Exhibit 10.6


 


	
    Certain portions of this exhibit
    have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is (i) not material and (ii) the
    type that the registrant treats as private or confidential. Information that has been omitted has been noted in this document with a placeholder
    identified by the mark “[***]”.

     

    



 


£120,000,000
uncommitted revolving CREDIT AGREEMENT


 


This Agreement is dated            May 2022
and is made between


 


		1)	Rentokil Initial Plc, a company incorporated
                                            under the laws of England, having its registered address at Compass House, Manor Royal, Crawley,
                                            West Sussex, United Kingdom, RH10 9PY, registration number 5393279 (the Borrower);



 


		2)	ING Bank N.V., London Branch, a company
                                            with UK establishment number BR000341, having its registered address at 8-10 Moorgate, London,
                                            EC2R 6DA, (the Bank).



 


IT IS AGREED AS FOLLOWS:


 


		1.	Definitions



 


Terms used in this Agreement have the
following meaning:


 


Affiliate means in relation to
any Person, a Subsidiary of that Person, or a Holding Company of that Person or any other Subsidiary of that Holding Company.


 


Agreement means this agreement
(including the attached schedules) as amended from time to time.


 


Appointment
Date means the proposed Appointment Date specified in the Lending Affiliate Appointment Notice.


 


Authorisation means an authorisation,
consent, approval, resolution, licence, exemption, filing, notarisation or registration.


 


Bail-In Action means the exercise
of any Write-down and Conversion Powers.


 


Bail-In Legislation means:


 


		(a)	in relation
                                            to an EEA Member Country which has implemented, or which at any time implements, Article 55
                                            of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit
                                            institutions and investment firms, the relevant implementing law or regulation as described
                                            in the EU Bail-In Legislation Schedule from time to time; and



 


		(b)	in relation
                                            to any other state, any analogous law or regulation from time to time which requires contractual
                                            recognition of any Write-down and Conversion Powers contained in that law or regulation.



 


Base Rate means for any Loan
or (related) Unpaid Sum in GBP the Compounded Base Rate or if a Replacement Base Rate has been agreed in accordance with Clause 5.7 Replacement
of Published Screen Rate such Replacement Base Rate and, if the Replacement Base Rate is below zero, the Replacement Base Rate will
be deemed to be zero.


 


Break Funding Costs means the
amount determined by the Bank to be the costs incurred as a result of the Borrower repaying a Loan on another date than the last day
of an Interest Period.


 


Business Day means a day (other
than a Saturday or a Sunday) on which banks are open for general business in London.


 


Central Bank Rate has the meaning
given to that term in the applicable Rate Terms.


 


Central Bank
Rate Adjustment has the meaning given to that term in the applicable Rate Terms.


 


Central Bank Rate Spread has
the meaning given to that term in the applicable Rate Terms.


 


Change of Control means (i) the
current parent or controlling shareholder ceasing to Control the Borrower or (ii) the obtaining of Control over the Borrower by
a Person or a group of Persons who acted jointly on the basis of an arrangement or understanding between themselves.


 






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Compounded Base Rate means, in
relation to any RFR Banking Day during the Interest Period of a Loan, the percentage rate per annum which is the aggregate of the Daily
Non-Cumulative Compounded RFR Rate for that RFR Banking Day.


 


Control means (i) the direct
or indirect ownership of more than 50% of the shares, voting capital or similar rights of ownership of a Person, or (ii) the power
to directly or indirectly, on the basis of an agreement, through the exercise of voting rights or otherwise, appoint or dismiss the majority
of the members of the board of directors or supervisory board or give directions regarding the policies of the Person with which such
members are obliged to comply.


 


Cost of Funds means the interest
rate per annum which the Bank determines in its sole discretion is the cost it will incur in order to fund a Loan from whatever source
it may reasonably select.


 


Cumulative Compounded RFR Rate
means, in relation to an Interest Period for a Loan, the percentage rate per annum determined by the Bank in accordance with the methodology
set out in Schedule 5 Cumulative Compounded RFR Rate.


 


Daily Non-Cumulative Compounded RFR
Rate means, in relation to any RFR Banking Day during an Interest Period for a Loan, the percentage rate per annum determined by
the Bank in accordance with the methodology set out in Schedule 4 Daily Non-Cumulative Compounded RFR Rate.


 


Daily Rate means the rate specified
as such in the applicable Rate Terms.


 


Default means an Event of Default
or any event or circumstance which would become an Event of Default with the lapse of time, giving of notice, expiry of a grace period
or the making of any determination of an Event of Default.


 


EEA Member Country means any
member state of the European Union, Iceland, Liechtenstein and Norway.


 


EU Bail-In Legislation Schedule
means the document described as such and published by the Loan Market Association (or any successor person) from time to time.


 


Event of Default means an event
or circumstance specified as such in Clause 11 Events of Default.


 


Existing Syndicated RCF means
the multicurrency revolving facility agreement between the Borrower, Skandinaviska Enskilda Banken AB (publ) as agent and the lenders
named therein originally dated 27 January 2015 as may be amended and/or amended and restated from time to time (including, most
recently, in form as amended and restated pursuant to an amendment and restatement agreement dated 8 September 2021). For the
avoidance of doubt, if the Bank ceases to participate in the Existing Syndicated RCF or the Existing Syndicated RCF is cancelled
and/or terminated prior to termination of this Agreement, then all references to the Existing Syndicated RCF (including definitions and
provisions thereunder) shall be by reference to the form of the Existing Syndicated RCF in force on the last date on which the Bank participates
in that Existing Syndicated RCF.


 


Facility means the revolving
credit facility made available pursuant to this Agreement.


 


Final Maturity Date means, without
prejudice to the uncommitted and on-demand nature of the Facility (pursuant to Clause 2.2 Uncommitted facility and Clause 7.3
Cancellation, respectively), 30 December 2022.


 


Finance Document means this Agreement,
Utilisation Request, fee letter and any other document designated as such by the Bank and the Borrower, all as may be amended from time
to time.


 


Financial Indebtedness means
any indebtedness for or in respect of:


 


	a)	moneys borrowed;
	b)	any acceptance credit;
	c)	any bond, note, debenture or other similar
                                            instrument;
	d)	any lease or hire purchase contract or a
                                            liability which would in accordance with IFRS, (local) GAAP (General Accepted Accounting
                                            Principles) or (other) local accounting standards be treated as a balance sheet liability;
	e)	receivables sold or discounted (otherwise
                                            than on a non-recourse basis);
	f)	any derivative transaction entered into to
                                            protect against or benefit from fluctuations in any interest, rate or price (and the then
                                            marked to market value of the derivative transaction will be used to calculate its amount);
	g)	any other transaction which has the commercial
                                            effect of a borrowing;
	h)	any counter-indemnity obligation or other
                                            recourse commitment in respect of any guarantee, indemnity, bond, letter of credit, or other
                                            similar instrument issued by a bank or financial institution; or
	i)	any guarantee, indemnity, surety-ship or
                                            similar assurance against financial loss in respect of any liability referred to in the above
                                            paragraphs a) up to and including h).



 


Group means the Borrower and
its Subsidiaries from time to time.


 


Holding Company means, in relation
to a Person, any other Person in respect of which it is a Subsidiary.


 


Increased Cost means:


 


	a)	an additional or increased cost (including,
                                            but not limited to, any cost incurred by the Bank or any of its Affiliates as a result of
                                            the compliance with the minimum reserve requirements or other requirements imposed by any
                                            relevant central bank, by law or regulation);



 






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	b)	a reduction in the rate of return from the
                                            Facility or on the Bank’s or any of its Affiliates’ invested overall capital;
                                            or
	c)	a reduction of an amount due and payable
                                            under any Finance Document,



 


which is incurred or suffered by the
Bank or any of its Affiliates to the extent attributable (directly or indirectly) to the Bank having entered into any Finance Document
or funding or performing its obligations under any Finance Document.


 


Interest Period means, in relation
to a Loan or Unpaid Sum, the period determined in accordance with Clause 5 Interest and Fees.


