UNITED STATES          
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                    __________________________________

                                FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _________ to _________.

                        Commission file number 1-8729


                             UNISYS CORPORATION
            (Exact name of registrant as specified in its charter)

               Delaware                            38-0387840
       (State or other jurisdiction             (I.R.S. Employer
       of incorporation or organization)        Identification No.)

               Unisys Way
        Blue Bell, Pennsylvania                          19424
       (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:  (215) 986-4011


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days.  YES [X]    NO [ ]

     Indicate by check mark whether the registrant has submitted electronically 
and posted on its corporate Web site, if any, every Interactive Data File 
required to be submitted and posted pursuant to Rule 405 of Regulation S-T 
(Section 232.405 of this chapter) during the preceding 12 months (or for such 
shorter period that the registrant was required to submit and post such files).

YES [ ]    NO [ ]

     Indicate by check mark whether the registrant is a large accelerated 
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 
company.  See the definitions of "large accelerated filer," "accelerated filer" 
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer [X]                        Accelerated Filer [ ]  

Non-Accelerated Filer [ ]                          Smaller Reporting Company [ ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).                YES [ ]    NO [X]


     Number of shares of Common Stock outstanding as of September 30, 2009
42,279,463 (after giving effect to the one-for-ten reverse stock split, which 
became effective on October 26, 2009).



<PAGE> 2


Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                             UNISYS CORPORATION
                      CONSOLIDATED BALANCE SHEETS (Unaudited)
                                (Millions)
                                                                       
                                         September 30,  December 31,
                                             2009          2008
                                         -----------   ------------
Assets
------
Current assets
Cash and cash equivalents                 $  473.6       $  544.0
Accounts and notes receivable, net           764.0          818.5
Inventories:
   Parts and finished equipment               65.1           64.7
   Work in process and materials              59.7           70.7
Deferred income taxes                         17.7           23.8
Prepaid expenses and other current assets    112.4          116.7
                                          --------       --------
Total                                      1,492.5        1,638.4
                                          --------       --------

Properties                                 1,438.5        1,416.0
Less-Accumulated depreciation and
  amortization                             1,192.4        1,139.5
                                          --------       --------
Properties, net                              246.1          276.5
                                          --------       --------
Outsourcing assets, net                      292.0          314.9
Marketable software, net                     175.3          202.0
Prepaid postretirement assets                 55.6           20.7
Deferred income taxes                         89.5           87.6
Goodwill                                     198.2          189.4
Other long-term assets                       191.9           94.6
                                          --------       --------
Total                                     $2,741.1       $2,824.1
                                          ========       ========
Liabilities and stockholders' deficit
-------------------------------------
Current liabilities
Current maturities of long-term debt      $   66.0       $    1.5
Accounts payable                             287.3          379.2
Other accrued liabilities                    952.4        1,045.7
                                          --------       --------
Total                                      1,305.7        1,426.4
                                          --------       --------
Long-term debt                               845.0        1,059.1
Long-term postretirement liabilities       1,410.5        1,497.0
Other long-term liabilities                  325.4          265.4
Commitments and contingencies

Stockholders' deficit
Common stock, shares issued: 
  2009; 42.5, 2008; 37.2                        .4             .4
Accumulated deficit                       (2,521.2)      (2,596.0)
Treasury stock, shares at cost: 
  2009; .2, 2008; .2                         (44.9)         (44.8)
Paid-in capital                            4,195.6        4,102.6
Accumulated other comprehensive loss      (2,803.9)      (2,904.6)   
Noncontrolling interests                      28.5           18.6
                                          --------       --------
Total stockholders' deficit               (1,145.5)      (1,423.8)
                                          --------       --------
Total                                     $2,741.1       $2,824.1
                                          ========       ========

See notes to consolidated financial statements.
                                    




<PAGE> 3



                              UNISYS CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                     (Millions, except per share data)



                                         Three Months         Nine Months
                                      Ended September 30   Ended September 30
                                      ------------------   ------------------
                                      2009         2008     2009       2008
                                      ----         ----     ----       ----
                                                                             
Revenue                                                                      
  Services                          $1,006.0    $1,152.1  $3,019.8   $3,486.2
  Technology                           153.6       160.3     368.4      467.5
                                    --------    --------  --------   --------
                                     1,159.6     1,312.4   3,388.2    3,953.7
Costs and expenses
   Cost of revenue:
     Services                          793.1       937.6   2,402.7    2,814.2
     Technology                         60.7        82.8     187.0      250.5
                                    --------    --------  --------   --------
                                       853.8     1,020.4   2,589.7    3,064.7
                            
Selling, general and administrative    163.5       218.4     506.3      701.9
Research and development                24.3        35.7      76.8       98.6
                                    --------    --------  --------   --------
                                     1,041.6     1,274.5   3,172.8    3,865.2
                                    --------     -------  --------   --------
Operating income                       118.0        37.9     215.4       88.5

Interest expense                        25.4        21.5      68.4       64.3
Other income (expense), net             (3.3)        (.9)     (7.0)      (8.4)
                                    --------    --------  --------   --------
Income before income taxes              89.3        15.5     140.0       15.8
Provision for income taxes              26.2        45.1      58.4       72.5
                                    --------    --------  --------   --------
Consolidated net income (loss)          63.1       (29.6)     81.6      (56.7)
Net income attributable to
  noncontrolling interests              (2.0)       (5.1)     (6.8)     (15.4)
                                    --------     -------   -------   --------
Net income (loss) attributable 
  to Unisys Corporation             $   61.1    $  (34.7)  $  74.8   $  (72.1)
                                    ========    ========   =======   ========
Earnings (loss) per share  
 attributable to Unisys Corporation
   Basic                            $   1.51   $    (.96)  $  1.96   $  (2.01)
                                    ========    ========   =======   ========
   Diluted                          $   1.48   $    (.96)  $  1.93   $  (2.01)
                                    ========    ========   =======   ========
                                           
                                           


See notes to consolidated financial statements.




<PAGE> 4

                           UNISYS CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                (Millions)

                                                     Nine Months Ended
                                                       September 30
                                                    ------------------
                                                       2009      2008
                                                    --------   -------
                                                      
Cash flows from operating activities
Consolidated net income (loss)                     $   81.6    $ (56.7)
Add (deduct) items to reconcile consolidated 
   net income (loss) to net cash provided by 
   operating activities:
Employee stock compensation                             (.3)       (.2)
Company stock issued for U.S. 401(k) plan                -        34.2
Depreciation and amortization of properties            71.7       80.4  
Depreciation and amortization of outsourcing assets   113.9      126.0  
Amortization of marketable software                    70.3       90.0  
Disposal of capital assets                              5.7        8.6
Loss on sale of assets                                  4.7         -   
Decrease in deferred income taxes, net                 16.7         -      
Decrease in receivables, net                           96.4      175.9
Decrease in inventories                                15.4       16.7
Decrease in accounts payable and other
  accrued liabilities                                (248.8)    (215.9)
Increase (decrease) in other liabilities                6.0      (43.3)
Increase in other assets                              (52.0)    (108.7)
Other                                                    .5        9.4
                                                    -------     ------
Net cash provided by operating activities             181.8      116.4
                                                    -------     ------
Cash flows from investing activities
Proceeds from investments                             296.8    4,838.1 
Purchases of investments                             (294.9)  (4,847.9)
Collateralized letters of credit                      (82.5)       -
Investment in marketable software                     (43.7)     (65.9)
Capital additions of properties                       (32.1)     (51.8)
Capital additions of outsourcing assets               (73.4)     (96.6)
Purchases of businesses                                (1.9)      (2.3)
                                                    -------     ------

Net cash used for investing activities               (231.7)    (226.4)
                                                    -------     ------
Cash flows from financing activities
   Net reduction in short-term borrowings                -         (.1)
   Payment of long-term debt                          (30.0)    (200.0)
   Financing fees                                     (15.4)       (.8)
                                                    -------     ------
Net cash used for financing activities                (45.4)    (200.9)
                                                    -------     ------
Effect of exchange rate changes on
   cash and cash equivalents                           24.9      (25.5)
                                                    -------     ------

Decrease in cash and cash equivalents                 (70.4)    (336.4)
Cash and cash equivalents, beginning of period        544.0      830.2
                                                    -------    -------
Cash and cash equivalents, end of period           $  473.6    $ 493.8
                                                   ========    =======



See notes to consolidated financial statements.




<PAGE> 5

Unisys Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In the opinion of management, the financial information furnished herein 
reflects all adjustments necessary for a fair presentation of the financial 
position, results of operations and cash flows for the interim periods 
specified.  These adjustments consist only of normal recurring accruals except 
as disclosed herein.  Because of seasonal and other factors, results for 
interim periods are not necessarily indicative of the results to be expected 
for the full year.

The preparation of financial statements in conformity with U.S. generally 
accepted accounting principles requires management to make estimates and 
assumptions about future events.  These estimates and assumptions affect the 
amounts of assets and liabilities reported, disclosures about contingent assets 
and liabilities and the reported amounts of revenue and expenses.  Such 
estimates include the valuation of accounts receivable, inventories, 
outsourcing assets, marketable software, goodwill and other long-lived assets, 
legal contingencies, indemnifications, and assumptions used in the calculation 
of income taxes and retirement and other post-employment benefits, among 
others.  These estimates and assumptions are based on management's best 
estimates and judgment.  Management evaluates its estimates and assumptions on 
an ongoing basis using historical experience and other factors, including the 
current economic environment, which management believes to be reasonable under 
the circumstances.  Management adjusts such estimates and assumptions when 
facts and circumstances dictate.  Illiquid credit markets, volatile equity and 
foreign currency markets and reductions in information technology spending have 
combined to increase the uncertainty inherent in such estimates and 
assumptions.  As future events and their effects cannot be determined with 
precision, actual results could differ significantly from these estimates.  
Changes in those estimates resulting from continuing changes in the economic 
environment will be reflected in the financial statements in future periods.

The company's accounting policies are set forth in detail in note 1 of the notes
to the consolidated financial statements in the company's Annual Report on Form 
10-K for the year ended December 31, 2008 filed with the Securities and 
Exchange Commission.  Such Annual Report also contains a discussion of the 
company's critical accounting policies.  The company believes that these 
critical accounting policies affect its more significant estimates and 
judgments used in the preparation of the company's consolidated financial 
statements.  There have been no changes in the company's critical accounting 
policies from those disclosed in the company's Annual Report on Form 10-K for 
the year ended December 31, 2008. 

a. On October 23, 2009, a one-for-ten reverse stock split of the company's 
common stock became effective. As a result of the stock split, every ten shares 
of issued and outstanding common stock were automatically combined into one 
issued and outstanding share of common stock without any change in the par 
value of the shares.  Accordingly, the financial statements reflect the impact 
of the reverse stock split applied on a retroactive basis.  The following have 
been retroactively adjusted:  (1) balance sheet - the number of issued common 
shares; the number of treasury shares; the amount of common stock; and the 
amount of paid-in-capital, (2) earnings per share, and (3) share-based plan 
information.


<PAGE> 6

b. The following table shows how earnings (loss) per share attributable to 
Unisys Corporation was computed for the three and nine months ended September 
30, 2009 and 2008 (dollars in millions, shares in thousands):
                                        
                                          Three Months          Nine Months
                                        Ended September 30   Ended September 30
                                        ------------------   ------------------
                                        2009         2008     2009       2008
                                        ----         ----     ----       ----
    Basic Earnings (Loss) Per Share

    Net income (loss) attributable 
      to Unisys Corporation           $   61.1    $   (34.7) $   74.8  $  (72.1)
                                      ========    =========  ========  ========
    Weighted average shares             40,569       36,094    38,215    35,797
                                      ========    =========  ========  ========
    Basic earnings (loss) per share   $   1.51    $    (.96) $   1.96  $  (2.01)
                                      ========    =========  ========  ========
    Diluted Earnings (Loss) Per Share
    
    Net income (loss) attributable 
      to Unisys Corporation           $   61.1    $   (34.7) $   74.8  $  (72.1)
                                      ========    =========  ========  ========
    Weighted average shares             40,569       36,094    38,215    35,797
    Plus incremental shares 
      from assumed conversions 
      of employee stock plans              834         -          451      -  
                                      --------    ---------  --------  --------
    Adjusted weighted average shares    41,403       36,094    38,666    35,797
                                      ========    =========  ========  ========
    Diluted earnings (loss) per share $   1.48    $    (.96) $   1.93  $  (2.01)
                                      ========    =========  ========  ========

At September 30, 2009 and 2008, 2.8 million and 3.4 million, respectively, of 
employee stock options were antidilutive and therefore excluded from the 
computation of diluted earnings per share. 

c. A breakdown of the individual components of the company's cost-reduction 
charges follows (in millions of dollars): 
                                                 Work-Force
                                                 Reductions       
                                              --------------      Idle
                         Headcount    Total    U.S.    Int'l.  Lease Cost
                         ---------    -----    ----    ------  ----------
Balance at December 
 31, 2008                    787     $ 95.8   $ 25.1   $ 27.2    $ 43.5
Utilized                    (720)     (57.9)   (21.2)   (22.4)    (14.3)
Changes in estimates  
  and revisions              (39)      (4.7)     (.7)     (.3)     (3.7)
Translation adjustments       -         2.2      -        (.4)      2.6
                          ------     ------    -----    -----    ------
Balance at Sept. 30, 2009     28     $ 35.4    $ 3.2   $  4.1    $ 28.1
                          ======     ======    =====    =====    ======
Expected future utilization: 
2009 remaining three months   28     $ 12.0    $ 3.2   $  4.1    $  4.7
Beyond 2009                            23.4       -        -       23.4

Due to changes in estimates related to cost-reduction charges, $4.7 million of 
expense was recorded in the three months ended September 30, 2009 compared with 
$2.0 million recorded as expense in the year-ago period, and $4.7 million was 
recorded as income in the current nine-month period compared with $1.2 million 
recorded as expense in the year-ago nine-month period.  



<PAGE> 7

d.   Net periodic pension expense (income) for the three and nine months ended 
September 30, 2009 and 2008 is presented below (in millions of dollars):

                                     Three Months             Three Months
                                 Ended Sept. 30, 2009     Ended Sept. 30, 2008
                                ----------------------   ----------------------
                                       U.S.    Int'l.            U.S.    Int'l.
                               Total   Plans   Plans     Total   Plans   Plans
                                -----  -----   -----    -----    -----   -----
Service cost                 $   3.0  $   -    $  3.0  $   4.1  $   -    $ 4.1
Interest cost                  101.8     71.2    30.6    105.1     71.0   34.1
Expected return on
  plan assets                 (129.6)   (96.1)  (33.5)  (142.0)  (101.8) (40.2)
Amortization of prior
  service cost                    .1       .2     (.1)      .1       .1     -
Recognized net actuarial loss   19.5     18.6      .9     17.7     14.4    3.3
                               -----   ------   -----    -----    -----   ----
Net periodic pension
  (income) expense           $  (5.2)  $ (6.1)  $  .9   $(15.0) $ (16.3) $ 1.3
                              ======   ======   =====   ======  =======  =====

                                     Nine Months                Nine Months
                                Ended Sept. 30, 2009       Ended Sept. 30, 2008
                                -------------------      ----------------------
                                       U.S.    Int'l.            U.S.    Int'l.
                               Total   Plans   Plans     Total   Plans   Plans
                               -----   -----   ------    -----   -----   ------

Service cost                 $   8.6  $   -     $ 8.6    $ 20.3  $  -   $ 20.3
Interest cost                  298.2    213.7    84.5     316.0   212.9  103.1
Expected return on
  plan assets                 (383.2)  (288.5)  (94.7)   (427.3) (305.5)(121.8)
Amortization of prior
  service cost                    .6       .6      -         .6      .5     .1
Recognized net actuarial loss   58.8     55.7     3.1      53.6    43.1   10.5
Curtailment loss                 -        -        -        1.5      -     1.5
                             -------  -------   -----    -------  -----   ----
Net periodic pension 
  (income) expense           $ (17.0)  $(18.5)  $ 1.5   $ (35.3) $(49.0) $13.7
                             =======  =======   =====    ======  ======  =====

The company currently expects to make cash contributions of approximately $100-
$105 million to its worldwide defined benefit pension plans in 2009 compared 
with $78.1 million in 2008.  For the nine months ended September 30, 2009 and 
2008, $55.8 million and $57.7 million, respectively, of cash contributions have 
been made.  In accordance with regulations governing contributions to U.S. 
defined benefit pension plans, the company is not required to fund its U.S. 
qualified defined benefit pension plan in 2009.

The expense related to the company's match to the U.S. 401(k) plan for the 
nine months ended September 30, 2009 and 2008 was zero and $38.0 million, 
respectively.  Effective January 1, 2009, the company match was suspended.

 Net periodic postretirement benefit expense for the three and nine months ended
 September 30, 2009 and 2008 is presented below (in millions of dollars):

                                  Three Months                   Nine Months
                                  Ended Sept. 30                 Ended Sept. 30
                                  --------------                ---------------
                                2009         2008             2009          2008
                                ----         ----             ----          ----
Service cost                    $ -          $ .1            $  .2        $  .5
Interest cost                    3.0          3.1              8.9          9.6
Expected return on assets        (.1)         (.2)             (.3)         (.4)
Amortization of prior 
  service cost                    .4           .3              1.1          1.5
Recognized net actuarial loss     .9          1.2              2.6          3.4
                                ----         ----             ----        -----
Net periodic postretirement 
  benefit expense               $4.2         $4.5            $12.5        $14.6
                                ====         ====            =====        =====

The company expects to make cash contributions of approximately $23 million to 
its postretirement benefit plan in 2009 compared with $19.5 million in 2008.  
For the nine months ended September 30, 2009 and 2008, $16.2 million and $11.9 
million, respectively, of cash contributions have been made.


<PAGE> 8

e.    Due to its foreign operations, the company is exposed to the effects of 
foreign currency exchange rate fluctuations on the U.S. dollar, principally 
related to intercompany account balances. The company uses derivative 
financial instruments to reduce its exposure to market risks from changes in 
foreign currency exchange rates on such balances.  The company enters into 
foreign exchange forward contracts, generally having maturities of one month, 
which have not been designated as hedging instruments.  At September 30, 2009, 
the fair value of such contracts was a net loss of $.3 million, of which $5.4 
million has been recognized in "Prepaid expenses and other current assets" and 
$5.7 million has been recognized in "Other accrued liabilities".  Changes in 
the fair value of these instruments was a loss of $.8 million and $.5 million 
for the three months and nine months ended September 30, 2009, respectively, 
which has been recognized in earnings in "Other income (expense), net" in the 
company's consolidated statement of income.

    f. Under stockholder approved stock-based plans, stock options, stock 
appreciation rights, restricted stock and restricted stock units may be granted 
to officers, directors and other key employees.  At September 30, 2009, 1.5 
million shares of unissued common stock of the company were available for 
granting under these plans.  

    The fair value of stock option awards was estimated using the Black-Scholes
option pricing model with the following assumptions and weighted-average fair 
values:  
                                                    Nine Months Ended Sept. 30,
                                                     --------------------------
                                                       2009          2008
                                                       ----          ----

Weighted-average fair value of grant                  $2.81        $16.19
Risk-free interest rate                                1.57%         3.63%
Expected volatility                                   58.28%        45.28% 
Expected life of options in years                      3.77          3.67 
Expected dividend yield                                 -              -

Restricted stock unit awards may contain time-based units, performance-based 
units or a combination of both.  Each performance-based unit will vest into 
zero to 1.5 shares depending on the degree to which the performance goals are 
met.  Compensation expense resulting from these awards is recognized as expense 
ratably for each installment from the date of grant until the date the 
restrictions lapse and is based on the fair market value at the date of grant 
and the probability of achievement of the specific performance-related goals.  

The company records all share-based expense in selling, general and 
administrative expense.

During the nine months ended September 30, 2009 and 2008, the company recorded 
$.3 million of income and $.2 million of income for share-based compensation, 
respectively, which is comprised of $2.0 million and $.7 million of restricted 
stock unit income and $1.7 million and $.5 million of stock option expense, 
respectively.  During the three months ended September 30, 2009 and 2008, the 
company reversed $2.4 million and $13.2 million, respectively, of previously-
accrued compensation expense related to performance-based restricted stock 
units due to a change in the assessment of the achievability of the performance 
goals.  In addition, during the three months ended September 30, 2009, the 
company reversed $2.6 million of previously-accrued share-based compensation 
principally related to employees terminated in prior periods.



<PAGE> 9

A summary of stock option activity for the nine months ended September 30, 2009 
follows (shares in thousands):
                                              Weighted-
                               Weighted-      Average        Aggregate
                               Average        Remaining      Intrinsic
                               Exercise       Contractual    Value
   Options           Shares    Price          Term (years)   ($ in millions)
   -------           ------    ---------      ------------   ---------------
Outstanding at
   December 
   31, 2008           3,414       $163.78
Granted               1,159          6.40
Forfeited and 
   expired             (505)       234.63
                      -----
Outstanding at
   Sept. 30, 2009     4,068        110.46          2.47           $23.8
                      =====
Expected to vest at
   Sept. 30, 2009     1,198          8.18          4.33            22.5    
                      =====
Exercisable at  
   Sept. 30, 2009     2,807        156.45          1.63             -
                      =====

The aggregate intrinsic value represents the total pretax value of the 
difference between the company's closing stock price on the last trading day of 
the period and the exercise price of the options, multiplied by the number of 
in-the-money stock options that would have been received by the option holders 
had all option holders exercised their options on September 30, 2009.  The 
intrinsic value of the company's stock options changes based on the closing 
price of the company's stock.  The total intrinsic value of options exercised 
for the nine months ended September 30, 2009 and for the nine months ended 
September 30, 2008 was zero since no options were exercised.  As of September 
30, 2009, $2.5 million of total unrecognized compensation cost related to stock 
options is expected to be recognized over a weighted-average period of 2.2 
years.  

A summary of restricted stock unit activity for the nine months ended 
September 30, 2009 follows (shares in thousands):
                                                                Weighted-
                                         Restricted             Average
                                           Stock                Grant Date
                                           Units                Fair Value
                                         ----------             ----------
Outstanding at December 31, 2008             763                  $50.66
Granted                                      166                    6.37
Vested                                       (57)                  53.25
Forfeited and expired                       (289)                  45.34  
                                             ---
Outstanding at Sept. 30, 2009                583                   40.45
                                             ===

The fair value of restricted stock units is determined based on the trading 
price of the company's common shares on the date of grant. The aggregate 
weighted-average grant-date fair value of restricted stock units granted during 
the nine months ended September 30, 2009 and 2008 was $1.1 million and $27.8 
million, respectively.  As of September 30, 2009, there was $3.2 million of 
total unrecognized compensation cost related to outstanding restricted stock 
units granted under the company's plans.  That cost is expected to be 
recognized over a weighted-average period of 1.5 years.  The aggregate weighted-
average grant date fair value of restricted share units vested during the nine 
months ended September 30, 2009 and 2008 was $3.0 million and $1.7 million, 
respectively.   

Common stock issued upon exercise of stock options or upon lapse of 
restrictions on restricted stock units is newly issued shares.  Cash received 
from the exercise of stock options for the nine months ended September 30, 2009 
and 2008 was zero.  In light of its tax position, the company is currently not 
recognizing any tax benefits from the exercise of stock options or upon 
issuance of stock upon lapse of restrictions on restricted stock units.  Tax 
benefits resulting from tax deductions in excess of the compensation costs 
recognized are classified as financing cash flows. 



<PAGE> 10

g.  The company has two business segments:  Services and Technology.  Revenue 
classifications by segment are as follows:  Services - systems integration and 
consulting, outsourcing, infrastructure services and core maintenance; 
Technology - enterprise-class servers and specialized technologies.

The accounting policies of each business segment are the same as those followed 
by the company as a whole.  Intersegment sales and transfers are priced as if 
the sales or transfers were to third parties. Accordingly, the Technology 
segment recognizes intersegment revenue and manufacturing profit on hardware 
and software shipments to customers under Services contracts.  The Services 
segment, in turn, recognizes customer revenue and marketing profits on such 
shipments of company hardware and software to customers.  The Services segment 
also includes the sale of hardware and software products sourced from third 
parties that are sold to customers through the company's Services channels.  
In the company's consolidated statements of income, the manufacturing costs of 
products sourced from the Technology segment and sold to Services customers 
are reported in cost of revenue for Services.  

Also included in the Technology segment's sales and operating profit are sales 
of hardware and software sold to the Services segment for internal use in 
Services engagements.  The amount of such profit included in operating income 
of the Technology segment for the three months ended September 30, 2009 and 
2008 was $1.5 million and $21.9 million, respectively.  The amount for the nine 
months ended September 30, 2009 and 2008 was $12.0 million and $33.1 million, 
respectively.  The profit on these transactions is eliminated in Corporate.  

The company evaluates business segment performance on operating income 
exclusive of restructuring charges and unusual and nonrecurring items, which 
are included in Corporate.  All other corporate and centrally incurred costs 
are allocated to the business segments based principally on revenue, 
employees, square footage or usage.  

A summary of the company's operations by business segment for the three and 
nine month periods ended September 30, 2009 and 2008 is presented below (in 
millions of dollars):
                               Total    Corporate    Services    Technology
                               -----    ---------    --------    ----------
    Three Months Ended 
    September 30, 2009
    ------------------
    Customer revenue         $1,159.6                $1,006.0     $ 153.6
    Intersegment                 -      $  (33.2)         1.7        31.5
                             --------   --------     --------     -------
    Total revenue            $1,159.6   $  (33.2)    $1,007.7     $ 185.1
                             ========   ========     ========     =======
    Operating income         $  118.0   $    1.1     $   77.7     $  39.2
                             ========   ========     ========     =======
   
    Three Months Ended 
    September 30, 2008
    ------------------
    Customer revenue         $1,312.4                $1,152.1     $ 160.3
    Intersegment                 -      $  (67.5)         4.0        63.5
                             --------   --------     --------     -------
    Total revenue            $1,312.4   $  (67.5)    $1,156.1     $ 223.8
                             ========   ========     ========     =======
    Operating income (loss)  $   37.9   $  (22.3)    $   35.6     $  24.6
                             ========   ========     ========     =======
                       
    Nine Months Ended 
    September 30, 2009
    ------------------
    Customer revenue         $3,388.2                $3,019.8     $ 368.4
    Intersegment                 -      $ (118.4)         5.0       113.4
                             --------   --------     --------     -------
    Total revenue            $3,388.2   $ (118.4)    $3,024.8     $ 481.8
                             ========   ========     ========     =======
    Operating income         $  215.4   $   16.0     $  185.8     $  13.6
                             ========   ========     ========     =======
     
    Nine Months Ended
    September 30, 2008
    ----------------
    Customer revenue         $3,953.7                $3,486.2     $ 467.5 
    Intersegment                 -       $(162.2)         9.4       152.8 
                             --------    -------     --------     -------
    Total revenue            $3,953.7    $(162.2)    $3,495.6     $ 620.3 
                             ========    =======     ========     =======
    Operating income (loss)  $   88.5    $ (32.2)    $  101.4     $  19.3
                             ========    =======     ========     =======


<PAGE> 11


Presented below is a reconciliation of total business segment operating income 
to consolidated income before income taxes (in millions of dollars):

                                    Three Months                Nine Months
                                   Ended Sept. 30              Ended Sept. 30
                                   --------------              --------------
                                   2009       2008           2009        2008
                                   ----       ----           ----        ----
Total segment operating income   $ 116.9    $  60.2        $ 199.4     $ 120.7
Interest expense                   (25.4)     (21.5)         (68.4)      (64.3)
Other income (expense), net         (3.3)       (.9)          (7.0)       (8.4)
Corporate and eliminations           1.1      (22.3)          16.0       (32.2)
                                 -------    -------        -------     ------- 
Total income before income taxes $  89.3    $  15.5        $ 140.0     $  15.8
                                 =======    =======        =======     =======

Customer revenue by classes of similar products or services, by segment, is 
presented below (in millions of dollars):	

                                    Three Months               Nine Months
                                    Ended Sept. 30            Ended Sept. 30
                                    --------------            --------------
                                   2009       2008           2009        2008
                                   ----       ----           ----        ----
Services 
 Systems integration              
   and consulting                $  327.3    $ 361.2       $1,018.5    $1,094.7
 Outsourcing                        464.5      515.0        1,347.8     1,529.7
 Infrastructure services            133.7      182.1          419.7       575.7
 Core maintenance                    80.5       93.8          233.8       286.1
                                 --------   --------       --------    --------
                                  1,006.0    1,152.1        3,019.8     3,486.2
Technology
 Enterprise-class servers           138.8      141.3          295.5       384.7
 Specialized technologies            14.8       19.0           72.9        82.8
                                 --------   --------       --------    --------
                                    153.6      160.3          368.4       467.5
                                 --------   --------       --------    --------
Total                            $1,159.6   $1,312.4       $3,388.2    $3,953.7
                                 ========   ========       ========    ========

Geographic information about the company's revenue, which is principally based 
on location of the selling organization, is presented below (in millions of 
dollars):

                                  Three Months                Nine Months
                                 Ended Sept. 30              Ended Sept. 30
                                 --------------              --------------
                                2009       2008              2009       2008
                                ----       ----              ----       ----
United States                $  541.4    $  559.8        $1,622.0    $1,668.5
United Kingdom                  139.5       182.9           405.9       592.5
Other international             478.7       569.7         1,360.3     1,692.7
                              -------    --------         -------    --------
   Total                     $1,159.6    $1,312.4        $3,388.2    $3,953.7  
                             ========    ========        ========    ========  



<PAGE> 12


h. Comprehensive income (loss) for the three and nine months ended September 30,
2009 and 2008 includes the following components (in millions of dollars):

                                           Three Months          Nine Months
                                           Ended Sept. 30       Ended Sept. 30
                                        -------------------    -----------------
                                           2009       2008     2009       2008
                                           ----     -------   ------     -------
Consolidated net income (loss)          $  63.1     $ (29.6)  $ 81.6    $ (56.7)
                                        -------      ------   ------    -------
Other comprehensive income (loss)
Cash flow hedges
   Gain                                     -          1.6       -         1.0
   Reclassification adjustments             -          (.4)      -          .1
Foreign currency translation adjustments   22.8       (37.0)    68.5      (37.3)
Postretirement adjustments                 25.1        56.6     35.3       82.0 
                                        -------     -------    -----     ------
Total other comprehensive income           47.9        20.8    103.8       45.8
                                        -------     -------    -----     ------
Consolidated comprehensive income (loss)  111.0        (8.8)   185.4      (10.9)
Comprehensive income attributable to
   noncontrolling interests                 1.6         2.0      9.9       11.5
                                         ------      ------    -----    -------
Comprehensive income (loss) attributable
 to Unisys Corporation                  $ 112.6     $  (6.8) $ 195.3    $    .6
                                        =======     =======   ======    =======

Accumulated other comprehensive loss as of December 31, 2008 and September 30, 
2009 is as follows (in millions of dollars):
                                                          Post-       
                                           Translation   retirement  
                                    Total  Adjustments    Plans      
                                    -----  -----------    --------   
Balance at December 31, 2008    $(2,904.6)  $(701.5)     $(2,203.1)  

Change during period                100.7      64.0           36.7     
                                 --------   -------      ---------  
Balance at September 30, 2009   $(2,803.9)  $(637.5)     $(2,166.4)  
                                 ========   =======      =========  

Noncontrolling interests as of December 31, 2008 and September 30, 2009 is as 
follows (in millions of dollars):

                                  Non-
                                  Controlling   
                                  Interests
                                  -----------   
Balance at December 31, 2008       $ 18.6    
Net income                            6.8
Translation adjustments               4.5
Postretirement plans                 (1.4)
                                   ------     
Balance at September 30, 2009      $ 28.5    
                                   ======     


i.  For equipment manufactured by the company, the company warrants that it 
will substantially conform to relevant published specifications for 12 months
after shipment to the customer.  The company will repair or replace, at its 
option and expense, items of equipment that do not meet this warranty.  For 
company software, the company warrants that it will conform substantially to 
then-current published functional specifications for 90 days from customer's 
receipt.  The company will provide a workaround or correction for material 
errors in its software that prevents its use in a production environment.

The company estimates the costs that may be incurred under its warranties and 
records a liability in the amount of such costs at the time revenue is 
recognized.  Factors that affect the company's warranty liability include the 
number of units sold, historical and anticipated rates of warranty claims and 
cost per claim.  The company assesses quarterly the adequacy of its recorded 
warranty liabilities and adjusts the amounts as necessary.
    


<PAGE> 13

Presented below is a reconciliation of the aggregate product warranty
liability (in millions of dollars):

                                     Three Months               Nine Months
                                    Ended Sept. 30             Ended Sept. 30
                                    --------------           ----------------
                                    2009       2008          2009        2008
                                    ----       ----          ----        ----
Balance at beginning of period   $   4.6     $   5.1      $   5.2      $  6.9

Accruals for warranties 
  issued during the period            .6          .6          1.7         2.0

Settlements made during 
  the period                         (.7)        (.6)        (2.1)       (2.0)

Changes in liability for 
  pre-existing warranties
  during the period,  
  including expirations             (.4)         (.2)         (.7)       (2.0)
                                 -------     -------      -------      ------
Balance at September 30          $   4.1     $   4.9      $   4.1      $  4.9
                                 =======     =======      =======      ======

j. Cash paid during the nine months ended September 30, 2009 and 2008 for 
income tax was $45.4 million and $43.6 million, respectively.

Cash paid during the nine months ended September 30, 2009 and 2008 for interest
was $83.5 million and $64.4 million, respectively.

k. Effective September 30, 2009, the company adopted Accounting Standards 
Update No. 2009-01, "Statement of Financial Accounting Standards No. 168 - The 
FASB Accounting Standards Codification and Hierarchy of Generally Accepted 
Accounting Principles," (ASU 2009-01).  ASU 2009-01 is not expected to change 
U.S. generally accepted accounting principles but combines all nongovernmental 
authoritative standards into a comprehensive, topically organized online 
database.  All other accounting literature excluded from ASU 2009-01 will be 
considered nonauthoritative.  All references to authoritative accounting 
literature have been made in accordance with ASU 2009-01.

Effective July 1, 2009, the company adopted Accounting Standards Update No. 
2009-05, "Measuring Liabilities at Fair Value," (ASU 2009-05).  ASU 2009-05 
provides additional guidance clarifying the measurement of liabilities at fair 
value that are within the scope of Accounting Standards Codification (ASC) 820 
and addresses several key issues with respect to estimating the fair value of 
liabilities in accordance with ASC 820.  Among other things, the guidance 
clarifies how the price of a traded debt security should be considered in 
estimating the fair value of the issuer's liability.  Adoption of ASU 2009-05 
did not have an impact on the company's consolidated results of operations and 
financial position.

Effective January 1, 2009, the company adopted ASC 805-10 related to business 
combinations, which established principles and requirements for how the 
acquirer: (a) recognizes and measures in its financial statements the 
identifiable assets acquired, the liabilities assumed, and any noncontrolling 
interest in the acquiree; (b) recognizes and measures the goodwill acquired in 
the business combination or a gain from a bargain purchase; and (c) determines 
what information to disclose to enable users of the financial statements to 
evaluate the nature and financial effects of the business combination. ASC 805-
10 applies to business combinations for which the acquisition date is on or 
after January 1, 2009.  

Effective January 1, 2009, the company adopted ASC 810-10, which describes a 
noncontrolling interest, sometimes called a minority interest, as the portion of
equity in a subsidiary not attributable, directly or indirectly, to a parent.  
ASC 810-10 establishes accounting and reporting standards that require, among 
other items: (a) the ownership interests in subsidiaries held by parties other 
than the parent be clearly identified, labeled, and presented in the 
consolidated statement of financial position within equity, but separate from 
the parent's equity; (b) the amount of consolidated net income (loss) 
attributable to the parent and the noncontrolling interests be clearly 
identified and presented on the face of the consolidated statement of income; 
and (c) entities provide sufficient disclosures that clearly identify and 
distinguish between the interests of the parent and the interests of the 
noncontrolling owners.  As required by ASC 810-10, the presentation and 
disclosure requirements have been applied retrospectively for all periods 
presented.  See note (n).  


<PAGE> 14

Effective January 1, 2009, the company adopted ASC 815-10, which requires 
enhanced disclosures about (a) how and why an entity uses derivative 
instruments, (b) how derivative instruments and related hedged items are 
accounted for, and (c) how derivative instruments and related hedged items 
affect an entity's financial position, financial performance and cash flows.  
See note (e).

Effective June 30, 2009, the company adopted ASC 855-10, which establishes 
general standards of accounting for and disclosure of events that occur after 
the balance sheet date but before the date the financial statements are issued 
or available to be issued.  ASC 855-10 requires companies to reflect in their 
financial statements the effects of subsequent events that provide additional 
evidence about conditions at the balance-sheet date.  Subsequent events that 
provide evidence about conditions that arose after the balance-sheet date 
should be disclosed if the financial statements would otherwise be misleading.  
Disclosures should include the nature of the event and either an estimate of 
its financial effect or a statement that an estimate cannot be made.  See note 
(p).

Effective June 30, 2009, the company adopted ASC 825-10, which requires an 
entity to provide disclosures about fair value of financial instruments in 
interim financial statements. See note (q).

In December 2008, the FASB issued ASC 715-20, which provides guidance on an 
employer's disclosures about plan assets of a defined benefit pension or other 
postretirement plan.  Specifically, employers will be required to disclose 
information about how investment allocation decisions are made, the fair value 
of each major category of plan assets and information about the inputs and 
valuation techniques used to develop the fair value measurements of plan assets.
The disclosures about plan assets required by ASC 715-20 shall be provided for 
fiscal years ending after December 15, 2009, which is December 31, 2009 for 
the company.

In June 2009, the FASB issued ASC 860-10, which among other changes, eliminates 
the concept of a "qualifying special-purpose entity," changes the requirements 
for derecognizing financial assets, defines the term participating interest to 
establish specific conditions for reporting a transfer of a portion of a 
financial asset as a sale and requires additional disclosures.  ASC 860-10 is 
effective as of the beginning of a reporting entity's first annual reporting 
period that begins after November 15, 2009 (which for the company is 
January 1, 2010), for interim periods within the first annual reporting period 
and for interim and annual reporting periods thereafter.  Earlier application 
is prohibited.  The recognition and measurement provisions are effective for 
transfers occurring on or after the effective date.  Based on an initial 
review, the company believes that its current U.S. trade accounts receivable 
facility will no longer meet the requirements to be treated as a sale of 
receivables, and that it will be accounted for as a secured borrowing with 
pledge of collateral. 

In June 2009, the FASB issued ASC 860-10, which changes how a company 
determines when an entity that is insufficiently capitalized or is not 
controlled through voting (or similar rights) should be consolidated. The 
determination of whether a company is required to consolidate an entity is 
based on, among other things, an entity's purpose and design and a company's 
ability to direct the activities of the entity that most significantly impact 
the entity's economic performance.   ASC 860-10 is effective as of the 
beginning of a reporting entity's first annual reporting period that begins 
after November 15, 2009 (which for the company is January 1, 2010), for interim 
periods within the first annual reporting period and for interim and annual 
reporting periods thereafter.  Earlier application is prohibited.  The company 
is currently assessing the impact of the adoption of  ASC 860-10 on its 
consolidated results of operations, financial position and cash flows.

In October 2009, the FASB issued Accounting Standards Update No. 2009-13, 
"Multiple-Deliverable Revenue Arrangements," (ASU 2009-13) and Accounting 
Standards Update No. 2009-14, "Certain Revenue Arrangements That Include 
Software Elements," (ASU 2009-14).  ASU 2009-13 supersedes certain prior 
accounting guidance and requires an entity to allocate arrangement 
consideration at the inception of an arrangement to all of its deliverables 
based on their relative selling prices (i.e., the relative-selling-price 
method). ASU 2009-13 eliminates the use of the residual method of allocation 
and requires the relative-selling-price method in all circumstances in which 
an entity recognizes revenue for an arrangement with multiple deliverables 
subject to this ASU.  ASU 2009-14 supersedes prior software revenue recognition 
accounting guidance by excluding from the scope of such prior guidance tangible 
products that contain software elements and non-software elements that function 
together to deliver the tangible product's essential functionality.  Both of 
these Accounting Standards Updates must be adopted at the same time and both 
will be effective prospectively for revenue arrangements entered into or 
materially modified in fiscal years beginning on or after June 30, 2010, which 


<PAGE> 15

for the company is January 1, 2011.  Early adoption is permitted.  If an entity 
elects early adoption and the period of adoption is not the beginning of the 
entity's fiscal year, the entity is required to apply the amendments 
retrospectively from the beginning of the entity's fiscal year.  An entity may 
elect, but is not required, to adopt these amendments retrospectively to prior 
periods.  The company is currently assessing when it will adopt and is 
evaluating the impact of the adoption of these Accounting Standards Updates on 
its consolidated results of operations and financial position; however, the 
company expects, as indicated in ASU 2009-14, that the application of the 
amended guidance will result in revenue being recognized earlier than had been 
required under the superseded guidance.

l.  There are various lawsuits, claims, investigations and proceedings that 
have been brought or asserted against the company, which arise in the ordinary 
course of business, including actions with respect to commercial and government 
contracts, labor and employment, employee benefits, environmental matters and 
intellectual property. The company records a provision for these matters when 
it is both probable that a liability has been incurred and the amount of the 
loss can be reasonably estimated.  Any provisions are reviewed at least 
quarterly and are adjusted to reflect the impact and status of settlements, 
rulings, advice of counsel and other information and events pertinent to a 
particular matter. 

The company believes that it has valid defenses with respect to legal matters 
pending against it. Based on its experience, the company also believes that the 
damage amounts claimed in the lawsuits disclosed below are not a meaningful 
indicator of the company's potential liability.  Litigation is inherently 
unpredictable, however, and it is possible that the company's results of 
operations or cash flow could be affected in any particular period by the 
resolution of one or more of the legal matters pending against it.

In 2002, the company and the Transportation Security Administration (TSA) 
entered into a competitively awarded contract providing for the establishment 
of secure information technology environments in airports.  The Civil Division 
of the Department of Justice, working with the Inspector General's Office of 
the Department of Homeland Security, is reviewing issues relating to labor 
categorization and overtime on the TSA contract.  The Civil Division is also 
reviewing issues relating to cyber intrusion protection under the TSA and 
follow-on contracts.  The company is working cooperatively with the Civil 
Division.  The company does not know whether the Civil Division will pursue 
these matters, or, if pursued, what effect they might have on the company. 

The company has contracts with the General Services Administration (GSA), known 
as Multiple Award Schedule Contracts, under which various U.S. governmental 
agencies can purchase products and services from the company.  Auditors from 
the GSA's Office of Inspector General are reviewing the company's compliance 
with the disclosure and pricing provisions under two of these contracts, and 
whether the company has potentially overcharged the government under the 
contracts.  Separately, the company has made voluntary disclosures about these 
matters to the responsible GSA contracting officers.  The company is providing 
pricing and other information to the GSA auditors and is working cooperatively 
with them.  As the audit is on-going, the company cannot predict the outcome 
at this time.

In April 2007, the Ministry of Justice of Belgium sued Unisys Belgium SA-NV, a 
Unisys subsidiary (Unisys Belgium), in the Court of First Instance of Brussels. 
The Belgian government had engaged the company to design and develop software 
for a computerized system to be used to manage the Belgian court system. The 
Belgian State terminated the contract and in its lawsuit has alleged that the 
termination was justified because Unisys Belgium failed to deliver satisfactory 
software in a timely manner.  It claims damages of approximately 28 million 
euros. The company believes it has valid defenses to the claims and contends 
that the Belgian State's termination of the contract was unjustified.  Unisys 
Belgium has filed its defense and counterclaim in the amount of approximately 
18.5 million euros.  The litigation is proceeding.

In December 2007, Lufthansa AG sued Unisys Deutschland GmbH, a Unisys subsidiary
(Unisys Germany), in the District Court of Frankfurt, Germany, for allegedly 
failing to perform properly its obligations during the initial phase of a 2004 
software design and development contract relating to a Lufthansa customer 
loyalty program.  Under the contract, either party was free to withdraw from 
the project at the conclusion of the initial design phase.  Rather than 
withdraw, Lufthansa instead terminated the contract and failed to pay the 
balance owed to Unisys Germany for the initial phase.  Lufthansa's lawsuit 
alleges that Unisys Germany breached the contract by failing to deliver a 
proper design for the new system and seeks approximately 21.4 million euros in 
damages.  The company believes it has valid defenses and has filed its defense 
and a counterclaim in the amount of approximately 1.5 million euros.  The 
litigation is proceeding.


<PAGE> 16

In July 2008, Lufthansa Systems Passenger Services GmbH sued Unisys Germany in 
the District Court of Frankfurt, Germany, in connection with a 2005 agreement 
under which Unisys Germany was to develop passenger management software for 
Lufthansa Systems.  Lufthansa Systems purported to terminate the agreement for 
cause in July 2007 claiming that Unisys Germany failed to deliver satisfactory 
software in a timely manner.  The lawsuit sought a monetary recovery of 
approximately 49 million euros.  The company filed its defense and a 
counterclaim in the amount of approximately 8.6 million euros.  In August 
2009, the district court dismissed all of Lufthansa Systems's claims except a 
claim for 1.9 million euros for delay of the project and entered judgment 
against Unisys Germany for this amount, plus interest and a small portion of 
Lufthansa Systems's attorneys' fees. Having dismissed Lufthansa Systems's 
claims, the court did not rule on the Unisys Germany counterclaim.  Both 
parties have appealed the decision.

Notwithstanding that the ultimate results of the lawsuits, claims, 
investigations and proceedings that have been brought or asserted against the 
company are not currently determinable, the company believes that at September 
30, 2009, it has adequate provisions for any such matters.

m. Accounting rules governing income taxes require that deferred tax assets and 
liabilities be recognized using enacted tax rates for the effect of temporary 
differences between the book and tax bases of recorded assets and liabilities. 
In addition, these rules also require that deferred tax assets be reduced by a 
valuation allowance if it is more likely than not that some portion or the 
entire deferred tax asset will not be realized.

The company evaluates quarterly the realizability of its deferred tax assets by 
assessing its valuation allowance and by adjusting the amount of such 
allowance, if necessary.  The factors used to assess the likelihood of 
realization are the company's forecast of future taxable income and available 
tax-planning strategies that could be implemented to realize the net deferred 
tax assets.  The company uses tax-planning strategies to realize or renew net 
deferred tax assets to avoid the potential loss of future tax benefits.  

In 2005, based upon the level of historical taxable income and projections of 
future taxable income over the periods during which the deferred tax assets are 
deductible, management concluded that it is more likely than not that the U.S. 
and certain foreign deferred tax assets in excess of deferred tax liabilities 
would not be realized.  A full valuation allowance was recognized in 2005 and 
is currently maintained for all U.S. and certain foreign deferred tax assets in 
excess of deferred tax liabilities.  The company will record a tax provision or 
benefit for those international subsidiaries that do not have a full valuation 
allowance against their deferred tax assets.  Any profit or loss recorded for 
the company's U.S. operations will have no provision or benefit associated 
with it.  As a result, the company's provision or benefit for taxes will vary 
significantly depending on the geographic distribution of income.

n. Certain prior year amounts have been reclassified due to the adoption of ASC 
810-10, see note (k).  As a result of the adoption, the following retroactive 
adjustment was made: the December 31, 2008 noncontrolling interests' balance of
$30.5 million, previously presented in other long-term liabilities, has been 
presented as part of stockholders' deficit.  Also, in connection with the 
adoption, the December 31, 2008 noncontrolling interests portion of the 
postretirement plans of $11.9 million, which had previously been included in 
Accumulated Other Comprehensive Income, has been reported as a reduction in the 
noncontrolling interests included in stockholders' deficit.

o. On July 31, 2009, the company completed offers to exchange its 6 7/8% senior 
notes due 2010 (the 2010 Notes), its 8% senior notes due 2012 (the 2012 Notes), 
its 8 1/2% senior notes due 2015 (the 2015 Notes) and its 12 1/2% senior notes 
due 2016 (the 2016 Notes) in private placements for new 12 3/4% senior secured 
notes due 2014 (the First Lien Notes), new 14 1/4% senior secured notes due 
2015 (the Second Lien Notes and, together with First Lien Notes, the New 
Secured Notes), shares of the company's common stock and cash.  On that date, 
the company issued approximately $385.0 million aggregate principal amount of 
First Lien Notes, approximately $246.6 million aggregate principal amount of 
Second Lien Notes and approximately 5.2 million shares of common stock and 
paid $30.0 million in cash in exchange for approximately $235.1 million 
aggregate principal amount of 2010 Notes, approximately $331.9 million 
aggregate principal amount of 2012 Notes, approximately $134.0 million 
aggregate principal amount of 2015 Notes, and approximately $59.4 million 
aggregate principal amount of 2016 Notes.  The New Secured Notes are 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 certain of the company's other current and future 
U.S. subsidiaries.  The First Lien Notes and Second Lien Notes are 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 located outside the U.S., (iii) cash 
or cash equivalents securing reimbursement obligations under letters of credit 
or surety bonds and (iv) certain other excluded assets.  The company recognized 
a net gain of $.5 million on the exchange in "Other income (expense), net" in 
the quarter ended September 30, 2009.  As a result of the exchange, annual 
interest expense will increase by approximately $23 million.


<PAGE> 17

p. The company has evaluated subsequent events (events occurring after 
September 30, 2009) for recognition or disclosure in these financial statements 
up to October 30, 2009.    

q. Financial assets with carrying values approximating fair value include cash 
and cash equivalents and accounts receivable.  Financial liabilities with 
carrying values approximating fair value include accounts payable and other 
accrued liabilities.  The carrying amounts of these financial assets and 
liabilities approximate fair value due to their short maturities.  At September 
30, 2009, the carrying amount of long-term debt, including current maturities, 
approximated fair value. 


I
tem 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS

Overview

The earnings per share amounts below reflect the company's previously announced 
reverse stock split applied on a retroactive basis (see note (a) of the Notes to
Consolidated Financial Statements).

The company reported significantly improved profitability and cash flow for the 
first nine months of 2009 as the company's results benefited from ongoing 
actions to concentrate its resources more effectively and reduce its cost base, 
despite a decline in revenue. 

Revenue in the first nine months of 2009 compared with the year-ago period was 
impacted by weakness in global economic conditions as well as unfavorable 
foreign currency translation.  The company reported revenue of $3.39 billion in 
the nine months ended September 30, 2009, down 14% compared with revenue of 
$3.95 billion in the nine months ended September 30, 2008.  Foreign currency 
exchange rates had an approximately 7-percentage-point negative impact on 
revenue in the first nine months of 2009.  On a constant currency basis, 
revenue declined 7% in the first nine months of 2009 compared to the prior-year 
period.

For the nine months ended September 30, 2009, operating income increased to 
$215.4 million compared with $88.5 million in the first nine months of 2008.  
Operating profit percent increased to 6.4% for the first nine months of 2009 
compared with 2.2% in the year-ago period.  After a tax provision of $58.4 
million, the company reported net income attributable to Unisys Corporation of 
$74.8 million, or $1.93 per diluted share, for the first nine months of 2009.  
This compared with a year-ago net loss attributable to Unisys Corporation of 
$72.1 million, or a loss of $2.01 per diluted share, which included a tax 
provision of $72.5 million.

Cash from operating activities increased to $181.8 million in the first nine 
months of 2009 compared with $116.4 million in the same period of 2008.

Results of operations
Company results
     
Revenue for the quarter ended September 30, 2009 was $1.16 billion compared 
with $1.31 billion for the third quarter of 2008, a decrease of 12% from the 
prior year.  Foreign currency fluctuations had a 5-percentage-point negative 
impact on revenue in the third quarter compared with the year-ago period.  
Services revenue declined 13% and Technology revenue declined 4% in the third 
quarter compared with the year-ago period.  U.S. revenue was down 3% in the 
third quarter compared with the year-ago period, as growth in U.S. Federal 
government revenue was offset by declines in commercial revenue.  International 
revenue decreased 18% (11% on a constant currency basis) in the three months 
ended September 30, 2009 due to declines in all major regions.  



<PAGE> 18

Total gross profit margin was 26.4% in the three months ended September 30, 2009
compared with 22.2% in the three months ended September 30, 2008.  The increase 
in gross profit margin reflects improved cost efficiencies in services delivery,
the benefits from operating expense reductions as well as a stronger mix of 
high-end enterprise server sales.  

Selling, general and administrative expense in the three months ended September 
30, 2009 was $163.5 million (14.1% of revenue) compared with $218.4 million 
(16.6% of revenue) in the year-ago period.  The decrease in selling, general 
and administrative expense reflects the benefits from cost reduction actions as 
well as foreign currency exchange fluctuations.  During the three months ended 
September 30, 2009 and 2008, the company reversed $2.4 million and $13.2 
million, respectively, of previously-accrued compensation expense related to 
performance-based restricted stock units due to a change in the assessment of 
the achievability of the performance goals.  In addition, during the three 
months ended September 30, 2009, the company reversed $2.6 million of 
previously-accrued share-based compensation principally related to employees 
terminated in prior periods (see note (f)).

Research and development (R&D) expenses in the third quarter of 2009 were $24.3 
million compared with $35.7 million in the third quarter of 2008.  The decrease 
in R&D expenses in 2009 compared with 2008 principally reflects changes in the 
company's development model as the company has focused its investments on 
software development versus hardware design.
 	
For the third quarter of 2009, the company reported operating income of $118.0 
million compared with operating income of $37.9 million in the third quarter 
of 2008.    

For the three months ended September 30, 2009, pension income was $5.2 million 
compared with pension income of $15.0 million for the three months ended 
September 30, 2008.  The expense related to the company's match to the U.S. 
401(k) plan for the three months ended September 30, 2009 and 2008 was zero and 
$11.3 million, respectively.  Effective January 1, 2009, the company match was 
suspended. The company records pension income or expense, as well as other 
employee-related costs such as 401(k) match, payroll taxes and medical 
insurance costs, in operating income in the following income statement 
categories:  cost of revenue; selling, general and administrative expenses; 
and research and development expenses.  The amount allocated to each category 
is based on where the salaries of active employees are charged.

Due to changes in estimates related to cost reduction charges, during the three 
months ended September 30, 2009, $4.7 million was recorded as expense compared 
with $2.0 million recorded as expense in the year-ago period. 

Interest expense for the three months ended September 30, 2009 was $25.4 
million compared with $21.5 million for the three months ended September 30, 
2008. The increase was principally due to higher interest rates associated with 
the debt issued in connection with the debt exchange discussed below. 

Other income (expense), net was an expense of $3.3 million in the third quarter 
of 2009, compared with expense of $.9 million in 2008, principally due to a 
loss of $4.7 million on the sale of a subsidiary in the third quarter of 2009. 

The company reported income before income taxes for the three months ended 
September 30, 2009 of $89.3 million compared with income before taxes of $15.5 
million in 2008.  The provision for income taxes was $26.2 million in the third 
quarter compared with a provision of $45.1 million in the year-ago period.  
Included in the tax provision for the three months ended September 30, 2009 was 
a benefit related to a prior period adjustment of $4.4 million.  Included in 
the tax provision for the three months ended September 30, 2008 was a provision 
of $7.8 million for the understatement of the income tax provision for the 
first and second quarters of 2008. This charge had no effect on the 2008 year 
to date provision for income taxes.

The company evaluates quarterly the realizability of its deferred tax assets by 
assessing its valuation allowance and by adjusting the amount of such 
allowance, if necessary.  The company will record a tax provision or benefit 
for those international subsidiaries that do not have a full valuation 
allowance against their deferred tax assets.  Any profit or loss recorded for 
the company's U.S. operations will have no provision or benefit associated
 with it.  As a result, the company's provision or benefit for taxes will vary 
significantly quarter to quarter depending on the geographic distribution of 
income.



<PAGE> 19

The net income attributable to Unisys Corporation for the three months ended 
September 30, 2009 was $61.1 million, or $1.48 per diluted share, compared with 
a net loss attributable to Unisys Corporation of $34.7 million, or a loss of 
$.96 per diluted share, for the three months ended September 30, 2008.

Revenue for the nine months ended September 30, 2009 was $3.39 billion compared 
with $3.95 billion for the nine months ended September 30, 2008, a decrease of 
14% from the prior year.  Foreign currency fluctuations had a 7-percentage-point
negative impact on revenue in the current period compared with the year-ago 
period.   Services revenue declined 13% and Technology revenue declined 21% for 
the nine months ended September 30, 2009 compared with the year-ago period.  
U.S. revenue was down 3% in the first nine months of 2009 compared with the 
year-ago period, as growth in U.S. Federal government revenue was offset by 
declines in commercial revenue.  International revenue decreased 23% (10% on a 
constant currency basis) in the first nine months of 2009 due to declines in 
all major regions.  

Total gross profit margin was 23.6% in the nine months ended September 30, 2009 
compared with 22.5% in the nine months ended September 30, 2008.  The increase 
in gross profit margin reflects the benefits from cost reduction actions.    

Selling, general and administrative expense in the nine months ended September 
30, 2009 was $506.3 million (14.9% of revenue) compared with $701.9 million 
(17.8% of revenue) in the year-ago period.  The decrease in selling, general 
and administrative expense reflects the benefits from cost reduction actions 
as well as foreign currency exchange fluctuations.  During the nine months 
ended September 30, 2009 and 2008, the company reversed $2.4 million and $13.2 
million, respectively, of previously-accrued compensation expense related to 
performance-based restricted stock units due to a change in the assessment of 
the achievability of the performance goals.  In addition, during the nine 
months ended September 30, 2009, the company reversed $2.6 million of 
previously-accrued share-based compensation principally related to employees 
terminated in prior periods (see note (f)).

R&D expenses in the first nine months of 2009 were $76.8 million compared with 
$98.6 million in the first nine months of 2008.  The decrease in R&D expenses 
in 2009 compared with 2008 principally reflects changes in the company's 
development model as the company has focused its investments on software 
development versus hardware design.
 	
For the nine months ended September 30, 2009, the company reported operating 
income of $215.4 million compared with operating income of $88.5 million for 
the nine months ended September 30, 2008.  

For the nine months ended September 30, 2009, pension income was $17.0 million 
compared with pension income of $35.3 million for the nine months ended 
September 30, 2008.  The decrease in pension income in 2009 from 2008 was 
principally due to lower returns on plan assets worldwide.  The expense related 
to the company's match to the U.S. 401(k) plan for the nine months ended 
September 30, 2009 and 2008 was zero and $38.0 million, respectively.  

Due to changes in estimates related to cost reduction charges, during the nine 
months ended September 30, 2009, $4.7 million was recorded as income compared 
with $1.2 million recorded as expense in the year-ago period. In addition, 
during the nine months ended September 30, 2009, the company recorded a benefit 
of $11.2 million (a $5.4 million benefit in other income, a $6.1 million 
benefit in cost of revenue and an expense of $.3 million in selling, general 
and administrative expense related to legal fees) relating to a change in 
Brazilian law involving a gross receipt tax.

Interest expense for the nine months ended September 30, 2009 was $68.4 million 
compared with $64.3 million for the nine months ended September 30, 2008.  The 
increase was principally due to higher interest rates associated with the debt 
issued in connection with the debt exchange discussed below. 

Other income (expense), net was an expense of $7.0 million for the nine months 
ended September 30, 2009, compared with expense of $8.4 million for the nine 
months ended September 30, 2008.  The nine months ended September 30, 2009 
includes income of $5.4 million related to the Brazilian law change discussed 
above, a loss of $4.7 million on the sale of a subsidiary and foreign exchange 
losses of $6.1 million.  Included in the nine months ended September 30, 2008 
were foreign exchange losses of $.8 million.



<PAGE> 20

The company reported income before income taxes for the nine months ended 
September 30, 2009 of $140.0 million compared with income of $15.8 million in 
2008.  The provision for income taxes was $58.4 million in the first nine 
months of 2009 compared with a provision of $72.5 million in the year-ago 
period. Included in the tax provision for the nine months ended September 30, 
2009 was a U.S. refundable credit of $8.3 million, a foreign tax refund of 
$2.7 million related to a 2008 refund claim and a benefit related to a prior 
period adjustment of $5.0 million.  Included in the tax provision for the nine 
months ended September 30, 2008 was a $5.1 million benefit related to prior 
years' intercompany royalties and a U.S. refundable credit of $4.1 million.

The net income attributable to Unisys Corporation for the nine months ended 
September 30, 2009 was $74.8 million, or $1.93 per diluted share, compared with 
a net loss attributable to Unisys Corporation of $72.1 million, or a loss of 
$2.01 per diluted share, for the nine months ended September 30, 2008.

Segment results

The company has two business segments:  Services and Technology.  Revenue 
classifications by segment are as follows:  Services - systems integration and 
consulting, outsourcing, infrastructure services and core maintenance; 
Technology - enterprise-class servers and specialized technologies.  The 
accounting policies of each business segment are the same as those followed by 
the company as a whole.  Intersegment sales and transfers are priced as if the 
sales or transfers were to third parties.  Accordingly, the Technology segment 
recognizes intersegment revenue and manufacturing profit on hardware and 
software shipments to customers under Services contracts.  The Services 
segment, in turn, recognizes customer revenue and marketing profit on such 
shipments of company hardware and software to customers.  The Services segment 
also includes the sale of hardware and software products sourced from third 
parties that are sold to customers through the company's Services channels.  In 
the company's consolidated statements of income, the manufacturing costs of 
products sourced from the Technology segment and sold to Services customers are 
reported in cost of revenue for Services.  
           
Also included in the Technology segment's sales and operating profit are sales 
of hardware and software sold to the Services segment for internal use in 
Services engagements.  The amount of such profit included in operating income 
of the Technology segment for the three months ended September 30, 2009 and 
2008 was $1.5 million and $21.9 million, respectively.  The amount for the nine 
months ended September 30, 2009 and 2008 was $12.0 million and $33.1 million, 
respectively.  The profit on these transactions is eliminated in Corporate.  

The company evaluates business segment performance on operating profit 
exclusive of cost reduction charges and unusual and nonrecurring items, which 
are included in Corporate.  All other corporate and centrally incurred costs 
are allocated to the business segments, based principally on revenue, 
employees, square footage or usage.  

Information by business segment for the three months ended September 30, 2009 
and 2008 is presented below (in millions of dollars):

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Three Months Ended
September 30, 2009
------------------
Customer revenue          $1,159.6                 $1,006.0     $ 153.6
Intersegment                  -        $ (33.2)         1.7        31.5
                          --------     -------      -------      ------
Total revenue             $1,159.6     $ (33.2)    $1,007.7     $ 185.1 
                          ========    ========     ========     =======
Gross profit percent          26.4%                    19.7%       55.2%
                          ========                  =======      ======
Operating income percent      10.2%                     7.7%       21.2%
                          ========                  =======      ======
Three Months Ended
September 30, 2008
------------------
Customer revenue          $1,312.4                 $1,152.1     $ 160.3
Intersegment                  -        $ (67.5)         4.0        63.5
                          --------     -------      -------      ------
Total revenue             $1,312.4     $ (67.5)    $1,156.1     $ 223.8  
                          ========     ========     =======      ======
Gross profit percent          22.2%                    17.6%       47.5%
                          ========                  =======      ======
Operating income percent       2.9%                     3.1%       11.0%
                          ========                  =======      ======
                      
Gross profit and operating income percent are as a percent of total revenue.


<PAGE> 21

Customer revenue by classes of similar products or services, by segment, 
is presented below (in millions of dollars):

                                    Three Months                
                                  Ended September 30           
                                 -------------------     Percent   
                                   2009       2008        Change    
                                   ----       ----       --------     
    Services 
     Systems integration
       and consulting            $  327.3    $ 361.2       (9.4)%   
     Outsourcing                    464.5      515.0       (9.8)%
     Infrastructure services        133.7      182.1      (26.6)%
     Core maintenance                80.5       93.8      (14.2)% 
                                 --------   --------       
                                  1,006.0    1,152.1      (12.7)%
    Technology
     Enterprise-class servers       138.8      141.3       (1.8)%    
     Specialized technologies        14.8       19.0      (22.1)%  
                                 --------   --------       
                                    153.6      160.3       (4.2)%
                                 --------   --------       
    Total                        $1,159.6   $1,312.4      (11.6)%
                                 ========   ========       

In the Services segment, customer revenue was $1,006.0 million for the three 
months ended September 30, 2009 down 12.7% from the three months ended 
September 30, 2008.  Services revenue in the third quarter of 2009 when 
compared with the year-ago period was impacted by continued world wide weak 
demand and foreign currency exchange rates.  Foreign currency translation had 
a 5-percentage-point negative impact on Services revenue in the current quarter 
compared with the year-ago period.  

Revenue from systems integration and consulting decreased 9.4% in the three 
months ended September 30, 2009 compared with the year-ago period, reflecting 
lower demand for project-based services.

Outsourcing revenue decreased 9.8% in the three months September 30, 2009 
compared with the year-ago period, primarily reflecting a decline in business 
processing outsourcing (BPO) revenue. 

Infrastructure services revenue declined 26.6% in the three months ended 
September 30, 2009 compared with the year-ago period.  The decline was due to 
weakness in demand for network design and consulting projects, as well as the 
shift of project-based infrastructure work to managed outsourcing contracts.

Core maintenance revenue declined 14.2% in the third quarter compared with the 
prior-year quarter.  The company expects the secular decline of core 
maintenance to continue.

Services gross profit was 19.7% in the third quarter of 2009 compared with 
17.6% in the year-ago period.  Services operating income percent was 7.7% in 
the three months ended September 30, 2009 compared with 3.1% in the three 
months ended September 30, 2008.  Contributing to the increase in Services 
margins were the benefits from operating expense reductions as well as cost 
efficiencies in services delivery.   

In the Technology segment, customer revenue was $153.6 million in the September 
2009 quarter compared with $160.3 million in the year-ago period for a decrease 
of 4.2%.  Foreign currency translation had a negative impact of approximately 1-
percentage point on Technology revenue in the September 2009 quarter compared 
with the prior-year period.  

Revenue from the company's enterprise-class servers, which includes the 
company's ClearPath and ES7000 product families, decreased 1.8% for the three 
months ended September 30, 2009 compared with the three months ended September 
30, 2008.  Revenue in the current quarter benefited from a number of high-end 
enterprise server deals that were closed; however, the company expects the 
secular decline in the enterprise-class server market to continue.

Revenue from specialized technologies, which includes third-party technology 
products and the company's payment systems products, decreased $4.2 million for 
the three months ended September 30, 2009 compared with the prior year period, 
principally due to a decline in the company's payment systems products.

Technology gross profit was 55.2% in the current quarter compared with 47.5% in 
the year-ago quarter.  Technology operating income percent was 21.2% in the 
three months ended September 30, 2009 compared with 11.0% in the three months 
ended September 30, 2008.  Contributing to the increase in Technology margins  
was a stronger mix of high-end enterprise server sales as well as the benefits 
from cost reduction actions.    


<PAGE> 22

Information by business segment for the nine months ended September 30, 2009 
and 2008 is presented below (in millions of dollars):

                                       Elimi-    
                            Total      nations      Services    Technology
                           -------     -------      --------    ----------
Nine Months Ended
September 30, 2009
------------------
Customer revenue          $3,388.2                 $3,019.8     $ 368.4
Intersegment                  -        $(118.4)         5.0       113.4
                          --------     -------      -------      ------
Total revenue             $3,388.2     $(118.4)    $3,024.8     $ 481.8 
                          ========     =======     ========     =======
Gross profit percent          23.6%                    19.0%       43.8%
                          ========                  =======      ======
Operating income percent       6.4%                     6.1%        2.8%
                          ========                  =======      ======
Nine Months Ended
September 30, 2008
------------------
Customer revenue          $3,953.7                 $3,486.2     $ 467.5
Intersegment                  -        $(162.2)         9.4       152.8
                          --------     -------      -------      ------
Total revenue             $3,953.7     $(162.2)    $3,495.6     $ 620.3  
                          ========     ========    ========      ======
Gross profit percent          22.5%                    18.4%       43.4%
                          ========                  =======      ======
Operating income percent       2.2%                     2.9%        3.1%
                          ========                  =======      ======
          
Gross profit and operating income percent are as a percent of total revenue.

Customer revenue by classes of similar products or services, by segment, is 
presented below (in millions of dollars):

                                    Nine Months                
                                  Ended September 30           
                                 -------------------      Percent   
                                   2009       2008        Change    
                                   ----       ----       --------     
    Services 
     Systems integration
       and consulting            $1,018.5   $1,094.7       (7.0)%   
     Outsourcing                  1,347.8    1,529.7      (11.9)%
     Infrastructure services        419.7      575.7      (27.1)%
     Core maintenance               233.8      286.1      (18.3)% 
                                 --------   --------       
                                  3,019.8    3,486.2      (13.4)%
    Technology
     Enterprise-class servers       295.5      384.7      (23.2)%    
     Specialized technologies        72.9       82.8      (12.0)%  
                                 --------   --------       
                                    368.4      467.5      (21.2)%
                                 --------   --------       
    Total                        $3,388.2   $3,953.7      (14.3)%
                                 ========   ========       


In the Services segment, customer revenue was $3,019.8 million for the nine 
months ended September 30, 2009 down 13.4% from the nine months ended September 
30, 2008.  Services revenue in the first nine months of 2009 when compared with 
the year-ago period was impacted by continued world wide weak demand and 
foreign currency exchange rates.  Foreign currency translation had an 8-
percentage-point negative impact on Services revenue in the first nine months 
of 2009 compared with the year-ago period.  

Revenue from systems integration and consulting decreased 7.0% from $1,094.7
million for the nine months ended September 30, 2008 to $1,018.5 million for 
the nine months ended September 30, 2009.



<PAGE> 23

Outsourcing revenue decreased 11.9% for the nine months September 30, 2009 
compared with the year-ago period, primarily reflecting a decline in BPO 
revenue.

Infrastructure services revenue declined 27.1% for the nine months ended 
September 30, 2009 compared with the year-ago period.  The decline was due to 
weakness in demand for network design and consulting projects, as well as the 
shift of project-based infrastructure work to managed outsourcing contracts.

Core maintenance revenue declined 18.3% in the nine months ended September 30, 
2009 compared with the prior-year period.  The company expects the secular 
decline of core maintenance to continue.

Services gross profit was 19.0% for the nine months ended September 30, 2009 
compared with 18.4% in the year-ago period.  Services operating income percent 
was 6.1% for the nine months ended September 30, 2009 compared with 2.9% for 
the nine months ended September 30, 2008.  Contributing to the increase in 
Services operating profit margin were benefits from cost reduction actions.

In the Technology segment, customer revenue was $368.4 million in the nine 
months ended September 30, 2009 compared with $467.5 million in the year-ago 
period for a decrease of 21.2%.  Foreign currency translation had a negative 
impact of approximately 4-percentage points on Technology revenue in the first 
nine months of 2009 compared with the prior-year period.  The decline in 
Technology revenue in 2009 reflects lower sales of high-end mainframe systems, 
primarily in Europe and Japan, as clients deferred planned purchases in a weak 
economic environment, as well as the expiration of a royalty from Nihon Unisys 
Limited (NUL). The company had recognized revenue of $18.8 million per quarter 
($8.5 million in enterprise-class servers and $10.3 million in specialized 
technologies) under this royalty agreement over the three-year period ended 
March 31, 2008.  The expiration of this royalty from NUL contributed about 4 
percentage points of the technology segment's 21% decline in revenue.  

Revenue from the company's enterprise-class servers, which includes the 
company's ClearPath and ES7000 product families, decreased 23.2% for the nine 
months ended September 30, 2009 compared with the nine months ended September 
30, 2008.  Technology sales during the period slowed as clients tightened 
spending on information technology projects due to economic concerns.  Also 
contributing to the decrease in revenue was the secular decline in the 
enterprise-class server market, which the company expects to continue.

Revenue from specialized technologies, which includes third-party technology 
products and the company's payment systems products, decreased 12.0% for the 
nine months ended September 30, 2009 compared with the nine months ended 
September 30, 2008.  

Technology gross profit was 43.8% in the first nine months of 2009 compared 
with 43.4% in the year-ago period.  Technology operating income percent was 
2.8% for the nine months ended September 30, 2009 compared with 3.1% for the 
nine months ended September 30, 2008. 


New accounting pronouncements

See note (k) of the Notes to Consolidated Financial Statements for a full 
description of recent accounting pronouncements, including the expected dates 
of adoption and estimated effects on results of operations and financial 
condition.

Financial condition

Cash and cash equivalents at September 30, 2009 were $473.6 million compared 
with $544.0 million at December 31, 2008.

The company's principal sources of liquidity are cash on hand, cash from 
operations and its U.S. trade accounts receivable facility, which is discussed 
below.  The company's revolving credit facility, which provided for loans and 
letters of credit up to an aggregate of $275 million, expired on May 31, 2009.  
As discussed below, on July 31, 2009 the company closed private offers to 
exchange its outstanding senior notes, for new senior secured notes due in 
2014, new senior secured notes due in 2015, common stock and $30 million of 
cash.  The company also utilizes surety bonds, letters of credit, foreign 
exchange derivatives and other financial instruments to conduct its business.  

The company's anticipated future cash expenditures include contributions to its 
defined benefit pension plans and payments in respect of cost-reduction actions.
In addition to actions to reduce its cost structure, the company will continue 
to focus on working capital management and to tightly manage capital 
expenditures.  Given these actions and its cash on hand at September 30, 2009, 
the company believes that it will have adequate sources of liquidity to meet 
its expected near-term cash requirements.  


<PAGE> 24

During the nine months ended September 30, 2009, cash provided by operations 
was $181.8 million compared with cash provided of $116.4 million for the nine 
months ended September 30, 2008.  Cash expenditures for the nine months ended 
September 30, 2009 related to cost-reduction actions (which are included in 
operating activities) were approximately $56.2 million compared with $49.0 
million for the prior-year period.  Cash expenditures for prior year cost-
reduction actions are expected to be approximately $12.0 million for the 
remainder of 2009, resulting in an expected cash expenditure of approximately 
$68.2 million in 2009 compared with $60.4 million in 2008.  

Cash used for investing activities for the nine months ended September 30, 2009 
was $231.7 million compared with cash usage of $226.4 million during the nine 
months ended September 30, 2008.  Items affecting cash used for investing 
activities were the following: Net proceeds from investments were $1.9 million 
for the nine months ended September 30, 2009 compared with net purchases of 
$9.8 million in the prior-year period.  Proceeds from investments and purchases 
of investments represent derivative financial instruments used to manage the 
company's currency exposure to market risks from changes in foreign currency 
exchange rates. The amount of proceeds and purchases of investments has 
declined significantly from last year, principally reflecting the fact that in 
the fourth quarter of 2008, the company capitalized certain intercompany 
balances for foreign subsidiaries which reduced the need for these derivatives.
During the nine months ended September 30, 2009, the company used $82.5 
million of cash to collateralize letters of credit.  In addition, in the 
current nine month period, the investment in marketable software was $43.7 
million compared with $65.9 million in the year-ago period, capital additions 
of properties were $32.1 million in 2009 compared with $51.8 million in 2008 
and capital additions of outsourcing assets were $73.4 million in 2009 
compared with $96.6 million in 2008. 

Cash used for financing activities during the nine months ended September 30, 
2009 was $45.4 million compared with $200.9 million of cash used during the 
nine months ended September 30, 2008.  The cash usage in the current nine month 
period of $45.4 million relates to the debt exchange discussed below.  The 
prior-year period cash usage was principally due to the January 2008 
redemption, at par, of all $200 million of the company's 7 7/8% senior notes 
due April 1, 2008.

At September 30, 2009, total debt was $911.0 million, a decrease of $149.6 
million from December 31, 2008, principally due to the debt exchange discussed 
below. 

On July 31, 2009, the company completed offers to exchange its 6 7/8% senior 
notes due 2010 (the 2010 Notes), its 8% senior notes due 2012 (the 2012 Notes), 
its 8 1/2% senior notes due 2015 (the 2015 Notes) and its 12 1/2% senior notes 
due 2016 (the 2016 Notes) in private placements for new 12 3/4% senior secured 
notes due 2014 (the First Lien Notes), new 14 1/4% senior secured notes due 2015
(the Second Lien Notes and, together with First Lien Notes, the New Secured 
Notes), shares of the company's common stock and cash.  On that date, the 
company issued approximately $385.0 million aggregate principal amount of First 
Lien Notes, approximately $246.6 million aggregate principal amount of Second 
Lien Notes and approximately 5.2 million shares of common stock and paid $30.0 
million in cash in exchange for approximately $235.1 million aggregate 
principal amount of 2010 Notes, approximately $331.9 million aggregate 
principal amount of 2012 Notes, approximately $134.0 million aggregate 
principal amount of 2015 Notes, and approximately $59.4 million aggregate 
principal amount of 2016 Notes.  The New Secured Notes are 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 certain of the company's other current and future U.S. 
subsidiaries.  The First Lien Notes and Second Lien Notes are 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 located outside the U.S., (iii) cash or cash equivalents 
securing reimbursement obligations under letters of credit or surety bonds and 
(iv) certain other excluded assets.  The company recognized a net gain of $.5 
million on the exchange in "Other income (expense), net" in the quarter ended 
September 30, 2009.  As a result of the exchange, annual interest expense will 
increase by approximately $23 million.


<PAGE> 25

On May 16, 2008, the company entered into a three-year, U.S. trade accounts 
receivable facility.  Under this facility, the company has agreed to sell, on 
an ongoing basis, through Unisys Funding Corporation I, a wholly owned 
subsidiary, up to $150 million of interests in eligible U.S. trade accounts 
receivable.   Under the facility, receivables are sold at a discount that 
reflects, among other things, a yield based on LIBOR subject to a minimum rate.
The facility includes customary representations and warranties, including no 
material adverse change in the company's business, assets, liabilities, 
operations or financial condition.  It also requires the company to maintain a 
minimum fixed charge coverage ratio and requires the maintenance of certain 
ratios related to the sold receivables. The facility will be subject to early 
termination if, as of February 28, 2010, the 2010 Notes have not been 
refinanced or extended to a date later than May 16, 2011.  Other termination 
events include failure to perform covenants, materially incorrect 
representations and warranties, change of control and default under debt 
aggregating at least $25 million.  At September 30, 2009 and December 31, 2008, 
the company had sold $118 million and $141 million, respectively, of eligible 
receivables.

In addition, the company and certain international subsidiaries have access to 
uncommitted lines of credit from various banks.  

At September 30, 2009, the company has met all covenants and conditions under 
its various lending and funding agreements.  The company expects to continue to 
meet these covenants and conditions.  

The company currently expects to make cash contributions of approximately $100-
$105 million to its worldwide, primarily non-U.S., defined benefit pension plans
in 2009, of which $55.8 million has been made as of September 30, 2009.  In 
accordance with regulations governing contributions to U.S. defined benefit 
pension plans, the company is not required to fund its U.S. qualified defined 
benefit pension plan in 2009.  

The company may, from time to time, redeem, tender for, or repurchase its 
securities in the open market or in privately negotiated transactions depending 
upon availability, market conditions and other factors.  The company has on 
file with the Securities and Exchange Commission an effective registration 
statement covering $1.1 billion of debt or equity securities, which enables the 
company to be prepared for future market opportunities.
           
Factors that may affect future results

From time to time, the company provides information containing "forward-looking"
statements, as defined in the Private Securities Litigation Reform Act of 1995. 
Forward-looking statements provide current expectations of future events and 
include any statement that does not directly relate to any historical or 
current fact. Words such as "anticipates," "believes," "expects," "intends," 
"plans," "projects" and similar expressions may identify such forward-looking 
statements. All forward-looking statements rely on assumptions and are subject 
to risks, uncertainties and other factors that could cause the company's actual 
results to differ materially from expectations. Factors that could affect 
future results include, but are not limited to, those discussed below. Any 
forward-looking statement speaks only as of the date on which that statement is 
made. The company assumes no obligation to update any forward-looking statement 
to reflect events or circumstances that occur after the date on which the 
statement is made.

Factors that could affect future results include the following: 

THE COMPANY'S BUSINESS IS AFFECTED BY THE ECONOMIC AND BUSINESS ENVIRONMENT. 
The company's recent financial results have been impacted by the global 
economic slowdown.  The company has seen this slowdown particularly in its 
financial services business but also in other key commercial industries, as 
clients reacted to economic uncertainties by reducing information technology 
spending.  Decreased demand for the company's services and products has 
impacted its revenue and profit margins.  If current economic conditions 
continue or worsen, including if the company's customers are unable to obtain 
financing to purchase the company's services and products due to tight credit 
conditions, the company could see further reductions in demand and increased 
pressure on revenue and profit margins.  The company could also see a further 
consolidation of firms in the financial services industry, which could also 
result in a decrease in demand.  In addition, during the recent period of 
disruption in the financial markets, the market price for the company's common 
shares has been volatile.  The company's business could also be affected by 
acts of war, terrorism or natural disasters.  Current world tensions could 
escalate, and this could have unpredictable consequences on the world economy 
and on the company's business.


<PAGE> 26

THE COMPANY'S FUTURE RESULTS MAY DEPEND ON ITS ABILITY TO ACCESS EXTERNAL 
CREDIT MARKETS.  The capital and credit markets have been experiencing extreme 
volatility and disruption.  In addition, the commercial lending market has 
contracted, with limited new loan originations or refinancings taking place.  
Based on the current lending environment, the company expects to have 
difficulty accessing significant additional capital in the credit markets on 
acceptable terms.  Given tight credit markets, along with the company's credit 
rating, the company did not replace its revolving credit facility that expired 
on May 31, 2009.  Also, the company's ability to redeem or refinance the 
senior notes that remain outstanding after the closing of the exchange offers 
could be affected by credit market conditions.  The turmoil and volatility in 
financial markets may also impact the company's ability to utilize surety 
bonds, letters of credit, foreign exchange derivatives and other financial 
instruments the company uses to conduct its business.  Although the company 
intends to use cash on hand to address its liquidity needs, its ability to do 
so assumes that its operations will continue to generate sufficient cash and 
that its cash requirements will not materially exceed current estimates.

THE COMPANY HAS SIGNIFICANT PENSION OBLIGATIONS.  The company has unfunded 
obligations under its U.S. and non-U.S. defined benefit pension plans.  The 
company expects to make cash contributions of approximately $100-$105 million 
to its worldwide, primarily non-U.S., defined benefit pension plans in 2009.  
In accordance with regulations governing contributions to U.S. defined benefit 
pension plans, the company is not required to fund its U.S. qualified defined 
benefit pension plan in 2009.  In addition, under IRS regulations issued in 
March 2009, the company currently believes that it will not be required to 
fund its U.S. qualified defined benefit pension plan in 2010.  A further 
deterioration in the value of the company's worldwide defined benefit pension 
plan assets could require the company to make larger cash contributions to its 
defined benefit pension plans in the future.  In addition, the funding of plan 
deficits over a shorter period of time than currently anticipated could result 
in making cash contributions to these plans on a more accelerated basis.  
Either of these events would reduce the cash available for working capital and 
other corporate uses and may have an adverse impact on the company's 
operations, financial condition and liquidity.

THE COMPANY'S FUTURE RESULTS WILL DEPEND ON THE SUCCESS OF ITS TURNAROUND 
PROGRAM.  Over the past several years, the company has implemented and is 
continuing to implement, significant cost-reduction measures intended to 
achieve profitability.  The company has incurred significant cost reduction 
charges in connection with these efforts.  Future results will depend on the 
success of these efforts as well as on the success of the company's program to 
focus its global resources and simplify its business structure.  This program 
is based on various assumptions, including assumptions regarding market segment 
growth, client demand, and the proper skill set of and training for sales and 
marketing management and personnel, all of which are subject to change.  
Furthermore, the company's institutional stockholders may attempt to influence 
these strategies.

THE COMPANY FACES AGGRESSIVE COMPETITION IN THE INFORMATION SERVICES AND 
TECHNOLOGY MARKETPLACE.  The information services and technology markets in 
which the company operates include a large number of companies vying for 
customers and market share both domestically and internationally. The company's 
competitors include consulting and other professional services firms, systems 
integrators, outsourcing providers, infrastructure services providers, computer 
hardware manufacturers and software providers. Some of the company's 
competitors may develop competing products and services that offer better price-
performance or that reach the market in advance of the company's offerings. 
Some competitors also have or may develop greater financial and other resources 
than the company, with enhanced ability to compete for market share, in some 
instances through significant economic incentives to secure contracts. Some 
also may be better able to compete for skilled professionals. Any of these 
factors could lead to reduced demand for the company's products and services 
and could have an adverse effect on the company's business. Future results will 
depend on the company's ability to mitigate the effects of aggressive 
competition on revenues, pricing and margins and on the company's ability to 
attract and retain talented people. 

THE COMPANY FACES VOLATILITY AND RAPID TECHNOLOGICAL CHANGE IN ITS INDUSTRY.  
The company operates in a highly volatile industry characterized by rapid 
technological change, evolving technology standards, short product life cycles 
and continually changing customer demand patterns. Future success will depend 
in part on the company's ability to anticipate and respond to these market 
trends and to design, develop, introduce, deliver or obtain new and innovative 
products and services on a timely and cost-effective basis. The company may not 
be successful in anticipating or responding to changes in technology, industry 
standards or customer preferences, and the market may not demand or accept its 
services and product offerings. In addition, products and services developed 
by competitors may make the company's offerings less competitive. 



<PAGE> 27

THE COMPANY'S FUTURE RESULTS WILL DEPEND ON ITS ABILITY TO RETAIN SIGNIFICANT 
CLIENTS.  The company has a number of significant long-term contracts with 
clients, including governmental entities, and its future success will depend, 
in part, on retaining its relationships with these clients.  The company could 
lose clients for such reasons as contract expiration, conversion to a competing 
service provider, disputes with clients or a decision to in-source services, 
including for contracts with governmental entities as part of the rebid 
process. The company could also lose clients as a result of their merger, 
acquisition or business failure. The company may not be able to replace the 
revenue and earnings from any such lost client.

THE COMPANY'S FUTURE RESULTS WILL DEPEND IN PART ON ITS ABILITY TO GROW 
OUTSOURCING.  The company's outsourcing contracts are multiyear engagements 
under which the company takes over management of a client's technology 
operations, business processes or networks.  In a number of these arrangements, 
the company hires certain of its clients' employees and may become responsible 
for the related employee obligations, such as pension and severance commitments.
In addition, system development activity on outsourcing contracts may require 
the company to make significant upfront investments.  The company will need to 
have available sufficient financial resources in order to take on these 
obligations and make these investments. 

Recoverability of outsourcing assets is dependent on various factors, including 
the timely completion and ultimate cost of the outsourcing solution, and 
realization of expected profitability of existing outsourcing contracts.  These 
risks could result in an impairment of a portion of the associated assets, 
which are tested for recoverability quarterly. 

As long-term relationships, outsourcing contracts provide a base of recurring 
revenue.  However, outsourcing contracts are highly complex and can involve the 
design, development, implementation and operation of new solutions and the 
transitioning of clients from their existing business processes to the new 
environment.  In the early phases of these contracts, gross margins may be 
lower than in later years when an integrated solution has been implemented, 
the duplicate costs of transitioning from the old to the new system have been 
eliminated and the work force and facilities have been rationalized for 
efficient operations. Future results will depend on the company's ability to 
effectively and timely complete these implementations, transitions and 
rationalizations.  

FUTURE RESULTS WILL ALSO DEPEND IN PART ON THE COMPANY'S ABILITY TO DRIVE 
PROFITABLE GROWTH IN CONSULTING AND SYSTEMS INTEGRATION. The company's ability 
to grow profitably in this business will depend on the level of demand for 
systems integration projects and the portfolio of solutions the company offers 
for specific industries. It will also depend on an improvement in the 
utilization of services delivery personnel and on the company's ability to work 
through disruptions in this business related to the turnaround program.  In 
addition, profit margins in this business are largely a function of the rates 
the company is able to charge for services and the chargeability of its 
professionals. If the company is unable to attain sufficient rates and 
chargeability for its professionals, profit margins will suffer. The rates the 
company is able to charge for services are affected by a number of factors, 
including clients' perception of the company's ability to add value through 
its services; introduction of new services or products by the company or its 
competitors; pricing policies of competitors; and general economic conditions. 
Chargeability is also affected by a number of factors, including the company's 
ability to transition employees from completed projects to new engagements, and 
its ability to forecast demand for services and thereby maintain an appropriate 
headcount. 

FUTURE RESULTS WILL ALSO DEPEND, IN PART, ON MARKET DEMAND FOR THE COMPANY'S 
HIGH-END ENTERPRISE SERVERS AND MAINTENANCE ON THESE SERVERS.  In the company's 
technology business, high-end enterprise servers and maintenance on these 
servers continue to experience secular revenue declines.  The company continues 
to apply its resources to develop value-added software capabilities and 
optimized solutions for these server platforms which provide competitive 
differentiation.  Future results will depend, in part, on customer acceptance 
of ClearPath systems and the company's ability to maintain its installed base 
for ClearPath and to develop next-generation ClearPath products that are 
purchased by the installed base.  Future results of the technology business 
will also depend, in part, on the successful execution of the company's 
arrangements with NEC.


<PAGE> 28

THE COMPANY'S CONTRACTS WITH U.S. GOVERNMENTAL AGENCIES MAY BE SUBJECT TO 
AUDITS, CRIMINAL PENALTIES, SANCTIONS AND OTHER EXPENSES AND FINES.  The company
frequently enters into contracts with governmental entities. U.S. government 
agencies, including the Defense Contract Audit Agency and the Department of 
Labor, routinely audit government contractors. These agencies review a 
contractor's performance under its contracts, cost structure and compliance 
with applicable laws, regulations and standards. The U.S. government also may 
review the adequacy of, and a contractor's compliance with contract terms and 
conditions, its systems and policies, including the contractor's purchasing, 
property, estimating, billing, accounting, compensation and management 
information systems. Any costs found to be overcharged or improperly allocated 
to a specific contract or any amounts improperly billed for products or 
services will be subject to reimbursement to the government. If an audit 
uncovers improper or illegal activities, the company may be subject to civil 
and criminal penalties and administrative sanctions, including termination of 
contracts, forfeiture of profits, suspension of payments, fines and suspension 
or prohibition from doing business with the U.S. government. 

THE COMPANY'S CONTRACTS MAY NOT BE AS PROFITABLE AS EXPECTED OR PROVIDE THE 
EXPECTED LEVEL OF REVENUES.  A number of the company's long-term contracts for 
infrastructure services, outsourcing, help desk and similar services do not 
provide for minimum transaction volumes. As a result, revenue levels are not 
guaranteed. In addition, some of these contracts may permit customer 
termination or may impose other penalties if the company does not meet the 
performance levels specified in the contracts. 

The company's contracts with governmental entities are subject to the 
availability of appropriated funds.  These contracts also contain provisions 
allowing the governmental entity to terminate the contract at the governmental 
entity's discretion before the end of the contract's term. In addition, if the 
company's performance is unacceptable to the customer under a government 
contract, the government retains the right to pursue remedies under the 
affected contract, which remedies could include termination.

Certain of the company's outsourcing agreements require that the company's 
prices be benchmarked and provide for a downward adjustment to those prices if 
the pricing for similar services in the market has changed.  As a result, 
anticipated revenues from these contracts may decline.

Some of the company's systems integration contracts are fixed-price contracts 
under which the company assumes the risk for delivery of the contracted services
and products at an agreed-upon fixed price. At times the company has 
experienced problems in performing some of these fixed-price contracts on a 
profitable basis and has provided periodically for adjustments to the estimated 
cost to complete them. Future results will depend on the company's ability to 
perform these services contracts profitably. 

THE COMPANY MAY FACE DAMAGE TO ITS REPUTATION OR LEGAL LIABILITY IF ITS CLIENTS 
ARE NOT SATISFIED WITH ITS SERVICES OR PRODUCTS. The success of the company's 
business is dependent on strong, long-term client relationships and on its 
reputation for responsiveness and quality. As a result, if a client is not 
satisfied with the company's services or products, its reputation could be 
damaged and its business adversely affected. Allegations by private litigants 
or regulators of improper conduct, as well as negative publicity and press 
speculation about the company, whatever the outcome and whether or not valid, 
may harm its reputation.  In addition to harm to reputation, if the company 
fails to meet its contractual obligations, it could be subject to legal 
liability, which could adversely affect its business, operating results and 
financial condition. 

FUTURE RESULTS WILL DEPEND IN PART ON THE PERFORMANCE AND CAPABILITIES OF THIRD 
PARTIES.  The company has commercial relationships with suppliers, channel 
partners and other parties that have complementary products, services or 
skills. Future results will depend, in part, on the performance and capabilities
 of these third parties, on the ability of external suppliers to deliver 
components at reasonable prices and in a timely manner, and on the financial 
condition of, and the company's relationship with, distributors and other 
indirect channel partners.


<PAGE> 29

THE COMPANY IS SUBJECT TO THE RISKS OF DOING BUSINESS INTERNATIONALLY.  More 
than half of the company's total revenue is derived from international 
operations. The risks of doing business internationally include foreign 
currency exchange rate fluctuations, changes in political or economic 
conditions, trade protection measures, import or export licensing requirements, 
multiple and possibly overlapping and conflicting tax laws, new tax 
legislation, weaker intellectual property protections in some jurisdictions 
and additional legal and regulatory compliance requirements applicable to 
businesses that operate internationally, including the Foreign Corrupt 
Practices Act and non-U.S. laws and regulations.

THE COMPANY COULD FACE BUSINESS AND FINANCIAL RISK IN IMPLEMENTING FUTURE 
DISPOSITIONS OR ACQUISITIONS.   As part of the company's business strategy, it 
may from time to time consider disposing of existing technologies, products and 
businesses that may no longer be in alignment with its strategic direction, 
including transactions of a material size or acquiring complementary 
technologies, products and businesses.  Potential risks with respect to 
dispositions include difficulty finding buyers or alternative exit strategies 
on acceptable terms in a timely manner; potential loss of employees; and 
dispositions at unfavorable prices or on unfavorable terms, including relating 
to retained liabilities.  Any acquisitions may result in the incurrence of 
substantial additional indebtedness or contingent liabilities.  Acquisitions 
could also result in potentially dilutive issuances of equity securities and an 
increase in amortization expenses related to intangible assets.  Additional 
potential risks associated with acquisitions include integration difficulties; 
difficulties in maintaining or enhancing the profitability of any acquired 
business; risks of entering markets in which the company has no or limited 
prior experience; potential loss of employees or failure to maintain or renew 
any contracts of any acquired business; and expenses of any undiscovered or 
potential liabilities of the acquired product or business, including relating 
to employee benefits contribution obligations or environmental requirements.  
Further, with respect to both dispositions and acquisitions, management's 
attention could be diverted from other business concerns.  Current adverse 
credit conditions could also affect the company's ability to consummate 
divestments or acquisitions.  The risks associated with dispositions and 
acquisitions could have a material adverse effect upon the company's business, 
financial condition and results of operations.  There can be no assurance that 
the company will be successful in consummating future dispositions or 
acquisitions on favorable terms or at all.

THE COMPANY'S SERVICES OR PRODUCTS MAY INFRINGE UPON THE INTELLECTUAL PROPERTY 
RIGHTS OF OTHERS.  The company cannot be sure that its services and products do 
not infringe on the intellectual property rights of third parties, and it may 
have infringement claims asserted against it or against its clients. These 
claims could cost the company money, prevent it from offering some services or 
products, or damage its reputation. 

PENDING LITIGATION COULD AFFECT THE COMPANY'S RESULTS OF OPERATIONS OR CASH 
FLOW.  There are various lawsuits, claims, investigations and proceedings that 
have been brought or asserted against the company, which arise in the ordinary 
course of business, including actions with respect to commercial and government 
contracts, labor and employment, employee benefits, environmental matters and 
intellectual property.  See note (k) of the Notes to Consolidated Financial 
Statements for more information on litigation. The company believes that it has 
valid defenses with respect to legal matters pending against it.  Litigation is 
inherently unpredictable, however, and it is possible that the company's 
results of operations or cash flow could be affected in any particular period 
by the resolution of one or more of the legal matters pending against it.   





<PAGE> 30



I
tem 3. Quantitative and Qualitative Disclosures About Market Risk
------------------------------------------------------------------

There has been no material change in the company's assessment of its 
sensitivity to market risk since its disclosure in its Annual Report on Form 10-
K for the fiscal year ended December 31, 2008.


Item 4.  Controls and Procedures
--------------------------------
The Company's management, with the participation of the Company's Chief 
Executive Officer and Chief Financial Officer, has evaluated the effectiveness 
of the Company's disclosure controls and procedures as of September 30, 2009. 
Based on this evaluation, the Company's Chief Executive Officer and Chief 
Financial Officer concluded that the Company's disclosure controls and 
procedures were effective for gathering, analyzing and disclosing the 
information the Company is required to disclose in the reports it files under 
the Securities Exchange Act of 1934, within the time periods specified in the 
SEC's rules and forms. Such evaluation did not identify any change in the 
Company's internal control over financial reporting that occurred during the 
quarter ended September 30, 2009 that has materially affected, or is reasonably 
likely to materially affect, the Company's internal control over financial 
reporting.



Part II - OTHER INFORMATION
-------   -----------------


Item 1    Legal Proceedings
-------   -----------------

Information with respect to litigation is set forth in note (l) of the Notes to 
Consolidated Financial statements, and such information is incorporated herein 
by reference.



Item 1A.  Risk Factors
-------   ------------

See "Factors that may affect future results" in Management's Discussion and 
Analysis of Financial Condition and Results of Operations for a discussion of 
risk factors.



Item 6.   Exhibits 
-------   --------

(a)       Exhibits

          See Exhibit Index



<PAGE> 31



                               SIGNATURES
                               ----------



     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                              UNISYS CORPORATION

Date: October 30, 2009                         By: /s/ Janet Brutschea Haugen
                                                -----------------------------
                                                Janet Brutschea Haugen
                                                Senior Vice President and 
                                                Chief Financial Officer 
                                                (Principal Financial Officer)


                                                 By: /s/ Scott Hurley
                                                 ----------------------
                                                 Scott Hurley
                                                 Vice President and 
                                                 Corporate Controller
                                                 (Chief Accounting Officer)





<PAGE>


                             EXHIBIT INDEX

Exhibit
Number                        Description
-------                       -----------
3.1      Restated Certificate of Incorporation of Unisys Corporation 
         (incorporated by reference to Exhibit 3.1 to the registrant's Quarterly
         Report on Form 10-Q for the quarterly period ended September 30, 1999)

3.2      Certificate of Amendment to Restated Certificate of Incorporation of 
         Unisys Corporation (incorporated by reference to Exhibit 3.1 to the 
         registrant's Current Report on Form 8-K dated October 23, 2009).

3.2      Bylaws of Unisys Corporation, as amended through December 6, 2007 
         (incorporated by reference to Exhibit 3 to the registrant's Current 
         Report on Form 8-K dated December 6, 2007)
     
4.1      Indenture, dated as of July 31, 2009, among Unisys Corporation, the 
         Subsidiary Guarantors named therein and Deutsche Bank Trust Company 
         Americas, as trustee, including the form of 12 3/4% Senior Secured 
         Notes due 2014 (incorporated by reference to Exhibit 4.1 to the 
         registrant's Current Report on Form 8-K dated July 31, 2009).

4.2      Indenture, dated as of July 31, 2009, among Unisys Corporation, the 
         Subsidiary Guarantors named therein and Deutsche Bank Trust Company 
         Americas, as trustee, including the form of 14 1/4% Senior Secured 
         Notes due 2015. 

4.3      Second Supplemental Indenture, dated as of July 30, 2009, between 
         Unisys Corporation and HSBC Bank USA, National Association, as trustee 
         (incorporated by reference to Exhibit 4.3 to the registrant's Current 
         Report on Form 8-K dated July 31, 2009).

10.1     Collateral Trust Agreement, dated as of July 31, 2009, among Unisys 
         Corporation, the Subsidiary Guarantors named therein and Deutsche Bank 
         Trust Company Americas, as collateral trustee (incorporated by 
         reference to Exhibit 10.1 to the registrant's Current Report on Form 
         8-K dated July 31, 2009).

10.2     Priority Lien Pledge and Security Agreement, dated as of July 31, 2009,
         among Unisys Corporation, the Subsidiary Guarantors named therein and 
         Deutsche Bank Trust Company Americas, as collateral trustee, including 
         forms of trademark, copyright and patent security agreements 
         (incorporated by reference to Exhibit 10.2 to the registrant's Current 
         Report on Form 8-K dated July 31, 2009).

10.3     Junior Lien Pledge and Security Agreement, dated as of July 31, 2009, 
         among Unisys Corporation, the Subsidiary Guarantors named therein and 
         Deutsche Bank Trust Company Americas, as collateral trustee, including 
         forms of trademark, copyright and patent security agreements 
         (incorporated by reference to Exhibit 10.3 to the registrant's Current 
         Report on Form 8-K dated July 31, 2009).

10.4     Registration Rights Agreement, dated as of July 31, 2009, among Unisys 
         Corporation, Goldman, Sachs & Co., Banc of America Securities LLC, and
         Deutsche Bank Securities Inc.12 (incorporated by reference to Exhibit 
         10.4 to the registrant's Current Report on Form 8-K dated July 31, 
         2009).

12       Statement of Computation of Ratio of Earnings to Fixed Charges

31.1     Certification of J. Edward Coleman required by Rule 13a-14(a)
         or Rule 15d-14(a)

31.2     Certification of Janet Brutschea Haugen required by Rule 13a-14(a)
         or Rule 15d-14(a)

32.1     Certification of J. Edward Coleman required by Rule 13a-14(b)
         or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002,
         18 U.S.C. Section 1350

32.2     Certification of Janet Brutschea Haugen required by Rule 13a-14(b)
         or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002,
         18 U.S.C. Section 1350
                                                                     








                              UNISYS CORPORATION
                   AND EACH OF THE GUARANTORS PARTY HERETO
                    14 1/4% SENIOR SECURED NOTES DUE 2015

                                 INDENTURE
                        DATED AS OF JULY 31, 2009


                    DEUTSCHE BANK TRUST COMPANY AMERICAS
                                  TRUSTEE

        

<PAGE>

                             TABLE OF CONTENTS

                                 ARTICLE 1
                        DEFINITIONS AND INCORPORATION
                                BY REFERENCE
       
Section 1.01      Definitions.                                             1
Section 1.02      Other Definitions.                                      33
Section 1.03      [Intentionally Omitted].                                34
Section 1.04      Rules of Construction.                                  34


                                  ARTICLE 2
                                  THE NOTES

Section 2.01      Form and Dating.                                        34
Section 2.02      Execution and Authentication.                           35
Section 2.03      Registrar and Paying Agent.                             35
Section 2.04      Paying Agent to Hold Money in Trust.                    36
Section 2.05      Holder Lists.                                           36
Section 2.06      Transfer and Exchange.                                  36
Section 2.07      Replacement Notes.                                      46
Section 2.08      Outstanding Notes.                                      46
Section 2.09      Treasury Notes.                                         46
Section 2.10      Temporary Notes.                                        47
Section 2.11      Cancellation.                                           47
Section 2.12      Defaulted Interest.                                     47


                                  ARTICLE 3
                          REDEMPTION AND PREPAYMENT

Section 3.01      Notices to Trustee.                                     47
Section 3.02      Selection of Notes to Be Redeemed or Purchased.         48
Section 3.03      Notice of Redemption.                                   48
Section 3.04      Effect of Notice of Redemption.                         49
Section 3.05      Deposit of Redemption or Purchase Price.                49
Section 3.06      Notes Redeemed or Purchased in Part.                    50
Section 3.07      Optional Redemption.                                    50
Section 3.08      Mandatory
 Redemption.                                   51
Section 3.09      Offer to Purchase by Application of Excess Proceeds.    51


                                  ARTICLE 4
                                  COVENANTS

Section 4.01      Payment of Notes.                                       52
Section 4.02      Maintenance of Office or Agency.                        53
Section 4.03      Reports.                                                53
Section 4.04      Compliance Certificate.                                 54
Section 4.05      Taxes.                                                  54
Section 4.06      Stay, Extension and Usury Laws.                         54
Section 4.07      Restricted Payments.                                    54
Section 4.08      Dividend and Other Payment Restrictions Affecting
                  Restricted Subsidiaries.                                58
Section 4.09      Incurrence of Indebtedness and Issuance 
                  of Preferred Stock.                                     59
Section 4.10      Asset Sales.                                            65
Section 4.11      Transactions with Affiliates.                           68
Section 4.12      Liens.                                                  70
Section 4.13      [Intentionally Omitted].                                70
Section 4.14      Corporate Existence.                                    70
Section 4.15      Offer to Repurchase Upon Change of Control.             70
Section 4.16      Additional Note Guarantees.                             71
Section 4.17      Designation of Restricted and Unrestricted
                  Subsidiaries.                                           71
Section 4.18      Changes in Covenants When Notes Rated 
                  Investment Grade.                                       72
Section 4.19      Rights of Notes Relative to Other Series 
                  of Secured Debt                                         72


                                  ARTICLE 5
                                  SUCCESSORS

Section 5.01      Merger, Consolidation or Sale of Assets.                73
Section 5.02      Successor Corporation Substituted.                      74


                                  ARTICLE 6
                            DEFAULTS AND REMEDIES

Section 6.01      Events of Default.                                      74
Section 6.02      Acceleration.                                           77
Section 6.03      Other Remedies.                                         77
Section 6.04      Waiver of Past Defaults.                                77
Section 6.05      Control by Majority.                                    78
Section 6.06      Limitation on Suits.                                    78
Section 6.07      Rights of Holders of Notes to Receive Payment.          78
Section 6.08      Collection Suit by Trustee.                             78
Section 6.09      Trustee May File Proofs of Claim.                       79
Section 6.10      Priorities.                                             79
Section 6.11      Undertaking for Costs.                                  79


                                  ARTICLE 7
                                   TRUSTEE

Section 7.01      Duties of Trustee.                                      80
Section 7.02      Rights of Trustee.                                      81
Section 7.03      Individual Rights of Trustee.                           81
Section 7.04      Trustee's Disclaimer.                                   81
Section 7.05      Notice of Defaults.                                     81
Section 7.06      [Intentionally Omitted.]                                82
Section 7.07      Compensation and Indemnity.                             82
Section 7.08      Replacement of Trustee.                                 82
Section 7.09      Successor Trustee by Merger, etc.                       83
Section 7.10      Eligibility; Disqualification.                          83


                                  ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant 
                  Defeasance.                                             84
Section 8.02      Legal Defeasance and Discharge.                         84
Section 8.03      Covenant Defeasance.                                    84
Section 8.04      Conditions to Legal or Covenant Defeasance.             85
Section 8.05      Deposited Money and Government Securities to be 
                  Held in Trust; Other Miscellaneous Provisions.          86
Section 8.06      Repayment to Company.                                   86
Section 8.07      Reinstatement.                                          87


                                  ARTICLE 9
                      AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.                    87
Section 9.02      With Consent of Holders of Notes.                       88
Section 9.03      [Intentionally Omitted.]                                90
Section 9.04      Revocation and Effect of Consents.                      90
Section 9.05      Notation on or Exchange of Notes.                       90
Section 9.06      Trustee to Sign Amendments, etc.                        90


                                  ARTICLE 10
                            COLLATERAL AND SECURITY

Section 10.01     Equal and Ratable Sharing of Collateral by 
                  Holders of Secured Debt.                                90
Section 10.02     Ranking of Junior Liens.                                91
Section 10.03     Security Documents.                                     91
Section 10.04     Release of Collateral.                                  92
Section 10.05     Certificates of the Company.                            92
Section 10.06     Authorization of Actions to Be Taken by the Trustee 
                  Under the Security Documents.                           92
Section 10.07     Authorization of Receipt of Funds by the Trustee 
                  Under the Security Documents.                           93
Section 10.08     Termination of Security Interest.                       93
Section 10.09     Further Assurances; Insurance.                          93
Section 10.10     Relative Rights.                                        94


                                 ARTICLE 11
                               NOTE GUARANTEES

Section 11.01     Guarantee.                                              95
Section 11.02     Limitation on Guarantor Liability.                      96
Section 11.03     Execution and Delivery of Note Guarantee.               96
Section 11.04     Guarantors May Consolidate, etc., on Certain Terms.     96
Section 11.05     Releases.                                               97


                                 ARTICLE 12
                         SATISFACTION AND DISCHARGE

Section 12.01     Satisfaction and Discharge.                             98
Section 12.02     Application of Trust Money.                             99


                                 ARTICLE 13
                                MISCELLANEOUS

Section 13.01     [Intentionally Omitted.]                                99
Section 13.02     Notices.                                                99
Section 13.03     Communication by Holders of Notes with Other 
                  Holders of Notes.                                      100
Section 13.04     Certificate and Opinion as to Conditions Precedent.    100
Section 13.05     Statements Required in Certificate or Opinion.         101
Section 13.06     Rules by Trustee and Agents.                           101
Section 13.07     No Personal Liability of Directors, Officers, 
                  Employees and Stockholders.                            101
Section 13.08     Governing Law.                                         101
Section 13.09     No Adverse Interpretation of Other Agreements.         101
Section 13.10     Patriot Act.                                           102
Section 13.11     Successors.                                            102
Section 13.12     Severability.                                          102
Section 13.13     Counterpart Originals.                                 102
Section 13.14     Table of Contents, Headings, etc.                      102


                                  EXHIBITS

Exhibit A     FORM OF NOTE
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E     FORM OF NOTATION OF GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE
Exhibit G     FORM OF JUNIOR LIEN PLEDGE AND SECURITY AGREEMENT



<PAGE> 1

        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.
        The Company, the Guarantors and the Trustee agree as follows for the 
benefit of each other and for the equal and ratable benefit of the Holders (as 
defined herein) of the 14 1/4% Senior Secured Notes due 2015 (the "Notes"):


                                  ARTICLE 1 
                       DEFINITIONS AND INCORPORATION
                                BY REFERENCE

Section 1.01 Definitions.

        "144A Global Note" means a Global Note substantially in the form of 
Exhibit A hereto bearing the Global Note Legend and the Private Placement 
Legend and deposited with or on behalf of, and registered in the name of, the 
Depositary or its nominee that will be issued in a denomination equal to the 
outstanding principal amount of the Notes sold in reliance on Rule 144A.

        "ABL Collateral" means all now owned or hereafter acquired (a) 
"accounts" and "payment intangibles," other than "payment intangibles" (in each 
case, as defined in Article 9 of the UCC) which constitute identifiable 
proceeds of Collateral which is not ABL Collateral, (b) "deposit accounts" (as 
defined in Article 9 of the UCC), "securities accounts" (as defined in Article 
8 of the UCC), including all monies, "uncertificated securities," and 
"securities entitlements" (as defined in Article 8 of the UCC) contained 
therein (including all cash, marketable securities and other funds held in or 
on deposit in either of the foregoing), "instruments" (as defined in Article 9 
of the UCC), including intercompany notes of Subsidiaries, and "chattel paper" 
(as defined in Article 9 of the UCC); (c) general intangibles pertaining to the 
other items of property included within clauses (a), (b), (d) and (e) of this 
definition of ABL Collateral, including, without limitation, all contingent 
rights with respect to warranties on accounts which are not yet "payment 
intangibles" (as defined in Article 9 of the UCC); (d) "records" (as defined in 
Article 9 of the UCC), "supporting obligations" (as defined in Article 9 of the 
UCC) and related "letters of credit" (as defined in Article 5 of the UCC), 
commercial tort claims or other claims and causes of action, in each case, to 
the extent related primarily to any of the foregoing; and (e) substitutions, 
replacements, accessions, products and proceeds (including, without limitation, 
insurance proceeds, licenses, royalties, income, payments, claims, damages and 
proceeds of suit) of any or all of the foregoing, except to the extent that any 
item of property included in clauses (a) through (e) includes Excluded Assets.

        "ABL Intercreditor Agreement" means an intercreditor agreement entered 
into by the Collateral Trustee in connection with the Permitted ABL Debt, if 
any, in substantially the form attached as Exhibit D to the Collateral Trust 
Agreement, as amended, supplemented, modified, restated, renewed or replaced 
(whether upon or after termination or otherwise), in whole or in part from time 
to time, in accordance with the terms of Section 7.1 of the Collateral Trust 
Agreement and such intercreditor agreement.

        "Acquired Debt" means, with respect to any specified Person:

        (1) Indebtedness of any other Person existing at the time such other 
Person is merged with or into or became a Restricted Subsidiary of such 
specified Person, whether or not such Indebtedness is incurred in connection 
with, or in contemplation of, such other Person merging with or into, or 
becoming a Restricted Subsidiary of, such specified Person; and

        (2) Indebtedness secured by a Lien encumbering any asset acquired by 
such specified Person.


<PAGE> 2

        "Additional Notes" means additional Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, 
as part of the same series as the Initial Notes.  

        "Affiliate" of any specified Person means any other Person directly or 
indirectly controlling or controlled by or under direct or indirect common 
control with such specified Person. For purposes of this definition, "control," 
as used with respect to any Person, means the possession, directly or 
indirectly, of the power to direct or cause the direction of the management or 
policies of such Person, whether through the ownership of voting securities, by 
agreement or otherwise.  Notwithstanding any of the foregoing to the contrary, 
no Person (other than the Company or any Subsidiary of the Company) in whom the 
Company or a Subsidiary of the Company makes an Investment in connection with a 
Permitted Securitization Program will be deemed to be an Affiliate of the 
Company or any of its Subsidiaries solely by reason of such Investment.  For 
purposes of this definition, the terms "controlling," "controlled by" and 
"under common control with" have correlative meanings.

        "Agent" means any Registrar, co-registrar, Paying Agent or additional 
paying agent.

        "Applicable Premium" means, with respect to any Note on any redemption 
date, the greater of:

        (1) 1.0% of the principal amount of the Note; and 
        (2) the excess of:

(a)  the present value at such redemption date of (i) the redemption price of 
the Note at September 15, 2012, (such redemption price being set forth in the 
table appearing in Section 3.07(d) hereof) plus (ii) all required interest 
payments due on the Note through September 15, 2012, (excluding accrued but 
unpaid interest to the redemption date), computed using a discount rate equal 
to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)  the principal amount of the Note.

        "Applicable Procedures" means, with respect to any transfer or exchange 
of or for beneficial interests in any Global Note, the rules and procedures of 
the Depositary, Euroclear and Clearstream that apply to such transfer or 
exchange.

        "Asset Sale" means:

        (1) the sale, lease, conveyance or other disposition of any assets or 
rights; provided that the sale, lease, conveyance or other disposition of all 
or substantially all of the assets of the Company and its Restricted 
Subsidiaries taken as a whole will be governed by the provisions of Section 
4.15 hereof and/or Section 5.01 hereof and not by the provisions of Section 
4.10 hereof; and

        (2) the issuance of Equity Interests by any of the Company's Restricted 
Subsidiaries or the sale of Equity Interests in any of its Subsidiaries; 
provided that the issuance of preferred stock by any of the Company's 
Restricted Subsidiaries will be governed by the provisions of Section 4.09 
hereof and not by the provisions of Section 4.10 hereof.


<PAGE> 3

        Notwithstanding the preceding, none of the following items will be 
deemed to be an Asset Sale: 

        (1) any single transaction or series of related transactions that 
involves assets having a Fair Market Value of less than $37.5 million;

        (2) a transfer of assets between or among the Company and its 
Restricted Subsidiaries; 

        (3) an issuance of Equity Interests by a Restricted Subsidiary of the 
Company to the Company or to a Restricted Subsidiary of the Company; 

        (4) the sale or lease of products, services, accounts receivable or 
notes receivable in the ordinary course of business and any sale or other 
disposition of damaged, worn-out or obsolete assets in the ordinary course of 
business;

        (5) the sale or other disposition of cash or Cash Equivalents; 

        (6) sales or transfers of accounts receivable and related assets of the 
type specified in the definition of "Permitted Securitization Program" (or a 
fractional undivided interest therein);

        (7) a Restricted Payment that does not violate Section 4.07 hereof or a 
Permitted Investment;

        (8) to the extent allowable under Section 1031 of the Code or any 
comparable or successor provision, any exchange of like property (excluding any 
boot thereon) for use in a Permitted Business;

        (9) the lease, assignment or sub-lease of any real or personal property 
in the ordinary course of business;

        (10) any financing transaction with respect to property built or 
acquired by the Company or any Restricted Subsidiary after the Issue Date;

        (11) foreclosures on assets; 

        (12) an Asset Swap effected in compliance with Section 4.10 hereof;

        (13) sales, transfers and other dispositions of Investments in joint 
ventures to the extent required by, or made pursuant to, customary buy/sell 
arrangements between joint venture parties set forth in joint venture 
arrangements and similar binding arrangements;

        (14) the licensing or sub-licensing of intellectual property or other 
general intangibles in the ordinary course of business; and

        (15) any surrender or waiver of contract rights or the settlement, 
release or surrender of contract rights or other litigation claims in the 
ordinary course of business.

        "Asset Swap" means a substantially concurrent purchase and sale or 
exchange of assets that are used or useful in a Permitted Business between the 
Company or any of its Restricted Subsidiaries and another Person; provided that 
any cash received must be applied in accordance with Section 4.10 hereof.

        "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or 
state law for the relief of debtors.


<PAGE> 4

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 
and Rule 13d-5 under the Exchange Act, except that in calculating the 
beneficial ownership of any particular "person" (as that term is used in 
Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have 
beneficial ownership of all securities that such "person" has the right to 
acquire by conversion or exercise of other securities, whether such right is 
currently exercisable or is exercisable only after the passage of time.  The 
terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

        "Board of Directors" means:

        (1) with respect to a corporation, the board of directors of the 
corporation or any committee thereof duly authorized to act on behalf of such 
board;

        (2) with respect to a partnership, the Board of Directors of the 
general partner of the partnership; 

        (3) with respect to a limited liability company, the managing member or 
members or any controlling committee of managing members thereof; and

        (4) with respect to any other Person, the board or committee of such 
Person serving a similar function.

        "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in the City of New York or at a place of payment are 
authorized by law, regulation or executive order to remain closed.

        "Capital Lease Obligation" means, at the time any determination is to 
be made, the amount of the liability in respect of a capital lease that would 
at that time be required to be capitalized and reflected as a liability on a 
balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof 
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be prepaid by the lessee
without payment of a penalty.

        "Capital Stock" means:

        (1) in the case of a corporation, corporate stock;

        (2) in the case of an association or business entity, any and all 
shares, interests, participations, rights or other equivalents (however 
designated) of corporate stock;

        (3) in the case of a partnership or limited liability company, 
partnership interests (whether general or limited) or membership interests; and 

        (4) any other interest or participation that confers on a Person the 
right to receive a share of the profits and losses of, or distributions of 
assets of, the issuing Person, but excluding from all of the foregoing any debt 
securities convertible into Capital Stock, whether or not such debt securities 
include any right of participation with Capital Stock.

        "Cash Equivalents" means:

        (1) United States dollars, Euros, any national currency of any 
participating member state of the economic and monetary union as contemplated 
in the Treaty on European Union, Australian dollars, Brazilian Reals, Indian 
Rupees, South African Rand, Swiss Franc and the British pound, or other local 
currencies held by the Company and its Restricted Subsidiaries from time to 
time in the ordinary course of business;


<PAGE> 5

        (2) securities issued or directly and fully guaranteed or insured by 
the United States government or any agency or instrumentality of the United 
States government (provided that the full faith and credit of the United States 
is pledged in support of those securities) having maturities of not more than 
two years from the date of acquisition;

        (3) certificates of deposit and Eurodollar time deposits with 
maturities of one year or less from the date of acquisition, bankers' 
acceptances with maturities not exceeding one year and overnight bank deposits, 
in each case, with any domestic commercial bank having capital and surplus in 
excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better in 
the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of 
the date of determination) in the case of non-U.S. banks;

        (4) repurchase obligations with a term of not more than seven days for 
underlying securities of the types described in clauses (2) and (3) above 
entered into with any financial institution meeting the qualifications 
specified in clause (3) above;

        (5) commercial paper or marketable short-term money market or readily 
marketable direct obligations and similar securities having one of the two 
highest ratings obtainable from Moody's or S&P and, in each case, maturing 
within two years after the date of acquisition; and

        (6) money market funds at least 95% of the assets of which constitute 
Cash Equivalents of the kinds described in clauses (1) through (5) of this 
definition.

        "Change of Control" means the occurrence of any of the following:  

        (1) the direct or indirect sale, lease, transfer, conveyance or other 
disposition (other than by way of merger or consolidation), in one or a series 
of related transactions, of all or substantially all of the properties or 
assets of the Company and its Subsidiaries taken as a whole to any "person" 
(as that term is used in Section 13(d)(3) of the Exchange Act);

        (2) the adoption of a plan relating to the liquidation or dissolution 
of the Company; or

        (3) the consummation of any transaction (including, without limitation, 
any merger or consolidation), the result of which is that any "person" (as 
defined above), becomes the Beneficial Owner, directly or indirectly, of more 
than 50% of the Voting Stock of the Company, measured by voting power rather 
than number of shares.

        "Clearstream" means Clearstream Banking, S.A., or its successor.

        "Class" means (1) in the case of Junior Lien Debt, every Series of 
Junior Lien Debt, taken together, and (2) in the case of Priority Lien Debt, 
every Series of Priority Lien Debt, taken together.

        "Code" means the Internal Revenue Code of 1986, as amended from time to 
time.

        "Collateral" means all properties and assets at any time owned or 
acquired by the Company or any Guarantor, except:

        (1) Excluded Assets;


<PAGE> 6

        (2) any properties and assets in which the Collateral Trustee is 
required to release its Liens pursuant to Section 4.1 of the Collateral Trust 
Agreement; and

        (3) any properties and assets that no longer secure the Notes or any 
Obligations in respect thereof pursuant to Section 10.04 hereof and Section 4.4 
of the Collateral Trust Agreement,

provided that, in the case of clauses (2) and (3), if such Liens are required 
to be released as a result of the sale, transfer or other disposition of any 
properties or assets of the Company or any Guarantor, such assets or properties 
will cease to be excluded from the Collateral if the Company or any Guarantor 
thereafter acquires or reacquires such assets or properties.

        "Collateral Trust Agreement" means the Collateral Trust Agreement, 
dated as of the date hereof, by and among the Company, the Guarantors from time 
to time party thereto, Deutsche Bank Trust Company Americas, as Trustee, 
Deutsche Bank Trust Company Americas, as trustee under the indenture governing 
the First Lien Notes and Deutsche Bank Trust Company Americas, as Collateral 
Trustee.

        "Collateral Trustee" means Deutsche Bank Trust Company Americas, in its 
capacity as collateral trustee under the Collateral Trust Agreement, together 
with its successors in such capacity.

        "Company"  means Unisys Corporation, a Delaware corporation, and any 
and all successors thereto.

        "Consolidated EBITDA" means, with respect to any specified Person for 
any period, the Consolidated Net Income of such Person for such period plus, 
without duplication: 

        (1) provision for taxes based on income or profits of such Person and 
its Restricted Subsidiaries for such period, to the extent that such provision 
for taxes was deducted in computing such Consolidated Net Income; plus 

        (2) the Consolidated Interest Expense of such Person and its Restricted 
Subsidiaries for such period, to the extent that such Consolidated Interest 
Expense was deducted in computing such Consolidated Net Income; plus 

        (3) depreciation, amortization (including amortization of intangibles 
but excluding amortization of prepaid cash expenses that were paid in a prior 
period) and other non-cash charges or expenses (excluding any such non-cash 
expense to the extent that it represents an accrual of or reserve for cash 
expenses in any future period or amortization of a prepaid cash expense that 
was paid in a prior period) of such Person and its Restricted Subsidiaries for 
such period to the extent that such depreciation, amortization and other non-
cash charges or expenses were deducted in computing such Consolidated Net 
Income; plus

        (4) Prior Restructuring Charges of such Person and its Restricted 
Subsidiaries, 

in each case, on a consolidated basis and determined in accordance with GAAP.

        "Consolidated Interest Expense" means, with respect to any specified 
Person for any period, the sum, without duplication, of:

        (1) the consolidated interest expense of such specified Person and its 
Restricted Subsidiaries for such period, whether paid or accrued, including, 
without limitation, amortization of original issue discount, non-cash interest 
payments, and the interest component of any deferred payment obligations; plus 


<PAGE> 7

        (2) any interest on Indebtedness of another Person that is guaranteed 
by such specified Person or one or more of its Restricted Subsidiaries or 
secured by a Lien on assets of such specified Person or one of its Restricted 
Subsidiaries, but only to the extent such Guarantee or Lien is called upon; plus

        (3) the product of (a) all cash dividends paid on any series of 
preferred stock of such specified Person or any of its Restricted Subsidiaries 
times (b) a fraction, the numerator of which is one and the denominator is one 
minus the then current combined federal, state and local statutory tax rate of 
such specified Person, expressed as a decimal, 

in each case, determined on a consolidated basis calculated in accordance with 
GAAP.

        "Consolidated Net Income" means, with respect to any specified Person 
for any period, the aggregate of the net income (loss) of such Person and its 
Restricted Subsidiaries for such period, on a consolidated basis, determined in 
accordance with GAAP and without any reduction in respect of preferred stock 
dividends; provided that: 

        (1) all gains and losses realized in connection with the disposal, 
abandonment or discontinuation of operations, asset dispositions or abandonment 
or the disposition of securities other than in the ordinary course of business, 
together with any related provision for taxes on any such gain or loss, will be 
excluded;

        (2) the net income or loss of any Person that is not a Restricted 
Subsidiary or that is accounted for by the equity method of accounting will be 
excluded except that (a) the Company's equity in the net income of any such 
Person for such period will be included in Consolidated Net Income up to the 
aggregate amount of cash actually distributed by such Person during such period 
to the Company or a Restricted Subsidiary as a dividend or other distribution 
and (b) the Company's equity in a net loss of any such Person (other than an 
Unrestricted Subsidiary) for such period will be included in determining such 
Consolidated Net Income to the extent such loss has been funded with cash from 
the Company or a Restricted Subsidiary;

        (3) any extraordinary, unusual or non-recurring loss, charges or 
expenses (whether cash or non-cash) caused by or attributable to any 
acquisition will be excluded; provided that such charges or expenses are 
incurred within twelve months of such acquisition;

        (4) all non-cash charges and expenses, and no more than $150.0 million 
in the aggregate of cash charges and expenses, in each case, caused by or 
attributable to any 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, will be 
excluded;

        (5) the net income or loss of any Restricted Subsidiary will be
 excluded to the extent that the declaration or payment of dividends or similar 
distributions by that Restricted Subsidiary of that Net Income is not at the 
date of determination permitted without any prior governmental approval (that 
has not been obtained) or, directly or indirectly, by operation of the terms of 
its charter or any agreement, instrument, judgment, decree, order, statute, 
rule or governmental regulation applicable to that Restricted Subsidiary or its 
stockholders unless such restriction with respect to the payment of dividends 
or similar distributions has been legally waived; provided that (a) the net 
income of any such Restricted Subsidiary for such period will be included in 
Consolidated Net Income up to the aggregate amount that could have been 
distributed by such Restricted Subsidiary during such period to the Company or 
a Restricted Subsidiary as a dividend or other distribution and (b) up to an 
aggregate of $25.0 million of net income of all such Restricted Subsidiaries in 
any twelve-month period will be included; 


<PAGE> 8

        (6) the cumulative effect of a change in accounting principles will be 
excluded;

        (7) charges related to equity compensation (including 401(k) matching, 
restricted stock units, options and stock appreciation rights) will be excluded;

        (8) effects of adjustments resulting from the application of purchase 
accounting in relation to any consummated acquisition or the amortization or 
write-off of any amounts thereof, net of taxes, will be excluded;

        (9) any non-cash impairment charge or non-cash asset write-off, 
including, without limitation, impairment charges or asset write-offs related
 to intangible assets, long-lived assets or investments in debt and equity 
securities, in each case, pursuant to GAAP and the amortization of intangibles 
arising pursuant to GAAP will be excluded;

        (10) any fees, expenses and charges incurred during such period, or any 
amortization thereof for such period, in connection with any acquisition or 
disposition, Investment, Asset Sale, recapitalization, issuance or repayment of 
Indebtedness permitted to be incurred by this Indenture, issuance of Equity 
Interests, refinancing transaction or amendment or modification of any debt 
instrument (in each case, including any such transaction consummated prior to 
the Issue Date and any such transaction undertaken but not completed) and any 
charges or non-recurring merger costs incurred during such period as a result 
of any such transaction, including (i) such fees, expenses or charges related 
to the offering of the Notes and (ii) any amendment or other modification of 
the Notes and the Credit Facilities and, in each case, will be excluded; and 

        (11) to the extent covered by insurance and actually reimbursed, or, so 
long as the Company has made a determination that there exists reasonable 
evidence that such amount will in fact be reimbursed by the insurer and only to 
the extent that such amount is (a) not denied by the applicable carrier in 
writing within 180 days and (b) in fact reimbursed within 365 days of the date 
of such evidence (with a deduction for any amount so added back to the extent 
not so reimbursed within 365 days), expenses with respect to liability or 
casualty events or business interruption will be excluded.

        "Consolidated Total Indebtedness" means, as of any date of 
determination, an amount equal to the aggregate amount of all Indebtedness of 
the Company and its Restricted Subsidiaries outstanding as of such date of 
determination, determined on a consolidated basis in accordance with GAAP, 
after giving effect to any incurrence of Indebtedness and the application of 
the proceeds therefrom giving rise to such determination.

        "continuing" means, with respect to any Default or Event of Default, 
that such Default or Event of Default has not been cured or waived.   

        "Corporate Trust Office of the Trustee" will be at the address of the 
Trustee specified in Section 13.02 hereof or such other address as to which the 
Trustee may give notice to the Company.


<PAGE> 9

        "Credit Facilities" means one or more debt facilities or commercial 
paper facilities, in each case, with banks or other institutional lenders 
providing for revolving credit loans, term loans, receivables financing 
(including through the sale of receivables to such lenders or to special 
purpose entities formed to borrow from such lenders against such receivables), 
letters of credit or other long-term indebtedness, in each case, as amended, 
restated, modified, renewed, refunded, replaced in any manner (whether upon or 
after termination or otherwise) or refinanced (including by means of sales of 
debt securities) in whole or in part from time to time whether by the same or 
any other agent(s) or lender(s) including any such replacement, refunding or 
refinancing facility or indenture that increases the amount permitted to be 
borrowed thereunder or alters the maturity thereof (provided that such increase 
in borrowings is permitted under Section 4.09 hereof) or adds Restricted 
Subsidiaries as additional borrowers or guarantors thereunder.

        "Custodian" means the Trustee, as custodian with respect to the Notes 
in global form, or any successor entity thereto.

        "Default" means any event that is, or with the passage of time or the 
giving of notice or both would be, an Event of Default.

        "Definitive Note" means a certificated Note registered in the name of 
the Holder thereof and issued in accordance with Section 2.06 hereof, 
substantially in the form of Exhibit A hereto except that such Note shall not 
bear the Global Note Legend and shall not have the "Schedule of Exchanges of 
Interests in the Global Note" attached thereto.

        "Depositary" means, with respect to the Notes issuable or issued in 
whole or in part in global form, the Person specified in Section 2.03 hereof as 
the Depositary with respect to the Notes, and any and all successors thereto 
appointed as depositary hereunder and having become such pursuant to the 
applicable provision of this Indenture.

        "Designated Non-cash Consideration" means the Fair Market Value of non-
cash consideration received by the Company or any of its Restricted 
Subsidiaries in connection with an Asset Sale that is so designated as 
Designated Non-cash Consideration pursuant to an Officers' Certificate, setting 
forth the basis of such valuation, executed by the principal financial officer 
of the Company, less the amount of cash or Cash Equivalents received in 
connection with a subsequent sale of or collection on such Designated Non-cash 
Consideration.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by 
the terms of any security into which it is convertible, or for which it is 
exchangeable, in each case, at the option of the holder of the Capital Stock), 
or upon the happening of any event, matures or is mandatorily redeemable, 
pursuant to a sinking fund obligation or otherwise, or redeemable at the option 
of the holder of the Capital Stock, in whole or in part, on or prior to 
December 15, 2015.  Notwithstanding the preceding sentence, any Capital Stock 
that would constitute Disqualified Stock solely because the holders of the 
Capital Stock have the right to require the Company to repurchase such Capital 
Stock upon the occurrence of a change of control or an asset sale (each defined 
in a substantially identical manner to the corresponding definitions in this 
Indenture) will not constitute Disqualified Stock.  The amount of Disqualified 
Stock deemed to be outstanding at any time for purposes of this Indenture will 
be the maximum amount that the Company and its Restricted Subsidiaries may 
become obligated to pay upon the maturity of, or pursuant to any mandatory 
redemption provisions of, such Disqualified Stock, exclusive of accrued 
dividends.

<Page 10>

        "Domestic Subsidiary" means any Restricted Subsidiary of the Company 
that was formed under the laws of the United States or any state of the United 
States or the District of Columbia or that guarantees or otherwise provides 
direct credit support for any Indebtedness of the Company.

        "equally and ratably" means, in reference to sharing of Liens or 
proceeds thereof as between holders of Secured Obligations within the same 
Class, that such Liens or proceeds: 

        (1) will be allocated and distributed first to the Secured Debt 
Representative for each outstanding Series of Secured Debt within that Class, 
for the account of the holders of such Series of Secured Debt, ratably in 
proportion to the principal of, and interest and premium (if any) and 
reimbursement obligations (contingent or otherwise) with respect to letters of 
credit, if any, outstanding (whether or not drawings have been made under such 
letters of credit) on, each outstanding Series of Secured Debt within that 
Class when the allocation or distribution is made, and thereafter; and

        (2) will be allocated and distributed (if any remain after payment in 
full of all of the principal of, and interest and premium (if any) and 
reimbursement obligations (contingent or otherwise) with respect to letters of 
credit, if any, outstanding (whether or not drawings have been made on such 
letters of credit) on all outstanding Secured Obligations within that Class) to 
the Secured Debt Representative for each outstanding Series of Secured 
Obligations within that Class, for the account of the holders of any remaining 
Secured Obligations within that Class, ratably in proportion to the aggregate 
unpaid amount of such remaining Secured Obligations within that Class due and 
demanded (with written notice to the applicable Secured Debt Representative and 
the Collateral Trustee) prior to the date such distribution is made.

        "Equity Interests" means Capital Stock and all warrants, options or 
other rights to acquire Capital Stock (but excluding any debt security that is 
convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means a public or private issuance or sale of either 
(1) Equity Interests of the Company (other than Disqualified Stock and other 
than to a Subsidiary of the Company) or (2) Equity Interests of a direct or 
indirect parent entity of the Company (other than to the Company or a 
Subsidiary of the Company) to the extent that the net proceeds therefrom are 
contributed to the common equity capital of the Company.

        "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the 
Euroclear system, or its successor.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Excluded Assets" means each of the following:

        (1) any real property or fixtures located outside of the United States 
and any leasehold interests in real property;

        (2) any lease, license, contract, property right or agreement to which 
the Company or any Guarantor is a party, and any of its rights or interests 
thereunder, if and to the extent that a security interest is (i) prohibited by 
or in violation of any law, rule or regulation applicable to the Company or any 
Guarantor, or (ii) will constitute or result in a breach, termination or 
default under or requires any consent not obtained under any such lease, 
license, contract, property right or agreement (other than to the extent that 
any such law, rule, regulation, term, provision or condition would be rendered 
ineffective with respect to the creation of the security interest in the 
Collateral pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any 
relevant jurisdiction or any other applicable law or principles of equity); 
provided that any such lease, license, contract or agreement shall cease to be 
an Excluded Asset and the Collateral shall include (and such security interest 
shall attach) immediately at such time as the contractual or legal prohibition 
shall no longer be applicable, and to the extent severable, shall attach 
immediately to any portion of such lease, license, contract or agreement not 
subject to the prohibitions specified in subclauses (i) and (ii) of this clause 
(2); provided further, that the exclusions referred to in this clause (2) shall 
not include any proceeds of any such lease, license, contract, property right 
or agreement;


<PAGE> 11

        (3) any other property or assets (other than the Mortgaged Property (as 
defined in the Collateral Trust Agreement)) in which a Lien cannot be perfected 
by (i) the filing of a financing statement under the UCC of the relevant 
jurisdiction or (ii) a filing at the U.S. Patent and Trademark Office or the 
U.S. Copyright Offices, so long as the aggregate Fair Market Value of all such 
property and assets does not at any one time exceed $20.0 million;

        (4) any deposit account for taxes, payroll, employee benefits or 
similar items and any other account or financial asset in which such security 
interest would be unlawful or in violation of any Plan or employee benefit 
agreement; 

        (5) accounts receivable and related assets transferred or purported to 
be transferred in a Permitted Securitization Program;

        (6) assets, with respect to which any applicable law prohibits the 
creation or perfection of security interests therein;

        (7) deposit or checking accounts with balances below $1.0 million, so 
long as the aggregate balance of all such deposit and checking accounts does 
not at any one time exceed $10.0 million;

        (8) any motor vehicles, vessels and aircraft, or other property subject 
to a certificate of title;

        (9) any "intent-to-use" application for registration of a Trademark (as 
defined in the Pledge Agreement) filed pursuant to Section 1(b) of the Lanham 
Act, 15 U.S.C. ? 1051, prior to the filing of a "Statement of Use" pursuant to 
Section 1(d) of the Lanham Act or an "Amendment to Allege Use" pursuant to 
Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if 
any, that, and solely during the period, if any, in which the grant of a 
security interest therein would impair the validity or enforceability of any 
registration that issues from such intent-to-use application under applicable 
federal law;

        (10) cash or Cash Equivalents securing reimbursement obligations under 
letters of credit or surety bonds, which letters of credit and surety bonds are 
otherwise not secured by Priority Liens, Junior Liens or Permitted ABL Liens; 
and

        (11) Equity Interests in any joint venture with a third party that is 
not an Affiliate, to the extent a pledge of such Equity Interests is prohibited 
by the documents governing such joint venture.


<PAGE> 12

        "Existing Indebtedness" means all Indebtedness of the Company and its 
Subsidiaries in existence on the Issue Date (other than the Indebtedness 
represented by the Initial Notes and the First Lien Notes issued on the Issue 
Date), until such amounts are repaid.

        "Existing Notes" means the Company's 6 7/8% Senior Notes due 2010 and 
8% Senior Notes due 2012 in existence on the Issue Date.

        "Fair Market Value" means the fair market value that would be paid by a 
willing buyer to an unaffiliated willing seller (unless otherwise provided 
herein).

        "First Lien Notes" means the 12 3/4% Senior Secured Notes due 2014 
issued by the Company pursuant to the indenture, dated July 31, 2009, among the 
Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee.

        "Foreign Subsidiary" means any Restricted Subsidiary of the Company 
that is not a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the 
opinions and pronouncements of the Accounting Principles Board of the American 
Institute of Certified Public Accountants and statements and pronouncements of 
the Financial Accounting Standards Board or in such other statements by such 
other entity as have been approved by a significant segment of the accounting 
profession, which are in effect on the Issue Date.

        "GE Intercreditor Agreement" means that certain intercreditor agreement,
dated the Issue Date, among General Electric Capital Corporation, as 
receivables program agent, the Collateral Trustee, Unisys Funding Corporation I 
and the other parties to the Company's existing Receivables Facility as of the 
Issue Date, as amended, supplemented, modified, restated, renewed or replaced 
(whether upon or after termination or otherwise), in whole or in part from time 
to time.

        "Global Note Legend" means the legend set forth in Section 2.06(g)(2) 
hereof, which is required to be placed on all Global Notes issued under this 
Indenture.

        "Global Notes" means, individually and collectively, each of the 
Restricted Global Notes and the Unrestricted Global Notes deposited with or on 
behalf of and registered in the name of the Depository or its nominee, 
substantially in the form of Exhibit A hereto and that bears the Global Note 
Legend and that has the "Schedule of Exchanges of Interests in the Global Note" 
attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4)
or 2.06(d)(2) hereof.

        "Government Securities" means direct obligations of, or obligations 
guaranteed by, the United States of America, and the payment for which the 
United States pledges its full faith and credit.

        "Guarantee" means a guarantee other than by endorsement of negotiable 
instruments for collection in the ordinary course of business, direct or 
indirect, in any manner including, without limitation, by way of a pledge of 
assets or through letters of credit or reimbursement agreements in respect 
thereof, of all or any part of any Indebtedness (whether arising by virtue of 
partnership arrangements, or by agreements to keep-well, to purchase assets, 
goods, securities or services, to take or pay or to maintain financial 
statement conditions or otherwise).

        "Guarantors" means any Material Domestic Subsidiary of the Company that 
executes a Note Guarantee in accordance with the provisions of this Indenture, 
and their respective successors and assigns, in each case, until the Note 
Guarantee of such Person has been released in accordance with the provisions of 
this Indenture, other than Unisys Funding Corporation I for so long as Unisys 
Funding Corporation I is a Receivables Subsidiary under a Permitted 
Securitization Program and prohibited from guaranteeing the Notes by any 
documentation with respect thereto.


<PAGE> 13

        "Hedging Obligations" means, with respect to any specified Person, the 
obligations of such Person under:

        (1) interest rate swap agreements (whether from fixed to floating or 
from floating to fixed), interest rate cap agreements and interest rate collar 
agreements; 

        (2) other agreements or arrangements designed to manage interest rates 
or interest rate risk; and

        (3) other agreements or arrangements designed to protect such Person 
against fluctuations in currency exchange rates or commodity prices.

        "Holder" means a Person in whose name a Note is registered.

        "Incremental Priority Lien Capacity" means, as of any time of 
determination, the then-current Priority Lien Cap minus the aggregate principal 
amount of Priority Lien Debt then outstanding.

        "Indebtedness" means, with respect to any specified Person, any 
indebtedness of such Person (excluding accrued expenses and trade payables), 
whether or not contingent:

        (1) in respect of borrowed money;

        (2) evidenced by bonds, notes, debentures or similar instruments or 
letters of credit (or reimbursement agreements in respect thereof);

        (3) in respect of banker's acceptances;

        (4) representing Capital Lease Obligations;

        (5) representing the balance deferred and unpaid of the purchase price 
of any property or services due more than six months after such property is 
acquired or such services are completed except (i) any such balance that 
constitutes a trade payable or similar obligation to a trade creditor, in each 
case accrued in the ordinary course of business and (ii) any earn-out 
obligations until such obligation becomes a liability on the balance sheet of 
such Person in accordance with GAAP; or

        (6) representing any Hedging Obligations, 

if and to the extent any of the preceding items (other than letters of credit 
and Hedging Obligations) would appear as a liability upon a balance sheet 
(excluding the footnotes thereto) of the specified Person prepared in 
accordance with GAAP.  In addition, the term "Indebtedness" includes all 
Indebtedness of others secured by a Lien on any asset of the specified Person 
(whether or not such Indebtedness is assumed by the specified Person) and, to 
the extent not otherwise included, the Guarantee by the specified Person of any 
Indebtedness of any other Person, other than by endorsement of negotiable 
instruments for collection in the ordinary course of business.

        "Indenture" means this Indenture, as amended or supplemented from time 
to time.


<PAGE> 14

        "Indirect Participant" means a Person who holds a beneficial interest 
in a Global Note through a Participant.

         "Initial Notes" means $246,603,000 in aggregate principal amount of 
Notes issued under this Indenture on the date hereof.  

        "Institutional Accredited Investor" means an institution that is an 
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the 
Securities Act, who are not also QIBs.

        "Interest Coverage Ratio" means with respect to any specified Person 
for any period, the ratio of the Consolidated EBITDA of such Person for such 
period to the Consolidated Interest Expense of such Person for such period.  In 
the event that the specified Person or any of its Restricted Subsidiaries 
incurs, assumes, guarantees, repays, repurchases, redeems, defeases or 
otherwise discharges any Indebtedness (other than ordinary working capital 
borrowings) or issues, repurchases or redeems Disqualified Stock or preferred 
stock subsequent to the commencement of the period for which the Interest 
Coverage Ratio is being calculated and on or prior to the date on which the 
event for which the calculation of the Interest Coverage Ratio is made (the 
"Calculation Date"), then the Interest Coverage Ratio will be calculated giving 
pro forma effect (as determined in good faith by a responsible financial or 
accounting officer of the Company) to such incurrence, assumption, Guarantee, 
repayment, repurchase, redemption, defeasance or other discharge of 
Indebtedness, or such issuance, repurchase, or redemption of preferred stock, 
and the use of the proceeds therefrom, as if the same had occurred at the 
beginning of the applicable four-quarter reference period.

        In addition, for purposes of calculating the Interest Coverage Ratio:

        (1) acquisitions that have been made by the specified Person or any of 
its Restricted Subsidiaries, including through mergers or consolidations, or 
any Person or any of its Restricted Subsidiaries is acquired by the specified 
Person or any of its Restricted Subsidiaries, and including all related 
financing transactions and including increases in ownership of Restricted 
Subsidiaries, during the four-quarter reference period or subsequent to such 
reference period and on or prior to the Calculation Date, or that are to be 
made on the Calculation Date, will be given pro forma effect (as determined in 
good faith by a responsible financial or accounting officer of the Company, and 
which may include, for the avoidance of doubt, cost savings and operating 
expense reductions resulting from such acquisition which is being given pro 
forma effect; provided that such cost savings and operating expense reductions 
have been realized or are expected to be realized within 12 months of the date 
of such acquisition) as if they had occurred on the first day of the four-
quarter reference period;

        (2) the Consolidated EBITDA attributable to discontinued operations, as 
determined in accordance with GAAP, and operations or businesses (and ownership 
interests therein) disposed of prior to the Calculation Date, will be excluded;

        (3) the Consolidated Interest Expense attributable to discontinued 
operations, as determined in accordance with GAAP, and operations or businesses 
(and ownership interests therein) disposed of prior to the Calculation Date, 
will be excluded, but only to the extent that the obligations giving rise to 
such Consolidated Interest Expense will not be obligations of the specified 
Person or any of its Restricted Subsidiaries following the Calculation Date; 

        (4) any Person that is a Restricted Subsidiary on the Calculation Date 
will be deemed to have been a Restricted Subsidiary at all times during such 
four-quarter period;


<PAGE> 15

        (5) any Person that is not a Restricted Subsidiary on the Calculation 
Date will be deemed not to have been a Restricted Subsidiary at any time during 
such four-quarter period; and

        (6) if any Indebtedness bears a floating rate of interest, the interest 
expense on such Indebtedness will be calculated as if the rate in effect on the 
Calculation Date had been the applicable rate for the entire period (taking 
into account any Hedging Obligation applicable to such Indebtedness if such 
Hedging Obligation has a remaining term as at the Calculation Date at least as 
long as the Indebtedness to which it applies or in excess of 12 months).

        "Investments" means, with respect to any Person, all direct or indirect 
investments by such Person in other Persons (including Affiliates) in the form 
of loans (including Guarantees or other obligations), advances or capital 
contributions (excluding commission, travel and similar advances to officers 
and employees made in the ordinary course of business), purchases or other 
acquisitions for consideration of Indebtedness, Equity Interests or other 
securities, together with all items that are or would be classified as 
investments on a balance sheet prepared in accordance with GAAP.  If the 
Company or any Restricted Subsidiary of the Company sells or otherwise disposes 
of any Equity Interests of any direct or indirect Restricted Subsidiary of the 
Company such that, after giving effect to any such sale or disposition, such 
Person is no longer a Restricted Subsidiary of the Company, the Company will be 
deemed to have made an Investment on the date of any such sale or disposition 
equal to the Fair Market Value of the Company's Investments in such Restricted 
Subsidiary that were not sold or disposed of in an amount determined as 
provided in Section 4.07(c) hereof.  The acquisition by the Company or any 
Restricted Subsidiary of the Company of a Person that holds an Investment in a 
third Person will be deemed to be an Investment by the Company or such 
Restricted Subsidiary in such third Person in an amount equal to the Fair 
Market Value of the Investments held by the acquired Person in such third 
Person in an amount determined as provided in Section 4.07(c) hereof.  Except 
as otherwise provided in this Indenture, the amount of an Investment will be 
determined at the time the Investment is made and without giving effect to 
subsequent changes in value.

        "Issue Date" means July 31, 2009.

        "Junior Lien" means a Lien granted by a Security Document to the 
Collateral Trustee, at any time, upon any Collateral of the Company or any 
Guarantor to secure Junior Lien Obligations, that is:

        (1) with respect to Collateral other than ABL Collateral, junior in 
priority to all Priority Liens and senior in priority to all Permitted ABL 
Liens, if any;

        (2) with respect to ABL Collateral, junior in priority to all Priority 
Liens and all Permitted ABL Liens, if any; and

        (3) pari passu with all other Liens to secure Junior Lien Obligations. 

        "Junior Lien Debt" means: 

        (1) the Notes issued by the Company on the Issue Date;

        (2) Additional Notes or any other Indebtedness (including letters of 
credit and reimbursement obligations with respect thereto) of the Company that 
is secured equally and ratably with the Notes, on a subordinated basis to any 
Priority Lien Debt, by a Junior Lien that was permitted to be incurred and so 
secured under each applicable Secured Debt Document; provided that:


<PAGE> 16

        (a) on or before the date on which such Indebtedness is incurred by the 
Company, such Indebtedness is designated by the Company, in an Officers' 
Certificate delivered to each Junior Lien Representative and the Collateral 
Trustee, as "Junior Lien Debt" for the purposes of the Secured Debt Documents; 
provided that no Series of Secured Debt may be designated as both (i) Junior 
Lien Debt and Priority Lien Debt or (ii) Junior Lien Debt and Permitted ABL 
Debt; 

        (b) such Indebtedness is governed by an indenture, credit agreement or 
other agreement that includes a Lien Sharing and Priority Confirmation; and

        (c) all requirements set forth in the Collateral Trust Agreement as to 
the confirmation, grant or perfection of the Collateral Trustee's Liens to 
secure such Indebtedness or Obligations in respect thereof are satisfied (and 
the satisfaction of such requirements and the other provisions of this clause 
(c) will be conclusively established if the Company delivers to the Collateral 
Trustee an Officers' Certificate stating that such requirements and other 
provisions have been satisfied and that such Indebtedness is "Junior Lien 
Debt"); and

        (3) Hedging Obligations of the Company incurred to hedge or manage 
interest rate risk in accordance with the terms of the Secured Debt Documents; 
provided that:

        (a) on or before the date on which such Hedging Obligations are 
incurred by the Company, such Hedging Obligations are designated by the 
Company, in an Officers' Certificate delivered to each Priority Lien 
Representative, Junior Lien Representative and the Collateral Trustee, as 
"Junior Lien Debt" for the purposes of the Secured Debt Documents; provided 
that no Series of Secured Debt may be designated as both (i) Junior Lien Debt 
and Priority Lien Debt or (ii) Junior Lien Debt and Permitted ABL Debt; 

        (b) the counterparty in respect of such Hedging Obligations, in its 
capacity as a holder or beneficiary of such Junior Lien, executes and delivers 
a joinder to the Collateral Trust Agreement in accordance with the terms 
thereof or otherwise becomes subject to the terms of the Collateral Trust 
Agreement; and

        (c) all other requirements set forth in the Collateral Trust Agreement 
have been complied with (and the satisfaction of such requirements will be 
conclusively established if the Company delivers to the Collateral Trustee an 
Officers' Certificate stating that such requirements and other provisions have 
been satisfied and that such Hedging Obligations are "Junior Lien Debt").

        "Junior Lien Documents" means, collectively, this Indenture and any 
other indenture, credit agreement or other agreement governing each Series of 
Junior Lien Debt and the Security Documents (other than any Security Documents 
that do not secure Junior Lien Obligations).

         "Junior Lien Obligations" means Junior Lien Debt and all other 
Obligations in respect thereof.

        "Junior Lien Representative" means (1) the Trustee, in the case of the 
Notes or (2) in the case of any future Series of Junior Lien Debt, the trustee, 
agent or representative of the holders of such Series of Junior Lien Debt who 
maintains the transfer register for such Series of Junior Lien Debt and (a) is 
appointed as a Junior Lien Representative (for purposes related to the 
administration of the Security Documents) pursuant to the indenture, credit 
agreement or other agreement governing such Series of Junior Lien Debt, 
together with its successors in such capacity, and (b) has become a party to 
the Collateral Trust Agreement by executing a joinder in the form required 
under the Collateral Trust Agreement.


<PAGE> 17

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, 
charge, security interest or encumbrance of any kind in respect of such asset, 
whether or not filed, recorded or otherwise perfected under applicable law, 
including any conditional sale or other title retention agreement, any lease in 
the nature thereof, any option or other agreement to sell or give a security 
interest in and, except in connection with any Permitted Securitization 
Program, any filing of or agreement to give any financing statement under the 
UCC (or equivalent statutes) of any jurisdiction; provided that in no event 
shall an operating lease be deemed to constitute a Lien.

        "Lien Sharing and Priority Confirmation" means:

        (1) as to any Series of Priority Lien Debt, the written agreement of 
the holders of such Series of Priority Lien Debt, as set forth in the 
indenture, credit agreement or other agreement governing such Series of 
Priority Lien Debt, for the enforceable benefit of all holders of each existing 
and future Series of Secured Debt, each existing and future Secured Debt 
Representative and each existing and future holder of Permitted Prior Liens:

        (a) that all Priority Lien Obligations will be and are secured equally 
and ratably by all Priority Liens at any time granted by the Company or any 
Guarantor to secure any Obligations in respect of such Series of Priority Lien 
Debt, whether or not upon property otherwise constituting Collateral, and that 
all such Priority Liens will be enforceable by the Collateral Trustee for the 
benefit of all holders of Priority Lien Obligations equally and ratably;

        (b) that the holders of Obligations in respect of such Series of 
Priority Lien Debt are bound by the provisions of the Collateral Trust 
Agreement (and any ABL Intercreditor Agreement), including the provisions 
relating to the ranking of Priority Liens and the order of application of 
proceeds from enforcement of Priority Liens; and

        (c) consenting to and directing the Collateral Trustee to perform its 
obligations under the Collateral Trust Agreement and the other Security 
Documents; 

        (2) as to any Series of Junior Lien Debt, the written agreement of the 
holders of such Series of Junior Lien Debt, as set forth in the indenture, 
credit agreement or other agreement governing such Series of Junior Lien Debt, 
for the enforceable benefit of all holders of each existing and future Series 
of Secured Debt, each existing and future Secured Debt Representative and each 
existing and future holder of Permitted Prior Liens:

        (a) that all Junior Lien Obligations will be and are secured equally 
and ratably by all Junior Liens at any time granted by the Company or any 
Guarantor to secure any Obligations in respect of such Series of Junior Lien 
Debt, whether or not upon property otherwise constituting collateral for such 
Series of Junior Lien Debt, and that all such Junior Liens will be enforceable 
by the Collateral Trustee for the benefit of all holders of Junior Lien 
Obligations equally and ratably;

        (b) that the holders of Obligations in respect of such Series of Junior 
Lien Debt are bound by the provisions of the Collateral Trust Agreement (and 
any ABL Intercreditor Agreement), including the provisions relating to the 
ranking of Junior Liens and the order of application of proceeds from the 
enforcement of Junior Liens; and


<PAGE> 18

        (c) consenting to and directing the Collateral Trustee to perform its 
obligations under the Collateral Trust Agreement and the other Security 
Documents; and

        (3) as to any Series of Permitted ABL Debt of the Company or any 
Guarantor, the written agreement of the holders of such Series of Permitted ABL 
Debt, as set forth in the credit agreement or other agreement governing such 
Series of Permitted ABL Debt, for the enforceable benefit of all holders of 
each existing and future Series of Secured Debt, each existing and future 
Secured Debt Representative and each existing and future holder of Permitted 
Prior Liens:

        (a) that the holders of Obligations in respect of such Series of 
Permitted ABL Debt are bound by the provisions of the Collateral Trust 
Agreement and the ABL Intercreditor Agreement; and

        (b) consenting to the performance of, and directing the collateral 
agent or other representative with respect to such Series of Permitted ABL Debt 
to perform, its obligations under the Collateral Trust Agreement and the ABL 
Intercreditor Agreement.

        "Material Domestic Subsidiaries" means (1) any Domestic Subsidiary 
having (a) assets with a book value or Fair Market Value equal to at least $5.0 
million or (b) aggregate revenues (excluding intercompany revenues) for the 12-
month period ending on the last day of the most recent fiscal quarter of the 
Company for which financial statements are available in an amount equal to at 
least $5.0 million and (2) any Domestic Subsidiary designated in an Officers' 
Certificate delivered to the Trustee as a "Material Domestic Subsidiary" for 
purposes of this Indenture.  If at any time:

        (1) the aggregate book value or Fair Market Value of the assets for all 
Domestic Subsidiaries other than Material Domestic Subsidiaries would equal or 
exceed $10.0 million; or 

        (2) the aggregate revenues (excluding intercompany revenues) for the 12-
month period ending on the last day of the most recent fiscal quarter of the 
Company for which financial statements are available for all Domestic 
Subsidiaries other than Material Domestic Subsidiaries would equal or exceed 
$10.0 million,

then, in each case, the Company shall designate one or more of such Domestic 
Subsidiaries as a "Material Domestic Subsidiary" pursuant to clause (2) of the 
first sentence of this definition until neither of the conditions described in 
the foregoing clauses (a) or (b) exist.  The Company may, at any time, release 
any Guarantor from its Note Guarantee if (x) the applicable Subsidiary is not 
a "Material Domestic Subsidiary" pursuant to clause (1) of the first sentence 
of this definition and (y) after giving effect to such release, neither of the 
conditions described in the foregoing clauses (a) or (b) exist.

        "Moody's" means Moody's Investors Service, Inc., a subsidiary of
 Moody's Corporation, and any successor to its rating agency business.

        "Net Proceeds" means the aggregate cash proceeds received by the 
Company or any of its Restricted Subsidiaries in respect of any Asset Sale 
(including, without limitation, any cash received upon the sale or other 
disposition of any non-cash consideration received in any Asset Sale), net of 
(1) the direct costs relating to such Asset Sale, including, without 
limitation, legal, accounting and investment banking fees, fees of advisors and 
consultants, and sales commissions; (2) Specified Reserves and Accruals; 
(3) any relocation expenses incurred as a result of the Asset Sale; and (4)  
taxes paid or payable as a result of the Asset Sale, in each case, after taking 
into account any available tax credits or deductions and any tax sharing 
arrangements, and any reserve for adjustment in respect of the sale price of 
such asset or assets established in accordance with GAAP.


<PAGE> 19

        "Non-Recourse Debt" means Indebtedness:

        (1) as to which neither the Company nor any of its Restricted 
Subsidiaries (a) provides credit support of any kind (including any 
undertaking, agreement or instrument that would constitute Indebtedness), 
(b) is directly or indirectly liable as a guarantor or otherwise, or (c) 
constitutes the lender; and

        (2) no default with respect to which (including any rights that the 
holders of the Indebtedness may have to take enforcement action against an 
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any 
holder of any other Indebtedness of the Company or any of its Restricted 
Subsidiaries to declare a default on such other Indebtedness or cause the 
payment of the Indebtedness to be accelerated or payable prior to its Stated 
Maturity.

        "Non-U.S. Person" means a Person who is not a U.S. Person.

         "Note Documents" means this Indenture, the Notes and the Security 
Documents (other than any security documents that do not secure Obligations 
with respect to the Notes).

        "Note Guarantee" means the Guarantee by each Guarantor of the Company's 
obligations under this Indenture and the Notes, executed pursuant to the 
provisions of this Indenture.

        "Notes" has the meaning assigned to it in the preamble to this 
Indenture.  The Initial Notes and the Additional Notes shall be treated as a 
single class for all purposes under this Indenture, and unless the context 
otherwise requires, all references to the Notes shall include the Initial Notes 
and any Additional Notes.

        "Obligations" means any principal, interest, penalties, fees, 
indemnifications, reimbursements, damages and other liabilities payable under 
the documentation governing any Indebtedness.

        "obligor" on the Notes and the Note Guarantees means the Company and 
the Guarantors, respectively, and any successor obligor upon the Notes and the 
Note Guarantees, respectively.

        "Officer" means, with respect to any Person, the Chairman of the Board, 
the Chief Executive Officer, the President, the Chief Operating Officer, the 
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the 
Controller, the Secretary or any Vice-President of such Person.

        "Officers' Certificate" means a certificate that (i) is signed on 
behalf of the Company by two Officers of the Company, one of whom must be the 
principal executive officer, the principal financial officer, the treasurer or 
the principal accounting officer of the Company and (ii) if applicable, meets 
the requirements of Section 13.05 hereof.

        "Opinion of Counsel" means an opinion from legal counsel who is 
reasonably acceptable to the Trustee, that meets the requirements of Section 
13.05 hereof.  The counsel may be an employee of or counsel to the Company, any 
Subsidiary of the Company or the Trustee.

        "Participant" means, with respect to the Depositary, Euroclear or 
Clearstream, a Person who has an account with the Depositary, Euroclear or 
Clearstream, respectively (and, with respect to DTC, shall include Euroclear 
and Clearstream).

        "Permitted ABL Debt" means:


<PAGE> 20

        (1)  Indebtedness (including letters of credit and reimbursement 
obligations with respect thereto) incurred by the Company or any of its 
Restricted Subsidiaries secured by Permitted ABL Liens; provided, that on or 
before the date on which such Indebtedness is incurred by the Company or any 
Restricted Subsidiary:

        (a) such Indebtedness is designated by the Company, in an Officers' 
Certificate delivered to each Priority Lien Representative and the Collateral 
Trustee, as "Permitted ABL Debt" for the purposes of the Secured Debt 
Documents; provided that no Series of Secured Debt may be designated as both 
(i) Permitted ABL Debt and Priority Lien Debt or (ii) Permitted ABL Debt and 
Junior Lien Debt; and

        (b) if such Indebtedness is incurred by the Company or any Guarantor, 
such Indebtedness (i) is governed by a credit agreement or other agreement that 
includes a Lien Sharing and Priority Confirmation and (ii) the collateral agent 
or other representative with respect to such Indebtedness, the Collateral 
Trustee, the Company and each applicable Guarantor, has duly executed and 
delivered an ABL Intercreditor Agreement; and

        (2) Hedging Obligations of the Company incurred to hedge or manage 
interest rate risk in accordance with the terms of the Secured Debt Documents; 
provided that:

         (a) on or before the date on which such Hedging Obligations are 
entered into by the Company, such Hedging Obligations are designated by the 
Company, in an Officers' Certificate delivered to each Priority Lien 
Representative, Junior Lien Representative and the Collateral Trustee, as 
"Permitted ABL Debt" for the purposes of the Secured Debt Documents; provided 
that no Series of Secured Debt may be designated as both (i) Permitted ABL Debt 
and Priority Lien Debt or (ii) Permitted ABL Debt and Junior Lien Debt; and

         (b) the counterparty in respect of such Hedging Obligations, in its 
capacity as a holder or beneficiary of such Permitted ABL Lien, executes and 
delivers a joinder to the Collateral Trust Agreement in accordance with the 
terms thereof or otherwise becomes  subject to the terms of the Collateral 
Trust Agreement.

        "Permitted ABL Debt Obligations" means Permitted ABL Debt and all other 
Obligations in respect thereof.

        "Permitted ABL Lien Total Cap" means, as of any date, $225.0 million 
minus the aggregate Receivables Facility Amount as of such date for all 
receivables securitization programs of the Company and its Restricted 
Subsidiaries

        "Permitted ABL Lien U.S. Cap" means, as of any date, $175.0 million 
minus the aggregate Receivables Facility Amount as of such date for all U.S. 
Receivables Securitization Programs.

        "Permitted ABL Liens" means Liens granted to the collateral agent under 
any Permitted ABL Debt facility, at any time, upon (i) ABL Collateral of the 
Company or any Guarantor, (ii) current assets of any Foreign Subsidiary or 
Domestic Subsidiary that is not a Guarantor or (iii) Collateral other than ABL 
Collateral, which Liens in the case of this clause (iii) are junior in priority 
to all Priority Liens and Junior Liens on the terms set forth in the ABL 
Intercreditor Agreement, in each case to secure Permitted ABL Debt Obligations.


<PAGE> 21

        "Permitted Business" means any of the lines of business conducted by 
the Company and its Subsidiaries on the Issue Date and any businesses similar, 
related, incidental or ancillary thereto or that constitutes a reasonable 
extension or expansion thereof.

        "Permitted Investments" means:

        (1) any Investment in the Company or in a Restricted Subsidiary of the 
Company;

        (2) any Investment in Cash Equivalents; 

        (3) any Investment by the Company or any Restricted Subsidiary of the 
Company in a Person, if as a result of such Investment:

                (a) such Person becomes a Restricted Subsidiary of the Company; 
or 

        (b) such Person is merged, consolidated or amalgamated with or into, or 
transfers or conveys substantially all of its assets to, or is liquidated into, 
the Company or a Restricted Subsidiary of the Company;

and, in each case, any Investment held by such Person; provided that such 
Investment was not acquired by such Person in contemplation of such 
acquisition, merger, consolidation or transfer;

        (4) any Investment made as a result of the receipt of non-cash 
consideration from an Asset Sale that was made pursuant to and in compliance 
with Section 4.10 hereof; 

        (5) any acquisition of Capital Stock solely in exchange for the 
issuance of Equity Interests (other than Disqualified Stock) of the Company;

        (6) any Investments received (A) in compromise or resolution of 
obligations of creditors or customers that were incurred in the ordinary course 
of business of the Company or any of its Restricted Subsidiaries, including 
pursuant to any plan of reorganization or similar arrangement upon the 
bankruptcy or insolvency of any creditor or customer; (B) in compromise or 
resolution of litigation, arbitration or other disputes with Persons who are 
not Affiliates; or (C) as a result of a foreclosure by the Company or any of 
its Restricted Subsidiaries with respect to any secured Investment or other 
transfer of title with respect to any secured Investment in default;

        (7) Investments represented by Hedging Obligations;

        (8) loans or advances to, or Guarantees of Indebtedness of, employees, 
officers or directors made in the ordinary course of business of the Company or 
any Restricted Subsidiary of the Company in an aggregate amount not in excess 
of $15.0 million with respect to all loans, advances or Guarantees made since 
the Issue Date;

        (9) repurchases of the Notes or the First Lien Notes; 

        (10) (a) the acquisition by a Receivables Subsidiary in connection with 
a Permitted Securitization Program of Equity Interests of a trust or other 
Person established by such Receivables Subsidiary to effect such Permitted 
Securitization Program; (b) any other Investment by the Company or a Subsidiary 
of the Company in a Receivables Subsidiary or in any other Person in connection 
with a Permitted Securitization Program; provided that such Investment pursuant 
to clause (b) is in the form of a note or other instrument that the Receivables 
Subsidiary or other Person is required to repay as soon as practicable from 
available cash collections less amounts required to be established as reserves 
pursuant to contractual agreements with entities that are not Affiliates of the 
Company entered into as part of a Permitted Securitization Program; and (c) any 
other Investment relating to a Receivables Subsidiary that, in the good faith 
determination of the Company, is necessary or advisable to effect a Permitted 
Securitization Program;

<PAGE> 22

        (11) Investments in joint ventures and other business entities (in each 
case that are not Subsidiaries of the Company) that are engaged in a Permitted 
Business, in an aggregate amount (with the amount of each such Investment 
measured on the date it was made and without giving effect to subsequent 
changes in value) not to exceed $75.0 million at any one time outstanding;

        (12) Investments existing on the Issue Date;

        (13) guarantees of Indebtedness permitted under Section 4.09 hereof; 

        (14) an Asset Swap effected in compliance with Section 4.10 hereof; 

        (15) Investments consisting of purchases and acquisitions of inventory, 
supplies, material or equipment;

        (16) advances, loans or extensions of trade credit in the ordinary 
course of business by the Company or any of its Restricted Subsidiaries; and 

        (17) other Investments in any Person having an aggregate Fair Market 
Value (with the Fair Market Value of each such Investment measured on the date 
it was made and without giving effect to subsequent changes in value), when 
taken together with all other Investments made pursuant to this clause (17) 
that are at the time outstanding, not to exceed the greater of (a) $75.0 
million or (b) 2.5% of the consolidated total assets of the Company and its 
Restricted Subsidiaries (measured at the time each such Investment is made).

        "Permitted Liens" means:

        (1) Priority Liens securing (a) Priority Lien Debt in an aggregate 
principal amount (as of the date of incurrence of any Priority Lien Debt and 
after giving pro forma effect to the application of any net proceeds therefrom 
within 35 days of the date of such incurrence), not exceeding the Priority Lien 
Cap and, when taken together with all other Secured Debt as of such date, the 
Secured Debt Cap, and (b) all other related Priority Lien Obligations;

        (2) Junior Liens securing (a) Junior Lien Debt in an aggregate 
principal amount (as of the date of incurrence of any Junior Lien Debt and 
after giving pro forma effect to the application of any net proceeds therefrom 
within 35 days of the date of such incurrence), when taken together with all 
other Secured Debt as of such date, not exceeding the Secured Debt Cap and (b) 
all other related Junior Lien Obligations;

        (3) Permitted ABL Liens securing (a) Permitted ABL Debt of the Company 
and its Restricted Subsidiaries in an aggregate principal amount not exceeding 
(as of the date of incurrence of any Permitted ABL Debt and after giving pro 
forma effect to the application of any net proceeds therefrom within 35 days of 
the date of such incurrence) the Permitted ABL Lien Total Cap and (b) all other 
related Permitted ABL Debt Obligations; provided that no Lien may be granted 
pursuant to the foregoing clause (3)(a) to secure Indebtedness of the Company 
or any Domestic Subsidiary if, after giving effect to such Lien, the aggregate 
principal amount of Permitted ABL Debt of the Company and its Domestic 
Subsidiaries (as of the date of incurrence of any Permitted ABL Lien Debt and 
after giving pro forma effect to the application of any net proceeds therefrom 
within 35 days of the date of such incurrence) would exceed the Permitted ABL 
Lien U.S. Cap;


<PAGE> 23

        (4) Liens in favor of the Company or any Restricted Subsidiary;

        (5) Liens on property of a Person existing at the time such Person 
becomes a Restricted Subsidiary of the Company or is merged with or into or 
consolidated with the Company or any Restricted Subsidiary of the Company; 
provided that such Liens were in existence prior to the contemplation of such 
Person becoming a Restricted Subsidiary of the Company or such merger or 
consolidation and do not extend to any assets other than those of the Person 
that becomes a Restricted Subsidiary of the Company or is merged into or 
consolidated with the Company or a Restricted Subsidiary of the Company;

        (6) Liens on property (including Capital Stock) existing at the time of 
acquisition of the property by the Company or any Subsidiary of the Company; 
provided that such Liens were in existence prior to, and not incurred in 
contemplation of, such acquisition;

        (7) Liens, pledges or deposits to secure the performance of public or 
statutory obligations, performance, bid, appeal, surety or customs bonds, to 
secure the payment of rent or under worker's compensation or unemployment laws 
or other obligations of a like nature incurred in the ordinary course of 
business; 

        (8) Liens to secure Indebtedness (including Capital Lease Obligations) 
permitted to be incurred pursuant to Section 4.09(b)(6) hereof covering only 
the assets acquired with or financed by such Indebtedness;

        (9) Liens on assets (other than current assets) of any Foreign 
Subsidiary to secure Indebtedness or other Obligations permitted to be incurred 
pursuant to Section 4.09(b)(14) hereof;

        (10) Liens existing on the Issue Date (other than Liens to secure the 
Notes and the First Lien Notes to be issued on the Issue Date);

        (11) Liens for taxes, assessments or governmental charges or claims 
that are not yet delinquent or that are being contested in good faith by 
appropriate proceedings promptly instituted and diligently concluded; provided 
that any reserve or other appropriate provision as is required in conformity 
with GAAP has been made therefor;

        (12) Liens imposed by law, such as carriers', warehousemen's, landlord's
and mechanics' Liens, in each case, incurred in the ordinary course of business;

        (13) survey exceptions, easements or reservations of, or rights of 
others for, licenses, rights-of-way, sewers, electric lines, telegraph and 
telephone lines and other similar purposes, or zoning or other restrictions as 
to the use of real property that were not incurred in connection with 
Indebtedness and that do not in the aggregate materially adversely affect the 
value of said properties or materially impair their use in the operation of the 
business of such Person;


<PAGE> 24

        (14) Liens (other than Priority Liens, Junior Liens and Permitted ABL 
Liens) to secure any Permitted Refinancing Indebtedness permitted to be 
incurred under this Indenture; provided, however, that:

        (a) the new Lien is limited to all or part of the same property and 
assets that secured or, under the written agreements pursuant to which the 
original Lien arose, could secure the original Lien (plus improvements and 
accessions to, such property or proceeds or distributions thereof); and

        (b) the Indebtedness secured by the new Lien is not increased to any 
amount greater than the sum of (x) the outstanding principal amount, or, if 
greater, committed amount, of the Indebtedness renewed, refunded, refinanced, 
replaced, defeased or discharged with such Permitted Refinancing Indebtedness 
and (y) an amount necessary to pay any fees and expenses, including premiums, 
related to such renewal, refunding, refinancing, replacement, defeasance or 
discharge;

        (15) Liens on assets of the Company or any Subsidiary (including a 
Receivables Subsidiary) incurred in connection with a Permitted Securitization 
Program;

        (16) Liens securing Hedging Obligations so long as the related 
Indebtedness is, and is permitted to be under this Indenture, secured by a Lien 
on the same property securing such Hedging Obligations;

        (17) leases, subleases, licenses or sublicenses granted to others in 
the ordinary course of business which do not materially interfere with the 
ordinary conduct of the business of the Company or any of its Restricted 
Subsidiaries and do not secure any Indebtedness;

        (18) Liens on equipment of the Company or any of its Restricted 
Subsidiaries granted in the ordinary course of business; 

        (19) Liens arising from UCC financing statement filings regarding 
operating leases entered into by the Company or any of its Restricted 
Subsidiaries in the ordinary course of business;

        (20) Liens arising out of conditional sale, title retention,
 consignment or similar arrangements, or that are contractual rights of 
set-off, relating to the sale or purchase of goods entered into by the Company 
or any of its Restricted Subsidiary in the ordinary course of business; 

        (21) deposits made in the ordinary course of business to secure 
liability to insurance carriers;

        (22) Liens securing judgments for the payment of money not
 constituting an Event of Default under Section 6.01(a)(8) so long as such 
Liens are adequately bonded;

        (23) Liens (i) of a collection bank arising under Section 4-210 of the 
UCC on items in the course of collection, (ii) attaching to commodity trading 
accounts or other commodity brokerage accounts incurred in the ordinary course 
of business and not for speculative purposes, and (iii) in favor of banking 
institutions arising as a matter of law encumbering deposits (including the 
right of set-off) and which are within the general parameters customary in the 
banking industry;


<PAGE> 25

        (24) Liens deemed to exist in connection with Investments in repurchase 
agreements permitted under Section 4.09 hereof; provided that such Liens do not 
extend to any assets other than those that are the subject of such repurchase 
agreement;

        (25) Liens that are contractual rights of set-off relating to pooled 
deposit or sweep accounts of the Company or any of its Restricted Subsidiaries 
to permit satisfaction of overdraft or similar obligations incurred in the 
ordinary course of business of the Company and its Restricted Subsidiaries;

        (26) Liens securing obligations owed by the Company or any Restricted 
Subsidiary to any lender under any Credit Facilities or any Affiliate of such a 
lender, in each case in respect of any overdraft and related liabilities 
arising from treasury, depository and cash management services or any automated 
clearing house transfers of funds;

        (27) any encumbrance or restriction (including put and call 
arrangements) with respect to capital stock of any joint venture or similar 
arrangement pursuant to any joint venture or similar agreement;

        (28) Liens, pledges or deposits to secure the performance of any 
contracts for production, research or development with or for the U.S. 
government or any department or agency thereof, directly or indirectly, 
providing for advance, partial or progress payments on such contracts and for a 
Lien upon money advanced or paid pursuant to such contracts, or upon any 
material, equipment, tools, machinery, land, buildings or supplies in 
connection with the performance of such contracts to secure such payments to, 
or Indebtedness owing to, the U.S. government; 

        (29) Liens incurred in the ordinary course of business of the Company 
or any Restricted Subsidiary with respect to obligations in an aggregate amount 
that, when taken together with all other obligations secured by Liens pursuant 
to this clause (29), do not exceed $50.0 million; and

        (30) Liens on cash or Cash Equivalents securing reimbursement 
obligations under letters of credit and surety bonds, which letters of credit 
or surety bonds are otherwise not secured by Priority Liens, Junior Liens or 
Permitted ABL Liens, in an aggregate amount not to exceed $250.0 million.

        For purposes of this definition, all letters of credit will be deemed 
to have a principal amount equal to the maximum potential liability of the 
Company and its Restricted Subsidiaries thereunder and all Hedging Obligations 
will be valued at zero.

        "Permitted Prior Liens" means:
        (1) Liens described in clauses (5), (6), (8), (10), (15), (25), (26) 
and (30) of the definition of "Permitted Liens"; and 

        (2) Permitted Liens that arise by operation of law and are not 
voluntarily granted, to the extent entitled by law to priority over the Liens 
created by the Security Documents.

        "Permitted Refinancing Indebtedness" means any Indebtedness (other than 
Secured Debt or Permitted ABL Debt), Disqualified Stock or preferred stock of 
the Company or any of its Restricted Subsidiaries issued in exchange for, or 
the net proceeds of which are used to renew, refund, refinance, replace, 
defease or discharge other Indebtedness, Disqualified Stock or preferred stock 
of the Company or any of its Restricted Subsidiaries (other than intercompany 
Indebtedness, Disqualified Stock or preferred stock); provided that:


<PAGE> 26

        (1) the principal amount (or accreted value, if applicable) of such 
Permitted Refinancing Indebtedness does not exceed the principal amount (or 
accreted value, if applicable) of the Indebtedness, Disqualified Stock or 
preferred stock renewed, refunded, refinanced, replaced, defeased or discharged 
(plus all accrued interest on the Indebtedness and the amount of all fees and 
expenses, including premiums, incurred in connection therewith);

        (2) such Permitted Refinancing Indebtedness has a final maturity date 
later than the final maturity date of, and has a Weighted Average Life to 
Maturity equal to or greater than the Weighted Average Life to Maturity of, the 
Indebtedness, Disqualified Stock or preferred stock, if applicable, being 
renewed, refunded, refinanced, replaced, defeased or discharged;

        (3) (a) if the Indebtedness being renewed, refunded, refinanced, 
replaced, defeased or discharged is subordinated in right of payment to the 
Notes, such Permitted Refinancing Indebtedness has a final maturity date later 
than the final maturity date of, and is subordinated in right of payment to, 
the Notes on terms at least as favorable to the Holders of Notes as those 
contained in the documentation governing the Indebtedness being renewed, 
refunded, refinanced, replaced, defeased or discharged or (b) if Disqualified 
Stock or preferred stock is being renewed, refunded, refinanced or replaced, 
such Permitted Refinancing Indebtedness must be Disqualified Stock or preferred 
stock, respectively; 

        (4) such Indebtedness shall not include Indebtedness, Disqualified 
Stock or preferred stock of a Subsidiary of the Company that refinances 
Indebtedness, Disqualified Stock or preferred stock of the Company unless such 
Subsidiary was the obligor on the Indebtedness, Disqualified Stock or preferred 
stock being renewed, refunded, refinanced, replaced, defeased or discharged; and

        (5) for the avoidance of doubt, such Permitted Refinancing Indebtedness 
shall not have the benefit of greater security than the Indebtedness being 
renewed, refunded, refinanced, replaced, defeased or discharged, except 
pursuant to Permitted Liens incurred in compliance with Section 4.12 hereof.

        "Permitted Securitization Program" means any receivables securitization 
program (including the program established under the Receivables Facility) 
pursuant to which the Company or any of its Subsidiaries sells, conveys or 
otherwise transfers any accounts receivable, whether now existing or arising in 
the future, and any assets related thereto that are customarily transferred or 
in respect of which security interests are customarily granted in connection 
with asset securitization transactions involving accounts receivable 
(including, without limitation, all collateral securing accounts receivable, 
all contracts and all guarantees or other obligations in respect of accounts 
receivable and all proceeds of accounts receivable); provided, however, that a 
receivables securitization program shall be deemed not to be a "Permitted 
Securitization Program" hereunder to the extent that such program, as of its 
closing date or as of the date of any increase in the Receivables Facility 
Amount thereunder:

        (1) causes the aggregate Receivables Facility Amount for all 
receivables securitization programs of the Company and its Restricted 
Subsidiaries to exceed the lesser of (i) $225.0 million minus the aggregate 
principal amount of Permitted ABL Debt of the Company and any of its Restricted 
Subsidiaries outstanding as of such date (after giving pro forma effect to the 
application of the net proceeds from any Permitted ABL Debt outstanding as of 
such date within 35 days of the date of the incurrence of such Permitted ABL 
Debt) and (ii) $200.0 million; or


<PAGE> 27

        (2) causes the aggregate Receivables Facility Amount for all U.S. 
Receivables Securitization Programs, when taken together with the aggregate 
principal amount of Permitted ABL Debt of the Company and any of its Domestic 
Subsidiaries outstanding as of such date (after giving pro forma effect to the 
application of the net proceeds from any Permitted ABL Debt outstanding as of 
such date within 35 days of the date of the incurrence of such Permitted ABL 
Debt), to exceed $175.0 million.

        "Person" means any individual, corporation, partnership, joint venture, 
association, joint-stock company, trust, unincorporated organization, limited 
liability company or government or other entity.

        "Plan" means any employee benefit plan, retirement plan, deferred 
compensation plan, restricted stock plan, health, life, disability or other 
insurance plan or program, employee stock purchase plan, employee stock 
ownership plan, pension plan, stock option plan or similar plan or arrangement 
of the Company or any Subsidiary, or any successor thereof.

        "Pledge Agreements" means the Junior Lien Pledge and Security Agreement,
dated as of the date of this Indenture, and substantially in the form attached 
as Exhibit G hereto, and each other pledge and security agreement dated the 
date of this Indenture and substantially in the form of the Exhibits to the 
Junior Lien Pledge and Security Agreement, as each such agreement may be 
amended, modified or supplemented from time to time.

        "Prior Restructuring Charges" means all charges and expenses caused by 
or attributable to any 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 incurred prior to April 1, 2009.

        "Priority Lien" means a Lien granted by a Security Document to the 
Collateral Trustee, at any time, upon any property of the Company or any 
Guarantor to secure Priority Lien Obligations, and that is:

        (1) with respect to Collateral other than ABL Collateral, senior in 
priority to all Junior Liens and Permitted ABL Liens, if any;

        (2) with respect to ABL Collateral, junior in priority to all Permitted 
ABL Liens, if any, and senior in priority to all  Junior Liens; and

        (3) pari passu with all other Liens to secure Priority Lien Obligations.
 
        "Priority Lien Cap" means $500.0 million minus the aggregate amount of 
all Net Proceeds of a Sale of Collateral or a Sale of a Guarantor in excess of 
$250.0 million applied by the Company or any of its Restricted Subsidiaries 
since the Issue Date to repurchase, redeem or defease any Existing Notes or to 
repay any replacement financing thereof with a maturity date prior to September 
15, 2015.

        "Priority Lien Debt" means:

        (1) the First Lien Notes issued by the Company on the Issue Date;

        (2) additional notes issued under any indenture or other Indebtedness 
(including letters of credit and reimbursement obligations with respect thereto)
of the Company that is secured equally and ratably with the First Lien Notes by 
a Priority Lien that was permitted to be incurred and so secured under each 
applicable Secured Debt Document; provided, in the case of any additional notes 
or other Indebtedness referred to in this clause (2), that:


<PAGE> 28

        (a) on or before the date on which such additional notes were issued or 
Indebtedness is incurred by the Company, such additional notes or other 
Indebtedness, as applicable, is designated by the Company, in an Officers' 
Certificate delivered to each Priority Lien Representative and the Collateral 
Trustee, as "Priority Lien Debt" for the purposes of the Secured Debt Documents;
provided that no Series of Secured Debt may be designated as both (i) Priority 
Lien Debt and Junior Lien Debt or (ii) Priority Lien Debt and Permitted ABL 
Debt;

        (b) such additional notes or such Indebtedness is governed by an 
indenture or a credit agreement, as applicable, or other agreement that
 includes a Lien Sharing and Priority Confirmation; and

        (c) all requirements set forth in the Collateral Trust Agreement as to 
the confirmation, grant or perfection of the Collateral Trustee's Lien to 
secure such additional notes or such Indebtedness or Obligations in respect 
thereof are satisfied (and the satisfaction of such requirements and the other 
provisions of this clause (c) will be conclusively established if the Company 
delivers to the Collateral Trustee an Officers' Certificate stating that such 
requirements and other provisions have been satisfied and that such notes or 
such Indebtedness is "Priority Lien Debt"); and 

        (3) Hedging Obligations of the Company incurred to hedge or manage 
interest rate risk in accordance with the terms of the Secured Debt Documents; 
provided that: 

        (a) on or before the date on which such Hedging Obligations are 
incurred by the Company, such Hedging Obligations are designated by the 
Company, in an Officers' Certificate delivered to each Priority Lien 
Representative, Junior Lien Representative and the Collateral Trustee, as 
"Priority Lien Debt" for the purposes of the Secured Debt Documents; provided 
that no Series of Secured Debt may be designated as both (i) Priority Lien Debt 
and Junior Lien Debt or (ii) Priority Lien Debt and Permitted ABL Debt; 

        (b) the counterparty in respect of such Hedging Obligations, in its 
capacity as a holder or beneficiary of such Priority Lien, executes and 
delivers a joinder to the Collateral Trust Agreement in accordance with the 
terms thereof or otherwise becomes subject to the terms of the Collateral Trust 
Agreement; and

        (c) all other requirements set forth in the Collateral Trust Agreement 
have been complied with (and the satisfaction of such requirements will be 
conclusively established if the Company delivers to the Collateral Trustee an 
Officers' Certificate stating that such requirements and other provisions have 
been satisfied and that such Hedging Obligations are "Priority Lien Debt").

        "Priority Lien Documents" means the indenture for the First Lien Notes 
and any additional indenture, credit facility or other agreement pursuant to 
which any Priority Lien Debt is incurred and the Security Documents (other than 
any Security Documents that do not secure Priority Lien Obligations).


<PAGE> 29
        
        "Priority Lien Obligations" means Priority Lien Debt and all other 
Obligations in respect thereof.

        "Priority Lien Representative" means (1) the trustee with respect to 
the First Lien Notes, in the case of the First Lien Notes, or (2) in the case 
of any other Series of Priority Lien Debt, the trustee, agent or representative 
of the holders of such Series of Priority Lien Debt who maintains the transfer 
register for such Series of Priority Lien Debt and is appointed as a 
representative of the Priority Lien Debt (for purposes related to the 
administration of the Security Documents) pursuant to the indenture, credit 
agreement or other agreement governing such Series of Priority Lien Debt.

        "Private Placement Legend" means the legend set forth in Section 
2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except 
where otherwise permitted by the provisions of this Indenture.

        "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

        "Qualifying Equity Interests" means Equity Interests of the Company 
other than Disqualified Stock.

        "Receivables Facility" means that certain Receivables Purchase 
Agreement dated as of May 16, 2008 (as such may be amended from time to time) 
by and among Unisys Funding Corporation I, as the seller, the financial 
institutions signatory thereto from time to time, as purchasers, and General 
Electric Capital Corporation, as purchaser and as administrative agent for the 
purchasers, including any related notes, Guarantees, collateral documents, 
instruments and agreements executed in connection therewith, and, in each case, 
as amended, restated, modified, renewed, refunded, refinanced in whole or in 
part or supplemented in whole or in part from time to time; provided that prior 
to and after giving effect to any such amendment, restatement, modification, 
renewal, refunding, refinancing or supplement, such Receivables Facility shall 
be part of a Permitted Securitization Program.

        "Receivables Facility Amount" means, as of any date, with respect to 
any receivables securitization program of the Company or its Subsidiaries, the 
amount of Indebtedness of the receivables financing subsidiary incurred 
thereunder (other than Indebtedness to the Company and its Subsidiaries) 
outstanding as of such date or, if the obligations of the receivables financing 
subsidiary thereunder would not be deemed to constitute Indebtedness, the 
aggregate amount of funds advanced to the receivables financing subsidiary 
thereunder (other than advances by the Company and its Subsidiaries) 
outstanding as of such date.

        "Receivables Subsidiary" means a Subsidiary of the Company which 
engages in no activities other than in connection with the financing of 
accounts receivable (a) no portion of the Indebtedness or any other Obligations 
(contingent or otherwise) of which (i) is guaranteed by the Company or any 
Restricted Subsidiary of the Company (excluding guarantees of Obligations 
(other than the principal of, and interest on, Indebtedness) pursuant to 
representations, warranties, covenants and indemnities entered into in the 
ordinary course of business in connection with a Permitted Securitization 
Program), (ii) is recourse to or obligates the Company or any Restricted 
Subsidiary of the Company in any way other than pursuant to representations, 
warranties, covenants and indemnities entered into in the ordinary course in 
connection with a Permitted Securitization Program or (iii) subjects any 
property or asset of the Company or any Restricted Subsidiary of the Company 
(other than accounts receivable and related assets as provided in the 
definition of "Permitted Securitization Program"), directly or indirectly, 
contingently or otherwise, to the satisfaction thereof, other than pursuant to 
representations, warranties, covenants and indemnities entered into in the 
ordinary course in connection with a Permitted Securitization Program, (b) with 
which neither the Company nor any Restricted Subsidiary of the Company has any 
material contract, agreement, arrangement or understanding other than on terms 
no less favorable to the Company or such Restricted Subsidiary than those that 
might be obtained at the time from Persons who are not Affiliates of the 
Company, other than fees payable in the ordinary course in connection with 
servicing accounts receivable and (c) with which neither the Company nor any 
Restricted Subsidiary of the Company has any obligation to maintain or preserve 
such Receivables Subsidiary's financial condition or cause such Receivables 
Subsidiary to achieve certain levels of operating results.


<PAGE> 30

        "Registration Rights Agreement" means that certain Registration Rights 
Agreement to be entered into as of the Issue Date in connection with the 
exchange offers, among the Company, Goldman, Sachs & Co., Banc of America 
Securities LLC and Deutsche Bank Securities Inc.

        "Regulation S" means Regulation S promulgated under the Securities Act.

        "Regulation S Global Note" means a Global Note substantially in the 
form of Exhibit A hereto bearing the Global Note Legend and the Private 
Placement Legend and deposited with or on behalf of and registered in the name 
of the Depositary or its nominee, issued in a denomination equal to the 
outstanding principal amount of the Notes sold in reliance on Rule 903 of 
Regulation S.

        "Required Junior Lien Debtholders" means, at any time, the holders of a 
majority in aggregate principal amount of all Junior Lien Debt then 
outstanding, calculated in accordance with Section 7.2 of the Collateral Trust 
Agreement.  For purposes of this definition, Junior Lien Debt registered in the 
name of, or beneficially owned by, the Company or any Affiliate of the Company 
will be deemed not to be outstanding.

        "Responsible Officer," when used with respect to the Trustee, means any 
officer within the Trust and Securities Services group of the Trustee (or any 
successor group of the Trustee) or any other officer of the Trustee customarily 
performing functions similar to those performed by any of the above designated 
officers and also means, with respect to a particular corporate trust matter, 
any other officer to whom such matter is referred because of his knowledge of 
and familiarity with the particular subject.

        "Restricted Definitive Note" means a Definitive Note bearing the 
Private Placement Legend.

        "Restricted Global Note" means a Global Note bearing the Private 
Placement Legend.

        "Restricted Investment" means an Investment other than a Permitted 
Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the 
referenced Person that is not an Unrestricted Subsidiary.

        "Rule 144" means Rule 144 promulgated under the Securities Act.

        "Rule 144A" means Rule 144A promulgated under the Securities Act.

        "Rule 903" means Rule 903 promulgated under the Securities Act.

        "Rule 904" means Rule 904 promulgated under the Securities Act.

        "S&P" means Standard & Poor's Ratings Services, a division of The 
McGraw-Hill Companies, Inc., and any successor to its rating agency business.

        "Sale of Collateral" means any Asset Sale involving a sale or other 
disposition of Collateral.


<PAGE> 31

        "Sale of a Guarantor" means any Asset Sale involving a sale or other 
disposition of the Capital Stock of a Guarantor.

        "SEC" means the Securities and Exchange Commission.

        "Secured Debt" means Priority Lien Debt and Junior Lien Debt.

        "Secured Debt Cap" means $1,050.0 million.

        "Secured Debt Documents" means the Priority Lien Documents and the 
Junior Lien Documents.

        "Secured Debt Representative" means each Priority Lien Representative 
and Junior Lien Representative.

        "Secured Obligations" means Junior Lien Obligations and Priority Lien 
Obligations.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Security Documents" means the Collateral Trust Agreement, the GE 
Intercreditor Agreement, any ABL Intercreditor Agreement, each Lien Sharing and 
Priority Confirmation, the Pledge Agreements and all security agreements, 
pledge agreements, mortgages, deeds of trust, collateral assignments,  
collateral agency agreements, control agreements or other grants or transfers 
for security executed and delivered by the Company or any Guarantor creating 
(or purporting to create) a Lien upon Collateral in favor of the Collateral 
Trustee, in each case, as amended, modified, renewed, restated or replaced, in 
whole or in part, from time to time, in accordance with its terms and Section 
7.1 of the Collateral Trust Agreement.

         "Series of Junior Lien Debt" means, severally, each issue or series of 
Junior Lien Debt for which a single transfer register is maintained.

        "Series of Priority Lien Debt" means, severally, the First Lien Notes 
and any additional First Lien Notes, any Credit Facility or other Indebtedness 
that constitutes Priority Lien Debt.

        "Series of Secured Debt" means each Series of Junior Lien Debt and each 
Series of Priority Lien Debt.

        "Significant Subsidiary" means any Subsidiary that would be a 
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, 
promulgated pursuant to the Securities Act, as such Regulation is in effect on 
the Issue Date.

        "Special Dividends" has the meaning given to such term in the 
Registration Rights Agreement.

        "Specified Reserves and Accruals" means amounts reserved, accrued or 
paid for cost reduction actions associated with a particular Asset Sale, as 
specified in an Officers' Certificate delivered to the Trustee; provided that 
any such amounts so reserved or accrued that are not actually paid within 
eighteen months of the closing of such Asset Sale will no longer be considered 
"Specified Reserves and Accruals" hereunder and will be deemed to constitute 
Net Proceeds of such Asset Sale received on the closing date thereof.

        "Stated Maturity" means, with respect to any installment of interest 
or principal on any series of Indebtedness, the date on which the payment of 
interest or principal was scheduled to be paid in the documentation governing 
such Indebtedness as of the Issue Date, and will not include any contingent 
obligations to repay, redeem or repurchase any such interest or principal prior 
to the date originally scheduled for the payment thereof.


<PAGE> 32

        "Subsidiary" means, with respect to any specified Person:

        (1) any corporation, association, joint venture, limited liability 
company or other business entity of which more than 50% of the total voting 
power of shares of Capital Stock or membership or other Equity Interests 
entitled (without regard to the occurrence of any contingency and after giving 
effect to any voting agreement or stockholders' agreement that effectively 
transfers voting power) to vote in the election of directors, managers or 
trustees of the corporation, association or other business entity is at the 
time owned or controlled, directly or indirectly, by that Person or one or 
more of the other Subsidiaries of that Person (or a combination thereof); and

        (2) any partnership a general partner or managing general partner of 
which is such Person or a Subsidiary of such Person.

        "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C. sec 
77aaa-77bbbb).

        "Treasury Rate" means, as of any redemption date, the yield to maturity 
as of such redemption date of United States Treasury securities with a constant 
maturity (as compiled and published in the most recent Federal Reserve 
Statistical Release H.15 (519) that has become publicly available at least two 
Business Days prior to the redemption date (or, if such Statistical Release is 
no longer published, any publicly available source of similar market data)) 
most nearly equal to the period from the redemption date to September 15, 2012; 
provided, however, that if the period from the redemption date to September 15, 
2012, is less than one year, the weekly average yield on actually traded United 
States Treasury securities adjusted to a constant maturity of one year will be 
used.

        "Trustee" means Deutsche Bank Trust Company Americas, until a successor 
replaces it in accordance with the applicable provisions of this Indenture and 
thereafter means the successor serving hereunder.

        "UCC" means the Uniform Commercial Code as in effect from time to time 
in any applicable jurisdiction.

        "Unrestricted Definitive Note" means a Definitive Note that does not 
bear and is not required to bear the Private Placement Legend.

        "Unrestricted Global Note" means a Global Note that does not bear and 
is not required to bear the Private Placement Legend.

        "Unrestricted Subsidiary" means (A) any Subsidiary of the Company that 
is designated by the Board of Directors of the Company as an Unrestricted 
Subsidiary pursuant to a resolution of the Board of Directors or (B) any 
Subsidiary of an Unrestricted Subsidiary, but only to the extent that such 
Subsidiary:

        (1) has no Indebtedness other than Non-Recourse Debt;

        (2) except as permitted by Section 4.11 hereof, is not party to any 
agreement, contract, arrangement or understanding with the Company or any 
Restricted Subsidiary of the Company unless the terms of any such agreement, 
contract, arrangement or understanding are no less favorable to the Company or 
such Restricted Subsidiary than those that might be obtained at the time from 
Persons who are not Affiliates of the Company;


<PAGE> 33

        (3) is a Person with respect to which neither the Company nor any of 
its Restricted Subsidiaries has any direct or indirect obligation (a) to 
subscribe for additional Equity Interests or (b) to maintain or preserve such 
Person's financial condition or to cause such Person to achieve any specified 
levels of operating results; and

        (4) has not guaranteed or otherwise directly or indirectly provided 
credit support for any Indebtedness of the Company or any of its Restricted 
Subsidiaries.

        "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated 
under the Securities Act.

        "U.S. Receivables Securitization Program" means any U.S. receivables 
securitization program of the Company with respect to (i) a Receivables 
Subsidiary that is a Domestic Subsidiary or (ii) transfers by the Company or 
the Guarantors of assets that would be ABL Collateral if such assets were not 
subject to a Permitted Securitization Program.

        "Voting Stock" of any specified Person as of any date means the Capital 
Stock of such Person that is at the time entitled to vote in the election of 
the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any 
Indebtedness at any date, the number of years obtained by dividing:

        (1) the sum of the products obtained by multiplying (a) the amount of 
each then remaining installment, sinking fund, serial maturity or other 
required payments of principal, including payment at final maturity, in respect 
of the Indebtedness, by (b) the number of years (calculated to the nearest one-
twelfth) that will elapse between such date and the making of such payment; by

        (2) the then outstanding principal amount of such Indebtedness.

Section 1.02 Other Definitions.

                                                                 Defined in 
Term                                                                Section
----                                                             -----------
"Affiliate Transaction"                                                4.11
"Asset Sale Offer"                                                     3.09
"Authentication Order"                                                 2.02
"Change of Control Offer"                                              4.15
"Change of Control Payment"                                            4.15
"Change of Control Payment Date"                                       4.15
"Collateral Proceeds Account"                                          4.10
"Covenant Defeasance"                                                  8.03
"DTC"                                                                  2.03
"Event of Default"                                                     6.01
"Excess Proceeds"                                                      4.10
"incur"                                                                4.09
"Legal Defeasance"                                                     8.02
"Offer Amount"                                                         3.09
"Offer Period"                                                         3.09
"Paying Agent"                                                         2.03
"Permitted Debt"                                                       4.09
"Payment Default"                                                      6.01
"Purchase Date"                                                        3.09
"Registrar"                                                            2.03
"Restricted Payments"                                                  4.07



<PAGE> 34

Section 1.03 [Intentionally Omitted].

Section 1.04 Rules of Construction.

        Unless the context otherwise requires:

        (1) a term has the meaning assigned to it;

        (2) an accounting term not otherwise defined has the meaning assigned 
to it in accordance with GAAP;

        (3) "or" is not exclusive;

        (4) words in the singular include the plural, and in the plural include 
the singular;

        (5) "will" shall be interpreted to express a command; 

        (6) provisions apply to successive events and transactions; and

        (7) references to sections of or rules under the Securities Act will be 
deemed to include substitute, replacement or successor sections of or rules 
adopted by the SEC from time to time.


                                  ARTICLE 2 
                                  THE NOTES

Section 2.01 Form and Dating.

        (a) General.  The Notes and the Trustee's certificate of authentication 
will be substantially in the form of Exhibit A hereto.  The Notes may have 
notations, legends or endorsements required by law, stock exchange rule or 
usage.  Each Note will be dated the date of its authentication.  The Notes will 
be in denominations of $2,000 and integral multiples of $1,000 in excess 
thereof.

        The terms and provisions contained in the Notes will constitute, and 
are hereby expressly made, a part of this Indenture and the Company, the 
Guarantors and the Trustee, by their execution and delivery of this Indenture, 
expressly agree to such terms and provisions and to be bound thereby.  However, 
to the extent any provision of any Note conflicts with the express provisions 
of this Indenture, the provisions of this Indenture will govern and be 
controlling.


<PAGE> 35

        (b) Global Notes.  Notes issued in global form will be substantially in 
the form of Exhibit A hereto (including the Global Note Legend thereon and the 
"Schedule of Exchanges of Interests in the Global Note" attached thereto).  
Notes issued in definitive form will be substantially in the form of Exhibit A 
hereto (but without the Global Note Legend thereon and without the "Schedule of 
Exchanges of Interests in the Global Note" attached thereto).  Each Global Note 
will represent such of the outstanding Notes as will be specified therein and 
each will provide that it represents the aggregate principal amount of 
outstanding Notes from time to time endorsed thereon and that the aggregate 
principal amount of outstanding Notes represented thereby may from time to time 
be reduced or increased, as appropriate, to reflect exchanges and redemptions.  
Any endorsement of a Global Note to reflect the amount of any increase or 
decrease in the aggregate principal amount of outstanding Notes represented 
thereby will be made by the Trustee or the Custodian, at the direction of the 
Trustee, in accordance with instructions given by the Holder thereof as 
required by Section 2.06 hereof.

Section 2.02 Execution and Authentication.

        At least one Officer must sign the Notes for the Company by manual or 
facsimile signature.  

        If an Officer whose signature is on a Note no longer holds that office 
at the time a Note is authenticated, the Note will nevertheless be valid.

        A Note will not be valid until authenticated by the manual signature of 
the Trustee.  The signature will be conclusive evidence that the Note has been 
authenticated under this Indenture.

        The Trustee will, upon receipt of a written order of the Company signed 
by at least one Officer (an "Authentication Order"), authenticate Notes for 
original issue that may be validly issued under this Indenture, including any 
Additional Notes.  The aggregate principal amount of Notes outstanding at any 
time may not exceed the aggregate principal amount of Notes authorized for 
issuance by the Company pursuant to one or more Authentication Orders, except 
as provided in Section 2.07 hereof.  

        The Trustee may appoint an authenticating agent acceptable to the 
Company to authenticate Notes.  An authenticating agent may authenticate Notes 
whenever the Trustee may do so.  Each reference in this Indenture to 
authentication by the Trustee includes authentication by such agent.  An 
authenticating agent has the same rights as an Agent to deal with Holders or an 
Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

        The Company will maintain an office or agency where Notes may be 
presented for registration of transfer or for exchange ("Registrar") and an 
office or agency where Notes may be presented for payment ("Paying Agent").  
The Registrar will keep a register of the Notes and of their transfer and 
exchange.  The Company may appoint one or more co-registrars and one or more 
additional paying agents.  The term "Registrar" includes any co-registrar and 
the term "Paying Agent" includes any additional paying agent.  The Company may 
change any Paying Agent or Registrar without notice to any Holder.  The Company 
will notify the Trustee in writing of the name and address of any Agent not a 
party to this Indenture.  If the Company fails to appoint or maintain another 
entity as Registrar or Paying Agent, the Trustee shall act as such.  The 
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

        The Company initially appoints The Depository Trust Company ("DTC") to 
act as Depositary with respect to the Global Notes.  The Company may change the 
Depositary at any time without notice to any Holder, but the Company will 
notify the Trustee of the name and address of any new Depositary.

        The Company initially appoints the Trustee to act as the Registrar and 
Paying Agent and to act as Custodian with respect to the Global Notes.


<PAGE> 36

Section 2.04 Paying Agent to Hold Money in Trust.

        The Company will require each Paying Agent other than the Trustee to 
agree in writing that the Paying Agent will hold in trust for the benefit of 
Holders or the Trustee all money held by the Paying Agent for the payment of 
principal of, premium on, if any, or interest on, the Notes, and will notify 
the Trustee of any default by the Company in making any such payment.  While 
any such default continues, the Trustee may require a Paying Agent to pay all 
money held by it to the Trustee.  The Company at any time may require a Paying 
Agent to pay all money held by it to the Trustee.  Upon payment over to the 
Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have 
no further liability for the money.  If the Company or a Subsidiary acts as 
Paying Agent, it will segregate and hold in a separate trust fund for the 
benefit of the Holders all money held by it as Paying Agent.  Upon any 
bankruptcy or reorganization proceedings relating to the Company, the Trustee 
will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

        The Trustee will preserve in as current a form as is reasonably 
practicable the most recent list available to it of the names and addresses of 
all Holders.  If the Trustee is not the Registrar, the Company will furnish to 
the Trustee at least seven Business Days before each interest payment date and 
at such other times as the Trustee may request in writing, a list in such form 
and as of such date as the Trustee may reasonably require of the names and 
addresses of the Holders of Notes.

Section 2.06 Transfer and Exchange.

        (a) Transfer and Exchange of Global Notes.  A Global Note may not be 
transferred except as a whole by the Depositary to a nominee of the Depositary, 
by a nominee of the Depositary to the Depositary or to another nominee of the 
Depositary, or by the Depositary or any such nominee to a successor Depositary 
or a nominee of such successor Depositary.  All Global Notes will be exchanged 
by the Company for Definitive Notes if:

        (1) the Company delivers to the Trustee notice from the Depositary that 
it is unwilling or unable to continue to act as Depositary or that it is no 
longer a clearing agency registered under the Exchange Act and, in either case, 
a successor Depositary is not appointed by the Company within 120 days after 
the date of such notice from the Depositary; 

        (2) the Company in its sole discretion determines that the Global Notes 
(in whole but not in part) should be exchanged for Definitive Notes and 
delivers a written notice to such effect to the Trustee;  or

        (3) there has occurred and is continuing a Default or Event of Default 
with respect to the Notes.

        Upon the occurrence of any of the preceding events in (1), (2) or (3) 
above, Definitive Notes shall be issued in such names as the Depositary shall 
instruct the Trustee.  Global Notes also may be exchanged or replaced, in whole 
or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note 
authenticated and delivered in exchange for, or in lieu of, a Global Note or 
any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 
hereof, shall be authenticated and delivered in the form of, and shall be, a 
Global Note.  A Global Note may not be exchanged for another Note other than as 
provided in this Section 2.06(a), however, beneficial interests in a Global 
Note may be transferred and exchanged as provided in Section 2.06(b) or (c) 
hereof.


<PAGE> 37

        (b) Transfer and Exchange of Beneficial Interests in the Global Notes.  
The transfer and exchange of beneficial interests in the Global Notes will be 
effected through the Depositary, in accordance with the provisions of this 
Indenture and the Applicable Procedures.  Beneficial interests in the 
Restricted Global Notes will be subject to restrictions on transfer comparable 
to those set forth herein to the extent required by the Securities Act.  
Transfers of beneficial interests in the Global Notes also will require 
compliance with either subparagraph (1) or (2) below, as applicable, as well as 
one or more of the other following subparagraphs, as applicable:

        (1) Transfer of Beneficial Interests in the Same Global Note.  
Beneficial interests in any Restricted Global Note may be transferred to 
Persons who take delivery thereof in the form of a beneficial interest in the 
same Restricted Global Note in accordance with the transfer restrictions set 
forth in the Private Placement Legend; provided, however, that prior to the 
expiration of the Restricted Period, transfers of beneficial interests in the 
Regulation S Global Note may not be made to a U.S. Person or for the account or 
benefit of a U.S. Person.  Beneficial interests in any Unrestricted Global Note 
may be transferred to Persons who take delivery thereof in the form of a 
beneficial interest in an Unrestricted Global Note.  No written orders or 
instructions shall be required to be delivered to the Registrar to effect the 
transfers described in this Section 2.06(b)(1).

        (2) All Other Transfers and Exchanges of Beneficial Interests in Global 
Notes.  In connection with all transfers and exchanges of beneficial interests 
that are not subject to Section 2.06(b)(1) above, the transferor of such 
beneficial interest must deliver to the Registrar either:

        (A) both: 

        (i) a written order from a Participant or an Indirect Participant given 
to the Depositary in accordance with the Applicable Procedures directing the 
Depositary to credit or cause to be credited a beneficial interest in another 
Global Note in an amount equal to the beneficial interest to be transferred or 
exchanged; and

        (ii) instructions given in accordance with the Applicable Procedures 
containing information regarding the Participant account to be credited with 
such increase; or 

        (B) both:

        (i) a written order from a Participant or an Indirect Participant given 
to the Depositary in accordance with the Applicable Procedures directing the 
Depositary to cause to be issued a Definitive Note in an amount equal to the 
beneficial interest to be transferred or exchanged; and

        (ii) instructions given by the Depositary to the Registrar containing 
information regarding the Person in whose name such Definitive Note shall be 
registered to effect the transfer or exchange referred to in (1) above.

Upon satisfaction of all of the requirements for transfer or exchange of 
beneficial interests in Global Notes contained in this Indenture and the Notes 
or otherwise applicable under the Securities Act, the Trustee shall adjust the 
principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) 
hereof.

<PAAGE> 38

        (3) Transfer of Beneficial Interests to Another Restricted Global Note.
A beneficial interest in any Restricted Global Note may be transferred to a 
Person who takes delivery thereof in the form of a beneficial interest in 
another Restricted Global Note if the transfer complies with the requirements 
of Section 2.06(b)(2) above and the Registrar receives the following:

        (A) if the transferee will take delivery in the form of a beneficial 
interest in the 144A Global Note, then the transferor must deliver a 
certificate in the form of Exhibit B hereto, including the certifications in 
item (1) thereof;

        (B) if the transferee will take delivery in the form of a beneficial 
interest in the Regulation S Global Note, then the transferor must deliver a 
certificate in the form of Exhibit B hereto, including the certifications in 
item (2) thereof; and

        (C) if the transferee will take delivery in the form of a beneficial 
interest in the IAI Global Note, then the transferor must deliver a certificate 
in the form of Exhibit B hereto, including the certifications, certificates and 
Opinion of Counsel required by item (3) thereof, if applicable.

        (4) Transfer and Exchange of Beneficial Interests in a Restricted 
Global Note for Beneficial Interests in an Unrestricted Global Note.  A 
beneficial interest in any Restricted Global Note may be exchanged by any 
holder thereof for a beneficial interest in an Unrestricted Global Note or 
transferred to a Person who takes delivery thereof in the form of a beneficial 
interest in an Unrestricted Global Note if the exchange or transfer complies 
with the requirements of Section 2.06(b)(2) above and the Registrar receives 
the following:

        (A) if the holder of such beneficial interest in a Restricted Global 
Note proposes to exchange such beneficial interest for a beneficial interest in 
an Unrestricted Global Note, a certificate from such holder in the form of 
Exhibit C hereto, including the certifications in item (1)(a) thereof; or

        (B) if the holder of such beneficial interest in a Restricted Global 
Note proposes to transfer such beneficial interest to a Person who shall take 
delivery thereof in the form of a beneficial interest in an Unrestricted Global 
Note, a certificate from such holder in the form of Exhibit B hereto, including 
the certifications in item (4) thereof;

and, in each such case, if the Registrar so requests or if the Applicable 
Procedures so require, an Opinion of Counsel in form reasonably acceptable to 
the Registrar to the effect that such exchange or transfer is in compliance 
with the Securities Act and that the restrictions on transfer contained herein 
and in the Private Placement Legend are no longer required in order to maintain 
compliance with the Securities Act.

        If any such transfer is effected at a time when an Unrestricted Global 
Note has not yet been issued, the Company shall issue and, upon receipt of an 
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall 
authenticate one or more Unrestricted Global Notes in an aggregate principal 
amount equal to the aggregate principal amount of beneficial interests 
transferred.
        Beneficial interests in an Unrestricted Global Note cannot be exchanged 
for, or transferred to Persons who take delivery thereof in the form of, a 
beneficial interest in a Restricted Global Note.


<PAGE> 39

        (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

        (1) Beneficial Interests in Restricted Global Notes to Restricted 
Definitive Notes.  If any holder of a beneficial interest in a Restricted 
Global Note proposes to exchange such beneficial interest for a Restricted 
Definitive Note or to transfer such beneficial interest to a Person who takes 
delivery thereof in the form of a Restricted Definitive Note, then, upon 
receipt by the Registrar of the following documentation:

        (A) if the holder of such beneficial interest in a Restricted Global 
Note proposes to exchange such beneficial interest for a Restricted Definitive 
Note, a certificate from such holder in the form of Exhibit C hereto, including 
the certifications in item (2)(a) thereof;

        (B) if such beneficial interest is being transferred to a QIB in 
accordance with Rule 144A, a certificate to the effect set forth in Exhibit B 
hereto, including the certifications in item (1) thereof;

        (C) if such beneficial interest is being transferred to a Non-U.S. 
Person in an offshore transaction in accordance with Rule 903 or Rule 904, a 
certificate to the effect set forth in Exhibit B hereto, including the 
certifications in item (2) thereof;

        (D) if such beneficial interest is being transferred pursuant to an 
exemption from the registration requirements of the Securities Act in 
accordance with Rule 144, a certificate to the effect set forth in Exhibit B 
hereto, including the certifications in item (3)(a) thereof;

        (E) if such beneficial interest is being transferred to an 
Institutional Accredited Investor in reliance on an exemption from the 
registration requirements of the Securities Act other than those listed in 
subparagraphs (B) through (D) above, a certificate to the effect set forth in 
Exhibit B hereto, including the certifications, certificates and Opinion of 
Counsel required by item (3) thereof, if applicable;

        (F) if such beneficial interest is being transferred to the Company or 
any of its Subsidiaries, a certificate to the effect set forth in Exhibit B 
hereto, including the certifications in item (3)(b) thereof; or

        (G) if such beneficial interest is being transferred pursuant to an 
effective registration statement under the Securities Act, a certificate to the 
effect set forth in Exhibit B hereto, including the certifications in item 
(3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global 
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the 
Company shall execute and the Trustee shall authenticate and deliver to the 
Person designated in the instructions a Definitive Note in the appropriate 
principal amount.  Any Definitive Note issued in exchange for a beneficial 
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be 
registered in such name or names and in such authorized denomination or 
denominations as the holder of such beneficial interest shall instruct the 

Registrar through instructions from the Depositary and the Participant or 
Indirect Participant.  The Trustee shall deliver such Definitive Notes to the 
Persons in whose names such Notes are so registered.  Any Definitive Note 
issued in exchange for a beneficial interest in a Restricted Global Note 
pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and 
shall be subject to all restrictions on transfer contained therein.


<PAGE> 40

        (2) Beneficial Interests in Restricted Global Notes to Unrestricted 
Definitive Notes.  A holder of a beneficial interest in a Restricted Global 
Note may exchange such beneficial interest for an Unrestricted Definitive Note 
or may transfer such beneficial interest to a Person who takes delivery thereof 
in the form of an Unrestricted Definitive Note only if the Registrar receives 
the following:

        (A) if the holder of such beneficial interest in a Restricted Global 
Note proposes to exchange such beneficial interest for an Unrestricted 
Definitive Note, a certificate from such holder in the form of Exhibit C 
hereto, including the certifications in item (1)(b) thereof; or

        (B) if the holder of such beneficial interest in a Restricted Global 
Note proposes to transfer such beneficial interest to a Person who shall take 
delivery thereof in the form of an Unrestricted Definitive Note, a certificate 
from such holder in the form of Exhibit B hereto, including the certifications 
in item (4) thereof;

and, in each such case, if the Registrar so requests or if the Applicable 
Procedures so require, an Opinion of Counsel in form reasonably acceptable to 
the Registrar to the effect that such exchange or transfer is in compliance 
with the Securities Act and that the restrictions on transfer contained herein 
and in the Private Placement Legend are no longer required in order to maintain 
compliance with the Securities Act.

        (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted 
Definitive Notes.  If any holder of a beneficial interest in an Unrestricted 
Global Note proposes to exchange such beneficial interest for a Definitive Note 
or to transfer such beneficial interest to a Person who takes delivery thereof 
in the form of a Definitive Note, then, upon satisfaction of the conditions set 
forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate 
principal amount of the applicable Global Note to be reduced accordingly 
pursuant to Section 2.06(h) hereof, and the Company will execute and the 
Trustee will authenticate and deliver to the Person designated in the 
instructions a Definitive Note in the appropriate principal amount.  Any 
Definitive Note issued in exchange for a beneficial interest pursuant to this 
Section 2.06(c)(3) will be registered in such name or names and in such 
authorized denomination or denominations as the holder of such beneficial 
interest requests through instructions to the Registrar from or through the 
Depositary and the Participant or Indirect Participant.  The Trustee will 
deliver such Definitive Notes to the Persons in whose names such Notes are so 
registered.  Any Definitive Note issued in exchange for a beneficial interest 
pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

        (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

        (1) Restricted Definitive Notes to Beneficial Interests in Restricted 
Global Notes.  If any Holder of a Restricted Definitive Note proposes to 
exchange such Note for a beneficial interest in a Restricted Global Note or to 
transfer such Restricted Definitive Notes to a Person who takes delivery 
thereof in the form of a beneficial interest in a Restricted Global Note, then, 
upon receipt by the Registrar of the following documentation:

        (A) if the Holder of such Restricted Definitive Note proposes to 
exchange such Note for a beneficial interest in a Restricted Global Note, a 
certificate from such Holder in the form of Exhibit C hereto, including the 
certifications in item (2)(b) thereof;


<PAGE> 41

        (B) if such Restricted Definitive Note is being transferred to a QIB in 
accordance with Rule 144A, a certificate to the effect set forth in Exhibit B 
hereto, including the certifications in item (1) thereof;

        (C) if such Restricted Definitive Note is being transferred to a Non-
U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, 
a certificate to the effect set forth in Exhibit B hereto, including the 
certifications in item (2) thereof;

        (D) if such Restricted Definitive Note is being transferred pursuant to 
an exemption from the registration requirements of the Securities Act in 
accordance with Rule 144, a certificate to the effect set forth in Exhibit B 
hereto, including the certifications in item (3)(a) thereof;

        (E) if such Restricted Definitive Note is being transferred to an 
Institutional Accredited Investor in reliance on an exemption from the 
registration requirements of the Securities Act other than those listed in 
subparagraphs (B) through (D) above, a certificate to the effect set forth in 
Exhibit B hereto, including the certifications, certificates and Opinion of 
Counsel required by item (3) thereof, if applicable;

        (F) if such Restricted Definitive Note is being transferred to the 
Company or any of its Subsidiaries, a certificate to the effect set forth in 
Exhibit B hereto, including the certifications in item (3)(b) thereof; or

        (G) if such Restricted Definitive Note is being transferred pursuant to 
an effective registration statement under the Securities Act, a certificate to 
the effect set forth in Exhibit B hereto, including the certifications in item 
(3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be 
increased the aggregate principal amount of, in the case of clause (A) above, 
the appropriate Restricted Global Note, in the case of clause (B) above, the 
144A Global Note, in the case of clause (C) above, the Regulation S Global Note,
and in all other cases, the IAI Global Note.

        (2) Restricted Definitive Notes to Beneficial Interests in Unrestricted 
Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note 
for a beneficial interest in an Unrestricted Global Note or transfer such 
Restricted Definitive Note to a Person who takes delivery thereof in the form 
of a beneficial interest in an Unrestricted Global Note only if the Registrar 
receives the following:

        (A) if the Holder of such Definitive Notes proposes to exchange such 
Notes for a beneficial interest in the Unrestricted Global Note, a certificate 
from such Holder in the form of Exhibit C hereto, including the certifications 
in item (1)(c) thereof; or

        (B) if the Holder of such Definitive Notes proposes to transfer such 
Notes to a Person who shall take delivery thereof in the form of a beneficial 
interest in the Unrestricted Global Note, a certificate from such Holder in the 
form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar so requests or if the Applicable 
Procedures so require, an Opinion of Counsel in form reasonably acceptable to 
the Registrar to the effect that such exchange or transfer is in compliance 
with the Securities Act and that the restrictions on transfer contained herein 
and in the Private Placement Legend are no longer required in order to maintain 
compliance with the Securities Act.


<PAGE> 42

        Upon satisfaction of the conditions of any of the subparagraphs in this 
Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or
cause to be increased the aggregate principal amount of the Unrestricted Global 
Note.

        (3) Unrestricted Definitive Notes to Beneficial Interests in 
Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may 
exchange such Note for a beneficial interest in an Unrestricted Global Note or 
transfer such Definitive Notes to a Person who takes delivery thereof in the 
form of a beneficial interest in an Unrestricted Global Note at any time.  Upon 
receipt of a request for such an exchange or transfer, the Trustee will cancel 
the applicable Unrestricted Definitive Note and increase or cause to be 
increased the aggregate principal amount of one of the Unrestricted Global 
Notes.

        If any such exchange or transfer from a Definitive Note to a beneficial 
interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a 
time when an Unrestricted Global Note has not yet been issued, the Company will 
issue and, upon receipt of an Authentication Order in accordance with Section 
2.02 hereof, the Trustee will authenticate one or more Unrestricted Global 
Notes in an aggregate principal amount equal to the principal amount of 
Definitive Notes so transferred.

        (e) Transfer and Exchange of Definitive Notes for Definitive Notes.  
Upon request by a Holder of Definitive Notes and such Holder's compliance with 
the provisions of this Section 2.06(e), the Registrar will register the 
transfer or exchange of Definitive Notes.  Prior to such registration of 
transfer or exchange, the requesting Holder must present or surrender to the 
Registrar the Definitive Notes duly endorsed or accompanied by a written 
instruction of transfer in form satisfactory to the Registrar duly executed by 
such Holder or by its attorney, duly authorized in writing.  In addition, the 
requesting Holder must provide any additional certifications, documents and 
information, as applicable, required pursuant to the following provisions of 
this Section 2.06(e).

        (1) Restricted Definitive Notes to Restricted Definitive Notes.  Any 
Restricted Definitive Note may be transferred to and registered in the name of 
Persons who take delivery thereof in the form of a Restricted Definitive Note 
if the Registrar receives the following:

        (A) if the transfer will be made pursuant to Rule 144A, then the 
transferor must deliver a certificate in the form of Exhibit B hereto, 
including the certifications in item (1) thereof;

        (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then 
the transferor must deliver a certificate in the form of Exhibit B hereto, 
including the certifications in item (2) thereof; and

        (C) if the transfer will be made pursuant to any other exemption from 
the registration requirements of the Securities Act, then the transferor must 
deliver a certificate in the form of Exhibit B hereto, including the 
certifications, certificates and Opinion of Counsel required by item (3) 
thereof, if applicable.

        (2) Restricted Definitive Notes to Unrestricted Definitive Notes.  Any 
Restricted Definitive Note may be exchanged by the Holder thereof for an 
Unrestricted Definitive Note or transferred to a Person or Persons who take 
delivery thereof in the form of an Unrestricted Definitive Note if the 
Registrar receives the following:


<PAGE> 43

        (A) if the Holder of such Restricted Definitive Notes proposes to 
exchange such Notes for an Unrestricted Definitive Note, a certificate from 
such Holder in the form of Exhibit C hereto, including the certifications in 
item (1)(d) thereof; or

        (B) if the Holder of such Restricted Definitive Notes proposes to 
transfer such Notes to a Person who shall take delivery thereof in the form of 
an Unrestricted Definitive Note, a certificate from such Holder in the form of 
Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case, if the Registrar so requests, an Opinion of Counsel in 
form reasonably acceptable to the Registrar to the effect that such exchange 
or transfer is in compliance with the Securities Act and that the restrictions 
on transfer contained herein and in the Private Placement Legend are no longer 
required in order to maintain compliance with the Securities Act.

        (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A 
Holder of Unrestricted Definitive Notes may transfer such Notes to a Person 
who takes delivery thereof in the form of an Unrestricted Definitive Note.  
Upon receipt of a request to register such a transfer, the Registrar shall 
register the Unrestricted Definitive Notes pursuant to the instructions from 
the Holder thereof.

        (f) [Intentionally Omitted]. 

        (g) Legends.  The following legends will appear on the face of all 
Global Notes and Definitive Notes issued under this Indenture unless 
specifically stated otherwise in the applicable provisions of this Indenture.

        (1) Private Placement Legend.

        (A) Except as permitted by subparagraph (B) below, each Global Note and 
each Definitive Note (and all Notes issued in exchange therefor or substitution 
thereof) shall bear the legend in substantially the following form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN AND ARE NOT EXPECTED TO BE REGISTERED 
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ''SECURITIES 
ACT'') AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)
(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL 
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR 
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A 
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE 
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 
SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE AND PROVIDED THAT 
PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL 
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE 
SECURITIES ACT), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION 
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT 
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN 
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED 
STATES AND OTHER JURISDICTIONS."


<PAGE> 44

        (B) Notwithstanding the foregoing, any Global Note or Definitive Note 
issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2) 
or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or 
substitution thereof) will not bear the Private Placement Legend.

        (2) Global Note Legend.  Each Global Note will bear a legend in 
substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE 
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE 
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY 
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY 
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY 
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE 
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR 
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL
 NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN 
CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE 
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY 
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE 
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS 
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY 
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR 
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY 
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME 
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS 
MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED 
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR 
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER 
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

        (3) Original Issue Discount Legend.  Each Note will bear a legend in 
substantially the following form:

"THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 
1272, 1273, AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  THE 
COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS NOTE, UPON WRITTEN 
REQUEST, THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND 
YIELD TO MATURITY WITH RESPECT TO THE NOTE.  ANY SUCH WRITTEN REQUEST SHOULD 
BE SENT TO COMPANY AT THE FOLLOWING ADDRESS: UNISYS CORPORATION, UNISYS WAY, 
BLUE BELL, PENNSYLVANIA 19424, ATTENTION:  TREASURER."


<PAGE> 45

        (h) Cancellation and/or Adjustment of Global Notes.  At such time as 
all beneficial interests in a particular Global Note have been exchanged for 
Definitive Notes or a particular Global Note has been redeemed, repurchased or 
canceled in whole and not in part, each such Global Note will be returned to or 
retained and canceled by the Trustee in accordance with Section 2.11 hereof.  
At any time prior to such cancellation, if any beneficial interest in a Global 
Note is exchanged for or transferred to a Person who will take delivery thereof 
in the form of a beneficial interest in another Global Note or for Definitive 
Notes, the principal amount of Notes represented by such Global Note will be 
reduced accordingly and an endorsement will be made on such Global Note by the 
Trustee or by the Depositary at the direction of the Trustee to reflect such 
reduction; and if the beneficial interest is being exchanged for or transferred 
to a Person who will take delivery thereof in the form of a beneficial interest 
in another Global Note, such other Global Note will be increased accordingly 
and an endorsement will be made on such Global Note by the Trustee or by the 
Depositary at the direction of the Trustee to reflect such increase.

        (i) General Provisions Relating to Transfers and Exchanges.

        (1) To permit registrations of transfers and exchanges, the Company 
will execute and the Trustee will authenticate Global Notes and Definitive 
Notes upon receipt of an Authentication Order in accordance with Section 2.02 
hereof or at the Registrar's request.

        (2) No service charge will be made to a Holder of a beneficial interest 
in a Global Note or to a Holder of a Definitive Note for any registration of 
transfer or exchange, but the Company may require payment of a sum sufficient 
to cover any transfer tax or similar governmental charge payable in connection 
therewith (other than any such transfer taxes or similar governmental charge 
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 
4.15 and 9.05 hereof).  

        (3) The Registrar will not be required to register the transfer of or 
exchange of any Note selected for redemption in whole or in part, except the 
unredeemed portion of any Note being redeemed in part.

        (4) All Global Notes and Definitive Notes issued upon any registration 
of transfer or exchange of Global Notes or Definitive Notes will be the valid 
obligations of the Company, evidencing the same debt, and entitled to the same 
benefits under this Indenture, as the Global Notes or Definitive Notes 
surrendered upon such registration of transfer or exchange.

        (5) Neither the Registrar nor the Company will be required:

        (A) to issue, to register the transfer of or to exchange any Notes 
during a period beginning at the opening of business 15 days before the day of 
any selection of Notes for redemption under Section 3.02 hereof and ending at 
the close of business on the day of selection;

        (B) to register the transfer of or to exchange any Note selected for 
redemption in whole or in part, except the unredeemed portion of any Note being 
redeemed in part; or 

        (C) to register the transfer of or to exchange a Note between a record 
date and the next succeeding interest payment date.


<PAGE> 46

        (6) Prior to due presentment for the registration of a transfer of any 
Note, the Trustee, any Agent and the Company may deem and treat the Person in 
whose name any Note is registered as the absolute owner of such Note for the 
purpose of receiving payment of principal of and interest on such Notes and 
for all other purposes, and none of the Trustee, any Agent or the Company 
shall be affected by notice to the contrary.

        (7) The Trustee will authenticate Global Notes and Definitive Notes in 
accordance with the provisions of Section 2.02 hereof.

        (8) All certifications, certificates and Opinions of Counsel required 
to be submitted to the Registrar pursuant to this Section 2.06 to effect a 
registration of transfer or exchange may be submitted by facsimile with 
originals to follow by mail delivery.

Section 2.07 Replacement Notes.

        If any mutilated Note is surrendered to the Trustee or the Company and 
the Trustee receives evidence to its satisfaction of the destruction, loss or 
theft of any Note, the Company will issue and the Trustee, upon receipt of an 
Authentication Order, will authenticate a replacement Note if the Trustee's 
requirements are met.  If required by the Trustee or the Company, an indemnity 
bond must be supplied by the Holder that is sufficient in the judgment of the 
Trustee and the Company to protect the Company, the Trustee, any Agent and any 
authenticating agent from any loss that any of them may suffer if a Note is 
replaced.  The Company may charge for its expenses in replacing a Note.

        Every replacement Note is an additional obligation of the Company and 
will be entitled to all of the benefits of this Indenture equally and 
proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

        The Notes outstanding at any time are all the Notes authenticated by 
the Trustee except for those canceled by it, those delivered to it for 
cancellation, those reductions in the interest in a Global Note effected by the 
Trustee in accordance with the provisions hereof, and those described in this 
Section 2.08 as not outstanding.  Except as set forth in Section 2.09 hereof, a 
Note does not cease to be outstanding because the Company or an Affiliate of 
the Company holds the Note.

        If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be 
outstanding unless the Trustee receives proof satisfactory to it that the 
replaced Note is held by a protected purchaser.

        If the principal amount of any Note is considered paid under Section 
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

        If the Paying Agent (other than the Company, a Subsidiary or an 
Affiliate of any thereof) holds, on a redemption date or maturity date, money 
sufficient to pay Notes payable on that date, then on and after that date such 
Notes will be deemed to be no longer outstanding and will cease to accrue 
interest.

Section 2.09 Treasury Notes.

        In determining whether the Holders of the required principal amount of 
Notes have concurred in any direction, waiver or consent, Notes owned by the 
Company or any Guarantor, or by any Person directly or indirectly controlling 
or controlled by or under direct or indirect common control with the Company or 
any Guarantor, will be considered as though not outstanding, except that for 
the purposes of determining whether the Trustee will be protected in relying on 
any such direction, waiver or consent, only Notes that the Trustee knows are so 
owned will be so disregarded.


<PAGE> 47

Section 2.10 Temporary Notes.
        Until certificates representing Notes are ready for delivery, the 
Company may prepare and the Trustee, upon receipt of an Authentication Order, 
will authenticate temporary Notes.  Temporary Notes will be substantially in 
the form of certificated Notes but may have variations that the Company 
considers appropriate for temporary Notes and as may be reasonably acceptable 
to the Trustee.  Without unreasonable delay, the Company will prepare and the 
Trustee will authenticate definitive Notes in exchange for temporary Notes.

        Holders of temporary Notes will be entitled to all of the benefits of 
this Indenture.

Section 2.11 Cancellation.

        The Company at any time may deliver Notes to the Trustee for 
cancellation.  The Registrar and Paying Agent will forward to the Trustee any 
Notes surrendered to them for registration of transfer, exchange or payment.  
The Trustee and no one else will cancel all Notes surrendered for registration 
of transfer, exchange, payment, replacement or cancellation and will destroy 
canceled Notes (subject to the record retention requirement of the Exchange 
Act).  Certification of the destruction of all canceled Notes will be delivered 
to the Company.  The Company may not issue new Notes to replace Notes that it 
has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

        If the Company defaults in a payment of interest on the Notes, it will 
pay the defaulted interest in any lawful manner plus, to the extent lawful, 
interest payable on the defaulted interest, to the Persons who are Holders on a 
subsequent special record date, in each case at the rate provided in the Notes 
and in Section 4.01 hereof.  The Company will notify the Trustee in writing of 
the amount of defaulted interest proposed to be paid on each Note and the date 
of the proposed payment.  The Company will fix or cause to be fixed each such 
special record date and payment date; provided that no such special record date 
may be less than 10 days prior to the related payment date for such defaulted 
interest.  At least 15 days before the special record date, the Company (or, 
upon the written request of the Company, the Trustee in the name and at the 
expense of the Company) will mail or cause to be mailed to Holders a notice 
that states the special record date, the related payment date and the amount of 
such interest to be paid.

                                  ARTICLE 3 
                           REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

        If the Company elects to redeem Notes pursuant to the optional 
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, 
at least 30 days but not more than 60 days before a redemption date, an 
Officers' Certificate setting forth:

        (1) the clause of this Indenture pursuant to which the redemption shall 
occur;

        (2) the redemption date;

        (3) the principal amount of Notes to be redeemed; and 

        (4) the redemption price.


<PAGE> 48

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

        (a) If less than all of the Notes are to be redeemed or purchased in an 
offer to purchase at any time, the Trustee will select Notes for redemption or 
purchase on a pro rata basis, based on the amounts tendered or required to be 
prepaid or redeemed (or, in the case of Notes issued in global form pursuant to 
Article 2 hereof, based on a method that most nearly approximates a pro rata 
selection as the Trustee deems fair and appropriate) unless otherwise required 
by law or applicable stock exchange or depositary requirements.

        (b) No Notes of $2,000 or less can be redeemed in part. Notices of 
redemption will be mailed by first class mail at least 30 but not more than 60 
days before the redemption date to each Holder to be redeemed at its registered 
address, except that redemption notices may be mailed more than 60 days prior 
to a redemption date if the notice is issued in connection with a defeasance of 
the Notes or a satisfaction and discharge of this Indenture. Notices of 
redemption shall not be conditional.

        (c) If any Note is to be redeemed in part only, the notice of 
redemption that relates to that Note will state the portion of the principal 
amount of that Note that is to be redeemed. A new Note in principal amount 
equal to the unredeemed portion of the original Note will be issued in the name 
of the Holder of Notes upon cancellation of the original Note. Notes called for 
redemption become due on the date fixed for redemption. On and after the 
redemption date, interest ceases to accrue on Notes or portions thereof called 
for redemption.

        (d) In the event of partial redemption or purchase by lot, the 
particular Notes to be redeemed or purchased will be selected, unless otherwise 
provided herein, not less than 30 nor more than 60 days prior to the redemption 
or purchase date by the Trustee from the outstanding Notes not previously 
called for redemption or purchase.

        (e) The Trustee will promptly notify the Company in writing of the 
Notes selected for redemption or purchase and, in the case of any Note selected 
for partial redemption or purchase, the principal amount thereof to be redeemed 
or purchased.  Notes and portions of Notes selected will be in amounts of 
$2,000 or whole multiples of $1,000 in excess thereof; except that if all of 
the Notes of a Holder are to be redeemed or purchased, the entire outstanding 
amount of Notes held by such Holder shall be redeemed or purchased.  Except as 
provided in the preceding sentence, provisions of this Indenture that apply to 
Notes called for redemption or purchase also apply to portions of Notes called 
for redemption or purchase.

Section 3.03 Notice of Redemption.

        (a) Subject to the provisions of Section 3.09 hereof, at least 30 days 
but not more than 60 days before a redemption date, the Company will mail or 
cause to be mailed, by first class mail, a notice of redemption to each Holder 
whose Notes are to be redeemed at its registered address, except that 
redemption notices may be mailed more than 60 days prior to a redemption date 
if the notice is issued in connection with a defeasance of the Notes or a 
satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 
hereof.

        (b) The notice will identify the Notes to be redeemed and will state:

        (1) the redemption date;

        (2) the redemption price;


<PAGE> 49

        (3) if any Note is being redeemed in part, the portion of the principal 
amount of such Note to be redeemed and that, after the redemption date upon 
surrender of such Note, a new Note or Notes in principal amount equal to the 
unredeemed portion will be issued upon cancellation of the original Note;

        (4) the name and address of the Paying Agent;

        (5) that Notes called for redemption must be surrendered to the Paying 
Agent to collect the redemption price;

        (6) that, unless the Company defaults in making such redemption 
payment, interest on Notes called for redemption ceases to accrue on and after 
the redemption date;

        (7) the paragraph of the Notes and/or Section of this Indenture 
pursuant to which the Notes called for redemption are being redeemed; and

        (8) that no representation is made as to the correctness or accuracy of 
the CUSIP number, if any, listed in such notice or printed on the Notes.

        (c) At the Company's request, the Trustee will give the notice of 
redemption in the Company's name and at its expense; provided, however, that 
the Company has delivered to the Trustee, at least 45 days prior to the 
redemption date, an Officers' Certificate requesting that the Trustee give such 
notice and setting forth the information to be stated in such notice as provided
in Section 3.03(b) hereof.

Section 3.04 Effect of Notice of Redemption.

        Once notice of redemption is mailed in accordance with Section 3.03 
hereof, Notes called for redemption become irrevocably due and payable on the 
redemption date at the redemption price.  A notice of redemption may not be 
conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

        (a) One Business Day prior to the redemption or purchase date, the 
Company will deposit with the Trustee or with the Paying Agent money sufficient 
to pay the redemption or purchase price of and accrued and unpaid interest, if 
any, on all Notes to be redeemed or purchased on that date.  The Trustee or the 
Paying Agent will promptly return to the Company any money deposited with the 
Trustee or the Paying Agent by the Company in excess of the amounts necessary 
to pay the redemption or purchase price of, and accrued and unpaid interest, if 
any, on all Notes to be redeemed or purchased.

        (b) If the Company complies with the provisions of Section 3.05(a) 
hereof, on and after the redemption or purchase date, interest will cease to 
accrue on the Notes or the portions of Notes called for redemption or purchase. 
If a Note is redeemed or purchased on or after an interest record date but on 
or prior to the related interest payment date, then any accrued and unpaid 
interest shall be paid to the Person in whose name such Note was registered at 
the close of business on such record date.  If any Note called for redemption 
or purchase is not so paid upon surrender for redemption or purchase because of 
the failure of the Company to comply with Section 3.5(a) hereof, interest shall 
be paid on the unpaid principal, from the redemption or purchase date until 
such principal is paid, and to the extent lawful on any interest not paid on 
such unpaid principal, in each case at the rate provided in the Notes and in 
Section 4.01 hereof.


<PAGE> 50

Section 3.06 Notes Redeemed or Purchased in Part.

        Upon surrender of a Note that is redeemed or purchased in part, the 
Company will issue and, upon receipt of an Authentication Order, the Trustee 
will authenticate for the Holder at the expense of the Company a new Note equal 
in principal amount to the unredeemed or unpurchased portion of the Note 
surrendered.

Section 3.07 Optional Redemption.

        (a) At any time prior to September 15, 2012, the Company may on any one 
or more occasions redeem up to 35% of the aggregate principal amount of Notes 
issued under this Indenture, upon not less than 30 nor more than 60 days' 
notice, at a redemption price equal to 114.250% of the principal amount of the 
Notes redeemed, plus accrued and unpaid interest, if any, to the date of 
redemption (subject to the rights of Holders of Notes on the relevant record 
date to receive interest on the relevant interest payment date), with the net 
cash proceeds from one or more Equity Offerings; provided that: 

        (1) at least 65% of the aggregate principal amount of Initial Notes 
(excluding Notes held by the Company and its Subsidiaries) remains outstanding 
immediately after the occurrence of such redemption; and 

        (2) the redemption occurs within 90 days of the date of the closing of 
such Equity Offering.

        (b) At any time prior to September 15, 2012, the Company may on any one 
or more occasions redeem all or a part of the Notes, upon not less than 30 nor 
more than 60 days' notice, at a redemption price equal to 100% of the principal 
amount of the Notes redeemed, plus the Applicable Premium as of, and accrued 
and unpaid interest, if any, to, the applicable date of redemption, subject to 
the rights of Holders of Notes on the relevant record date to receive interest 
due on the relevant interest payment date.

        (c) Except pursuant to subsections (a) and (b) of this Section 3.07, 
the Notes will not be redeemable at the Company's option prior to September 15, 
2012.

        (d) On or after September 15, 2012, the Company may on any one or more 
occasions redeem all or a part of the Notes, upon not less than 30 nor more 
than 60 days' notice, at the redemption prices (expressed as percentages of 
principal amount) set forth below, plus accrued and unpaid interest, if any, on 
the Notes redeemed, to the applicable date of redemption, if redeemed during 
the twelve-month period beginning on September 15 of the years indicated below, 
subject to the rights of Holders of Notes on the relevant record date to 
receive interest on the relevant interest payment date:

Year                                                         Percentage
----                                                         ----------
2012                                                          107.1250%
2013                                                          103.5625%
2014 and thereafter                                            100.000%

        Unless the Company defaults in the payment of the redemption price, 
interest will cease to accrue on the Notes or portions thereof called for 
redemption on the applicable redemption date.

        (e) Any redemption pursuant to this Section 3.07 shall be made pursuant 
to the provisions of Sections 3.01 through 3.06 hereof.


<PAGE> 51

Section 3.08 Mandatory Redemption.

        The Company is not required to make mandatory redemption or sinking 
fund payments with respect to the Notes.


Section 3.09 Offer to Purchase by Application of Excess Proceeds.

        In the event that, pursuant to Section 4.10 hereof, the Company is 
required to commence an offer to all Holders to purchase Notes (an "Asset Sale 
Offer"), it will follow the procedures specified below.

        The Asset Sale Offer shall be made to all Holders and all holders of 
Junior Lien Debt containing provisions similar to those set forth in this 
Indenture with respect to offers to purchase or redeem with the proceeds of 
sales of assets.  The Asset Sale Offer will remain open for a period of at 
least 20 Business Days following its commencement and not more than 30 Business 
Days, except to the extent that a longer period is required by applicable law 
(the "Offer Period").  No later than three Business Days after the termination 
of the Offer Period (the "Purchase Date"), the Company will apply all Excess 
Proceeds (the "Offer Amount") to the purchase of Notes and such other Junior 
Lien Debt (on a pro rata basis based on the principal amount of Notes and such 
other Junior Lien Debt surrendered, if applicable) or, if less than the Offer 
Amount has been tendered, all Notes and other Junior Lien Debt tendered in 
response to the Asset Sale Offer.  Payment for any Notes so purchased will be 
made in the same manner as interest payments are made.

        If any Excess Proceeds remain after consummation of an Asset Sale Offer 
in respect of the Notes, such other Junior Lien Debt described above, and in 
respect of the First Lien Notes and any Priority Lien Debt as required by 
Section 4.10(f) hereof, the Company may use those Excess Proceeds for any 
purpose not otherwise prohibited by this Indenture.

        If the Purchase Date is on or after an interest record date and on or 
before the related interest payment date, any accrued and unpaid interest, if 
any, will be paid to the Person in whose name a Note is registered at the close 
of business on such record date, and no additional interest will be payable to 
Holders who tender Notes pursuant to the Asset Sale Offer.

        Upon the commencement of an Asset Sale Offer, the Company will send, by 
first class mail, a notice to the Trustee and each of the Holders, with a copy 
to the Trustee.  The notice will contain all instructions and materials 
necessary to enable such Holders to tender Notes pursuant to the Asset Sale 
Offer.  The notice, which will govern the terms of the Asset Sale Offer, will 
state:

        (1) that the Asset Sale Offer is being made pursuant to this Section 
3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will 
remain open;

        (2) the Offer Amount, the purchase price and the Purchase Date;

        (3) that any Note not tendered or accepted for payment will continue to 
accrue interest;

        (4) that, unless the Company defaults in making such payment, any Note 
accepted for payment pursuant to the Asset Sale Offer will cease to accrue 
interest after the Purchase Date;

        (5) that Holders electing to have a Note purchased pursuant to an Asset 
Sale Offer may elect to have Notes purchased in denominations of $2,000 or an 
integral multiple of $1,000 in excess thereof;


<PAGE> 52

        (6) that Holders electing to have Notes purchased pursuant to any Asset 
Sale Offer will be required to surrender the Note, with the form entitled 
"Option of Holder to Elect Purchase" attached to the Notes completed, or 
transfer by book-entry transfer, to the Company, a Depositary, if appointed by 
the Company, or a Paying Agent at the address specified in the notice at least 
three days before the Purchase Date;

        (7) that Holders will be entitled to withdraw their election if the 
Company, the Depositary or the Paying Agent, as the case may be, receives, not 
later than the expiration of the Offer Period, a telegram, telex, facsimile 
transmission or letter setting forth the name of the Holder, the principal 
amount of the Note the Holder delivered for purchase and a statement that such 
Holder is withdrawing his election to have such Note purchased;

        (8) that, if the aggregate principal amount of Notes and other Junior 
Lien Debt surrendered by holders thereof exceeds the Offer Amount, the Company 
will select the Notes and other Junior Lien Debt to be purchased on a pro rata 
basis based on the principal amount of Notes and such other Junior Lien Debt 
surrendered (with such adjustments as may be deemed appropriate by the Company 
so that only Notes in denominations of $2,000, or an integral multiple of 
$1,000 in excess thereof, will be purchased); and

        (9) that Holders whose Notes were purchased only in part will be issued 
new Notes equal in principal amount to the unpurchased portion of the Notes 
surrendered (or transferred by book-entry transfer).

        On or before the Purchase Date, the Company will, to the extent lawful, 
accept for payment, on a pro rata basis to the extent necessary, the Offer 
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, 
or if less than the Offer Amount has been tendered, all Notes tendered, and 
will deliver or cause to be delivered to the Trustee the Notes properly 
accepted together with an Officers' Certificate stating that such Notes or 
portions thereof were accepted for payment by the Company in accordance with 
the terms of this Section 3.09.  The Company, the Depositary or the Paying 
Agent, as the case may be, will promptly (but in any case not later than five 
days after the Purchase Date) mail or deliver to each tendering Holder an 
amount equal to the purchase price of the Notes tendered by such Holder and 
accepted by the Company for purchase, and the Company will promptly issue a new 
Note, and the Trustee, upon written request from the Company, will authenticate 
and mail or deliver (or cause to be transferred by book entry) such new Note to 
such Holder, in a principal amount equal to any unpurchased portion of the Note 
surrendered.  Any Note not so accepted shall be promptly mailed or delivered by 
the Company to the Holder thereof.  The Company will publicly announce the 
results of the Asset Sale Offer on the Purchase Date.

        Other than as specifically provided in this Section 3.09, any purchase 
pursuant to this Section 3.09 shall be made pursuant to the provisions of 
Sections 3.01 through 3.06 hereof.


                                  ARTICLE 4 
                                  COVENANTS

Section 4.01 Payment of Notes.

        The Company will pay or cause to be paid the principal of, premium on, 
if any, and interest, if any, on, the Notes on the dates and in the manner 
provided in the Notes.  Principal, premium, if any, and interest, if any, will 
be considered paid on the date due if the Paying Agent, if other than the 
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due 
date money deposited by the Company in immediately available funds and 
designated for and sufficient to pay all principal, premium, if any, and 
interest, if any, then due.  


<PAGE> 53

Section 4.02 Maintenance of Office or Agency. 

        The Company will maintain in the Borough of Manhattan, the City of New 
York, an office or agency (which may be an office of the Trustee or an 
affiliate of the Trustee, Registrar or co-registrar) where Notes may be 
surrendered for registration of transfer or for exchange and where notices and 
demands to or upon the Company in respect of the Notes and this Indenture may 
be served.  The Company will give prompt written notice to the Trustee of the 
location, and any change in the location, of such office or agency.  If at any 
time the Company fails to maintain any such required office or agency or fails 
to furnish the Trustee with the address thereof, such presentations, 
surrenders, notices and demands may be made or served at the Corporate Trust 
Office of the Trustee.

        The Company may also from time to time designate one or more other 
offices or agencies where the Notes may be presented or surrendered for any or 
all such purposes and may from time to time rescind such designations; 
provided, however, that no such designation or rescission will in any manner 
relieve the Company of its obligation to maintain an office or agency in the 
Borough of Manhattan, the City of New York for such purposes.  The Company will 
give prompt written notice to the Trustee of any such designation or rescission 
and of any change in the location of any such other office or agency.

        The Company hereby designates the Corporate Trust Office of the Trustee 
as one such office or agency of the Company in accordance with Section 2.03 
hereof.  

Section 4.03 Reports. 

        (a) Whether or not required by the rules and regulations of the SEC, so 
long as any Notes are outstanding, the Company will furnish to the Holders of 
Notes or cause the Trustee to furnish to the Holders of Notes, within the time 
periods specified in the SEC's rules and regulations:

        (1) all quarterly and annual reports that would be required to be filed 
with the SEC on Forms 10-Q and 10-K if the Company were required to file such 
reports; and

        (2) all current reports that would be required to be filed with the SEC 
on Form 8-K if the Company were required to file such reports.  

        All such reports will be prepared in all material respects in 
accordance with all of the rules and regulations applicable to such reports; 
provided, however, that the Company will not be required to provide any 
financial information pursuant to Rule 3-10 or Rule 3-16 of Regulation S-X 
promulgated under the Securities Act.  Each annual report on Form 10-K will 
include a report on the Company's consolidated financial statements by the 
Company's certified independent accountants.  Notwithstanding the foregoing, 
the availability of the reports referred to in clauses (1) and (2) above on the 
SEC's Electronic Data-Gathering, Analysis and Retrieval system (or any 
successor system) and the Company's website within the time periods specified 
in the rules and regulations applicable to such reports will be deemed to 
satisfy the Company's delivery obligation.

        (b) If, at any time, the Company is no longer subject to the periodic 
reporting requirements of the Exchange Act for any reason, the Company will 
nevertheless continue filing the reports specified in Section 4.03(a) hereof 
with the SEC within the time periods specified above unless the SEC will not 
accept such a filing.  The Company will not take any action for the purpose of 
causing the SEC not to accept any such filings.  If, notwithstanding the 
foregoing, the SEC will not accept the Company's filings for any reason, the 
Company will post the reports referred to in Section 4.03(a) hereof on its 
website within the time periods that would apply if the Company were required 
to file those reports with the SEC.


<PAGE> 54

        (c) In addition, the Company agrees that, for so long as any Notes 
remain outstanding, if at any time the Company is not required to file with the 
SEC the reports required by Section 4.03(a) hereof, the Company will furnish to 
the Holders of Notes and to securities analysts and prospective investors, upon 
their request, the information required to be delivered pursuant to Rule 
144A(d)(4) under the Securities Act.  

Section 4.04 Compliance Certificate. 

        (a) The Company shall deliver to the Trustee, within 120 days after the 
end of each fiscal year of the Company, an Officers' Certificate stating that 
in the course of the performance by the signers of their duties as officers of 
the Company, the signers would normally have knowledge of any Default or Event 
of Default and that the Officers do not know of Default or Event of Default 
that occurred during such period (or, if a Default or Event of Default has 
occurred, describing all such Defaults or Events of Default of which he or she 
may have knowledge and what action the Company is taking or proposes to take 
with respect thereto) and that to the best of his or her knowledge no event has 
occurred and remains in existence by reason of which payments on account of the 
principal of, premium on, if any, or interest, if any, on, the Notes is 
prohibited or if such event has occurred, a description of the event and what 
action the Company is taking or proposes to take with respect thereto. 

        (b) So long as any of the Notes are outstanding, the Company will 
deliver to the Trustee, as soon as possible after the Company becomes aware of 
any Default or Event of Default, an Officers' Certificate specifying such 
Default or Event of Default and what action the Company is taking or proposes 
to take with respect thereto.  

Section 4.05 Taxes. 

        The Company will pay, and will cause each of its Subsidiaries to pay, 
prior to delinquency, all material taxes, assessments, and governmental levies 
except such as are contested in good faith and by appropriate proceedings or 
where the failure to effect such payment is not adverse in any material respect 
to the Holders of the Notes.  

Section 4.06 Stay, Extension and Usury Laws. 

        The Company and each of the Guarantors covenants (to the extent that it 
may lawfully do so) that it will not at any time insist upon, plead, or in any 
manner whatsoever claim or take the benefit or advantage of, any stay, 
extension or usury law wherever enacted, now or at any time hereafter in force, 
that may affect the covenants or the performance of this Indenture; and the 
Company and each of the Guarantors (to the extent that it may lawfully do so) 
hereby expressly waives all benefit or advantage of any such law, and covenants 
that it will not, by resort to any such law, hinder, delay or impede the 
execution of any power herein granted to the Trustee, but will suffer and 
permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments. 

        (a) The Company will not, and will not permit any of its Restricted 
Subsidiaries to, directly or indirectly:


<PAGE> 55

        (1) declare or pay any dividend or make any other payment or 
distribution on account of the Company's Equity Interests (including, without 
limitation, any payment in connection with any merger or consolidation 
involving the Company) or to the direct or indirect holders of the Company's 
Equity Interests in their capacity as such (other than dividends or 
distributions payable in Equity Interests (other than Disqualified Stock) of the
 Company);

        (2) purchase, redeem or otherwise acquire or retire for value 
(including, without limitation, in connection with any merger or consolidation 
involving the Company) any Equity Interests of the Company or any direct or 
indirect parent of the Company; 

        (3) make any payment on or with respect to, or purchase, redeem, 
defease or otherwise acquire or retire for value any Indebtedness of the 
Company or any Guarantor that is unsecured or contractually subordinated to the 
Notes or to any Note Guarantee (excluding any intercompany Indebtedness between 
or among the Company and any of its Restricted Subsidiaries), except a payment 
of interest or principal at the Stated Maturity thereof; or 

        (4) make any Restricted Investment 

(all such payments and other actions set forth in clauses (1) through (4) above 
being collectively referred to as "Restricted Payments"), 

unless, at the time of and after giving effect to such Restricted Payment:

        (1) no Default or Event of Default has occurred and is continuing or 
would occur as a consequence of such Restricted Payment; 

        (2) the Company would, at the time of such Restricted Payment and after 
giving pro forma effect thereto as if such Restricted Payment had been made at 
the beginning of the applicable four-quarter period, have been permitted to 
incur at least $1.00 of additional Indebtedness pursuant to the Interest 
Coverage Ratio test set forth in Section 4.09(a) hereof; and

        (3) such Restricted Payment, together with the aggregate amount of all 
other Restricted Payments made by the Company and its Restricted Subsidiaries 
since December 11, 2007 (excluding Restricted Payments permitted by clauses (2)-
(14) of Section 4.07(b) hereof), is less than the sum, without duplication, of:

        (A) 50% of the Consolidated Net Income of the Company for the period 
(taken as one accounting period) from October 1, 2007 to the end of the 
Company's most recently ended fiscal quarter for which internal financial 
statements are available at the time of such Restricted Payment (or, if such 
Consolidated Net Income for such period is a deficit, less 100% of such 
deficit); plus 

        (B) 100% of the aggregate net cash proceeds and the Fair Market Value 
of marketable securities or other property received by the Company after 
December 11, 2007 as a contribution to its equity capital or from the issue or 
sale of Qualifying Equity Interests of the Company or from the issue or sale of 
convertible or exchangeable Disqualified Stock of the Company or convertible or 
exchangeable debt securities of the Company, in each case that have been 
converted into or exchanged for Qualifying Equity Interests of the Company 
(other than Qualifying Equity Interests and convertible or exchangeable 
Disqualified Stock or debt securities sold to a Subsidiary of the Company); plus


<PAGE> 56

        (C) 100% of the aggregate net cash proceeds and the Fair Market Value 
of marketable securities or other property received from the sale or other 
disposition (other than to the Company or a Restricted Subsidiary) of 
Restricted Investments made by the Company or its Restricted Subsidiaries and 
repurchases and redemptions of such Restricted Investments from the Company or 
its Restricted Subsidiaries and repayments of loans or advances, and releases 
of guarantees, which constituted Restricted Investments by the Company or its 
Restricted Subsidiaries when made, in each case after December 11, 2007; plus

        (D) to the extent that any Unrestricted Subsidiary of the Company 
designated as such after December 11, 2007 is redesignated as a Restricted 
Subsidiary after the Issue Date, the Fair Market Value of the Company's 
Restricted Investment in such Subsidiary as of the date of such redesignation; 
Plus

        (E) 100% of the aggregate net cash proceeds and the Fair Market Value 
of marketable securities or other property received from the sale (other than 
to the Company or a Restricted Subsidiary) of the stock of an Unrestricted 
Subsidiary (other than to the extent such Investment constituted a Permitted 
Investment) or of any dividends or distributions received by the Company after 
December 11, 2007 from an Unrestricted Subsidiary of the Company, to the extent 
that such dividends were not otherwise included in the Consolidated Net Income 
of the Company for such period.

        (b) The provisions of Section 4.07(a) hereof will not prohibit:

        (1) the payment of any dividend or the consummation of any irrevocable 
redemption within 60 days after the date of declaration of the dividend or 
giving of the redemption notice, as the case may be, if at the date of 
declaration or notice, the dividend or redemption payment would have complied 
with the provisions of this Indenture;  

        (2) the making of any Restricted Payment in exchange for, or out of the 
net cash proceeds of the substantially concurrent sale (other than to a 
Subsidiary of the Company) of, Equity Interests of the Company (other than 
Disqualified Stock) or from the substantially concurrent contribution of equity 
capital to the Company; provided that the amount of any such net cash proceeds 
that are utilized for any such Restricted Payment will not be considered to be 
Qualifying Equity Interests for purposes of Section 4.07(a)(3)(B) hereof; 

        (3) the repurchase, redemption, defeasance or other acquisition or 
retirement for value of Indebtedness of the Company or any Guarantor that is 
contractually subordinated to the Notes or to any Note Guarantee or any 
Indebtedness of the Company or any Guarantor that is unsecured, with the net 
cash proceeds from a substantially concurrent incurrence of Indebtedness that 
is permitted to be incurred pursuant to Section 4.09 hereof and constitutes 
Permitted Refinancing Indebtedness; 

        (4) the repurchase, redemption or other acquisition or retirement for 
value of any Equity Interests of the Company held by any current or former 
officer, director, employee or consultant of the Company or any of its 
Subsidiaries (or any permitted transferees of such Persons) pursuant to any 
equity subscription agreement, stock option agreement, shareholders' agreement, 
or other management or employee benefit plan or similar agreement; provided 
that the aggregate price paid for all such repurchased, redeemed, acquired or 
retired Equity Interests may not exceed $5.0 million in any twelve-month period;
plus the cash proceeds of key man life insurance policies received by the 
Company or its Restricted Subsidiaries after December 11, 2007, less the amount 
of any Restricted Payments previously made with the cash proceeds described in 
this proviso of this clause (4); 


<PAGE> 57

        (5) the repurchase of Equity Interests deemed to occur upon the 
exercise of stock options or warrants to the extent such Equity Interests 
represent a portion of the exercise price of those stock options or warrants;

        (6) the declaration and payment of regularly scheduled or accrued 
dividends to holders of any class or series of Disqualified Stock of the 
Company issued on or after the Issue Date or any class or series of preferred 
stock of any Restricted Subsidiary of the Company issued in accordance with 
Section 4.09 hereof; 

        (7) the payment of Special Dividends pursuant to the Registration 
Rights Agreement;

        (8) cash payments in lieu of the issuance of fractional shares in an 
aggregate amount not to exceed $10.0 million since the Issue Date;

        (9) the repayment of intercompany debt, the incurrence of which was 
permitted pursuant to Section 4.09 hereof;

        (10) payments made in satisfaction of change of control obligations 
with respect to subordinated or unsecured Obligations; provided that the 
Company concurrently fulfills its obligations under Section 4.15 hereof;

        (11) payments made in satisfaction of an asset sale offer with respect 
to subordinated or unsecured Obligations; provided that the Company 
concurrently fulfills its obligations under Section 4.10 hererof;

        (12) distributions or payments of commissions, discounts and other fees 
and charges incurred in connection with any Permitted Securitization Program;

        (13) the repurchase, redemption, defeasance or other acquisition or 
retirement for value of any Existing Notes; and

        (14) other Restricted Payments (except for the declaration and payment 
of any dividend to holders of common stock or the repurchase, redemption or 
other acquisition or retirement for value of any common stock) in an aggregate 
amount not to exceed $100.0 million since the Issue Date,

provided, however, that at the time of, and after giving effect to, any 
Restricted Payment under clause (14) of this Section 4.07(b), no Default shall 
have occurred and be continuing or would occur as a consequence thereof.

        (c) The amount of all Restricted Payments (other than cash) will be the 
Fair Market Value on the date of the Restricted Payment of the asset(s) or 
securities proposed to be transferred or issued by the Company or such 
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.  
The Fair Market Value of any assets or securities in excess of $25.0 million 
(other than cash or Cash Equivalents) that are required to be valued by this 
Section 4.07 will be determined by the Board of Directors of the Company.


<PAGE> 58

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted 
Subsidiaries. 

        (a) The Company will not directly or indirectly, create or permit to 
exist or become effective any consensual encumbrance or restriction on the 
ability of any Restricted Subsidiary to:

        (1) pay dividends or make any other distributions on its Capital Stock 
to the Company or any of its Restricted Subsidiaries, or with respect to any 
other interest or participation in, or measured by, its profits, or pay any 
indebtedness owed to the Company or any of its Restricted Subsidiaries;

        (2) make loans or advances to the Company or any of its Restricted 
Subsidiaries; or

        (3) sell, lease or transfer any of its properties or assets to the 
Company or any of its Restricted Subsidiaries.

        (b) The restrictions in Section 4.08(a) hereof will not apply to 
encumbrances or restrictions existing under or by reason of:

        (1) agreements or instruments as in effect on the Issue Date and any 
amendments, restatements, modifications, renewals, supplements, refundings, 
replacements or refinancings of those agreements or instruments;

        (2) the Note Documents and the Note Guarantees;

        (3) applicable law, rule, regulation or order;

        (4) any agreement or instrument of a Person acquired by the Company or 
any of its Restricted Subsidiaries as in effect at the time of such acquisition 
(except to the extent such agreement or instrument was entered into or created 
in connection with or in contemplation of such acquisition), which encumbrance 
or restriction is not applicable to any Person, or the properties or assets of 
any Person, other than the Person, or the property or assets of the Person, so 
acquired; provided that, in the case of Indebtedness, such Indebtedness was 
permitted by the terms of this Indenture to be incurred;

        (5) customary non-assignment provisions in leases, licenses and other 
contracts entered into in the ordinary course of business;

        (6) purchase money obligations for property acquired in the ordinary 
course of business and Capital Lease Obligations that impose restrictions on 
the property purchased or leased of the nature described in clause (3) of 
Section 4.08(a) hereof;

        (7) any agreement for the sale or other disposition of assets that 
contains customary restrictions pending its sale or other disposition, 
including restrictions on distributions by a Restricted Subsidiary pending its 
sale or other disposition;

        (8) Permitted Refinancing Indebtedness; provided that the restrictions 
contained in the agreements governing such Permitted Refinancing Indebtedness 
are not materially more restrictive, taken as a whole, than those contained in 
the agreements governing the Indebtedness being refinanced;


<PAGE> 59

        (9) Liens permitted to be incurred under this Indenture that limit the 
right of the debtor to dispose of the assets subject to such Liens;

        (10) provisions limiting the disposition or distribution of assets or 
property in joint venture agreements, asset sale agreements, sale-leaseback 
agreements, stock sale agreements and other similar agreements, which 
limitation is applicable only to the assets that are the subject of such 
agreements; 

        (11) restrictions on cash or other deposits or net worth imposed by 
customers under contracts entered into in the ordinary course of business;

        (12) any agreement or instrument governing Indebtedness, Disqualified 
Stock or preferred stock of Foreign Subsidiaries permitted to be incurred 
subsequent to the Issue Date pursuant to Section 4.09 hereof;

        (13) any amendment, restatement, modification, renewal, supplement, 
refunding, replacement or refinancing of an agreement or instrument referred to 
in clauses (1), (4), (6) or (12) of this Section 4.08(b) or this clause (13); 
provided, however, that the encumbrances and restrictions contained in any such 
agreement or instrument are not materially more restrictive, taken as a whole, 
than the encumbrances and restrictions contained in such agreements referred to 
in clauses (1), (4), (6) or (12) of this Section 4.08(b) on the Issue Date or 
the date such Restricted Subsidiary became a Restricted Subsidiary or was 
merged into a Restricted Subsidiary, whichever is applicable;

        (14) any organizational document or any agreement or arrangement 
relating to any Restricted Subsidiary that is not a wholly-owned Restricted 
Subsidiary;

        (15) Indebtedness or other contractual requirements of a Receivables 
Subsidiary in connection with a Permitted Securitization Program; provided that 
such restrictions apply only to such Receivables Subsidiary;

        (16) Priority Lien Debt, Junior Lien Debt or Permitted ABL Debt that 
limits the right of the debtor to dispose of the assets securing such 
Indebtedness that is otherwise permitted to be incurred under Section 4.09 
hereof and Section 4.12 hereof; and

        (17) any agreement or arrangement evidencing Indebtedness or other 
obligations in an aggregate amount not to exceed $25.0 million at any time 
outstanding.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock. 

        (a) The Company will not, and will not permit any of its Restricted 
Subsidiaries to, directly or indirectly, create, incur, issue, assume, 
guarantee or otherwise become directly or indirectly liable, contingently or 
otherwise, with respect to (collectively, "incur") any Indebtedness (including 
Acquired Debt), and the Company will not issue any Disqualified Stock and will 
not permit any of its Restricted Subsidiaries to issue any shares of preferred 
stock; provided, however, that the Company may incur Indebtedness (including 
Acquired Debt) or issue Disqualified Stock, and any Guarantor may incur 
Indebtedness (including Acquired Debt) or issue preferred stock, if the 
Interest Coverage Ratio for the Company's most recently ended four full fiscal 
quarters for which internal financial statements are available immediately 
preceding the date on which such additional Indebtedness is incurred or such 
Disqualified Stock or such preferred stock is issued, as the case may be, would 
have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro 
forma application of the net proceeds therefrom), as if the additional 
Indebtedness had been incurred or the Disqualified Stock or the preferred stock 
had been issued, as the case may be, at the beginning of such four-quarter 
period.


<PAGE> 60

        (b) The provisions of Section 4.09(a) hereof will not prohibit the 
incurrence of any of the following items of Indebtedness (collectively, 
"Permitted Debt"):

        (1) the incurrence by the Company or any of its Restricted Subsidiaries 
of Priority Lien Debt, Junior Lien Debt or unsecured Indebtedness, under 
letters of credit or any one or more indentures or other Credit Facilities, in 
an aggregate principal amount at any one time outstanding under this clause (1) 
not to exceed (as of any date of incurrence of Indebtedness under this clause 
(1) and after giving pro forma effect to the application of any net proceeds 
therefrom within 35 days of the date of such incurrence) the Priority Lien Cap;

        (2) the incurrence by the Company or any of its Restricted Subsidiaries 
of Junior Lien Debt or unsecured Indebtedness, under letters of credit or any 
one or more indentures or other Credit Facilities, in an aggregate principal 
amount at any one time outstanding under this clause (2) not to exceed (as of 
any date of incurrence of Indebtedness under this clause (2) and after giving 
pro forma effect to the application of any net proceeds therefrom within 35 
days of the date of such incurrence) $550.0 million;

        (3) the incurrence by the Company or any of its Restricted Subsidiaries 
of Permitted ABL Debt, or unsecured Indebtedness, under letters of credit or 
any one or more indentures or other Credit Facilities, in an aggregate 
principal amount at any one time outstanding under this clause (3) not to 
exceed (as of any date of incurrence of Indebtedness under this clause (3) and 
after giving pro forma effect to the application of any net proceeds therefrom 
within 35 days of the date of such incurrence) the Permitted ABL Lien Total Cap;
provided that the aggregate principal amount of Permitted ABL Debt of the 
Company and its Domestic Subsidiaries at any one time outstanding under this 
clause (3) shall not exceed the Permitted ABL Lien U.S. Cap;

        (4) the incurrence by the Company or any of its Restricted Subsidiaries 
of the Existing Indebtedness (other than letters of credit in existence on the 
Issue Date, which will be deemed to be incurred under clause (22) below);

        (5) the incurrence by any Guarantor of the Note Guarantees to be issued 
on the Issue Date or pursuant to Section 4.16 hereof;

        (6) the incurrence by the Company or any of its Restricted Subsidiaries 
of Indebtedness represented by Capital Lease Obligations, mortgage financings 
or purchase money obligations, in each case, incurred for the purpose of 
financing all or any part of the purchase price or cost of design, 
construction, installation or improvement of property, plant or equipment used 
in the business of the Company or any of its Restricted Subsidiaries, in an 
aggregate principal amount, including all Permitted Refinancing Indebtedness 
incurred to renew, refund, refinance, replace, defease or discharge any 
Indebtedness incurred pursuant to this clause (6), not to exceed the greater of 
(a) $75.0 million and (b) 2.5% of the consolidated total assets of the Company 
and its Restricted Subsidiaries (measured at the time of such incurrence);

        (7) the incurrence by the Company or any of its Restricted Subsidiaries 
of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of 
which are used to renew, refund, refinance, replace, defease or discharge any 
Indebtedness, Disqualified Stock or preferred stock, including additional 
Indebtedness, Disqualified Stock or preferred stock incurred to pay accrued 
interest, fees and expenses, including premiums, incurred in connection 
therewith (other than intercompany Indebtedness, Disqualified Stock or 
preferred stock) that was permitted by this Indenture to be incurred under 
Section 4.09(a) hereof or clauses (4)-(7), (14), (15) or (23) of this Section 
4.09(b);


<PAGE> 61

        (8) the incurrence by the Company or any of its Restricted Subsidiaries 
of intercompany Indebtedness between or among the Company and any of its 
Restricted Subsidiaries; provided, however, that:

        (A) if the Company or any Guarantor is the obligor on such Indebtedness 
and the payee is not the Company or a Guarantor, such Indebtedness must be 
expressly subordinated to the prior payment in full in cash of all Obligations 
then due with respect to the Notes, in the case of the Company, or such 
Guarantor's Note Guarantee, in the case of a Guarantor; and

        (B)  (i) any subsequent issuance or transfer of Equity Interests that 
results in any such Indebtedness being held by a Person other than the Company 
or a Restricted Subsidiary of the Company and (ii) any sale or other transfer 
of any such Indebtedness to a Person that is not either the Company or a 
Restricted Subsidiary of the Company, will be deemed, in each case, to 
constitute an incurrence of such Indebtedness by the Company or such Restricted 
Subsidiary, as the case may be, that was not permitted by this clause (8);

        (9) the issuance by any of the Company's Restricted Subsidiaries to the 
Company or to any of its Restricted Subsidiaries of shares of preferred stock; 
provided, however, that:

        (A) any subsequent issuance or transfer of Equity Interests that 
results in any such preferred stock being held by a Person other than the 
Company or a Restricted Subsidiary of the Company; and

        (B) any sale or other transfer of any such preferred stock to a Person 
that is not either the Company or a Restricted Subsidiary of the Company,

will be deemed, in each case, to constitute an issuance of such preferred stock 
by such Restricted Subsidiary that was not permitted by this clause (9);

        (10) the incurrence by the Company or any of its Restricted 
Subsidiaries of Hedging Obligations in the ordinary course of business;

        (11) the guarantee by the Company or any of the Guarantors of 
Indebtedness of the Company or a Restricted Subsidiary of the Company that was 
permitted to be incurred by another provision of this Section 4.09; provided 
that if the Indebtedness being guaranteed is subordinated to or pari passu with 
the Notes or any Note Guarantee, then the guarantee must be subordinated or 
pari passu, as applicable, to the Notes and/or such Note Guarantee, as 
applicable, to the same extent as the Indebtedness guaranteed;

        (12) the incurrence by the Company or any of its Restricted 
Subsidiaries of Indebtedness in respect of workers' compensation claims, self-
insurance obligations, bankers' acceptances, performance, bid, appeal, surety 
and customs bonds, completion guarantees and similar obligations in the 
ordinary course of business;


<PAGE> 62

        (13) the incurrence by the Company or any of its Restricted 
Subsidiaries of Indebtedness arising from the honoring by a bank or other 
financial institution of a check, draft or similar instrument inadvertently 
drawn against insufficient funds, so long as such Indebtedness is covered 
within five Business Days; 

        (14) the incurrence by Foreign Subsidiaries of Indebtedness in an 
aggregate principal amount at any time outstanding pursuant to this clause 
(14), including all Permitted Refinancing Indebtedness incurred to renew, 
refund, refinance, replace, defease or discharge any Indebtedness incurred 
pursuant to this clause (14), not to exceed $75.0 million;

        (15) Indebtedness or preferred stock of a Restricted Subsidiary 
incurred and outstanding on or prior to the date on which such Restricted 
Subsidiary was acquired by the Company (other than Indebtedness incurred in 
contemplation of, or in connection with, the transaction or series of related 
transactions pursuant to which such Restricted Subsidiary became a Restricted 
Subsidiary of or was otherwise acquired by the Company); provided that the 
aggregate principal amount at any time outstanding pursuant to this clause 
(15), including all Permitted Refinancing Indebtedness incurred to renew, 
refund, refinance, replace, defease or discharge any Indebtedness incurred 
pursuant to this clause (15), does not exceed $50.0 million;

        (16) the incurrence by a Receivables Subsidiary of Indebtedness in a 
Permitted Securitization Program that is without recourse to the Company or to 
any of its other Restricted Subsidiaries or their assets (other than such 
Receivables Subsidiary and its assets and, as to the Company or any of its 
Subsidiaries, other than pursuant to representations, warranties, covenants and 
indemnities customary for such transactions) and is not guaranteed by any such 
Person, in an aggregate amount at any one time outstanding under this clause 
(16) not to exceed $200.0 million as of the date of such incurrence;

        (17) Indebtedness arising from agreements of the Company or a 
Restricted Subsidiary of the Company providing for indemnification, adjustment 
of purchase price or similar obligations, in each case, incurred or assumed in 
connection with the disposition of any business or assets of the Company or any 
business, assets or Capital Stock of a Subsidiary, provided that the maximum 
aggregate liability in respect of all such Indebtedness shall at no time exceed 
the gross proceeds actually received by the Company and its Restricted 
Subsidiaries in connection with such disposition;

        (18) Indebtedness consisting of Indebtedness issued by the Company or a 
Restricted Subsidiary to any current or former officer, director, employee or 
consultant of the Company or any of its Subsidiaries (or any permitted 
transferees of such persons), in each case to finance the purchase or 
redemption of Equity Interests of the Company to the extent described in 
Section 4.07(b)(4) hereof; 

        (19) Indebtedness owed on a short-term basis of no longer than 30 days 
to banks and other financial institutions incurred in the ordinary course of 
business of the Company and its Restricted Subsidiaries with such banks or 
financial institutions that arises in connection with ordinary banking 
arrangements to manage cash balances of the Company and its Restricted 
Subsidiaries;

        (20) Indebtedness incurred by a Restricted Subsidiary of the Company in 
connection with bankers' acceptances, discounted bills of exchange or the 
discounting or factoring of receivables for credit management purposes, in each 
case incurred or undertaken in the ordinary course of business on arm's length 
commercial terms on a recourse basis; 


<PAGE> 63

        (21) Indebtedness incurred by the Company or any of its Restricted 
Subsidiaries constituting reimbursement obligations with respect to letters of 
credit issued in the ordinary course of business; provided, that upon the 
drawing of such letters of credit or the incurrence of such Indebtedness, such 
obligations are reimbursed within 30 days following such drawing or incurrence;

        (22) the incurrence by the Company or any of its Restricted 
Subsidiaries of letters of credit in existence on the Issue Date and additional 
letters of credit in an aggregate principal amount at any one time outstanding 
under this clause (22) not to exceed $250.0 million (with such letters of 
credit being deemed to have a principal amount equal to the maximum potential 
liability of the Company and its Restricted Subsidiaries thereunder); and

        (23) the incurrence or issuance by the Company or any of its Restricted 
Subsidiaries of additional Indebtedness (including letters of credit and 
reimbursement obligations with respect thereto), Disqualified Stock or 
preferred stock in an aggregate principal amount (or accreted value or amount, 
as applicable) at any time outstanding, including all Permitted Refinancing 
Indebtedness incurred to renew, refund, refinance, replace, defease or 
discharge any Indebtedness incurred pursuant to this clause (23), not to exceed 
the greater of (a) $250.0 million or (b) 5.0% of the consolidated total assets 
of the Company and its Restricted Subsidiaries (measured at the time of such 
incurrence).

        (c) The Company will not incur, and will not permit any Guarantor to 
incur, any Indebtedness (including Permitted Debt) that is contractually 
subordinated in right of payment to any other Indebtedness of the Company or 
such Guarantor unless such Indebtedness is also contractually subordinated in 
right of payment to the Notes and the applicable Note Guarantee on 
substantially identical terms; provided, however, that no Indebtedness will be 
deemed to be contractually subordinated in right of payment to any other 
Indebtedness of the Company solely by virtue of being unsecured or by virtue of 
being secured on a junior priority basis.

        Notwithstanding any of the foregoing to the contrary, the Company will 
not issue, and will not permit any Guarantor to issue, any Series of Priority 
Lien Debt with a maturity date on or prior to October 15, 2014, or any Series 
of Junior Lien Debt with a maturity date on or prior to September 15, 2015, to 
any Person who is, at the time of issuance of such Priority Lien Debt or Junior 
Lien Debt, as applicable either (i) an Affiliate of a beneficial owner of 
Existing Notes in exchange for any of such beneficial owner's Existing Notes or 
(ii) a beneficial owner of Existing Notes either for cash or in exchange for 
any such Existing Notes.  If the Company or any Guarantor issues (x) Priority 
Lien Debt with a maturity date on or prior to October 15, 2014 or (y) Junior 
Lien Debt with a maturity date on or prior to September 15, 2015, to any 
Person, the Company or such Guarantor shall, prior to issuing such Priority 
Lien Debt or Junior Lien Debt, as applicable, obtain a confirmation from such 
Person that such Person does not beneficially own any Existing Notes.

        (d) For purposes of determining compliance with this Section 4.09, 

        (1) in the event that an item of Indebtedness meets the criteria of 
more than one of the categories of Permitted Debt described in clauses (1) 
through (23) of Section 4.09(b) above, or is entitled to be incurred pursuant 
to Section 4.09(a) hereof, the Company will be permitted to classify such item 
of Indebtedness on the date of its incurrence, or later reclassify all or a 
portion of such item of Indebtedness, in any manner that complies with this 
Section 4.09; provided that the First Lien Notes issued on the Issue Date will 
be deemed to be outstanding under Section 4.09(b)(1) hereof and the Initial 
Notes will be deemed to be outstanding under Section 4.09(b)(2) hereof;


<PAGE> 64

        (2) at the time of incurrence, the Company will be entitled to divide 
and classify an item of Indebtedness in more than one of the types of 
Indebtedness described in Sections 4.09(a) and 4.09(b) hereof (except with 
respect to the Initial Notes and the First Lien Notes issued on the Issue Date, 
as provided in Section 4.09(d)(1) above);

        (3) letters of credit will be deemed to have a principal amount equal 
to the maximum potential liability of the Company and its Restricted 
Subsidiaries thereunder;

        (4) Guarantees of, or obligations in respect of letters of credit 
relating to, Indebtedness which is otherwise included in the determination of a 
particular amount of Indebtedness shall not be included; and

        (5) with respect to any U.S. dollar-denominated restriction on the 
incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of 
Indebtedness denominated in a foreign currency shall be calculated based on the 
relevant currency exchange rate in effect on the date such Indebtedness was 
incurred, in the case of term Indebtedness, or first committed, in the case of 
revolving credit Indebtedness; provided that if such Indebtedness is incurred 
to refinance other Indebtedness denominated in a foreign currency, and such 
refinancing would cause the applicable U.S. dollar-denominated restriction to 
be exceeded if calculated at the relevant currency exchange rate in effect on 
the date of such refinancing, such U.S. dollar-denominated restriction shall 
be deemed not to have been exceeded so long as the principal amount of such 
refinancing Indebtedness does not exceed the principal amount of such 
Indebtedness being refinanced.

        (e) The accrual of interest, the accretion or amortization of original 
issue discount, the payment of interest on any Indebtedness in the form of 
additional Indebtedness with the same terms, the reclassification of preferred 
stock as Indebtedness due to a change in accounting principles, and the payment 
of dividends on Disqualified Stock in the form of additional shares of the same 
class of Disqualified Stock will not be deemed to be an incurrence of 
Indebtedness or an issuance of Disqualified Stock for purposes of this Section 
4.09; provided, in each such case, that the amount of any such accrual, 
accretion or payment is included in Consolidated Interest Expense of the 
Company as accrued.  Notwithstanding any other provision of this Section 4.09, 
the maximum amount of Indebtedness that the Company or any Restricted 
Subsidiary of the Company may incur pursuant to this Section 4.09 shall not be 
deemed to be exceeded solely as a result of fluctuations in exchange rates or 
currency values.

        (f) The amount of any Indebtedness outstanding as of any date will be:

        (1) the accreted value of the Indebtedness, in the case of any 
Indebtedness issued with original issue discount;

        (2) the principal amount of the Indebtedness, in the case of any other 
Indebtedness; and

        (3) in respect of Indebtedness of another Person secured by a Lien on 
the assets of the specified Person, the lesser of:

        (A) the Fair Market Value of such assets at the date of determination; 
And

        (B) the amount of the Indebtedness of the other Person.


<PAGE> 65

Section 4.10 Asset Sales.

        (a)	The Company will not, and will not permit any of its Restricted 
Subsidiaries to, consummate an Asset Sale unless:

        (1) the Company (or the Restricted Subsidiary, as the case may be) 
receives consideration at the time of the Asset Sale at least equal to the Fair 
Market Value of the assets or Equity Interests issued or sold or otherwise 
disposed of;

        (2) at least 75% of the consideration received in the Asset Sale by the 
Company or such Restricted Subsidiary is in the form of cash or Cash 
Equivalents.  For purposes of this provision, each of the following will be 
deemed to be cash:

        (A) any liabilities, as shown on the most recent consolidated balance 
sheet, of the Company or any Restricted Subsidiary (other than contingent 
liabilities and liabilities that are by their terms subordinated to the Notes 
or any Note Guarantee) that are assumed by the transferee of any such assets; 

        (B) any securities, notes or other obligations received by the Company 
or any such Restricted Subsidiary from such transferee that are, within 180 
days following the closing of the related Asset Sale, converted by the Company 
or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of 
the cash or Cash Equivalents received in that conversion; 

        (C) any stock or assets of the kind referred to in clauses (6), (7) or 
(8) of  Section 4.10(b) hereof; and

        (D) except in the case of an Asset Sale that constitutes a Sale of 
Collateral or a Sale of a Guarantor, any Designated Non-cash Consideration 
received by the Company or such Restricted Subsidiary having an aggregate Fair 
Market Value, taken together with all other Designated Non-cash Consideration 
received pursuant to this clause (D) that is at that time outstanding (with the 
Fair Market Value of each item of Designated Non-cash Consideration being 
measured at the time received and without giving effect to subsequent changes 
in value), not to exceed 5% of the consolidated total assets of the Company and 
its Restricted Subsidiaries (measured at the time of the receipt of such 
Designated Non-cash Consideration); and

        (3) in the case of an Asset Sale that constitutes a Sale of Collateral 
or a Sale of a Guarantor, the Company (or the applicable Guarantor, as the case 
may be) deposits the Net Proceeds therefrom as collateral in a segregated 
account or accounts (a "Collateral Proceeds Account") held by the Collateral 
Trustee or its agent to secure all Secured Obligations pursuant to arrangements 
reasonably satisfactory to the Collateral Trustee; provided that the 
obligations under this clause (3) shall be suspended for so long as (a) no 
Default or Event of Default has occurred and is continuing and (b) the Company 
has a long-term issuer credit rating of B+ or better from S&P and a long-term 
obligations rating of B1 or better from Moody's (or, if either such entity 
ceases to rate the Company for reasons outside of the control of the Company, 
the equivalent investment grade credit rating from any other "nationally 
recognized statistical rating organization" within the meaning of Rule 15c3-
1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement 
agency).


<PAGE> 66

        (b) Within 360 days after the receipt of any Net Proceeds from an Asset 
Sale other than a Sale of Collateral or a Sale of a Guarantor, the Company (or 
the applicable Restricted Su
bsidiary, as the case may be) may apply an amount 
equal to such Net Proceeds:
        (1) to repay Priority Lien Debt and, if such Priority Lien Debt is 
revolving credit Indebtedness, to correspondingly reduce commitments with 
respect thereto;

        (2) to repay any Indebtedness secured by a Permitted Prior Lien;

        (3) to repay Indebtedness and other Obligations of a Restricted 
Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company 
or another Restricted Subsidiary;

        (4) to repurchase, redeem or defease Existing Indebtedness which has a 
final maturity date (as in effect on the Issue Date) on or prior to September 
15, 2015;

        (5) to repay other Indebtedness of the Company (excluding Junior Lien 
Debt, any Indebtedness owed to a Restricted Subsidiary of the Company or any 
Indebtedness that is contractually subordinated to the Notes); provided that 
the Company shall equally and ratably repay the First Lien Notes as provided in 
Section 3.07 of the indenture governing the First Lien Notes, or by making an 
offer (in accordance with the procedures set forth below for an Asset Sale 
Offer) to all Holders of First Lien Notes to purchase the First Lien Notes at 
100% of the principal amount thereof, plus the amount of accrued but unpaid 
interest, if any, on the amount of First Lien Notes to the date of purchase;

        (6) to acquire all or substantially all of the assets of, or any 
Capital Stock of, another Permitted Business, if, after giving effect to any 
such acquisition of Capital Stock, the Permitted Business is or becomes a 
Restricted Subsidiary of the Company;

        (7) to make a capital expenditure; or

        (8) to acquire other assets that are used or useful in a Permitted 
Business,

or enter into a binding commitment regarding clauses (6), (7) or (8) above; 
provided that if such acquisition or expenditure in respect of such binding 
commitment is not consummated on or before the 180th day following the 
aforementioned 360-day period, and the Company or such Restricted Subsidiary 
shall not have otherwise applied an amount equal to such Net Proceeds pursuant 
to clauses (1)-(8) of this Section 4.08(b) on or before such 180th day, such 
binding commitment shall be deemed not to have been a permitted application of 
Net Proceeds.

        (c) Within 360 days after the receipt of any Net Proceeds from an Asset 
Sale that constitutes a Sale of Collateral or a Sale of a Guarantor, the 
Company (or the applicable Guarantor, as the case may be) may apply an amount 
equal to such Net Proceeds:

        (1) in the case of the sale of Collateral that constitutes ABL 
Collateral, to repay Permitted ABL Debt and related Permitted ABL Debt 
Obligations, if any;

        (2) to purchase other long-term assets that would constitute Collateral;

        (3) to purchase Capital Stock of another Permitted Business if, after 
giving effect to such purchase, the Permitted Business becomes a Guarantor or 
is merged into or consolidated with the Company or any Guarantor;


<PAGE> 67

        (4) to make a capital expenditure with respect to assets that 
constitute Collateral;

        (5) to acquire other assets that are used or useful in a Permitted 
Business and that would constitute Collateral;

        (6) to repay Priority Lien Debt and, if such Priority Lien Debt is 
revolving credit Indebtedness, to correspondingly reduce commitments with 
respect thereto; provided that unless such Priority Lien Debt has a maturity 
date earlier than October 15, 2014 and was incurred to refinance, repurchase, 
redeem or defease any Existing Notes, the Company shall equally and ratably 
repay the First Lien Notes as provided in Section 3.07 of the indenture 
governing the First Lien Notes, or by making an offer (in accordance with the 
procedures set forth in Section 3.09 of the indenture governing the First Lien 
Notes) to all Holders of First Lien Notes to purchase the First Lien Notes at 
100% of the principal amount thereof, plus the amount of accrued but unpaid 
interest, if any, on the amount of Notes to the date of purchase; or 

        (7) to repurchase, redeem or defease Existing Notes or to repay any 
replacement financing thereof with a maturity date prior to September 15, 2015, 
if after giving effect to such use of Net Proceeds, the Incremental Priority 
Lien Capacity is greater than zero,

or enter into a binding commitment regarding clauses (2)-(5) above; provided 
that if such acquisition or expenditure in respect of such binding commitment 
is not consummated on or before the 180th day following the aforementioned 360-
day period, and the Company or such Restricted Subsidiary shall not have 
otherwise applied an amount equal to such Net Proceeds pursuant to clauses (1)-
(5) of this paragraph on or before such 180th day, such binding commitment 
shall be deemed not to have been a permitted application of Net Proceeds.  
Notwithstanding any of the foregoing to the contrary, no amounts shall be 
released from the Collateral Proceeds Account pursuant to this Section 4.10(c) 
until the Issuer has delivered to the Trustee an Officers' Certificate and an 
Opinion of Counsel stating that the release of such amounts and the application 
thereof complies with the Indenture.

        (d) The Company will not, and will not permit any Restricted Subsidiary 
to, engage in any Asset Swap, unless: (1) in the event such Asset Swap involves 
the transfer by the Company or any of its Restricted Subsidiaries of assets 
having an aggregate Fair Market Value in excess of $50.0 million, the terms of 
such Asset Swap have been approved by a majority of the members of the Board of 
Directors of the Company; and (2) in the case of an Asset Swap involving a sale 
or exchange of Collateral, the assets that are purchased with or obtained in 
exchange for the Collateral also constitute Collateral.

        (e) Pending the final application of an amount equal to any Net 
Proceeds (other than Net Proceeds from any Sale of Collateral or Sale of a 
Guarantor held in the Collateral Proceeds Account), the Company may temporarily 
reduce revolving credit borrowings, if any, or otherwise invest the Net 
Proceeds in any manner that is not prohibited by this Indenture. 

        (f) Any Net Proceeds from Asset Sales that are not applied or invested 
as provided in Section 4.10(b) and (c) hereof will constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds (including any Excess Proceeds 
held in the Collateral Proceeds Account) exceeds $75.0 million, within five 
days thereof, the Company will make an Asset Sale Offer to all Holders of Notes 
and all holders of other Secured Debt containing provisions similar to those 
set forth in this Indenture and the indenture governing the First Lien Notes 
with respect to offers to purchase or redeem with the proceeds of sales of 
assets to purchase:

        first, the maximum principal amount of First Lien Notes and other 
Priority Lien Debt containing such provisions that may be purchased out of the 
Excess Proceeds; and

<PAGE> 68

        second, to the extent of any remaining Excess Proceeds, the maximum 
principal amount of Notes and other Junior Lien Debt containing such provisions 
that may be purchased out of the remaining Excess Proceeds.  

      The offer price in any Asset Sale Offer will be equal to 100% of the 
principal amount, plus accrued and unpaid interest to the date of purchase, and 
will be payable in cash.  If any Excess Proceeds remain after consummation of 
an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose 
not otherwise prohibited by this Indenture and the indenture governing the 
First Lien Notes.  If the aggregate principal amount of Notes and other Junior 
Lien Debt tendered in such Asset Sale Offer exceeds the amount of Excess 
Proceeds available for payments to holders of Junior Lien Debt, the Trustee 
will select the Notes to be purchased on a pro rata basis, based on the amounts 
tendered or required to be prepaid or redeemed.  Upon completion of each Asset 
Sale Offer, the amount of Excess Proceeds will be reset at zero.

        (g) The Company will comply with the requirements of Rule 14e-1 under 
the Exchange Act and any other securities laws and regulations thereunder to 
the extent those laws and regulations are applicable in connection with each 
repurchase of Notes pursuant to an Asset Sale Offer.  To the extent that the 
provisions of any securities laws or regulations conflict with the provisions 
of this Section 4.10, the Company will comply with the applicable securities 
laws and regulations and will not be deemed to have breached its obligations 
under this Section 4.10 by virtue of such compliance.

Section 4.11 Transactions with Affiliates. 

        (a) The Company will not, and will not permit any of its Restricted 
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise 
dispose of any of its properties or assets to, or purchase any property or 
assets from, or enter into or make or amend any transaction, contract, 
agreement, understanding, loan, advance or guarantee with, or for the benefit 
of, any Affiliate of the Company involving aggregate payments of consideration 
in excess of $25.0 million (each, an "Affiliate Transaction"), unless: 

        (1) the Affiliate Transaction is on terms that are not materially less 
favorable to the Company or the relevant Restricted Subsidiary than those that 
would have been obtained in a comparable transaction by the Company or such 
Restricted Subsidiary with an unrelated Person; and

        (2) in the event of any Affiliate Transaction or series of related 
Affiliate Transactions involving the transfer by the Company or any of its 
Restricted Subsidiaries of assets having an aggregate Fair Market Value in 
excess of (a) $50.0 million, the terms of such Affiliate Transaction have been 
approved by a majority of the members of the Board of Directors of the Company 
and by a majority of the disinterested members of the Board of Directors of the 
Company and (b) $75.0 million, an opinion as to the fairness to the Company or 
the relevant Restricted Subsidiary of such Affiliate Transaction from a 
financial point of view issued by an accounting, appraisal or investment 
banking firm of national standing.

        (b) The following items will not be deemed to be Affiliate Transactions 
and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

        (1)  any agreement, arrangement or transaction with a current or former 
officer, director, employee or consultant of the Company or any of its 
Restricted Subsidiaries relating to compensation, perquisites or indemnities, 
including without limitation any employment agreement, employee benefit plan, 
officer or director indemnification agreement, consultant agreement or any 
similar arrangement, entered into by the Company or any of its Restricted 
Subsidiaries in the ordinary course of business and payments pursuant thereto; 


<PAGE> 69

        (2) transactions between or among the Company and/or its Restricted 
Subsidiaries;

        (3) transactions with a Person (other than an Unrestricted Subsidiary 
of the Company) that is an Affiliate of the Company solely because the Company 
owns, directly or through a Restricted Subsidiary, an Equity Interest in, or 
controls, such Person;

        (4) any issuance of Equity Interests (other than Disqualified Stock) of 
the Company to Affiliates of the Company; 

        (5) Restricted Payments that do not violate Section 4.07 hereof;

        (6) sales or other transfers or dispositions of accounts receivable and 
other related assets customarily transferred in an asset securitization 
transaction involving accounts receivable to a Receivables Subsidiary in 
connection with a Permitted Securitization Program and transactions between a 
Receivables Subsidiary and any Person in which the Receivables Subsidiary has 
an Investment;

        (7) loans or advances to, or Guarantees of Indebtedness of, employees, 
officers or directors made in the ordinary course of business of the Company or 
any Restricted Subsidiary of the Company in an aggregate amount not in excess 
of $15.0 million with respect to all loans, advances or Guarantees made since 
the Issue Date; 

        (8) transaction or series of related transactions in which the Company 
or any Restricted Subsidiary delivered to the Trustee a letter issued by an 
accounting, appraisal or investment banking firm of national standing as to the 
fairness to the Company or such Restricted Subsidiary of such transaction or 
series of related transactions from a financial point of view or that such 
transaction or series of related transactions are not materially less favorable 
to the Company or the relevant Restricted Subsidiary, taken as a whole, than 
those that would have been obtained in a comparable transaction by the Company 
or such Restricted Subsidiary with an unrelated Person; 

        (9) transactions with customers, clients, suppliers or purchasers or 
sellers of goods or services, in each case in the ordinary course of the 
business of the Company and its Restricted Subsidiaries and otherwise in 
compliance with the terms of this Indenture; provided that in the reasonable 
determination of the  Company, such transactions are on terms that are no less 
favorable to the Company or the relevant Restricted Subsidiary than those that 
would have been obtained in a comparable transaction by the Company or such 
Restricted Subsidiary with an unrelated Person;

        (10) payments by the Company and its Restricted Subsidiaries pursuant 
to tax sharing agreements among the Company and its Restricted Subsidiaries on 
customary terms to the extent attributable to the ownership or operation of the 
Company and its Restricted Subsidiaries; and

        (11) any agreement as in effect as of the Issue Date, or any amendment 
thereto (so long as any such amendment is not disadvantageous to the Holders of 
Notes when taken as a whole as compared to the applicable agreement as in 
effect on the Issue Date).


<PAGE> 70

Section 4.12 Liens. 

        The Company will not, and will not permit any of its Restricted 
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or 
become effective any Lien of any kind (other than Permitted Liens) upon any of 
their property or assets, now owned or hereafter acquired.

Section 4.13 [Intentionally Omitted].

Section 4.14 Corporate Existence. 

        Subject to Article 5 and Section 11.04 hereof, the Company shall do or 
cause to be done all things necessary to preserve and keep in full force and 
effect:

        (1) its corporate existence, and the corporate, partnership or other 
existence of each of its Guarantors, in accordance with the respective 
organizational documents (as the same may be amended from time to time) of the 
Company or any such Guarantor; and 

        (2) the rights (charter and statutory), licenses and franchises of the 
Company and its Guarantors;

; provided, however, that the Company shall not be required to preserve any 
such right, license or franchise of any of the Guarantors, or the corporate, 
partnership or other existence of any of the Guarantors, if in the judgment of 
the Company the preservation thereof is no longer desirable in the conduct of 
the business of the Company and its Subsidiaries, taken as a whole, and that 
the loss thereof is not adverse in any material respect to the Holders of the 
Notes.

Section 4.15 Offer to Repurchase Upon Change of Control. 

        (a) If a Change of Control occurs, each Holder of Notes will have the 
right to require the Company to repurchase all or any part (equal to $2,000 or 
an integral multiple of $1,000 in excess thereof) of that Holder's Notes 
pursuant to a Change of Control Offer (a "Change of Control Offer") at a 
purchase price in cash equal to 101% of the aggregate principal amount of Notes 
repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased 
to the date of purchase, subject to the rights of Holders of Notes on the 
relevant record date to receive interest due on the relevant interest payment 
date (the "Change of Control Payment"). Within 30 days following any Change of 
Control, the Company will mail a notice to each Holder:

        (1) describing the transaction or transactions that constitute the 
Change of Control and offering to repurchase such Holder's Notes at a purchase 
price equal to the Change of Control Payment; and 

        (2) stating the repurchase date, which date will be no earlier than 30 
days and no later than 60 days from the date such notice is mailed (the "Change 
of Control Payment Date"); 

        The Company will comply with the requirements of Rule 14e-1 under the 
Exchange Act and any other securities laws and regulations thereunder to the 
extent those laws and regulations are applicable in connection with the 
repurchase of the Notes as a result of a Change of Control.  To the extent that 
the provisions of any securities laws or regulations conflict with the Change 
of Control provisions of this Indenture, the Company will comply with the 
applicable securities laws and regulations and will not be deemed to have 
breached its obligations under the Change of Control provisions of this 
Indenture by virtue of such compliance.


<PAGE> 71

        (b) On the Change of Control Payment Date, the Company will, to the 
extent lawful:

        (1) accept for payment all Notes or portions of Notes properly tendered 
pursuant to the Change of Control Offer;

        (2) deposit with the Paying Agent an amount equal to the Change of 
Control Payment in respect of all Notes or portions of Notes properly tendered; 
And

        (3) deliver or cause to be delivered to the Trustee the Notes properly 
accepted together with an Officers' Certificate stating the aggregate principal 
amount of Notes or portions of Notes being purchased by the Company.

        The Paying Agent will promptly mail to each Holder of Notes properly 
tendered the Change of Control Payment for such Notes, and the Trustee will 
promptly authenticate and mail (or cause to be transferred by book entry) to 
each Holder a new Note equal in principal amount to any unpurchased portion of 
the Notes surrendered, if any.  

        (c) Notwithstanding anything to the contrary contained herein, the 
Company will not be required to make a Change of Control Offer upon a Change of 
Control if (1) a third party makes the Change of Control Offer in the manner, 
at the times and otherwise in compliance with the requirements set forth in 
this Indenture applicable to a Change of Control Offer made by the Company and 
purchases all Notes properly tendered and not withdrawn under the Change of 
Control Offer, or (2) notice of redemption has been given pursuant to Section 
3.03 hereof, unless and until there is a default in payment of the applicable 
redemption price.  

        (d) Notwithstanding anything to the contrary contained herein, a Change 
of Control Offer may be made in advance of a Change of Control, conditional 
upon the consummation of such Change of Control, if a definitive agreement is 
in place for the Change of Control at the time the Change of Control Offer is 
made.  

Section 4.16 Additional Note Guarantees. 

        If the Company or any of its Restricted Subsidiaries acquires or 
creates another Material Domestic Subsidiary after the Issue Date, or if any 
Subsidiary that is not a Material Domestic Subsidiary becomes a Material 
Domestic Subsidiary after the Issue Date, then that acquired, created or other 
new Material Domestic Subsidiary shall become a Guarantor and the Company will 
cause such acquired, created or other new Material Domestic Subsidiary to 
provide a Note Guarantee pursuant to a supplemental indenture and, if 
applicable, execute Security Documents, in each case in form and substance 
reasonably satisfactory to the Trustee and deliver an Opinion of Counsel 
reasonably satisfactory to the Trustee within 20 Business Days of the date on 
which it was acquired, created or became a Material Domestic Subsidiary to the 
effect that such supplemental indenture and, if applicable, such Security 
Documents, have been duly authorized, executed and delivered by that Material 
Domestic Subsidiary and each constitutes a valid and binding agreement of that 
Material Domestic Subsidiary, each enforceable in accordance with its terms 
(subject to customary exceptions).  The form of such supplemental indenture is 
attached as Exhibit F hereto.

Section 4.17 Designation of Restricted and Unrestricted Subsidiaries.

        The Board of Directors of the Company may designate any Restricted 
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause 
a Default.  If a Restricted Subsidiary is designated as an Unrestricted 
Subsidiary, the aggregate Fair Market Value of all outstanding Investments 
owned by the Company and its Restricted Subsidiaries in the Subsidiary 
designated as Unrestricted will be deemed to be an Investment made as of the 
time of the designation and will reduce the amount available for Restricted 
Payments under Section 4.07 hereof or under one or more clauses of the 
definition of Permitted Investments, as determined by the Company.  That 
designation will only be permitted if the Investment would be permitted at that 
time and if the Restricted Subsidiary otherwise meets the definition of an 
Unrestricted Subsidiary.  The Board of Directors of the Company may redesignate 
any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation 
would not cause a Default.


<PAGE> 72

        Any designation of a Subsidiary of the Company as an Unrestricted 
Subsidiary will be evidenced to the Trustee by filing with the Trustee a 
certified copy of a resolution of the Board of Directors giving effect to such 
designation and an Officers' Certificate certifying that such designation 
complied with the preceding conditions and was permitted by Section 4.07 hereof 
or under one or more clauses of the definition of Permitted Investments.  If, 
at any time, any Unrestricted Subsidiary would fail to meet the preceding 
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an 
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of 
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the 
Company as of such date and, if such Indebtedness is not permitted to be 
incurred as of such date under Section 4.09 hereof, the Company will be in 
default of such covenant.  The Board of Directors of the Company may at any 
time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the 
Company; provided that such designation will be deemed to be an incurrence of 
Indebtedness by a Restricted Subsidiary of the Company of any outstanding 
Indebtedness of such Unrestricted Subsidiary, and such designation will only be 
permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, 
calculated on a pro forma basis as if such designation had occurred at the 
beginning of the four-quarter reference period or the Company would have an 
Interest Coverage Ratio greater than the Interest Coverage Ratio for the 
Company immediately prior to such designation; and (2) no Default or Event of 
Default would be in existence following such designation.

Section 4.18 Changes in Covenants When Notes Rated Investment Grade.

        If on any date following the Issue Date:

        (1) the Notes are rated BBB- or better by S&P and Baa3 or better by 
Moody's (or, if either such entity ceases to rate the Notes for reasons outside 
of the control of the Company, the equivalent investment grade credit rating 
from any other "nationally recognized statistical rating organization" within 
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the 
Company as a replacement agency); and

        (2) no Default or Event of Default shall have occurred and be 
continuing,

then, beginning on such date and continuing at all times thereafter regardless 
of any subsequent changes in the rating of the Notes, the covenants contained 
in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.17 and 5.01(a)(4) of this Indenture 
will no longer be applicable to the Notes; provided, however, that those 
provisions of Section 4.10 relating to the Sale of Collateral or the Sale of a 
Guarantor and the application of the proceeds therefrom will remain in full 
force and effect and will not be suspended.

Section 4.19 Rights of Notes Relative to Other Series of Secured Debt

      For so long as any Notes remain outstanding, in the event the Company or 
any of its Affiliates pays a consent fee to holders of any other Series of 
Junior Lien Debt in connection with the amendment, modification, supplement or 
waiver of any covenants included in such other Series of Junior Lien Debt, the 
Company shall pay Holders of Notes (for each $1,000 principal amount of Notes) 
an amount equal to the consent fees that are paid for each $1,000 principal 
amount of such other Series of Junior Lien Debt.  Such amounts, without 
interest, would be paid to Holders of record of Notes on the first interest 
payment date following the payment of such consent fees.


<PAGE> 73

                                  ARTICLE 5 
                                  SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets.

        (a) The Company shall not, directly or indirectly: (1) consolidate or 
merge with or into another Person (whether or not the Company is the surviving 
corporation); or (2) sell, assign, transfer, convey, or otherwise dispose of 
all or substantially all of the properties or assets of the Company and its 
Restricted Subsidiaries taken as a whole, in one or more related transactions, 
to another Person, unless:

        (1) either:

        (A) the Company is the surviving corporation; or 

        (B) the Person formed by or surviving any such consolidation or merger 
(if other than the Company) or to which such sale, assignment, transfer, 
conveyance or other disposition has been made is a Person organized or existing 
under the laws of the United States, any state of the United States or the 
District of Columbia;

        (2) the Person formed by or surviving any such consolidation or merger 
(if other than the Company) or the Person to which such sale, assignment, 
transfer, conveyance or other disposition has been made assumes all the 
obligations of the Company under the Note Documents pursuant to agreements 
reasonably satisfactory to the Trustee;

        (3) immediately after such transaction, no Default or Event of Default 
exists; 

        (4) the Company or the Person formed by or surviving any such 
consolidation or merger (if other than the Company), or to which such sale, 
assignment, transfer, conveyance or other disposition has been made would, on 
the date of such transaction after giving pro forma effect thereto and any 
related financing transactions as if the same had occurred at the beginning of 
the applicable four-quarter period:

        (A) be permitted to incur at least $1.00 of additional Indebtedness 
pursuant to the Interest Coverage Ratio test set forth in Section 4.09(a) 
hereof; or 

        (B) have had an Interest Coverage Ratio equal to or greater than the 
actual Interest Coverage Ratio for the Company immediately prior to such 
transaction; and

        (5) the Company or the surviving entity, as the case may be, delivers 
to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating 
that the consolidation, merger, sale, assignment, transfer, conveyance or other 
disposition and the supplemental indenture, if any, comply with this Indenture.

In addition, the Company will not, directly or indirectly, lease all or 
substantially all of the properties and assets of it and its Restricted 
Subsidiaries, taken as a whole, in one or more related transactions, to any 
other Person.


<PAGE> 74

        (b) This Section 5.01 will not apply to: 

        (1) a merger of the Company with an Affiliate solely for the purpose of 
reorganizing the Company in another jurisdiction; or

        (2) any consolidation or merger, or any sale, assignment, transfer, 
conveyance, lease or other disposition of assets between or among the Company 
and its Restricted Subsidiaries that are Guarantors.

Section 5.02 Successor Corporation Substituted.

        Upon any consolidation or merger, or any sale, assignment, transfer, 
lease, conveyance or other disposition of all or substantially all of the 
properties or assets of the Company in a transaction that is subject to, and 
that complies with the provisions of, Section 5.01 hereof, the successor Person 
formed by such consolidation or into or with which the Company is merged or to 
which such sale, assignment, transfer, lease, conveyance or other disposition 
is made shall succeed to, and be substituted for (so that from and after the 
date of such consolidation, merger, sale, assignment, transfer, lease, 
conveyance or other disposition, the provisions of this Indenture referring to 
the "Company" shall refer instead to the successor Person and not to the 
Company), and may exercise every right and power of the Company under this 
Indenture with the same effect as if such successor Person had been named as 
the Company herein; provided, however, that the predecessor Company shall not 
be relieved from the obligation to pay the principal of, premium on, if any, or 
interest, if any, on, the Notes except in the case of a sale of all of the 
Company's assets in a transaction that is subject to, and that complies with 
the provisions of, Section 5.01 hereof.

                                  ARTICLE 6 
                            DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

        (a) Each of the following is an "Event of Default":

        (1) default for 30 days in the payment when due of interest on the 
Notes;

        (2) default in the payment when due (at maturity, upon redemption or 
otherwise) of the principal of, or premium, if any, on, the Notes;

        (3) failure by the Company or any of its Restricted Subsidiaries to 
comply with the provisions of Sections 4.15 or 5.01 hereof;

        (4) failure by the Company or any of its Restricted Subsidiaries to 
comply with the provisions of Section 4.10 hereof for 30 days after notice to 
the Company by the Trustee or the Holders of at least 25% in aggregate 
principal amount of the Notes then outstanding voting as a single class;

        (5) failure by the Company or any of its Restricted Subsidiaries to 
comply with the provisions of Section 4.03 hereof for 120 days after notice to 
the Company by the Trustee or the Holders of at least 25% in aggregate 
principal amount of the Notes then outstanding voting as a single class;


<PAGE> 75

        (6) failure by the Company or any of its Restricted Subsidiaries for 60 
days after notice to the Company by the Trustee or the Holders of at least 25% 
in aggregate principal amount of the Notes then outstanding voting as a single 
class to comply with any of the other agreements  or covenants in this 
Indenture;

        (7) default under any mortgage, indenture or instrument under which 
there may be issued or by which there may be secured or evidenced any 
Indebtedness for money borrowed by the Company or any of its Restricted 
Subsidiaries (or the payment of which is guaranteed by the Company or any of 
its Restricted Subsidiaries), whether such Indebtedness or Guarantee now 
exists, or is created after the date of this Indenture, if that default:

        (A) is caused by a failure to pay principal on such Indebtedness at its 
stated final maturity (after giving effect to any applicable grace periods 
provided in such Indebtedness (a "Payment Default"); or 

        (B) results in the acceleration of such Indebtedness prior to its 
express maturity,

and, in each case, the principal amount of any such Indebtedness, together with 
the principal amount of any other such Indebtedness under which there has been 
a Payment Default or the maturity of which has been so accelerated, aggregates 
$50.0 million or more;

        (8) failure by the Company or any of its Significant Subsidiaries to 
pay final judgments with respect to which no appeal may be or has been taken, 
entered by a court or courts of competent jurisdiction aggregating in excess of 
$50.0 million (net of any amounts that a reputable and creditworthy insurance 
company has acknowledged liability for in writing), which judgments are not 
paid, discharged or stayed, for a period of 60 days, and in the event such 
judgment is covered by insurance, an enforcement proceeding has been commenced 
by any creditor upon such judgment or decree which is not promptly stayed;

        (9) the occurrence of any of the following:

                (a) any Secured Debt Document is held in any judicial 
proceeding to be unenforceable or invalid or ceases for any reason to be in 
full force and effect, other than in accordance with the terms of the relevant 
Secured Debt Document and this Indenture; provided, that it will not be an 
Event of Default under this clause 9(a) if the sole result of the failure of 
one or more Security Documents to be fully enforceable is that any Priority 
Lien or Permitted ABL Lien purported to be granted under such Security 
Documents on Collateral ceases to be enforceable or perfected; or

                (b) except as permitted by this Indenture, any Junior Lien 
purported to be granted under any Security Document on Collateral, individually 
or in the aggregate, having a Fair Market Value in excess of $50.0 million 
ceases to be an enforceable and perfected second-priority Lien, subject only to 
Priority Liens and Permitted Prior Liens; or

                (c) the Company or any Guarantor, or any Person acting on 
behalf of any of them, denies or disaffirms, in writing, any obligation of the 
Company or any Guarantor set forth in or arising under any Secured Debt 
Document;


<PAGE> 76

        (10) the Company or any of its Restricted Subsidiaries that is a 
Significant Subsidiary or any group of Restricted Subsidiaries of the Company 
that, taken together, would constitute a Significant Subsidiary pursuant to or 
within the meaning of Bankruptcy Law:

        (A) commences a voluntary case,

        (B) consents to the entry of an order for relief against it in an 
involuntary case,

        (C) consents to the appointment of a custodian of it or for all or 
substantially all of its property,

        (D) makes a general assignment for the benefit of its creditors, or

        (E) generally is not paying its debts as they become due;

        (11) a court of competent jurisdiction enters an order or decree under 
any Bankruptcy Law that:

        (A) is for relief against the Company or any of its Restricted 
Subsidiaries that is a Significant Subsidiary or any group of Restricted 
Subsidiaries of the Company that, taken together, would constitute a 
Significant Subsidiary in an involuntary case;

        (B) appoints a custodian of the Company or any of its Restricted 
Subsidiaries that is a Significant Subsidiary or any group of Restricted 
Subsidiaries of the Company that, taken together, would constitute a 
Significant Subsidiary or for all or substantially all of the property of the 
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary 
or any group of Restricted Subsidiaries of the Company that, taken together, 
would constitute a Significant Subsidiary; or

        (C) orders the liquidation of the Company or any of its Restricted 
Subsidiaries that is a Significant Subsidiary or any group of Restricted 
Subsidiaries of the Company that, taken together, would constitute a 
Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; 
or

        (12) except as permitted by this Indenture or the indenture governing 
the First Lien Notes, any Note Guarantee is held in any judicial proceeding to 
be unenforceable or invalid or ceases for any reason to be in full force and 
effect, or any Guarantor, or any Person acting on behalf of any Guarantor, 
denies or disaffirms its obligations under its Note Guarantee.

        (b) In the event of any Event of Default specified in clause (7) of 
Section 6.01(a) hereof, such Event of Default and all consequences thereof 
shall be annulled, waived and rescinded, automatically and without any action 
by the Trustee or the Holders, if within 20 days after such Event of Default 
arose:

        (1) the Indebtedness or guarantee that is the basis for such Event of 
Default has been discharged; 

        (2) Holders thereof have rescinded or waived the acceleration, notice 
or action (as the case may be) giving rise to such Event of Default; or


<PAGE> 77

        (3) the default that is the basis for such Event of Default has been 
cured.

Section 6.02 Acceleration.

        In the case of an Event of Default specified in clause (10) or (11) of 
Section 6.01(a) hereof, with respect to the Company, any Restricted Subsidiary 
of the Company that is a Significant Subsidiary or any group of Restricted 
Subsidiaries of the Company that, taken together, would constitute a 
Significant Subsidiary, all outstanding Notes will become due and payable 
immediately without further action or notice.  If any other Event of Default 
occurs and is continuing, the Trustee or the Holders of at least 25% in 
aggregate principal amount of the then outstanding Notes may declare all the 
Notes to be due and payable immediately; provided that so long as any 
Indebtedness permitted to be incurred pursuant to this Indenture under a bank 
facility providing for term loans or revolving loans shall be outstanding, no 
such acceleration shall be effective until the earlier of (1) the acceleration 
of such Indebtedness under such bank facility or (2) five Business Days after 
the giving of written notice of such acceleration to the Company and the 
administrative agent (or any other agent or representative) with respect to 
such bank facility.

        Upon any such declaration, the Notes shall become due and payable 
immediately.

        The Holders of at least a majority in aggregate principal amount of the 
then outstanding Notes by written notice to the Trustee may, on behalf of all 
of the Holders of all the Notes, rescind an acceleration and its consequences 
hereunder, if the rescission would not conflict with any judgment or decree and 
if all existing Events of Default (except nonpayment of principal of, premium 
on, if any, or interest, if any, on the Notes that has become due solely 
because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

        If an Event of Default occurs and is continuing, the Trustee may, 
subject to the Collateral Trust Agreement, pursue any available remedy to 
collect the payment of principal of, premium on, if any, or interest, if any, 
on, the Notes or to enforce the performance of any provision of the Notes or 
this Indenture.

        Subject to the Collateral Trust Agreement, the Trustee may maintain a 
proceeding even if it does not possess any of the Notes or does not produce any 
of them in the proceeding.  A delay or omission by the Trustee or any Holder of 
a Note in exercising any right or remedy accruing upon an Event of Default 
shall not impair the right or remedy or constitute a waiver of or acquiescence 
in the Event of Default.  All remedies are cumulative to the extent permitted 
by law.

Section 6.04 Waiver of Past Defaults.

        The Holders of at least a majority in aggregate principal amount of the 
then outstanding Notes by written notice to the Trustee may, on behalf of the 
Holders of all of the Notes, waive any existing Default or Event of Default and 
its consequences hereunder, except a continuing Default or Event of Default in 
the payment of principal of, premium on, if any, interest, if any, on, the 
Notes (including in connection with an offer to purchase); provided, however, 
that the Holders of at least a majority in aggregate principal amount of the 
then outstanding Notes may rescind an acceleration and its consequences 
pursuant to Section 6.02, including any related payment default that resulted 
from such acceleration.  Upon any such waiver, such Default shall cease to 
exist, and any Event of Default arising therefrom shall be deemed to have been 
cured for every purpose of this Indenture; but no such waiver shall extend to 
any subsequent or other Default or impair any right consequent thereon.


<PAGE> 78

Section 6.05 Control by Majority.

        Holders of a majority in aggregate principal amount of the then 
outstanding Notes may direct the time, method and place of conducting any 
proceeding for exercising any remedy available to the Trustee or exercising any 
trust or power conferred on it consistent with the Collateral Trust Agreement.  
However, the Trustee may refuse to follow any direction that conflicts with law 
or this Indenture that the Trustee determines may be unduly prejudicial to the 
rights of other Holders of Notes or that may involve the Trustee in personal 
liability.

Section 6.06 Limitation on Suits.

        No Holder of a Note may pursue any remedy with respect to this 
Indenture or the Notes unless:

        (1) such Holder has previously given to the Trustee written notice that 
an Event of Default is continuing;

        (2) Holders of at least 25% in aggregate principal amount of the then 
outstanding Notes make a written request to the Trustee to pursue the remedy;

        (3) such Holder or Holders offer and, if requested, provide to the 
Trustee security or indemnity reasonably satisfactory to the Trustee against 
any loss, liability or expense;

        (4) the Trustee has not complied with such request within 60 days after 
receipt of the request and the offer of security or indemnity; and

        (5) during such 60-day period, Holders of a majority in aggregate 
principal amount of the then outstanding Notes do not give the Trustee a 
direction inconsistent with such request.

        A Holder of a Note may not use this Indenture to prejudice the rights 
of another Holder of a Note or to obtain a preference or priority over another 
Holder of a Note or holder of other Priority Lien Debt.

Section 6.07 Rights of Holders of Notes to Receive Payment.

        Notwithstanding any other provision of this Indenture, the right of any 
Holder of a Note to receive payment of principal of, premium on, if any, or 
interest, if any, on, the Note, on or after the respective due dates expressed 
in the Note (including in connection with an offer to purchase), or to bring 
suit for the enforcement of any such payment on or after such respective dates, 
shall not be impaired or affected without the consent of such Holder; provided 
that a Holder shall not have the right to institute any such suit for the 
enforcement of payment if and to the extent that the institution or prosecution 
thereof or the entry of judgment therein would, under applicable law, result in 
the surrender, impairment, waiver or loss of the Lien of this Indenture upon 
any property subject to such Lien.

Section 6.08 Collection Suit by Trustee.

        If an Event of Default specified in Section 6.01(1) or (2) hereof 
occurs and is continuing, the Trustee is authorized to recover judgment in its 
own name and as trustee of an express trust against the Company for the whole 
amount of principal of, premium on, if any, or interest, if any, remaining 
unpaid on, the Notes and interest on overdue principal and, to the extent 
lawful, interest and such further amount as shall be sufficient to cover the 
costs and expenses of collection, including the reasonable compensation, 
expenses, disbursements and advances of the Trustee, its agents and counsel.


<PAGE> 79

Section 6.09 Trustee May File Proofs of Claim.

        The Trustee is authorized to file such proofs of claim and other papers 
or documents as may be necessary or advisable in order to have the claims of 
the Trustee (including any claim for the reasonable compensation, expenses, 
disbursements and advances of the Trustee, its agents and counsel) and the 
Holders of the Notes allowed in any judicial proceedings relative to the 
Company (or any other obligor upon the Notes), its creditors or its property 
and shall be entitled and empowered to collect, receive and distribute any 
money or other property payable or deliverable on any such claims and any 
custodian in any such judicial proceeding is hereby authorized by each Holder 
to make such payments to the Trustee, and in the event that the Trustee shall 
consent to the making of such payments directly to the Holders, to pay to the 
Trustee any amount due to it for the reasonable compensation, expenses, 
disbursements and advances of the Trustee, its agents and counsel, and any 
other amounts due the Trustee under Section 7.07 hereof.  To the extent that 
the payment of any such compensation, expenses, disbursements and advances of 
the Trustee, its agents and counsel, and any other amounts due the Trustee 
under Section 7.07 hereof out of the estate in any such proceeding, shall be 
denied for any reason, payment of the same shall be secured by a Lien on, and 
shall be paid out of, any and all distributions, dividends, money, securities 
and other properties that the Holders may be entitled to receive in such 
proceeding whether in liquidation or under any plan of reorganization or 
arrangement or otherwise.  Nothing herein contained shall be deemed to 
authorize the Trustee to authorize or consent to or accept or adopt on behalf 
of any Holder any plan of reorganization, arrangement, adjustment or 
composition affecting the Notes or the rights of any Holder, or to authorize 
the Trustee to vote in respect of the claim of any Holder in any such 
proceeding.

Section 6.10 Priorities.

        If the Trustee collects any money pursuant to this Article 6, it shall 
pay out the money in the following order:

        First:    to the Trustee, its agents and attorneys for amounts due 
under Section 7.07 hereof, including payment of all compensation, expenses and 
liabilities incurred, and all advances made, by the Trustee and the costs and 
expenses of collection;

        Second:    to Holders of Notes for amounts due and unpaid on the Notes 
for principal, premium, if any, and interest, if any, ratably, without 
preference or priority of any kind, according to the amounts due and payable on 
the Notes for principal, premium, if any, and interest, if any, respectively; 
and

        Third:    to the Company or to such party as a court of competent 
jurisdiction shall direct.

        The Trustee may fix a record date and payment date for any payment to 
Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

        In any suit for the enforcement of any right or remedy under this 
Indenture or in any suit against the Trustee for any action taken or omitted by 
it as a Trustee, a court in its discretion may require the filing by any party 
litigant in the suit of an undertaking to pay the costs of the suit, and the 
court in its discretion may assess reasonable costs, including reasonable 
attorneys' fees, against any party litigant in the suit, having due regard to 
the merits and good faith of the claims or defenses made by the party 
litigant.  This Section 6.11 shall not apply to a suit by the Trustee, a suit 
by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of 
more than 10% in aggregate principal amount of the then outstanding Notes.


<PAGE> 80

                                  ARTICLE 7 
                                   TRUSTEE

Section 7.01 Duties of Trustee.

        (a) If an Event of Default has occurred and is continuing, the Trustee 
will exercise such of the rights and powers vested in it by this Indenture, and 
use the same degree of care and skill in its exercise, as a prudent person 
would exercise or use under the circumstances in the conduct of such person's 
own affairs.

        (b) Except during the continuance of an Event of Default:

        (1) the duties of the Trustee will be determined solely by the express 
provisions of this Indenture and the Trustee need perform only those duties 
that are specifically set forth in this Indenture and no others, and no implied 
covenants or obligations shall be read into this Indenture against the Trustee; 
and

        (2) in the absence of bad faith on its part, the Trustee may 
conclusively rely, as to the truth of the statements and the correctness of the 
opinions expressed therein, upon certificates or opinions furnished to the 
Trustee and conforming to the requirements of this Indenture.  However, the 
Trustee will examine the certificates and opinions to determine whether or not 
they conform to the requirements of this Indenture.

        (c) The Trustee may not be relieved from liabilities for its own 
negligent action, its own negligent failure to act, or its own willful 
misconduct, except that:

        (1) this paragraph does not limit the effect of paragraph (b) of this 
Section 7.01;

        (2) the Trustee will not be liable for any error of judgment made in 
good faith by a Responsible Officer, unless it is proved that the Trustee was 
negligent in ascertaining the pertinent facts; and

        (3) the Trustee will not be liable with respect to any action it takes 
or omits to take in good faith in accordance with a direction received by it 
pursuant to Section 6.05 hereof.

