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.
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:
COLLATERAL TRUST AGREEMENT dated as of July 31, 2009, among UNISYS CORPORATION, the Guarantors from time to time party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee under the First Lien Indenture, DEUTSCHE BANK TRUST COMPANY AMERICAS, as...Collateral Trust Agreement • August 3rd, 2009 • Unisys Corp • Services-computer integrated systems design • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of July 31, 2009 and is by and among Unisys Corporation, a Delaware corporation (the “Company”), the Guarantors from time to time party hereto, Deutsche Bank Trust Company Americas, a banking corporation duly organized under the laws of the State of New York, as First Lien Trustee (as defined below), Deutsche Bank Trust Company Americas, a banking corporation duly organized under the laws of the State of New York, as Second Lien Trustee (as defined below), the other Secured Debt Representatives from time to time party hereto, and Deutsche Bank Trust Company Americas, a banking corporation duly organized under the laws of the State of New York, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
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 —...Priority Lien Pledge and 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”).
UNISYS CORPORATION and HSBC BANK USA, NATIONAL ASSOCIATION as Trustee ——————— SECOND SUPPLEMENTAL INDENTURE Dated as of July 30, 2009 TO INDENTURE Dated as of March 1, 2003 ——————— 6 7/8% SENIOR NOTES DUE 2010 8% SENIOR NOTES DUE 2012 8 1/2% SENIOR...Second Supplemental Indenture • August 3rd, 2009 • Unisys Corp • Services-computer integrated systems design
SECOND SUPPLEMENTAL INDENTURE dated as of July 30, 2009 (this “Supplemental Indenture”), to the Indenture dated as of March 1, 2003 (the “Base Indenture”) between Unisys Corporation, a Delaware corporation (the “Issuer”), and HSBC Bank USA, National Association, as trustee (the “Trustee”).
JUNIOR LIEN PLEDGE AND SECURITY AGREEMENT dated as of July 31, 2009 among EACH OF UNISYS CORPORATION AND THE OTHER GRANTORS PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral TrusteeJunior Lien Pledge and Security Agreement • August 3rd, 2009 • Unisys Corp • Services-computer integrated systems design • New York
This JUNIOR 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”).
