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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 4, 2000
AMERCO
(Exact name of registrant as specified in its charter)
Nevada 1-11255 88-0106815
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1325 Airmotive Way, Suite 100, Reno, Nevada 89502
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (775) 688-6300
NONE
(Former name or former address, if changed since last report.)
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ITEMS 1-6. Not Applicable.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
Exhibit No.
-----------
Underwriting Agreement, dated January 27, 2000 1.1
Senior Indenture, dated April 1, 1999(1) 4.1
Form of Senior Global Note (included in Exhibit 4.3) 4.2
Second Supplemental Indenture, dated
February 4, 2000 4.3
Opinion re Tax Matters from Snell & Wilmer, LLP 8.1
Statement re Computation of Ratios 12.1
(1) Incorporated by reference to AMERCO's 8-K dated
April 8, 1999
ITEM 8. Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERCO
Date: February 4, 2000 By: /s/ Gary V. Klinefelter
------------------------
Gary V. Klinefelter
Secretary
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INDEX TO EXHIBITS
Exhibit No.
-----------
Underwriting Agreement, dated January 27, 2000 1.1
Senior Indenture, dated April 1, 1999(1) 4.1
Form of Senior Global Note (included in Exhibit 4.3) 4.2
Second Supplemental Indenture, dated February 4, 2000 4.3
Opinion re Tax Matters from Snell & Wilmer, LLP 8.1
Statement re Computation of Ratios 12.1
(1) Incorporated by reference to AMERCO's 8-K dated April 8, 1999
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Exhibit 1.1
Execution Copy
==========================================================
AMERCO
(a Nevada corporation)
$200,000,000
8.80% Senior Notes Due 2005
UNDERWRITING AGREEMENT
January 27, 2000
==========================================================
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
SECTION 1. Representations and Warranties.................................. 2
SECTION 2. Purchase and Sale............................................... 7
SECTION 3. Delivery and Payment............................................ 7
SECTION 4. Covenants of the Company........................................ 8
(a) Notice of Certain Events........................................ 8
(b) Notice of Certain Proposed Filings.............................. 9
(c) Copies of the Registration Statement and the Prospectus......... 9
(d) Filing of Amendments............................................ 9
(e) Copies of Amendments............................................ 9
(f) Copies of Public Reports and Required Filings................... 10
(g) Revisions of Prospectus - Material Changes...................... 10
(h) Earnings Statements............................................. 10
(i) Blue Sky Qualifications......................................... 10
(j) 1934 Act Filings................................................ 11
(k) Restriction on Sale of Securities............................... 11
(l) Investment Company Act.......................................... 11
SECTION 5. Conditions of Underwriters' Obligations......................... 11
(a) Stop Order and Effectiveness.................................... 11
(b) Statements Within Registration Statement or Prospectus.......... 12
(c) Corporate Proceedings; Legal Matters............................ 12
(d) Legal Opinions.................................................. 12
(e) Officer's Certificate........................................... 19
(f) Comfort Letter.................................................. 19
(g) Changes Affecting the Securities................................ 19
(h) Credit Downgrade................................................ 19
(i) Other Documents................................................. 20
SECTION 6. Reimbursement of Underwriters' Expenses......................... 20
SECTION 7. Indemnification................................................. 21
(a) Indemnification of the Underwriters............................. 21
(b) Indemnification of Company...................................... 22
(c) General......................................................... 22
SECTION 8. Contribution.................................................... 23
SECTION 9. Payment of Expenses............................................. 23
SECTION 10. Representations, Warranties and Agreements to Survive Delivery.. 24
</TABLE>
(i)
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<TABLE>
<S> <C>
SECTION 11. Termination..................................................... 24
(a) Termination; General............................................ 24
(b) Liabilities..................................................... 25
SECTION 12. Defaulting Underwriters......................................... 25
SECTION 13. Notices......................................................... 26
SECTION 14. Governing Law................................................... 26
SECTION 15. Parties......................................................... 26
SECTION 16. Effect of Headings.............................................. 26
SECTION 17. Counterparts.................................................... 27
</TABLE>
(ii)
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AMERCO
8.80% Senior Notes Due 2005
UNDERWRITING AGREEMENT
January 27, 2000
To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto
Dear Sirs and Madams:
AMERCO, a Nevada corporation (the "Company"), the direct parent of the
subsidiaries named in Schedule III hereto confirms its agreement with the
underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives with respect to the issue and
sale by the Company of the principal amount of its securities identified in
Schedule I hereto (the "Securities"). The Securities are to be issued pursuant
to a Senior Indenture (the "Indenture") dated as of April 1, 1999 between the
Company and The Bank of New York, as trustee (the "Trustee"), as supplemented by
a Second Supplemental Indenture, to be dated as of the Closing Date (as
hereinafter defined), between the Company and the Trustee (the "Second
Supplemental Indenture"). The Securities are to be issued pursuant to
resolutions adopted by the Board of Directors of the Company. As of the date
hereof, the Company has authorized the issuance and sale of up to U.S.
$200,000,000 aggregate principal amount of Securities through the Underwriters
pursuant to the terms of this Agreement. If the firm or firms listed in Schedule
II hereto include only the firm or firms listed in Schedule I hereto, then the
terms "Underwriters" and "Representatives," as used herein, shall each be deemed
to refer to such firm or firms.
The Company has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-3 (File No. 333-73357) with respect to
the registration of debt securities, including the Securities, in conformity
with the requirements of the Securities Act of 1933, as amended (the "1933
Act"), and the offering thereof from time to time in accordance with Rule 415 of
the rules and regulations of the SEC under 1933 Act (the "1933 Act
Regulations"). Such registration statement has become effective under the 1933
Act. If any post-effective amendment to such registration statement has been
filed with the SEC prior to the Representation Date (as defined below), the most
recent such amendment has been declared effective by the SEC. Copies of such
registration statement and any amendments thereto have been delivered by the
Company to the Underwriters.
As used in this Agreement, "Effective Time" means the date and the time as
of which such registration statement, or the most recent post-effective
amendment thereto, if any, was declared effective by the SEC; and "Effective
Date" means the date of the Effective Time. As provided in Section 3(a), a
prospectus supplement reflecting the terms of the Securities, the terms of the
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offering thereof and the other matters set forth therein has been prepared and
will be filed pursuant to Rule 424 under the 1933 Act ("Rule 424"). In addition,
a preliminary prospectus supplement reflecting the terms of the Securities, the
terms of the offering thereof, and the other matters set forth therein also may
be prepared and filed pursuant to Rule 424. Such prospectus supplement, in the
form filed on or after the date of this Agreement pursuant to Rule 424, is
referred to in this Agreement as the "Prospectus Supplement," and any such
preliminary prospectus supplement in the form filed after the date of this
Agreement pursuant to Rule 424 is referred to as the "Preliminary Prospectus
Supplement." Any prospectus accompanied by a Preliminary Prospectus Supplement
is referred to in this Agreement, collectively with such Preliminary Prospectus
Supplement, as a "Preliminary Prospectus." The registration statement referred
to in this preamble, as amended, including the exhibits thereto and the
documents filed by the Company with the SEC pursuant to the Securities Exchange
Act of 1934, as amended (the "1934 Act"), including any exhibits thereto, that
are incorporated by reference therein pursuant to Item 12 of Form S-3 under the
1933 Act (the "Incorporated Documents"), including the information, if any,
deemed to be a part thereof pursuant to Rule 430A(b) of the 1933 Act regulations
(the "Rule 430A Information") or Rule 434(d) of the 1933 Act Regulations (the
"Rule 434 Information"), is called the "Registration Statement"; and the basic
prospectus included therein relating to all offerings of securities under the
Registration Statement, as supplemented by the Prospectus Supplement, is called
the "Prospectus," except that, if such basic prospectus is amended or
supplemented on or prior to the date on which the Prospectus Supplement is first
filed pursuant to Rule 424, the term "Prospectus" shall refer to the basic
prospectus as so amended or supplemented and as supplemented by the Prospectus
Supplement, in either case including the Incorporated Documents. Any reference
to any amendment to the Registration Statement shall be deemed to refer to and
include any annual or interim report of the Company or other documents filed
pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of
the Registration Statement that is incorporated by reference in the Registration
Statement. Notwithstanding the foregoing, any prospectus supplement prepared or
filed with respect to an offering pursuant to the Registration Statement of
securities other than the Securities shall not be deemed to have supplemented
the Prospectus.
SECTION 1. Representations and Warranties.
(a) The Company represents and warrants to, and agrees with, the
Representative and to each Underwriter named in Schedule II hereto, as of the
date hereof and as of the Closing Date as follows:
(i) Due Incorporation and Foreign Qualification. Each of the Company
and its subsidiaries has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
organization, with full power and authority (corporate and other) to own
or lease its properties and conduct its business as described in the
Prospectus and is duly qualified to do business and is in good standing in
each jurisdiction in which the character of the business conducted by it
or the location of the properties owned or leased by it make such
qualification necessary, except where the failure so to qualify would not
have a material adverse effect on the condition (financial or other),
results of operations, assets, business or prospects of the Company and
its subsidiaries taken as a whole; and none of the subsidiaries of the
Company, other than any so identified in
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Schedule III to this Agreement, is a "significant subsidiary," as such
term is defined in Rule 405 of the 1933 Act Regulations.
(ii) Registration Statement and Prospectus; Incorporated Documents;
Indenture. The Company meets the requirements for the use of Form S-3
under the 1933 Act. The Registration Statement has become effective; no
stop order suspending the effectiveness of the Registration Statement is
in effect; and no proceedings for such purpose are pending before or, to
the Company's knowledge, threatened by the SEC. The Registration Statement
conformed, on the Effective Date or (with respect to Incorporated
Documents) on the date of filing thereof with the SEC, in all material
respects, to the requirements of the 1933 Act and the 1933 Act
Regulations, and the Registration Statement on the Effective Date did not
contain and at the Time of Delivery (as defined below) will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; neither the Prospectus nor any amendments or supplements
thereto, at the time the Prospectus or any such amendment or supplement
was issued and at the Closing Date, included or will include an untrue
statement of a material fact or omitted or will omit to state a material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and any
further documents so filed and incorporated by reference in the
Prospectus, when such documents become effective or are filed with SEC, as
the case may be, will conform in all material respects to the requirements
of the 1933 Act or the 1934 Act, as applicable, and the rules and
regulations of the SEC thereunder and will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading; and on the Effective Date, the Indenture
conformed and will conform in all material respects with the requirements
of the Trust Indenture Act of 1939, as amended (the "1939 Act"), and the
applicable rules and regulations thereunder; provided that no
representation or warranty is made as to information contained in or
omitted from the Registration Statement or the Prospectus in reliance upon
and in conformity with written information furnished to the Company by or
on behalf of any Underwriter specifically for inclusion therein (which
information shall be determined as set forth in Section 7(b) hereof) or
that part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under the 1939 Act.
(iii) Accountants. PricewaterhouseCoopers LLP, whose report is
incorporated by reference in the Prospectus, are independent certified
public accountants within the meaning of the 1933 Act and the 1933 Act
Regulations. The financial statements and schedules (including the related
notes and supporting schedules) included or incorporated by reference in
the Registration Statement and the Prospectus present fairly the financial
condition, results of operations and changes in financial condition of the
entities purported to be shown thereby at the dates and for the periods
indicated and have been prepared in accordance with generally accepted
accounting principles.
(iv) Capital Stock of Subsidiaries. All of the issued shares of
capital stock of each significant subsidiary (as such term is defined in
Rule 405 of the 1933 Act Regulations) of the Company have been duly and
validly authorized and issued and are fully
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paid, non-assessable (except for the shares of capital stock of Oxford
Life Insurance Company and Republic Western Insurance Company that are
further assessable to the extent of their respective par values in
accordance with Article 14, Section 11 of the Constitution of the State of
Arizona) and are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims.
(v) Authorization and Validity of this Agreement. This Agreement has
been duly authorized, executed and delivered by the Company and
constitutes the valid and binding agreement of the Company and is
enforceable against the Company in accordance with its terms.
(vi) Authorization and Validity of the Securities. The Company has
all of the requisite corporate power and authority to execute, issue and
deliver the Securities and to incur and perform its obligations provided
for therein; the Securities have been duly authorized by the Company and,
when executed and authenticated in accordance with the provisions of this
Agreement, the Indenture and the Second Supplemental Indenture and
delivered to and paid for by the Underwriters as provided for in this
Agreement, will have been duly executed, authenticated (assuming due
authentication by the Trustee), issued and delivered and will constitute
legal, valid and binding obligations of the Company entitled to the
benefits of the Indenture and the Second Supplemental Indenture and
enforceable against the Company in accordance with their terms; and the
Securities conform in all material respects to the description thereof
contained in the Prospectus.
(vii) Authorization and Validity of the Indenture and the Second
Supplemental Indenture. The Company has all of the requisite corporate
power and authority to execute and deliver the Indenture and the Second
Supplemental Indenture and to perform its obligations provided for
therein; the Indenture and the Second Supplemental Indenture have been
duly authorized by the Company and have been duly qualified under the 1939
Act, will be substantially in the form heretofore delivered to the
Underwriters and, upon due execution and delivery by the Company, and
assuming due execution and delivery by the Trustee, will constitute a
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms; and the Indenture and the Second
Supplemental Indenture conforms in all material respects to the
descriptions thereof contained in the Prospectus.
(viii) Material Changes. Except as described in or contemplated by
the Prospectus (exclusive of any amendment or supplement thereto), there
has not been any material adverse change in, or adverse development which
materially affects, the condition (financial or other), results of
operations, assets, business or prospects of the Company and its
subsidiaries taken as a whole, from the date as of which information is
given in the Prospectus.
