Modified Traditional Numbering Used

CREDIT AGREEMENT

among

OLD DOMINION FREIGHT LINE, INC.,

THE LENDERS NAMED HEREIN,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent

$80,000,000 Senior Unsecured Revolving Credit Facility

Lead Arranger and Sole Book-Runner:

WACHOVIA SECURITIES, INC.

Dated as of June 30, 2003

TABLE OF CONTENTS

i

ii

iii

iv

EXHIBITS

SCHEDULES

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of the 30th day of June, 2003, 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 $80,000,000. 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 purchase of assets, 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, (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.

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

Adjusted Debt to Capital Ratio shall mean, as of the last day of any fiscal quarter, the ratio of (i) Consolidated Funded Debt, plus the Net Present Value of Operating Leases of the Borrower and its Subsidiaries, plus the aggregate face amount of all outstanding letters of credit (whether or not drawn) issued on behalf of the Borrower and its Subsidiaries to (ii) Consolidated Total Capitalization, plus the Net Present Value of Operating Leases of the Borrower and its Subsidiaries, plus the aggregate face amount of all outstanding letters of credit (whether or not drawn) issued on behalf of the Borrower and its Subsidiaries.

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