EXHIBIT 4.21
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND
COMMITMENT INCREASE AGREEMENT
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND COMMITMENT INCREASE AGREEMENT (this “Agreement”), dated as of May 23, 2025, is among Old Dominion Freight Line, Inc., a Virginia corporation (the “Borrower”), the Lenders party hereto, and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”).
WHEREAS, reference is hereby made to that certain Third Amended and Restated Credit Agreement dated as of March 22, 2023 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated August 28, 2024, as amended by this Agreement and as otherwise amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement).
WHEREAS, the Borrower has requested an increase in the aggregate Commitments on the terms and subject to the conditions set forth herein and in the Credit Agreement.
WHEREAS, the certain Increasing Lenders (as defined below) have agreed to increase their Commitments subject to the terms and conditions set forth herein.
WHEREAS, the parties hereto have agreed to amend certain provisions of the Credit Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AMENDMENTS TO CREDIT AGREEMENT
“10.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each Issuing Lender expressly acknowledges that none of the Administrative Agent, the Arrangers or any of their respective Related Parties has made any representations or warranties to it and that no act taken or failure to act by the Administrative Agent, any Arranger or any of their respective Related Parties, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower and its Subsidiaries or Affiliates shall be deemed to constitute a representation or warranty of the Administrative Agent, any Arranger or any of their respective Related Parties to any Lender, any Issuing Lender or any other Person as to any matter, including whether the Administrative Agent, any