TERMS AGREEMENT March 12, 2003 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 and for their respective accounts, we offer...Terms Agreement • March 17th, 2003 • Unisys Corp • Services-computer integrated systems design
On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, 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. 333-85650) and Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-51885) (the "Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated March 1, 2003, between the Company and HSBC Bank USA, as Trustee, on the following terms:
Exhibit 4 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT, dated as of December 7, 2000, to the Rights Agreement, dated as of March 7, 1986 (the "Rights Agreement"), between Unisys Corporation, a Delaware corporation (then named Burroughs Corporation)...Rights Agreement • December 21st, 2000 • Unisys Corp • Computer & office equipment • Delaware
UNISYS CORPORATION The Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan Restricted Stock Unit Agreement Unisys Corporation, a Delaware corporation (the "Company" or "Unisys"), hereby grants to the participant named below (the...Unisys Corp • May 1st, 2006 • Services-computer integrated systems design
UNISYS CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 15, 2016 5.50% Convertible Senior Notes due 2021Indenture • March 15th, 2016 • Unisys Corp • Services-computer integrated systems design • New York
INDENTURE dated as of March 15, 2016 between Unisys Corporation, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and Wells Fargo Bank, National Association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
ANDIndenture • April 5th, 2002 • Unisys Corp • Services-computer integrated systems design
AMENDMENT NO. 1 Dated as of June 2, 2023 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 29, 2020Credit Agreement • August 2nd, 2023 • Unisys Corp • Services-computer integrated systems design • New York
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of June 2, 2023 by and among Unisys Corporation, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto (collectively with the Borrower, the “Loan Parties”), the financial institution listed on the signature pages hereof (the “Lenders”), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of October 29, 2020 by and among the Borrower, the Loan Parties from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as in effect immediately prior to giving effect to this Amendment, “Existing Credit Agreement”, and as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreem
1 UNISYS CORPORATION 8-1/4% Convertible Subordinated Notes Standby AgreementUnisys Corp • October 8th, 1997 • Computer & office equipment • New York
UNISYS CORPORATIONIndenture • March 7th, 1996 • Unisys Corp • Computer & office equipment • New York
April 8, 2016Unisys Corp • April 13th, 2016 • Services-computer integrated systems design
The definitions and provisions contained in the definitions and provisions of the 2006 ISDA Definitions (including the Annex thereto) (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern, and in the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Indenture dated as of March 15, 2016 between Counterparty and Wells Fargo Bank, National Association, as trustee (the “Indenture”) relating to the 5.50% Convertible Senior Notes due 2021 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “C
ANDIndenture • May 15th, 2001 • Unisys Corp • Services-computer integrated systems design
UNDERWRITING AGREEMENT BASIC PROVISIONSTerms Agreement • April 5th, 2002 • Unisys Corp • Services-computer integrated systems design • Delaware
1 EXHIBIT (c)(3) FORM OF INFORMATION AGENT AGREEMENTLetter of Agreement • November 7th, 1997 • Unisys Corp • Computer & office equipment
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2009 • Unisys Corp • Services-computer integrated systems design • Delaware
AGREEMENT by and between Unisys Corporation, a Delaware corporation (the “Company”) and [NAME] (the “Executive”), dated as of December , 2008.
a) certificates for 2006 Notes (whether physically delivered or delivered pursuant to the procedure for book-entry transfer set forth in the section of the Offer of Premium entitled "The Conversion Offer -- Procedures for Acceptance of Conversion...Unisys Corp • November 7th, 1997 • Computer & office equipment • New York
CREDIT AGREEMENT Dated as of June 23, 2011 by and among UNISYS CORPORATION as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORATION, for itself, as a Lender and Swingline Lender and as...Credit Agreement • February 29th, 2016 • Unisys Corp • Services-computer integrated systems design • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of June 23, 2011, by and among Unisys Corporation, a Delaware corporation (“Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Wells Fargo Capital Finance, LLC, as Documentation Agent, Citibank, N.A., as Syndication Agent, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender), and such Lenders.
INDENTURE Dated as of April 17, 2017 Among UNISYS CORPORATION, THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Trustee 10.750% SENIOR SECURED NOTES DUE 2022Indenture • April 17th, 2017 • Unisys Corp • Services-computer integrated systems design • New York
UNISYS CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 12 3/4% SENIOR SECURED NOTES DUE 2014Unisys Corp • August 3rd, 2009 • Services-computer integrated systems design • New York
INDENTURE dated as of July 31, 2009 among Unisys Corporation, a Delaware corporation, the Guarantors (as defined herein) and Deutsche Bank Trust Company Americas, as trustee.
