of the Note Purchase Agreement. Section 15.1 of the Note Purchase Agreement is amended to read in its entirety as follows:
of the Note Purchase Agreement. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the MSCS Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such MSCS Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the MSCS Fee Letter, the Intercreditor Agreement or any Financing Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee (i) to the extent such Expense is attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the MSCS Fee Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 9.1 or 8.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement.
of the Note Purchase Agreement. The Company agrees to promptly furnish to the Paying Agent a copy of the current Note Register from time to time and the Paying Agent may conclusively rely on such copy. The Paying Agent further agrees that all sums from time to time deposited in the Remittance Account by or on behalf of the Company pursuant to its rights and obligations under the Note Purchase Agreement will be held by the Paying Agent in trust solely for the benefit of the Registered Holders; provided, however, that to the extent that the cash deposited in the Remittance Account exceeds the amount payable as determined in accordance with Sections 8.2.1, 8.2.2 and 8.2.3, as applicable, the Paying Agent shall promptly return such excess amounts to the Company. For avoidance of doubt, the Paying Agent shall not be responsible for paying interest on the Notes, except in connection with a prepayment thereof, and shall not be responsible for paying the principal thereof at the final stated maturity date.
of the Note Purchase Agreement. Section 11.5 of the Note Purchase Agreement is hereby amended by deleting the table of periods and minimum amounts set forth therein and inserting in lieu thereof the following new table:
of the Note Purchase Agreement. Section 11.2 of the Note Purchase Agreement is hereby deleted in its entirety and there is inserted in lieu thereof the following:
of 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 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 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. 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 Yield-Maintenance Amount) and with the effect provided in the Note Purchase Agreement. THIS NOTE AND THE NOTE PURCHASE AGREEMENT ARE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. OLD DOMINION FREIGHT LINE, INC. By ______________________________ Name: Title: EXHIBIT 1.2 [FORM OF SHELF NOTE] OLD DOMINION FREIGHT LINE, INC. SENIOR NOTE No. R-___ PPN: ORIGINAL PRINCIPAL AMOUNT: ORIGINAL ISSUE DATE: INTEREST RATE: INTEREST PAYMENT DATES:/1/ - FINAL MATURITY DATE: PRINCIPAL INSTALLMENT DATES AND AMOUNTS: _________________ /1/ Insert "February 10 and August 10" if interest payments are semi- - annually. Insert "February 10, May 10, August 10 and November 10" if interest payments are quarterly. Exhibit 1.2-1 FOR VALUE RECEIVED, the undersigned, OLD DOMINION FREIGHT LINE, INC. (the "Company"), a corporation organized and existing under the laws of Virginia, hereby promises to pay to _____________________, or registered assigns, the principal sum of [$________________] [on the Final Maturity Date specified above,] [payable in installments on the Principal Installment Dates and in the amounts specified above, and on the Final Maturity Date specified above in an amount equal to the unpaid balance of t...
of the Note Purchase Agreement. NOTHING IN THIS SECTION 9 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
of the Note Purchase Agreement. All notices to Pledgor shall be addressed in accordance with the information provided on the signature page hereto.
of the Note Purchase Agreement. Section 7.1(viii) of the Note Purchase Agreement shall be deleted in its entirety and replaced by the following:
of the Note Purchase Agreement. Section 2.2 of the Note Purchase Agreement is hereby amended by adding a new subsection (e) thereto immediately following subsection (d) thereof, as follows:
