Exhibit 10.8


 


EXECUTION VERSION


 


Amended and Restated


Dealer Agreement


 


between


 


RENTOKIL INITIAL PLC 


as Issuer


 


HSBC BANK PLC 


as Arranger


 


and


 


BANK OF AMERICA EUROPE DAC


BARCLAYS BANK PLC


BAYERISCHE LANDESBANK 


BNP PARIBAS


HSBC BANK PLC


ING BANK N.V. 


STANDARD CHARTERED BANK 


as Programme Dealers


 


relating to a


 


£1,000,000,000 


Euro-Commercial Paper Programme


 





	Simmons
    & Simmons LLP	 	
	Citypoint, 1 Ropemaker
    Street	 
	London, EC2Y 9SS	T +44 207 628 2020
	United Kingdom	F +44 207 628 2070


 






     


     


    

 


CONTENTS


 


	1.	Interpretation	2
	2.	Issue	5
	3.	Representations and warranties	8
	4.	Conditions precedent	12
	5.	Covenants and agreements	12
	6.	Obligations of the Dealers	17
	7.	Termination and appointment	17
	8.	Calculation Agent	18
	9.	Status of the Dealers and the Arranger	18
	10.	Notices	18
	11.	Partial invalidity	19
	12.	Remedies and waivers	19
	13.	Recognition of the U.S. Special Resolution Regimes	20
	14.	Contractual recognition of EU Bail-in Powers	20
	15.	Counterparts	21
	16.	Rights of third parties	21
	17.	Governing law	21
	18.	Jurisdiction	21




 


	Schedule 1 : Condition Precedent Documents	22
	 	 
	Schedule 2 : Selling Restrictions	23
	 	 
	Schedule 3 : Notification Letter for an Increase in
  the Maximum Amount	25
	 	 
	Schedule 4 : Dealer Accession Letter	26
	 	 
	Schedule 5 : Form of Calculation Agency Agreement	28




 






    i


     


    

 


THIS AGREEMENT is dated
11 October 2021 and made


 


BETWEEN:


 


		(1)	RENTOKIL
                                            INITIAL PLC, (the “Issuer”), registered in England and Wales as
                                            company number 05393279 and having its registered office at Compass House, Manor Royal, Crawley,
                                            West Sussex, RH10 9PY, United Kingdom; and



 


		(2)	HSBC
                                            BANK PLC, (the “Arranger”); and



 


		(3)	BANK
                                            OF AMERICA EUROPE DAC, BARCLAYS BANK PLC, BAYERISCHE LANDESBANK,
                                            BNP PARIBAS, HSBC BANK PLC, ING BANK N.V. and STANDARD
                                            CHARTERED BANK (the “Programme Dealers”).



 


WHEREAS:


 


		(A)	The
                                            Issuer, HSBC Bank plc and Barclays Bank PLC entered into a dealer agreement on 27 March 2020
                                            (the “Original Dealer Agreement”) in respect of a £1,000,000,000
                                            Euro-Commercial Paper Programme.



 


		(B)	The
                                            parties hereto have agreed to make certain modifications to the Original Dealer Agreement,
                                            including adding Bank of America Europe DAC, Bayerische Landesbank, BNP Paribas, ING Bank
                                            N.V. and Standard Chartered Bank as Programme Dealers, as set forth in this amended and restated
                                            Dealer Agreement (the “Agreement”).



 


BACKGROUND:


 


		1.	Interpretation



 


		1.1	Definitions
                                            



 


In this
Agreement:


 


“Additional
Dealer” means any institution appointed as a Dealer in accordance with Clause 7.2.


 


“Agency
Agreement” means the issue and paying agency agreement, dated on or about the date of this Agreement, between the Issuer and
the Agent, providing for the issuance of and payment on the Notes.


 


“Agent”
means HSBC Bank plc acting as issue and paying agent for the Notes and any successor or additional agent appointed in accordance with
the Agency Agreement.


 


“Australian
Dollars” and “AUD” denote the lawful currency of Australia; and “Australian Dollar Note”
means a Note denominated in Australian Dollars.


 


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


 


“Canadian
Dollars” and “CAD” denote the lawful currency of Canada; and “Canadian Dollar Note” means
a Note denominated in Canadian Dollars.


 


“Clearing
System” means Clearstream Banking S.A. (“Clearstream, Luxembourg”), Euroclear Bank SA/NV (“Euroclear”)
or any other clearing system from time to time agreed between the Dealers and the Issuer.


 






    2 


     


    

 


“Covered Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).


 


“Covered
Entity” means any of the following:


 


		(A)	a
                                            “covered entity” as that term is defined in, and interpreted in accordance with,
                                            12 C.F.R. §252.82(b);



 


		(B)	a
                                            “covered bank” as that term is defined in, and interpreted in accordance with,
                                            12 C.F.R. §47.3(b); or



 


		(C)	a
                                            “covered FSI” as that term is defined in, and interpreted in accordance with,
                                            12 C.F.R. §382.2(b).



 


“Dealer”
means a Programme Dealer (including HSBC Bank plc in its capacity as Arranger) or an Additional Dealer but excluding any institution
whose appointment as a dealer has been terminated under Clause 7.1 provided that where any such institution has been appointed as Dealer
in relation to a particular issue of Notes or period of time, the expression “Dealer” or “Dealers”
shall only mean or include such institution in relation to such Notes or that time period.


 


“Deed
of Covenant” means the Deed of Covenant, dated on or about the date of this Agreement, executed by the Issuer in respect of
Global Notes issued under the Agency Agreement.


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81,
47.2 or 382.1, as applicable.


 


“Definitive
Note” means a Note, security printed or otherwise, issued by the Issuer.


 


“Disclosure
Documents” means, at any particular date:


 


		(A)	the
                                            Information Memorandum; and



 


		(B)	any
                                            other document delivered or notified pursuant to clause 5.2 by the Issuer to a Dealer which
                                            the Issuer has expressly authorised in writing to be distributed to actual or potential purchasers
                                            of Notes.



 


“Dollars”
and “U.S.$” denote the lawful currency of the United States of America; and “Dollar Note” means
a Note denominated in Dollars.


 


“euro”
and “€” denote the lawful currency introduced at the start of the third stage of European Economic and Monetary
union pursuant to the Treaty on the Functioning of the European Union, as amended from time to time; and “euro Note”
means a Note denominated in euro.


 


“FSMA”
means the Financial Services and Markets Act 2000.


 


“Global
Note” means a Note in global form, representing an issue of commercial paper.


 


“Group”
means the Issuer and its Subsidiaries.


 


“Hong
Kong Dollars” and “HKD” denote the lawful currency of Hong Kong; and “Hong Kong Dollar Note”
means a Note denominated in Hong Kong Dollars.


 






    3 


     


    

 


“Information Memorandum”
means the most recently published information memorandum containing information about the Issuer and the Notes (including information
incorporated therein by reference), as prepared by or on behalf of the Issuer for use by the Dealers in connection with the transactions
contemplated by this Agreement.


 


“Maximum
Amount” means £1,000,000,000 or such other amount as may apply in accordance with Clause 2.7.


 


“New
Zealand Dollars” and “NZD” denote the lawful currency of New Zealand; and “New Zealand Dollar Note”
means a Note denominated in New Zealand Dollars.


 


“Note”
means a Definitive Note or a Global Note issued under the Agency Agreement to a Dealer.


 


“Note
Transaction” means the issue by the Issuer and the subscription by a Dealer of Note(s) in accordance with Clause 2.


 


“Programme”
means the euro-commercial paper programme of the Issuer established by the Programme Agreements.


 


“Programme
Agreement” means this Agreement, any agreement for a Note Transaction, the Deed of Covenant or the Agency Agreement.


 


“Ratings
Agency” means S&P Global Ratings UK Limited (“S&P”) or any other statistical ratings organisation
which rates the Issuer’s debt securities.


 


“Relevant
Party” means in respect of each Dealer, each of its affiliates and each person who controls them (within the meaning of section
15 of the Securities Act or section 20 of the United States Securities Exchange Act of 1934, as amended), together with each of its directors,
officers, employees and agents.


 


“Renminbi”
and “CNY” denote the lawful currency of the People’s Republic of China; and “Renminbi Note”
means a Note denominated in Renminbi.


 


“Sanctions”
means any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. State Department,
the United Nations, the United Kingdom, the European Union or Her Majesty’s Treasury.


 


“Sterling”
and “£” denote the lawful currency of the United Kingdom; and “Sterling Note” means a Note
denominated in Sterling.


 


“Sterling
Equivalent” means on any day:


 


		(A)	in
                                            relation to any Sterling Note, the nominal amount of such Note; and



 


		(B)	in
                                            relation to any Note denominated or to be denominated in any other currency, the amount in
                                            Sterling which would be required to purchase the nominal amount of such Note as expressed
                                            in such other currency at the spot rate of exchange for the purchase of such other currency
                                            with Sterling, as quoted by the Agent at or about 11.00 a.m. (London time) on such day.



 


“Subsidiary”
means any company which is for the time being a subsidiary (within the meaning of Section 1159 of the Companies Act 2006) or a subsidiary
undertaking (within the meaning of Section 1162 of the Companies Act 2006).


 






    4 


     


    

 


“U.S.
Special Resolution Regime” means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 


“Yen”
and “¥” denote the lawful currency of Japan; and “Yen Note” means a Note denominated in Japanese
Yen.


 


		1.2	Construction
                                            



 


		(A)	In
                                            this Agreement, unless the contrary intention appears, a reference to:



 


		(1)	a
                                            provision of a law is a reference to that provision as amended, extended, applied or re-enacted
                                            and includes any subordinate legislation;



 


		(2)	a
                                            Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;



 


		(3)	a
                                            “person” includes any individual, company, corporation, unincorporated
                                            association or body (including a partnership, trust, joint venture or consortium), government,
                                            state, agency, organisation or any other entity whether or not having separate legal personality,
                                            and references to any person shall include its successors in title, permitted assigns and
                                            permitted transferees;



 


		(4)	“assets”
                                            includes present and future properties, revenues and rights of every description;



 


		(5)	an
                                            “authorisation” includes any authorisation, consent, approval, resolution,
                                            licence, exemption, filing, notarisation or registration;



 


		(6)	a
                                            “regulation” includes any regulation, rule, official directive, request
                                            or guideline (whether or not having the force of law) of any governmental, inter-governmental
                                            or supranational body, agency, department or authority; and



 


		(7)	any
                                            “Programme Agreement” or other document is a reference to that Programme
                                            Agreement or other document as amended, novated, restated, superseded or supplemented.



 


		(B)	The
                                            index to and the headings in this Agreement are for convenience only and are to be ignored
                                            in construing this Agreement.



 


		2.	Issue



 


		2.1	Appointment
                                            of Dealers 



 


The
Issuer hereby appoints the Dealers with respect to the issue of Notes under this Agreement.


 


		2.2	The
                                            Uncommitted Programme 



 


		(A)	The
                                            Issuer shall not be under any obligation to issue any Notes, and a Dealer shall not be under
                                            any obligation to subscribe for or procure the subscription for any Notes, until such time
                                            as an agreement for a Note Transaction has been reached between the Issuer and that Dealer.



 


		(B)	Each
                                            of the Issuer and the Dealers agree that solely by virtue of appointment as Arranger or Dealer,
                                            as applicable, on this Programme, neither the Arranger nor the Dealers nor any of their respective
                                            affiliates will be a manufacturer for the purpose of EU Delegated Directive 2017/593 and/or
                                            the FCA Handbook Product Intervention and Product Governance Sourcebook.



 






    5 


     


    

 


		2.3	Issue
                                            of Notes 



 


		(A)	Subject
                                            to the terms of this Agreement, the Issuer may issue Notes to any of the Dealers from time
                                            to time at such prices and upon such terms as the Issuer and the relevant Dealer may agree.
                                            The Issuer acknowledges that the Dealers may resell Notes subscribed for by such Dealers.



 


		(B)	Each
                                            issue of Notes having the same Issue Date, Maturity Date, currency and yield and redemption
                                            basis will be represented by one or more Global Notes or by Definitive Notes having the aggregate
                                            principal amount of such issue as may be agreed between the Issuer and the relevant Dealer.



 


		(C)	The
                                            tenor of each Note shall not be less than one day nor greater than 364 days, with that tenor
                                            being calculated from (and including) the issue date to (but excluding) the maturity date
                                            of that Note.



 


		(D)	Global
                                            Notes and Definitive Notes (if any) shall be issued in the following denominations (or integral
                                            multiples thereof):



 


		(1)	for
                                            Australian Dollar Notes, AUD 1,000,000;



 


		(2)	for
                                            Canadian Dollar Notes, CAD 500,000;



 


		(3)	for
                                            euro Notes, €500,000;



 


		(4)	for
                                            Hong Kong Dollar Notes, HKD 2,000,000;



 


		(5)	for
                                            New Zealand Dollar Notes, NZD 1,000,000;



 


		(6)	for
                                            Renminbi Notes, CNY1,000,000;



 


		(7)	for
                                            Sterling Notes, £100,000;



 


		(8)	for
                                            Swiss Franc Notes, CHF500,000;



 


		(9)	for
                                            U.S. Dollar Notes, U.S.$500,000; or



 


		(10)	for
                                            Yen Notes, Yen 100,000,000,



 


or such
other conventionally accepted denominations in those currencies or such other currency as may be agreed between the Issuer and the relevant
Dealer from time to time, subject in each case to compliance with all applicable legal and regulatory requirements and provided that
the equivalent of that denomination in Sterling as at the Issue Date is not less than £100,000.


 


		(E)	The
                                            aggregate amount of Notes outstanding at any time will not exceed the Maximum Amount. For
                                            the purposes of calculating the Maximum Amount of Notes issued under this Agreement, the
                                            principal amount of any outstanding Note denominated in any currency other than Sterling
                                            shall be taken as the Sterling Equivalent of such principal amount as at the Issue Date of
                                            the Notes then to be issued.



 


 






    6 


     


    

 





		2.4	Agreements
                                            for Note Transactions 



 


If the
Issuer and any Dealer shall agree on the terms of the subscription for any Note by that Dealer (including agreement with respect to the
issue date, aggregate principal or nominal amount, denomination, currency, price, redemption basis, maturity date and discount or interest
basis), then:


 


		(A)	the
                                            Issuer shall instruct the Agent to issue that Note and deliver it in accordance with the
                                            terms of the Agency Agreement;



 


		(B)	the
                                            relevant Dealer shall pay the subscription price of such Note on the issue date:



 


		(1)	in
                                            the case of a euro Note, by transfer of same-day funds settled through the Trans-European
                                            Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (or any successor
                                            thereto) to such euro account as the Agent shall from time to time have specified for this
                                            purpose; or



 


		(2)	in
                                            the case of a Sterling Note, by transfer of same-day funds to the Sterling account in London
                                            as the Agent shall from time to time have specified for this purpose; or



 


		(3)	in
                                            the case of a Dollar Note, by transfer of funds settled through the New York Clearing House
                                            Interbank Payments System (or such other same-day value funds as at the time shall be customary
                                            for the settlement in New York City of international banking transactions denominated in
                                            Dollars) to the account in New York denominated in Dollars as the Agent shall from time to
                                            time have specified for this purpose; or



 


		(4)	in
                                            all other cases, by transfer of freely transferable same-day funds in the relevant currency
                                            to the account of the Agent at such bank in the applicable jurisdiction for such currency
                                            as the Agent may from time to time have specified for this purpose; and



 


		(C)	the
                                            relevant Dealer shall notify the Agent and the Issuer of the payment and delivery instructions
                                            applicable to such Note in accordance with prevailing market practice and in sufficient time
                                            to enable the Agent to deliver such Note(s) (or make the same available for collection) on
                                            the relevant issue date.



 


		2.5	Failure
                                            to issue 



 


If,
for any reason (including, without limitation, the failure of the relevant trade), a Note is not to be issued in accordance with a Note
Transaction, the Issuer and the relevant Dealer shall immediately notify the Agent of that fact.


 


		2.6	Optional
                                            currencies 



 


		(A)	Any
                                            agreement for a Note Transaction for a Note denominated in a currency other than Sterling,
                                            Dollars, euro, AUD, CAD, CHF, HKD, NZD, Renminbi or Yen shall be conditional upon:



 


		(1)	it
                                            being lawful and in compliance with all requirements of any relevant central bank and any
                                            other relevant fiscal, monetary, regulatory or other authority from time to time, for deposits
                                            to be made in such currency and for such Note to be issued, offered for sale, sold and delivered
                                            as contemplated by such Note Transaction;



 






    7 


     


    

 


		(2)	such
                                            other currency being freely transferable and freely convertible into Sterling;



 


		(3)	the
                                            consent of the Agent to that currency having been given; and



 


		(4)	any
                                            appropriate amendments which the relevant Dealer and/or the Issuer shall require having been
                                            made to this Agreement and any appropriate amendments which the Issuer and/or the Agent shall
                                            require having been made to the Agency Agreement.



 


		2.7	Increase
                                            in Maximum Amount 



 


The
Issuer may from time to time increase the Maximum Amount by:


 


		(A)	giving
                                            at least 10 days’ notice by letter in substantially the form of Schedule 3 to each
                                            Dealer and to the Agent; and



 


		(B)	delivering
                                            to each Dealer with that letter the documents referred to in that letter, in each case in
                                            form and substance acceptable to each Dealer.



 


		2.8	Global
                                            Notes and Definitive Notes 



 


		(A)	Each
                                            Note issued will be represented initially by one or more Global Notes.



 


		(B)	Global
                                            Notes will be exchangeable, in accordance with their terms, for Definitive Notes only upon
                                            default by the Issuer in the payment of any amount payable in respect of the Notes represented
                                            by such Global Notes or if one or both of Euroclear and Clearstream, Luxembourg or any other
                                            relevant Clearing System in which the relevant Global Note is held is closed for business
                                            for a continuous period of 14 days or more (other than by reason of weekends or public holidays,
                                            statutory or otherwise) or if any such Clearing System announces an intention to, or does
                                            in fact, permanently cease to do business.



 


3.           Representations
and warranties


 


The Issuer makes the representations
and warranties in this Clause 3 to each Dealer.


 


		3.1	Status
                                            



 


The
Issuer is a limited liability company duly incorporated and validly existing under the laws of its jurisdiction of incorporation and
has the power to own its assets and carry on its business as it is being conducted.


 


		3.2	Powers
                                            and authority 



 


The
Issuer has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance
and delivery of, the Notes and the Programme Agreements and the transactions contemplated by those Notes and Programme Agreements.


