O’Reilly Automotive, Inc. Underwriting AgreementUnderwriting Agreement • August 21st, 2012 • 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 $300,000,000 aggregate principal amount of its 3.800% Senior Notes due 2022 (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 August 21, 2012 (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, principal and premium, if any, on the Notes, will be 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 cont
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 August 21, 2012 3.800% SENIOR NOTES DUE 2022Indenture • August 21st, 2012 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
INDENTURE dated as of August 21, 2012, among O’REILLY AUTOMOTIVE, INC., a Missouri corporation, THE SUBSIDIARY GUARANTORS (as defined below) and UMB BANK, N.A., as trustee.
