O’Reilly Automotive, Inc. [—]% Senior Notes due 2021 Underwriting AgreementUnderwriting Agreement • January 11th, 2011 • OC Holding Company, LLC • 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 $[—] aggregate principal amount of its [—]% Senior Notes due 2021 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which [Lead Bank(s)] are acting as representatives (the “Representatives”). The Notes will be issued pursuant to an Indenture dated as of January [—], 2011 (the “Indenture”) among the Company, the Guarantors (as defined below) and UMB Bank, N.A., as Trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed on an unsecured senior basis (the “Guarantees”) by the guarantors listed in Schedule IV hereto (collectively, the “Guarantors”). As used herein, the term “Notes” shall include the Guarantees, unless the context otherwise requires. This agreement (this “Agreement
O’REILLY AUTOMOTIVE, INC. as Issuer, EACH OF THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO as Subsidiary Guarantors UMB BANK, N.A. as Trustee INDENTURE Dated as of January [—], 2011 [—]% SENIOR NOTES DUE 2021Indenture • January 11th, 2011 • OC Holding Company, LLC • Retail-auto & home supply stores • New York
INDENTURE dated as of January [—], 2011, among O’REILLY AUTOMOTIVE, INC., a Missouri corporation, THE SUBSIDIARY GUARANTORS (as defined below) and UMB BANK, N.A., as trustee.
