On August 1, 2024, HP Inc. (Company) entered into a five-year sustainability-linked revolving credit facility (Credit agreement), with the lenders named therein, and JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent. BNP Paribas served as the Sustainability Structuring Agent in connection with the Credit Agreement. The Credit Agreement provides for a senior, unsecured revolving credit facility with aggregate lending commitments of $5,000,000,000 with an option to increase the commitments by up to an additional $1,000,000,000, subject to certain conditions, including receiving consent to such increase from applicable lenders.

The Credit Agreement allows for revolving borrowings in US dollars, euros and pounds sterling and provides for swingline borrowings up to an aggregate amount of $1,500,000,000. The Company may designate one or more of its subsidiaries as borrowers under the Credit Agreement from time to time. The Company will guarantee the borrowings of any such subsidiaries under the Credit Agreement.

Commitments under the Credit Agreement will be available for a period ending on August 1, 2029, which period may be extended on up to two occasions for additional one-year periods, subject to certain conditions, including receiving consent to such extension from applicable lenders. Borrowings made under the Credit Agreement will bear interest at rates per annum equal to, at the Company?s option, the Term SOFR Rate (including the Adjusted Term SOFR Rate), the Adjusted Daily Simple RFR, or the Alternate Base Rate (as such terms are defined in the Credit Agreement), plus the applicable margin specified in the Credit Agreement. In addition, the Company will pay a commitment fee on unused commitments between 9 and 22.5 basis points, depending on the rating of the Company?s long-term senior unsecured debt.

Under the Credit Agreement, the interest margins and commitment fee rates are also subject to upward or downward adjustments if the Company achieves, or fails to achieve, certain specified sustainability targets with respect to digital equity and product circularity. The Credit Agreement contains various customary covenants that limit, among other things, the incurrence of indebtedness by subsidiaries of the Company, the grant or incurrence of liens by the Company and its subsidiaries, and the entry into certain fundamental change transactions by the Company and any borrowing subsidiaries. The Credit Agreement contains a covenant pursuant to which the Company will not permit the ratio of consolidated total debt to consolidated EBITDA to exceed 4.0 to 1.0 as of the last day of any fiscal quarter.

The Credit Agreement includes customary events of default, including events of default relating to non-payment of amounts due under the Credit Agreement, material inaccuracy of representations and warranties, violation of covenants, non-payment or acceleration of other material indebtedness, bankruptcy and insolvency, unsatisfied material judgments and change of control. Under the Credit Agreement, if an event of default occurs, lenders holding a majority of the revolving commitments will have the right to terminate the commitments and accelerate the maturity of any loans outstanding.