Common use of of the Note Purchase Agreement Clause in Contracts

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 the principal hereof,] with interest (computed on the basis of a 360-day year of twelve 30-day months on the unpaid balance thereof (a) at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) including any Yield-Maintenance Amount (as defined in the Note Purchase Agreement referred to below) during any period in which a Default (as defined in the Note Purchase Agreement referred to below) has occurred or is existing, at a Default Rate [at a rate per annum from time to time equal to 2% per annum above the Interest Rate specified above] payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, and interest on, and any Yield-Maintenance Amount payable with respect to, this Note are to be made at the address shown in the register maintained by the Company for such purpose or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America. This Note is one of a series of Shelf Notes (herein called the "Notes") issued pursuant to a Note Purchase and Shelf Agreement, dated as of May 1, 2001 (the "Note Purchase Agreement"), among the Company, The Prudential Insurance Company of America and other Purchasers listed on Schedule A attached thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or from time to time in part on the terms specified 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 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 shall not be affected by any notice to the contrary. In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner 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 2.2(d) [FORM OF REQUEST FOR PURCHASE] Reference is made to the Note Purchase Agreement (the "Agreement"), dated as of May 1, 2001, among OLD DOMINION FREIGHT LINE, INC. (the "Company"), and The Prudential Insurance Company of America ("Prudential") and/or its affiliates, indirect subsidiaries or managed accounts ("Prudential Affiliates"). All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement. Pursuant to Section 2.2(d) of the Agreement, the Company hereby makes the following Request for Purchase: Aggregate principal amount of the Shelf Notes (the "Shelf Notes")

of the Note Purchase Agreement. The Notes are entitled to the benefits of a Subsidiary Guaranty Agreement and an Intercreditor Agreement (each as defined 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 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. Exhibit 1 (to Note Purchase Agreement) 92 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 YieldMake-Maintenance Whole Amount) and with the effect provided in the Note Purchase Agreement. THIS NOTE 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. ALLIANCE REsouRcE GP, LLC By: Alliance Resource Holdings, Inc., its sole member By ------------------------------------------- Its ------------------------------------- FORM OF OPINION OF SPECIAL COUNSEL FOR THE COMPANY AND THE NOTE PURCHASE AGREEMENT ARE GOVERNED BYORIGINAL SUBSIDIARY GUARANTORS The closing opinion of Andrxxx & Xurtx X.X.P., AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITHspecial counsel for the Company, 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 which is called for by Section 4.4(a) 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 the principal hereof,] with interest (computed on the basis of a 360-day year of twelve 30-day months on the unpaid balance thereof (a) at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) including any Yield-Maintenance Amount (as defined in the Note Purchase Agreement referred to below) during any period in which a Default (as defined in shall be dated the Note Purchase Agreement referred to below) has occurred or is existing, at a Default Rate [at a rate per annum from time to time equal to 2% per annum above the Interest Rate specified above] payable on each Interest Payment Date as aforesaid (or, at the option date of the registered holder hereofClosing and addressed to the Purchasers, on demand). Payments of principal of, shall be satisfactory in scope and interest on, form to the Purchasers and any Yield-Maintenance Amount payable with respect to, this Note are shall cover such matters incident to be made at the address shown in the register maintained by the Company for such purpose or at such other place transactions contemplated hereby as the holder hereof shall designate to Purchasers or the Company in writing, in lawful money of the United States of America. This Note is one of a series of Shelf Notes (herein called the "Notes") issued pursuant to a Note Purchase and Shelf Agreement, dated as of May 1, 2001 (the "Note Purchase Agreement"), among the Company, The Prudential Insurance Company of America and other Purchasers listed on Schedule A attached thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or from time to time in part on the terms specified 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 registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company Purchasers' special counsel 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 shall not be affected by any notice to the contrary. In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner 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 2.2(d) [FORM OF REQUEST FOR PURCHASE] Reference is made to the Note Purchase Agreement (the "Agreement"), dated as of May 1, 2001, among OLD DOMINION FREIGHT LINE, INC. (the "Company"), and The Prudential Insurance Company of America ("Prudential") and/or its affiliates, indirect subsidiaries or managed accounts ("Prudential Affiliates"). All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement. Pursuant to Section 2.2(d) of the Agreement, the Company hereby makes the following Request for Purchase: Aggregate principal amount of the Shelf Notes (the "Shelf Notes")reasonably request.

