O’Reilly Automotive, Inc. Underwriting AgreementUnderwriting Agreement • March 4th, 2016 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
O’Reilly Automotive, Inc., a Missouri corporation (the “Company”), proposes, upon the terms and conditions set forth herein, to issue and sell $500,000,000 aggregate principal amount of its 3.550% Senior Notes due 2026 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc. are acting as representatives (the “Representatives”). The Notes will be issued pursuant to an Indenture to be dated as of March 8, 2016 (the “Base Indenture”), by and among the Company, the Guarantors (as defined below) and UMB Bank, N.A., as Trustee (the “Trustee”), as supplemented by the supplemental indenture, to be dated as of March 8, 2016 (together with the Base Indenture, the “Indenture”), by and among the Company, the Guarantors (as defined below) and the Trustee. The Company’s obligations under the Notes, including the due and punctual payment of interest, principal and premium, if any, on the Notes,