        (d) Whether or not therein expressly so provided, every provision of 
this Indenture that in any way relates to the Trustee is subject to paragraphs 
(a), (b), and (c) of this Section 7.01.

        (e) No provision of this Indenture will require the Trustee to expend 
or risk its own funds or incur any liability.  The Trustee will be under no 
obligation to exercise any of its rights and powers under this Indenture at the 
request of any Holders, unless such Holder has offered to the Trustee security 
and indemnity satisfactory to it against any loss, liability or expense.

        (f) The Trustee will not be liable for interest on any money received 
by it except as the Trustee may agree in writing with the Company.  Money held 
in trust by the Trustee need not be segregated from other funds except to the 
extent required by law.


<PAGE> 81

Section 7.02 Rights of Trustee.

        (a) The Trustee may conclusively rely upon any document believed by it 
to be genuine and to have been signed or presented by the proper Person.  The 
Trustee need not investigate any fact or matter stated in the document.

        (b) Before the Trustee acts or refrains from acting, it may require an 
Officers' Certificate or an Opinion of Counsel or both.  The Trustee will not 
be liable for any action it takes or omits to take in good faith in reliance on 
such Officers' Certificate or Opinion of Counsel.  The Trustee may consult with 
counsel and the written advice of such counsel or any Opinion of Counsel will 
be full and complete authorization and protection from liability in respect of 
any action taken, suffered or omitted by it hereunder in good faith and in 
reliance thereon.

        (c) The Trustee may act through its attorneys and agents and will not 
be responsible for the misconduct or negligence of any agent appointed with due 
care.

        (d) The Trustee will not be liable for any action it takes or omits to 
take in good faith that it believes to be authorized or within the rights or 
powers conferred upon it by this Indenture.

        (e) Unless otherwise specifically provided in this Indenture, any 
demand, request, direction or notice from the Company will be sufficient if 
signed by an Officer of the Company.

        (f) The Trustee will be under no obligation to exercise any of the 
rights or powers vested in it by this Indenture at the request or direction of 
any of the Holders unless such Holders have offered to the Trustee reasonable 
indemnity or security satisfactory to it against the losses, liabilities and 
expenses that might be incurred by it in compliance with such request or 
direction.

Section 7.03 Individual Rights of Trustee.

        The Trustee in its individual or any other capacity may become the 
owner or pledgee of Notes and may otherwise deal with the Company or any 
Affiliate of the Company with the same rights it would have if it were not 
Trustee.  However, in the event that the Trustee acquires any conflicting 
interest it must eliminate such conflict within 90 days, apply to the SEC for 
permission to continue as trustee (if this Indenture has been qualified under 
the TIA) or resign.  Any Agent may do the same with like rights and duties.  
The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

        The Trustee will not be responsible for and makes no representation as 
to the validity or adequacy of this Indenture or the Notes, it shall not be 
accountable for the Company's use of the proceeds from the Notes or any money 
paid to the Company or upon the Company's direction under any provision of this 
Indenture, it will not be responsible for the use or application of any money 
received by any Paying Agent other than the Trustee, and it will not be 
responsible for any statement or recital herein or any statement in the Notes 
or any other document in connection with the sale of the Notes or pursuant to 
this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

        If a Default or Event of Default occurs and is continuing and if it is 
actually known to a Responsible Officer of the Trustee, the Trustee will mail 
to Holders of Notes a notice of the Default or Event of Default within 90 days 
after it occurs.  Except in the case of a Default or Event of Default in 
payment of principal of, premium on, if any, interest, if any, on, any Note, 
the Trustee may withhold the notice if and so long as a committee of its 
Responsible Officers in good faith determines that withholding the notice is in 
the interests of the Holders of the Notes.


<PAGE> 82

Section 7.06 [Intentionally Omitted.]

Section 7.07 Compensation and Indemnity.

        (a) The Company will pay to the Trustee from time to time reasonable 
compensation for its acceptance of this Indenture and services hereunder.  The 
Trustee's compensation will not be limited by any law on compensation of a 
trustee of an express trust.  The Company will reimburse the Trustee promptly 
upon request for all reasonable disbursements, advances and expenses incurred 
or made by it in addition to the compensation for its services.  Such expenses 
will include the reasonable compensation, disbursements and expenses of the 
Trustee's agents and counsel.

        (b) The Company and the Guarantors will indemnify the Trustee against 
any and all losses, liabilities or expenses incurred by it arising out of or in 
connection with the acceptance or administration of its duties under this 
Indenture, including the costs and expenses of enforcing this Indenture against 
the Company and the Guarantors (including this Section 7.07) and defending 
itself against any claim (whether asserted by the Company, the Guarantors, any 
Holder or any other Person) or liability in connection with the exercise or 
performance of any of its powers or duties hereunder, except to the extent any 
such loss, liability or expense may be attributable to its negligence or bad 
faith.  The Trustee will notify the Company promptly of any claim for which it 
may seek indemnity.  Failure by the Trustee to so notify the Company will not 
relieve the Company or any of the Guarantors of their obligations hereunder.  
The Company or such Guarantor will defend the claim and the Trustee will 
cooperate in the defense.  The Trustee may have separate counsel and the 
Company will pay the reasonable fees and expenses of such counsel.  Neither the 
Company nor any Guarantor need pay for any settlement made without its consent, 
which consent will not be unreasonably withheld.

        (c) The obligations of the Company and the Guarantors under this 
Section 7.07 will survive the satisfaction and discharge of this Indenture.

        (d) To secure the Company's and the Guarantors' payment obligations in 
this Section 7.07, the Trustee will have a Lien prior to the Notes on all money 
or property held or collected by the Trustee, except that held in trust to pay 
principal of, premium on, if any, or interest, if any, on, particular Notes.  
Such Lien will survive the satisfaction and discharge of this Indenture.

        (e) When the Trustee incurs expenses or renders services after an Event 
of Default specified in Section 6.01(a)(10) or (11) hereof occurs, the expenses 
and the compensation for the services (including the fees and expenses of its 
agents and counsel) are intended to constitute expenses of administration under 
any Bankruptcy Law.

Section 7.08 Replacement of Trustee.

        (a) A resignation or removal of the Trustee and appointment of a 
successor Trustee will become effective only upon the successor Trustee's 
acceptance of appointment as provided in this Section 7.08.

        (b) The Trustee may resign in writing at any time and be discharged 
from the trust hereby created by so notifying the Company.  The Holders of a 
majority in aggregate principal amount of the then outstanding Notes may remove 
the Trustee by so notifying the Trustee and the Company in writing.  The 
Company may remove the Trustee if:


<PAGE> 83

        (1) the Trustee fails to comply with Section 7.10 hereof;

        (2) the Trustee is adjudged a bankrupt or an insolvent or an order for 
relief is entered with respect to the Trustee under any Bankruptcy Law;

        (3) a custodian or public officer takes charge of the Trustee or its 
property; or

        (4) the Trustee becomes incapable of acting.

        (c) If the Trustee resigns or is removed or if a vacancy exists in the 
office of Trustee for any reason, the Company will promptly appoint a successor 
Trustee.  Within one year after the successor Trustee takes office, the Holders 
of a majority in aggregate principal amount of the then outstanding Notes may 
appoint a successor Trustee to replace the successor Trustee appointed by the 
Company.

        (d) If a successor Trustee does not take office within 60 days after 
the retiring Trustee resigns or is removed, the retiring Trustee, the Company, 
or the Holders of at least 10% in aggregate principal amount of the then 
outstanding Notes may petition any court of competent jurisdiction for the 
appointment of a successor Trustee.

        (e) If the Trustee, after written request by any Holder who has been a 
Holder for at least six months, fails to comply with Section 7.10 hereof, such 
Holder may petition any court of competent jurisdiction for the removal of the 
Trustee and the appointment of a successor Trustee.

        (f) A successor Trustee will deliver a written acceptance of its 
appointment to the retiring Trustee and to the Company.  Thereupon, the 
resignation or removal of the retiring Trustee will become effective, and the 
successor Trustee will have all the rights, powers and duties of the Trustee 
under this Indenture.  The successor Trustee will mail a notice of its 
succession to Holders.  The retiring Trustee will promptly transfer all 
property held by it as Trustee to the successor Trustee; provided all sums 
owing to the Trustee hereunder have been paid and subject to the Lien provided 
for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee 
pursuant to this Section 7.08, the Company's obligations under Section 7.07 
hereof will continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

        If the Trustee consolidates, merges or converts into, or transfers all 
or substantially all of its corporate trust business to, another corporation, 
the successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

        There will at all times be a Trustee hereunder that is a corporation 
organized and doing business under the laws of the United States of America or 
of any state thereof that is authorized under such laws to exercise corporate 
trustee power, that is subject to supervision or examination by federal or 
state authorities and that has a combined capital and surplus of at least 
$100.0 million as set forth in its most recent published annual report of 
condition.


<PAGE> 84

                                  ARTICLE 8 
                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

        The Company may at any time, at the option of its Board of Directors 
evidenced by a resolution set forth in an Officers' Certificate, elect to have 
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon 
compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

        Upon the Company's exercise under Section 8.01 hereof of the option 
applicable to this Section 8.02, the Company and each of the Guarantors will, 
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, 
be deemed to have been discharged from their obligations with respect to all 
outstanding Notes (including the Note Guarantees) on the date the conditions 
set forth below are satisfied (hereinafter, "Legal Defeasance").  For this 
purpose, Legal Defeasance means that the Company and the Guarantors will be 
deemed to have paid and discharged the entire Indebtedness represented by the 
outstanding Notes (including the Note Guarantees), which will thereafter be 
deemed to be "outstanding" only for the purposes of Section 8.05 hereof and the 
other Sections of this Indenture referred to in clauses (1) and (2) below, and 
to have satisfied all their other obligations under such Notes, the Note 
Guarantees and this Indenture (and the Trustee, on demand of and at the expense 
of the Company, shall execute proper instruments acknowledging the same), 
except for the following provisions which will survive until otherwise 
terminated or discharged hereunder:

        (1) the rights of Holders of outstanding Notes to receive payments in 
respect of the principal of, or interest or premium, if any, on, such Notes 
when such payments are due from the trust referred to in Section 8.05 hereof;

        (2) the Company's obligations with respect to such Notes under 
Article 2 and Section 4.02 hereof;

        (3) the rights, powers, trusts, duties and immunities of the 
Trustee hereunder and the Company's and the Guarantors' obligations in 
connection therewith; and

        (4) this Article 8 (excluding the provisions of this Article 8 with 
respect to Covenant Defeasance).

        Subject to compliance with this Article 8, the Company may exercise 
its option under this Section 8.02 notwithstanding the prior exercise of its 
option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

        Upon the Company's exercise under Section 8.01 hereof of the option 
applicable to this Section 8.03, the Company and each of the Guarantors will, 
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, 
be released from each of their obligations under the covenants contained in 
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.15, 4.16, 4.17, 4.18 and 4.19 
and Section 5.01(a)(4) hereof with respect to the outstanding Notes on and 
after the date the conditions set forth in Section 8.04 hereof are satisfied 
(hereinafter, "Covenant Defeasance"), and the Notes will thereafter be deemed 
not "outstanding" for the purposes of any direction, waiver, consent or 
declaration or act of Holders (and the consequences of any thereof) in 
connection with such covenants, but will continue to be deemed "outstanding" 
for all other purposes hereunder (it being understood that such Notes will not 
be deemed outstanding for accounting purposes).  For this purpose, Covenant 
Defeasance means that, with respect to the outstanding Notes and Note 
Guarantees, the Company and the Guarantors may omit to comply with and will 
have no liability in respect of any term, condition or limitation set forth in 
any such covenant, whether directly or indirectly, by reason of any reference 
elsewhere herein to any such covenant or by reason of any reference in any 
such covenant to any other provision herein or in any other document and such 
omission to comply will not constitute a Default or an Event of Default under 
Section 6.01 hereof, but, except as specified above, the remainder of this 
Indenture and such Notes and Note Guarantees will be unaffected thereby.  In 
addition, upon the Company's exercise under Section 8.01 hereof of the option 
applicable to this Section 8.03, subject to the satisfaction of the conditions 
set forth in Section 8.04 hereof, Sections 6.01(a)(3), (4), (5), (6), (7), (8), 
(9) and (12) hereof will not constitute Events of Default.


<PAGE> 85

Section 8.04 Conditions to Legal or Covenant Defeasance.

        In order to exercise either Legal Defeasance or Covenant Defeasance 
under either Section 8.02 or 8.03 hereof:

        (1) the Company must irrevocably deposit with the Trustee, in trust, 
for the benefit of the Holders, cash in U.S. dollars, non-callable Government 
Securities, or a combination thereof, in such amounts as will be sufficient, in 
the opinion of a nationally recognized investment bank, appraisal firm, or firm 
of independent public accountants, to pay the principal of, premium on, if any, 
and interest on, the outstanding Notes on the stated date for payment thereof 
or on the applicable redemption date, as the case may be, and the Company must 
specify whether the Notes are being defeased to such stated date for payment or 
to a particular redemption date;

        (2) in the case of an election under Section 8.02 hereof, the Company 
must deliver to the Trustee an Opinion of Counsel confirming that:

        (A) the Company has received from, or there has been published by, the 
Internal Revenue Service a ruling; or

        (B) since the date of this Indenture, there has been a change in the 
applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel 
shall confirm that, the Holders of the outstanding Notes will not recognize 
income, gain or loss for federal income tax purposes as a result of such Legal 
Defeasance and will be subject to federal income tax on the same amounts, in 
the same manner and at the same times as would have been the case if such 
Legal Defeasance had not occurred;

        (3) in the case of an election under Section 8.03 hereof, the Company 
must deliver to the Trustee an Opinion of Counsel confirming that, subject to 
customary assumptions and exclusions, the Holders of the outstanding Notes will 
not recognize income, gain or loss for federal income tax purposes as a result 
of such Covenant Defeasance and will be subject to federal income tax on the 
same amounts, in the same manner and at the same times as would have been the 
case if such Covenant Defeasance had not occurred;

        (4) no Default or Event of Default shall have occurred and be 
continuing on the date of such deposit (other than a Default or Event of 
Default resulting from the borrowing of funds to be applied to such deposit 
or the granting of Liens in connection therewith);


<PAGE> 86

        (5) such Legal Defeasance or Covenant Defeasance will not result in a 
breach or violation of, or constitute a default under, any material agreement 
or instrument (other than this Indenture) to which the Company or any of its 
Subsidiaries is a party or by which the Company or any of its Subsidiaries is 
bound (other than a Default or Event of Default resulting from the borrowing 
of funds to be applied to such deposit or the granting of Liens in connection 
therewith);

        (6) the Company must deliver to the Trustee an Officers' Certificate 
stating that the deposit was not made by the Company with the intent of 
preferring the Holders of Notes over the other creditors of the Company with 
the intent of defeating, hindering, delaying or defrauding any creditors of 
the Company or others; and

        (7) the Company must deliver to the Trustee an Officers' Certificate 
and an Opinion of Counsel, which opinion may be subject to customary 
assumptions and exclusions, each stating that all conditions precedent 
relating to the Legal Defeasance or the Covenant Defeasance have been complied 
with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; 
Other Miscellaneous Provisions.

        Subject to Section 8.06 hereof, all money and non-callable Government 
Securities (including the proceeds thereof) deposited with the Trustee (or 
other qualifying trustee, collectively for purposes of this Section 8.05, the 
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes 
will be held in trust and applied by the Trustee, in accordance with the 
provisions of such Notes and this Indenture, to the payment, either directly 
or through any Paying Agent (including the Company acting as Paying Agent) as 
the Trustee may determine, to the Holders of such Notes of all sums due and to 
become due thereon in respect of principal, premium, if any, and interest, but 
such money need not be segregated from other funds except to the extent 
required by law.

        The Company will pay and indemnify the Trustee against any tax, fee or 
other charge imposed on or assessed against the cash or non-callable Government 
Securities deposited pursuant to Section 8.04 hereof or the principal and 
interest received in respect thereof other than any such tax, fee or other 
charge which by law is for the account of the Holders of the outstanding Notes.

        Notwithstanding anything in this Article 8 to the contrary, the Trustee 
will deliver or pay to the Company from time to time upon the request of the 
Company any money or non-callable Government Securities held by it as provided 
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of 
independent public accountants expressed in a written certification thereof 
delivered to the Trustee (which may be the opinion delivered under Section 
8.04(1) hereof), are in excess of the amount thereof that would then be 
required to be deposited to effect an equivalent Legal Defeasance or Covenant 
Defeasance.

Section 8.06 Repayment to Company.

        Any money deposited with the Trustee or any Paying Agent, or then held 
by the Company, in trust for the payment of the principal of, premium, if any, 
or interest on, any Note and remaining unclaimed for two years after such 
principal, premium, if any, or interest, has become due and payable shall be 
paid to the Company on its request or (if then held by the Company) will be 
discharged from such trust; and the Holder of such Note will thereafter be 
permitted to look only to the Company for payment thereof, and all liability 
of the Trustee or such Paying Agent with respect to such trust money, and all 
liability of the Company as trustee thereof, will thereupon cease; provided, 
however, that the Trustee or such Paying Agent, before being required to make 
any such repayment, may at the expense of the Company cause to be published 
once, in the New York Times and The Wall Street Journal (national edition), 
notice that such money remains unclaimed and that, after a date specified 
therein, which will not be less than 30 days from the date of such 
notification or publication, any unclaimed balance of such money then 
remaining will be repaid to the Company.


<PAGE> 87

Section 8.07 Reinstatement.

        If the Trustee or Paying Agent is unable to apply any U.S. dollars or 
non-callable Government Securities in accordance with Section 8.02 or 8.03 
hereof, as the case may be, by reason of any order or judgment of any court or 
governmental authority enjoining, restraining or otherwise prohibiting such 
application, then the Company's and the Guarantors' obligations under this 
Indenture and the Notes and the Note Guarantees will be revived and reinstated 
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until 
such time as the Trustee or Paying Agent is permitted to apply all such money 
in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, 
however, that, if the Company makes any payment of principal of, premium, if 
any, or interest on, any Note following the reinstatement of its obligations, 
the Company will be subrogated to the rights of the Holders of such Notes to 
receive such payment from the money held by the Trustee or Paying Agent.


                                  ARTICLE 9 
                      AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

        Notwithstanding Section 9.02 of this Indenture, without the consent of 
any Holder of Notes, the Company, the Guarantors and the Trustee may amend or 
supplement this Indenture, the Notes or the Note Guarantees:

        (1) to cure any ambiguity, defect or inconsistency;

        (2) to provide for uncertificated Notes in addition to or in place of 
certificated Notes;

        (3) to provide for the assumption of the Company's or a Guarantor's 
obligations to the Holders of the Notes and Note Guarantees in the case of a 
merger or consolidation or sale of all or substantially all of the Company's or 
such Guarantor's assets, as applicable;

        (4) to make any change that would provide any additional rights or 
benefits to the Holders of the Notes or that does not adversely affect the 
legal rights hereunder of any Holder or surrender any right or power conferred 
upon the Company;

        (5) to comply with requirements of the SEC in order to effect or 
maintain the qualification of this Indenture under the TIA;

        (6) to conform the text of this Indenture, the Notes, the Note 
Guarantees or the Security Documents to any provision of the "Description of 
New Secured Notes" section of the Company's Confidential Offering Circular and 
Consent Solicitation Statement dated June 30, 2009, relating to the initial 
offering of the Notes, to the extent that such provision in that "Description 
of New Secured Notes" was intended (as evidenced by an Officers' Certificate) 
to be a verbatim recitation of a provision of this Indenture, the Notes, the 
Note Guarantees or the Security Documents;


<PAGE> 88

        (7) to provide for the issuance of Additional Notes of the same series 
in accordance with the limitations set forth in this Indenture as of the Issue 
Date; 

        (8) to provide for the appointment of a successor Trustee; provided 
that the successor Trustee is otherwise qualified and eligible to act as such 
under the terms of this Indenture or to provide for a successor or replacement 
Collateral Trustee under the Security Documents;

        (9) to make, complete, or conform any grant of Collateral permitted or 
required by this Indenture or any of the Security Documents or any release, 
termination or discharge of Collateral that becomes effective as set forth in 
this Indenture or any of the Security Documents; or

        (10) to provide an additional Note Guarantee with respect to the Notes 
or to grant any Lien for the benefit of the Holders of the Notes.

        In addition, the Collateral Trustee and the Trustee may amend the 
Security Documents to add additional secured parties to the extent Liens 
securing obligations held by such parties are permitted under this Indenture 
and that after so securing any such additional secured parties, the amount of 
Priority Lien Debt does not exceed the Priority Lien Cap and the amount of 
Junior Lien Debt, either by itself or when taken together with all outstanding 
Priority Lien Debt, does not exceed the Secured Debt Cap.  

        The consent of the Holders is not necessary under this Indenture to 
approve the particular form of any proposed amendment or supplement.  It is 
sufficient if such consent approves the substance of the proposed amendment or 
supplement.

        Upon the request of the Company accompanied by a resolution of its 
Board of Directors authorizing the execution of any such amended or 
supplemental indenture, and upon receipt by the Trustee of the documents 
described in Section 7.02 hereof, the Trustee will join with the Company and 
the Guarantors in the execution of any amended or supplemental indenture 
authorized or permitted by the terms of this Indenture and to make any further 
appropriate agreements and stipulations that may be therein contained, but the 
Trustee will not be obligated to enter into such amended or supplemental 
indenture that affects its own rights, duties or immunities under this 
Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

        Except as provided below in this Section 9.02, the Company and the 
Trustee may amend or supplement this Indenture or the Notes or the Note 
Guarantees with the consent of the Holders of at least a majority in aggregate 
principal amount of the then outstanding Notes (including, without limitation, 
consents obtained in connection with a purchase of, or tender offer or exchange 
offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any 
existing Default or Event of Default (other than a Default or Event of Default 
in the payment of the principal of, or premium or interest on, the Notes, 
except a payment default resulting from an acceleration that has been 
rescinded) or compliance with any provision of this Indenture or the Notes or 
the Note Guarantees may be waived with the consent of the Holders of a majority 
in aggregate principal amount of the then outstanding Notes (including, without 
limitation, consents obtained in connection with a purchase of, tender offer or 
exchange offer for, or purchase of, the Notes).  

        Upon the request of the Company accompanied by a resolution of its 
Board of Directors authorizing the execution of any such amended or 
supplemental indenture, and upon the filing with the Trustee of evidence 
satisfactory to the Trustee of the consent of the Holders of Notes as 
aforesaid, and upon receipt by the Trustee of the documents described in 
Section 7.02 hereof, the Trustee will join with the Company and the 
Guarantors in the execution of such amended or supplemental indenture unless 
such amended or supplemental indenture directly affects the Trustee's own 
rights, duties or immunities under this Indenture or otherwise, in which case 
the Trustee may in its discretion, but will not be obligated to, enter into 
such amended or supplemental Indenture.


<PAGE> 89

        It is not necessary for the consent of the Holders of Notes under this 
Section 9.02 to approve the particular form of any proposed amendment, 
supplement or waiver, but it is sufficient if such consent approves the 
substance thereof.

        After an amendment, supplement or waiver under this Section 9.02 
becomes effective, the Company will mail to the Holders of Notes affected 
thereby a notice briefly describing the amendment, supplement or waiver.  Any 
failure of the Company to mail such notice, or any defect therein, will not, 
however, in any way impair or affect the validity of any such amended or 
supplemental indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, 
the Holders of a majority in aggregate principal amount of the Notes then 
outstanding voting as a single class may waive compliance in a particular 
instance by the Company with any provision of this Indenture, the Notes or the 
Note Guarantees.  However, without the consent of each Holder affected, an 
amendment, supplement or waiver under this Section 9.02 may not (with respect 
to any Notes held by a non-consenting Holder):

        (1) reduce the principal amount of Notes whose Holders must consent to 
an amendment, supplement or waiver;

        (2) reduce the principal of or change the fixed maturity of any Note or 
alter or waive any of the provisions with respect to the redemption of the 
Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 
hereof);

        (3) reduce the rate of or change the time for payment of interest, 
including default interest, on any Note;

        (4) waive a Default or Event of Default in the payment of principal of, 
or interest or premium, if any, on, the Notes (except a rescission of 
acceleration of the Notes by the Holders of at least a majority in aggregate 
principal amount of the then outstanding Notes and a waiver of the payment 
default that resulted from such acceleration);

        (5) make any Note payable in money other than that stated in the Notes;

        (6) make any change in the provisions of this Indenture relating to 
waivers of past Defaults or the rights of Holders of Notes to receive payments 
of principal of, or interest or premium, if any, on, the Notes;

        (7) waive a redemption payment with respect to any Note (other than a 
payment required by Sections 3.09, 4.10 or 4.15 hereof);

        (8) release any Guarantor from any of its obligations under its Note 
Guarantee or this Indenture, except in accordance with the terms of this 
Indenture; or

        (9) make any change in the preceding amendment and waiver provisions.

        Notwithstanding any of the foregoing to the contrary, any amendment to, 
or waiver of, the provisions of this Indenture that has the effect of releasing 
all or substantially all of the Collateral from the Liens securing the Notes 
will require the consent of the Holders of at least 66-2/3% in aggregate 
principal amount of the Notes then outstanding (but only to the extent any such 
consent is required under the Collateral Trust Agreement).


<PAGE> 90

Section 9.03 [Intentionally Omitted.]

Section 9.04 Revocation and Effect of Consents.

        Until an amendment, supplement or waiver becomes effective, a consent 
to it by a Holder of a Note is a continuing consent by the Holder of a Note and 
every subsequent Holder of a Note or portion of a Note that evidences the same 
debt as the consenting Holder's Note, even if notation of the consent is not 
made on any Note.  However, any such Holder of a Note or subsequent Holder of a 
Note may revoke the consent as to its Note if the Trustee receives written 
notice of revocation before the date the amendment, supplement or waiver 
becomes effective.  An amendment, supplement or waiver becomes effective in 
accordance with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

        The Trustee may place an appropriate notation about an amendment, 
supplement or waiver on any Note thereafter authenticated.  The Company in 
exchange for all Notes may issue and the Trustee shall, upon receipt of an 
Authentication Order, authenticate new Notes that reflect the amendment, 
supplement or waiver.

        Failure to make the appropriate notation or issue a new Note will not 
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

        The Trustee will sign any amended or supplemental indenture authorized 
pursuant to this Article 9 if the amendment or supplement does not adversely 
affect the rights, duties, liabilities or immunities of the Trustee.  The 
Company may not sign an amended or supplemental indenture until the Board of 
Directors of the Company approves it.  In executing any amended or 
supplemental indenture, the Trustee will be entitled to receive and (subject to 
Section 7.01 hereof) will be fully protected in relying upon, in addition to 
the documents required by Section 13.04 hereof, an Officers' Certificate and an 
Opinion of Counsel stating that the execution of such amended or supplemental 
indenture is authorized or permitted by this Indenture.


                                  ARTICLE 10 
                           COLLATERAL AND SECURITY

Section 10.01 Equal and Ratable Sharing of Collateral by Holders of Secured 
Debt.

        Notwithstanding: (1) anything to the contrary contained in the Security 
Documents; (2) the time of incurrence of any Series of Junior Lien Debt; (3) 
the order or method of attachment or perfection of any Liens securing any 
Series of Junior Lien Debt; (4) the time or order of filing or recording of 
financing statements or other documents filed or recorded to perfect any 
Junior Lien upon any Collateral; (5) the time of taking possession or control 
over any Collateral; (6) that any Junior Lien may not have been perfected or 
may be or have become subordinated, by equitable subordination or otherwise, to 
any other Lien; or (7) the rules for determining priority under any law 
governing relative priorities of Liens, all Junior Liens granted at any time by 
the Issuer or any Guarantor shall secure, equally and ratably, all present and 
future Junior Lien Obligations.


<PAGE> 91

        The provisions in the immediately preceding paragraph are intended for 
the benefit of, and shall be enforceable as a third party beneficiary by, each 
present and future holder of Junior Lien Obligations, each present and future 
Junior Lien Representative and the Collateral Trustee as holder of Junior 
Liens. The Junior Lien Representative of each future Series of Junior Lien Debt 
shall be required to deliver a Lien Sharing and Priority Confirmation to the 
Collateral Trustee and each other Junior Lien Representative at the time of 
incurrence of such Series of Junior Lien Debt.

Section 10.02 Ranking of Junior Liens.

        (a) Notwithstanding (1) anything to the contrary contained in the 
Security Documents; (2) the time of incurrence of any Series of Secured Debt; 
(3) the order or method of attachment or perfection of any Liens securing any 
Series of Secured Debt; (4) the time or order of filing or recording of 
financing statements or other documents filed or recorded to perfect any Lien 
upon any Collateral; (5) the time of taking possession or control over any 
Collateral; (6) that any Priority Lien may not have been perfected or may be or 
have become subordinated, by equitable subordination or otherwise, to any other 
Lien; or (7) the rules for determining priority under any law governing 
relative priorities of Liens, all Junior Liens at any time granted by the 
Company or any Guarantor shall be subject and subordinate to all Priority Liens 
securing Priority Lien Obligations.

        (b) the provisions described in Section 10.02(a) above are intended for 
the benefit of, and will be enforceable as a third party beneficiary by, each 
present and future holder of Priority Lien Obligations, each present and future 
Priority Lien Representative and the Collateral Trustee as holder of Priority 
Liens.  

        (c) The Junior Lien Representative of each future Series of Junior Lien 
Debt, if any, shall deliver a Lien Sharing and Priority Confirmation to the 
Collateral Trustee and each Secured Debt Representative at the time of 
incurrence of such Series of Junior Lien Debt.

Section 10.03 Security Documents.

        (a) The due and punctual payment of the principal of, premium on, if 
any, and interest, on, the Notes when and as the same shall be due and payable, 
whether on an interest payment date, at maturity, by acceleration, repurchase, 
redemption or otherwise, and interest on the overdue principal of, premium on, 
if any, and interest (to the extent permitted by law), on the Notes and 
performance of all other obligations of the Company to the Holders of Notes or 
the Trustee under this Indenture and the Notes (including, without 
limitation, the Note Guarantees), according to the terms hereunder or 
thereunder, are secured as provided in the applicable Security Documents which 
the Company has entered into simultaneously with the execution of this 
Indenture.  Each Holder of Notes, by its acceptance thereof, consents and 
agrees to the terms of any applicable Security Documents (including, without 
limitation, the provisions providing for foreclosure and release of Collateral) 
as the same may be in effect or may be amended from time to time in accordance 
with its terms and authorizes and directs the Collateral Trustee to enter into 
the Pledge Agreements, the Collateral Trust Agreement and any other applicable 
Security Documents and to perform its obligations and exercise its rights 
thereunder in accordance therewith.  The Company will deliver to the Trustee 
copies of all documents delivered to the Collateral Trustee pursuant to the 
Security Documents, and will do or cause to be done all such acts and things as 
may be necessary or proper, or as may be required by the provisions of the 
Security Documents, to assure and confirm to the Trustee and the Collateral 
Trustee the security interest in the Collateral contemplated hereby, by the 
Security Documents or any part thereof, as from time to time constituted, so as 
to render the same available for the security and benefit of this Indenture and 
of the Notes secured hereby, according to the intent and purposes herein 
expressed.  The Company will take, and will cause its Subsidiaries to take, 
upon request of the Trustee, any and all actions reasonably required to cause 
the Security Documents to create and maintain, as security for the Obligations 
of the Company hereunder, a valid and enforceable perfected second-priority 
Lien in and on all the Collateral, in favor of the Collateral Trustee for the 
benefit of the Holders of Notes, superior to and prior to the rights of all 
third Persons and subject to no Liens other than Priority Liens and Permitted 
Prior Liens.


<PAGE> 92

        (b) The Company and each of the Guarantors agrees to perform their 
respective obligations under the Security Documents, as the same may in effect 
from time to time, in accordance with the terms thereof.  

Section 10.04 Release of Collateral.

        (a) The Collateral Trustee's Liens upon the Collateral will no longer 
secure the Notes outstanding under this Indenture or any other Obligations 
under this Indenture, and the right of the Holders of the Notes and such 
Obligations to the benefits and proceeds of the Collateral Trustee's Liens on 
the Collateral will terminate and be discharged:

        (1) upon satisfaction and discharge of this Indenture in accordance 
with the provisions set forth in Article 12;

        (2) upon a Legal Defeasance or Covenant Defeasance of the Notes in 
accordance with the provisions set forth in Article 8;

        (3) upon payment in full and discharge of all Notes outstanding under 
this Indenture and all Obligations that are outstanding, due and payable under 
this Indenture at the time the Notes are paid in full and discharged; or 

        (4) in whole or in part, with the consent of the Holders of the 
requisite percentage of Notes in accordance with the provisions set forth in 
Article 9.

        (b) The Collateral Trustee's Liens upon the Collateral will be released 
upon the terms and subject to the conditions set forth in Section 4.1 of the 
Collateral Trust Agreement.

Section 10.05 Certificates of the Company.

        (a) The Company will furnish to the Trustee and the Collateral Trustee, 
prior to each proposed release of Collateral pursuant to an Asset Sale, an 
Officers' Certificate, to the effect that such proposed release of Collateral 
is in compliance with the terms of the Note Documents.  The Trustee may, to the 
extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive 
evidence of compliance with the foregoing provision the appropriate statements 
contained in such Officers' Certificate.

        (b) The Company will furnish to the Trustee and the Collateral Trustee, 
prior to each proposed release of Collateral from the Collateral Proceeds 
Account, an Officers' Certificate and an Opinion of Counsel, which may be 
rendered by internal counsel to the Company, to the effect that such proposed 
release of Collateral is in compliance with the terms of the Note Documents.  
The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, 
accept as conclusive evidence of compliance with the foregoing provision the 
appropriate statements contained in such documents.

Section 10.06 Authorization of Actions to Be Taken by the Trustee Under the 
Security Documents.

        Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee 
may (but without any obligation to do so), in its sole discretion and without 
the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, 
the Collateral Trustee to, take all actions it deems necessary or appropriate 
in order to:


<PAGE> 93

        (1) enforce any of the terms of the Security Documents; and 

        (2) collect and receive any and all amounts payable in respect of the 
Obligations of the Company hereunder.

        The Trustee will have power (but without any obligation) to institute 
and maintain such suits and proceedings as it may deem expedient to prevent any 
impairment of the Collateral by any acts that may be unlawful or in violation 
of the Security Documents or this Indenture, and such suits and proceedings as 
the Trustee may deem expedient to preserve or protect its interests and the 
interests of the Holders of Notes in the Collateral (including power to 
institute and maintain suits or proceedings to restrain the enforcement of or 
compliance with any legislative or other governmental enactment, rule or order 
that may be unconstitutional or otherwise invalid if the enforcement of, or 
compliance with, such enactment, rule or order would impair the security 
interest hereunder or be prejudicial to the interests of the Holders of Notes 
or of the Trustee).

Section 10.07 Authorization of Receipt of Funds by the Trustee Under the 
Security Documents.

        The Trustee is authorized to receive any funds for the benefit of the 
Holders of Notes distributed under the Security Documents, and to make further 
distributions of such funds to the Holders of Notes according to the provisions 
of this Indenture.

Section 10.08 Termination of Security Interest.

        Upon the full and final payment and performance of all Obligations of 
the Company under this Indenture and the Notes or upon Legal Defeasance, 
Covenant Defeasance or satisfaction and discharge of this Indenture in 
accordance with Article 8 or Article 12 hereof, the Trustee will, at the 
request of the Company, deliver a certificate to the Collateral Trustee stating 
that such Obligations have been paid in full, and instruct the Collateral 
Trustee to release the Liens pursuant to this Indenture and the Security 
Documents.

Section 10.09 Further Assurances; Insurance.

        (a) The Company and each of the Guarantors shall do or cause to be done 
all acts and things that may be required, or that the Collateral Trustee from 
time to time may reasonably request, to assure and confirm that the Collateral 
Trustee holds, for the benefit of the holders of Secured Obligations, duly 
created and enforceable and perfected Liens upon the Collateral (including any 
property or assets that are acquired or otherwise become Collateral after the 
Notes are issued), in each case, as contemplated by, and with the Lien priority 
required under, the Secured Debt Documents.

        (b) Upon the reasonable request of the Collateral Trustee or any 
Secured Debt Representative at any time and from time to time, the Company and 
each of the Guarantors will promptly execute, acknowledge and deliver such 
additional Security Documents, instruments, certificates, notices and other 
documents, and take such other actions as may be reasonably required, or that 
the Collateral Trustee may reasonably request, to create, perfect, protect, 
assure or enforce the Liens and benefits intended to be conferred thereby, in 
each case as contemplated by the Secured Debt Documents for the benefit of the 
holders of Secured Obligations.


<PAGE> 94

        (c) The Company and the Guarantors will (1) keep their properties 
adequately insured at all times by financially sound and reputable insurers; 
(2) maintain such other insurance, to such extent and against such risks (and 
with such deductibles, retentions and exclusions), including fire and other 
risks insured against by extended coverage, as is customary with companies in 
the same or similar businesses operating in the same or similar locations, 
including public liability insurance against claims for personal injury or 
death or property damage occurring upon, in, about or in connection with the 
use of any properties owned, occupied or controlled by them; (3) maintain such 
other insurance as may be required by law; and (4) maintain such other 
insurance as may be required by the Security Documents.

        (d) Upon the request of the Collateral Trustee, the Company and the 
Guarantors will furnish to the Collateral Trustee full information as to their 
property and liability insurance carriers.  Holders of Secured Obligations, as 
a class, shall be named as additional insureds on such insurance policies of 
the Company and the Guarantors as are required by the Collateral Trust 
Agreement, and the Collateral Trustee shall be named as loss payee as its 
interests may appear, with 30 days' notice of cancellation or material change, 
on all property and casualty insurance policies of the Company and the 
Guarantors.

Section 10.10 Relative Rights.

        Nothing in the Note Documents shall:

(1)   (a) impair, as between the Company and the Holders of the Notes, the 
obligation of the Company to pay principal, premium, if any, and interest on 
the Notes in accordance with their terms or any other obligation of the Company 
or any Guarantor under the Note Documents for the Notes or (b) impair, as 
between the Company and the Holders of the First Lien Notes, the obligation of 
the Company to pay principal, premium, if any, and interest on the First Lien 
Notes at the Stated Maturity thereof in accordance with their terms (but other 
obligations of the Company and the Guarantors under the Note Documents for the 
First Lien Notes may be impaired by the Note Documents for the Notes);

(2)   affect the relative rights of holders of Notes as against any other 
creditors of the Company or any Guarantor (other than holders of Priority 
Liens, Junior Liens, Permitted ABL Liens or Permitted Prior Liens);

(3)   restrict the right of any Holder of Notes to sue for payments that are 
then due and owing (but not enforce any judgment in respect thereof against any 
Collateral to the extent specifically prohibited by the provisions of the 
Collateral Trust Agreement);

(4)   restrict or prevent any Holder of Notes or other Secured Obligations, the 
Collateral Trustee or any other person from exercising any of its rights or 
remedies upon a Default or Event of Default not specifically restricted or 
prohibited by the Collateral Trust Agreement; or

(5)   restrict or prevent any holder of Notes or other Secured Obligations, the 
Trustee, the Collateral Trustee or any other person from taking any lawful 
action in an insolvency or liquidation proceeding not specifically restricted 
or prohibited by the Collateral Trust Agreement.


<PAGE> 95

                                     ARTICLE 11 
                                   NOTE GUARANTEES

Section 11.01 Guarantee. 

        (a) Subject to this Article 11, each of the Guarantors hereby, jointly 
and severally, unconditionally guarantees to each Holder of a Note 
authenticated and delivered by the Trustee and to the Trustee and its 
successors and assigns, irrespective of the validity and enforceability of 
this Indenture, the Notes or the obligations of the Company hereunder or 
thereunder, that:

        (1)  the principal of, premium on, if any, and interest, on, the Notes 
will be promptly paid in full when due, whether at maturity, by acceleration, 
redemption or otherwise, and interest on the overdue principal of, premium on, 
if any, interest, if any, on, the Notes, if lawful, and all other obligations 
of the Company to the Holders or the Trustee hereunder or thereunder will be 
promptly paid in full or performed, all in accordance with the terms hereof 
and thereof; and 

        (2) in case of any extension of time of payment or renewal of any Notes 
or any of such other obligations, that same will be promptly paid in full when 
due or performed in accordance with the terms of the extension or renewal, 
whether at stated maturity, by acceleration or otherwise.

        Failing payment when due of any amount so guaranteed or any performance 
so guaranteed for whatever reason, the Guarantors will be jointly and severally 
obligated to pay the same immediately.  Each Guarantor agrees that this is a 
guarantee of payment and not a guarantee of collection.

        (b) The Guarantors hereby agree that their obligations hereunder are 
unconditional, irrespective of the validity, regularity or enforceability of 
the Notes or this Indenture, the absence of any action to enforce the same, any 
waiver or consent by any Holder of the Notes with respect to any provisions 
hereof or thereof, the recovery of any judgment against the Company, any action 
to enforce the same or any other circumstance which might otherwise constitute 
a legal or equitable discharge or defense of a guarantor.  Each Guarantor 
hereby waives diligence, presentment, demand of payment, filing of claims with 
a court in the event of insolvency or bankruptcy of the Company, any right to 
require a proceeding first against the Company, protest, notice and all demands 
whatsoever and covenant that this Note Guarantee will not be discharged except 
by complete performance of the obligations contained in the Notes and this 
Indenture.

        (c) If any Holder or the Trustee is required by any court or otherwise 
to return to the Company, the Guarantors or any custodian, trustee, liquidator 
or other similar official acting in relation to either the Company or the 
Guarantors, any amount paid by either to the Trustee or such Holder, this Note 
Guarantee, to the extent theretofore discharged, will be reinstated in full 
force and effect.

        (d) Each Guarantor agrees that it will not be entitled to any right of 
subrogation in relation to the Holders in respect of any obligations guaranteed 
hereby until payment in full of all obligations guaranteed hereby.  Each 
Guarantor further agrees that, as between the Guarantors, on the one hand, and 
the Holders and the Trustee, on the other hand, (1) the maturity of the 
obligations guaranteed hereby may be accelerated as provided in Article 6 
hereof for the purposes of this Note Guarantee, notwithstanding any stay, 
injunction or other prohibition preventing such acceleration in respect of the 
obligations guaranteed hereby, and (2) in the event of any declaration of 
acceleration of such obligations as provided in Article 6 hereof, such 
obligations (whether or not due and payable) will forthwith become due and 
payable by the Guarantors for the purpose of this Note Guarantee.  The 
Guarantors will have the right to seek contribution from any non-paying 
Guarantor so long as the exercise of such right does not impair the rights of 
the Holders under the Note Guarantee.


<PAGE> 96

Section 11.02 Limitation on Guarantor Liability.

        Each Guarantor, and by its acceptance of Notes, each Holder, hereby 
confirms that it is the intention of all such parties that the Note Guarantee 
of such Guarantor not constitute a fraudulent transfer or conveyance for 
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform 
Fraudulent Transfer Act or any similar federal or state law to the extent 
applicable to any Note Guarantee.  To effectuate the foregoing intention, the 
Trustee, the Holders and the Guarantors hereby irrevocably agree that the 
obligations of such Guarantor will be limited to the maximum amount that will, 
after giving effect to such maximum amount and all other contingent and fixed 
liabilities of such Guarantor that are relevant under such laws, and after 
giving effect to any collections from, rights to receive contribution from or 
payments made by or on behalf of any other Guarantor in respect of the 
obligations of such other Guarantor under this Article 11, result in the 
obligations of such Guarantor under its Note Guarantee not constituting a 
fraudulent transfer or conveyance.

Section 11.03 Execution and Delivery of Note Guarantee.

        To evidence its Note Guarantee set forth in Section 11.01 hereof, each 
Guarantor hereby agrees that a notation of such Note Guarantee substantially in 
the form attached as Exhibit E hereto will be endorsed by an Officer of such 
Guarantor on each Note authenticated and delivered by the Trustee and that this 
Indenture will be executed on behalf of such Guarantor by one of its Officers.

        Each Guarantor hereby agrees that its Note Guarantee set forth in 
Section 11.01 hereof will remain in full force and effect notwithstanding any 
failure to endorse on each Note a notation of such Note Guarantee.

        If an Officer whose signature is on this Indenture or on the Note 
Guarantee no longer holds that office at the time the Trustee authenticates the 
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid 
nevertheless.

        The delivery of any Note by the Trustee, after the authentication 
thereof hereunder, will constitute due delivery of the Note Guarantee set 
forth in this Indenture on behalf of the Guarantors.

        In the event that the Company or any of its Restricted Subsidiaries 
creates or acquires any Material Domestic Subsidiary after the date of this 
Indenture, if required by Section 4.16 hereof, the Company will cause such 
Material Domestic Subsidiary to comply with the provisions of Section 4.16 
hereof and this Article 11, to the extent applicable.

Section 11.04 Guarantors May Consolidate, etc., on Certain Terms.

        Except as otherwise provided in Section 11.05 hereof, no Guarantor may 
sell or otherwise dispose of all or substantially all of its assets to, or 
consolidate with or merge with or into (whether or not such Guarantor is the 
surviving Person) another Person, other than the Company or another Guarantor, 
unless:

        (1) immediately after giving effect to such transaction, no Default or 
Event of Default exists; and

        (2) either:


<PAGE> 97

                (a) subject to Section 11.05 hereof, the Person acquiring the 
property in any such sale or disposition or the Person formed by or surviving 
any such consolidation or merger (if other than the Guarantor or the Company) 
unconditionally assumes all the obligations of that Guarantor under its Note 
Guarantee, this Indenture and the Collateral Trust Agreement, pursuant to a 
supplemental indenture and appropriate Security Documents in form and substance 
reasonably satisfactory to the Trustee; or

                (b) the Net Proceeds of such sale or other disposition are 
applied in accordance with the applicable provisions of this Indenture, 
including without limitation, Section 4.10 hereof.

        In case of any such consolidation, merger, sale or conveyance and upon 
the assumption by the successor Person, by supplemental indenture, executed and 
delivered to the Trustee and satisfactory in form to the Trustee, of the Note 
Guarantee endorsed upon the Notes and the due and punctual performance of all 
of the covenants and conditions of this Indenture to be performed by the 
Guarantor, such successor Person will succeed to and be substituted for the 
Guarantor with the same effect as if it had been named herein as a Guarantor.  
Such successor Person thereupon may cause to be signed any or all of the Note 
Guarantees to be endorsed upon all of the Notes issuable hereunder which 
theretofore shall not have been signed by the Company and delivered to the 
Trustee.  All the Note Guarantees so issued will in all respects have the same 
legal rank and benefit under this Indenture as the Note Guarantees theretofore 
and thereafter issued in accordance with the terms of this Indenture as though 
all of such Note Guarantees had been issued at the date of the execution hereof.

        Except as set forth in Articles 4 and 5 hereof, and notwithstanding 
clauses 2(a) and (b) above, nothing contained in this Indenture or in any of 
the Notes will prevent any consolidation or merger of a Guarantor with or into 
the Company or another Guarantor, or will prevent any sale or conveyance of the 
property of a Guarantor as an entirety or substantially as an entirety to the 
Company or another Guarantor.

Section 11.05 Releases.

        (a) The Note Guarantee of a Guarantor will be released:

        (1) in connection with any sale or other disposition of all or 
substantially all of the assets of any Guarantor, by way of merger, 
consolidation or otherwise, to a Person that is not (either before or after 
giving effect to such transaction) the Company or a Restricted Subsidiary of 
the Company, if the sale or other disposition does not violate Section 4.10 
hereof;

        (2) in connection with any sale or other disposition of Capital Stock 
of any Guarantor to a Person that is not (either before or after giving effect 
to such transaction) the Company or a Restricted Subsidiary of the Company if 
the sale or other disposition does not violate Section 4.10 hereof and such 
Guarantor ceases to be a Restricted Subsidiary of the Company as a result of 
the sale or other disposition;

        (3) upon designation of any Restricted Subsidiary that is a Guarantor 
as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or

        (4) upon Legal Defeasance or Covenant Defeasance in accordance with 
Article 8 hereof or satisfaction and discharge of this Indenture in accordance 
with Article 12 hereof.

        (b) Upon delivery by the Company to the Trustee of an Officers' 
Certificate and an Opinion of Counsel to the effect that such sale or other 
disposition was made by the Company in accordance with the provisions of this 
Indenture, including without limitation Section 4.10 hereof, the Trustee will 
execute any documents reasonably required in order to evidence the release of 
any Guarantor from its obligations under its Note Guarantee.


<PAGE> 98

        (c) Any Guarantor not released from its obligations under its Note 
Guarantee as provided in this Section 11.05 will remain liable for the full 
amount of principal of, premium on, if any, and interest on, the Notes and for 
the other obligations of any Guarantor under this Indenture as provided in this 
Article 11.


                                 ARTICLE 12 
                         SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge.

        This Indenture will be discharged and will cease to be of further 
effect as to all Notes issued hereunder, when:

        (1) all Notes that have been authenticated, except lost, stolen or 
destroyed Notes that have been replaced or paid and Notes for whose payment 
money has been deposited in trust and thereafter repaid to the Company, have 
been delivered to the Trustee for cancellation; or

        (2) 
                (a) all Notes that have not been delivered to the Trustee for 
cancellation have become due and payable by reason of the mailing of a notice 
of redemption or otherwise or will become due and payable within one year and 
the Company or any Guarantor has irrevocably deposited or caused to be 
deposited with the Trustee as trust funds in trust solely for the benefit of 
the Holders, cash in U.S. dollars, non-callable Government Securities, or a 
combination thereof, in such amounts as will be sufficient, without 
consideration of any reinvestment of interest, to pay and discharge the entire 
Indebtedness on the Notes not delivered to the Trustee for cancellation for 
principal, premium, if any, and accrued interest, if any, to the date of 
maturity or redemption;

                (b) no Default or Event of Default has occurred and is 
continuing on the date of the deposit (other than a Default or Event of Default 
resulting from the borrowing of funds to be applied to such deposit and the 
granting of Liens in connection therewith) and the deposit will not result in a 
breach or violation of, or constitute a default under, any other instrument to 
which the Company or any Guarantor is a party or by which the Company or any 
Guarantor is bound (other than a Default or Event of Default resulting from the 
borrowing of funds to be applied to such deposit and the granting of Liens in 
connection therewith);

                (c) the Company or any Guarantor has paid or caused to be paid 
all sums payable by it under this Indenture; and

                (d) the Company has delivered irrevocable instructions to the 
Trustee under this Indenture to apply the deposited money toward the payment of 
the Notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion 
of Counsel to the Trustee stating that all conditions precedent to satisfaction 
and discharge have been satisfied.


<PAGE> 99

        Notwithstanding the satisfaction and discharge of this Indenture, if 
money has been deposited with the Trustee pursuant to subclause (b) of clause 
(1) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof 
will survive.  In addition, nothing in this Section 12.01 will be deemed to 
discharge those provisions of Section 7.07 hereof, that, by their terms, 
survive the satisfaction and discharge of this Indenture.

Section 12.02  Application of Trust Money.

        Subject to the provisions of Section 8.06 hereof, all money deposited 
with the Trustee pursuant to Section 12.01 hereof shall be held in trust and 
applied by it, in accordance with the provisions of the Notes and this 
Indenture, to the payment, either directly or through any Paying Agent 
(including the Company acting as its own Paying Agent) as the Trustee may 
determine, to the Persons entitled thereto, of the principal, premium, if any, 
interest, if any, for whose payment such money has been deposited with the 
Trustee; but such money need not be segregated from other funds except to the 
extent required by law.

        If the Trustee or Paying Agent is unable to apply any money or 
Government Securities in accordance with Section 12.01 hereof by reason of any 
legal proceeding or by reason of any order or judgment of any court or 
governmental authority enjoining, restraining or otherwise prohibiting such 
application, the Company's and any Guarantor's obligations under this Indenture 
and the Notes shall be revived and reinstated as though no deposit had occurred 
pursuant to Section 12.01 hereof; provided that if the Company has made any 
payment of principal of, premium on, if any, interest, if any, on, any Notes 
because of the reinstatement of its obligations, the Company shall be 
subrogated to the rights of the Holders of such Notes to receive such payment
 from the money or Government Securities held by the Trustee or Paying Agent.


                                 ARTICLE 13 
                               MISCELLANEOUS

Section 13.01 [Intentionally Omitted.]

Section 13.02 Notices.

        Any notice or communication by the Company, any Guarantor or the 
Trustee to the others is duly given if in writing and delivered in Person or 
by first class mail (registered or certified, return receipt requested), 
facsimile transmission or overnight air courier guaranteeing next day delivery, 
to the others' address:

If to the Company and/or any Guarantor:

Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424
Facsimile No.:  (215) 986-0622
Attention:  Treasurer

With a copy to:

Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424
Facsimile No.:  (215) 986-0624
Attention:  General Counsel


<PAGE> 100

If to the Trustee:
Deutsche Bank Trust Company Americas
Trust & Securities Services
60 Wall Street, MS-NYC60-2710
New York, New York 10005
Attention:  Corporates Team Deal Manager - Unisys
Telephone No.: (908) 608-3191
Facsimile No.:  (732) 578-4635

With a copy to:

Deutsche Bank Trust Company Americas
c/o Deutsche Bank National Trust Company
Trust & Securities Services
25 Deforest Avenue, MS SUM01-0105
Summit, New Jersey 07901
Attention:  Corporates Team Deal Manager - Unisys
Telephone No.: (908) 608-3191
Facsimile No.:  (732) 578-4635

        The Company, any Guarantor or the Trustee, by notice to the others, may 
designate additional or different addresses for subsequent notices or 
communications.

        All notices and communications (other than those sent to Holders) will 
be deemed to have been duly given: at the time delivered by hand, if personally 
delivered; five Business Days after being deposited in the mail, postage 
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and 
the next Business Day after timely delivery to the courier, if sent by o
vernight air courier guaranteeing next day delivery.

        Any notice or communication to a Holder will be mailed by first class 
mail, certified or registered, return receipt requested, or by overnight air 
courier guaranteeing next day delivery to its address shown on the register 
kept by the Registrar.  Failure to mail a notice or communication to a Holder 
or any defect in it will not affect its sufficiency with respect to other 
Holders.

        If a notice or communication is mailed in the manner provided above 
within the time prescribed, it is duly given, whether or not the addressee 
receives it.