of the Note Purchase Agreement. This Note is a registered Note and, may not be voluntarily prepaid except 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, permitted 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, terms of Section 3.3(c) and registered in the name of, the transferee. Prior to due presentment for registration (d) 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 All payments hereunder shall be made in lawful money of the United States of America in same day funds to optional prepaymentPayee by crediting, in whole or from before 12:00 p.m. (noon), New York time to time in part, at the times and on the applicable Quarterly Date, through wire transfer, the account of payee identified on Schedule 3.6 of the Note Purchase Agreement in accordance with the instructions set forth therein, or such other account as shall be designated in writing by Payee for such purpose in accordance with the terms specified in of the Note Purchase Agreement, but not otherwise. If Upon the occurrence and continuation of an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, unpaid balance of the principal amount of this Note along with all accrued and unpaid interest and Deferred Base Interest thereon, may become, or may be declared or otherwise become to be, due and payable in the manner, at the price (including along with any applicable Yield-Maintenance Amount) premium, upon the conditions and with the effect provided in the Note Purchase Agreement. The terms of this Note are subject to amendment only in the manner provided in the Note Purchase Agreement. This Note is subject to restrictions on transfer or assignment as provided in Section 9.1 of the Note Purchase Agreement. No reference herein to the Note Purchase Agreement and no provision of this Note or the Note Purchase Agreement shall alter or impair the obligations of Issuer, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times and in the currency prescribed herein and in the Note Purchase Agreement. THIS NOTE AND THE NOTE PURCHASE AGREEMENT ARE RIGHTS AND OBLIGATIONS OF ISSUER AND PAYEE HEREUNDER SHALL BE 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 YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 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 the principal hereof,] with interest (computed on the basis of a 360-day year of twelve 30-day months on the unpaid balance thereof (a) at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) including any Yield-Maintenance Amount (as defined in the Note Purchase Agreement referred to below) during any period in which a Default (as defined in the Note Purchase Agreement referred to below) has occurred or is existing, at a Default Rate [at a rate per annum from time to time equal to 2% per annum above the Interest Rate specified above] payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, and interest on, and any Yield-Maintenance Amount payable with respect to, this Note are to be made at the address shown in the register maintained by the Company for such purpose or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America. This Note is one of a series of Shelf Notes (herein called the "Notes") issued pursuant to a Note Purchase and Shelf Agreement, dated as of May 1, 2001 (the "Note Purchase Agreement"), among the Company, The Prudential Insurance Company of America and other Purchasers listed on Schedule A attached thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or from time to time in part on the terms specified 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 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 shall not be affected by any notice to the contrary. In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner 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 GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. OLD DOMINION FREIGHT LINEIssuer promises to pay all costs and expenses, INC. By______________________________ Name: Title: EXHIBIT 2.2(d) [FORM OF REQUEST FOR PURCHASE] Reference is made to including reasonable attorneys’ fees, all as provided in Section 9.1 of the Note Purchase Agreement (Agreement, incurred in the "Agreement")collection and enforcement of this Note. Issuer and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, dated as of May 1, 2001, among OLD DOMINION FREIGHT LINE, INC. (the "Company")without notice, and The Prudential Insurance Company hereby waive diligence, presentment, protest, demand and notice of America ("Prudential") and/or its affiliatesevery kind and, indirect subsidiaries or managed accounts ("Prudential Affiliates"). All terms used herein that are defined in to the Agreement have the respective meanings specified in the Agreement. Pursuant to Section 2.2(d) of the Agreementfull extent permitted by law, the Company hereby makes the following Request for Purchase: Aggregate principal amount right to plead any statute of the Shelf Notes (the "Shelf Notes")limitations as a defense to any demand hereunder.

