Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On November 21, 2019, Old Dominion Freight Line, Inc. (the "Company") entered
into a five-year, $250.0 million senior unsecured revolving credit facility
pursuant to the terms of a second amended and restated credit agreement (the
"Credit Agreement"), dated as of November 21, 2019, with Wells Fargo Bank,
National Association, as administrative agent, and the Lenders named therein
(collectively, the "Lenders"). The Credit Agreement amends and restates the
terms of the Company's existing five-year, $300.0 million senior unsecured
revolving credit facility, dated as of December 15, 2015, as amended on
September 9, 2016. The following description is a summary of the material terms
and conditions of the Credit Agreement. This summary is not complete and is
qualified in its entirety by reference to the Credit Agreement filed as Exhibit
4.14 to this Current Report on Form 8-K and incorporated herein by reference.
The definitions of capitalized terms, if not so defined herein, may be found in
the Credit Agreement.
Of the $250.0 million in line of credit commitments provided by the Lenders,
$100.0 million may be used for letters of credit and 10% of the aggregate
commitments under the facility as of any date of determination may be used for
Swingline Loans. In addition, the Company shall have the right to request an
increase in the aggregate Commitments of up to $400.0 million, which may include
one or more Term Loan Commitments. At the Company's option, borrowings under the
Credit Agreement shall generally bear interest at a rate based on either (i)
LIBOR (including applicable successor provisions) plus an applicable margin that
shall range from 1.000% to 1.375%; or (ii) a Base Rate plus an applicable margin
that shall range from 0.000% to 0.375%. The applicable margin for each of the
above options is dependent upon the Company's Consolidated Debt to Consolidated
Total Capitalization ratio.
The Credit Agreement contains terms and provisions (including representations,
covenants and conditions) customary for transactions of this type. Financial
covenants include a maximum Consolidated Debt to Consolidated Total
Capitalization ratio (not to be more than 0.60 to 1.00) and a minimum Fixed
Charge Coverage Ratio (not to be less than 2.00 to 1.00). Other covenants
include, but are not limited to, mergers and consolidations, additional
indebtedness, limitations on liens, disposition of assets, investments,
restricted payments and transactions with affiliates. The Credit Agreement also
contains customary events of default.
The Company intends to use any proceeds of the borrowings under the Credit
Agreement for working capital, the issuance of Letters of Credit and general
corporate purposes in accordance with the terms and provisions of the Credit
Agreement. The Company has normal banking relationships with the Lenders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
4.14 Second Amended and Restated Credit
Agreement, dated November 21, 2019,
among Old Dominion Freight Line,
Inc., Wells Fargo Bank, National
Association, as Administrative
Agent, and the Lenders named
therein
104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document)
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