UNISYS CORPORATION
6 7/8% Senior Notes due 2010
REGISTERED
No. R-1
CUSIP 909214 BH 0
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 $300,000,000 (THREE
HUNDRED MILLION DOLLARS) on March 15, 2010 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
March 15 and September 15 of each year, commencing September 15, 2003, on said
principal sum in like coin or currency, at the rate per annum specified in the
title of this Note, from the March 15 or September 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
March 17, 2003, until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after any
March 1 or September 1, as the case may be, and before the following March 15
or September 15, this Note shall bear interest from such March 15 or September
15; provided, however, that if the Company shall default in the payment of
interest due on such March 15 or September 15 then this Note shall bear
interest from the next preceding March 15 or September 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 March 17, 2003. The interest so payable on
March 15 or September 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 March 1 or September 1
(whether or not a business day) next preceding such March 15 or September
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: March 17, 2003 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
6 7/8% Senior Notes due 2010
This Note is one of a duly authorized issue of Securities of the
Company designated as its 6 7/8% Senior Notes due 2010 (herein called the
"Notes"), issued under an Indenture dated as of March 1, 2003 (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 a majority in
aggregate 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:
(Insert assignee's Social Security or Tax I.D. No.)
(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: