O’Reilly Automotive, Inc. $500,000,000 1.750% Senior Notes due 2031 Underwriting AgreementUnderwriting Agreement • September 11th, 2020 • 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 1.750% Senior Notes due 2031 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which BofA Securities, Inc. and Wells Fargo Securities, LLC 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 third supplemental indenture, to be dated as of September 23, 2020 (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 by the Underwriters.
