Exhibit
4.1


O’REILLY AUTOMOTIVE, INC.


 


FOURTH SUPPLEMENTAL INDENTURE


 


Dated as of June 15, 2022


 


between


 


O’REILLY AUTOMOTIVE, INC.


 


as Issuer


 


and


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION


 


as Trustee


 


to the


 


INDENTURE


 


Dated as of May 20, 2019


 


between


 


O’REILLY AUTOMOTIVE, INC.


 


as Issuer


 


and


 


U.S. BANK NATIONAL ASSOCIATION


 


as Trustee


 


4.700% SENIOR NOTES DUE 2032


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	 	 	ARTICLE I	 
	 	 	 	 
	 	 	DEFINITIONS	 
	 	 	 	 
	Section 1.01	 	Definitions	1
	 	 	 	 
	 	 	ARTICLE II	 
	 	 	 	 
	 	 	DESIGNATION AND TERMS OF THE SECURITIES	 
	 	 	 	 
	Section 2.01	 	Terms of the Notes	9
	Section 2.02	 	Issuance of Additional Notes	9
	 	 	 	 
	 	 	ARTICLE III	 
	 	 	 	 
	 	 	REDEMPTION	 
	 	 	 	 
	Section 3.01	 	Optional Redemption	10
	 	 	 	 
	 	 	ARTICLE IV	 
	 	 	 	 
	 	 	COVENANTS	 
	 	 	 	 
	Section 4.01	 	Limitations on Liens	11
	Section 4.02	 	Limitation on Sale and Leaseback Transactions	11
	Section 4.03	 	Future Guarantees	11
	Section 4.04	 	Change of Control	12
	 	 	 	 
	 	 	ARTICLE V	 
	 	 	 	 
	 	 	EVENTS OF DEFAULT	 
	 	 	 	 
	Section 5.01	 	Events of Default	14
	Section 5.02	 	Acceleration	14
	 	 	 	 
	 	 	ARTICLE VI	 
	 	 	 	 
	 	 	Defeasance	 
	 	 	 	 
	Section 6.01	 	Defeasance and Covenant Defeasance	15
	 	 	 	 
	 	 	ARTICLE VII	 
	 	 	 	 
	 	 	Miscellaneous	 
	 	 	 	 
	Section 7.01	 	Ratification of Base Indenture; Supplemental Indentures Part of Base Indenture	15
	Section 7.02	 	Multiple Originals	15
	Section 7.03	 	Governing Law	15
	 	 	 	 
	Exhibit A	 	Form of Note	 



 






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FOURTH SUPPLEMENTAL INDENTURE, dated as of June 15,
2022 (this “Fourth Supplemental Indenture”), between O’REILLY AUTOMOTIVE, INC., a Missouri corporation
(the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (f/k/a U.S. Bank National Association), a national
banking association, as trustee (the “Trustee”), to the Indenture, dated as of May 20, 2019 (the “Base
Indenture” and, together with this Fourth Supplemental Indenture, the “Indenture”), between the Company
and the Trustee. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Base Indenture.


 


RECITALS


 


WHEREAS, the Company and the Trustee are parties
to the Base Indenture, which provides for the issuance from time to time by the Company of debt securities in one or more Series; and


 


WHEREAS, pursuant to Sections 2.01 and
2.02 of the Base Indenture, the Company desires to provide for the establishment of a Series of senior debt securities entitled
 “4.700% Senior Notes due 2032” (the “Notes”), the form and substance of which, and the terms, provisions
and conditions of which, to be set forth as provided in the Indenture.


 


NOW THEREFORE, each of the parties hereto covenants
and agrees, for the equal and ratable benefit of the Holders of the Notes, as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01          Definitions.


 


The following definitions supplement and, to the
extent inconsistent with, replace the definitions in Section 1.01 of the Base Indenture:


 


“Additional
Notes” means any additional 4.700% Senior Notes due 2032 issued from time to time after the Issue Date under the terms
of the Indenture other than pursuant to 2.09, 2.10, 2.13, 3.06 or 9.05 of the Base Indenture.


 


“Attributable Debt” in respect
of a Sale and Leaseback Transaction means, at the time of determination, the present value discounted at the rate of interest implicit
in the terms of the lease (as determined in good faith by the Company) of the obligations of the lessee under such lease for net rental
payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the Company’s
option, be extended).


 


“Capital Markets Debt” means
any debt for borrowed money that (i) is in the form of, or represented by, bonds, notes, debentures or other securities (other than
promissory notes or similar evidences of debt under a credit agreement) and (ii) has an aggregate principal amount outstanding of
(a) at least $25.0 million, at any time that any Existing Notes remain outstanding, or (b) at least $100.0 million at any time
that no Existing Notes remain outstanding.


 






     


     


    

 


“Change of Control” means the
occurrence of any one of the following:


 


(1)          the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any
Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than the Company
or one of its Subsidiaries;


 


(2)          the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person (including
any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act)) becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the outstanding Voting Stock of the Company or any other Voting Stock into which the Voting Stock of the Company is reclassified,
consolidated, exchanged or changed, measured by voting power rather than number of shares;


 


(3)          the
Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company,
in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company (or any other Voting Stock into
which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed) is converted into or exchanged for cash, securities
or other property, other than any such transaction where the shares of the Voting Stock of the Company (or any other Voting Stock into
which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed) outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect
to such transaction; or


 


(4)          the
adoption of a plan relating to the liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, a transaction will
not be deemed to involve a Change of Control under clause (2) above if (i) the Company becomes a direct or indirect wholly
owned Subsidiary of a holding company and (ii)(A) the holders having ultimate beneficial ownership of the Voting Stock of such holding
company immediately following that transaction are substantially the same as the holders having beneficial ownership of the Company’s
Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding
company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting
Stock of such holding company.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Event.


