Exhibit 99.6
Exhibit D to
Securities Purchase Agreement
MANAGEMENT SERVICES AGREEMENT
MANAGEMENT SERVICES AGREEMENT, dated as of ____________, 2001, by and
among The FINOVA Group Inc. ("Finova" or the "Company"), a Delaware corporation,
and Leucadia National Corporation, a New York corporation ("Leucadia" or
"Manager").
WHEREAS, certain management, general administrative and overhead
functions have previously been performed for Finova by its own employees; and
WHEREAS, Leucadia has the capability directly and through its
subsidiaries and affiliates and third parties to provide those services to
Finova; and
WHEREAS, the directors of Finova have determined that it is in the
best interests of Finova to obtain such services from Leucadia.
It is hereby mutually agreed as follows:
1) Term. The term of this Management Agreement shall be five years
commencing on ________, 2001 (the "Closing Date").
2) Compensation. For a period of five years, commencing on the
Closing Date, Finova shall pay annually to Leucadia a management fee of $5
million, payable in immediately available funds (the "Management Fee"). The
annual Management Fee shall be payable quarterly, in advance, at the beginning
of each calendar quarter; provided however that the first quarterly installment
(in the amount of $1,250,000) shall be paid to Leucadia on the Closing Date;
provided, further, however, that if less than 90 days are left in such calendar
quarter, the amount of such first payment shall be pro rated based on the number
of days remaining in the quarter.
3) Personnel. Leucadia shall provide all personnel necessary to carry
out the services specified herein. The number of personnel providing services at
any one time and the number of hours such personnel devote to the services
specified herein shall not be fixed but shall at times be adequate to properly
and promptly perform and discharge the specified services.
The personnel provided by Leucadia hereunder shall for all purposes
be employees of Leucadia. Leucadia shall not be entitled to receive any
additional compensation other than the payment set forth in paragraph 2, above.
Without limiting the generality of the foregoing, the personnel provided by
Leucadia hereunder shall not be entitled to receive from Finova direct
reimbursement for compensation, travel, entertainment or employee benefit costs.
Nothing herein shall prevent, however, any individual provided by Leucadia
hereunder from becoming an elected or appointed officer or director of Finova
and enjoying the benefit of any such position.
NY2:\989512\05\L7$G05!.DOC\76830.0246
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4) Office Space, Equipment and Supplier, Etc. Finova shall provide to
Leucadia and its personnel provided hereunder office space, secretarial
services, equipment and supplies, telephone, telefax and related support
facilities to the extent available at Finova's regular work locations.
5) Services. In consideration for the compensation paid to Leucadia
it shall perform and competently discharge the following services as requested
by Finova:
(a) subject to their election by the Board of Directors:
o providing the Chairman of the Company;
o providing the President of the Company;
and such other officers, if any, as shall be mutually
determined between Leucadia and the Company;
(b) providing the Treasury function of establishment and maintenance
of certain banking and other similar financial relationships;
(c) providing supervision of corporate wide management, sales,
dispositions, acquisitions, and administration.
6) Company Expenses. Finova will continue to bear the cost and
expense of its own employees, including their salary, travel, entertainment,
other business and benefit expenses; rent for its normal business location(s);
outside legal, audit or consulting services; stockholder expenses; dues and
subscriptions for its employees; director fees and expenses, insurance and
taxes; postage, messenger and freight costs; telephone and telecopier charges;
printing and related expenses; and equipment, fixture, furniture, supplies and
related expenses.
(7) Termination by Corporation. In the event that Leucadia shall
cease to beneficially own at least 20% of the equity of the Company on a fully
diluted basis, either Leucadia or Finova may terminate this Agreement upon not
less than 60 days prior written notice. However, such termination shall not
relieve Finova of its obligation to pay to Leucadia the portion of the
Management Fee, if any, that has been earned through the termination date but
has not been paid to Leucadia as of the date of such termination. The remaining
unpaid Management Fee shall be paid to Leucadia in one payment, in immediately
available funds, upon the effective date of such termination.
(8) Governing Law. This Agreement shall be governed in accordance
with the laws of the State of New York.
(9) Assignment. Neither party may assign this Agreement or any of its
rights or duties hereunder, except that Manager may assign this Agreement to any
entity that is controlled by, controlling or under common control with Leucadia.
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(10) Notices. Services of all notices, if any, under this Agreement
shall be sufficient if given personally or sent by certified, registered mail,
return receipt requested, or telefax to the addresses set forth below:
If to Company, at:
The FINOVA Group Inc.
4800 North Scottsdale Road
Scottsdale, Arizona 85251-7623
Attention: William Hallinan,
Senior Vice-President, General
Counsel and Secretary
Facsimile No.: (480) 636-4949
with a copy (which shall not constitute notice) to:
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
Attention: Andrew E. Bogen, Esq.
Facsimile No.: (213) 229-7520
If to Manager, at:
Leucadia National Corporation
315 Park Avenue South
New York, New York 10010
Attention: Joseph S. Steinberg, President
Facsimile No.: (212) 598-4869
with a copy (which shall not
constitute notice) to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Stephen E. Jacobs, Esq.
Facsimile No: (212) 310-8007
or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice. Every notice, demand, request,
consent, approval, declaration, delivery or other communication hereunder shall
be deemed to have been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by telecopy
answerback or three Business Days after the same shall have been deposited in
the United States mail.
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IN WITNESS WHEREOF, the parties hereto have caused this Management
Services Agreement to be duly executed on the date first written above.
THE FINOVA GROUP INC.
By
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LEUCADIA NATIONAL CORPORATION
By
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