RITCHIE BROS. AUCTIONEERS INCORPORATED and each of the Guarantors PARTY HERETO 5.375% SENIOR NOTES DUE 2025 INDENTURE Dated as of December 21, 2016 U.S. BANK NATIONAL ASSOCIATION TrusteeIndenture • December 21st, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • New York
INDENTURE dated as of December 21, 2016 among Ritchie Bros. Auctioneers Incorporated, a company incorporated in Canada under the Canada Business Corporations Act, the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee.
ESCROW AND SECURITY AGREEMENT among RITCHIE BROS. AUCTIONEERS INCORPORATED, as Escrow Agent, and as Trustee Dated as of December 21, 2016Escrow and Security Agreement • December 21st, 2016 • Ritchie Bros Auctioneers Inc • Services-business services, nec • New York
This Agreement is being entered into in connection with the purchase agreement, dated as of December 7, 2016 (the “Purchase Agreement”), among the Grantor, the guarantors party thereto and Goldman, Sachs & Co., as representative (the “Representative”) of the several initial purchasers named therein (the “Initial Purchasers”), and the indenture, dated as of the date hereof (the “Indenture”), governing the Grantor’s 5.375% Senior Notes due 2025 (the “Notes”), by and among the Grantor, the guarantors party thereto and the Trustee. Capitalized terms, which are used but not defined herein, have the respective meanings specified in the Indenture. Pursuant to the Purchase Agreement and the Grantor’s Offering Circular, dated as of December 7, 2016 (the “Offering Circular”), the Grantor offered (the “Offering”) $500,000,000 aggregate principal amount of the Notes. The Notes will be issued at an original offering price of 100% of their face value.