of the Note Purchase Agreement. This The Issuer hereby acknowledges and makes this Note a registered obligation for United States withholding tax purposes. The Issuer shall be the registrar for this Note (the "REGISTRAR") with full power of substitution. In the event the Registrar becomes unable or unwilling to act as registrar under this Note, the Issuer shall reasonably designate a successor Registrar. Each Holder who is a registered foreign person, by its acceptance of this Note, hereby agrees to provide the Issuer, for the benefit of the Issuer, with a completed Internal Revenue Service Form W-8 (Certificate of Foreign Status) or a substantially similar form for such Holder, participants or other affiliates who are holders of beneficial interests in this Note. Notwithstanding any 2 APS HEALTHCARE HOLDINGS, INC. AMENDED AND RESTATED NOTE contrary provision contained in this Note andor any of the other Note Documents, as provided neither this Note nor any interests therein may be sold, transferred, hypothecated, participated or assigned to any Person except upon satisfaction of the conditions specified in this paragraph. Each Holder, by its acceptance of its Note(s), agrees to be bound by the Note Purchase Agreement, upon surrender provisions of this paragraph and to indemnify and hold harmless the Registrar against any and all loss or liability arising from the disposition by such Holder of this Note for registration or any interest therein in violation of transfer, duly endorsed, this paragraph. The Registrar shall keep at its principal executive office (or accompanied an office or agency designated by a written instrument of transfer duly executed, it 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 contrarylast registered Holder) a ledger, in which, subject to such reasonable regulations as it may prescribe, but at its expense (except as specified below), it shall provide for the registration and transfer of this Note. No sale, transfer, hypothecation, participation or assignment of this Note or any interest herein shall be effective for any purpose until it shall be registered on the books of the Registrar to be maintained for such purpose. The Company will make required prepayments Registrar shall record the transfer of principal this Note on the dates books maintained for this purpose upon receipt by the Registrar at the office or agency designated by the Registrar of (a) a written assignment of this Note (or the applicable interest therein), (b) funds sufficient to pay any transfer taxes payable upon the making of such transfer as well as the cost of reviewing the documents presented to the Registrar, and in (c) such evidence of due execution as the amounts specified in Registrar shall reasonably require. The Registrar shall record the transfer of this Note Purchase Agreementon the books maintained for such purpose at the cost and expense of the assignee. 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. Issuer, for itself and its successors and assigns, hereby: (i) waives demand, presentment for payment, notice of nonpayment, protest, notice of protest, notice of intent to accel+erate, notice of acceleration and all other notice, filing of suit and diligence in collecting this Note or enforcing any of its remedies, (ii) agrees that Holder shall not be required first to institute suit or exhaust its remedies hereon against Issuer or others liable or to become liable hereon or to enforce its rights against them and (iii) consents to any extension or postponement of time of payment of this Note and to any other indulgence with respect hereto without notice thereof to Issuer. This Note, and the terms, conditions and provisions hereof, may not be changed, modified, amended or terminated except as provided in the Note Purchase Agreement. 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 BYThis Note shall be construed and enforced in accordance with, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITHand the rights of the parties shall be governed by, THE INTERNAL LAWS OF THE STATE OF NEW YORKthe 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 LINENotwithstanding anything to the contrary contained elsewhere in this Note or in any other Note Document, the Issuer and the Holder of this Note hereby agree that all agreements among them under this Note and the other Note Documents, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency or 3 APS HEALTHCARE HOLDINGS, INC. By ______________________________ Name: Title: EXHIBIT 1.2 [FORM OF SHELF NOTE] OLD DOMINION FREIGHT LINEAMENDED AND RESTATED NOTE event whatsoever shall the amount paid, INCor agreed to be paid, to such Holder for the use, forbearance, or detention of the money loaned to the Issuer and evidenced hereby or thereby or for the performance or payment of any covenant or obligation contained herein or therein, exceed the Highest Lawful Rate. 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 10If due to any circumstance whatsoever, May 10fulfillment of any provisions of this Note or any of the other Note Documents at the time performance of such provision shall be due shall exceed the Highest Lawful Rate, August 10 and November 10" if interest payments are quarterly. Exhibit 1.2-1 FOR VALUE RECEIVEDthen, automatically, the undersigned, OLD DOMINION FREIGHT LINE, INC. (obligation to be fulfilled shall be modified or reduced to the "Company"), a corporation organized and existing under extent necessary to limit such interest to 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 aboveHighest Lawful Rate, and on if from any such circumstance such Holder should ever receive anything of value deemed interest by Governing Law which would exceed the Final Maturity Date specified above in an amount equal Highest Lawful Rate, such excessive interest shall be applied to the unpaid balance reduction of the principal hereof,] with amount then outstanding hereunder or on account of any other then outstanding Obligations and not to the payment of interest, or if such excessive interest (computed on exceeds the basis of a 360-day year of twelve 30-day months on the principal unpaid balance thereof (a) at then outstanding hereunder and such other then outstanding Obligations, such excess shall be refunded to the Interest Rate per annum specified aboveIssuer. All sums paid or agreed to be paid to such Holder for the use, payable on each Interest Payment Date specified above forbearance, or detention of the Obligations and on other Indebtedness of the Final Maturity Date specified aboveIssuer to the Holders, commencing with to the Interest Payment Date next succeeding extent permitted by Governing Law, shall be amortized, prorated, allocated and spread throughout the date hereoffull term of such Indebtedness, until payment in full thereof, so that the principal hereof shall have become due and payableactual rate of interest on account of all such Indebtedness does