<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification No.
_______________________________________________________________________
0-7862 AMERCO 88-0106815
(A Nevada Corporation)
1325 Airmotive Way, Ste. 100
Reno, Nevada 89502-3239
Telephone (702) 688-6300
2-38498 U-Haul International, Inc. 86-0663060
(A Nevada Corporation)
2727 N. Central Avenue
Phoenix, Arizona 85004
Telephone (602) 263-6645
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ].
29,513,492 shares of AMERCO Common Stock, $0.25 par value and 5,762,495
shares of AMERCO Series A common stock, $0.25 par value were
outstanding at November 14, 1995.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01 par
value, were outstanding at November 14, 1995. U-Haul International,
Inc. meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
<PAGE> 2
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
a) Consolidated Balance Sheets as of September 30, 1995,
March 31, 1995 and September 30,1994..................... 4
b) Consolidated Statements of Earnings for the
Six Months ended September 30, 1995 and1994.............. 6
c) Consolidated Statements of Changes in Stockholders'
Equity for the Six Months ended September 30, 1995
and 1994................................................. 7
d) Consolidated Statements of Earnings for the
Quarters ended September 30, 1995 and 1994............... 9
e) Consolidated Statements of Cash Flows for the
Six Months ended September 30, 1995 and 1994............. 10
f) Notes to Consolidated Financial Statements -
September 30, 1995, March 31, 1995 and
September 30, 1994....................................... 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 18
PART II. OTHER INFORMATION
Item 1. LegalProceedings............................................. 29
Item 6. Exhibits and Reports on Form 8- K............................ 33
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INTENTIONALLY BLANK
<PAGE> 4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
September 30, March 31, September 30,
ASSETS 1995 1995 1994
-------------------------------------
(unaudited) (audited) (unaudited)
(in thousands)
Cash and cash equivalents $ 33,283 35,286 41,882
Receivables 338,489 300,238 260,727
Inventories 51,402 50,337 47,691
Prepaid expenses 21,814 25,933 21,029
Investments, fixed maturities 800,481 705,428 701,220
Investments, other 139,681 135,220 97,727
Deferred policy acquisition costs 51,304 49,244 49,940
Other assets 18,757 30,057 18,192
Property, plant and equipment, at
cost:
Land 210,928 214,033 202,987
Buildings and improvements 738,535 735,624 710,680
Furniture and equipment 184,189 179,016 174,139
Rental trailers and other rental
equipment 258,264 245,892 225,498
Rental trucks 933,013 913,641 905,669
General rental items 49,581 51,890 54,131
--------- --------- ---------
2,374,510 2,340,096 2,273,104
Less accumulated depreciation 1,131,339 1,065,850 1,005,433
--------- --------- ---------
Total property, plant and
equipment 1,243,171 1,274,246 1,267,671
$ 2,698,382 2,605,989 2,506,079
========= ========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 5
September 30, March 31, September 30,
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1995 1994
-------------------------------------
(unaudited) (audited) (unaudited)
(in thousands)
Liabilities:
Accounts payable and accrued
liabilities $ 150,198 127,613 149,940
Notes and loans 796,738 881,222 752,529
Policy benefits and losses, claims 475,220 475,187 464,883
and loss expenses payable
Liabilities from premium deposits 374,407 304,979 300,069
Cash overdraft 23,450 31,363 27,013
Other policyholders' funds and
liabilities 25,843 20,378 8,805
Deferred income 9,533 7,426 8,652
Deferred income taxes 95,569 71,037 85,404
--------- ------ ------
Stockholders' equity:
Serial preferred stock, with or
without par value, 50,000,000
shares authorized; 6,100,000
issued without par value and
outstanding as of September 30, 1995,
March 31, 1995 and September 30, 1994 - - -
Serial common stock, with or with-
out par value, 150,000,000 shares
authorized - - -
Series A common stock of $0.25 par
value, authorized 10,000,000 shares,
issued 5,762,495 shares as of
September 30, 1995 and March 31, 1995,
and 9,238,015 shares as of
September 30, 1994 1,441 1,441 2,309
Common stock of $0.25 par value,
authorized 150,000,000 shares, issued
34,237,505 shares as of September 30,
1995 and March 31, 1995, and 30,761,985
shares as of September 30, 1994 8,559 8,559 7,691
Additional paid-in capital 165,675 165,675 165,651
Foreign currency translation (10,599) (12,435) (10,027)
Unrealized gain(loss) on investments 6,771 (6,483) (3,615)
Retained earnings 611,166 561,589 577,523
--------- ------- -------
783,013 718,346 739,532
Less:
Cost of common shares in treasury,
(1,380,937 shares as of September 30,
1995 and 1,335,937 shares as of
March 31, 1995 and September 30, 1994) 11,457 10,461 10,461
Unearned employee stock
ownership plan shares 24,132 21,101 20,287
--------- ------- -------
Total stockholders' equity 747,424 686,784 708,784
Contingent liabilities and commitments
--------- ------- -------
$ 2,698,382 2,605,989 2,506,079
========= ========= =========
<PAGE> 6
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Earnings
Six Months ended September 30,
(Unaudited)
1995 1994
-------------------------
(in thousands except
per share data)
Revenues
Rental and other revenue $ 504,429 494,145
Net sales 102,675 97,688
Premiums 71,385 67,597
Net investment income 23,287 22,423
----------- -----------
Total revenues 701,776 681,853
Costs and expenses
Operating expense 368,135 339,720
Cost of sales 58,001 53,288
Benefits and losses 68,099 66,279
Amortization of deferred acquisition
costs 7,799 5,676
Depreciation 76,275 74,755
Interest expense 35,554 33,297
----------- ----------
Total costs and expenses 613,863 573,015
Pretax earnings from operations 87,913 108,838
Income tax expense (31,854) (39,354)
----------- ----------
Net earnings $ 56,059 69,484
=========== ==========
Earnings per common share:
Net earnings $ 1.31 1.70
=========== ==========
Weighted average common shares outstanding 37,931,825 37,053,707
=========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> 7
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Six Months ended September 30,
(Unaudited)
1995 1994
---------------------
(in thousands)
Series A common stock of $0.25 par
value: Authorized 10,000,000 shares,
issued 5,762,495 as of September 30, 1995
and 5,762,495 as of March 31, 1995 and
9,238,015 as of September 30, 1994
Beginning of period $ 1,441 1,438
Exchange for common stock - 871
------- -------
End of period 1,441 2,309
------- -------
Common stock of $0.25 par value:
Authorized 150,000,000 shares, issued
34,237,505 as of September 30, 1995,
and March 31, 1995 and 30,761,985
as of September 30, 1994
Beginning of period 8,559 8,562
Exchange for common stock - (871)
------- -------
End of period 8,559 7,691
------- -------
Additional paid-in capital:
Beginning and end of period 165,675 165,651
------- -------
Foreign currency translation:
Beginning of period (12,435) (11,152)
Change during period 1,836 1,125
------- -------
End of period (10,599) (10,027)
------- -------
Unrealized gain (loss) on investments:
Beginning of period (6,483) 679
Change during period 13,254 (4,294)
------- -------
End of period 6,771 (3,615)
------- -------
Retained earnings:
Beginning of period 561,589 514,521
Net earnings 56,059 69,484
Dividends paid to stockholders:
Preferred stock: ($1.06 per share
for 1995 and 1994, respectively) (6,482) (6,482)
------- -------
End of period 611,166 577,523
------- -------
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> 8
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Six Months ended September 30,
(Unaudited)
1995 1994
--------------------
(in thousands)
Less:
Treasury stock:
Beginning of period 10,461 10,461
Net increase (45,000 shares in 1995) 996 -
------- ------
End of period 11,457 10,461
------- ------
Unearned employee stock ownership
plan shares:
Beginning of period 21,101 17,451
Increase in loan 3,168 2,955
Proceeds from loan (137) (119)
------- ------
End of period 24,132 20,287
------- -------
Total stockholders' equity $ 747,424 708,784
======= =======
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> 9
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Earnings
Quarters ended September 30,
(Unaudited)
1995 1994
----------------------
(in thousands except
per share data)
Revenues
Rental and other revenue $ 269,118 265,183
Net sales 49,559 46,386
Premiums 40,683 36,038
Net investment income 11,907 11,913
---------- ----------
Total revenues 371,267 359,520
Costs and expenses
Operating expense 186,091 174,179
Cost of sales 29,042 25,738
Benefits and losses 40,858 39,867
Amortization of deferred acquisition
costs 4,871 2,592
Depreciation 38,582 37,473
Interest expense 16,722 16,659
---------- ----------
Total costs and expenses 316,166 296,508
Pretax earnings from operations 55,101 63,012
Income tax expense (19,904) (22,941)
---------- ----------
Net earnings $ 35,197 40,071
========== ==========
Earnings per common share:
Net earnings $ 0.84 1.00
========== ==========
Weighted average common shares outstanding 37,905,225 36,999,879
========== ==========
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE> 10
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
Six Months ended September 30,
(Unaudited)
1995 1994
--------------------
(in thousands)
Cash flows from operating activities:
Net earnings $ 56,059 69,484
Depreciation and amortization 84,339 82,684
Provision for losses on accounts
receivable 2,819 1,868
Net gain on sale of real and personal
property 581 132
Gain on sale of investments (2,970) (1,066)
Changes in policy liabilities and
accruals (3,334) 26,568
Additions to deferred policy
acquisition costs (11,954) (7,770)
Net change in other operating assets
and liabilities 18,404 27,705
-------- ---------
Net cash provided by operating activities 143,944 199,605
-------- ---------
Cash flows from investing activities:
Purchases of investments:
Property, plant and equipment (143,082) (255,231)
Fixed maturities (162,081) (86,291)
Real estate (5,629) (8)
Mortgage loans (7,384) (36,087)
Proceeds from sale of investments:
Property, plant and equipment 97,030 88,669
Fixed maturities 89,348 100,522
Real estate 570 459
Mortgage loans 17,573 5,374
Changes in other investments 1,186 (834)
-------- ---------
Net cash used by investing activities (112,469) (183,427)
-------- ---------
Cash flows from financing activities:
Net change in short-term borrowings (163,500) 16,250
Proceeds from notes 140,184 66,000
Loan to leveraged employee stock
ownership plan (3,168) (2,955)
Proceeds from leveraged employee stock
ownership plan 137 119
Principal payments on notes (61,168) (53,485)
Net change in cash overdraft (7,913) 454
Dividends paid (6,482) (6,482)
Purchase of treasury shares (996) -
Investment contract deposits 101,667 13,661
Investment contract withdrawals (32,239) (26,300)
-------- ---------
Net cash provided (used) by
financing activities (33,478) 7,262
-------- ---------
Increase (decrease) in cash and
cash equivalents (2,003) 23,440
Cash and cash equivalents at
beginning of period 35,286 18,442
-------- ---------
Cash and cash equivalents at
end of period $ 33,283 41,882
======== =========
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE> 11
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1995, March 31, 1995 and September 30, 1994
(Unaudited)
1. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
parent corporation, AMERCO, and its subsidiaries, all of which
are wholly-owned. All material intercompany accounts and
transactions of AMERCO and its subsidiaries (herein called the
"Company" or the "consolidated group") have been eliminated.
The consolidated balance sheets as of September 30, 1995 and
1994, and the related consolidated statements of earnings,
changes in stockholders' equity and cash flows for the six
months ended September 30, 1995 and 1994 are unaudited; in the
opinion of management, all adjustments necessary for a fair
presentation of such financial statements have been included.
Such adjustments consisted only of normal recurring items.
Interim results are not necessarily indicative of results for
a full year.
The operating results and financial position of AMERCO's
consolidated insurance operations are determined on a quarter
lag. There were no effects related to intervening events
which would significantly affect consolidated position or
results of operations for the financial statements presented
herein.
The financial statements and notes are presented as permitted by
Form 10-Q and do not contain certain information included in
the Company's annual financial statements and notes.
Earnings per share are computed based on the weighted average
number of shares outstanding, excluding shares of the employee
stock ownership plan that have not been committed to be
released. Net income is reduced for preferred dividends.
Certain reclassifications have been made to the financial
statements for the six months ended September 30, 1994 to
conform with the current year's presentation.
<PAGE> 12
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
2. INVESTMENTS
A comparison of amortized cost to market for fixed maturities is
as follows (in thousands, except for par value):
June 30, 1995
- ------------------- Par Value Gross Gross Estimated
Consolidated or number Amortized unrealized unrealized market
Held-to-Maturity of shares cost gains losses value
------------------------------------------------------
U.S. treasury
securities
and government
obligations $ 20,355 $ 20,280 1,784 (5) 22,059
U.S. government
agency mortgage
backed securities $ 62,793 62,251 875 (2,444) 60,682
Obligations of
states and
political
subdivisions $ 32,035 31,560 1,931 (143) 33,348
Corporate
securities $ 186,613 191,434 4,005 (1,881) 193,558
Mortgage-backed
securities $ 126,457 124,776 2,616 (1,935) 125,457
Redeemable preferred
stocks 33 1,973 363 (7) 2,329
----------------------------------------
432,274 11,574 (6,415) 437,433
----------------------------------------
June 30, 1995
- -------------------- Gross Gross Estimated
Consolidated Amortized unrealized unrealized market
Available-for-Sale Par Value cost gains losses value
------------------------------------------------------
U.S. treasury
securities and
government
obligations $ 9,685 9,794 1,234 - 11,028
U.S. government
agency mortgage
backed securities $ 9,410 9,230 189 (118) 9,301
States,
municipalities
and political
subdivisions $ 2,385 2,353 36 (18) 2,371
Corporate
securities $ 263,727 264,511 10,477 (1,573) 273,415
Mortgage-backed
securities $ 70,044 70,315 2,863 (1,086) 72,092
-----------------------------------------
356,203 14,799 (2,795) 368,207
-----------------------------------------
Total $ 788,477 26,373 (9,210) 805,640
=========================================
<PAGE> 13
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA
HOLDINGS, INC. AND ITS SUBSIDIARIES
A summary consolidated balance sheet (unaudited) for Ponderosa
Holdings, Inc. and its subsidiaries is presented below:
September 30,
1995 1994
----------------------
(in thousands)
Investments - fixed maturities $ 800,481 701,220
Other investments 117,940 97,727
Receivables 151,546 150,841
Deferred policy acquisition costs 51,304 49,940
Due from affiliate 22,603 (1,531)
Deferred federal income taxes 4,671 7,957
Other assets 8,099 18,600
--------------------
Total assets $ 1,156,644 1,024,754
====================
Policy liabilities and accruals $ 409,521 398,602
Unearned premiums 65,699 66,111
Premium deposits 374,407 300,069
Other policyholders' funds and
liabilities 28,263 14,613
--------------------
Total liabilities 877,890 779,395
Stockholder's equity 278,754 245,359
--------------------
Total liabilities and
stockholder's equity $ 1,156,644 1,024,754
====================
<PAGE> 14
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
3. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF PONDEROSA
HOLDINGS, INC. AND ITS SUBSIDIARIES, continued
A summarized consolidated income statement (unaudited) for
Ponderosa Holdings, Inc. and its subsidiaries is presented
below:
Six months ended September 30,
1995 1994
---------------------
(in thousands)
Premiums $ 76,442 76,865
Net investment income 23,516 22,498
Other income 4,471 3,245
---------------------
Total revenue 104,429 102,608
Benefits and losses 68,099 66,279
Amortization of deferred policy
acquisition costs 7,799 5,676
Other expenses 12,121 12,756
---------------------
Income from operations 16,410 17,897
Federal income tax expense (4,617) (5,675)
---------------------
Net income $ 11,793 12,222
=====================
4. CONTINGENT LIABILITIES AND COMMITMENTS
During the six months ended September 30, 1995, U-Haul Leasing &
Sales Co., a wholly-owned subsidiary of U-Haul International,
Inc., entered into eight transactions, whereby the Company
sold rental trucks and subsequently leased them back. AMERCO
has guaranteed $6,406,000 of residual values at September 30,
1995 on these assets at the end of the lease term. Following
are the lease commitments for the leases executed during the
six months ended September 30, 1995, which have a term of more
than one year (in thousands):
Year ended Lease
March 31, Commitments
------------------------
1996 $ 5,426
1997 9,297
1998 9,297
1999 9,297
2000 9,297
Thereafter 22,467
-------
$ 65,081
=======
See discussion related to the Shoen Litigation under Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations - Liquidity and Capital Resources and
under Part II, Item 1. Legal Proceedings.
<PAGE> 15
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
4. CONTINGENT LIABILITIES AND COMMITMENTS, continued
The Company is a defendant in a number of suits and claims
incident to the type of business conducted and several
administrative proceedings arising from state and local
provisions that regulate the removal and/or clean-up of
underground fuel storage tanks. The Company owns property
within two state hazardous waste sites in the State of
Washington. At this time, the remedial clean-up costs or
range of costs for such sites cannot be estimated.
Management's opinion is that none of these suits or claims
involving AMERCO and/or its subsidiaries is expected to result
in any material loss.
5. SUPPLEMENTAL CASH FLOWS INFORMATION
The (increase) decrease in receivables, inventories and accounts
payable and accrued liabilities net of other operating and
investing activities follows:
Six months ended September 30,
1995 1994
---------------------
(in thousands)
Receivables $ (35,299) (41,291)
=====================
Inventories $ (1,065) 1,321
=====================
Accounts payable and
accrued liabilities $ 22,585 23,758
=====================
Income taxes paid in cash amounted to $143,000 and $5,566,000 for
1995 and 1994, respectively.
Interest paid in cash amounted to $36,755,000 and $30,878,000 for
1995 and 1994, respectively.
6. RELATED PARTIES
Subsequent to March 31, 1995, the Company continued to loan
TWO SAC Self-Storage Corporation (TWO SAC) funds for the
purchase of an additional 33 self-storage properties.
Twenty-six of such self-storage properties were purchased from
the Company at a price equal to the Company's acquisition cost
plus capitalized costs. As of September 30, 1995, the outstanding
balance of TWO SAC's loans from the Company, including interest,
was $46,723,000. During the six months ended September 30, 1995,
principal payments of $218,000 and interest of $961,000 have been
received from TWO SAC. Mark V. Shoen, a major stockholder,
director and officer of the Company owns all of
the issued and outstanding voting common stock of TWO SAC.
The TWO SAC notes will be secured by senior and junior
mortgages and are expected to mature in 2004 or 2005, or on
demand. The Company anticipates that it will sell to TWO SAC
approximately 4 more properties that have been acquired by the
Company since June 1993.
<PAGE> 16
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
6. RELATED PARTIES, continued
During the six months ended September 30, 1995, the Company received
principal payments of $757,000, interest payments of $3,975,000,
and management fees of $527,000 from SAC Self-Storage
Corporation (SAC). As of September 30, 1995, the outstanding
balance SAC's loans from the Company, including interest was
$54,055,000. Mark V. Shoen, a major stockholder, director
and officer of the Company owns all of the issued and
outstanding voting common stock of SAC.
7. NEW ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 114 - Accounting
by Creditors for Impairment of a Loan. Effective for years
beginning after December 15, 1994, the standard requires that
an impaired loan's fair value be measured and compared to the
recorded investment in the loan. If the fair value of the
loan is less than the recorded investment in the loan, a
valuation allowance is established. The Company adopted this
statement during the first quarter of fiscal 1996, with no
material impact on its financial condition or results of
operations.
Statement of Financial Accounting Standards No. 121 -
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of. Effective for fiscal
years beginning after December 15, 1995, the standard
establishes accounting standards for the impairment of long-
lived assets, certain identifiable intangibles, and goodwill
related to those assets to be held and used and for long-lived
assets and certain identifiable intangibles to be disposed of.
This Statement requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be
reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset
may not be recoverable. In performing the review for
recoverability, the entity should estimate the future cash
flows expected to result from the use of the asset and its
eventual disposition. If the sum of the expected future cash
flows (undiscounted and without interest charges) is less than
the carrying amount of the asset, an impairment loss is
recognized. Otherwise, an impairment loss is not recognized.
Measurement of an impairment loss for long-lived assets and
identifiable intangibles that an entity expects to hold and
use should be based on the fair value of the asset. The
Company has not completed an evaluation of the effect of this
standard.
Statement of Position 93-7, Reporting on Advertising Costs - as
issued by the Accounting Standards Executive Committee in
December 1993. This statement of position provides guidance
on financial reporting on advertising costs in annual
financial statements. The statement of position requires
reporting advertising costs as expenses when incurred or when
the advertising takes place, reporting the costs of direct-
response advertising, and amortizing the amount of direct-
response advertising reported as assets. The Company's direct
response advertising consists primarily of yellow page
directories. The amortization period is the length of the
directory, the majority of which is one year. The Company
<PAGE> 17
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
(Unaudited)
7. NEW ACCOUNTING STANDARDS, continued
logs data which substantiates that truck and trailer rental
reservations are placed during the customer's telephone call.
At September 30, 1995, $9,120,000 of yellow page directory
costs were reported as assets, with relating amortization
expense of $11,427,000 for the six months ended September 30,
1995.
Other pronouncements issued by the Financial Standards Board with
future effective dates are either not applicable or not
material to the consolidated financial statements of the
Company.
8. SUBSEQUENT EVENTS
On October 18, 1995, the Company redeemed 3,343,076 shares of Common
Stock held by Maran, Inc. in exchange for approximately
$22,733,000 and paid approximately $41,352,000 to Mary Anna
Shoen Eaton in exchange for a full release of all claims
against the Company and the Director-Defendants, including all
claims asserted by her in the Shoen Litigation. See discussion
of the Shoen Litigation under Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources and under Part II, Item 1. Legal
Proceedings.
On November 7, 1995, the Company declared a cash dividend of
$3,241,000 ($0.53125 per preferred share) to preferred
stockholders of record as of November 17, 1995.
<PAGE> 18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The following table shows industry segment data from the Company's
three industry segments, rental operations, life insurance, and
property and casualty insurance, for the six months ended September
30, 1995 and 1994. Rental operations is composed of the operations of
U-Haul and Amerco Real Estate Company. Life insurance is composed of
the operations of Oxford Life Insurance Company (Oxford). Property
and casualty insurance is composed of the operations of Republic
Western Insurance Company (RWIC). The Company's results of
operations have historically fluctuated from quarter to quarter. In
particular, the Company's U-Haul rental operations are seasonal and a
majority of the Company's revenues and substantially all of its
earnings from its U-Haul rental operations are generated in the first
and second quarters each fiscal year (April through September).
<TABLE>
<CAPTION>
Property/ Adjustments
Rental Life Casualty and
Operations Insurance Insurance Eliminations Consolidated
-----------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Six months ended
September 30, 1995
Revenues:
Outside $ 602,687 24,265 74,824 - 701,776
$
Intersegment (270) 708 4,662 (5,100) -
--------- ------- ------- -------- ---------
Total revenues 602,417 24,973 79,486 (5,100) 701,776
========= ======= ======= ======== =========
Operating profit 106,787 6,838 9,572 270 123,467
========= ======= ======= ========
Interest expense 35,554
---------
Pretax earnings
from operations 87,913
=========
Identifiable assets
at September 30 1,854,491 563,138 593,506 (312,753) 2,698,382
========= ======= ======= ======== =========
Six months ended
September 30, 1994
Revenues:
Outside $ 588,897 19,682 73,274 - 681,853
Intersegment (41) 744 8,939 (9,642) -
--------- ------- ------- --------- ---------
Total revenues 588,856 20,426 82,213 (9,642) 681,853
========= ======= ======= ======== =========
Operating profit 124,197 6,295 11,602 41 142,135
========= ======= ======= ========
Interest expense 33,297
Pretax earnings ---------
from operations 108,838
=========
Identifiable assets
at September 30 1,733,767 462,229 577,127 (267,044) 2,506,079
========= ======= ======= ======== =========
</TABLE>
<PAGE> 19
SIX MONTHS ENDED SEPTEMBER 30, 1995 VERSUS SIX MONTHS ENDED
SEPTEMBER 30, 1994
U-Haul
U-Haul revenues consist of (i) total rental and other
revenue and (ii) net sales. Total rental and other revenue
increased by $9.0 million, approximately 1.8%, to $500.2 million in
the first six months of fiscal 1996. The increase in the first six
months of fiscal 1996 is primarily attributable to an increase in
net revenues from the rental of moving related equipment and
self-storage facilities which increased in the aggregate by $13.3
million to $512.1 million, as compared to $498.8 million in the
first six months of fiscal 1995. Moving related rental revenues
benefited from transactional growth (volume) within the truck
fleet. Revenues from the rental of self-storage facilities were
positively impacted by additional rentable square footage. Other
revenues decreased in the aggregate by $4.3 million.
Net sales revenues were $102.7 million in the first six
months of fiscal 1996, which represents an increase of
approximately 5.1% from the first six months of fiscal 1995 net
sales of $97.7 million. Revenue growth from the sale of moving
support items (i.e. boxes, etc.), hitches, and propane resulted in
a $5.3 million increase during the six month period, which was
offset by a $0.6 million decrease in revenue from gasoline sales
consistent with the Company's ongoing efforts to remove underground
storage tanks and gradually discontinue gasoline sales.
Cost of sales was $58.0 million in the first six months
of fiscal 1996, which represents an increase of approximately 8.8%
from $53.3 million for the same period in fiscal 1995. This
increase in cost of sales reflects a $3.8 million increase in
material costs from the sale of moving support items, hitches, and
propane reflecting higher sales levels and a $1.0 million increase
in allowances for inventory shrinkage and other inventory
adjustments.
Operating expenses increased to $361.4 million in the
first six months of fiscal 1996 from $336.6 million in the first
six months of fiscal 1995, an increase of approximately 7.0%. The
change from the prior year primarily reflects a $19.7 million
increase in rental equipment maintenance costs which reflects
rental fleet expansion and transactional growth and a $6.2 million
increase in personnel costs due to the increase in rental and
sales activity. All other operating expense categories decreased in
the aggregate by $3.8 million, approximately 4.6%, to $77.5
million.
Depreciation expense for the six month period was $76.3
million, as compared to $74.8 million during the same period of the
prior year.
Oxford - Life Insurance
Premiums from Oxford's reinsurance lines before
intercompany eliminations were $8.9 million for the six months
ended June 30, 1995, or 69.1% of total premiums for that period.
This represents an increase of $0.7 million, or 8.5% over the same
period in 1994. Reinsurance premiums are primarily from term life
insurance, matured deferred annuity contracts, and credit insurance
business. This increase in premiums is primarily attributable to
the recent (fourth quarter 1994) reinsurance agreement of credit
insurance business.
<PAGE> 20
Premiums from Oxford's direct lines before intercompany
eliminations were $4.0 million for the six months ended June 30,
1995, an increase of $1.7 million from 1994. This increase in
direct premium is primarily attributable to the credit insurance
business ($3.0 million in premiums). Oxford's direct business
related to group life and disability coverage issued to employees
of the Company for the six months ended June 30, 1995 accounted for
approximately 7.4% of premiums. Other direct lines, including the
credit insurance business, accounted for approximately 23.5% of
Oxford's premiums for the six months ended June 30, 1995.
Net investment income before intercompany eliminations
was $8.0 million and $7.7 million for the six months June 30, 1995
and 1994, respectively. This increase is primarily due to
increasing margins on the interest sensitive business. Gains on
the disposition of fixed maturity investments were $2.9 million and
$1.2 million for the six months ended June 30, 1995 and 1994,
respectively. Oxford had $1.0 million of other income for both of
the six month periods ended June 30, 1995 and 1994, respectively.
Benefits and expenses incurred were $18.1 million for the
six months ended June 30, 1995, an increase of 28.3% over 1994.
Comparable benefits and expenses incurred for 1994 were $14.1
million. This increase is primarily due to death and disability
benefits incurred and an increase in the amortization of deferred
acquisition costs.
Operating profit before intercompany eliminations
increased by $0.5 million, or approximately 7.9%, in 1995 to $6.8
million, primarily due to an increase in gains on the disposition
of fixed maturity investments that was partially offset by the
amortization of deferred acquisitions costs.
RWIC - Property and Casualty
RWIC gross premium writings for the six months ended June
30, 1995 were $81.4 million as compared to $93.6 million in the
first six months of 1994. The rental industry market accounts for
a significant share of total premiums, approximately 41.5% and
40.5% in the first six months of 1995 and 1994, respectively.
These writings include U-Haul customers, fleetowners and U-Haul as
well as other rental industry insureds with similar
characteristics. RWIC continues underwriting professional
reinsurance via broker markets. Premiums in this area decreased
during the first six months of 1995 to $27.9 million, or 34.3% of
total gross premiums, from comparable 1994 figures of $38.7
million, or 41.4% of total premiums. This decrease can be
primarily attributed to RWIC electing not to renew several treaties
because of inadequate pricing and market conditions. Premium
writings in selected general agency lines were 16.9% of total gross
written premiums in 1995 as compared to 13.9% in 1994. RWIC
expanded its direct business in 1995 to include multiple peril
coverage for a variety of commercial properties and businesses.
These premiums accounted for 6.3% of the total gross written
premium during the first six months of 1995.
Net earned premiums decreased $2.9 million, or 4.4%, to
$63.5 million for the six months ended June 30, 1995, compared with
premiums of $66.4 million for the six months ended June 30, 1994.
The premium decrease was primarily due to one time changes in
premium earning methodology and timing differences related to run-
off and start up programs.
<PAGE> 21
Underwriting expenses incurred were $69.9 million for the
six months ended June 30, 1995, a decrease of $0.7 million or 1.0%
over 1994. Comparable underwriting expenses incurred for the first
six months of 1994 were $70.6 million. The decrease is due to a
reduction in acquisition expenses, which is the result of lower
commission rates on start up programs, offset by an increase in
administrative expenses and taxes related to increased
concentration in states with higher premium tax rates.
Net investment income was $15.3 million for the six
months ended June 30, 1995, an increase of 3.4% over the 1994 level
of net investment income of $14.8 million. The marginal increase
is the result of the shift in types of securities held in the
portfolio.
RWIC completed the first six months of 1995 with income
before tax expense of $9.6 million as compared to $11.6 million for
the comparable period ended June 30, 1994. This represents a
decrease of $2.0 million, or 17.2% over 1994. Deterioration in the
level of anticipated underwriting results in the Company's assumed
reinsurance and rental industry liability lines were offset by
improved results in its general agency lines.
Interest Expense
Interest expense increased by $2.3 million to $35.6
million for the six months ended September 30, 1995, as compared to
$33.3 million for the six months ended September 30, 1994. The
increase was attributable to higher average debt levels
outstanding.
Consolidated Group
As a result of the foregoing, pretax earnings of $87.9
million were realized in the six months ended September 30, 1995,
as compared to $108.8 million for the same period in 1994. After
providing for income taxes, net earnings for the six months ended
September 30, 1995 were $56.1 million, as compared to $69.5 million
for the same period of the prior year.
<PAGE> 22
QUARTERLY RESULTS
The following table presents unaudited quarterly results
for the ten quarters in the period beginning April 1, 1993 and
ending September 30, 1995. The Company believes that all necessary
adjustments have been included in the amounts stated below, when
read in conjunction with the consolidated financial statements
included herein, to present fairly and in accordance with generally
accepted accounting principles, the selected quarterly information.
The Company's results of operations have historically fluctuated
from period to period, including on a quarterly basis. In
particular, the Company's U-Haul business is seasonal and a
majority of the Company's revenues and substantially all of its net
earnings from its U-Haul business are generated in the first and
second quarters of each fiscal year (April through September). The
operating results for the periods presented are not necessarily
indicative of results for any future period.
Quarter Ended
-----------------------------------------------
Sep 30, Dec 31, Mar 31, Jun 30 Sep 30,
1994 1994 1995 1995 1995
-----------------------------------------------
(in thousands, except per share data)
Total revenues $359,520 295,888 260,282 330,509 371,267
Net earnings (loss) 40,071 1,907 (11,359) 20,862 35,197
Net earnings (loss)
per common share 1.00 (.04) (.44) .46 .84
<F1>, <F2>
Quarter Ended
-----------------------------------------------
Jun 30, Sep 30, Dec 31, Mar 31, Jun 30,
1993 1993 1993 1994 1994
-----------------------------------------------
(in thousands, except per share data)
Total revenues $291,348 324,968 267,448 251,091 322,333
Net earnings (loss) 17,359 30,601 1,799 (9,575) 29,413
Net earnings (loss)
per common share .45 .79 (.02) (.33) .71
<F1>,<F2>
________________
<F1>For the quarters ended December 31, 1993, March 31, June 30,
September 30, December 31, 1994, March 31, June 30, and
September 30, 1995, net earnings (loss) per common share
amounts were computed after giving effect to the dividend on
the Company's Series A 8 1/2% Preferred Stock.
<F2>Reflects the adoption of Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans."
<PAGE> 23
QUARTER ENDED SEPTEMBER 30, 1995 VERSUS QUARTER ENDED SEPTEMBER 30,
1994
U-Haul
U-Haul revenues consist of (i) total rental and other
revenue and (ii) net sales. Total rental and other revenue
increased by $3.0 million, approximately 1.1%, to $266.3 million in
the second quarter of fiscal 1996. This increase reflects a $7.3
million increase in net revenues from the rental of moving related
equipment and self-storage facilities primarily reflecting growth
in truck rental transactions and additional rentable square
footage.
Net sales revenues were $49.6 million in the second
quarter of fiscal 1996, which represents an increase of
approximately 6.8% from the second quarter of fiscal 1995 net sales
of $46.4 million. Revenue growth from the sale of moving support
items (i.e. boxes, etc.), hitches, and propane resulted in a $3.1
million increase during the quarter, which was offset by a $0.3
million decrease in gasoline sales consistent with the Company's
ongoing efforts to remove underground storage tanks and gradually
discontinue gasoline sales.
Cost of sales totaled $29.0 million in the second quarter
of fiscal 1996, which represents an increase of 12.8% from $25.7
million for the same period in fiscal 1995. This increase in cost
of sales reflects a $2.0 million rise in material costs from the
sale of moving support items and propane which can be primarily
attributed to higher sales levels and a $1.0 million increase in
allowances for inventory shrinkage and other inventory adjustments.
Operating expenses increased to $184.0 million in the
second quarter of fiscal 1996 from $175.9 million in the second
quarter of fiscal 1995, an increase of approximately 4.6%. The
change from the prior year is almost entirely due to higher rental
equipment maintenance costs reflecting an increase in fleet size
and transaction levels. In the aggregate, all other operating
expense categories decreased by $5.6 million in the second quarter
of fiscal 1996 reflecting efforts to contain expense growth during
this period.
Depreciation expense for the three month period was $38.6
million, as compared to $37.5 million during the same period of the
prior year.
Oxford - Life Insurance
Premiums from Oxford's reinsurance lines before
intercompany eliminations were $4.9 million for the quarter ended
June 30, 1995, or 70.9% of total premiums for that period. This
represents an increase of $0.5 million over the same period in 1994
or an increase of 11.4%. Reinsurance premiums are primarily from
term life insurance, matured deferred annuity contracts, and credit
insurance business. This increase is primarily attributable to the
recent (4th quarter 1994) reinsurance agreement of credit insurance
business.
Premiums from Oxford's direct lines before intercompany
elimination's were $2.0 million for the quarter ended June 30,
1995, an increase of $0.1 million. This increase in direct premium
is primarily attributable to the credit insurance business.
Oxford's direct business related to group life and disability
coverage issued to employees of the Company for the
quarter ended June 30, 1995 accounted for approximately 6.8% of
premiums. Other direct lines, including the credit business,
<PAGE> 24
accounted for approximately 22.3% of Oxford's premiums for the
quarter ended June 30, 1995.
Net investment income before intercompany eliminations
was $4.2 million and $4.1 million for the quarter ended June 30,
1995 and 1994, respectively. This increase is primarily due to
increasing margins on the interest sensitive business. Gains on
the disposition of fixed maturity investments were $2.8 million and
$1.0 million for the quarters ended June 30, 1995 and 1994,
respectively. Oxford had $0.5 million of other income, for both of
the quarters ended June 30, 1995 and 1994, respectively.
Benefits and expenses incurred were $10.1 million for the
quarter ended June 30, 1995, an increase of 34.7% over 1994.
Comparable benefits and expenses incurred for 1994 were $7.5
million. This increase is primarily due to disability benefits
incurred and an increase in the amortization of deferred
acquisition costs, primarily as a result of the increase in
realized capital gains on fixed maturity investments.
Operating profit before intercompany eliminations
decreased by $0.2 million, or approximately 4.6% as compared to
$4.2 million for the quarters ended June 30, 1995 and 1994,
respectively.
RWIC - Property and Casualty
RWIC gross premium writings for the quarter ended June
30, 1995 were $45.2 million as compared to $48.0 million in the
second quarter of 1994. The rental industry market accounts for a
significant share of total premiums, approximately 60.1% and 59.5%
in the second quarters of 1995 and 1994, respectively. These
writings include U-Haul customers, fleetowners and U-Haul as well
as other rental industry insureds with similar characteristics.
RWIC continues underwriting professional reinsurance via broker
markets. Premiums in this area decreased during the second quarter
of 1995 to $7.7 million, or 17.1% of total gross premiums, from
comparable 1994 figures of $11.7 million, or 24.4% of total
premiums. This decrease can be primarily attributed to RWIC
electing not to renew several treaties because of inadequate
pricing and market conditions. Premium writings in selected
general agency lines were 16.5% of total gross written premiums in
1995 as compared to 12.2% in 1994. RWIC expanded its direct
business in 1995 to include multiple peril coverage for a variety
of commercial properties and businesses. These premiums accounted
for 6.3% of the total gross written premium during second quarter
1995.
Net earned premiums increased $3.2 million, or 8.8% to
$39.5 million for the quarter ended June 30, 1995, compared with
premiums of $36.3 million for the quarter ended June 30, 1994. The
premium increase was primarily due to timing differences related to
run-off and start up programs.
Underwriting expenses incurred were $42.4 million for the
quarter ended June 30, 1995, an increase of $2.5 million, or 6.3%
over 1994. Comparable underwriting expenses incurred for the first
quarter of 1994 were $39.9 million. The increase is commensurate
with the increase in premiums.
Net investment income was $7.7 million for the quarter
ended June 30, 1995, a decrease of 2.5% over 1994 net investment
income of $7.9 million.
<PAGE> 25
RWIC completed the second quarter of 1995 with income
before tax expense of $4.5 million as compared to $4.6 million for
the comparable period ended June 30, 1994. This represents a
decrease of $0.1 million, or 2.2% over 1994.
Interest Expense
Interest expense was unchanged at $16.7 million for the
quarter ended September 30, 1995. Higher average debt levels were
offset by a reduction in the average cost of borrowed funds.
Consolidated Group
As a result of the foregoing, pretax earnings of $55.1
million were realized in the quarter ended September 30, 1995, as
compared to $63.0 million for the same period in 1994. After
providing for income taxes, net earnings for the quarter ended
September 30, 1995 were $35.2 million, as compared to $40.1 million
for the same period of the prior year.
LIQUIDITY AND CAPITAL RESOURCES
U-Haul
To meet the needs of its customers, U-Haul must maintain
a large inventory of fixed asset rental items. At September 30,
1995, net property, plant and equipment represented approximately
67.3% of total U-Haul assets and approximately 46.1% of
consolidated assets. In the first six months of fiscal 1996,
capital expenditures were $143.1 million, as compared to $255.2
million in the first six months of fiscal 1995. The decrease in
capital expenditures from the prior year is due to a decrease in
new rental truck acquisitions. These acquisitions were funded with
internally generated funds from operations and debt financings.
Cash flows from operations were $145.9 million in the
first six months of fiscal 1996, as compared to $162.6 million in
the first six months of fiscal 1995. The decrease of $16.7 million
is primarily due to a decrease in net change of operating assets
and liabilities, specifically an increase in receivables and
accounts payable and accrued liabilities and with a decrease in
deferred income taxes.
Oxford - Life Insurance
Oxford's primary sources of cash are premiums, receipts
from interest-sensitive products and investment income. The
primary uses of cash are operating costs and benefit payments to
policyholders. Matching the investment portfolio to the cash flow
demands of the types of insurance being written is an important
consideration. Benefit and claim statistics are continually
monitored to provide projections of future cash requirements.
Cash provided (used) by operating activities were ($2.2)
million and $9.8 million for the six months ended June 30, 1995 and
1994, respectively. Cash flows from new annuity reinsurance
agreements increased investment contract deposits as well as the
purchase of fixed maturities. Cash flows from financing activities
<PAGE> 26
of new annuity reinsurance agreements were approximately $90.0
million for the six months ended June 30, 1995. In addition to
cash flow from operating and financing activities, a substantial
amount of liquid funds is available through Oxford's short-term
portfolio. At June 30, 1995 and 1994, short-term investments
amounted to $15.1 million and $9.1 million, respectively.
Management believes that the overall sources of liquidity will
continue to meet foreseeable cash needs.
Stockholder's equity of Oxford, increased to $99.6
million in 1995 from $91.0 million in 1994. Ponderosa holds all of
the common stock of RWIC.
Applicable laws and regulations of the State of Arizona
require the Company's insurance subsidiaries to maintain minimum
capital determined in accordance with statutory accounting
practices in the amount of $400,000. In addition, the amount of
dividends that can be paid to stockholders by insurance companies
domiciled in the State of Arizona is limited. Any dividend in
excess of the limit requires prior regulatory approval. These
restrictions are not expected to have a material adverse effect on
the ability of the Company to meet its cash obligations.
RWIC - Property and Casualty
Cash flows from operating activities were $0.6 million
and $12.4 million for the six months ended June 30, 1995 and June
30, 1994, respectively. The change is due to decreased net income
and reinsurance losses payable, offset by a decrease in accounts
receivable as compared to a large increase during the first half of
1994.
RWIC's short-term investment portfolio was $5.4 million
at June 30, 1995. This level of liquid assets, combined with
budgeted cash flow, is adequate to meet periodic needs. This
balance also reflects funds in transition from maturity proceeds to
long-term investments. The structure of the long-term portfolio is
designed to match future cash needs. Capital and operating budgets
allow RWIC to accurately schedule cash needs.
RWIC maintains a diversified investment portfolio,
primarily in bonds at varying maturity levels. Approximately 96.7%
of the portfolio consists of investment grade securities. The
maturity distribution is designed to provide sufficient liquidity
to meet future cash needs. Current liquidity is adequate, with
current invested assets equal to 96.3% of total liabilities.
Stockholder's equity increased 6.5% from $168.1 million
at December 31, 1994 to $179.1 million at June 30, 1995. RWIC
considers current stockholder's equity to be adequate to support
future growth and absorb unforeseen risk events. RWIC does not use
debt or equity issues to increase capital and therefore has no
exposure to capital market conditions. RWIC paid no stockholder's
dividends during the six months ended June 30, 1995.
<PAGE> 27
Consolidated Group
At September 30, 1995, total notes and loans payable
outstanding was $796.7 million as compared to $881.2 million at
March 31, 1995, and $752.5 million at September 30, 1994.
During each of the fiscal years ending March 31, 1996,
1997, and 1998, U-Haul estimates gross capital expenditures will
average approximately $350 million as a result of the expansion of
the rental fleet and self-storage operation. This level of capital
expenditures, combined with an average of approximately $100
million in annual long-term debt maturities during this same
period, are expected to create annual average funding needs of
approximately $450 million. Management estimates that U-Haul will
fund approximately 60% of these requirements with internally
generated funds, including proceeds from the disposition of older
trucks and other asset sales. The remainder of the anticipated
capital expenditures are expected to be financed through existing
credit facilities, new debt placements and equity offerings.
Credit Agreements
The Company's operations are funded by various credit and
financing arrangements, including unsecured long-term borrowings,
unsecured medium-term notes, and revolving lines of credit with
domestic and foreign banks. Principally to finance its fleet of
trucks and trailers, the Company routinely enters into sale and
leaseback transactions. As of September 30, 1995, the Company had
$796.7 million in total notes and loans payable outstanding and
unutilized committed lines of credit of approximately $405.0
million.
Certain of the Company's credit agreements contain
restrictive financial and other covenants, including, among others,
covenants with respect to incurring additional indebtedness,
maintaining certain financial ratios, and placing certain
additional liens on its properties and assets. In addition, these
credit agreements contain provisions that could result in a
required prepayment upon a "change in control" of the Company. At
September 30, 1995 the Company was in compliance with these
covenants.
The Company is further restricted in the type and amount
of dividends and distributions that it may issue or pay, and in the
issuance of certain types of preferred stock. The Company is
prohibited from issuing shares of preferred stock that provide for
any mandatory redemption, sinking fund payment, or mandatory
prepayment, or that allow the holders thereof to require the
Company or a subsidiary of the Company to repurchase such preferred
stock at the option of such holders or upon the occurrence of any
event or events without the consent of its lenders.
Shoen Litigation
As disclosed in Part II, Item 1. Legal Proceedings, a
judgment has been entered in the Shoen Litigation against five of
the Company's current directors and one former director. The five
current directors filed for protection under Chapter 11 of the
federal bankruptcy laws, resulting in the issuance of an order
automatically staying the execution of the judgment against those
defendants. Those defendants, in cooperation with the Company,
filed plans of reorganization (collectively, the Plan) in the
United States Bankruptcy Court for the District of Arizona all of
which proposed the same funding and treatment of the plaintiffs'
<PAGE> 28
claims resulting from the judgment in the Shoen Litigation. Under
the Plan, on October 18, 1995, the Company redeemed 3,343,076 shares
of Common Stock held by Maran, Inc., a Nevada corporation, in exchange
for approximately $22.7 million and entered into a Settlement
Agreement with Mary Anna Shoen Eaton (Shoen Eaton) whereby in exchange
for approximately $41.4 million, Shoen Eaton released the current
directors and the Company from any liability relating to the
Shoen Litigation. As a result of the foregoing, the judgment in the
amount of approximately $461.8 million has been reduced to
approximately $377.2 million.
Under the Plan, the Company will transfer to a settlement
trust (the Trust), property having a stipulated or adjudicated
value of approximately $276.6 million. Certain of the plaintiffs
will receive a trust certificate representing an undivided,
fractional beneficial interest in the Trust. The property
transferred to the Trust under the Plan will consist of (i) $193.0
million in the Company's Series D Floating Rate Preferred Stock;
(ii) a 1993 REMIC certificate held by the Company with a face value
of approximately $12.5 million evidencing a pool of 61 commercial
mortgage loans which are secured by mortgages or deeds of trust on
60 self-storage properties; (iii) mortgage notes held by the
Company or one or more of its subsidiaries with an aggregate
principal balance of approximately $13.8 million; (iv) real
property held free and clear by the Company or its subsidiaries
having a total fair value of approximately $47.2 million; and (v)
approximately $10.1 million in cash. In addition, under the Plan,
the plaintiffs that are record holders of Common Stock will receive
approximately $101.4 million in the Company's Series B 8.25%
Preferred Stock in exchange for 14,911,900 shares of Common Stock
held by such plaintiffs. Upon the funding of the Trust, and the
exchange of the plaintiffs' Common Stock for the Series B 8.25%
Preferred Stock, the judgment will be satisfied.
The bankruptcy court commenced consideration of the Plan
during November of 1995. There is no assurance that the Plan will
be confirmed by the bankruptcy court or that the Plan, as confirmed,
will operate as described above. Because of the Plan's complexity,
because the Plan has not yet been confirmed, and because the Company
has not finalized the accounting and tax treatment of the Plan, the
Company is unable to determine with certainty the Plan's impact
on the Company's financial condition, results of operations, cash
flows, or capital expenditure plans. However, as a
result of funding the Plan, the Company is likely to incur
additional costs in the future in the form of dividends on
preferred stock and/or interest on borrowed funds. For example, if
the Plan, as confirmed, operates as described above, dividends on
the Series B 8.25% Preferred Stock and on the Series D Floating
Rate Preferred Stock (at current interest rates), will aggregate
approximately $22.6 million per year. In addition, the Company's
outstanding Common Stock would be reduced by an additional
14,911,900 shares. While the Plan, if confirmed, could reduce the
Company's net income, the Company does not expect earnings per
common share to be adversely affected by the Plan. However, many
uncertainties remain about the Plan, including the tax and
accounting treatments of the payments to be made by the Company
under the Plan. Accordingly, the Plan, as confirmed, could result
in material changes in stockholders' equity and earnings per share.
No provision has been made in the Company's financial statements for
any payments to be made to the plaintiffs or to the Trust pursuant
to the Plan. See Part II, Item 1. Legal Proceedings.
<PAGE> 29
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Shoen Litigation
As disclosed in the Company's Form 10-K for the year
ended March 31, 1995, Edward J. Shoen, James P. Shoen, Aubrey K.
Johnson, John M. Dodds, and William E. Carty, who are current
members of the Board of Directors of the Company and Paul F. Shoen,
who is a former director are defendants in an action in the
Superior Court of the State of Arizona, Maricopa County, entitled
Samuel W. Shoen, M.D., et al. v. Edward J. Shoen, et al., No. CV88-
- --------------------------------------------------------
20139, instituted August 2, 1988 (the Shoen Litigation). The
Company was also a defendant in the action as originally filed, but
was dismissed from the action on August 15, 1994. The plaintiffs
alleged, among other things, that certain of the individual
plaintiffs were wrongfully excluded from sitting on the Company's
Board of Directors in 1988 through the sale of Company Common Stock
to certain key employees. That sale allegedly prevented the
plaintiffs from gaining a majority position in the Company's Common
Stock and control of the Company's Board of Directors. The
plaintiffs alleged various breaches of fiduciary duty and other
unlawful conduct by the individual defendants and sought equitable
relief, compensatory damages, punitive damages, and statutory post
judgment interest.
Based on the plaintiffs' theory of damages (that their
stock has little or no current value), the court ruled that the
plaintiffs elected as their remedy in this lawsuit to transfer
their shares of stock to the defendants upon the satisfaction of
the judgment. On October 7, 1994, the jury determined that the
defendants breached their fiduciary duties and such breach
diminished the value of the plaintiffs' stock. On February 21,
1995, judgment was entered against the defendants in the amount of
approximately $461.8 million plus interest and taxable costs. In
addition, on February 21, 1995, judgment was entered against Edward
J. Shoen in the amount of $7 million as punitive damages. On March
23, 1995, Edward J. Shoen filed a notice of appeal with respect to
the award of punitive damages.
Pursuant to separate indemnification agreements, the
Company has agreed to indemnify the defendants to the fullest
extent permitted by law or the Company's Articles of Incorporation
or By-Laws, for all expenses and damages incurred by the defendants
in this proceeding, subject to certain exceptions. In addition,
the transfer of Common Stock from the plaintiffs to the defendants
would implicate rights held by the Company. For example, pursuant
to the Company's By-Laws, the Company has certain rights of first
refusal with respect to the transfer of the plaintiffs' stock.
Furthermore, the defendants' rights to acquire the plaintiffs'
stock may present a corporate opportunity which the Company is
entitled to exercise.
On February 21, 1995, Edward J. Shoen, James P. Shoen,
Aubrey K. Johnson, John M. Dodds, and William E. Carty (the
Director-Defendants) filed for protection under Chapter 11 of the
federal bankruptcy laws, resulting in the issuance of an order
automatically staying the execution of the judgment against those
defendants. In late April 1995, the Director-Defendants, in
cooperation with the Company, filed plans of reorganization in the
United States Bankruptcy Court for the District of Arizona, all of
which propose the same funding and treatment of the plaintiffs'
claims resulting from the judgment in the Shoen Litigation. The
plans of reorganization, as amended October 16, 1995, shall
collectively be referred to as the "Plan".
<PAGE> 30
In early October 1995, the Director-Defendants made
written demand upon the Company to make them whole for losses
resulting from the judgment in the Shoen Litigation. The Director-
Defendants have also asserted substantial claims against the
Company related to or arising from the Shoen Litigation, including,
but not limited to, claims for financial losses, emotional
distress, loss of business and/or professional reputation, loss of
credit standing and breach of contract. The Director-Defendants
claim that their actions that form the basis for the judgment in
the Shoen Litigation were actions within the scope of the Director-
Defendants' duties and that such actions were undertaken in good
faith and for the benefit of the Company.
In addition, the Director-Defendants retain unexpired
appeal rights with respect to the Shoen Litigation. If the
Director-Defendants exercise such appeal rights, the damage award
may be sustained and/or increased and the Company may be exposed to
increased liability to the Director-Defendants under existing
indemnity agreements, which liability includes the obligation to
pay the legal fees and expenses of prosecuting appeals.
In recognition of the foregoing and of the substantial
risks associated with an appeal of the Shoen Litigation, on October
17, 1995, the Company entered into an agreement (the Agreement)
with the Director-Defendants resolving the foregoing issues. The
Agreement is filed as an exhibit to this report. Under the
Agreement, the Company agreed, among other things, to fund the Plan
and to release the Director-Defendants from all claims the Company
may have against them arising from the Shoen Litigation. In
addition, the Director-Defendants agreed, (i) to release, subject
to certain exceptions, the Company from any claim they may have
against it pursuant to any indemnification agreements, (ii) to
assign all rights they have under the Shoen Litigation to the
Company, (iii) to waive all appeal rights related to the Shoen
Litigation (not including Edward J. Shoen's appeal of the punitive
damage award), and (iv) not to oppose the Company should it elect
to exercise its right of first refusal on any Common Stock to be
transferred by the plaintiffs upon satisfaction of the judgment in
the Shoen Litigation.
Under the Plan, on September 19, 1995, the Director-
Defendants entered into a Stock Purchase Agreement with one of the
plaintiffs in the Shoen Litigation, Maran, Inc., a Nevada
corporation, (Maran) the voting stock of which a majority is owned by
Mary Anna Shoen Eaton (Shoen Eaton), contingent upon the approval
of the bankruptcy court. Under the Stock Purchase Agreement, the
Director-Defendants agreed to purchase 3,343,076 shares of Common
Stock held by Maran in exchange for approximately $22.7 million.
The Stock Purchase Agreement was approved by the bankruptcy court
on October 10, 1995. On October 18, 1995, the Company exercised
its right of first refusal and redeemed the Common Stock that was
the subject of the Stock Purchase Agreement for the price set forth
therein. In addition, on September 19, 1995, the Director-
Defendants, Shoen Eaton, Maran, and the Company entered into a
Settlement Agreement, contingent upon the approval of the
bankruptcy court, providing for the payment to Shoen Eaton of
approximately $41.4 million in exchange for a full release of all
claims against the Company and the Director-Defendants, including
all claims asserted by her in the Shoen Litigation. The Settlement
Agreement was approved by the bankruptcy court on October 10, 1995,
and the payment was made on October 18, 1995. As a result of the
foregoing, and after giving effect to the discount achieved through
settlement, approximately $84.6 million of the judgment in the
Shoen Litigation has been satisfied.
<PAGE> 31
With respect to certain of the plaintiffs other than
Shoen Eaton and Maran, the Company will transfer to a settlement
trust (the Trust), property having a stipulated or adjudicated
value of approximately $276.6 million. Those plaintiffs will
receive a trust certificate representing an undivided, fractional
beneficial interest in the Trust. The property transferred to the
Trust under the Plan will consist of (i) $193.0 million in the
Company's Series D Floating Rate Preferred Stock; (ii) a 1993 REMIC
certificate held by the Company with a face value of approximately
$12.5 million evidencing a pool of 61 commercial mortgage loans
which are secured by mortgages or deeds of trust on 60 self-storage
properties; (iii) mortgage loans held by the Company or one or more
of its subsidiaries with an aggregate principal balance of
approximately $13.3 million; (iv) real property held free and clear
by the Company or it subsidiaries having a total fair value of
approximately $47.2 million; and (v) approximately $10.6 million in
cash. In addition, under the Plan, the plaintiffs that are record
holders of Common Stock will receive approximately $101.4 million
in the Company's Series B 8.25% Preferred Stock in exchange for
14,911,900 shares of Common Stock held by such plaintiffs. Upon
the funding of the Trust, and the exchange of the plaintiffs'
Common Stock for the Series B 8.25% Preferred Stock, the judgment
will be satisfied.
The bankruptcy court commenced consideration of the Plan
during November of 1995. There is no assurance that the Plan will be
confirmed by the bankruptcy court or that the Plan, as confirmed, will
operate as described above. Because of the Plan's complexity, because
the Plan has not yet been confirmed, and because the Comapny has not
finalized the accounting and tax treatment of the Plan, the Company
is unable to determine with certainity the Plan's impact on the
Company's financial condition, results of operations, cash flows,
or capital expenditure plans. However, as a result of
funding the Plan, the Company is likely to incur additional costs
in the future in the form of dividends on preferred stock and/or
interest on borrowed funds. For example, if the Plan, as confirmed,
operates as described above, dividends on the Series B 8.25%
Preferred Stock and on the Series D Floating Rate Preferred Stock
(at current interest rates) will aggregate approximately $22.6
million per year. In addition, the Company's outstanding Common
Stock would be reduced by an additional 14,911,900 shares.
While the Plan, if confirmed, could reduce the Company's net income,
the Company does not expect earnings per common share to be adversely
affected by the Plan. However, many uncertainities remain about the
Plan, including the tax and accounting treatment of the payments to
be made by the Company under the Plan. Accordingly, the Plan, as
confirmed, could result in material changes in
stockholders' equity and earnings per share. No provision has been
made in the Company's financial statements for any payments to be
made to the plaintiffs or to the Trust pursuant to the Plan.
Securities Litigation
As disclosed in the Company's Form 10-K for the year
ended March 31, 1995, the Company, certain members of the Company's
Board of Directors, and others were defendants in actions in United
States District Court for the District of Arizona entitled Sidney
------
Wisotzky, et al., v. Edward J. Shoen, et al., No, CIV-95-1338-PHX-
- ---------------------------------------------
ROS (filed October 28, 1994), Evan Julber v. Edward J. Shoen, et
------------------------------------
al., No. CIV-95-1447-PHX-ROS (filed November 16, 1994), and Anne
- --- ----
Markin v. Edward J. Shoen, et al., No. CIV-95-1448-PHX-ROS (filed
- ----------------------------------
November 18, 1994) (these cases shall collectively be referred to
as the Securities Cases). The plaintiffs in these cases, who claim
to have purchased the Company's Series A 8 1/2% Preferred Stock,
sought class action certification and defined the class as all
persons who purchased or otherwise acquired the Series A 8 1/2%
<PAGE> 32
Preferred Stock of the Company from October 14, 1993 through
October 18, 1994, inclusive, and who sustained damage as a result
of such purchases. The plaintiffs alleged, among other things,
that the defendants violated the federal securities laws by
inflating the price of the Series A 8 1/2% Preferred Stock via false
and misleading statements, concealing material adverse information,
and taking other manipulative actions, and that the Prospectus for
the Series A 8 1/2% Preferred Stock, certain Form 10-K and Form 10-Q
filings made by the Company, and the Company's Notice and Proxy
Statement dated July 8, 1994 contained false and misleading
statements and omissions regarding the Shoen Litigation. The
Securities Cases were dismissed November 3, 1995. The Stipulation
For Dismissal of the Securities Cases provided that the defendants
have not made or promised to make any payment to the plaintiffs or
their counsel in return for dismissal of the plaintiffs' claims in
the Securities Cases.
In addition, the Company and certain members of the
Company's Board of Directors were defendants in an action in United
States District Court for the District of Arizona entitled Bernard
-------
L. and Frieda Goldwasser, et al., v. Edward J. Shoen, et al., No.
- -------------------------------------------------------------
CIV-95-1446-PHX-ROS (filed November 16, 1994). The plaintiffs in
this case alleged derivatively on behalf of the Company, that the
defendants breached their fiduciary duties to the Company and its
stockholders by causing the Company to violate the federal
securities laws, by concealing the financial responsibility of the
Company for the claims asserted in the Shoen Litigation, by
subjecting the Company to adverse publicity, and by misusing their
corporate control for personal benefit. In addition, the
plaintiffs sought equitable and/or injunctive relief to prevent the
defendants in this case from causing the Company to indemnify the
defendants in the Shoen Litigation against their liability in that
case. On November 3, 1995 this case was dismissed. The
Stipulation of Settlement re Derivative Claims provided that the
Company would, among other things, adopt certain Board of Director
resolutions relating to transactions involving potential conflicts
of interest and pay $325,000 of the plaintiff's attorneys' fees and
expenses.
<PAGE> 33
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits
2.1 Amended and Restated Debtor's Plan of Reorganization Proposed
by Edward J. Shoen and Summary of Plan Provisions (1)
2.2 Debtor's First Amendment Modifying the Amended and
Restated Plans of Reorganization Proposed by the Debtors
3.1 Restated Articles of Incorporation (2)
3.2 Restated By-Laws of AMERCO as of August 15, 1995
10.1 Promissory Notes between TWO SAC Self Storage
Corporation and a subsidiary of AMERCO
10.2 Management Agreement between SAC Self-Storage
Corporation and a subsidiary of AMERCO
10.3 Management Agreement between TWO SAC Self-Storage
Corporation and a subsidiary of AMERCO
10.4 Settlement Agreement, dated September 19, 1995,
among Mary Anna Shoen Eaton, Maran, Inc., Edward J.
Shoen, James P. Shoen, Aubrey K. Johnson, John M.
Dodds, William E. Carty and AMERCO
10.5 Full and Final Release of All Claims, dated
September 19, 1995, executed by Maran, Inc., Mary Anna
Shoen Eaton and Timothy Eaton
10.6 Full and Final Release of All Claims, dated
September 19, 1995, executed by AMERCO, Edward J.
Shoen, James P. Shoen, Aubrey K. Johnson, John M.
Dodds and William E. Carty
10.7 Stock Purchase Agreement, dated September 19, 1995
among Mary Anna Shoen Eaton, Maran, Inc., Edward J.
Shoen, James P. Shoen, Aubrey K. Johnson, John M.
Dodds, and William E. Carty
10.8 Agreement, dated October 17, 1995, among AMERCO,
Edward J. Shoen, James P. Shoen, Aubrey K.
Johnson, John M. Dodds, and William E. Carty
10.9 Directors' Release, dated October 17, 1995,
executed by Edward J. Shoen, James P. Shoen,
Aubrey K. Johnson, John M. Dodds and William E. Carty
in favor of AMERCO
10.10 AMERCO Release, dated October 17, 1995, executed
by AMERCO in favor of Edward J. Shoen, James P.
Shoen, Aubrey K. Johnson, John M. Dodds and William
E. Carty
27 Financial Data Schedule
b. Reports on Form 8-K.
No reports on Form 8-K were filed for the quarter ended
September 30, 1995.
_____________________________________
(1) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, file no. 0-7862.
(2) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1992, file no. 0-7862.
<PAGE> 34
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, thereunto duly authorized.
U-Haul International, Inc.
___________________________________
(Registrant)
Dated: November 20, 1995 By: /S/ DONALD W. MURNEY
___________________________________
Donald W. Murney, Treasurer
(Principal Financial Officer)
<PAGE>
John J. Dawson, Esq. (002786)
Susan G. Boswell, Esq. (004791)
Ronald E. Reinsel, Esq. (011059)
STREICH LANG, P.A.
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
(602) 229-5200
Attorneys for EDWARD J. SHOEN, JAMES P. SHOEN, JOHN M. DODDS, and
AUBREY K. JOHNSON, Debtors and Debtors-In-Possession
Lowell E. Rothschild, Esq. (000635)
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
(602) 624-8886
Attorneys for WILLIAM E. CARTY, Debtor and Debtor-In-Possession
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF ARIZONA
In re: ) In Proceedings Under
) Chapter 11
EDWARD J. SHOEN, )
) Case No. 95-1430-PHX-JMM
Debtor. )
______________________________
In re: )
) Case No. 95-1431-PHX-JMM
JAMES P. SHOEN, )
)
Debtor. )
______________________________
In re: )
) Case No. 95-1432-PHX-JMM
AUBREY K. JOHNSON, )
)
Debtor. )
______________________________
In re: )
) Case No. 95-1433-PHX-JMM
JOHN M. DODDS, )
)
Debtor. )
______________________________
In re: )
) Case No. 95-1434-PHX-JMM
WILLIAM E. CARTY, )
)
Debtor. )
_____________________________
DEBTORS' FIRST AMENDMENT MODIFYING THE AMENDED AND RESTATED
PLANS OF REORGANIZATION PROPOSED BY THE DEBTORS
-----------------------------------------------
<PAGE>
This First Amendment (the "First Amendment") is
proposed by each of the Debtors<F1> in the above-captioned jointly
administered Chapter 11 cases. Pursuant to Bankruptcy Code
Section 1127, 11 U.S.C. Section 1127, the Debtors hereby
modify their respective Plans<F2> as stated below.
I. PRELIMINARY STATEMENT.
---------------------
The Debtors are presenting the First Amendment in the
context of two (2) economically significant events which have
occurred recently.
In chronological order, the first of the events
occurred on October 2, 1995. At that time, the various Creditors
holding the Share Case Claims (other than Mary Anna (Shoen) Eaton
and MARAN, Inc.) voted to reject the Debtors' Plans. As a
result, those rejecting Creditors stated that they did not agree
to proceed under the optional Accepting Creditor Settlement
proposed in each of the Debtors' Plans. Accordingly, while the
Debtors remain willing to negotiate and structure settlements
with each of those Creditors (if any of those Creditors are
willing to settle), the Debtors' formal proffer of the Accepting
Creditor Settlement has not been accepted by those Creditors; and
_______________
<F1> Unless otherwise expressly stated herein, all capitalized
defined terms will have the same meanings as in the Amended and
Restated Plans of Reorganization (dated April 25, 1995 and amended
and restated July 28, 1995) which the Debtors have filed. The
First Amendment is a modification of each of those Plans, and
henceforth, the defined term "Plan" appearing therein will be
deemed to incorporate and include the First Amendment.
<F2> See note 1, supra, regarding the defined term "Plan" and
--- -----
the incorporation, henceforth, of the First Amendment in the
Debtors' Plans.
<PAGE>
it should be, and hereby is, withdrawn from the Debtors' Plans.
Such withdrawal does not, and will not, affect the Debtors'
transactions with Mary Anna (Shoen) Eaton and MARAN, Inc., which
are discussed below.
The second recent economically significant event
occurred on October 10, 1995, when the Bankruptcy Court entered
an Order approving the Debtors' participation in: (1) the
"Settlement Agreement," dated September 19, 1995, by and among
---------------------
Mary Anna (Shoen) Eaton, MARAN, Inc., the Debtors, and AMERCO
(the "Settlement Agreement"); and (2) the "Stock Purchase
---------------
Agreement," dated September 19, 1995, by and among Mary Anna
- ---------
(Shoen) Eaton, MARAN, Inc., and the Debtors (the "Stock Purchase
Agreement"). Collectively, the Settlement Agreement and the
Stock Purchase Agreement are identified as the "Agreements." The
Bankruptcy Court's approval of the Debtors' participation in the
Agreements and the closings of the transactions provided in the
Agreements have the following effects:
(a) The Share Case Claims will be reduced by
$84,576,312.00; and the claim for accrued and accruing interest
on that portion of the Share Case Claims both before and after
the Petition Date will be resolved and extinguished;
(b) The Disputed Punitive Damage Claim against
the Debtor Edward J. Shoen, including the claim for interest thereon both
before and after the Petition Date, will be reduced by one-seventh (1/7)
of the total amount of that Claim; and
<PAGE>
(c) Adjustments should be, and will be, made in the
property exchanged or distributed under the Plans commensurate
with the economic effects of the Agreements. Further adjustments
will be made, and will be reflected in subsequent modification(s)
of the Plans, when and if the Debtors are able to make another
settlement(s) with any of the other Creditors holding the Share
Case Claims.
Aside from the effects of the above-referenced
recent events, the Debtors also believe that it is appropriate to
make technical modifications of the Plans to eliminate any
confusion which may result from the use of the defined term
"Shareholder Plaintiffs." The modified definitions noted below
are technical modifications of the Plans which are absolutely
consistent with the intended substance of the Plans when and
since the Debtors filed their Amended and Restated Plans of
Reorganization on July 28, 1995.
II. PLAN MODIFICATIONS.
------------------
1. Withdrawal Of Accepting Creditor Settlement. Without
-------------------------------------------
prejudice to the closing of the Agreements and the Debtors'
willingness to negotiate other settlement(s), the Accepting
Creditor Settlement will be, and hereby is, withdrawn from each
of the Debtors' Plans.
2. Modifications Resulting From The Agreements. As a
-------------------------------------------
result of the Agreements, the Bankruptcy Court's approval of the
Debtors' participation in the Agreements, and the Debtors' intended
closings of the Agreements, the following adjustments will be, and
<PAGE>
hereby are, made in the property proposed to be
exchanged or distributed pursuant to the Debtors' Plans:
(a) The Series "B" preferred stock of AMERCO which is
proposed to be exchanged with the Stock Exchange Distributees
will be, and hereby is, adjusted to $101,398,336.00;
(b) The Series "D" preferred stock of AMERCO which is
proposed to be part of the Settlement Trust Property will be, and
hereby is, adjusted to $193,000,000.00;
(c) The SAC Mortgage Loan and the Two SAC Mortgage
Loan,<F3> in the total principal amount of $85,233,192.00, will be, and
hereby are, withdrawn from the proposed Settlement Trust
Property.<F4> However, the 1993 REMIC Certificate (also referred to
as the Class C Certificate) having a value, as of October 1,
1995, of $12,523,624.00, including accrued interest, will
continue to be part of the proposed Settlement Trust Property.
The Restructured Mortgage Loans having an aggregate principal
balance, as of October 1, 1995, of $12,748,336.00 and the
Existing Mortgage Loans having an aggregate principal balance, as
of October 1, 1995, of $1,006,686.00 also will continue to be
______________
<F3> The SAC Mortgage Loan and the TWO SAC Mortgage Loan are
defined in the Debtors' Disclosure Statements. See, e.g., Exhibit
--- ----
"A" to the Disclosure Statements at Section D. 3.(b) and Schedule
"3" attached to that exhibit.
<F4> The Creditors alleging the Share Case Claims have
objected vigorously to the inclusion of the SAC Mortgage Loan and
the TWO SAC Mortgage Loan in the Settlement Trust Property. In
light of the relief provided by the Agreements, the Debtors (as
well as AMERCO) believe that these assets will be put to better use
in support of the Plans if they are retained, sold, and/or
securitized by AMERCO.
<PAGE>
part of the proposed Settlement Trust Property;
(d) The real property listed on attached replacement
Schedule "4", which has total appraisal values of $47,187,000.00
and positive cash flow from rental income in excess of property
taxes and other expenses, will continue to be part of the
proposed Settlement Trust Property; and
(e) The sum of $10,118,318.00 will be paid in cash on the
Effective Date as part of the proposed Settlement Trust Property.
AMERCO will fund the cash payment.
Pursuant to the economic effects of the
Agreements, the total remaining Share Case Claims (comprised of
the judgment amounts thereof and accrued interest thereon from
February 14, 1995 to the Petition Date)<F5> will be reduced to
$377,982,300.00 as of the Petition Date. The Debtors believe
that the values of the Series "B" preferred stock (exchanged in
the Stock Exchange Distribution) and the Series "D" preferred
stock, the 1995 REMIC Certificate, the remaining Mortgage Loans,
the real property, and the above-referenced cash payment
(comprising the Settlement Trust Property) are, and will be,
sufficient to pay in full the above-referenced remaining Share
Case Claims on the Effective Date. The Contingency Fund
established in the Plans will remain in full force and effect
______________
<F5> The Debtors do not believe that any taxable costs in the
Arizona Litigation have been awarded pursuant to the Share Case
Judgment. If and when there is any such award or if taxable costs
in the Arizona Litigation are otherwise allowed as part of the
Share Case Claims, such allowed taxable costs will be paid in cash.
<PAGE>
(except that the size of the Contingency Fund will be reduced
------------
because post-Petition Date interest is no longer claimed with
respect to the $84,576,312.00 portion of the Share Case Claims
which will be satisfied pursuant to the Agreements). In the Plan
filed by the Debtor Edward J. Shoen, the provisions treating the
Disputed Punitive Damage Claim will remain in full force and
effect (except that one-seventh (1/7) of the total amount of the
-----------
Disputed Punitive Damage Claim has been extinguished as a result
of the Agreements (specifically, the Settlement Agreement).
3. Technical Definitional Modifications. Confusion has
------------------------------------
arisen from the global use of the term "Shareholder Plaintiffs"
in the Plans because that term may convey the erroneous
impression that all of the plaintiffs in the Arizona Litigation
own shares of AMERCO common stock. They do not. In fact, the
plaintiffs which are the record owners of the AMERCO common stock
are the entities<F6> and one (1) individual identified in the Plans
as the "Stock Exchange Distributees." Accordingly, for the sake
of clarity (and to express more clearly the substantive intent of
the Amended and Restated Plans when and since those Plans were
filed on July 28, 1995), the Debtors will make the following
technical modifications in the definitions appearing in the
Plans:
______________
<F6> Samuel W. Shoen, M.D., has testified in his deposition
that the shares of AMERCO common stock owned by SAMWILL, Inc. have
been transferred to a successor entity. However, on the records of
AMERCO, SAMWILL, Inc. still appears as the record owner of these
AMERCO shares. Furthermore, as a result of the Agreemtns, MARAN,
Inc. will be deleted from the entities which will be the Stock
Exchange Distributees and Mary Anna (Shoen) Eaton will be deleted
from the beneficiaries of the Settlement Trust.
<PAGE>
(a) When the plaintiffs in the Arizona Litigation are
referred to collectively regardless of whether they do or do not
own shares of AMERCO common stock, the defined term will be
"Share Case Plaintiffs";
(b) The defined term "Shareholder Plaintiffs" will be
changed so that it refers only to the record owners of the AMERCO
common stock (thus, "Shareholder Plaintiffs" and "Stock Exchange
Distributees" will refer to the same individual and entities and
either of those synonymous terms may be used in the proper
context). Where "Shareholder Plaintiffs" is used in the prefix
of a defined term, it will be changed to "Share Case Plaintiffs"
(i.e., "Share Case Plaintiffs Effective Date Payoff"); and
----
(c) The Plaintiffs in the Arizona Litigation who do
not own the shares of AMERCO common stock will be identified by the
defined term "Non-Shareholder Plaintiffs." The Non-Shareholder
Plaintiffs will receive settlement payments under the Plan as the
beneficiaries, on the Effective Date, of the Settlement Trust.
<PAGE>
4. Incorporation By Reference. The First Amendment
------------------------------
will be, and hereby is, incorporated by reference in the Debtors'
Plans. At or before the date of entry of the Confirmation Order
(and in accordance with any other modification(s) of the Plans
which may be made as a result of further settlement(s) or other
events in the confirmation process), the Debtors may meld the
modifications made by the First Amendments into the language of
the Plans in order to make the final iteration of the Plans more
precise.
5. Plans Continue In Effect. Except as expressly modified
------------------------
by the First Amendment, the Debtors' Plans continue in full force
and effect.
DATED: October 16, 1995 /S/ Edward J. Shoen
________________________
EDWARD J. SHOEN, Debtor
and Debtor-In-Possession
/S/ James P. Shoen
________________________
JAMES P. SHOEN, Debtor
and Debtor-In-Possession
/S/ John M. Dodds
________________________
JOHN M. DODDS, Debtor
and Debtor-In-Possession
/S/ Aubrey K. Johnson
________________________
AUBREY K. JOHNSON, Debtor
and Debtor-In-Possession
/S/ William E. Carty
________________________
WILLIAM E. CARTY, Debtor
and Debtor-In-Possession
<PAGE>
PREPARED AND
SUBMITTED BY:
STREICH LANG
A Professional Association
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004-2391
By /S/ John J. Dawson
__________________
John J. Dawson
Susan G. Boswell
Ronald E. Reinsel
Attorneys for EDWARD J. SHOEN,
JAMES P. SHOEN, JOHN M. DODDS,
and AUBREY K. JOHNSON,
Debtors and Debtors-In-Possession
MESCH, CLARK & ROTHSCHILD, P.C.
259 North Meyer Avenue
Tucson, Arizona 85701-1090
By /S/ Lowell E. Rothschild*
________________________
Lowell E. Rothschild
Attorneys for WILLIAM E. CARTY,
Debtor and Debtor-In-Possession
* Signed with counsel's permission by John J. Dawson
<PAGE>
SCHEDULE "4"
------------
REAL PROPERTY
-------------
(Amends/Replaces Disclousere Statement
-------------------------------------
Exhibit "A", Schedule "4")
-------------------------
<PAGE>
<TABLE>
<CAPTION>
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
<S> <C> <C> <C> <C> <C>
775/71A 1012 & 775/71B 1013 / REO ALA
HUNTSVILLE, ALABAMA $230,000 $6,761 $31,920.00 $6,761.00
4308 University Road
723/00A 1642 / REO KC
CHANDLER, ARIZONA $2,350,000
NWC Kyrene & Chandler $15,097
723/46A 0435 / REO CHA
CHANDLER, ARIZONA $180,000 $16,954
Knox Road
615/003 62500F 0089 / REO GIL
(MARICOPA CTY) ARIZONA
NEC Pecos & Recker $750,000 $18,970
SWC Pecos & Recker $6,120,000 $73,000.00 $95,000.00
B 0082, C 0083, D 0884, E 0085
723/00C 1722 / REO GH
GILBERT, ARIZONA $255,000
Gilbert & Houston $7,188
615/003 061/97C 0007 / REO TAT
PARADISE VALLEY, ARIZONA $1,580,000 $14,544
7211 North Tatum Boulevard
723/64A 0415 REO CEN
PHOENIX, ARIZONA $325,000 $20,447 $48,000.00
901 North Central Avenue
723/00B 1643 / REO RE
TEMPE, ARIZONA $5,600,000 $1,927 $9,000.00
SWC Rural & Elliott $22,901
706/28A 0203 / REO ROS - DISC
ROSEVILLE, CALIFORNIA $840,000 $7,040 $3,300.00
224 Harding Blvd.
788/00 0788 XZ 0019 / REO POM
POMPANO BEACH, FLORIDA $640,000 $19,305
Sample Road & Powerline Road
785/00 0785 XZ 0027 / REO PO
PORT ORANGE, FLORIDA $550,000 $8,194
Nova Road & Madeline Avenue
788/00 0788 XZ 0021 / REO SUN
SUNRISE, FLORIDA $430,000 $12,838
NWC of Pine Island & NW 50th St.
730/00A 0047 - 730/00A 0048 / REO CB
COUNCIL BLUFFS, IOWA $450,000 $12,358
721 & 723 32nd Avenue
325/00A 0075 / REO GCI
GARDEN CITY, IDAHO $500,000 $8,027 $37,200.00 $8,027.00
Chinden Boulevard
<PAGE>
<CAPTION>
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
<S> <C> <C> <C> <C> <C>
734/08A 0521 / REO KCK
KANSAS CITY, KANSAS $450,000 $20,339 $60,000.00 $20,339.00
401 South 42nd Street
773/06A 0982 / REO LEW
KENTUCKY, LOUISVILLE $215,000 $1,813 $22,080.00 $1,813.00
3311 7th Street Road
754/23A 0808 / REO TAY
TAYLOR, MICHIGAN $960,000 $22,698 $31,281.60
8901 Telegraph Road
748/58A 0735 / REO
HATTIESBURG, MISSISSIPPI $280,000 $6,083 $6,000.00
Highway 49 North
718/59A 0371 / REO BIL
BILLINGS, MONTANA $725,000 $9,330
1145 E. Main Street
838/00A 1668 / REO RJ
LAS VEGAS, NEVADA $300,000 $3,316
Rancho and Jones
706/86A 0204 / REO VIR
RENO, NEVADA $550,000 $7,178
10405 Old Virginia Road
814/00D 1608 / REO JC1
JERSEY CITY, NEW JERSEY $350,000 $18,404
340 Tonnele Avenue
814/42B 1418 / REO JC2
JERSEY CITY, NEW JERSEY $650,000 $21,203
Routes 1 & 9 & Tonnele
766/00A 0882; 615/035 48000A 0038
AKRON, OHIO / REO WAT $310,000 $11,932 $30,000.00
3445 East Waterloo Road
143/00A 0025 / REO OK2
OKLAHOMA CITY, OKLAHOMA $200,000 $2,205 $30,612.00
1612 SE 25th Street
738/00 1699 / REO OKA
OKLAHOMA CITY, OKLAHOMA $375,000 $4,233
Memorial Drive
812/00A 1387 & 812/00B 1389 / REO WIL
WILLOW GROVE, PENNSYLVANIA $775,000 $15,312
1601-17 Easton Road
783/69A 1090 / REO CSC
CAYCE, SOUTH CAROLINA $400,000 $2,608
1400 Knox Abbott Drive
<PAGE>
<CAPTION>
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
<S> <C> <C> <C> <C> <C>
105/00A 0014 / REO MEM
MEMPHIS, TENNESSEE $430,000 $8,699 $48,000.00
2152 Riverside Blvd.
771/67A 0962 / REO MIL
MILLINGTON, TENNESSEE $350,000 $4,987 $6,000.00
Navy Road & Highway 51 N.
741/00G 1635 / REO GAR
GARLAND, TEXAS $150,000 $2,495
Broadway Road
746/00L 1709 / REO SHT
HARRIS COUNTY, TEXAS $2,175,000 $51,858
Sam Houston Tollway
746/00G 1693 REO WCR
HOUSTON, TEXAS $265,000 $13,228
SWC of FM 1960 & Woodcreek
746/45 0707 / REO OLD
HOUSTON, TEXAS $790,000 $16,000
Old Katy Road
746/00J 1696 / REO WOO -- DISC
HOUSTON, TEXAS $430,000 $13,870
FM 1960 & Woodedge
746/00A 0676 & 746/00F 0710 / REO EAS
HOUSTON, TEXAS $230,000 $8,676 $19,200.00
11356 Eastex Freeway
741/21A 1616 / REO MES
MESQUITE, TEXAS $110,000 $2,738
LBJ & Gross Road
746/00N 1724 / REO MC -- DISC
MISSOURI CITY, TEXAS $815,000 $29,814
NWC of FM 1092 & Cartwright Rd
741/00E 1625 / REO NRH
NORTH RICHLAND HILLS, TEXAS $400,000 $4,649
State Highway 26 & Harwood Drive
741/00A 1612 / REO COI
PLANO, TEXAS $380,000 $3,043
Coit Road North of Spring Creek Pkwy
741/00D 1615 / REO LOS
PLANO, TEXAS $390,000 $34
Los Rios Boulevard
744/00B 1692 / REO SAN
SAN ANTONIO, TEXAS $610,000 $15,929
FM 78 (Woodlake Park)
<PAGE>
<CAPTION>
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
<S> <C> <C> <C> <C> <C>
744/00A 0659 / REO BAN
SAN ANTONIO, TEXAS $290,000 $8,108 $30,000.00 $8,108.00
1114 Bandera Road
832/66A 1486 & 66B 1488 / REO SBI
SAN BENITO, TEXAS $790,000 $15,102 $90,000.00 $15,102.00
1 Industrial Way
818/75A 1436 / REO DUM
DUMFRIES, VIRGINIA $320,000 $3,792
211 South Main Street
818/00B 1706 / REO MP
MANASSAS PARK, VIRGINIA $185,000 $27,881
East Side of Rt 28 Lot 4
703/25A 0137 / REO SPO
SPOKANE, WA $1,450,000 $18,261
South 204 Fancher
803/75A 1317 / REO HIC
HICKSVILLE, NEW YORK $700,000 $74,927 $15,000.00
1000 Broadway
740/70A 0600 / REO MID
MIDLAND, TEXAS $575,000 $14,600
5702 West Industrial
03037/200159 / REO HUN / 632/04
HUNTINGTON PARK, CALIFORNIA $300,000 $6,890 $28,685.00
7022-24 Maribrisa
03062/200173 / REO LAN / 632/11
LANCASTER, CALIFORNIA $84,000 $6,701
Avenue "L" West of 90th Street West
2025/200129 / REO HOW
SAN DIEGO, CALIFORNIA $260,000
2203 Howard / 632/15 $1,445
2215 Howard / 632/16 $1,305
2217-19 Howard / 632/17 $1,200
4181 Mississippi / 632/18 $2,486
2037/200135 / REO PAS / 632/19
PASADENA, CALIFORNIA $525,000 $904 $59,947.00
839 Summit Avenue
03067/200175 / REO ANA / 633/01
ANAHEIM, CALIFORNIA $265,000 $9,774 $29,160.00
330 South Melrose
03082/200183 / REO WES / 634/03
LOS ANGELES, CALIFORNIA $340,000 $1,002 $19,788.00
5400 South Western Avenue
<PAGE>
<CAPTION>
PRIVILEGED AND CONFIDENTIAL NOI BEFORE NON
APPRAISAL PROPERTY PROPERTY TAXES REFUNDABLE
PROPERTY ADDRESS TAXES TAXES PAID DEPOSITS
<S> <C> <C> <C> <C> <C>
0/200172 / REO BRO / 634/04
LOS ANGELES, CALIFORNIA $1,000,000 $19,803 $81,786.00
1615-1627 South Broadway & 134 Venice Blvd.
3083/200184 / REO GAG /634/05
LOS ANGELES, CALIFORNIA $480,000 $1,648
777 East Gage Avenue
2016/200121 / REO FON / 634/07
CALIFORNIA, FONTANA $300,000 $2,581
15623 Boyle Avenue
REO RIV / 632/25
RIVERSIDE, CALIFORNIA $188,000 $4,254
Ribidox and 30th Street
2026/200130 / REO LB / 632/23
LONG BEACH, CALIFORNIA $1,950,000 $26,360 $228,591.00
1360 East Anaheim Street
02/200187 / REO DUR / 634/06
DULZURA, CALIFORNIA $400,000 $4,228 $19,305.00
19037 Highway 94
3044/200163 / REO BEL / 632/26
BELLFLOWER, CALIFORNIA $260,000 $4,802 $23,764.00
16125 Clark Avenue
3077/200180 / REO ARO / 632/27
FONTANA, CALIFORNIA $400,000 $10,208 $23,764.00
16701-16721 Arrow Boulevard
03019/200149 / REO IVY / 632/29
GLEN IVY HOT SPRINGS, CALIFORNIA $160,000 $526
Temescal Canyon Rd & Mayhew
03026/200153 / REO JIL / 632/28
BULLHEAD CITY, ARIZONA $440,000 $14,362 $41,022.00
1531 Jill Way
1010/200091 / REO PAL / 632/31
PALM SPRINGS, CALIFORNIA $660,000 $14,391 $686.08
1680 East Palm Canyon Drive
*** Rental is from 2/95 to 8/95
TOTAL $47,187,000 $812,766 $1,147,091.68 $60,150.00 $95,000.00
</TABLE>
<PAGE>
RESTATED
BY-LAWS OF
AMERCO
A NEVADA CORPORATION
Date: As of August 15, 1995
ARTICLE I
SECTION 1. Offices:
-------
The principal office and registered office of the corporation
shall be located in the State of Nevada at such locations as the
Board of Directors may from time to time authorize by
resolutions. The corporation may have such other offices either
within or without the State of Nevada as the Board of Directors
may designate or as the business of the corporation may require
from time to time.
SECTION 2. References:
----------
Any reference herein made to law will be deemed to refer to the
law of the State of Nevada, including any applicable provisions
of Chapter 78 of Title 7, Nevada Revised Statutes (or its
successor), as at any given time in effect. Any reference herein
made to the Articles will be deemed to refer to the applicable
provision or provisions of the Articles of Incorporation of the
corporation, and all amendments thereto, as at any given time on
file with the office of the clerk of Washoe County, Nevada.
SECTION 3. Shareholders of Record:
----------------------
The word "shareholder" as used herein shall mean one who is a
holder of record of shares in the corporation.
<PAGE>
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting:
--------------
An annual meeting of the shareholders for the election of
directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before
the meeting shall be held, within a reasonable interval after the
close of the fiscal year so that the information in the annual
report is relatively timely, on a date and at a time of day and
place as determined by the Board of Directors.
SECTION 2. Special Meetings:
----------------
a. Special meetings of the shareholders may be held
whenever and wherever called by the Chairman of the Board, a
majority of the Board of Directors, or upon the delivery of
proper written request of the holders of not less than fifty
percent (50%) of all the shares outstanding and entitled to vote
at such meeting. The business which may be conducted at any such
special meeting will be confined to the purpose stated in the
notice thereof, and to such additional matters as the Chairman of
such meeting may rule to be germane to such purposes.
b. For purposes of this Section, proper written
request for the call of a special meeting shall be made by a
written request specifying the purposes for any special meeting
requested and providing the information required by Section 5
hereof. Such written request must be delivered either in person
or by registered or certified mail, return receipt requested, to
the Chairman of the Board, or such other person as may be
specifically authorized by law to receive such request. Within
thirty (30) days after receipt of proper written request, a
special meeting shall be called and notice given in the manner
required by these By-Laws and the meeting shall be held at a time
and place selected by the Board of Directors, but not later than
ninety (90) days after receipt of such proper written request.
The shareholder(s) who request a special meeting of shareholders
must pay the corporation the corporation's reasonably estimated
cost of preparing and mailing a notice of a meeting of
shareholders before such notice is prepared and mailed.
SECTION 3. Notice:
------
Notice of any meeting of the shareholders will be given by the
corporation as provided by law to each shareholder entitled to
vote at such meeting. Any such notice may be waived as provided
by law.
<PAGE>
SECTION 4. Right to Vote:
-------------
For each meeting of the shareholders, the Board of Directors will
fix in advance a record date as contemplated by law, and the
shares of stock and the shareholders "entitled to vote" (as that
or any similar term is herein used) at any meeting of the
shareholders will be determined as of the applicable record date.
The Secretary (or in his or her absence an Assistant Secretary)
will see to the making and production of any record of
shareholders entitled to vote that is required by law. Any such
entitlement may be exercised through proxy, or in such other
manner as is specifically provided by law. No proxy shall be
valid after eleven (11) months from the date of its execution
unless otherwise provided by the proxy. In the event of contest,
the burden of proving the validity of any undated, irrevocable,
or otherwise contested proxy will rest with the person seeking to
exercise the same. A telegram, cablegram, or facsimile appearing
to have been transmitted by a shareholder (or by his duly
authorized attorney-in-fact) may, in the discretion of the
tellers, if any, be accepted as a sufficiently written and
executed proxy.
SECTION 5. Manner of Bringing Business Before the Meeting:
----------------------------------------------
At any annual or special meeting of shareholders only such
business (including nomination as a director) shall be conducted
as shall have been properly brought before the meeting. In order
to be properly brought before the meeting, such business must be
a proper subject for stockholder action under Nevada law and must
have either been (A) specified in the written notice of the
meeting (or any supplement thereto) given to shareholders on the
record date for such meeting by or at the direction of the Board
of Directors, (B) brought before the meeting at the direction of
the Board of Directors or the Chairman of the meeting, selected
as provided in Section 9 of this Article II, or (C) specified in
a written notice given by or on behalf of a shareholder on the
record date for such meeting entitled to vote thereat or a duly
authorized proxy for such shareholder, in accordance with the
following requirements. A notice referred to in clause (C)
hereof must be delivered personally to, or mailed to and received
at, the principal executive office of the corporation, addressed
to the attention of the Secretary, not more than ten (10) days
after the date of the initial notice referred to in clause (A)
hereof, in the case of business to be brought before a special
meeting of shareholders, and not less than one hundred and twenty
(120) days prior to the anniversary date of the initial notice
<PAGE>
referred to in clause (A) hereof with respect to the previous
year's annual meeting, in the case of business to be brought
before an annual meeting of shareholders. Such notice referred
to in clause (C) hereof shall set forth (i) a full description of
each such item of business proposed to be brought before the
meeting and the reasons for conducting such business at such
meeting, (ii) the name and address of the person proposing to
bring such business before the meeting, (iii) the class and
number of shares held of record, held beneficially, and
represented by proxy by such person as of the record date for the
meeting, if such date has been made publicly available, or as of
a date not later than thirty (30) days prior to the delivery of
the initial notice referred to in clause (A) hereof, if the
record date has not been made publicly available, (iv) if any
item of such business involves a nomination for director, all
information regarding each such nominee that would be required to
be set forth in a definitive proxy statement filed with the
Securities and Exchange Commission pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor
thereto, and the written consent of each such nominee to serve if
elected, (v) any material interest of such shareholder in the
specified business, (vi) whether or not such shareholder is a
member of any partnership, limited partnership, syndicate, or
other group pursuant to any agreement, arrangement, relationship,
understanding, or otherwise, whether or not in writing, organized
in whole or in part for the purpose of acquiring, owning, or
voting shares of the corporation, and (vii) all other information
that would be required to be filed with the Securities and
Exchange Commission if, with respect to the business proposed to
be brought before the meeting, the person proposing such business
was a participant in a solicitation subject to Section 14 of the
Securities Exchange Act of 1934, as amended, or any successor
thereto. No business shall be brought before any meeting of the
shareholders of the corporation otherwise than as provided in
this Section.
Notwithstanding compliance with the foregoing provisions, the
Board of Directors shall not be obligated to include information
as to any shareholder nominee for director or any other
shareholder proposal in any proxy statements or other
communication sent to shareholders.
The Chairman of the meeting may, if the facts warrant, determine
that any proposed item of business or nomination as director was
not brought before the meeting in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to
the meeting and the improper item of business or nomination shall
be disregarded.
SECTION 6. Right to Attend:
---------------
Except only to the extent of persons designated by the Board of
Directors or the Chairman of the meeting to assist in the conduct
of the meeting, and except as otherwise permitted by the Board or
such Chairman, the persons entitled to attend any meeting of
shareholders may be confined to (i) shareholders entitled to vote
thereat and (ii) the persons upon whom proxies valid for purposes
of the meeting have been conferred or their duly appointed
substitutes (if the related proxies confer a power of
substitution); provided, however, that the Board of Directors or
the Chairman of the meeting may establish rules limiting the
number of persons referred to in clause (ii) as being entitled to
attend on behalf of any shareholder so as to preclude such an
excessively large representation of such shareholder at the
meeting as, in the judgment of the Board or such Chairman, would
be unfair to other shareholders represented at the meeting or be
unduly disruptive to the orderly conduct of business at such
meeting (whether such representation would result from
fragmentation of the aggregate number of shares held by such
shareholder for the purpose of conferring proxies, from the
naming of an excessively large proxy delegation by such
<PAGE>
shareholder, or from employment of any other device). A person
otherwise entitled to attend any such meeting will cease to be so
entitled if, in the judgment of the Chairman of the meeting, such
person engages thereat in disorderly conduct impeding the proper
conduct of the meeting in the interests of all shareholders as a
group.
SECTION 7. Quorum Requirements:
-------------------
One-third of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of the shareholders. If less than one-third
of the outstanding shares are represented at a meeting, the
majority of the shares so represented may adjourn the meeting
without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting
originally called.
SECTION 8. Tellers:
-------
The Board of Directors, in advance of any shareholders meeting
may appoint one or more tellers to act at such meeting (and any
adjournment thereof), and may appoint one or more alternate
tellers to serve (in the order designated) in the absence of any
teller or tellers so appointed. If any person appointed as a
teller or alternate teller fails to appear or to act, a
substitute may be appointed by the Chairman of the meeting. The
tellers (acting through a majority of them on any disputed
matter) will determine the number of shares outstanding, the
authenticity, validity and effect of proxies, the credentials of
persons purporting to be shareholders or persons named or
referred to in proxies, and the number of shares represented at
the meeting in person and by proxy; they will receive and count
votes, ballots, and consents and announce the results thereof;
they will hear and determine all challenges and questions
pertaining to proxies and voting; and, in general, they will
perform such acts as may be proper to conduct elections and
voting with complete fairness to all shareholders. No such
teller need be a shareholder of the corporation. Unless
otherwise provided in the Articles of Incorporation or other
governing instrument, each shareholder shall be entitled to one
vote for each share of stock held by him or her, and, in the
event a shareholder holds a fraction of a share or a full share
plus a fraction, any such fractional share shall be entitled to a
proportionate fraction of one vote or such other votes, if any,
as is provided in the Articles of Incorporation or other
governing instrument.
SECTION 9. Organization and Conduct of Business:
------------------------------------
Each shareholders meeting will be called to order and thereafter
chaired by the Chairman of the Board if there then is one; or, if
not, or if the Chairman of the Board is absent or so requests,
then by the President; or if both the Chairman of the Board and
the President are unavailable, then by such other officer of the
corporation or such shareholder as may be appointed by the Board
of Directors. The Secretary (or in his or her absence an
Assistant Secretary) of the corporation will act as secretary of
each shareholders meeting; if neither the Secretary nor an
<PAGE>
Assistant Secretary is in attendance, the Chairman of the meeting
may appoint any person (whether a shareholder or not) to act as
secretary thereat. After calling a meeting to order, the
Chairman thereof may require the registration of all shareholders
intending to vote in person, and the filing of all proxies, with
the teller or tellers, if one or more have been appointed (or, if
not, with the secretary of the meeting). After the announced
time for such filing of proxies has ended, no further proxies or
changes, substitutions, or revocations of proxies will be
accepted. The Chairman of a meeting will, among other things,
have absolute authority to determine the order of business to be
conducted at such meeting and to establish rules for, and appoint
personnel to assist in, preserving the orderly conduct of the
business of the meeting (including any informal, or question and
answer, portions thereof). Any informational or other informal
session of shareholders conducted under the auspices of the
corporation after the conclusion of or otherwise in conjunction
with any formal business meeting of the shareholders will be
chaired by the same person who chairs the formal meeting, and the
foregoing authority on his or her part will extend to the conduct
of such informal session.
SECTION 10. Voting:
------
The number of shares voted on any matter submitted to the
shareholders which is required to constitute their action thereon
or approval thereof will be determined in accordance with
applicable law, the Articles, and these By-Laws, if applicable.
Voting will be by ballot on any matter as to which a ballot vote
is demanded, prior to the time the voting begins, by any person
entitled to vote on such matter; otherwise, a voice vote will
suffice. No ballot or change of vote will be accepted after the
polls have been declared closed following the ending of the
announced time for voting.
SECTION 11. Shareholder Approval or Ratification:
------------------------------------
The Board of Directors may submit any contract or act for
approval or ratification at any duly constituted meeting of the
shareholders, the notice of which either includes mention of the
proposed submittal or is waived as provided by law. If any
contract or act so submitted is approved or ratified by a
majority of the votes cast thereon at such meeting, the same will
be valid and as binding upon the corporation and all of its
shareholders as it would be if approved and ratified by each and
every shareholder of the corporation.
SECTION 12. Informalities and Irregularities:
--------------------------------
All informalities or irregularities in any call or notice of a
meeting, or in the areas of credentials, proxies, quorums,
voting, and similar matters, will be deemed waived if no
objection is made at the meeting.
<PAGE>
SECTION 13. Action Without a Meeting:
------------------------
Shareholder action by written consent is prohibited.
SECTION 14. Application of Nevada Revised Statutes Sections
--------------------------------------------------
78.378 to 78.3793, inclusive:
- ----------------------------
The provisions of Sections 78.378 to 78.3793, inclusive, of the
Nevada Revised Statutes shall not apply to the exchange of shares
of the corporation's Series A Common Stock, 0.25 par value, for
shares of the corporation's common stock, $0.25 par value, held
by Mark V. Shoen, James P. Shoen and Edward J. Shoen or to any
exchange of shares of the corporation's Common Stock, $0.25 par
value for shares of the corporation's Series A Common Stock,
$0.25 par value held by Mark V. Shoen, James P. Shoen and Edward
J. Shoen.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Number and Term of Directors:
----------------------------
The Board of Directors shall consist of not less than 4 nor more
than 8 directors, the exact number of directors to be determined
from time to time solely by a resolution adopted by an
affirmative vote of a majority of the entire Board of Directors.
The directors shall be divided into four classes, designated
Class I, Class II, Class III and Class IV. Subject to applicable
law, each class shall consist, as nearly as may be possible, of
one-fourth of the total number of directors constituting the
entire Board of Directors. At the 1990 Annual Meeting of
Shareholders, Class I directors shall be elected for a one-year
term, Class II directors for a two-year term, Class III directors
for a three-year term, and Class IV directors for a four-year
term. At each succeeding annual meeting of shareholders,
commencing in 1991, successors to the class of directors whose
term expires at the annual meeting shall be elected or reelected
for a four-year term.
If the number of directors is changed, any increase or decrease
shall be apportioned among the classes of directors so as to
maintain the number of directors in each class as nearly equal as
possible, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. When the
number of directors is increased by the Board of Directors and
any newly created directorships are filled by the Board, there
shall be no classification of the additional directors until the
next annual meeting of shareholders.
<PAGE>
A director shall hold office until the meeting for the year in
which his or her term expires and until his or her successor
shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from
office.
SECTION 2. Vacancies:
---------
Newly created directorships resulting from an increase in the
number of the directors and any vacancy on the Board of Directors
shall be filled by an affirmative vote of a majority of the Board
of Directors then in office. A director elected by the Board of
Directors to fill a vacancy shall hold office until the next
meeting of shareholders called for the election of directors and
until his or her successor shall be elected and shall qualify;
provided, however, that if a vacancy on the Board of Directors
occurs or is filled after the date by which a shareholder, acting
in accordance with Article II, Section 5(C) of these By-Laws, may
present a director nomination before the next meeting of
shareholders called for the election of directors, the director
elected by the Board of Directors to fill such vacancy shall hold
office until the next meeting of shareholders called for the
election of directors at which a shareholder, acting in
accordance with Article II, Section 5(C) of these By-Laws, may
present a director nomination. This Section shall not apply to
any vacancies in the office of any "Preferred Stock Director," as
defined in section (e)(ii) of the Certificate of Designation,
Preference, and Rights of Series A Preferred Stock of AMERCO
dated October 14, 1993, such vacancies shall be filled pursuant
to the terms of said section (e)(ii).
SECTION 3. Regular Meetings:
----------------
After the adjournment of the annual meeting of the shareholders
of the corporation, the newly elected Directors shall meet for
the purpose of organization, the election of officers, and the
transaction of such other business as may come before said
meeting. No notice shall be required for such meeting. The
meeting may be held within or without the State of Nevada.
Regular meetings, other than the annual ones, may be held at
regular intervals at such times and places as the Board of
Directors may provide.
SECTION 4. Special Meetings:
----------------
Special meetings of the Board of Directors may be called at any
time by the Chairman of the Board or by any three (3) members of
the Board giving written notice thereof to the Chairman of the
Board, or said special meeting may be called without notice by
unanimous consent of all the members by the presence of all the
members of said board at any such meeting. The special meetings
of the Board of Directors may be held within or without the State
of Nevada.
<PAGE>
SECTION 5. Notice:
------
No notice need be given of regular meetings of the Board of
Directors. Notice of the time and place (but not necessarily the
purpose or all of the purposes) of any special meeting will be
given to each director in person or by telephone, or via mail or
telegram addressed in the manner then appearing on the
corporation's records. Notice to any director of any such
special meeting will be deemed given sufficiently in advance when
(i), if given by mail, the same is deposited in the United States
mail at least four days before the meeting date, with postage
thereon prepaid, (ii) if given by telegram, the same is delivered
to the telegraph office for fast transmittal at least 48 hours
prior to the convening of the meeting, (iii) if given by
facsimile transmission, the same is received by the director or
an adult member of his or her office staff or household, at least
24 hours prior to the convening of the meeting, or (iv) if
personally delivered or given by telephone, the same is handed,
or the substance thereof is communicated over the telephone, to
the director or to an adult member of his or her office staff or
household, at least 24 hours prior to the convening of the
meeting. Any such notice may be waived as provided by law. No
call or notice of a meeting of directors will be necessary if
each of them waives the same in writing or by attendance. Any
meeting, once properly called and noticed (or as to which call
and notice have been waived as aforesaid) and at which a quorum
is formed, may be adjourned to another time and place by a
majority of those in attendance.
SECTION 6. Quorum:
------
A majority of the Board of Directors shall constitute a quorum
for the transaction of business, except where otherwise provided
by law or by these By-Laws, but if at any meeting of the Board
less than a quorum is present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained.
SECTION 7. Action by Telephone or Consent:
------------------------------
Any meeting of the Board or any committee thereof may be held by
conference telephone or similar communications equipment as
permitted by law in which case any required notice of such
meeting may generally describe the arrangements (rather than the
place) for the holding thereof, and all other provisions herein
contained or referred to will apply to such meeting as though it
were physically held at a single place. Action may also be taken
by the Board or any committee thereof without a meeting if the
members thereof consent in writing thereto as contemplated by
law.
<PAGE>
SECTION 8. Order of Business:
-----------------
The Board of Directors may, from time to time, determine the
order of business at their meeting. The usual order of business
at such meetings shall be as follows:
1st Roll Call; a quorum being present.
2nd. Reading of minutes of the preceding meeting
and action thereon.
3rd. Consideration of communications of the Board
of Directors.
4th. Reports of officials and committees.
5th. Unfinished business.
6th. Miscellaneous business.
7th. New business.
8th. Adjournment.
SECTION 9. Voting:
------
Any matter submitted to a vote of the directors will be resolved
by a majority of the votes cast thereon. If during the course of
any annual, regular or special meeting of the Board of Directors,
at which all the members of said board are present and vote,
there is a vote taken and the vote is evenly divided between
equal numbers of directors, then, and only then, the Chairman of
the Board of Directors shall break the deadlock by casting a
second and deciding vote. This power may be exercised by the
Chairman of the Board as to any and every issue that properly
comes to the board for a vote, including, but not limited to the
election of officers.
ARTICLE IV
POWER OF DIRECTORS
SECTION 1. Generally:
---------
The Government in control of the corporation shall be vested in
the Board of Directors.
<PAGE>
SECTION 2. Special Powers:
--------------
The Board of Directors shall have, in addition to its other
powers, the express right to exercise the following powers:
1. To purchase, lease, and acquire, in any lawful
manner any and all real or personal property including
franchises, stocks, bonds and debentures of other
companies, business and goodwill, patents, trademarks
in contracts, and interests thereunder, and other
rights and properties which in their judgment may
beneficial for the purpose of this corporation, and to
issue shares of stock of this corporation in payment of
such property, and in payment for services rendered to
this corporation when they deem it advisable.
2. To fix and determine and to vary, from time to
time, the amount or amounts to be set aside or retained
as reserve funds or as working capital of this
corporation.
3. To issue notes and other obligations or evidence
of the debt of this corporation, and to secure the
same, if deemed advisable, and endorse and guarantee
the notes, bonds, stocks, and other obligations of
other corporations with or without compensation for so
doing, and from time to time to sell, assign, transfer
or otherwise dispose of any of the property of this
corporation, subject, however, to the laws of the State
of Nevada, governing the disposition of the entire
assets and business of the corporation as a going
concern.
4. To declare and pay dividends, both in the form of
money and stock, but only from the surplus or from the
net profit arising from the business of this
corporation, after deducting therefrom the amounts, at
the time when any dividend is declared which shall have
been set aside by the Directors as a reserve fund or as
a working fund.
5. To adopt, modify and amend the By-Laws of this
corporation.
6. To periodically determine by Resolution of the
Board the amount of compensation to be paid to members
of the Board of Directors in accordance with Article 6,
Section B, Sub-section viii of the Articles of
Incorporation.
