Unisys Corporation Announces Private Debt Exchange Offers and Consent Solicitations

BLUE BELL, Pa.--(Business Wire)--
Unisys Corporation ("Unisys" or the "Company") (NYSE: UIS) announced today that
it has commenced private exchange offers and consent solicitations in respect of
its 6 7/8% Senior Notes due 2010 (the "2010 Notes"), 8% Senior Notes due 2012
(the "2012 Notes"), 8½% Senior Notes due 2015 (the "2015 Notes") and 12½% Senior
Notes due 2016 (the "2016 Notes" and, collectively with the 2010 Notes, 2012
Notes and 2015 Notes, the "Senior Notes"). The Company also announced that its
previously announced private offer to exchange a portion of the Senior Notes and
its concurrent notes offering have been terminated. All tendered Senior Notes,
and any subscription fees submitted, in the terminated transaction will be
promptly returned to holders.

The Company has commenced private offers to exchange its outstanding Senior
Notes in private placements for new 12¾% Senior Secured Notes due 2014 to be
issued by the Company (the "First Lien Notes"), new 14¼% Senior Secured Notes
due 2015 to be issued by the Company (the "Second Lien Notes" and, together with
First Lien Notes, the "New Secured Notes"), up to the lesser of (i) 73,697,327
shares of the Company`s common stock, par value $0.01 per share (the "Common
Stock"), and (ii) 19.9% of the number of shares of Common Stock outstanding
(excluding treasury shares) on the date the transaction closes, and up to $30.0
million in cash, as set forth in the table below. The Company has negotiated the
terms of the exchange offers with representatives of an ad hoc bondholder group
that, the Company has been advised, is comprised of investors holding
approximately 40% of the Senior Notes in the aggregate. Members of the group who
hold approximately 25.6%, 23.8%, 54.0% and 15.8% of the outstanding aggregate
principal amount of 2010 Notes, 2012 Notes, 2015 Notes and 2016 Notes,
respectively, have contractually committed to tender and not withdraw their
Senior Notes in the exchange offers and to deliver their consents in favor of
the proposed amendments of the indentures governing the Senior Notes.

In conjunction with the exchange offers, the Company is also soliciting consents
from holders of the Senior Notes to certain proposed amendments (the "Proposed
Amendments") to the indentures under which the Senior Notes were issued, which,
if effected, would eliminate substantially all of the restrictive covenants and
certain events of default in those indentures. A tender of Senior Notes by any
holder in the exchange offers will also constitute a consent by such holder in
favor of the Proposed Amendments. The holders of each series of Senior Notes
will vote as a separate class, and Proposed Amendments will be effected with
respect to a series if consents of holders of at least a majority in principal
amount of that series of Senior Notes are obtained. If the Proposed Amendments
are adopted by the 2010 Notes, the 2012 Notes and the 2015 Notes, each voting as
a separate class, the Company`s U.S. real estate and the stock and indebtedness
of its domestic operating subsidiaries will be included as collateral for the
New Secured Notes. The exchange offers are not conditioned upon obtaining the
consents from holders of any series of Senior Notes.

The New Secured Notes will be guaranteed by Unisys Holding Corporation, a
wholly-owned Delaware corporation that directly or indirectly holds the shares
of substantially all of the Company`s foreign subsidiaries, and by the Company`s
other current and future material U.S. subsidiaries. The First Lien Notes and
Second Lien Notes will be secured by first-priority liens and second-priority
liens, respectively, (in each case, subject to permitted prior liens) by
substantially all of the Company`s assets, except (i) accounts receivable that
are subject to one or more receivables facilities, (ii) real estate and the
stock or indebtedness of its U.S. operating subsidiaries (unless the Proposed
Amendments are adopted by the 2010 Notes, the 2012 Notes and the 2015 Notes,
each voting as a separate class, in which case U.S. real estate and the stock
and indebtedness of the Company`s domestic operating subsidiaries will be
included in such liens), (iii) cash or cash equivalents securing reimbursement
obligations under letters of credit or surety bonds and (iv) certain other
excluded assets.

The table below lists the series of Senior Notes that are the subject of the
exchange offers and consent solicitations and summarizes the economic terms of
the exchange offers. No separate consideration will be paid for the consents.

For each $1,000 Principal Amount of Senior Notes Exchanged:
Total Consideration if Tender Occurs Exchange Consideration if Tender Occurs
Prior to or on the Early Tender Date After the Early Tender Date
Unisys Corporation CUSIP No. Outstanding Principal Principal Cash Value of Principal Principal Value of
Senior Notes Principal Amount Amount Shares of Amount Amount Shares of
to be Exchanged Amount of 12 3/4% of 14 1/4% Common of 12 3/4% of 14 1/4% Common
(in millions) Senior Senior Stock Senior Senior Stock
Secured Secured Secured Secured
Notes Notes Notes Notes
due 2014 due 2015 due 2014 due 2015
6 7/8% Senior Notes 909214BH0 $300.0 $950* - $200* - $1,100 - -
due 2010
(the "2010 Notes")
8% Senior Notes 909214BJ6 $400.0 $900** $0**† - $100† - $850† $100†
due 2012
(the "2012 Notes")
8 1/2% Senior Notes 909214BK3 $150.0 - $500† - $250† - $450† $250†
due 2015
(the "2015 Notes")
12 1/2% Senior Notes 909214BL1 $210.0 - $500† - $250† - $450† $250†
due 2016
(the "2016 Notes")

* If more than $150.0 million aggregate principal amount of 2010 Notes are
tendered prior to the Early Tender Date (defined below) and are accepted for
exchange, holders of such 2010 Notes will receive a pro rata share of $30.0
million of cash and will be issued additional principal amount of First Lien
Notes in lieu of cash in excess of such pro rata share.

**If more than approximately $161.1 million aggregate principal amount of 2012
Notes are tendered prior to the Early Tender Date and are accepted for exchange,
holders of such 2012 Notes will receive a pro rata share of $145.0 million
aggregate principal amount of First Lien Notes and will be issued Second Lien
Notes in lieu of First Lien Notes in excess of such pro rata share.

† The number of shares of Common Stock issued will be equal to the applicable
"Value of Shares of Common Stock" listed in the table above, divided by a per
share price based on the volume-weighted average price of the Common Stock, as
displayed under the heading "Bloomberg VWAP" on Bloomberg page "UIS US
VWAP" (or its successor if such page is not available), in respect of the ten
trading day period ending on and including July 8, 2009, rounded down to the
nearest whole share. In no event will the Company issue shares in excess of the
Common Stock Maximum Issuance Amount (as defined below). If necessary, and
subject to proration and other adjustments described herein, the Company will
issue Second Lien Notes to tendering holders of Senior Notes in lieu of issuing
any shares of Common Stock in excess of the Common Stock Maximum Issuance
Amount.

Tendered Senior Notes (and delivered consents) may be withdrawn prior to 5:00
p.m., New York City time, on July 14, 2009, unless extended with respect to any
or all series of Senior Notes. It is a condition to the completion of each of
the exchange offers that by Midnight, New York City time, on July 28, 2009 (such
time and date, as the same may be extended with respect to any or all series of
Senior Notes, the "Expiration Date") there have been validly tendered (and not
validly withdrawn) notes representing at least 40.0% of the aggregate principal
amount of each of the 2010 Notes and the 2012 Notes. The exchange offers and the
consent solicitations will expire on the Expiration Date, unless extended or
earlier terminated.

Holders of Senior Notes that properly tender and do not validly withdraw their
Senior Notes prior to 5:00 p.m., New York City time, on July 14, 2009 (such time
and date, as the same may be extended with respect to any or all series of
Senior Notes, the "Early Tender Date") and whose Senior Notes are accepted for
exchange will receive the applicable consideration set out in the table above
under the heading "Total Consideration" consisting of cash (in the case of
tendered 2010 Notes), New Secured Notes and Common Stock (in the case of
tendered 2012 Notes, 2015 Notes and 2016 Notes) in the amounts listed in the
table above, subject to such proration and adjustments as may be necessary due
to the Cash Maximum Amount, the First Lien Maximum Issuance Amount and the
Common Stock Maximum Issuance Amount (each as defined below). Holders of Senior
Notes who properly tender their Senior Notes after the Early Tender Date and on
or before the Expiration Date and whose Senior Notes are accepted for exchange
will receive the applicable consideration set out in the table above under the
heading "Exchange Consideration" consisting of New Secured Notes and Common
Stock in the amounts listed in the table above, subject to such proration and
adjustments as may be necessary due to the Common Stock Maximum Issuance Amount.
In addition, accrued interest up to, but not including, the settlement date will
be paid in cash on all properly tendered and accepted Senior Notes.

