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Credit Agreement

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Title:

Credit Agreement

Entities:

Old Dominion Freight Line Inc.; Wachovia Bank, NA; Wachovia Capital Markets, LLC; Bank of America, NA; Bank of New York; Womble Carlyle Sandridge & Rice PLLC

Date:

2005

Size:

Preview shows 75KB of 418KB total

Price:

$65

ID:

#912444

► Loans ► Credit Agreements
► Financial
► Financial ► Money Center Banks
► Transportation ► Trucking
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Schedule 4.8

CREDIT AGREEMENT

among

OLD DOMINION FREIGHT LINE, INC.,

THE LENDERS NAMED HEREIN,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent

$110,000,000 Senior Unsecured Revolving Credit Facility

Lead Arranger and Sole Book-Runner:

WACHOVIA CAPITAL MARKETS, LLC

Dated as of September 22, 2005

TABLE OF CONTENTS


		Page
RECITALS		1

	ARTICLE I

	DEFINITIONS

1.1	Defined Terms	1
1.2	Accounting Terms	19
1.3	Other Terms; Construction	19

	ARTICLE II

	AMOUNT AND TERMS OF THE LOANS

2.1	Commitments.	19
2.2	Borrowings.	20
2.3	Disbursements; Funding Reliance; Domicile of Loans.	23
2.4	Evidence of Debt; Notes.	24
2.5	Termination and Reduction of Commitments and Swingline Commitment.	25
2.6	Mandatory Payments and Prepayments.	25
2.7	Voluntary Prepayments.	26
2.8	Interest.	26
2.9	Fees	28
2.10	Interest Periods	29
2.11	Conversions and Continuations.	30
2.12	Method of Payments; Computations.	31
2.13	Recovery of Payments.	32
2.14	Use of Proceeds	32
2.15	Pro Rata Treatment.	32
2.16	Increased Costs; Change in Circumstances; Illegality; etc.	33
2.17	Taxes.	35
2.18	Compensation	38
2.19	Substitution of Lender	38
2.20	Increase in Commitments.	38

	ARTICLE III

	LETTERS OF CREDIT

3.1	Issuance; Existing Letters of Credit	41
3.2	Notices	42
3.3	Participations	43
3.4	Reimbursement	43
3.5	Payment by Revolving Loans	43


3.6	Payment to Lenders	44
3.7	Obligations Absolute	44
3.8	Cash Collateral Account	46
3.9	Effectiveness	46

	ARTICLE IV

	CONDITIONS OF BORROWING

4.1	Conditions of Initial Borrowing	47
4.2	Conditions of All Borrowings	49

	ARTICLE V

	REPRESENTATIONS AND WARRANTIES

5.1	Corporate Organization and Power	50
5.2	Authorization; Enforceability	50
5.3	No Violation	51
5.4	Governmental and Third-Party Authorization; Permits.	51
5.5	Litigation	52
5.6	Taxes	52
5.7	Subsidiaries	52
5.8	Full Disclosure	52
5.9	Margin Regulations	52
5.10	No Material Adverse Change	53
5.11	Financial Matters.	53
5.12	Ownership of Properties	54
5.13	ERISA.	54
5.14	Environmental Matters.	54
5.15	Compliance with Laws	55
5.16	Regulated Industries	55
5.17	Insurance	56
5.18	Material Contracts	56
5.19	Trade Relations	56
5.20	Labor Relations	56
5.21	Leases	56
5.22	OFAC; Anti-Terrorism Laws.	57

	ARTICLE VI

	AFFIRMATIVE COVENANTS

6.1	Financial Statements	57
6.2	Other Business and Financial Information	58
6.3	Existence; Franchises; Maintenance of Properties	61
6.4	Compliance with Laws	61
6.5	Payment of Obligations	61


6.6	Insurance	61
6.7	Maintenance of Books and Records; Inspection	61
6.8	Permitted Acquisitions.	62
6.9	Creation or Acquisition of Subsidiaries	63
6.10	Further Assurances	63
6.11	Most Favored Lender	63
6.12	OFAC, PATRIOT Act Compliance	64

	ARTICLE VII

	FINANCIAL COVENANTS

7.1	Consolidated Debt to Consolidated Total Capitalization	65
7.2	Fixed Charge Coverage Ratio	65

	ARTICLE VIII

	NEGATIVE COVENANTS

8.1	Merger; Consolidation	65
8.2	Indebtedness	65
8.3	Liens	67
8.4	Disposition of Assets	69
8.5	Investments	69
8.6	Restricted Payments	70
8.7	Transactions with Affiliates	70
8.8	Lines of Business	71
8.9	Limitation on Certain Restrictions	71
8.10	No Other Negative Pledges	71
8.11	Fiscal Year	71
8.12	Accounting Changes	71
8.13	Certain Amendments	71