        If the Company mails a notice or communication to Holders, it will 
mail a copy to the Trustee and each Agent at the same time.

Section 13.03  Communication by Holders of Notes with Other Holders of Notes.

        Holders may communicate with other Holders with respect to their rights 
under this Indenture or the Notes.  

Section 13.04  Certificate and Opinion as to Conditions Precedent.

        Upon any request or application by the Company to the Trustee to take 
any action under this Indenture, the Company shall furnish to the Trustee:


<PAGE> 101

        (1) an Officers' Certificate in form and substance reasonably 
satisfactory to the Trustee (which must include the statements set forth in 
Section 13.05 hereof) stating that, in the opinion of the signers, all 
conditions precedent and covenants, if any, provided for in this Indenture 
relating to the proposed action have been satisfied; and

        (2) an Opinion of Counsel in form and substance reasonably satisfactory 
to the Trustee (which must include the statements set forth in Section 13.05 
hereof) stating that, in the opinion of such counsel, all such conditions 
precedent and covenants have been satisfied.

Section 13.05  Statements Required in Certificate or Opinion.

        Each certificate or opinion with respect to compliance with a condition 
or covenant provided for in this Indenture must include:

        (1) a statement that the Person making such certificate or opinion has 
read such covenant or condition;

        (2) a brief statement as to the nature and scope of the examination or 
investigation upon which the statements or opinions contained in such 
certificate or opinion are based;

        (3) a statement that, in the opinion of such Person, he or she has made 
such examination or investigation as is necessary to enable him or her to 
express an informed opinion as to whether or not such covenant or condition has 
been satisfied; and

        (4) a statement as to whether or not, in the opinion of such Person, 
such condition or covenant has been satisfied.

Section 13.06 Rules by Trustee and Agents.

        The Trustee may make reasonable rules for action by or at a meeting of 
Holders.  The Registrar or Paying Agent may make reasonable rules and set 
reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and 
Stockholders.

        No director, officer, employee, incorporator or stockholder of the 
Company or any Guarantor, as such, will have any liability for any obligations 
of the Company or the Guarantors under the Notes, this Indenture, the Note 
Guarantees, the Note Documents or for any claim based on, in respect of, or by 
reason of, such obligations or their creation.  Each Holder of Notes by 
accepting a Note waives and releases all such liability.  The waiver and 
release are part of the consideration for issuance of the Notes.  

Section 13.08 Governing Law.

        THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO 
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

Section 13.09 No Adverse Interpretation of Other Agreements.

        This Indenture may not be used to interpret any other indenture, loan 
or debt agreement of the Company or its Subsidiaries or of any other Person.  
Any such indenture, loan or debt agreement may not be used to interpret this 
Indenture.


<PAGE> 102

Section 13.10 Patriot Act.

        The parties hereto acknowledge that in accordance with Section 326 of 
the USA Patriot Act the Trustee, like all financial institutions, is required 
to obtain, verify, and record information that identifies each person or legal 
entity that establishes a relationship or opens an account with Deutsche Bank 
Trust Company Americas.  The parties to this Agreement agree that they will 
provide the Trustee with such information as it may request in order for the 
Trustee to satisfy the requirements of the USA Patriot Act.

Section 13.11 Successors.

        All agreements of the Company in this Indenture and the Notes will bind 
its successors.  All agreements of the Trustee in this Indenture will bind its 
successors.  All agreements of each Guarantor in this Indenture will bind its 
successors, except as otherwise provided in Section 11.05 hereof.

Section 13.12 Severability.

        In case any provision in this Indenture or in the Notes is invalid, 
illegal or unenforceable, the validity, legality and enforceability of the 
remaining provisions will not in any way be affected or impaired thereby.

Section 13.13 Counterpart Originals.

        The parties may sign any number of copies of this Indenture.  Each 
signed copy will be an original, but all of them together represent the same 
agreement.

Section 13.14 Table of Contents, Headings, etc.

        The Table of Contents, Cross-Reference Table and Headings of the 
Articles and Sections of this Indenture have been inserted for convenience of 
reference only, are not to be considered a part of this Indenture and will in 
no way modify or restrict any of the terms or provisions hereof.


[Signatures on following page]


<PAGE>

SIGNATURES
Dated as of July 31, 2009

UNISYS CORPORATION 


By: /s/ Scott A. Battersby
    ---------------------
    Name: Scott A. Battersby 
    Title: Vice President and Treasurer


CONVERGENT, INC.


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Assistant Treasurer


UNISYS AFRICA HOLDING, INC.


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Assistant Treasurer


UNISYS AP INVESTMENT COMPANY I


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Assistant Treasurer


UNISYS CHINA LIMITED 


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer

UNISYS DE CENTRO AMERICA, S.A.

By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer

UNISYS DE COLOMBIA, S.A.

By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer

UNISYS DEL PERU L.L.C.

By: Unisys Holding Corporation, as its sole member


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Assistant Treasurer

UNISYS HOLDING CORPORATION

By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Assistant Treasurer

UNISYS ITEM PROCESSING SERVICES L.L.C.

By: Unisys Corporation, as its sole member


By: /s/ Scott A. Battersby
    ---------------------
    Name: Scott A. Battersby 
    Title: Vice President and Treasurer

UNISYS JAPAN, LTD.


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer

UNISYS NPL, INC.

By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Assistant Treasurer


UNISYS PHILIPPINES LIMITED 


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Assistant Treasurer


UNISYS PUERTO RICO, INC.


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer

UNISYS PULSEPOINT COMMUNICATIONS


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer


UNISYS SOUTH AMERICA L.L.C.

By: Unisys Holding Corporation, as its sole member


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Assistant Treasurer


UNISYS SUDAMERICANA CORPORATION

By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer


UNISYS SUDAMERICANA LTDA.


By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer


UNISYS TECHNICAL SERVICES L.L.C.

By: Unisys Corporation, as its sole member


By: /s/ Scott A. Battersby
    ---------------------
    Name: Scott A. Battersby 
    Title: Vice President and Treasurer


UNISYS WORLD SERVICES, INC. 

By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer

UNISYS WORLD TRADE, INC.

By: /s/ Edward A. Sarkisian
    -----------------------
    Name: Edward A. Sarkisian 
    Title: Vice President and Treasurer

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee

By: Deutsche Bank National Trust Company
By: /s/ Cynthia J. Powell
    ---------------------
    Name: Cynthia J. Powell 
    Title: Vice President

By: /s/ Irina Golovashchuk
    ----------------------
    Name: Irina Golovashchuk 
    Title: Assistant Vice President



<PAGE>

                              [Face of Note]

[Insert the Original Issue Discount Legend here, if applicable.]

CUSIP No. ____________

ISIN No. ____________


                  14 1/4% Senior Secured Notes due 2015

No. ___                                                         $____________


                           UNISYS CORPORATION

promises to pay to ______________________________ or registered assigns, 
the principal sum of __________________________________________________ DOLLARS 
on September 15, 2015.

Interest Payment Dates:  March 15 and September 15

Record Dates:  March 1 and September 1




IN WITNESS WHEREOF, UNISYS CORPORATION has caused this instrument to be duly 
executed.

        
Dated:  _____________, ____
        
UNISYS CORPORATION

By:  __________________________
Name: 
Title:   


This is one of the Notes referred to
in the within-mentioned Indenture:

DEUTSCHE BANK TRUST COMPANY AMERICAS,
  as Trustee

By: DEUTSCHE BANK NATIONAL TRUST COMPANY

By:  ____________________________
     Authorized Signatory

                               [Back of Note]
                    14 1/4% Senior Secured Notes due 2015

[Insert the Global Note Legend, if applicable pursuant to the provisions of the 
Indenture] 

[Insert the Private Placement Legend, if applicable pursuant to the provisions 
of the Indenture]

        Capitalized terms used herein have the meanings assigned to them in 
the Indenture referred to below unless otherwise indicated.

        (1) INTEREST.  Unisys Corporation, a Delaware corporation (the 
"Company"), promises to pay or cause to be paid interest on the principal amount
of this Note at 14 1/4% per annum from ________________, 20[  ] until maturity.
The Company will pay interest semi-annually in arrears on March 15 and September
15 of each year, or if any such day is not a Business Day, on the next 
succeeding Business Day (each, an "Interest Payment Date").  Interest on the 
Notes will accrue from the most recent date to which interest has been paid 
or, if no interest has been paid, from the date of issuance; provided if this 
Note is authenticated between a record date referred to on the face hereof and 
the next succeeding Interest Payment Date, interest shall accrue from such 
next succeeding Interest Payment Date; provided further that the first Interest 
Payment Date shall be ________________, 20[  ].

        Interest will be computed on the basis of a 360-day year comprised of 
twelve 30-day months.

        (2) METHOD OF PAYMENT.  The Company will pay interest on the Notes 
(except defaulted interest) to the Persons who are registered Holders of Notes 
at the close of business on the March 1 or September 1 next preceding the 
Interest Payment Date, even if such Notes are canceled after such record date 
and on or before such Interest Payment Date, except as provided in Section 2.12 
of the Indenture with respect to defaulted interest.  The Notes will be payable 
as to principal, premium, if any, or interest at the office or agency of the 
Paying Agent and Registrar within the City and State of New York, or, at the 
option of the Company, payment of interest may be made by check mailed to the 
Holders at their addresses set forth in the register of Holders; provided that 
payment by wire transfer of immediately available funds will be required with 
respect to principal of and interest, or premium, if any, on, all Global Notes 
and all other Notes the Holders of which will have provided wire transfer 
instructions to the Company or the Paying Agent.  Such payment will be in such 
coin or currency of the United States of America as at the time of payment is 
legal tender for payment of public and private debts.

        (3) PAYING AGENT AND REGISTRAR.  Initially, Deutsche Bank Trust Company 
Americas, the Trustee under the Indenture, will act as Paying Agent and 
Registrar.  The Company may change the Paying Agent or Registrar without prior 
notice to the Holders of the Notes.  The Company or any of its Subsidiaries may 
act as Paying Agent or Registrar.

        (4) INDENTURE AND SECURITY AGREEMENTS.  The Company issued the Notes 
under an Indenture dated as of July 31, 2009 (the "Indenture") among the 
Company, the Guarantors and the Trustee.  The terms of the Notes include those 
stated in the Indenture.  The Notes are subject to all such terms, and Holders 
are referred to the Indenture for a statement of such terms.  To the extent any 
provision of this Note conflicts with the express provisions of the Indenture, 
the provisions of the Indenture shall govern and be controlling.  The Notes are 
secured obligations of the Company.  The Notes are secured by a pledge on the 
Collateral pursuant to the Security Documents. The Indenture does not limit the 
aggregate principal amount of Notes that may be issued thereunder.

        (5) OPTIONAL REDEMPTION.

                (a)     At any time prior to September 15, 2012, the Company 
may on any one or more occasions redeem up to 35% of the aggregate principal 
amount of Notes issued under the Indenture, upon not less than 30 nor more than 
60 days' notice, at a redemption price equal to 114.250% of the principal 
amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the 
date of redemption (subject to the rights of Holders of Notes on the relevant 
record date to receive interest on the relevant Interest Payment Date), with
 the net cash proceeds from one or more Equity Offerings by the Company; 
provided that: 

        (A) at least 65% of the aggregate principal amount of Initial Notes 
(excluding Notes held by the Company and its Subsidiaries) remains outstanding 
immediately after the occurrence of such redemption; and 

        (B) the redemption occurs within 90 days of the date of the closing of 
such Equity Offering.

                (b)     At any time prior to September 15, 2012, the Company 
may on any one or more occasions redeem all or a part of the Notes, upon not 
less than 30 nor more than 60 days' notice, at a redemption price equal to 100% 
of the principal amount of the Notes redeemed, plus the Applicable Premium as 
of, and accrued and unpaid interest, if any, to, the applicable date of 
redemption, subject to the rights of Holders of Notes on the relevant record 
date to receive interest due on the relevant Interest Payment Date.

                (c)     Except pursuant to the preceding paragraphs, the Notes 
will not be redeemable at the Company's option prior to September 15, 2012.

                (d)     On or after September 15, 2012, the Company may on any 
one or more occasions redeem all or a part of the Notes, upon not less than 30 
nor more than 60 days' notice, at the redemption prices (expressed as 
percentages of principal amount) set forth below, plus accrued and unpaid 
interest, if any, on the Notes redeemed, to the applicable date of redemption, 
if redeemed during the twelve-month period beginning on September 15 of the 
years indicated below, subject to the rights of Holders of Notes on the 
relevant record date to receive interest on the relevant Interest Payment Date:

Year                                                               Percentage
----                                                               ----------
2012                                                                107.1250%
2013                                                                103.5625%
2014 and thereafter                                                  100.000%

Unless the Company defaults in the payment of the redemption price, interest 
will cease to accrue on the Notes or portions thereof called for redemption on 
the applicable redemption date.

        (6) MANDATORY REDEMPTION.  The Company is not required to make 
mandatory redemption or sinking fund payments with respect to the Notes.

        (7) REPURCHASE AT THE OPTION OF HOLDER. The Indenture provides that 
upon the occurrence of a Change of Control or an Asset Sale and subject to 
further limitations contained therein, the Company shall make an offer to 
purchase outstanding Notes in accordance with the procedures set forth in the 
Indenture.

        (8) NOTICE OF REDEMPTION.  At least 30 days but not more than 60 days 
before a redemption date, the Company will mail or cause to be mailed, by first 
class mail, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address, except that redemption notices may be mailed more 
than 60 days prior to a redemption date if the notice is issued in connection 
with a defeasance of the Notes or a satisfaction and discharge of the Indenture 
pursuant to Articles 8 or 12 thereof.  Notes and portions of Notes selected 
will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; 
except that if all of the Notes of a Holder are to be redeemed or purchased, 
the entire outstanding amount of Notes held by such Holder shall be redeemed or 
purchased.

        (9) DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered 
form without coupons in denominations of $2,000 and integral multiples of 
$1,000 in excess thereof.  The transfer of Notes may be registered and Notes 
may be exchanged as provided in the Indenture.  The Registrar and the Trustee 
may require a Holder, among other things, to furnish appropriate endorsements 
and transfer documents and the Company may require a Holder to pay any taxes 
and fees required by law or permitted by the Indenture.  The Company need not 
exchange or register the transfer of any Note or portion of a Note selected 
for redemption, except for the unredeemed portion of any Note being redeemed 
in part.  Also, the Company need not exchange or register the transfer of any 
Notes for a period of 15 days before a selection of Notes to be redeemed or 
during the period between a record date and the next succeeding Interest 
Payment Date.

        (10) PERSONS DEEMED OWNERS.  The registered Holder of a Note may be 
treated as the owner of it for all purposes. Only registered Holders have 
rights under the Indenture. 

        (11) AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, 
the Indenture, the Notes or the Note Guarantees may be amended or supplemented 
with the consent of the Holders of at least a majority in aggregate principal 
amount of the then outstanding Notes, and any existing Default or Event of 
Default or compliance with any provision of the Indenture or the Notes or the 
Note Guarantees may be waived with the consent of the Holders of a majority in 
aggregate principal amount of the then outstanding Notes.  Without the consent 
of any Holder of Notes, the Indenture, the Notes or the Note Guarantees may be 
amended or supplemented to cure any ambiguity, defect or inconsistency, to 
provide for uncertificated Notes in addition to or in place of certificated 
Notes, to provide for the assumption of the Company's or a Guarantor's 
obligations to Holders of the Notes and Note Guarantees in case of a merger or 
consolidation or sale of all or substantially all of the Company's or such 
Guarantor's assets, as applicable, to make any change that would provide any 
additional rights or benefits to the Holders of the Notes or that does not 
adversely affect the legal rights under the Indenture of any Holder or 
surrender any right or power conferred upon by the Company, to comply with 
the requirements of the SEC in order to effect or maintain the qualification 
of the Indenture under the TIA, to conform the text of the Indenture, the 
Notes, the Note Guarantees or the Security Documents to any provision of the 
"Description of New Secured Notes" section of the Company's Confidential 
Offering Circular and Consent Solicitation Statement dated June 30, 2009, 
relating to the initial offering of the Notes, to the extent that such 
provision in that "Description of New Secured Notes" was intended to be a 
verbatim recitation of a provision of the Indenture, the Notes, the Note 
Guarantees or the Security Documents, which intent may be evidenced by an 
Officers' Certificate to that effect, to provide for the issuance of 
additional notes of the same series in accordance with the limitations set 
forth in the Indenture, to provide for the appointment of a successor trustee 
or collateral trustee, subject to certain conditions, to make, complete, or 
conform any grant of Collateral permitted or required by the Indenture or any 
of the Security Documents or any release, termination or discharge of 
Collateral that becomes effective as set forth in the Indenture or any of 
the Security Documents, or to provide an additional Note Guarantee with respect 
to the Notes or to grant any Lien for the benefit of the Holders of the Notes.

        (12) DEFAULTS AND REMEDIES.  Events of Default include: (i) default for 
30 days in the payment when due of interest on the Notes; (ii) default in the 
payment when due (at maturity, upon redemption or otherwise) of the principal 
of, or premium, if any, on, the Notes, (iii) failure by the Company or any of 
its Restricted Subsidiaries to comply with the provisions of Sections 4.15 or 
5.01 of the Indenture; (iv) failure by the Company or any of its Restricted 
Subsidiaries to comply with the provisions of Section 4.10 of the Indenture for 
30 days after notice to the Company by the Trustee or the Holders of at least 
25% in aggregate principal amount of the Notes then outstanding voting as a 
single class; (v) failure by the Company or any of its Restricted Subsidiaries 
to comply with the provisions of Section 4.03 of the Indenture for 120 days 
after notice to the Company by the Trustee or the Holders of at least 25% in 
aggregate principal amount of the Notes then outstanding voting as a single 
class; (vi) failure by the Company or any of its Restricted Subsidiaries for 60 
days after notice to the Company by the Trustee or the Holders of at least 25% 
in aggregate principal amount of the Notes then outstanding voting as a single 
class to comply with any of the other agreements or covenants in the Indenture;
(vii) default under any mortgage, indenture or instrument under which there may 
be issued or by which there may be secured or evidenced any Indebtedness for 
money borrowed by the Company or any of its Restricted Subsidiaries (or the 
payment of which is guaranteed by the Company or any of its Restricted 
Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created 
after the date of this Indenture, if that default: (a) is caused by a failure 
to pay principal on such Indebtedness at its stated final maturity (after 
giving effect to any applicable grace periods provided in such Indebtedness (a 
"Payment Default"); or (b) results in the acceleration of such Indebtedness 
prior to its express maturity, and, in each case, the principal amount of any 
such Indebtedness, together with the principal amount of any other such 
Indebtedness under which there has been a Payment Default or the maturity of 
which has been so accelerated, aggregates $50.0 million or more; (viii) failure 
by the Company or any of its Significant Subsidiaries to pay final judgments 
with respect to which no appeal may be or has been taken, entered by a court or 
courts of competent jurisdiction aggregating in excess of $50.0 million (net of 
any amounts that a reputable and creditworthy insurance company has 
acknowledged liability for in writing), which judgments are not paid, 
discharged or stayed, for a period of 60 days, and in the event such judgment 
is covered by insurance, an enforcement proceeding has been commenced by any 
creditor upon such judgment or decree which is not promptly stayed; (ix) the 
occurrence of any of the following: (a) any Secured Debt Document is held in 
any judicial proceeding to be unenforceable or invalid or ceases for any reason 
to be in full force and effect, other than in accordance with the terms of the 
relevant Secured Debt Document and the Indenture (provided, that it will not be 
an Event of Default under this clause (a) if the sole result of the failure of 
one or more Security Documents to be fully enforceable is that any Priority 
Lien or Permitted ABL Lien purported to be granted under such Security 
Documents on Collateral ceases to be enforceable or perfected); (b) except as 
permitted by the Indenture, any Junior Lien purported to be granted under any 
Security Document on Collateral, individually or in the aggregate, having a 
Fair Market Value in excess of $50.0 million ceases to be an enforceable and 
perfected second-priority Lien subject only to Priority Liens and Permitted 
Prior Liens; or (c) the Company or any Guarantor, or any Person acting on 
behalf of the Company or any Guarantor, denies or disaffirms, in writing, any 
obligation of the Company or any Guarantor set forth in or arising under any 
Secured Debt Document; (x) certain events of bankruptcy or insolvency with 
respect to the Company or any of its Restricted Subsidiaries that is a 
Significant Subsidiary or any group of Restricted Subsidiaries that, taken 
together, would constitute a Significant Subsidiary; and (xi) except as 
permitted by the Indenture or the indenture governing the First Lien Notes, any 
Note Guarantee is held in any judicial proceeding to be unenforceable or 
invalid or ceases for any reason to be in full force and effect, or any 
Guarantor, or any Person acting on behalf of any Guarantor, denies or 
disaffirms its obligations under its Note Guarantee.  In the case of an Event 
of Default arising from certain events of bankruptcy or insolvency with 
respect to the Company, any Restricted Subsidiary of the Company that is a 
Significant Subsidiary or any group of Restricted Subsidiaries of the Company 
that, taken together, would constitute a Significant Subsidiary, all 
outstanding Notes will become due and payable immediately without further 
action or notice.  If any other Event of Default occurs and is continuing, the 
Trustee or the Holders of at least 25% in aggregate principal amount of the 
then outstanding Notes may declare all the Notes to be due and payable 
immediately; provided that so long as any Indebtedness permitted to be 
incurred pursuant to the Indenture under any bank facility providing for term 
loans or revolving loans shall be outstanding, no such acceleration shall be 
effective until the earlier of (1) the acceleration of such Indebtedness under 
such bank facility or (2) five Business Days after giving of written notice of 
such acceleration to the Company and the administrative agent (or any other 
agent or representative) with respect to such bank facility.  Holders may not 
enforce the Indenture or the Notes except as provided in the Indenture and the 
Collateral Trust Agreement.  Subject to certain limitations, Holders of a 
majority in aggregate principal amount of the then outstanding Notes may 
direct the time, method and place of conducting any proceeding for exercising 
any remedy available to the Trustee or exercising any trust or power conferred 
on it.  The Trustee may withhold from Holders of the Notes notice of any 
continuing Default or Event of Default (except a Default or Event of Default 
relating to the payment of principal, premium, if any, interest, if any) if it 
determines that withholding notice is in their interest.  The Holders of at 
least a majority in aggregate principal amount of the then outstanding Notes 
by written notice to the Trustee may, on behalf of the Holders of all the 
Notes, rescind an acceleration or waive any existing Default or Event of 
Default and its respective consequences under the Indenture, if the rescission 
would not conflict with any judgment or decree and if all existing Events of 
Default have been cured or waived (except a continuing Default or Event of 
Default in the payment of principal of, premium on, if any, interest, if any, 
on, the Notes (including in connection with an offer to purchase)).  The 
Company is required to deliver to the Trustee annually a statement regarding 
compliance with the Indenture, and the Company is required, upon becoming 
aware of any Default or Event of Default, to deliver to the Trustee a 
statement specifying such Default or Event of Default.

        (13) TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or 
any other capacity, may make loans to, accept deposits from, and perform 
services for the Company or its Affiliates, and may otherwise deal with the 
Company or its Affiliates, as if it were not the Trustee.

        (14) NO RECOURSE AGAINST OTHERS.  No director, officer, employee, 
incorporator or stockholder of the Company or any Guarantor, as such, will 
have any liability for any obligations of the Company or the Guarantors under 
the Notes, the Indenture, the Note Guarantees, the Note Documents or for any 
claim based on, in respect of, or by reason of, such obligations or their 
creation.  Each Holder of Notes by accepting a Note waives and releases all 
such liability.  The waiver and release are part of the consideration for 
issuance of the Notes.  

        (15) AUTHENTICATION.  This Note will not be valid until authenticated 
by the manual signature of the Trustee or an authenticating agent.

        (16) ABBREVIATIONS.  Customary abbreviations may be used in the name
 of a Holder or an assignee, such as:  TEN COM (= tenants in common), 
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right 
of survivorship and not as tenants in common), CUST (= Custodian), and 
U/G/M/A (= Uniform Gifts to Minors Act).

        (17) CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the 
Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes, and the Trustee may use 
CUSIP numbers in notices of redemption as a convenience to Holders.  No 
representation is made as to the accuracy of such numbers either as printed 
on the Notes or as contained in any notice of redemption, and reliance may 
be placed only on the other identification numbers placed thereon.

        (18) GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL 
GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.

        The Company will furnish to any Holder upon written request and without 
charge a copy of the Indenture.  Requests may be made to:

Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424
Facsimile No.:  (215) 986-3889
Attention:  Corporate Treasurer

ASSIGNMENT FORM

        To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:  	
	(Insert assignee's legal name)
	
(Insert assignee's soc. sec. or tax I.D. no.)
	
	
	
	
(Print or type assignee's name, address and zip code)
and irrevocably appoint 	
to transfer this Note on the books of the Company.  The agent may substitute 
another to act for him.

Date:  _______________
Your Signature:  	
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:  _________________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other 
signature guarantor acceptable to the Trustee).

Option of Holder to Elect Purchase
        If you want to elect to have this Note purchased by the Company 
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box 
below:
[  ] Section 4.10         [  ]Section 4.15

        If you want to elect to have only part of the Note purchased by the 
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the 
amount you elect to have purchased:
$_______________

Date:  _______________
Your Signature:  	
(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:  	

Signature Guarantee*:  _________________________

*	Participant in a recognized Signature Guarantee Medallion Program (or 
other signature guarantor acceptable to the Trustee).


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

        The following exchanges of a part of this Global Note for an interest 
in another Global Note or for a Definitive Note, or exchanges of a part of 
another Global Note or Definitive Note for an interest in this Global Note, 
have been made:

Date of Exchange
Amount of decrease in Principal Amount 
of this Global Note
Amount of increase in Principal Amount 
of this Global Note
Principal Amount 
of this Global Note following such decrease (or increase)
Signature of authorized officer of Trustee or Custodian




<PAGE> EXHIBIT B

                       FORM OF CERTIFICATE OF TRANSFER

Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424

Deutsche Bank Trust Company Americas
Trust & Securities Services
60 Wall Street
MS-NYC60-2710
New York, New York 10005

Re:  14 1/4% Senior Secured Notes due 2015

        Reference is hereby made to the Indenture, dated as of July 31, 2009 
(the "Indenture"), among Unisys Corporation, as issuer (the "Company"), the 
Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.  
Capitalized terms used but not defined herein shall have the meanings given to 
them in the Indenture.

        ___________________, (the "Transferor") owns and proposes to transfer 
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the 
principal amount of $___________ in such Note[s] or interests (the "Transfer"), 
to  ___________________________ (the "Transferee"), as further specified in 
Annex A hereto.  In connection with the Transfer, the Transferor hereby 
certifies that:

[CHECK ALL THAT APPLY]

        1.    Check if Transferee will take delivery of a beneficial interest 
in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A.  
The Transfer is being effected pursuant to and in accordance with Rule 144A 
under the Securities Act of 1933, as amended (the "Securities Act"), and, 
accordingly, the Transferor hereby further certifies that the beneficial 
interest or Definitive Note is being transferred to a Person that the 
Transferor reasonably believes is purchasing the beneficial interest or 
Definitive Note for its own account, or for one or more accounts with respect 
to which such Person exercises sole investment discretion, and such Person and 
each such account is a "qualified institutional buyer" within the meaning of 
Rule 144A in a transaction meeting the requirements of Rule 144A, and such 
Transfer is in compliance with any applicable blue sky securities laws of any 
state of the United States.  Upon consummation of the proposed Transfer in 
accordance with the terms of the Indenture, the transferred beneficial 
interest or Definitive Note will be subject to the restrictions on transfer 
enumerated in the Private Placement Legend printed on the 144A Global Note 
and/or the Restricted Definitive Note and in the Indenture and the Securities 
Act.

        2.    Check if Transferee will take delivery of a beneficial interest 
in the Regulation S Global Note or a Restricted Definitive Note pursuant to 
Regulation S.  The Transfer is being effected pursuant to and in accordance 
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the 
Transferor hereby further certifies that (i) the Transfer is not being made to 
a Person in the United States and (x) at the time the buy order was originated, 
the Transferee was outside the United States or such Transferor and any Person 
acting on its behalf reasonably believed and believes that the Transferee was 
outside the United States or (y) the transaction was executed in, on or 
through the facilities of a designated offshore securities market and neither 
such Transferor nor any Person acting on its behalf knows that the transaction 
was prearranged with a buyer in the United States, (ii) no directed selling 
efforts have been made in contravention of the requirements of Rule 903(b) or 
Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is 
not part of a plan or scheme to evade the registration requirements of the 
Securities Act and (iv) if the proposed transfer is being made prior to the 
expiration of the Restricted Period, the transfer is not being made to a U.S. 
Person or for the account or benefit of a U.S. Person (other than an Initial 
Purchaser).  Upon consummation of the proposed transfer in accordance with the 
terms of the Indenture, the transferred beneficial interest or Definitive Note 
will be subject to the restrictions on Transfer enumerated in the Private 
Placement Legend printed on the Regulation S Global Note and/or the Restricted 
Definitive Note and in the Indenture and the Securities Act.

        3.    Check and complete if Transferee will take delivery of a 
beneficial interest in the IAI Global Note or a Restricted Definitive Note 
pursuant to any provision of the Securities Act other than Rule 144A or 
Regulation S.  The Transfer is being effected in compliance with the transfer 
restrictions applicable to beneficial interests in Restricted Global Notes and 
Restricted Definitive Notes and pursuant to and in accordance with the 
Securities Act and any applicable blue sky securities laws of any state of the 
United States, and accordingly the Transferor hereby further certifies that 
(check one):

      (a)  such Transfer is being effected pursuant to and in accordance with 
Rule 144 under the Securities Act;
or
      (b)  such Transfer is being effected to the Company or a subsidiary 
thereof;
or
      (c)  such Transfer is being effected pursuant to an effective 
registration statement under the Securities Act and in compliance with the 
prospectus delivery requirements of the Securities Act;
or
      (d)  such Transfer is being effected to an Institutional Accredited 
Investor and pursuant to an exemption from the registration requirements of 
the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and 
the Transferor hereby further certifies that it has not engaged in any 
general solicitation within the meaning of Regulation D under the Securities 
Act and the Transfer complies with the transfer restrictions applicable to 
beneficial interests in a Restricted Global Note or Restricted Definitive
 Notes and the requirements of the exemption claimed, which certification is 
supported by (1) a certificate executed by the Transferee in the form of 
Exhibit D to the Indenture and (2) if such Transfer is in respect of a 
principal amount of Notes at the time of transfer of less than $250,000, an 
Opinion of Counsel provided by the Transferor or the Transferee (a copy of 
which the Transferor has attached to this certification), to the effect 
that such Transfer is in compliance with the Securities Act.  Upon 
consummation of the proposed transfer in accordance with the terms of the 
Indenture, the transferred beneficial interest or Definitive Note will be 
subject to the restrictions on transfer enumerated in the Private Placement 
Legend printed on the IAI Global Note and/or the Restricted Definitive Notes 
and in the Indenture and the Securities Act.

        4.    Check if Transferee will take delivery of a beneficial interest 
in an Unrestricted Global Note or of an Unrestricted Definitive Note.

        (a)    Check if Transfer is pursuant to Rule 144.  (i) The Transfer is 
being effected pursuant to and in accordance with Rule 144 under the Securities 
Act and in compliance with the transfer restrictions contained in the Indenture 
and any applicable blue sky securities laws of any state of the United States 
and (ii) the restrictions on transfer contained in the Indenture and the 
Private Placement Legend are not required in order to maintain compliance with 
the Securities Act.  Upon consummation of the proposed Transfer in accordance 
with the terms of the Indenture, the transferred beneficial interest or 
Definitive Note will no longer be subject to the restrictions on transfer 
enumerated in the Private Placement Legend printed on the Restricted Global 
Notes, on Restricted Definitive Notes and in the Indenture.

        (b)    Check if Transfer is Pursuant to Regulation S.  (i) The Transfer 
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under 
the Securities Act and in compliance with the transfer restrictions contained 
in the Indenture and any applicable blue sky securities laws of any state of 
the United States and (ii) the restrictions on transfer contained in the 
Indenture and the Private Placement Legend are not required in order to 
maintain compliance with the Securities Act.  Upon consummation of the 
proposed Transfer in accordance with the terms of the Indenture, the 
transferred beneficial interest or Definitive Note will no longer be subject 
to the restrictions on transfer enumerated in the Private Placement Legend 
printed on the Restricted Global Notes, on Restricted Definitive Notes and in 
the Indenture.

        (c)    Check if Transfer is Pursuant to Other Exemption.  (i) The 
Transfer is being effected pursuant to and in compliance with an exemption 
from the registration requirements of the Securities Act other than Rule 144, 
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained 
in the Indenture and any applicable blue sky securities laws of any State of 
the United States and (ii) the restrictions on transfer contained in the 
Indenture and the Private Placement Legend are not required in order to 
maintain compliance with the Securities Act.  Upon consummation of the proposed 
Transfer in accordance with the terms of the Indenture, the transferred 
beneficial interest or Definitive Note will not be subject to the restrictions 
on transfer enumerated in the Private Placement Legend printed on the 
Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

        This certificate and the statements contained herein are made for your 
benefit and the benefit of the Company.
			
	[Insert Name of Transferor]



By:			
	Name:
	Title:
        Dated:  _______________________

ANNEX A TO CERTIFICATE OF TRANSFER
        1.	The Transferor owns and proposes to transfer the following:
[CHECK ONE OF (a) OR (b)]
                    (a)   a beneficial interest in the:
                          (i)	  144A Global Note (CUSIP _________), or
                          (ii)  Regulation S Global Note (CUSIP _________), or
                          (iii)	   IAI Global Note (CUSIP _________); or
                     (b)     a Restricted Definitive Note.
        2.	After the Transfer the Transferee will hold:
[CHECK ONE]
                     (a)    a beneficial interest in the:
                          (i)	  144A Global Note (CUSIP _________), or
                          (ii)	  Regulation S Global Note (CUSIP _________), or
                          (iii)	  IAI Global Note (CUSIP _________); or
                          (iv)	  Unrestricted Global Note (CUSIP _________); or
                     (b)    a Restricted Definitive Note; or
                     (c)    an Unrestricted Definitive Note,
                     in accordance with the terms of the Indenture.




<PAGE> EXHIBIT C

                     FORM OF CERTIFICATE OF EXCHANGE


Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424

Deutsche Bank Trust Company Americas
Trust & Securities Services
60 Wall Street
MS-NYC60-2710
New York, New York 10005

Re:  14 1/4% Senior Secured Notes due 2015
 (CUSIP [         ])
        Reference is hereby made to the Indenture, dated as of July 31, 2009 
(the "Indenture"), among Unisys Corporation, as issuer (the "Company"), the 
Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to 
them in the Indenture.
        __________________________, (the "Owner") owns and proposes to exchange 
the Note[s] or interest in such Note[s] specified herein, in the principal 
amount of $____________ in such Note[s] or interests (the "Exchange").  In 
connection with the Exchange, the Owner hereby certifies that:

        1.	Exchange of Restricted Definitive Notes or Beneficial Interests in 
a Restricted Global Note for Unrestricted Definitive Notes or Beneficial 
Interests in an Unrestricted Global Note

        (a)  Check if Exchange is from beneficial interest in a Restricted 
Global Note to beneficial interest in an Unrestricted Global Note.  In 
connection with the Exchange of the Owner's beneficial interest in a Restricted 
Global Note for a beneficial interest in an Unrestricted Global Note in an 
equal principal amount, the Owner hereby certifies (i) the beneficial interest 
is being acquired for the Owner's own account without transfer, (ii) such 
Exchange has been effected in compliance with the transfer restrictions 
applicable to the Global Notes and pursuant to and in accordance with the 
Securities Act of 1933, as amended (the "Securities Act"), (iii) the 
restrictions on transfer contained in the Indenture and the Private Placement 
Legend are not required in order to maintain compliance with the Securities 
Act and (iv) the beneficial interest in an Unrestricted Global Note is being 
acquired in compliance with any applicable blue sky securities laws of any 
state of the United States.

        (b)  Check if Exchange is from beneficial interest in a Restricted 
Global Note to Unrestricted Definitive Note.  In connection with the Exchange 
of the Owner's beneficial interest in a Restricted Global Note for an 
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive 
Note is being acquired for the Owner's own account without transfer, (ii) such 
Exchange has been effected in compliance with the transfer restrictions 
applicable to the Restricted Global Notes and pursuant to and in accordance 
with the Securities Act, (iii) the restrictions on transfer contained in the 
Indenture and the Private Placement Legend are not required in order to 
maintain compliance with the Securities Act and (iv) the Definitive Note is 
being acquired in compliance with any applicable blue sky securities laws of 
any state of the United States.

        (c)  Check if Exchange is from Restricted Definitive Note to 
beneficial interest in an Unrestricted Global Note.  In connection with the 
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in 
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial 
interest is being acquired for the Owner's own account without transfer, (ii) 
such Exchange has been effected in compliance with the transfer restrictions 
applicable to Restricted Definitive Notes and pursuant to and in accordance 
with the Securities Act, (iii) the restrictions on transfer contained in the 
Indenture and the Private Placement Legend are not required in order to 
maintain compliance with the Securities Act and (iv) the beneficial interest 
is being acquired in compliance with any applicable blue sky securities laws 
of any state of the United States.

        (d)  Check if Exchange is from Restricted Definitive Note to 
Unrestricted Definitive Note.  In connection with the Owner's Exchange of a 
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner 
hereby certifies (i) the Unrestricted Definitive Note is being acquired for the 
Owner's own account without transfer, (ii) such Exchange has been effected in 
compliance with the transfer restrictions applicable to Restricted Definitive 
Notes and pursuant to and in accordance with the Securities Act, (iii) the 
restrictions on transfer contained in the Indenture and the Private Placement 
Legend are not required in order to maintain compliance with the Securities Act 
and (iv) the Unrestricted Definitive Note is being acquired in compliance with 
any applicable blue sky securities laws of any state of the United States.

        2.  Exchange of Restricted Definitive Notes or Beneficial Interests in 
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests 
in Restricted Global Notes

        (a)  Check if Exchange is from beneficial interest in a Restricted 
Global Note to Restricted Definitive Note.  In connection with the Exchange of 
the Owner's beneficial interest in a Restricted Global Note for a Restricted 
Definitive Note with an equal principal amount, the Owner hereby certifies that 
the Restricted Definitive Note is being acquired for the Owner's own account 
without transfer.  Upon consummation of the proposed Exchange in accordance 
with the terms of the Indenture, the Restricted Definitive Note issued will 
continue to be subject to the restrictions on transfer enumerated in the 
Private Placement Legend printed on the Restricted Definitive Note and in the 
Indenture and the Securities Act.

        (b)  Check if Exchange is from Restricted Definitive Note to beneficial 
interest in a Restricted Global Note.  In connection with the Exchange of the 
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE] 
144A Global Note, Regulation S Global Note,  IAI Global Note with an equal 
principal amount, the Owner hereby certifies (i) the beneficial interest is 
being acquired for the Owner's own account without transfer and (ii) such 
Exchange has been effected in compliance with the transfer restrictions 
applicable to the Restricted Global Notes and pursuant to and in accordance 
with the Securities Act, and in compliance with any applicable blue sky 
securities laws of any state of the United States.  Upon consummation of the 
proposed Exchange in accordance with the terms of the Indenture, the beneficial 
interest issued will be subject to the restrictions on transfer enumerated in 
the Private Placement Legend printed on the relevant Restricted Global Note and 
in the Indenture and the Securities Act.

        This certificate and the statements contained herein are made for your 
benefit and the benefit of the Company.
     		
	[Insert Name of Transferor]


By:			
	Name:
	Title:
Dated:  ______________________




<PAGE> EXHIBIT D

                              FORM OF CERTIFICATE FROM
                    ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Unisys Corporation
Unisys Way
Blue Bell, Pennsylvania 19424

Deutsche Bank Trust Company Americas
Trust & Securities Services
60 Wall Street
MS-NYC60-2710
New York, New York 10005

	Re:  14 1/4% Senior Secured Notes due 2015
        Reference is hereby made to the Indenture, dated as of July 31, 2009 
(the "Indenture"), among Unisys Corporation, as issuer (the "Company"), the 
Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee.  
Capitalized terms used but not defined herein shall have the meanings given to 
them in the Indenture.

        In connection with our proposed purchase of $____________ aggregate 
principal amount of:

        (a)  a beneficial interest in a Global Note, or

        (b)  a Definitive Note,

        we confirm that:

        1.  We understand that any subsequent transfer of the Notes or any 
interest therein is subject to certain restrictions and conditions set forth in 
the Indenture and the undersigned agrees to be bound by, and not to resell, 
pledge or otherwise transfer the Notes or any interest therein except in 
compliance with, such restrictions and conditions and the Securities Act of 
1933, as amended (the "Securities Act").

        2.	We understand that the offer and sale of the Notes have not been 
registered under the Securities Act, and that the Notes and any interest 
therein may not be offered or sold except as permitted in the following 
sentence.  We agree, on our own behalf and on behalf of any accounts for which 
we are acting as hereinafter stated, that if we should sell the Notes or any 
interest therein, we will do so only (A) to the Company or any subsidiary 
thereof, (B) in accordance with Rule 144A under the Securities Act to a 
"qualified institutional buyer" (as defined therein), (C) to an institutional 
"accredited investor" (as defined below) that, prior to such transfer, 
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and 
to the Company a signed letter substantially in the form of this letter and, 
if such transfer is in respect of a principal amount of Notes, at the time of 
transfer of less than $250,000, an Opinion of Counsel in form reasonably 
acceptable to the Company to the effect that such transfer is in compliance 
with the Securities Act, (D) outside the United States in accordance with Rule 
904 of Regulation S under the Securities Act, (E) pursuant to the provisions 
of Rule 144 under the Securities Act or (F) pursuant to an effective 
registration statement under the Securities Act, and we further agree to 
provide to any Person purchasing the Definitive Note or beneficial interest in 
a Global Note from us in a transaction meeting the requirements of clauses 
(A) through (E) of this paragraph a notice advising such purchaser that resales 
thereof are restricted as stated herein.

        3.  We understand that, on any proposed resale of the Notes or 
beneficial interest therein, we will be required to furnish to you and the 
Company such certifications, legal opinions and other information as you and 
the Company may reasonably require to confirm that the proposed sale complies 
with the foregoing restrictions.  We further understand that the Notes 
purchased by us will bear a legend to the foregoing effect.

        4.  We are an institutional "accredited investor" (as defined in Rule 
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have 
such knowledge and experience in financial and business matters as to be 
capable of evaluating the merits and risks of our investment in the Notes, 
and we and any accounts for which we are acting are each able to bear the 
economic risk of our or its investment.

        5.  We are acquiring the Notes or beneficial interest therein purchased 
by us for our own account or for one or more accounts (each of which is an 
institutional "accredited investor") as to each of which we exercise sole 
investment discretion.

        You and the Company are entitled to rely upon this letter and are 
irrevocably authorized to produce this letter or a copy hereof to any 
interested party in any administrative or legal proceedings or official 
inquiry with respect to the matters covered hereby.

			
	[Insert Name of Accredited Investor]


By:			
	Name:
	Title:
Dated:  _______________________



<PAGE> EXHIBIT E

FORM OF NOTATION OF GUARANTEE
        For value received, each Guarantor (which term includes any successor 
Person under the Indenture) has, jointly and severally, unconditionally 
guaranteed, to the extent set forth in the Indenture and subject to the 
provisions in the Indenture dated as of July 31, 2009 (the "Indenture") among 
Unisys Corporation, (the "Company"), the Guarantors party thereto and 
Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), (a) the due 
and punctual payment of the principal of, premium on, if any, and interest 
on, the Notes, whether at maturity, by acceleration, redemption or otherwise, 
the due and punctual payment of interest on overdue principal of, premium on, 
if any, and interest on, the Notes, if any, if lawful, and the due and 
punctual performance of all other obligations of the Company to the Holders 
or the Trustee all in accordance with the terms of the Indenture and (b) in 
case of any extension of time of payment or renewal of any Notes or any of 
such other obligations, that the same will be promptly paid in full when due 
or performed in accordance with the terms of the extension or renewal, 
whether at stated maturity, by acceleration or otherwise.  The obligations 
of the Guarantors to the Holders of Notes and to the Trustee pursuant to the 
Note Guarantee and the Indenture are expressly set forth in Article 11 of the 
Indenture and reference is hereby made to the Indenture for the precise terms 
of the Note Guarantee.  

        Capitalized terms used but not defined herein have the meanings given 
to them in the Indenture.

[NAME OF GUARANTOR(S)] 


By: 	
	Name:
	Title:


<PAGE> EXHIBIT F

                       FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS

        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of 
________________, among __________________ (the "Guaranteeing Subsidiary"), a 
subsidiary of Unisys Corporation (or its permitted successor), a Delaware 
corporation (the "Company"), the other Guarantors (as defined in the 
Indenture referred to herein) and Deutsche Bank Trust Company Americas, as 
trustee under the Indenture referred to below (the "Trustee").

                          W I T N E S S E T H

        WHEREAS, the Company has heretofore executed and delivered to the 
Trustee an indenture (the "Indenture"), dated as of July 31, 2009 providing 
for the issuance of 14 1/4% Senior Secured Notes due 2015 (the "Notes");

        WHEREAS, the Indenture provides that under certain circumstances the 
Guaranteeing Subsidiary shall execute and deliver to the Trustee a 
supplemental indenture pursuant to which the Guaranteeing Subsidiary shall 
unconditionally guarantee all of the Company's Obligations under the Notes and 
the Indenture on the terms and conditions set forth herein (the "Note 
Guarantee"); and

        WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is 
authorized to execute and deliver this Supplemental Indenture.

        NOW, THEREFORE, in consideration of the foregoing and for other good 
and valuable consideration, the receipt of which is hereby acknowledged, the 
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the 
equal and ratable benefit of the Holders of the Notes as follows:

        1.  CAPITALIZED TERMS.  Capitalized terms used herein without 
definition shall have the meanings assigned to them in the Indenture.

        2.  AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees 
to provide an unconditional Guarantee on the terms and subject to the 
conditions set forth in the Note Guarantee and in the Indenture including but 
not limited to Article 11 thereof.

        4.  NO RECOURSE AGAINST OTHERS.  No director, officer, employee, 
incorporator or stockholder of the Company or any Guarantor, as such, will 
have any liability for any obligations of the Company or the Guarantors under 
the Notes, this Indenture, the Note Guarantees, the Note Documents or for any 
claim based on, in respect of, or by reason of, such obligations or their 
creation.  Each Holder of Notes by accepting a Note waives and releases all 
such liability.  The waiver and release are part of the consideration for 
issuance of the Notes.  

        5.  NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK 
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

        6.  COUNTERPARTS.  The parties may sign any number of copies of this 
Supplemental Indenture.  Each signed copy shall be an original, but all of them 
together represent the same agreement.

        7.  EFFECT OF HEADINGS.  The Section headings herein are for 
convenience only and shall not affect the construction hereof.

        8.  THE TRUSTEE.  The Trustee shall not be responsible in any manner 
whatsoever for or in respect of the validity or sufficiency of this 
Supplemental Indenture or for or in respect of the recitals contained herein, 
all of which recitals are made solely by the Guaranteeing Subsidiary and the 
Company.

        
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture 
to be duly executed and attested, all as of the date first above written.

        Dated:  _______________, 

[GUARANTEEING SUBSIDIARY]

By:  _______________________________
	Name:
	Title:
UNISYS CORPORATION
By:  _______________________________
	Name:
	Title:
[EXISTING GUARANTORS]
By:  _______________________________
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
  as Trustee
By: Deutsche Bank National Trust Company


By:  _______________________________
	Authorized Signatory


By:  _______________________________
	Authorized Signatory




 Exhibit 12

                             UNISYS CORPORATION
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
                               ($ in millions)

                                

                                  Nine             
                                  Months     
                                  Ended          Years Ended December 31
                                  Sept. 30, ----------------------------------
                                  2009      2008   2007   2006   2005   2004 
                                  --------  ----   ----   ----   ----   ----  
Fixed charges
Interest expense                  $ 68.4   $ 85.1 $ 76.3 $ 77.2 $ 64.7 $ 69.0
Interest capitalized during 
  the period                         5.3      9.0    9.1    9.9   15.0   16.3   
Amortization of debt issuance
  expenses                           2.5      4.1    3.8    3.8    3.4    3.5  
Portion of rental expense
  representative of interest        38.0     50.6   55.9   56.7   60.9   61.6   
                                   -----   ------ ------ ------ ------  ----- 
    Total Fixed Charges            114.2    148.8  145.1  147.6  144.0  150.4  
                                   -----   ------ ------ ------ ------  -----
Earnings                             
Income (loss) from continuing
 operations before income taxes(1) 140.0    (64.5)  29.4 (242.2)(203.1) (85.5)  
Add (deduct) the following:
 Share of loss (income) of
  associated companies                -        -      -     4.5   (7.2) (14.0)  
 Amortization of capitalized
  interest                           9.1     16.1   14.5   13.7   12.9   11.7
                                   -----   ------ ------ ------ ------  -----
    Subtotal                       149.1    (48.4)  43.9 (224.0)(197.4) (87.8)
                                   -----   ------ ------ ------ ------  -----

Fixed charges per above            114.2    148.8  145.1  147.6  144.0  150.4
Less interest capitalized during
  the period                        (5.3)    (9.0)  (9.1)  (9.9) (15.0) (16.3)
                                   -----   ------ ------ ------ ------ ------
Total earnings (loss)             $258.0   $ 91.4 $179.9 $(86.3)$(68.4)$ 46.3
                                  ======   ====== ====== ====== ====== ======

Ratio of earnings to fixed  
  charges                           2.26      *     1.24    *      *      *
                                   =====   ====== ====== ====== ======  =====

(1) Amounts for the years 2004-2008 have been reclassified to reflect the 
adoption of ACS 810-10.

* Earnings for the years ended December 31, 2008, 2006, 2005 and 2004 were 
inadequate to cover fixed charges by $57.4 million, $233.9 million, $212.4 
million and $104.1 million,
 respectively.



Exhibit 31.1

                             CERTIFICATION


I, J. Edward Coleman, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Unisys Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of 
a material fact or omit to state a material fact necessary to make the 
statements made, in light of the circumstances under which such statements were 
made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial 
information included in this report, fairly present in all material respects 
the financial condition, results of operations and cash flows of the registrant 
as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for 
establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial 
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the 
registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, to ensure that 
material information relating
 to the registrant, including its consolidated 
subsidiaries, is made known to us by others within those entities, particularly 
during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such 
internal control over financial reporting to be designed under our supervision, 
to provide reasonable assurance regarding the reliability of financial 
reporting and the preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and 
procedures and presented in this report our conclusions about the effectiveness 
of the disclosure controls and procedures, as of the end of the period covered 
by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control 
over financial reporting that occurred during the registrant's most recent 
fiscal quarter that has materially affected, or is reasonably likely to 
materially affect, the registrant's internal control over financial reporting; 
and 

5.  The registrant's other certifying officer and I have disclosed, based on 
our most recent evaluation of internal control over financial reporting, to the 
registrant's auditors and the audit committee of the registrant's board of 
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or 
operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant's ability to record, process, 
summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal control over 
financial reporting.

Date: October 30, 2009


                                /s/ J. Edward Coleman
                                    -------------------------
                            Name:   J. Edward Coleman
                           Title:   Chairman of the Board and
                                    Chief Executive Officer




Exhibit 31.2

                             CERTIFICATION


I, Janet Brutschea Haugen, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Unisys Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of 
a material fact or omit to state a material fact necessary to make the 
statements made, in light of the circumstances under which such statements were 
made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial 
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as 
of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for 
establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial 
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the 
registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure 
controls and procedures to be designed under our supervision, to ensure that 
material information
 relating to the registrant, including its consolidated 
subsidiaries, is made known to us by others within those entities, particularly 
during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such 
internal control over financial reporting to be designed under our supervision, 
to provide reasonable assurance regarding the reliability of financial 
reporting and the preparation of financial statements for external purposes in 
accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and 
procedures and presented in this report our conclusions about the effectiveness 
of the disclosure controls and procedures, as of the end of the period covered 
by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control 
over financial reporting that occurred during the registrant's most recent 
fiscal quarter that has materially affected, or is reasonably likely to 
materially affect, the registrant's internal control over financial reporting; 
and 

5.  The registrant's other certifying officer and I have disclosed, based on 
our most recent evaluation of internal control over financial reporting, to the 
registrant's auditors and the audit committee of the registrant's board of 
directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or 
operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant's ability to record, process, 
summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other 
employees who have a significant role in the registrant's internal control 
over financial reporting.

Date: October 30, 2009

                                /s/ Janet Brutschea Haugen 
                                    -------------------------
                            Name:   Janet Brutschea Haugen
                           Title:   Senior Vice President and
                                    Chief Financial Officer



Exhibit 32.1



                  CERTIFICATION OF PERIODIC REPORT

I, J. Edward Coleman, Chairman of the Board and Chief Executive Officer of 
Unisys Corporation (the "Company"), certify, pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)   the Quarterly Report on Form 10-Q of the Company for the quarterly period 
ended September 30, 2009 (the "Report") fully complies with the requirements of 
Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and 

(2)   the information contained in the Report fairly presents, in all material 
respects, the financial condition and results of operations of the Company.


Dated: October 30, 2009



/s/ J. Edward Coleman
------------------------
J. Edward Coleman
Chairman of the Board and
Chief Executive Officer



A signed original of this written statement required by Section 906 has been 
provided to the Company and will be retained by the Company and furnished to 
the Securities and Exchange Commission or its staff upon request.






Exhibit 32.2



                  CERTIFICATION OF PERIODIC REPORT

I, Janet Brutschea Haugen, Senior Vice President and Chief Financial Officer of 
Unisys Corporation (the "Company"), certify, pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)   the Quarterly Report on Form 10-Q of the Company for the quarterly period 
ended September 30, 2009 (the "Report") fully complies with the requirements of 
Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and 

(2)   the information contained in the Report fairly presents, in all material 
respects, the financial condition and results of operations of the Company.


Dated: October 30, 2009



/s/ Janet Brutschea Haugen
------------------------
Janet Brutschea Haugen
Senior Vice President and 
Chief Financial Officer




A signed original of this written statement required by Section 906 has been 
provided to the Company and will be retained by the Company and furnished to 
the Securities and Exchange Commission or its staff upon request.