Pitney Xxxxx Credit Corporation - Form 10-Q Exhibit (i)
Nine Months Ended September 30, 1996
Page 20 of 22
FIRST AMENDED AND RESTATED OPERATING AGREEMENT
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Pitney Xxxxx Inc. ("PBI") and Pitney Xxxxx Credit Corporation ("PBCC")
(collectively the "Parties" or individually the "Party") make this
agreement this 6th day of November, 1996 ("Agreement").
WHEREAS, the Parties wish to terminate in its entirety the existing
operating agreement between the Parties dated March 3, 1977, as
amended, and supersede it with this successor Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the
Parties agree as follows:
1. TERM AND TERMINATION: This Agreement shall take effect upon execution
by both Parties. It shall remain in effect until it is canceled by the
mutual consent of the Parties or it is canceled by one Party giving the
other Party ninety (90) days prior written notice of termination.
2. BUSINESS RELATIONSHIP BETWEEN THE PARTIES: The Parties agree that they
will regularly review their business relationship and their respective
policies and procedures so as to continuously improve their
competitiveness and their service to customers. The current policies
and procedures may be amended from time to time by the Parties in a
writing mutually agreed to by the Parties. A Party proposing to
modify, amend, substitute, or delete a policy or procedure, or
establish a new policy or procedure, shall give written notice to the
President of the other Party. The notice shall be accompanied by the
proposal. The Parties shall meet as soon as necessary and reasonably
practicable to discuss the proposal.
3. GOVERNING LAW; SUCCESSORS AND ASSIGNS: This Agreement shall be
governed by and construed in accordance with the laws of the State of
Connecticut. This Agreement shall be binding upon and inure to the
benefit of PBI and PBCC and their respective successors and assigns.
This Agreement is not intended to, and does not, inure to the benefit
of any third parties.
4. INDEPENDENT OBLIGATION: This Agreement does not amend or modify any
other agreement between the Parties including, without limitation, the
Parties' Finance Agreement as amended July 12, 1995, and further this
Agreement does not constitute a guaranty by one Party of any of the
obligations of the other Party.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their respective representatives as of the day and year
first above written.
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx
President & Chief Executive Officer Vice Chairman & Chief Executive Officer
Pitney Bowes Credit Corporation Pitney Bowes Inc.
