FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.50

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of January 17, 2017 (this “Amendment”), is entered into among RITCHIE BROS. AUCTIONEERS INCORPORATED, a Canadian corporation (the “Company”), certain Subsidiaries of the Company identified on the signature pages hereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below). 

RECITALS

A.           The Borrowers, the Guarantors, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of October 27, 2016 (as amended and modified from time to time, the “Credit Agreement”).

B.           The parties hereto have agreed to amend the Credit Agreement as provided herein.

C.           In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.

AGREEMENT

1.          Amendments to Credit Agreement.

(a)          The following definition appearing in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

“Delayed-Draw Term Loan Commitment” means, as to any Term Lender, such Term Lender’s obligation to make its portion of the Delayed-Draw Term Loan to the Company and/or Ritchie Bros. Auctioneers (Canada) Ltd. pursuant to Section 2.01(c), in the principal amount set forth opposite such Term Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto. The aggregate principal amount of the Delayed-Draw Term Loan Commitments of all of the Lenders as in effect on the Closing Date is $325,000,000.

(b)          Section 1.05(d). Section 1.05(d) of the Credit Agreement is hereby amended to read as follows:

(d)          Notwithstanding anything to the contrary contained herein, if any Delayed-Draw Term Loan is denominated in Canadian Dollars, the Spot Rate therefor shall be fixed as of the date of the Borrowing thereof for the term of this Agreement.

(c)          Section 2.01(c). Section 2.01(c) of the Credit Agreement is hereby amended to read as follows:

(c)          Delayed-Draw Term Loan. Subject to the terms and conditions set forth herein, each Term Lender with a Delayed-Draw Term Loan Commitment severally agrees to make its portion of a term loan to the Company and/or Ritchie Bros.

Auctioneers (Canada) Ltd. in Dollars or Canadian Dollars in up to five (5) Borrowings which shall all be made on a single Business Day during the Availability Period in an amount not to exceed such Term Lender’s Delayed-Draw Term Loan Commitment (such Borrowings, individually and collectively, the “Delayed-Draw Term Loan”). Amounts repaid on the Delayed-Draw Term Loan may not be reborrowed. The Delayed-Draw Term Loan may consist of Base Rate Loans (to the extent that the initial Borrowing thereof was in Dollars), Canadian Prime Rate Loans (to the extent that the initial Borrowing thereof was in Canadian Dollars) or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.

(d)          Section 2.07(d). Section 2.07(d) of the Credit Agreement is hereby amended to read as follows:

(d)          Delayed-Draw Term Loan. Each of the Company and Ritchie Bros. Auctioneers (Canada) Ltd. shall repay the outstanding principal amount of its Delayed-Draw Term Loan in the currency in which it was originally funded, in installments payable on the last day of each calendar quarter (i.e. March 31, June 30, September 30 and December 31), commencing on the first full calendar quarter after the Delayed-Draw Term Loan has been funded, with each such installment being equal to (i) for the first eight (8) full calendar quarters after the Borrowing of the Delayed-Draw Term Loan, 1.25% of the original principal amount of the Delayed-Draw Term Loan and (ii) each calendar quarter thereafter, 2.5% of the original principal amount of the Delayed-Draw Term Loan, in each case, as such installments may be adjusted as a result of prepayments made pursuant to Section 2.05, unless accelerated sooner pursuant to Section 8.02; provided, that, to the extent not previously paid, the aggregate unpaid principal balance of the Delayed-Draw Term Loan shall be due and payable on the Maturity Date.

2.          Effectiveness; Conditions Precedent. This Amendment shall be effective as of the date hereof upon receipt by the Administrative Agent of copies of this Amendment duly executed by the Loan Parties, the Required Lenders and the Administrative Agent.

3.          Ratification of Credit Agreement. Each Loan Party acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents.

4.          Authority/Enforceability. Each Loan Party represents and warrants as follows:

(a)          It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)          This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

(c)          No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment other than (a) those that have already been obtained and are in full force and effect, and (b) except to the extent that the failure to obtain or make such approval, consent,

exemption, authorization, registration, action, notice or filing would not reasonably be expected to have a Material Adverse Effect.

(d)          The execution, delivery and performance of this Amendment does not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under (A) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (B) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, in each case, except to the extent any such conflict, breach or contravention would not reasonably be expected to have a Material Adverse Effect or (iii) violate any applicable Law, except to the extent any such violation would not reasonably be expected to have a Material Adverse Effect.

5.          Representations and Warranties of the Loan Parties. Each Borrower represents and warrants that after giving effect to this Amendment (a) the representations and warranties of the Loan Parties set forth in Article V of the Credit Agreement are true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date, and (b) no Default exists.

6.          Counterparts/Facsimile. This Amendment is a Loan Document. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment by facsimile or pdf shall be effective as an original.

7.          Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the state of NEW YORK.

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

¹ Entities are signing in both capacities

² Entities are signing in both capacities

BORROWERS

AND GUARANTORS³:

³ Entities are signing in both capacities

⁴ Entities are signing in both capacities