CREDIT AGREEMENTCredit Agreement • May 15th, 1998 • Oreilly Automotive Inc • Retail-auto & home supply stores • Texas
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 10th, 1999 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
CREDIT AGREEMENTCredit Agreement • May 9th, 2023 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
CREDIT AGREEMENT, dated as of June 15, 2021 (as it may be amended, extended, supplemented or otherwise modified from time to time, this "Agreement"), among O'REILLY AUTOMOTIVE, INC., a Missouri corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
TRUST AGREEMENT (this "Trust Agreement") made this 2nd day of February, 1998, by and between O'Reilly Automotive, Inc. Deferred Compensation Plan, a Missouri corporation (the "Company" or "Grantor") and BANKERS TRUST COMPANY, a New York banking...Trust Agreement • May 15th, 1998 • Oreilly Automotive Inc • Retail-auto & home supply stores • New York
AMONGAgreement and Plan of Merger • December 24th, 1997 • Oreilly Automotive Inc • Retail-auto & home supply stores • Delaware
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES Exhibit 10.17 - Amended Form of Employment Agreement between Registrant and Charles H. O'Reilly, Jr. AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 1997 • Oreilly Automotive Inc • Retail-auto & home supply stores
and UMB BANK, N.A., Rights AgentRights Agreement • June 3rd, 2002 • O Reilly Automotive Inc • Retail-auto & home supply stores • Missouri
O'REILLY AUTOMOTIVE, INC. AND SUBSIDIARIES Exhibit 10.4 - Form of Retirement Agreement between the Registrant and David E. O'Reilly, Lawrence P. O'Reilly, Charles H. O'Reilly, Jr. and Rosalie O'Reilly Wooten Retirement Agreement This AGREEMENT made on...Retirement Agreement • March 31st, 1998 • Oreilly Automotive Inc • Retail-auto & home supply stores • Missouri
CREDIT AGREEMENT dated as of April 5, 2017 among O'REILLY AUTOMOTIVE, INC., as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • April 11th, 2017 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
CREDIT AGREEMENT, dated as of April 5, 2017 (as it may be amended, extended, supplemented or otherwise modified from time to time, this "Agreement"), among O'REILLY AUTOMOTIVE, INC., a Missouri corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
REVOLVING NOTERevolving Note • May 15th, 1998 • Oreilly Automotive Inc • Retail-auto & home supply stores
This Revolving Note is one of the Revolving Notes referred to in the Credit Agreement dated as of January 27, 1998, among the Borrower, the Lender, the other lenders party thereto (collectively with the Lender, the "Lenders"), NationsBank, N.A., as administrative agent for the Lenders ("Administrative Agent") and NationsBanc Montgomery Securities, LLC as syndication agent (such Credit Agreement, as the same may be amended or otherwise modified from time to time, being referred to herein as the "Credit Agreement"), and evidences Revolving Loans made by the Lender thereunder. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Revolving Note upon the happening of certain stated events and for prepayments of Revolving Loans prior to the maturity of this Revolving Note upon the terms and conditions specified in the Credit Agreement. Capitalized terms used in this Revolving Note have the respective meanings assigned to them in the Credit Ag
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2020 • O Reilly Automotive Inc • Retail-auto & home supply stores • Missouri
This Indemnification Agreement (this “Agreement”) is made and entered into this ____ day of __________, 2020 between O'Reilly Automotive, Inc., a Missouri corporation (the “Company”), and [INSERT OFFICER NAME] (“Indemnitee”), the [INSERT OFFICER TITLE] of the Company.
CREDIT AGREEMENT Dated as of July 11, 2008 among O’REILLY AUTOMOTIVE, INC., as the Lead Borrower for The Other Borrowers From Time to Time Party Hereto, The Guarantors From Time to Time Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent,...Credit Agreement • July 16th, 2008 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
the Persons named on Schedule 1.01 hereto (collectively, with the Lead Borrower and each other Person that from time to time becomes a “Borrower” hereunder, the “Borrowers”);
O’Reilly Automotive, Inc. Underwriting AgreementUnderwriting Agreement • June 20th, 2013 • 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 3.850% Senior Notes due 2023 (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 dated as of June 20, 2013 (the “Indenture”), by and 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
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 June 20, 2013 3.850% SENIOR NOTES DUE 2023Indenture • June 20th, 2013 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
INDENTURE dated as of June 20, 2013, among O’REILLY AUTOMOTIVE, INC., a Missouri corporation, THE SUBSIDIARY GUARANTORS (as defined below) and UMB BANK, N.A., as trustee.