 


		3.3	Binding
                                            obligations 



 


The
obligations expressed to be assumed by the Issuer in each of the Programme Agreements and (when the Notes have been issued and delivered
under the Agency Agreement and have been paid for) the Notes are, subject to any general principles of law limiting its obligations
which are specifically referred to in any legal opinion delivered under Schedule 1, legal, valid, binding and enforceable obligations.


 






    8 


     


    

 


		3.4	Authorisations
                                            



 


All
authorisations required by the Issuer:


 


		(A)	to
                                            enable it lawfully to enter into, exercise its rights and comply with its obligations under,
                                            the Notes and Programme Agreements; and



 


		(B)	to
                                            make the Programme Agreements and Notes admissible in evidence in its jurisdiction of incorporation,



 


have been obtained or effected
and are in full force and effect.


 


		3.5	Non-conflict
                                            



 


The
entry into, delivery and performance by the Issuer of its obligations under the Notes and the Programme Agreements and the transactions
contemplated by the Programme Agreements will not conflict with, or constitute a default under:


 


		(A)	the
                                            constitutional documents of the Issuer; or



 


		(B)	any
                                            law or regulation applicable to the Issuer; or



 


		(C)	any
                                            agreement or instrument by which the Issuer or any of its assets are bound.



 


		3.6	Ranking
                                            



 


The
obligations of the Issuer under the Programme Agreements rank, and the Notes (when issued) will rank, at least pari passu with
all present and future unsecured and unsubordinated obligations of the Issuer other than obligations mandatorily preferred by law applying
to companies generally.


 


		3.7	Disclosure
                                            Documents 



 


		(A)	In
                                            the context of the Programme Agreements and the transactions contemplated by the Programme
                                            Agreements, the information contained or incorporated by reference in the Disclosure Documents
                                            is true and accurate in all material respects and not misleading in any material respect
                                            and there are no other facts in relation to the Issuer or any Notes the omission of which
                                            makes the Disclosure Documents or any such information contained or incorporated by reference
                                            therein misleading in any material respect.



 


		(B)	Any
                                            statements of intention, opinion, belief or expectation contained in the Disclosure Documents
                                            are, or will be at the date of its publication, honestly and reasonably made by the Issuer.



 


		3.8	Financial
                                            information 



 


The
most recently published financial statements of the Issuer which are incorporated by reference in the Information Memorandum:


 


		(A)	were
                                            prepared in accordance with the requirements of applicable law and with generally accepted
                                            accounting principles in the jurisdiction of incorporation of the Issuer and are consistently
                                            applied throughout the periods involved; and



 


		(B)	fairly
                                            represent the financial condition and operations of the Issuer as at the date to which they
                                            were prepared.




 






    9 


     


    

 


		3.9	Adverse
                                            change and litigation 



 


Except
as otherwise disclosed by any Disclosure Documents:


 


		(A)	there
                                            has been no adverse change in the business, financial or other condition or prospects of
                                            any member of the Group since the date of the most recently published audited consolidated
                                            financial statements of the Issuer; and



 


		(B)	there
                                            is no litigation, arbitration or administrative proceeding pending or, to the knowledge of
                                            the Issuer, threatened against or affecting any member of the Group,



 


which
in any case could reasonably be expected to be material in the context of the Programme Agreements and the transactions contemplated
by the Programme Agreements.


 


		3.10	No
                                            default 



 


No member
of the Group is in breach of the terms of, or in default under, any instrument, agreement or order to which it is a party or by which
it or its property is bound which might be material in the context of the Programme and/or the issue and offering of Notes under the
Programme and no event has occurred which with the giving of notice or lapse of time or other condition would constitute a default under
any such instrument, agreement or order which might be material in the context of the Programme and/or the issue and offering of Notes
under the Programme.


 


		3.11	No
                                            withholding tax 



 


The
Issuer is not required by any law or regulation of, or any relevant taxing authority or any political subdivision or any authority thereof
having the power to tax in, the jurisdiction in which the Issuer is resident for tax purposes to make any withholding or deduction from
any payment due under the Notes or any Programme Agreement for or on account of any taxes or duties of whatever nature.


 


		3.12	Maximum
                                            Amount 



 


The
aggregate outstanding principal amount of the Notes on the date of issue of any Note does not exceed the Maximum Amount.


 


		3.13	Anti-Bribery
                                            



 


Neither
the Issuer nor any of its Subsidiaries, nor any director, officer, agent, employee or other person associated with or acting on behalf
of the Issuer or any of its Subsidiaries, has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or
employee from corporate funds; violated or is in violation of any provision of any applicable anti-bribery or anti-corruption law, rule
or regulation enacted in any jurisdiction; or made, offered or promised to make, or authorised the payment or giving of any bribe, rebate,
payoff, influence payment, facilitation payment, kickback or other unlawful payment or gift of money or anything of value prohibited
under any applicable law, rule or regulation.


 






    10 


     


    

 


		3.14	Sanctions
                                            



 


Neither
the Issuer nor any of its Subsidiaries nor, to the best of the knowledge of the Issuer, any director, officer, agent, employee, affiliate
of or person acting on behalf of the Issuer or any of its Subsidiaries (i) has engaged in any activity or conduct which would violate
any applicable anti-bribery, anti-corruption or money-laundering law or regulation and the Issuer and its Subsidiaries have instituted
and maintain policies and procedures designed to prevent violation of such laws, regulations and rules by the Group and by persons associated
with the Group; or (ii) is currently the target of any Sanctions or operating in a country which is the target of any Sanctions, where
such operations are in violation of such Sanctions


 


		3.15	Money
                                            Laundering Laws 



 


The
operations of the Issuer and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record
keeping and reporting requirements and money laundering statutes in the jurisdiction of Issuer and of all jurisdictions in which the
Issuer and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any applicable governmental agency (collectively, “Money Laundering Laws”).


 


		3.16	United
                                            States Investment Company Act 



 


The
Issuer is not, and will not as a result of any issue of Notes or the receipt or application of the proceeds thereof be, an investment
company as defined in the United States Investment Company Act of 1940.


 


		3.17	U.S.
                                            selling restrictions 



 


The
Issuer represents, warrants and agrees:


 


		(A)	that
                                            neither it, nor any of its affiliates (as defined in Rule 405 under the U.S. Securities Act
                                            of 1933, as amended (the “Securities Act”)), nor any person (other than
                                            the Dealers, as to whom no representation or warranty is made) acting on its behalf or on
                                            behalf of any of its affiliates, has engaged or will engage in any directed selling efforts
                                            (as defined in Regulation S under the Securities Act (“Regulation S”))
                                            in the United States with respect to any Notes; and



 


		(B)	that
                                            it is a foreign issuer (as such term is defined in Regulation S) and that it, its affiliates
                                            (as defined in Rule 405 under the Securities Act) and any person (other than the Dealers,
                                            as to whom no representation or warranty is made) acting on its behalf or on behalf of any
                                            of its affiliates, have complied and will comply with the offering restrictions requirement
                                            of Regulation S under the Securities Act; and



 


		(C)	that
                                            it will not offer or sell, nor solicit offers to buy, securities under circumstances that
                                            would require registration of the Notes under the Securities Act.



 


		3.18	Times
                                            for making representations and warranties 



 


The
representations and warranties set out in this Clause 3:


 


		(A)	are
                                            made on the date of this Agreement; and



 


		(B)	are
                                            deemed to be repeated on each date upon which the Maximum Amount is increased, each date
                                            a Note Transaction is agreed and each date upon which any Note is, or is to be issued, in
                                            each case, by reference to the facts and circumstances then existing.



 






    11 


     


    

 


When a representation or
warranty under Clauses 3.7 and 3.9 is repeated under paragraph (B) above, the reference to Disclosure Documents shall be deemed
to be only the Disclosure Documents which have been published before the date on which a relevant Note Transaction is made (in the case
of that Note Transaction and the corresponding issue of Notes) or the date on which the letter purporting to increase the Maximum Amount
is delivered (in the case of that increase).


 


		3.19	Notice
                                            of inaccuracy 



 


If,
before a Note is issued and delivered to or for the account of the relevant Dealer, an event occurs which would render any of the representations
and warranties in this Clause 3 immediately, or with the lapse of time, untrue or incorrect, the Issuer will inform the relevant Dealer
as soon as practicable of the occurrence of such event. In either case, the relevant Dealer shall inform the Issuer without any undue
delay whether it wishes to continue or discontinue the issuance and delivery of the respective Notes.


 


4.           Conditions
precedent


 


		4.1	Conditions
                                            precedent 



 


By a
date no later than five Business Days before the date upon which the Issuer and any Dealer shall first agree terms for a Note Transaction
(or such other period as may be agreed between the Issuer and that Dealer), the Issuer shall deliver to that Dealer each of the documents
listed in Schedule 1, in form and substance satisfactory to that Dealer.


 


		4.2	Further
                                            conditions precedent 



 


The
obligations of any Dealer in respect of any agreement for a Note Transaction and each issue of Notes shall be conditional upon:


 


		(A)	the
                                            representations and warranties of the Issuer contained in Clause 3 being true and correct:



 


		(1)	on
                                            each date upon which an agreement for a Note Transaction is made; and



 


		(2)	on
                                            each date on which Notes are issued,



 


by reference to the facts
and circumstances then subsisting;


 


		(B)	there
                                            being no breach as at the issue date of those Notes in the performance of the obligations
                                            of the Issuer under any of the Programme Agreements or any Note; and



 


		(C)	except
                                            as disclosed in any Disclosure Document issued before the date upon which an agreement for
                                            a Note Transaction is made, no Ratings Agency having, in respect of any short-term debt securities
                                            of the Issuer, issued any notice downgrading such securities or put any such rating on its
                                            “Creditwatch” list or other similar publication of formal review (including
                                            a notice confirming a change of outlook), in each case with negative implications.



 


		5.	Covenants
                                            and agreements 



 


		5.1	Duration
                                            



 


The
undertakings in this Clause 5 remain in force from the date of this Agreement for so long as any Programme Agreement is in force and
any amount is or may be outstanding under any Programme Agreement or any Note.


 






    12 


     


    

 


		5.2	Information
                                            



 


Whenever
the Issuer publishes or makes available to its shareholders (or any class of them) or to its creditors generally (or any class of them)
or to the public (by filing with any regulatory authority, securities exchange or otherwise) any information which could reasonably be
expected to be material in the context of the Programme Agreements and the Notes and the transactions contemplated by the Programme Agreements
and the Notes, the Issuer shall:


 


		(A)	notify
                                            each Dealer as to the nature of such information;



 


		(B)	make
                                            a reasonable number of copies of such information available to each Dealer upon request and
                                            permit distribution of that information to actual or potential purchasers of Notes unless
                                            and until the appointment of such Dealer is terminated in accordance with Clause 7.1 (Termination);
                                            and



 


		(C)	take
                                            such action as may be necessary to ensure that the representation and warranty contained
                                            in Clause 3.7 is true and accurate on the dates when it is made or deemed to be repeated.



 


		5.3	Authorisation
                                            information 



 


Whenever
the Issuer is required to obtain or effect any authorisation in order to comply with the representation and warranty contained in Clause
3.4, the Issuer shall:


 


		(A)	notify
                                            each Dealer as to the nature of such authorisation; and



 


		(B)	upon
                                            request by a Dealer, make a reasonable number of copies of such authorisation available to
                                            that Dealer.



 


		5.4	Ratings
                                            



 


The
Issuer undertakes promptly to notify the Dealers of any change in the rating given by any Ratings Agency of its short-term debt securities
or upon it becoming aware that such rating has been put on a “Creditwatch” list or other similar publication of formal
review (including a notice of change of outlook) by any Ratings Agency.


 


		5.5	Indemnification
                                            



 


		(A)	Without
                                            prejudice to the other rights or remedies of the Dealers, the Issuer undertakes to each Dealer
                                            that if that Dealer or any of its Relevant Parties incurs any liability, damages, cost, loss
                                            or expense (including, without limitation, legal fees, costs and expenses) (a “Loss”)
                                            arising out of or in connection with or based on:



 


		(1)	the
                                            Issuer’s failure to make due payment under the Notes or the Deed of Covenant; or



 


		(2)	any
                                            Notes not being issued for any reason (other than as a result of the failure of any Dealer
                                            to pay for such Notes) after an agreement for that Note Transaction has been made; or



 


		(3)	any
                                            breach or alleged breach of the representations, warranties, covenants or agreements made
                                            or deemed to be repeated by the Issuer in this Agreement or any other Programme Agreement
                                            unless, in the case of an alleged breach only, the allegation is being made by the relevant
                                            Dealer or its Relevant Party; or



 






    13 


     


    

 


		(4)	any
                                            untrue statement or alleged untrue statement of any material fact contained in the Disclosure
                                            Documents or the omission or alleged omission to state therein a material fact necessary
                                            in order to make the statements therein, in the light of the circumstances under which they
                                            were made, not misleading in any material respect unless, in the case of an alleged untrue
                                            statement or omission, the allegation is being made by the relevant Dealer or its Relevant
                                            Party,



 


the
Issuer shall pay to that Dealer on demand an amount equal to such Loss on an after tax basis. No Dealer shall have any duty or obligation,
whether as fiduciary or trustee for any Relevant Party or otherwise, to recover any such payment or to account to any other person for
any amounts paid to it under this paragraph (A).


 


		(B)	In
                                            case any allegation as described in sub-paragraphs (A)(3) or (A)(4) above is made or any
                                            action is brought against any Dealer or its Relevant Party in respect of which recovery may
                                            be sought from the Issuer under this Clause 5.5, the relevant Dealer shall promptly notify
                                            the Issuer in writing but failure to do so will not relieve the Issuer from any liability
                                            under this Agreement. If any such allegation is made, the parties agree to consult in good
                                            faith with respect to the nature of the allegation. Subject to paragraph (C) below, the Issuer
                                            may participate at its own expense in the defence of any action.



 


		(C)	If
                                            it so elects within a reasonable time after receipt of the notice referred to in paragraph
                                            (B) above, the Issuer may, subject as provided below, assume the defence of the action with
                                            legal advisers chosen by it and approved by the relevant Dealer (such approval not to be
                                            unreasonably withheld or delayed). Notwithstanding any such election a Dealer or its Relevant
                                            Party may employ separate legal advisers reasonably acceptable to the Issuer and the Issuer
                                            shall not be entitled to assume such defence and shall bear the reasonable fees and expenses
                                            of such separate legal advisers if:



 


		(1)	the
                                            use of the legal advisers chosen by the Issuer to represent the Dealer or Relevant Party
                                            would present such legal advisers with a conflict of interest;



 


		(2)	the
                                            actual or potential defendants in, or targets of, any such action include both the Dealer
                                            or its Relevant Party and the Issuer and the Dealer concludes that there may be legal defences
                                            available to it and/or other Relevant Parties which are different from or additional to those
                                            available to the Issuer; or



 


		(3)	the
                                            Issuer has not employed legal advisers reasonably satisfactory to the Dealer to represent
                                            the Dealer or its Relevant Party within a reasonable time after notice of the institution
                                            of such action.



 


		(D)	If
                                            the Issuer assumes the defence of the action, the Issuer shall not be liable for any fees
                                            and expenses of legal advisers of the relevant Dealer or its Relevant Party incurred thereafter
                                            in connection with the action, except as stated in paragraph (C) above.



 


		(E)	The
                                            Issuer shall not be liable in respect of any settlement of any action effected without its
                                            written consent, such consent not to be unreasonably withheld or delayed. The Issuer shall
                                            not, without the prior written consent of the relevant Dealer (such consent not to be unreasonably
                                            withheld or delayed), settle or compromise or consent to the entry of any judgment with respect
                                            to any pending or threatened claim or action in respect of which recovery may be sought (whether
                                            or not the relevant Dealer or its Relevant Party is an actual or potential party to such
                                            claim or action) unless such settlement, compromise or consent includes an unconditional
                                            release of each Dealer and its Relevant Party from all liability arising out of such claim
                                            or action and does not include a statement as to or an admission of fault, culpability or
                                            failure to act by or on behalf of a Dealer or its Relevant Party.



 






    14 


     


    

 


		5.6	Costs
                                            and expenses 



 


The
Issuer will on demand:


 


		(A)	pay,
                                            or reimburse the Arranger for, all reasonable costs and expenses (including value added tax
                                            and any other taxes or duties and fees and disbursements of counsel to the Arranger) incurred
                                            by the Arranger in connection with the preparation, negotiation, printing, execution and
                                            delivery of the Programme Agreements and the Notes and all documents contemplated by the
                                            Programme Agreements and the Notes;



 


		(B)	pay,
                                            or reimburse each Dealer for, all costs and expenses (including value added tax and any other
                                            taxes or duties and fees and disbursements of counsel to such Dealer) incurred by that Dealer
                                            in connection with the enforcement or protection of its rights under the Programme Agreements,
                                            the Notes and all documents contemplated by the Programme Agreements and the Notes; and



 


		(C)	pay
                                            any stamp duty or other similar taxes (including any penalties and interest in respect thereof)
                                            payable in connection with the entry into, delivery and performance of any Programme Agreement
                                            or any Notes, and will indemnify and hold harmless each Dealer on demand, on an after tax
                                            basis, from all liabilities arising from any failure to pay or delay in paying such duty
                                            or taxes.



 


		5.7	Changes
                                            to the Programme 



 


		(A)	The
                                            Issuer will notify each Dealer of:



 


		(1)	any
                                            change in an Agent, or any change in any of the offices of such Agent; and



 


		(2)	any
                                            amendment to or termination of the Agency Agreement or the Deed of Covenant,



 


by no later than 10 Business
Days before the making of that change, amendment or termination.


 


		(B)	The
                                            Issuer will not permit to become effective any change, amendment or termination to the Agency
                                            Agreement or Deed of Covenant which could reasonably be expected to adversely affect the
                                            interests of any Dealer or the holder of any Notes then outstanding.



 


		5.8	Continuing
                                            obligations 



 


The
Issuer will take such steps (in conjunction with the Dealers, where appropriate) to ensure that any laws and regulations or requirements
of any governmental agency, authority or institution which may from time to time be applicable to any Notes shall be fully observed and
complied with, including (without limitation) its obligations under Clauses 3.17, 5.9, 5.10 and 5.11.


 


		5.9	Yen
                                            Notes 



 


		(A)	Subject
                                            to paragraph (B) below, the Issuer will in respect of Yen Notes comply with any applicable
                                            laws, regulations and guidelines of Japanese governmental and regulatory authorities relevant
                                            in the context of the issue of Yen Notes, as amended from time to time, and shall submit
                                            (or procure the submission on its behalf of) such reports or information as may be required
                                            for compliance with such laws, regulations and guidelines from time to time.



 






    15 


     


    

 






 


		(B)	Yen
                                            Notes may be offered or sold in circumstances which would not be so permissible at the date
                                            of this Agreement if permitted by any change or amendment which is made after the date of
                                            this Agreement in such laws, regulations and guidelines or in such other rules or directives
                                            as are applicable to Yen Notes from time to time.



 


		5.10	Renminbi
                                            Notes 



 


The
Issuer will, in respect of Renminbi Notes, comply with any applicable laws, regulations and guidelines of any governmental and regulatory
authorities in the People’s Republic of China relevant in the context of the issue of Renminbi Notes, as amended from time to time,
and shall submit (or procure the submission on its behalf of) such applications, reports or information as may be required for (i) the
obtaining of such relevant approvals or consents, or (ii) compliance with such laws, regulations and guidelines from time to time.


 


		5.11	United
                                            Kingdom 



 


The
Issuer will issue Notes under the Programme only if the following conditions apply (or the Notes can otherwise be issued without contravention
of Section 19 of the FSMA):


 


		(A)	the
                                            relevant Dealer covenants in the terms set out in paragraph 3(A) of Schedule 2; and



 


		(B)	the
                                            redemption value of each Note is not less than £100,000 (or an amount of equivalent
                                            value denominated wholly or partly in a currency other than Sterling), and no part of any
                                            Note may be transferred unless the redemption value of that part is not less than £100,000
                                            (or such an equivalent amount).



 


		5.12	Sanctions
                                            



 


The
Issuer will not directly or indirectly lend, contribute or otherwise make available to any person or entity (whether or not related to
the Issuer) the proceeds raised in connection with any issue of Notes for the purpose of financing the activities of any person or entity
or for the benefit of any country currently the target of any Sanctions, where such activities are in violation of such Sanctions.


 


Each
Dealer and the Issuer agrees and confirms that it is not entitled to the benefit of or does not make or repeat, as appropriate, the representation
and warranty contained in Clause 3.14 or the undertaking contained in Clause 5.12 to the extent that those provisions would result in
a violation of (i) EU Regulation (EC) No 2271/96 of 22 November 1996 (including as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”)) and/or (ii) any associated and applicable national
law, instrument or regulation related thereto in the European Union and/or any similar anti-boycott law in the United Kingdom. The representation
and warranty given in Clause 3.14 and the undertaking contained in this Clause 5.12 shall not be made to any Dealer incorporated in Germany
insofar as they would result in a violation of, or conflict with, section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung)
or any similar applicable anti-boycott law or regulation.


 






    16 


     


    

 


		6.	Obligations
                                            of the Dealers



 


		6.1	Selling
                                            restrictions



 


Each
Dealer represents and agrees that it has complied and will comply with the selling restrictions set out in Schedule 2. Subject to those
restrictions, each Dealer is authorised by the Issuer to circulate the Disclosure Documents to actual or potential purchasers of Notes.


 


		6.2	Obligations
                                            several 



 


The
obligations of each Dealer under this Agreement are several.


 


		7.	Termination
                                            and appointment



 


		7.1	Termination
                                            



 


		(A)	The
                                            Issuer may terminate the appointment of any Dealer on not less than 30 days’ written
                                            notice to the relevant Dealer. The Dealer may resign on not less than 30 days’ written
                                            notice to the Issuer. The Issuer shall promptly inform the other Dealers and the Agent of
                                            such termination or resignation.



 


		(B)	The
                                            rights and obligations of each party to this Agreement shall not terminate in respect of
                                            any rights or obligations accrued or incurred before the date on which such termination takes
                                            effect and the provisions of Clauses 5.5 and 5.6 shall survive termination of this Agreement
                                            and delivery against payment for any of the Notes.



 


		7.2	Appointment
                                            of Dealers 



 


		(A)	The
                                            Issuer may appoint one or more Additional Dealers upon the terms of this Agreement by sending
                                            a dealer accession letter to the Additional Dealer substantially in the form of Schedule
                                            4. The appointment will only become effective if the Additional Dealer confirms acceptance
                                            of its appointment to the Issuer by signing that dealer accession letter and delivering it
                                            to the Issuer. The Issuer may limit that appointment to a particular issue of Notes or for
                                            a particular period of time (which need not be a finite period of time).



 


		(B)	The
                                            Additional Dealer shall become a party to this Agreement on the later of:



 


		(1)	the
                                            date of the signature of the dealer accession letter by the Additional Dealer in accordance
                                            with paragraph (A) above; and



 


		(2)	the
                                            date specified in the dealer accession letter as the date of appointment,



 


and
the Additional Dealer shall then be vested with all the authority, rights, powers, duties and obligations as if originally named as a
Dealer under this Agreement.


 


		(C)	If
                                            the appointment of that Additional Dealer is limited to a particular issue of Notes or period
                                            of time:



 


		(1)	such
                                            authority, rights, powers, duties and obligations shall extend to the relevant Notes or period
                                            only; and



 


		(2)	following
                                            the relevant issue of Notes or the expiry of the time period, the relevant Additional Dealer
                                            shall have no further authority, rights, powers, duties or obligations except such as may
                                            have accrued or been incurred prior to, or in connection with, the issue of such Notes or
                                            during that time period.



 


		(D)	The
                                            Issuer shall promptly notify the Agent of any appointment. If the appointment of the Dealer
                                            is not limited to a particular issue of Notes or for a particular period of time, the Issuer
                                            shall also notify the other Dealers of that appointment. The Issuer agrees to supply to such
                                            Additional Dealer, upon appointment, a copy of the conditions precedent documents specified
                                            in Schedule 1, if requested by the Additional Dealer.



 






    17 


     


    

 


		7.3	Transfers
                                            to affiliates 



 


If,
at any time, a Dealer transfers all or substantially all of its euro commercial paper business to any of its affiliates then, on the
date that transfer becomes effective, the relevant affiliate shall become the successor to that Dealer under this Agreement without the
execution or filing of any paper or any further act on the part of the parties to this Agreement. Upon that transfer becoming effective,
all references in this Agreement to the relevant Dealer shall be deemed to be references to the relevant affiliate. The relevant Dealer
shall, promptly following that effective date, give notice of the transfer to the Issuer with a copy to the Agent.


 


		8.	Calculation
                                            Agent



 


		8.1	If
                                            floating rate Notes are to be issued, the Issuer will, at its discretion, appoint either
                                            the relevant Dealer or the Agent or any other person to be the Calculation Agent in respect
                                            of such floating rate Notes. The prior consent of that Dealer, Agent or other person is required
                                            for this appointment.



 


		8.2	If
                                            a Dealer has agreed to be the Calculation Agent, its appointment as such shall be on the
                                            terms of the form of agreement set out in Schedule 5, and that Dealer will be deemed to have
                                            entered into an agreement in that form for a particular calculation if it is named as Calculation
                                            Agent in the redemption calculation attached to or endorsed on the relevant Note.



 


		8.3	If
                                            the Agent has agreed to be the Calculation Agent, its appointment shall be on the terms set
                                            out in the Agency Agreement.



 


		8.4	If
                                            the person who has agreed to act as Calculation Agent is not a Dealer or the Agent, that
                                            person shall execute (if it has not already done so) an agreement substantially in the form
                                            of the agreement set out in Schedule 5.



 


		9.	Status
                                            of the Dealers and the Arranger



 


		9.1	The
                                            Arranger shall have only those duties, obligations and responsibilities expressly specified
                                            in this Agreement. Each of the Dealers agrees that the Arranger has only acted in an administrative
                                            capacity to facilitate the establishment and/or maintenance of the Programme and has no responsibility
                                            to it for:



 


		(A)	the
                                            adequacy, accuracy, completeness or reasonableness of any representation, warranty, undertaking,
                                            agreement, statement or information in the Information Memorandum, this Agreement or any
                                            information provided by it in connection with the Programme; or



 


		(B)	the
                                            nature and suitability to it of all legal, tax and accounting matters and all documentation
                                            in connection with the Programme or any Notes.



 


		10.	Notices



 


		10.1	Written
                                            Communication 



 


Any
communication to be made under this Agreement shall be made in writing and, unless otherwise agreed, be made by email, letter or by telephone
(to be confirmed promptly by email or letter).


 






    18 


     


    

 


		10.2	Delivery
                                            



 


		(A)	Any
                                            communication by letter shall be made to the intended recipient and marked for the attention
                                            of the person, or any one of them, at its relevant address and shall be deemed to have been
                                            made upon delivery.



 


		(B)	Any
                                            communication to be made by email shall be made to the intended recipient at the relevant
                                            email address from time to time designated by that party to the other parties for the purpose
                                            of this Agreement and shall be deemed to have been received when the email communication
                                            has been received by the intended recipient in legible form at the correct email address.



 


		10.3	Contact
                                            details 



 


For
purposes of Clause 10.2, the relevant contact details of each party to this Agreement shall be as set out in the signatory pages to this
Agreement, or as otherwise notified by any party to each other party to this Agreement.


 


		10.4	Receipt
                                            



 


		(A)	A
                                            communication given under this Agreement but received on a non-Business Day or after business
                                            hours in the place of receipt will only be deemed to be given on the next Business Day in
                                            that place.



 


		(B)	A
                                            communication under this Agreement to a Dealer will only be effective on actual receipt by
                                            that Dealer.



 


		10.5	Language
                                            



 


		(A)	Any
                                            notice given in connection with a Programme Agreement or Note must be in English.



 


		(B)	Any
                                            other document provided in connection with a Programme Agreement or Note must be:



 


		(1)	in
                                            English; or



 


		(2)	if
                                            not in English, (unless the Dealers otherwise agree) accompanied by a certified English translation.
                                            In this case, the English translation prevails unless the document is a constitutional, statutory
                                            or other official document.



 


		11.	Partial
                                            invalidity



 


If, at
any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


		12.	Remedies
                                            and waivers



 


No failure
to exercise, nor any delay in exercising, on the part of any Dealer, any right or remedy under the Programme Agreements shall operate
as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of
any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.


 






    19 


     


    

 


		13.	Recognition
                                            of the U.S. Special Resolution Regimes



 


		13.1	In
                                            the event that any Dealer that is a Covered Entity becomes subject to a proceeding under
                                            a U.S. Special Resolution Regime, the transfer from such Dealer of this Agreement, and any
                                            interest and obligation in or under this Agreement, will be effective to the same extent
                                            as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement,
                                            and any interest and obligation, were governed by the laws of the United States or a state
                                            of the United States.



 


		13.2	In
                                            the event that any Dealer that is a Covered Entity or a Covered Affiliate of such Dealer
                                            becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under
                                            this Agreement that may be exercised against such Dealer are permitted to be exercised to
                                            no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
                                            Regime if this Agreement were governed by the laws of the United States or a state of the
                                            United States.



 


		14.	Contractual
                                            recognition of EU Bail-in Powers



 


		14.1	Notwithstanding
                                            and to the exclusion of any other term of this Agreement or any other agreements, arrangements,
                                            or understanding between the Issuer and the Dealers, the Issuer acknowledges and accepts
                                            that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in
                                            Powers by the Relevant Resolution Authority, and acknowledges, accepts, agrees to be bound
                                            by:



 


		(A)	the
                                            effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation
                                            to any BRRD Liability of the relevant Dealer(s) owed to the Issuer under this Agreement,
                                            that (without limitation) may include and result in any of the following, or some combination
                                            thereof:



 


		(1)	the
                                            reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;



 


		(2)	the
                                            conversion of all, or a portion, of the BRRD Liability into shares, other securities or other
                                            obligations of the relevant Dealer(s) or another person, and the issue to or conferral on
                                            the Issuer of such shares, securities or obligations;



 


		(3)	the
                                            cancellation of the BRRD Liability; and/or



 


		(4)	the
                                            amendment or alteration of any interest, if applicable, thereon, the maturity or the dates
                                            on which any payments are due, including by suspending payment for a temporary period; and



 


		(B)	the
                                            variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution
                                            Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.



 


For these purposes:


 


“Bail-in
Legislation” means in relation to a member state of the EEA which has implemented, or which at any time implements, the BRRD,
the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.


 


“Bail-in
Powers” means any Write- down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the Bail-in
Legislation.


 


“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.


 






    20 


     


    

 


“BRRD
Liability” means a liability in respect of which the relevant Bail-in Powers may be exercised.


 


“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.


 


“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant
Dealer(s).


 


		14.2	For
                                            the purpose of this Clause 14 and any defined terms used in this Clause 14, references to
                                            “this Agreement” shall be deemed to include every agreement for the issue and
                                            purchase of Notes as referred to in Clause 2.3.



 


	15.	Counterparts



 


This
Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a
single copy of this Agreement.


 


	16.	Rights
                                            of third parties



 


A person
who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit
of any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from
that Act.


 


	17.	Governing
                                            law



 


This
Agreement, any agreement for a Note Transaction and the Notes and any non-contractual obligations arising out of or in connection with
any of them shall be governed by, and construed in accordance with, English law.


 


	18.	Jurisdiction



 


		18.1	Subject
                                            to paragraph 18.3 below, the English courts have exclusive jurisdiction to settle any dispute
                                            arising out of or in connection with this Agreement and any agreement for a Note Transaction
                                            (including a dispute regarding their existence, validity or termination and any dispute relating
                                            to any non-contractual obligations arising out of or in connection with this Agreement and
                                            any agreement for a Note Transaction) and each party submits to the exclusive jurisdiction
                                            of the English courts.



 


		18.2	Subject
                                            to paragraph 18.3 below, the parties to this Agreement agree that the English courts are
                                            the most appropriate and convenient courts to settle any such dispute and accordingly no
                                            such party will argue to the contrary.



 


		18.3	To
                                            the extent allowed by law, a Dealer may take:



 


		(A)	proceedings
                                            in any other court with jurisdiction; and



 


		(B)	concurrent
                                            proceedings in any number of jurisdictions.



 


This Agreement has been entered
into on the date stated at the beginning of this Agreement.


 






    21 


     


    

 


SCHEDULE
1 : CONDITION PRECEDENT DOCUMENTS


 


		1.	Certified
                                            copies of the Issuer’s constitutional documents.



 


		2.	Certified
                                            copies of all documents evidencing the internal authorisations required to be granted by
                                            the Issuer:



 


		(A)	approving
                                            the terms of, and the transactions contemplated by, the Notes and Programme Agreements and
                                            resolving that it execute the Notes and Programme Agreements;



 


		(B)	authorising
                                            a specified person or persons to execute the Notes and Programme Agreements on its behalf;
                                            and



 


		(C)	authorising
                                            a specified person, or persons on its behalf, to sign and/or despatch all documents and notices
                                            to be signed and/or despatched by it under or in connection with Notes and Programme Agreements.



 


		3.	Certified
                                            copies of any governmental or other consents required for the issue of Notes and for the
                                            Issuer to enter into, deliver and perform its obligations under the Notes and the Programme
                                            Agreements (as applicable).



 


		4.	Conformed
                                            copies of:



 


		(A)	this
                                            Agreement, as executed;



 


		(B)	the
                                            Agency Agreement, as executed; and



 


		(C)	the
                                            Deed of Covenant, as executed.



 


		5.	A
                                            copy of:



 


		(A)	the
                                            confirmation from the Agent that a duly executed copy of the Deed of Covenant has been delivered
                                            to the Agent;



 


		(B)	the
                                            confirmation from the Agent that the relevant forms of Global Note have been prepared and
                                            have been delivered to the Agent; and



 


		(C)	the
                                            confirmation of acceptance of appointment from the agent for service of process.



 


		6.	A
                                            legal opinion from Allen & Overy LLP, English legal advisers to the Dealers.



 


		7.	The
                                            Information Memorandum.



 


		8.	A
                                            list of the names and titles and specimen signatures of the persons authorised:



 


		(A)	to
                                            sign on behalf of the Issuer the Notes and the Programme Agreements;



 


		(B)	to
                                            sign on behalf of the Issuer all notices and other documents to be delivered in connection
                                            with the Programme Agreements and the Notes; and



 


		(C)	to
                                            take any other action on behalf of the Issuer in relation to the euro-commercial paper programme
                                            established by the Programme Agreements.



 


		9.	Written
                                            confirmation that S&P has granted a rating for the Issuer’s long-term debt.



 






    22 


     


    

 


SCHEDULE
2 : SELLING RESTRICTIONS


 


		1.	General
                                            



 


Each
Dealer represents and agrees that it will observe all applicable laws and regulations in any jurisdiction in which it may offer, sell,
or deliver Notes and it will not directly or indirectly offer, sell, resell, re-offer or deliver Notes or distribute any Disclosure Document,
circular, advertisement or other offering material in any country or jurisdiction except under circumstances that will result, to the
best of its knowledge and belief, in compliance with all applicable laws and regulations.


 


		2.	United
                                            States of America 



 


Each
Dealer understands that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S. Each Dealer represents
and agrees that it has not offered or sold, and will not offer or sell, any Notes constituting part of its allotment within the United
States except in accordance with Rule 903 of Regulation S. Terms used above have the meaning given to them by Regulation S. Each Dealer
also represents and agrees that it has offered and sold the Notes, and will offer and sell the Notes (i) as part of their distribution
at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date (the “distribution
compliance period”), only in accordance with Rule 903 of Regulation S. Each Dealer agrees that, at or prior to confirmation of
sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that
purchases Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect:


 


“The
Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”),
and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution
at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either
case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.”


 


Each
Dealer also represents and agrees that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will
engage in any directed selling efforts with respect to the Notes, and that it and they have complied and will comply with the offering
restrictions requirement of Regulation S. Terms used above have the meaning given to them by Regulation S.


 


		3.	The
                                            United Kingdom 



 


Each
Dealer represents and agrees that:


 


(A)


 


		(1)	it
                                            is a person whose ordinary activities involve it in acquiring, holding, managing or disposing
                                            of investments (as principal or agent) for the purposes of its business; and



 


		(2)	it
                                            has not offered or sold and will not offer or sell any Notes other than to persons whose
                                            ordinary activities involve them in acquiring, holding, managing or disposing of investments
                                            (as principal or agent) for the purposes of their businesses or who it is reasonable to expect
                                            will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes
                                            of their businesses where the issue of the Notes would otherwise constitute a contravention
                                            of section 19 of the Financial Services and Markets Act 2000 (the “FSMA”)
                                            by the Issuer;



 






    23 


     


    

 


		(B)	it
                                            has only communicated or caused to be communicated and will only communicate or cause to
                                            be communicated any invitation or inducement to engage in investment activity (within the
                                            meaning of section 21 of the FSMA) received by it in connection with the issue or sale of
                                            any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer;
                                            and



 


		(C)	it
                                            has complied and will comply with all applicable provisions of the FSMA with respect to anything
                                            done by it in relation to such Notes in, from or otherwise involving the United Kingdom.



 


		4.	Japan
                                            



 


The
Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended;
the “FIEA”). Accordingly, each Dealer represents and agrees that it has not, directly or indirectly, offered or sold
and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term
as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan), or to
others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant
to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations
and ministerial guidelines of Japan.


 


		5.	Singapore
                                            



 


Each
Dealer acknowledges that the Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, each Dealer represents, warrants and agrees that it has not offered or sold any Notes or caused the Notes to be made the
subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject
of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the Information
Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any
Notes, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor (as defined in Section
4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the “SFA”))
pursuant to Section 274 of the SFA, (b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of
the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the
SFA, or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.


 






    24 


     


    

 


SCHEDULE
3 : NOTIFICATION LETTER FOR AN INCREASE IN THE MAXIMUM AMOUNT


 


[Letterhead
of Issuer]


 


To:    The
Dealers referred to below


 


cc.     HSBC
Bank plc (as “Agent”)


 


cc.     HSBC
Bank plc (as “Arranger”)


 


[Date]


 


Dear Sirs


 


RENTOKIL
INITIAL PLC


 


£1,000,000,000
Euro-Commercial Paper Programme


 


We refer
to an amended and restated dealer agreement dated 11 October 2021 (the “Dealer Agreement”) between ourselves as Issuer,
Bank of America Europe DAC, Barclays Bank PLC, Bayerische Landesbank, BNP Paribas, HSBC Bank plc, ING Bank N.V. and Standard Chartered
Bank as Dealers and the Arranger relating to a £1,000,000,000 Euro-Commercial Paper Programme. Terms used in the Dealer Agreement
shall have the same meaning in this letter.


 


In
accordance with Clause 2.7 of the Dealer Agreement, we hereby notify each of the addressees listed above that the Maximum Amount is to
be increased from [·]
to [·]
with effect from [·],
subject to delivery to the Dealers, the Arranger and the Agent of the following documents:


 


		(A)	a
                                            certificate from a duly authorised officer of the Issuer confirming that no changes have
                                            been made to the constitutional documents of the Issuer since the date of the Dealer Agreement
                                            or, if there has been a change, a certified copy of the constitutional documents currently
                                            in force;



 


		(B)	certified
                                            copies of all documents evidencing the internal authorisations and approvals required to
                                            be granted by the Issuer for such an increase in the Maximum Amount;



 


		(C)	certified
                                            copies of [specify any applicable governmental or other consents required by the Issuer
                                            in relation to the increase];



 


		(D)	a
                                            list of names, titles and specimen signatures of the persons authorised to sign on behalf
                                            of the Issuer all notices and other documents to be delivered in connection with such an
                                            increase in the Maximum Amount;



 


		(E)	[an
                                            updated or supplemental Information Memorandum reflecting the increase in the Maximum Amount
                                            of the Programme;]



 


		(F)	legal
                                            opinion from Dealers’ English law counsel; and



 


		(G)	confirmation
                                            that S&P Global Ratings UK Limited is maintaining its current ratings for the Issuer’s
                                            long-term debt.



 


	Yours faithfully,	 
	 	 



 


for and on behalf of


 


RENTOKIL INITIAL PLC


 






    25 


     


    

 


SCHEDULE
4 : DEALER ACCESSION LETTER


 


[Letterhead
of Issuer]


 


[Date]


 


To:     [Name
of Dealer]


 


cc.:     [list
all permanent Dealers]


 


cc.:     HSBC
Bank plc as Agent


 


Dear Sirs


 


RENTOKIL
INITIAL PLC


 


£1,000,000,000
Euro-Commercial Paper Programme


 


We refer to an
amended and restated dealer agreement dated 11 October 2021 (the “Dealer Agreement”) between ourselves as Issuer,
HSBC Bank plc as Arranger, Bank of America Europe DAC, Barclays Bank PLC, Bayerische Landesbank, BNP Paribas, HSBC Bank plc, ING Bank
N.V. and Standard Chartered Bank as Dealers relating to a £1,000,000,000 Euro-Commercial Paper Programme. Terms used in the Dealer
Agreement shall have the same meaning in this letter.


 


In
accordance with Clause 7.2 and upon the terms of the Dealer Agreement, we hereby appoint you as an Additional Dealer [for the Programme
[with immediate effect][with effect from [·]]/[for
the issue of [description of issue][for the period [·]
to [·]].
[Copies of each of the condition precedent documents set out in Schedule 1 to the Dealer Agreement have been sent to you, as requested].


 


Please confirm
acceptance of your appointment upon such terms by signing and returning to us the enclosed copy of this letter, whereupon you will, in
accordance with Clause 7.2 of the Dealer Agreement, become a party to the Dealer Agreement vested with all the authority, rights, powers,
duties and obligations set out in that Clause 7.2.


 


	Yours faithfully	 
	 	 


 


for and on behalf of


 


RENTOKIL INITIAL PLC


 






    26 


     


    

 


We hereby confirm
acceptance of our appointment as a Dealer upon the terms of the Dealer Agreement referred to above. For the purposes of Clause 10 of
the Dealer Agreement our contact details are as follows:


 


[NAME OF DEALER]


 


	Address:	[	]	 
	Telephone:	[	]	 
	Email:	[	]	 
	Contact:	[	]	 






	Dated: 		 
	Signed:		 


 


for [Name of new Dealer]


 






    27 


     


    

 






 





SCHEDULE
5 : FORM OF CALCULATION AGENCY AGREEMENT


 


THIS
AGREEMENT is made on [·]


 


BETWEEN:


 


		(1)	RENTOKIL
                                            INITIAL PLC as Issuer (the “Issuer”); and



 


		(2)	[CALCULATION
                                            AGENT], as the Calculation Agent appointed pursuant to the terms hereof (the “Calculation
                                            Agent”, which expression shall include any successor thereto).



 


WHEREAS:


 


		(A)	Under
                                            an amended and restated dealer agreement (as amended, supplemented and/or restated from time
                                            to time, the “Dealer Agreement”) dated 11 October 2021 and made between,
                                            among others, the Issuer and the Dealer(s) referred to therein, and an amended and restated
                                            issue and paying agency agreement (as amended, supplemented and/or restated from time to
                                            time, the “Agency Agreement”) dated 11 October 2021 and made between,
                                            among others, the Issuer and the agent[s] referred to therein, the Issuer established a euro-commercial
                                            paper programme (the “Programme”).



 


		(B)	The
                                            Dealer Agreement contemplates, inter alia, the issue under the Programme of floating
                                            rate notes and provides for the appointment of calculation agents in relation thereto. Each
                                            such calculation agent’s appointment shall be on substantially the terms and subject
                                            to the conditions of this Agreement.



 


IT IS AGREED as follows:


 


		1.	Interpretation
                                            



 


		(A)	Terms
                                            not expressly defined herein shall have the meanings given to them in the Dealer Agreement
                                            or the Agency Agreement.



 


		(B)	Any
                                            reference in this Agreement to a statute, any provision thereof or to any statutory instrument,
                                            order or regulation made thereunder shall be construed as a reference to such statute, provision,
                                            statutory instrument, order or regulation as the same may have been, or may from time to
                                            time be, amended or re-enacted.



 


		(C)	“Relevant
                                            Notes” means such floating rate notes in respect of which the Calculation Agent
                                            is appointed.



 


		2.	Appointment
                                            of Calculation Agent 



 


The
Issuer appoints the Calculation Agent as its agent for the purpose of calculating the amount of interest in respect of the Relevant Notes
upon the terms and subject to the conditions of this Agreement. The Calculation Agent accepts such appointment.


 


		3.	Determination
                                            and notification 



 


		(A)	The
                                            Calculation Agent shall determine the amount of interest payable on, each Relevant Note in
                                            accordance with the redemption calculation applicable thereto.



 


		(B)	The
                                            Calculation Agent shall as soon as it has made its determination as provided for in paragraph
                                            (a) above (and, in any event, no later than the close of business on the date on which the
                                            determination is made) notify the Issuer and the Agent (if other than the Calculation Agent)
                                            of the amount of interest so payable.



 






    28


     


    

 


		4.	Stamp
                                            duties 



 


The
Issuer will pay any stamp, registration and other similar taxes and duties (including any interest and penalties thereon or in connection
therewith) payable in connection with the execution, delivery and performance of this Agreement.


 


		5.	Indemnity
                                            and liability 



 


		5.1	The
                                            Issuer shall indemnify and hold harmless on demand the Calculation Agent, on an after tax
                                            basis, against any claim, demand, action, liability, damages, cost, loss or expense (including,
                                            without limitation, legal fees and any applicable value added tax) which it may incur arising
                                            out of, in connection with or based upon the exercise of its powers and duties as Calculation
                                            Agent under this Agreement, except such as may result from its own negligence, default or
                                            bad faith or that of its officers, employees or agents.



 


		5.2	The
                                            Calculation Agent shall indemnify and hold harmless on demand the Issuer, on an after tax
                                            basis, against any claim, demand, action, liability, damages, cost, loss or expense (including,
                                            without limitation, legal fees and any applicable value added tax) which it may incur or
                                            which may be made against the Issuer as a result of or in connection with the appointment
                                            or the exercise of the powers and duties of the Calculation Agent under this Agreement resulting
                                            from the negligence, default or bad faith of the Calculation Agent or that of its officers,
                                            employees or agents.



 


		5.3	The
                                            Calculation Agent may, after prior written notice to the Issuer, consult as to legal matters
                                            with lawyers selected by it, who may be employees of, or lawyers to, the Issuer. If such
                                            consultation is made, the Calculation Agent shall be protected and shall incur no liability
                                            for action taken or not taken by it as Calculation Agent or suffered to be taken with respect
                                            to such matters in good faith (after consultation with the Issuer), without negligence and
                                            in accordance with the opinion of such lawyers, as addressed to both parties.



 


		6.	Conditions
                                            of appointment



 


		6.1	The
                                            Calculation Agent and the Issuer agree that its appointment will be subject to the following
                                            conditions:



 


		(A)	in
                                            acting under this Agreement, the Calculation Agent shall act as an independent expert and
                                            shall not assume any obligations towards or relationship of agency or trust for the Issuer
                                            or the owner or holder of any of the Relevant Notes or any interest therein;



 


		(B)	unless
                                            otherwise specifically provided in this Agreement, any order, certificate, notice, request,
                                            direction or other communication from the Issuer made or given under any provision of this
                                            Agreement shall be sufficient if signed or purported to be signed by a duly authorised employee
                                            of the Issuer;



 


		(C)	the
                                            Calculation Agent shall be obliged to perform only those duties which are set out in this
                                            Agreement;



 


		(D)	the
                                            Calculation Agent and its officers and employees, in its individual or any other capacity,
                                            may become the owner of, or acquire any interest in, any Relevant Notes with the same rights
                                            that the Calculation Agent would have if it were not the Calculation Agent hereunder; and



 






    29


     


    

 





		(E)	all
                                            calculations and determinations made pursuant to this Agreement by the Calculation Agent
                                            shall (save in the case of manifest error) be binding on the Issuer, the Calculation Agent
                                            and (if other than the Calculation Agent) the holder(s) of the Relevant Notes and no liability
                                            to such holder(s) shall attach to the Calculation Agent in connection with the exercise by
                                            the Calculation Agent of its powers, duties or discretion under or in respect of the Relevant
                                            Notes in accordance with the provisions of this Agreement.



 


		7.	Alternative
                                            appointment 



 


If,
for any reason, the Calculation Agent ceases to act as such or fails to comply with its obligations under Clause 3, the Issuer shall
appoint the Agent as Calculation Agent in respect of the Relevant Notes.


 


		8.	[Contractual
                                            recognition of EU Bail-in Powers



 


Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Issuer and
the Calculation Agent, the Issuer acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise
of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, agrees to be bound by:


 


		(A)	the
                                            effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation
                                            to any BRRD Liability of the Calculation Agent owed to the Issuer under this Agreement, that
                                            (without limitation) may include and result in any of the following, or some combination
                                            thereof:



 


		(1)	the
                                            reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;



 


		(2)	the
                                            conversion of all, or a portion, of the BRRD Liability into shares, other securities or other
                                            obligations of the Calculation Agent or another person, and the issue to or conferral on
                                            the Issuer of such shares, securities or obligations;



 


		(3)	the
                                            cancellation of the BRRD Liability; and/or



 


		(4)	the
                                            amendment or alteration of any interest, if applicable, thereon, the maturity or the dates
                                            on which any payments are due, including by suspending payment for a temporary period; and



 


		(B)	the
                                            variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution
                                            Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.



 


For these purposes:


 


“Bail-in
Legislation” means in relation to a member state of the EEA which has implemented, or which at any time implements, the BRRD,
the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.


 


“Bail-in
Powers” means any Write- down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the Bail-in
Legislation.


 


“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.


 






    30


     


    

 





“BRRD
Liability” means a liability in respect of which the relevant Bail-in Powers may be exercised.


 


“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.


 


“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Calculation
Agent.]


 


		9.	Contracts
                                            (Rights of Third Parties) Act 1999 



 


A person
who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
Agreement, but this does not affect any right or remedy of any person which exists or is available apart from that Act.


 


		10.	Governing
                                            law 



 


This
Agreement and every agreement for the issue and purchase of Notes and any non-contractual obligations arising out of or in connection
with any of them shall be governed by, and construed in accordance with, English law.


 


		11.	Jurisdiction
                                            



 


		11.1	The
                                            English courts have exclusive jurisdiction to settle any dispute arising out of or in connection
                                            with this Agreement (including a dispute regarding the existence, validity or termination
                                            of this Agreement and any dispute relating to any non-contractual obligations arising out
                                            of or in connection with this Agreement) and each party submits to the exclusive jurisdiction
                                            of the English courts.



 


		11.2	The
                                            parties to this Agreement agree that the English courts are the most appropriate and convenient
                                            courts to settle any such dispute and accordingly no such party will argue to the contrary.



 


		11.3	To
                                            the extent allowed by law, the Calculation Agent may take:



 


		(A)	proceedings
                                            in any other court with jurisdiction; and



 


		(B)	concurrent
                                            proceedings in any number of jurisdictions.



 


		12.	Partial
                                            invalidity 



 


If,
at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.


 


		13.	Counterparts
                                            



 


This
Agreement may be signed in any number of counterparts. This has the same effect as if the signatures on the counterpart were on a single
copy of this Agreement.


 






    31


     


    

 





This Agreement has been entered into
on the date stated at the beginning of this Agreement.


 


	RENTOKIL INITIAL PLC	 
	 	 
	By:	 	 
	 	 
	[NAME OF CALCULATION AGENT]	 
	 	 
	By:	 	 




 






    32


     


    

 





SIGNATORIES


 


	The Issuer	 	 
	 	 	 
	RENTOKIL INITIAL
    PLC	 
	 	 	 
	By:		 
	 	 	 
	Address:	Compass
    House	 
	 	Manor
    Royal 	 
	 	Crawley	 
	 	West
    Sussex, RH10 9PY 	 
	 	United
    Kingdom	 




 


	Telephone:	+44
    (0) 129 385 8000
	 	 
	Email:	secretariat@rentokil-initial.com 
    /  treasury.front-office@rentokil-initial.com
	 	 
	Contact:	Company
    Secretary / Group Treasurer




 


	The Arranger	 	 
	 	 	 
	HSBC BANK PLC	 
	 	 	 
	By:		 
	 	 	 
	Address:	8
    Canada Square	 
	 	London
    E14 5HQ 	 
	 	United
    Kingdom	 
	 	 	 
	Telephone:	+44
    (0)20 7991 8888	 
	 	 	 
	Email:	transaction.management@hsbcib.com	 
	 	 	 
	Contact:	Head
    of DCM Legal	 




 






    33


     


    

 





	The Dealers	 	 
	 	 	 
	BANK OF AMERICA
    EUROPE DAC	 
	 	 	 
	By: 		 
	 	 	 
	Address:	Two Park Place	 
	 	Hatch Street	 
	 	Dublin 2	 
	 	Ireland	 
	 	 	 
	Telephone:	+353 (0) 1 243 8500	 
	 	 	 
	Email:	STFIDeskSupport@bofa.com	 
	 	 	 
	Contact:	ECP Desk	 




 


	BARCLAYS BANK
    PLC	 
	 	 	 
	By:		 
	 	 	 
	Address:	5 The North Colonnade	 
	 	Canary Wharf	 
	 	London E14 4BB	 
	 	United Kingdom	 
	 	 	 
	Telephone:	+44 (0)20 7773 5757	 
	 	 	 
	Email:	ecpdesk@barclays.com	 
	 	 	 
	Contact:	ECP Trading Desk	 




 


	BAYERISCHE
    LANDESBANK	 
	 	 	 
	By:		 
	 	 	 
	Address:	Brienner Straße
    18	 
	 	80333 Munich	 
	 	Federal Republic of Germany	 
	 	 	 
	Telephone:	+49 89 2171 23268	 
	 	 	 
	Email:	andreas.lange@bayernlb.de	 
	 	 	 
	Contact:	Team 5211 / Origination Corporates	 




 






    34


     


    

 


	BNP PARIBAS	 	 	 
	 	 	 	 
	By:		 	By:	
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Address:	20, boulevard des ltaliens	 	 
	 	75009 Paris 	 	 
	 	France	 	 
	 	 	 	 
	Email:	dl.cp.desk@bnpparibas.com	 	 
	 	 	 	 
	Contact:	Commercial Paper Desk	 	 




 


	HSBC BANK PLC	 
	 	 	 
	By:		 
	 	 	 
	Address:	8 Canada Square	 
	 	London E14 5HQ	 
	 	United Kingdom	 
	 	 	 
	Telephone:	+44 (0)20 7991 1398	 
	 	 	 
	Email:	transaction.management@hsbcib.com	 
	 	 	 
	Contact:	Stephen Larkin / ECP Desk	 




 


	ING BANK N.V.	 	 	 
	 	 	 	 
	By:  		 	By:	
		William De Vreede	 	 	Martijn Brinkhuis
	 	 	 	 
	Address:  	Foppingadreef 7	 	 
	 	1102 BD Amsterdam	 	 
	 	The Netherlands	 	 
	 	 	 	 
	Telephone:	+31 20 563 8181	 	 
	 	 	 	 
	Email:	FM.Documentation@ing.nl	 	 
	 	 	 	 
	Contact:	ECP Desk/TRC 00.114	 	 




  


STANDARD CHARTERED BANK


 


	By:		 
	 	 	 
	Address:	1 Basinghall Avenue	 
	 	London EC2V 5DD	 
	 	United Kingdom	 
	 	 	 
	Telephone:	+44 20 7885 8888	 
	 	 	 
	Email:	primary.debt@sc.com	 
	 	 	 
	Contact:	Capital Markets	 




 






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