 


“Consolidated Net Tangible Assets”
means the aggregate amount of the Company’s assets (less applicable reserves and other properly deductible items) and the Company’s
consolidated Subsidiaries’ assets after deducting therefrom (a) all current liabilities (excluding the sum of any debt for
money borrowed having a maturity of less than twelve months from the date of the Company’s most recent consolidated balance sheet
but which by its terms is renewable or extendable beyond twelve months from such date at the option of the borrower and, without duplication,
any current installments thereof payable within such twelve month period) and (b) all goodwill, trade names, patents, unamortized
debt discount and expense and other like intangibles, all as set forth on the Company’s most recent consolidated balance sheet
and computed in accordance with United States generally accepted accounting principles (“GAAP”).


 






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“Credit Facility Debt” means
any debt for borrowed money that (i) is incurred pursuant to a credit agreement, including pursuant to the Revolving Credit Facility,
or other agreement providing for revolving credit loans, term loans or other debt entered into between the Company or any Subsidiary
of the Company and any lender or group of lenders and (ii) has an aggregate principal amount outstanding or committed of (a) at
least $25.0 million, at any time that any Existing Notes remain outstanding, or (b) at least $100.0 million at any time that no
Existing Notes remain outstanding.


 


“Domestic Subsidiary” means any
Subsidiary of the Company that is organized under the laws of any political subdivision of the United States of America.


 


“Existing Notes” means the following
series of notes issued by the Company: 3.800% Senior Notes due 2022; 3.850% Senior Notes due 2023; 3.550% Senior Notes due 2026; 3.600%
Senior Notes due 2027; 4.350% Senior Notes due 2028; 3.900% Senior Notes due 2029; 4.200% Senior Notes due 2030; and 1.750% Senior Notes
due 2031.


 


“Foreign Currency” means any
currency or currency unit issued by a government other than the government of The United States of America.


 


“Foreign Subsidiary” means any
Subsidiary of the Company that is not a Domestic Subsidiary.


 


“Funded Debt” means debt which
matures more than one year from the date of creation, or which is extendable or renewable at the sole option of the obligor so that it
may become payable more than one year from such date or which is classified, in accordance with GAAP, as long-term debt on the consolidated
balance sheet for the most-recently ended fiscal quarter (or if incurred subsequent to the date of such balance sheet, would have been
so classified) of the Person for which the determination is being made. Funded Debt shall not include (1) obligations created pursuant
to leases, (2) any debt or portion thereof maturing by its terms within one year from the time of any computation of the amount
of outstanding Funded Debt unless such debt shall be extendable or renewable at the sole option of the obligor in such manner that it
may become payable more than one year from such time, or (3) any debt for which money in the amount necessary for the payment or
redemption of such debt is deposited in trust either at or before the maturity date thereof.


 


“Global Notes” means Notes in
the form of a global security as delivered to the Depositary.


 


“Guarantor” means any Subsidiary
of the Company that becomes a subsidiary guarantor of the Notes under the Indenture.


 


“Investment Grade” means a rating
of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s), and a rating of BBB- or
better by S&P (or its equivalent under any successor rating category of S&P) and the equivalent investment grade rating from
any replacement Rating Agency or Rating Agencies appointed by the Company.


 


“Issue
Date” means June 15, 2022.


 






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“Lien” means, with respect to
any Property, shares of stock or evidences of indebtedness, any mortgage or deed of trust, pledge, hypothecation, security interest,
lien, encumbrance or other security arrangement of any kind or nature on or with respect to such Property, shares of stock or evidences
of indebtedness.


 


“Moody’s” means Moody’s
Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.


 


“Notes” has the meaning assigned
to it in the Recitals to this Fourth Supplemental Indenture.


 


“Permitted Liens” means:


 


(1)          Liens
(other than Liens created or imposed under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), for
taxes, assessments or governmental charges or levies not yet subject to penalties for non-timely payment or Liens for taxes being contested
in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as
to which the property or assets subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);


 


(2)          statutory
Liens of landlords and Liens of mechanics, materialmen, warehousemen, carriers and suppliers and other Liens imposed by law or pursuant
to customary reservations or retentions of title arising in the ordinary course of business, provided that any such Liens which
are material secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce
the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP
have been established (and as to which the property or assets subject to any such Lien is not yet subject to foreclosure, sale or loss
on account thereof);


 


(3)          Liens
(other than Liens created or imposed under ERISA) incurred or deposits made by the Company and Subsidiaries of the Company in the ordinary
course of business in connection with workers’ compensation, unemployment insurance and other types of social security, laws or
regulations, or to secure the performance of tenders, statutory obligations, bids, leases, trade or government contracts, surety, indemnification,
appeal, performance and return-of-money bonds, letters of credit, bankers acceptances and other similar obligations (exclusive of obligations
for the payment of borrowed money), or as security for customs or import duties and related amounts;


 


(4)          Liens
in connection with attachments or judgments (including judgment or appeal bonds), provided that the judgments secured shall, within
30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within
30 days after the expiration of any such stay;


 


(5)          Liens
securing indebtedness (including capital leases) incurred to finance the purchase price or cost of construction of property or assets
(or additions, repairs, alterations or improvements thereto), provided that such Liens and the indebtedness secured thereby are
incurred within twelve months of the later of acquisition or completion of construction (or addition, repair, alteration or improvement)
and full operation thereof;


 






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(6)          Liens
securing industrial revenue bonds, pollution control bonds or similar types of tax-exempt bonds;


 


(7)          Liens
arising from deposits with, or the giving of any form of security to, any governmental agency required as a condition to the transaction
of business or exercise of any privilege, franchise or license;


 


(8)          encumbrances,
covenants, conditions, restrictions, easements, reservations and rights of way or zoning, building code or other restrictions (including
defects or irregularities in title and similar encumbrances) as to the use of real property, or Liens incidental to conduct of the business
or to the ownership of properties of the Company or any Subsidiary of the Company not securing debt that do not in the aggregate materially
impair the use of said properties in the operation of the business of the Company, including its Subsidiaries, taken as a whole;


