AMENDMENT NO. 5 Dated as of June 30, 2015 to CREDIT AGREEMENT Dated as of June 23, 2011

Exhibit 10.33

EXECUTION COPY

AMENDMENT NO. 5

Dated as of June 30, 2015

to

CREDIT AGREEMENT

Dated as of June 23, 2011

THIS AMENDMENT NO. 5 (this “Amendment”) is made as of June 30, 2015 by and among (i) Xxxxxx Xxxxxxxxxxx (the “Borrower”), (ii) Unisys Holding Xxxxxxxxxxx, Xxxxxx NPL, Inc. and Unisys AP Investment Company I (each a “Guarantor” and, collectively, the “Guarantors” and, collectively with the Borrower, the “Credit Parties”), (iii) the undersigned Lenders and (iv) General Electric Capital Corporation, as administrative agent (the “Agent”), under that certain Credit Agreement dated as of June 23, 2011 by and among the Borrower, the other Credit Parties, the Lenders and the Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Credit Parties, the Lenders party hereto and the Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Credit Parties, the Lenders party hereto and the Agent hereby agree to enter into this Amendment.

1. Amendment to the Credit Agreement. Effective as of the “Amendment No. 5 Effective Date” (as defined below) upon the satisfaction of the conditions specified in Section 3 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:

(a) Section 5.5(a) (xviii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(xviii) Indebtedness incurred pursuant to a Permitted Sales-Type Lease Transaction; provided, that the principal amount of such Indebtedness (determined based on the amount of such Indebtedness reflected on a balance sheet prepared in accordance with GAAP) shall not exceed $150 million at any time outstanding.”

(b) Exhibit B to Exhibit 4.2(b) of the Credit Agreement is hereby amended by deleting the text “The amount of any charges and expenses deducted from net income (or loss) above caused by or attributable to restructuring, severance, relocation costs, consolidation and closing costs, integration costs, business optimization costs, transition costs, signing, retention or completion bonuses and curtailments or modifications to pension and post-retirement employee benefit plans not to exceed $40,000,000 over any rolling twelve month period:” and substituting the following text therefor:

“(A) The amount of any charges and expenses deducted from net income (or loss) above caused by or attributable to restructuring, severance, relocation costs, consolidation and

closing costs, integration costs, business optimization costs, transition costs, signing, retention or completion bonuses and curtailments or modifications to pension and post-retirement employee benefit plans not to exceed $40,000,000 over any rolling twelve month period plus (B) for any period ending on or before December 31, 2017, the amount of any other charges and expenses deducted from net income (or loss) above caused by or attributable to restructuring, severance, relocation costs, consolidation and closing costs, integration costs, business optimization costs, transition costs, signing, retention or completion bonuses and curtailments or modifications to pension and post-retirement employee benefit plans, in each case, related to or arising in connection with the Borrower’s cost reduction actions (as described or otherwise referenced in the Borrower’s periodic reports on Form 10-Q and Form 10-K as filed with the Securities and Exchange Commission (including without limitation the financial statements contained therein and the notes thereto) for any period ending on or after June 30, 2015), in an aggregate amount not to exceed $350,000,000 during the term of this Agreement:”

2. Conditions of Effectiveness. This Amendment shall become effective on the date first written above (the “Amendment No. 5 Effective Date”) upon the Agent’s receipt of:

(a) counterparts of this Amendment duly executed by each Credit Party and the Required Lenders; and

(b) payment in full, in immediately available funds, of the fee described in that certain fee letter dated the date hereof, among the Borrower, the Agent and GE Capital Markets, Inc.

3. Representations and Warranties of the Credit Parties. Each Credit Party hereby represents and warrants as follows:

(a) This Amendment and the Credit Agreement (as amended hereby), as applicable, constitute legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing or would reasonably be expected to result from the effectiveness of this Amendment and (ii) each of the representations and warranties of such Credit Party set forth in the Credit Agreement or any other Loan Document to which such Credit Party is a party is true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent any such representation or warranty expressly relates to an earlier date (in which event such representation or warranty was true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date).

4. Reference to and Effect on the Credit Agreement.

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

(b) The Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

(c) Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

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5. Consent and Reaffirmation. Without in any way establishing a course of dealing by the Agent or any Lender, each of the undersigned Credit Parties consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement and any other Loan Document executed by it and acknowledges and agrees that such Credit Agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

6. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

[Signature Pages Follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

XXXXXX XXXXXXXXXXX, as the Borrower
By:		/s/ Xxxxx X. Xxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxx
Title:		Vice President and Treasurer
UNISYS HOLDING CORPORATION, as a Credit Party
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President and Treasurer
UNISYS NPL, INC., as a Credit Party
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President and Treasurer
UNISYS AP INVESTMENT COMPANY I, as a Credit Party
By:		/s/ Xxxx X. Xxxxxxxxx
Name:		Xxxx X. Xxxxxxxxx
Title:		Vice President and Treasurer

Signature Page to Amendment No. 5 to

Credit Agreement dated as of June 23, 2011

Xxxxxx Xxxxxxxxxxx

GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and as a Lender
By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		Duly Authorized Signatory

Signature Page to Amendment No. 5 to

Credit Agreement dated as of June 23, 2011

Xxxxxx Xxxxxxxxxxx

CITIBANK, N.A., as a Lender
By		/s/ Xxxxxxxx Xxxx
Name:		Xxxxxxxx Xxxx
Title:		Vice President

Signature Page to Amendment No. 5 to

Credit Agreement dated as of June 23, 2011

Xxxxxx Xxxxxxxxxxx

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:		/s/ Xxxxxxx Xxxxx
Name:		Xxxxxxx Xxxxx
Title:		Authorized Signatory

Signature Page to Amendment No. 5 to

Credit Agreement dated as of June 23, 2011

Xxxxxx Xxxxxxxxxxx

HSBC BANK USA, N.A., as a Lender
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Vice President

Signature Page to Amendment No. 5 to

Credit Agreement dated as of June 23, 2011

Xxxxxx Xxxxxxxxxxx

CITIZENS BUSINESS CAPITAL, a division of CITIZENS ASSET FINANCE, INC., as a Lender
By:		/s/ Xxxxxxx Wales
Name:		Xxxxxxx Wales
Title:		Vice President

Signature Page to Amendment No. 5 to

Credit Agreement dated as of June 23, 2011

Xxxxxx Xxxxxxxxxxx

BANK OF AMERICA, N.A., as a Lender
By:		/s/ Xxxxxxx Xxxxxxxxx
Name:		Xxxxxxx Xxxxxxxxx
Title:		Assistant Vice President

Signature Page to Amendment No. 5 to

Credit Agreement dated as of June 23, 2011

Xxxxxx Xxxxxxxxxxx