FIRST AMENDMENT OF MANAGEMENT AGREEMENT
This First Amendment of Management Agreement is dated as of
the 1st day of January, 1996, by and between NATIONAL AUTO FINANCE COMPANY
L.P., a Delaware limited partnership (the "Partnership"), AUTO CREDIT
CLEARINGHOUSE L.P., a Delaware limited partnership ("ACCH") and NATIONAL AUTO
FINANCE CORPORATION, a Delaware corporation (the "Corporation").
RECITALS
A. The Partnership and the Corporation entered into that
certain Management Agreement as of December 29, 1994 (the "Management
Agreement").
B. The Corporation is the general partner of the Partnership
and ACCH.
C. ACCH desires to define more specifically the role of the
Corporation in the performance of its obligations as general partner of ACCH
and the payment to the Corporation of fees and expenses as compensation for the
performance of its obligations.
D. The Partnership and the Corporation desire to amend the
fixed fee payable under the Management Agreement.
NOW THEREFORE, in accordance with these premises and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. Services Performed for ACCH. The Corporation shall
perform, in its capacity as general partner of ACCH, each of the services which
are required to be performed by the Corporation pursuant to the terms of the
Management Agreement; provided however that the Corporation shall be entitled
to utilize the services of National Financial Corporation, or its designee,
National Financial Companies LLC (collectively "NFC") in accordance with that
certain Services Agreement, by and between the Corporation and NFC, as amended
on the date hereof.
2. Fees and Expenses. The Corporation shall be entitled to
receive fees and expenses as described in Section 2 of the Management Agreement
with respect to the
services performed by the Corporation for the Partnership and ACCH; provided
however that Section 2(v) is hereby deleted and the following paragraph is
hereby substituted in lieu thereof:
(v) (A) a fixed fee of $25,000.00 per month during each month
of calendar year 1996 with respect to the services performed for the
benefit of the Partnership and (B) a fixed fee of $20,000 per month of
calendar year 1996 with respect to the services performed for the
benefit of ACCH. Such payments shall be made beginning on January 15,
1996 and shall continue on the fifteenth of each succeeding month
through and including December 1996.
3. Term. Section 3 of the Management Agreement is hereby
deleted in its entirety and the following is hereby substituted in lieu
thereof:
3. Term. This Management Agreement shall expire on the
earlier to occur of (A) December 21, 2015 and (B) the later
to occur of (1) the date on which the complete liquidation of
the Partnership and the cancellation of its Certificate of
Limited Partnership has been effected and (2) the date on
which the complete liquidation of ACCH and the cancellation
of its Certificate of Limited Partnership has been effected.
4. Notices. Notices provided to ACCH under this Agreement
shall be sent care of the Partnership.
5. Services Agreement. The parties hereto consent to the
amendment of the Services Agreement as set forth on Exhibit A attached hereto.
6. NFC. As used in the Management Agreement, the term "NFC"
shall mean National Financial Corporation, or its designee, National Financial
Companies, LLC, as designated by National Financial Corporation.
7. Effect of this Agreement. The Management Agreement, as
amended hereby, is hereby ratified and confirmed in full force and effect, by
each of the parties hereto.
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IN WITNESS WHEREOF, each party hereto has caused this First
Amendment to Management Agreement to be duly executed as of the date first
above written.
NATIONAL AUTO FINANCE COMPANY L.P.
By: National Auto Finance
Corporation,
its general partner
By:_______________________________
Name:_____________________________
Title:____________________________
NATIONAL AUTO FINANCE CORPORATION
By:_____________________________________
Name:___________________________________
Title:__________________________________
AUTO CREDIT CLEARINGHOUSE L.P.
By: National Auto Finance
Corporation,
its general partner
By:_______________________________
Name:_____________________________
Title:____________________________
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