 


(9)          leases,
licenses, subleases or sublicenses granted to others not interfering in any material respect with the business of the Company, including
its Subsidiaries, taken as a whole;


 


(10)          Liens
on property or assets at the time such property or assets are acquired by the Company or any Subsidiary of the Company;


 


(11)          Liens
on property or assets of any Person at the time such Person becomes a Subsidiary of the Company;


 


(12)          Liens
on receivables from customers sold to third parties pursuant to credit arrangements in the ordinary course of business;


 


(13)          Liens
existing on June 6, 2022, or any extensions, amendments, renewals, refinancings, replacements or other modifications thereto;


 


(14)          Liens
on any property or assets created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the
underlying property or assets, whether directly or indirectly, by way of share disposition or otherwise;


 


(15)          Liens
securing debt of a Subsidiary owed to the Company or to another Subsidiary of the Company;


 


(16)          Liens
in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision
thereof, to secure partial, progress, advance or other payments;


 


(17)          Liens
to secure debt of joint ventures in which the Company or any of its Subsidiaries have an interest, to the extent such Liens are on property
or assets of, or equity interests in, such joint ventures;


 






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(18)          Liens
arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a depositary institution;


 


(19)          Liens
arising from financing statement filings regarding operating leases;


 


(20)          Liens
in favor of customs and revenue authorities to secure custom duties in connection with the importation of goods;


 


(21)          Liens
securing the financing of insurance premiums payable on insurance policies; provided, that such Liens shall only encumber unearned
premiums with respect to such insurance, interests in any state guarantee fund relating to such insurance and subject and subordinate
to the rights and interests of any loss payee, loss payments which shall reduce such unearned premiums;


 


(22)          Liens
securing cash management obligations (that do not constitute indebtedness), or arising out of conditional sale, title retention, consignment
or similar arrangements for sale of goods and contractual rights of set-off relating to purchase orders and other similar arrangements,
in each case in the ordinary course of business;


 


(23)          Liens
on any property or assets of Foreign Subsidiaries securing debt of such Foreign Subsidiaries (but not debt of the Company or any Guarantor);


 


(24)          Liens
securing debt in an aggregate principal amount at any time outstanding not exceeding $500.0 million in respect of any arrangement under
which the Company or any Guarantor transfers, once or on a revolving basis, without recourse (except for indemnities and representations
customary for securitization transactions and except for the retention of risk in an amount and form required by applicable laws and
regulations or as is customary for a similar type of transaction) involving one or more “true sale” transactions, accounts
receivable or interests therein and related assets customarily transferred in connection with securitization transactions (i) to
a trust, partnership, corporation, limited liability company or other entity, which transfer is funded in whole or in part, directly
or indirectly, by the incurrence or issuance by the transferee or successor transferee of indebtedness or other securities that are to
receive payments from, or that represent interests in, the cash flow derived from such accounts receivable or interests therein, or (ii) directly
to one or more investors or other purchasers; and


 


(25)          other
Liens on property or assets of the Company and the property or assets of its Subsidiaries securing debt in an aggregate principal amount
(together with the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions entered into in reliance on
this clause) not to exceed, as of any date of incurrence of such secured debt pursuant to this clause and after giving effect to such
incurrence and the application of the proceeds therefrom, the greater of (a) $500.0 million and (b) 15% of the Company’s
Consolidated Net Tangible Assets.


 


“Property” means any building,
structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for
selling automotive parts and accessories or the warehousing or distributing of such products, owned or leased by the Company or any of
the Company’s Significant Subsidiaries.


 






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“Rating Agency” means each of
Moody’s and S&P; provided, that if either Moody’s or S&P ceases to provide rating services to issuers or investors,
the Company may appoint a replacement for such Rating Agency.


 


“Rating Event” means:


 


(1)          if
the Notes are rated Investment Grade by each of the Rating Agencies on the first day of the Trigger Period, the Notes cease to be rated
Investment Grade by each of the Rating Agencies on any date during the Trigger Period, or


 


(2)          if
the Notes are not rated Investment Grade by each of the Rating Agencies on the first day of the Trigger Period, the Notes are downgraded
by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Notes on the first day of the
Trigger Period by each of the Rating Agencies on any date during the Trigger Period.


 


“Revolving Credit Facility” means
the Credit Agreement dated as of June 15, 2021, among the Company, the lenders from time to time party thereto and JPMorgan Chase
Bank, N.A., as administrative agent, as amended, amended and restated, extended, renewed, restated, supplemented or otherwise modified
(in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.


 


“S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.


 


“Senior Funded Debt” means all
Funded Debt of the Company or its Subsidiaries (except Funded Debt, the payment of which is subordinated to the payment of the Notes).


 


“Significant Subsidiaries” means
any of our subsidiaries that is a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X, promulgated pursuant
to the Securities Act.


 


“Treasury Rate” means, with respect
to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.


 


The Treasury Rate shall be determined by the Company
as of 4:15 p.m., New York City time (or as of such time as yields on U.S. government securities are posted daily by the Board of Governors
of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent
day that appear as of such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”)
under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption
or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields
 – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the
Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a
straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.


 






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If on the third business day preceding the redemption
date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual
equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United
States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United
States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date
equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the
Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there
are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting
the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United
States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury
securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual
yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed
as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.


 


“Trigger Period” means the period
commencing 60 days prior to the first public announcement by the Company of any Change of Control (or pending Change of Control) and
ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change
of Control for so long as either of the Rating Agencies has publicly announced that it is considering a possible ratings change).


 


“Voting Stock” of any specified
Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the board
of directors of such Person.


