<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

                                (AMENDMENT NO. 1)

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 1998

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ______ to  ______

                         Commission File Number 0-22067

                       NATIONAL AUTO FINANCE COMPANY, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                65-0688619
(State or other jurisdiction of                               (I.R.S Employer
incorporation or organization)                              Identification No.)

10302 DEERWOOD PARK BOULEVARD,  SUITE 100 JACKSONVILLE, FLORIDA    32256
       (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code: (904) 996-2500

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR
VALUE $0.01 PER SHARE

         Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

         As of April 26, 1999, the aggregate market value of the common stock of
the Registrant held by non-affiliates, based upon the $0.19 per share closing
price of the Common Stock on such date on the OTC Bulletin Board was
approximately $3,240,143. The number of shares of the registrant's Common Stock
outstanding on April 26, 1999 was 17,280,762.

         [Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court: Yes [ ] No [X]]

DOCUMENTS INCORPORATED BY REFERENCE:

[NONE.]


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                                EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K of
National Auto Finance Company, Inc. ("NAFI" or the "Company"), amends and
restates in their entirety Item 14 of Part IV.



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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         NATIONAL AUTO FINANCE COMPANY, INC.



                                         By: /s/ Keith B. Stein
                                             -----------------------------------
                                                 Keith B. Stein,
                                                 Chairman of the Board and Chief
                                                 Executive Officer

Date:  August 19, 1999


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ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

Exhibits

Number   Description       Method of Filing

3.1      Certificate of Incorporation of the Company.(1)

3.1-1    Certificate of the Designations, Preferences and Rights of the Series A
Preferred Stock of the Company.(3)

3.2      By-laws of the Company.(1)

4.1      Specimen Certificate of Common Stock.(4)

4.2      Promissory Note, dated October 31, 1994, payable by National Auto
Finance Company LP to the order of Gary L. Shapiro.(1)

4.2-1    Amended and Restated Promissory Note, dated as of January 3, 1997,
payable by National Auto Finance LP to the order of Gary L. Shapiro.(3)

4.3      Promissory Note, dated October 6, 1994, payable by National Auto
Finance Company LP to the order of Edgar A. Otto.(1)

4.3-1    Amended and Restated Promissory Note, dated as of January 3, 1997,
payable by National Auto Finance Company LP to the order of Edgar A. Otto.(3)

4.4      Promissory Note, dated November 8, 1994, payable by National Auto
Finance Company LP to the order of Stephen L. Gurba.(1)

4.4-1    Amended and Restated Promissory Note, dated as of January 3, 1997,
payable by national Auto Finance Company LP to the order of Stephen L. Gurba.(3)

4.5      Promissory Note, dated March 27, 1995, payable by National Auto Finance
Company LP to the order of Nova Financial Corporation.(1)

4.5-1    Amended and Restated Promissory Note, dated as of January 3, 1997,
payable by National Auto Finance Company LP to the order of Nova Financial
Corporation.(3)

4.6      Promissory Note, dated May 1, 1995, payable by National Auto Finance
Company LP to the order of Nova Corporation.(1)

4.6-1    Amended and Restated Promissory Note, dated as of January 3, 1997,
payable by National Auto Finance Company LP to the order of Nova Corporation.(3)

4.7      Securities Purchase Agreement (the "Securities Purchase Agreement") by
and among National Auto Finance Company, Inc., The 1818 Mezzanine Fund, LP, PC
Investment Company, Progressive Investment Company, Inc., and Manufacturers Life
Insurance Company (U.S.A.) dated December 22, 1997.(5)

4.7-1    Waiver and Amendment No. 1 to the Securities Purchase Agreement, dated
March 27, 1998, by and among National Auto Finance Company, Inc., The 1818
Mezzanine Fund, LP, PC Investment Company, Progressive Investment Company, Inc.
and Manufacturers Life Insurance Company.(5)

4.8      Form of Senior Subordinated Promissory Note issued pursuant to the
Securities Purchase Agreement.(5)

4.9      Form of Warrant to Purchase Shares of Common Stock of National Auto
Finance Company, Inc. issued pursuant to the Securities Purchase Agreement.(5)






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<PAGE>   5

4.10      Agreement, dated March 27, 1998, by and between National Auto Finance
Company, Inc. and The Structured Finance High Yield Fund, LLC.(5)

4.11     Senior Subordinated Promissory Note, dated March 27, 1998, executed by
National Auto Finance Company, Inc. in favor of The Structured Finance High
Yield Fund, LLC, in the amount of $20,000,000.00.(5)

4.12     Warrant, issued March 27, 1998, executed by National Auto Finance
Company, Inc.(5)

10.1     Second Amended and Restated Agreement of Limited Partnership of
National Auto Finance Company LP, dated as of September 1, 1995, by and among
National Auto Finance Corporation, The S Associates Limited Partnership, The O
Associates Limited Partnership, Stephen L. Gurba, Craig Schnee, Roy E. Tipton,
Blane H. MacDonald, Michael B. Colley, Irwin I. Kent, William G. Magro, Kevin G.
Adams, Kamala R. Chapman, Keith B. Stein, Colleen S. McMillen, Richard H.
Steffer, Tim Rooney, Lynn Dunham-Sirota and IronBrand Capital, LLC.(1)

10.1-1   First Amendment to Second Amended and Restated Partnership Agreement,
dated December 1, 1996.(3)

10.2     1996 Share Incentive Plan.(3)

10.3     401(k) Plan.(1)

10.4     Employment Agreement, dated as of July 1, 1996, between National Auto
Finance Company, Inc. and William G. Magro.(3)

10.4-1   First Amendment to Employment Agreement, dated as of May 27, 1997,
between National Auto Finance Company, Inc. and William G. Magro.(5)

10.5     [Intentionally Omitted]

10.5-1   [Intentionally Omitted]

10.6     [Intentionally Omitted]

10.7     [Intentionally Omitted]

10.8     Receivables Purchase Agreement, dated as of December 8, 1994, by and
between National Auto Finance Company LP, as Seller, and NAFCO Funding Trust, as
Purchaser.(1)

10.9     Promissory Note, dated December 8, 1994, payable by NAFCO Funding Trust
to the order of National Auto Finance Company LP(1)

10.10    NAFCO Auto Receivables Master Trust Pooling and Administration
Agreement, dated as of December 8, 1994, among NAFCO Funding Trust, as
Transferor, National Auto Finance Company LP, as the Administrator, and Bankers
Trust Company, as Trustee.(1)

10.10-1  Consent and Amendment, dated as of July 2, 1996, to NAFCO Auto
Receivables Master Trust Pooling and Administration Agreement, dated as of
December 8, 1994, among NAFCO Funding Trust, as Transferor, National Auto
Finance Company LP, as the Administrator, and Bankers Trust Company, as
Trustee.(5)*

10.11    Series 1994-R, Class B Supplement, dated as of December 8, 1994, to the
Pooling and Administration Agreement, dated as of December 8, 1994, among NAFCO
Funding Trust, as Transferor, National Auto Finance Company LP, as the
Administrator, and Bankers Trust Company, as Trustee.(1)

10.12    Trust Agreement, dated as of October 5, 1994, between National Auto
Finance Corporation and Bankers Trust.(1)




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<PAGE>   6

10.13    First Amendment and Restated Trust Agreement of NAFCO Funding Trust,
dated as of December 8, 1994, between National Auto Finance Company LP, as
Depositor, The Chase Manhattan Bank (USA), as Owner Trustee and Gary L. Shapiro
and Edgar A. Otto, as Co-Trustees.(1)

10.14    Amended and Restated Servicing Agreement, dated as of December 5, 1994,
by and between World Omni Financial Corp. and National Auto Finance Company
LP(1)

10.14-1  Amendment to Amended and Restated Servicing Agreement, dated as of
September 6, 1995, by and among World Omni Financial Corp. and National Auto
Finance Company LP(5)*

10.14-2  Second Amendment to Amended and Restated Servicing Agreement, dated as
of June 24, 1997, by and between Omni Financial Services of America, Inc., as
assignee of World Omni Financial Corp., and National Auto Finance Company, Inc.,
as assignee of National Auto Finance Company LP(5)*

10.14-3  Third Amendment to the Amended and Restated Servicing Agreement, dated
as of September 12, 1997, by and between Omni Financial Services of America,
Inc. and National Auto Finance Company, Inc.(5)*

10.14-4  Fourth Amendment to the Amended and Restated Servicing Agreement, dated
as of October 12, 1997, by and between Omni Financial Services of America,
Inc.(5)*

10.14-5  Supplement to the Amended and Restated Servicing Agreement, dated as of
December 5, 1994, as amended as of October 1, 1995, between World Omni Financial
Corp. ("WOFC"), as Servicer, and National Auto Finance Company LP, dated as of
November 21, 1995 by and between Omni Financial Services of America, Inc., as
assignee of WOFC ("Servicer") and NAFCO.(1)

10.14-6  Supplement to the Amended and Restated Servicing Agreement, dated as of
December 5, 1994, as amended as of October 1, 1995, between World Omni Financial
Corp. (WOFC) and National Auto Finance Company LP (NAFCO), dated as of November
13, 1996 by and between Omni Financial Services of America, Inc., as assignee of
WOFC, and NAFCO.(2)

10.14-7  Supplement to Amended and Restated Servicing Agreement, December 5,
1994, as amended as of October 1, 1995 and November 13, 1996, dated as of July
23, 1997, by and between Omni Financial Services of America, Inc. and National
Auto Finance Company, Inc.(5)*

10.14-8  Supplement to Amended and Restated Servicing Agreement, dated as of
December 5, 1994, as amended as of October 1, 1995, June 24, 1997 and July 21,
1997 and supplemented as of November 21, 1995, November 13, 1996, July 12, 1997
and September 19, 1997, by and between Omni Financial Services of America, Inc.
and National Auto Finance Company, Inc.(5)*

10.15    Certificate Purchase Agreement, dated as of December 8, 1994, among
NAFI Funding Trust, National Auto Finance Company LP, as Initial Administrator
and First Union National Bank of North Carolina.(1)

10.16    [Intentionally Omitted]

10.16-1  First Amendment of Management Agreement, dated as of January 1, 1996,
by and between National Auto Finance Company LP, Auto Credit Clearinghouse LP
and National Auto Finance Corporation.(1)

10.16-2  Second Amendment to Management Agreement, dated as of January 1, 1997,
by and among National Auto Finance Corporation, National Auto Finance Company,
Inc., National Auto Finance Company, LP and National Financial Companies
LLC.(5)*

10.17    [Intentionally Omitted]

10.17-1  First Amendment to Services Agreement, dated as of January 1, 1996, by
and between National Auto Finance Corporation and National Financial
Corporation.(1)

10.17-2  Second Amendment to Services Agreement, dated as of January 1, 1997, by
and between National Auto Finance Corporation, National Auto Finance Company,
Inc. and National Financial Companies LLC.(5)*






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<PAGE>   7

10.18    Pooling and Servicing Agreement, dated as of October 1, 1995, by and
among National Financial Auto Funding Trust, as Transferor, National Auto
Finance Company LP, as Master Servicer, and Harris Trust and Savings Bank, as
Trustee.(1)

10.19    Assignment Agreement, dated as of October 1, 1995, between Bankers
Trust Company, as Trustee, and National Financial Auto Funding Trust.(1)

10.20    Transfer Agreement No. 1, dated as of October 1, 1995, between National
Financial Auto Funding Trust and Harris Trust and Savings Bank.(1)

10.21    Insurance and Indemnity Agreement, dated as of November 21, 1995, among
Financial Security Assurance, Inc., National Financial Auto Funding Trust and
National Auto Finance Company LP(1)

10.22    Indemnification Agreement, dated as of November 21, 1995, among
Financial Security Assurance Inc., National Financial Auto Funding Trust and
First Union Capital Markets Corp.(1)

10.23    Master Spread Account Agreement, dated as of November 21, 1995, among
National Financial Auto Funding Trust, Financial Security Assurance Inc. and
Harris Trust and Savings Bank, as Trustee and as Collateral Agent.(1)

10.24    Financial Guaranty Insurance Policy (Policy No.:  50522-N), together
with Endorsement No. 1 thereto, dated November 13, 1996, issued by Financial
Security Assurance Inc. in favor of Harris Trust and Savings Bank, as trustee
for the benefit of the Certificate Holders.(1)

10.25    Custodial Agreement, dated as of November 21, 1995, by and between Omni
Financial Services of America, Inc., as custodian, and National Auto Finance
Company LP, as Master Servicer.(1)

10.26    Amendment, dated as of November 21, 1995, to the First Amended and
Restated Trust Agreement of NAFCO Funding Trust, dated as of December 8, 1994,
among National Auto Finance Company LP, as Depositor, The Chase Manhattan Bank
(USA), as Owner Trustee, and Gary L. Shapiro, Edgar Otto A. and Andrew Stidd, as
Co-Trustees.(1)

10.27    Form of Indemnification Agreement.(4)

10.28    Assignment and Assumption Agreement, dated as of October 7, 1996,
between National Auto Finance Company, Inc. and National Auto Finance Company
LP(1)

10.29    Pooling and Servicing Agreement, dated as of October 21, 1996, by and
among National Financial Auto Funding Trust, as Transferor, National Auto
Finance Company LP, as Servicer, and Harris Trust and Savings Bank, as
Trustee.(2)

10.30    Purchase and Contribution Agreement, dated as of October 21, 1996, by
and between National Auto Finance Company LP and National Financial Auto Funding
Trust.(2)

10.31    Assignment Agreement, dated as of October 21, 1996, between Bankers
Trust Company and National Financial Auto Funding Trust II.(2)

10.32    Master Spread Account Agreement, dated as of November 13, 1996, among
National Financial Auto Funding Trust, Financial Security Assurance Inc. and
Harris Trust and Savings Bank, as Trustee and Collateral Agent.(2)

10.33    Insurance and Indemnity Agreement, dated as of November 13, 1996, among
Financial Security Assurance Inc., National Financial Auto Funding Trust and
National Auto Finance Company LP(2)

10.34    Sale Agreement, dated as of October 21, 1996, by and between National
Financial Auto Funding Trust and National Financial Auto Funding Trust II.(2)




                                       7
<PAGE>   8

10.35    Transfer Agreement No. 1, dated as of November 13, 1996, by National
Financial Auto Funding Trust as Transferor to Harris Trust and Savings Bank, as
Trustee, pursuant to a Pooling and Servicing Agreement, dated as of October 21,
1996.(2)

10.36    Form of Financial Guaranty Insurance Policy issued by Financial
Security Assurance Inc.(2)

10.37    Lease Agreement, dated as of June 16, 1997, by and between CTC
Investments II Limited and National Auto Finance Company, Inc.(5)*

10.37-1  First Amendment to Lease Agreement dated June 16, 1997 by and between
CTC Investments II Limited and National Auto Finance Company, Inc. dated October
1, 1997.(5)*

10.38    Referral Agreement, dated as of April 15, 1996, by and between First
Union National Bank of North Carolina and Auto Credit Clearinghouse LP(4)

10.39    Trust Agreement, dated as of July 21, 1997, between National Financial
Auto Funding Trust and Wilmington Trust Company, as trustee.(5)*

10.40    Indenture, dated as of June 29, 1997, by and between National Auto
Finance 1997-1 Trust and Harris Trust and Savings Bank as Trustee.(5)*

10.41    Sale and Servicing Agreement, dated as of June 29, 1997, by and among
National Auto Finance 1997-1 Trust, as Seller, National Financial Auto Finance
1997-1 Trust, National Auto Finance Company, Inc. as Servicer, and Harris Trust
and Savings Bank, as Trust Collateral Agent and Back-up Servicer.(5)*

10.42    Financial Guaranty Insurance Policy, dated as of July 23, 1997,
delivered by Financial Security Assurance, Inc.(5)*

10.43    Purchase and Contribution Agreement, dated June 29, 1997, by and
between National Auto Finance Company, Inc. and National Financial Auto Funding
Trust.(5)*

