Exhibit 10.5


 


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


 


AMENDMENT LETTER


 


	To:	Rentokil Initial plc (the “Borrower”)
	 	Compass House
	 	Manor Royal
	 	Crawley
	 	West Sussex
	 	RH10 9PY



 


25 May 2022


 


Dear Sir or Madam


 


Project
Noble – USD 2,700,000,000 bridge and term facilities agreement dated 25 February 2022 (as amended from time to
time, the “Facilities Agreement”)


 


		1.	Interpretation



 


		1.1	Incorporation of defined terms



 


		(A)	We refer to the Facilities Agreement. Unless a contrary indication appears in this letter, a term defined
in the Facilities Agreement has the same meaning in this letter. In addition, the definition below applies in this letter:



 


“Effective Date” means
the date on which this letter is countersigned by the Borrower.


 


		(B)	Unless a contrary indication appears in this letter, the principles of construction set out in the Facilities
Agreement shall have effect as if set out in, and referring to, this letter.



 


		1.2	Third party rights



 


		(A)	Unless expressly provided to the contrary in this letter, a person who is not a party to this letter has
no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any of its terms.



 


		(B)	Notwithstanding any term of this letter, the consent of any person who is not a party to this letter is
not required to rescind or vary this letter at any time.



 


		1.3	Designation



 


In accordance with the Facilities Agreement,
each of the Borrower and the Agent designate this letter as a Finance Document.


 


		2.	Amendment



 


With effect on and from the Effective
Date, the Facilities Agreement shall be amended as set out in Schedule 1 (Amendments to the Facilities Agreement).


 






    


    


    

 


		3.	Representations



 


The Repeating Representations are deemed
to be made by the Borrower by reference to the facts and circumstances then existing:


 


		(A)	on the date of this letter as if references to “this Agreement” and “the Finance Documents”
are references to the Facilities Agreement as if it were amended by this letter; and



 


		(B)	on the Effective Date.



 


		4.	Continuing obligations



 


		(A)	The provisions of the Facilities Agreement and the other Finance Documents shall, save as amended by this
letter, continue in full force and effect.



 


		(B)	No waiver of any provisions of any Finance Document is given by the terms of this letter and the Finance
Parties expressly reserve all their rights and remedies in respect of any breach of, or Default under, the Finance Documents.



 


		(C)	References in the Facilities Agreement to “this Agreement”, “hereof”,
 “hereunder” and expressions of similar import shall, on and from the Effective Date, be deemed to be references to
the Facilities Agreement as amended by this letter.



 


		(D)	References, however expressed, in any Finance Document (other than the Facilities Agreement) to the Facilities
Agreement shall, on and from the Effective Date, be deemed to be references to the Facilities Agreement as amended by this letter.



 


		5.	Transaction Expenses



 


The Borrower shall within three Business
Days of demand reimburse the Agent for the amount of all reasonable costs and expenses (including legal fees) reasonably incurred by the
Agent in connection with the negotiation, preparation, printing and execution of this letter and any other documents referred to in this
letter.


 


		6.	Fees



 


		(A)	Subject to paragraph (B) below,
the Borrower shall pay a fee of [***] per cent of the Total Facility A Commitments as at 1 July 2022 (the “First
Fee”) and shall pay a fee of [***] per cent of the Total Facility A Commitments as at 1 October 2022 (the “Second
Fee”).



 


		(B)	The First Fee shall only be payable if all of the Facility A Commitments have not been cancelled on or
before 30 June 2022 and the Second Fee shall only be payable if all of the Facility A Commitments have not been cancelled on or before
30 September 2022.



 


		(C)	If the First Fee is payable in accordance with this paragraph 6, it shall be paid on 1 July 2022
and if the Second Fee is payable in accordance with this paragraph 6, it shall be paid on 3 October 2022.



 


		(D)	Any fee payable in accordance with this paragraph 6 shall be payable by the Borrower to the Agent for
the account of each Lender pro rata to the Facility A Commitments that are held by that Lender on 1 July 2022 (in the case of the
First Fee) and on 1 October 2022 (in the case of the Second Fee).



 






    


    


    

 


		(E)	Any fee payable in accordance with this paragraph 6:



 


		(1)	shall be paid to the account of the Agent as specified by the Agent;



 


		(2)	must be made in immediately available, freely transferable funds and in USD; and



 


		(3)	once paid, shall be non-refundable and non-creditable against other fees payable in connection with the
Facilities Agreement.



 


		7.	Miscellaneous



 


		7.1	Incorporation of terms



 


The provisions of clauses 29 (Notices),
31 (Partial Invalidity), 32 (Remedies and Waivers) and 39 (Jurisdiction) of the Facilities Agreement shall be incorporated
into this letter as if set out in full in this letter and as if reference in those clauses to “this Agreement” are
references to this letter.


 


		7.2	Counterparts



 


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


 


		8.	Governing law



 


This letter and any non-contractual
obligations arising out of or in connection with it are governed by English law.


 


If you agree to the above, please sign where indicated
below.


 






    


    


    

 


Yours faithfully


 


		 	 



 


For and on behalf of

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

as Agent (acting on the instructions of all of the Facility A Lenders)


 






    


    


    

 


We agree to the above.


 


 


		 	 


 


For

RENTOKIL INITIAL PLC

as the Borrower


 


Date:


 






    


    


    

 


Schedule
1 : Amendments to The Facilities Agreement


 


		1.	Clause 2.4(A) (Extension Option) of the Facilities Agreement shall be amended by deleting
it in its entirety and replacing it with:



 


		“(A)	The Borrower may, by giving an Extension Notice to the Agent, extend the Termination Date of Facility
A to 1 April 2024, or if that extended date is not a Business Day, the following Business Day.”



 


		2.	Paragraph 2 of Part 2 (Extension Notice) of Schedule 3 (Requests) of the Facilities
Agreement shall be amended by deleting it in its entirety and replacing it with:



 


		“2.	We request that the Termination Date of Facility A be extended to 1 April 2024, or if that extended
date is not a Business Day, the following Business Day.”