First Amendment to the Credit Agreement



 Exhibit 4.7.7 
  

  
 FIRST AMENDMENT 
  
 to the 
  
 CREDIT AGREEMENT, 
  
 dated as of June 30, 2003, 
  
 among 
  
 OLD DOMINION FREIGHT LINE, INC., 
  
 THE LENDERS NAMED HEREIN, 
  
 and 
  
 WACHOVIA BANK, NATIONAL ASSOCIATION, 
 as Agent 
  
 Dated April 14, 2004 
  








 FIRST AMENDMENT TO CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT, dated the 14th day of April, 2004 (this ”Amendment”), is made in respect of
the Credit Agreement dated as of June 30, 2003 by and between OLD DOMINION FREIGHT LINE, INC., a Virginia corporation, the Lenders named therein and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent for the Lenders (the ”Credit
Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement. 
  
 The parties hereto agree to amend the Credit Agreement as set forth herein. 
  
 STATEMENT OF AGREEMENT 
  
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto for
themselves and their successors and assigns, agree as follows: 
  
 ARTICLE I. 
  
 AMENDMENT TO CREDIT AGREEMENT

  
 Each of Sections 3.1(a)(i) and 8.2(vi)(B)(i) of the Credit
Agreement are amended by replacing the reference to “$30,000,000” with “$40,000,000”. 
  
 ARTICLE II. 
  
 EFFECTIVENESS 
  
 This Amendment shall be
effective when the Agent receives counterparts of this Amendment duly executed by the Borrower and each of the Required Lenders. 
  
 ARTICLE III. 
  
 MISCELLANEOUS 
  
 3.1 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 being amended 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. 
  
 3.2 Applicable 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). 







 3.3 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. 
  
 3.4 Headings. The headings of this Amendment are for the
purposes of reference only and shall not affect the construction of this Amendment. 
  
 3.5 Fees and Expenses. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Agent in connection with the preparation, execution and delivery of this Amendment and the other
documentation prepared in connection therewith, including without limitation, all reasonable attorney’s fees. 
  

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 IN WITNESS WHEREOF, the Borrower, Wachovia, as Lender, Issuing Lender, Swingline Lender and Agent,
and the Required Lenders have caused this Amendment to be executed by their duly authorized officers all as of the day and year first above written. 
  

			
	 OLD DOMINION FREIGHT LINE, INC., as
 Borrower

		
	 By:
	 	 /s/ J. Wes Frye


	 Name:
	 	J. Wes Frye
	 Title:
	 	 Senior Vice President – Finance/ Chief Financial Officer

	
	 WACHOVIA BANK, NATIONAL
 ASSOCIATION, as Agent, Issuing Lender,
 Swingline Lender and as a Lender

		
	 By:
	 	 /s/ Andrew Payne


	 Name:
	 	 Andrew Payne

	 Title:
	 	 Director

	
	BANK OF AMERICA, N.A., as a Lender
		
	 By:
	 	 /s/ Leesa C. Sluder


	 Name:
	 	Leesa C. Sluder
	 Title:
	 	Senior Vice President
	
	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	 By:
	 	 /s/ Preston W. Bergen


	 Name:
	 	Preston W. Bergen
	 Title:
	 	Senior Vice President


  

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