10.44    Sale Agreement, dated as of June 29, 1997, by and between National
Financial Auto Funding Trust II and National Financial Auto Funding Trust.(5)*

10.45    Indemnification Agreement, dated as of July 23, 1997, by and among
Financial Security Assurance Inc., National Finance Auto Funding Trust and First
Union Capital Markets Corp.(5)*

10.46    Amendment No. 1 dated 1997, by and among National Financial Auto
Funding Trust, Financial Security Assurance Inc., Harris Trust and Savings Bank,
as collateral agent, and National Auto Finance Company, Inc. to Master Spread
Account Agreement dated as of November 21, 1995 and Master Spread Account
Agreement dated as of November 13, 1996, in each case among National Financial
Auto Funding Trust, Financial Security Assurance Inc. and Harris Trust and
Savings Bank, as trustee and as collateral agent.(5)*

10.47    Amendment No. 1 dated October 1, 1997, among Financial Security
Assurance Inc., National Financial Auto Funding Trust and National Auto Finance
Company, Inc. to Insurance and Indemnity Agreement dated as of November 21, 1995
and Insurance and Indemnity Agreement dated as of November 13, 1996 in each case
among Financial Security Assurance Inc., National Financial Auto Funding Trust
and National Auto Finance Company, Inc.(5)*

10.48    Amendment to First Amended and Restated Trust Agreement dated as of
December 8, 1994 among National Auto Finance Company, Inc., the Trustee, and the
Co-Trustees, and Section 10.03 of the Trust Agreement dated as of December 8,
1995 among National Auto Finance Company, Inc., the Trustee and the Co-Trustees,
made as of October 1, 1997 among National Auto Finance Company, Inc., The Chase
Manhattan Bank Delaware, as Trustee of National Financial Auto Funding Trust II
and National Financial Auto Funding Trust II and the co-trustee of such
trusts.(5)*

10.49    Investment Agreement dated as of October 1, 1997 by and between
National Auto Finance Company, Inc. and FSA Portfolio Management, Inc.(5)*




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<PAGE>   9

10.50    Revolving Credit Agreement dated as of September 29, 1997 among
National Auto Finance Company, Inc. and BankBoston, N.A., for itself and as
agent for the other lending institutions named therein.(5)*

10.50-1  Amendment Agreement No. 1 to Revolving Credit Agreement dated October
1, 1997 by and between National Auto Finance Company, Inc. and BankBoston, N.A.
and the other lending institutions party thereto and BankBoston, N.A., as agent
for itself and other banking institutions.(5)*

10.50-2  Amendment Agreement No. 2 to Revolving Credit Agreement dated December
19, 1997 by and between National Auto Finance Company, Inc. and BankBoston, N.A.
and the other lending institutions party thereto and BankBoston, N.A., as agent
for itself and other banking institutions.(5)*

10.50-3  Amendment Agreement No. 3 to the Revolving Credit Agreement, dated
March 19, 1998, by and among National Auto Finance Company, Inc. BankBoston,
N.A. and the other lending institutions party thereto.(5)*

10.50-4  Amendment Agreement No. 4 to the Revolving Credit Agreement, dated
March 27, 1998, by and among National Auto Finance Company, Inc. BankBoston,
N.A. and the other lending institutions party thereto.(5)*

10.51    Trademark Collateral Security and Pledge Agreement dated as of
September 29, 1997, between National Auto Finance Company, Inc. and BankBoston,
N.A., for itself and other banking institutions.(5)*

10.52    Pledge Agreement made as of September 29, 1997 by and among National
Auto Finance Company, Inc., National Chartered Auto Corporation and BankBoston,
N.A.(5)*

10.53    Note dated as of September 29, 1997 payable by National Auto Finance
Company, Inc. to BankBoston, N.A., as agent.(5)*

10.54    [Intentionally Omitted]

10.55    [Intentionally Omitted]

10.56    [Intentionally Omitted]

10.57    Lease Agreement dated April 8, 1996, by and between CanPro Investments
Ltd. and National Auto Financial Corporation or its assignee Auto Credit
Clearinghouse.(5)*

10.58    Software License, Support and Usage Agreement dated as of February 14,
1997 by and between BNI, Inc. and National Auto Finance Company LP(5)*

10.58-1  First Amendment to Software License, Support and Usage Agreement dated
as of December 15, 1997 by and between BNI, Inc. and National Auto Finance
Company LP(5)*

10.59    Software Sublicense, Support and Usage Agreement dated as of February
17, 1997, by and between Pinnacle Portfolio Services LLC and National Auto
Finance Company, Inc.(5)*

10.60    Consent and Amendment, dated as of September 25, 1997, between National
Financial Auto Funding Trust, National Auto Finance Company, Inc., First Union
National Bank and Bankers Trust Company, as Trustee of National Financial Auto
Receivables Master Trust.(5)*

10.61    Security Agreement, dated as of September 29, 1997, between National
Auto Finance Company, Inc. and BankBoston, N.A., as agent for itself and other
banking institutions.(5)*

10.62    [Intentionally Omitted.]

10.63    Amendment, dated as of September 25, 1997, to Pooling and Servicing
Agreements, dated as of October 1, 1995 and October 21, 1996, each among
National Financial Auto Funding Trust, National Auto Finance Company, Inc., as
successor to National Auto Finance Company LP, and Harris Trust and Savings
Bank, as trustee.(5)*




                                       9
<PAGE>   10

10.64    Waiver letter of Financial Assurance Inc., dated as of September 25,
1997, to National Auto Finance Company, Inc. and National Financial Auto Funding
Trust.(5)*

10.65    [Intentionally Omitted.]

10.66    Insurance and Indemnity Agreement, among Financial Security Assurance
Inc., National Auto Finance 1997-1 Trust, National Financial Auto Funding Trust
and National Auto Finance Company, Inc., dated as of July 23, 1997.(5)*

10.67    Master Spread Account Agreement, dated as July 23, 1997, among National
Financial Auto Funding Trust, Financial Security Assurance Inc. and Harris Trust
and Savings Bank, as Trustee and as Collateral Agent.(5)*

10.68    Custodial Agreement, dated as of July 23, 1997, by and between Omni
Financial Services of America, Inc., as custodian, and National Auto Finance
Company, Inc., as servicer.(5)*

10.69    $1.5 million Promissory Note, dated as of August 25, 1997, payable by
National Auto Finance Company, Inc. to First Union National Bank.(5)*

10.70    Security Agreement, dated as of August 25, 1997, delivered by National
Auto Finance Company, Inc. to First Union National Bank.(5)*

10.71    Loan Agreement, dated as of August 25, 1997, by and between First Union
National Bank and National Auto Finance Company, Inc.(5)

10.72    Voting Agreement by and among The 1818 Mezzanine Fund, LP, PC
Investment Company, Progressive Investment Company, Inc. and National Auto
Finance Company, L.P dated December 22, 1997.(5)

10.73    Restated Registration Rights Agreement, dated March 27, 1998, by and
among National Auto Finance Company, Inc. and Certain Investors.(5)*

10.74    Junior Subordination Agreement, dated as of March 27, 1998, among
BankBoston, N.A., The 1818 Mezzanine Fund, LP, PC Investment Company,
Manufacturers Life Insurance Company (U.S.A.), Nova Financial Corporation, Nova
Corporation, The Structured Finance High Yield Fund, LLC and National Auto
Finance Company, Inc.(5)*

10.75    Indenture, dated as of December 15, 1997, by and between National Auto
Finance 1998-1 Trust and Harris Trust and Savings Bank at Trustee.(5)*

10.76    Sale and Servicing Agreement, dated as of December 15, 1997, by and
among National Auto Finance 1998-1 Trust, as Seller, National Financial Auto
Finance 1998-1 Trust, National Auto Finance Company, Inc. as Servicer, and
Harris Trust and Savings Bank, as Trust Collateral Agent and Back-up
Servicer.(5)*