 


Other Definitions:


 


	Term	 	Defined in Section
	“Change of Control Offer”	 	4.04(a)
	“Change of Control Payment”	 	4.04(a)
	“Change of Control Payment Date”	 	4.04(b)(ii)
	“Interest Payment Date”	 	2.01(c)
	“Par Call Date”	 	3.01
	“Regular Record Date”	 	2.01(c)
	“Sale and Leaseback Transaction”	 	4.02



 






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ARTICLE II


 


DESIGNATION AND TERMS OF THE SECURITIES


 


Section 2.01          Terms
of the Notes. Pursuant to Sections 2.01 and 2.02 of the Base Indenture, the Notes shall have the following terms and
conditions, in addition to those set forth in the Base Indenture (as amended, supplemented and modified by this Fourth Supplemental Indenture):


 


(a)          Title
and Aggregate Principal Amount. The Notes shall be in registered form under the Indenture and shall be known as the Company’s
 “4.700% Senior Notes due 2032.”


 


(b)          Execution.
The Notes may forthwith be executed by the Company and delivered to the Trustee for authentication and delivery by the Trustee in accordance
with the provisions of Section 2.05 of the Base Indenture.


 


(c)          Interest
and Principal. The Notes will mature on June 15, 2032 and will bear interest at the rate of 4.700% per annum. The Company
will pay interest on the Notes on each June 15 and December 15 (each, an “Interest Payment Date”), beginning
on December 15, 2022, to the Holders of record on the immediately preceding June 1 or December 1 (each, a “Regular
Record Date”), respectively. Interest on the Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance. Payments of the principal of and interest on the Notes shall be made in Dollars,
and the Notes shall be denominated in Dollars.


 


(d)          Form.
The Notes shall have and be subject to such other terms as provided in the Base Indenture and this Fourth Supplemental Indenture. The
Notes shall be substantially in the form of Exhibit A hereto with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently
herewith, be determined by the Officer executing such Notes as evidenced by their execution of the Notes.


 


Section 2.02          Issuance
of Additional Notes. There is no limit upon the aggregate principal amount of Notes which may be authenticated. The Company shall
be entitled, from time to time, without notice to or the consent of Holders of the Notes, to increase the principal amount of Notes and
issue such increased principal amount (or any portion thereof), in which case any Additional Notes so issued will have the same form
and terms (other than the date of issuance, public offering price and, under certain circumstances, CUSIP/ISIN number, date from which
interest thereon will begin to accrue and the initial Interest Payment Date), and will carry the same right to receive accrued and unpaid
interest, as the initial Notes, and such Additional Notes will form a single Series with the initial Notes, including for voting
purposes.


 


With respect to any Additional Notes, the Company
shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, a copy of each of which shall be delivered
to the Trustee, the following information:


 


(1)          the
aggregate principal amount of such Additional Notes to be authenticated and delivered; and


 


(2)          the
issue price, the issue date and the CUSIP numbers of such Additional Notes.


 






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ARTICLE III


 


REDEMPTION


 


Section 3.01          Optional
Redemption. Prior to March 15, 2032 (the “Par Call Date”), the Notes will be redeemable, in whole, or in
part, at any time and from time to time, at the Company’s option, at a Redemption Price, (expressed as a percentage of principal
amount and rounded to three decimal places), equal to the greater of:


 


(a)          the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the Notes matured on the Par Call Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Rate plus 30 basis points less (b) interest accrued to the date of redemption, and


 


(b)          100%
of the principal amount of the Notes to be redeemed,


 


plus, in either case, accrued and unpaid interest thereon to, but
not including, the redemption date.


 


On
or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but not including,
the redemption date.


 


The Company’s actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.


 


Notice of any redemption will be mailed or electronically
delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days
before the redemption date to each holder of Notes to be redeemed.


 


In the case of a partial redemption, selection
of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate
and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in
a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for
cancellation of the original Note. For so long as the Notes are held by the Depositary (or another depositary), the redemption of the
Notes shall be done in accordance with the policies and procedures of the Depositary.


 


Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.


 


In addition, the Company may at any time purchase
Notes by tender, in the open market or by private agreement, subject to applicable law.


 






    10 


     


    

 


ARTICLE IV


 


COVENANTS


 


The following covenants, in addition to those
set forth in Article Four of the Base Indenture, shall apply to the Notes.


 


Section 4.01          Limitations
on Liens. The Company shall not, and shall not permit any of its Subsidiaries to, create, incur, issue, assume or guarantee any debt
secured by a Lien (other than Permitted Liens) upon any Property, or any shares of stock or evidences of indebtedness issued by any of
its Subsidiaries and owned by the Company or by any other of the Company’s Subsidiaries, owned on the Issue Date, without making
effective provision to secure all of the Notes, equally and ratably with any and all other debt secured thereby, so long as any of such
other debt shall be so secured.


 


Section 4.02          Limitation
on Sale and Leaseback Transactions. The Company shall not, and shall not permit any Subsidiary of the Company to, enter into any
arrangement with any Person providing for the leasing by the Company or any Subsidiary of the Company of any Property that has been or
is to be sold or transferred by the Company or such Subsidiary of the Company to such Person, with the intention of taking back a lease
of such Property (a “Sale and Leaseback Transaction”) unless either:


 


(a)          within
12 months after the receipt of the proceeds of the sale or transfer, the Company or any Subsidiary of the Company applies an amount equal
to the greater of the net proceeds of the sale or transfer or the fair value (as determined in good faith by the Company’s Board
of Directors) of such Property at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment
or retirement) of Senior Funded Debt; or


 


(b)          the
Company or such Subsidiary of the Company would be entitled, at the effective date of the sale or transfer, to incur debt secured by
a Lien on such Property in an amount at least equal to the Attributable Debt in respect of the Sale and Leaseback Transaction, without
equally and ratably securing the Notes pursuant to Section 4.01 hereof.