<PAGE>
ARTICLE V
SECTION 1. Committees:
----------
From time to time the Board of Directors, by affirmative vote of
a majority of the whole Board may appoint any committee or
committees for any purpose or purposes, and such committee or
committees shall have and may exercise such powers as shall be
conferred or authorized by the resolution of appointment.
Provided, however, that such committee or committees shall at no
time have more power than that authorized by law.
ARTICLE VI
OFFICERS
SECTION 1. Officers:
--------
The officers of the corporation shall consist of the Chairman of
the Board, a President, one or more Vice-Presidents, Secretary,
Assistant Secretaries, Treasurer, Assistant Treasurer, a resident
agent and such other officers as shall from time to time be
provided for by the Board of Directors. Such officers shall be
elected by ballot or unanimous acclamation at the meeting of the
Board of Directors after the annual election of Directors. In
order to hold any election there must be quorum present, and any
officer receiving a majority vote shall be declared elected and
shall hold office for one year and until his or her respective
successor shall have been duly elected and qualified; provided,
however, that all officers, agents and employees of the
corporation shall be subject to removal from office pre-emptorily
by vote of the Board of Directors at any meeting.
SECTION 2. Powers and Duties of Chairman of the Board:
------------------------------------------
The Chairman of the Board of Directors will serve as a general
executive officer, but not necessarily as a full-time employee,
of the corporation. He or she shall preside at all meetings of
the shareholders and of the Board of Directors, shall have the
powers and duties set forth in these By-Laws, and shall do and
perform such other duties as from time to time may be assigned by
the Board of Directors.
SECTION 3. Powers and Duties of President:
------------------------------
The President shall at all times be subject to the control of the
Board of Directors. He shall have general charge of the affairs
of the corporation. He shall supervise over and direct all
officers and employees of the corporation and see that their
duties are properly performed. The President, in conjunction with
the Secretary, shall sign and execute all contracts, notes,
<PAGE>
mortgages, and all other obligations in the name of the
corporation, and with the Secretary or Assistant Secretary shall
sign all certificates of the shares of the capital stock of the
corporation.
The President shall each year present an annual report of the
preceding year's business to the Board of Directors at a meeting
to be held immediately preceding the annual meeting of the
shareholders, which report shall be read at the annual meeting of
the shareholders. The President shall do and perform such other
duties as from time to time may be assigned by the Board of
Directors to him.
Notwithstanding any provision to the contrary contained in the
By-Laws of the corporation, the Board may at any time and from
time to time direct the manner in which any person or persons by
whom any particular contract, document, note or instrument in
writing of the corporation may or shall be signed by and may
authorize any officer or officers of the corporation to sign such
contracts, documents, notes or instruments.
SECTION 4. Powers and Duties of Vice-President:
-----------------------------------
The Vice-President shall have such powers and perform such duties
as may be assigned to him by the Board of Directors of the
corporation and in the absence or inability of the President, the
Vice-President shall perform the duties of the President.
SECTION 5. Powers and Duties of the Secretary and Assistant Secretary:
----------------------------------------------------------
The Secretary of said corporation shall keep the minutes of all
meetings of the Board of Directors and the minutes of all
meetings of the shareholders, and also when requested by a
committee, the minutes of such committee, in books provided for
the purpose. He shall attend to the giving and serving of notice
of the corporation. It shall be the duty of the Secretary to
sign with the President, in the name of the corporation, all
contracts, notes, mortgages, and other instruments and other
obligations authorized by the Board of Directors, and when so
ordered by the Board of Directors, he shall affix the Seal of
corporation thereto. The Secretary shall have charge of all
books, documents, and papers properly belonging to his office,
and of such other books and papers as the Board of Directors may
direct. In the absence or inability of the Secretary, the
Assistant Secretary shall perform the duties of the Secretary.
Execution of Instruments:
- ------------------------
In addition to the provisions of any previous By-Laws respecting
the execution of instruments of the corporation, the Board of
Directors may from time to time direct the manner in which any
officer or officers or by whom any particular deed, transfer,
assignment, contract, obligation, certificate, promissory note,
guarantee and other instrument or instruments may be signed on
behalf of the corporation and any acts of the Board of Directors
<PAGE>
subsequent to the 1st day of December, 1978 in accordance with
the provision of this By-Law are hereby adopted, ratified and
confirmed as actions binding upon and enforceable against the
corporation.
SECTION 6. Powers and Duties of Treasurer and Assistant Treasurer:
------------------------------------------------------
The Treasurer shall have the care and custody of all funds and
securities of the corporation, and deposit the same in the name
of the corporation in such bank or banks or other depository as
the Directors may select. He shall sign checks, drafts, notices,
and orders for the payment of money, and he shall pay out and
dispose of the same under the direction of the Board of
Directors, but checks may be signed as directed by the Board by
resolution. The Treasurer shall generally perform the duties of
and act as the financial agent for the corporation for the
receipts and disbursements of its funds. He shall give such bond
for the faithful performance of his duties as the Board of
Directors may determine. The office of the Treasurer of said
corporation may be held by the same person holding the President,
Vice-President or Secretary's office, provided the Board of
Directors indicates the combination of these offices. In the
absence or inability of the Treasurer, the Assistant Treasurer
shall perform the duties of the Treasurer.
SECTION 7. Indemnification:
---------------
The corporation shall indemnify, to the fullest extent authorized
or permitted by law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide
broader indemnification rights than such law permitted the
corporation to provide prior to such amendment), any person made,
or threatened to be made, a defendant or witness to any
threatened, pending or completed action, suit, or proceeding
(whether civil, criminal, administrative, investigative or
otherwise) by reason of the fact that he or she, or his or her
testator or intestate, is or was a director or officer of the
corporation or by reason of the fact that such director or
officer, at the request of the corporation, is or was serving any
other corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise. Nothing contained herein
shall diminish any rights to indemnification to which employees
or agents other than directors or officers may be entitled by
law, and the corporation may indemnify such employees and agents
to the fullest extent and in the manner permitted by law. The
rights to indemnification set forth in this Article VI, Section 7
shall not be exclusive of any other rights to which any person
may be entitled under any statute, provision of the Articles of
Incorporation, bylaw, agreement, contract, vote of shareholders
or disinterested directors, or otherwise.
In furtherance and not in limitation of the powers conferred by statute:
<PAGE>
1. The corporation may purchase and maintain
insurance on behalf of any person who is or was a
director, officer, employee or agent of the
corporation, or is serving in any capacity, at the
request of the corporation, any other corporation,
partnership, joint venture, trust, employee benefit
plan or other enterprise, against any liability or
expense incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or
not the corporation would have the power to indemnify
him or her against such liability or expense under the
provisions of law; and
2. The corporation may create a trust fund, grant a
security interest or lien on any assets of the
corporation and/or use other means (including, without
limitation, letters of credit, guaranties, surety bonds
and/or other similar arrangements), and enter into
contracts providing indemnification to the full extent
authorized or permitted by law and including as part
thereof provisions with respect to any or all of the
foregoing to ensure the payment of such amounts as may
become necessary to effect indemnification as provided
therein, or elsewhere.
ARTICLE VII
STOCK AND CERTIFICATES AND TRANSFERS
SECTION 1. Stock and Certificates and Transfers:
------------------------------------
All certificates for the shares of the capital stock of the
corporation shall be signed by the President or Vice-President,
and Secretary or Assistant Secretary. Each certificate shall
show upon its face that the corporation is organized under the
laws of Nevada, the number and par value, if any, of each share
represented by it, and the name of the person owning the shares
represented thereby, with the number of each share and the date
of issue. The transfer of any share or shares of stock in the
corporation may be made by surrender of the certificate issued
therefor, and the written assignment thereof by the owner or his
duly authorized Attorney in Fact. Upon such surrender and
assignment, a new certificate shall be issued to the Assignee as
he may be entitled, but without such surrender and assignment no
transfer of stock shall be recognized by the corporation. The
Board of Directors shall have the power concerning the issue,
transfer and registration of certificates for agents and
registrars of transfer, and may require all stock certificates to
bear signatures of either or both. The stock transfer books
shall be closed ten days before each meeting of the shareholders
and during such period no stock shall be transferred.
<PAGE>
SECTION 2. Right of First Refusal on Its Common Stock, $0.25 par value:
-----------------------------------------------------------
a. In case any holder of shares of the corporation's
common stock, $0.25 par value, and Series A Common
Stock, $0.25 par value (collectively, the "Common
Stock") shall wish to make any sale, transfer or other
disposition of all or any part of the Common Stock held
by him, he shall first notify the Secretary of the
corporation in writing designating the number of shares
of Common Stock which he desires to dispose of, the
name(s) of the person(s) to whom such shares are to be
disposed of, and the bona fide cash price at which such
shares are to be disposed of.
b. The corporation shall have a period of 30 calendar
days following the date of its receipt of such notice
to determine whether it wishes to purchase such shares
at the price stated therein. Such determination shall
be made by the corporation by its delivery to such
holder of a written acceptance of such offer within
such 30-day period. Such written acceptance shall
specify the date (to be not later than the tenth
calendar day following the date on which such 30-day
period expired), time and place at which such holder
shall deliver to the corporation the certificate(s) for
the shares of Common Stock to be so sold against the
delivery by the corporation of a certified or bank
cashier's check in the amount of the purchase price
therefor.
c. If the corporation shall not so accept such offer
within such 30-day period, then such holder shall be
entitled, for a period of 90 days commencing on the
first day after the date on which such 30-day period
expires, to dispose of all or any part of the shares of
Common Stock designated in such notice to the
corporation at the price set forth therein to the
prospective named transferee(s) and such transferee(s)
shall be entitled to have such shares transferred upon
the books of the corporation upon its acquisition
thereof at such price. If such holder shall not
dispose of all or any part of such shares within such
90-day period (or, in the event of a sale of part
thereof, the shares remaining untransferred), such
shares shall continue to be subject in all respects to
the provision of this Article VII, Sec. 2.
d. All certificates for shares of Common Stock shall,
so long as the provisions of this Article VII, Sec. 2
shall be in effect, bear the following legend:
<PAGE>
"The transfer of the shares represented by this
certificate is subject to a right of first refusal
by the corporation as provided in its By-Laws, and
no transfer of this certificate or the shares
represented hereby shall be valid or effective
unless and until such provision of the By-Laws
shall have been met. A copy of the By-Laws of the
corporation is available for inspection at the
principal office of the corporation."
e. The provisions of this Article VII, Sec. 2 may be
terminated or modified at any time by the affirmative
vote of not less than a majority of the then number of
directors of the corporation. Each holder of shares of
Common Stock shall be notified of any such termination
and shall have the right to exchange his outstanding
certificate for such shares for a certificate without
the aforesaid legend.
f. The provisions of this Article VII, Sec. 2 may be
extended to other classes or series of the
corporation's stock prior to the issuance thereof upon
the affirmative vote of not less than a majority of the
then number of directors of the corporation.
g. The provisions of Section 2 of Article VII shall
not apply to shares of the corporation's Common Stock
(i) sold, transferred, or otherwise disposed of by the
Trust under the AMERCO Employee Savings, Profit Sharing
and Employee Stock Ownership Plan, (ii) sold in a bona
fide underwritten public offering or in a bona fide
public distribution pursuant to Rule 144 under the
Securities Act of 1933 (provided however that if such
public distribution is pursuant to Rule 144(k) then,
notwithstanding the provisions of Rule 144(k), such
distribution shall comply with the "manner of sale"
requirements of Rule 144(f) and (g)), or (iii) sold,
transferred, or otherwise disposed of by a member of
the public who acquired such Common Stock in a
transaction permitted by this Paragraph g.
SECTION 3. Lost Certificates:
-----------------
In the event of the loss, theft or destruction of any certificate
representing shares of stock of this corporation, the corporation
may issue (or, in the case of any such stock as to which a
transfer agent and/or registrar have been appointed, may direct
such transfer agent and/or register to countersign, register and
issue) a replacement certificate in lieu of that alleged to be
lost, stolen or destroyed, and cause the same to be delivered to
<PAGE>
the owner of the stock represented thereby, provided that the
owner shall have submitted such evidence showing the
circumstances of the alleged loss, theft or destruction, and his
or her ownership of the certificate as the corporation considers
satisfactory, together with any other facts which the corporation
considers pertinent, and further provided that an indemnity
agreement and/or indemnity bond shall have been provided in form
and amount satisfactory to the corporation and to its transfer
agents and/or registrars, if applicable.
ARTICLE VIII
FISCAL YEAR
SECTION 1. Fiscal Year:
-----------
The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
ARTICLE IX
AMENDMENT OF BY-LAWS
SECTION 1. Amendment of By-Laws by the Board of Directors:
----------------------------------------------
The By-Laws may be amended by a majority vote of the Board of
Directors of this corporation at any meeting of the Board of
Directors.
SECTION 2. Shareholder Amendment of By-Laws:
--------------------------------
The By-Laws may be amended by an affirmative vote of shares
possessing two-thirds or more of the votes that are generally
(not just as the result of the occurrence of a contingency)
entitled to vote for the election of the members of the Board of
Directors of this corporation. Such vote must be by ballot at a
duly constituted meeting of the shareholders, the notice of which
meeting must include the proposed amendment.
<PAGE>
CERTIFICATE
I, Gary V. Klinefelter, Secretary of AMERCO, a Nevada
corporation, do hereby certify that the foregoing is a true and
correct copy of the corporation's Restated By-Laws, and that such
Restated By-Laws are in full force and effect as of the date
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of the corporation this 15th day of August, 1995.
/S/ Gary V. Klinefelter
___________________________________
Gary V. Klinefelter, Secretary
<PAGE>
Senior Loan
PROMISSORY NOTE
$40,209,333.07 dated as of July 1, 1995
FOR VALUE RECEIVED, the undersigned Two SAC Self-Storage
Corporation, a Nevada corporation (the "Maker" or the
-----
"undersigned"), promises to pay to the order of Nationwide
-----------
Commercial Co. ("Payee"), an Arizona corporation, at the
-----
principal office of the Payee at 2721 N. Central Avenue, Phoenix,
Arizona 85004 or at such other place or places as the holder
hereof may from time to time designate in writing, the principal
sum of FORTY MILLION TWO HUNDRED NINE THOUSAND THREE HUNDRED
THIRTY THREE AND 07/100 DOLLARS ($40,209,333.07), or, if less,
the aggregate unpaid principal amount of the Loan made by Payee
to Maker, with Interest (as hereinafter defined) on the principal
balance outstanding from time to time all as hereinafter set
forth.
1. Definitions. As used in this Note, each of the following
-----------
terms shall have the following meanings, respectively:
"Affiliate": shall mean, as to any Person, any
-----------
other Person directly or indirectly controlling,
controlled by or under direct or indirect common
control with, such Person. "Control" as used herein
means the power to direct the management and policies
of the controlled Person.
"Assignment and Pledge Agreement": shall mean that
---------------------------------
certain Assignment and Pledge Agreement (Lockbox) of
even date herewith between the Maker, the Payee, the
Project Manager and the Servicer.
"Assignment of Management Agreement": shall have
------------------------------------
the meaning given it in Section 14 hereof.
----------
"Capital Expenditure Account": shall mean the
------------------------------
reserve account required to be established for capital
expenditures in Section 1.19 of the Mortgage and by the
------------
Collection Account Agreement.
"Capital Expenditure Reserve Deposit": shall mean
-------------------------------------
for any calendar quarter the deposit actually made by
(or on behalf of) the Payee into the Capital
Expenditure Account which deposit shall not exceed
three percent (3.0%) of Gross Receipts for such
quarter.
"Collection Account Agreement": shall mean that
------------------------------
certain Collection Account Agreement of even date
herewith among the Maker, the Payee, the Servicer, the
Junior Lender and the Project Manager.
<PAGE>
"Debt Papers": shall mean the documents and
--------------
instruments included within the definition of the term
"Debt Papers" as provided in Section 14 below.
----------
"Environmental Indemnity Agreement": shall have
-----------------------------------
the meaning given it in Section 14 below.
----------
"GAAP": shall mean generally accepted accounting
------
principles as used and understood in the United States
of America from time to time.
"Gross Receipts": shall mean, for any period all gross
----------------
receipts, revenues and income of any and every kind collected or
received by or for the benefit or account of Maker during such
period arising from the ownership, rental, use, occupancy or
operation of the Project or any portion thereof. Gross Receipts
shall include, without limitaion, all receipts from all tenants,
licensees and other occupants and users of the Project or any
portion thereof, including, without limitation, rents, security
deposits and the like, interest earned and paid or credited on all
Maker's deposit accounts related to the Project, all proceeds of
rent or business interruption insurance, and the proceeds of all
casualty insurance or eminent domain awards to the extend not
(i) applied, or reserved and applied within
six (6) months after the creation of such reserve, to the
restoration of the Project in accordance with the Mortgage or
(ii) paid to Holder to reduce the principal amount of the Loan.
Gross Receipts shall include the net commission payable from U-
Haul International, Inc. for the rental of its equipment. Gross
Receipts shall not include any capital contributed to Maker,
whether in the form of a loan or equity, or any proceeds from any
loan made to Maker. For the purpose of calculating the Permitted
Management Fee and the Capital Expenditure Reserve Deposit, Gross
Receipts shall also exclude sales taxes collected by the Maker in
connection with the operation of the Project and held in trust
for payment to the taxing authorities. Any receipt included
within Gross Receipts in one period shall not be included within
Gross Receipts for any other period (i.e., no item of revenue or
----
receipts shall be counted twice).
"Highest Lawful Rate": shall mean the maximum rate
---------------------
of interest which the Holder is allowed to contract
for, charge, take, reserve, or receive under applicable
law after taking into account, to the extent required
by applicable law, any and all relevant payments or
charges hereunder.
"Holder": shall mean at any particular time, the
--------
Person which is then the holder of this Note.
"Interest": shall have the meaning given it in
----------
Section 2 below.
---------
"Junior Lender": shall mean Nationwide Commercial
--------------
Co. and its successors and assigns in its capacity as
the maker of the Junior Loan.
"Junior Loan": shall mean that certain loan in
-------------
the amount of $9,988,627.00 made by the Junior Lender
<PAGE>
to the Maker evidenced by a promissory note of even
date herewith.
"Loan": shall mean the mortgage loan made by Payee
------
to Maker and evidenced by the Note. The Loan, which
shall not exceed the face amount of this Note, shall be
disbursed beginning on the date hereof in amounts and
times determined by Payee with no disbursements
occurring after October 31, 1995. From time to time,
the principal balance of this Note shall be the sum of
the Loan disbursements made as of such time less any
principal payments made pursuant to Section 3 hereof.
---------
"Loan Year": shall mean a year commencing on the
-----------
date of this Note, or an anniversary thereof, and
ending 365 days (or 366 days in a leap year)
thereafter.
"Management Fee": shall mean the fee paid to the
----------------
Project Manager pursuant to the Property Management
Agreement which fee shall in no event exceed six
percent (6.0%) of Gross Receipts.
"Material Adverse Effect": shall mean the likely
-------------------------
inability or reasonably anticipated inability of Maker
to pay the Loan and perform its other obligations in
compliance with the terms of the Debt Papers.
"Maturity Date": shall mean the first to occur of
---------------
the Stated Maturity Date and the earlier date (if any)
on which the unpaid principal balance of, and unpaid
Interest on, this Note shall become due and payable on
account of acceleration by the Holder hereof.
"Mortgage": shall mean collectively the Deeds of
----------
Trust (and Mortgages, and Deeds to Secure Debt),
Assignment of Leases and Rents, Security Agreement and
Financing Statement securing this Note, as the same may
be amended, modified or restated from time to time and
together with all replacements and substitutions
therefor. The Mortgage is more fully identified in
Section 14 below.
----------
"Net Cash Flow": shall mean, for any period, the
---------------
amount by which the Gross Receipts for such period
exceed the sum of Interest paid during such period and
Operating Expenses for and with respect to such period,
but Net Cash Flow for any period shall not be less than
zero.
"Note": shall mean this Promissory Note as it may
------
be amended, modified, extended or restated from time to
time, together with all substitutions and replacements
therefor.
"Operating Expenses": shall mean, for any period,
--------------------
all cash expenditures of Maker actually paid (and
properly payable) during such period for (i) payments
into escrow pursuant to the Debt Papers for real and
personal property taxes; (ii) real and personal
property taxes on the Project (except to the extent
paid from escrowed funds); (iii) premiums for liability
<PAGE>
and property insurance on the Project; (iv) the Capital
Expenditure Reserve Deposit; (v) the Management Fee;
(vi) sales and rental taxes relating to the Project
(except to the extent paid from the Tax and Insurance
Escrow Account); and (vii) normal and customary
operating expenses of the Project. In no event shall
Operating Expenses include amounts distributed to the
partners or shareholder's of Maker, payments to
Affiliates not permitted under Section 7(d) below, any
------------
payments made on the Loan or any other loan obtained by
Maker, amounts paid out of any funded reserve expressly
approved by Holder, non-cash expenses such as
depreciation, or any cost or expense related to the
restoration of the Project in the event of a casualty
or eminent domain taking paid for from the proceeds of
insurance or an eminent domain award or any reserve
funded by insurance proceeds or eminent domain awards.
"Person": shall mean any corporation, natural
--------
person, firm, joint venture, general partnership,
limited partnership, limited liability company, trust,
unincorporated organization, government or any
department or agency of any government.
"Pooling and Servicing Agreement": shall mean the
---------------------------------
agreement pursuant to which the Debt Papers are held by
the Trustee for the benefit of holders of certain
Commercial Mortgage Pass-Through Certificates.
"Present Value": shall have the meaning given such
---------------
term in Section 4(c) below.
------------
"Project": shall mean the Real Estate, the
---------
Improvements and the Goods (as such terms are defined
in the Mortgage), taken together collectively.
"Project Manager": shall have the meaning given it
-----------------
in Section 6(j) below.
------------
"Property Management Agreement": shall have the
-------------------------------
meaning given such term in Section 6(j) below.
------------
"Requirements of Law": shall mean, as to any
----------------------
Person, requirements as set out in the provisions of
such Person's Certificate of Incorporation and Bylaws
(in the case of a corporation) partnership agreement
and certificate or statement of partnership (in the
case of a partnership) or other organizational or
governing documents, or as set out in any law, treaty,
rule or regulation, or final and binding determination
of an arbitrator, or determination of a court or other
federal, state or local governmental agency, authority
or subdivision applicable to or binding upon such
Person or any of its property or to which such Person
or any of its property is subject, or in any private
covenant, condition or restriction applicable to or
binding upon such Person or any of its property or to
which such Person or any of its property is subject.
"Sale": shall mean any direct or indirect sale,
------
assignment, transfer, conveyance, lease (except for
leases of terms not exceeding 1 year to tenants in the
ordinary course of business complying with standards
and in a form approved by Payee) or disposition of any
<PAGE>
kind whatsoever of the Project, or of any portion
thereof or interest (whether legal, beneficial or
otherwise) or estate in any thereof, or (if Maker is a
general or limited partnership) any part of any general
partner's interest in Maker or in any general partner
in Maker, or (if Maker is a limited partnership) 50% or
more (in the aggregate of all such sales, transfers,
assignments, etc., made at any time or from time to
time, taken together) of all the partnership interests
in Maker (except for a Permitted Sale), or the entering
into of any contract or agreement to do any of the
foregoing.
"Security Agreement and Assignment (Management
-------------------------------------------------
Agreement)": shall mean that certain Security Agreement
-----------
and Assignment (Management Agreement) of even date
herewith between the Maker and the Payee.
"Security Documents": shall mean the documents
---------------------
and instruments included within the definition of the
term "Security Documents" as provided in Section 14
------------------ -----------
below.
"Servicer": shall mean the Person employed by the
----------
Payee to manage and control the accounts subject to the
Assignment and Pledge Agreement and the Collection
Account Agreement.
"Stated Maturity Date": shall mean June 30, 2005
----------------------
or on demand by Payee.
"Tax and Insurance Escrow Account": shall have the
----------------------------------
meaning given it in the Collection Account Agreement.
"Treasury Yield": shall have the meaning given
-----------------
such term in Section 4(c) below.
------------
"Trustee": shall mean any Person (and such
---------
Person's successors and assigns) to whom the Debt
Papers are assigned to be held in trust by such Person
for the benefit of holders of Commercial Mortgage Pass-
Through Certificates.
"Yield Maintenance Premium": shall have the
-----------------------------
meaning given such term in Section 4(c) below.
------------
Any term that is capitalized but not specifically defined in this
Note, which is capitalized and defined in the Mortgage, shall
have the same meaning for purposes hereof as the meaning assigned
to it in the Mortgage.
2. Interest.
--------
(a) Prior to the Maturity Date, interest ("Interest") shall
--------
accrue on the principal balance outstanding hereunder from time
to time at the rate of: eight and one quarter percent (8.25%) per
annum, to be paid in cash, on the last day of each calendar month
commencing on the last day of the first calendar month
<PAGE>
immediately following the date of this Note. From and after the
Maturity Date, "Interest" will accrue and will be payable on
demand at the rate of twelve percent (12%) per annum. All
Interest referred to herein shall be calculated on the basis of a
three hundred sixty (360) day year consisting of twelve (12)
thirty (30) day months.
(b) The provisions of this Section 2(b) shall govern and
------------
control over any irreconcilably inconsistent provision contained
in this Note or in any other document evidencing or securing the
indebtedness evidenced hereby. The Holder hereof shall never be
entitled to receive, collect, or apply as interest hereon (for
purposes of this Section 2(b), the word "interest" shall be
------------
deemed to include Interest and any other sums treated as interest
under applicable law governing matters of usury and unlawful
interest), any amount in excess of the Highest Lawful Rate
(hereinafter defined) and, in the event the Holder ever receives,
collects, or applies as interest any such excess, such amount
which would be excessive interest shall be deemed a partial
prepayment of principal and shall be treated hereunder as such;
and, if the principal of this Note is paid in full, any remaining
excess shall forthwith be paid to Maker. In determining whether
or not the interest paid or payable, under any specific
contingency, exceeds the Highest Lawful Rate, Maker and the
Holder shall, to the maximum extent permitted under applicable
law, (i) characterize any nonprincipal payment as an expense, fee
or premium rather than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) spread the total
amount of interest throughout the entire contemplated term of
this Note; provided, that if this Note is paid and performed in
full prior to the end of the full contemplated term hereof, and
if the interest received for the actual period of existence
hereof exceeds the Highest Lawful Rate, the Holder shall refund
to Maker the amount of such excess or credit the amount of such
excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any
laws for contracting for, charging, or receiving interest in
excess of the Highest Lawful Rate.
3. Principal Payments. During the term of the Loan, the
------------------
Maker will make to the Holder of this Note on the last day of
each calendar month commencing on August 1, 1995, a principal
payment for the calendar month, in an amount such that the sum of
(a) the Interest due on such date plus (b) the principal due on
such date shall equal $342,609.93, without offset, defense,
counterclaim or right of set-off or recoupment. Notwithstanding
the foregoing, in the event of a partial prepayment of this Note,
the remaining scheduled principal payments shall be adjusted to
the fixed monthly payment necessary to fully amortize the
remaining principal of the Note by January 1, 2015 while paying
interest at the rate of eight and one-quarter percent (8.25%) per
annum on the outstanding principal balance of this Note, from
time to time. The unpaid principal balance of this Note shall be
finally due and payable on the Maturity Date.
4. Payments.
--------
(a) Interest and Principal. Maker promises to pay to the
----------------------
Holder hereof Interest as, in the respective amounts, and at the
respective times provided in Section 2 hereinabove an principal
---------
as, in the amounts, and at the times respectively provided in
<PAGE>
Section 3 hereinabove. Maker also agrees that, on the Maturity
---------
Date, Maker will pay to the Holder the entire principal balance
of this Note then outstanding, together with all Interest accrued
hereunder and not theretofore paid. Each payment of principal
of, Interest on, or any other amounts of any kind with respect
to, this Note shall be made by the Maker to the Holder hereof at
its office in Phoenix, Arizona (or at any other place which the
Holder may hereafter designate for such purpose in a notice duly
given to the Maker hereunder), not later than noon, Eastern
Standard time, on the date due thereof; and funds received after
that hour shall be deemed to have been received by the Holder on
the next following business day. Whenever any payment to be made
under this Note shall be stated to be due on a date which is not
a business day, the due date thereof shall be extended to the
next succeeding business day, and interest shall be payable at
the applicable rate during such extension.
(b) Late Payment Charges. If any amount of Interest, principal
--------------------
or any other charge or amount which becomes due and payable under
this Note is not paid and received by the Holder within five
business days after the date it first becomes due and payable,
Maker shall pay to the Holder hereof a late payment charge in an
amount equal to five percent (5.0%) of the full amount of such
late payment, whether such late payment is received prior to or
after the expiration of the ten-day cure period set forth in
Section 8(a). Maker recognizes that in the event any payment
------------
secured hereby (other than the principal payment due upon
maturity of the Note, whether by acceleration or otherwise) is
not made when due, Holder will incur extra expenses in handling
the delinquent payment, the exact amount of which is impossible
to ascertain, but that a charge of five percent (5%) of the
amount of the delinquent payment would be a reasonable estimate
of the expenses so incurred. Therefore, if any such payment is
not received when due and payable, Maker shall without
prejudicing or affecting any other rights or remedies of the
trustee under those certain Senior Deeds of Trust (or Senior
Mortgages, or Senior Deeds to Secure Debt), Assignment of Leases
and Rents, Security Agreement, Financing Statement and Fixture
Filing of even date herewith or Holder pay to Holder to cover
expenses incurred in handling the delinquent payment, an amount
calculated at five percent (5%) of the amount of the delinquent
payment.
(c) No Prepayment. The principal of this Note may not be
-------------
voluntarily prepaid in whole or in part during the period ending
on the date six (6) months prior to the stated Maturity Date.
Maker shall have the right to prepay this Note at any time
thereafter, but only subject to the requirements and conditions
set forth below. If under any circumstances whatsoever this Note
is paid in whole or in part prior to the period ending on the
date six (6) months prior to the stated Maturity Date, whether
voluntarily, following acceleration after the occurrence of an
Event of Default, with the consent of Holder, by Holder's
application of any condemnation or insurance proceeds to amounts
due under the Note, by operation of law or otherwise, and whether
or not such payment prior to the Stated Maturity Date results
from the Holder's exercise of its rights to accelerate the
indebtedness evidenced hereby, then Maker shall pay to the Holder
the Yield Maintenance Premium (defined hereinbelow) in addition
<PAGE>
to paying the entire unpaid principal balance of this Note and
all Interest which has accrued but is unpaid.
If those certain Senior Deeds of Trust (or Senior
Mortgages, or Senior Deeds to Secure Debt), Assignment
of Leases and Rents, Security Agreement, Financing
Statement and Fixture Filing or any obligation secured
thereby provides for any charge for prepayment of any
indebtedness secured thereby, Maker agrees to pay said
charge if for any reason (except as otherwise expressly
provided in this Note or Senior Deeds of Trust, Senior
Mortgages, or Senior Deeds to Secure Debt) any of said
indebtedness shall be paid prior to the stated maturity
date thereof, even if and notwithstanding that an Event
of Default shall have occurred and Holder, by reason
thereof, shall have declared said indebtedness or all
sums secured hereby immediately due and payable, and
whether or not said payment is made prior to or at any
sale held under or by virtue of this Note or the Senior
Deeds of Trust, Senior Mortgages, or Senior Deeds to
Secure Debt.
Without limiting the scope of the foregoing
provisions, the provisions of this paragraph shall
constitute, within the meaning of any applicable state
statute, both a waiver of any right Maker may have to
prepay the Note, in whole or in part, without premium
or charge, upon acceleration of the maturity of the
Note, foreclosure of the Senior Deeds of Trust, Senior
Mortgages, or Senior Deeds to Secure Debt, or
otherwise, and an agreement by Maker to pay the
prepayment charge described in this Note, whether such
prepayment is voluntary or upon or following any
acceleration of this Note, foreclosure of those Senior
Deeds of Trust, Senior Mortgages, or Senior Deeds to
Secure Debt, including, without limitation, any
acceleration following a transfer, conveyance or
disposition of the trust estate except as expressly
permitted hereunder, and for such purpose Maker has
separately initialled this provision in the space
provided below, and Maker hereby declares that Holder's
agreement to make the Loan to Maker at the interest
rate and for the term set forth in the Note constitutes
adequate consideration, of individual weight, for this
waiver and agreement by Maker.
Maker's Initials: /S/ E J Shoen
_____________
For purposes hereof, "Yield Maintenance Premium" means
-------------------------
the sum of (i) one percent (1%) of the unpaid principal balance
of the Note plus (ii) one percent (1%) of the unpaid principal
balance of the Note plus (ii) the amount (but not less than zero)
equal to the excess, if any, of subclause (A) over subclause (B)
when (A) and (B) equal:
(A) the sum of the Present Values (as hereinafter
defined) of the remaining payments of principal and
Interest on the Note (assuming such Interest and
principal payments were made at the times and in the
amounts when due but that no further principal payments
were made until the period ending on the date six (6)
months prior to the Stated Maturity Date); and
(B) the then outstanding principal balance of the
Note and accrued Interest since the last date of
<PAGE>
payment of Interest.
For purposes of this definition, "Present Value"
-------------
shall be determined in accordance with generally
accepted financial practice in the United States of
America on a monthly basis at a discount rate equal to
the sum of the applicable Treasury Yield; and the
"Treasury Yield" for such purpose shall be determined
---------------
as of 10:00 A.M., New York City time on the fifth
Business Day prior to the date of such prepayment of
the Note by reference to the yields of those actively
traded United States Treasury securities having a
maturity on the period ending on the date six (6)
months prior to the Stated Maturity Date of this Note
or if there is no actively traded United Treasury
security having such a maturity date then of all such
securities having maturities after the period ending on
the date six (6) months prior to the Stated Maturity
Date, the security having the maturity date closest to
the period ending on the date six (6) months prior to
the Stated Maturity Date.
5. Representations and Warranties of Maker. Maker represents
---------------------------------------
and warrants to Payee, as of the date hereof, that:
(a) Due Authorization. Maker is a partnership or corporation
-----------------
duly organized under the laws of the state of its organization,
with the authority to own the Project and enter into the Debt
Papers and consummate the transactions contemplated thereby;
(b) No Violation. Maker's execution, delivery and performance
------------
of its obligations under the Debt Papers do not and will not
violate the partnership agreement (or, if Maker is a corporation,
the articles of incorporation or by-laws) of Maker and will not
violate, conflict with or constitute a default under any
agreement to which Maker is a party or by which the Project is
bound or encumbered, or violate any Requirements of Law to which
Maker or the Project is subject;
(c) Consents. No consents, approvals, filings, or notices of,
--------
with or to any Person are required on the part of Maker in
connection with Maker's execution, delivery and performance of
its obligations under the Debt Papers that have not been duly
obtained, made or given, as the case may be;
(d) Enforceability. The Debt Papers are valid, binding and
--------------
enforceable in accordance with their terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or similar laws relating to or
affecting the enforcement of creditors' rights generally;
(e) Zoning and Other Laws. The Project and the use thereof as
---------------------
a self-storage facility, separate and apart from any other
properties, constitutes a legal and conforming use under
applicable zoning regulations and each such Project is in
compliance in all material respects with all applicable
Requirements of Law;
<PAGE>
(f) Litigation. No litigation, investigation or proceeding or
----------
notice thereof before any arbitrator or governmental authority,
agency or subdivision is pending or, to Maker's best knowledge,
threatened, against Maker or the Project;
(g) Utilities. All utilities required by Requirements of Law
---------
or by the normal and intended use of the Project are installed to
the property line and connected by valid permits; and
(h) Easements. Maker has obtained and has encumbered in favor
---------
of Holder pursuant to the Mortgage all easements, appurtenances
and rights of way necessary for access to and the normal uses of
the Project; and
(i) Place of Business. Maker is located at 715 S. Country Club
-----------------
Drive, Mesa, Arizona 85210, and that address is its only place of
business or its chief executive office.
6. Affirmative Covenants. Maker hereby covenants and agrees
---------------------
that, so long as any indebtedness under the Note remains unpaid,
Maker shall:
(a) Use of Proceeds. Use the proceeds of the Loan to repay
---------------
certain indebtedness presently outstanding against the Project
and held by Payee.
(b) Financial Statements. Deliver or cause to be delivered to
--------------------
Holder, the Trustee and the Servicer:
(i) As soon as available and in any event within 90 days
after the end of each calendar year, annual financial reports on
the Project showing all income and expenses certified to be
accurate and complete by an officer of the managing general
partner of Maker (or, if Maker is a corporation, of Maker); and
(ii) As soon as available and in any event within 45 days after
the end of each of the first three calendar quarters of each
year, (1) a detailed comparative earnings statement for such
quarter and for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter, and (2)
financial reports on the Project showing all income and expenses,
certified to be accurate and complete by an officer of the
managing general partner of Maker (or, if Maker is a corporation,
of Maker); and
(iii) Promptly, such additional financial and other
information (including, without limitation, information regarding
the Project) as Holder, the Trustee or the Servicer may from time
to time reasonably request.
(c) Inspection of Property; Books and Records; Discussions.
------------------------------------------------------
Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all Requirements of
<PAGE>
Law shall be made of all dealings and transactions in relation to
its business and activities and, upon reasonable notice, permit
representatives of Holder, the Trustee, and the Servicer to
examine and make abstracts from any of its books and records at
any reasonable time and as often as may reasonably be desired by
Holder, the Trustee or the Servicer and to discuss the business,
operations, properties and financial and other conditions of
Maker with officers and employees of Maker and with its
independent certified public accountants.
(d) Notices. Give prompt written notice to Holder, the
-------
Trustee and the Servicer of (a) any claim, proceedings or
disputes (whether or not purportedly on behalf of Maker) against,
or to Maker's knowledge, threatened or affecting Maker or the
Project which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect (without in any way
limiting the foregoing, claims, proceedings, or disputes
involving in the aggregate monetary amounts in excess of $15,000
not fully covered by insurance shall be deemed to be material,
exclusive or deductibles in and amount not to exceed $1,000), or
(b) any proposal by any public authority to acquire the Project
or any portion thereof.
(e) Expenses. Pay legal fees of its own legal counsel in
--------
connection with the preparation and negotiation of the Debt
Papers and pay all reasonable out-of-pocket expenses (including
fees and disbursements of counsel, including special local
counsel) of Holder, incident to any amendments, wavers and
renewals relating to the Debt Papers and the protection of the
rights of Holder under the Debt Papers whether by judicial
proceedings or otherwise, including, without limitation, in
connection with bankruptcy, insolvency, liquidation,
reorganization, moratorium or other similar proceedings involving
Maker or a "workout" of the Loan. The obligations of maker under
this Section 6(e) shall survive repayment of the Loan.
------------
(f) Debt Papers. Comply with and observe all terms and
-----------
conditions of the Debt Papers.
(g) INDEMNIFICATION. INDEMNIFY AND HOLD HARMLESS HOLDER AND
---------------
ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (THE
"INDEMNIFIED PARTIES") FROM AND AGAINST ALL DAMAGES AND
-------------------
LIABILITIES (COLLECTIVELY AND SEVERALLY, "LOSSES") ASSESSED
------
AGAINST ANY OF THEM RESULTING FROM THE CLAIMS OF ANY PARTY
RELATING TO OR ARISING OUT OF THE DEBT PAPERS OR THE TRANSACTIONS
CONTEMPLATED THEREBY, EXCEPT FOR LOSSES CAUSED BY THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY, AND
REIMBURSE EACH INDEMNIFIED PARTY FOR ANY EXPENSES (INCLUDING THE
FEES AND DISBURSEMENTS OF LEGAL COUNSEL) REASONABLY INCURRED IN
CONNECTION WITH THE INVESTIGATION OF, PREPARATION FOR OR DEFENSE
OF ANY ACTUAL OR THREATENED CLAIM, ACTION OR PROCEEDING ARISING
<PAGE>
THEREFROM (INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY
REQUEST OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH
OTHER
INDEMNIFIED PERSON IS A PARTY THERETO. WITHOUT DEROGATING THE
PROVISIONS OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND AGREED BY
----------------
MAKER THAT THE INDEMNIFICATION RIGHTS OF THE INDEMNIFIED PARTIES
HEREUNDER ARE IN ADDITION TO AND CUMULATIVE WITH ALL OTHER
RIGHTS
OF THE INDEMNIFIED PARTIES. WITH REFERENCE TO THE PROVISIONS SET
FORTH ABOVE IN THIS SECTION 6(g) FOR PAYMENT BY MAKER OF
------------
ATTORNEY'S FEES INCURRED BY THE INDEMNIFIED PARTIES IN ANY ACTION
OR CLAIM BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT ADMITS
LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY DEFEND
SUCH INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE DEFENSE. IF
HOLDER OR ANY OTHER SUCH INDEMNIFIED PARTY DESIRES TO ENGAGE
SEPARATE COUNSEL, IT MAY DO SO AT ITS OWN EXPENSE; PROVIDED,
HOWEVER, THAT SUCH LIMITATION ON THE OBLIGATION OF MAKER TO PAY
THE FEES OF SEPARATE COUNSEL FOR SUCH INDEMNIFIED PARTY SHALL NOT
APPLY IF SUCH INDEMNIFIED PARTY HAS RETAINED SAID SEPARATE
COUNSEL BECAUSE OF A REASONABLE BELIEF THAT MAKER IS NOT
DILIGENTLY DEFENDING IT AND/OR NOT DILIGENTLY CONDUCTING THE
DEFENSE AND SO NOTIFIES MAKER. THE OBLIGATIONS OF MAKER UNDER
THIS SECTION 6(g) SHALL SURVIVE REPAYMENT IN FULL OF THE
------------
INDEBTEDNESS EVIDENCED HEREBY. IT IS THE INTENT OF THIS SECTION
-------
6(g) THAT THE MAKER SHALL INDEMNIFY AND HOLD HARMLESS THE
----
INDEMNIFIED PARTIES FROM LOSSES OCCASIONED BY THE ACTS OR
OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE
INDEMNIFIED PARTIES.
MAKER'S INITIALS /S/ E J SHOEN
-------------
(h) Co-operation. Execute and deliver to Holder any and all
------------
instruments, documents and agreements, and do or cause to be done
from time to time any and all other acts, reasonably deemed
necessary or desirable by Holder to effectuate the provisions and
purposes of the Debt Papers.
(i) Requirements of Law. Comply at all times with all
-------------------
Requirements of Law.
(j) Management Agreement. Cause or permit the Project to be
--------------------
initially managed by a subsidiary of U-Haul International, Inc.
and to be at all times managed by a nationally recognized self-
storage property management company (the "Project Manager")
---------------
designated by the Holder, which Property Manager shall be
employed pursuant to an agreement (the "Property Management
-------------------
Agreement") approved by the Holder. In no event shall the fees
---------
<PAGE>
paid (or required to be paid) to the Project Manager exceed six
percent (6%) of Gross Receipts for any time period. The rights
of the Maker under the Property Management Agreement (and under
each successive one, if there is more than one) shall be assigned
to the Holder as additional security for this Note pursuant to an
assignment or assignments in form and substance satisfactory to
the Holder, and such assignment shall be acknowledged by the
Project Manager pursuant to a consent document acceptable to the
Holder.
7. Negative Covenants. Maker hereby agrees that, as long as
------------------
any indebtedness under the Note remains unpaid, Maker shall not,
directly or indirectly:
(a) Indebtedness. Create, incur or assume any Indebtedness
------------
except for: (i) the Loan; (ii) the Junior Loan; (iii) the
obligations of Maker under the Property Management Agreement; and
(iv) non-delinquent taxes.
(b) Consolidation and Merger. Liquidate or dissolve or enter
------------------------
into any consolidation, merger, partnership, joint venture,
syndicate or other combination (except for a merger or
consolidation for the purpose of, and having the effect of,
changing Maker's jurisdiction or organization).
(c) Transactions with Affiliates. Purchase, acquire or lease
----------------------------
any property from, or sell, transfer or lease any property to, or
lend or advance any money to, or borrow any money from, or
guarantee any obligation of, or acquire any stock, obligations or
securities of, or enter into any merger or consolidation
agreement, or any management or similar agreement with, any
Affiliate, or enter into any other transaction or arrangement or
make any payment to (including, without limitation, on account of
any management fees, service fees, office charges consulting
fees, technical services charges or tax sharing charges) or
otherwise deal with, in the ordinary course of business or
otherwise, any Affiliate on terms which are unreasonably
burdensome or unfair, except (i) transactions relating to the
sharing of overhead expenses, including, without limitation,
managerial, payroll and accounting and legal expenses, for which
charges assessed against maker are not greater than would be
incurred by Maker in similar transactions with non-Affiliate, or
(ii) fair and reasonable transactions between Maker and U-Haul
International, Inc. and its related companies.
(d) Sales. Without obtaining the prior written consent of
-----
Holder (which Holder may withhold or condition in its sole and
absolute discretion), cause, permit or acquiesce in any Sale or
Financing.
(e) Distributions. Notwithstanding anything to the contrary
-------------
contained in this Note or the Debt Papers, Maker shall not make
any distributions to any of its partners or shareholders, except
for distributions expressly permitted by the Assignment and
Pledge Agreement.
<PAGE>
8. Event of Default; Remedies. Any one of the following
--------------------------
occurrences shall constitute an Event of Default under this Note:
(a) The failure by the undersigned to make any payment of
principal or Interest upon this Note as and when the same becomes
due and payable in accordance with the provisions hereof, and the
continuation of such failure for a period of ten (10) days after
notice thereof to the Maker;
(b) Any representation, warranty or certification made by
Maker under any Debt Paper or in any report, certificate or
financial statement delivered to the Holder under or in
connection with any Debt Paper is materially inaccurate or
incomplete as of the date made; provided, however, that such
inaccurate or incomplete representation, warranty or
certification is material and cannot be cured without material
prejudice to the Holder within 30 days written notice thereof to
the Maker;
(c) The failure by Maker to perform any obligation under, or
the occurrence of any other default with respect to any provision
of, this Note, the Assignment of Management Agreement, or any of
the other Debt Papers other than as described in any of the other
clauses of this Section 8, and the continuation of such default
---------
for a period of 30 days after written notice thereof to the
Maker;
(d) The occurrence of any Default under the Mortgage, under
the Assignment and Pledge Agreement, the Assignment of Management
Agreement, or under any of the other Debt Papers;
(e) (i) Maker shall file, institute or commence any case,
proceeding or other action (A) under any existing or future law
of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have
an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian or
other similar official for it or for all or any substantial part
of its assets, or Maker shall make a general assignment for the
benefit of its creditors; or (ii) there shall be filed,
instituted or commenced against Maker any case, proceeding or
other action of a nature referred to in clause (i) above which
(A) results in the entry of any order for relief or any such
adjudication or appointment, or (B) remains undismissed or
undischarged for a period of 60 days; or (iii) there shall be
commenced against Maker any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or substantially all of its assets
which results in the entry of an order for any such relief which
shall not have been vacated, discharged, stayed, satisfied or
bonded to Holder's satisfaction pending appeal, within 60 days
from the first entry thereof; or (iv) Maker shall take any action
in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts described in any of the
preceding clauses (i), (ii) or (iii); or (v) Maker shall not, or
<PAGE>
shall be unable to, or shall admit in writing its inability to,
pay its debts as they become due, or shall in writing admit that
it is insolvent; or
(f) One or more judgments or decrees in an aggregate amount
exceeding $1,000,000.00 shall be entered against Maker and all
such judgments or decrees shall not have been vacated,
discharged, stayed, satisfied, or bonded to Holder's satisfaction
pending appeal within 60 days from the first entry thereof.
Upon the occurrence of any Event of Default hereunder: the entire
unpaid principal balance of, and any unpaid Interest then accrued
on, this Note shall, at the option of the Holder hereof and
without demand or notice of any kind to the undersigned or any
other person, immediately become and be due and payable in full
(except that such acceleration shall occur automatically upon the
occurrence of any Event of Default described in the preceding
clause (e) of this Section 8, without further action or decision
by Holder); and the Holder shall have and may exercise any and
all rights and remedies available at law or in equity and also
any and all rights and remedies provided in the Mortgage and any
of the other Security Documents.
9. Offset. In addition to (and not in limitation of) any
------
rights of offset that the Holder hereof may have under applicable
law, upon the occurrence of any Event of Default hereunder the
Holder hereof shall have the right, immediately and without
notice, to appropriate and apply to the payment of this Note any
and all balances, credits, deposits, accounts or moneys of the
Maker then or thereafter with or held by the Holder hereof.
10. Allocation of Balances or of Payments. At any and all
-------------------------------------
times until this Note and all amounts hereunder (including
principal, Interest, and other charges and amounts, if any) are
paid in full, all payments (whether of principal, Interest or
other amounts) made by the undersigned or any other person
(including any guarantor) to the Holder hereof may be allocated
by the Holder to principal, Interest or other charges or amounts
as the Holder may determine in its sole, exclusive and
unreviewable discretion (and without notice to or the consent of
any person).
11. Captions. Any headings or captions in this Note are
--------
inserted for convenience of reference only, and they shall not be
deemed to constitute a part hereof, nor shall they be used to
construe or interpret the provisions of this Note.
12. Waiver.
------
(a) Maker, for itself and for its successors, transferees and
assigns and all guarantors and endorsers, hereby waives
diligence, presentment and demand for payment, protest, notice of
protest and nonpayment, dishonor and notice of dishonor, notice
of the intention to accelerate, notice of acceleration, and all
other demands or notices of any and every kind whatsoever (except
only for any notice of default expressly provided for in Section 8
---------
<PAGE>
of this Note or in the Security Documents) and the undersigned
agrees that this Note and any or all payments coming due
hereunder may be extended from time to time in the sole
discretion of the Holder hereof without in any way affecting or
diminishing their liability hereunder.
(b) No extension of the time for the payment of this Note or
any payment becoming due or payable hereunder, which may be made
by agreement with any Person now or hereafter liable for the
payment of this Note shall operate to release, discharge, modify,
change or affect the original liability under this Note, either
in whole or in part, of the Maker if it is not a party to such
agreement.
(c) No delay in the exercise of any right or remedy hereunder
shall be deemed a waiver of such right or remedy, nor shall the
exercise of any right or remedy be deemed an election of remedies
or a waiver of any other right or remedy. Without limiting the
generality of the foregoing, the failure of the Holder hereof
promptly after the occurrence of any Event of Default hereunder
to exercise its right to declare the indebtedness remaining
unmatured hereunder to be immediately due and payable shall not
constitute a waiver of such right while such Event of Default
continues nor a waiver of such right in connection with any
future Event of Default on the part of the undersigned.
13. Payment of Costs. The undersigned hereby expressly agrees
----------------
that upon the occurrence of any Event of Default under this Note,
the undersigned will pay to the Holder hereof, on demand, all
costs of collection or enforcement of every kind, including (but
not limited to) all attorneys' fees, court costs, and other costs
and expenses of every kind incurred by the Holder hereof, on
demand, all costs of collection or enforcement of every kind,
including (but not limited to) all attorneys' fees, court costs,
and other costs and expenses of every kind incurred by the Holder
hereof in connection with the protection or realization of any or
all of the security for this Note, whether or not any lawsuit is
ever filed with respect thereto.
14. The Debt Papers. This Note is secured by, inter alia, (i)
--------------- ----- ----
certain Deeds of Trust (or Mortgages, or Deeds to Secure Debt),
Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by Maker to or for the benefit of
Payee, which creates a lien on real estate in the Project and
which also creates a security interest in personal property
located thereat or utilized in connection therewith; (ii) the
Security Agreement and Assignment (Management Agreement) (as
amended, modified or replaced from time to time, the "Assignment
----------
of Management Agreement"); (iii) the Assignment and Pledge
- -------------------------
Agreement (Lockbox); (iv) the Environmental Indemnity Agreement
(as amended from time to time, the "Environmental Indemnity
------------------------
Agreement"); and (v) the Collection Account agreement entered
- ---------
into in connection herewith (such documents together with each
and every additional document or instrument which may at any time
be delivered to the Holder hereof as security for this Note, as
any of the same may at any time or from time to time be amended,
modified or restated, and together with all substitutions and
replacements therefor, are sometimes referred to collectively
herein as the "Security Documents"). Reference should be made to
------------------
the Mortgage and the other Security Documents for a statement of
certain circumstances under which this Note may be accelerated
<PAGE>
and for a description of the property encumbered thereby and the
nature and extent of the security thereof. This Note, the
Security Documents and all other documents executed in connection
with the Note and the Security Documents are sometimes referred
to collectively herein as the "Debt Papers". This Note, the
-----------
Mortgage, and the other Debt Papers (if any) are hereby
incorporated by reference into this Note in their entirety, as
though the complete text of each of them were set out in full
here in the body of this Note.
15. Notices. All notices, demands and other communications
-------
hereunder to either party shall be deemed to have been given when
actually received or, if mailed, on the first to occur of actual
receipt or the third business day after the deposit thereof in
the United States mails, by registered or certified mail, postage
prepaid, addressed as follows:
If to the Maker: Two SAC Self-Storage Corporation,
a Nevada corporation,
715 South Country Club Drive
Mesa, AZ 85210
If to the Holder: Nationwide Commercial Co.
c/o Amerco
2721 North Central Avenue
Phoenix, Arizona 85004
Attention: Donald Murney or
Treasurer
with a copy to: Nationwide Commercial Co.
c/o Amerco
2721 North Central Avenue
Phoenix, Arizona 85004
Attention: Gary V. Klinefelter or
General Counsel
or to either party at such other address in the 48 contiguous
continental United States of America as such party may designate
as its address for the receipt of notices hereunder in a written
notice duly given to the other party.
16. Time of the Essence. Time is hereby declared to be of the
-------------------
essence of this Note and of every part hereof.
17. Governing Law. This Note shall be governed by and
--------------
construed in accordance with the internal laws of the State of
Arizona.