10.77    Insurance and Indemnity Agreement, among Financial Security Assurance
Inc., National Auto Finance 1998-1 Trust, National Financial Auto Funding Trust
and National Auto Finance Company, Inc., dated as of January 20, 1998.(5)*

10.78    Master Spread Account Agreement, dated as January 20, 1998, among
National Financial Auto Funding Trust, Financial Security Assurance Inc. and
Harris Trust and Savings Bank, as Trustee and as Collateral Agent.(5)*

10.79    Custodial Agreement, dated as of January 20, 1998, by and between Omni
Financial Services of America, Inc., as custodian, and National Auto Finance
Company, Inc., as servicer.(5)*

10.80    Sale Agreement, dated as of December 15, 1997, by and between National
Financial Auto Funding Trust Il and National Financial Auto Funding Trust.(5)*





                                       10
<PAGE>   11

10.81    Trust Agreement, dated as of December 15, 1997, between National
Financial Auto Funding Trust and Wilmington Trust Company.(5)*

10.82    Purchase and Contribution Agreement, dated December 15, 1997, by and
between National Auto Finance Company, Inc. and National Financial Auto Funding
Trust.(5)*

10.83    Assignment Agreement, dated as of December 15, 1997, between Bankers
Trust Company and National Financial Auto Funding Trust II.(5)*

10.84    Indemnification Agreement, dated as of January 20, 1998, by and among
Financial Security Assurance Inc., National Financial Auto Funding Trust and
First Union Capital Markets Corp.(5)*

10.85    Amendment, dated as of January 20, 1998, by and among National
Financial Auto Funding Trust, Financial Security Assurance Inc., Harris Trust
and Savings Bank, as collateral agent, and National Auto Finance Company, Inc.
to Master Spread Account Agreement dated as of November 21, 1995, Master Spread
Account Agreement dated as of November 13, 1996, and Master Spread Account
Agreement dated as of July 23, 1997 in each case among National Financial Auto
Funding Trust, Financial Security Assurance Inc. and Harris Trust and Savings
Bank, as trustee and as collateral agent.(5)*

10.86    Referral Agreement, dated as of February 26, 1998, by and between U.S.
Bank, N.A. and Auto Credit Clearinghouse, a division of National Auto Finance
Company, Inc.(5)*

10.87    Restructuring Agreement, dated as of April 7, 1999 by and among the
Company, National Auto Finance Company, L.P., National Auto Finance Corporation,
The 1818 Mezzanine Fund, L.P., PC Investment Company, Progressive Investment
Company, Inc. Manufacturers Life Insurance Company (U.S.A.), and The Structured
Finance High Yield Fund, LLC.

10.88    Revolving Credit, Term Loan and Security Agreement dated as of March
31, 1999 by and among National Auto Funding Trust, the Company and First Union
National Bank.

10.89    Note Exchange Agreement dated as of April 7, 1999 by and among the
Company, Nova Financial Corporation, Nova Corporation, Stephen L. Gurba, Edgar
Otto and Gary L. Shapiro.

10.90    Amended and Restated Junior Subordination Agreement, dated as of April
7, 1999 among The 1818 Mezzanine Fund, L.P., PC Investment Company,
Manufacturers Life Insurance Company (U.S.A.), The Structured Finance High Yield
Fund, and others, and the Company.

10.91    Release and Consent Not to Sue, dated as of April 7, 1999 by National
Auto Finance Company L.P., National Auto Finance Corporation, Nova Financial
Corporation, Nova Corporation, Gary L. Shapiro, Edgar A. Otto, and Stephen L.
Gurba for itself or himself and on behalf of others, releasing the Company and
others from certain claims, etc.

10.92    Release dated as of April 7, 1999 by The 1818 Mezzanine Fund, L.P., PC
Investment Company, Progressive Investment Company, Inc., Manufacturers Life
Insurance Company (U.S.A.), and The Structured Finance High Yield Fund, LLC for
itself and other named Releasors releasing the Company and other named
Releasees.

10.93    Amended and Restated Pooling and Administration Agreement, dated as of
December 8, 1994 and restated in its entirety as of April 7, 1999 by and among
National Financial Auto Funding Trust II, the Company and Bankers Trust Company.

10.94    Amendment One to Back-up Servicing Agreement, dated as of March 31,
1999 by and among CSC Logic/MSA LLP, the Company, First Union National Bank and
Bankers Trust, as trustee and National Financial Auto Funding Trust II.

10.95    Consent and Amendment, dated as of March 31, 1999 by and among National
Financial Auto Funding Trust II, the Company, First Union National Bank and
Bankers Trust Company, as trustee.





                                       11
<PAGE>   12

10.96    Reissuance of Series 1994-R class B Certificate registered in the name
of First Union National Bank as owner of a fractional undivided interest in the
National Financial Auto Receivables Master Trust.

10.97    Certificate Agreement, dated as of March 31, 1999 between National
Chartered Auto Corporation and the Company.

10.98    Consent and Amendment, dated as of March 31, 1999 to the Pooling and
Servicing Agreement dated as of October 1, 1995, and the Pooling and Servicing
Agreement, dated as of October 21, 1996 each among National Financial Auto
Funding Trust, the Company, and Harris Trust and Savings Bank, as trustee.

10.99    National Auto Finance Company, Inc. Owner Trustee and National
Financial Auto Funding Trust Indenture Trustee Irrevocable Instruction Letter
dated as of March 31, 1999 addressed to Wilmington Trust Company, as Owner
Trustee, Harris Trust and Savings Bank, as Trustee, and Chase Manhattan Bank
Delaware, as Trustee, each as trustee to various trusts.

10.100   Amendment to Trust Agreement dated as of March 31, 1999 of the First
Amended and Restated Trust Agreement dated as of December 8, 1994 among the
Company, Chase Manhattan Bank Delaware, as Trustee and certain other
Co-Trustees.

10.101   Agreement for Monitoring and Back-up Servicing, dated as of March 31,
1999 among the Company, CSC Logic/MSA LLP and Financial Security Assurance Inc.

10.102   Amendment to Custodian Agreement, dated as of March 31, 1999 to the
Custodian Agreement, dated as of October 15, 1998, by and among Harris Trust and
Savings Bank as Custodian, the Company as Administrator and Harris Trust and
Savings Bank as trustee of various trusts.

10.103   Supplement to Back-up Servicing Agreement, dated as of March 31, 1999
by and among National Auto Funding Trust, the Company and Harris Trust and
Savings Bank to the Back-up Servicing Agreement dated as of March 31, 1999.

10.104   Agreement and Amendment, dated as of March 31, 1999 among Financial
Security Assurance Inc., National Financial Auto Funding Trust, the Company,
National Auto Finance 1997-1 Trust and National Auto Finance 1998-1 Trust to
Insurance and Indemnity Agreements dated as of November 21, 1995, November 13,
1996, July 23, 1997 and January 20, 1998 in each case among Financial Security
Assurance Inc., National Financial Auto Funding Trust and the Company and with
respect to the Insurance and Indemnity Agreement dated as of July 23, 1997, also
among National Auto Finance 1997-1 Trust and with respect to the Insurance and
Indemnity Agreement dated as of January 20, 1998 also among National Auto
Finance 1998-1 Trust.

10.105   Agreement and Amendment dated as of March 31, 1999 among Financial
Security Assurance Inc., National Financial Auto Funding Trust, Harris Trust and
Savings Bank, to Series 1996-1 Supplement, Series 1997-1 Supplement and Series
1998-1 Supplement each dated as of March 31, 1998 to the First Amended and
Restated Master Spread Account Agreement dated as of March 31, 1998.

10.106   Commitment of First Union National Bank to Purchase Subordinated
Asset-Backed Notes.

10.107   Subordination and Intercreditor Agreement, dated as of March 31, 1999,
by and among National Financial Auto Funding Trust, National Auto Finance 1996-1
Trust, National Auto Finance 1997-1 Trust, National Auto Finance Trust 1998-1
Trust, the Company, First Union National Bank, Financial Security Assurance,
Inc., and Harris Trust and Savings Bank, as Trustee and Collateral Agent.

10.108   Fairness Opinion of Rothschild, Inc.



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