In the event that cash payable in the exchange of 2010 Notes properly tendered
(and not validly withdrawn) prior to the Early Tender Date exceeds $30.0 million
(the "Cash Maximum Amount"), in exchange for each $1,000 principal amount of
2010 Notes tendered prior to the Early Tender Date, holders of such Senior Notes
will receive a pro rata share of the Cash Maximum Amount based on the aggregate
principal amount of 2010 Notes tendered and, in lieu of cash in excess of such
pro rata share, will be issued additional First Lien Notes in an aggregate
principal amount equal to $200 minus such pro rata share of the Cash Maximum
Amount. The aggregate principal amount of First Lien Notes that may be issued in
exchange for 2012 Notes will not exceed $145.0 million (as such amount may in
the Company`s sole discretion be increased, the "First Lien Maximum Issuance
Amount"). In the event that the aggregate principal amount of First Lien Notes
issuable in exchange for 2012 Notes properly tendered (and not validly
withdrawn) prior to the Early Tender Date exceeds the First Lien Maximum
Issuance Amount, each holder of such 2012 Notes will, for each $1,000 principal
amount of 2012 Notes tendered prior to the Early Tender Date (and not validly
withdrawn), receive First Lien Notes equal to a pro rata share of the First Lien
Maximum Issuance Amount and, in lieu of First Lien Notes in excess of such pro
rata share, will be issued Second Lien Notes in an aggregate principal amount
equal to $900 minus such pro rata share of First Lien Notes.

The number of shares of Common Stock the Company may issue in exchange for the
Senior Notes will not exceed the lesser of 73,697,327, which represents
approximately 19.9% of the shares of its Common Stock outstanding (excluding
treasury shares) on June 29, 2009, or 19.9% of the number of shares of its
Common Stock outstanding (excluding treasury shares) on the date the transaction
closes (expected to be the third business day following the Expiration Date)
(such amount, the "Common Stock Maximum Issuance Amount"). If the number of
shares of Common Stock issuable to holders of 2012 Notes properly tendered (and
not validly withdrawn) would exceed the Common Stock Maximum Issuance Amount,
holders of such 2012 Notes will receive shares of Common Stock on a pro rata
basis based on the Common Stock Maximum Issuance Amount and will receive
additional Second Lien Notes in a principal amount equal to the difference
between the applicable "Value of Shares of Common Stock" listed in the table
above and the dollar value of such pro rata number of shares of Common Stock
(based on the pro rata number of shares multiplied by a per share price (the
"Per Share Price") based on the volume-weighted average price of the Common
Stock, as displayed under the heading "Bloomberg VWAP" on Bloomberg page "UIS US
VWAP" (or its equivalent successor if such page is not available), in
respect of the ten trading day period ending on and including July 8, 2009). In
the event the number of shares of Common Stock issuable to holders of 2012
Notes, 2015 Notes and 2016 Notes properly tendered (and not validly withdrawn)
would exceed the Common Stock Maximum Issuance Amount, holders of 2015 Notes and
2016 Notes so tendered will receive shares of Common Stock on a pro rata basis
based on the Common Stock Maximum Issuance Amount less the number shares of
Common Stock that are issuable to holders of 2012 Notes and will receive Second
Lien Notes in an aggregate principal amount equal to the difference between the
"Value of Shares of Common Stock" listed in the table above and the dollar value
of such pro rata number of shares (based on the pro rata number of shares
multiplied by the Per Share Price).

The exchange offers are being made, and the New Secured Notes and Common Stock
are being offered and issued within the United States only to "qualified
institutional buyers" as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), and outside the United States to non-U.S.
investors. The New Secured Notes and the Common Stock to be offered have not
been registered under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. The Company plans to enter into a registration rights agreement
pursuant to which certain holders of the Common Stock will be granted certain
registration rights. This press release does not constitute an offer to sell or
the solicitation of an offer to buy Senior Notes, New Secured Notes or Common
Stock subject to the exchange offers in any jurisdiction.

The terms and conditions of the Company`s acceptance of Senior Notes that are
tendered for exchange pursuant to the exchange offers and consents that are
delivered pursuant to the consent solicitations are set forth solely in the
confidential offering circular and consent solicitation statement dated June 30,
2009 (the "Offering Circular") relating to the exchange offers and the consent
solicitations and the accompanying letter of transmittal and consent (together
with the Offering Circular, the "Offering Documents"). Offering Documents will
be distributed only to holders of Senior Notes who complete a form confirming
that they are within the category of eligible holders for these private offers.
The exchange offers and consent solicitations are made only by, and pursuant to,
the terms set forth in the Offering Circular, and the information in this press
release is qualified by reference to the Offering Documents. Subject to
applicable law, Unisys may amend, extend or terminate any of the exchange offers
and any of the consent solicitations.

About Unisys

Unisys is a worldwide information technology company. We provide a portfolio of
IT services, software, and technology that solves critical problems for clients.
We specialize in helping clients secure their operations, increase the
efficiency and utilization of their data centers, enhance support to their end
users and constituents, and modernize their enterprise applications. To provide
these services and solutions, we bring together offerings and capabilities in
outsourcing services, systems integration and consulting services,
infrastructure services, maintenance services, and high-end server technology.
With more than 27,000 employees, Unisys serves commercial organizations and
government agencies throughout the world. For more information, visit
www.unisys.com.

Forward-Looking Statements

Any statements contained in this press release that are not historical facts are
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited to,
any statements of the Company`s plans, strategies or objectives for future
operations; statements regarding future economic conditions or performance; and
any statements of belief or expectation. All forward-looking statements rely on
assumptions and are subject to various risks and uncertainties that could cause
actual results to differ materially from expectations. There can be no assurance
that the exchange offers and the consent solicitations will be completed, either
because the minimum tender conditions to complete the transaction may not be
satisfied, or otherwise. Factors that could affect the Company`s future results
include: the Company`s ability to refinance its debt; the economic and business
environment; the Company`s ability to access external credit markets; the
Company`s significant pension obligations; the success of the Company`s
turnaround program; aggressive competition in the information services and
technology marketplace; volatility and rapid technological change in the
Company`s industry; the Company`s ability to retain significant clients; the
Company`s ability to grow outsourcing; the Company`s ability to drive profitable
growth in consulting and systems integration; market demand for the Company`s
high-end enterprise servers and maintenance on these servers; the risk that the
Company`s contracts may not be as profitable as expected or provide the expected
level of revenues and that contracts with U.S. governmental agencies may be
subject to audits, criminal penalties, sanctions and other expenses and fines;
the risk that the Company may face damage to its reputation or legal liability
if its clients are not satisfied with its services or products; the performance
and capabilities of third parties with whom the Company has commercial
relationships; the risks of doing business internationally; the business and
financial risk in implementing future dispositions or acquisitions; the
potential for infringement claims to be asserted against the Company or its
clients and the possibility that pending litigation could affect the Company`s
results of operations or cash flow. Additional discussion of these and other
factors that could affect Unisys` future results is contained in its periodic
filings with the Securities and Exchange Commission. Unisys assumes no
obligation to update any forward-looking statements.

RELEASE NO.: 0630/9002

Unisys is a registered trademark of Unisys Corporation. All other brands and
products referenced herein are acknowledged to be trademarks or registered
trademarks of their respective holders.

Investor Contact:
Unisys
Jack McHale, 215-986-6050
jack.mchale@unisys.com
OR
Media Contact:
Brian Daly, 215-986-2214
brian.daly@unisys.com

Copyright Business Wire 2009