<PAGE>
18. Jurisdiction. In any controversy, dispute or question
------------
arising hereunder or under the other Debt Papers, the Maker
consents to the exercise of jurisdiction over its person and
property by any court of competent jurisdiction situated in the
State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State
of Arizona), and in connection therewith, agrees to submit to,
and be bound by, the jurisdiction of such court upon the Holder's
mailing of process by registered or certified mail, return
receipt requested, postage prepaid, within or without the State
of Arizona, to the Maker at its address for receipt of notices
under this Note.
19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES
----------------------------
WHATSOEVER SHALL THE HOLDER OF ThIS NOTE BE DEEMED TO BE A
PARTNER OR A CO-VENTURER WITh MAKER OR WITH ANY OTHER PERSON.
MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER AND THE
HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS
BY THE HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR
PRIVILEGES HEREOF OR IN ENFORCING THIS NOTE OR THE OTHER DEBT
PAPERS WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF
ITS ROLE AS A SECURED LENDER.
20. Limitation of Personal Liability. Except for fraud or
--------------------------------
knowing misrepresentations, neither Maker nor any partner in
Maker shall be liable personally to pay this Note or the
indebtedness evidenced hereby, and the Holder shall not seek any
personal or deficiency judgment on this Note except for fraud or
knowing misrepresentations, and the sole remedy of the Holder
hereunder or under any of the other Debt Papers shall (except for
fraud, misappropriation of funds or knowing misrepresentations)
be under the Security Documents for enforcement thereof or shall
otherwise be against the Collateral (defined for purposes hereof
as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes
hereof as defined in the Mortgage); provided, however, that the
foregoing shall not in any way diminish or affect (i) any rights
the Holder may have (as a secured party or otherwise) to, against
or with respect to the Collateral or any other property at any
time securing any of the liabilities, (ii) any rights of the
Holder against the Maker with respect to any fraud,
misappropriation of funds or knowing misrepresentation, or (iii)
any rights of the Holder under or with respect to any guaranty at
any time furnished to the Holder relating to or concerning any of
the Liabilities.
21. JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT TO
----------
A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS NOTE OR ANY DEBT PAPERS TO WHICH IT IS A
PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP
EXISTING IN CONNECTION WITH THIS NOTE OR ANY DEBT PAPERS, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.
<PAGE>
22. Assignment to the Trustee. It is the intention of the
-------------------------
Payee that this Note and the other Debt Papers shall be assigned
by mesne conveyances to the Trustee to be held by the Trustee for
the benefit of the holders of certain Commercial Mortgage Pass-
Through Certificates. The Maker agrees to cooperate fully and
promptly with the Holder in the transfer of the Notes and the
Debt Papers. Further, the Maker agrees to promptly execute such
additional certificates, instruments, assignments and other
documents as may be reasonably requested by the Holder or the
Trustee from time to time in connection with the pledging of the
Note and the Debt Papers and the issuance and sale of
certificates pursuant to the Pooling and Servicing Agreements.
23. This Note and the other Security Documents constitute the
entire agreement between Maker and Payee. No representations,
warranties, undertakings, or promises whether written or oral,
expressed or implied have been made by the Payee or its agent
unless expressly stated in this Note or the Security Documents.
24. Loan Documents. This Note evidences advances to be made to
--------------
the Maker by the Payee from time to time up to the stated face
amount of the Note. Such advances are made by the Payee in the
Payee's sole discretion and the Payee is not obligated to loan to
Maker the full face amount of the Note.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Note, pursuant to proper authority duly granted, as of the
date and year first above written.
TWO SAC SELF-STORAGE CORPORATION
a Nevada corporation
/S/ Edward J. Shoen
---------------------------------
Edward J. Shoen, President
<PAGE>
Junior Loan
PROMISSORY NOTE
$4,000,000.00 dated as of September 1, 1994
FOR VALUE RECEIVED, the undersigned Two SAC Self-
Storage Corporation, a Nevada corporation (the "Maker"
-----
or the "undersigned"), promises to pay to the order of
-----------
Nationwide Commercial Co. ("Payee"), an Arizona corporation,
-----
at the principal office of the Payee at 2721 North Central
Avenue, Phoenix, Arizona 85004 or at such other place or
places as the holder hereof may from time to time
designate in writing, the principal sum of FOUR MILLION
AND 00/100 DOLLARS ($4,000,000.00), or, if less, the
aggregate unpaid principal amount of the Loan made by Payee
to Maker, with Interest (as hereinafter defined) on the
principal balance outstanding from time to time, all as
hereinafter set forth.
1. Definitions. As used in this Note, each of
-----------
the following terms shall have the following meanings,
respectively:
"Accrual Rate": shall mean the annual interest
--------------
rate of nine percent (9.0%).
"Additional Interest": shall mean and include
----------------------
both Cash Flow Contingent Interest and Capital
Proceeds Contingent Interest.
"Affiliate": shall mean, as to any Person, any
-----------
other Person directly or indirectly controlling,
controlled by or under direct or indirect common
control with, such Person. "Control" as used herein
-------
means the power to direct the management and
policies of the controlled Person.
"Assignment and Pledge Agreement": shall mean
----------------------------------
that certain Assignment and Pledge Agreement (Lockbox)
of even date herewith between the Maker, the Payee,
the Project Manager and the Servicer.
"Basic Interest": shall have the meaning given
----------------
it in Section 2(a) and 2(b) below.
------------ ----
"Capital Expenditure Account": shall mean the
-----------------------------
reserve account required to be established for capital
expenditures in Section 1.19 of the Mortgage and
by the Collection Account Agreement.
"Capital Expenditure Reserve Deposit": shall
-------------------------------------
mean for any calendar quarter the deposit actually
made by (or on behalf of) the Maker into the
Capital Expenditure Account (which deposit shall not
exceed three percent (3.0%) of Gross Receipts for
such quarter).
<PAGE>
"Capital Proceeds Contingent Interest": shall
--------------------------------------
have the meaning given it in Section 2(h)(i) below.
---------------
"Cash Flow Contingent Interest": shall have
----------------------------------
the meaning given it in Section 2(e) below.
------------
"Catch-Up Payment": shall have the meaning given it
------------------
in Section 2(d).
------------
"Collection Account Agreement": shall mean
--------------------------------
that certain Collection Account Agreement of even date
herewith among the Maker, the Payee, the Servicer, the
Senior Lender and the Project Manager.
"Debt Papers": shall mean the documents and
-------------
instruments included within the definition of the term
"Debt Papers" as provided in Section 14 below.
----------- ----------
"Deferred Interest": shall have the meaning given
-------------------
it in Section 2(a).
------------
"Environmental Indemnity Agreement": shall have
-----------------------------------
the meaning given it in Section 14 below.
----------
"GAAP": shall mean generally accepted
------
accounting principles as used and understood in the
United States of America from time to time.
"Gross Receipts": shall mean, for any period all
----------------
gross receipts, revenues and income of any and
every kind collected or received by or for the benefit
or account of Maker during such period arising from the
ownership, rental, use, occupancy or operation of the
Project or any portion thereof. Gross Receipts shall
include, without limitation, all receipts from all
tenants, licensees and other occupants and users of the
Project or any portion thereof, including, without
limitation, rents, security deposits and the like,
interest earned and paid or credited on all Maker's
deposit accounts related to the Project, all proceeds
of rent or business interruption insurance, and the
proceeds of all casualty insurance or eminent domain
awards to the extent not (i) applied, or reserved and
applied within six (6) months after the creation
of such reserve, to the restoration of the Project in
accordance with the Mortgage, (ii) paid to Holder to
reduce the principal amount of the Loan or (iii)
paid to reduce the principal amount of the Senior
Loan. Gross Receipts shall include the net
commission payable from U-Haul International, Inc. for
the rental of its equipment. Gross Receipts shall not
include any capital contributed to Maker, whether in the
form of a loan or equity, or any proceeds from any loan
made to Maker. For the purpose of calculating the
permitted Management Fee and the Capital Expenditure
Reserve Deposit, Gross Receipts shall also exclude sales
taxes collected by the Maker in connection with the
operation of the Project and held in trust for
payment to the taxing authorities. Any receipt
included within Gross Receipts in one period shall not
be included within Gross Receipts for any other period
(i.e., no item of revenue or receipts shall be counted
----
twice).
<PAGE>
"Highest Lawful Rate": shall mean the maximum rate
---------------------
of interest which the Holder is allowed to contract
for, charge, take, reserve, or receive under applicable
law after taking into account, to the extent required
by applicable law, any and all relevant payments or
charges hereunder.
"Holder": shall mean at any particular time,
--------
the Person which is then the holder of this Note.
"Interest": shall mean Additional Interest,
----------
Basic Interest and Deferred Interest.
"Loan": shall mean the mortgage loan made by Payee
------
to Maker and evidenced by the Note. The Loan, which
shall not exceed the face amount of this Note, shall
be disbursed beginning on the date hereof in amounts and
times determined by Payee with no disbursements
occurring after October 31, 1994. From time to time,
the principal balance of this Note shall be the sum of
the Loan disbursements made as of such time less any
principal payments made pursuant to Section 4 hereof.
----------
"Loan Year": shall mean a year commencing on the
-----------
date of this Note, or an anniversary thereof, and ending
365 days (or 366 days in a leap year) thereafter.
"Management Fee": shall mean the fee paid to
-----------------
the Project Manager pursuant to the Property
Management Agreement which fee shall in no event exceed
six percent (6.0%) of Gross Receipts.
"Material Adverse Effect": shall mean the
---------------------------
likely inability or reasonably anticipated inability of
Maker to pay the Loan and perform its other obligations
in compliance with the terms of the Debt Papers.
"Maturity Date": shall mean the first to occur of
---------------
the Stated Maturity Date and the earlier date (if any) on
which the unpaid principal balance of, and unpaid
Interest on, this Note shall become due and payable
on account of acceleration by the Holder hereof.
"Mortgage": shall mean collectively the Deeds of
----------
Trust (and Mortgages, and Deeds to Secure Debt),
Assignment of Leases and Rents, Security Agreement and
Financing Statement securing this Note, as the same may
be amended, modified or restated from time to time
and together with all replacements and substitutions therefor.
The Mortgage is more fully identified in Section 14 below.
----------
"Net Capital Proceeds": shall have the meaning
-----------------------
given it in Section 2(h)(iv) below.
----------------
"Net Cash Flow": shall mean, for any period,
-----------------
the amount by which the Gross Receipts for such period
exceed the sum of Interest paid during such period,
Operating Expenses paid for and with respect to such
period, and interest paid under and on account of the
<PAGE>
Senior Loan during such period; but Net Cash Flow for
any period shall not be less than zero.
"Net Cash Flow Before Debt Service": shall mean,
-----------------------------------
for any period, the amount by which the Gross Receipts
for such period exceed the Operating Expenses for and
with respect to such period.
"Note": shall mean this Promissory Note as it may
------
be amended, modified, extended or restated from time to
time, together with all substitutions and replacements
therefor.
"Operating Expenses": shall mean, for any period,
--------------------
all cash expenditures of Maker actually paid (and
properly payable during such period) for (i) payments
into escrow pursuant to the Debt Papers or the Senior
Debt Papers for real and personal property taxes;
(ii) real and personal property taxes on the Project
(except to the extent paid from escrowed funds);
(iii) premiums for liability and property insurance
on the Project; (iv) the Capital
Expenditure Reserve Deposit; (v) the Management Fee;
(vi) sales and rental taxes relating to the Project
(except to the extent paid from the Tax and Insurance
Escrow Account); and (vii) normal and customary
operating expenses of the Project. In no event
shall Operating Expenses include amounts distributed
to the partners or shareholder's of Maker, payments
to Affiliates not permitted under Section 7(d) below,
------------
any payments made on the Loan or any other loan obtained
by Maker, amounts paid out of any funded reserve
expressly approved by Holder, non-cash expenses such
as depreciation, or any cost or expense related to the
restoration of the Project in the event of a casualty
or eminent domain taking paid for from the
proceeds of insurance or an eminent domain award or any reserve
funded by insurance proceeds or eminent domain awards.
"Pay Rate": shall mean the annual interest rate
-----------
of nine percent (9.0%).
"Pay Rate Interest": shall mean for any period
---------------------
the amount of Basic Interest payable for such period
less the amount of Deferred Interest which accrued
during such period.
"Person": shall mean any corporation, natural
--------
person, firm, joint venture, general partnership, limited
partnership, limited liability company, trust,
unincorporated organization, government or any department
or agency of any government.
"Present Value": shall have the meaning given
----------------
such term in Section 4(c) below.
------------
"Project": shall mean the Real Estate,
---------
the Improvements and the Goods (as such terms are defined in
the Mortgage), taken together collectively.
<PAGE>
"Project Manager": shall have the meaning given it
-----------------
in Section 6(j) below.
------------
"Property Management Agreement": shall have
---------------------------------
the meaning given such term in Section 6(j) below.
------------
"Requirements of Law": shall mean, as to any
---------------------
Person, requirements as set out in the provisions of
such Person's Certificate of Incorporation and Bylaws
(in the case of a corporation) partnership
agreement and certificate or statement of partnership
(in the case of a partnership) or other organizational or
governing documents, or as set out in any law, treaty, rule
or regulation, or final and binding determination of an
arbitrator, or determination of a court or other federal,
state or local governmental agency, authority or subdivision
applicable to or binding upon such Person or any of its
property or to which such Person or any of its property
is subject, or in any private covenant, condition or
restriction applicable to or binding upon such Person or
any of its property or to which such Person or any of its
property is subject.
"Sale": shall mean any direct or indirect
------
sale, assignment, transfer, conveyance, lease (except
for leases of terms not exceeding 1 year to tenants
in the ordinary course of business complying with
standards and in a form approved by Payee) or
disposition of any kind whatsoever of the Project, or
of any portion thereof or interest (whether legal,
beneficial or otherwise) or estate in any thereof, or
(if Maker is a general or limited partnership) any part of
any general partner's interest in Maker or in any general
partner in Maker, or (if Maker is a limited partnership) 50%
or more (in the aggregate of all such sales, transfers,
assignments, etc., made at any time or from time to time,
taken together) of all the partnership interests in Maker,
or the entering into of any contract or agreement to do any
of the foregoing.
"Security Agreement and Assignment (Management
-----------------------------------------------------
Agreement)": shall mean that certain Security Agreement and
-----------
Assignment (Management Agreement) of even date herewith
between the Maker and the Payee.
"Security Documents": shall mean the documents and
---------------------
instruments included within the definition of the term
"Security Documents" as provided in Section 14 below.
------------------ ----------
"Senior Debt Papers": shall mean and include, at any
--------------------
time, all promissory notes, mortgages and other documents
and instruments which create, evidence or secure all or any
part of the Senior Loan.
"Senior Lender" shall mean Nationwide Commercial Co. in
---------------
its capacity as the maker of the Senior Loan.
"Senior Loan": shall mean that certain loan in the
--------------
amount of $45,500,000.00 made by the Senior Lender to the
Maker.
"Servicer": shall mean the Person employed by the
----------
Payee to manage and control the accounts subject to the
Assignment and Pledge Agreement and the Collection Account
Agreement.
<PAGE>
"Stated Maturity Date": shall mean September 1, 2004
----------------------
or on demand by Payee.
"Tax and Insurance Escrow Account": shall have the
-----------------------------------
meaning given it in the Collection Account Agreement.
"Treasury Yield": shall have the meaning given such
-----------------
term in Section 4(c) below.
------------
"Triggering Event": shall have the meaning given it in
------------------
Section 2(h)(ii) below.
----------------
"Trustee": shall have the meaning given such term in
---------
the Senior Debt Papers.
"Yield Maintenance Premium": shall have the meaning
----------------------------
given such term in Section 4(c) below.
-----------
Any term that is capitalized but not specifically defined in this
Note, which is capitalized and defined in the Mortgage, shall
have the same meaning for purposes hereof as the meaning assigned
to it in the Mortgage.
2. Interest.
--------
(a) Basic Interest Rate Prior to Maturity. Prior to
-------------------------------------
the Maturity Date, interest ("Basic Interest") shall accrue
--------------
on the principal balance of the Note outstanding from time to
time at the Accrual Rate. Such interest shall be paid as
follows: quarterly in arrears, on the last day of each
calendar quarter during the term hereof, commencing on the
last day of the first calendar quarter after the date hereof.
Maker shall pay to Holder an amount calculated by applying the
Pay Rate to the principal balance outstanding hereunder; and, the
remainder of the Basic Interest accrued hereunder at the
Accrual Rate during such quarter through the last day of such
quarter ("Deferred Interest") shall be deferred, shall be payable
-----------------
as and at the time provided in Section 2(d) below, and commencing
------------
on the day payment of Basic Interest at the Pay Rate is due
for such quarter, interest shall accrue on such Deferred
Interest at the Accrual Rate (and any accrued interest thereon,
shall be considered part of Deferred Interest).
(b) Post-Maturity Basic Interest. From and after the Maturity
----------------------------
Date interest ("Basic Interest") shall accrue and be payable on
--------------
the outstanding principal balance hereof until paid in full at an
annual rate equal to twelve percent (12%) and such Basic Interest
shall be payable upon demand.
(c) Computations. All computations of interest and fees
------------
payable hereunder shall be based upon a year of 360 days for the
actual number of days elapsed.
(d) Deferred Interest. Deferred Interest shall be paid as
-----------------
follows:
(i) On each quarterly date for the payment of Basic
Interest, Maker shall pay an amount (the "Catch-Up Payment")
----------------
<PAGE>
equal to the lesser of (i) the aggregate outstanding
Deferred Interest on the last day of the quarter
for which such payment is being made and (ii)
fifty percent (50%) of the result of subtracting from
Net Cash Flow Before Debt Service for that quarter the
sum of principal and interest paid on the Senior Loan
for such period plus an additional amount equal to
twice the Pay Rate Interest for such period;
(ii) All unpaid Deferred Interest shall be paid
on the Maturity Date; and
(iii) No payment of Deferred Interest may, when
added to all other payments of interest or payments
construed as interest, shall exceed the Highest Low
Full Rate.
(e) Cash Flow Contingent Interest. In addition to Basic
-----------------------------
Interest and Deferred Interest, on each date on which Basic
Interest is payable hereunder, Maker shall pay to Holder interest
("Cash Flow Contingent Interest") in an amount equal to the
-----------------------------
amount (if any) by which fifty percent (50%) of the result of
subtracting from Net Cash Flow Before Debt Service for that
quarter the sum of principal and interest paid on the Senior Loan
for such period plus an additional amount equal to twice the Pay
Rate Interest for such period each calculated as of that date
exceeds the Catch-Up Payment paid on that date by Maker to
Holder. Additionally, at the time of the closing of the tax and
insurance escrow account, the Capital Expenditure Reserve Account
or any of the other accounts established pursuant to the
Collection Account Agreement deposits into which are considered
Operating Expenses, Cash Flow Contingent Interest shall be due to
the Holder on the balances in those accounts except to the extent
such balances are paid to the Senior Lender.
(f) Quarterly Statements; Adjustment of Payments. On the due
--------------------------------------------
date for each payment of Basic Interest, Maker shall deliver to
Holder a certified statement of operations of the Project for the
calendar quarter or other period with respect to which such Basic
Interest is due, showing in reasonable detail and in a format
approved by Holder respective amounts of, and the method of
calculating, the Gross Receipts, Operating Expenses, Net Cash Flow,
Catch-Up Amount and Cash Flow Contingent Interest for the preceding
calendar quarter, as well as (if requested by Holder) all data
necessary for the calculation of any such amounts. Maker shall keep
and maintain at all times full and accurate books of account and
records adequate to correctly reflect all such amounts. Such books
and records shall be available for at least five years after the
end of the calendar quarter to which they relate. Holder shall
have the right to inspect, copy and audit such books of account
and records during reasonable business hours, and upon reasonable
notice to Maker, for the purpose of verifying the accuracy of any
payments made on account of Cash Flow Contingent Interest. The
costs of any such audit will be paid by Holder, except that
Maker shall pay all reasonable costs and expenses of any such
audit which discloses that any amount properly payable by maker to
Holder hereunder exceeded by five percent (5%) or more the amount
<PAGE>
actually paid and initially reported by maker as being payable with
respect thereto.
(g) Prorations of Cash Flow Contingent Interest. Cash Flow
-------------------------------------------
Contingent Interest shall be equitably prorated on the basis of a
365-day year for any partial calendar quarter in which the term of
the Loan commences or in which the Note is paid in full. If the
payment of Cash Flow Contingent Interest due on the Maturity Date
is made before the delivery to Holder of the quarterly statement
for the then current calendar quarter, then Maker shall pay to
Holder on Maturity Date an estimate of such amount. Maker shall
subsequently deliver to Holder an operating statement as required
by Section 2(f) for the quarter in which the Maturity Date
------------
occurred, and an appropriate adjustment of the estimated amount
previously paid by Maker shall be made by the parties within ten
(10) days after the operating statement for such final quarter is
delivered to Holder.
(h) Capital Proceeds Contingent Interest.
------------------------------------
(i) Capital Proceeds Contingent Interest Defined. Maker
--------------------------------------------
shall pay to Holder, in addition to Basic Interest and Cash Flow
Contingent Interest, at the time or times and in
the manner hereinafter described, an amount equal to fifty
percent (50%) of the Net Capital Proceeds resulting from, or
determined at the time of, any of the Triggering Events
described below (collectively, "Capital Proceeds Contingent Interest").
------------------------------------
(ii) Events Triggering Payment of Net Capital Proceeds.
-------------------------------------------------
Capital Proceeds Contingent Interest shall be due and payable
concurrently with the occurrence of each and every one of the
following events (collectively "Triggering Events", and individually,
-----------------
a "Triggering Event"):
----------------
(A) Project Sale or Financing. The closing
-------------------------
of any Sale or any encumbrance of the Project (any such
event is hereinafter collectively referred to as a "Sale or
--------
Financing");
---------
(B) Default Occurrence. The occurrence of
------------------
any Event of Default which is not fully cured within the
period of time, if any, expressly provided for cure herein,
and the acceleration of the maturity of the Loan on account
thereof (hereinafter collectively referred to as a "Default
-------
Occurrence"); and
----------
(C) Maturity Occurrence. The occurrence of
-------------------
the Maturity Date or the prepayment by Maker (if permitted
hereunder) of all principal and accrued Basic Interest
(including, without limitation, Deferred Interest) and Cash
Flow Contingent Interest outstanding on the Loan (the
"Maturity Occurrence").
-------------------
(iii) Notice of Triggering Event: Time for
-----------------------------------------
Payment of Capital Proceeds Contingent Interest. Maker
---------------------------------------------------
shall notify Holder of the occurrence of a Triggering Event,
and shall pay Holder the full amount of any applicable
Capital Proceeds Contingent Interest which is payable in
connection therewith, as follows:
<PAGE>
(A) In the case of any Sale or Financing or
the Maturity Occurrence, Maker shall give Holder written
notice of any such Triggering Event not less than seventy
five (75) days before the date such Triggering Event is to
occur. Any Capital Proceeds Contingent Interest due Holder
on account of any Sale or Financing or the Maturity
Occurrence shall be paid to Holder on the date such
Triggering Event occurs.
(B) In the case of a Default Occurrence, no
notice of such a Triggering Event need be given by Maker.
In such event, payment of any and all Capital Proceeds
Contingent Interest on account of the Default Occurrence
shall be immediately due and payable upon acceleration of
the maturity of the Loan.
(iv) Determination of Net Capital Proceeds.
-----------------------------------------
Prior to the occurrence of a Triggering Event (or, in the
event of a Default Occurrence, within a reasonable time
there after), the "Net Capital Proceeds" resulting from such
--------------------
Triggering Event shall be determined as follows:
(A) Net Capital Proceeds From Sale or
--------------------------------------
Financing. Except as provided in Section 2(h)(iv)(B) below,
--------- -------------------
in the event of a Sale or Financing, "Net Capital Proceeds"
--------------------
shall be the amount which is equal to: (I) either (x) the
Gross Capital Proceeds (as hereinafter defined) realized
from the Project, or (y) the fair market value of the
Project determined pursuant to Section 2(h)(v) below, if
----------------
Holder in its discretion requires such a determination,
minus (II) the sum of: (aa) reasonable brokerage commissions
-----
(excluding any payments to any Affiliate of Maker to the
extent such payments exceed those which would have been due
as commissions to a non-Affiliate broker rendering identical
services), title insurance premiums, documentary transfer
taxes, escrow fees and recording charges, appraisal fees,
reasonable attorneys' fees and costs, and sales taxes (if
any), in each case actually paid or payable by Maker in
connection with the Sale or Financing, plus (bb) all
payments of principal and Deferred Interest paid to Holder
an account of this Note from the proceeds of such Sale or
Financing, plus (cc) an amount equal to all payments of
principal and interest on the Senior Loan made from the
proceeds of such Sale or Financing, plus (dd) any amount
paid as Yield Maintenance Premium as a result of such Sale
or Financing. For purposes of this Section 2(h), "Gross
------------- -----
Capital Proceeds" shall mean the gross proceeds of whatever
-----------------
form or nature payable directly or indirectly to or for the
benefit or account of Maker in connection with such Sale or
Financing, including, without limitation: cash; the
outstanding balance of any financing which will remain as a
lien or encumbrance against the Project or any portion
thereof following such Sale or Financing (but only in the
case of a Sale, and not in the case of an encumbrance); and
the cash equivalent of the fair market value of any non-cash
consideration, including the present value of any promissory
note received as part of the proceeds of such Sale or
Financing (valued at a market rate of interest, as
determined by an independent investment banker designated by
Holder).
(B) Net Capital Proceeds In Connection With
---------------------------------------
a Default or Maturity Occurrence. In the event of a Default
--------------------------------
Occurrence or the Maturity Occurrence when no Sale or
<PAGE>
Financing has occurred, the "Net Capital Proceeds" shall
---------------------
equal: (I) the fair market value of the Project determined
as of the date of such Triggering Event in accordance with
Section 2(h)(v) below, minus (II) the sum of (aa) the
----------------
outstanding principal balance plus Deferred Interest on the
Note plus (bb) the outstanding principal balance of, and
accrued but unpaid interest on, the Senior Loan.
(v) Determination of Fair Market Value. The fair
----------------------------------
market value of the Project shall be determined for purposes
of this Note as follows:
(A) Partial Sale. In the event of a Sale of
------------
a portion of the Project, Holder shall select an experienced
and reputable appraiser to prepare a written appraisal
report of the fair market value of the Project in accordance
with clause (C) below, and the appraised fair market value
submitted to Holder by such appraiser shall be conclusive
for purposes of this Note.
(B) Other Occurrences. In all other
------------------
circumstances the fair market value of the Project shall be
deemed to equal the result of dividing the Net Cash Flow
Before Debt Service for the immediately preceding fiscal
year by ten percent (10%). However, if the Net Cash Flow
Before Debt Service for the immediately preceding fiscal
year has been lowered because of unusually high Operating
Expenses during such fiscal year the fair market value of
the Project may, at the option of the Maker be determined by
dividing by ten percent (10%) the mean average of the Net
Cash Flow Before Debt Service of the Project for the 3
immediately preceding fiscal years of the Project.
(C) Appraisal Standards and Assumptions. In
-----------------------------------
making any determination by appraisal of fair market value,
the appraiser(s) shall assume that the improvements then
located on the Project constitute the highest and best use
of the property. If the Triggering Event is a Sale or
Financing, the appraiser(s) shall take the sales price into
account, although such sales price shall not be
determinative of fair market value. Each appraiser selected
hereunder shall be an independent MAI-designated appraiser
with not less than ten years' experience in commercial real
estate appraisal in the general geographical area where the
Project is located.
(vi) Effect on Holder's Approval Rights. Nothing
----------------------------------
contained in this Section 2(h) shall be deemed or construed
------------
to waive, restrict, impair, or in any manner affect Holder's
rights hereunder or under any provisions of the Debt Papers
to consent (or withhold its consent) to: any prepayment of
the Loan in whole or in part; sales or other transfers of
all or any portion of the Project or any interest therein;
sales or other transfers of any ownership interests in
Maker; any refinancing of all or any portion of the Loan;
any junior financing; or, any other matters which require
Holder's consent.
(vii) Statement, Books and Records. With each
----------------------------
payment of Capital Proceeds Contingent Interest, Maker shall
furnish to Holder a statement setting forth Maker's proposed
calculation of Net Capital Proceeds and Capital Proceeds
<PAGE>
Contingent Interest and shall provide a detailed breakdown
of all items necessary for such calculation. For a period of
five years after each payment of Capital Proceeds
Contingent Interest, Maker shall keep and maintain full and
accurate books and records adequate to correctly reflect
each such item. Said books and records shall be available
for Holder's inspection, copying and audit during reasonable
business hours following reasonable notice for the purpose of
verifying the accuracy of the payments made on account of
Capital Proceeds Contingent Interest. The costs of any such
audit will be paid by Holder, except that Maker shall pay
all reasonable costs and expenses of any such audit which
discloses that any amount properly payable by Maker to
Holder hereunder exceeded by five percent (5%) or more the
amount actually paid and initially reported by maker as
being payable with respect thereto.
(viii) Negative Capital Proceeds Contingent
---------------------------------------
Interest. Notwithstanding any other provision of this
--------
Agreement, Holder shall not be responsible or liable in any
respect to Maker or any other Person for any reduction in
the fair market value of the Project or for any contingency,
condition or occurrence that might result in a negative
number for Capital Proceeds Contingent Interest. If at any
time it is calculated, Capital Proceeds Contingent Interest
shall be a negative amount, no Capital Proceeds Contingent
interest shall at that time be payable to Holder, but Holder
shall in no way be liable for any such negative amount and
there shall be no deduction or offset for such negative
amount at any time when Capital Proceeds Contingent Interest
shall be subsequently calculated.
(ix) No payment of Capital Proceeds Contingent
Interest may, when added to all other payments of interest or
payments construed as interest, shall exceed the Highest Low
Full Rate.
3. Usury Savings Clause. The provisions of this Section 3
-------------------- ---------
shall govern and control over any irreconcilably inconsistent
provision contained in this Note or in any other document
evidencing or securing the indebtedness evidenced hereby. The
Holder hereof shall never be entitled to receive, collect, or
apply as interest hereon (for purposes of this Section 3, the
----------
word "interest" shall be deemed to include Basic Interest,
Additional Interest and any other sums treated as interest under
applicable law governing matters of usury and unlawful interest),
any amount in excess of the Highest Lawful Rate (hereinafter
defined) and, in the event the Holder ever receives, collects, or
applies as interest any such excess, such amount which would be
excessive interest shall be deemed a partial prepayment of
principal and shall be treated hereunder as such; and, if the
principal of this Note is paid in full, any remaining excess
shall forthwith be paid to Maker. In determining whether or not
the interest paid or payable, under any specific contingency,
exceeds the Highest Lawful Rate, Maker and the Holder shall, to
the maximum extent permitted under applicable law, (i)
characterize any nonprincipal payment as an expense, fee, or
premium rather than as interest, (ii) exclude voluntary
prepayments and the effects thereof, and (iii) spread the total
amount of interest throughout the entire contemplated term of
this Note; provided, that if this Note is paid and performed in
<PAGE>
full prior to the end of the full contemplated term hereof, and
if the interest received for the actual period of existence
hereof exceeds the Highest Lawful Rate, the Holder shall refund
to Maker the amount of such excess or credit the amount of such
excess against the principal of this Note, and, in such event,
the Holder shall not be subject to any penalties provided by any
laws for contracting for, charging, or receiving interest in
excess of the Highest Lawful Rate.
4. Payments.
--------
(a) Interest and Principal. Maker promises to pay to the
----------------------
Holder hereof Basic Interest, Deferred Interest and Additional
Interest as, in the respective amounts, and at the respective
times provided in Section 2 hereinabove. Maker also agrees that,
---------
on the Maturity Date, Maker will pay to the Holder the entire
principal balance of this Note then outstanding, together with all
Basic Interest (including without limitation, Deferred Interest),
and Additional Interest accrued hereunder and not theretofore
paid. Each payment of principal of, Basic Interest (including
without limitation, Deferred Interest), and Additional Interest
on, or any other amounts of any kind with respect to, this Note
shall be made by the Maker to the Holder hereof at its office in
Phoenix, Arizona (or at any other place which the Holder may
hereafter designate for such purpose in a notice duly given to
the Maker hereunder), not later than noon, Eastern Standard Time,
on the date due thereof; and funds received after that hour shall
be deemed to have been received by the Holder on the next
following business day. Whenever any payment to be made under
this Note shall be stated to be due on a date which is not a
business day, the due date thereof shall be extended to the next
succeeding business day, and interest shall be payable at the
applicable rate during such extension.
(b) Late Payment Charges. If any amount of Interest,
--------------------
principal or any other charge or amount which becomes due and
payable under this Note is not paid and received by the Holder
within five business days after the date it first becomes due and
payable, Maker shall pay to the Holder hereof a late payment
charge in an amount equal to five percent (5%) of the full amount
of such late payment, whether such late payment is received prior
to or after the expiration of the ten-day cure period set forth in
Section 8(a). Maker recognizes that in the event any payment
------------
secured hereby (other than the principal payment due upon
maturity of the Note, whether by acceleration or otherwise) is not
made when due, Holder will incur extra expenses in handling the
delinquent payment, the exact amount of which is impossible to
ascertain, but that a charge of five percent (5%) of the amount of
the delinquent payment would be a reasonable estimate of the
expenses so incurred. Therefore, if any such payment is not
received when due and payable, Maker shall without
prejudicing or affecting any other rights or remedies of the
trustee under those certain Junior Deeds of Trust (or Junior
Mortgages, or Junior Deeds to Secure Debt), Assignment of Leases
and Rents, Security Agreement, Financing Statement and Fixture
Filing of even date herewith or Holder pay to Holder to cover
expenses incurred in handling the delinquent payment, an amount
calculated at five percent (5%) of the amount of the delinquent
payment.
<PAGE>
(c) No Prepayment. The principal of this Note may not be
-------------
voluntarily prepaid in whole or in part during the period ending
on the date six (6) months prior to the Stated Maturity Date
except with the written consent of the Holder. Maker shall have
the right to prepay this Note at any time thereafter, but only
subject to the requirements and conditions set forth below. If
under any circumstances whatsoever (other than pursuant to
Section 3 above) this Note is paid in whole or in part prior to
the period ending on the date six (6) months prior to the Stated
Maturity Date, whether voluntarily, following acceleration after
the occurrence of an Event of Default, with the consent of
Holder, by Holder's application of any condemnation or insurance
proceeds to amounts due under the Note, by operation of law or
otherwise, and whether or not such payment prior to the Stated
Maturity Date results from the Holder's exercise of its rights to
accelerate the indebtedness evidenced hereby, then Maker shall pay
to the Holder the Yield Maintenance Premium (defined
hereinbelow) in addition to paying the entire unpaid principal
balance of this Note and all Interest which has accrued but is
unpaid except with the written consent of the Holder.
If those certain Junior Deeds of Trust (or Junior
Mortgages, or Junior Deeds to Secure Debt), Assignment of
Leases and Rents, Security Agreement, Financing Statement and
Fixture Filing or any obligation secured thereby
provides for any charge for pre-payment of any indebtedness
secured thereby, Maker agrees to pay said charge if for any
reason (except as otherwise expressly provided in this Note
or Junior Deeds of Trust, Junior Mortgages, or Junior Deeds
to Secure Debt) any of said indebtedness shall be paid prior
to the stated maturity date thereof, even if and
notwithstanding that an Event of Default shall have occurred
and Holder, by reason thereof, shall have declared said
indebtedness or all sums secured hereby immediately due and
payable, and whether or not said payment is made prior to or
at any sale held under or by virtue of this Note or the
Junior Deeds of Trust, Junior Mortgages, or Junior Deeds to
Secure Debt.
Without limiting the scope of the foregoing provisions,
the provisions of this paragraph shall constitute, within
the meaning of any applicable state statute, both a waiver
of any right Maker may have to prepay the Note, in whole or
in part, without premium or charge, upon acceleration of the
maturity of the Note, foreclosure of the Junior Deeds of
Trust, Junior Mortgages, or Junior Deeds to Secure Debt, or
otherwise, and an agreement by Maker to pay the prepayment
charge described in this Note, whether such prepayment is
voluntary or upon or following any acceleration of this
Note, foreclosure of those Junior Deeds of Trust, Junior
Mortgages, or Junior Deeds to Secure Debt, including,
without limitation, any acceleration following a transfer,
conveyance or disposition of the trust estate except as
expressly permitted hereunder, and for such purpose Maker
has separately initialled this provision in the space
provided below, and Maker hereby declares that Holder's
agreement to make the Loan to Maker at the interest rate and
for the term set forth in the Note constitutes adequate
consideration, of individual weight, for this waiver and
agreement by Maker.
Maker's Initials:
-----------
<PAGE>
For purposes hereof, "Yield Maintenance Premium" means
-------------------------
the sum of (i) one percent (1%) of the unpaid principal
balance of the Note plus (ii) the amount (but not less than
zero) equal to the excess, if any, of subclause (A) over
subclause (B) when (A) and (B) equal:
(A) the sum of the Present Values (as hereinafter
defined) of the remaining payments of principal and Interest
on the Note (assuming such Interest and principal payments
were made at the times and in the amounts when due but that
no further principal payments were made until the period
ending on the date six (6) months prior to the Stated
Maturity Date); and
(B) the then outstanding principal balance of the Note
and accrued Interest since the last date of payment of
Interest.
For purposes of this definition, "Present Value" shall
-------------
be determined in accordance with generally accepted
financial practice in the United States of America on a
monthly basis at a discount rate equal to the sum of the
applicable Treasury Yield; and the "Treasury Yield" for such
--------------
purpose shall be determined as of 10:00 A.M., New York City
time on the fifth Business Day prior to the date of such
prepayment of the Note by reference to the yields of those
actively traded United States Treasury securities having a
maturity on the period ending on the date six (6) months
prior to the Stated Maturity Date of this Note or if there
is no actively traded United Treasury security having such a
maturity date then of all such securities having maturities
after the Stated Maturity Date, the security having the
maturity date closest to the period ending on the date six
(6) months prior to the Stated Maturity Date.
5. Representations and Warranties of Maker. Maker represents
---------------------------------------
and warrants to Payee, as of the date hereof, that:
(a) Due Authorization. Maker is a partnership or corporation
-----------------
duly organized under the laws of the state of its organization, with
the authority to own the Project and enter into the Debt Papers and
consummate the transactions contemplated thereby;
(b) No Violation. Maker's execution, delivery and performance
------------
of its obligations under the Debt Papers do not and will not
violate the partnership agreement (or, if Maker is a corporation, the
articles of incorporation or by-laws) of Maker and will not violate,
conflict with or constitute a default under any agreement to which
Maker is a party or by which the Project is bound or encumbered, or
violate any Requirements of Law to which Maker or the Project is
subject;
(c) Consents. No consents, approvals, filings, or notices of,
--------
with or to any Person are required on the part of Maker in connection
with Maker's execution, delivery and performance of
its obligations under the Debt Papers that have not been duly
obtained, made or given, as the case may be;
<PAGE>
(d) Enforceability. The Debt Papers are valid, binding and
--------------
enforceable in accordance with their terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or similar laws relating to or
affecting the enforcement of creditors' rights generally.
(e) Zoning and Other Laws. The Project and the use thereof as
---------------------
a self-storage facility, separate and apart from any other
properties, constitutes a legal and conforming use under applicable
zoning regulations and each such Project is in compliance in all
material respects with all applicable Requirements of Law;
(f) Litigation. No litigation, investigation or proceeding or
----------
notice thereof before any arbitrator or governmental authority, agency
or subdivision is pending or, to Maker's best knowledge, threatened,
against Maker or the Project;
(g) Utilities. All utilities required by Requirements of Law
---------
or by the normal and intended use of the Project are installed to
the property line and connected by valid permits;
(h) Easements. Maker has obtained and has encumbered in favor
---------
of Holder pursuant to the Mortgage all easements, appurtenances
and rights of way necessary for access to and the normal uses of
the Project; and
(i) Place of Business. Maker is located at 715 South
-----------------
Country Club Drive, Mesa, AZ 85210, and that address is its
only place of business or its chief executive office.
6. Affirmative Covenants. Maker hereby covenants and agrees
---------------------
that, so long as any indebtedness under the Note remains unpaid,
Maker shall:
(a) Use of Proceeds. Use the proceeds of the Loan to repay
---------------
certain indebtedness presently outstanding against the Project
and held by Payee.
(b) Financial Statements. Deliver or cause to be delivered to
--------------------
Holder, the Trustee and the Servicer:
(i) As soon as available and in any
event within 90 days after the end of each calendar
year, annual financial reports on the Project showing
all income and expenses certified to be accurate and
complete by an officer of the managing general partner
of Maker (or, if Maker is a corporation, of Maker); and
(ii) As soon as available and in any
event within 45 days after the end of each of the first
three calendar quarters of each year, (1) a detailed
comparative earnings statement for such quarter and for
the period commencing at the end of the previous fiscal
year and ending with the end of such quarter, and (2)
<PAGE>
financial reports on the Project showing all income and
expenses, certified to be accurate and complete by an
officer of the managing general partner of Maker (or,
if Maker is a corporation, of Maker); and
(iii) Promptly, such additional
financial and other information (including, without
limitation, information regarding the Project) as
Holder, the Trustee or the Servicer may from time to
time reasonably request.
(c) Inspection of Property; Books and Records; Discussions.
------------------------------------------------------
Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law
shall be made of all dealings and transactions in relation to its
business and activities and, upon reasonable notice, permit
representatives of Holder, the Trustee, and the Servicer to examine
and make abstracts from any of its books and records at any
reasonable time and as often as may reasonably be desired by Holder,
the Trustee or the Servicer and to discuss the business, operations,
properties and financial and other conditions of Maker with
officers and employees of Maker and with its independent
certified public accountants.
(d) Notices. Give prompt written notice to Holder, the
-------
Trustee and the Servicer of (a) any claims, proceedings or
disputes (whether or not purportedly on behalf of Maker) against,
or to Maker's knowledge, threatened or affecting Maker or the
Project which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect (without in any way
limiting the foregoing, claims, proceedings, or disputes
involving in the aggregate monetary amounts in excess of $15,000
not fully covered by insurance shall be deemed to be material,
exclusive of deductibles in an amount not to exceed $1,000), or
(b) any proposal by any public authority to acquire the Project or
any portion thereof.
(e) Expenses. Pay all reasonable out-of-pocket expenses
--------
(including fees and disbursements of counsel, including special
local counsel) of Holder, incident to any amendments, waivers and
renewals relating to the Debt Papers and the protection of the
rights of Holder under the Debt Papers whether by judicial
proceedings or otherwise, including, without limitation, in
connection with bankruptcy, insolvency, liquidation,
reorganization, moratorium or other similar proceedings involving
Maker or a "workout" of the Loan. The obligations of Maker under
this Section 6(e) shall survive repayment of the Loan.
------------
(f) Debt Papers. Comply with and observe all terms and
-----------
conditions of the Debt Papers.
(g) INDEMNIFICATION. INDEMNIFY AND HOLD HARMLESS
---------------
HOLDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND
AGENTS (THE "INDEMNIFIED PARTIES") FROM AND AGAINST ALL
-------------------
DAMAGES AND LIABILITIES (COLLECTIVELY AND SEVERALLY,
<PAGE>
"LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE
------
CLAIMS OF ANY PARTY RELATING TO OR ARISING OUT OF THE DEBT
PAPERS OR THE TRANSACTIONS CONTEMPLATED THEREBY, EXCEPT FOR
LOSSES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF SUCH INDEMNIFIED PARTY, AND REIMBURSE EACH INDEMNIFIED
PARTY FOR ANY EXPENSES (INCLUDING THE FEES AND DISBURSEMENTS
OF LEGAL COUNSEL) REASONABLY INCURRED IN CONNECTION WITH THE
INVESTIGATION OF, PREPARATION FOR OR DEFENSE OF ANY ACTUAL
OR THREATENED CLAIM, ACTION OR PROCEEDING ARISING THEREFROM
(INCLUDING ANY SUCH COSTS OF RESPONDING TO DISCOVERY REQUEST
OR SUBPOENAS), REGARDLESS OF WHETHER HOLDER OR SUCH OTHER
INDEMNIFIED PERSON IS A PARTY THERETO. WITHOUT DEROGATING
THE PROVISIONS OF SECTION 20 BELOW, IT IS ACKNOWLEDGED AND
----------------
AGREED BY MAKER THAT THE INDEMNIFICATION RIGHTS OF THE
INDEMNIFIED PARTIES HEREUNDER ARE IN ADDITION TO AND
CUMULATIVE WITH ALL OTHER RIGHTS OF THE INDEMNIFIED PARTIES.
WITH REFERENCE TO THE PROVISIONS SET FORTH ABOVE IN THIS
SECTION 6(g) FOR PAYMENT BY MAKER OF ATTORNEYS' FEES
-------------
INCURRED BY THE INDEMNIFIED PARTIES IN ANY ACTION OR CLAIM
BROUGHT BY A THIRD PARTY, MAKER SHALL, IF IT ADMITS
LIABILITY HEREUNDER TO ANY INDEMNIFIED PARTY, DILIGENTLY
DEFEND SUCH INDEMNIFIED PARTY AND DILIGENTLY CONDUCT THE
DEFENSE. IF HOLDER OR ANY OTHER SUCH INDEMNIFIED PARTY
DESIRES TO ENGAGE SEPARATE COUNSEL, IT MAY DO SO AT ITS OWN
EXPENSE; PROVIDED, HOWEVER, THAT SUCH LIMITATION ON THE
OBLIGATION OF MAKER TO PAY THE FEES OF SEPARATE COUNSEL FOR
SUCH INDEMNIFIED PARTY SHALL NOT APPLY IF SUCH INDEMNIFIED
PARTY HAS RETAINED SAID SEPARATE COUNSEL BECAUSE OF A
REASONABLE BELIEF THAT MAKER IS NOT DILIGENTLY DEFENDING IT
AND/OR NOT DILIGENTLY CONDUCTING THE DEFENSE AND SO NOTIFIES
MAKER. THE OBLIGATIONS OF MAKER UNDER THIS SECTION 6(g)
-------------
SHALL SURVIVE REPAYMENT IN FULL OF THE INDEBTEDNESS
EVIDENCED HEREBY. IT IS THE INTENT OF THIS SECTION 6(g)
-------------
THAT THE MAKER SHALL INDEMNIFY AND HOLD HARMLESS THE
INDEMNIFIED PARTIES FROM LOSSES OCCASIONED BY THE ACTS OR
OMISSIONS, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, OF THE
INDEMNIFIED PARTIES.
MAKER'S INITIALS
-------------
(g) Co-operation. Execute and deliver to Holder any and all
------------
instruments, documents and agreements, and do or cause to be done
from time to time any and all other acts, reasonably deemed
necessary or desirable by Holder to effectuate the provisions and
<PAGE>
purposes of the Debt Papers.
(h) Requirements of Law. Comply at all times with all
-------------------
Requirements of Law.
(i) Management Agreement. Cause or permit the Project to be
--------------------
initially managed by a subsidiary of U-Haul International, Inc. and
to be at all times managed by a nationally recognized selfstorage
property management company (the "Project Manager") approved by the
---------------
Holder, which Project Manager shall be employed pursuant to an
agreement (the "Property Management Agreement") approved by the
-----------------------------
Holder. In no event shall the fees paid (or required to be paid) to
the Project Manager exceed six percent (6%) of Gross Receipts for any
time period. The rights of the Maker under the Property Management
Agreement (and under each successive one, if there is more than one)
shall be assigned to the Holder pursuant to a security assignment
in form and substance satisfactory to the Holder, and such
assignment shall be acknowledged by the Project Manager pursuant
to a consent document acceptable to the Holder. Additionally,
Maker shall observe and perform all terms and conditions of the
Property Management Agreement, and take all other actions necessary to
keep the Property Management Agreement in full force and effect.
7. Negative Covenants. Maker hereby agrees that, as long as
------------------
any indebtedness under the Note remains unpaid, Maker shall not,
directly or indirectly:
(a) Indebtedness. Create, incur or assume any Indebtedness
------------
except for: (i) the Loan; (ii) the Senior Loan; (iii) the
obligations of Maker under the Property Management Agreement; and (iv)
for non-delinquent taxes.
(b) Consolidation and Merger. Liquidate or dissolve or enter
------------------------
into any consolidation, merger, partnership, joint venture, syndicate
or other combination (except for a merger or consolidation for
the purpose of, and having the effect of changing Maker's
jurisdiction of organization).
(c) Transactions with Affiliates. Purchase, acquire or lease
----------------------------
any property from, or sell, transfer or lease any property to, or
lend or advance any money to, or borrow any money from, or guarantee
any obligation of, or acquire any stock, obligations or securities
of, or enter into any merger or consolidation agreement, or any
management or similar agreement with, any Affiliate, or enter into
any other transaction or arrangement or make any payment to
(including, without limitation, on account of any management fees,
service fees, office charges, consulting fees, technical services
charges or tax sharing charges) or otherwise deal with, in the
ordinary course of business or otherwise, any Affiliate on terms
which are unreasonably burdensome or unfair, except (i) transactions
relating to the sharing of overhead expenses, including, without
limitation, managerial, payroll and accounting and legal expenses,
for which charges assessed against Maker are not greater than would
be incurred by Maker in similar transactions with non-Affiliates, or
<PAGE>
(ii) fair and reasonable transactions between Maker and U-Haul
International, Inc. and its related companies.
(d) Sale of Interests in the Project or in the Maker. Without
------------------------------------------------
obtaining the prior written consent of Holder (which Holder may
withhold or condition in its sole and absolute discretion),
cause, permit or acquiesce in any Sale or Financing.
(e) Distributions. Notwithstanding anything to the contrary
-------------
contained in this Note or the Debt Papers, Maker shall not make any
distributions to any of its partners, except for distributions
of amounts not in excess of [(i) the Catch-Up Amount for any
quarter,] (ii) any Net Cash Flow for any quarter remaining after the
payment to Holder of all Interest and the Catch-Up Amount payable for
and with respect to such quarter, and (iii) upon the Sale or
Financing any Net Sale or Financing proceeds remaining after payment
to Holder of the amounts to which Holder is entitled hereunder
in connection therewith.
8. Event of Default; Remedies. Any one of the following
--------------------------
occurrences shall constitute an Event of Default under this Note:
(a) The failure by the undersigned to make any payment of
principal or Interest upon this Note as and when the same becomes
due and payable in accordance with the provisions hereof, and the
continuation of such failure for a period of ten (10) days after
notice thereof to the Maker;
(b) Any representation, warranty or certification made by
Maker under any Debt Paper or in any report, certificate or
financial statement delivered to the Holder under or in
connection with any Debt Paper is materially inaccurate or
incomplete as of the date made; provided, however, that such
inaccurate or incomplete representation, warranty or
certification is material and cannot be cured without material
prejudice to the Holder within 30 days written notice thereof to
the Maker;
(c) The failure by Maker to perform any obligation under, or
the occurrence of any other default with respect to any provision of,
this Note other than as described in any of the other clauses of this
Section 8, and the continuation of such default for a period of 30
days after written notice thereof to the Maker;
(d) The occurrence of any Default under the Mortgage, under
the Assignment and Pledge Agreement, under the Security Agreement and
Assignment (Management Agreement), or under any of the other Debt
Papers;
(e) (i) Maker shall file, institute or commence any case,
proceeding or other action (A) under any existing or future law
of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have
an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization,
<PAGE>
arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its
assets, or Maker shall make a general assignment for the benefit
of its creditors; or (ii) there shall be filed, instituted or
commenced against Maker any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the
entry of any order for relief or any such
adjudication or appointment, or (B) remains undismissed
undischarged for a period of 60 days; or (iii) there shall be
commenced against Maker any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or substantially all of its assets
which results in the entry of an order for any such relief which
shall not have been vacated, discharged, stayed, satisfied, or
bonded to Holder's satisfaction pending appeal, within 60 days
from the first entry thereof; or (iv) Maker shall take any action
in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts described in any of the
preceding clauses (i) , (ii) or (iii); or (v) Maker shall not, or
shall be unable to, or shall admit in writing its inability to,
pay its debts as they become due, or shall in writing admit that
it is insolvent;
(f) One or more judgments or decrees in an aggregate amount
exceeding $1,000,000.00 shall be entered against Maker and all such
judgments or decrees shall not have been vacated, discharged,
stayed, satisfied, or bonded to Holder's satisfaction pending appeal
within 60 days from the first entry thereof; or
(g) The occurrence of a Event of Default under the Promissory
Note evidencing the Senior Loan.
Upon the occurrence of any Event of Default hereunder: the
entire unpaid principal balance of, and any unpaid Basic Interest
and Additional Interest then accrued on, this Note together with
the Yield Maintenance Premium, if any, and other charges payable
pursuant to the Debt Papers shall, at the option of the Holder
hereof and without demand or notice of any kind to the
undersigned or any other person, immediately become and be due
and payable in full (except that such acceleration shall occur
automatically upon the occurrence of any Event of Default
described in the preceding clause (e) of this Section 8, without
further action or decision by Holder) ; and the Holder shall have
and may exercise any and all rights and remedies available at law
or in equity and also any and all rights and remedies provided in
the Mortgage and any of the other Security Documents.
9. Offset. In addition to (and not in limitation of) any
------
rights of offset that the Holder hereof may have under applicable
law, upon the occurrence of any Event of Default hereunder the
Holder hereof shall have the right, immediately and without
notice, to appropriate and apply to the payment of this Note any
and all balances, credits, deposits, accounts or moneys of the
Maker then or thereafter with or held by the Holder hereof.
<PAGE>
10. Allocation of Balances or of Payments. At any and all
-------------------------------------
times until this Note and all amounts hereunder (including
principal, Interest, and other charges and amounts, if any) are
paid in full, all payments (whether of principal, Interest or
other amounts) made by the undersigned or any other person
(including any guarantor) to the Holder hereof may be allocated
by the Holder to principal, Interest or other charges or amounts
as the Holder may determine in its sole, exclusive and
unreviewable discretion (and without notice to or the consent of
any person).
11. Captions. Any headings or captions in this Note are
--------
inserted for convenience of reference only, and they shall not be
deemed to constitute a part hereof, nor shall they be used to
construe or interpret the provisions of this Note.
12. Waiver.
------
(a) Maker, for itself and for its successors,
transferees and assigns and all guarantors and endorsers,
hereby waives diligence, presentment and demand for payment,
protest, notice of protest and nonpayment, dishonor and
notice of dishonor, notice of the intention to accelerate,
notice of acceleration, and all other demands or notices of
any and every kind whatsoever (except only for any notice of
default expressly provided for in Section 8 of this Note or
---------
in the Security Documents) and the undersigned agrees that
this Note and any or all payments coming due hereunder may
be extended from time to time in the sole discretion of the
Holder hereof without in any way affecting or diminishing
their liability hereunder.
(b) No extension of the time for the payment of this
Note or any payment becoming due or payable hereunder, which
may be made by agreement with any Person now or hereafter
liable for the payment of this Note, shall operate to
release, discharge, modify, change or affect the original
liability under this Note, either in whole or in part, of
the Maker if it is not a party to such agreement.
(c) No delay in the exercise of any right or remedy
hereunder shall be deemed a waiver of such right or remedy,
nor shall the exercise of any right or remedy be deemed an
election of remedies or a waiver of any other right or
remedy. Without limiting the generality of the foregoing,
the failure of the Holder hereof promptly after the
occurrence of any Event of Default hereunder to exercise its
right to declare the indebtedness remaining unmatured
hereunder to be immediately due and payable shall not
constitute a waiver of such right while such Event of
Default continues nor a waiver of such right in connection
with any future Event of Default on the part of the
undersigned.
13. Payment of Costs. The undersigned hereby expressly agrees
----------------
that upon the occurrence of any Event of Default under this Note, the
undersigned will pay to the Holder hereof, on demand, all costs of
collection or enforcement of every kind, including (but not limited
to) all attorneys' fees, court costs, and other costs and expenses of
<PAGE>
every kind incurred by the Holder hereof, on demand, all costs of
collection or enforcement of every kind, including (but not limited
to) all attorneys' fees, court costs, and other costs and expenses of
every kind incurred by the Holder hereof in connection with the
protection or realization of any or all of the security for this Note,
whether or not any lawsuit is ever filed with respect thereto.
14. The Debt Papers. This Note is secured by, inter alia, (i)
--------------- ----- ----
certain Deeds of Trust (and Mortgages, and Deeds to Secure Debt),
Assignment of Leases and Rents, Security Agreement and Financing
Statement, made and granted by Maker to or for the benefit of
Payee, which creates a lien on real estate in the Project and which
also creates a security interest in personal property located
thereat or utilized in connection therewith; (ii) the Security
Agreement and Assignment (Management Agreement)(as
amended, modified or replaced from time to time, the "Assignment
----------
of Management Agreement"); (iii) the Assignment and Pledge
- -------------------------
Agreement; (iv) the Environmental Indemnity Agreement (as amended
from time to time, the "Environmental Indemnity Agreement"); and
---------------------------------
(v) the Collection Account Agreement (such documents together
with each and every additional document or instrument which may at
any time be delivered to the Holder hereof as security for this
Note, as any of the same may at any time or from time to
time be amended, modified or restated, and together with all
substitutions and replacements therefor, are sometimes referred to
collectively herein as the "Security Documents"). Reference should
------------------
be made to the Mortgage and the other Security Documents for a
statement of certain circumstances under which this Note may be
accelerated and for a description of the property encumbered
thereby and the nature and extent of the security thereof.
This Note, the Security Documents and all other documents
executed in connection with the Note and the Security Documents
are sometimes referred to collectively herein as the "Debt Papers".
-----------
This Note, the Mortgage, and the other Debt Papers (if any)
are hereby incorporated by reference into this Note in their
entirety, as though the complete text of each of them were set
out in full here in the body of this Note.
15. Notices. All notices, demands and other communications
-------
hereunder to either party shall be made in writing and shall be
deemed to have been given when actually received or, if mailed, on
the first to occur of actual receipt or the third business day after
the deposit thereof in the United States mails, by
registered or certified mail, postage prepaid, addressed as
follows:
If to the Maker: Two SAC Self-Storage Corporation
a Nevada corporation
715 South Country Club Drive
Mesa, AZ 85210
If to the Holder: Nationwide Commercial Co.
c/o Amerco
2721 North Central Avenue
Phoenix, Arizona 85004
Attention: Donald Murney or
Treasurer
<PAGE>
with a copy to: Nationwide Commercial Co. c/o
Amerco
2721 North Central Avenue Phoenix,
Arizona 85004
Attention: Gary V. Klinefelter or
General Counsel
or to either party at such other address in the 48 contiguous
continental United States of America as such party may designate as
its address for the receipt of notices hereunder in a written notice
duly given to the other party.
16. Time of the Essence. Time is hereby declared to be of the
-------------------
essence of this Note and of every part hereof.
17. Governing Law. This Note shall be governed by and
-------------
construed in accordance with the internal laws of the State of
Arizona.
18. Jurisdiction. In any controversy, dispute or question
------------
arising hereunder or under the other Debt Papers, the Maker
consents to the exercise of jurisdiction over its person and
property by any court of competent jurisdiction situated in the
State of Arizona (whether it be a court of the State of Arizona,
or a court of the United States of America situated in the State
of Arizona), and in connection therewith, agrees to submit to,
and be bound by, the jurisdiction of such court upon the Holder's
mailing of process by registered or certified mail, return
receipt requested, postage prepaid, within or without the State
of Arizona, to the Maker at its address for receipt of notices
under this Note.
19. HOLDER NOT PARTNER OF MAKER. UNDER NO CIRCUMSTANCES
---------------------------
WHATSOEVER SHALL THE HOLDER OF THIS NOTE BE DEEMED TO BE A
PARTNER OR A CO-VENTURER WITH MAKER OR WITH ANY OTHER PERSON.
MAKER SHALL NOT REPRESENT TO ANY PERSON THAT THE MAKER AND THE
HOLDER HEREOF ARE PARTNERS OR CO-VENTURERS. ANY AND ALL ACTIONS
BY THE HOLDER HEREOF IN EXERCISING ANY RIGHTS, REMEDIES OR
PRIVILEGES HEREOF OR IN ENFORCING THIS NOTE OR THE OTHER DEBT
PAPERS WILL BE EXERCISED BY THE HOLDER SOLELY IN FURTHERANCE OF
ITS ROLE AS A SECURED LENDER.
20. Limitation of Personal Liability. Except for fraud or
--------------------------------
knowing misrepresentations, neither Maker nor any partner in
Maker shall be liable personally to pay this Note or the
indebtedness evidenced hereby, and the Holder shall not seek any
personal or deficiency judgment on this Note except for fraud or
knowing misrepresentations, and the sole remedy of the Holder
hereunder or under any of the other Debt Papers shall (except for
fraud, misappropriation of funds or knowing misrepresentations)
be under the Security Documents for enforcement thereof or shall
otherwise be against the Collateral (defined for purposes hereof
as defined in the Mortgage) and any other property at any time
securing any or all of the Liabilities (defined for purposes
<PAGE>
hereof as defined in the Mortgage); provided, however, that the
foregoing shall not in any way diminish or affect (i) any rights
the Holder may have (as a secured party or otherwise) to, against
or with respect to the Collateral or any other property at any
time securing any of the liabilities, (ii) any rights of the
Holder against the Maker with respect to any fraud,
misappropriation of funds or knowing misrepresentation, or (iii)
any rights of the Holder under or with respect to any guaranty at
any time furnished to the Holder relating to or concerning any of
the Liabilities.
21. JURY TRIAL. THE MAKER HEREBY EXPRESSLY WAIVES ANY RIGHT
----------
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS NOTE OR ANY DEBT PAPERS TO WHICH IT IS
A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP
EXISTING IN CONNECTION WITH THIS NOTE OR ANY DEBT PAPERS, AND
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY.
22. Subordination Agreement. This Note and the indebtedness
-----------------------
evidence hereby have been subordinated to the Senior Debt Papers and
to the indebtedness evidenced and secured thereby pursuant to a
Subordination Agreement of even date herewith between the
Senior Lender and the Payee.
23. This Note and the other Security Documents constitute the
entire agreement between Maker and Payee. No representations,
warranties, undertakings, or promises whether written or oral,
expressed or implied have been made by the Payee or its agent
unless expressly stated in this Note or the Security Documents.
24. Loan Documents. This Note evidences advances to be made
--------------
to the Maker by the Payee from time to time up to the stated face
amount of the Note. Such advances are made by the Payee in the
Payee's sole discretion and the Payee is not obligated to loan to
Maker the full face amount of the Note.
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Note, pursuant to proper authority duly granted, as of the
date and year first above written.
TWO SAC SELF-STORAGE CORPORATION
a Nevada corporation
/S/ Edward J. Shoen
----------------------------
Edward J. Shoen, President
<PAGE>
PROPERTY MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") is entered into as of June
3, 1994 by and between SAC Self-Storage Corporation, a Nevada
corporation with its principal place of business at 715 South Country
Club Drive, Mesa, AZ 85210, ("Owner") and the property managers
identified on the Exhibit B, attached hereto and incorporated herein by
---------
reference, (hereinafter collectively "U-Haul").
WHEREAS, the Owner owns or will own the real property located at
the address identified in Exhibit C, attached hereto and incorporated
---------
by reference, (hereinafter collectively the "Property") which is
described on Exhibit A (legal descriptions of properties) attached
---------
hereto and incorporated herein by this reference; and
WHEREAS, it is the intention of the Owner that the Property be
rented on a space-by-space basis to corporations, partnerships,
individuals or other entities for use as storage facilities; and
WHEREAS, the Owner desires to employ U-Haul to manage the Property
and U-Haul desires to accept said employment, all in accordance with
the terms and conditions of this Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Employment
(a) Owner hereby employs U-Haul and U-Haul hereby accepts such
employment as manager of the Property upon the terms and conditions
hereinafter set forth.
(b) Owner acknowledges that U-Haul is in the business of managing
mini-warehouses both for its own account and for others. It is hereby
expressly agreed that U-Haul and its affiliates may continue to engage
in such activities, may manage facilities other than those presently
managed by it (whether or not such other facilities may be in direct or
indirect competition with the Owner) and may in the future engage in
other business which may compete directly or indirectly with activities
of the Owner.
(c) In the performance of its duties under this Agreement, U-Haul
shall occupy the position of an independent contractor with respect to
the Owner. Nothing contained herein shall be construed as making the
parties hereto partners or joint ventures, nor, except as expressly
otherwise provided for herein, construed as making U-Haul an agent or
employee of Owner.
2. Duties and Authority of U-Haul
(a) GENERAL DUTIES AND AUTHORITY. Subject only to the
restrictions and limitations provided in paragraphs (o) and (p) of this
Section 2 and the right of Owner to terminate this Agreement as
provided in Section 6 hereof, U-Haul shall have the sole and exclusive
authority to fully and completely supervise the Property and supervise
and direct the business and affairs associated or related to the daily
operation thereof, and to that end to cause or direct Owner to execute
such documents or instruments as, in the sole judgment of U-Haul, may
be deemed necessary or advisable. Such duties and authority shall
include those set forth as follows, which are not in limitation of the
foregoing.
(b) RENTING OF THE PROPERTY. U-Haul shall establish policies and
procedures for the marketing activities for the Property. U-Haul shall
have the sole discretion, which discretion shall be exercised in good
<PAGE>
faith, to establish the terms and conditions of occupancy by the
tenants of the Property and U-Haul is hereby authorized to enter into
rental agreements on behalf and for the account of the Owner with such
tenants and to collect rent from such tenants. U-Haul shall cause the
Owner to advertise in such media and to the extent that it deems
necessary and appropriate. U-Haul may jointly advertise the Property
with other properties owned or managed by U-Haul, and in that event, U-
Haul shall prorate the cost of such advertising among those properties.
(c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make and
execute, or supervise and have control over the making and executing,
of all decisions concerning the acquisition of furniture, fixtures and
supplies for the Property, and the purchase, lease or other acquisition
of the same on behalf of Owner. U-Haul shall make and execute, or
supervise and have control over the making and executing of all
decisions concerning the maintenance, repair, and landscaping of the
Property; all costs incurred in connection therewith shall be on behalf
of the Owner. With the prior approval of the Owner, U-Haul shall, on
behalf of the Owner, negotiate and contract for and supervise the
installation of all capital improvements related to the Property. U-
Haul agrees to secure the prior approval of Owner on all expenditures
in excess of $5,000.00 for any one item, except monthly or recurring
operating charges and/or emergency repairs if in the opinion of U-Haul
such expenditures are necessary to protect the Property from damage or
to maintain services to the tenants as called for in their leases.
(d) PERSONNEL. U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the Property
and shall hire, discharge and supervise all labor and employees
required for the operation and maintenance of the Property; all such
acts shall be on behalf of the Owner. Any employees so hired shall be
employees of U-Haul, and shall be carried on the payroll of U-Haul.
Employees performing work on Owner's behalf may do so on a full-time or
part-time basis. Employees may include, but will not be limited to, on-
site resident managers, on-site assistant managers, and relief managers
located, rendering services, or performing activities on the Property
in connection with its operation and management. The cost of employing
such persons shall not exceed prevailing rates for comparable persons
performing the same or similar services with respect to real estate
similar to the Property.
U-Haul shall be responsible for the disbursement of funds in
payment of all expenses incurred in connection with the operation of
the Property and the Owner shall not be required to employ personnel to
assist in such disbursement. U-Haul shall not be separately reimbursed
for the time of its executive officers devoted to Owner's affairs or
for the other overhead expenses of U-Haul.
(e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of
the Owner such agreements which U-Haul deems necessary or advisable for
the furnishing of utilities, services, concessions and supplies, for
the maintenance, repair and operation of the Property and such other
agreements which may benefit the Property or be incidental to the
matters for which U-Haul is responsible hereunder.
(f) OTHER DECISIONS. U-Haul shall make all decisions in
connection with the daily operation of the Property.
(g) REGULATIONS AND PERMITS. U-Haul shall use its best efforts to
cause all things to be done, on behalf of the Owner, on the Property
necessary to comply with any statute, ordinance, law, rule, regulation
or order of any governmental or regulatory body, having jurisdiction
over the Property, respecting the use of the Property or the
maintenance or operation thereof. U-Haul shall apply for and attempt
to obtain and maintain, on behalf of the Owner, all licenses and
permits required or advisable (in the sole judgment of U-Haul) in
connection with the management and operation of the Property.
<PAGE>
(h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS. U-Haul
shall establish, supervise, direct and maintain the operation of a
system of record keeping and bookkeeping with respect to all receipts
and disbursements in connection with the management and operation of
the Property. The books, records and accounts shall be maintained at
the U-Haul office, and shall be available and open to examination and
audit quarterly by Owner or its representatives. On or before thirty
(30) days after the close of each quarter, U-Haul shall cause to be
prepared and delivered to Owner, a monthly statement of receipts,
expenses and charges and a disbursement to Owner representing receipts
less disbursements.
(i) [Intentionally Omitted].
(j) COLLECTION. U-Haul shall direct the collection and billing of
all accounts payable and due to the Owner with respect to the Property
and shall be responsible for establishing policies and procedures to
minimize the amount of bad debts.
(k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf
and in the name of the Owner, any and all legal actions or proceedings
U-Haul deems necessary or advisable to collect charges, rent or other
income due to the Owner with respect to the Property or to oust or
dispossess tenants or other persons unlawfully in possession under any
lease, license concession agreement or otherwise, and to collect
damages for breach thereof or default thereunder by such tenant,
licensee, concessionaire or occupant. The costs of all such legal
actions or proceedings shall be borne by the Owner.
(l) INSURANCE. U-Haul shall use its best efforts to assure that
there is obtained and kept in force, fire, comprehensive liability and
other insurance policies in amounts generally carried with respect to
similar facilities. Owner shall be required to participate in the
insurance coverage obtained by U-Haul. A certificate of insurance will
be provided to Owner upon the written request of Owner.
(m) TAXES. During the term of this Agreement, U-Haul shall pay
from Owner's funds, prior to delinquency, all real estate taxes,
personal property taxes, and all other taxes assessed to or levied upon
the Property. If required by the holder of any note secured by the
Property, U-Haul" will set aside, from Owner's funds, a reserve from
each month's rent and other income collected, in an amount required by
said holder.
(n) RESTRICTIONS. Notwithstanding anything to the contrary set
forth in this Section 2, U-Haul shall not be required to do, or cause
to be done, anything for the account of the Owner (i) which may make U-
Haul liable to third parties; (ii) which may not be commenced,
undertaken or completed because of insufficient funds of Owner; or,
(iii) which may not be commenced, undertaken or completed because of
acts of God, strikes, governmental regulations of laws, acts of war or
other types of events beyond the control of U-Haul, whether similar or
dissimilar to the foregoing.
(o) LIMITATIONS ON U-HAUL AUTHORITY. Notwithstanding anything to
the contrary set forth in this Section 2, U-Haul shall not, without
obtaining the prior written consent of the Owner, (i) rent storage
space in the Property by written lease or agreement for a stated term
in excess of one year, (ii) alter the building or other structures of
the Property in any material manner; (iii) make any other agreements
which exceed one year and are not terminable on thirty day's notice at
the will of the Owner, without penalty, payment or surcharge.
(p) SHARED EXPENSES. Certain economies may be achieved with
respect to certain expenses to be incurred on behalf of Owner hereunder
if materials, supplies, insurance or services are purchased by U-Haul
<PAGE>
in quantity for use not only in connection with the Property but in
connection with other properties managed by U-Haul. U-Haul shall have
the right to purchase such materials, supplies, insurance or services
in its own name and charge Owner a pro rata share of the cost;
provided, however, that the pro rata cost of such purchase to Owner
shall not result in expenses greater than would otherwise be incurred
at competitive prices and terms available in the area where the
Property is located; and provided further, U-Haul shall give Owner
access to records so Owner may review any such expenses incurred.
3. Duties of the Owner
The Owner hereby agrees to cooperate with U-Haul in the
performance of its duties under this Agreement and to that end, upon
the request of U-Haul, to provide reasonable temporary office space for
U-Haul employees on the premises of the Property, give U-Haul access to
all files, books and records of the Owner relevant to the Property.
4. Compensation of U-Haul
The Owner shall pay to U-Haul as the full amount due for the
services herein provided a monthly Management Fee equal to six percent
(6%) of the "Gross Revenue" derived from or connected with the
Property. The term "Gross Revenue" shall mean all receipts (excluding
security deposits unless and until the Owner recognizes the same as
income) of the Owner (whether or not received by U-Haul on behalf or
for the account of the Owner) arising from the operation of the
Property, including without limitation, rental payments of lessees of
space in the Property, vending machine or concessionaire revenues,
maintenance charges, if any, paid by the tenants of the Property in
addition to basic rent, parking fees, if any, and all monies whether or
not otherwise described herein paid for the use of the Property.
"Gross Revenue" shall be determined on a cash basis. The Management
Fee for each month shall be paid promptly at the end of such quarter
and shall be calculated on the basis of the "Gross Revenue" of such
quarter.
It is understood and agreed that such compensation will not be
reduced by the cost to Owner of those employees and independent
contractors engaged by or for Owner, including but not limited to the
categories of personnel specifically referred to in Section 2(d).
Except as provided in this Section 4, it is further understood and
agreed that U-Haul" shall not be entitled to additional compensation of
any kind in connection with the performance by it of its duties under
this Agreement.
5. Use of Trademarks, Service Marks and Related Items
Owner acknowledges the significant value of the U-Haul name in the
operations of the Owner's property and it is therefore understood and
agreed that the name, trademark and service mark, "U-Haul", and
related marks, slogans, caricatures, designs and other trade or service
items shall be utilized for the non-exclusive benefit of the Owner in
the rental and operation of the Property, and in comparable operations
elsewhere. It is further understood and agreed that this name and all
such marks, slogans, caricatures, designs and other trade or service
items shall remain and be at all times the property of U-Haul and its
affiliates, and that, except during the term hereof, the Owner shall
have no right whatsoever therein. Owner agrees that during the term of
this agreement the sign faces at the property will have the name U-
Haul. The U-Haul sign faces will be paid for by the Owner. Upon
termination of this agreement at any time for any reason, all such use
by and for the benefit of the Owner of any such name, mark, slogan,
caricature, design or other trade or service item in connection with
the Property shall, in any event, be terminated and any signs bearing
any of the foregoing shall be removed from view and no longer used by
the Owner. In addition, upon termination of this Agreement at any time
for any reason, Owner shall not enter into any new leases of Property
using the U-Haul lease form or use other forms prepared by U-Haul. It
is understood and agreed that U-Haul will use and shall be unrestricted
<PAGE>
in its use of such name, mark, slogan, caricature, design or other
trade or service item in the management and operation of other storage
facilities both during and after the expiration or termination of the
term of this Agreement.
6. Termination
Owner or U-Haul may terminate this Agreement with or without cause
by giving not less than sixty days' written notice to the other party
pursuant to Section 11 hereof. In addition, if Owner fails to pay U-
Haul any amounts owed under this Agreement when due, U-Haul may
terminate this Agreement by giving Owner not less than ten days written
notice pursuant to Section 11 hereof. Upon termination of this
Agreement, U-Haul shall promptly return to Owner all monies, books,
records and other materials held by U-Haul for or on behalf of Owner.
In addition, if U-Haul has contracted to advertise the Property in the
Yellow Pages, Owner shall, at the option of U-Haul, continue to be
responsible for the cost of such advertisement and shall either (i) pay
U-Haul the remaining amount due under such contract in a lump sum; or
(ii) pay U-Haul monthly for the amount due under such contract.
7. Indemnification
The Owner hereby agrees to indemnify and hold each of U-Haul", all
persons and companies affiliated with U-Haul, and all officers,
shareholders, directors, employees and agents of U-Haul and of any
affiliated companies or persons (collectively, the "Indemnified
Persons") harmless from any and all costs, expenses, attorneys' fees,
suits, liabilities, judgments, damages, and claims in connection with
the management of the Property (including the loss of use thereof
following any damage, injury or destruction), arising from any cause
except for the willful misconduct or gross negligence on the part of
the Indemnified Persons. In addition, no Indemnified Person shall be
liable for any error of judgment or for any mistake of fact or law, or
for anything which it may do or refrain from doing hereafter, except in
cases of willful misconduct or gross negligence. U-Haul hereby agrees
to indemnify and hold the Owner harmless from any and all costs,
expenses, attorneys' fees, suits, liabilities, judgments, damages and
claims in connection with the management of the Property arising from
the willful misconduct or gross negligence.
8. Assignment
Neither this Agreement nor any right hereunder shall be assignable
by the Owner and any attempt to do so shall be void ad initio. U-Haul
shall have the right to assign this Agreement to an affiliate or a
wholly or majority owned subsidiary; provided, however, any such
assignee must assume all obligations of U-Haul hereunder, the Owner's
rights hereunder will be enforceable against any such assignee and U-
Haul shall not be released from its liabilities hereunder unless the
Owner shall expressly agree thereto in writing.
9. Headings
The headings contained herein are for convenience of reference
only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement.
10. Governing Law
The validity of this Agreement, the construction of its terms and
the interpretation of the rights and duties of the parties shall be
governed by the internal laws of the State of Arizona.
11. Notices
Any notice required or permitted herein is to be given in writing
and shall be personally delivered or mailed first class postage prepaid
<PAGE>
or delivered by an overnight delivery service to the respective
addresses of the parties set forth below their signatures on the
signature page thereof, or to such other address as any party may give
to the other in writing. Any notice required by this Agreement will be
deemed to have been given when personally served or one day after
delivery to an overnight delivery service or five days after deposit in
the first class mail.
12. Severability
Should any term or provision hereof be deemed invalid, void or
unenforceable either in its entirety or in a particular application,
the remainder of this Agreement shall nonetheless remain in full force
and effect and, if the subject term or provision is deemed to be
invalid, void or unenforceable only with respect to a particular
application, such term or provision shall remain in full force and
effect with respect to all other applications.
13. Successors
This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their permitted assigns and
successors in interest.
14. Attorneys' Fees
If it shall become necessary for either party hereto to engage
attorneys to institute legal action for the purpose of enforcing its
rights hereunder or for the purpose of defending legal action brought
by the other party hereto, the party or parties prevailing in such
litigation shall be entitled to receive all costs, expenses and fees
(including reasonable attorneys' fees) incurred by it in such
litigation (including appeals).
15. Counterparts
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
16. Scope of Property Manager Responsibility.
The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the Property
for which such property manager is managing located in the domicile
state of such property manager, and no individual property manager
hereunder shall be liable for the acts or omissions of any other
property manager hereunder. Each property manager shall use its best
efforts to assist Owner in fulfilling Owner's obligations arising under
any loan to Owner that is secured by the Property, including but not
limited to preparing and providing financial and accounting reports,
and maintaining the Property.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
SAC SELF-STORAGE CORPORATION
a Nevada corporation
/S/ Edward J. Shoen
--------------------------
Edward J. Shoen, President
PROPERTY MANAGERS:
PARCEL 1 - U-Haul Storage Grant Road --
U-Haul Co. of Arizona
ATTEST:
By: /S/ John A. Lorentz Designated Broker: /S/ WCC
--------------------- --------
Name: John A. Lorentz
----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 2 - U-Haul Storage Great Hills --
PARCEL 3 - U-Haul Storage Cedar Ridge --
PARCEL 4 - U-Haul Storage Plugerville --
PARCEL 11 - U-Haul Storage Harry Hines --
PARCEL 37 - U-Haul Storage South Loop --
U-Haul Co. of Texas
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
---------------
PARCEL 5 - U-Haul Storage State Street --
PARCEL 6 - U-Haul Storage Spring Valley --
PARCEL 41 - U-Haul Storage El Camino Avenue --
U-Haul Co. of California
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
<PAGE>
PARCEL 7 - U-Haul Storage Keller Lake --
U-Haul Co. of Minnesota
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 8 - U-Haul Storage Hefner --
PARCEL 9 - U-Haul Storage Lincoln Park --
PARCEL 10 - U-Haul Storage Bethany --
U-Haul Co. of Oklahoma
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 12 - U-Haul Storage Gibralter --
U-Haul Co. of Mississippi
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 13 - U-Haul Storage Stratford Square --
PARCEL 14 - U-Haul Storage Hoffman Estates --
U-Haul Co. of Illinois
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
<PAGE>
PARCEL 15 - U-Haul Storage Ocala --
PARCEL 16 - U-Haul Storage Eustis --
PARCEL 17 - U-Haul Storage Orange City --
PARCEL 18 - U-Haul Storage New Smyrna --
PARCEL 19 - U-Haul Storage Seminole --
PARCEL 20 - U-Haul Storage Park Street --
PARCEL 33 - U-Haul Storage Longwood --
PARCEL 43 - U-Haul Storage 103rd Street --
PARCEL 44 - U-Haul Storage Mayport Rd. --
U-Haul Co. of Florida
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 21 - U-Haul Storage Brunswick --
U-Haul Co. of Maine
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 22 - U-Haul Storage Swansea --
PARCEL 23 - U-Haul Storage Hanover --
PARCEL 39 - U-Haul Storage Apple Valley --
U-Haul Co. of Massachusetts
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 24 - U-Haul Storage Cheektowaga --
PARCEL 25 - U-Haul Storage Kingston --
<PAGE>
U-Haul Co. of New York
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 26 - U-Haul Storage Hightstown --
U-Haul Co. of New Jersey
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 27 - U-Haul Storage Turnpike --
U-Haul Co. of Virginia
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 28 - U-Haul Storage NAFB --
U-Haul Co. of Nevada
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 29 - U-Haul Storage Franklin Park --
PARCEL 30 - U-Haul Storage Byrne Road --
PARCEL 31 - U-Haul Storage Worthington-Galena --
PARCEL 32 - U-Haul Storage Beavercreek --
U-Haul Co. of Ohio
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
<PAGE>
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 34 - U-Haul Storage Clarkston 2 --
PARCEL 36 - U-Haul Storage Clarkston --
PARCEL 40 - U-Haul Storage Riverdale --
U-Haul Co. of Georgia
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 35 - U-Haul Storage Granville Station --
U-Haul Co. of Wisconsin
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 38 - U-Haul Storage Guthrie Highway --
U-Haul Co. of Tennessee
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
PARCEL 42 - U-Haul Storage Ferndale --
U-Haul Co. of Washington
ATTEST:
By: /S/ John A. Lorentz
------------------------
Name: John A. Lorentz
-----------------
Title: Asst. Secretary
----------------
By: /S/ J. Scott Askew
-------------------
Name: J. Scott Askew
---------------
Title: Attorney
--------------
<PAGE>
_______________________________________________________________________
Mailing Address (for monthly reports)
_______________________________________________________________________
City, State, Zip Code
_______________________________________________________________________
Telephone of Owner
<PAGE>
Exhibit A
---------
U-HAUL STORAGE GRANT ROAD, TUCSON, AZ (883-049):
Parcel I:
That portion of Lot 3 in Block 1 of Fruitvale Addition, a subdivision of
Pima County, Arizona, as recorded in the office of the county recorder
thereof, of record in Book 4 of Maps and Plats at Page 58 thereof, more
particularly described as follows:
Commencing at the Southwest corner of said Lot 3; traverse thence North 00 deg.
00 min. 30 sec. East along the West line of said Lot 3, a distance of 150.00
feet to the true point of beginning; thence North 00 deg. 00 min. 30 sec. East,
a distance of 150.20 feet to the Northwest corner of said Lot 3; thence North
89 deg. 28 min. 33 sec. East along the North line of said Lot 3, a
distance of 119.87 feet to the Northeast corner thereof; thence South 00 deg.
00 min. 20 sec. West along the East line of said Lot 3, a distance of 65.21
feet; thence South 89 deg. 29 min. 00 sec. West, parallel with the South line
of said Lot 3, a distance of 66.00 feet; thence South 00 deg. 00 min. 20 sec.
West, parallel with the East line of said Lot 3, a distance of 85.00 feet;
thence South 89 deg. 29 min. 00 sec. West parallel with the South line of said
Lot 3, a distance of 53.88 feet, more or less, to the true point of beginning;
Together with an easement for ingress and egress over the following
described portion of said Lot 3;
The West 25.00 feet of the South 150.00 feet of said Lot 3 except
that portion thereof lying within the Grant Road Right-of-Way;
Parcel II:
Lots 1 and 2 in Block 1 of Fruitvale Addition, a subdivision of Pima County,
Arizona, according to the map of record in the Pima County Recorder's Office in
Book 4 of Maps and Plats at Page 58;
Except the South 150 feet thereof.
Parcel III:
The North 150 feet of the East half of Lot 4 in Block 1 of Fruitvale
Addition, Pima County, Arizona, according to the map of record in the Pima
County Recorder's Office, in Book 4 of Maps and Plats at Page 58.
<PAGE>
U-HAUL STORAGE GREAT HILLS, AUSTIN, TX (883-024):
Tract 1
Parcel A
Lot 1, Resubdivision of Lot 5, MRI SYSTEMS CORPORATION SUBDIVISION, Greenwood
Park; an addition in Travis County, Texas, according to the map or plat thereof
recorded in Book 72, Page 65, Plat Records of Travis County, Texas and
Cabinet C, Slide 87, Plat Records, Williamson County, Texas; SAVE AND EXCEPT
that portion awarded to the State of Texas in eminent domain proceeding set out
in Judgment in Volume 11521, Page 81 and Volume 11850, Page 1208,
Real Property Records of Travis County, Texas.
Parcel B
Lot 6, MRI SYSTEMS CORPORATION SUBDIVISION, an addition in Travis County,
Texas, according to the map or plat thereof recorded in Book 64, Page 6, Plat
Records of Travis County, Texas; SAVE AND EXCEPT that portion awarded to the
State of Texas in eminent domain proceedings set out in Judgment in Volume
11521, Page 81 and Volume 11850, Page 1208, Real Property Records of Travis
County, Texas.
Tract 2
Lots 30A and 30B, RESUBDIVISION OF JOE P. JEKEL SUBDIVISION, an addition in
Travis County, Texas, according to the map or plat thereof recorded in Book
32, Page 47, Plat Records of Travis County, Texas and Cabinet B, Slides 40,
Plat Records of Williamson County, Texas.
<PAGE>
U-HAUL STORAGE CEDAR RIDGE, DUNCANVILLE, TX (883-021):
BEING a tract of land situated in the James Anderson Survey,
Abstract No. 17, in the City of Duncanville, Dallas County, Texas
and being composed of all of Lot 1 and Lot 5 of The Point, an
addition to the City of Duncanville, Texas per map plat recorded
Volume 87144, Page 5043, Map Records, Dallas County, Texas.
COMMENCING at the intersecting point of the South right of-way
line of Big Stone Gap Road, a 60.0' right-of-way with the East
right-of-way line of S. Cedar Ridge Drive, a 100.0' rightofway;
THENCE S00 degrees 31' 10" E, along the East right-of-way line of S.
Cedar Ridge Drive, a distance of 127.80' to point of curve to the
left having a radius of 550.0', a central angle of 01 degree 41' 22",
along said curve an arc distance of 16.22' to POINT OF BEGINNING
of this dedicated tract; this Beginning Point being the S.W.
corner of Lot 4 and the N.W. corner of Lot 5 of The Point Addition;
said Beginning Point also being the most Northerly N.W. corner of
this dedicated Lot 1-A and this Beginning Point being monumented by
a 1/2" dia. iron rod;
BEGINNING POINT, THENCE S 89 degrees 46' 30" E, along the South
line of said Lot 4 and the North line of said Lot 5, a distance of 159.0'
to the S.E. corner of said Lot 4, the N.E. corner of said Lot 5
and to a point in the Wmst line of Lot 3 of The Point Addition,
being point for corner monumented by a 3/8" dia. iron rod;
THENCE S 00 degrees 13' 30" W, along the West line of said Lot 3 and
along the East line of said Lot 5, a distance of 40.33' to point
for corner in the North line of Lot 1 of The Point Addition, said
point being monumented by a 1/2" dia. iron rod;
THENCE S 89 degrees 46' 30" E, along the North line of said Lot 1, a
distance of 23.91' to corner in said North line of Lot 1, being
point for corner monumented by a 1/2" dia. iron rod;
THENCE N 00 degrees 13' 30" E, along the most Easterly Westerly line of
said Lot 1, a distance of 15.0' to the most Easterly N.W. corner
of said Lot 1, being point for corner monumented by a 1/2" dia.
iron rod;
THENCE S 89 degrees 46' 30" E, along the North line of said Lot 1 and
along the South line of said Lot 3, at 195.53' the S.E. Corner of
said Lot 3 and the S.W. corner of Lot 2 of The Point Addition,
and continuing S 89 degrees 46' 30" E in-all 335.0' to the S.E. corner
of said Lot 2 and also being the N.E. corner of said Lot 1, being
point for corner monumented by a 1.2" dia. iron rod;
THENCE S 00 degrees 24' 10" W, along the East line of said Lot 1,
a distance of 250.0' to the S.E. corner of said Lot 1, being point
for corner monumented by a chain link fence steel post;
THENCE N 89 degrees 46' 30" W, along the South line of said Lot 1,
a distance of 429.47' to point for corner and to the S.W. corner of
said Lot 1, said corner being in the East right-of-way line of S.
Cedar Ridge Drive, a 100.0' right-of-way and monumented by a 7/8"
dia. iron rod;
<PAGE>
THENCE Northerly along the East right-of-way line of said S.
Cedar Ridge Drive, being a curve to the right having a radius of
550.0', a central angle of 30 degrees 27' 30", a length distance
of 292.38' to the Point of Beginning and encompassing all of Lot 1
and Lot 5, The Point Addition and encompassing 127,920.543 Square
Feet or 2.9367 Acres of Land to become and herein dedicated as
Lot 1-A, The Point, an addition to the City of Duncanville,
Dallas County, Texas.
<PAGE>
U-HAUL STORAGE PLUGERVILLE, PLUGERVILLE, TX (883-023):
Lots 7, 8, and 9, Block B, THREE POINT ACRES, SEC. 1, an addition
in Travis County, Texas, according to the map or plat thereof
recorded in Book 7, Page 173, Plat Records of Travis County,
Texas, SAVE AND EXCEPT, however, that portion of Lots 8, and 9,
Block B, THREE POINT ACRES, SEC. 1, conveyed to the City of
Austin by Street Deed dated July 30, 1986, recorded in Volume
9889, Page 32, Real Property Records of Travis County, Texas, to
which reference is hereby made and incorporated herein for
all intents and purposms.
<PAGE>
U-HAUL STORAGE STATE STREET, SANTA BARBARA, CA (883-006):
A leasehold as created by that certain Ground Lease dated April
21, 1981, executed by La Cumbre Mutual Water Company, a
California Corporation, as lessor, and La Cumbre Development
Associates, a Limited Partnership, as lessee, and recorded
September 2, 1982 as Instrument No. 82-36923 of Official Records,
for the term and upon and subject to all of the provisions
therein contained, and as contained in the First Amendment to
Ground Lease executed by La Cumbre Water Company, a California
Corporation, as lessor, and La Cumbre Development Associates, a
Limited Partnership, as lessee, recorded July 11, 1983 as
Instrument No. 83-35361 of Official Records.
The interest of La Cumbre Development Associates, a Limited
Partnership as lessee under the above referenced Ground Lease was
assigned by Mesne assignments to: California Mini Storage, Ltd.,
A Texas Limited Partnership, by an Assignment of Ground Lease
dated November 15, 1985 and recorded November 18, 1985 as
Instrument No. 85-61875, with respect to all that certain land
situated in the City of Santa Barbara, County of Santa Barbara,
State of California, described as follows:
Parcel One:
Commencing at a 4 inch by 4 inch redwood stake 4 feet long set in
the ground about 2 feet on the East line of Pueblo Lot No. 25,
from which a 4 inch by 4 inch redwood stake set at the Northeast
corner of said Pueblo Lot bears North 0 degrees 11' East 343.76 feet;
thence at right angles to said East Line of Pueblo Lot No. 25 or
North 89 degrees 49' West 223.0 feet to another 4 inch by 4 inch redwood
stake; thence South 0 dgrees 11' West 205.64 feet to the Northerly line
of the Southern Pacific Company's 100 foot right of way North of
center line of main track; thence South 77 degrees 10' East 228.6 feet
to the said Eastern line of Pueblo lot No. 25; thence North 0 degrees
11' East along the said Eastern line 254.75 feet to the place of
beginning.
Parcel Two:
Beginning at the intersection of the Southerly line of Hollister
Avenue with the Easterly line of Outside Pueblo Lot 25; thence
South 89 degrees 33'30" West along the Southerly line of Hollister
Avenue, a distance of 30.00 feet to the Northwesterly corner of
that tract of land conveyed to La Cumbre Mutual Water Company, by
deed dated September 29, 1948, and recorded with the County
Recorder of Santa Barbara County, State of California, in
Official Records Book 811, at page 224; thence South 0 degrees 11' West
along the West line of the above mentioned land of La Cumbre
Mutual Water Company, a distance of 308.25 feet to the
Southwesterly corner of said La Cumbre Mutual Water Company
tract; thence South 89 degrees 49' East, a distance of 30.00 feet to the
East line of said Outside Pueblo Lot 25; thence, North 0 degree 11'
East, along the East line of said Lot 25, a distance of 308.25
feet to the point of beginning.
Excepting from Parcels One and Two above all buildings and
improvements located thereon which buildings and improvements are
and shall remain real property.
<PAGE>
Parcel Three:
All buildings and improvements located on the land described in
Parcel One and Two above, as conveyed by Deed from Lance Alworth,
an unmarried man to California Mini Storage, Ltd., a Texas
Limited Partnership recorded November 18, 1985 as Instrument No.
85-61874 of Official Records.
<PAGE>
U-HAUL STORAGE SPRING VALLEY, SPRING VALLEY, CA (883-007):
THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE COUNTY OF
SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
Parcel 1:
LOT 18, LA PRESA ACRES, IN THE COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2135, FILED IN THE
OFFICE OF THE COUNTY RECORDER, OF SAN DIEGO COUNTY, OCTOBER 17, 1928.
Parcel 2:
ALL OF THE EAST ONE-THIRD OF LOT 24 IN BLOCK 8 OF THE SUBDIVISION
OF TRACT "H" OF RANCHO JAMACHA, IN THE COUNTY OF SAN DIEGO, STATE
OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 812, FILED IN THE
OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 21, 1896.
EXCEPTING THEREFROM THE SOUTH 553.00 FEET.
ALSO EXCEPTING THEREFROM THE WEST 95.00 FEET OF THAT PORTION OF
SAID EAST ONE-THIRD OF LOT 24 LYING NORTH OF THE SOUTH 553.00
FEET THEREOF.
Parcel 3:
THE EAST 45.00 FEET OF THE WEST 95.00 FEET OF THE EAST ONETHIRD
OF LOT 24 IN BLOCK 8 OF THE SUBDIVISION OF TRACT "H" OF JAMACHA
RANCHO, IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
ACCORDING TO MAP THEREOF NO. 812, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 21, 1896, LYING
NORTH OF THE SOUTH 553.00 FEET OF SAID LOT 24.
<PAGE>
U-HAUL STORAGE KELLER LAKE, MAPLEWOOD, MN (883-011):
The East 210 feet of the West 250 feet of Block 20, Clifton
Addition Ramsey County, Minnesota. Subject to State Truck
Highway No. 36, and further rights, easements and conveyances to
State of Minnesota under File Nos. 1538655, 1538656 and 1539997.
Together with an easement for driveway purposes over the
Southerly 40 feet of the West 20 feet of the East 230 feet of the
West 250 feet of Block 20, Clifton Addition; and subject to an
easement for driveway purposes over the Southerly 40 feet of the
West 20 feet of the East 210 feet of the West 250 feet of Block
20, Clifton Addition.
AND
The West 250 feet of Block 23, Clifton Addition, Ramsey County,
Minnesota. Abstract.
<PAGE>
U-HAUL STORAGE HEFNER, OKLAHOMA CITY, OK (883-013):
Tract 1
Lots Thirty (30), Thirty-one (31) and Thirty-two (32), in Block
Thirteen (13), COLLEGE PARK ADDITION to Oklahoma City, Oklahoma
County, Oklahoma, and the South Ten feet (10') of the vacated
Twenty foot (20') alley abutting said Lots 31 and 32 and all of
the vacated Eighty foot (80') Walker Avenue abutting said Lot 32
and the South Ten feet (10') of vacated alley, all as shown on
the plat recorded in Book 13 of Plats, page 53.
Tract 2
All of Lots Twenty-five (25) through Thirty-two (32), both
inclusive, and the South 27.50 feet of Lots Seventeen (17)
through Twenty-Four (24), both inclusive, all in Block Five (5),
COLLEGE PARK ADDITION to Oklahoma City, Oklahoma County,
Oklahoma, and all of the vacated alley lying between said Lots 25-
32 and Lots 17-24, and the East Seventy-five feet (75') of
vacated Eighty foot (80') Walker Avenue abutting said Lot 25,
Twenty foot (20') vacated alley and the South 27.5 feet of Lot
24, all as shown on the plat recorded in Book 13 of Plats, page
53.
Tract 3
A part of Block Twelve (12), Block Four (4) and Block Five (5)
and the vacated streets and alleys adjoining said Blocks, as
shown on the recorded plat of COLLEGE PARK ADDITION to the City
of Oklahoma City, Oklahoma County, Oklahoma, and said part of
Blocks 4, 5, and 12 and said vacated streets and alleys being
more particularly described as follows: BEGINNING at the
Southwest corner of Lot thirty (30), of said Block Four (4);
Thence North parallel to the West right-of-way line of the
vacated North Walker Avenue a distance of 368.78 feet to a point
on the North right-of-way line vacated N.W. 109th Street; Thence
East and parallel to the said right-of-way line a distance of
105.00 feet to the East right-of-way line of vacated North Walker
Avenue; Thence North along said East right-of-way line a distance
of 150.00 feet to a point on the centerline of the vacated alley
in Block 12; Thence East along said centerline a distance of
300.00 feet; Thence South along the East line of Lot 36 in said
Block 12 and said East line extended a distance of 187.50 feet to
a point on the centerline of vacated N.W. 109th Street; Thence
West along said centerline a distance of 100.00 feet; Thence
South along the East line of Lot 17, Block 5 and said East line
extended, a distance of 150.00 feet to a point 27.50 feet North
of the Southeast corner of said Lot 17; Thence West and parallel
to the centerline of vacated N.W. 109th Street a distance of
275.00 feet; Thence South and parallel to the West line of
vacated North Walker Avenue a distance of 181.29 feet to the
North line of Hefner Road; Thence West along said North line a
distance of 30.00 feet to the point or place of beginning.
<PAGE>
Tract 4
A portion of Blocks Five (5) and Twelve (12) as shown on the
recorded plat of COLLEGE PARK ADDITION to the City of Oklahoma
City, Oklahoma County, Oklahoma, and said portion being more
particularly described as follows: The West 22.00 feet of Lot 4,
all of Lots 5-12, both inclusive, all of Lots 3740, both
inclusive in said Block 5; All of the South one-half (1/2) of the
now vacated N.W. 109th Street abutting the West 22 feet of Lot 4
and all of Lots 5-12, both inclusive, in said Block 5; the North
one-half (1/2) of the now vacated alley abutting the West 22.00
feet of Lot 4 and all of Lots 5-12, both inclusive, in said Block
5; and the South one-half (1/2) of the now vacated alley abutting
Lots 37-44, both inclusive, and the West 22.00 feet of Lot 45,
all in said Block 5, and all of Lots 41-44 LESS AND EXCEPT
the South 122.84 feet thereof, and the West 22 feet of Lot 45 LESS
AND EXCEPT the south 122.84 feet thereof, all in said Block 5;
All of Lots 1-24, both inclusive, all of Lots 3748, both
inclusive, in said Block 12; the North one-half (1/2) of the now
vacated N.W. 109th Street abutting lots 37-48, both inclusive, in
said Block 12; the North one-half (1/2) of the now vacated alley
abutting Lots 1-24, both inclusive, in said Block 12; and the
South one-half (1/2) of the now vacated alley abutting Lots 37-48,
both inclusive, in said Block 12.
<PAGE>
U-HAUL STORAGE LINCOLN PARK, OKLAHOMA CITY, OK (883-014):
Tract 5
All of Block One (1) BEVERLYS HILLS ADDITION, in Oklahoma County,
Oklahoma according to the recorded plat thereof: LESS AND EXCEPT
the following described tract: A portion of Lots Seven (7),
Eight (8) and Nine (9). In Block One (1): BEGINNING at the
Southeast corner of Lot 8: Thence North 89 deg. 50'52" East
along the South line of Lot 9, a distance of 30.93 feet: Thence
North 0 deg. 09'08" West and parallel to and 30.93 feet East of
the West line of Lot 9, a distance of 100.00 feet: Thence South
89 deg. 50'52" West and parallel to and 100 feet North of the
South line of Block 1, a distance of 200.00 feet to a point on
the East line of Grand Boulevard, said point also being on the
West line of Block 1: Thence Southeasterly along the East right-
of-way line of Grand Boulevard, said line being a curve to the
left with a radius of 2192.00 feet a distance of 31.08 feet to a
point: Thence Southeasterly along a curve to the left having a
central angle of 75 deg. 24'00" and a radius of 93.39 feet a
distance of 122.90 feet to a point of tangency: Thence North 89
deg. 50'52" East along the South line of Lot 8, a distance of
71.20 feet to the point or place of beginning.
Tract 7
A portion of Lots Seven (7), Eight (8) and Nine (9), in Block One
(1): BEGINNING at the Southeast corner of Lot 8: Thence North 89
deg. 50'52" East along the South line of Lot 9, a distance of
30.93 feet: Thence North 0 deg. 50'52" West and parallel to and
30.93 feet East of the west line of Lot 9, a distance of 100.00
feet: Thence South 89 deg. 50'52" West and parallel to and 100
feet North of the South line of Block 1, a distance of 200.00
feet to a point on the East line of Grand Boulevard, said point
being also on the West line of Block 1: Thence Southeasterly
along the East right-of-way line of Grand Boulevard, said line
being a curve to the left with a radius of 2192.00 feet a distance
of 31.08 feet to a point: Thence Southeasterly along a curve to
the left having a central angle of 75 deg. 24'00" and a radius of
93.39 feet a distance of 122.90 feet to a point of tangency:
Thence North 89 deg. 50'52" East along the South line of Lot 8,
a distance of 71.20 feet to the point or place of beginning.
<PAGE>
U-HAUL STORAGE BETHANY, OKLAHOMA CITY, OK (883-015):
TRACT 6
A part of Section Twenty-one (21), Township Twelve (12) North,
Range Four (4) West of the Indian Meridian, Oklahoma County,
Oklahoma, more particularly described as follows:
Beginning at a point on the East line of Section 21, 462.00 feet
North of the Southeast corner of Section 21, Township 12 North,
Range 4 West of the Indian Meridian, Oklahoma County, Oklahoma;
Thence West and parallel with the South line of said quarter
section a distance of 656.20 feet; (measured 655.88); Thence
South and parallel with the East line of said quarter section a
distance of 312.00 feet; Thence East and parallel with the South
line of said quarter section a distance of 126.88 feet; Thence
North and parallel with the East line of said quarter section a
distance of 50.0 feet; Thence East and parallel with the South
line of said quarter section a distance of 234.0 feet; Thence
North and parallel with the East line of said quarter section a
distance of 95.0 feet; Thence East and parallel with the South
line of said quarter section a distance of 65.0 feet; Thence
North and parallel with the East line of said quarter section a
distance of 117.0 feet; Thence East and parallel with the South
line of said quarter section a distance of 230.0 feet to a point
on the East line of Section 21; Thence North 50 feet to the point
or place of beginning.
Actual Property Description as shown on survey dated July 15,
1994, by James D. Franklin, Registered Land Surveyor No. 189.
A part of Section Twenty-one (21), Township Twelve (12) North,
Range Four (4) West of the Indian Meridian, Oklahoma County,
Oklahoma, more particularly described as follows:
Beginning at a point on the East line of Section 21, 462 feet
North of the Southeast corner of Section 21, Township 12 North,
Range 4 West of the Indian Meridian, Oklahoma County, Oklahoma;
thence South 89 degrees 57'00" West a distance of 655.88 feet to a
point in the East line of Paynes Gardens Addition (Plat Book 26,
Number 100, Oklahoma County, Oklahoma); thence South 00 degree
01'00" West on the East line of said Paynes Gardens Addition to
Oklahoma County a distance of 312.00 feet; thence North 89 degree
57'00" East a distance of 126.88 feet; thence North 00 degrees
01'00" East a distance of 50.00 feet; thence North 89 degrees
57'00" East a distance of 234.00 feet; thence North 00 degree
01'00" East a distance of 95.00 feet; thence North 89 degrees
57'00" East a distance of 65.00 feet, thence North 00 degree
01'00" East 117.00 feet; thence North 89 degrees 57'00" East
a distance of 230.00 feet to the East line of Section 21, Township
12 North, Range 4 West of the Indian Meridian; thence North
00 degrees 01'00" East along said East Section line a distance of
50.00 feet to the point of beginning.
AND
A part of the Southeast Quarter (SE/4) of Section Twenty-one
(21), Township Twelve (12) North, Range Four (4) West of the
Indian Meridian, in Oklahoma County, Oklahoma, more
<PAGE>
particularly described as follows: BEGINNING at a point on the East
line thereof, 462 feet North of the Southeast corner of SE/4; Thence
North along said East line 66 feet; Thence West 330 feet; Thence
South 66 feet: Thence East 330 feet to the East line thereof, the
point or place of beginning.
AND
A part of the Southeast Quarter (SE/4) of Section Twenty-one
(21), Township Twelve (12) North, Range Four(4) West of the
Indian Meridian, in Oklahoma County, Oklahoma, more particularly
described as follows: BEGINNING at a point 528 feet North of the
Southeast corner of said Quarter Section; Thence North 66 feet;
Thence West 330 feet; Thence South 66 feet; Thence East 330 feet
to the point or place of beginning.
Said two tracts more particularly described as follows, as shown
on survey dated July 15, 1994, by William D. Brollier, Registered
Land Surveyor No. 1129:
Being a tract of land in the Southeast Quarter of Section 21,
Township 12 North, Range 4 West of the Indian Meridian, Oklahoma
City, Oklahoma County, Oklahoma, which is the land described in
deed recorded in Book 6430, Page 1657 of the Oklahoma County
Clerks Office, being more particularly described as:
Commencing at a nail with "E.D. Hill, L.S. 13" shiner found as
the Southeast corner of said Section 21; thence on the East line
of said Section 21, North 00 degrees 01'00" East (Deed = North) 462.40
feet (Deed = 462 feet) to the point of beginning of the herein
described tract, from which a found iron rod with plastic "E.D.
Hill, L.S. 13" cap bears 50.00 feet at South 89 degree 57'00" West;
thence continuing on the East line of said Section 21 North
00 degrees 01'00" East 132.00 feet to the Northeast corner of the herein
described tract, from which a found iron rod with plastic "E.D.