 


Lending Affiliate means an entity
which has become a Party as a lending affiliate in accordance with Clause 22.1 Appointment of Lending Affiliates.


 


Lending Affiliate Appointment Notice
means a notice of appointment of a Lending Affiliate, in a form agreed between the Bank and the relevant Lending Affiliate.


 


Lending Affiliate
Resignation Notice means a notice of resignation of a Lending Affiliate, in a form agreed between the Lender and the relevant Lending
Affiliate.


 


Lending Affiliate Utilisation
means, in relation to a Lending Affiliate, a Loan in which that Lending Affiliate has been nominated to participate pursuant to Clause
22.3 Nomination of Lending Affiliate Utilisations.


 


Lending Affiliate Utilisation Notice
means a notice of a Lending Affiliate Utilisation, in a form agreed between the Lender and the relevant Lending Affiliate.


 


Limit means the (aggregate) amount
specified in Clause 2 Facility, including, if applicable, any sub-limit, to the extent not cancelled, increased or reduced under
this Agreement.


 


Loan means a loan made or to
be made available under the Facility or the principal amount outstanding for the time being of that loan.


 


Lookback Period has the meaning
given to that term in the applicable Rate Terms.


 


Margin means the rate set out
in Clause 5.3 Margin.


 


Market Disruption Event means:


 


	a)	the relevant RFR or Central Bank Rate is
                                            not available for an RFR Banking Day or a Published Rate Replacement Event has occurred and
                                            this Agreement has not been amended pursuant to Clause 5.7Replacement of Published Screen
                                            Rate; or
	b)	before close of business in London on a Reporting
                                            Day for a Loan, the cost to the Bank of funding the Loan in the market specified as such
                                            in the Rate Terms for the relevant Interest Period would be in excess of the aggregate of
                                            the applicable Cumulative Compounded RFR Rate



 


Material Adverse Effect means
any material adverse effect on:


 


	a)	the financial condition, business, assets
                                            or prospects of the Borrower or the Group;
	b)	the ability of the Borrower to perform its
                                            obligations under any Finance Document; or
	c)	the validity, enforceability, effectiveness
                                            or ranking of any Finance Document or of a right of the Bank thereunder.



 


Original Financial Statements
means the audited consolidated financial statements of the Borrower for the financial year ended 31st December 2021.


 


Party means a party to this Agreement.


 


Person means any natural person,
legal entity, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium
or partnership (whether or not having separate legal personality).


 


Pound sterling, pound sterling, £
and GBP means the lawful currency of United Kingdom.


 


Published Rate Replacement Event
means (i) in the reasonable opinion of the Bank, the methodology, formula or other means of determining the RFR has materially
changed or (ii) the administrator of the RFR announces that (a) it is insolvent or that it shall cease to provide the RFR (and
there is no successor administrator) or (b) such RFR may no longer be used or shall be indefinitely or permanently discontinued
or (c) a supervisor or administrator of such RFR publicly announces that RFR is no longer or, as of a specified future date will
no longer be, representative of the underlying market or the economic reality that it is intended to measure and that such representativeness
will not be restored.


 


Rate Terms means in relation
to a Loan or an Unpaid Sum in GBP the terms set out for that currency in Schedule 3 Rate Terms.


 


Relevant Market has the meaning
given to that term in the applicable Rate Terms.


 


Replacement Base Rate means a
benchmark rate which is:


 


	a)	implemented, designated or recommended as
                                            a replacement by the administrator of the RFR or a central bank or any other supervisory
                                            or regulatory authority; or



 






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	b)	agreed by the Borrower and the Bank as, generally
                                            accepted in the international or domestic loan markets as the appropriate successor to a
                                            RFR or otherwise an appropriate successor to a RFR.



 


Reporting Day means the day (if
any) specified as such in the applicable Rate Terms.


 


Representative means any delegate,
agent, manager, administrator, nominee, attorney, trustee or custodian.


 


RFR means any rate specified
as such in the applicable Rate Terms.


 


RFR Banking Day means any day
specified as such in the applicable Rate Terms.


 


Resolution Authority means any
body which has authority to exercise any Write-down and Conversion Powers.


 


Rollover Loan means one or more
Loans:


 


	(a)	made or to be made on the same day that
                                            a maturing Loan is due to be repaid;
	(b)	the aggregate amount of which is equal to
                                            or less than the amount of the maturing Loan;
	(c)	in the same currency as the maturing Loan;
                                            and
	(d)	made or to be made to the same Borrower
                                            for the purpose of refinancing a maturing Loan.



 


Security Interest means (the
creation of) a pledge, charge, hypothecation, mortgage, lien or any other security interest securing any obligation of any Person or
any other agreement or arrangement having a similar effect in the relevant jurisdiction.


 


Subsidiary means in relation
to a specified Person any Person over which it has Control.


 


Unpaid Sum means any sum due
and payable but unpaid by the Borrower under the Finance Documents.


 


Utilisation Date means each date
on which a Loan is made or to be made.


 


Utilisation Request means a request
for a Loan in writing substantially in the form of Schedule 2 Utilisation Request or in any other manner or form as accepted by
the Bank.


 


Write-down and Conversion Powers
means:


 


	(a)	in relation to any Bail-In Legislation
described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in
relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and



 


	(b)	in relation to any other applicable
Bail-In Legislation:



 


		(i)	any powers under that Bail-In
Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution
or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of
such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares,
securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if
a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers; and






		(ii)	any similar or analogous powers
under that Bail-In Legislation.



 


		2.	Facility



 


		2.1	Availability



 


Subject to the terms of this Agreement,
the Bank makes available to the Borrower an uncommitted revolving credit facility in an aggregate amount of £120,000,000 (one hundred
and twenty million British Pounds).


 


The aggregate amount of the outstanding
Loans may not exceed the Limit at any moment in time.


 


		2.2	Uncommitted facility



 


The Facility is uncommitted and repayable
on demand in accordance with Clause 7.3 Cancellation. The Bank does not have any obligation under this Agreement and it is at
its sole discretion to honour a request for a Loan.


 


		3.	Purpose



 


The Borrower shall apply all amounts
borrowed by it under the Facility towards the financing of working capital including acquisitions and dividends. The Bank is not bound
to monitor or verify the application of any amount borrowed pursuant to this Agreement.


 


		4.	Conditions



 


		4.1	Conditions precedent



 


The first Loan may be requested by the
Borrower, via a method as approved by the Bank, only after the Bank has notified the Borrower that it has received all of the documents
and evidence set out in Schedule 1 Conditions Precedent in form and substance satisfactory to the Bank. The Bank will give this
notification to the Borrower as soon as reasonably practicable after being so satisfied. This does not affect the uncommitted character
of the Facility.


 






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		4.2	Utilisation Request



 


The Borrower may request a Loan by giving
the Bank, via a method as approved by the Bank, a duly completed and duly executed Utilisation Request substantially in the form of Schedule
2 Utilisation Request. A Utilisation Request for a Loan must be given to the Bank two RFR Banking Days before the date of Utilisation.
A Utilisation Request is irrevocable.


 


		4.3	Utilisation



 


Without prejudice to Clause 2.2 Uncommitted
facility, the Bank is not obliged to make a Loan available if:


 


	(a)	on the date of the Utilisation Request
                                            or on the Utilisation Date, in the case of a Rollover Loan an Event of Default is continuing,
                                            or in case of a Loan other than a Rollover Loan a Default is continuing or would result from
                                            that Loan;
	(b)	the Borrower has issued a notice pursuant
                                            to Clause 8.4 Notification of Default.
	(c)	the amount of the Loan is less than
                                            £10,000,000 or, if higher, increased with integral multiples of £5,000,000;
	(d)	the currency of the Loan does not comply
                                            with Clause 2 Facility;
	(e)	the Interest Period does not comply
                                            with Clause 5.1 Interest Periods;
	(f)	as a result of the proposed utilisation
                                            more than 3 Loans would be outstanding; or
	(g)	as a result of the proposed utilisation
                                            the aggregate amount of the outstanding Loans would exceed the Limit.



