O’Reilly Automotive, Inc. $750,000,000 3.600% Senior Notes due 2027 Underwriting AgreementUnderwriting Agreement • August 15th, 2017 • 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 $750,000,000 aggregate principal amount of its 3.600% Senior Notes due 2027 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”). The Notes will be issued pursuant to the Indenture, dated as of March 8, 2016 (the “Base Indenture”), by and among the Company, the subsidiaries of the Company party thereto and UMB Bank, N.A., as trustee (the “Trustee”), as supplemented by a second supplemental indenture, to be dated as of August 17, 2017 (together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.