Hill, L.S. 13" cap bears 50.00 feet at South 89 degrees 57'00" West;
thence departing said East line, South 89 degree 57'00" West (Deed =
West) 330.00 feet to a #3 rebar with orange plastic "CA 1628" cap
set as the Northwest corner of the herein described tract; thence
South 00 degrees 01'00" West (Deed = South) 132.00 feet to a #3 rebar
with orange plastic "CA 1628" cap set as the Southwest corner of
the herein described tract, said point being on the North line of
the land described as tract 6 in Quit Claim Deed recorded in Book
6487, Page 1783 of the Oklahoma County Clerks Office; thence on
the South line of the herein described tract and the North line
of said Tract 6 North 89 degrees 57'00" East (Deed = East) 330.00
feet to the point of beginning.
<PAGE>
U-HAUL STORAGE HARRY HINES, DALLAS, TEXAS (883-022):
BEING a tract or parcel of land situated in the Wm. Moneyham
Survey, Abstract No. 946,778 Dallas County, Texas and also being
all of Lot 7, city Block B/6519, Jack Lively's Subdivision
(Unrecorded) and said tract, parcel or lot being more
particularly described by metes and bounds as follows:
BEGINNING at found "X" in concrete in the Westerly R.O.W. line of
Harry Hines Blvd., said Point being South 20 Degrees 31 minutes
East, a distance of 245.6 feet from the Southeasterly end of a
diagonal R.O.W. (clip corner) connecting the Westerly R.O.W. line
of Harry Hines Blvd. (164.0 foot R.O.W.) with the Southerly
R.O.W. line of Southwell Road (60.0 foot R.O.W.); said Beginning
Point being the Northeast corner of said Lot 7;
THENCE South 20 degrees 31 minutes East along the Westerly R.O.W.
line of Harry Hines Blvd. and along the Easterly line of said Lot
7, a distance of 180.0 feet to iron pin for corner being the
Southeast corner of said Lot 7 and the Northeast corner of Lot 8
of said unrecorded subdivision; as monumented by 1/2 inch iron rod
in concrete as found;
THENCE South 81 degrees 42 minutes West along the South line of
said Lot 7 and along the North line of said Lot 8, a distance of
439.209 feet for corner being the Southwest corner of said Lot 7
and the Northwest corner of said Lot 8 and said point also being
in the Easterly line of Lot 14 of said unrecorded subdivision; as
monumented by found capped rod;
THENCE North 13 degrees 10 minutes 24 seconds West along the
Westerly line of said Lot 7 and along the Easterly line of Lots
14, 15 and 16, respectively of said unrecorded subdivision, a
distance of 229.624 feet for corner being the Northwest corner of
said Lot 7 and the Northeast corner of Lot 16, the Southeast
corner of Lot 3 and the Southwest corner of Lot 4 of said
unrecorded subdivision; as monumented by found 1/2 inch diameter
iron pipe;
THENCE North 88 degrees 52 minutes 34 seconds East along the
North line of said Lot 7 and along the South line of Lot 4 and
Lot 6, respectively of said unrecorded subdivision, a distance of
423.948 feet to the PLACE OF BEGINNING and encompassing all of
Lot 7, City Block B/6519, City of Dallas, Dallas County, Texas;
as shown on Jack Livel's Subdivision (Unrecorded), and containing
86,233.85427 Square Feet or 1.97966 acres of land, more or less.
<PAGE>
U-HAUL STORAGE GIBRALTER, JACKSON, MS (883-025):
Being part of Gibraltar Heights, Part 3, Jackson, Mississippi, as
recorded in Plat Book 15 at Page 12 and a part of Lot 4, Harvey
Place Subdivision, as recorded in Surveyor's record Book B at
page 89, all in the Chancery Records of Hinds County, Mississippi,
and being more particularly described as follows:
Beginning at the Northwest corner of Lot 18, of said Gibraltar
Heights, Part 3, and run thence N 0 degrees 39' 19" E, along the
East right-of-way line of Gibraltar Drive, 122.82' to the Southwest
corner of the Checkers Drive-in Restaurants, Inc., property as
recorded in Deed Book 4220 at page 574 of the aforesaid Chancery
Records; run thence S 89 degrees 20' 41" E, along the South boundary
of the Checkers property, 153.69' to the Western boundary of the
Taylor Hotel Courts, Inc., property as recorded in Deed Book 1344
at Page 540 of the aforesaid Chancery Records; run thence S 0 degrees
39' 19" W, along the Western boundary of the Taylor property,
403.42' to the southeast corner of Lot 15, of said Gibraltar
Heights, Part 3, run thence 89 degrees 07' 27" W, along the South
boundary of said Lot 15, 153.69' to the Southwest corner thereof;
run thence N 0 degrees 39' 19" E, along the East right-of way line
of Gibraltar Drive, 280.00' to the Point of Beginning.
<PAGE>
U-HAUL STORAGE STRATFORD SQUARE, BLOOMINGDALE, IL (883 027):
Lots 10 and 11 in Tower Industrial Subdivision, being a part of
the West half of Section 20, Township 40 North, Range 10, East of
the Third Principal Meridian, according to the plat thereof
recorded July 3, 1985, as document no. R85-52795, in DuPage
County, Illinois.
<PAGE>
U-HAUL STORAGE HOFFMAN ESTATES, HOFFMAN ESTATES, IL (883 028):
Lots 16 and 17 in BARRINGTON SQUARE INDUSTRIAL CENTER, UNIT NUMBER 2,
being a subdivision of part of fractional Section 6, Township 41 North,
Range 10 East of the Third Principal Meridian, in Cook County, Illinois.
<PAGE>
U-HAUL STORAGE OCALA, OCALA FL (883-031):
That certain piece, parcel and tract of land located in Marion County,
Florida and described as follows:
Beginning at a point on the East boundary of the Northeast 1/4 of
Section 4, Township 16 South, Range 22 East, 827.09 feet North of
the Southeast corner of said Northeast 1/4, thence run North along
said East boundary 1001.06 feet, thence North 89 deg. 57 min. 30
sec. West 785.93 feet, thence South 26 deg. 30 min. 45 sec. East
493.89 feet, thence North 89 deg. 57 min. 30 sec. West 400 feet
to the East right-of-way line of U. S. Highway No. 441, thence
South 26 deg. 30 min. 45 sec. East along said right-ofway line
67.05 feet, thence South 89 deg. 57 min. 30 sec. East 400 feet,
thence South 26 deg. 30 min. 45 sec. East to a point which is
North 89 deg. 57 min. 30 sec. West of the POINT OF BEGINNING,
thence South 89 deg. 57 min. 30 sec. East 286 feet, more or less
to the point of beginning.
AND
Commence at the Southeast corner of the NE 1/4 of Section 4,
Township 16 South, Range 22 East, thence North 1828.15 feet,
thence West 785.93 feet for a Point of Beginning, thence West 400
feet, thence Southeasterly along and with the Easterly right-of-
way line of U. S. Highway 441, 560.94 feet, thence East 400 feet,
thence Northwesterly parallel to the East right-of-way line of U.
S. Highway 441, 560.94 feet to the Point of Beginning LESS the
South 60 feet thereof, and ALSO LESS the following: Commencing
at the SE corner of the NE 1/4 of Section 4, Township 16 South,
Range 22 East, and proceed North, along the East boundary line of
said NE 1/4, a distance of 1828.15 feet, thence West, a distance of
785.93 feet to a concrete monument at the Point of Beginning of
the Parcel of Land as described herein, thence S. 89 degrees
35'35"W., a distance of 399.58 feet to a concrete monument on the
Easterly right-of-way line of U.S. Highway No. 441, thence S. 26
degrees 42'56"E., along said right-of-way line a distance of
247.02 feet to a concrete monument, thence N. 89 degrees
35'35"E., a distance of 399.54 feet to a concrete monument,
thence N. 26 degrees 42'26".
<PAGE>
U-HAUL STORAGE EUSTIS, EUSTIS, FL (883-032):
The West 500 feet of the following parcel:
That Part of the South 1/2 of the Southwest 1/4 of the Northeast 1/4 of
Section 22, Township 19 South, Range 26 East, lying North of the
Northerly line of State Road 19 (a/k/a U.S. Highway 441) Lake County Florida.
<PAGE>
U-HAUL STORAGE ORANGE CITY, DEBARY, FL (883-033):
That part of the Northeast 1/4 of Section 26, Township 18 South,
Range 30 East, excepting that part of the aforesaid property
lying in the Orange City to Enterprise Road, Volusia County,
Florida, and excepting that portion West of Enterprise Road, and
except the North 1267.25 feet thereof, being more particularly
described as follows: Commence at the Southeast corner of the
North 1267.25 feet of said Northeast 1/4, run thence West along
the South line of the North 1267.25 feet of said Northeast 1/4, a
distance of 786.10 feet to the point of beginning, thence
continue West along the said South line of the North 1267.25 feet
a distance of 650.00 feet to the Easterly right-of-way line of
Enterprise Road, thence run South 24 degrees 13'52" East along said
Easterly right-of-way line a distance of 219.32 feet; thence run
East parallel with the South line of the North 1267.25 feet a
distance of 559.99 feet; thence run North a distance of 200.00
feet to the point of beginning, Volusia County, Florida.
<PAGE>
U-HAUL STORAGE NEW SMYRNA, NEW SMYRNA, FL (883-034):
Lots 1, 2, 3, 4, and 5 and the Northerly 55 feet of Lot 6, Block
C, WARMACK'S SUBDIVISION, as shown on Map in Map Book 8, Page 227
of the Public Records of Volusia County, Florida.
<PAGE>
U-HAUL STORAGE SEMINOLE, SEMINOLE, FL (883-036):
Parcel I:
The Northerly 65.0 feet of the Easterly 190.00 feet of the
Westerly 240.00 feet of the South half of the Southwest 1/4 of the
Northeast 1/4 of Section 34, Township 30 South, Range 15 East,
Pinellas County, Florida.
Parcel II:
That part of the South half of the Southwest 1/4 of the Northeast
1/4 of Section 34, Township 30 South, Range 15 East, Pinellas County,
lying West of the 60 foot wide Tampa and Gulf Coast Railroad
right-of-way as described in Deed Book 67, on page 151, Pinellas
County records, LESS the Westerly 240.00 feet thereof, and LESS
the Southerly 418.00 feet thereof.
<PAGE>
U-HAUL STORAGE PARK STREET, ST. PETERSBURG, FL (883-037):
That part of Government Lot 1, Section 1, Township 31 South,
Range 15 East, Pinellas County, Florida, being further described
as follows:
From the Northeast corner of said Government Lot 1 as a Point of
Reference: Thence N 88 degrees 46'44" W, along the North line of
said Section, 111.01 feet to the point on the Westerly right-of-
way line of State Road 695-S. The same being Park Street
Extension as recorded in O.R. Book 2060, Page 388, records of
Pinellas County, Florida: Thence S 00 degrees 20'09" W, along
said Westerly right-of-way 468.24 feet for a Point of Beginning:
Thence along said right-of-way by the following three courses: 1.
S 00 degrees 20'09" West, 160.29 feet; 2. N 89 degrees 39'51"
West, 3.00 feet; 3. S 00 degrees 20'09" West, 74.83 feet; Thence
leaving said right-of-way line, N 89 degrees 39'51" West, 577.00
feet to an iron rod set at the top of the bank; thence continue N
89 degrees 39'51" West, to the waters of Long Bayou to a point
hereinafter known as Point "C" for convenience; Return thence to
the Point of Beginning thence N 89 degrees 39'51" West, 12.00
feet to an iron rod set at the approximate mean high water line
of Long Bayou; thence along the waters of said Long Bayou and
binding therewith in a Southwesterly direction to the
aforementioned Point "C", containing 3.558 acres more or less by
polar planimeter.
<PAGE>
U-HAUL STORAGE BRUNSWICK, BRUNSWICK, ME (883-038):
All that certain parcel of land with the buildings thereon
situated on Route 24 in Brunswick, Cumberland County, State of
Maine, all more particularly described as follows, to wit:
Commencing at iron pin in the ground in the easterly side of
Route 24, so-called, and the northern most point of that land
conveyed to William F. Slattery by deed of Ann E. Snow dated May
31, 1983, recorded in Cumberland County Registry of Deeds in Book
6108, Page 334; thence 39 degrees 00' 45" E seven hundred sixty and
sixty-three hundredths feet (760.63') along the westerly bound of
land now or formerly of the heirs of Claudia Messier; thence S
37 degrees 48' 10" E five hundred thirty-eight and seventy-six
hundredths feet (538.76') along the westerly bound of land now or
formerly of the heirs of Claudia Messier to an iron pin in the
ground and land known as Coastal Estates; thence N 84 degrees 28'30" W
four hundred twenty-two and sixty-five hundredths feet (422.65')
along the northerly bound of Coastal Estates to an iron pin in
the ground thence S 13 degrees 13' 15" W twelve and twelve hundredths
feet (12.12') to a point on the easterly side of Route 24; thence
northerly along the easterly side of Route 24 and following a
curve to the left, the radius of which is two thousand nine
hundred fourteen and ninety-three hundredths feet (2,914.93') two
hundred one and one hundredths feet (201.01') to a monument;
thence N 21 degrees 43' 30" W along the easterly side of Route 24 eight
hundred fifty-nine and forty-four hundredths feet (859.44') to an
iron pin in the ground and the point of beginning.
PARCEL 22 (U-HAUL STORAGE SWANSEA, SWANSEA, MA) (100092)(883-041):
A certain tract or parcel of land located in Swansea, Bristol
County, Commonwealth of Massachusetts, situated on the southerly
side of Route 6, Grand Army Highway, so called, shown and
delineated as Lot 23A upon a plan of land entitled: "Plan of
Land in Swansea, MA., Prepared for Roland Levesque, R.F. Geisser
& Associates, Inc., Consulting Engineers, East Providence, R.I.,
Scale: 1" = 40', Date: Aug. 24, 1988" - recorded with the
Bristol County (Fall River District) Registry of Deeds at Plan
Book 89, Page 1. Said Lot 23A contains, according to said plan,
3.09 acres, more or less.
Said land is otherwise described as follows:
Beginning at a point in the westerly sideline of Sears Street at
its intersection with the southerly sideline of Route 6; thence
running S. 04 degrees 40' 48" E., a distance of 550.00 feet to a point
for a corner; thence turning and running S. 88 degrees 16' 56" W., a
distance of 330 feet to a point for a corner; thence turning and
running N. 01 degrees 43' 03" W., a distance of 140 feet to a point;
thence turning and running N. 67 degrees 49' 13" E., a distance of 72
feet to a point for a corner; thence turning and running N. 10 degrees
16' 38" E., a distance of 440 feet to the southerly sideline of
Route 6; thence turning and running in line of said Route 6, S.
73 degrees 44' 21" E., a distance of 150 feet to the point and place of
beginning.
PARCEL 23 (U-HAUL STORAGE HANOVER, HANOVER, MA) (100093)(883-042):
All that certain parcel of land with the buildings thereon
situated at 49 Frank's Lane, Hanover, Plymouth County,
Massachusetts, more particularly described a follows:
<PAGE>
A certain parcel of land situated on the northwesterly side
of Frank's Lane as shown on the plan referred to below, in the
Town of Hanover, in the County of Plymouth and the Commonwealth
of Massachusetts, bounded and described as follows:
Beginning at a point on the northwesterly side line of
Frank's Lane at the northeasterly corner of Lot 4 and
southeasterly corner of Lot 3 on said plan; thence
N79-23-30 W A distance of four hundred twenty-one and twenty-
four hundredths feet (421.24) to a point; thence
N05-24-08 W A distance of four hundred ninety-six and sixty-
eight hundredths feet (496.68) to a point; thence
N04-21-13 W A distance of two hundred eighty-five and twenty-
six hundredths feet (285.26) to a point; on the
southerly side of Henry's Lane and last two (2)
courses bounding on a portion of land of BCG
Realty Trust and on J.D. and M.A. Halloran, James
R. and Marylin J. Grande, John and Deborah L.
Mahoney and Ann Murphy and Ellen J. Griffin;
thence
N84-19-12 E A distance of one hundred sixty-four and
thirteen hundredths feet (164.13) to a point;
thence
N81-52-53 E A distance of two hundred seventeen and fifty-
one hundredths feet (217.51) to a point; the
previous two (2) courses bounding Henry's Lane;
thence
S13-07-55 E A distance of five hundred seventy-two and
ten hundredths feet (572.10) to a point;
thence
Southeasterly and curving to the left along the arc of a
curve having a radius of three thousand nine
hundred eighty-two and fifty-six hundredths feet
(3982.56) a length of one hundred sixtyeight and
three hundredths feet (168.03) to a point; the
previous two courses bounding Lot 1 on said plan;
thence
Southwesterly and curving to the left along the arc of a curve
having a radius of two hundred seventy-five and no
hundredths feet (275.00), a length of two hundred
and no hundredths feet (200.00) to the point of
beginning.
The above described parcel of land contains an area of 369,287
square feet or 8,477 acres, and is more particularly shown as
Lot - 3 on a Plan entitled: "Lot Layout Plan, Definitive
Subdivision in Hanover, Mass. on Washington Street, Owners: BCG
Realty Trust", Scale 40 feet to an inch, dated November 21, 1984
and revised March 4, 1985, prepared by BSC Loring H. Jacobs Co.
<PAGE>
293 R Washington Street, Norwell, MA 02061 recorded as Plan No. 596
of 1985 with said Registry in Plan Book 25, Page 914.
PARCEL 24 (U-HAUL STORAGE CHEEKTOWAGA, CHEEKTOWAGA,
NY)(100094)(883-043):
ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, with the buildings and
improvements thereon erected, situate, lying and being situate in the
Town of Cheektowaga, County of Erie and State of New York, being part of
Lot No. Fifteen (15), Township Eleven (11), Range Seven (7) of the
Holland Land Company's Survey, more particularly described as follows:
Beginning at a point at the intersection of the east line of
Ludwig Avenue and the northwesterly corner of lands conveyed to
Wikel Mfg. Co. of New York Inc. by deed recorded in Liber 9240 of
Deeds at Page 606; thence northerly along the east line of Ludwig
Avenue, a distance of 281.40 feet to the southerly line of lands
conveyed to Willis Miller and Marlene Miller, his wife, by deed
recorded in Liber 9120 of Deeds at Page 544; thence easterly
along said south line of the aforementioned lands, a distance of
200 feet; thence northerly parallel with the east line of Ludwig
Avenue, a distance of 150 feet to a point; thence easterly at an
interior angle of 90 degrees a distance of 287.14 feet to a line
drawn parallel with the west line of Great Lot No. 15, 18 chains
and 18 links east therefrom, as measured at right angles thereto,
as set forth on a Map attached to a deed to Alan Kennedy and
recorded in Liber 35 of Deeds at Page 181; thence southerly along
said line, a distance of 431.40 feet to the north line of lands
conveyed to Wikel Mfg. Co. of New York Inc. by deed recorded in
Liber 9240 of Deeds at Page 606; thence westerly a distance of
487.74 feet to the point of beginning, being a parcel containing
4.14 acres more or less.
<PAGE>
U-HAUL STORAGE KINGSTON, KINGSTON, NY (883-067):
ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, with the
buildings and improvements thereon erected, situate lying and
being in the Town of Ulster, Ulster County, New York,
BEGINNING at a recovered bar on the Easterly side of Ulster
Avenue Mall, formerly New York State Highway Route US 9W, said
point also being the Northwesterly corner of lands of F.H.H.
Realty, Inc., Liber 1749 Page 294, and running:
1) thence from said point of beginning along the Easterly
side of Ulster Avenue Mall, North 23 degrees 30' 00" East, 23.00 feet
to a point at the Southwesterly corner of lands of The Juhl Corporation,
Liber 2296 Page 126;
2) thence along the Southerly line of lands of
The Juhl Corporation, South 65 degrees 37' 30" East, 403.02 feet to a point
on the Westerly line of lands of Consolidated Rail Corp.
3) thence along the Westerly line of lands of
Consolidated Rail Corp. the following courses and distances:
South 14 degrees 32' 00" West, 326.76 feet to a point'
4) thence South 17 degrees 08' 00" West, 246.21 feet to a point
at the Northeasterly corner of lands of the Estate of Mary Lay,
Liber 496 Page 136, said lands also being a thirty (30') foot right of way:
5) thence along the Northerly line of lands of Estate of Mary Lay
and said right of way, North 71 degrees 47' 00" West, 180.89 feet to a point
on the Southeasterly corner of lands of Pizza Hut of America Inc.,
Liber 1522 Page 124;
6) thence along the Easterly line of lands of
Pizza Hut of America Inc., North 17 degrees 08' 00" East, 99.54 feet to a point
on the Southerly line of lands of Harold E. and Sowia Kent, Liber 1877 Page 169
and Liber 2024, Page 21;
7) thence along the Southerly line of lands of Kent,
South 71 degrees 47' 00" East, 120.00 feet to a point said point being the
Southeasterly corner of lands of Kent;
8) thence along the Easterly line of lands of Kent,
North 10 degrees 28' 00" East, 148.00 feet to a point on the Southerly line of
lands of Martin Gruberg and others, Liber 1787 Page 148 and
Liber 1893 Page 228;
9) thence along the Southerly line of lands of Gruberg and others,
South 71 degrees 47' 00" East, 28.07 feet to a recovered iron bar being
the Southeasterly corner of lands of Gruberg;
10) thence along the Easterly line of lands of Gruberg,
North 15 degrees 18' 00" East, 190.00 feet to a point, said point being
the Northeasterly corner of lands of Gruberg and others;
11) thence along the Northerly line of lands of Gruberg and others
North 65 degrees 31' 00" West, 254.87 feet to a recovered iron bar at the
Southeasterly corner of lands of F.H.H. Realty, Inc.;
12) thence along the Easterly line of lands of F.H.H. Realty, Inc.,
North 24 degrees 22' 30" East, 116.21 feet to a recovered iron bar being the
Northeasterly corner of lands of F.H.H. Realty Inc.;
13) thence along the Northerly line of lands of F.H.H. Realty, Inc.,
North 65 degrees 37' 30" West, 163.98 feet to the place of beginning.
Containing: 1.874 Acres
<PAGE>
All bearings are referred to Magnetic North as of 1965.
The above described premises have the right to the use of a
twenty-eight (28) foot wide right of way recorded in Liber 1749
Page 290, more particularly described as follows:
BEGINNING at a recovered iron bar on the Easterly side of Ulster
Avenue Mall, formerly New York State Highway Route US 9W, said
point also being the Northwesterly corner of lands of F.H.H.
Realty Inc., Liber 1749 Page 294, and running:
1) thence from said point of beginning along the Northerly
line of lands of F.H.H. Realty, Inc. South 65 degrees 37' 30" East,
28.00 feet to a point;
2) thence through the lands of F.H.H. Realty, Inc.,
South 23 degrees 30' 00" West, 67.30 feet to a point;
3) thence continuing through the lands of F.H.H. Realty, Inc.,
North 65 degrees 31' 00" West, 28.00 feet to a point on the Easterly side
of Ulster Avenue Mall;
4) thence along the Easterly side of Ulster Avenue Mall,
North 23 degrees 30' 00" East, 67.25 feet to the place of beginning.
Containing: 0.043 Acres
All bearings are referred to Magnetic North as of 1965.
The above described premises are also subject to a twenty three
(23') foot wide permanent easement and right of way recorded in
Liber 1749 Page 290, more particularly described as follows:
BEGINNING at a recovered iron bar on the Easterly side of Ulster
Avenue Mall, said point also being the Northwesterly corner of
lands of F.H.H. Realty, Inc., and running:
1) thence from said point of beginning along the Easterly
side of Ulster Avenue Mall, North 23 degrees 30' 00" East, 23.00 feet to
a point on the Southerly line of lands of The Juhl Corporation,
Liber 2296 Page 126;
2) thence along the Southerly line of lands of The Juhl Corporation,
South 65 degrees 37' 30" East, 164.33 feet to a point;
3) thence through the lands to be conveyed to
Amerco Real Estate Company, South 24 degrees 22' 30" West, 23.00 feet to a
recovered iron bar at the Northeasterly corner of lands of F.H.H. Realty, Inc.,
Liber 1749 Page 294;
4) thence along the Northerly line of lands of F.H.H. Realty Inc.,
North 65 degrees 37' 30" West, 163.98 feet to the place of beginning.
Containing: 0.087 Acres
All bearings are referred to Magnetic North as of 1965.
The above described premises have the right to the use of a thirty (30) foot
wide easement for ingress and egress, more particularly described as follows:
<PAGE>
BEGINNING at a point on the Easterly side of Ulster Avenue Mall,
formerly New York State Highway Route US 9W, said point being the
Northwesterly corner of lands of Amerco Real Estate Company,
Liber 2162 Page 210, and running:
1) thence from said point of beginning along the Easterly
side of Ulster Avenue Mall, North 10 degrees 28' 00" East, 30.27 feet to
a point at the Southwesterly corner of lands of Pizza Hut of America, Inc.,
Liber 1522 Page 124, and running:
2) thence along the Southerly line of lands of
Pizza Hut of America, Inc., South 71 degrees 47' 00" East, 409.23 feet to a
point on the Westerly line of lands of Consolidated Rail Corp.;
3) thence along the Westerly line of lands of Consolidated Rail Corp.,
South 17 degrees 08' 00" West, 30.01 feet to a point at the
Northeasterly corner of lands of Ulster Fire District #5,
Liber 1577 Page 187 and Liber 2012 Page 52;
4) thence along the Northerly line of lands of Ulster Fire District #5
and lands of Amerco Real Estate Company, North 71 degrees 47' 00" West,
405.72 feet to the place of beginning.
Containing 0.281 Acres
All bearings are referred to Magnetic North as of 1965.
Reserving unto the Grantor F.H.H. Inc., Its successors or assigns an Easement
for purpose of Ingress or Egress over so much of the above described premises
as follows:
BEGINNING at a recovered bar on the Easterly side of Ulster
Avenue Mall, formerly New York State Highway Route US 9W, said
point also being the Northwesterly corner of lands of lands of
F.H.H. Realty, Inc. Liber 1749 at page 294, and running:
Thence from said point of beginning along the Easterly side
of Ulster Avenue Mall, North 23 degrees 30' 00" East, 23.00 feet
to a point at the Southwesterly corner of lands of the Juhl Corporation,
Liber 2296 at Page 126;
Thence along the Southerly line of lands of The Juhl Corporation,
South 65 degrees 37' 30 East, 164.33 feet to a point.
Thence on a course of South 24 degrees 22' 30" West 23 feet to a point.
Thence on a course of North 65 degrees 37' 30" West 163.98 feet to the
Easterly line of Ulster Avenue Mall.
<PAGE>
U-HAUL STORAGE HIGHTSTOWN, HIGHTSTOWN, NJ (883-045):
Land and premises situate in the Township of Monroe, County of Middlesex
and State of New Jersey, being more particularly described as follows:
ALL that certain lot, piece or parcel of land, with the buildings
and improvements thereon erected, situate, lying and being in the
Township of Monroe, County of Middlesex and State of New Jersey,
bounded and described according to a survey made by International
Land Surveying, Inc., dated October 14, 1992, as follows:
BEGINNING at an iron pin set at the Northwesterly corner of Lot
13.05 in Block 4 as shown on the current Monroe Township Tax Map,
said being located North 06 degrees 34 minutes 20 seconds East,
distant 409.95 feet from the intersection of the Northerly right
of way line of New Jersey State Highway Rt. #33 with the common
line between Lots 13.02 and 13.05 in Block 4; from said beginning
point running;
1) North 06 degrees 34 minutes 20 seconds East, along the
common line between Lots 13.07 and 13.02, in Block 4, as shown on
said Tax Map, 814.67 feet to an iron pin set; thence
2) South 82 degrees 59 minutes 40 seconds East, along the
common line between Lots 13.07 and 9, in Block 4, as shown on
above mentioned Tax Map, 400 feet to an iron pin set; thence
3) South 06 degrees 47 minutes 25 seconds West, along the
common line between Lot 13.07 and Lots 10, 11.01 and 12.01 in
Block 4, as shown on the current Monroe Township Tax Map, 749.02
feet to a concrete monument found; thence
4) South 87 degrees 36 minutes 43 seconds West, along the
common line between Lot 13.07 and Lots 13.06 and 13.05, in Block
4, as shown on said Tax Map, 402.04 feet to the point and place
of beginning.
BEING known and designated as Lots 13.07, in Block 4, as shown on
a filed Map entitled "Monroe Heights," as filed in the Middlesex
County Clerk's Office on August 15, 1988, as File No. 971,
Map No. 4737.
EXCEPTING THEREOUT AND THEREFROM land as conveyed in Deed from
Monroe Heights a New Jersey Partnership, to Rosewood Development
Corp., a New Jersey Corporation, dated February 26, 1988,
recorded February 26, 1988, in deed book 3684, page 632; and by
Corrective Deed from Monroe Heights, a New Jersey Corporation, to
Martin D. Levine, dated March 9, 1990, recorded March 14, 1990,
in deed book 3844, page 97 (affecting ingress and egress
Easements), bounded and described as follows:
BEING known and designated as Lots 13.05, in Block 4, as shown on
certain Map entitled "Monroe Heights Subdivision Final Map,"
situated in Monroe Township, Middlesex County,
<PAGE>
New Jersey, which Map was filed in the Middlesex County Clerk's Office on
August 15, 1984, as Map No. 4737, File No. 971.
ALSO known as Lot 13.05, in Block 4, Township of Monroe, Middlesex County,
New Jersey.
<PAGE>
U-HAUL STORAGE TURNPIKE, ROANOKE, VA (883-047):
Being all of Parcels 1, 2 & 3 Map of Warehouse Rental Associates,
Recorded in Map Book 1, Page 365, Roanoke, Virginia.
BEGINNING at Corner #1, an existing iron pin on the Southerly
right-of-way line of Salem Turnpike, N.W., said corner #1 bears S
78o 45' 00" E, 25.00 feet as measured along Salem Turnpike from
the point of intersection with the Easterly right-of-way line of
Westwood Boulevard N.W. (50' R/W);
Thence, leaving the above described beginning point and running
with the Southerly line of Salem Turnpike, S 78 degrees 45' 00" E,
428.00 feet to a set iron pin at corner #2;
Thence, leaving Salem Turnpike and running with the Westerly line
of the H & C Partnership Property (D.B. 1550, Page 709), S 11 degrees
15' 00" W, 420.60 feet to a set iron pin at corner #3;
Thence, leaving the H & C Partnership Property and running with
the Northerly line of the Greenvale Nursery School, Inc. Property
(D.B. 972, Page 219) N 78o 45' 00" W, 453.00 feet to corner #4, a
P.K. Nail set on the Westerly right-of-way line of Westwood
Boulevard, N.W. (50' R/W);
Thence, with same N 11 degrees 15' 00" E, 395.60 feet to a set iron pin
and corner #5;
Thence, leaving said Westwood Boulevard and with a curved line to
the right, said curve being defined by a delta angle of 90 degrees 00'
00", a radius of 25.00 feet, a chord bearing and distance of N 56 degrees
15' 00" E, 35.36 feet and an arc distance of 39.27 feet to the point of
beginning and containing 4.371 acres (190,398 square feet).
This new overall description defines the same area as described in the
Title Commitment #90650246.
<PAGE>
U-HAUL STORAGE NAFB, LAS VEGAS, NV (883-060):
The Southeast Quarter (SE 1/4) of the Northeast Quarter (NE 1/4) of the
Southwest Quarter (SW 1/4) of the Southeast Quarter (SE 1/4) of Section
17, Township 20 South, Range 62 East, M.D.B.&M.
EXCEPTING THEREFROM the interest in and to the Southerly 9.2 feet
of the above described property.
FURTHER EXCEPTING THEREFROM the interest in and to the East 30 feet as
conveyed to the County of Clark for road purposes by Deed recorded
October 21, 1977 as Instrument No. 761289.
<PAGE>
U-HAUL STORAGE FRANKLIN PARK, TOLEDO, OH (883-057):
Part of the West 1/3 of the East 1/2 of the Northwest 1/4 of Section
13, Town 9 South, Range 6 East, City of Toledo, Lucas County,
Ohio, bounded and described as follows: BEGINNING at the
Northwest corner of the East 1/2 of the Northwest 1/4 of said Section
13; thence S-00 degrees-20'-51"-W along the West line of the East 1/2
of the Northwest 1/4 of said Section 13 a distance of 147.69 feet to a
point; thence S-61 degrees-32'-03"-E along the Northerly Line of the
premises as described in Volume 705, Page 307 and Volume 844,
Page 210, Lucas County Records, said line also being parallel
with the centerline of Monroe Street, a distance of 130.00 feet
to a point; thence S-22 degrees-02'-48"-W a distance of 190.82 feet to
a point on the centerline of Monroe Street that is 50.00 feet
Southeasterly of the intersection of the centerline of Monroe
Street with the West line of the East 1/2 of the Northwest 1/4 of
said Section 13, as measured along the centerline of Monroe
Street; thence S-61 degrees-32'-03"-E along the centerline of Monroe
Street a distance of 30.20 feet to a point; thence N-21 degrees-49'-42"-E
along the Westerly line of the premises as described in Volume 1935, Page 95,
Lucas County Records, a distance of 119.17 feet to a point; thence
S-86 degrees-14'-50"-E along the Northerly line of the premises as described
in said Volume 1935, Page 95, a distance of 68.38 feet to a point;
thence S-89 degrees-36'-31"-E along a line that is perpendicular to the
East Line of the West 1/3 of the East 1/2 of the Northwest 1/4 of said
Section 13, a distance of 262.59 feet to a point on the East line of the
West 1/3 of the East 1/2 of the Northwest 1/4 of said Section 13;
thence N-00 degrees-23' 29"-E along the East line of the West 1/3
of the East 1/2 of the Northwest 1/4 of said Section 13, a distance of
265.64 feet to a point on the North line of the East 1/2 of the
Northwest 1/4 of said Section 13; thence N-86 degrees-01'-41"-W
along the North line of the East 1/2 of the Northwest 1/4 of said Section 13,
a distance of 446.33 feet to the point of beginning.
<PAGE>
U-HAUL STORAGE BYRNE ROAD, TOLEDO, OH (883-056):
Situated in the State of Ohio, County of Lucas and in the City of
Toledo and being Lot Number One (1) in Handy Storage Midwest No. 6 Subdivision,
as the same is shown of record in Plat Book 126, page 58.
<PAGE>
U-HAUL STORAGE WORTHINGTON-GALENA, COLUMBUS, OH (883-053):
Situated in the State of Ohio, County of Franklin and in the City
of Columbus, being in Lot 5 of Smith & Jenkins unrecorded
subdivision of Section 1, Township 2, Range 18, United States
Military Lands, containing 2.566 acres of land, more or less,
1.340 acres of said 2.566 acres being out on that tract of land
designated as FIRST TRACT and 1.226 acres of said 2.566 acres
being out of that tract of land designated as SECOND TRACT as
both are described in the deeds to Orville E. Keys of record in
Deed Book 1136, page 268 and Deed Book 1275, page 7, both being
of record in the Recorder's Office, Franklin County, Ohio, said
2.566 acres of land being more particularly as follows:
Beginning, for reference, at the centerline intersection of
Worthington-Galena Road (80 feet in width) with Worthington Woods
Boulevard (80 feet in width), as said Worthington-Galena Road and
Worthington Woods Boulevard are shown and delineated upon the
recorded plat of WORTHINGTON WOODS SECTION TWO, of record in Plat
Book 58, pages 89 and 90, Recorder's Office, Franklin County,
Ohio, said point also being in a northwesterly line of said
Worthington Woods Section Two; thence S. 39 degrees 40' 08" W,
with the centerline of said Worthington-Galena Road and with the
said northwesterly line of WORTHINGTON WOODS SECTION TWO, a
distance of 60.00 feet to a point; thence S. 50 degrees 19' 52"
E, a distance of 40.00 feet to a point in the southeasterly right-
of-way line of Worthington-Galena Road, the same being in a
southeasterly boundary line of said WORTHINGTON WOODS SECTION
TWO; thence with both, the southeasterly right-of-way line of
Worthington-Galena Road and a southeasterly boundary line of said
WORTHINGTON WOODS SECTION TWO, the following two (2) courses and
distances: 1.) S. 39 degrees 40' 08" W, a distance of 816.95
feet to an angle point; 2.) S. 39 degrees 25' 37" W., a distance
of 320.20 feet to 3/4 inch (I.D.) iron pipe (set) at the true
point of beginning of said 2.566 acre tract of land;
Thence, from said true point of beginning, S. 87 degrees 08' 44"
E, parallel with and 150.00 feet northerly from, as measured at
right angles, the northerly line of that 7.046 acre tract of land
described in the deed to Liebert Corporation, of record in
Official Record 01196F20, Recorder's Office, Franklin County,
Ohio, a distance of 375.13 feet to a 3/4 inch (I.D.) iron pipe
(set);
Thence N. 2 degrees 51' 16" E, parallel with and 180.00 feet
westerly from, as measured at right angles, the westerly line of
that 5.598 acre tract of land conveyed to Liebert Corporation by
deed of record in Official Record 08952D15.
<PAGE>
U-HAUL STORAGE BEAVERCREEK, BEAVERCREEK, OH (883-055):
Situated in the State of Ohio, County of Greene and in the City
of Beavercreek and more fully described as follows:
Being Lot Number Two (2) of Daytona Mills Plat as the same is numbered
and delineated upon the recorded plat thereof, of record in Plat Book 23,
pages 143 and 144, Recorder's Office, Greene County, Ohio.
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL:
Being a parcel of land lying on the left and right sides of the
centerline of survey of the proposed North Fairfield Road storm
sewer made by Woolpert Consultants for the City of Beavercreek,
Ohio as shown on the plans for GRE-C.R. 9-3.38 (North Fairfield
Road) on file in the District 8 offices of the Ohio Department of
Transportation.
Beginning at the northwest corner of Lot No. 2 of the Daytona
Mills Plat as recorded in Plat Book 23, pages 143 and 144 of the
Plat Records of Greene County, Ohio, said corner being located
thirty-eight and 09/100 (38.09) feet left of Station 7+12.49 of
the proposed centerline of survey of the North Fairfield Road
Storm Sewer as shown on the above mentioned plans, said corner
also being in the centerline of North Fairfield Road (C.R. 9);
thence with the north line of Lot No. 2 of the Daytona Mills
Plat, South 53o 49' 41" East for forty-seven and 07/100 (47.07)
feet;
thence leaving the north line of Lot No. 2 of the Daytona Mills
Plat, South 11 degrees 25' 47" West for fifty (50) feet;
thence South 12 degrees 44' 06" East for one hundred thirty-eight and
00/100 (138.00) feet;
thence South 17 degrees 12' 21" East for twenty-six and 47/100 (26.47)
feet to a point in the line common to Lot No. 1 and Lot No. 2 of
the said Daytona Mills Plat;
thence with the line common to Lot No. 1 and Lot No. 2 of the
said Daytona Mills Plat North 58 degrees 03' 45" West for ninety-three
and 72/100 (93.72) feet to the southwest corner of Lot No. 2 and
the northwest corner of Lot No. 1 of the Daytona Mills Plat;
thence with the west line of Lot No. 2 of the Daytona Mills Plat
for the following two (2) courses:
North 16 degrees 29' 00" West for ninety-three and 82/100 (93.82) feet;
thence North 22 degrees 17' 30" East for one hundred four and 98/100
(104.98) feet to the point of beginning.
<PAGE>
U-HAUL STORAGE LONGWOOD, LONGWOOD, FL (883-035):
The north 476.84 feet of that part of the SW 1/4 of Section 32,
Township 20 south, Range 30 east, Seminole County, Florida, lying
west of Longwood Ave., LESS the west 361.4 feet, and also LESS
right-of-way for State Road 427.
<PAGE>
U-HAUL STORAGE CLARKSTON 2, CLARKSTON, GA (883-029):
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 97
of the 18th District of DeKalb County, Georgia and being more
particularly described as follows:
TO FIND THE POINT OF BEGINNING, commence at a point formed by the
intersection of the Southeasterly right-of-way of Sams Road (a 60
foot right-of-way) and the Southwesterly right-of-way of Montreal
Road (an 80 foot right-of-way); thence running South 36 degrees 12' 03"
West a distance of 175 feet along the Southeasterly right of-way
of Sams Road to an iron pin set and the Point of Beginning;
thence running South 53 degrees 58' 55" East a distance of 200.26 feet
to an iron pin set on the Northwesterly side of property now or
formerly owned by Tower Atlanta, Inc.; thence running South 36 degrees
24' 57" West a distance of 235.0 feet to an iron pin set; thence
running North 57 degrees 42' 47" West a distance of 208.68 feet to an
iron pin set on said Southeasterly right-of-way of Sams Road;
thence running Northeasterly along and following the curvature of
said Southeasterly right-of-way of Sams Road an arc distance of
48.02 feet, said arc being subtended by a chord bearing North 46 degrees
50' 26" East a chord distance of 47.74 feet to an iron pin set on
the Southeasterly right-of-way of Sams Road; thence running North
36 degrees 12' 03" East, along and following the curvature of said
Southeasterly right-of-way of Sams Road a distance of 201.68 feet
to an iron pin set and the POINT OF BEGINNING; containing 1.111
acres according to that plat of survey for Springfield Capital
Corp., prepared by Quadra-Tech. Inc., by Wallace Long Hambrick,
Georgia Registered Land Surveyor No. 1375, dated December 31, 1986.
<PAGE>
U-HAUL STORAGE GRANVILLE STATION, MILWAUKEE, WI (883-026):
Parcel Four of Certified Survey Map No. 3896, being a subdivision
of a part of the NW 1/4 of Section 8, T 8 N, R 21 E, in the City of
Milwaukee, Milwaukee County, Wisconsin, recorded on July 17, 1980
on Reel 1308 as Image 1099 as Document No. 5410878.
<PAGE>
U-HAUL STORAGE CLARKSTON, CLARKSTON, GA (883-030):
DeKalb County, Georgia and being more particularly described as follows:
Parcel A
TO FIND THE TRUE POINT OF BEGINNING; commence at an iron pin
located at the intersection of the Southerly side of Church
Street with the Easterly Side of Northern Avenue; running thence
North 79 degrees 52' 25" East along the Southerly side of Church Street
a distance of 78.04 feet to an iron pin, said iron pin being the
TRUE POINT OF BEGINNING; continuing thence South 74 degrees 24' 10" East
a distance of 117.92 feet to a point; running thence South 74 degrees
29' 00" East a distance of 82.90 feet to a point; running thence
South 15 degrees 58' 34" East a distance of 154.11 feet to an iron pin;
running thence South 17 degrees 17' 22" East a distance of 81.82 feet to
an iron pin; running thence North 86o 02' 22" West a distance of
361.55 feet to a point; running thence along an arc a distance of
118.08 feet, said arc having a chord bearing of North 22 degrees 04' 27"
East and a chord distance of 115.85 feet to a point; running
thence along an arc a distance of 161.50 feet, said arc having a
chord bearing of North 20 degrees 50' 27" East and a chord distance of
158.06 feet to a point; thence North 79 degrees 52' 25" East a distance
of 0.66 feet to an iron pin found and the TRUE POINT OF
BEGINNING.
The above described parcel containing 1.5227 acres and being
designated as Parcel "A" on a boundary survey, prepared for Ward
Snyder, by Samuel G. Evans, Jr., RLS (EDI Engineers & Surveyors,
Inc.) dated September 3, 1986 a copy of which boundary survey is
recorded in Plat Book 83, page 76, DeKalb County Records.
Parcel B
ALL THAT TRACT OR PARCEL of land lying and being in Land Lot 66
of the 18th District of DeKalb County, Georgia and being more
particularly described as follows:
BEGINNING at an iron pin located at the intersection of the
Southerly side of Church Street with the Easterly side of
Northern Avenue; running thence North 79 degrees 52' 25" East along
the Southerly side of Church Street a distance of 26.30 feet to a
point; running thence along an arc a distance of 116.39 feet,
said arc having a chord bearing of South 22 degrees 21' 06" West
and a chord distance of 114.25 feet to a point; running thence along
an arc a distance of 5.88 feet, said arc having a chord bearing of
South 40 degrees 39' 19" West and a chord distance of 5.88 feet to a
point; running thence North 00 degrees 50' 02" East along the Easterly
side of Northern Avenue a distance of 64.86 feet to an iron pin;
running thence North 26 degrees 42' 05" East a distance of 45.51 feet
to the POINT OF BEGINNING.
The above described parcel containing 0.0640 acres and being
designated as Parcel "B" on the boundary survey prepared for Ward
Snyder by Samuel G. Evans, Jr., RLS (EDI Engineers & Surveyors,
Inc.) dated September 3, 1986 a copy of which boundary survey is
recorded in Plat Book 83, page 76, DeKalb County Records.
<PAGE>
U-HAUL STORAGE SOUTH LOOP, TEMPLE, TX (883-058):
Tract 1
BEING a 1.222 acre tract of land situated in the MAXIMO MORENO SURVEY, ABSTRACT
No. 14, Bell County, Texas and being all of that certain 1.222 acre tract of
land, Exhibit "A", described in a Warranty Deed with Vendor's Lien from
Robert W. Lecanne to Luther N. Vogel, dated July 1, 1992 and being of record
in Volume 2855, Page 619, Deed Records of Bell County, Texas and being more
particularly described as follows:
BEGINNING at a 1/2" iron rod set (calls 3/8" iron rod found) at the
northeast corner of the said 1.222 acre tract; said 1/2" iron rod
set being the southeast corner of that certain 0.083 acre tract
of land described in a Warranty Deed of Gift from Temple
Stations, Inc. to City of Temple, Texas, dated April 27, 1981 and being of
record in Volume 1728, Page 140, Deed Records of Bell County, Texas.
THENCE S. 23 degrees 12' 10" W., 357.26 feet with the east line of the
1.222 acre tract to a 1 1/4" iron pipe found at the southeast corner of said
tract for corner;
THENCE N. 70 degrees 46' 01" W., 135.89 feet with the south line of the
1.222 acre tract to a 1/2" iron rod set at the southwest corner of said tract
for corner;
THENCE N. 19 degrees 06' 46" E. 359.61 feet with the west line of the 1.222
acre tract to a 1/2" iron rod found at the northwest corner of said tract;
said 1/2" iron rod found being the southwest corner of the aforementioned
said 0.083 acre tract for corner:
THENCE S. 69 degrees 37' 43" E., 161.42 feet with the north line of the 1.222
acre tract and the south line of the 0.083 acre tract to the place of BEGINNING
and containing 53,232.557 square feet or 1.222 acres of land.
Tract 2
BEING a 0.383 acre tract of land situated in the MAXIMO MORENO
SURVEY, ABSTRACT No. 14, Bell County, Texas and being all of that
certain 0.383 acre tract of land described in a General Warranty
Deed from Herbert R. Schwertner and Lena M. Schwertner to Luther
N. Vogel, dated August 14, 1992 and being of record in Volume
2873, Page 653, Deed Records of Bell County, Texas and being more
particularly described as follows:
BEGINNING at a 1 1/4" iron pipe found at the northerly northwest
corner of that certain 37.9793 acre tract of land described in a
Substitute Trustee's deed from Sam R. Perry, Trustee to Jack M. Moore,
Substitute Trustee dated January 7, 1992 and being of record in Volume 2794,
Page 152, Deed Records of Bell County, Texas; said 1 1/4" iron pipe found
being in the south rightof-way line of H.K. Dodgen Loop (Loop 363);
<PAGE>
THENCE S. 69 degrees 25' 55" E., 30.00 feet with the most northerly
north line of the said 37.9793 acre tract and said 0.383 acre tract and with
the said south right-of-way line to a 1/2" iron rod set for corner;
THENCE S. 18 degrees 34' 38" W., 370.61 feet departing from the said most
northerly north line and south right-of-way line to a 1/2" iron rod set
for corner;
THENCE N. 70 degrees 46' 01" W., 60.00 feet to a 1 1/4 " iron pipe found
at an ell corner of the said 37.9793 acre tract for corner;
THENCE N. 70 degrees 46' 01" E., 372.18 feet with the west line of the
said 37.9793 acre tract to the place of BEGINNING and containing
16,694.311 square feet or 0.383 acres of land.
<PAGE>
U-HAUL STORAGE GUTHRIE HIGHWAY, CLARKSVILLE, TN (883-059):
Land in the 6th Civil District of Montgomery County, Tennessee,
being the same property conveyed to Burklow and Associates, Inc.,
by deed of record in Official Record Book Volume 352, page 1840,
Register's Office for Montgomery County, Tennessee, and more
particularly described as follows:
Beginning at a concrete monument in the south property line of
Page which is situated 681.50 feet from an iron pin in the west
right-of-way line of U.S. Highway 79; thence with Page's property
line south 86 degrees 52 minutes east 681.50 feet to an iron pin
the west right-of-way line of U.S. Highway 79; thence with the
west right-of-way line of U.S. Highway 79 south 24 degrees 36
minutes 56 seconds west 198.81 feet to an iron pin in said right-
of-way line; thence north 86 degrees 52 minutes west 608.69 feet
to an iron pin; thence north 3 degrees 8 minutes east 185 feet to
the concrete monument at the point of beginning and containing
2.7371 acres, more or less, according to survey by Clarksville
Engineering Services, Inc., dated October 17, 1984, and being
designated as Map and Parcel No. 32-18, on the Maps of the
Assessor of Property for Montgomery County, Tennessee.
This is the same realty conveyed to the herein Grantor by deed of
record in Official Record Book Volume 352, Page 1840, in the
Register's Office for Montgomery County, Tennessee.
Included in the above referenced realty but expressly excluded
herefrom is the following described parcel conveyed to B. S. W.
Development Company by deed of record in Official Record Book
Volume 450, Page 1774, in the Register's Office for Montgomery
County, Tennessee:
Beginning at an iron pin located in the west right-of-way of U.S.
Highway 79, the southeast corner of this real estate and the
northeast corner of the F.F.H. Properties' property, 228.00 feet,
more or less, north of the intersection of the west right of-way
of U.S. Highway 79 with the north right-of-way of Terminal Road:
thence leaving said right-of-way of U.S. Highway 79 and with the
north line of the F.F.H. Properties' property, north 86 degrees
52 minutes 00 seconds west 250.00 feet to an iron pin, said iron
pin being the southwest corner of this real estate and the
northwest corner of the F.F.H. Properties' property; thence north
22 degrees 17 minutes 35 seconds east 82.38 feet to a point, said
point being in the south line of a 2.737 acre tract belonging to
Burklow and Associates, Inc. (ORBV 352, Page 1840, ROMCT); thence
south 86 degrees 52 minutes 00 seconds east 251.40 feet to an
iron pin situated in the west right-of-way of U.S. Highway 79,
said iron pin being the northeast corner of this real estate and
the southeast corner of the aforesaid 2.73 acre tract; thence
with the west right-of-way of U.S. Highway 79 on a curve to the
left having a delta of 0 degrees 49 minutes 12 seconds, a radius
of 5789.58 feet, a tangent of 41.42 feet for an arc length of
82.85 feet, said curve being subtended by a chord bearing south
23 degrees 12 minutes 27 seconds west for a chord distance of
82.85 feet to the point of beginning, and containing 0.448 acres,
(19,499.508 square feet), more or less, according to survey dated
October 16, 1984, and revised on August 18, 1987, March 30, 1988,
October 18, 1989, and November 28, 1990, of Victor L. Albright,
Jr. Tennessee Registered Land Surveyor, License No. 333, of
Clarksville Engineering Services, Inc., Public Square, P.O. Box
10, Clarksville, Tennessee, 37040.
<PAGE>
U-HAUL STORAGE APPLE VALLEY, CLINTON, MA (883-063):
The land in Clinton, Worcester County, Massachusetts, together with all
buildings and other improvements thereon, and with all privileges and
appurtenances thereto belonging, bounded and described as follows:
Beginning at a stone bound in the Westerly side of High Street at
the tangent point of a curve having a radius, Four Hundred Sixty-
Two and 4/10 (462.4) feet, which bound is located Two Hundred
Twenty-Seven and 27/100 (227.27) feet southerly from a stone
bound from the most Northwesterly corner of other land, now or
formerly of the John Mark Delli Priscoli, Trustee of Apple Valley
Mini-Storage Realty Trust measured on the Westerly side of said
High Street;
Thence running S. 26 degrees 14' 20" West, by said line of High
Street, Three Hundred Thirty-Three and 47/100 (333.47) feet to an
angle in the Street;
Thence running N. 63 degrees 43' 20" West, Five (5) feet to a
cement bound;
Thence running S. 30 degrees 11' 50" West, still by said line of
High Street, Two Hundred Sixty-Five and 50/100 (265.5) feet to a
cement bound in said Westerly line of said High Street;
Thence running by said Westerly line of High Street Southerly on
an arc having a radius of Twelve Hundred (1200) feet, FortyFive
(45) feet to the Nashua River;
Thence following said river bank, downstream, Thirteen Hundred
Twenty (1320) feet, more or less, to a point at the town line
between Lancaster and Clinton;
Thence running S. 64 degrees 10' East, by other land, nor or
formerly of John Mark Delli Priscoli, Trustee of Apple Valley
Mini-Storage Realty Trust One Hundred Seventy-Six (176) feet,
more or less, to a corner at other land, now or formerly of said
Trustee;
Thence running by said other land of said Trustee S. 18 degrees
41' 20" West, One Hundred Ninety-Eight (198) feet, more or less,
to an iron pipe;
Thence still running by said other land of the Grantor S. 41
degrees 3' E., Seventy-Four and 13/100 (74/13) feet to an iron
pipe set in the ground;
Thence still running by said other land of said Trustee S. 57
degrees 42' 40" E., Two Hundred Eleven and 40/100 (211.40) feet
to the point of beginning.
<PAGE>
U-HAUL STORAGE RIVERDALE, COLLEGE PARK, GA (883-066):
All that tract or parcel of land lying and being in Land Lot 89
of the 13th District of Clayton County, Georgia containing 125,819 Square Feet
or 2.888 Acres and more fully described as follows:
BEGINNING at an iron pin at the intersection of the South
line of Land Lot 89 with the Southwesterly right-of way of
Riverdale Road or State Route 139. (100' right-of-way)
THENCE South 88 degrees 24 minutes 21 seconds West for a
distance of 722.21 feet along said Land Lot Line, which line is
also the dividing line between Land Lots 89 and 104 of the 13th
District of Clayton County, to an iron pin on the Southeastern
right-of-way of Flat Shoals Road. (80' right-of-way) THENCE along
a curve to the left having a radius of 431.06 feet and an arc
length of 233.87 feet, being subtended by a chord of
North 49 degrees 01 minutes 47 seconds East for a distance of 231.01 feet
along the southeasterly right-of-way of Flat Shoals Road to the point of
tangent of said curve.
THENCE North 33 degrees 29 minutes 14 seconds East for a distance of
89.75 feet along said southeasterly right-of way to the point of curve of the
following curve.
THENCE along a curve to the left having a radius of 15916.24 feet and
an arc length of 130.87 feet, being subtended by a chord of
North 33 degrees 15 minutes 06 seconds East for a distance of 130.87 feet
along said right-of-way to an iron pin.
THENCE North 87 degrees 53 minutes 44 seconds East for a distance of
218.24 feet leaving said right-of-way to an iron pin.
THENCE South 01 degrees 04 minutes 26 seconds East for a distance of
183.34 feet to a nail in a concrete driveway.
THENCE South 88 degrees 24 minutes 42 seconds West for a distance of
0.69 feet to a point inside the wall of a concrete block storage building.
THENCE South 01 degrees 35 minutes 22 seconds East for a distance of
76.00 feet to a chiseled and painted mark in a concrete driveway.
THENCE North 88 degrees 24 minutes 38 seconds East for a distance of
201.21 feet to a chiseled and painted mark in a concrete driveway on the
southwesterly right-of-way of Riverdale Road.
THENCE along a curve to the right having a radius of 1095.92 feet and
an arc length of 18.39 feet, being subtended by a chord of
South 02 degrees 06 minutes 54 seconds East for a distance of 18.39 feet along
the southwesterly right-of-way of Riverdale Road to the point of tangent of
said curve.
THENCE South 01 degrees 38 minutes 15 seconds East for a distance of
51.61 feet along said right-of-way to an iron pin and THE POINT OF BEGINNING.
This is the same property as that described in a deed from
Riverdale Road LTD., a Georgia Limited Partnership to KM Investments, LTD.
a Georgia Limited Partnership dated October 29, 1986 and recorded in
deed book 1337, page 588 in the Office of The Clerk of Superior Court of
Clayton County, Georgia and in a deed from National Rent-A-Space, Inc. and
<PAGE>
T. Kenneth Minchew, Jr. to KM Investments, LTD. dated November 5, 1986 and
recorded in deed book 1337, page 593 aforesaid records.
<PAGE>
U-HAUL STORAGE EL CAMINO AVENUE, SACRAMENTO, CA (883-065):
The land herein referred to is described as follows:
All that certain real property situate, lying and being in the
City of Sacramento, County of Sacramento, State of California,
described as follows:
Parcel One:
The North one-half of Lot 1, Block "H" of Addition No. 4, North
Sacramento, California, according to the Plat thereof, recorded
in the Office of the County Recorder of Sacramento County, in
Book 11 of Maps, Map No. 38.
EXCEPTING THEREFROM the West 120.00 feet thereof.
ALSO EXCEPTING THEREFROM all that portion thereof described as
follows:
BEGINNING at the Southeast corner of the North 1/2 of said Lot 1;
thence along the South line of the North 1/2 of said Lot 1 North 89
degrees, 55 minutes West 108.06 feet to a line that lies parallel
with and is distant 80.00 feet Northwesterly, measured at right
angles, from the center line of the Department of Public Works
Survey between the American River and 1/3 mile East of the Ben
Ali Road III Sac-3-B; thence, along said parallel line North 41
degrees, 06 minutes, 30 seconds East 164.62 feet to the East line
of said Lot 1; thence South 0 degrees, 05 minutes, West 124.19
feet to the point of beginning.
FURTHER EXCEPTING THEREFROM a portion of those certain parcels of
land described in Deed recorded June 4, 1973, in Book 7306 04, at
Page 342. Official Records of Sacramento County, said portion is
all that part thereof lying Easterly of a line described as
follows:
BEGINNING at the same point of beginning described in Parcel 3 of said Deed;
thence from said point of beginning North 44 degrees, 48 minutes,
24 seconds East 952.86 feet to a point on the Westerly right-of-way line of the
existing State Highway Route 80, distant thereon 80.23 feet Westerly, measured
at right angles from the base line of Engineer's Station "B3" 213+62.44 of the
Department of Public Works survey on Road 03-Sac-80 from P.M. 4.1 to P.M. 9.0.
Parcel Two:
All that portion of Lots 2, 3 and 4 in Block "H", as shown on the
Official "Plat of Addition No. 4, North Sacramento, California",
recorded in Book 11 of Maps, Map No. 38, records of Sacramento
County described as follows:
BEGINNING at the Northwest corner of said Lot 4 and running along
the South line of said Lot 2 North 89 degrees, 55 minutes West,
180.00 feet; thence North 0 degrees, 05 minutes East, 137.22
feet; thence South 89 degrees, 55 minutes East 20.00 feet; thence
North 0 degrees, 05 minutes East 162.78 feet to the North line of
<PAGE>
said Lot 2 and the South line of Glenrose Avenue; thence along said
line South 89 degrees 55 minutes East 443.54 feet to the Northwesterly
right-of-way line of the State Freeway; thence along said South 41 degrees,
06 minutes, 30 seconds West 431.86 feet to the West line of said Lot 4,
thence along said West line of Lot 4, North 0 degrees, 05 minutes East
25.81 feet to the point of beginning.
EXCEPTING THEREFROM a portion of those certain parcels of land
described in Deed recorded June 4, 1973, in Book 7306-04, at Page
342, Official Records of Sacramento County, said portion is all
that part thereof lying Easterly of a line described as follows:
BEGINNING at the same point of beginning described in Parcel 3 of
said Deed; thence from said point of beginning North 44 degrees,
48 minutes, 24 seconds East 952.86 feet to a point on the
Westerly right-of-way line of the existing State Highway Route
80, distant thereon 80.23 feet Westerly, measured at right angles
from the base line of Engineer's Station "B3" 213+62.44 of the
Department of Public Works survey on Road 03-Sac-80 from P.M. 4.1
to P.M. 9.0.
Parcel Three:
A portion of that certain Parcel of land described in Deed
recorded October 3, 1962, in Book 4525, at Page 970, Official
Records of Sacramento County.
Said portion is all that part thereof lying Northwesterly from
the line described as follows:
BEGINNING at the Southerly terminus of the course described as
"North 00 degrees, 16 minutes, 02 seconds West 40.72 feet", in
Deed recorded February 7, 1962, in Book 4388, at Page 223 said
Official Records; thence from said point of beginning North 44
degrees, 48 minutes, 24 East 658.72 feet to a point distant
101.00 feet Northwesterly measured at right angles to the base
line at Engineer's Station "B3" 210+74.00 of the Department of
Public Works survey on Road 03-Sac-80 P.M. 4.1 to P.M. 9.0.
EXCEPTING THEREFROM a portion of those certain parcels of land
described in Deed recorded June 4, 1973, in Book 7306-04, at Page
342, Official Records of Sacramento County. Said portion is all
that part thereof lying Easterly of a line described as follows:
BEGINNING at the same point of beginning described in Parcel 3 of
said Deed; thence from said point of beginning North 44 degrees,
48 minutes, 24 seconds East 952.86 feet to a point on the
Westerly right-of-way line of the existing State Highway Route
80, distant thereon 80.23 feet Westerly, measured at right angles
from the base line of Engineer's Station "B3" 213+62.44 of the
Department of Public Works survey on Road 03-Sac-80 from P.M. 4.1
to P.M. 9.0.
Parcel Four:
<PAGE>
That real property situated in the City of Sacramento, County of
Sacramento, State of California, described as follows:
The West 120.00 feet of the North one-half of Lot 1, Block "H" of
Addition No. 4, North Sacramento, California, according to the
Official Plat thereof, filed in the Office of the Recorder of
Sacramento County, California, on January 30, 1911, in Book 11 of
Maps, Map No. 38.
<PAGE>
U-HAUL STORAGE FERNDALE, FERNDALE, WA (883-061):
Tract one of Five Star Mini Storage Lot Line Adjustment Property
Line Consolidation, as per the map thereof, recorded April 4,
1990, in Book 20 of short plats, Pages 80 and 81, in the
Auditor's Office of Whatcom County, Washington. Being a portion
of the northwest quarter of the southwest quarter of Section 28,
Township 39 North, Range 2 East of W.M.
Situate in Whatcom County, Washington.
<PAGE>
U-HAUL STORAGE 103RD STREET, W. JACKSONVILLE, FL (883068):
Parcel I:
A part of Government Lot 3, Fractional Section 17, Township 2
South, Range 29 East and more particularly described as follows:
For a point of beginning commence at the Northeast corner or
Tract 3, Donner's Replat as recorded in Plat Book 19 page 16 of
the current public records of Duval County, Florida and thence
run South 86 degrees 2'40" East along the South line of Tract 4 as shown
on said plat a distance of 794.30 feet to an intersection with
the Westerly right-of-way line of State Road No. 560 as now
located; thence run South 20 degrees 42'20" West along said State Road
right-of-way line a distance of 729.09 feet to its intersection
with the Northerly right-of-way line of Levy Road (County Road
222) as now located; thence run North 84 degrees 43'10" West along said
Northerly right-of-way line of County Road No. 222, a distance of
525.96 feet to the Southeasterly corner of aforesaid Tract No. 3,
Donner's Replat; thence run North 0 degrees54'40" West along the
Easterly boundary of Tract 3, a distance of 688.22 feet to the
point of beginning, said tract of land, as above
described, being the residue of the same lands as was originally described
in Deed Book 98 page 319, Deed Book 114 page 638, Deed Book 238 page 555
and Deed Book 279 page 387 of the current public records of Duval
County, Florida, EXCEPTING THEREFROM the right-of-way of any public road.
LESS AND EXCEPT THEREFROM THE FOLLOWING PARCEL:
A part of Government Lot 3, Fractional Section 17, Township 2
South, Range 29 East, Duval County, Florida, being more
particularly described as follows: Beginning at the Northeast
corner of Tract No. 3 of Donner's Replat as recorded in Plat Book
19 page 16 of the current public records of Duval County,
Florida; run thence South 86 degrees 02'40" East along the South line of
Tract 4 as shown on said plat, a distance of 794.30 feet to an
intersection with the Westerly right-of-way line of State Road
No. 560 (U.S. A1A); thence run South 20 degrees 42'20" West along said
right-of-way line a distance of 184.84 feet; thence North
86 degrees 02'40" West a distance of 725.96 feet to a point on the
Easterly line of Tract 3 of said Donner's Replat; thence run
North 0 degrees 54'40" West along said Easterly line a distance of 177.64
feet to the point of beginning. AND FURTHER EXCEPTING THEREFROM that part
described in Official Records Volume 5885 page 217, current public records of
Duval County, Florida, described as follows: A portion of Government Lot 3,
Section 17, Township 2 South, Range 29 East, Duval County, Florida, being
more particularly described as follows: Commence at the Northeast corner of
Tract 3, Donner's Replat, as recorded in Plat Book 19 page 16 of the current
public records of said county; thence South 00 degrees 49'17" East along the
Easterly line of Tract 3, 687.58 feet to the Northerly right-of-way line of
Levy Road (as now established); thence South 84 degrees 41'45" East,
along said Northerly right-of-way line 281.64 feet to the point of beginning;
thence continue South 84 degrees 41'45" East along said Northerly right-of-way
line 245.12 feet to the Westerly right-of-way line of Mayport Road
(US Highway A-1-A, State Road No. 560); thence North 20 degrees 42'20" East
along said Westerly right-of-way line, 338.13 feet; thence North 86 degrees
05'12" West, 335.02 feet; thence South 05 degrees 18'15" West 317.85 feet to
the point of beginning.
Parcel II:
A portion of Government Lot 3, Fractional Section 17, Township 2
South, Range 29 East, Duval County, Florida, more particularly
described as follows: Commence at the Northeast corner of
<PAGE>
Tract 3, Donner's Replat, recorded in Plat Book 19 page 16 of the
current public records of said county; thence South 00 degrees 54'40"
East along the Easterly line of said Tract 3, 177.82 feet to the
point of beginning; thence continue South 00o54'40" East along
said Easterly line of Tract 3, 510.40 feet to the Northerly right-
of-way line of Levy Road; thence South 84o43'10" East along said
Northerly right of way line, 250.96 feet; thence North 05 degrees 16'50"
East, 514.50 feet; thence North 86 degrees 02'40" West, 306.09 feet to
the point of beginning.
Parcel III:
A portion of Section 12, Township 3 South, Range 25 East, Duval
County, Florida, being more particularly described as follows:
Commence at the intersection of the Easterly right-of-way line of
Harlow Boulevard (an 80.00 foot right-of-way as now established)
with the Northerly right-of-way line of 103rd Street (a 104.00
foot right-of-way as established by the State Road Department
rights of way maps Section 7251-2602 and 7220-2501); thence North
88 degrees 15'00" East along said Northerly right-of-way line, 300.00
feet to the point of beginning; thence continue North 88 degrees 15'00"
East along said Northerly right-of-way line, 197.81 feet to the
Westerly line of an 80.00 foot Department of Transportation
Drainage right-of-way as shown on aforesaid State Road Department
right-of-way maps; thence North 01 degrees 07'30" West along last said
line, 637.99 feet; thence South 88 degrees 15'00" West, 496.88 feet to
the aforesaid Easterly right-of-way line of Harlow Boulevard;
thence South 01 degrees 02'30" East along said Easterly right-of-way
line, 250.00 feet to the Northerly line of those lands described
and recorded in Official Records Volume 3788 page 1105 of the
current public records of said county; thence North 88 degrees 15'00"
East along last said line, 300.00 feet to the Easterly line of
said lands; thence South 01 degrees 02'30" East along last said line,
388.00 feet to the point of beginning.
<PAGE>
U-HAUL STORAGE MAYPORT ROAD, ATLANTIC BEACH, FL (883-072):
A portion of Government Lot 3, Section 17, Township 2 South,
Range 29 East, Duval County, Florida, being more particularly
described as follows: Commence at the Northeast corner of Tract
3, DONNER'S REPLAT, as recorded in Plat Book 19, Page 16 of the
current public records of said county; thence South 00 degrees 49
minutes 17 seconds East, along the Easterly line of said Tract 3,
177.82 feet to the point of beginning; thence continue South 00
degrees 49 minutes 17 seconds East, along last said line 509.76
feet to a point lying on the Northerly right-of-way line of Levy
Road (as now established); thence South 84 degrees 41 minutes 45
seconds East, along said line, 281.64 feet; thence North 05
degrees 18 minutes 15 seconds East, 317.85 feet; thence South 86
degrees 05 minutes 12 seconds East, 335.02 feet to a point lying
on the Westerly right-of-way line of Mayport Road (U.S. Highway A-
1-A, State Road No. 560-A 100.00 foot right-of-way as now
established); thence North 20 degrees 42 minutes 20 seconds East,
along last said line, 205.88 feet; thence North 86 degrees 05
minutes 12 seconds West, 725.85 feet to the point of beginning.
<PAGE>
EXHIBIT B
PARCEL 1 - U-Haul Storage Grant Road -- U-Haul Co. of Arizona
PARCEL 2 - U-Haul Storage Great Hills -- U-Haul Co. of Texas
PARCEL 3 - U-Haul Storage Cedar Ridge -- U-Haul Co. of Texas
PARCEL 4 - U-Haul Storage Plugerville -- U-Haul Co. of Texas
PARCEL 5 - U-Haul Storage State Street -- U-Haul Co. of California
PARCEL 6 - U-Haul Storage Spring Valley -- U-Haul Co. of California
PARCEL 7 - U-Haul Storage Keller Lake -- U-Haul Co. of Minnesota
PARCEL 8 - U-Haul Storage Hefner -- U-Haul Co. of Oklahoma
PARCEL 9 - U-Haul Storage Lincoln Park -- U-Haul Co. of Oklahoma
PARCEL 10 - U-Haul Storage Bethany -- U-Haul Co. of Oklahoma
PARCEL 11 - U-Haul Storage Harry Hines -- U-Haul Co. of Texas
PARCEL 12 - U-Haul Storage Gibralter -- U-Haul Co. of Mississippi
PARCEL 13 - U-Haul Storage Stratford Square -- U-Haul Co. of Illinois
PARCEL 14 - U-Haul Storage Hoffman Estates -- U-Haul Co. of Illinois
PARCEL 15 - U-Haul Storage Ocala -- U-Haul Co. of Florida
PARCEL 16 - U-Haul Storage Eustis -- U-Haul Co. of Florida
PARCEL 17 - U-Haul Storage Orange City -- U-Haul Co. of Florida
PARCEL 18 - U-Haul Storage New Smyrna -- U-Haul Co. of Florida
PARCEL 19 - U-Haul Storage Seminole -- U-Haul Co. of Florida
PARCEL 20 - U-Haul Storage Park Street -- U-Haul Co. of Florida
PARCEL 21 - U-Haul Storage Brunswick -- U-Haul Co. of Maine
PARCEL 22 - U-Haul Storage Swansea -- U-Haul Co. of Massachusetts
PARCEL 23 - U-Haul Storage Hanover -- U-Haul Co. of Massachusetts
PARCEL 24 - U-Haul Storage Cheektowaga -- U-Haul Co. of New York
PARCEL 25 - U-Haul Storage Kingston -- U-Haul Co. of New York
PARCEL 26 - U-Haul Storage Hightstown -- U-Haul Co. of Jew Jersey
PARCEL 27 - U-Haul Storage Turnpike -- U-Haul Co. of Virginia
PARCEL 28 - U-Haul Storage NAFB -- U-Haul Co. of Nevada
PARCEL 29 - U-Haul Storage Franklin Park -- U-Haul Co. of Ohio
PARCEL 30 - U-Haul Storage Byrne Road -- U-Haul Co. of Ohio
PARCEL 31 - U-Haul Storage Worthington-Galena -- U-Haul Co. of Ohio
PARCEL 32 - U-Haul Storage Beavercreek -- U-Haul Co. of Ohio
PARCEL 33 - U-Haul Storage Longwood -- U-Haul Co. of Florida
PARCEL 34 - U-Haul Storage Clarkston 2 -- U-Haul Co. of Georgia
PARCEL 35 - U-Haul Storage Granville Station -- U-Haul Co. of Wisconsin
PARCEL 36 - U-Haul Storage Clarkston -- U-Haul Co. of Georgia
PARCEL 37 - U-Haul Storage South Loop -- U-Haul Co. of Texas
PARCEL 38 - U-Haul Storage Guthrie Highway -- U-Haul Co. of Tennessee
PARCEL 39 - U-Haul Storage Apple Valley -- U-Haul Co. of Massachusetts
PARCEL 40 - U-Haul Storage Riverdale -- U-Haul Co. of Georgia
PARCEL 41 - U-Haul Storage El Camino Avenue -- U-Haul Co. of California
PARCEL 42 - U-Haul Storage Ferndale -- U-Haul Co. of Washington
PARCEL 43 - U-Haul Storage 103rd Street -- U-Haul Co. of Florida
PARCEL 44 - U-Haul Storage Mayport Rd. -- U-Haul Co. of Florida
<PAGE>
EXHIBIT C
PARCEL 1 - U-Haul Storage Grant Road
2423 N. Palo Verde Ave., Tucson, AZ 85718
PARCEL 2 U-Haul Storage Great Hills
12611 Research Blvd., Austin, TX
PARCEL 3 - U-Haul Storage Cedar Ridge
1022 S. Cedar Ridge Rd., Duncanville, TX
PARCEL 4 - U-Haul Storage Plugerville
1617 Three Points Rd, Plugerville, TX
PARCEL 5 - U-Haul Storage State Street
4101 State Street, Santa Barbara, CA
PARCEL 6 - U-Haul Storage Spring Valley
8847 Jamacha Road, Spring Valley, CA
PARCEL 7 - U-Haul Storage Keller Lake
1195 E. Hwy 36, Maplewood, MN
PARCEL 8 - U-Haul Storage Hefner
421 Hefner, Oklahoma City, OK
PARCEL 9 - U-Haul Storage Lincoln Park
2500 NE 36th Street, Oklahoma City, OK
PARCEL 10 - U-Haul Storage Bethany
2425 MacArthur Blvd., Oklahoma City, OK
PARCEL 11 - U-Haul Storage Harry Hines
11031 Harry Hines Blvd., Dallas, TX
PARCEL 12 - U-Haul Storage Gibralter
1414 Gibralter Drive, Jackson, MS
PARCEL 13 - U-Haul Storage Stratford Square
4N 275 84th Court, Bloomingdale, IL
PARCEL 14 - U-Haul Storage Hoffman Estates
2475 Pembroke Ave., Hoffman Estates, IL
PARCEL 15 - U-Haul Storage Ocala
5555 SE US Highway 441, Ocala, FL 34480
<PAGE>
PARCEL 16 - U-Haul Storage Eustis
15519 US Hwy 441, Eustis, FL 32726
PARCEL 17 - U-Haul Storage Orange City
2861 Enterprise Road, Debary, FL 32713
PARCEL 18 - U-Haul Storage New Smyrna
500 Turnbull Bay Road, New Smyrna, FL 32168
PARCEL 19 - U-Haul Storage Seminole
6249 Seminole Blvd., Seminole, FL
PARCEL 20 - U-Haul Storage Park Street
5200 Park Street, St. Petersburg, FL
PARCEL 21 - U-Haul Storage Brunswick
Route 24, Brunswick, ME
PARCEL 22 - U-Haul Storage Swansea
600 GAR, Swansea, MA
PARCEL 23 - U-Haul Storage Hanover
49 Franks Lane, Hanover, MA
PARCEL 24 - U-Haul Storage Cheektowaga
565 Ludwig Ave., Cheektowaga, NY
PARCEL 25 - U-Haul Storage Kingston
850 Ulster Ave., Kingston, NY
PARCEL 26 - U-Haul Storage Hightstown
Route 33 W. Road #1, Heightstown, NJ
PARCEL 27 - U-Haul Storage Turnpike
3434 Salem Turnpike, Roanoke, VA
PARCEL 28 - U-Haul Storage NAFB
2525 E. Lamount, Las Vegas, NV
PARCEL 29 - U-Haul Storage Franklin Park
5394 Monroe Street, Toledo, OH
PARCEL 30 - U-Haul Storage Byrne Road
2366 Byrne Road, Toledo, Ohio 43614
PARCEL 31 - U-Haul Storage Worthington-Galena
7510 Worthington-Galena Rd., Columbus, OH
<PAGE>
PARCEL 32 - U-Haul Storage Beavercreek
1168 Fairfield Rd., Beavercreek, OH
PARCEL 33 - U-Haul Storage Longwood
650 N. Country Rd., Longwood, FL
PARCEL 34 - U-Haul Storage Clarkston 2
3605 Sams Rd., Clarkston, GA
PARCEL 35 - U-Haul Storage Granville Station
8826 N. Granville Rd., Milwaukee, WI
PARCEL 36 - U-Haul Storage Clarkston
885 Northern Ave., Clarkston, GA
PARCEL 37 - U-Haul Storage South Loop
205 SW H.K. Dodgen Loop, Temple, TX
PARCEL 38 - U-Haul Storage Guthrie Highway
2830 Guthrie Hwy, Clarksville, TN
PARCEL 39 - U-Haul Storage Apple Valley
800 High Street, Clinton, MA
PARCEL 40 - U-Haul Storage Riverdale
5691 Riverdale Rd., College Park, GA
PARCEL 41 - U-Haul Storage El Camino Avenue
1850 Glenrosa Ave., Sacramento, CA
PARCEL 42 - U-Haul Storage Ferndale
5484 Barrett Rd., Ferndale, WA
PARCEL 43 - U-Haul Storage 103rd St
6508 103rd Street, West Jacksonville, FL
PARCEL 44 - U-Haul Storage Mayport Rd.
1650 Mayport Road, Atlantic Beach, FL
<PAGE>
PROPERTY MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") is entered into as of
September 1, 1994 by and between Two SAC Self-Storage Corporation, a
Nevada corporation with its principal place of business at 715 South
Country Club Drive, Mesa, AZ 85210, ("Owner") and the property managers
identified on the Exhibit B, attached hereto and incorporated herein by
---------
reference, (hereinafter collectively "U-Haul").
WHEREAS, the Owner owns the real property located at the address
identified in Exhibit C, attached hereto and incorporated by reference,
---------
(hereinafter collectively the "Property") which is described on Exhibit A
---------
(legal description of property) attached hereto and incorporated
herein by this reference; and
WHEREAS, it is the intention of the Owner that the Property be
rented on a space-by-space basis to corporations, partnerships,
individuals or other entities for use as storage facilities; and
WHEREAS, the Owner desires to employ U-Haul to manage the Property
and U-Haul desires to accept said employment, all in accordance with
the terms and conditions of this Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. Employment
(a) Owner hereby employs U-Haul and U-Haul hereby accepts such
employment as manager of the Property upon the terms and conditions
hereinafter set forth.
(b) Owner acknowledges that U-Haul is in the business of managing
mini-warehouses both for its own account and for others. It is hereby
expressly agreed that U-Haul and its affiliates may continue to engage
in such activities, may manage facilities other than those presently
managed by it (whether or not such other facilities may be in direct or
indirect competition with the Owner) and may in the future engage in
other business which may compete directly or indirectly with activities
of the Owner.
(c) In the performance of its duties under this Agreement, U-Haul
shall occupy the position of an independent contractor with respect to
the Owner. Nothing contained herein shall be construed as making the
parties hereto partners or joint ventures, nor, except as expressly
otherwise provided for herein, construed as making U-Haul an agent or
employee of Owner.
2. Duties and Authority of U-Haul
(a) GENERAL DUTIES AND AUTHORITY. Subject only to the restrictions
and limitations provided in paragraphs (o) and (p) of this Section 2
and the right of Owner to terminate this Agreement as provided in
Section 6 hereof, U-Haul shall have the sole and exclusive authority to
fully and completely supervise the Property and supervise and direct
the business and affairs associated or related to the daily operation
thereof, and to that end to cause or direct Owner to execute such
documents or instruments as, in the sole judgment of U-Haul, may be
deemed necessary or advisable. Such duties and authority shall include
those set forth as follows, which are not in limitation of the
foregoing.
(b) RENTING OF THE PROPERTY. U-Haul" shall establish policies and
procedures for the marketing activities for the Property. U-Haul shall
have the sole discretion, which discretion shall be exercised in good
<PAGE>
faith, to establish the terms and conditions of occupancy by the
tenants of the Property and U-Haul is hereby authorized to enter into
rental agreements on behalf and for the account of the Owner with such
tenants and to collect rent from such tenants. U-Haul shall cause the
Owner to advertise in such media and to the extent that it deems
necessary and appropriate. U-Haul may jointly advertise the Property
with other properties owned or managed by U-Haul, and in that event,
U-Haul shall prorate the cost of such advertising among those properties.
(c) REPAIR, MAINTENANCE AND IMPROVEMENTS. U-Haul shall make and
execute, or supervise and have control over the making and executing,
of all decisions concerning the acquisition of furniture, fixtures and
supplies for the Property, and the purchase, lease or other acquisition
of the same on behalf of Owner. U-Haul shall make and execute, or
supervise and have control over the making and executing of all
decisions concerning the maintenance, repair, and landscaping of the
Property; all costs incurred in connection therewith shall be on behalf
of the Owner. With the prior approval of the Owner, U-Haul shall, on
behalf of the Owner, negotiate and contract for and supervise the
installation of all capital improvements related to the Property.
U-Haul agrees to secure the prior approval of Owner on all expenditures
in excess of $5,000.00 for any one item, except monthly or recurring
operating charges and/or emergency repairs if in the opinion of U-Haul
such expenditures are necessary to protect the Property from damage or
to maintain services to the tenants as called for in their leases.
(d) PERSONNEL. U-Haul shall select all vendors, suppliers,
contractors, subcontractors and employees with respect to the Property
and shall hire, discharge and supervise all labor and employees
required for the operation and maintenance of the Property; all such
acts shall be on behalf of the Owner. Any employees so hired shall be
employees of U-Haul, and shall be carried on the payroll of U-Haul.
Employees performing work on Owner's behalf may do so on a full-time or
part-time basis. Employees may include, but will not be limited to, on-
site resident managers, on-site assistant managers, and relief managers
located, rendering services, or performing activities on the Property
in connection with its operation and management. The cost of employing
such persons shall not exceed prevailing rates for comparable persons
performing the same or similar services with respect to real estate
similar to the Property.
U-Haul shall be responsible for the disbursement of funds in
payment of all expenses incurred in connection with the operation of
the Property and the Owner shall not be required to employ personnel to
assist in such disbursement. U-Haul shall not be separately reimbursed
for the time of its executive officers devoted to Owner's affairs or
for the other overhead expenses of U-Haul.
(e) AGREEMENTS. U-Haul shall negotiate and execute on behalf of the
Owner such agreements which U-Haul deems necessary or advisable for the
furnishing of utilities, services, concessions and supplies, for the
maintenance, repair and operation of the Property and such other
agreements which may benefit the Property or be incidental to the
matters for which U-Haul" is responsible hereunder.
(f) OTHER DECISIONS. U-Haul shall make all decisions in connection
with the daily operation of the Property.
(g) REGULATIONS AND PERMITS. U-Haul shall use its best efforts to
cause all things to be done, on behalf of the Owner, on the Property
necessary to comply with any statute, ordinance, law, rule, regulation
or order of any governmental or regulatory body, having jurisdiction
over the Property, respecting the use of the Property or the
maintenance or operation thereof. U-Haul shall apply for and attempt to
obtain and maintain, on behalf of the Owner, all licenses and permits
required or advisable (in the sole judgment of U-Haul) in
<PAGE>
connection with the management and operation of the Property.
(h) RECORDS AND REPORTS OF DISBURSEMENTS AND COLLECTIONS.
U-Haul shall establish, supervise, direct and maintain the operation
of a system of record keeping and bookkeeping with respect to all
receipts and disbursements in connection with the management and
operation of the Property. The books, records and accounts shall be
maintained at the U-Haul office, and shall be available and open to
examination and audit quarterly by Owner or its representatives.
On or before thirty (30) days after the close of each quarter,
U-Haul shall cause to be prepared and delivered to Owner, a monthly
statement of receipts, expenses and charges and a disbursement to
Owner representing receipts less disbursements.
(i) [Intentionally Omitted].
(j) COLLECTION. U-Haul shall direct the collection and billing of all
accounts payable and due to the Owner with respect to the Property and
shall be responsible for establishing policies and procedures to
minimize the amount of bad debts.
(k) LEGAL ACTIONS. U-Haul shall cause to be instituted, on behalf and
in the name of the Owner, any and all legal actions or proceedings U-Haul
deems necessary or advisable to collect charges, rent or other
income due to the Owner with respect to the Property or to oust or
dispossess tenants or other persons unlawfully in possession under any
lease, license concession agreement or otherwise, and to collect
damages for breach thereof or default thereunder by such tenant,
licensee, concessionaire or occupant. The costs of all such legal
actions or proceedings shall be borne by the Owner.
(l) INSURANCE. U-Haul shall use its best efforts to assure that there
is obtained and kept in force, fire, comprehensive liability and other
insurance policies in amounts generally carried with respect to similar
facilities. Owner shall be required to participate in the insurance
coverage obtained by U-Haul. A certificate of insurance will be
provided to Owner upon the written request of Owner.
(m) TAXES. During the term of this Agreement, U-Haul shall pay from
Owner's funds, prior to delinquency, all real estate taxes, personal
property taxes, and all other taxes assessed to or levied upon the
Property. If required by the holder of any note secured by the
Property, U-Haul" will set aside, from Owner's funds, a reserve from
each month's rent and other income collected, in an amount required by
said holder.
(n) RESTRICTIONS. Notwithstanding anything to the contrary set forth
in this Section 2, U-Haul shall not be required to do, or cause to be
done, anything for the account of the Owner (i) which may make U-Haul
liable to third parties; (ii) which may not be commenced, undertaken or
completed because of insufficient funds of Owner; or, (iii) which may
not be commenced, undertaken or completed because of acts of God,
strikes, governmental regulations of laws, acts of war or other types
of events beyond the control of U-Haul, whether similar or dissimilar
to the foregoing.
(o) LIMITATIONS ON U-HAUL AUTHORITY. Notwithstanding anything to the
contrary set forth in this Section 2, U-Haul shall not, without
obtaining the prior written consent of the Owner, (i) rent storage
space in the Property by written lease or agreement for a stated term
in excess of one year, (ii) alter the building or other structures of
the Property in any material manner; or, (iii) make any other
agreements which exceed one year and are not terminable on thirty day's
notice at the will of the Owner, without penalty, payment or surcharge.
<PAGE>
(p) SHARED EXPENSES. Certain economies may be achieved with respect
to certain expenses to be incurred on behalf of Owner hereunder if
materials, supplies, insurance or services are purchased by U-Haul in
quantity for use not only in connection with the Property but in
connection with other properties managed by U-Haul. U-Haul shall have
the right to purchase such materials, supplies, insurance or services
in its own name and charge Owner a pro rata share of the cost;
provided, however, that the pro rata cost of such purchase to Owner
shall not result in expenses greater than would otherwise be incurred
at competitive prices and terms available in the area where the
Property is located; and provided further, U-Haul shall give Owner
access to records so Owner may review any such expenses incurred.
3. Duties of the Owner
The Owner hereby agrees to cooperate with U-Haul in the performance
of its duties under this Agreement and to that end, upon the request of
U-Haul, to provide reasonable temporary office space for U-Haul employees
on the premises of the Property, give U-Haul access to all files, books
and records of the Owner relevant to the Property.
4. Compensation of U-Haul
The Owner shall pay to U-Haul as the full amount due for the
services herein provided a monthly Management Fee equal to six percent
(6%) of the "Gross Revenue" derived from or connected with the
Property. The term "Gross Revenue" shall mean all receipts (excluding
security deposits unless and until the Owner recognizes the same as
income) of the Owner (whether or not received by U-Haul on behalf or
for the account of the Owner) arising from the operation of the
Property, including without limitation, rental payments of lessees of
space in the Property, vending machine or concessionaire revenues,
maintenance charges, if any, paid by the tenants of the Property in
addition to basic rent, parking fees, if any, and all monies whether or
not otherwise described herein paid for the use of the Property. "Gross
Revenue" shall be determined on a cash basis. The Management Fee for
each month shall be paid promptly at the end of such quarter and shall
be calculated on the basis of the "Gross Revenue" of such quarter.
It is understood and agreed that such compensation will not be
reduced by the cost to Owner of those employees and independent
contractors engaged by or for Owner, including but not limited to the
categories of personnel specifically referred to in Section 2(d).
Except as provided in this Section 4, it is further understood and
agreed that U-Haul" shall not be entitled to additional compensation of
any kind in connection with the performance by it of its duties under
this Agreement.
5. Use of Trademarks, Service Marks and Related Items
Owner acknowledges the significant value of the U-Haul name
in the operations of the Owner's property and it is therefore
understood and agreed that the name, trademark and service mark, "U-Haul",
AND related marks, slogans, caricatures, designs and other trade or service
items shall be utilized for the non-exclusive benefit of the Owner in the
rental and operation of the Property, and in comparable operations elsewhere.
It is further understood and agreed that this name and all such marks,
slogans, caricatures, designs and other trade or service items shall remain
and be at all times the property of U-Haul and its affiliates, and that,
except during the term hereof, the Owner shall have no right whatsoever
therein. Owner agrees that during the term of this agreement the sign faces
at the property will have the name U-Haul. The U-Haul sign faces will be paid
for by the Owner. Upon termination of this agreement at any time for any
reason, all such use by and for the benefit of the Owner of any such name,
mark, slogan, caricature, design or other trade or service item in connection
with the Property shall, in any event, be terminated and any signs bearing
any of the foregoing shall be removed from view and no longer used by
the Owner. In addition, upon termination of this Agreement at any time
<PAGE>
for any reason, Owner shall not enter into any new leases of Property
using the U-Haul lease form or use other forms prepared by U-Haul. It
is understood and agreed that U-Haul will use and shall be unrestricted
in its use of such name, mark, slogan, caricature, design or other
trade or service item in the management and operation of other storage
facilities both during and after the expiration or termination of the
term of this Agreement.
6. Termination
Owner or U-Haul may terminate this Agreement with or without
cause by giving not less than sixty days' written notice to the other
party pursuant to Section 11 hereof. In addition, if Owner fails to pay
U-Haul any amounts owed under this Agreement when due, U-Haul may
terminate this Agreement by giving Owner not less than ten days written
notice pursuant to Section 11 hereof. Upon termination of this
Agreement, U-Haul shall promptly return to Owner all monies, books,
records and other materials held by U-Haul for or on behalf of Owner.
In addition, if U-Haul has contracted to advertise the Property in the
Yellow Pages, Owner shall, at the option of U-Haul, continue to be
responsible for the cost of such advertisement and shall either (i) pay
U-Haul the remaining amount due under such contract in a lump sum; or
(ii) pay U-Haul monthly for the amount due under such contract.
7. Indemnification
The Owner hereby agrees to indemnify and hold each of U-Haul", all
persons and companies affiliated with U-Haul, and all officers, shareholders,
directors, employees and agents of U-Haul and of any affiliated companies
or persons (collectively, the "Indemnified Persons") harmless from any and
all costs, expenses, attorneys' fees, suits, liabilities, judgments, damages,
and claims in connection with the management of the Property (including the
loss of use thereof following any damage, injury or destruction), arising
from any cause except for the willful misconduct or gross negligence on the
part of the Indemnified Persons. In addition, no Indemnified Person shall be
liable for any error of judgment or for any mistake of fact or law, or
for anything which it may do or refrain from doing hereafter, except in
cases of willful misconduct or gross negligence. U-Haul hereby agrees
to indemnify and hold the Owner harmless from any and all costs,
expenses, attorneys' fees, suits, liabilities, judgments, damages and
claims in connection with the management of the Property arising from
the willful misconduct or gross negligence of the Indemnified Persons.
8. Assignment
Neither this Agreement nor any right hereunder shall be
assignable by the Owner and any attempt to do so shall be void ab
initio. U-Haul shall have the right to assign this Agreement to an
affiliate or a wholly or majority owned subsidiary; provided, however,
any such assignee must assume all obligations of U-Haul hereunder, the
Owner's rights hereunder will be enforceable against any such assignee
and U-Haul shall not be released from its liabilities hereunder unless
the Owner shall expressly agree thereto in writing.
9. Headings
The headings contained herein are for convenience of reference
only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement.
10. Governing Law
The validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties shall be governed by
the internal laws of the State of Arizona.
<PAGE>
11. Notices
Any notice required or permitted herein is to be given in
writing and shall be personally delivered or mailed first class postage
prepaid or delivered by an overnight delivery service to the respective
addresses of the parties set forth below their signatures on the
signature page thereof, or to such other address as any party may give
to the other in writing. Any notice required by this Agreement will be
deemed to have been given when personally served or one day after
delivery to an overnight delivery service or five days after deposit in
the first class mail.
12. Severability
Should any term or provision hereof be deemed invalid, void
or unenforceable either in its entirety or in a particular application,
the remainder of this Agreement shall nonetheless remain in full force
and effect and, if the subject term or provision is deemed to be
invalid, void or unenforceable only with respect to a particular
application, such term or provision shall remain in full force and
effect with respect to all other applications.
13. Successors
This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their permitted assigns and successors
in interest.
14. Attorneys' Fees
If it shall become necessary for either party hereto to
engage attorneys to institute legal action for the purpose of enforcing
its rights hereunder or for the purpose of defending legal action
brought by the other party hereto, the party or parties prevailing in
such litigation shall be entitled to receive all costs, expenses and
fees (including reasonable attorneys' fees) incurred by it in such
litigation (including appeals).
15. Counterparts
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
16. Scope of Property Manager Responsibility.
The duties, obligations and liability of each property manager
identified herein shall extend only so far as to relate to the Property
for which such property manager is managing located in the domicile
state of such property manager, and no individual property manager
hereunder shall be liable for the acts or omissions of any other
property manager hereunder. Each property manager shall use its best
efforts to assist Owner in fulfilling Owner's obligations arising under
any loan to Owner that is secured by the Property, including but not
limited to preparing and providing financial and accounting reports,
and maintaining the Property.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
TWO SAC SELF-STORAGE CORPORATION
a Nevada corporation
/S/ Edward J. Shoen, President
------------------------------
Edward J. Shoen, President
PROPERTY MANAGERS:
U-Haul Co. of Alabama, Inc.
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of California
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of Connecticut
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
<PAGE>
U-Haul Co. of Florida
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of Georgia
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of Louisiana
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of Massachusetts, Inc.
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of Maryland, Inc.
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
<PAGE>
U-Haul Co. of New Hampshire, Inc.
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of New Jersey, Inc.
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of New York, Inc.
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of Ohio
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
<PAGE>
U-Haul Co. of Pennsylvania
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of Tennessee
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of Texas
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
----------------
By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
-----------------
Title:
---------
U-Haul Co. of Virginia
ATTEST:
By:/S/ J A Lorentz
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Name: John A. Lorentz
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By:/S/Stefene Richards Title: Asst. Secretary
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Name: Stefene Richards
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Title:
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U-Haul Co. (Canada) Ltd.
ATTEST:
By:/S/ J A Lorentz
------------------
Name: John A. Lorentz
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By:/S/Stefene Richards Title: Asst. Secretary
------------------- ----------------
Name: Stefene Richards
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Title:
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<PAGE>
_____________________________________________________________________________
Mailing Address (for monthly reports)
_____________________________________________________________________________
City, State, Zip Code
_____________________________________________________________________________
Telephone of Owner
<PAGE>
Exhibit A
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U-HAUL STORAGE WESTCHESTER COUNTY, YONKERS, NY (882-055):
ALL that parcel of land, in the City of Yonkers, County of
Westchester and State of New York, bounded and described as
follows:
BEGINNING at a point on the westerly side of Saw Mill River
Road distant 302.34 feet northerly from the northerly line of
Odell Avenue;
running thence along the westerly side of Saw Mill River
Road, North 19 degrees 20 minutes 30 seconds East 209.62 feet to
a point;
thence continuing along said side of Saw Mill River Road in
a northeasterly direction on a curve to the right with a radius
of 1465.69 feet a central angle of 3 degrees 2 minutes 13 seconds
a length of 77.69 feet to land now or formerly of Yonkers
Securities Corporation;
running thence along said land now or formerly of Yonkers
Securities Corporation, North 51 degrees 18 minutes 30 seconds
West 214.78 feet to the easterly side of land of The New York
Central and Hudson River Railroad (Putnam Division);
running thence along the easterly side of land of The New
York Central and Hudson River Railroad (Putnam Division) in a
southwesterly direction on a curve to the left with a radius of
1383 feet a central angle of 15 degrees 3 minutes 43.6 seconds a
length of 363.57 feet to a point;
running thence South 70 degrees 6 minutes 30 seconds East a
distance of 269.85 feet to a point or place of beginning.
<PAGE>
U-HAUL STORAGE ALTA MESA, FORT WORTH, TX (883-004):
TRACT I
(Fee)
Being Lot 3-A, Block A of WOODMONT PLAZA ADDITION, an addition to
the City of Fort Worth, Tarrant, County, Texas, according to the
map or plat thereof recorded in Volume 388-193, Page 59, Plat
Records, Tarrant County, Texas.
(Easement)
A portion of Lot 3-B, Block A, WOODMONT PLAZA ADDITION in the
City of Fort Worth, Tarrant County, Texas, according to the plat
recorded in Volume 388-193, Page 59, Deed Records of Tarrant
County, Texas, and said portion being described by metes and
bounds as follows:
BEGINNING at a point in the common line between said Lot 3-B and
Lot 3-A in said Block A, said point being 7.5 feet South 49
degrees 49 minutes East from the most Westerly Southwest corner
of said Lot 3-A and the most Westerly Northwest corner of said
Lot 3-B;
THENCE South 49 degrees 49 minutes East with said common line
between Lots 3-A and 3-B, 2.5 feet;
THENCE South 40 degrees 11 minutes West and parallel with and
10.0 feet Southeasterly from the Northwesterly line of said Lot 3-
B, 199.33 feet;
THENCE South 49 degrees 49 minutes East, 15.0 feet;
THENCE South 40 degrees 11 minutes West and parallel with said
Northwesterly line of Lot 3-B, 10.0 feet;
THENCE North 49 degrees 49 minutes West, 10.0 feet;
THENCE North 40 degrees 11 minutes East and parallel with said
Northwesterly line of Lot 3-B, 7.5 feet;
THENCE North 49 degrees 49 minutes West, 7.5 feet;
THENCE North 40 degrees 11 minutes East and parallel with said
Northwesterly line of Lot 3-B, 201.83 feet to the PLACE OF
BEGINNING.
TRACT II
(Fee)
<PAGE>
Lot 3-B, Block A, WOODMONT PLAZA ADDITION to the City of Fort
Worth, Tarrant County, Texas, according to the plat recorded in
Volume 388-193, Page 59, Plat Records, Tarrant County, Texas.
<PAGE>
U-HAUL STORAGE TILTON, TILTON NH (883-039):
A certain tract or parcel of land, together with the
buildings and improvements now or hereafter located or erected
thereon, situated in Tilton, County of Belknap, State of New
Hampshire, being more particularly bounded and described as
follows:
Beginning at a point on the westerly side of U.S. Route 3 at
the southerly most corner of the premises, said point being 5.40'
Northeast of a New Hampshire Highway Department Bound
(N.H.H.D.B.); thence
1) North 49 degrees 53' 49" West, 336.13 feet to a Drill hole found;
thence
2) South 73 degrees 22' 39" West, 245.24 feet to a drill hole at the
corner of a stone wall; thence
3) North 02 degrees 33' 04" West, 55.06 feet to a point; thence
4) North 04 degrees 07' 26" West, 195.19 feet to a point; thence
5) North 04 degrees 27' 18" West, 127.97 feet to a point; thence
6) North 05 degrees 50' 13" West, 149.64 feet to a point; thence
7) North 05 degrees 50' 13" West, 60.09 feet to a point; thence
8) North 85 degrees 17' 33" East, 250.06 feet to a point; thence
9) North 86 degrees 53' 39" East, 69.53 feet to a point; thence
10) North 85 degrees 05' 39" East, 288.05 feet to a point; thence
11) North 82 degrees 13' 52" East, 140.58 feet to a point; thence
12) North 84 degrees 35' 08" East, 49.82 feet to a point; thence
13) North 84 degrees 46' 48" East, 76.78 feet to a point; thence
14) North 85 degrees 07' 13" East, 58.24 feet to a point; thence
15) North 87 degrees 12' 24" East, 73.98 feet to a point; thence
16) North 88 degrees 24' 06" East, 24.04 feet to a point; thence
17) North 89 degrees 54' 55" East, 28.67 feet to a point; thence
<PAGE>
18) North 86 degrees 14' 36" East, 71.28 feet to a point; thence
19) North 89 degrees 31' 45" East, 75.06 feet to a point on the
northwesterly side of U.S. Route 3; thence
20) South 40 degrees 03' 50" West, by the side of U.S. Route 3,
9.95 feet to a point; thence
21) South 42 degrees 40' 11" West, by the side of U.S. Route 3,
90.72 feet to a point; thence
22) South 41 degrees 26' 22" West, by the side of U.S. Route 3,
154.41 feet to a point; thence
23) South 46 degrees 14' 48" West, by the side of U.S. Route 3,
57.20 feet to a point; thence
24) South 42 degrees 11' 47" West, by the side of U.S. Route 3,
254.06 feet to a point; thence
25) South 37 degrees 12' 07" West, by the side of U.S. Route 3,
91.52 feet to a point; thence
26) South 39 degrees 44' 33" West, by the side of U.S. Route 3,
133.41 feet to a point; thence
27) South 32 degrees 33' 00" West, by the side of U.S. Route 3,
173.92 feet to a point; thence
28) South 27 degrees 50' 14" West, 97.87 feet to the point of beginning.
Said parcel of land is shown on Plan recorded with said Deeds at
Drawer L20 Plan #24.
<PAGE>
U-HAUL CENTER WEST HARTFORD, W. HARTFORD, CT (883-040):
A certain piece or parcel of land, with the buildings thereon,
situated in the Village of Elmwood, Town of West Hartford, County
of Hartford and State of Connecticut, known as 164 South Street,
and being more particularly bounded and described as follows:
Commencing at a point in the easterly line of South Street,
said point being the northwesterly corner of the property
described herein; thence S 89 degrees 29' 34" E along land now or
formerly of Marcella V. Garrison, land now or formerly of Candido
and Nicolino D'Occhio and land now or formerly of Richard M.
Wetherell for a distance of 566.92 feet; thence N 87 degrees 05' 30" E
along said land of Richard M. Wetherell and land now or formerly
of Kenneth W. Swanson for a distance of 216.99 feet; thence S 3 degrees
23' 05" E along land now or formerly of said Kenneth W. Swanson,
land now or formerly of Anderson Realty Associates of West
Hartford and land now or formerly of Simao for a distance of
308.09 feet; thence N 89 degrees 14' 17" W along land now or formerly of
the Town of West Hartford for a distance of 879.18 feet; thence N
14 degrees 55' 54" E along the easterly line of South Street for a
distance of 300.00 feet to the point and place of beginning.
Together with the benefit of a Declaration of Restrictions
by the Town of West Hartford dated November 17, 1971 and recorded
on November 18, 1971 in Volume 492 at Page 198 of the West
Hartford Land Records.
Possibly together with a fifteen (15') foot drainage
easement over premises southerly and adjacent to the premises
shown on a map entitled "Property To Be Conveyed To Rene Veilleux
West Hartford Connecticut Palmberg & Russo Land Surveyors &
Professional Engineers 15 Barber Pond Road Bloomfield,
Connecticut 242-2775 By KLD Scale 1" 40 Date 1-28-85 Sheet 1 of 1
Checked WP No. 86003" on file in the Office of the Town Clerk of
West Hartford as Map No. 4345.
<PAGE>
U-HAUL STORAGE COLMAR, COLMAR, PA (883-044):
ALL THAT CERTAIN lot or piece of ground Situate in Hatfield
Township, Montgomery county, Pennsylvania, described according to
a Plan of Subdivision prepared for Goldie B. McArthur by Herbert
H. Metz, Inc., Civil Engineers and Surveyors, dated February 6,
1973 as follows, to wit:
BEGINNING at a point on the title line in the bed of Bethlehem
Pike, said point being the distance of 567.36 feet measured South
11 degrees 59 minutes East from a point of intersection, with the
title line in the bed of Trewigtown Road; thence extending from
said beginning point and along the title line through the bed of
Bethlehem Pike the two following courses and distances (1) South
11 degrees 59 minutes East 54.11 feet to a point of curve and (2)
Southeastwardly on the arc of a circle curving to the left having
a radius of 1488.48 feet the arc distance of 205.89 feet to a
point a corner of lands now or late of National Land Acquisition
Corporation; thence extending along to same the two following
courses and distances (1) South 67 degrees 16 minutes West and
crossing the Southwesterly side of Bethlehem Pike 300.00 feet to
a point and (2) South 57 degrees 21 minutes West 375.97 feet to a
point a corner of lands now or late of North 48 degrees 30
minutes 49 seconds East 495.00 feet to a point; thence extending
North 78 degrees 01 minute East and partly along Parcel Number 2
and along lands now or late of Robert B. and Ruby McArthur and
recrossing the Southwesterly side of Bethlehem Pike 268.54 feet
to the first mentioned point and place of beginning.
BEING PARCEL NUMBER 1 as shown on the above mentioned Plan.
BEING the same premises which Goldie B. McArthur, widow by deed
dated 6-20-73 and recorded in the County of Montgomery in Deed
book 3863 page 255, conveyed unto Montgomery County Industrial
Development Authority, in fee.
<PAGE>
U-HAUL STORAGE HYLTON ROAD, PENNSAUKEN, NJ (883-046):
All that certain lot, piece or parcel of land, with the buildings
and improvements thereon erected, situate, lying and being in the
Township of Pennsauken, County of Camden and State of New Jersey:
BEGINNING at a point in the Northwesterly line of Route 130 (93
- ---------
feet wide) said beginning point being South 65 degrees, 52
minutes, 00 seconds West 115.49 feet along the extended
Northwesterly line of Route 130 (93 feet wide) and the
Northwesterly line of Route 130 (93 feet wide) from the
intersection of the extended Northwesterly line of Route 130 (93
feet wide) and the Westerly line of Hylton Road (60 feet wide)
and extending; thence
(1) South 65 degrees, 52 minutes, 00 seconds West along the
Northwesterly line of Route 130 161.00 feet to a point corner to
lands conveyed to GEORGE REISMAN, thence
(2) North 24 degrees 41 minutes 20 seconds West long lands of
REISMAN 360 feet to a point; thence
(3) North 65 degrees, 52 minutes, 00 seconds East parallel with
said Route 130, the distance of 452.26 feet to a point in the
Westerly line of Hylton Road; thence
(4) South 1 degree 26 minutes 27 seconds West along Westerly
line of Hylton Road 159.50 feet to a point; thence
(5) South 65 degrees, 52 minutes, 00 seconds East parallel with
Route 130 the distance of 212.00 to a point; thence
(6) South 6 degrees, 15 minutes, 38 seconds West 17.51 feet to a
point; thence
(7) South 24 degrees, 41 minutes 20 seconds East 201.00 to the
point and place of beginning.
