SERVICES AGREEMENT
This Services Agreement by and between National Auto Finance
Corporation ("NAFCORP") and National Financial Corporation ("NFC") is
dated and effective as of the 29th day of December, 1994.
WHEREAS, NAFCORP is the general partner of National Auto
Finance Company L.P., a Delaware limited partnership ("NAFCO LP" or
the "Partnership");
WHEREAS, NAFCORP is entering into an agreement styled a
"Management Agreement" of even date herewith pursuant to which NAFCORP
is to provide services to and on behalf of NAFCO; and
WHEREAS, NAFCORP wishes to employ the services of NFC to
assist NAFCORP in meeting its obligations under the Management
Agreement, and NFC wishes to provide such services to NAFCORP.
NOW, THEREFORE, in accordance with these premises and the
mutual promises contained herein, NAFCORP and NFC agree as follows:
1. Services. NAFCORP shall purchase from NFC, and NFC shall furnish to
NAFCORP such tax, legal, accounting, personnel, financial, management
and other services that may be necessary or useful to NAFCORP in the
performance of its obligations under the Management Agreement. Such
Services shall be furnished from time to time as and when requested by
any officer of NAFCORP.
2. Prices of Services. The categories of Services which may be
furnished by NFC and the initial prices of the Services are set forth
on Schedule A hereto. The prices of Services may be varied from time
to time by NFC to remain consistent with salaries of the respective
service providers in the employment of NFC and the applicable NFC
burden rates. Variations in prices shall be provided by notice to
NAFCORP and shall be effected not more frequently than once per
calendar quarter. Materials and third party services incidental to the
provision of Services shall be furnished at cost.
3. Term. This Services Agreement shall expire on the earlier of
December 31, 2015 or the date on which the complete liquidation of
NAFCORP and the cancellation of its Certificate of Limited Partnership
has been effected. However, either party may
terminate this Service Agreement prior to the Expiration Date upon
sixty (60) days prior written notice to the other.
4. Notices. All notices provided hereunder shall be in writing
and shall be effective upon receipt.
Notices provided to NFC shall be addressed as follows:
National Financial Corporation
000 X.X. 00xx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxx, President
(000) 000-0000 Fax
with a copy to Xxxxx Xxxxxx
Notices provided to National Auto Finance Corporation shall
be addressed as follows:
National Auto Finance Corporation
000 X.X. 00xx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxx Xxxxxx, Executive Vice President
with a copy to Xxxxx XxXxxxxx
Either party may change the address to which notices or other
communications are to be sent to it by giving notice of such change in
the manner provided herein.
5. Assignment. This Services Agreement may not be assigned by
any party hereto without the prior written consent of the other
parties. Subject to the foregoing, this Services Agreement shall bind
and inure to the benefit of the parties hereto, and their respective
legal representatives, successors and permitted assigns.
6. Entire Agreement. This Services Agreement, together with
Schedule A hereto, sets forth the entire agreement and understanding
of the parties hereto in respect of the transactions contemplated
hereby, and supersedes all prior agreements, arrangements and
understandings relating to the subject matter hereof.
7. Counterparts. This Services Agreement may be executed in any
number of counterparts, each of which shall be considered to be an
original instrument.
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8. Section Headings. All section headings are inserted for
convenience only and shall not control or affect the meaning or
construction of any provision of this Services Agreement.
9. Applicable Law. This Services Agreement shall be governed by
and construed in accordance with the laws of the State of Florida
without regard to its choice of law provisions.
IN WITNESS WHEREOF, each part hereto has caused this Services
Agreement to be duly executed as of the date first above written.
NATIONAL FINANCIAL CORPORATION
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By: Xxxx X. Xxxxxxx
Chief Executive Officer
NATIONAL AUTO FINANCE CORPORATION
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By: Xxx Xxxxxx
Executive Vice President
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