 


The foregoing restriction in the paragraph above
shall not apply to any Sale and Leaseback Transaction (i) for a term of not more than three years including renewals; (ii) between
the Company and a Subsidiary of the Company or between Subsidiaries of the Company, provided that the lessor is the Company or
a wholly owned Subsidiary of the Company; or (iii) entered into within 270 days after the later of the acquisition or completion
of construction of the subject Property.


 


Section 4.03          Future
Guarantees.


 


(a)          Upon
their initial issuance, the Notes will not be guaranteed by any of the Company’s Subsidiaries. If on or after the date of this
Fourth Supplemental Indenture, a Subsidiary of the Company incurs or guarantees obligations under the Revolving Credit Facility or incurs
or guarantees obligations under any other Credit Facility Debt or Capital Markets Debt of the Company or any future Guarantor, the Company
shall cause such Subsidiary, within 30 days to (a) execute and deliver to the Trustee a supplemental indenture pursuant to which
such Subsidiary shall unconditionally guarantee (subject to Section 10.04 of the Base Indenture and Section 4.03(b) hereof)
all of the Company’s obligations under the Indenture, including the prompt payment in full when due of the principal of, premium
on, if any, interest and, without duplication, defaulted interest, if any, on the Notes and all other amounts payable by the Company
thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on
any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder
or under the Notes on the terms set forth in this Section 4.03 and in Article Ten of the Base Indenture, and
(b) deliver to the Trustee an opinion of counsel to the effect that (i) such supplemental indenture and guarantee of the Notes
has been duly executed and authorized and (ii) such supplemental indenture and guarantee of the Notes constitutes a valid, binding
and enforceable obligation of such Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency
or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future Guarantee of the
Notes shall be equal or senior in right of payment with the guarantee or other obligation giving rise to the obligation to guarantee
the Notes.


 






    11 


     


    

 


(b)          In
addition to Section 10.04 of the Base Indenture, the following provisions will apply with respect to the release of Guarantees
of the Notes:


 


Any
future Guarantee shall be automatically and unconditionally released upon the release of the guarantee or the obligation that resulted
in Section 4.03(a) hereof becoming applicable (other than by reason of payment under such guarantee) without any action
required on the part of the Trustee or any Holder of the Notes upon such Guarantor ceasing to guarantee or be an obligor with respect
to the Revolving Credit Facility or a guarantor or obligor under any other Credit Facility Debt or Capital Markets Debt of the Company
or any future Guarantors. In addition, any future Guarantor shall be automatically and unconditionally released from its obligations
under its Guarantee upon: (i) upon the sale or other disposition (including by way of consolidation or merger), in one transaction
or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of such future Guarantor
(other than to the Company or any Affiliate of the Company); or (ii) upon the sale or disposition of all or substantially all the
property of such Guarantor (other than to any Affiliate of the Company other than another Guarantor); provided, however,
that, in each case, after giving effect to such transaction, such Guarantor is no longer liable for any guarantee or other obligations
in respect of any Credit Facility Debt or Capital Markets Debt of the Company or any other Guarantor; provided further that this
sentence shall supersede and replace the first sentence of Section 10.04 of the Base Indenture solely for purposes of the
Notes.


 


Section 4.04          Change
of Control.


 


(a)          Upon
the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the Notes pursuant to Section 3.01
of this Fourth Supplemental Indenture, the Company will make an offer (a “Change of Control Offer”) to
each Holder to repurchase all or any part (in integral multiples of $1,000) of each Holder’s Notes at a repurchase price equal
to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, on the Notes repurchased, to but not including
the date of repurchase, subject to the rights of Holders of Notes on the relevant Regular Record Date to receive interest due on the
relevant Interest Payment Date (the “Change of Control Payment”).


 


(b)          Within
30 days following any Change of Control Triggering Event, or at the Company’s option, prior to any Change of Control but after
the public announcement of the pending Change of Control, the Company shall, by first class mail, send a notice to Holders of the Notes
(or, in the case of Global Notes, electronically through the procedures of the Depositary), with a copy to the Trustee, describing the
transaction or transactions that constitute the Change of Control Triggering Event, stating:


 


(i)          that
the Change of Control Offer is being made pursuant to this Section 4.04 and that all Notes tendered will be accepted for
payment;


 






    12 


     


    

 


(ii)         the
repurchase price and the repurchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice
is sent (the “Change of Control Payment Date”);


 


(iii)        that
any Note not tendered will continue to accrue interest;


 


(iv)        that,
unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of
Control Offer will cease to accrue interest on and after the Change of Control Payment Date;


 


(v)         that
Holders electing to have any Notes repurchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the
form entitled “Option of Holder to Elect Repurchase” on the reverse of the Note completed, to the Paying Agent at
the address specified in the notice or transfer their Notes to the Paying Agent by book-entry transfer pursuant to the applicable procedures
of the Paying Agent, prior to the close of business on the third Business Day prior to the Change of Control Payment Date;


 


(vi)        that
Holders will be entitled to withdraw their election if the Paying Agent receives, no later than the close of business on the second Business
Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal
amount of the Notes delivered for repurchase, and a statement that such Holder is withdrawing his election to have the Notes repurchased;


 


(vii)       that
Holders whose Notes are being repurchased only in part will be issued new Notes equal in principal amount to the unpurchased portion
of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple thereof; and


 


(viii)      if
such notice is sent prior to the date of consummation of the Change of Control, that the Change of Control Offer is conditioned on the
Change of Control being consummated on or prior to the Change of Control Payment Date.


 


(c)          The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder
to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.04,
the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
this Section 4.04 by virtue of such compliance.


 






    13 


     


    

 


(d)          On
the Change of Control Payment Date, the Company will, to the extent lawful,


 


(i)          accept
for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;


 


(ii)         deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment;
and


 


(iii)        deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate
principal amount of Note or portions of Notes being repurchased by the Company.