 


		5.	Interest
                                            and FEES



 


		5.1	Interest Periods



 


		(a)	The term of each Loan equals the applicable
                                            Interest Period and each Loan has one Interest Period only.






		(b)	The Borrower may select an Interest
                                            Period of 1 month (or any other period as agreed between the Borrower and the Bank) in the
                                            Utilisation Request for that Loan.






		(c)	If the Borrower fails to select an Interest
                                            Period the relevant Interest Period will be 1 month






		(d)	The Interest Period will start on the
                                            Utilisation Date. The Bank will determine the appropriate Interest Period for any Unpaid
                                            Sum.






		(e)	An Interest Period for a Loan shall
                                            not extend beyond the Termination Date.



 


		5.2	Obligation to pay interest



 


		(a)	The Borrower must pay interest on each
                                            Loan made available to it and on any Unpaid Sum on the last day of each Interest Period.






		(b)	The rate of interest on each Loan for
                                            any day during an Interest Period is the percentage rate per annum equal to the aggregate
                                            of the applicable Base Rate for that day and Margin.






		(c)	If any day during an Interest Period
                                            for a Loan or Unpaid Sum is not an RFR Banking Day, the rate of interest on that Loan for
                                            that day will be the rate applicable to the immediately preceding RFR Banking Day.






		(d)	The Bank shall promptly upon such total
                                            amount of interest being determinable, notify the Borrower of the determination of the total
                                            amount of accrued interest that relates to a Loan or Unpaid Sum and is, or is scheduled to
                                            become, payable under this Agreement.



 


		5.3	Margin



 


 [***]




 


		5.4	Default interest



 


Upon the occurrence of an Event of Default,
the rate of interest in respect of an Unpaid Sum and the rate of interest referred to in Clause 5.2 Obligation to pay debit interest
will be equal to the aggregate of:


 


		(a)	the Base Rate;






		(b)	the (relevant) Margin (which will be
                                            the highest applicable rate set out in Clause 5.3 Margin); and






		(c)	1% per annum.



 


		5.5	Market disruption



 


If a Market Disruption Event occurs
in relation to a Loan for any Interest Period, then the Bank may give notice to the Borrower that the rate of interest for that period
shall be the percentage rate per annum which is the sum of the (relevant) Margin and the Cost of Funds.


 


		5.6	Front-end fee/Arrangement
                                            fee



 


The Borrower must pay to the Bank [***]
on the earlier of: (i) 3 Business Days after the date of this Agreement and (ii)  the first Utilisation Date.


 


		5.7	Replacement of Published Screen
                                            Rate



 


If a Published Rate Replacement Event
occurs the Bank and the Borrower may agree such amendments to the Finance Documents as may be required to (i) provide for and align
the Finance Documents to the use of a Replacement Base Rate for the calculation of any interest under this Agreement, (ii) provide
for appropriate fall-back provisions for the Replacement Base Rate and (iii) adjust the pricing to reduce or mitigate the transfer
of economic value from one Party to another as a result of the application of the Replacement Base Rate.


 


		6.	Repayment



 


The Borrower must repay each Loan on
the last day of the Interest Period for that Loan. Subject to the terms of this Agreement, amounts repaid under this Clause may be re-borrowed
and without prejudice to Clause 2.2 Uncommitted facility.


 






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		7.	Prepayment
                                            and cancellation



 


		7.1	Mandatory
                                            prepayment – Illegality, Change of Control



 


		(a)	If it becomes
                                            unlawful for the Bank or any of its Affiliates to perform any of its obligations, to fund,
                                            issue or maintain any Loan or to receive interest under any Finance Document, the Bank may
                                            immediately cancel the Limit and/or declare all outstanding Loans, together with accrued
                                            interest and all other amounts accrued under the Finance Documents, to be immediately due
                                            and payable.






		(b)	The Borrower
                                            must promptly notify the Bank if it becomes aware of any Change of Control or intended Change
                                            of Control. After a Change of Control, the Bank may by not less than 5 days’ notice
                                            to the Borrower cancel the Limit and/or declare all outstanding Loans, together with accrued
                                            interest and all other amounts accrued under the Finance Documents, to be immediately due
                                            and payable.



 


		7.2	Voluntary
                                            prepayment



 


		(a)	Without
                                            prejudice to Clause 16.6 Break Funding Costs, the Borrower may, by giving not less
                                            than 10 Business Days prior notice to the Bank (or such other period as may be agreed to
                                            by the Bank), prepay each Loan in whole or in part, provided that a prepayment of part of
                                            a Loan must be made in a minimum amount of £10,000,000 and integral multiples of £5,000,000.
                                            Each prepayment notice is irrevocable and must specify the relevant date(s) and the
                                            amount of the Loan to be prepaid.






		(b)	Any prepayment
                                            under this Agreement shall be made together with accrued interest on the amount prepaid and,
                                            subject to any Break Funding Costs without premium or penalty.



 


		7.3	Cancellation,
                                            repayment and termination



 


		(a)	The Borrower
                                            may, by giving not less than 3 Business Days prior notice to the Bank, cancel the available
                                            Limit in whole or in part, provided that a partial cancellation must be in a minimum amount
                                            of £10,000,000 and an integral multiple of £5,000,000. Each cancellation notice
                                            is irrevocable and must specify the relevant date(s) and the amount to be cancelled.






		(b)	Notwithstanding
                                            the rights of the Bank set out in this Agreement, the Bank may at any time, by giving notice
                                            to the Borrower, cancel the available Limit in whole or in part and declare that the outstanding
                                            Loans, including accrued interest and any other amounts due by the Borrower under the Finance
                                            Documents are – if no Event of Default is continuing (in which case Clause 12 Acceleration
                                            is applicable) –due and payable within 3 Business Days of receipt by the Borrower
                                            of the relevant notice (without any demand or notice of default being required).






		(c)	without
                                            prejudice to, and in addition to, the uncommitted and on-demand nature of the Facility (pursuant
                                            to Clause 2.2 Uncommitted facility and this Clause 7.3 Cancellation, respectively),
                                            it is agreed between the Bank and Borrower that:



 





		(i)	if the facility is undrawn on 31 May 2022,
                                            then the Bank will be entitled to immediately cancel the Facility, which shall be effective
                                            on that day, without notice to the Borrower; and






		(ii)	






(X) all outstanding Loan(s) (together
with accrued interest and subject further to any Break Funding Costs without premium or penalty) shall become due and payable in full
on the Final Maturity Date, and


(Y) this Agreement
shall terminate on the Final Maturity Date (unless otherwise agreed to by the Bank), in each case, without notice to the
Borrower.


 


		8.	Information
                                            covenants



 


		8.1	Financial
                                            statements



 


The Borrower agrees to be bound by and
shall comply with all provisions under clause 21.1 (Financial statements) of the Existing Syndicated RCF which shall apply mutatis
mutandis in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing the Existing
Syndicated RCF) were references to this Agreement; (B) references to “the Agent” were references to the Bank; (C) references
to each of “the Lenders”, “the Majority Lenders” and “the Finance Party” were references to the Bank;
(D) references to “the Obligor” were references to the Borrower and (E) references to “the Finance Document”
shall be deemed to include this Agreement and the “Finance Document” as defined hereunder. In the case of any conflict of
interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall prevail (acting
reasonably and in good faith at all times).


 


		8.2	Changes
                                            of financial year or in the method of financial reporting



 


		(a)	The Borrower
                                            must notify the Bank of any proposed change of its financial year or to the manner in which
                                            its financial statements are prepared.






		(b)	If requested by the Bank, the Borrower
                                            must supply to the Bank:



 





		(i)	a full description of any change notified
                                            under paragraph (a) above;






		(ii)	sufficient information to enable the
                                            Bank to make a proper comparison between the financial position shown by the set of financial
                                            statements prepared on the changed basis and its most recent audited consolidated financial
                                            statements delivered to the Bank under this Agreement prior to the implementation of the
                                            change; and






		(iii)	positive sign-off by the Borrower’s
                                            auditor regarding the change.



 


		8.3	Information – miscellaneous



 


The Borrower agrees to be bound by and
shall comply with all provisions under clause 21.4 (Information: miscellaneous) of the Existing Syndicated RCF which shall apply
mutatis mutandis in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing
the Existing Syndicated RCF) were references to this Agreement; (B) references to “the Agent” were references to the
Bank; (C) references to each of “the Lenders”, “the Majority Lenders” and “the Finance Party”
were references to the Bank; (D) references to “the Obligor” were references to the Borrower and (E) references
to “the Finance Document” shall be deemed to include this Agreement and the “Finance Document” as defined hereunder.
In the case of any conflict of interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s
interpretation shall prevail (acting reasonably and in good faith at all times).


 






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		8.4	Notification of Default



 


The Borrower agrees to be bound by and
shall comply with all provisions under clause 21.5 (Notification of default) of the Existing Syndicated RCF which shall apply
mutatis mutandis in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing
the Existing Syndicated RCF) were references to this Agreement; (B) references to “the Agent” were references to the
Bank; (C) references to each of “the Lenders”, “the Majority Lenders” and “the Finance Party”
were references to the Bank; (D) references to “the Obligor” were references to the Borrower and (E) references
to “the Finance Document” shall be deemed to include this Agreement and the “Finance Document” as defined hereunder.
In the case of any conflict of interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s
interpretation shall prevail (acting reasonably and in good faith at all times).


 


		9.	General
                                            covenants



 


		9.1	General



 


The Borrower agrees to be bound by the
covenants set out in this Clause 9 General Covenants relating to it. Where a covenant is expressed to apply to all members of
the Group, the Borrower must ensure that each of its Subsidiaries complies with that covenant.


 


		9.2	Compliance with laws



 


The Borrower agrees to be bound by and
shall comply with all provisions under clause 23.2 (Compliance with laws) of the Existing Syndicated RCF which shall apply mutatis
mutandis in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing the Existing
Syndicated RCF) were references to this Agreement; (B) references to “the Agent” were references to the Bank; (C) references
to each of “the Lenders”, “the Majority Lenders” and “the Finance Party” were references to the Bank;
(D) references to “the Obligor” were references to the Borrower and (E) references to “the Finance Document”
shall be deemed to include this Agreement and the “Finance Document” as defined hereunder. In the case of any conflict of
interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall prevail (acting
reasonably and in good faith at all times).


 


		9.3	Negative pledge



 


The Borrower agrees to be bound by and
shall comply with all provisions under clause 23.3 (Negative pledge) of the Existing Syndicated RCF which shall apply mutatis
mutandis in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing the Existing
Syndicated RCF) were references to this Agreement; (B) references to “the Agent” were references to the Bank; (C) references
to each of “the Lenders”, “the Majority Lenders” and “the Finance Party” were references to the Bank;
(D) references to “the Obligor” were references to the Borrower and (E) references to “the Finance Document”
shall be deemed to include this Agreement and the “Finance Document” as defined hereunder. In the case of any conflict of
interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall prevail (acting
reasonably and in good faith at all times).


 


		9.4	Pari Passu



 


The Borrower agrees to be bound by and
shall comply with all provisions under clause 23.7 (Pari Passu) of the Existing Syndicated RCF which shall apply mutatis mutandis
in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing the Existing Syndicated
RCF) were references to this Agreement; (B) references to “the Agent” were references to the Bank; (C) references
to each of “the Lenders”, “the Majority Lenders” and “the Finance Party” were references to the Bank;
(D) references to “the Obligor” were references to the Borrower and (E) references to “the Finance Document”
shall be deemed to include this Agreement and the “Finance Document” as defined hereunder. In the case of any conflict of
interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall prevail (acting
reasonably and in good faith at all times).


 


		10.	representations



 


The Borrower makes each of the representations
and warranties set out in clause 20 (Representations) of the Existing Syndicated RCF which shall apply mutatis mutandis
in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing the Existing Syndicated
RCF) were references to this Agreement; (B) references to “the Agent” were references to the Bank; (C) references
to each of “the Lenders”, “the Majority Lenders” and “the Finance Party” were references to the Bank;
(D) references to “the Obligor” were references to the Borrower and (E) references to “the Finance Document”
shall be deemed to include this Agreement and the “Finance Document” as defined hereunder. In the case of any conflict of
interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall prevail (acting
reasonably and in good faith at all times).


 


The Borrower makes each of the representations
and warranties to the Bank on the date of this Agreement. The representations are deemed to be made by the Borrower by reference to the
facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.


 


		11.	Events
                                            of default



 


Each of the events set out in this Clause
11 Events of Default is an Event of Default.


 


		11.1	Non-payment



 


The Borrower agrees to be bound by and
shall comply with all provisions under clause 24.1 (Non-payment) of the Existing Syndicated RCF which shall apply mutatis mutandis
in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing the Existing Syndicated
RCF) were references to this Agreement; (B) references to “the Agent” were references to the Bank; (C) references
to each of “the Lenders”, “the Majority Lenders” and “the Finance Party” were references to the Bank;
(D) references to “the Obligor” were references to the Borrower and (E) references to “the Finance Document”
shall be deemed to include this Agreement and the “Finance Document” as defined hereunder. In the case of any conflict of
interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall prevail (acting
reasonably and in good faith at all times).


 






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		11.2	Breach of other obligations



 


The Borrower agrees to be bound by and
shall comply with all provisions under clause 24.3 (Other obligations) of the Existing Syndicated RCF which shall apply mutatis
mutandis in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing the Existing
Syndicated RCF) were references to this Agreement; (B) references to “the Agent” were references to the Bank; (C) references
to each of “the Lenders”, “the Majority Lenders” and “the Finance Party” were references to the Bank;
(D) references to “the Obligor” were references to the Borrower and (E) references to “the Finance Document”
shall be deemed to include this Agreement and the “Finance Document” as defined hereunder. In the case of any conflict of
interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall prevail (acting
reasonably and in good faith at all times).


 


		11.3	Misrepresentation



 


The Borrower agrees to be bound by and
shall comply with all provisions under clause 24.4 (Misrepresentation) of the Existing Syndicated RCF which shall apply mutatis
mutandis in this Agreement as if, without limitation: (A) references to “the Agreement” (referencing the Existing
Syndicated RCF) were references to this Agreement; (B) references to “the Agent” were references to the Bank; (C) references
to each of “the Lenders”, “the Majority Lenders” and “the Finance Party” were references to the Bank;
(D) references to “the Obligor” were references to the Borrower and (E) references to “the Finance Document”
shall be deemed to include this Agreement and the “Finance Document” as defined hereunder. In the case of any conflict of
interpretation or definition between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall prevail (acting
reasonably and in good faith at all times).


 


		11.4	Cross-default



 


		(a)	The Borrower agrees to be bound by and
                                            shall comply with all provisions under clause 24.5 (Cross default) of the Existing
                                            Syndicated RCF which shall apply mutatis mutandis in this Agreement as if, without
                                            limitation: (A) references to “the Agreement” (referencing the Existing
                                            Syndicated RCF) were references to this Agreement; (B) references to “the Agent”
                                            were references to the Bank; (C) references to each of “the Lenders”, “the
                                            Majority Lenders” and “the Finance Party” were references to the Bank;
                                            (D) references to “the Obligor” were references to the Borrower and (E) references
                                            to “the Finance Document” shall be deemed to include this Agreement and the “Finance
                                            Document” as defined hereunder. In the case of any conflict of interpretation or definition
                                            between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall
                                            prevail (acting reasonably and in good faith at all times).






		(b)	An event of default (however described)
                                            has occurred under Existing Syndicated RCF pursuant to the terms therein.



 


		11.5	Insolvency, dissolution or
                                            attachment



 


The Borrower agrees to be bound by and
shall comply with all provisions under each of clause 24.6 (Insolvency), clause 24.7 (Insolvency proceedings) and clause
24.8 (Creditors’ process) of the Existing Syndicated RCF which shall apply mutatis mutandis in this Agreement as
if, without limitation: (A) references to “the Agreement” (referencing the Existing Syndicated RCF) were references
to this Agreement; (B) references to “the Agent” were references to the Bank; (C) references to each of “the
Lenders”, “the Majority Lenders” and “the Finance Party” were references to the Bank; (D) references
to “the Obligor” were references to the Borrower and (E) references to “the Finance Document” shall be deemed
to include this Agreement and the “Finance Document” as defined hereunder. In the case of any conflict of interpretation
or definition between this Agreement and the Existing Syndicated RCF, the Bank’s interpretation shall prevail (acting reasonably
and in good faith at all times).


 


		11.6	Changes within the Group



 


The Borrower’s articles of association
or internal rules or regulations are, in the opinion of the Bank, materially amended or the corporate structure of the Group is,
in the opinion of the Bank, changed significantly, by a merger, demerger, winding up, conversion, takeover or otherwise.


 


		11.7	Cessation of business



 


A member
of the Group ceases, or threatens to cease, to carry on all, or a material part of its business.


 


		11.8	Invalidity and unenforceability
                                            of the Finance Documents



 


The Borrower agrees to be bound by and
shall comply with all provisions under each of clause 24.10 (Unlawfulness), and clause 24.11 (Repudiation) of the Existing
Syndicated RCF which shall apply mutatis mutandis in this Agreement as if, without limitation: (A) references to “the
Agreement” (referencing the Existing Syndicated RCF) were references to this Agreement; (B) references to “the Agent”
were references to the Bank; (C) references to each of “the Lenders”, “the Majority Lenders” and “the
Finance Party” were references to the Bank; (D) references to “the Obligor” were references to the Borrower and
(E) references to “the Finance Document” shall be deemed to include this Agreement and the “Finance Document”
as defined hereunder. In the case of any conflict of interpretation or definition between this Agreement and the Existing Syndicated
RCF, the Bank’s interpretation shall prevail (acting reasonably and in good faith at all times).


 


		12.	Acceleration



 


Without prejudice to Clause 2.2 Uncommitted
facility and Clause 7.3 Cancellation and to any other rights it may have under this Agreement, if an Event of Default occurs
or is continuing, the Bank may, by notice to the Borrower:


 


		(a)	cancel the Limit in whole or in part;






		(b)	declare that any and all amounts outstanding
                                            under the Finance Documents are:



 





		(i)	immediately (without a default notice
                                            being required) due and payable (as a result of which all outstanding Loans including accrued
                                            interest and any other amounts due by the Borrower under the Finance Documents (including
                                            Break Funding Costs) are immediately due and payable), or






		(ii)	payable on first demand by the Bank
                                            (as a result of which all outstanding Loans including accrued interest and any other amounts
                                            due by the Borrower under the Finance Documents (including Break Funding Costs) will become
                                            payable on first demand by the Bank); and/or



 






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		(c)	require that guarantees are provided
                                            and/or Security Interests are created by the Borrower and/or its Affiliates for such amounts
                                            as indicated by the Bank in order to fully secure any and all liabilities under the Finance
                                            Documents, in which case such Persons must provide those guarantees and/or create those Security
                                            Interests immediately.



 


		13.	Payments
                                            and set-off



 


		13.1	Currency of account



 


		(a)	Each (re)payment in respect of Loans,
                                            Unpaid Sums, interest, costs, expenses or taxes shall be made in the currency in which such
                                            amounts are denominated or, if applicable, incurred.






		(b)	Any amount expressed to be payable in
                                            a specific currency shall be paid in that currency.



 


		13.2	Place of payment



 


All payments to the Bank under the Finance
Documents shall be made into the account specified by the Bank.


 


		13.3	No set-off



 


All payments made by the Borrower under
the Finance Documents must be made without set-off or counterclaim.


 


		13.4	Set-off by the Bank



 


The Bank is at all times entitled to
set off any debt receivable by it from the Borrower under or in connection with the Finance Documents, whether or not due and payable
and whether or not contingent (each a claim), against any debt owed by the Bank to the Borrower, whether or not due and payable (each
a debt), regardless of the currency in which the relevant claim and the relevant debt are denominated.


 


		13.5	Business Days



 


If a payment under a Finance Document
is due on a day which is not a Business Day or in the case of a Loan, an RFR Banking Day, the due date for that payment will instead
be the next Business Day in the same calendar month or in respect of a Loan, the next RFR Banking Day in the same calendar month or if
there is no such day in that calendar month the preceding Business Day or in the case of a Loan, the preceding RFR Banking Day.


 


		13.6	Priority of payments



 


If the funds provided by the Borrower
for the payment of amounts due under the Finance Documents are insufficient, the priority of payments shall be determined by the Bank
irrespective of the due date of the particular amounts or any instruction of the Borrower.


 


		14.	INCREASED
                                            COST



 


The Borrower shall, within three Business
Days of a written demand from the Bank, pay to the Bank the amount equal to any Increased Cost incurred by the Bank or any of its Affiliates
as a result of:


 


		(a)	the introduction of or any change in
                                            (or in the interpretation, administration or application of), any law or regulation (with
                                            or without having the force of law) made after the date of this Agreement;






		(b)	compliance with any law or regulation
                                            (with or without having the force of law) made after the date of this Agreement; or






		(c)	the implementation or application of
                                            or compliance with Basel III or any law or regulation that implements, applies or amends
                                            Basel III.



 


For this
Clause Basel III means:


 


		(a)	Directive 2013/36/EU of 26 June 2013
                                            on access to the activity of credit institutions and the prudential supervision of credit
                                            institutions and investment firms, amending Directive 2002/87/EC and repealing Directive
                                            2006/48/EC and 2006/49/EC (CRD IV);






		(b)	Regulation (EU) no. 575/2013 of 26 June 2013
                                            on prudential requirements for credit institutions and investment firms and amending regulation
                                            (EU) No. 648/2012 (CRR); and






		(c)	any and all other agreements, rules,
                                            guidance, regulations and/or standards published by the Basel Committee on Banking Supervision
                                            relating to “Basel III”.



 


		15.	Evidence
                                            and calculations



 


		15.1	Evidence



 


In the absence of manifest error:


 


		(a)	accounts maintained by the Bank will
                                            be conclusive evidence of the existence and the amount of the obligations of the Borrower
                                            under any Finance Document; and






		(b)	a determination by the Bank of a fee,
                                            an interest rate or amount under any Finance Document will be conclusive evidence.



 


		15.2	Calculations



 


Any interest or fee accruing under this
Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days.


 


		16.	Indemnity
                                            and gross up



 


		16.1	Indemnity



 


The Borrower must indemnify the Bank
promptly upon demand against any costs, loss or expenses (including notarial and legal fees) which the Bank incurs in connection with
(i) the occurrence of, or investigating any event or circumstances which the Bank reasonably believes to be a Default or an Event
of Default, (ii) the enforcement of the performance by the Borrower of its obligations, or the preservation of any rights, under
or in connection with the Finance Documents and (iii) the creation, execution, modification and termination of any Security Interest.


 






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		16.2	Currency indemnity



 


If any sum due from the Borrower under
the Finance Documents has to be converted into another currency, the Borrower shall as an independent obligation within 3 Business Days
of a written demand: (i) indemnify the Bank against any loss, cost or liability; and (ii) make such additional payment to the
Bank necessary to enable it to exchange the sum received against the exchange rate available to it at the time it is received, into the
sum and currency originally expressed to be due under the Finance Documents. The Borrower waives any right it may have in any jurisdiction
to pay any amount under the Finance Documents in a currency other than the currency in which it is expressed to be payable.


 


		16.3	Gross up



 


		(a)	The Borrower must make all payments to be
                                            made under the Finance Documents without any tax deduction, unless a tax deduction is required
                                            by law. If a tax deduction is required by law to be made by the Borrower or the Bank, the
                                            amount of the payment due from the Borrower will be increased to an amount which (after making
                                            the tax payment) leaves an amount equal to the payment which would have been due if no tax
                                            payment had been required.






		(b)	Without prejudice to paragraph (a), if the
                                            Bank is or will be subject to any liability or required to make any payment for or on account
                                            of tax on or in relation to a sum received or receivable (or any sum deemed for the purposes
                                            of tax to be received or receivable) under a Finance Document, the Borrower shall, within
                                            three Business Days of a written demand from the Bank, pay to the Bank an amount equal to
                                            the loss, liability or cost which the Bank determines will be or has been (directly or indirectly)
                                            suffered for or on account of tax by the Bank in respect of a Finance Document.






		(c)	Paragraph (b) does not apply to any
                                            tax assessed on the Bank if that tax is imposed on or calculated by reference to the net
                                            income received or receivable (but not any sum deemed to be received or receivable) by the
                                            Bank.



 


		16.4	Stamp duty



 


The Borrower shall pay and indemnify
the Bank against any cost, loss or liability that the Bank incurs in relation to all stamp duty, registration and other similar taxes
payable in respect of any Finance Document.


 


		16.5	Value added tax



 


All amounts payable under a Finance
Document to the Bank shall be deemed to be exclusive of any value added tax (VAT). If VAT is chargeable, the Borrower shall, pay to the
Bank (in addition to and at the same time as paying the original amount) an amount equal to the amount of the VAT. Where a Finance Document
requires the Borrower to reimburse or indemnify the Bank for any costs or expenses, the Borrower shall, at the same time reimburse and
indemnify the Bank against all VAT incurred by the Bank in respect of the costs or expenses save to the extent that the Bank is entitled
to repayment or credit in respect of such VAT.


 


		16.6	Break Funding Costs



 


If a Loan is repaid prior to the end
of its Interest Period, the Borrower must pay to the Bank the Break Funding Costs attributable to that Loan.


 


		17.	Changes
                                            to the documents and parties



 


		17.1	Amendments, waivers and consents



 


Any waiver,
amendment and consent in relation to or under the Finance Documents must be agreed upon in writing.


 


		17.2	Transfers by the Borrower



 


The Borrower may not assign or transfer
any of its rights or obligations under any Finance Document without the prior written consent of the Bank.


 


		17.3	Transfers by the Bank



 


		(a)	Subject to paragraph (b) and paragraph
                                            (c) below, the Bank may not freely assign or transfer any or all of its obligations
                                            under any Finance Document without prior written consent of the Borrower (which shall not
                                            be unreasonably withheld), and any such consent of the Borrower shall be deemed to have been
                                            given following 5 Business Days’ of request by the Bank.






		(b)	Without prejudice to the foregoing, the
                                            Borrower’s consent contemplated under paragraph (a) shall not be required:



 





		(i)	at a time when an Event of Default has
                                            occurred; or






		(ii)	in the case of assignment or transfer
                                            to an Affiliate of the Bank.






		(c)	At any time, the Bank may freely create
                                            a Security Interest over any or all of its rights and/or any or all of its obligations under
                                            any Finance Document






		(d)	To the extent necessary, the Borrower hereby
                                            unconditionally and irrevocably agrees in advance to cooperate with and in advance approves
                                            any assignment, transfer or the creation of any Security Interest in accordance with this
                                            Clause.



 


		18.	Notices



 


		18.1	Manner of giving notices



 


		(a)	Any communication in connection with
                                            a Finance Document must be in writing, or, if agreed or indicated by the Bank, electronically
                                            (including, but not limited to, e-mail), and must be duly signed and, unless stated otherwise,
                                            may be made by letter, sent by post or attached to an e-mail.






		(b)	The Bank may rely on the literal wording
                                            of any notice (purporting to be) from the Borrower and is not obliged to verify the contents
                                            thereof. Incompleteness or distortion of a notice is for the risk of the sender thereof.






		(c)	The Bank will not be liable for any
                                            loss and/or damage resulting from the use or electronic means of communication, including,
                                            but not limited to, loss or damage resulting from failure or delay in delivery, interception
                                            or manipulation by third parties or computer programs used for electronic communications
                                            and transmission of viruses.



 






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		18.2	Contact details



 


		(a)	Subject to the provisions of this Clause
                                            and unless expressly agreed otherwise in writing between the Bank and the Borrower, the contact
                                            details of each Party for all communications are those notified by that Party on or before
                                            the date it becomes a Party to this Agreement.






		(b)	The contact details of the Borrower
                                            are:



 


Rentokil
Initial plc, Compass House, Manor Royal, Crawley, West Sussex RH10 9PY


Attention:
Bente Salt and Treasury Front Office


Email:
bente.salt@rentokil-initial.com and treasury.front-office@rentokil-initial.com


		(c)	The contact details of the Bank are:



 


ING Bank
N.V., London Branch


8-10, Moorgate,
London, EC2R 6DA, United Kingdom


Attention:
Deal Execution (Operational matters) or Siobhan Walker (Commercial / Credit matters)


E-mail:
Deal Execution (DealExecutionLondon@ing.com) / Siobhan Walker (Siobhan.Walker@ing.com)


		(d)	A Party may change its contact details
                                            by giving 5 Business Days’ notice to the Bank (or in the case of the Bank, to the other
                                            Parties).






		(e)	Any communication or document to be
                                            made or delivered to the Bank will only be effective if and when actually received by the
                                            Bank.






		(f)	Where a Party nominates a particular
                                            department or officer to receive a communication, a communication will not be effective if
                                            it fails to specify that department or officer.



 


		19.	Rights of
                                            third parties



 


A person who is not a party to this
Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.


 


		20.	DISCLOSURE
                                            OF CONFIDENTIAL INFORMATIon



 


The Borrower irrevocably consents to
the disclosure by the Bank, to the extent allowed by applicable law, of any (confidential) information, including personal data, regarding
the Borrower and the Finance Documents, including information which is, if applicable, subject to bank secrecy rules, to:


 


		(a)	the Bank’s Affiliates, professional
                                            advisers, auditors, Representatives and service providers;






		(b)	any Person with (or through) whom it
                                            enters into (or may potentially enter into), whether directly or indirectly any transaction
                                            under which payments are to be made or may be made by reference to one or more Finance Documents
                                            and/or the Borrower;






		(c)	any Person to whom the Bank (intends
                                            to) assign(s), transfer(s) or create(s) a Security Interest over all or a part
                                            of its rights or obligations under the Finance Documents, and to any of that entity’s
                                            Affiliates and other entities, including professional advisers, to the extent necessary or
                                            desired to conclude and perform such assignment, transfer or Security Interest; and






		(d)	any Person to whom information is required
                                            or requested to be disclosed by any court of competent jurisdiction or any governmental,
                                            banking, taxation or other regulatory authority, the rules of any stock exchange or
                                            pursuant to any applicable law or regulation.



 


		21.	Contractual
                                            recognition of bail-in



 


Notwithstanding any other term of any
Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any
liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant
Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


		(a)	any Bail-In Action in relation
to any such liability, including (without limitation):



 





		(i)	a reduction, in full or in part, in
                                            the principal amount, or outstanding amount due (including any accrued but unpaid interest)
                                            in respect of any such liability;






		(ii)	a conversion of all, or part of, any
                                            such liability into shares or other instruments of ownership that may be issued to, or conferred
                                            on, it; and






		(iii)	a cancellation of any such liability;
and






		(b)	a variation of any term of any Finance Document
                                            to the extent necessary to give effect to any Bail-In Action in relation to any such liability.



 


		22.	LENDING
                                            AFFILIATES



 


		22.1	Appointment of Lending Affiliates



 


		(a)	Subject to this Clause 22.1, an
entity shall become a Party as a Lending Affiliate of the Bank on the relevant Appointment Date if:



 


		(i)	that entity is an Affiliate of
the Bank; and



		(ii)	the Bank and that Affiliate execute
and complete a Lending Affiliate Appointment Notice in relation to thatAffiliate.






		(b)	The Bank shall, as soon as reasonably
                                            practicable after execution of a duly completed Lending Affiliate Appointment Notice, notify
                                            the Borrower of the appointment of that Lending Affiliate






		(c)	If a proposed appointment of an Affiliate
                                            of the Bank as a Lending Affiliate obliges that Affiliate to comply with "know your
                                            customer" or similar identification procedures in circumstances where the necessary
                                            information is not already available to it, the Borrower shall promptly upon the request
                                            of the Bank supply, or procure the supply of, such documentation and other evidence as is
                                            reasonably requested by the Bank (on behalf of that Affiliate) in order for that Affiliate
                                            to carry out and be satisfied that it has complied with all necessary "know your customer"
                                            or other similar checks under all applicable laws and regulations pursuant to the transactions
                                            contemplated in the Finance Documents.



 






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		22.2	Lending Affiliates as Bank



 


		(a)	Subject to this Clause 22, any reference
                                            in a Finance Document to the Bank shall be construed to include a Lending Affiliate.






		(b)	The
Bank and each of its Lending Affiliates shall be treated as a single Bank for the purposes of:



 





	 	(i)	determining the Available Limit; and
	 	(ii)	Clause 7.1 Mandatory prepayment – Illegality, Change of Control and
                                            Clause 7.2 Voluntary prepayment.



 


		22.3	Nomination of Lending Affiliate
                                            Utilisations



 


		(a)	The Bank may, by delivery to the Borrower
                                            of a duly completed Lending Affiliate Utilisation Notice, nominate any of its Lending Affiliates
                                            to participate in any Loan specified in that Lending Affiliate Utilisation Notice.






		(b)	A Loan may only be specified by
sub-clause (a) above by reference to any of:



 


		(i)	the Borrower(s) of that Loan
or those Loans;



		(ii)	the jurisdiction of incorporation
of the Borrower(s) of that Loan or Loans;



		(iii)	the currency of that Loan or those
Loans; or



		(iv)	in the case of the specification
of an individual Loan, the proposed date of that Loan.






		(c)	Clause 17.3 Transfers by the Bank
                                            shall not apply to any nomination of a Lending Affiliate Utilisation or to the effects
                                            of that nomination pursuant to this Clause 22.3.



 


		22.4	Participation by Lending Affiliate



 


		(a)	If the Bank nominates any of its Lending
                                            Affiliates to participate in any Loan pursuant to Clause 22.3 Nomination of Lending Affiliate
                                            Utilisations the Bank will be released from its obligations under the Finance Documents
                                            which relate to those Loans and that Lending Affiliate will be bound by obligations equivalent
                                            to those obligations.






		(b)	The Bank shall not be responsible for, or
                                            liable for any damages, costs or losses to any person arising as a result of, the non-performance
                                            by any Lending Affiliate of that Lending Affiliate's obligations under the Finance Documents.



 


		22.5	Payments



 


	 	Any obligation under any Finance Document to pay an amount to the Bank in relation to
                                            a Lending Affiliate Utilisation shall be construed as an obligation to pay that amount to
                                            the Lending Affiliate nominated by the Bank to participate in that Lending Affiliate Utilisation.



 


		22.6	Limits



 


		(a)	Without prejudice to Clause 22.4 Participation
                                            by Lending Affiliate, a Lending Affiliate has no Limit and any portion of the Limit which
                                            relates to any Lending Affiliate Utilisation of the Lending Affiliate remains part of the
                                            Limit of the Bank.






		(b)	Any term of this Agreement which acts to
                                            cancel or reduce the Limit on the repayment or prepayment of a Loan shall, in the case of
                                            the repayment or prepayment of a Lending Affiliate Utilisation of a Lending Affiliate, operate
                                            to cancel or reduce the corresponding portion of the Limit of the Bank.



 


		22.7	Effects on assignments and transfers



 


		(a)	Any assignment or transfer by the Bank pursuant
                                            to Clause 17.3 Transfers by the Bank of its rights and/or obligations under the Finance
                                            Documents which relate to that portion of the Limit which relates to a Lending Affiliate
                                            Utilisation shall be construed to include an assignment or transfer, as the case may be,
                                            by it, on behalf of its Lending Affiliate nominated to participate in that Lending Affiliate
                                            Utilisation, of that Lending Affiliate's rights and/or obligations under the Finance Documents
                                            which relate to that Lending Affiliate Utilisation.






		(b)	Subject to sub-clause (c) below,
                                            the rights and/or obligations of a Lending Affiliate under the Finance Documents may not
                                            be assigned or transferred other than pursuant to an assignment or transfer by the Bank described
                                            in sub-clause (a) above.






		(c)	A Lending Affiliate (the Existing
                                            Lending Affiliate) may, subject to Clause 17.3 Transfers by the Bank, assign any
                                            of its rights under any Finance Document which relate to an outstanding Lending Affiliate
                                            Utilisation to another Lending Affiliate of the Bank (the Alternative Lending Affiliate)
                                            or to the Bank.



 


		22.8	Communications



 


Each Lending Affiliate shall
be represented by the Bank for all administrative purposes under the Finance Documents and each Lending Affiliate shall deal with the
Borrower exclusively through the Bank.

Communications


 


		22.9	Other
adjustments



 


Any obligation under this Agreement for a Lending Affiliate to transfer its rights and
                                            obligations under this Agreement shall be construed as an obligation for the Bank to transfer
                                            its rights and obligations under this Agreement which relate to that portion of the Limit
                                            which relates to any Lending Affiliate Utilisation of that Lending Affiliate.


 


		22.10	Resignation of Lending Affiliate



 


		(a)	If no Lending Affiliate Utilisation in respect
                                            of which a Lending Affiliate (a Resigning Lending Affiliate) has rights or obligations
                                            under this Agreement is outstanding, that Lending Affiliate and the Bank may execute a Lending
                                            Affiliate Resignation Notice.






		(b)	The Bank shall as soon as reasonably
                                            practicable after execution of a duly completed Lending Affiliate Resignation Notice notify
                                            the Borrower of the resignation of that Resigning Lending Affiliate.






		(c)	Upon notification by the Bank
to the Borrower of the resignation of that Resigning Lending Affiliate:



 


		(i)	that Resigning Lending Affiliate
shall cease to be a Lending Affiliate and shall have no further rights or obligations under the Finance Documents as a Lending Affiliate;
and



		(ii)	any nomination of that Lending
Affiliate to participate in any Loan shall be cancelled.



 






    12/19


    


    

 


		(d)	A
Lending Affiliate shall, and the Bank shall procure that such Lending Affiliate will, resign pursuant to this Clause 22.10 if:

                                                                                                                                                                    







		(i)	that Lending Affiliate ceases
to be an Affiliate of the Bank; or






		(ii)	the Bank ceases to be a lender
under this Agreement.



 


		23.	Miscellaneous



 


		(a)	No failure or delay by the Bank in exercising
                                            any right or remedy under the Finance Documents shall operate as a waiver thereof, no single
                                            or partial exercise of any such right or remedy shall prevent any other or further exercise
                                            thereof or the exercise of any other right or remedy, and the rights and remedies provided
                                            in the Finance Documents are cumulative and not exclusive of any rights or remedies provided
                                            by law.






		(b)	If, at any time, any provision of the
                                            Finance Documents is or becomes illegal, invalid or unenforceable, it shall not affect or
                                            impair the legality, validity or enforceability of any other provisions of the Finance Documents.






		(c)	The Agreement may be executed in any
                                            number of counterparts, and this has the same effect as if the signatures on the counterparts
                                            were on a single copy of this Agreement.



 


		24.	Governing
                                            law and jurisdiction



 


		(a)	This Agreement and any non-contractual
                                            obligations arising out of or in connection with it (including any dispute relating to the
                                            existence, validity or termination of this Agreement or any non-contractual obligation arising
                                            out of or in connection with this Agreement) are governed by the laws of England.






