ESCROW AND SECURITY AGREEMENT among RITCHIE BROS. HOLDINGS INC., as Escrow Agent, and as Trustee Dated as of March 15, 2023Escrow and Security Agreement • March 15th, 2023 • Ritchie Bros Auctioneers Inc • Services-business services, nec
This Agreement is being entered into in connection with the purchase agreement, dated as of March 1, 2023 (the “Purchase Agreement”), among the Grantor, Ritchie Bros. Auctioneers Incorporated, a company organized under the laws of Canada (“RBA”), and Goldman Sachs & Co. LLC, as representative of the several initial purchasers named therein (the “Initial Purchasers”), relating to the sale by the Grantor to the Initial Purchasers of (i) $550,000,000 aggregate principal amount of the Grantor’s 6.750% Senior Secured Notes due 2028 (the “Notes”), to be issued under the Indenture, dated as of March 15, 2023 (the “Indenture”), between the Grantor, RBA, as guarantor, the Trustee and US Bank, as collateral agent, and (ii) $800,000,000 aggregate principal amount of the Grantor’s 7.750% Senior Notes due 2031, to be issued under the Indenture, dated as of March 15, 2023, among the Grantor, RBA, as guarantor, and US Bank, as trustee.
