EXHIBIT 10.147 RESIDUAL INTEREST LOAN AND SECURITY AGREEMENT Dated as of January 13, 2004Loan and Security Agreement • May 17th, 2004 • Onyx Acceptance Corp • Personal credit institutions • California
EXHIBIT 10.122 TRUST AGREEMENTTrust Agreement • May 15th, 2002 • Onyx Acceptance Corp • Personal credit institutions • Delaware
INDENTURE between ONYX ACCEPTANCE RESIDUAL FUNDING OWNER TRUST 2002-A, as Issuer, andIndenture • May 15th, 2002 • Onyx Acceptance Corp • Personal credit institutions • New York
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • November 24th, 1998 • Onyx Acceptance Corp • Personal credit institutions
EXECUTION ONYX ACCEPTANCE RECEIVABLES CORPORATION AMENDED AND RESTATED SALE AND SERVICING AGREEMENT dated as of January 29, 2004 ONYX ACCEPTANCE CORPORATION ONYX ACCEPTANCE RECEIVABLES CORPORATION TABLE OF CONTENTSSale and Servicing Agreement • May 17th, 2004 • Onyx Acceptance Corp • Personal credit institutions • New York
ONYX ACCEPTANCE CORPORATION As Issuer AND BANKERS TRUST COMPANY As Trustee INDENTUREIndenture • April 20th, 2000 • Onyx Acceptance Corp • Personal credit institutions • New York
INDENTUREIndenture • January 8th, 2002 • Onyx Acceptance Corp • Personal credit institutions • New York
OUTSIDE OF PLAN] ONYX ACCEPTANCE CORPORATION STOCK OPTION AGREEMENT RECITALS A. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed in connection with the Corporation's grant of an...Stock Option Agreement • November 24th, 1998 • Onyx Acceptance Corp • Personal credit institutions • California
1 EXHIBIT 99.14 ONYX ACCEPTANCE CORPORATION STOCK OPTION AGREEMENT RECITALS I. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board or the board of directors of any Parent or...Stock Option Agreement • November 24th, 1998 • Onyx Acceptance Corp • Personal credit institutions • California
EXHIBIT 10.108Security Agreement • November 16th, 1998 • Onyx Acceptance Corp • Personal credit institutions • New York
1 EXHIBIT 10.104(a) SECOND AMENDMENT TO LOAN AGREEMENT AND PLEDGE AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED RESIDUAL INTEREST IN SECURITIZED ASSETS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Second Amendment") is dated...Loan Agreement • November 5th, 1999 • Onyx Acceptance Corp • Personal credit institutions • Massachusetts
EXHIBIT 10.101 TERM LOAN AGREEMENTTerm Loan Agreement • May 15th, 1998 • Onyx Acceptance Corp • Personal credit institutions • California
ANDRights Agreement • July 9th, 1997 • Onyx Acceptance Corp • Personal credit institutions • California
Page ---- SECTION 1. DEFINITIONS........................................................ 1 1.1. Defined Terms...................................................... 1 SECTION 2. AMOUNT AND TERMS OF COMMITMENT..................................... 2 2.1....Credit Agreement • November 14th, 2003 • Onyx Acceptance Corp • Personal credit institutions • New York
ARTICLE I DEFINITIONSIndenture • February 13th, 2004 • Onyx Acceptance Corp • Personal credit institutions
EXHIBIT 10.120 SECURITY AGREEMENTSecurity Agreement • November 5th, 1999 • Onyx Acceptance Corp • Personal credit institutions • New York
EXHIBIT 10.124 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • May 15th, 2002 • Onyx Acceptance Corp • Personal credit institutions • Delaware
THE BOND MARKET ASSOCIATION LOGO) MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • August 19th, 2003 • Onyx Acceptance Corp • Personal credit institutions • New York
1 EXHIBIT 99.18 COMPENSATION AGREEMENT Agreement made as of the ______ day of ____________, 199___ by and between Onyx Acceptance Corporation, a Delaware corporation (the "Corporation"), and _____________________ ("Optionee"). W I T N E S S E T H...Compensation Agreement • November 24th, 1998 • Onyx Acceptance Corp • Personal credit institutions
BY AND AMONGMerger Agreement • September 23rd, 2004 • Onyx Acceptance Corp • Personal credit institutions • Delaware
INDENTUREIndenture • March 1st, 2002 • Onyx Acceptance Corp • Personal credit institutions • New York
Each party hereto shall be entitled, without prejudice to the rights and remedies otherwise available to such party, to specific performance of all of the other party's obligations hereunder. This letter agreement shall be governed by and construed in...Shareholder Agreement • September 23rd, 2004 • Onyx Acceptance Corp • Personal credit institutions • Delaware
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):
EXHIBIT 10.134Security Agreement • November 14th, 2003 • Onyx Acceptance Corp • Personal credit institutions • New York
EXECUTION ONYX ACCEPTANCE RECEIVABLES CORPORATION AMENDED AND RESTATED SECURITY AGREEMENT Dated as of January 29, 2004 ONYX ACCEPTANCE CORPORATION JP MORGAN CHASE BANK AMENDED AND RESTATED SECURITY AGREEMENT AMENDED AND RESTATED SECURITY AGREEMENT...Security Agreement • May 17th, 2004 • Onyx Acceptance Corp • Personal credit institutions • New York
BACKGROUNDLoan Agreement • August 16th, 1999 • Onyx Acceptance Corp • Personal credit institutions • Massachusetts
1 EXHIBIT 99.2 ONYX ACCEPTANCE CORPORATION STOCK OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees and consultants and other independent advisors who provide services to the...Stock Option Agreement • November 24th, 1998 • Onyx Acceptance Corp • Personal credit institutions • California
1 EXHIBIT 99.9 ONYX ACCEPTANCE CORPORATION AUTOMATIC STOCK OPTION AGREEMENT RECITALS A. The Corporation has implemented an automatic option grant program under the Plan pursuant to which eligible non-employee members of the Board will automatically...Automatic Stock Option Agreement • November 24th, 1998 • Onyx Acceptance Corp • Personal credit institutions • California
WITNESSETH:Master License Agreement • August 14th, 2001 • Onyx Acceptance Corp • Personal credit institutions • Minnesota
ARTICLE 3 REPRESENTATIONS AND WARRANTIESInsurance and Indemnity Agreement • November 16th, 1998 • Onyx Acceptance Corp • Personal credit institutions • New York
1 EXHIBIT "4"Rights Agreement • July 9th, 1997 • Onyx Acceptance Corp • Personal credit institutions • California
BETWEENMaster Loan Agreement • November 16th, 1998 • Onyx Acceptance Corp • Personal credit institutions • New York
EXECUTION ONYX ACCEPTANCE RECEIVABLES CORPORATION AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 29, 2004 EIFFEL FUNDING, LLC VARIABLE FUNDING CAPITAL CORPORATION as Conduit Lenders CDC FINANCIAL PRODUCTS INC. WACHOVIA BANK, NATIONAL...Credit Agreement • May 17th, 2004 • Onyx Acceptance Corp • Personal credit institutions • New York
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • November 24th, 1998 • Onyx Acceptance Corp • Personal credit institutions
BACKGROUNDLoan Agreement • November 5th, 1999 • Onyx Acceptance Corp • Personal credit institutions • Massachusetts
RECITALSDistribution and Management Agreement • February 13th, 2004 • Onyx Acceptance Corp • Personal credit institutions