not exceed the Highest Lawful Rate throughout the entire term of such Indebtedness. For purposes of this paragraph, and (b) including any Yield-Maintenance Amount (as defined in the Note Purchase Agreement referred to below) during any period in which a Default (as defined in the Note Purchase Agreement referred to below) has occurred or is existing"HIGHEST LAWFUL RATE" means, at a Default Rate [any given time during which any Obligations shall be outstanding hereunder, the maximum nonusurious interest rate that at a rate per annum from any time to time equal to 2% per annum above the Interest Rate specified above] payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, and interest on, and any Yield-Maintenance Amount payable with respect to, this Note are to be made at the address shown in the register maintained by the Company for such purpose or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America. This Note is one of a series of Shelf Notes (herein called the "Notes") issued pursuant to a Note Purchase and Shelf Agreement, dated as of May 1, 2001 (the "Note Purchase Agreement"), among the Company, The Prudential Insurance Company of America and other Purchasers listed on Schedule A attached thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or from time to time in part may be contracted for, taken, reserved, charged or received on the terms specified in Obligations, under the Note Purchase Agreement. This Note is a registered Note and, as provided in laws of the Note Purchase Agreement, upon surrender State of New York (or the law of any other jurisdiction whose laws may be mandatorily applicable notwithstanding other provisions of this Note for registration of transfer, duly endorsedand the other Note Documents), or accompanied by under applicable federal laws which may presently or hereafter be in effect and which allow a written instrument higher maximum nonusurious interest rate than under the laws of transfer duly executed, by the registered holder hereof State of New York (or such holderother jurisdiction's attorney duly authorized law), in writingany case after taking into account, a new to the extent permitted by Governing Law, any and all relevant payments or charges under this Note for a like principal amount will be issued toand any other Note Documents executed in connection herewith, and registered in the name ofany available exemptions, the transfereeexceptions and exclusions. Prior to due presentment for registration The terms and provisions 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 paragraph shall control every other purposes, and the Company shall not be affected by any notice to the contrary. In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal provision of this Note may be declared or otherwise become due and payable in all agreements among the manner Obligors and with the effect provided in the Note Purchase Agreementsuch Holder. 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[Signature page follows] 4 APS HEALTHCARE HOLDINGS, INC. By______________________________ Name: Title: EXHIBIT 2.2(d) [FORM OF REQUEST FOR PURCHASE] Reference is made to the Note Purchase Agreement (the "Agreement"), dated as of May 1, 2001, among OLD DOMINION FREIGHT LINE, INC. (the "Company"), and The Prudential Insurance Company of America ("Prudential") and/or its affiliates, indirect subsidiaries or managed accounts ("Prudential Affiliates"). All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement. Pursuant to Section 2.2(d) of the Agreement, the Company hereby makes the following Request for Purchase: Aggregate principal amount of the Shelf Notes (the "Shelf Notes")AMENDED AND RESTATED NOTE

of the Note Purchase Agreement. The Notes are entitled to the benefits of a Subsidiary Guarantee Agreement and an Intercreditor Agreement (each as defined in the Note Purchase Agreement). EXHIBIT 1 (TO 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 holdxx'x xttorney 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 YieldMake-Maintenance Whole 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 This Note shall be construed 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 enforced in installments on the Principal Installment Dates and in the amounts specified aboveaccordance with, and on the Final Maturity Date specified above in an amount equal to the unpaid balance rights of the principal hereof,] with interest (computed on the basis of a 360-day year of twelve 30-day months on the unpaid balance thereof (a) at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above issuer and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) including any Yield-Maintenance Amount (as defined in the Note Purchase Agreement referred to below) during any period in which a Default (as defined in the Note Purchase Agreement referred to below) has occurred or is existing, at a Default Rate [at a rate per annum from time to time equal to 2% per annum above the Interest Rate specified above] payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand). Payments of principal of, and interest on, and any Yield-Maintenance Amount payable with respect to, this Note are to be made at the address shown in the register maintained by the Company for such purpose or at such other place as the holder hereof shall designate to be governed by, the Company in writing, in lawful money law of the United States State of AmericaNew York. This Note is one of a series of Shelf Notes (herein called the "Notes") issued pursuant to a Note Purchase and Shelf AgreementALLIANCE RESOURCE GP, dated as of May 1LLC By: Alliance Coal Corporation, 2001 (the "Note Purchase Agreement"), among the Company, The Prudential Insurance Company of America and other Purchasers listed on Schedule A attached thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or from time to time in part on the terms specified 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 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 shall not be affected by any notice to the contrary. In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner 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. its sole member ------------------------------------------- By______________________________ Name: Title: EXHIBIT 2.2(d) [FORM OF REQUEST FOR PURCHASE] Reference is made to the Note Purchase Agreement (the "Agreement"), dated as of May 1, 2001, among OLD DOMINION FREIGHT LINE, INC. (the "Company"), and The Prudential Insurance Company of America ("Prudential") and/or its affiliates, indirect subsidiaries or managed accounts ("Prudential Affiliates"). All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement. Pursuant to Section 2.2(d) of the Agreement, the Company hereby makes the following Request for Purchase: Aggregate principal amount of the Shelf Notes (the "Shelf Notes")------------------------------------------- Its -------------------------------------------