 


(e)          The
Paying Agent will promptly send to each Holder of Notes accepted for payment the Change of Control Payment for such Notes deposited pursuant
to (d)(ii) above, and the Trustee will promptly authenticate and send (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note
will be in a principal amount of $2,000 and or any integral multiple of $1,000. The Company will publicly announce the results of the
Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. Except as described above with respect
to a Change of Control, the Indenture does not contain provisions that permit Holders of the Notes to require the Company to repurchase
or redeem the Notes in the event of a takeover, recapitalization or other similar transaction.


 


(f)          Notwithstanding
anything to the contrary in this Section 4.04, the Company shall not be required to make a Change of Control Offer upon a
Change of Control Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise
in compliance with the requirements set forth in this Section 4.04 and purchases all Notes properly tendered and not withdrawn
under the Change of Control Offer; or (2) notice of redemption has been given pursuant to Section 3.01 hereof, unless
and until there is a default in the payment of the applicable redemption price.


 


ARTICLE V


 


EVENTS
OF DEFAULT


 


Other than as set forth below, Article Six
of the Base Indenture shall be applicable to the Notes.


 


Section 5.01          Events
of Default. In addition to the events specified in Section 6.01 of the Base Indenture, solely for purposes of the Notes,
a default under any debt for money borrowed by the Company or any Guarantor that results in acceleration of the maturity of such Debt,
or failure to pay any such debt within any applicable grace period after final stated maturity, in an aggregate amount greater than (a) $25.0
million, at any time that any Existing Notes remain outstanding, or (b) $100.0 million at any time that no Existing Notes remain
outstanding, or in each case, its Foreign Currency equivalent, at the time without such debt having been discharged or acceleration having
been rescinded or annulled, shall constitute an “Event of Default” with respect to the Notes.


 


Section 5.02          Acceleration.
Notwithstanding Section 6.02 of the Base Indenture, in the event of a declaration of acceleration in respect of the Notes
because an Event of Default pursuant to Section 5.01 of this Fourth Supplemental Indenture shall have occurred and be continuing,
such declaration of acceleration shall be automatically annulled if (i) the default under the debt that is the subject of such Event
of Default has been cured by the Company or any Guarantor or has been waived by the holders thereof or (ii) the holders of such
debt that is the subject of such Event of Default have rescinded their declaration of acceleration in respect of such debt, and written
notice of such cure, waiver or rescission shall have been given to the Trustee by the Company and countersigned by the holders of such
debt or a trustee, fiduciary or agent for such holders, within 20 days after such declaration of acceleration in respect of the Notes
and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction,
and no other Event of Default exists or has occurred during such 20-day period which has not been cured or waived during such period.


 






    14 


     


    

 


ARTICLE VI


 


Defeasance


 


Section 6.01          Defeasance
and Covenant Defeasance. Article Eight of the Base Indenture shall be applicable to the Notes. For purposes of Article Eight
of the Base Indenture, solely for purposes of the Notes, if the Company exercises its right of Covenant Defeasance pursuant to Sections
8.01 and 8.03 of the Base Indenture, in addition to being released from its obligations under the provisions of the Base Indenture
set forth in Section 8.03, the Company also shall be released from its obligations under Sections 4.01, 4.02,
4.03 and 4.04 of this Fourth Supplemental Indenture.


 


ARTICLE VII


 


Miscellaneous


 


Section 7.01          Ratification
of Base Indenture; Supplemental Indentures Part of Base Indenture. Except as expressly amended hereby, the Base Indenture is
in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This
Fourth Supplemental Indenture shall form a part of the Base Indenture for all purposes, and every Holder of the Notes heretofore or hereafter
authenticated and delivered shall be bound hereby.


 


Section 7.02          Multiple
Originals. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy of this Fourth Supplemental Indenture is enough to prove this
Fourth Supplemental Indenture. The exchange of copies of this Fourth Supplemental Indenture and of signature pages by facsimile
or PDF transmission shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto
and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section 7.03          Governing
Law. THIS FOURTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTH SUPPLEMENTAL INDENTURE, THE NOTES
OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


[Signature Pages Follow]



 






    15 


     


    

 


IN WITNESS WHEREOF, the parties have caused this
Fourth Supplemental Indenture to be duly executed as of the date first written above.


 


	 	 	O’REILLY AUTOMOTIVE, INC.
	 	 	 
	 	 	By:	/s/ Jeremy Fletcher
	 	 	 	Name: 	Jeremy Fletcher
	 	 	 	Title: 	Executive Vice President and Chief Financial Officer




 


[Signature Page to Fourth Supplemental
Indenture]


 






     


     


    

 


	 	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	 	By: 	/s/ Joshua A. Hahn
	 	 	 	Name: 	Joshua A. Hahn
	 	 	 	Title: 	Vice President




 


[Signature Page to Fourth Supplemental
Indenture]


 






     


     


    

 


Exhibit A


 






     


     


    

 


[FORM OF FACE OF SECURITY]


 


[Global Notes Legend]


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK OR A NOMINEE OF DTC, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE AND ANY AGENT THEREOF
AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 






     


     


    

 


4.700%
Senior Notes due 2032


 


CUSIP:
67103H AL1


ISIN: US67103HAL15


 


	No. R-[ ]	$[             ]




 


O’REILLY
AUTOMOTIVE, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum: $[                    ] ([                    ] DOLLARS AND NO
CENTS), as such amount may be increased or decreased as set forth in the Schedule of Increase or Decrease in Principal Amount of Global
Note attached hereto, on June 15, 2032.


 


Interest
Payment Dates: June 15 and December 15, commencing on December 15, 2022.


 


Record
Dates: June 1 and December 1.


 


Additional provisions of this Note are set forth on the other side
of this Note.


