Item 1.01. Entry into a Material Definitive Agreement.


On July 31, 2020, Xerox Corporation (the "Xerox Corp.") and its parent company,
Xerox Holdings Corporation (the "Company"), entered into Amendment No. 3 to
Credit Agreement (the "Amendment") with Citibank, N.A., as administrative agent
(the "Administrative Agent"), and the lenders party thereto. The Amendment
amended the Amended and Restated Credit Agreement, dated as of August 9, 2017
(the "Credit Agreement"), by and among Xerox Corp., the lenders party thereto
from time to time, the Administrative Agent and other parties named therein.
Among other things, the Amendment, which became effective on July 31, 2020,
modified the financial covenants in the Credit Agreement to require that, during
a specified covenant modification period (which begins on the effective date of
the Amendment and ends on the earlier of (1) December 31, 2021 and (2) the date
on which Xerox Corp. delivers a written notice to the Administrative Agent
electing to end such period (the "Financial Covenant Modification Period"),
Xerox Corp. must maintain unrestricted cash (as defined in the Amendment) in an
amount not less than $1.0 billion. Further, the Amendment relaxed the financial
maintenance leverage covenant in the Credit Agreement by requiring that, during
the Financial Covenant Modification Period, Xerox Corp. maintain a ratio of net
debt for borrowed money to consolidated EBITDA of not greater than 4.25:1.00
(with a cap on cash netting of $1.75 billion), in lieu of the 4.25:1.00 total
debt for borrowed money to consolidated EBITDA ratio requirement applicable
prior to the Amendment.
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.




On August 3, 2020, the Company issued a press release announcing the
commencement of a senior notes offering. The press release is attached as
Exhibit 99.1 to this Current Report on Form
8-K
and filed pursuant to and in accordance with Rule 135c under the Securities Act
of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.                                    Description

 4.1          Amendment No. 3 to Credit Agreement, dated as of July 31, 2020,
            among Xerox Corporation, Xerox Holdings Corporation, certain Lenders
            signatory thereto, and Citibank, N.A., as administrative agent.

99.1          Press release dated August 3, 2020 announcing the senior notes
            offering

104         Cover Page Interactive Data File (the cover page tags are embedded
            within the Inline XBRL document)

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