MANAGEMENT AGREEMENT
This Management Agreement by and between National Auto Finance Company
L.P., a Delaware limited partnership ("NAFCO LP" or the "Partnership") and
National Auto Finance Corporation, a Delaware corporation (the "Corporation") is
dated and effective as of the 29th day of December, 1994.
WHEREAS, NAFCO LP is engaged in the business of identifying, acquiring,
lending with respect to, conveying to one or more master trusts, and servicing
motor vehicle finance and lease contracts;
WHEREAS, the Corporation is the general partner of NAFCO LP; and
WHEREAS, both NAFCO LP and the Corporation wish to define more specifically
the role of the Corporation in the performance of its obligations as general
partner of NAFCO LP and the payment to the Corporation of fees and expenses as
compensation for the performance of its obligations.
NOW, THEREFORE, in accordance with these premises and the mutual promises
contained herein, NAFCO LP and the Corporation agree as follows:
1. Services. On behalf of and in the name of NAFCO LP, the Corporation, inter
alia, shall:
(i) provide or make available banking, record keeping and related
services;
(ii) maintain all reasonable and necessary books and records with respect
to the Partnership's business;
(iii) maintain the general accounting records of the Partnership and
prepare for certification such periodic financial statements as may be
necessary or appropriate;
(iv) prepare and timely file such income, franchise or other tax returns of
the Partnership as shall be required to be filed by applicable law;
(v) respond to or otherwise reasonably deal with correspondence relating
to the Partnership's business;
(vi) prepare for timely execution by the Partnership or cause the timely
preparation by other appropriate persons of all such documents,
reports,
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filings, instruments, certificates and opinions as may be necessary or
appropriate;
(vii) undertake such other managerial and administrative services as may be
reasonable to cause the Partnership to satisfy its obligations;
(viii) retain (a) such legal counsel as may be necessary to perform for the
Partnership the services necessary or appropriate to its organization
and the services customarily provided by a general corporate counsel,
and (b) the Partnership's accountants to timely prepare the audited
financial statements and tax returns of the Partnership and to provide
such other accounting services as the Partnership may require;
(ix) make available telephone, telecopy and post office box facilities as
may be necessary for the conduct of the Partnership's business and in
particular, but without limitation, facilities for meetings of the
partners from time to time;
(x) prepare and timely file all reports required to be filed under federal
and state securities laws; and
(xi) in furtherance of the foregoing and such other activities as may be
incident to the performance of its duties pursuant to Article V of the
Amended and Restated Agreement of Limited Partnership of National Auto
Finance Company L.P. (the "Partnership Agreement"), take all other
actions as may be appropriate or incident thereto.
In the performance of its services hereunder, the Corporation shall have
the right to utilize the services of National Finance Corporation (the "NFC") in
accordance with the Services Agreement attached hereto as Attachment A, as such
Services Agreement may be amended from time to time.
2. Fees and Expenses. The Corporation shall be entitled to receive fees and
expenses as follows:
(i) reimbursement of an amount equal to all of its direct out-of-pocket
costs and expenses (including expenses incurred in utilizing the
services of NFC) in providing the services required by this Management
Agreement;
(ii) reimbursement of reasonable and customary fees and expenses for the
Corporation's directors;
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(iii) reimbursement of all cash and non-cash compensation, bonuses,
benefits and expenses for its officers and employees;
(iv) reimbursement of all governmental or similar fees, charges, taxes,
duties and imposts of every kind and nature; and
(v) a fixed fee of $16,000 per month during each month of calendar year
1995. Such payments shall be made beginning on the fifteenth of
January 1995 and continue on the fifteenth of each succeeding month
through December 1995.
3. Term. This Management Agreement shall expire on the earlier of December 21,
2015 or the date on which the complete liquidation of NAFCO LP and the
cancellation of its Certificate of Limited Partnership has been effected.
4. Notices. All notices provided hereunder shall be in writing and shall be
effective upon receipt.
Notices provided to the Corporation shall be addressed as follows:
National Auto Finance 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 Company L.P. 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 Management Agreement may not be assigned by any party hereto
without the prior written consent of the other parties. Subject to the
foregoing, this Management Agreement shall bind and inure to the benefit of the
parties hereto, and their respective legal representatives, successors and
permitted assigns.
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6. Entire Agreement. This Management Agreement, together with Attachment A
hereto and the Partnership Agreement 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 Management Agreement may be executed in any number of
counterparts, each of which shall be considered to be an original instrument.
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
Management Agreement.
9. Applicable Law. This Management 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 party hereto has caused this Management Agreement
to be duly executed as of the date first above written.
NATIONAL AUTO FINANCE COMPANY L.P.
By: National Auto Finance Corporation,
as General Partner
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By: Xxx Xxxxxx, Executive
Vice President
NATIONAL AUTO FINANCE CORPORATION
--------------------------------------
By: Xxxx X. Xxxxxxx, President
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