		(b)	The courts of England, in first instance,
                                            have jurisdiction to settle any dispute in connection with this Agreement. This submission
                                            shall not limit the rights of the Bank to take proceedings in any other court which may exercise
                                            jurisdiction over the Borrower or any of its assets.



 






    13/19


    


    

 


Schedule
1


Conditions
Precedent


To
be delivered before the first Utilisation


 


		1)	Certified copies of the current constitutional
                                            documents of the Borrower.






		2)	A certified copy of the resolutions of a
                                            duly authorised committee of the Borrower approving the terms of this Agreement to which
                                            the Borrower is party and authorising specified persons to execute on behalf of the Borrower
                                            those documents and any other documents that it is necessary or desirable for the Borrower
                                            to enter into in connection with the Facility or the other Finance Documents.






		3)	A specimen of the signature of each person
                                            authorised by the resolutions referred to in paragraph 2 above.






		4)	A certificate of the Borrower (signed by
                                            a director) confirming that borrowing up to the Facility Limit would not cause any borrowing
                                            limit binding on the Company to be exceeded.






		5)	A certificate of an authorised signatory
                                            of the Company certifying that each copy document relating to the Company specified in this
                                            Schedule 1 (Conditions Precedent) is correct, complete and in full force and effect and has
                                            not been amended or superseded at a date no earlier than the date of this agreement.






		6)	All information that the Bank needs to fulfil
                                            its know your customer requirements and comply with applicable anti money-laundering legislation.






		7)	Proof that fees which are due have been paid



 






    14/19


    


    

 


Schedule
2


Utilisation
Request


 


	To:	ING Bank N.V., London Branch
	From:	Rentokil Initial Plc
	Date:	[DATE]



 


Rentokil Initial
Plc - £120,000,000 Revolving Credit Agreement dated May 2022 (the “Agreement”)


 


		1.	We refer to the Agreement. This is a
                                            Utilisation Request. Capitalised terms used herein have the meaning given to those terms
                                            in the Agreement unless defined otherwise herein.






		2.	We wish to borrow a Loan/Rollover Loan
                                            on the following terms:



 





		(a)	Utilisation
                                            Date: [●];






		(b)	Amount
                                            and currency: GBP [●];






		(c)	Interest
                                            Period: [●]
                                            months.






		3.	The
                                            bank account to which the Loan should be paid is: bank account [●]
                                            in the name of [●]
                                            held at [●].






		4.	We confirm that each condition precedent
                                            under Clause 4.1 Conditions precedent of the Agreement which must be satisfied on
                                            the date of this Utilisation Request is so satisfied and that there are no circumstances
                                            as described in Clause 4.3 Utilisation of the Agreement on the basis of which the
                                            Bank would not be obliged to extend the Loan.






		5.	This Utilisation Request is irrevocable.



 


	 	 
	Rentokil Initial Plc	 
	By: [●]	 
	Title: [●]	 




 






    15/19


    


    

 


Schedule
3


rate
terms: Sterling


 


	Currency:	GBP.

     

	Central
    Bank Rate	The Bank of England's Bank Rate
    as published by the Bank of England from time to time.

     

	Central Bank Rate Adjustment:

     

      

    

     
	means,
in relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent trimmed arithmetic mean
(determined by the Bank) of the Central Bank Rate Spread for the five most immediately preceding RFR Banking Days for which the Daily
Rate is available.

                                                                                                                          

	Central
    Bank Rate Spread:	means, in relation to any RFR Banking Day, the
difference (expressed as a percentage rate per annum) determined by the Bank of:

                                                                                                                                            


(a) the Daily Rate for that RFR Banking Day;
and


(b) the Central Bank Rate prevailing at close of business on that
RFR Banking Day.

 


	Daily
    Rate:	The "Daily Rate"
    for any RFR Banking Day is:

                                                                                                                                            

    (a)           the
    RFR for that RFR Banking Day; or

    (b)           if
    the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:

     

    (i)             the
    Central Bank Rate for that RFR Banking Day; and

    (ii)            the
    applicable Central Bank Rate Adjustment; or

    (c)            if
    paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum
    which is the aggregate of:

     

    (i)             the
    most recent Central Bank Rate for a day which is no more than 5 RFR Banking Days before that RFR Banking Day; and

    (ii)            the
    applicable Central Bank Rate Adjustment, rounded, in either case, to four decimal places and if, in either case, that rate is less
    than zero, the Daily Rate shall be deemed to be zero.

     

	Lookback
    Period:	Five RFR Banking Days.

     

	Relevant
    Market:	The
    sterling wholesale market.

     

	Reporting
    Day:	The
    day which is the Lookback Period prior to the last day of the Interest Period or, if that day is not a Business Day, the immediately
    following Business Day.

     

	RFR:	The SONIA (sterling overnight index
    average) reference rate displayed on the relevant screen of any authorised distributor of that reference rate.

     

	RFR
    Banking Day:	A
    day (other than a Saturday or Sunday) on which banks are open for general business in London.

     



 






    16/19


    


    

 


Schedule
4


DAILY
NON-CUMULATIVE COMPoUNDED RFR RATE


 


The "Daily Non-Cumulative
Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for a Loan is the percentage rate
per annum (without rounding, to the extent reasonably practicable for the Bank performing the calculation, taking into account the capabilities
of any software used for that purpose calculated as set out below:


 





 


where:


 


"UCCDRi"
means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";


 


"UCCDRi-1"
means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately
preceding RFR Banking Day (if any) during that Interest Period;


 


"dcc" means
in respect of a Loan in GBP, 365, or, in any case where market practice in the Relevant Market is to use a different number for quoting
the number of days in a year, that number;


 


"ni"
means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following
RFR Banking Day; and


the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the
 "Cumulated RFR Banking Day") during that Interest Period is the result of the below calculation (without rounding,
to the extent reasonably practicable for the Bank performing the calculation, taking into account the capabilities of any software
used for that purpose) calculated as set out below:


 





 


where:


 


"ACCDR"
means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;


 


"tni"
means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day
which immediately follows the last day of the Cumulation Period;


 


"Cumulation
Period" means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated
RFR Banking Day;


 


"dcc"
has the meaning given to that term above; and


the "Annualised Cumulative Compounded Daily Rate" for that Cumulated
RFR Banking Day is the percentage rate per annum (rounded to four decimal places) calculated as set out below:


 





 


where:


 


"d0"
means the number of RFR Banking Days in the Cumulation Period;


 


"Cumulation Period"
has the meaning given to that term above;


 


"i" means a
series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation
Period;


 


"DailyRatei-LP"
means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable
Lookback Period prior to that RFR Banking Day "i";


 


"ni"
means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR
Banking Day "i" up to, but excluding, the following RFR Banking Day;


 


"dcc"
has the meaning given to that term above; and


 


"tni"
has the meaning given to that term above.


 






    17/19


    


    

 


Schedule
5


CUMULATIVE
COMPOUNDED RFR RATE


 


The "Cumulative Compounded RFR
Rate" for any Interest Period for a Loan is the percentage rate per annum (rounded to the same number of decimal places as is
specified in the definition of "Annualised Cumulative Compounded Daily Rate" in Schedule Daily Non-Cumulative Compounded
RFR Rate) calculated as set out below:


 





 


where:


 


"d0" means
the number of RFR Banking Days during the Interest Period;


 


"i" means a series
of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest
Period;


 


"DailyRatei-LP"
means for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable
Lookback Period prior to that RFR Banking Day "i";


 


"ni" means,
for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i"
up to, but excluding, the following RFR Banking Day;


 


"dcc" means in respect
of a Loan in GBP, 365, or, in any case where market practice in the Relevant Market is to use a different number for quoting the number
of days in a year, that number;


 


"d" means the number
of calendar days during that Interest Period.


 






    18/19


    


    

 


SIGNATORIES


 


	Rentokil Initial Plc	 	 
	 	 	 
	 	 	 
	By:	 	 
	Title:	 	 




 


	ING Bank N.V.,
London Branch	 	 
	 	 	 
	 	 	 
	By:	 	By:
	Title:	 	Title:



 






    19/19