UNISYS CORPORATION
7 1/4% Senior Notes due 2005
REGISTERED
No. R-1
CUSIP 909214BG2
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 $150,000,000 (ONE HUNDRED FIFTY
MILLION DOLLARS) on January 15, 2005 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
January 15 and July 15 of each year, commencing July 15, 2002, on said
principal sum in like coin or currency, at the rate per annum specified in the
title of this Note, from the January 15 or July 15, 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 December 19, 2001, until payment of said principal sum has been made or
duly provided for. Notwithstanding the foregoing, if the date hereof is after
any January 1 or July 1, as the case may be, and before the following
January 15 or July 15, this Note shall bear interest from such January 15 or
July 15; provided, however, that if the Company shall default in the payment
of interest due on such January 15 or July 15 then this Note shall bear
interest from the next preceding January 15 or July 15 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 December 19, 2001. The interest so payable on
January 15 or July 15 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 January 1 or July 1 (whether or
not a business day) next preceding such January 15 or July 15, 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: December 19, 2001
UNISYS CORPORATION
By:
--------------------------
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: __________________________
Authorized Officer
UNISYS CORPORATION
7 1/4% Senior Notes due 2005
This Note is one of a duly authorized issue of Securities of the Company
designated as its 7 1/4% Senior Notes due 2005 (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.
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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: