EX-1 2 termsagreement.txt UNISYS CORPORATION ("Company") Debt Securities TERMS AGREEMENT May 10, 2001 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 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. 333-51885), Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-20373) and Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-25715) ("Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated May 1, 2001, between the Company and HSBC Bank USA, as Trustee, on the following terms: Title: 8 1/8% Senior Notes Due 2006 Principal Amount: $350,000,000 Interest: 8 1/8% per annum, payable semiannually on June 1 and December 1, commencing December 1, 2001, to holders of record on the preceding May 15 or November 15, as the case may be Maturity: June 1, 2006 Optional Redemption: None Sinking Fund: None Delayed Delivery contracts: None. Purchase Price: 97.480% of principal amount, plus accrued interest, if any, from May 15, 2001. Expected Reoffering Price: 98.980% of principal amount, subject to change by the undersigned. Closing Date: 10 a.m. on May 15, 2001, at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10017 Settlement: Federal (same-day) funds. Names and Addresses of Representatives: Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 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. 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 and packaging at the office of Simpson Thacher & Bartlett at least 24 hours prior to the Closing Date. Please signify your acceptance of our offer by signing the enclosed response in the space provided and returning it to us. Very truly yours, BEAR, STEARNS & CO. INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED On behalf of themselves and as Representatives of the Several Underwriters By: BEAR, STEARNS & CO. INC. By: /s/ Timothy A. O'Neil ---------------------- Name: Timothy A. O'Neil Title: Senior Managing Director By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Marcey Becker ------------------------- Name: Marcey Becker Title: Director SCHEDULE A UNDERWRITER PRINCIPAL AMOUNT Bear, Stearns & Co. Inc. $185,500,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 59,500,000 Banc of America Securities LLC 26,250,000 BNY Capital Markets, Inc. 26,250,000 Deutsche Banc Alex. Brown 26,250,000 First Union Securities, Inc. 26,250,000 ------------ Total $350,000,000 ============ To: Bear, Stearns & Co. Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of the Several Underwriters, c/o Bear, Stearns & Co. Inc. We accept the offer contained in your letter, dated May 10, 2001, relating to $350,000,000 principal amount of our 8 1/8% Senior Notes Due 2006. We also confirm that, to the best of our knowledge after reasonable investigation, the representations and warranties of the undersigned in the Underwriting Agreement filed as an exhibit to the undersigned's registration statement on Form S-3 (No. 333-51885), Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-20373) and Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (No. 333-25715) ("Underwriting Agreement") are true and correct, no stop order suspending the effectiveness of the Registration Statement (as defined in the Underwriting Agreement) or of any part thereof has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, are contemplated by the Securities and Exchange Commission and, subsequent to the respective dates of the most recent financial statements in the Prospectus (as defined in the Underwriting Agreement), there has been (or in the case of a form of prospectus filed pursuant to Rule 424(b)(1) or (4) there will be, as of the date of such prospectus) no material adverse change in the financial position or results of operations of the undersigned and its subsidiaries except as set forth in or contemplated by the Prospectus. Very truly yours, UNISYS CORPORATION By: /s/ Scott A. Battersby ---------------------- Name: Scott A. Battersby Title: Vice President and Treasurer