0001193125-06-094582 Sample Contracts

OLD DOMINION FREIGHT LINE, INC. $100,000,000 5.85% Series A Senior Notes, Tranche A, due April 25, 2016 $75,000,000 5.85% Series A Senior Notes, Tranche B, due April 25, 2016
Note Purchase Agreement • May 1st, 2006 • Old Dominion Freight Line Inc/Va • Trucking (no local) • New York

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:

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FIRST AMENDMENT to the CREDIT AGREEMENT, dated as of September 22, 2005, among OLD DOMINION FREIGHT LINE, INC., THE LENDERS NAMED HEREIN, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent Dated April 21, 2006
Credit Agreement • May 1st, 2006 • Old Dominion Freight Line Inc/Va • Trucking (no local) • North Carolina

THIS FIRST AMENDMENT, dated the 21st day of April, 2006 (this “Amendment”), is made in respect of the Credit Agreement, dated as of September 22, 2005, 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.

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