O’Reilly Automotive, Inc. $500,000,000 3.900% Senior Notes due 2029 Underwriting AgreementO Reilly Automotive Inc • May 13th, 2019 • 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 3.900% Senior Notes due 2029 (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 an indenture, to be dated as of May 20, 2019 (the “Base Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture, to be dated as of May 20, 2019 (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.
