XEROX CORPORATION (a New York corporation) 40,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2003 • Xerox Corp • Computer peripheral equipment, nec • New York
XEROX CORPORATION, as ISSUER, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as TRUSTEEIndenture • June 27th, 2003 • Xerox Corp • Computer peripheral equipment, nec • New York
THIS THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of June 25, 2003, among XEROX CORPORATION, a corporation duly organized and existing under the laws of the State of New York (the “Company”), the Guarantors listed on the signature pages hereto (the “Guarantors”) and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee).
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING dated as of June 25, 2003 by XEROX CORPORATION the Mortgagor, to JPMORGAN CHASE BANK, as Collateral Agent for the Lenders, the Mortgagee Property:...Security Agreement and Fixture Filing • June 27th, 2003 • Xerox Corp • Computer peripheral equipment, nec • New York
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Mortgage”) is dated as of June 25, 2003 by XEROX CORPORATION, a New York corporation, having an address at 800 Long Ridge Road, Stamford, Connecticut 06904 (“Xerox” or the “Mortgagor”), to JPMORGAN CHASE BANK, a New York banking corporation, as Collateral Agent for itself and the other Secured Parties (hereinafter defined) (the “Mortgagee”), having an address at 270 Park Avenue, New York, New York 10017.
GUARANTEE AND SECURITY AGREEMENT dated as of June 25, 2003 among XEROX CORPORATION THE SUBSIDIARY GUARANTORS PARTY HERETO and JPMorgan Chase Bank as Collateral AgentGuarantee and Security Agreement • June 27th, 2003 • Xerox Corp • Computer peripheral equipment, nec • New York
AGREEMENT dated as of June 25, 2003 (the “Agreement”) among XEROX CORPORATION (“Xerox”), the SUBSIDIARY GUARANTORS party hereto and JPMORGAN CHASE BANK, as Collateral Agent (with its successors, the “Collateral Agent”).
CREDIT AGREEMENT dated as of June 19, 2003 among XEROX CORPORATION and THE OVERSEAS BORROWERS PARTY HERETO as Borrowers and THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK as Administrative Agent, Collateral Agent and LC Issuing Bank and DEUTSCHE...Credit Agreement • June 27th, 2003 • Xerox Corp • Computer peripheral equipment, nec • New York
CREDIT AGREEMENT dated as of June 19, 2003 (this “Agreement”) among XEROX CORPORATION, a New York corporation (“Xerox”), the Overseas Borrowers from time to time party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, as Administrative Agent, Collateral Agent and LC Issuing Bank, DEUTSCHE BANK SECURITIES, INC., as Syndication Agent and CITICORP NORTH AMERICA, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Co-Documentation Agents.
FORM OF NOTE GUARANTEEForm of Note Guarantee • June 27th, 2003 • Xerox Corp • Computer peripheral equipment, nec
Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, to the extent set forth in the First Supplemental Indenture dated as of June [ ], 2003, by and between Xerox Corporation, as issuer, the Guarantors and Wells Fargo Bank Minnesota, National Association, as Trustee, to the Indenture, dated as of June 25, 2003 between the Company and the Trustee (the “Base Indenture” and as supplemented by the Supplemental Indenture, the “Indenture”), and subject to the provisions of the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the applicable series of Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Holders of the applicable series
XEROX CORPORATION, as ISSUER, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as TRUSTEEThird Supplemental Indenture • June 27th, 2003 • Xerox Corp • Computer peripheral equipment, nec • New York
THIS THIRD SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of June 25, 2003, among XEROX CORPORATION, a corporation duly organized and existing under the laws of the State of New York (the “Company”), the Guarantors listed on the signature pages hereto (the “Guarantors”) and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee).
LINE OF CREDIT DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING dated as of June 25, 2003 by XEROX CORPORATION the Grantor to FIRST AMERICAN TITLE INSURANCE COMPANY as Trustee for the benefit of...Security Agreement and Fixture Filing • June 27th, 2003 • Xerox Corp • Computer peripheral equipment, nec • Oregon
THIS LINE OF CREDIT DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is dated as of June 25, 2003 by XEROX CORPORATION, a New York corporation, having an address at 800 Long Ridge Road, Stamford, Connecticut 06904 (“Xerox” or the “Grantor”), to FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation (the “Trustee”), for the benefit of JPMORGAN CHASE BANK, a New York banking corporation, as Collateral Agent for itself and the other Secured Parties (hereinafter defined) (the “Beneficiary”), having an address at 270 Park Avenue, New York, NY 10017.
