XRX Xerox Holdings Corporation

On May 22, 2023, Xerox Corporation (“Xerox”), as borrower, and its parent company, Xerox Holdings Corporation (the “Company”), entered into an asset-based revolving credit agreement (the “Credit Agreement”) with Citibank, N.A., as administrative agent and collateral agent (the “Agent”), and the lenders and issuing banks party thereto, providing for an asset-based, senior secured revolving credit facility (the “ABL”) of up to $300.0 million.

Under the ABL, Xerox may borrow up to the lesser of (x) $300.0 million and (y) a borrowing base calculated based on working capital amounts of the Loan Parties (as defined below) as set forth in the Credit Agreement, as well as an uncommitted accordion feature that allows the Company to increase the ABL by a total of up to $250.0 million, subject to obtaining additional commitments from existing lenders or new lending institutions. The ABL includes a $100.0 million letter of credit subfacility. Xerox’s borrowings under the ABL are supported by guarantees from the Company and certain of its Canadian and UK subsidiaries, and by security interests in substantially all of the working capital assets of Xerox, the Company, and such Canadian and UK subsidiaries (such subsidiaries, together with Xerox and any other borrowers under the Credit Agreement from time to time, the “Loan Parties”).

At Xerox’s election, the loans under the ABL will bear interest at either (1) a fluctuating rate per annum equal to the highest of (A) Citibank’s base rate, (B) a rate of 0.5% in excess of the “NYFRB” rate, and (C) a rate of 1.0% in excess Term SOFR, provided that such fluctuating rate shall not be less than 0.0%, in each case plus an applicable margin (the loans bearing interest at such fluctuating rate, “ABR Loans”), or period or (as agreed to by the Agent and the Lenders) such other period, as selected by the Company, per annum Term SOFR (plus a 0.10% credit spread adjustment), provided that such rate shall not be less than 0.0%, plus an applicable margin (the loans bearing interest at such rate “Term SOFR Loans”). The applicable margin for ABR Loans, through the quarterly reporting for the fiscal quarter ending December 31, 2023, is 1.0% per annum, and thereafter varies from 0.5% to 1.0% depending on the Company’s average excess availability. The applicable margin for Term SOFR Loans, through the quarterly reporting for the fiscal quarter ending December 31, 2023, is 2.0% per annum, and thereafter varies from 1.5% to 2.0% depending on the Company’s average excess availability. Principal is payable in full at maturity on May 22, 2028, and there are no scheduled principal payments prior to maturity.

If an event of default occurs under the ABL, the entire principal amount outstanding thereunder, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable, subject, in certain instances, to the expiration of applicable cure periods.

The ABL requires the Company to comply with a springing fixed charge coverage ratio measured as of the end of each fiscal quarter during which excess availability is less than an amount equal to the greater of (A) $22.5 million and (B) 10% of the Line Cap. The ABL also contains negative covenants governing dividends, investments, indebtedness, and other matters customary for similar facilities.

The foregoing description of the ABL 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 10.1 to this Current Report on Form and incorporated herein by reference.