EX-10.32



 Exhibit 10.32 

EXECUTION VERSION 
 AMENDMENT
NO. 4 
 Dated as of April 1, 2015 

to 
 CREDIT AGREEMENT 

Dated as of June 23, 2011 

THIS AMENDMENT NO. 4 (this “Amendment”) is made as of April 1, 2015 by and among (i) Unisys Corporation (the
“Borrower”), (ii) Unisys Holding Corporation, Unisys NPL, Inc. and Unisys AP Investment Company I (each a “Guarantor” and, collectively, the “Guarantors” and, collectively with the Borrower,
the “Credit Parties”), (iii) the undersigned Lenders and (iv) General Electric Capital Corporation, as administrative agent (the “Agent”), under that certain Credit Agreement dated as of June 23, 2011
by and among the Borrower, the other Credit Parties, the Lenders and the Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement. 
 WHEREAS, the Credit
Parties, the Lenders party hereto and the Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein; 

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

1. Amendment to the Credit Agreement. Effective upon satisfaction of the condition set forth in Section 2 below, the
parties hereto agree that the Credit Agreement is hereby amended as follows: 
 (a) The fifth sentence of Section 4.11 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 
 “The Credit Parties shall (i) cause
all Collections received by them each day to be deposited in a Collection Account or a Concentration Account or, with respect to any STL Related Accounts, a Qualified Trust Account, within two (2) Business Days following receipt and
(ii) direct all Account Debtors to remit all payments either (A) directly to Collection Accounts or any associated lockboxes or (B) in the case of STL Related Accounts, directly to a Qualified Trust Account or any associated
lockbox.” 
 (b) Section 5.2(g) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

“(g) (i) Permitted Sales-Type Lease Transactions and (ii) assignments of STL Related Accounts in connection with any
Permitted Sales-Type Lease Transaction to a Qualified Trustee pursuant to a Qualified Trust Arrangement, so long as (A) the interest of the Credit Parties in such 







 
STL Related Accounts remains subject to the security interest of the Agent under the Security Documents, (B) such STL Related Accounts are not included in the calculation of the Borrowing
Base, (C) the Borrower has determined in its commercially reasonable discretion that it is not practicable to consummate such Permitted Sales-Type Transaction without the assignment of such STL Related Accounts and (D) the purchaser in
connection with such Permitted Sales-Type Lease Transaction has entered into an agreement in form and substance reasonably acceptable to the Agent which includes provisions to the effect that such purchaser recognizes the Agent’s security
interest in such STL Related Accounts.” 
 (c) Section 5.5(a) of the Credit Agreement is hereby amended by deleting the word
“and” after clause (xvi) thereof, replacing the period after clause (xvii) thereof with “; and”, and adding a new clause (xviii) to read in its entirety as follows: 

“(xviii) Indebtedness incurred pursuant to a Permitted Sales-Type Lease Transaction; provided, that the principal
amount of such Indebtedness (determined based on the amount of such Indebtedness reflected on a balance sheet prepared in accordance with GAAP) shall not exceed $50 million at any time outstanding.” 

(d) Section 11.1 of the Credit Agreement is hereby amended by adding the following defined terms in the appropriate alphabetical
location: 
 “Qualified Trust Arrangement” means a trust agreement, paying agency agreement, escrow
agreement or other similar arrangement pursuant to which (i) a Qualified Trustee will receive payments in relation to assets sold pursuant to a Permitted Sales-Type Lease Transaction and the STL Related Accounts, as agent for the applicable
Credit Parties, the Agent, and the purchaser of the assets in the Permitted Sales Type Lease Transaction, and (ii) the payments due to a Credit Party in respect of the STL Related Accounts will be remitted by the Qualified Trustee to a
Collection Account (or, following notice from the Agent to the Qualified Trustee of an Event of Default or Trigger Event hereunder, as directed by the Agent). 

“Qualified Trustee” means a bank or trust company having combined capital and surplus of at least
$100,000,000, acting as trustee, paying agent, escrow agent or other similar capacity in relation to a Qualified Trust Arrangement. 

