Exhibit 4.1


 


O’REILLY
AUTOMOTIVE, INC.


 


SECOND SUPPLEMENTAL INDENTURE


Dated as of March 27, 2020


between


O’REILLY AUTOMOTIVE, INC.


as Issuer


and


U.S. BANK 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


 


4.200% SENIOR NOTES DUE 2030


 






     


     


    

 


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	8
	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	10
	Section 4.02   Limitation on Sale and Leaseback Transactions	10
	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	14



 






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	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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SECOND SUPPLEMENTAL INDENTURE, dated as
of March 27, 2020 (this “Second Supplemental Indenture”), between O’REILLY AUTOMOTIVE, INC., a Missouri
corporation (the “Company”), and 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 Second 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 “4.200% Senior Notes due 2030” (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 4.200% Senior Notes due 2030 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.


 






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“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.


 


“Comparable Treasury Issue”
means, with respect to the Notes, the United States Treasury security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes (assuming for this purpose that the Notes matured on the Par Call Date),
that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the Notes.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date for the Notes, (1) the average of the applicable Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such applicable Reference Treasury Dealer Quotations, or
(2) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations.


 






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“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”).


 


“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: 4.875% Senior Notes due 2021; 4.625% Senior Notes due 2021; 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; and 3.900% Senior Notes due 2029.


 


“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.


 






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“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.


 


“Independent Investment Banker”
means, with respect to the Notes, either J.P. Morgan Securities LLC or a Primary Treasury Dealer appointed by U.S. Bancorp Investments,
Inc., as selected by the Company or, if both firms are unwilling or unable to select the applicable Comparable Treasury Issue,
an independent investment banking institution of national standing appointed by the Company.


 


“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 March
27, 2020.


 


“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 Second 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);


 






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(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;


 


(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;


 






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(13)           
Liens existing on March 25, 2020, 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;


 


(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


 






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(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.


 


“Primary Treasury Dealer”
means a primary United States Government securities dealer in the United States.


 


“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.


 


“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.


 


“Reference Treasury Dealer”
means, with respect to the Notes, each of (1) J.P. Morgan Securities LLC and a Primary Treasury Dealer appointed by U.S. Bancorp
Investments, Inc. or their respective successors; provided, however, that if either of the foregoing shall
cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer; and (2) any other
Primary Treasury Dealer selected by the Company.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date for the Notes, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Notes (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on (1)
the third Business Day preceding such Redemption Date or (2) in the case of a redemption in connection with a Legal Defeasance,
Covenant Defeasance or discharge with respect to the Notes, on the third Business Day preceding the date the deposit is made with
the Trustee.


 






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“Revolving Credit Facility”
means the Credit Agreement dated as of April 5, 2017, 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 Yield” means,
with respect to any Redemption Date for the Notes, the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for such Redemption Date.


 


“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 Second 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 “4.200% Senior Notes due 2030.”


 


(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 April 1, 2030 and will bear interest at the rate of 4.200% per annum.
The Company will pay interest on the Notes on each April 1 and October 1 (each, an “Interest Payment Date”),
beginning on October 1, 2020, to the Holders of record on the immediately preceding March 15 or September 15 (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 Second 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 January 1, 2030 (the “Par Call Date”),
the Notes will be redeemable, in whole, at any time, or in part, from time to time, at the Company’s option, for cash, at
a Redemption Price, plus accrued and unpaid interest to, but not including, the Redemption Date (subject to the rights of Holders
of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), equal to the greater
of: 


 


(a)               
100% of the principal amount thereof, or


 


(b)               
the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been
due if the Notes matured on the Par Call Date, not including accrued and unpaid interest to, but not including, the Redemption
Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Yield plus 50 basis points.


 


On or after the Par Call Date, the Notes
will be redeemable, in whole at any time or in part from time to time, at the Company’s option, for cash, at a Redemption
Price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date
(subject to the rights of Holders of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest
Payment Date).


 


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


 


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


 






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(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 Second 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.


 


(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.


 






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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 Second 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 DTC), 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;


 


(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;


 






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(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.


 


(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.


 






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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 Second
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.


 


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 Second
Supplemental Indenture. 


 






    14 


     


    

 


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 Second 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 Second Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy of this
Second Supplemental Indenture is enough to prove this Second Supplemental Indenture. The exchange of copies of this Second Supplemental
Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second 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 SECOND 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 SECOND SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


[Signature Pages Follow]


 






    15 


     


    

 


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


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



 






     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
    as 

Trustee
	 	 
	 	By:	          /s/ Richard Prokosch
	 	 	Name:     Richard Prokosch
	 	 	Title:       Vice President
	 	 
	 	





     


     


    

 


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.


 






     


     


    

 


4.200% Senior Notes due 2030


 


CUSIP: 67103HAJ6

ISIN: US67103HAJ68


 


	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 April 1, 2030.


 


Interest Payment Dates: April 1 and October 1, commencing on
October 1, 2020.


 


Record Dates: March 15 and September 15.


 


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:
	 	 	Title:




 






     


     


    

 


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: March 27, 2020


 


U.S. BANK NATIONAL ASSOCIATION, as Trustee


 


	By	 	 
	 	Authorized Signatory	 



 






     


     


    

 


[FORM OF REVERSE SIDE OF NOTE]


 


O’REILLY AUTOMOTIVE, INC.


 


4.200% Senior Notes due 2030


 


1.             Indenture


 


This Note is one of a duly authorized issue
of Notes of the Company, designated as its 4.200% Senior Notes due 2030 (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 National Association, as trustee (the “Trustee”), as supplemented by
the Second Supplemental Indenture, dated as of March 27, 2020 (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 April 1 and
October 1 of each year, commencing October 1, 2020. 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 March 27, 2020. 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.


 






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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.


 






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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.


 






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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 at any time or in part 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.


 






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 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