(ix) No Defaults; Regulatory Approvals. Neither the Company nor any
of its subsidiaries is, or with the giving of notice or lapse of time or
both would be, in violation of or in default under its respective articles
or certificate of incorporation or by-laws, or any bond, debenture, note
or any other evidence of indebtedness or any indenture, mortgage,
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deed of trust or other material agreement or instrument to which the
Company or any of its subsidiaries is a party or by which it or any of
them is bound, or to which any of their properties is subject, where such
violation or default would have a material adverse effect on the condition
(financial or other), results of operations, assets, business or prospects
of the Company and its subsidiaries taken as a whole. The execution and
delivery, fulfillment and consummation of the transactions contemplated by
this Agreement, the Indenture, the Second Supplemental Indenture and the
Securities will not conflict with or constitute a breach of, or a default
(with the passage of time or the giving of notice or otherwise) under, or
result in the imposition of a lien on any properties of the Company or any
of its subsidiaries, or an acceleration of indebtedness pursuant to, the
articles or certificate of incorporation or by-laws of the Company or any
of its subsidiaries, or any bond, debenture, note or any other evidence of
indebtedness of any indenture, mortgage, deed of trust or other material
agreement or instrument to which the Company or any of its subsidiaries is
a party or by which it or any of them is bound, or to which any of the
property or assets of the Company or any of its subsidiaries is subject,
or any law, rule, administrative regulation, order or decree of any court
or any governmental agency or body having jurisdiction over the Company,
any of its subsidiaries or any of their respective properties. Except for
the orders of the SEC declaring the Registration Statement effective under
the 1933 Act and permits and similar authorizations required under the
securities or "Blue Sky" laws of certain jurisdictions, no consent,
approval, authorization or order of any court, governmental agency or body
or financial institution is required in connection with the consummation
of the transactions contemplated by this Agreement, the Indenture, the
Second Supplemental Indenture and the Securities.
(x) Material Transactions. Subsequent to the respective dates as of
which information is given in the Registration Statement, any Preliminary
Prospectus and the Prospectus and prior to the date hereof, neither the
Company nor any of its subsidiaries has incurred or will have incurred any
liabilities or obligations for borrowed money, direct or contingent, or
entered into any transactions not in the ordinary course of business which
would have a material adverse effect on the condition (financial or
other), results of operations, assets, business or prospects of the
Company and its subsidiaries taken as a whole.
(xi) Property. The Company and each of its subsidiaries owns, or has
valid rights to use in the manner currently used or proposed to be used,
all items of real and personal property which are material and which they
reasonably believe are necessary to the business of the Company and its
subsidiaries taken as a whole (including without limitation all U-Haul
Centers, manufacturing facilities, assembly facilities and service centers
described or referred to in the Prospectus), free and clear of all liens,
encumbrances and claims which may materially interfere with the use
thereof or have a material adverse effect on the condition (financial or
other), results of operations, assets, business or prospects of the
Company and its subsidiaries taken as a whole.
(xii) Legal Proceedings; Contracts. Except as described in the
Prospectus (exclusive of any amendments), there is no litigation or
governmental proceeding to which the Company or any of its subsidiaries is
a party or to which any property of the Company
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or any of its subsidiaries is subject or which is pending or, to the
knowledge of the Company, contemplated against the Company or any of its
subsidiaries which might result in any material adverse change in the
condition (financial or other), results of operations, assets, business or
prospects of the Company and its subsidiaries taken as a whole; and there
are no contracts or other documents which are required to be filed as
exhibits to the Registration Statement by the 1933 Act or by the 1933 Act
Regulations which have not been filed as exhibits to the Registration
Statement.
(xiii) Regulations. Neither the Company nor any of its subsidiaries
is in violation of any law, ordinance, governmental rule or regulation or
court decree to which it may be subject which might have a material
adverse effect on the condition (financial or other), results of
operations, assets, business or prospects of the Company and its
subsidiaries taken as a whole.
(xiv) Licenses. All licenses, permits or registrations required for
the business of the Company and each of its subsidiaries, as presently
conducted and proposed to be conducted, under any Federal, state or local
laws, regulations or ordinances (including those related to consumer
protection, protection of the environment and regulation of franchising)
have been obtained or made, other than any such licenses, permits or
registrations, the failure of which to obtain or make, either individually
or in the aggregate, would not have a material adverse effect on the
condition (financial or other), results of operations, assets, business or
prospects of the Company and its subsidiaries taken as a whole, and each
of the Company and its subsidiaries is in compliance with all such
licenses, permits or registrations.
(xv) Environmental. Except as disclosed in the Prospectus (exclusive
of any amendments or supplements), the Company and its subsidiaries comply
in all material respects with all Environmental Laws (as defined below),
except to the extent that failure to comply with such Environmental Laws
could not have a material adverse effect on the condition (financial or
other), results of operations, assets, business or prospects of the
Company and its subsidiaries taken as a whole. Except as disclosed in the
Prospectus (exclusive of any amendments or supplements), neither the
Company nor any of its subsidiaries is the subject of any pending or
threatened federal, state or local investigation evaluating whether any
remedial action by the Company or any of its subsidiaries is needed to
respond to a release of any Hazardous Materials (as defined below) into
the environment, resulting from the Company's or any of its subsidiaries'
business properties or assets or is in contravention of any Environmental
Law that could have a material adverse effect on the condition (financial
or other), results of operations, assets, business or prospects of the
Company and its subsidiaries taken as a whole. Except as disclosed in the
Prospectus (exclusive of any amendments or supplements), neither the
Company nor any of its subsidiaries has received any notice or claim, nor
are there pending or threatened lawsuits against them, with respect to
violations of any Environmental Law or in connection with any release of
any Hazardous Material into the environment that, in the aggregate, if the
subject of any unfavorable decision, ruling or finding, could have a
material adverse effect on the condition (financial or other), results of
operations, assets, business or prospects of the Company and its
subsidiaries taken as a whole. As used herein, "Environmental Laws"
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means any federal, state or local law, regulation, permit, rule or order
of any governmental authority, administrative body or court applicable to
the Company's or any of its subsidiaries' business operations or the
ownership or possession of any of their properties or assets relating to
environmental matters, and "Hazardous Materials" means those substances
that are regulated by or form the basis of liability under any
Environmental Laws.
(xvi) Registration Rights. There are no contracts, agreements or
understandings between the Company and any person granting such person the
right to require the Company to include any securities owned or to be
owned by such person among the securities registered pursuant to the
Registration Statement, or, except as described in the Prospectus or in
Schedule IV to this Agreement, to require the Company to file any other
registration under the 1933 Act (other than a registration statement on
Form S-8) with respect to any securities of the Company owned or to be
owned by such person or to require the Company to include such securities
in any securities being registered pursuant to any other registration
statement filed by the Company under the 1933 Act.
(xvii) Certain Relationships. No relationship, direct or indirect,
exists between or among the Company, on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company, on the
other hand, which is required to be described in the Prospectus and which
is not so described.
(xviii) Investment Company Act. The Company is not required to be
registered, and is not regulated, as an "investment company" as such term
is defined under the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder (collectively, the "Investment Company
Act").
(b) Any certificate signed by any director or officer of the Company or
any of its subsidiaries and delivered to any Underwriter or to counsel for the
Underwriters in connection with any offering of Securities shall be deemed a
representation and warranty by the Company to each Underwriter as to the matters
covered thereby on the date of such certificate.
SECTION 2. Purchase and Sale.
(a) Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to
each Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company, at the purchase price set forth in Schedule I hereto,
the principal amount of the Securities set forth opposite such Underwriter's
name in Schedule II hereto, except that, if Schedule I hereto provides for the
sale of Securities pursuant to delayed delivery arrangements, the respective
principal amounts of Securities to be purchased by the Underwriters hereunder
shall be as set forth in Schedule II. Securities to be purchased by the
Underwriters are herein sometimes called the "Underwriters' Securities."
SECTION 3. Delivery and Payment.
Delivery of and payment for the Underwriters' Securities shall be made on
the date and at the time specified in Schedule I hereto (or such later date not
later than five business days after
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such specified date as the Representatives shall designate), which date and time
may be postponed by agreement between the Representatives and the Company or as
provided in Section 12 hereof (such date and time of delivery and payment for
the Underwriters' Securities being herein called the "Closing Date"). The
Underwriters and the Company have determined that it is not feasible to close at
an earlier date. Delivery of the Underwriters' Securities shall be made to the
Representatives for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company in same day funds, in which
case the Company will reimburse the Representatives for their cost of obtaining
such funds. Delivery of the Underwriters' Securities shall be made at such
location as the Representatives shall reasonably designate at least one business
day in advance of the Closing Date and payment for the Securities shall be made
at the office specified in Schedule I hereto. Certificates for the Underwriters'
Securities shall be registered in such names and in such denominations as the
Representatives may request not less than three full business days in advance of
the Closing Date.
The Company agrees to have the Underwriters' Securities available for
inspection by the Representatives in New York, New York, not later than 1:00 PM
on the business day prior to the Closing Date.
SECTION 4. Covenants of the Company.
The Company covenants with the Representatives and with each Underwriter
participating in the offering of Securities, as follows:
(a) Notice of Certain Events. The Company will notify the Representatives
immediately (i) of the time when the Registration Statement or any amendment
thereto becomes effective or promptly after the filing of any supplement or
amendment to the Preliminary Prospectus or the Prospectus (other than any
Incorporated Document or any amendment or supplement relating to an offering of
securities other than the Securities); (ii) of the transmittal to the SEC for
filing of any supplement to the Preliminary Prospectus or the Prospectus
relating to the Securities or any document to be filed pursuant to the 1934 Act
which will be incorporated by reference in the Prospectus; (iii) of the receipt
of any comments from the SEC with respect to the Registration Statement, the
Preliminary Prospectus or the Prospectus; (iv) of any request by the SEC for any
amendment to the Registration Statement or any amendment or supplement to the
Preliminary Prospectus or the Prospectus relating to the Securities or for
additional information; (v) of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose; (vi) of any downgrading in the rating accorded
the Securities or any other debt securities of the Company, or any proposal to
downgrade the rating of the Securities or any other debt securities of the
Company, by any "nationally recognized statistical rating organization," as that
term is defined by the SEC for purposes of Rule 436(g)(2) of the 1933 Act
Regulations, or of any public announcement that any such organization has under
surveillance or review, with possible negative implications, its rating of the
Securities or any of the Company's debt securities promptly after the Company
learns of such downgrading, proposal to downgrade or public announcement; and
(vii) of the receipt by the Company of any notification with respect to the
suspension of qualification of the Securities for sale in any jurisdiction or
the initiation or threatening of any proceedings for that purpose.
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The Company will make every reasonable effort to prevent the issuance of any
stop order or notice of suspension of qualification and, if issued, to obtain
the lifting thereof as soon as possible.
(b) Notice of Certain Proposed Filings. The Company will give the
Representatives advance notice of its intention to file or prepare any
additional registration statement with respect to any amendment to the
Registration Statement or any amendment or supplement to the Preliminary
Prospectus or the Prospectus relating to the Securities, whether by the filing
of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and will
furnish the Representatives with copies of any such amendment or supplement or
other documents proposed to be filed or used a reasonable time in advance of
such proposed filing or use, as the case may be, and will not file any such
amendment or supplement or other documents in a form to which the
Representatives or counsel for the Underwriters shall reasonably object.
(c) Copies of the Registration Statement and the Prospectus. The Company
will deliver to each Representative as many signed and conformed copies of the
Registration Statement as originally filed and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and
documents filed pursuant to the 1934 Act and incorporated by reference in the
Preliminary Prospectus and the Prospectus) as such Representative may reasonably
request. The Company will furnish to each Representative as many copies of the
Preliminary Prospectus and the Prospectus (as amended or supplemented) as such
Representative shall reasonably request so long as such Representative is
required to deliver a Preliminary Prospectus or Prospectus in connection with
sales or solicitations of offers to purchase the Securities. The Registration
Statement, Preliminary Prospectus and Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the SEC pursuant to EDGAR,
except to the extent permitted by Regulation S-T.
(d) Filing of Amendments. The Company will file promptly with the SEC any
amendment to the Registration Statement or the Prospectus or any supplement to
the Prospectus that may be required by the 1933 Act or in the reasonable
judgment of the Company or the Representatives or that may be requested by the
SEC.
(e) Copies of Amendments. Prior to filing with the SEC any (i) amendment
to the Registration Statement or supplement to the Prospectus required by the
1933 Act Regulations or (ii) Prospectus required pursuant to Rule 424 (other
than any Incorporated Document or any amendment or supplement relating to an
offering of securities other than the Securities), and promptly after filing
with the SEC any Incorporated Document or any amendment to any Incorporated
Document, the Company will furnish a copy thereof to the Representatives and
counsel for the Underwriters.
(f) Copies of Public Reports and Required Filings. For a period expiring
on the last date on which any Note sold pursuant to this Agreement is
outstanding, the Company will furnish to the Representatives copies of all
materials furnished by the Company to its security holders and all public
reports and all reports and financial statements furnished by the Company to the
principal national securities exchanges upon which the securities of the Company
may be listed pursuant to
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requirements of or agreements with such exchanges or to the SEC pursuant to the
1934 Act or the rules and regulations of the SEC under 1934 Act (the "1934 Act
Regulations").
(g) Revisions of Prospectus - Material Changes. Except as otherwise
provided in this subsection, if at any time when a prospectus is required to be
delivered in connection with sales of the Securities any event shall occur or
condition exist as a result of which it is necessary, in the reasonable opinion
of counsel for the Underwriters or counsel for the Company, to further amend or
supplement the Prospectus in order that the Prospectus will not include an
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein not misleading in the light of the
circumstances existing at the time the Prospectus is delivered to a purchaser,
or if it shall be necessary, in the reasonable opinion of either such counsel,
to amend or supplement the Registration Statement or the Prospectus in order to
comply with the requirements of the 1933 Act or the 1933 Act Regulations,
immediate notice shall be given by telephone, and confirmed in writing, to the
Representatives and the Company will (i) subject to the first sentence of
Section 4(b) hereof promptly amend or supplement the Registration Statement and
the Prospectus, whether by filing documents pursuant to the 1934 Act, the 1933
Act or otherwise, as may be necessary to correct such untrue statement or
omission or to make the Registration Statement and Prospectus comply with such
requirements and (ii) furnish to the Representatives, without charge, such
number of prices of such amendment or supplement as the Representatives may
reasonably request.
(h) Earnings Statements. The Company will make generally available to its
security holders and the Representatives as soon as practicable, but not later
than 18 months after the date of each acceptance by the Company of an offer to
purchase Securities, an earnings statement of the Company and its subsidiaries
conforming with the requirements of Section 11(a) of the 1933 Act (including, at
the option of the Company, Rule 158 of the 1933 Act), covering each twelve month
period commencing after the later of (i) the effective date of the Registration
Statement, (ii) the effective date of the most recent post-effective amendment
to the Registration Statement to become effective prior to the date of such
acceptance and (iii) the date of the Company's most recent Annual Report on Form
10-K filed with the SEC prior to the date of such acceptance.
(i) Blue Sky Qualifications. The Company will endeavor, in cooperation
with such Representatives, to qualify the Securities for offering and sale under
the applicable securities laws of such states and other jurisdictions of the
United States as the Representatives may designate, and will maintain such
qualifications in effect for as long as may be required for the distribution of
the Securities; provided, however, that the Company shall not be obligated to
file any general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified or to subject
itself to taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject. The Company will file such statements and reports
as may be required by the laws of each jurisdiction in which the Securities have
been qualified as above provided.
(j) 1934 Act Filings. The Company, during the period when the Prospectus
is required to be delivered under the 1933 Act, will file all documents required
to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act within the prescribed time periods therefor.
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(k) Restriction on Sale of Securities. Until the Closing Date, the Company
will not (i) without the consent of the Representatives, offer, sell or contract
to sell, or otherwise dispose of, directly or indirectly, or announce the
offering of, any debt securities issued or guaranteed by the Company (other than
the Securities) that mature more than one year after the Closing Date and that
are publicly offered to investors or offered to investors in reliance upon Rule
144A under the 1933 Act, or (ii) without notifying the Representatives, offer,
sell or contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any debt securities issued or guaranteed by the
Company (other than the securities described in the preceding clause (i));
provided, however, that the foregoing covenant shall not apply to (A) any
medium-term note program of the Company and (B) any sale and leaseback financing
with respect to rental trucks, trailers and related equipment used by the
Company in its operations.
(l) Investment Company Act. The Company will take such steps as shall be
necessary to ensure that neither the Company nor any subsidiary shall become an
"investment company" within the meaning of such term under the Investment
Company Act.
SECTION 5. Conditions of Underwriters' Obligations.
The obligations of any Underwriter to purchase the Underwriters'
Securities on the Closing Date will be subject to the accuracy of the
representations and warranties on the part of the Company herein and to the
accuracy of the statements of the Company's officers made in any certificate
furnished pursuant to the provisions hereof, to the performance and observance
by the Company of all its covenants and agreements herein contained and to the
following additional conditions precedent:
(a) Stop Order and Effectiveness. The Prospectus as amended or
supplemented with respect to the Securities shall have been filed with the SEC
pursuant to Rule 424(b) within the applicable time period prescribed for such
filing by the 1933 Act Regulations and in accordance with Section 4(a) hereof;
no stop order suspending the effectiveness of the Registration Statement or any
part thereof nor any order directed to any document incorporated by reference in
any Prospectus shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the SEC; and any request of the SEC for
inclusion of additional information in the Registration Statement or any
Prospectus or otherwise shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. No order suspending the sale of the
Securities in any jurisdiction designated by the Underwriters pursuant to
Section 4(i) hereof shall have been issued, and no proceeding for that purpose
shall have been initiated or threatened.
(b) Statements Within Registration Statement or Prospectus. No Underwriter
shall have discovered and disclosed to the Company that the Registration
Statement or any Prospectus or any amendment or supplement thereto contains an
untrue statement of a fact which, in the opinion of counsel for the
Underwriters, is material or omits to state a fact which, in the opinion of such
counsel, is material and is required to be stated therein or is necessary to
make the statements therein not misleading.
(c) Corporate Proceedings; Legal Matters. All corporate proceedings and
other legal matters incident to the authorization, form and validity of this
Agreement, the Indenture, the Second
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<PAGE> 15
Supplemental Indenture, the Securities, the Registration Statement and each
Prospectus, and all other legal matters relating to this Agreement, and the
transactions contemplated hereby and thereby, shall be satisfactory in all
material respects to counsel for the Underwriters, and the Company shall have
furnished to such counsel all documents and information that they may reasonably
request to enable them to pass upon such matters.
(d) Legal Opinions. On the Closing Date, the Underwriters shall have
received the following legal opinions, dated the Closing Date and in form and
substance satisfactory to the Underwriters:
(1) Opinion of Company Counsel. The opinion, addressed to the
Representatives, of Snell & Wilmer L.L.P., counsel for the Company, to the
effect that:
(i) each of the Company, Oxford Life Insurance Company, an
Arizona corporation and Republic Western Insurance Company, an
Arizona corporation, has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Nevada or the State of Arizona, as the case may be, with
full corporate power and authority to own its properties and conduct
its business as described in the Prospectus and to carry out the
transactions contemplated hereunder, and each of the Nevada
Companies (as hereinafter defined) is duly qualified to do business
as a foreign corporation and is in good standing under the laws of
the State of Arizona;
(ii) the Company's authorized, issued and outstanding capital
stock is as set forth in the Prospectus; the Securities conform to
the description thereof contained in the Prospectus;
(iii) each of the Indenture and the Second Supplemental
Indenture has been duly authorized, executed and delivered by the
Company and has been duly qualified under the 1939 Act, and
constitutes a legal, valid and binding instrument enforceable
against the Company in accordance with its terms, except that (a)
the enforceability thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights generally, (b) the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of
the court before which any proceedings therefor may be brought, and
(c) the enforceability hereof is further subject to the
qualification that certain waivers, procedures, remedies, and other
provisions hereof may be unenforceable under, or limited by, the law
of the State of Arizona; however, such limitations do not, in our
opinion, substantially prevent the practical realization of the
benefits intended hereof; and the Securities have been duly
authorized and, when executed and authenticated in accordance with
the provisions of this Agreement, the Indenture and the Second
Supplemental Indenture and delivered to and paid for by the
Underwriters pursuant to this Agreement, in the case of the
Underwriters' Securities, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the Indenture
and the Second Supplemental Indenture,
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<PAGE> 16
except that (x) the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights
generally, (y) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceedings
therefor may be brought, and (z) the enforceability hereof is
further subject to the qualification that certain waivers,
procedures, remedies, and other provisions hereof may be
unenforceable under, or limited by, the law of the State of Arizona;
however, such limitations do not, in our opinion, substantially
prevent the practical realization of the benefits intended hereof;
(iv) to the best knowledge of such counsel, there is no
franchise, contract or other document of a character required to be
described in the Registration Statement or Prospectus, or to be
filed as an exhibit, which is not described or filed as required;
and the statements included or incorporated in the Prospectus
describing any legal proceedings or material contracts or agreements
relating to the Company fairly summarize such matters;
(v) the Registration Statement has become effective under the
1933 Act; any required filing of the basic Prospectus, any
Preliminary Prospectus and the Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); to the best
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or threatened, and
the Registration Statement and the Prospectus (other than with
respect to financial statements and other financial information, as
to which such counsel need express no opinion) comply as to form in
all material respects with the applicable requirements of the 1933
Act, the 1934 Act and the 1939 Act and the applicable rules and
regulations thereunder; and such counsel has no reason to believe
that at the Effective Date the Registration Statement (other than
with respect to financial statements and other financial
information, as to which such counsel need express no opinion)
contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary
to make the statements therein not misleading or that the Prospectus
(other than with respect to financial statements and other financial
information, as to which such counsel need express no opinion) at
its date or at the Closing Date included or includes any untrue
statement of a material fact or omitted or omits to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(vi) this Agreement has been duly authorized, executed and
delivered by the Company;
(vii) no consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation of the transactions contemplated herein, except such as
have been obtained under the 1933 Act and
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<PAGE> 17
the 1939 Act and such as may be required under the blue sky laws of
any jurisdiction in connection with the purchase and distribution of
the Securities by the Underwriters and such other approvals
(specified in such opinion) as have been obtained;
(viii) neither the execution and delivery of the Indenture or
the Second Supplemental Indenture or the issuance and sale of the
Securities nor the consummation of any other of the transactions
herein or therein contemplated, nor the fulfillment of the terms
hereof or thereof, will (a) conflict with the articles or
certificate of incorporation or by-laws of the Company or any of its
subsidiaries or (b) result in a breach or violation of or constitute
a default under any law or any bond, debenture, note or any other
evidence of indebtedness of any indenture, mortgage, deed of trust
or other material agreement or instrument known to such counsel and
to which the Company or any of its subsidiaries is a party or bound
or violation of any judgment, order or decree known to such counsel
to be applicable to the Company or any of its subsidiaries of any
court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of its
subsidiaries, except (with regard to clause (b)) for such breaches,
violations or defaults as would not have a material adverse effect
on the condition (financial or other), results of operations,
assets, business or prospects of the Company and its subsidiaries
taken as a whole;
(ix) each of the Indenture, the Second Supplemental Indenture
and the Securities conform in all material respects to the
descriptions thereof contained in the Prospectus;
(x) an Arizona court would give effect to the choice of
New York law in the Indenture and the Second Supplemental
Indenture; and
(xi) the Company is not, and is not directly or indirectly
controlled by, or acting on behalf of any person or entity which is,
an "investment company" within the meaning of the Investment Company
Act.
In rendering such opinion, such counsel may rely, (A) as to
matters involving the application of the laws of the State of
Nevada, upon the opinion delivered pursuant to Section 5(d)(2)
hereof and (B) as to matters of fact, to the extent deemed proper,
on certificates of responsible officers of the Company and public
officials. Such counsel may assume, for the purposes of such opinion
and without investigation, that the substantive laws of the State of
New York do not materially differ from the substantive laws of the
State of Arizona, and such counsel need express no opinion as to the
laws of New York or their applicability to the matters covered by
such opinion. References to the Prospectus in this Section 5(d)(1)
include any supplements thereto at the Closing Date.
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<PAGE> 18
(2) Opinion of Company's Nevada Counsel. The opinion, addressed to
Snell & Wilmer L.L.P. and the Representatives, of Lionel, Sawyer &
Collins, counsel for the Company, to the effect that:
(i) each of the Company, Amerco Real Estate Company, a Nevada
corporation, and U-Haul International, Inc., a Nevada corporation
(collectively, the "Nevada Companies"), has been duly incorporated
and is validly existing as a corporation in good standing under the
laws of the State of Nevada, with full corporate power and authority
to own its properties and conduct its business as described in the
Prospectus and to carry out the transactions contemplated hereunder
and in the Prospectus;
(ii) each of the Indenture and the Second Supplemental
Indenture has been duly authorized, executed and delivered by the
Company and (assuming, in reliance upon the opinion delivered
pursuant to Section 5(d)(4) hereof, that each of the Indenture and
the Second Supplemental Indenture is a legal, valid and binding
instrument enforceable against all parties thereto under the laws of
New York) constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its terms, except
that (a) the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (b)
the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceedings therefor may be
brought; and the Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of this
Agreement, the Indenture and the Second Supplemental Indenture and
delivered to and paid for by the Underwriters pursuant to this
Agreement, in the case of the Underwriters' Securities, will
constitute legal, valid and binding obligations of the Company
(assuming, in reliance upon the opinion delivered pursuant to
Section 5(d)(4) hereof, that each of the Securities is a legal,
valid and binding instrument enforceable against all parties thereto
under the laws of New York), except that (x) the enforceability
thereof may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally and (y) the remedy of specific
performance and injunctive and other forms of equitable relief may
be subject to equitable defenses and to the discretion of the court
before which any proceedings therefor may be brought;
(iii) no consent, approval, authorization or order of any
court or governmental agency or body of the State of Nevada is
required for the consummation of the transactions contemplated
herein, except such as may be required under the blue sky laws of
the State of Nevada in connection with the purchase and distribution
of the Securities by the Underwriters and such other approvals
(specified in such opinion) as have been obtained;
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<PAGE> 19
(iv) neither the execution and delivery of the Indenture or
the Second Supplemental Indenture or the issuance and sale of the
Securities nor the consummation of any other of the transactions
herein or therein contemplated nor the fulfillment of the terms
hereof or thereof will conflict with, result in a breach or
violation of or constitute a default under any law or the articles
or certificate of incorporation or by-laws of the Company or any of
the Nevada Companies or any bond, debenture, note or any other
evidence of indebtedness of any indenture, mortgage, deed of trust
or other material agreement or instrument known to such counsel and
to which the Company or any of the Nevada Companies is a party or
bound or any judgment, order or decree known to such counsel to be
applicable to the Company or any of the Nevada Companies of any
court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of the Nevada
Companies; and
(v) A Nevada court would give effect to the choice of New York
law in the Indenture and the Second Supplemental Indenture.
As used therein, the phrase "known to counsel" shall mean only
such actual knowledge as such counsel has obtained from consultation
with attorneys presently in its firm from whom it has determined are
likely, in the ordinary course of their respective duties, to have
knowledge of the matters covered by such opinions. Except as
expressly provided otherwise therein, it has not conducted any other
investigation or review in connection with the opinions rendered
therein, including without limitation a review of any of its files
or the files of the Nevada Companies.
Such counsel may further assume information as to certain
contacts between the jurisdictions of New York and the transactions
contemplated by the Securities, the Indenture and the Second
Supplemental Indenture, including the following:
(a) substantial negotiations relating to such
transactions have taken place in the State of New York,
(b) the Company is executing and delivering the
Securities, the Indenture and the Second Supplemental
Indenture in New York in connection with the restructuring of
certain of its indebtedness and for certain other lawful and
authorized ends,
(c) the Company's financial advisor, as well as the
external counsel representing the Underwriters in connection
with such transactions, have offices in the State of New York,
and negotiations in connection with such transactions have
taken place in certain of their offices, including such
offices in New York, and
(d) the Underwriters are located or have offices in
the State of New York.
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<PAGE> 20
In rendering such opinion, such counsel may rely, (A) as to
matters involving the laws of the State of Arizona, upon the opinion
delivered pursuant to Section 5(d)(1) hereof, (B) as to matters
involving the laws of the State of New York, upon the opinion
delivered pursuant to Section 5(d)(4) hereof, and (C) as to matters
of fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials. References to the
Prospectus in this Section 5(d)(2) include any supplements thereto
at the Closing Date.
(3) Opinion of General Counsel to the Company. The opinion,
addressed to the Representatives, of Gary V. Klinefelter, Secretary and
General Counsel of the Company to the effect that:
(i) each of the Company and its subsidiaries has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction in which it is chartered
or organized, with full corporate power and authority to own its
properties and conduct its business as described in the Prospectus,
and is duly qualified to do business as a foreign corporation and is
in good standing under the laws of each jurisdiction which requires
such qualification wherein it owns or leases material properties or
conducts material business;
(ii) all the outstanding shares of capital stock of each
subsidiary of the Company have been duly and validly authorized and
issued and are fully paid and nonassessable, and, except as
otherwise set forth in the Prospectus, all outstanding shares of
capital stock of the subsidiaries are owned by the Company either
directly or through wholly owned subsidiaries free and clear of any
perfected security interest or any other security interests, claims,
liens or encumbrances;
(iii) there is no pending or threatened action, suit or
proceeding before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of its
subsidiaries of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in the
Prospectus, and there is no franchise, contract or other document of
a character required to be described in the Registration Statement
or Prospectus, or to be filed as an exhibit, which is not described
or filed as required; and the statements included or incorporated in
the Prospectus describing any legal proceedings or material
contracts or agreements relating to the Company fairly summarize
such matters;
(iv) neither the execution and delivery of the Indenture or
the Second Supplemental Indenture or the issuance and sale of the
Securities nor the consummation of any other of the transactions
herein or therein contemplated, nor the fulfillment of the terms
hereof or thereof, will conflict with, result in a breach or
violation of or constitute a default under any law or the articles
or certificate of incorporation or by-laws of the Company or any of
its subsidiaries or any bond, debenture, note or any other evidence
of indebtedness of any indenture, mortgage, deed of trust or other
material agreement or instrument and to which the Company or any of
its subsidiaries is a party or bound or any judgment, order or
decree to be
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<PAGE> 21
applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of its
subsidiaries; and
(v) to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued, no proceedings for that purpose have been instituted or
threatened and the Registration Statement and the Prospectus (other
than the financial statements and other financial information
contained therein as to which such counsel need express no opinion)
comply as to form in all material respects with the applicable
requirements of the 1933 Act, the 1934 Act and the 1939 Act and the
applicable rules and regulations thereunder; and such counsel has no
reason to believe that at the Effective Date the Registration
Statement (other than the financial statements and other financial
information contained therein, as to which such counsel need express
no opinion) contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus (other than the financial statements and other financial
information contained therein, as to which such counsel need express
no opinion) at its date or at the Closing Date included or includes
any untrue statement of a material fact or omitted or omits to state
a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.
(4) Opinion of Counsel to the Underwriters. The opinion, addressed
to the Underwriters, of Milbank, Tweed, Hadley & McCloy LLP, counsel for
the Underwriters, with respect to the issuance and sale of the Securities,
the Indenture, the Second Supplemental Indenture, the Registration
Statement, the Prospectus (together with any supplement thereto) and other
related matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.
(e) Officer's Certificate. On the Closing Date, the Underwriters shall
have received a certificate of the Chairman of the Board or the President and
the principal financial or accounting officer of the Company, dated the Closing
Date, to the effect that the signers of such certificate have carefully examined
the Registration Statement, the Prospectus, any supplement to the Prospectus and
this Agreement and that: (i) since the date of the most recent financial
statements included in the Prospectus (exclusive of any supplement thereto),
there has not been any material adverse change in the condition (financial or
other) results of operations, assets, business or prospects of the Company and
its subsidiaries taken as a whole, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated in the
Prospectus (exclusive of any supplement thereto); (ii) the other representations
and warranties of the Company contained in Section 1 hereof are true and correct
with the same force and effect as though expressly made at and as of the Closing
Date and the Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the Closing
Date; (iii) the Company has performed or complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
the date of such certificate; (iv) no stop order suspending the effectiveness of
the Registration Statement has been issued and no
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<PAGE> 22
proceedings for that purpose have been initiated or threatened by the SEC; and
(v) no order suspending the sale of the Securities in any jurisdiction
designated by the Underwriters has been issued and, to their knowledge, no
proceedings for that purpose have been initiated or threatened.
(f) Comfort Letter. On the date hereof and the Closing Date, the Company
shall furnish customary comfort letters addressed to the Representatives, dated
the date hereof and the Closing Date, respectively, in form and substance
satisfactory to the Representatives, from PricewaterhouseCoopers LLP,
independent public accountants, containing the statements and information of the
type ordinarily included in accountants' "comfort letters" to Underwriters with
respect to the financial statements and certain financial information relating
to the Company contained or incorporated by reference into the Registration
Statement and the Prospectus.
(g) Changes Affecting the Securities. Subsequent to the date hereof or, if
earlier, dates as of which information is given in the Registration Statement
(exclusive of any amendment thereof) and the Prospectus (exclusive of any
supplement thereto), there shall not have been (i) any change in the capital
stock or long-term debt of the Company and its subsidiaries, taken as a whole,
or (ii) any change in or affecting the condition (financial or other), results
of operations, assets, business or prospects of the Company and its
subsidiaries, taken as a whole, which in any case referred to in clause (i) or
(ii) above, in the judgment of the Representatives, materially impairs the
investment quality of the Securities.
(h) Credit Downgrade. Prior to the Closing Date, there shall not have been
any decrease in the rating of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the 1933 Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such rating
that does not indicate the direction of the possible change.
(i) Other Documents. Prior to the Closing Date, counsel to the
Representatives shall have been furnished with such documents and opinions as
such counsel may reasonably require for the purpose of enabling such counsel to
pass upon the issuance and sale of Securities as herein contemplated and related
proceedings, or in order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with
the issuance and sale of Securities as herein contemplated shall be satisfactory
in form and substance to the Representatives and to counsel to the Underwriters.
If any condition specified in this Section 5 shall not have been fulfilled
when and as required to be fulfilled as provided in this Agreement, or if any of
the opinions and certificates mentioned above or elsewhere in this Agreement
shall not be in all material respects reasonably satisfactory in form and
substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representatives and any such
termination shall be without liability of any party to any other party, except
that the covenant regarding provision of an earnings statement set forth in
Section 4(h) hereof, the provisions concerning payment of expenses under Section
9 hereof, the indemnity and contribution agreement set forth in Sections 7 and 8
hereof, the provisions concerning the representations, warranties and agreements
to
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<PAGE> 23
survive delivery pursuant to Section 10 hereof, the provisions relating to
governing law set forth in Section 14 hereof and the provisions set forth under
"Parties" of Section 15 hereof shall remain in effect.
The documents required to be delivered by this Section 5 shall be
delivered at the office of Milbank, Tweed, Hadley & McCloy LLP at 1 Chase
Manhattan Plaza, New York, New York 10005, on the Closing Date.
SECTION 6. Reimbursement of Underwriters' Expenses.
If the sale of the Securities provided for herein is not consummated
because any condition to the obligations of the Underwriters set forth in
Section 5 hereof is not satisfied, because of any termination pursuant to
Section 11 hereof or because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities, including in connection with this Agreement and with any
investigation or preparation made by them in respect of the marketing of the
Securities or in contemplation of the performance by them of their obligations
hereunder.
SECTION 7. Indemnification.
(a) Indemnification of the Underwriters. The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:
(i) against any and all loss, liability, claim, damage or expense
whatsoever, joint or several, as incurred, arising out of or based upon
any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or any amendment thereto),
including the Rule 430A Information and the Rule 434 Information deemed to
be a part thereof, if applicable, or the omission or alleged omission
therefrom of a material fact necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact included in the Preliminary Prospectus (or
any amendment or supplement thereto) or the Prospectus (or any amendment
or supplement thereto) or the omission or alleged omission therefrom of a
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, unless such
untrue statement or omission or such alleged untrue statement or omission
was made in reliance upon and in conformity with written information
furnished to the Company through, by or on behalf of any of the
Underwriters expressly for use in the Registration Statement, the
Preliminary Prospectus or the Prospectus;
(ii) against any and all loss, liability, claim, damage or expense
whatsoever, joint or several, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or investigation or
proceeding by any governmental agency or body, commenced or threatened, or
of any claim whatsoever arising out of or based upon any such untrue
20
<PAGE> 24
statement or omission, or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of the Company;
and
(iii) against any and all expense whatsoever, joint or several, as
incurred (including the fees and disbursements of counsel chosen by the
Representatives), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever arising out of or based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent
that any such expense is not paid under (i) or (ii) above;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement,
including the Rule 430A Information and the Rule 434 Information deemed to be a
part thereof, if applicable, or the Prospectus or in any such amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Underwriter through the Representative
specifically for inclusion therein; and provided, further, that as to any
Preliminary Prospectus or supplement thereto this indemnity agreement shall not
inure to the benefit of any Underwriter, the directors, officers, employees and
Underwriters of each Underwriter or any person controlling that Underwriter on
account of any loss, claim, damage, liability or action arising from the sale of
Securities to any person by that Underwriter if that Underwriter failed to send
or give a copy of the Prospectus, as the same may be amended or supplemented, to
that person within the time required by the 1933 Act, and the untrue statement
or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact in such Preliminary Prospectus or supplement thereto
was corrected in that Prospectus, unless such failure resulted from
non-compliance by the Company with Section 4(c) hereof. For purposes of the
second proviso to the immediately preceding sentence, the term Prospectus shall
not be deemed to include the documents incorporated by reference therein, and no
Underwriter shall be obligated to send or give any supplement or amendment to
any document incorporated by reference in a Preliminary Prospectus or supplement
thereto or the Prospectus to any person other than a person to whom such
Underwriter has delivered such incorporated documents in response to a written
request therefor. The foregoing indemnity agreement is in addition to any
liability which the Company may otherwise have to any Underwriter or to any
controlling person of that Underwriter.
(b) Indemnification of Company. Each Underwriter, severally and not
jointly, agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act against any and all loss, liability, claim, damage or
expense described in the indemnity contained in Section 7(a) hereof, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), including the Rule 430A Information and the Rule 434
Information deemed to be a part thereof, if applicable, the Preliminary
Prospectus (or any amendment or supplement thereto) or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information
21
<PAGE> 25
furnished to the Company through, by or on behalf of such Underwriter expressly
for use in the Registration Statement (or any amendment thereto), the
Preliminary Prospectus (or any amendment or supplement thereto) or the
Prospectus (or any amendment or supplement thereto). The foregoing indemnity
agreement is in addition to any liability which any Underwriter may otherwise
have to the Company or any such director, officer or controlling person.
(c) General. Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of such action. In no
event shall the indemnifying parties be liable for the fees and expenses of more
than one counsel (in addition to any local counsel) for all indemnified parties
in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances.
SECTION 8. Contribution.
In order to provide for just and equitable contribution in circumstances
in which the indemnity agreement provided for in Section 7 hereof is for any
reason held to be unavailable to or insufficient to hold harmless the
indemnified parties although applicable in accordance with its terms, the
Company and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the Company and the Underwriters, as incurred,
in such proportions so that each Underwriter is responsible for that portion
represented by the percentage that the total commission or underwriting discount
received by such Underwriter in respect of the offering of Securities from which
such loss, liability, claim, damage and expense arise, to the date of such loss,
liability, claim, damage and expense bears to the total sales price of such
Securities from the sale to or through such Underwriter, and the Company is
responsible for the balance; provided, however, that (i) in no case shall an
Underwriter be responsible for any amount in excess of the commissions and
underwriting discounts received by such Underwriter in connection with the
Securities from which such losses, liabilities, claims, damages and expenses
arise and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 8, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as such Underwriter, and each director of the Company,
each officer of the Company who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15 of the
1933 Act shall have the same rights to contribution as the Company. Each
Underwriter's obligation to contribute as provided in this Section 8 are several
and not joint.
22
<PAGE> 26
SECTION 9. Payment of Expenses.
The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:
(a) The preparation and filing of the Registration Statement and all
amendments thereto, the Preliminary Prospectus and the Prospectus and any
amendments or supplements thereto;
(b) The preparation, filing and reproduction of this Agreement;
(c) The preparation, printing, issuance and delivery of the
Securities, including any fees and expenses relating to the use of
book-entry Securities;
(d) The fees and disbursements of the Company's accountants and
counsel, of the Trustees and their counsel, and of any transfer agent or
registrar;
(e) The qualification of the Securities under state securities laws
in accordance with the provisions of Section 4(i) hereof, including filing
fees and the reasonable fees and disbursements of counsel for the
Underwriter in connection therewith and in connection with the preparation
and printing of any Blue Sky Survey and any Legal Investment Survey;
(f) The printing and delivery to the Underwriters in quantities as
hereinabove stated of copies of the Registration Statement, of the
Preliminary Prospectus, of the Prospectus and any amendments or
supplements thereto, and any documents incorporated by reference and the
delivery by the Underwriters of the Prospectus and any amendments or
supplements thereto in connection with solicitations or confirmations of
sales of the Securities;
(g) The preparation, printing, reproducing and delivery to the
Underwriters of copies of the Indenture, the Second Supplemental Indenture
and all amendments thereto;
(h) Any fees charged by rating agencies for the rating of the
Securities;
(i) The fees and expenses incurred in connection with the listing of
the Securities on any securities exchange;
(j) The fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.;
(k) Any advertising and other out-of-pocket expenses of the
Underwriters incurred with the approval of the Company;
(l) The cost of providing any CUSIP or other identification numbers
for the Securities; and
23
<PAGE> 27
(m) The fees and expenses of any Depositary (as defined in the
Indenture) and any nominees thereof in connection with the Securities.
SECTION 10. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement
or in certificates of officers of the Company submitted pursuant hereto or
thereto, shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of the Underwriters or any controlling person
of the Underwriter, or by or on behalf of the Company, and shall survive each
delivery of and payment for any of the Securities. The provisions of Section 7,
8 and 9 hereof shall survive the termination or cancellation of this Agreement.
SECTION 11. Termination.
(a) Termination; General. Any Representative may terminate this Agreement
hereunder immediately upon notice to the Company, at any time prior to the
Closing Date (i) if there has been, since the date hereof or since the
respective dates as of which information is given in the Prospectus (exclusive
of any amendments or supplements), any material adverse change, or any
development involving a prospective material adverse change, in the condition
(financial or other) or results of operations, assets, business or prospects of
the Company and its subsidiaries taken as a whole, whether or not arising in the
ordinary course of business, or (ii) if there shall have occurred any material
adverse change in the financial markets in the United States or any outbreak or
escalation of hostilities or other national or international calamity or crisis
the effect of which is such as to make it, in the judgment of such
Representative, impracticable to market the Securities or enforce contracts for
the sale of the Securities, or (iii) if trading in any securities of the Company
has been suspended by the SEC, a national securities exchange or the NASDAQ
National Market System, or if trading generally on either the American Stock
Exchange or the New York Stock Exchange or the NASDAQ National Market System
shall have been suspended, or minimum or maximum prices for trading have been
fixed, or maximum ranges for prices for securities have been required, by either
of said exchanges, the NASDAQ National Market System or by order of the SEC or
any other governmental authority, or if a banking moratorium shall have been
declared by either Federal or New York authorities or if a banking moratorium
shall have been declared by the Federal or New York authorities, or (iv) if
there is any downgrading in the rating accorded the debt securities of the
Company, including the Securities, by any "nationally recognized statistical
rating organization" as that term is defined by the SEC for purposes of Rule
436(g)(2) under the 1933 Act or if any such rating organization shall have
publicly announced that it has placed any of such debt securities on what is
commonly termed a "watch list" for possible downgrading, or (v) if there shall
have come to such Representative's attention any facts that would cause such
Representative to believe that the Prospectus, at the time it was required to be
delivered to a purchaser of Securities, included an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in light of the circumstances existing at the time of such
delivery, not misleading.
(b) Liabilities. In the event of any such termination pursuant to this
Section 11, neither party will have any liability to the other party hereto,
except that the covenants set forth in
24
<PAGE> 28
Section 4 hereof, the provisions of Section 9 hereof, the indemnity and
contribution agreements set forth in Sections 7 and 8 hereof, and the provisions
of Sections 10, 14 and 15 hereof shall remain in effect.
SECTION 12. Defaulting Underwriters.
If, on the Closing Date, any Underwriter defaults in the performance of
its obligations under this Agreement, the non-defaulting Underwriter may make
arrangements for the purchase of the Securities which such defaulting
Underwriter agreed but failed to purchase by other persons satisfactory to the
Company and the non-defaulting Underwriter, but if no such arrangements are made
within 24 hours after such default, this Agreement shall terminate without
liability on the part of the non-defaulting Underwriter or the Company, except
that the Company will continue to be liable for the payment of expenses to the
extent set forth in Sections 6 and 9 hereof and except that the provisions of
Sections 7 and 8 hereof shall not terminate and shall remain in effect. As used
in this Agreement, the term "Underwriter" includes, for all purposes of this
Agreement unless the context otherwise requires, any party not listed in
Schedule II hereof that, pursuant to this Section 12, purchases Securities which
a defaulting Underwriter agreed but failed to purchase.
SECTION 13. Notices.
Unless otherwise provided herein, all notices required under the terms and
provisions hereof shall be in writing, either delivered by hand, by mail or
transmitted by any standard form of telecommunication, and any such notice shall
be effective when received at the address specified below. Notice to the Company
shall be directed to AMERCO, 1325 Airmotive Way, Suite 100, Reno, Nevada
89502-3239, Attention: Gary Horton, facsimile number: (775) 688-6338, with a
copy to Snell & Wilmer L.L.P., One Arizona Center, Phoenix, Arizona 85004-0001,
Attention: Michael Donahey, facsimile number (602) 382-6070; notice to the
Representatives shall be directed to the addresses specified in Schedule I
hereto; or notice shall be directed to such other address as such party may
designate from time to time by notice duly given in accordance with the terms of
this Section 13.
SECTION 14. Governing Law.
This Agreement and all the rights and obligations of the parties shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such State without giving
effect to principles of conflicts of law. Any suit, action or proceeding brought
by the Company against the Underwriters in connection with or arising under this
Agreement shall be brought solely in the state or federal court of appropriate
jurisdiction located in the Borough of Manhattan, The City of New York.
SECTION 15. Parties.
This Agreement shall inure to the benefit of and be binding upon the
Representatives and the Company and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and
25
<PAGE> 29
directors referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and respective successors and said
controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of Securities shall be deemed to be a successor by reason merely of
such purchase.
SECTION 16. Effect of Headings.
The Article and Section heading herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
SECTION 17. Counterparts.
This Agreement may be executed by one or more of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, and all
such respective counterparts shall together constitute one and the same
instrument.
26
<PAGE> 30
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument along with all counterparts will become a binding agreement
among the several Underwriters and the Company in accordance with its terms.
Very truly yours,
AMERCO
By: /s/ Gary Horton
_______________________________
Name: Gary Horton
Title: Treasurer
CONFIRMED and ACCEPTED as of the date specified in Schedule I hereto.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
CHASE SECURITIES INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By /s/ George R. Ackert
_________________________________________
Authorized Signatory
For themselves and as Representatives of the other Underwriters named in
Schedule II hereto.
<PAGE> 31
Schedule I
Underwriting Agreement dated January 27, 2000
Registration Statement No.: 333-73357
Representatives: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Attention: Mark Schulte
Fax: (212) 449-9902
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Attention: Kevin Kulak
Fax: (212) 834-6170
With a copy of all noticues pursuant to Section 7(c) to:
1 Chase Manhattan Plaza, 26th Floor
New York, NY 10081
Attention: Legal Department
Title, Purchase Price and Description of Securities:
Title: 8.80% Senior Notes due 2005
Principal amount: $200,000,000
Purchase price (include accrued interest or amortization, if any): 99.075%
Sinking fund provisions: None
Redemption provisions: At the Company's option, on at least 30 days'
notice, at the redemption price and on terms as
set forth in greater detail in the Second
Supplemental Indenture.
Other provisions: The Securities are subject to repurchase at the
option of the holders thereof in the event of a
change in control of the Company as set forth in
greater detail in the Second Supplemental
Indenture.
Closing Date, Time and Location: February 4, 2000 at 10:00 A.M.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
<PAGE> 32
Schedule II
<TABLE>
<CAPTION>
Principal Amount
of Securities to
Underwriters be Purchased
------------ ------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................................... $130,000,000
Chase Securities Inc......................................... 70,000,000
------------
Total................ $200,000,000
============
</TABLE>
<PAGE> 33
Schedule III
List of Significant Subsidiaries pursuant to Section 1(a)(i)
Amerco Real Estate Company
Oxford Life Insurance Company
Republic Western Insurance Company
U-Haul International, Inc.
<PAGE> 34
Schedule IV
List of Agreements to Register Securities
1. Share Repurchase and Registration Rights Agreement, dated as of March
1, 1992, among AMERCO, Paul F. Shoen and PAFRAN, INC.
2. Preferred Stock Purchase Agreement, dated August 30, 1996, between
AMERCO and Blue Ridge Investments, L.L.C.
<PAGE> 1
Exhibit 4.3
Execution Copy
- --------------------------------------------------------------------------------
AMERCO
TO
THE BANK OF NEW YORK, TRUSTEE
----------------
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 4, 2000
TO
SENIOR INDENTURE
DATED AS OF APRIL 1, 1999
----------------
8.80% SENIOR NOTES DUE 2005
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
RECITALS OF THE COMPANY.................................................. 1
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF SPECIAL APPLICATION.... 1
SECTION 101. Definitions.......................................... 1
SECTION 102. Senior Indenture..................................... 7
SECTION 103. Counterparts......................................... 7
ARTICLE TWO FORM OF THE NOTES.......................................... 7
SECTION 201. Form of the Face of the Notes........................ 7
SECTION 202. Form of the Reverse of the Notes..................... 9
SECTION 203. Form of the Certificate of Authentication............ 14
ARTICLE THREE GENERAL TERMS AND CONDITIONS OF THE NOTES................ 15
SECTION 301. Designation of Securities and Amounts Thereof........ 15
SECTION 302. Payment of Principal and Interest.................... 15
SECTION 303. Ranking.............................................. 16
SECTION 304. Book-Entry System.................................... 16
ARTICLE FOUR SATISFACTION AND DISCHARGE................................ 17
SECTION 401. Defeasance of the Notes.............................. 17
ARTICLE FIVE REMEDIES.................................................. 18
SECTION 501. Events of Default.................................... 18
ARTICLE SIX COVENANTS.................................................. 18
SECTION 601. Limitation on Liens Securing Indebtedness............ 18
SECTION 602. Limitation on Sale and Leaseback..................... 20
SECTION 603. Restrictive Agreements............................... 20
SECTION 604. Defeasance of Certain Obligations.................... 21
ARTICLE SEVEN PURCHASE OF SECURITIES................................... 21
SECTION 701. Purchase of Securities at the Option of Holders Upon
a Change in Control.................................. 21
ARTICLE EIGHT MODIFICATIONS............................................ 23
SECTION 801. Modification or Amendment............................ 23
</TABLE>
i
<PAGE> 3
SECOND SUPPLEMENTAL INDENTURE, dated as of the 4th day of February,
2000 (this "Supplemental Indenture"), between AMERCO, a corporation duly
organized and existing under the laws of the State of Nevada (herein called the
"Company"), having its principal office at 1325 Airmotive Way, Suite 100, Reno,
Nevada 89502-3239, and The Bank of New York, a New York banking corporation,
having its principal corporate trust office in New York, New York, as Trustee
(herein called the "Trustee") under the Senior Indenture dated as of April 1,
1999 between the Company and the Trustee (the "Senior Indenture").
RECITALS OF THE COMPANY
The Company has executed and delivered the Senior Indenture to the
Trustee to provide for the issuance of its senior unsecured debentures, notes or
other evidences of indebtedness, to be issued from time to time in one or more
series as determined by the Company in accordance with the terms of the Senior
Indenture, in an unlimited aggregate principal amount which may be authenticated
and delivered thereunder as provided in the Senior Indenture.
Pursuant to the terms of the Senior Indenture, the Company desires
to provide for the establishment of a new series of notes to be known as its
8.80% Senior Notes Due 2005 (said series being hereinafter referred to as the
"Notes"), the form and substance of such Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Senior Indenture and this
Supplemental Indenture.
All things necessary to make this Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, have been done.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Notes by the Holders thereof (as defined below), it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes as
follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF SPECIAL APPLICATION
SECTION 101. Definitions.
For all purposes of this Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires:
<PAGE> 4
(1) terms used herein and not otherwise defined herein shall
have the respective meanings assigned thereto in the Senior Indenture,
whether by cross-reference or otherwise;
(2) the words "herein," "hereof" and "hereunder" and other
words of similar import, when used in this Supplemental Indenture, refer
to this Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision thereof; and
(3) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular, as follows:
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.
"Attributable Debt" means indebtedness for money borrowed deemed to
be incurred in respect of a Sale and Leaseback Transaction and shall be, at the
date of determination, the present value (discounted at the actual rate of
interest implicit in such transaction, compounded annually), of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction, after excluding all
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water and utility rates and similar charges.
"Capital Stock" means, with respect to any Person, any and all
shares or other equivalents (however designated) of corporate stock, partnership
interests, or any other participation, right, warrant, option or other interest
in the nature of an equity interest in such Person, but excluding debt
securities convertible or exchangeable into such equity interest.
"Capitalized Lease" means any lease the obligation for Rentals with
respect to which is required to be capitalized on a consolidated balance sheet
of the lessee and its Subsidiaries in accordance with GAAP.
"Change in Control" means the occurrence of (i) any consolidation,
share exchange or merger regarding the Company in which the Company is not the
continuing or surviving corporation or where the Company's Voting Stock would be
converted into cash, securities or other property, other than a merger in which
the Holders of the Company's Voting Stock immediately prior to the merger have
the same or greater direct or indirect proportionate ownership of the surviving
corporation's Voting Stock immediately after the merger as they had of the
Company's Voting Stock immediately before the merger, or (ii) any person or
group (as either such term is used in Section 13(d) and 14(d) of the Exchange
Act), including Affiliates of the Company (but not including the Company, the
Company's Subsidiaries, employee stock ownership plans or employee benefit plans
of the Company or the Company's Subsidiaries or Permitted Persons), filing a
Schedule 13D or 14D-1 (or any successor schedule, form or report under the
Exchange Act) disclosing that such a person has become the beneficial owner (as
2
<PAGE> 5
defined in Rule 13d-2 and 13d-5 under the Exchange Act), directly or indirectly,
of 50% or more of the Company's Voting Stock.
"Change in Control Notice" has the meaning specified in Section 701
hereof.
"Change in Control Payment Date" has the meaning specified in
Section 701 hereof.
"Change in Control Purchase" has the meaning specified in Section
701 hereof.
"Change in Control Triggering Event" means the occurrence of both a
Change in Control and a Rating Decline with respect to the Notes.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of a selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining
term of the Notes.
"Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest Reference Treasury
Dealer Quotation, or (ii) if the Trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of the quotations.
"Consolidated Net Tangible Assets" means, as of the date of any
determination thereof, the total amount of all assets of the Company and its
Consolidated Subsidiaries (less depreciation, depletion and other properly
deductible valuation reserves) after deducting Intangibles.
"Consolidated Subsidiary" means any Subsidiary of the Company or of
any Consolidated Subsidiary which is consolidated with the Company for financial
reporting purposes in accordance with GAAP.
"Default" means an event which, with the giving of notice or the
lapse of time, or both, would constitute an Event of Default.
"Dollars" means the lawful currency of the United States of America.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"GAAP" means United States generally accepted accounting principles
as in effect as of the date of determination, unless otherwise stated.
"Global Security" has the meaning specified in Section 304 hereof.
"Good Faith Contest" means, with respect to any tax, assessment,
Lien, obligation, claim, liability, judgment, injunction, award, decree, order,
law, regulation, statute or similar item, any challenge or contest thereof by
appropriate proceedings timely initiated in good faith by the
3
<PAGE> 6
Person subject thereto for which adequate reserves therefor have been taken in
accordance with GAAP.
"indebtedness for money borrowed," when used with respect to the
Company or any Subsidiary, means any obligation of, or any obligation guaranteed
by, the Company or any Subsidiary for the repayment of borrowed money, whether
or not evidenced by bonds, debentures, notes or other written instruments, and
any deferred obligation of, or any such obligation guaranteed by, the Company
for the payment of the purchase price of Property or assets.
"Intangibles" means all Intellectual Properties and all goodwill,
patents, trade names, trademarks, copyrights, franchises, experimental expense,
organization expense, unamortized debt discount and expense, deferred assets
(other than prepaid insurance, prepaid taxes, prepaid advertising, prepaid
licensing and other similar expenses prepaid in the ordinary course of
business), amounts invested in or advanced to or equity in the Company's
Subsidiaries other than Consolidated Subsidiaries less any writedowns thereof,
the excess of cost of shares acquired over book value of related assets, any
increase in the value of a fixed asset arising from a reappraisal, revaluation
or write-up thereof, and such other assets as are properly classified as
"intangible assets" in accordance with GAAP.
"Intellectual Properties" means all material patents, patent
applications, copyrights, copyright applications, trade secrets, trade names and
trademarks, technologies, methods, processes or other proprietary properties or
information which are used by the Company and its Consolidated Subsidiaries in
the conduct of their business and are either owned by them or are used, employed
or practiced by them under valid and existing licenses, grants, "shop rights" or
other rights.
"Investment Grade Rating" means a rating equal to or higher than
BBB- (or the equivalent) by Standard & Poor's Rating Group (or any successor to
the rating agency business thereof), BBB- (or the equivalent) by Fitch IBCA,
Inc. (or any successor to the rating agency business thereof) and BBB- (or the
equivalent) by Duff & Phelps Credit Rating Co. (or any successor to the rating
agency business thereof).
"Issue Date" means the date of initial issuance of the Notes under
this Supplemental Indenture and the Senior Indenture.
"Lien" means any interest in Property securing an obligation owed
to, or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the security interest or lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes. The term "Lien" shall include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions,
bankers' liens, setoffs and similar arrangements, leases and other title
exceptions and encumbrances (including, with respect to stock, stockholder
agreements, voting trust agreements, buy-back agreements and all similar
arrangements) affecting Property. For the purposes hereunder, the Company or a
Consolidated Subsidiary shall be deemed to be the owner of any Property which it
has acquired or holds subject to a conditional sale agreement, Capitalized Lease
or other arrangement pursuant to which title to
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<PAGE> 7
the Property has been retained by or vested in some other Person for security
purposes and such retention or vesting shall constitute a Lien.
"Permitted Persons" means (i) Edward J. Shoen, Mark V. Shoen,
James P. Shoen, Paul F. Shoen, Sophia M. Shoen and the spouse and lineal
descendants of each such individual, the spouses of each such lineal
descendants and the lineal descendants of such spouses, (ii) any trusts for
the primary benefit of, the executor or administrator of the estate of, or
other legal representative of, any of the individuals referred to in the
foregoing clause (i), and (iii) any corporation with respect to which all the
Voting Stock thereof is, directly or indirectly, owned by any of the
individuals referred to in the preceding clause (i).
"Priority Debt" means (i) indebtedness for money borrowed of any
Consolidated Subsidiary, except indebtedness for money borrowed issued to and
held by the Company or a Wholly Owned Consolidated Subsidiary, and (but without
duplication) (ii) Secured Indebtedness.
"Property" means any kind of property or asset, whether real,
personal or mixed, and whether tangible or intangible.
"Purchase Date" has the meaning specified in Section 701 hereof.
"Purchase Notice" has the meaning specified in Section 701 hereof.
"Purchase Price" has the meaning specified in Section 701 hereof.
"Quotation Agent" means the Reference Treasury Dealer appointed by
the Company.
"Rating Agencies" means Standard & Poor's Rating Group, Fitch
IBCA, Inc. and Duff & Phelps Credit Rating Co. or any successor to the
respective rating agency businesses thereof.
"Rating Date" means the date which is 90 days prior to the earlier
of (i) a Change in Control and (ii) public notice of the occurrence of a Change
in Control or of the intention of the Company to effect a Change in Control.
"Rating Decline" means, with the respect to the Notes, the
occurrence of the following on, or within 90 days after, the date of public
notice of the occurrence of a Change in Control or of the intention by the
Company to effect a Change in Control (which period shall be extended so long as
the rating of such Notes is under publicly announced consideration for possible
downgrade by any of the Rating Agencies): (a) in the event the Notes were
assigned an Investment Grade Rating by at least two of the three Rating Agencies
on the Rating Date, the rating of the Notes by both Standard & Poor's Rating
Group and Fitch IBCA, Inc. shall decrease below an Investment Grade Rating; or
(b) in the event the Notes were rated below an Investment Grade Rating by at
least two of the three Rating Agencies on the Rating Date, the rating of the
Notes by either Standard & Poor's Rating Group or Fitch IBCA, Inc. shall
decrease by one or more gradations (including gradations within rating
categories as well as between rating categories).
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<PAGE> 8
"Reference Treasury Dealer" means (i) each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Chase Securities Inc. and their respective
successors; however, if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute another Primary Treasury Dealer; and (ii) any other
Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding the redemption date.
"Rentals" means and includes, as of the date of any determination
thereof, all fixed payments (including as such all payments which the lessee is
obligated to make to the lessor on termination of the lease or surrender of the
Property) payable by the Company or a Consolidated Subsidiary, as lessee or
sublessee under a lease of real or personal Property, but shall be exclusive of
any amounts required to be paid by the Company or a Consolidated Subsidiary
(whether or not designated as rents or additional rents) on account of
maintenance, repairs, insurance, taxes and similar charges. Fixed rents under
any so-called "percentage leases" shall be computed solely on the basis of the
minimum rents, if any, required to be paid by the lessee regardless of sales
volume or gross revenues.
"Sale and Leaseback Transaction" has the meaning specified in
Section 602 hereof.
"Secured Indebtedness" means any indebtedness for money borrowed,
whether of the Company or any Consolidated Subsidiary, secured by any Lien on
any Property of the Company or any Consolidated Subsidiary.
"Subsidiary" means a Person more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
"Voting Stock" of a Person means all classes of Capital Stock of
such Person then outstanding and normally entitled to vote in the election of
directors (or Persons performing similar functions) or to direct the business
and affairs of the issuer of such Capital Stock in the absence of contingencies.
"Wholly Owned Consolidated Subsidiary" means any Consolidated
Subsidiary all of the outstanding Capital Stock of which (except for directors'
qualifying shares to the extent required by applicable law) is owned by the
Company and/or its Wholly Owned Consolidated Subsidiaries.
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<PAGE> 9
SECTION 102. Senior Indenture.
The Senior Indenture, as supplemented by this Supplemental
Indenture, is in all respects ratified and confirmed, and this Supplemental
Indenture shall be deemed part of the Indenture in the manner and to the extent
herein and therein provided.
SECTION 103. Counterparts.
This Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
ARTICLE TWO
FORM OF THE NOTES
SECTION 201. Form of the Face of the Notes.
The face of the Notes is to be substantially in the following form:
[To be included on the face of any Note that is a Global Security:
This Note is a Global Security within the meaning of the
Supplemental Indenture hereinafter referred to and is registered in the
name of a Depository or a nominee of a Depository or a successor
depository. This Note is not exchangeable for Notes registered in the name
of a Person other than the Depository or its nominee except in the limited
circumstances described in the Senior Indenture, and no transfer of this
Note (other than a transfer of this Note as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository) may be registered except
in the limited circumstances described in the Supplemental Indenture.]
[To be included on the face of any Note that is a Global Security where
DTC is the Depository:
Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the
Company (as defined below) or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or in such other name as is requested by an authorized
representative of DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]
7
<PAGE> 10
AMERCO
8.80% Senior Notes Due 2005
No.__________ $__________
CUSIP No. 023586AF7
AMERCO, a corporation duly organized and existing under the
laws of Nevada (herein called the "Company," which terms includes any
successor Person under the Senior Indenture hereinafter referred to), for
value received, hereby promises to pay to ________________ or registered
assigns, the principal sum of _______________________ on February 4, 2005
and to pay interest thereon from February 4, 2000 or from the most recent
Interest Payment Date on which interest has been paid or duly provided
for, semi-annually on February 4th and August 4th of each year (each an
"Interest Payment Date") commencing August 4, 2000, at the rate of 8.80%
per annum (subject to an increase due to the occurrence of certain rating
events, as set forth in more detail on the reverse hereof), until the
principal hereof is paid or made available for payment, and (to the extent
that the payment of such interest shall be legally enforceable) at the
rate of 8.80% per annum on any overdue principal (and premium, if any) and
on any overdue installment of interest.
All capitalized terms used herein shall have the respective
meanings assigned thereto in the Second Supplemental Indenture dated as of
February 4, 2000 (the "Supplemental Indenture") between the Company and
The Bank of New York, as Trustee (the "Trustee," which term includes any
successor trustee under the Senior Indenture referred to below), whether
by cross-reference or otherwise and in the Senior Indenture. The
Supplemental Indenture is one of the supplemental indentures referred to
in and executed in accordance with the terms of the Senior Indenture dated
as of April 1, 1999 between the Company and the Trustee. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Senior Indenture and the Supplemental
Indenture hereinafter referred to, be paid to the Person in whose name
this Note (or one or more Predecessor Note) is registered at the close of
business on the Regular Record Date for such interest, which shall be
January 20th or July 20th (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Senior Indenture and
Supplemental Indenture.
Payment of the principal of (and premium, if any) and any such
interest on this Note will be made in the manner set forth in the Senior
Indenture and the Supplemental
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<PAGE> 11
Indenture, in immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option
of the Company payment of interest may be made by: (1) wire transfer on
the date of payment in immediately available federal funds or next day
funds to an account specified by written notice to the Trustee from any
Holder of Notes; (2) any similar manner that such Holder may designate in
writing to the Trustee; or (3) by check mailed to the address of the
Holder in the case of a Note that is not a Global Security. In the event
that the Maturity or Interest Payment Date is not a Business Day, then
payment of interest payable on such Maturity or Interest Payment Date, as
the case may be, shall be made on the next succeeding Business Day (and
without any interest or other payment in respect of any such delay), in
each case with the same force and effect as if made on such Maturity or
Interest Payment Date.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and of the Supplemental Indenture and
the Senior Indenture, which further provisions shall for all purposes have
the same effect as if set forth at this place. In the event of any
conflict between this Note on one hand and the Supplemental Indenture and
the Senior Indenture, on the other, the terms of the Supplemental
Indenture and the Senior Indenture shall govern.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Note shall not be
entitled to any benefit under the Senior Indenture or the Supplemental
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.
Dated: _______________
AMERCO
By:________________________
Name:
Title:
Attest:______________________
Name:
Title:
SECTION 202. Form of the Reverse of the Notes.