July 2, 1997 Mr. James A. Unruh Chairman and Chief Executive Officer Unisys Corporation P. O. Box 500 Blue Bell, PA 19424 Dear Jim: You are presently employed by Unisys Corporation (the "Corporation") as Chairman of the Board and Chief Executive...Letter Agreement • November 7th, 1997 • Unisys Corp • Computer & office equipment
UNISYS CORPORATION ("Company") Debt Securities TERMS AGREEMENTSecurities Terms Agreement • September 14th, 2005 • Unisys Corp • Services-computer integrated systems design
Dear Sirs: On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, 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. 333-85650) (the "Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated as of March 1, 2003, between the Company and HSBC Bank USA, National Association as Trustee (successor to HSBC Bank USA), on the following terms:
EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2014 • Unisys Corp • Services-computer integrated systems design • Delaware
The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board is causi
TAX ASSET PROTECTION PLAN dated as of February 5, 2020 between UNISYS CORPORATION and COMPUTERSHARE INC. as Rights AgentTax Asset Protection Plan • February 6th, 2020 • Unisys Corp • Services-computer integrated systems design • New York
TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of February 5, 2020, between Unisys Corporation, a Delaware corporation (including any successor hereunder, the “Company”), and Computershare Inc., a Delaware Corporation, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
November 7, 1997 PERSONAL & CONFIDENTIAL Unisys Corporation Township Line & Union Meeting Roads Blue Bell, PA 19424-001 Attention: Mr. Angus F. Smith Vice President & Treasurer Gentlemen: This letter confirms the agreement (the "Agreement") between...Unisys Corp • November 7th, 1997 • Computer & office equipment • New York
In order for the Award provided hereunder to become effective, this Agreement must be accepted electronically by Grantee within thirty (30) days of receipt. In the event that this Agreement is not accepted electronically by Grantee within this time...Restricted Stock Unit Agreement • March 1st, 2023 • Unisys Corp • Services-computer integrated systems design
UNISYS CORPORATION Securities UNDERWRITING AGREEMENT BASIC PROVISIONS February 2015Terms Agreement • February 23rd, 2015 • Unisys Corp • Services-computer integrated systems design • New York
UNISYS CORPORATION PLAN YEAR Long-Term Incentive and Equity Compensation Plan Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 29th, 2016 • Unisys Corp • Services-computer integrated systems design • Pennsylvania
In order for the Award provided hereunder to become effective, this Agreement must be accepted electronically by Grantee within thirty (30) days of receipt. In the event that this Agreement is not accepted electronically by Grantee within this time...Award Agreement • March 1st, 2023 • Unisys Corp • Services-computer integrated systems design
EMPLOYMENT AGREEMENT AGREEMENT by and between Unisys Corporation, a Delaware corporation (the "Company") and J. Edward Coleman (the "Executive"), dated as of October 7, 2008. The Board of Directors of the Company (the "Board"), has determined that it...Employment Agreement • October 8th, 2008 • Unisys Corp • Services-computer integrated systems design • Delaware
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Wells Fargo Bank, National Association (“Dealer”) and Unisys Corporation (“Counterparty”) as of the...Unisys Corp • April 13th, 2016 • Services-computer integrated systems design
The definitions and provisions contained in the definitions and provisions of the 2006 ISDA Definitions (including the Annex thereto) (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern, and in the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Indenture dated as of March 15, 2016 between Counterparty and Wells Fargo Bank, National Association, as trustee (the “Indenture”) relating to the 5.50% Convertible Senior Notes due 2021 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “C
UNISYS CORPORATION Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 6th, 2021 • Unisys Corp • Services-computer integrated systems design • Pennsylvania
UNISYS CORPORATION Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • February 23rd, 2015 • Unisys Corp • Services-computer integrated systems design
ASSET PURCHASE AGREEMENT between Unisys Corporation and Science Applications International Corporation Dated as of February 5, 2020Asset Purchase Agreement • February 6th, 2020 • Unisys Corp • Services-computer integrated systems design • Delaware
THIS ASSET PURCHASE AGREEMENT (including the schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of February 5, 2020 (the “Execution Date”), is made by and between Science Applications International Corporation, a Delaware corporation (“Buyer”), and Unisys Corporation, a Delaware corporation (“Seller”). All of the signatories to this Agreement are collectively referred to as the “Parties” and individually as a “Party.”
SCHEDULE 5.1 — GENERAL INFORMATION SCHEDULE 5.2 — COLLATERAL IDENTIFICATION SCHEDULE 5.4 — FINANCING STATEMENTS SCHEDULE 5.7 — INTELLECTUAL PROPERTY LEGAL PROCEEDINGS EXHIBIT A — PLEDGE SUPPLEMENT EXHIBIT B — TRADEMARK SECURITY AGREEMENT EXHIBIT C —...Patent Security Agreement • August 3rd, 2009 • Unisys Corp • Services-computer integrated systems design • New York
This PRIORITY LIEN PLEDGE AND SECURITY AGREEMENT, dated as of July 31, 2009 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and the Collateral Trust Agreement referred to below, this “Agreement”), among Unisys Corporation (the “Company”) and each of the subsidiary guarantors party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”) and Deutsche Bank Trust Company Americas, as collateral trustee for the Secured Parties (as herein defined) (in such capacity as collateral trustee, together with its successors and permitted assigns, the “Collateral Trustee”).
ARTICLE I DEFINITIONS AND INTERPRETATION......................................... 1 SECTION 1.1 DEFINITIONS AND INTERPRETATION.................................... 1 ARTICLE II TRUST INDENTURE....................................................... 4...Preferred Securities Guarantee Agreement • April 5th, 2002 • Unisys Corp • Services-computer integrated systems design • New York
Trust Indenture Indenture Act Section Section --------------- --------- 310 (a)(1) 6.9 (a)(2) 6.9 (a)(3) N.A. (a)(4) N.A. (a)(5) 6.9 (b) 6.8 (c) N.A. 311 (a) 6.13(a) (b) 6.13(b) (c) N.A. 312 (a) 4.1, 4.2(a) (b) 4.2(b) (c) 4.2(c) 313 (a) 4.4(a) (b)(1)...Indenture • May 5th, 1998 • Unisys Corp • Computer & office equipment
January 2, 2008 Mr. Joseph W. McGrath c/o Unisys Corporation Unisys Way Blue Bell, Pennsylvania 19424 Dear Mr. McGrath: You are presently employed by Unisys Corporation (the "Corporation" or "Unisys") as President and Chief Executive Officer. The...Unisys Corp • January 3rd, 2008 • Services-computer integrated systems design • Pennsylvania
