UNISYS CORPORATION
("Company")
Debt Securities
TERMS AGREEMENT
---------------
October 1, 1996
Unisys Corporation
Township Line and Union Meeting Roads
Blue Bell, Pennsylvania 19424
Attention: Vice President and Treasurer
Ladies and Gentlemen:
We offer 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.
333-08933 and Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (No. 33-64396)) (the "Underwriting Agreement"),
the following securities ("Securities") to be issued under the
Indenture, dated as of August 6, 1992, between the Company and Bank
One Columbus, NA, as trustee (the "Trustee"), as supplemented by the
Third Supplemental Indenture, dated as of October 4, 1996, on the
following terms:
Title: 11-3/4% Senior Notes due 2004
Principal Amount: $425,000,000
Interest: 11-3/4% per annum, payable semiannually on each April
15 and October 15, commencing April 15, 1997, to holders of record of
the Securities at the close of business on the preceding April 1 or
October 1, as the case may be.
Maturity: October 15, 2004
Optional Redemption: The Notes may not be redeemed prior to
October 15, 2001, on and after which date, the Notes may be redeemed
at the option of the Company as a whole, or from time to time in part,
in multiples of $1,000 only, on any date prior to maturity, upon
mailing a notice of such redemption not less than 30 nor more than 60
days prior to the date fixed for redemption to the holders of the
Notes to be redeemed, at the following redemption prices (expressed in
percentages of the principal amount) together, in each case, with
accrued interest to the date fixed for redemption. If redeemed during
the 12-month period beginning October 15:
Year Percentage
---- ----------
2001 103.917%
2002 101.958%
2003 100.000%
; provided that if the date fixed for redemption is October 15 or
April 15, then the interest payable on such date shall be paid to the
holder of record on the preceding October 1 or April 1.
Sinking Fund: None
Delayed Delivery contracts: None
Purchase Price: 100% of principal amount, plus accrued interest,
if any, from October 4, 1996
Expected Reoffering Price: 97.5% of principal amount, plus
accrued interest, if any, from October 4, 1996
Closing Date: 10:00 a.m., New York City time, on October 4, 1996
(or at such other time and date as we shall agree), at the offices of
Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York
10017
Settlement: Federal (same-day) funds
Name and Address of Representative:
----------------------------------
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, NY 10167
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. All securities will be issued in the name
of Cede & Co., as nominee of The Depository Trust Company in book-
entry form.
It is understood that we may, with your consent, amend this
offer to add additional Underwriters and reduce the aggregate
principal amount to be purchased by the Underwriters listed in
Schedule A hereto by the aggregate principal amount to be purchased by
such additional Underwriters.
The provisions of the Underwriting Agreement are
incorporated herein by reference.
The Securities will be made available for checking at the
offices of Simpson Thacher & Bartlett at least 24 hours prior to the
Closing Date.
Please signify your acceptance of our offer by signing the
enclosed copy of this Terms Agreement in the space provided and
returning it to us.
Very truly yours,
BEAR, STEARNS & CO. INC.
BT SECURITIES CORPORATION
By: BEAR, STEARNS & CO. INC.
By: ________________________
Name:
Title:
Agreed and Accepted:
UNISYS CORPORATION
By: ________________________
Name:
Title:
SCHEDULE A
Underwriters Principal Amount
------------ ----------------
Bear, Stearns & Co. Inc. $318,750,000
BT Securities Corporation $106,250,000
Total $425,000,000
============