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EXHIBIT 10.147.2
Capital One Auto Finance, Inc.
3901 N. Dallas Parkway
Plano, Texas 75093
September 21, 2004
__________________
c/o Onyx Acceptance Corporation
27051 Towne Center
Drive, Suite 100
Foothill Ranch,
California 92610
Dear_____________:
This letter is to confirm our agreement regarding all of the
shares,
$.01 par value per share ("Common Stock")
of Onyx Acceptance Corporation, a
Delaware corporation (the "Company"),
beneficially owned (within the meaning of
Rule 13d-3 under the Securities Exchange
Act of 1934, as amended) by you and any
other shares of Common Stock as to which
you may hereafter acquire beneficial
ownership (the "Shares"). In order to
induce Capital One Auto Finance, Inc., a
Texas corporation ("Parent"), to enter into
an Agreement and Plan of Merger to
be dated as of the date hereof by and among
Parent, Foothill Services
Corporation, a Delaware corporation and
wholly owned subsidiary of Parent
("Sub"), and the Company (the "Merger
Agreement"), you and Parent hereby agree
as follows (capitalized terms used herein
but not otherwise defined shall have
the meanings ascribed to them in the Merger
Agreement):
You hereby agree to vote or cause to be voted all of the Shares
over
which you have voting power (i) in favor of
approval and adoption of the Merger
Agreement, the Merger and the transactions
contemplated by the Merger Agreement
and (ii) against any Takeover Proposal
involving the Company, and any other
matters which could reasonably be expected
to impede, interfere, delay or
adversely affect the Merger and the
transactions contemplated by the Merger
Agreement. In furtherance of your voting
agreement in this paragraph, you hereby
revoke any and all previous proxies with
respect to any of the Shares and grant
to Parent and such individuals or
corporations as Parent may designate an
irrevocable proxy to vote all of the Shares
owned by you in accordance with this
paragraph on any matters which may be
presented to stockholders of the Company
with respect to the matters referred to in
(i) and (ii) above in this paragraph.
You hereby acknowledge that the proxy
granted by the foregoing is coupled with
an interest and is irrevocable. In
addition, you hereby agree to execute such
additional documents as Parent may
reasonably request to effectuate its proxy
and voting rights under this paragraph.
Notwithstanding anything to the contrary
contained herein, the obligation for you to
vote the Shares and the proxy
granted to Parent hereby shall
automatically terminate and be of no further
force and effect upon the termination of
this letter agreement in accordance
with its terms.
You hereby agree not to sell or transfer the Shares (except to
Parent
or Sub) prior to the Expiration Date.
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Notwithstanding anything in this Agreement to the contrary,
Parent
under
