§47-565.2.

§47-565.2.
   
   A. Irrespective of the terms, provisions or conditions of any
   franchise, or the terms or provisions of any waiver, no manufacturer
   shall terminate, cancel or fail to renew any franchise with a licensed
   new motor vehicle dealer unless the manufacturer has satisfied the
   notice requirements as provided in this section and has good cause for
   cancellation, termination or nonrenewal. The manufacturer shall not
   attempt to cancel or fail to renew the franchise agreement of a new
   motor vehicle dealer in this state unfairly and without just
   provocation or without due regard to the equities of the dealer or
   without good faith as defined herein. As used herein, "good faith"
   means the duty of each party to any franchise agreement to act in a
   fair and equitable manner toward each other, with freedom from
   coercion or intimidation or threats thereof from each other.
   
   B. Irrespective of the terms, provisions or conditions of any
   franchise, or the terms or provisions of any waiver, good cause shall
   exist for the purpose of a termination, cancellation, or nonrenewal
   when:
   
   1. The new motor vehicle dealer has failed to comply with a provision
   of the franchise, which provision is both reasonable and of material
   significance to the franchise relationship, or the new motor vehicle
   dealer has failed to comply with reasonable performance criteria for
   sales or service established by the manufacturer, and the dealer has
   been notified by written notice from the manufacturer; and
   
   2. The new motor vehicle dealer has received written notification of
   failure to comply with the manufacturer's reasonable sales performance
   standards, capitalization requirements, facility commitments, business
   related equipment acquisitions or other such remediable failings
   exclusive of those reasons enumerated in paragraph 1 of subsection C
   of this section, and the new motor vehicle dealer has been afforded a
   reasonable opportunity of not less than six (6) months to comply with
   such a provision or criteria.
   
   C. Irrespective of the terms, provisions or conditions of any
   franchise agreement prior to the termination, cancellation or
   nonrenewal of any franchise, the manufacturer shall furnish
   notification of such termination, cancellation or nonrenewal to the
   new motor vehicle dealer and the Commission as follows:
   
   1. Not less than ninety (90) days prior to the effective date of such
   termination, cancellation or nonrenewal unless for a cause described
   in paragraph 2 of this subsection;
   
   2. Not less than fifteen (15) days prior to the effective date of such
   termination, cancellation or nonrenewal with respect to any of the
   following:
   
   a. insolvency of the new motor vehicle dealer, or the filing of any
   petition by or against the motor vehicle dealer under any bankruptcy
   or receivership law,
   
   b. failure of the new motor vehicle dealer to conduct its customary
   sales and service operations during its customary business hours for
   seven (7) consecutive business days, provided that such failure to
   conduct business shall not be due to act of God or circumstances
   beyond the direct control of the new motor vehicle dealer, or
   
   c. conviction of the new motor vehicle dealer of any felony which is
   punishable by imprisonment or a violation of the Federal Odometer Act;
   and
   
   3. Not less than one hundred eighty (180) days prior to the effective
   date of such termination or cancellation where the manufacturer or
   distributor is discontinuing the sale of the product line.
   
   The notification required by this subsection shall be by certified
   mail, return receipt requested, and shall contain a statement of
   intent to terminate, to cancel or to not renew the franchise, a
   statement of the reasons for the termination, cancellation or
   nonrenewal and the date the termination shall take effect.
   
   D. Upon the affected new motor vehicle dealer's receipt of the
   aforementioned notice of termination, cancellation or nonrenewal, the
   new motor vehicle dealer shall have the right to file a protest of
   such threatened termination, cancellation or nonrenewal with the
   Commission within ten (10) days and request a hearing. Such hearing
   shall be held in accordance with the provisions of the Administrative
   Procedures Act, Sections 301 through 326 of Title 75 of the Oklahoma
   Statutes, to determine if the cancellation, termination or nonrenewal
   of the franchise has been for good cause and if the manufacturer or
   distributor has complied with its obligation pursuant to subsections
   D, E and F of this section. If the Commission finds that the
   cancellation, termination or nonrenewal of the franchise has not been
   for good cause pursuant to the provisions of subsection B of this
   section or that the manufacturer or distributor has failed to comply
   with the provisions of subsections D, E and F of this section, then it
   may issue a final order requiring the manufacturer or distributor to
   pay sufficient monies to the terminated, canceled or nonrenewed new
   motor vehicle dealer so that he will be in the same position as if the
   manufacturer or distributor had fully complied with subsections D, E
   and F of this section or issue a final order rescinding said
   cancellation, termination or nonrenewal. The manufacturer or
   distributor must timely comply with these orders or may be subject to
   sanctions as provided for in Sections 564 and 565 of Title 47 of the
   Oklahoma Statutes.
   
   E. Upon termination, cancellation or nonrenewal of any franchise by
   the manufacturer, pursuant to this section, the new motor vehicle
   dealer shall be allowed fair and reasonable compensation by the
   manufacturer for:
   
   1. New current and previous model year vehicle inventory which has
   been acquired from the manufacturer, and which is unused and has not
   been damaged or altered while in the dealer's possession;
   
   2. Supplies and parts which have been acquired from the manufacturer,
   for the purpose of Section 10 of this act, limited to any and all
   supplies and parts that are listed on the current parts price sheet
   available to the dealer;
   
   3. Equipment and furnishings, provided the new motor vehicle dealer
   purchased them from the manufacturer or its approved sources; and
   
   4. Special tools, with such fair and reasonable compensation to be
   paid by the manufacturer within ninety (90) days of the effective date
   of the termination, cancellation or nonrenewal, provided the new motor
   vehicle dealer has clear title to the inventory and other items and is
   in a position to convey that title to the manufacturer.
   
   F. In the event of a termination, cancellation or nonrenewal under
   this section, and the new motor vehicle dealer is leasing the
   dealership facilities, the manufacturer shall pay a reasonable rent to
   the lessor in accordance with and subject to the provisions of
   subsection G of this section.
   
   G. 1. Such reasonable rental value shall be paid only to the extent
   the dealership premises are recognized in the franchise and only if
   they are:
   
   a. used solely for performance in accordance with the franchise, and
   
   b. not substantially in excess of facilities recommended by the
   manufacturer;
   
   2. If the facilities are owned by the new motor vehicle dealer, the
   manufacturer will either:
   
   a. locate a qualified purchaser who will offer to purchase the
   dealership facilities at a reasonable price,
   
   b. locate a qualified lessee who will offer to lease the premises for
   a reasonable term at reasonable rent, or c. failing the foregoing,
   lease the dealership facilities at a reasonable rental value for one
   (1) year;
   
   3. If the facilities are leased by the new motor vehicle dealer, the
   manufacturer will either:
   
   a. locate a tenant or tenants satisfactory to the lessor, who will
   sublet or assume the balance of the lease,
   
   b. arrange with the lessor for the cancellation of the lease without
   penalty to the dealer, or
   
   c. failing the foregoing, lease the dealership facilities at a
   reasonable rent for one (1) year; and
   
   4. The manufacturer shall not be obligated to provide assistance under
   this section if the new motor vehicle dealer:
   
   a. fails to accept a bona fide offer from a prospective purchaser,
   sublessee or assignee,
   
   b. refuses to execute a settlement agreement with the lessor if such
   agreement with the lessor would be without cost to the dealer, or
   
   c. fails to make written request for assistance under this section
   within one (1) month of notice of termination, cancellation or
   nonrenewal.