	ARTICLE IX

	EVENTS OF DEFAULT

9.1	Events of Default	72
9.2	Remedies: Termination of Commitments, Acceleration, etc	74
9.3	Remedies: Set-Off	75

	ARTICLE X

	THE AGENT

10.1	Appointment	75
10.2	Nature of Duties	75
10.3	Exculpatory Provisions	76

iii


10.4	Reliance by Agent	76
10.5	Non-Reliance on Agent and Other Lenders	77
10.6	Notice of Default	77
10.7	Indemnification	77
10.8	The Agent in its Individual Capacity	78
10.9	Successor Agent	78
10.10	Issuing Lender and Swingline Lender	79

	ARTICLE XI

	MISCELLANEOUS

11.1	Fees and Expenses	79
11.2	Indemnification	79
11.3	Governing Law; Consent to Jurisdiction	80
11.4	Arbitration; Preservation and Limitation of Remedies.	81
11.5	Notices	82
11.6	Amendments, Waivers, etc	82
11.7	Successors and Assigns.	83
11.8	No Waiver	87
11.9	Survival	87
11.10	Severability	87
11.11	Construction	88
11.12	Confidentiality	88
11.13	Counterparts	88
11.14	Disclosure of Information	88
11.15	Entire Agreement	88
11.16	USA Patriot Act Notice	89

EXHIBITS


Exhibit A-1		Form of Revolving Note
Exhibit A-2		Form of Swingline Note
Exhibit B-1		Form of Notice of Borrowing
Exhibit B-2		Form of Notice of Swingline Borrowing
Exhibit B-3		Form of Notice of Conversion/Continuation
Exhibit B-4		Form of Letter of Credit Notice
Exhibit C		Form of Compliance Certificate
Exhibit D		Form of Assignment and Acceptance
Exhibit E		Form of Subsidiary Guaranty

SCHEDULES

Schedule 1.1		Commitments
Schedule 3.1		Existing Letters of Credit
Schedule 5.4		Consents and Approvals
Schedule 5.7		Subsidiaries
Schedule 5.17		Insurance
Schedule 5.18		Material Contracts
Schedule 8.2		Indebtedness
Schedule 8.3		Liens
Schedule 8.5A		Existing Investments
Schedule 8.5B		Borrowers Investment Policy
Schedule 8.7		Transactions with Affiliates

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of the 22 day of September, 2005, is made among OLD DOMINION FREIGHT LINE, INC., a Virginia corporation (the Borrower), the banks and financial institutions listed on the signature pages hereto or that become parties hereto after the date hereof, and WACHOVIA BANK, NATIONAL ASSOCIATION (Wachovia), as agent for the Lenders. Capitalized terms used herein shall have the meanings given to such terms in Article I.

RECITALS

A. The Borrower has requested that the Lenders make available to the Borrower a revolving credit facility in the aggregate principal amount of $110,000,000. The Borrower will use the proceeds of this facility to refinance certain existing indebtedness, to pay or reimburse certain fees and expenses in connection herewith, and for working capital, the issuance of letters of credit, and general corporate purposes, all as more fully described herein.

B. The Lenders are willing to make available to the Borrower the revolving credit facility described herein subject to and on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual provisions, covenants and agreements herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms shall have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms thereof):

Account Designation Letter shall mean a letter from the Borrower to the Agent, duly completed and signed by an Authorized Officer and in form and substance satisfactory to the Agent, listing any one or more accounts to which the Borrower may from time to time request the Agent to forward the proceeds of any Loans made hereunder.

Acquisition shall mean any transaction or series of related transactions, consummated on or after the date hereof, by which the Borrower directly, or indirectly through one or more Subsidiaries, (i) acquires any going business, or all or substantially all of the assets, of any Person, whether through the purchase of assets, a merger or otherwise, or (ii) acquires securities or other ownership interests of any Person having at least a majority of combined voting power of the then outstanding securities or other ownership interests of such Person.

Acquisition Amount shall mean, with respect to any Acquisition, the sum (without duplication) of (i) the amount of cash paid by the Borrower and its Subsidiaries in connection

with such Acquisition (net of cash and Cash Equivalents), (ii) the Fair Market Value of all Capital Stock of the Borrower issued or given in connection with such Acquisition, (iii) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of all Indebtedness incurred, assumed or acquired by the Borrower and its Subsidiaries in connection with such Acquisition, (iv) all additional purchase price amounts in connection with such Acquisition in the form of earnouts and other contingent obligations that should be recorded as a liability on the balance sheet of the Borrower and its Subsidiaries or expensed, in either event in accordance with GAAP, Regulation S-X under the Securities Act of 1933, as amended, or any other rule or regulation of the Securities and Exchange Commission, (v) all amounts paid in respect of covenants not to compete, consulting agreements and other affiliated contracts in connection with such Acquisition, (vi) the amount of all transaction fees and expenses (including, without limitation, legal, accounting and finders fees and expenses) incurred by the Borrower and its Subsidiaries in connection with such Acquisition and (vii) the aggregate fair market value of all other consideration given by the Borrower and its Subsidiaries in connection with such Acquisition.

Additional Lender shall have the meaning given to such term in Section 2.20(a).

Adjusted LIBOR Market Index Rate shall mean, at any time with respect to any LIBOR Market Index Loans, a rate per annum equal to the LIBOR Market Index Rate as in effect at such time plus the Applicable Margin Percentage for LIBOR Market Index Loans as in effect at such time.

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