UNISYS CORPORATION
("Company")
Debt Securities
TERMS AGREEMENT
December 14, 2001
Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424
Attention: Vice President and Treasurer
Dear Sirs:
On behalf of the several Underwriters named in Schedule A hereto (the
"Underwriters") and for their respective accounts, Salomon Smith Barney, Inc.
("Salomon Smith Barney") offers to purchase, on and subject to the terms and
conditions of the Underwriting Agreement Basic Provisions filed as an exhibit
to the Company's registration statement on Form S-3 (No. 333-51885), Post-
Effective Amendment No. 1 to Registration Statement on Form S-3
(No. 333-20373) and Post-Effective Amendment No. 1 to Registration Statement
on Form S-3 (No. 33-25715) ("Underwriting Agreement"), the following
securities ("Securities") to be issued under an indenture, dated May 1, 2001,
between the Company and HSBC Bank USA, as Trustee,
on the following terms:
Title: 7-1/4% Senior Notes Due 2005
Principal Amount: $150,000,000
Interest: 7-1/4% per annum, payable semiannually on January 15 and July 15,
commencing July 15, 2002, to holders of record on the preceding January 1 or
July 1, as the case may be.
Maturity: January 15, 2005
Optional Redemption: None
Sinking Fund: None
Delayed Delivery contracts: None
Purchase Price: 97.833% of principal amount, plus accrued interest, if any,
from December 19, 2001.
Expected Reoffering Price: 97.981% of principal amount, plus accrued interest,
if any, from December 19, 2001, subject to change by the undersigned.
Closing Date: 10:00 a.m. on December 19, 2001, at the offices of Simpson
Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017.
Settlement: Federal (same-day) funds.
Names and Address of Salomon Smith Barney:
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
The respective principal amounts of the Securities to be purchased by each of
the Underwriters are set forth opposite their names in Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
The Securities will be made available for checking and packaging at the office
of Simpson Thacher & Bartlett at least 24 hours prior to the Closing Date.
Please signify your acceptance of our offer by signing the enclosed response in
the space provided and returning it to us.
Very truly yours,
SALOMON SMITH BARNEY INC.,
on behalf of itself and the other Underwriters
By: /s/ Kevin M. Sisson
-------------------
Name: Kevin M. Sisson
Title: Vice President
To: Salomon Smith Barney Inc.
We accept the offer contained in your letter, dated December 14, 2001,
relating to $150,000,000 principal amount of our 7-1/4% Senior Notes
Due 2005. We also confirm that, to the best of our knowledge after reasonable
investigation, the representations and warranties of the undersigned in the
Underwriting Agreement filed as an exhibit to the undersigned's registration
statement on Form S-3 (No. 333-51885), Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (No. 333-20373) and Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 (No. 33-25715)
("Underwriting Agreement") are true and correct, no stop order suspending the
effectiveness of the Registration Statement (as defined in the Underwriting
Agreement) or of any part thereof has been issued and no proceedings for that
purpose have been instituted or, to the knowledge of the undersigned, are
contemplated by the Securities and Exchange Commission and, subsequent to the
respective dates of the most recent financial statements in the Prospectus (as
defined in the Underwriting Agreement), there has been (or in the case of a
form of prospectus filed pursuant to Rule 424(b)(1) or (4) there will be,
as of the date of such prospectus) no material adverse change in the financial
position or results of operations of the undersigned and its subsidiaries
except as set forth in or contemplated by the Prospectus.
Very truly yours,
UNISYS CORPORATION
By: Scott A. Battersby
------------------
Name: Scot A. Battersby
Title: Vice President and Treasurer
SCHEDULE A
Underwriters Principal Amount of
7-1/4% Senior Notes
to be Purchased
Salomon Smith Barney Inc. $75,000,000
Banc of America Securities LLC 22,500,000
BNY Capital Markets, Inc. 7,500,000
Deutsche Banc Alex. Brown Inc. 7,500,000
First Union Securities, Inc. 7,500,000
Fleet Securities, Inc. 7,500,000
HSBC Securities (USA) Inc. 7,500,000
PNC Capital Markets, Inc. 7,500,000
The Royal Bank of Scotland plc 7,500,000
-----------
Total $150,000,000
===========