The Reverse of the Notes is to be substantially in the following
form:
This Note is one of a duly authorized issue of securities of
the Company (the "Notes) issued under the Senior Indenture and the
Supplemental Indenture, to which Senior
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<PAGE> 12
Indenture and Supplemental Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on
the face hereof, limited in aggregate principal amount to $200,000,000.
Pursuant to Section 701 of the Supplemental Indenture, upon
the occurrence of a Change in Control Triggering Event with respect to the
Notes, each Holder of such Notes shall have the right to require the
Company to purchase such Holder's Notes, in whole or in part, in a
principal amount that is an integral multiple of $1,000, at a purchase
price equal to 101% of the principal amount thereof on any Change in
Control Payment Date plus accrued and unpaid interest, if any, to the
Change in Control Payment Date. The Holder of this Note may elect to have
this Note or a portion thereof, in an authorized denomination purchased by
completing the form entitled "Option of Holder to Elect Purchase"
appearing below and tendering this Note pursuant to the Change in Control
Notice.
In the event that a Note is purchased in part only, a new Note
or Notes of like tenor for the unpurchased portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof, provided
that each new Note issued shall be in a principal amount in denominations
of $1,000 and integral multiples thereof.
The Notes will be redeemable, in whole or in part, at the
Company's option at any time at a Redemption Price equal to the greater of
(i) 100% of the principal amount of the Notes, and (ii) as determined by
the Quotation Agent, the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes (not including
any portion of those payments of interest accrued as of the Redemption
Date) discounted to the Redemption Date on a semi-annual basis assuming a
360 day year consisting of twelve 30 day months at the Adjusted Treasury
Rate plus 35 basis points plus, in each case, accrued and unpaid interest
on the Notes to the Redemption Date. In the case of a partial redemption,
pursuant to Section 1103 of the Senior Indenture, selection of the Notes
for redemption will be made pro rata, by lot or such other method as the
Trustee in its sole discretion deems appropriate and fair. No Notes of a
principal amount of $1,000 or less will be redeemed in part. The Notes
shall not be subject to any sinking fund.
The Notes shall be general unsecured obligations of the
Company. The Notes shall rank pari passu in right of payment with all
senior indebtedness of the Company and senior in right of payment to all
future subordinated indebtedness of the Company.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Senior Indenture
and the Supplemental Indenture.
The Senior Indenture and the Supplemental Indenture permit,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights
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<PAGE> 13
and obligations of the Company and the rights of the Holders of the Notes
to be affected at any time by the Company and the Trustee with the consent
of the Holders of a majority of aggregate principal amount or at least
two-thirds of the aggregate principal amount, as applicable, of the Notes
at the time Outstanding. The Senior Indenture and the Supplemental
Indenture also contain provisions permitting the Holders of specified
percentages in principal amount of the Notes at the time Outstanding, on
behalf of the Holders of all Notes, to waive compliance by the Company
with certain provisions of the Senior Indenture and the Supplemental
Indenture and certain past defaults under the Senior Indenture and the
Supplemental Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Senior Indenture and the
Supplemental Indenture and no provision of this Note or of the Senior
Indenture or the Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Note at the times, place
and rate, and in the coin or currency, herein prescribed.
As provided in the Senior Indenture and the Supplemental
Indenture, and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium
and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of like
tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Senior Indenture and the Supplemental Indenture contain
provisions for defeasance at any time of (a) the entire amount of the
Notes and (b) certain restrictive covenants and related Events of Default,
in each case, upon compliance with certain conditions set forth therein.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided
in the Senior Indenture and the Supplemental Indenture and subject to
certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
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<PAGE> 14
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
This Note shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to principles
of conflicts of law.
12
<PAGE> 15
OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)
In connection with the Change in Control Notice made pursuant to
Section 701 of the Supplemental Indenture, the undersigned
registered Holder hereby elects to have
[ ] the entire principal amount
[ ] $________ ($1,000 in principal amount or an integral
multiple thereof) of this Note
repurchased by the Company. The undersigned hereby directs the
Trustee or Paying Agent to pay it or __________________ an amount in
cash equal to 101% of the principal amount indicated in the
preceding sentences plus accrued and unpaid interest thereon, if
any, to the Change in Control Payment Date.
Dated:__________________
______________________________ ______________________________
Signature of Registered Holder Signature Guaranteed
NOTICE: The signature to the foregoing must correspond to the Name
as written upon the face of this Note in every particular,
without alteration or any change whatsoever.
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<PAGE> 16
TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
Insert Taxpayer Identification Number:
____________________________________________
Please print or type name and address, including the zip code of the
assignee:
____________________________________________
the attached Note and all rights thereunder, hereby irrevocably
constituting and appointing
____________________________________________
as attorney to transfer said Note on the books of the Company with full
power and substitution in the premises.
Date:_____________________
___________________________________________________
NOTE: The signature to this assignment must
correspond with the name as written upon the
face of the attached Note in every
particular, without alteration or change
whatsoever.
SECTION 203. Form of the Certificate of Authentication.
The Trustee's Certificate of Authentication to be endorsed on the
Notes is to be substantially in the following form:
14
<PAGE> 17
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Senior Indenture.
THE BANK OF NEW YORK,
as Trustee
By:__________________________
Authorized Signatory
ARTICLE THREE
GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 301. Designation of Securities and Amounts Thereof.
There shall be and is hereby authorized a single series of
Securities designated the "8.80% Senior Notes Due 2005" (herein called the
"Notes"), limited in aggregate principal amount to $200,000,000.
SECTION 302. Payment of Principal and Interest.
The Notes shall mature and the principal shall be due and payable in
Dollars to the Holders thereof (subject to Section 304 hereof), together with
all accrued and unpaid interest thereon, on February 4, 2005 (the "Maturity" for
the purposes of the Notes under this Supplemental Indenture).
The Notes shall bear interest at 8.80% per annum, subject to the
provisions of the following paragraph, from and including February 4, 2000 or
from the most recent Interest Payment Date (defined below) on which interest has
been paid or provided for until the principal thereof becomes due and payable,
and on any overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum. Interest on the Notes shall be payable semiannually in
arrears in Dollars on February 4th and August 4th of each year, commencing on
August 4, 2000 (each such date, an "Interest Payment Date" for the purposes of
the Notes under this Supplemental Indenture). Payments of interest shall be made
to the Person in whose name a Note (or predecessor Note) is registered (which
shall initially be the Depository, as set forth in Section 304 hereof) at the
close of business on the January 20th or July 20th, as the case may be, next
preceding such Interest Payment Date (each such date, a "Regular Record Date"
for the purposes of the Notes under this Supplemental Indenture).
For so long as the Notes are represented by one or more Global
Securities, all payments of principal and interest shall be made by the Company
in immediately available funds in
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<PAGE> 18
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, provided that the
Company may at its option pay interest by check in the case of a Note that is
not a Global Security.
In the event that the Maturity or any Interest Payment Date is not a
Business Day, then payment of interest payable on such Maturity or Interest
Payment Date, as the case may be, shall be made on the next succeeding Business
Day (and without any interest or other payment in respect of any such delay), in
each case with the same force and effect as if made on such Maturity or Interest
Payment Date.
For so long as and to the extent that the Notes are represented by
one or more Global Securities pursuant to Section 304 hereof, payments of
principal and interest shall be made in accordance with said Section 304. All
other payments of principal and interest shall be made to the registered Holders
thereof by a Paying Agent that the Company shall maintain, in the event that
definitive Notes shall have been issued, in The City of New York.
The Notes are subject to redemption by the Company in whole or in
part in the manner described therein and shall not be subject to any sinking
fund.
SECTION 303. Ranking.
The Notes shall be general unsecured obligations of the Company. The
Notes shall rank pari passu in right of payment with all senior indebtedness of
the Company and senior in right of payment to all subordinated indebtedness of
the Company.
SECTION 304. Book-Entry System.
The Notes shall be represented by one or more permanent global notes
(each, a "Global Security") deposited with, or on behalf of, The Depositary
Trust Company, as Depository under the Senior Indenture and this Supplemental
Indenture (the "Depository"), and registered in the name of the Depository's
nominee. Except as set forth in the following paragraph, (1) owners of
beneficial interests in a Global Security shall not be entitled to have Notes
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Notes in definitive form and
shall not be considered the owners or Holders thereof under the Senior Indenture
and this Supplemental Indenture and (2) each Global Security may be transferred,
in whole and not in part, only to another nominee of the Depository or to a
successor of the Depository or its nominee. Accordingly, beneficial interests in
the Notes shall be shown on, and transfers thereof shall be effected only
through, records maintained by the Depository and its participants.
Notwithstanding any provisions of Section 305 of the Senior
Indenture, no Note that is a Global Security shall be registered for transfer or
exchange, or be authenticated and delivered, and owners of beneficial interests
in any Global Security will not be entitled to receive Notes in definitive form
and will not be considered Holders of Notes unless (1) the Depository notifies
the Company that it is unwilling or unable to continue as Depository for such
Global Security or if at any time the Depository ceases to be a clearing agency
registered under the Exchange Act, (2) the
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<PAGE> 19
Company executes and delivers to the Trustee a Company Order that such Global
Security shall be so exchangeable or (3) there shall have occurred and be
continuing a Default or an Event of Default. In such circumstances, upon
surrender by the Depository or a successor depository of any Global Security,
Notes in definitive form will be issued to each Person that the Depository or
successor depository identifies as the beneficial owner of the related Notes.
Upon such issuance, the Trustee is required to register such Notes in the name
of, and cause such Notes to be delivered to, such Person or Persons (or nominees
thereof). Such Notes would be issued in fully registered form without coupons,
in denominations of $1,000 and integral multiples thereof.
The Depository shall be permitted to take any action permitted to be
taken by an owner or Holder of Notes only at the direction of one or more
participants in the Depository, as it may from time to time determine.
Principal and interest payments on Notes registered in the name of
or held by the Depository or its nominee shall be made to the Depository or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Notes. The Company and the Trustee shall treat the Persons in
whose names the Notes are registered as the Holders of such Notes for the
purpose of receiving payment of principal and interest on such Notes and for all
other purposes whatsoever. Therefore, none of the Company, the Trustee or any
Paying Agent has direct responsibility or liability for the payment of principal
and interest on the Notes to owners of beneficial interests in any Global
Security. Payments by direct and indirect participants in the Depository shall
be the responsibility of such participants.
The Notes shall trade in the Depository's Same-Day Funds Settlement
System until Maturity (or until they are subject to repurchase pursuant to
Section 701 hereof or acceleration pursuant to Article Five of the Senior
Indenture), and secondary market trading activity in the Notes may be required
by the Depository to settle in immediately available funds.
SECTION 305. Execution, Authentication, Delivery and Dating.
The Notes shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its President, one of its Vice
Presidents or its Treasurer, under its corporate seal (whether in its original
or facsimile form) reproduced thereon and attested by its Treasurer, one of its
Assistant Treasurers, its Secretary or one of its Assistant Secretaries. The
signature of these officers on the Notes may be manual or facsimile.
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Defeasance of the Notes.
The Notes shall be subject to defeasance in accordance with the
provisions of Section 403 of the Senior Indenture.
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<PAGE> 20
ARTICLE FIVE
REMEDIES
SECTION 501. Events of Default.
For all purposes of the Senior Indenture and this Supplemental
Indenture relating to the Notes, the following shall be an Event of Default in
addition to the Events of Default enumerated in Section 501 of the Senior
Indenture:
the failure to perform the obligations of the Company set forth in Section
701 of the Supplemental Indenture (including the obligation to purchase
the Notes required to be purchased following a Change in Control Purchase
in accordance with the terms of the Change in Control Notice and the
Supplemental Indenture).
ARTICLE SIX
COVENANTS
The Company covenants and agrees for the benefit of the Holders of
the Notes that it will comply with all covenants contained in the Senior
Indenture and with such further covenants that are contained in this Article Six
and in any other provisions of this Supplemental Indenture.
SECTION 601. Limitation on Liens Securing Indebtedness.
The Company shall not, and shall not permit any Consolidated
Subsidiary to, create or incur, or suffer to be incurred or to exist, at any
time, any Lien on its or their Property, whether now owned or hereafter
acquired, or upon any income or profits therefrom, to secure the payment of any
indebtedness for money borrowed of the Company or of any Consolidated Subsidiary
or of any other Person, unless all obligations of the Company on or in respect
of the Notes are equally and ratably and validly secured by such Lien by
proceedings and documents reasonably satisfactory to the Trustee, except that
the provisions of this Section 601 shall not prohibit the following:
(a) Liens existing as of the Issue Date securing indebtedness
for money borrowed of the Company and its Consolidated Subsidiaries
outstanding on such date;
(b) Liens (i) incurred after the Issue Date given (on or
within 120 days of the date of acquisition, construction or improvement)
to secure the payment of the purchase price or construction costs incurred
by the Company or a Consolidated Subsidiary in connection with the
acquisition, construction or improvement of real and personal Property
useful and intended to be used in carrying on the business of the Company
or such Consolidated Subsidiary, or (ii) on fixed assets useful and
intended to be used in carrying on the business of the Company or a
Consolidated Subsidiary existing at the time of acquisition or
construction thereof by the Company or such Consolidated Subsidiary or at
the time of
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acquisition by the Company or a Consolidated Subsidiary of any business
entity then owning such fixed assets, whether or not such existing Liens
were given to secure the payment of the purchase price or construction
costs of the fixed assets to which they attach, so long as Liens permitted
by this subclause (ii) were not incurred, extended or renewed in
contemplation of such acquisition or construction, provided that any such
Liens permitted by this clause (b) shall attach solely to the Property
acquired, constructed, improved or purchased.