 


[Signature Pages Follow]


 






     


     


    

 


IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed.


 


	 	O’REILLY AUTOMOTIVE, INC.
	 	 	 
	 	 	By
	 	 	 
	 	 	 	Name:	Jeremy Fletcher
	 	 	 	Title:	Executive Vice President and Chief Financial Officer




 






     


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes of the series designated therein referred
to in the within-mentioned Indenture.


 


Date
of authentication: June 15, 2022


 


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee


 


	By	 	 	 
	 	Authorized Signatory	 	 




 






     


     


    

 


[FORM OF REVERSE SIDE OF NOTE]


 


O’REILLY AUTOMOTIVE, INC.


 


4.700%
Senior Notes due 2032


 


		1.	Indenture



 


This
Note is one of a duly authorized issue of Notes of the Company, designated as its 4.700% Senior Notes due 2032 (herein called
the “Notes,” which expression includes any Additional Notes issued pursuant to Section 2.02 of the Supplemental
Indenture (as hereinafter defined)), issued and to be issued under an indenture, dated as of May 20, 2019 (the “Base Indenture”),
between O’REILLY AUTOMOTIVE, INC., a Missouri corporation (such company, and its successors and assigns under the Indenture
hereinafter referred to, being herein called 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 the Fourth Supplemental Indenture, dated as of
June 15, 2022 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between
the Company and the Trustee, to which the Indenture and all indentures supplemental thereto, Board Resolutions and Officers’ Certificates
relevant to the Notes reference is hereby made for a complete description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used but not defined in this Note shall
have the meanings ascribed to them in the Indenture.


 


The Indenture imposes certain limitations on the
ability of the Company and its Subsidiaries to create or incur Liens or engage in Sale and Leaseback Transactions, in each case, subject
to some exceptions as set forth in the Indenture. The Indenture also imposes certain limitations on the ability of the Company to merge,
consolidate or amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially
all of the property of the Company in any one transaction or series of related transactions, in each case, subject to some exceptions
as set forth in the Indenture.


 


Each Note is subject to, and qualified by, all
such terms as set forth in the Indenture, certain of which are summarized herein, and each Holder of a Note is referred to the corresponding
provisions of the Indenture for a complete statement of such terms. To the extent that there is any inconsistency between the summary
provisions set forth in the Notes and the Indenture, the provisions of the Indenture shall govern.


 


		2.	Interest



 


The
Company promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company will pay interest
semiannually on June 15 and December 15 of each year, commencing December 15, 2022. Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 15, 2022. Interest
shall be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


		3.	Paying
                                            Agent, Registrar and Service Agent



 


Initially, the Trustee will act as Paying Agent,
registrar and service agent. The Company may appoint and change any Paying Agent, registrar or co-registrar and service agent without
notice. The Company or any of its Subsidiaries may act as Paying Agent, registrar, co-registrar or service agent.


 






     


     


    

 


		4.	Defaults
                                            and Remedies; Waiver



 


If
an Event of Default with respect to any Notes at the time outstanding (other than an Event of Default specified in Section 6.01(4) or
(5) of the Base Indenture with respect to the Company or any Guarantor) occurs and is continuing, the Trustee or the Holders
of not less than 25% in aggregate principal amount of the outstanding Notes by notice to the Company in writing (and to the Trustee,
if given by Holders of the Notes) specifying the Event of Default, may declare the principal amount of, premium, if any, and accrued
and unpaid interest to, but not including, the date of acceleration on all the Notes to be due and payable. Upon such a declaration,
such amounts shall be due and payable immediately. If an Event of Default specified in Section 6.01(4) or (5) of
the Base Indenture with respect to the Company or any Guarantor occurs, the principal amount of, premium, if any, and accrued and unpaid
interest to, but not including, the date of such Event of Default on all the Notes shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee or any Holder of the Notes.


 


At any time after the principal of the Notes shall
have been so declared due and payable (or shall have become immediately due and payable), and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as provided in the Indenture, the Holders of a majority in aggregate principal
amount of the Notes then outstanding, by written notice to the Company and the Trustee, may rescind and annul such declaration and its
consequences, and waive such Event of Default, if any and all Events of Default under the Indenture with respect to the Notes, other
than the nonpayment of accelerated principal, premium, if any, or interest, if any, on Notes that shall not have become due by their
terms, shall have been cured or waived as provided in Section 6.04 of the Base Indenture. No such rescission shall extend
to any subsequent Default or amend any contractual right consequent thereto.


 


The
Holders of a majority in principal amount of the Notes by written notice to the Trustee may waive an existing Default with respect to
the Notes and its consequences except a continuing Default in the payment of the principal amount of, premium, if any, and accrued and
unpaid interest on a Note. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default
or amend any contractual right consequent thereto. For the avoidance of doubt, subject to this paragraph and Section 6.02
of the Base Indenture, the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration
and its consequences, including any related payment default that resulted from such acceleration, with respect to the Notes.


 


Holders
of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes. However, the Trustee may refuse to follow
any direction that conflicts with law or the Indenture, or subject to Section 7.01 of the Base Indenture, that the
Trustee determines is unduly prejudicial to the rights of any other Holder of the Notes or that would subject the Trustee to personal
liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent
with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnity reasonably satisfactory to it against
all losses and expenses caused by taking or not taking such action.


 






    2 


     


    

 


		5.	Amendment



 


The Indenture permits, with certain exceptions
as therein provided, the amendment of the Indenture or this Note and the modification of the rights and obligations of the Company or
any Guarantor, if any, and the rights of the Holders of the Notes under the Indenture at any time by the Company or any Guarantor, if
any, and the Trustee without notice to any Holder but with the written consent of the Holders of a majority in aggregate principal amount
of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) affected
thereby. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Notes by written
notice to the Trustee to waive an existing Default with respect to the Notes and its consequences except a continuing Default in the
payment of the principal amount of, premium, if any, and accrued and unpaid interest on a Note. A consent to an amendment or a waiver
by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt
as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note.


