0001193125-09-029257 Sample Contracts

AMENDED AND RESTATED LOAN AGREEMENT Dated as of October 21, 2002 between XEROX LEASE FUNDING LLC as Borrower, and GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
Loan Agreement • February 13th, 2009 • Xerox Corp • Computer peripheral equipment, nec • New York

AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”), dated as of October 21, 2002, between XEROX LEASE FUNDING LLC, a Delaware limited liability company (“Borrower”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as lender (“Lender”).

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AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Credit Agreement • February 13th, 2009 • Xerox Corp • Computer peripheral equipment, nec • New York

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among XEROX CORPORATION, a New York corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and Citibank, N.A., as agent (the “Agent”) for the Lenders.

Contract
Agreement of Resignation, Appointment and Acceptance • February 13th, 2009 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 30, 2008 by and among XEROX CORPORATION, a corporation duly organized and existing under the laws of the State of New York (“Issuer”), WILMINGTON TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of Delaware (“Prior Trustee”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Prior Paying Agent, Registrar and Issuing and Paying Agent”) and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York (“Successor Trustee”).

AMENDMENT TO THE AMENDED AND RESTATED SEVERANCE LETTER AGREEMENT PROVIDING CERTAIN BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL
Severance Agreement • February 13th, 2009 • Xerox Corp • Computer peripheral equipment, nec

WHEREAS, Xerox Corporation (the “Company”) has adopted the Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change In Control (the “Agreement”), and

Contract
Agreement of Resignation, Appointment and Acceptance • February 13th, 2009 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 30, 2008 by and among XEROX CORPORATION, a corporation duly organized and existing under the laws of the State of New York (“Issuer”), WILMINGTON TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of Delaware (“Prior Trustee”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Prior Paying Agent, Registrar and Issuing and Paying Agent”) and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York (“Successor Trustee”).

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