“Qualified Trust Account” means an account maintained at a Qualified Trustee pursuant to a Qualified Trust
Arrangement. 
 “STL Related Accounts” means any Account arising under the same Contract as assets sold in
connection with a Permitted Sales-Type Lease Transaction. 
 2. Conditions of Effectiveness. The effectiveness of this Amendment is
subject to the Agent’s receipt of counterparts of this Amendment duly executed by each Credit Party and the Required Lenders. 
 3.
Representations and Warranties of the Credit Parties. Each Credit Party hereby represents and warrants as follows: 
 (a) This
Amendment and the Credit Agreement (as amended hereby), as applicable, constitute legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent transfer or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. 

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

  
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 4. Reference to and Effect on the Credit Agreement. 

(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be
a reference to the Credit Agreement as amended hereby. 
 (b) The Credit Agreement and all other documents, instruments and agreements
executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 
 (c) Except
with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith. 
 5. Consent and
Reaffirmation. Without in any way establishing a course of dealing by the Agent or any Lender, each of the undersigned Credit Parties consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement and any other Loan
Document executed by it and acknowledges and agrees that such Credit Agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed,
ratified and confirmed. 
 6. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the
State of New York. 
 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose. 
 8. Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual
signatures delivered in person. 
 [Signature Pages Follow] 

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

			
	 UNISYS CORPORATION,
 as
the Borrower


		
	By:	 	 /s/ Edward Sarkisian

	Name:	 	Edward Sarkisian
	Title:	 	Assistant Treasurer
	
	 UNISYS HOLDING CORPORATION,
 as a
Credit Party

		
	By:	 	 /s/ Edward Sarkisian

	Name:	 	Edward Sarkisian
	Title:	 	Vice President and Treasurer
	
	 UNISYS NPL, INC.,
 as a Credit
Party

		
	By:	 	 /s/ Edward Sarkisian

	Name:	 	Edward Sarkisian
	Title:	 	Vice President and Treasurer
	
	 UNISYS AP INVESTMENT COMPANY I,
 as
a Credit Party

		
	By:	 	 /s/ Edward Sarkisian

	Name:	 	Edward Sarkisian
	Title:	 	Vice President and Treasurer



  
 Signature Page to
Amendment No. 4 to 
 Credit Agreement dated as of June 23, 2011 

Unisys Corporation 








 
			
	GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and as a Lender
		
	By:	 	 /s/ Philip F. Carfora

	Name:	 	Philip F. Carfora
	Title:	 	Duly Authorized Signatory



  
 Signature Page to
Amendment No. 4 to 
 Credit Agreement dated as of June 23, 2011 

Unisys Corporation 








 
			
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ K. Kelly Gunness

	Name:	 	K. Kelly Gunness
	Title:	 	Director and Vice President



  
 Signature Page to
Amendment No. 4 to 
 Credit Agreement dated as of June 23, 2011 

Unisys Corporation 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Mark Bradford

	Name:	 	Mark Bradford
	Title:	 	Duly Authorized Signatory



  
 Signature Page to
Amendment No. 4 to 
 Credit Agreement dated as of June 23, 2011 

Unisys Corporation 








 
			
	HSBC BANK USA, N.A., as a Lender
		
	By:	 	 /s/ James W. Bravyak

	Name:	 	James W. Bravyak
	Title:	 	Vice President



  
 Signature Page to
Amendment No. 4 to 
 Credit Agreement dated as of June 23, 2011 

Unisys Corporation 








 
			
	CITIZENS BUSINESS CAPITAL, A DIVISION OF CITIZENS ASSET FINANCE, INC., as a Lender
		
	By:	 	 /s/ Kenneth Wales

	Name:	 	Kenneth Wales
	Title:	 	Vice President



  
 Signature Page to
Amendment No. 4 to 
 Credit Agreement dated as of June 23, 2011 

Unisys Corporation 








 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Christy Kuklinski

	Name:	 	Christy Kuklinski
	Title:	 	AVP



  
 Signature Page to
Amendment No. 4 to 
 Credit Agreement dated as of June 23, 2011 

Unisys Corporation