Item 1.01. Entry into a Material Definitive Agreement.

On December 28, 2022, Xerox Corporation ("Xerox") and its parent company, Xerox Holdings Corporation ("Holdings," and together with Xerox, the "Company"), entered into Amendment No. 1 to Credit Agreement (the "Amendment") with Citibank, N.A., as administrative agent and collateral agent (the "Agent"), and the lenders party thereto. The Amendment amended the Credit Agreement, dated as of July 7, 2022 (the "Credit Agreement"), by and among the Company, the Agent, and the lenders party thereto to (i) reduce the aggregate amount of the revolving credit commitments under the Credit Agreement by 50% and (ii) eliminate the financial covenant in the Credit Agreement requiring that Holdings maintain not less than $500 million in unrestricted cash as of the last day of each fiscal quarter. All other terms remain unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the underlying agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

Xerox and its wholly owned subsidiary Xerox Financial Services LLC (collectively, the "Sellers" and each, a "Seller") entered into a Master Agreement for Sale and Assignment of Lease Receivables (the "Forward Funding Agreement") with Marlin Leasing Corporation, d/b/a PEAC Solutions, an affiliate of HPS Investment Partners (the "Purchaser"). The Forward Funding Agreement establishes a committed sale and purchase facility pursuant to which Seller agreed to offer for sale, and Purchaser agreed to purchase, in each case in accordance with the terms of the Forward Funding Agreement, certain eligible pools of receivables relating to non-consumer standalone equipment leases (the "Receivables") on a monthly basis in transactions intended to be true sales. The Forward Funding Agreement has an initial term until January 31, 2024, with automatic one-year extensions thereafter, unless terminated by either the Sellers or the Purchaser. The Forward Funding Agreement contemplates Receivables sales from Sellers to Purchaser totaling approximately $600 million during the initial term. Sellers expect proceeds from the Forward Funding Agreement to more than offset a use of Xerox free cash flow to fund year-over-year growth of originations in 2023. Additionally, Sellers will continue to service the lease receivables for a specified fee and will also be paid a commission on lease receivables sold under the Forward Funding Agreement.

On January 4, 2023, the Company issued a press release announcing entry into the Forward Funding Agreement, the Amendment, and various related matters. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.


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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit  Description
No.

4.1      Amendment No. 1 to Credit Agreement, dated as of December 28, 2022,
         among Xerox Corporation, Xerox Holdings Corporation, Citibank, N.A., as
         administrative agent and collateral agent and certain Lenders signatory
         thereto.
99.1     Press Release issued by Xerox Holdings Corporation on January 4, 2023.
104      Cover Page Interactive Data File (the cover page tags are embedded
         within the Inline XBRL document)

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