 


		6.	Obligations
                                            Absolute



 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall amend the contractual obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium , if any, or interest on this Note at the place, at the respective times, at the rate and in the coin or currency
herein prescribed.


 


		7.	Redemption
                                            Upon a Change of Control Triggering Event



 


Upon a Change of Control Triggering Event, unless
the Company has exercised its right to redeem the Notes pursuant to Section 3.01 of the Supplemental Indenture, any Holder
of Notes shall have the right to cause the Company to repurchase all or any part of the Notes of such Holder at a repurchase price equal
to 101% of the aggregate principal amount of the Notes to be repurchased plus accrued interest, if any, to the date of repurchase (subject
to the right of holders of record on the relevant record date to receive interest due on the related Interest Payment Date (as defined
in the Indenture)) as provided in, and subject to the terms of, the Indenture.


 


		8.	Sinking
                                            Fund



 


The Notes will not have the benefit of any sinking
fund.


 


		9.	Denominations;
                                            Transfer; Exchange



 


The Notes are issuable in registered form without
coupons in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. When Notes are presented
to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes,
the Registrar shall register the transfer or make the exchange in the manner and subject to the limitations provided in the Indenture,
without payment of any service charge but with payment of a sum sufficient to cover any transfer tax or other governmental charge that
may be imposed in connection with any registration or exchange of Notes.


 


The Company and the Registrar shall not be required
(a) to issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such
mailing or (b) to register the transfer or exchange of Notes selected, called or being called for redemption as a whole or the portion
being redeemed of any such Notes selected, called or being called for redemption in part.


 






    3 


     


    

 


		10.	Further
                                            Issues



 


The Company may from time to time, without the
consent of the Holders of the Notes and in accordance with the Indenture, provide for the issuance of Additional Notes.


 


		11.	Optional
                                            Redemption



 


The Notes may be redeemed at the Company’s
option, upon notice as set forth in the Indenture, in whole or in part, at any time or from time to time, on the terms set forth in the
Indenture.


 


		12.	Persons
                                            Deemed Owners



 


The ownership of Notes shall be proved by the
register maintained by the Registrar.


 


		13.	No
                                            Recourse Against Others



 


No shareholder, partner, manager, member, director,
officer, employee, agent or incorporator, as such, of any Company or any Guarantor, if any, shall have any liability for any obligations
of the Company under the Notes or the Indenture or a Guarantor, if any, under its Guarantee or the Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability.
This waiver and release shall be part of the consideration for the issuance of the Notes.


 


		14.	Discharge
                                            and Defeasance



 


Subject to certain conditions set forth in the
Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture with respect to the
Notes if the Company deposits with the Trustee money and/or U.S. Government Obligations for the payment of principal of, premium, if
any, and interest on the Notes to redemption or Maturity, as the case may be.


 


		15.	Unclaimed
                                            Money



 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining
unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company
on its request or, if then held by the Company, shall be discharged from such trust. Thereafter the Holder of such Note shall look only
to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.


 


		16.	Future
                                            Guarantees



 


The payment by the Company of the principal of,
premium, if any, or interest on, the Notes will not initially be guaranteed by any Subsidiaries of the Company. However, if on or after
the date of the Supplemental Indenture, any of the Company’s Subsidiaries incurs or guarantees obligations under the Revolving
Credit Facility or incurs or guarantees obligations under any other Credit Facility Debt or Capital Markets Debt of the Company or any
future Guarantor, such Subsidiary would be required to guarantee the Notes on a senior unsecured basis.


 






    4 


     


    

 


		17.	Trustee
                                            Dealings with the Company



 


Subject to certain limitations imposed by the
Trust Indenture Act of 1939, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or co-Paying
Agent may do the same with like rights.


 


		18.	Abbreviations



 


Customary abbreviations may be used in the name
of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights
of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


		19.	CUSIP
                                            Numbers



 


Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


 






    5 


     


    

 


ASSIGNMENT FORM


 


For value received hereby sell(s), assign(s) and
transfer(s) unto (please insert social security or other identifying number of assignee) the within Note, and hereby irrevocably
constitutes and appoints attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.


 


	Dated:	 	 
	 	 
	 	                    
	 	 
	 	 
	Signature(s)	 



 


Signature(s) must be guaranteed by an eligible
Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


 


	 	 
	Signature Guarantee	 




 






     


     


    

 


OPTION OF HOLDER TO ELECT REPURCHASE


 


If
you want to elect to have this Note repurchased by the Company pursuant to Section 4.04 of the Supplemental Indenture, check
the box:  ̈


 


If you want to elect to have only part of this
Note repurchased by the Company pursuant to Section 4.04 of the Supplemental Indenture, state the amount you elect to have
repurchased:


 


$_______________


 


	Date: 	 	 	 



 


	 	 	Your Signature:
	 	 	 
	 	 	 
	 	 	(Sign exactly as your name appears on the face of this Note)




 


Tax Identification No.:                                                                                           


 


Signature Guarantee*: __________________________________


 


* Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).


 






     


     


    

 


INCREASES OR DECREASES IN PRINCIPAL


 


AMOUNT OF GLOBAL NOTE


 


The
initial principal amount of this Global Note is $[           ]. The following increases or decreases in this Global Note have been made:


 


	Date of Increase or Decrease	 	Amount of 
 Decrease in
 Principal 
 Amount of 
 this Global 
 Note	 	Amount of 
 Increase in
 Principal 
 Amount of
 this Global
 Note	 	Remaining 
 Principal 
 Amount of this 
 Global Note 
 Following such 
 Decrease or 
 Increase	 	Signature
 of
 Authorized
 Signatory
 of Trustee 
 or
 Custodian