O’Reilly Automotive, Inc. $500,000,000 4.350% Senior Notes due 2028 Underwriting AgreementO Reilly Automotive Inc • May 14th, 2018 • 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 4.350% Senior Notes due 2028 (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 the base 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 third supplemental indenture, to be dated as of May 17, 2018 (the “Third Supplemental Indenture,” and 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 b
