Xerox Renegotiates US$7B Revolving Line of Credit

Xerox Corporation and its subsidiaries successfully renegotiated on June 21, 2002, its US$7 billion revolving line of credit. Xerox has repaid US$2.8 billion of the revolver and extended the maturity date for the remaining US$4.2 billion. In connection with the renegotiation Xerox Canada Capital Ltd., a wholly owned subsidiary of Xerox Corporation, reduced its loans from US$500 million to US$300 million, all of which it has on loan to Xerox Canada Inc. As of September 3, 2002, the Xerox Capital Canada Ltd. loan has been guaranteed by Xerox Canada Inc., Xerox Canada Ltd. and Xerox Canada Finance Inc. and, in certain circumstances, those guarantees will be secured.

In Canada, the Xerox Canada Inc. legal team was led in-house by Dorothy Quann, vice-president, general counsel and secretary, and included David Salomon, Roxanne McCormick and David Coultice (business) and Murray Braithwaite (research) of Fasken Martineau DuMoulin LLP in Toronto. In the U.S., the Xerox Corporation legal team was led by in-house counsel Martin Wagner and Samuel Lee, and included John Butler, Jr., Lawrence Frishman, Patrick Creaven, Aparna Sule, Ron Leinen, Nada Payne and Trent Jones of Skadden, Arps, Slate, Meagher & Flom LLP.

Bank One, NA acted as administrative and collateral agent for the syndicate of lenders advancing funds under the renegotiated credit facility. JPMorgan Chase Bank acted as documentation agent and Citibank, N.A. acted as syndication agent. The agents were represented in Canada by McMillan Binch LLP, with a team led by Tim Baron (banking) and Todd Miller (tax), and assisted by Chris Bennett and Shahen Mirakian (banking) and Todd Miller and Laura Stoddard (tax). The agents were represented in the U.S. by John Fouhey, Joseph Hadley, Bill Weigel, Sue Kennedy, Holly Strutt, Bo Li, Jonathan Todres, Michelle Jacklin and Joanna Mork of Davis Polk & Wardwell.