O’Reilly Automotive, Inc. $850,000,000 4.700% Senior Notes due 2032 Underwriting AgreementO Reilly Automotive Inc • June 8th, 2022 • 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 $850,000,000 aggregate principal amount of its 4.700% Senior Notes due 2032 (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 fourth supplemental indenture, to be dated as of June 15, 2022 (the “Fourth 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.
GUARANTYGuaranty • May 15th, 1998 • Oreilly Automotive Inc • Retail-auto & home supply stores • Texas
O’Reilly Automotive, Inc. $750,000,000 5.750% Senior Notes due 2026 Underwriting AgreementUnderwriting Agreement • November 14th, 2023 • 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 $750,000,000 aggregate principal amount of its 5.750% Senior Notes due 2026 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, 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 Trust Company, National Association (f/k/a U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a fifth supplemental indenture, to be dated as of November 20, 2023 (the “Fifth 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 p
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.
O’REILLY AUTOMOTIVE, INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • May 20th, 2019 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
INDENTURE dated as of May 20, 2019, between O’REILLY AUTOMOTIVE, INC., a Missouri corporation, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee.
TERM NOTETerm Note • May 15th, 1998 • Oreilly Automotive Inc • Retail-auto & home supply stores
This Term Note is one of the Term Notes referred to in the Credit Agreement dated as of January 27, 1998, among the Borrower, the Lender, the other lenders party thereto (collectively with the Lender, the "Lenders"), NationsBank, N.A., as administrative agent for such lenders ("Administrative Agent") and NationsBanc Montgomery Securities, LLC as syndication agent (such Credit Agreement, as the same may be amended or otherwise modified from time to time, being referred to herein as the "Credit Agreement") and evidences the Term Loans made by the Lender thereunder. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Term Note upon the happening of certain stated events and for prepayments of Term Loans prior to the maturity of this Term Note upon the terms and conditions specified in the Credit Agreement. Capitalized terms used in this Term Note have the respective meanings assigned to them in the Credit Agreement.
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.
AMENDMENT NO. 1 TO CREDIT AGREEMENT Dated as of September 9, 2011 to CREDIT AGREEMENT Dated as of January 14, 2011 among O’REILLY AUTOMOTIVE, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender L/C Issuer and a...Credit Agreement • September 9th, 2011 • O Reilly Automotive Inc • Retail-auto & home supply stores
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”) dated as of September 9, 2011, is made by and among O’REILLY AUTOMOTIVE, INC., a Missouri corporation (the “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as Administrative Agent for the Lenders (this and each other capitalized term used in this Agreement and not otherwise defined herein shall have the meaning given to such term in the Credit Agreement (as defined below)), the L/C Issuer, the Swing Line Lender and each of the Lenders signatory hereto.
O’Reilly Automotive, Inc. 2017 Incentive Award PlanStock Option Agreement • August 10th, 2020 • O Reilly Automotive Inc • Retail-auto & home supply stores • Missouri
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, O’Reilly Automotive, Inc. (the “Company”), has granted to the Optionee an option (the “Option”) under the Company’s 2017 Incentive Award Plan, as amended from time to time (the “Plan”) to purchase the number of shares of common stock of the Company (“Shares”) indicated in the Grant Notice. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and Grant Notice.
O’REILLY AUTOMOTIVE, INC. DIRECTOR RESTRICTED STOCK AGREEMENTDirector Restricted Stock Agreement • February 28th, 2020 • O Reilly Automotive Inc • Retail-auto & home supply stores • Missouri
This Restricted Stock Award Agreement (this “Restricted Stock Agreement”), dated as of [], 2020 (the “Date of Grant”), is made by and between O’Reilly Automotive, Inc., a Missouri corporation (the “Company”) and [ ] (the “Director”). Capitalized terms not defined herein shall have the meaning ascribed to them in the O’Reilly Automotive, Inc. 2017 Incentive Award Plan (as amended from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
Amended and Restated Incentive Compensation Clawback Policy Acknowledgment, Consent and AgreementO Reilly Automotive Inc • February 28th, 2024 • Retail-auto & home supply stores
O’REILLY AUTOMOTIVE, INC. 2009 INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • February 26th, 2010 • O Reilly Automotive Inc • Retail-auto & home supply stores
This Stock Option Agreement (the “Agreement”) is entered into this [Date1] (the “Option Date”) by and between O’Reilly Automotive, Inc., a Missouri corporation (the “Company”), and [Award Recipient] (the “Optionee”) pursuant to the O’Reilly Automotive, Inc. 2009 Incentive Plan, as the same may be amended from time to time (the “Plan”). Capitalized terms not defined herein shall have the meanings set forth in the Plan.
CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • February 4th, 2015 • O Reilly Automotive Inc • Retail-auto & home supply stores • Missouri
THIS AGREEMENT, dated the _____ day of February, 2015, is made by and between O’Reilly Automotive, Inc., a Missouri corporation (“O’Reilly”), and ** (the “Executive”).
O’Reilly Automotive, Inc. Underwriting AgreementO Reilly Automotive Inc • January 14th, 2011 • 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 4.875% Senior Notes due 2021 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”). The Notes will be issued pursuant to an Indenture dated as of January 14, 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,
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 16th, 2008 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2005, among, MDAS, Inc., a Delaware corporation (“MDAS”), Murray’s Discount Auto Stores, Inc., a Michigan corporation (“Murray’s Stores,” together with MDAS, the “New Guarantors” and each a “New Guarantor”), CSK AUTO, INC., an Arizona corporation (the “Company”), CSK AUTO CORPORATION, a Delaware corporation and the parent of the Company (the “Issuer”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • February 28th, 2011 • O Reilly Automotive Inc • Retail-auto & home supply stores • Missouri
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”) is dated as of December 29, 2010, among O’Reilly Automotive, Inc., a Missouri corporation (the “Company”), O’Reilly Holdings, Inc., a Missouri corporation (“New O’Reilly”), and Computershare Trust Company, N.A., as successor rights agent to UMB Bank, N.A. (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Rights Agreement (as defined below).
AMENDMENT NO. 3 TO CREDIT AGREEMENT Dated as of June 18, 2015 to CREDIT AGREEMENTCredit Agreement • June 24th, 2015 • O Reilly Automotive Inc • Retail-auto & home supply stores
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Agreement”) dated as of June 18, 2015, is made by and among O’REILLY AUTOMOTIVE, INC., a Missouri corporation (the “Borrower”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as Administrative Agent for the Lenders (this and each other capitalized term used in this Agreement and not otherwise defined herein shall have the meaning given to such term in the Credit Agreement (as defined below)), and each of the Lenders signatory hereto.
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • January 6th, 2009 • O Reilly Automotive Inc • Retail-auto & home supply stores • New York
This FOURTH SUPPLEMENTAL INDENTURE (the “Fourth Supplemental Indenture”) is dated as of December 31, 2008, between O’Reilly Automotive, Inc., a Missouri corporation, CSK Auto Corporation, a Delaware Corporation, CSK Auto, Inc., an Arizona corporation (the “Company”), CSKAuto.com, Inc., a Delaware corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER among O’REILLY AUTOMOTIVE, INC., OC ACQUISITION COMPANY, and CSK AUTO CORPORATION Dated as of April 1, 2008Agreement and Plan of Merger • April 7th, 2008 • O Reilly Automotive Inc • Retail-auto & home supply stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement “), dated as of April 1, 2008, between O’Reilly Automotive Inc., a Missouri corporation (“Parent “), OC Acquisition Company, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub “), and CSK Auto Corporation, a Delaware corporation (the “Company “).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • May 20th, 2011 • O Reilly Automotive Inc • Retail-auto & home supply stores • Missouri
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”) is dated as of May 20, 2011 (the “Effective Time”), among O’Reilly Automotive, Inc., a Missouri corporation (f/k/a O’Reilly Holdings, Inc.) (the “Company”), and Computershare Trust Company, N.A., as successor rights agent to UMB Bank, N.A. (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Rights Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AMONG O’REILLY AUTOMOTIVE, INC., O’REILLY HOLDINGS, INC. AND O’REILLY MERGERCO, INC. DATED AS OF DECEMBER 29, 2010Agreement and Plan of Merger • December 29th, 2010 • O Reilly Automotive Inc • Retail-auto & home supply stores • Missouri
THIS AGREEMENT AND PLAN OF MERGER (this “Merger Agreement”), dated as of December 29, 2010, is among O’Reilly Automotive, Inc., a Missouri corporation (“O’Reilly”), O’Reilly Holdings, Inc., a Missouri corporation (“Holdco”), and O’Reilly MergerCo, Inc., a Missouri corporation (“MergerCo”).
