AMENDMENT NO. 2 TO THE CREDIT AGREEMENT

Exhibit 4(g)(3)

EXECUTION COPY

AMENDMENT NO. 2 TO THE

CREDIT AGREEMENT

Dated as of April 23, 2009

AMENDMENT NO. 2 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.

PRELIMINARY STATEMENTS:

(1) The Borrower, the Lenders and the Agent have entered into an Amended and Restated Credit Agreement dated as of April 30, 2007, as amended by Amendment No. 1 dated as of October 27, 2008 (the “ Credit Agreement ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2) The Borrower and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

SECTION 1. Amendments to Credit Agreement . The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

(a) The definitions of “ Applicable Margin ” and “ Applicable Percentage ” in Section 1.01 are amended in full to read as follows:

“ Applicable Margin ” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

“ Applicable Percentage ” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

(b) Section 1.01 is amended by deleting the definitions of “Applicable Utilization Fee” and “Usage” in full.

(c) Section 1.01 is amended by inserting the following new defined term in the appropriate alphabetical order therein:

“ Second Amendment Effective Date ” means April 23, 2009.

(d) Section 1.03 is amended by adding to the end thereof a new sentence to read as follows:

Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 133 and 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein.

(e) Section 2.04(b) is amended by deleting the phrase “plus (y) the Applicable Utilization Fee, if applicable” and substituting therefor “plus (y) [reserved]”.

(f) Section 2.07(a)(i) is amended by deleting the phrase “plus (y) the Applicable Utilization Fee, if applicable” and substituting therefor “plus (y) the Applicable Margin in effect from time to time”.

(g) Section 2.07(a)(ii) is amended by deleting the phrase “plus (z) the Applicable Utilization Fee, if applicable”.

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(h) Section 3.03(a)(iii) is amended in full to read as follows:

(iii) the Company’s ratio of Debt for Borrowed Money, after giving effect to such Borrowing or issuance, to Consolidated EBITDA for the period of four Fiscal Quarters most recently ended for which final financial statements are available (x) for any date before and including the date on which the Company’s financial statements for the fiscal quarter ending June 30, 2010 are available shall not be greater than 4.25:1 and (y) for any date thereafter shall not be greater than 3.75:1.

(i) A new Section 5.01 (k) is added to read as follows:

(k) Covenant to Maintain Receivables Unencumbered . Maintain an aggregate amount of Receivables of the Company and/or its Domestic Subsidiaries that are not encumbered by Liens (other than Permitted Liens) that is equal to at least 150% of the sum of (i) aggregate principal amount of the Advances outstanding on a given date plus (ii) the Available Amount of Letters of Credit Outstanding on such date minus the amount on deposit in the L/C Cash Deposit Account on such date, the aggregate amount of such unencumbered Receivables to be determined by reference to the financial statements most recently delivered by the Company pursuant to Section 5.01(i).

(j) A new Section 5.02(h) is added to read as follows:

(h) Negative Pledge . Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any Receivables of the Company or any of its Domestic Subsidiaries except (a) agreements in favor of the Agent and the Lenders; (b) prohibitions or conditions under (i) the Amended and Restated Program Agreement dated as of October 27, 2005 (the “ Program Agreement ”) among General Electric Capital Corporation (“ GECC ”), the Company, Xerox Lease Funding LLC (“ XLF ”) and Xerox Lease Equipment LLC, (ii) the Amended and Restated Loan Agreement dated as of October 21, 2002 (the “ Loan Agreement ”) between XLF and GECC, in each case as from time to time amended, and other agreements related to the Program Agreement and/or Loan Agreement, and (iii) other agreements in existence as of the Second Amendment Effective Date governing any Debt (the “ Existing Agreements ”), or any future agreement, or any amendment, amendment and restatement, modification or other supplement of any Existing Agreement so long as such prohibition or condition is no more restrictive in any material respect than the most restrictive prohibition or condition of any Existing Agreement entered into after June 1, 2003; and (c) prohibitions or conditions under other agreements so long as such other agreements permit an amount of Receivables at least equal to the aggregate amount of unencumbered Receivables required to be maintained pursuant to Section 5.01(k) to be granted as security for the obligations under this Agreement.

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(k) Section 5.03(a) is amended in full to read as follows:

(a) Leverage Ratio . Maintain a ratio of Debt for Borrowed Money as of the end of such Fiscal Quarter to Consolidated EBITDA (i) for each period of four Fiscal Quarters ending on or before June 30, 2010 of not greater than 4.25:1 and (ii) for each period of four Fiscal Quarters ending thereafter of not greater than 3.75:1.

(l) Section 6.01(c)(i) is amended by inserting the phrase “(except for with respect to Section 5.02(h))” immediately after the phrase “5.02” contained therein.

(m) Section 6.01(c) is amended by deleting the “or (iii)” after the phrase “any Lender” and substituting in lieu thereof a “(iii) the Company shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(k) or 5.02(h) if such failure shall remain unremedied for 15 days after written notice thereof shall have been given to the Company by the Agent at the request of any Lender, or (iv)”.

SECTION 2. Conditions of Effectiveness . This Amendment shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Am