(c) Liens for taxes, assessments or other governmental
levies or charges not yet due or which are subject to a Good Faith
Contest;
(d) Liens incidental to the conduct of the Company's and its
Subsidiaries' businesses or their ownership of Property and other assets
not securing any indebtedness for money borrowed and not otherwise
incurred in connection with the borrowing of money or obtaining of credit,
and which do not in the aggregate materially diminish the value of the
Company's or Subsidiaries' Property or assets when taken as a whole, or
materially impair the use thereof in the operation of their businesses;
(e) Liens in respect of any interest or title of a lessor in
any Property subject to a Capitalized Lease permitted under Section 602
hereof;
(f) Liens arising in respect of judgments against the Company,
except for any judgment in an amount in excess of $1,000,000 which is not
discharged or execution thereof stayed pending appeal within 45 days after
entry thereof;
(g) Liens in favor of the Company or any Consolidated
Subsidiary of the Company;
(h) Liens consisting of minor survey exceptions or minor
encumbrances, easements or reservations, or rights of others for
rights-of-way, utilities and other similar purposes, or zoning or other
restrictions as to use of real Property, that are necessary for the
conduct of the operations of the Company and its Subsidiaries or that
customarily exist on properties of corporations engaged in similar
businesses and are similarly situated and that do not in any event
materially impair their use in the operations of the Company and its
Subsidiaries; and
(i) Liens renewing, extending or refunding any Lien permitted
by the preceding clauses of this Section 601; provided, however, that the
principal amount of indebtedness for money borrowed secured by such Lien
immediately prior thereto is not increased and such Lien is not extended
to any other assets or Property.
Notwithstanding the foregoing, the Company or any Consolidated
Subsidiary may create or assume Liens, in addition to those otherwise permitted
by the preceding clauses of this Section 601, securing indebtedness for money
borrowed of the Company or any Consolidated Subsidiary issued or incurred after
the Issue Date, provided that at the time of such issuance or
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incurrence, the aggregate amount of all Secured Indebtedness and Attributable
Debt would not exceed 15% of Consolidated Net Tangible Assets.
In the event that any Property of the Company or any Consolidated
Subsidiary is subjected to a Lien not otherwise permitted by this Section 601,
the Company shall make or cause to be made a provision whereby the Notes shall
be secured (together with other indebtedness for money borrowed then entitled
thereto and equal in rank to the Notes), to the full extent permitted under
applicable law, equally and ratably with all other obligations secured thereby,
and in any case the Notes shall (but only in such event) have the benefit, to
the full extent that the Holders of the Notes may be entitled thereto under
applicable law, of an equitable Lien on such Property equally and ratably
securing the Notes and such other obligations.
SECTION 602. Limitation on Sale and Leaseback.
The Company shall not enter, and shall not permit any Consolidated
Subsidiary to, enter into any arrangement, directly or indirectly, whereby the
Company or such Consolidated Subsidiary shall, in one transaction or a series of
related transactions, (x) sell, transfer or otherwise dispose of any Property
owned by the Company or any Consolidated Subsidiary and (y) more than 120 days
after the later of the date of initial acquisition of such Property or
completion or occupancy thereof, as the case may be, by the Company or such
Consolidated Subsidiary, rent or lease, as lessee, such Property or
substantially identical Property or any material part thereof (a "Sale and
Leaseback Transaction"), provided that the foregoing restriction shall not apply
to any Sale and Leaseback Transaction if (a) immediately after the consummation
of such Sale and Leaseback Transaction and after giving effect thereto, no
Default or Event of Default shall exist and (b) any one of the following
conditions is satisfied:
(i) the lease concerned constitutes a Capitalized Lease and at
the time of entering into such Sale and Leaseback Transaction and after
giving effect thereto and to any Liens incurred pursuant to Section 601
hereof, the aggregate amount of all Secured Indebtedness and Attributable
Debt would not exceed 15% of Consolidated Net Tangible Assets; or
(ii) the lease has a term which in the aggregate would not exceed
36 months (including any extensions or renewals thereof at the option of
the lessee); or
(iii) the sale of such Property is for cash consideration which
equals or exceeds the fair market value thereof (as determined in good
faith by the Company) and the net proceeds from such sale are applied,
within 180 days of the date of the sale thereof, to either (a) redemption
or retirement of the Notes or (b) the payment (other than payments due at
maturity or in satisfaction of, or applied to, any mandatory or scheduled
payment or prepayment obligation) of indebtedness for money borrowed of
the Company which ranks, in right of payment, on a parity with or senior
to the Notes.
SECTION 603. Restrictive Agreements.
The Company shall not enter, and shall not permit any of its
Consolidated Subsidiaries to enter, into any indenture, agreement, instrument or
other arrangement which,
20
<PAGE> 23
directly or indirectly, prohibits or restrains, or has the effect of prohibiting
or restraining, or imposes materially adverse conditions upon, the ability of
any Consolidated Subsidiary to make loans or advances to the Company or to
declare and pay dividends or make distribution on shares of such Consolidated
Subsidiary's Capital Stock (whether now or hereafter outstanding); provided,
however, that any agreement to subordinate indebtedness for money borrowed,
owing from any Consolidated Subsidiary to the Company or owing between
Consolidated Subsidiaries pursuant to any Priority Debt or to any guarantee of
such indebtedness for money borrowed, shall not be deemed to violate this
Section 603 so long as any such agreement to subordinate does not directly or
indirectly prohibit or restrain the ability of any such Consolidated Subsidiary
to make loans or advances to the Company or to declare and pay dividends or make
distributions on shares of such Consolidated Subsidiary's Capital Stock (whether
now or hereafter outstanding).
SECTION 604. Defeasance of Certain Obligations.
The Company may omit to comply with the covenants contained in
Sections 601, 602, 603 and 701 hereof, and violations of such covenants shall
not be deemed to be an Event of Default hereunder, under the Senior Indenture
and under the Notes, to the extent that all of the conditions set forth in
Section 403 of the Senior Indenture have been met.
ARTICLE SEVEN
PURCHASE OF SECURITIES
SECTION 701. Purchase of Securities at the Option of Holders Upon a Change in
Control.
(a) If any Change in Control Triggering Event regarding the Company
occurs on or prior to maturity of the Notes, each Holder of Notes will have the
right, at the Holder's option, subject to the terms and conditions of the Senior
Indenture, to require the Company to purchase (the "Change in Control Purchase")
all or any part of the Holder's Notes (so long as the principal amount is $1,000
or an integral multiple of $1,000) on the date that is 60 Business Days after
the occurrence of the Change in Control Triggering Event (the "Purchase Date").
If a Holder exercises this option, the Company will purchase that Holder's Notes
for cash equal to 101% of the principal amount of the Notes plus any interest
accrued and unpaid on the Notes through the Purchase Date (the "Purchase Price")
in accordance with the procedures set forth in this Section 701.
(b) Within 30 Business Days after a Change in Control Triggering
Event, the Company is obligated to mail to the Trustee and to all Holders of the
Notes at their addresses shown in the Security Register (and to beneficial
owners as required by applicable law) a notice (the "Change in Control Notice")
regarding the Change in Control Triggering Event. The Change in Control Notice
shall state, among other things:
(1) the date by which the Holder must give the Purchase Notice;
(2) the Purchase Price;
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<PAGE> 24
(3) the Purchase Date;
(4) the name and address of the Trustee and of any other office or
agency maintained for the purpose of the surrender of the Notes
for purchase;
(5) the procedures for withdrawing a Purchase Notice; and
(6) the procedures that a Holder must follow to exercise these rights.
The Company will have the Change in Control Notice published in a daily
newspaper of national circulation.
(c) To exercise the right to have the Company purchase the Notes, a
Holder must deliver written notice (a "Purchase Notice") to the Trustee or to
any other office or agency maintained for that purpose of the Holder's exercise
of that right before the close of business on the Business Day immediately prior
to the Purchase Date. The Purchase Notice must state:
(1) the certificate number of the Note or Notes to be delivered by the
Holder for purchase by the Company;
(2) the portion of the principal amount of the Notes to be purchased
(which must be $1,000 or an integral multiple of $1,000); and
(3) that the Notes will be submitted to the Company accompanied by a
duly completed form of "Option of Holder to Elect Purchase"
contained on the reverse of such Notes, to the Company to be given
to the Trustee as Security Registrar at a Place of Payment specified
in the notice (or otherwise make effective delivery of the Note and
form of "Option of Holder to Elect Purchase" pursuant to book-entry
procedures and the related rules of the Depository) prior to the
close of business on the Business Day preceding the Purchase Date
for purchase on the Purchase Date pursuant to the applicable
provisions of the Notes.
A Holder may withdraw any Purchase Notice by written notice of
withdrawal delivered to the Trustee or to any other office or agency maintained
for such purpose no later than the Business Day immediately prior to the
Purchase Date. The notice of withdrawal must state the principal amount and the
certificate numbers of the Notes as to which the withdrawal notice relates and
the principal amount, if any, of the Holder's Notes which remains subject to the
original Purchase Notice.
(d) On the Purchase Date, the Company shall (i) accept for payment
the Notes or portions thereof tendered pursuant to the Change in Control Notice,
(ii) deposit with the Trustee money sufficient to pay the aggregate Purchase
Price and (iii) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers' Certificate indicating the Notes or portions
thereof tendered to the Company. The Trustee shall promptly mail to each Holder
of Notes so accepted payment in an amount equal to the Purchase Price for such
Notes, and the Trustee shall promptly authenticate and mail to such Holder a new
Note equal in principal amount to any unpurchased portion of the Notes
surrendered, provided that each such new Note shall be issued in an original
principal amount in denominations of $1,000 and integral multiples thereof.
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(e) The Company shall comply, to the extent then applicable and
required by law, with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder in connection with the
purchase of Notes pursuant to the Change in Control Notice. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions relating to the Change in Control Notice, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations described above by virtue thereof.
ARTICLE EIGHT
MODIFICATIONS
SECTION 801. Modification or Amendment.
Modifications and amendments to this Supplemental Indenture shall be
made in accordance with Article Nine and the other provisions of the Senior
Indenture. Notwithstanding anything in Article Nine of the Senior Indenture to
the contrary, modification or amendment to this Supplemental Indenture or the
Senior Indenture may not waive the Company's obligation to make a Change in
Control Purchase without the written consent of the Holders of a least
two-thirds in aggregate principal amount of the then Outstanding Notes.
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<PAGE> 26
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
AMERCO
By: /s/ Gary Horton
__________________________________
Name: Gary Horton
Title: Treasurer
THE BANK OF NEW YORK,
as Trustee
/s/ JoAnn Manieri
By:__________________________________
Name:JoAnn Manieri
Title:Assistant Vice-President
24
<PAGE> 1
[SNELL & WILMER LETTERHEAD]
Exhibit 8.1
February 4, 2000
AMERCO
1325 Airmotive Way, Suite 100
Reno, Nevada 89502
Ladies and Gentlemen:
We have acted as United States tax counsel for AMERCO (the "Company"), in
connection with the issuance of $200 million principal amount of 8.80% senior
notes due 2005 (the "Notes"). We refer to that section of the Prospectus
Supplement dated January 27, 2000, entitled "Certain U.S. Federal Income Tax
Consequences To Non-U.S. Holders" (the "Section") filed by the Company with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder.
We have examined such documents, records and matters of laws as we have
deemed necessary, and, based thereupon, it is our opinion that, to the extent
that it states matters of law or legal conclusions and subject to the
qualifications and limitations contained therein, the Section correctly
summarizes the principal United States federal income tax consequences that are
likely to be material to a "Non-U.S. Holder", as defined in the Section, who
holds one or more Notes as a capital asset and who is not subject to the special
rules applicable to certain holders, including insurance companies, tax exempt
organizations, financial institutions, and broker-dealers.
We express no opinion in respect of those matters governed by or construed
in accordance with the law of any jurisdiction other than the federal laws of
the United States of America.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission and the reference to the name of our firm in such filing,
without thereby admitting that we are "experts" under the Securities Act or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very Truly Yours,
Snell & Wilmer LLP
CP:bb
<PAGE> 1
Exhibit 12.1
Six Months
Ended
September 30, Year Ended March 31,
1999 1999 1998 1997 1996 1995
-----------------------------------------------------
[S] [C] [C] [C] [C] [C] [C]
Pretax earnings from
operations $ 130.8 97.6 76.3 83.5 96.2 93.5
Plus: Interest expense 39.8 73.7 79.4 76.0 67.6 68.6
Amortization of
debt expense
and discounts 0.2 0.3 0.3 0.1 - -
A portion of
rental expense
(1/3) 21.4 39.6 30.0 28.6 23.0 22.2
-------------------------------------------------------
Subtotal (A) 192.2 211.2 186.0 188.2 186.8 184.3
-------------------------------------------------------
Divided by:
Fixed charges:
Interest expense 39.8 73.7 79.4 76.0 67.6 68.6
A portion of rental
expense (1/3) 21.4 39.6 30.0 28.6 23.0 22.2
Interest capitalized
during the period 0.2 0.9 2.2 3.4 1.8 1.7
Amortization of debt
expense and
discounts 0.2 0.3 0.3 0.1 - -
-------------------------------------------------------
Subtotal (B) $ 61.6 114.5 111.9 108.1 92.4 92.5
Ratio of earnings
to fixed charges
(A)/(B) 3.12 1.84 1.66 1.74 2.02 1.99
=======================================================
AMERCO believes that one-third of AMERCO's annual rental expense is a
reasonable approximation of the interest factor of such rentals.
