O’Reilly Automotive, Inc. $500,000,000 4.200% Senior Notes due 2030 Underwriting AgreementO Reilly Automotive Inc • March 27th, 2020 • 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 4.200% Senior Notes due 2030 (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, 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 second supplemental indenture, to be dated as of March 27, 2020 (the “Second 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 by the Underwriters.
