MISCELLANEOUS




4.1 Governing Law. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the State of North Carolina (without regard to the conflicts of law
provisions thereof).



4.2 Full Force and Effect. Except as expressly amended hereby, the Credit Agreement
shall continue in full force and effect in accordance with the provisions thereof on the date
hereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar
import shall, unless the context otherwise requires, mean the Credit Agreement after amendment by
this Amendment. Any reference to the Credit Agreement or any of the other Credit Documents herein
or in any such documents shall refer to the Credit Agreement and Credit Documents as amended
hereby. This Amendment is limited as specified and shall not constitute or be deemed to constitute
an amendment, modification or waiver of any provision of the Credit Agreement except as expressly
set forth herein. This Amendment shall constitute a Credit Document under the terms of the Credit
Agreement.



4.3 Expenses. The Borrower agrees to pay upon demand all reasonable out-of-pocket
costs and expenses of the Administrative Agent in connection with the preparation, negotiation,
execution and delivery of this Amendment (including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent with respect thereto).



4.4 Severability. To the extent any provision of this Amendment is prohibited by or
invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to
the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting
or invalidating such provision in any other jurisdiction or the remaining provisions of this
Amendment in any jurisdiction.



4.5 Successors and Assigns. This Amendment shall be binding upon, inure to the
benefit of and be enforceable by the respective successors and permitted assigns of the parties
hereto.



4.6 Construction. The headings of the various sections and subsections of this
Amendment have been inserted for convenience only and shall not in any way affect the meaning or
construction of any of the provisions hereof.



4.7 Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument.
Delivery of an executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their duly authorized officers as of the date first above written.




OLD DOMINION FREIGHT LINE, INC., as Borrower




By:       /s/ J. Wes Frye—

Name: J. Wes Frye

Title: Chief Financial Officer




1




WELLS FARGO BANK, NATIONAL ASSOCIATION, as




Administrative Agent and as a Lender




By: /s/ Andrea S. Chen—

Name: Andrea S. Chen

Title: Director




2



	 	 	 	 	 
	BANK OF AMERICA, N.A., as a Lender	 	 
	By:	 	___/s/ John L. Mercuri       

	 	 	Name: John L. Mercuri

Title:

	 	

Senior Vice President






3





	 	 	BRANCH BANKING AND TRUST COMPANY, as a Lender






By:       /s/ Preston W. Bergen—

Name: Preston W. Bergen

Title: Senior Vice President




4




U.S. BANK, NATIONAL ASSOCIATION, as a Lender




By:       /s/ Edward B. Hanson—

Name: Edward B. Hanson

Title: Vice President




5




HIGH POINT BANK AND TRUST COMPANY, as a Lender




By:  /s/ David G. Black—

Name: David G. Black

Title: EVP – Banking Group





6