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3 similar Escrow and Security Agreement contracts by Ritchie Bros Auctioneers Inc

ESCROW AND SECURITY AGREEMENT among RITCHIE BROS. HOLDINGS INC., as Escrow Agent, and as Trustee Dated as of March 15, 2023
Escrow 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.

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ESCROW AND SECURITY AGREEMENT among RITCHIE BROS. HOLDINGS INC., as Escrow Agent, and as Trustee Dated as of March 15, 2023
Escrow 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, to be issued under the Indenture, dated as of March 15, 2023, between the Grantor, RBA, as guarantor, US Bank, as 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 (the “Notes”), to be issued under the Indenture, dated as of March 15, 2023 (the “Indenture”), among the Grantor, RBA, as guarantor, and the Trustee.

ESCROW AND SECURITY AGREEMENT among RITCHIE BROS. AUCTIONEERS INCORPORATED, as Escrow Agent, and as Trustee Dated as of December 21, 2016
Escrow 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.

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