UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • April 5th, 2002 • Unisys Corp • Services-computer integrated systems design • Delaware
UNISYS CORPORATION ("Company") Debt Securities TERMS AGREEMENT ---------------Terms Agreement • January 30th, 1998 • Unisys Corp • Computer & office equipment
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. 333-20373 and Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-08933)) (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, NA, as trustee (the "Trustee"), as supplemented by the Fourth Supplemental Indenture, dated as of January 30, 1998, 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
ANDIndenture • April 5th, 2002 • Unisys Corp • Services-computer integrated systems design
ANDIndenture • May 15th, 2001 • Unisys Corp • 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).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 29, 2020 and amended as of June 2, 2023 and as of October 28, 2024 among UNISYS CORPORATION The Lenders Party Hereto and BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A.,...Credit Agreement • October 30th, 2024 • Unisys Corp • Services-computer integrated systems design • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 29, 2020 and amended as of June 2, 2023 (as it may be amended or modified from time to time, this “Agreement”) among UNISYS CORPORATION, as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
April 8, 2016Call Option Transaction • April 13th, 2016 • Unisys Corp • 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
Date: March 9, 2016 To: Unisys Corporation 801 Lakeview Drive, Suite 100 Blue Bell, Pennsylvania 19422 Attention: Scott Battersby, Vice President & Treasurer Phone: 215 986 2600 Fax: 215 986 4132 From: Wells Fargo Bank, National AssociationBase Call Option Transaction • March 15th, 2016 • Unisys Corp • Services-computer integrated systems design
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 Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
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...Restricted Stock Unit Agreement • May 1st, 2006 • Unisys Corp • Services-computer integrated systems design
UNISYS CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 12 3/4% SENIOR SECURED NOTES DUE 2014Indenture • August 3rd, 2009 • Unisys Corp • 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.
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.
1 EXHIBIT (c)(3) FORM OF INFORMATION AGENT AGREEMENTInformation Agent Agreement • November 7th, 1997 • Unisys Corp • Computer & office equipment
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.
UNISYS CORPORATION ("Company") Debt Securities TERMS AGREEMENTDebt Securities 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:
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...Employment Agreement • November 7th, 1997 • Unisys Corp • Computer & office equipment
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
March 9, 2016Base Call Option Transaction • March 15th, 2016 • Unisys Corp • Services-computer integrated systems design
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Unisys Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
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).
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
1 UNISYS CORPORATION 8-1/4% Convertible Subordinated Notes Standby AgreementStandby Agreement • October 8th, 1997 • Unisys Corp • Computer & office equipment • New York
UNISYS CORPORATIONFirst Supplemental Indenture • March 7th, 1996 • Unisys Corp • Computer & office equipment • New York
UNISYS CORPORATION Securities UNDERWRITING AGREEMENT BASIC PROVISIONS February 2015Underwriting Agreement • February 23rd, 2015 • Unisys Corp • Services-computer integrated systems design • New York
INDENTURE DATED AS OF JULY 31, 2009 DEUTSCHE BANK TRUST COMPANY AMERICAS TRUSTEEIndenture • October 30th, 2009 • 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
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...Call Option Transaction • April 13th, 2016 • Unisys Corp • 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 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.”
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...Profit-Based Cash Award Agreement • March 1st, 2023 • Unisys Corp • Services-computer integrated systems design
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
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
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...Employment Agreement • January 3rd, 2008 • Unisys Corp • Services-computer integrated systems design • Pennsylvania
Exhibit 10 April 25, 2002 Mr. Lawrence A. Weinbach c/o Unisys Corporation Unisys Way Blue Bell, Pennsylvania 19424 Dear Mr. Weinbach: You are presently employed by Unisys Corporation (the "Corporation") as Chairman of the Board, President and Chief...Employment Agreement • April 26th, 2002 • Unisys Corp • Services-computer integrated systems design • Pennsylvania
Registration Rights AgreementRegistration Rights Agreement • August 3rd, 2009 • Unisys Corp • Services-computer integrated systems design • New York
Unisys Corporation, a Delaware corporation (the “Company”), in connection with its offers to exchange (the “Exchange Offers”) certain of its existing senior notes for a combination of new senior secured notes, shares of common stock, par value $.01 per share, of the Company (“Common Stock”) and cash, as further described in the confidential offering circular and consent solicitation statement, dated as of June 30, 2009, relating to the Exchange Offers, hereby agrees with each of Goldman, Sachs & Co., Banc of America Securities LLC and Deutsche Bank Securities Inc. (the “Dealer Managers”), for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein), as follows:
