UNISYS CORPORATION
8 1/8% Senior Notes due 2006
REGISTERED
No. R-1
CUSIP 909214BF4
If this Note is registered in the name of The Depository Trust
Company, a New York corporation ("DTC"), or its nominee, this Note
may not be transferred except as a whole by DTC to a nominee of
DTC or by a nominee of DTC to DTC or another nominee of DTC or by
DTC or any such nominee to a successor depositary or a nominee of
such successor depositary, unless and until this Note is exchanged
in whole or in part for Notes in definitive form. Unless this
certificate is presented by an authorized representative of DTC to
the Company or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
UNISYS CORPORATION, a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor corporation under the Indenture, as
hereinafter defined), for value received hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of $350,000,000 (THREE HUNDRED FIFTY
MILLION DOLLARS) on June 1, 2006 in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semi-annually on June 1 and
December 1 of each year, commencing December 1, 2001, on said principal sum in
like coin or currency, at the rate per annum specified in the title of this
Note, from the June 1 or December 1, as the case may be, next preceding the
date of this Note to which interest has been paid or duly provided for, unless
the date hereof is a date to which interest has been paid or duly provided
for, in which case from the date of this Note, or unless no interest has been
paid or duly provided for on the Notes, in which case from May 15, 2001, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after any May 15 or
November 15, as the case may be, and before the following June 1 or December
1, this Note shall bear interest from such June 1 or December 1; provided,
however, that if the Company shall default in the payment of interest due on
such June 1 or December 1 then this Note shall bear interest from the next
preceding June 1 or December 1 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on the
Notes, from May 15, 2001. The interest so payable on June 1 or December 1
will be paid to the person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the applicable record
date, which shall be the May 15 or November 15 (whether or not a business day)
next preceding such June 1 or December 1, provided that any such interest not
punctually paid or duly provided for shall be payable as provided in the
Indenture.
Payment of the principal of, and premium, if any, on, this Note
will be made in immediately available funds upon surrender of the Notes at the
corporate trust office of the Trustee. Interest will be paid by check mailed
to the address of the person entitled thereto as it appears in the register
for the Notes on the applicable record date or, at the option of the Company,
by wire transfer to a bank account maintained by such person.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH HEREIN. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
THIS NOTE SHALL BE DEEMED A CONTRACT UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SAID STATE.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to herein by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.
Dated: May 15, 2001
UNISYS CORPORATION
By: /s/ Janet Brutschea Haugen
--------------------------
Name: Janet Brutschea Haugen
Title: Senior Vice President and
Chief Financial Officer
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This one of the Securities
of the series designated herein
and referred to in the
within-mentioned Indenture.
HSBC BANK USA,
as Trustee
By: /s/ Frank J. Godino
----------------------------------
Authorized Officer
UNISYS CORPORATION
8 1/8% Senior Notes due 2006
This Note is one of a duly authorized issue of Securities of the
Company designated as its 8 1/8 % Senior Notes due 2006 (herein called the
"Notes"), issued under an Indenture dated as of May 1, 2001 (the "Indenture")
between the Company and HSBC Bank USA, as trustee (herein called the
"Trustee", which term includes any successor trustee under such Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights,
obligations, duties and immunities thereunder of the Company, the Trustee and
the holders of the Notes and of the terms upon which the Notes are, and are to
be, authenticated and delivered.
If an Event of Default as defined in the Indenture shall have
occurred and be continuing, the principal of and accrued interest on the Notes
of this series may be declared and upon such declaration shall become due and
payable in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66-2/3% in the
principal amount of the Securities at the time outstanding of all series
affected by such supplemental indenture (voting as one class), evidenced as
provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or modifying in any manner
the rights of the holders of the Securities of each such series; provided,
however, that no such supplemental indenture shall (i) extend the final
maturity of any Note, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or make the principal thereof or interest or
premium, if any, thereon payable in any coin or currency other than that
provided in the Notes, or impair or affect the right of the holder of any Note
to institute suit for the payment thereof, or (ii) reduce the aforesaid
percentage of Securities of any such series, the holders of which are required
to consent to any such supplemental indenture, without the consent of the
holders of each Security so affected. It is also provided in the Indenture
that, prior to any declaration accelerating the maturity of the Notes, the
holders of a majority in aggregate principal amount of the Notes at the time
outstanding may on behalf of the holders of all of the Notes waive any past
default or Event of Default under the Indenture and its consequences, except a
default in the payment of interest or any premium on or the principal of any
of the Notes. Any such consent or waiver by the holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon
such holder and upon all future holders and owners of this Note and any Notes
which may be issued in exchange or substitution therefor, irrespective of
whether or not any notation thereof is made upon this Note or such other
Notes.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligations of the Company,
which are absolute and unconditional, to pay the principal of and any premium
and interest on this Note at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.
Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.
The provisions of the Indenture providing for defeasance of (i)
the entire indebtedness of this Note and (ii) certain restrictive covenants
are applicable to the Note.
As set forth in, and subject to, the provisions of the Indenture,
no holder of any Note will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless (i) such holder
shall have previously given to the Trustee written notice of a continuing
Event of Default with respect to this series, (ii) the holders of not less
than 25% in principal amount of the Notes then outstanding shall have made
written request to the Trustee to institute such proceeding in respect of such
Event of Default in its own name as Trustee under the Indenture, (iii) such
holders shall have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such
request, (iv) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity shall have failed to institute any such
proceeding and (v) the Trustee shall not have received from the holders of a
majority in principal amount of the Notes then outstanding direction
inconsistent with such request within such 60-day period; provided, however,
that such limitations do not apply to a suit instituted by the holder of a
Note for the enforcement of payment of the principal of, premium, if any, or
interest on the Note after the respective due date expressed herein.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the register
for the Notes, upon due presentation of this Note for registration of transfer
at the office or agency of the Company in any place where the principal of,
and premium, if any, on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the holder of the Note or his
attorney duly authorized in writing, and thereupon one or more new Notes of
this series of like tenor or authorized denominations and for the same
aggregate principal amount will be issued to the designated transferee or
transferees.
The Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 or any integral multiple thereof.
As provided in the Indenture and subject to certain limitations set forth
therein, Notes of this series are exchangeable for like aggregate principal
amount of Notes of like tenor of a different authorized denomination, as
requested by the holder of the Notes surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this Note is registered as the absolute
owner of the Note for all purposes, whether or not this Note be overdue, and
none of the Company, the Trustee or any such agent shall be affected by notice
to the contrary.
Terms used in this Note and defined in the Indenture are used
herein as therein defined.
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to:
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(Insert assignee's Social Security or Tax I.D. No.)
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(Print or type assignee's name and zip code)
and irrevocably appoint ________________________________________
agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.
Date:_______________________________________