BEING known as Lot 7NN & 7 NA, Block 251 on the Tax Map of the
Township of Pennsauken.
<PAGE>
U-HAUL STORAGE NORTH ROYALTON, NORTH ROYALTON, OH (883-054):
Situated in the City of North Royalton, County of Cuyahoga,
and State of Ohio, and known as being part of Sublot Number 3 in
the Virginio Zaghet Subdivision of part of Original Royalton
Township Section Number 8, as shown by the recorded plat in
Volume 240, Page 97 of Cuyahoga County Map Records, and being
further bounded and described as follows:
Beginning at a point on the centerline of Royalton Road, 60
feet wide, at the northwesterly corner of said Sublot Number 3;
Thence S 75 degrees-42'-01" E along the said centerline of
Royalton Road, a distance of 91.78 feet to a point on the southwesterly
curved right-of-way line of the Ohio Turnpike, which is a non-tangent
curve concave to the Southwest, a radial line through said point having
a bearing of N 32 degrees-25'-34" E and distant 195.00 feet southwesterly
from the centerline of the Turnpike;
Thence Southeasterly along the said southwesterly curved
right-of-way line of the Ohio Turnpike, along the arc of a circle
deflecting to the right, having a radius of 8,399.37 feet, an arc
distance of 71.91 feet, and a chord distance of 71.91 feet which
bears S 57 degrees-19'-43" E to a point on the easterly line of said
Sublot Number 3, distant S 04 degrees-31'-20" W 23.94 feet, measured
along said easterly line from its intersection with the said
centerline of Royalton Road;
Thence S 04 degrees-31'-20" E along the said easterly line of
Sublot Number 3, and passing through the southerly sideline of
Royalton Road at 7.75 feet, a total distance of 1,303.01 feet to
the southeasterly corner thereof;
Thence N 88 degrees-38'-22" W along the southerly line of said
Sublot Number 3, a distance of 251.04 feet to a point distant S
88 degrees-38'-22" E 460.18 feet, measured along said southerly line
from the southwesterly corner thereof;
Thence N 04 degrees-36'-38" W a distance of 402.18 feet to a point
on the northerly line of said Sublot Number 3,
distant S 88 degrees-38'-22" E 428.20 feet, measured along said northerly
line from the northwesterly corner thereof;
Thence S 88 degrees-38'-22" E along the said northerly line of
Sublot Number 3, a distance of 31.94 feet to an angle therein;
Thence N 00 degrees-03'-01" W along a westerly line of said Sublot
Number 3, and passing through the said southerly sideline of
Royalton Road at 923.39 feet, a total distance of 954.36 feet to
the place of beginning, and containing 6.2289 acres (271,332 square feet)
of land according to a survey made by McSTEEN & ASSOCIATES, INC. dated
May 7, 1991, be the same more or less, but subject to all legal highways.
<PAGE>
U-HAUL STORAGE BUTLER STREET, CHESAPEAKE, VA (883-062):
All those certain tracts, pieces or parcels of land, with the
buildings and improvements thereon, situate, lying and being in
the Deep Creek Borough of the City of Chesapeake, Virginia, and
being designated as "Parcel E-2-A, Area - 22,997.89 Sq. Ft. or
0.5280 Ac." and Parcel E-2-B Area = 94,023.68 Sq. Ft. or 2.1585
Ac." on a certain plat entitled "RESUBDIVISION OF 2PARCEL 'E-2,'
RESUBDIVISION OF PARCEL 'E' & PARCEL 'F,' SUBDIVISION OF PROPERTY
OF W. W. REASOR (Ref. M.B. 76 Pg. 98 & M.B. 32 Pg. 14), DEEP
CREEK BOROUGH, CHESAPEAKE, VIRGINIA," dated June 28, 1985, which
plat is recorded in the Clerk's Office of the Circuit Court of
the City of Chesapeake, Virginia, in Map Book 80, at Page 6.
<PAGE>
U-HAUL STORAGE MONTGOMERY PARK, CHICOPEE, MA (883-064):
Certain real estate situate in that part of Chicopee, Hampden
County, Massachusetts, known as Chicopee Falls, bounded and
described as follows:
Easterly by Montgomery Street, by three lines having a total
distance of two hundred sixty-six and 10/100ths (266.1) feet;
Southerly by land now or formerly of Lakeside Properties, Inc.
two hundred forty-three and 09/100ths (243.09) feet;
Southwesterly by land now or formerly of the City of Chicopee,
two hundred twenty-six and 49/100ths (266.49) feet;
Northwesterly by Granby Road, about two hundred fifty-five
(255.00) feet;
Easterly again by land conveyed by Mary Lee Steigler to Margaret
F. Tugie, by deed dated June 2, 1969 and recorded in Hampden
County Registry of Deeds in Book 3429, Page 175, about eighty
(80.00) feet; and
Northerly by last named land, land taken by the City of Chicopee
under an instrument of taking dated November 16, 1971 and
recorded as aforesaid in Book 3649, Page 542, and land now or
formerly of David G. and Janet M. Trudell, about two hundred
forty (240.00) feet;
Excepting from the above described real estate that part thereof
which is described in a certain Boundary Line Agreement between
Robert F. Tremble et ux and David G. Trudell et ux, dated
February 22, 1982, and recorded in the Hampden County Registry of
Deeds in Book 5230, Page 354.
Also excepting from the above-described real estate that part
thereof which is described in a certain Instrument of Taking
recorded in the Hampden County Registry of Deeds in Book 4966,
Page 152.
<PAGE>
U-HAUL STORAGE COUNTRY CLUB, CARROLLTON, TX (883-073):
Tract 1:
Description of a 4.566 acre tract of land in the John M. Myers
Survey, Abstract No. 939, Dallas County, Texas, and being all of
Lots 1, 2 and 3, and a part of Lot 4 of the Strief Subdivision
No. 2, an Addition to the City of Carrollton, Texas, as recorded
by plats in Volume 85018, Page 2562, Volume 85018, Page 2570, and
Volume 86054, Page 1068, Map Records, Dallas County, Texas, and
being more particularly described as follows:
BEGINNING at a cut "+" found for corner, said point being at the
intersection of the Southerly right-of-way line of Country Club
Drive (60 foot width) and the East right-of-way line of Vantage
Drive (60 foot width);
THENCE, North 89 degrees 31 minutes 30 seconds East, with said
Southerly right-of-way line of Country Club Drive, a distance of
422.67 feet to a cut "V" set for corner;
THENCE, South 00 degrees 28 minutes 30 seconds East, a distance
of 147.50 feet to a 1/2-inch iron rod set for corner;
THENCE, North 89 degrees 31 minutes 30 seconds East, a distance
of 191.39 feet to a 1/2-inch iron rod set for corner, said point
being in the Westerly right-of-way line of Kelly Boulevard
(variable width), and in a curve to the right whose center bears
North 89 degrees 14 minutes 24 seconds West, a distance of
2,000.00 feet from said point;
THENCE, in a Southerly direction, with said Westerly right-of-way
line of Kelly Boulevard and with said curve to the right through
a central angle of 06 degrees 25 minutes 04 seconds, an arc
length of 224.03 feet to a 1/2-inch iron rod set for corner, said
point being the Northeast corner of "Belt Line Business Center,"
an addition to the City of Carrollton as recorded by plat in
Volume 73093, Page 2922, Deed Records, Dallas County, Texas;
THENCE, South 89 degrees 38 minutes 30 seconds West, with said
North line of "Belt Line Business Center" a distance of 603.65
feet to a hilti nail found for corner, said point being on the
said Easterly right-of-way line of Vantage Drive;
THENCE, North 00 degrees 36 minutes 00 seconds East, with said
Easterly right-of-way line of Vantage Drive, a distance of 369.58
feet to the Point of Beginning;
Containing, 198,877 square feet or 4.566 acres of land, more or less.
NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR
SQUARE FOOTAGE CALCULATIONS ARE CORRECT.
<PAGE>
Tract 2:
Description of a 0.650 acre tract of land in the John M. Myers
Survey, Abstract No. 939, Dallas County, Texas, and being a part
of Lot 4 on the Strief Subdivision No. 2, an Addition to the City
of Carrollton, Texas, as recorded by plat in Volume 86054, Page
1068, Map Records, Dallas County, Texas, and being more
particularly described as follows:
BEGINNING, at a 1/2-inch iron rod set for corner, said point being
at the intersection of the Southerly right-of-way line of
Country Club Drive (60 foot width) and the Westerly right-of-way line
of Kelly Boulevard (75 foot width at this point);
THENCE, South 00 degrees 28 minutes 30 seconds East, with said
Westerly right-of-way line of Kelly Boulevard, a distance of
104.39 feet to a cut "+" set at the beginning of a curve to the
right whose center bears South 89 degrees 31 minutes 30 seconds
West, a distance of 2,000.00 feet;
THENCE, in a Southerly direction, with said Westerly right-of-way
line of Kelly Boulevard and with said curve to the right through
a central angle of 01 degrees 14 minutes 06 seconds an arc length
of 43.11 feet to a 1/2-inch iron rod set for corner;
THENCE, South 89 degrees 31 minutes 30 seconds West, a distance
of 191.39 feet to a 1/2-inch iron rod set for corner;
THENCE, North 00 degrees 28 minutes 30 seconds West, a distance
of 147.50 feet, to a cut "V" set for corner, said point being on
the said Southerly right-of-way line of Country Club Drive;
THENCE, North 89 degrees 31 minutes 30 seconds East, with said
Southerly right-of-way of Country Club Drive, a distance of
191.85 feet to the Point of Beginning;
Containing, 28,291 square feet or 0.650 acres of land, more or less.
NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR
SQUARE FOOTAGE CALCULATIONS ARE CORRECT.
<PAGE>
U-HAUL STORAGE ROUTE 2, LEOMINSTER, MA (883-074):
A certain tract of land, with all buildings thereon,
situated on the northeasterly side of Harvard Street, in
Leominster, Worcester County, Massachusetts, being shown on a
plan entitled, "Land in Leominster, Mass., Owned by Aldea B. Derby,
September 24, 1984" William R. Bingham & Assoc., - Reg. Engrs. & Surveyors,
24 Columbia Street, Leominster, Massachusetts, which plan is recorded with
the Worcester Northern District Registry of Deeds in Plan Book 273, Page 15,
and being bounded and described as follows:
Beginning at a point on the northeasterly side of said
Harvard Street, being the most westerly corner of the lot and at
land now or formerly of Elmer S. Fitzgerald et ux;
Thence North 60 degrees 23' East two hundred thirteen and 32/100
(213.32) feet to a point;
Thence South 29 degrees 37' East seventy-three and 56/100
(73.56) feet to a point;
Thence North 61 degrees 02' East one hundred ninety-six (196) feet
to a point;
Thence North 56 degrees 53' East one hundred ninety-four and 50/100
(194.50) feet to a point;
Thence North 48 degrees 43' East one hundred forty-two and 27/100
(142.27) feet to a point;
Thence South 41 degrees 02' East two hundred seventy-four and 98/100
(274.98) feet to a point, said last five courses being by land now or formerly
of Elmer S. Fitzgerald et ux;
Thence on a curve to the left, a distance as measured along the arc of
eight hundred (800) feet, more or less, by land of M.B.T.A.
(formerly Boston and Maine Railroad) to a point on the northeasterly sideline
of said Harvard Street;
Thence along the sideline of said Harvard Street, one hundred seventy
(170) feet, more or less, to the point of beginning.
Containing 4.0 acres, more or less.
Subject to such rights and easements as were taken by the
Commonwealth of Massachusetts by instrument dated May 23, 1979
and recorded in the Worcester Northern District Registry of Deeds
in Book 1224, Page 215.
Subject also to an easement to New England Power Company
recorded with said Deeds at Book 974, Page 557.
Being the same premises conveyed to the Grantors by Deed of
Aldea B. Derby dated September 26, 1984 and recorded with the
Worcester Northern District Registry of Deeds in Book 1368, Page 323.
<PAGE>
U-HAUL STORAGE NEW PORT RICHEY, NEW PORT RICHEY, FL (883-076):
A portion of Tracts 23 and 24, PORT RICHEY LAND COMPANY
SUBDIVISION of Section 5, Township 26 South, Range 16 East, as
recorded in Plat Book 1, page 61, of the public records of Pasco
County, Florida. LESS that portion lying within 114 feet of the
centerline of State Road No. 55, Section 14030 (US Highway 19)
and LESS that portion of Tract 23 used for Main Street. Being
further described as follows:
Commence at the Northwest corner of said Tract 23 and run thence
South 89 degrees 34'02" East, along the North boundary of Tract 23, (the
centerline of Main Street), 100.00 feet; thence South 00 degrees 02'19"
West, 15.00 feet to the POINT OF BEGINNING; thence run along the
South right-of-way line of Main Street, South 89 degrees 34'02" East,
228.32 feet; thence North 00 degrees 04'24" East, 15.00 feet to the
Northwest corner of Tract 24; thence South 89 degrees 34'02" East, along
the North Line of Tract 24, 95.27 feet; thence South 00 degrees 03'53"
West, 188.00 feet; thence North 89 degrees 34'02 West, 95.40 feet; thence
South 00 degrees 05'38" West, 112.00 feet; thence North 89 degrees 34'02" West,
65.74 feet; thence South 00 degrees 03'53" West, 140.00 feet;
thence North 89 degrees 34'02" West, 262.25 feet;
thence North 00 degrees 02'19" East, along the West boundary of Tract 23,
290.00 feet; thence South 89 degrees 34'02" East, 100.00 feet;
thence North 00 degrees 02'19" East, 135.00 feet to the POINT OF BEGINNING.
Together with the following described 25 foot wide ingress/egress
easement: A portion of Tracts 23 and 24, PORT RICHEY LAND
COMPANY SUBDIVISION of Section 5, Township 25 South, Range 16
East, as recorded in Plat Book 1, page 61, of the public records
of Pasco County, Florida. Commence at the Southeast corner of
Tract 17, PORT RICHEY LAND COMPANY SUBDIVISION; thence run North
89 degrees 34'02" West, along the South line of said Tract 17,
82.00 feet to the Westerly right-of-way line of State Road 55
(US Highway 19); thence run South 00 degrees 03'53" West, along the
said Westerly right-of-way line, 299.98 feet to the POINT OF BEGINNING;
thence continue along the said right-of-way line, South 00 degrees 03'53" West,
25.00 feet; thence North 89 degrees 34'02" West, 311.15 feet;
thence North 00 degrees 03'53" East, 25.00 feet;
thence South 89 degrees 34'02" East, 311.15 feet to the Point of Beginning.
<PAGE>
U-HAUL STORAGE BRIDGEPORT, BRIDGEPORT, CT (883-082):
Parcel 1
- --------
All that certain piece or parcel of land with the buildings
thereon standing situated in the City of Bridgeport, County of
Fairfield and State of Connecticut, bounded and described as
follows: Lot No. 1 and the Easterly Half of Lot No. 2 on Map No.
1 of Property belonging to the Estate of Caroline Clarkson, made
by Plamer and Goodsell, Surveyors dated April, 1914 and on file
in the Brideport Town Clerk's Office and bounded:
NORTH: On Fairfield Avenue, seventy-five (75) feet;
EAST: On land now or formerly of the Estate of Caroline
Clarkson, one hundred nine and 5/10th (109.5) feet;
SOUTH: On land now or formerly of Frederick W. Beardsley
seventy-two and 5/10ths (72.5) feet;
WEST: On land now or formerly of Henry and Minnie Taylor, the
remaining portion of Lot No. 2 on said map, one hundred
nine and 5/10ths (109.5) feet, more or less.
Parcel 2
- --------
All that certain piece or parcel of land with the buildings
thereon standing, situated in the City of Bridgeport, County of
Fairfield, State of Connecticut, bounded and described as
follows:
NORTHERLY: by Fairfield Avenue by a curved line, 232.87 feet,
more or less;
NORTHEASTERLY: by Gilman Street, 228.19 feet, more or less;
SOUTHEASTERLY: by the junction of Gilman Street and Mountford Street,
10 feet, more or less;
SOUTHERLY: by Mountford Street, 308 feet, more or less;
WESTERLY: by land now or formerly of Sherman L. Zeluss in part,
in part by land now or formerly of Joseph and Mary Furjesz,
and in part by land now or formerly of
Leopold and Rose Hubieska, in all, 209.5 feet,
more or less.
Said parcels 1 and 2 are the same premises as shown on a map entitled "Plan of
Survey of Property in Bridgeport, CT Prepared for Amerco Real Estate Company"
prepared by Fuller & Co., Inc. and dated June 21, 1993.
<PAGE>
U-HAUL STORAGE SOUTH TAMPA, TAMPA, FL (883-084):
From the Northwest corner of the Southwest 1/4 of the Southeast 1/4
of Section 16, Township 30 South, Range 18 East, Hillsborough
County, Florida, said corner also being the Southwest corner of
PINEWOOD SUBDIVISION, as recorded in Plat Book 29, page 55,
public records of Hillsborough County, Florida, run North
89 degrees 35'04" East along the North boundary of the Southwest 1/4 of the
Southeast 1/4 of said Section 16, 536.76 feet to a Point of Beginning;
thence continue North 89 degrees 35'04" East along the North boundary of the
Southwest 1/4 of the Southeast 1/4 of said Section 16, 373.24 feet;
thence South 00 degrees 17'00" West 148.90 feet;
thence South 40 degrees 29'22" West 248.60 feet;
thence South 89 degrees 24'11" West 208.64 feet;
thence North 00 degrees 24'56" West 337.44 feet to the point of beginning.
<PAGE>
U-HAUL STORAGE SALISBURY, SALISBURY, MA (883-085):
Beginning at the Northeast corner located on the southerly
sideline of Elm Street at land now or formerly Hamel;
thence running South 02 degrees 21'19" West 100.00 feet by land of said Hamel
to a point;
thence turning and running South 88 degrees 07'39" East 150.00 feet by land
of said Hamel to land now or formerly Gail;
thence turning and running South 02 degrees 21'19" West 152.92 feet by land
of said Gail to a point at land now or formerly Cinema 95 Trust;
thence running South 00 degrees 38'40" East 85.20 feet by land of said
Cinema 95 Trust to a point;
thence running South 08 degrees 31'20" East 750.86 feet by land of said
Cinema 95 Trust to a point at land now or formerly Moulton;
thence turning and running South 42 degrees 30'20" West 541.60 feet by land of
said Moulton to a point;
thence turning and running North 78 degrees 15'10" West 700.00 feet to a point
at land of an existing right-of-way;
thence turning and running North 11 degrees 44'51" East 385.67 feet by said
right-of-way to a point;
thence running North 08 degrees 09'30" East 295.24 feet by said right-of-way
to a point on the Southly sideline of Merrill Street;
thence turning and running North 56 degrees 57'15" East 109.03 feet by said
Merrill Street to a point of curvature;
thence turning and running by a curve to the left with a central angle of
48 degrees 10'20", an arc length of 706.24 feet, with a radius of 840.00 feet
by said Merrill Street to a point curvature;
thence turning and running by a curve to the right with a central angle of
83 degrees 05'25", an arc length of 72.51 feet, with a radius of 50.00 feet
by said Merrill Street to the southerly sideline of said Elm Street;
thence turning and running South 88 degrees 07'39" East 164.66 feet by said
Elm Street to the point of beginning. Containing 23.12 acres more or less.
Being shown on a plan entitled "Plan of Land in Salisbury, MA., Essex County
for Amerco Real Estate Company" scale: 1" = 50', date: January 12, 1994
prepared by W.C. Cammett Engineering, Inc. as Plan No. 93229.
<PAGE>
U-HAUL STORAGE SPRING HILL, BROOKVILLE, FL (883-086):
Lot 2, EVANS HI-PARK, thereof recorded in, as per plat book 6, page 25,
Public Records of Hernando County, Florida, LESS THE FOLLOWING DESCRIBED
PROPERTY:
Beginning at a point on the North boundary of the SE 1/4 of
fractional Section 33, Township 22 South, Range 18 East, South
89 degrees 56' 56" West 202.35 feet from the Northeast corner of said SE
1/4 to the POINT OF BEGINNING,
thence South 89 degrees 56' 56" West 109.35 feet to the Western boundary
of Lot 2, EVANS HI-PARK Subdivision as per plat book 5, page 25,
public records of Hernando County, Florida,
thence North 00 degrees 20' 51" East 696.38 feet,
thence North 89 degrdds 56' 56" East 155.74 feet to the Eastern boundary
of said Lot 2,
thence South 00 degrees 21' 11" East along said Eastern boundary of said
Lot 2 a distance of 531.99 feet,
thence South 15 degrees 27' 07" West 170.59 feet to the
POINT OF BEGINNING.
AND LESS THE FOLLOWING DESCRIBED PROPERTY:
TRACT B
- -------
Beginning at a point of intersection of the East boundary of Lot Two,
Evans Hi-Park Subdivision as recorded in Plat Book 6, Page 25,
Public Records of Hernando County, Florida, with the North boundary
of the SE 1/4 of Fractional Section 33, Township 22 South, Range 18 East,
S. 89 degrees 56' 56" W. 155.85 feet from the NE corner of said SE 1/4,
thence S. 0 degrees 21' 11" E., along said East boundary 525.00 feet,
thence S. 89 degrees 56' 56" W. 155.90 feet to the West boundary of said
Lot Two, thence N. 0 degrees 20' 51" W., along said West boundary,
525.00 feet to the North boundary of said SE 1/4,
thence N. 89 degrees 56' 56" E., along said North boundary, 109.35 feet,
thence N. 15 degrees 27' 07" E. 170.59 feet to said East boundary
thence S. 0 degrees 21' 11" E., along said East boundary, 164.39 feet to the
Point of Beginning;
AND SUBJECT TO THE FOLLOWING DESCRIBED PERMANENT RIGHT-OF-WAY
EASEMENT:
PARCEL 3
- --------
Location of Florida Power Corporation's 55 foot right-of-way,
Brooksville West - Florida
<PAGE>
Crushed Stone transmission line right-of-way through that property as described
in O.R. Book 130, Page 34, Public Records of Hernando County, Florida being
more particularly described as follows:
Commencing at the point of intersection of the West boundary of
Lot 2, Evans Hi-Park Subdivision as recorded in Plat Book 6, Page 25,
Public Records of Hernando County, Florida, with the North boundary
of the SE 1/4 of Fractional Section 33, Township 22 South,
Range 18 East, said point being S. 89 degrees 56' 56" W. 311.72 feet
from the Northeast corner of SE 1/4 of said fractional section;
thence N. 0 degrees 20' 51" W. along said West boundary 696.48 feet to
the Point of Beginning; thence N. 0 degrees 20' 51" W. along said West
boundary 202.00 feet; thence N. 15 degrees 27' 07" E. 571.83 feet to a
point on the East boundary of said Lot; thence S. 0 degrees 21' 11" E.
along said East boundary 201.94 feet; thence S. 15 degrees 27' 07" W.
571.90 feet to the Point of Beginning.
<PAGE>
U-HAUL STORAGE ROUTE 9, TOMS RIVER, NJ (883-087):
All the real property located in the Township of Dover, County of
Ocean, State of New Jersey and more particularly described as
follows:
BEGINNING at a point in the Westerly line of New Jersey State
Highway Route #9, also known as Lakewood Road and formerly known
as River Avenue, where said line was intersected by the northerly
line of Hickory Street (66 feet wide) which was vacated July 27, 1948,
by Ordinance #238; thence
1. South 13 degrees 00 minutes West, 366.00 feet; thence
2. North 77 degrees 00 minutes West, 1,539.93 feet to a point; thence
3. North 13 degrees 00 minutes East, 366.00 feet to a point; thence
4. South 77 degrees 00 minutes East, 1,539.93 feet to the point of BEGINNING.
FOR INFORMATION ONLY: Being known as Lot 14 Block 166 as shown on the
tax assessment map of the Township of Dover.
<PAGE>
U-HAUL STORAGE CLEMENTON, CLEMENTON, NJ (883-088):
All that certain tract of parcel of land and premises situate,
lying and being in the Borough of Clementon, County of Camden and
State of New Jersey, bounded and described as follows:
BEGINNING at a point in the Southerly right-of-way line of White
Horse Pike (70.0 feet wide), said point being the division line
between Lots 26 and 28, Block 75, Tax Map; thence
1) South 08 degrees 34 minutes 08 seconds West, along Lot 26,
1133.69 feet to a point in line of Lot 20; thence
2) South 71 degrees 45 minutes 42 seconds East, along Lot 20,
248.68 feet to a point corner to same; thence
3) North 05 degrees 34 minutes 00 seconds East, along Lot 30,
893.76 feet to a point corner to same; thence
4) North 84 degrees 26 minutes 00 seconds West, along Lot 29,
78.0 feet to a point corner to same; thence
5) North 07 degrees 19 minutes 00 seconds East, still along
same, 251.18 feet to a point in the Southerly right-of-way line
of White Horse Pike; thence
6) North 64 degrees 05 minutes 56 seconds West, along said
right-of-way line, 120.43 feet to the place of beginning.
CONTAINING within said bounds 5,137 acres.
COMMONLY known as 276 White Horse Pike, Clementon, New Jersey.
FOR INFORMATION ONLY: BEING Lots 29, 28 and 29.01, Block 75, Tax Map.
<PAGE>
U-HAUL STORAGE ST. AUGUSTINE, ST. AUGUSTINE, FL (883-089):
Being part of Government Lot 2, Section 7, Township 8 South,
Range 30 East, and described as follows: Commencing at the
Northeast corner of said Government Lot 2 in said Section 7 and
run South 00 degrees 38 minutes 12 seconds West 20.00 feet to the
point of beginning, thence still with the East line of said
Government Lot 2, South 00 degrees 38 minutes 12 seconds West for
a distance of 220.00 feet, thence leaving said East line of said
Lot 2 and running North 89 degrees 49 minutes 48 seconds West for
a distance of 477.00 feet to the East right-of-way line of U.S.
Highway No. 1, (200 feet wide) thence with the East side of said
Highway North 00 degrees 13 minutes 12 seconds East for a
distance of 220.00 feet, thence leaving said Highway and running
South 89 degrees 49 minutes 48 seconds East 478.60 feet to the
place of beginning.
<PAGE>
U-HAUL STORAGE HOLYOKE, HOLYOKE, MA (883-090):
The land, with the buildings thereon, in Holyoke, Hampden County,
Massachusetts, bounded and described as follows:
Beginning at the point of intersection of the westerly side of
Bond Street with the southerly side of Appleton Street; thence
running
SOUTHWESTERLY on said Bond Street, one hundred thirty-five
- ------------- and seventy-one one-hundredths (135.71) feet
to land conveyed by Max C. Krumpholz and
Clarence A. Bemis to Arthur J. Marquis et
als, by deed dated August 18, 1959, recorded
in Hampden County Registry of Deeds in Book
2696, Page 278; thence
NORTHWESTERLY at a right angle with said Bond Street,
- ------------- ninety (90) feet to a point; thence
SOUTHWESTERLY at a right angle with the last described line
- ------------- and parallel with said Bond Street, four and
twenty-one-hundredths (4.21) feet to a point;
thence
NORTHWESTERLY at a right angle with the last described
- ------------- line, seventy (70) feet to the easterly side
of Newton Street; thence
NORTHEASTERLY along the easterly side of Newton Street,
- ------------- sixty-five (65) feet to a point; thence
SOUTHEASTERLY at a right angle to the last described line,
- ------------- seventy (70) feet to a point; thence
NORTHEASTERLY at a right angle to the last described line,
- ------------- seventy-five (75) feet to the southerly side
of Appleton Street; thence
SOUTHEASTERLY along the southerly side of Appleton Street,
- ------------- ninety (90) feet to Bond Street and the point
of beginning.
<PAGE>
U-HAUL STORAGE SUMMER AVENUE, MEMPHIS, TN (883-091):
Commencing at a point in the centerline of Summer Avenue 2705.3
feet Southwestwardly from the intersection of Summer Avenue with
Shelby Oaks Drive; thence South 43 degrees 21' 50" West 90 feet to an
iron pin at the Northeast corner of the Day's Inn property, said
point being the point of beginning; thence North 46 degrees 38' 10" East
along the Southeast line of Summer Avenue 225.00 feet to an iron
pin at the Northwest corner of the Weathersby and Brooks
property; thence South 43 degrees 21' 50" East along the Southwest line
of the said Weathersby and Brooks property 491.00 feet to an iron pin;
thence South 46 degrees 38' 10" West and parallel to the said
Southeast line of Summer Avenue 225.00 feet to an iron pin on the
Northeast line of the Day's Inn property;
thence North 43 degrees 21' 50" West along the said Northeast line of the
Day's Inns property 491.00 feet to the point of beginning.
<PAGE>
U-HAUL STORAGE AYER, AYER, MA (883-092):
The land in Ayer, with the buildings thereon, located in
Ayer, Middlesex County, Massachusetts, being shown as Lots 4, 5,
6, 7, 8, 9 and 10 on a plan entitled "Sunnyside belonging to
Edward P. Masse, Land Association" situated at Ayer, Mass. by
J.A. Lantham & Son, Providence, Rhode Island, dated September,
1923 and recorded with Middlesex South District Registry of Deeds
in Plan Book 325, Plan 25.
Being part of the premises conveyed to Garrison Inc., by
Deed of Levitt and Sons, Incorporated, dated November 7, 1968 and
recorded with Middlesex South District Registry of Deeds in Book
11626, Page 369.
Also, the land in said Ayer shown as Lots 11, 12, 13, 14,
15, 16, 17, 18, 19, 20, 21 and 31-42 inclusive on said plan.
Being the same premises conveyed to Garrison, Inc., by deed
of Levitt and Sons, Incorporated, dated November 7, 1968 and
recorded with said deeds in Book 11626, Page 373.
Together with, and subject to the rights of others thereto
entitled, a right-of-way in and over Lawnhurst Avenue and
Oakhurst Avenue as shown on said plan.
Together with, and subject to the rights and easements set
forth in the following instruments:
1. Easement granted to New England Telephone and Telegraph
Company, a New York corporation, dated August 13, 1982 and
recorded with said Deeds at Book 14720, Page 052;
2. Grant of Right-of-Way between Garrison, Inc. and Peter
C. Siomos, et ux. and George Gould dated November 4, 1983 and
recorded with said Deeds in Book 15315, Page 104.
<PAGE>
U-HAUL STORAGE GAITHERSBURG, GAITHERSBURG, MD (883-093):
Lots 14, 15, and 16, Block C, in the subdivision styled "LOTS 14-
22, BLOCK C, MONTGOMERY COUNTY AIRPARK INDUSTRIAL SITES" as
delineated on that plat of subdivision recorded in Plat Book 131
at plat No. 15185, among the Land Records of Montgomery County,
Maryland.
<PAGE>
U-HAUL STORAGE TEXAS CENTRAL PKWY, WACO, TX (883-094):
PARCEL A
- --------
BEING a 1.0943 acre, more or less, tract of land lying, situate
and being in the T.B. White Survey in McLennan County, Texas, and
being out of and a part of that certain 8.23 acre tract of land
conveyed to 84 Plaza Joint Venture, by deed recorded in Volume
1403, Page 455 of the Deed Records of McLennan County, Texas;
said 1.0943 acres being described by metes and bounds as follows:
BEGINNING at an iron rod set in the easterly line of
Texas Central Parkway (120 foot R.O.W.), said rod bears, S
30 degrees 29' 35" E, 177.21 feet from the NW corner of said
8.23 acre tract, for the NW corner of this description;
THENCE N 58 degrees 19' 00" E a distance of 283.65 feet to an
iron rod set in the easterly line of said 8.23 acres and the west line
of the Woodway Center Addition for corner;
THENCE S 30 degrees 35' 00" E with the east line of said
8.23 acres, a distance of 168.00 feet to a point in the west line
of said Woodway Center Addition, (927-488), for the SE corner of this
description;
THENCE S 58 degrees 19' 00" W a distance of 283.92 feet to a
point in the easterly line of said Parkway, for the SW corner of this;
THENCE N 30 degrees 29' 35" W a distance of 168.01 feet to the
POINT OF BEGINNING, and containing 47667.38 square feet or
1.0943 acres of land, more or less.
PARCEL B
- --------
BEING a 0.998 acre, more or less, tract of land, described as follows:
BEING Lot Two (2), Block One (1), of the Central Storage
Addition to the City of Waco, McLennan County, Texas, as per
amended final plat thereof filed of record in Volume 1459, Page
244 of the Deed Records of McLennan County, Texas; SAVE AND
EXCEPT a 1.0943 acre tract of land lying, situate and being in
the T.B. White Survey in McLennan County, Texas, and being out of
and a part of that certain 8.23 acre tract of land conveyed to 84
Plaza Joint Venture, by deed recorded in Volume 1403, Page 455 of
the Deed Records of McLennan County, Texas; said 1.0943 acres
being described by metes and bounds as follows:
BEGINNING at an iron rod set in the easterly line of
Texas Central Parkway (120 foot R.O.W.), said rod bears, S
30 degrees 29' 35" E, 177.21 feet from the NW corner of said
<PAGE>
8.23 acre tract, for the NW corner of this description;
THENCE N 58 degrees 19' 00" E a distance of 283.65 feet to an
iron rod set in the easterly line of said 8.23 acres and the west line
of the Woodway Center Addition for corner;
THENCE S 30 degrees 35' 00" E with the east line of said 8.23 acres,
a distance of 168.00 feet to a point in the west line of said
Woodway Center Addition, (927-488), for the SE corner of this description;
THENCE S 58 degrees 19' 00" W a distance of 283.92 feet to a
point in the easterly line of said Parkway, for the SW corner of this;
THENCE N 30 degrees 29' 35" W a distance of 168.01 feet to
the POINT OF BEGINNING, and containing 47667.38 square feet or
1.0943 acres of land, more or less.
Said 0.998 acre, more or less, tract of land being also
described as follows:
BEING a 0.998 acre, more or less, tract of land out of the
T.B. White Survey No. 896 in McLennan County, Texas being part of
Lot Two (2), Block One (1) of the Central Storage Addition
recorded in Volume 1459, Page 244 of the Deed Records of McLennan
County, Texas being more particularly described by metes and
bounds as follows:
BEGINNING at a found "X" in concrete being the
southwest corner of a 1.0943 acre tract conveyed to U-Haul
International, Inc. by Substitute Trustee's Deed recorded
February 9, 1995 in Volume 1832, Page 606 of the Deed
Records of McLennan County, Texas, and also being in the
east line of Texas Central Parkway;
THENCE N 58 degrees 47' 15" E for a distance of 283.62 feet to
a set 3/8"x12" spike by the edge of a concrete foundation for the
northeast corner of this being in the east line of said Lot 2,
Block 1 recorded in Volume 1459, Page 244;
THENCE S 30 degrees 40' 54" E <called S 30 degrees 35' 00" E 322.34
feet; plat volume 1459, page 244> along the east line of said Lot 2,
Block 2 passing a found 1/2" iron at 14.61 feet being in the west line
of Lot 1, Block 7 of the Woodway Center Addition recorded in
Volume 1821, Page 501 of the Deed Records of McLennan County, Texas
(called N 30 degrees 39' 05" W 809.60 feet) for a total distance of
152.00 feet to a found 1/2" iron being the northeast corner of Lot 1,
Block 1 of the Central Express Addition recorded in Volume 1661,
Page 838 of the Deed Records of McLennan County, Texas for the southeast
corner of this;
THENCE S 58 degrees 19' 00" W (Base Bearing) along the northwest
line of Lot 1,
<PAGE>
Block 1 of said Central Express Addition for a distance of 284.16 feet
to a found 1/2" iron for the northwest corner of said Lot 1,
Block 1 of the Central Express Addition for the southwest corner of this;
THENCE N 30 degrees 29' 40" W <N 30 degrees 29' 35" W 322.35 feet;
plat volume 1459, page 244> along the east line of said
Texas Central Parkway for a distance of 154.34 feet to the
point of beginning containing 0.998 acres, more or less, of land.
PARCEL C
- --------
A certain tract of land situated in McLennan County, Texas,
which is more fully described as follows:
FIELDNOTES for a 0.008 acre (321 square feet, more or less) tract
of land in the T. B. WHITE SURVEY, being a portion of lots 1 and
2, Block 3 of the WOODWAY CENTER ADDITION to the Village of
Woodway, McLennan County, Texas as shown on a plat of said
addition recorded in Volume 927, Page 488 of the Deed Records of
McLennan County, Texas.
BEGINNING at an iron rod found in the south line of Tabb Avenue
(50' ROW) for the northwest corner of said Lot 1, Block 3 of said
Woodway Center Addition and the northeast corner of Lot 2, Block
1 of the Central Storage Addition to the City of Waco as shown on
a plat of said addition recorded in Volume 1458, Page 85 of said
Deed Records.
THENCE: S 31 deg 34' E, a distance of 184.96 feet to an iron
rod for the southeast corner of this.
THENCE: S 58 deg 19' E, a distance of 3.47 feet to a point for
the southwest corner of this.
THENCE: N 30 deg 29' 35" W, along the west line of said Woodway
Center Addition and the east line of said Central Storage
Addition, a distance of 185 feet to the PLACE OF BEGINNING.
<PAGE>
U-HAUL STORAGE 47TH AVE & HWY 99, SACRAMENTO, CA (883-095):
PARCEL 1, as shown on that certain parcel map entitled "Portion
of the Northwest 1/4 of Section 32, Township 8 North, Range 5 East
M.D.M.," recorded in Book 46 of Parcel Maps, Page 43, records of
Sacramento County, State of California.
<PAGE>
U-HAUL STORAGE ORANGETHORPE, FULLERTON, CA (883-097):
That portion of Section 2, Township 4 South, Range 10 West, in
the Rancho San Juan Cajon De Santa Ana, in the City of Fullerton,
as shown on a map recorded in Book 51, Page(s) 10, of
Miscellaneous Maps, in the Office of the County Recorder of
Orange County described as follows:
Parcel 2, in the City of Fullerton, County of Orange, State
of California, as per map recorded in Book 139, page 49 of
parcel maps, records of said County.
<PAGE>
U-HAUL SPARKMAN DRIVE, HUNTSVILLE, AL (884-001):
All that part of the Northwest Quarter of Section 28, Township 3
South, Range 1 West in the City of Huntsville, Madison County,
Alabama: particularly described as beginning at a point that is
located South 00 degrees 28 minutes 15 seconds West, 235.0 feet
and South 89 degrees 57 minutes 06 seconds East, 566.0 feet from
the Northwest corner of said Section 28; thence from the true
point of beginning continue South 89 degrees 57 minutes 06
seconds East, 339.54 feet to a point; thence South 43 degrees 19
minutes East, 220.0 feet to a point on the Northerly margin of
Sparkman Drive right-of-way; thence South 46 degrees 41 minutes
West along the said right-of-way line a distance of 282.11 feet
to a point; thence North 43 degrees 19 minutes West, 388.81 feet
to a point; thence North 0 degrees 02 minutes 54 seconds East,
88.50 feet to the true point of beginning and containing 2.363
acres, more or less.
<PAGE>
U-HAUL STORAGE MARIETTA, MARIETTA, GA (884-004):
All that tract or parcel of land lying and being in Land Lot 1237
of the 16th District, 2nd Section, Cobb County, Georgia, and
being more particularly described as follows:
to find the TRUE POINT OF BEGINNING, commence at the point formed
by the intersection of the Southern right of way line of Roswell
Street (50 foot right of way) and the Western right of away line
of Dodd Street (30 foot right of way); thence running South along
the Western right of way line of Dodd Street a distance of 449.20
feet to a point and the TRUE POINT OF BEGINNING: with the true
point of beginning thus established, run thence South 00 degrees
01 minutes 35 seconds West along the Western right of way line of
Dodd Street a distance of 260.00 feet to a point; running thence
North 89 degrees 39 minutes 37 seconds West a distance of 367.11
feet to a point; running thence North 00 degrees 29 minutes 25
seconds West a distance of 260.00 feet to a point; running thence
North 88 degrees 42 minutes 35 seconds East a distance of 90 feet
to a point; run thence South 89 degrees 08 minutes 25 seconds
East a distance of 279.50 feet to a point and the TRUE POINT OF
BEGINNING:
TOGETHER WITH an easement for ingress and egress over and across
the following described lands of Grantor herein:
All that tract or parcel of land lying and being in Land Lot 1237
of the 16th District, 2nd Section, Cobb County, Georgia, and
being more particularly described as follows:
To find the TRUE POINT OF BEGINNING, commence at the point formed
by the intersection of the Southern right of way line of Roswell
Street with the Western right of way line of Dodd Street (30 foot
right of way); run thence South along the Western right of way
line of Dodd Street a distance of 449.2 feet to an iron pin
placed; run thence South 00 degrees 01 minutes 35 seconds West
along the Western right of way line of Dodd Street a distance of
264.30 feet to an iron pin placed and the TRUE POINT OF
BEGINNING; with the true point of beginning thus established, run
North 89 degrees 39 minutes 37 seconds West a distance of 367.07
feet to an iron pin placed; run thence North 00 degrees 29
minutes 25 seconds West a distance of 4.30 feet to a point; run
thence South 89 degrees 39 minutes 37 seconds East a distance of
367.11 feet to a point on the Western right of way line of Dodd
Street; run thence South 00 degrees 01 minutes 35 seconds West
along the Western right of way line of Dodd Street a distance of
4.30 feet to an iron pin placed and the POINT OF BEGINNING.
TOGETHER WITH an easement for ingress and egress over and across
that portion of Wilson Drive, a paved private road, lying
directly to the South of the property described above. As shown
in a survey for Marietta Mini Storage by Kenco Engineering and
Surveying Co., Inc. Richard E. Nutt, Georgia Registered Land
Surveyor #1797, dated November 1, 1984, revised July 1, 1986,
last revised October 28, 1986. As set forth in Corrective
Warranty Deed dated November 2, 1986, recorded November 25, 1986,
in Deed Book 4223, Page 232, aforesaid records.
<PAGE>
U-HAUL STORAGE MOON LAKE, HUDSON, FL (884-007)
PARCEL I:
The East 1/2 of Tract 347 of the unrecorded plat of LAKEWOOD
ACRES SUBDIVISION, Unit Three, being further described as
follows: Commence at the Northeast corner of Section 6, Township
25 South, Range 17 East, Pasco County, Florida; thence South
00 degrees 21'35" West, along the East line of said Section 6, a
distance of 1152.64 feet; thence South 33 degres 30'20" West, a
distance of 650.35 feet; thence South 56 degrees 29'40" East, a
distance of 685.00 feet; thence South 33 degrees 30'00" West, a
distance 2030.00 feet; thence North 56 degrees 28'23" West, a
distance of 76.23 feet; thence South 33 degrees30'00" West, a
distance of 544.07 feet; thence North 88 degrees 58'47" West, a
distance of 760.40 feet to the POINT OF BEGINNING; thence continue
North 88 degrees 58'47" West a distance of 69.40 feet; thence
South 33 degrees 30'00" West, a distance of 56.85 feet; thence
South 01 degrees 01'13" West, a distance of 1004.70 feet; thence
South 88 degrees 58'47" East, a distance of 100.00 feet; thence
North 01 degrees 01'13" East, a distance of 1051.44 feet to the POINT OF
BEGINNING, LESS AND EXCEPT the South 10 feet thereof.
PARCEL II:
The West 1/2 of Tract 347 of the unrecorded plat of LAKEWOOD
ACRES SUBDIVISION, Unit Three, being further described as
follows: Commence at the Northeast corner of Section 6, Township
25 South, Range 17 East, Pasco County, Florida; thence South
00 degrees 21'35" West, along the East line of said Section 6, a distance
of 1152.64 feet; thence South 33 degrees 30'20" West, a distance of
650.35 feet; thence South 56 degrees 29'40" East, a distance of 685.00 feet;
thence South 33 degrees 30'00" West, a distance of 2030.00 feet;
thence North 56 degrees 28'23" West, a distance of 76.23 feet; thence
South 33 degrees 30'00" West, a distance of 544.07 feet; thence
North 88 degrees 58'47" West, a distance of 829.80 feet; thence
South 33 degrees 30'00" West, a distance of 56.85 feet to the
POINT OF BEGINNING; thence continue South 33 degrees 30'00" West,
a distance of 186.22 feet; thence South 01 degrees 01'13" West,
a distance of 847.61 feet; thence South 88 degrees 58'47" East,
a distance of 100.00 feet; thence North 01 degrees 01'13" East,
a distance of 1004.70 feet to the POINT OF BEGINNING;
LESS AND EXCEPT the South 10 feet thereof.
<PAGE>
U-HAUL STORAGE HUDSON, HUDSON, FL (884-009)
PARCEL III:
- ----------
Lot 8, Block 2, Unit #1, GULF COAST ACRES, as per plat recorded
in Plat Book 5, page 84, of the public records of Pasco County,
Florida, LESS AND EXCEPT THEREFROM that portion conveyed to the
State of Florida for the use and benefit of the State Road
Department of Florida, by instrument recorded September 25, 1967,
in Official Records Book 373, page 516, of the public records of
Pasco County, Florida.
<PAGE>
U-HAUL STORAGE MALDEN, MALDEN, MA (884-012):
The land with the buildings thereon situated in Malden,
Middlesex County, Massachusetts, being more particularly bounded
and described as follows:
SOUTHERLY by Eastern Avenue, seventy-nine and no/100 (79.00) feet;
WESTERLY by Parcel 4 as shown on the plan hereinafter referred to,
one hundred nine and 13/100 (109.13) feet;
NORTHERLY by Parcel 2 as shown on said plan, six and no/100
(6.00) feet;
WESTERLY again by said Parcel 2, thirteen and no/100
(13.00) feet;
NORTHEASTERLY by said Parcel 2, eight and 90/100 (8.90) feet;
WESTERLY by said Parcel 2, one and no/100 (1.00) feet;
NORTHERLY by said Parcel 2, fourteen and 40/100 (14.40) feet;
WESTERLY by said Parcel 2 and by Parcel 3 as shown on said plan,
seventy-four and 26/100 (74.26);
NORTHWESTERLY by land now or formerly of the Boston & Maine Railroad,
one hundred eighty-six and 13/100 (186.13) feet;
EASTERLY by Phillips Court, eighty-one and 55/100 (81.55) feet;
SOUTHERLY by land now or formerly of the
Gibbs Realty and Investment Corporation,
one hundred thirty-four and no/100 (134.00) feet;
EASTERLY by said Gibbs Realty and Investment Corporation land,
one hundred twenty-five and 60/100 (125.60) feet.
The same being Parcel 1 as shown on a plan entitled "Plan of
Land in Malden belonging to Revere Knitting Mills Inc. et als"
drawn by S. Slater, Surveyor, dated Nov. 9, 1957, which plan is
recorded with said Deeds in Book 9093, Page 223.
<PAGE>
U-HAUL STORAGE AURORA, AURORA ONTARIO, CAN (886-001):
Part Lot 105, Plan 246
being Part 1 on Plan 65R-3060
Town of Aurora
Regional Municipality of York
Registry Division of York Region (No. 65)
<PAGE>
U-HAUL STORAGE HAMILTON, HAMILTON, ONT (886-002):
FIRSTLY: being composed of part of Lot 13, Concession 1, in the
- -------
City of Hamilton, in the Regional Municipality of Hamilton-Wentworth,
formerly in the Township of Glanford, and designated as parts 3, 4, 7 and 10,
according to Plan 62R-5403. Reserving to the Regional Municipality of
Hamilton-Wentworth an easement over parts 4 and 10, Plan 62R-5403.
SECONDLY:
- ---------
Being the whole of Parcel 9-1, in the Registry for Section 62M-352,
being Lot 9 and Block 16 on Plan 62M-0352,
Hamilton Mountain Industrial Park No. 3, City of Hamilton,
Regional Municipality of Hamilton-Wentworth.
Land Titles Division of Hamilton-Wentworth (No. 62)
<PAGE>
U-HAUL STORAGE WATERLOO, WATERLOO, ONT (886-003):
Lot Number 2, Registered Plan Number 1405
City of Waterloo
Regional Municipality of Waterloo
SAVE AND EXCEPT Part 1 on Plan 58R-4313, registered
in the Land Registry Office at Waterloo North
Registry Division of Waterloo (No. 58)
<PAGE>
U-HAUL STORAGE FAIRWAY ROAD, KITCHERNER, ONT (886-004):
Part Lot 6, Plan 1525, now designated as Parts 1, 2, 3, 4, 5, 6,
7 and 8 on Reference Plan 58R-22985, subject to a right-of-way
over Part 3 on Reference Plan 58R-1841
City of Kitcherner
Regional Municipality of Waterloo
Registry Division of Waterloo (No. 58)
<PAGE>
U-HAUL STORAGE NEWMARKET, NEWMARKET, ONT (886-005):
Parcel 11-1, Section 65M-2558
being Lot 11, Plan 65M-2558
Town of Newmarket
Regional Municipality of York
Subject to an easement in favour of The Corporation of the Town
of Newmarket over that part of Lot 11 on Plan 65M-2558,
designated as Part 8 on Plan 65R-11063 for the purposes as set
out in LT434245.
Land Titles Division of York Region (No. 65)
<PAGE>
U-HAUL STORAGE WALKER ROAD, WINDSOR, ONT (886-006):
FIRSTLY:
- --------
Part of Lot 12, Concession 6, designated as Part 1 on Plan 12R-7727,
in the Township of Sandwich South, in the County of Essex
SECONDLY:
- ---------
Part of Lot 12, Concession 6, designated as Part 1 on Plan 12R-3017,
in the Township of Sandwich South, in the County of Essex
SAVE AND EXCEPT Part 1 on Plan 12R-10139.
<PAGE>
U-HAUL STORAGE OAKVILLE, OAKVILLE, ONT (886-007):
FIRSTLY:
- --------
Part of Lot 17, Concession 3, South of Dundas Street, in the Town
of Oakville, in the Regional Municipality of Halton and designated
as Part 1 on Plan 20R-4820, save and except that part of Part 1
designated as Parts 1 and 2 on Plan 20R-4939.
TOGETHER WITH a right-of-way over those Parts of Lot 17, Concession 3,
South of Dundas Street, designated as Part 2 on Reference Plan 20R-4820.
SECONDLY:
- ---------
Parts of Lots 48, 49, and 50, Plan 175 and Part of Lot 17, Concession 3,
South of Dundas Street, in the Town of Oakville, in the Regional Municipality
of Halton and being Parts 1, 3 and 4 on Reference Plan 20R-7452,
save and except part of Lot 48, Plan 175 and part of Lot 17, Concession 3,
South of Dundas Street, designated as Parts 1, 2 and 3 on
Reference Plan 20R-7646.
TOGETHER WITH a right-of-way for the purposes of ingress and egress over those
parts of Lot 48 according to Plan No. 175 and of Lot 17, Concession 3,
South of Dundas Street designated as Parts 2 and 5 on Reference Plan 20R-7452
until such time as it has been assumed as part of a public highway as set out
in Instrument Number 640996.
TOGETHER WITH a right-of-way for the purposes of ingress and egress over those
parts of Lot 48 according to plan No. 175 and of Lot 17, Concession 3,
South of Dundas Street, designated as Parts 2 and 3 on Reference Plan 20R-7646
for the benefit of those parts of Lots 49 and 50 according to the said
Plan No. 175, which form part of Part 3 on Reference Plan 20R-7452.
<PAGE>
U-HAUL STORAGE VINE STREET, ST. CATHARINES, ONT (886-009):
Part of Lot 4043, Corporation Plan No. 2, in the City of St. Catharines,
in the Regional Municipality of Niagara, being designated as Parts 2 and 3,
Reference Plan 30R-1807; SUBJECT to a utility easement in favour of
Perma-Mix Limited, its successors and assigns in perpetuity on and under the
lands and premises described as Part 3, Plan 30R-1807 as in
Instrument Number 557456.
WHEREAS by Certificate of Continuance dated February 27, 1991 a notarial copy
of which was registered in the General Register for the Land Registry Division
on Niagara North, 755556 Ontario Limited was continued under the name
2694581 Canada Limited.
AND WHEREAS by Certificate of Amalgamation dated March 1, 1995
and Articles of Amalgamation dated February 27, 1991 2694581
Ontario Limited amalgamated with and continued under the name
Royaledge Industries Inc.
<PAGE>
U-HAUL STORAGE TOWERLINE PLACE, LONDON, ONT (886-010):
Parcel 18-2, Section M-31
Lot 18 on Plan M-31
City of London
County of Middlesex
Land Titles Division of Middlesex (No. 33)
Parcel 18-2, Section M-31, City of London, County of Middlesex,
being the whole of Lot 18, on Plan M-31, designated as Parts 4,
5, 6, 7, 8, 9, 10, 11 and 12 on Reference Plan 33R-3685.
And that part of Towerline Place designated as Parts 1, 2 and 3
on said Reference Plan 33R-3685, as stopped up and closed by
Judges Order registered as No. LT30775.
SUBJECT TO an easement in favour of the City of London as set out
in Instrument No. LT35159.
<PAGE>
Exhibit B
---------
U-Haul Storage Westchester County -- U-Haul Co. of New York, Inc. (882-055):
U-Haul Storage Alta Mesa -- U-Haul Co. of Texas (883-004):
U-Haul Storage Tilton -- U-Haul Co. of New Hampshire, Inc. (883-039):
U-Haul Center West Hartford -- U-Haul Co. of Connecticut (883-040):
U-Haul Storage Colmar -- U-Haul Co. of Pennsylvania (883-044):
U-Haul Storage Hylton Road -- U-Haul Co. of New Jersey, Inc. (883-046):
U-Haul Storage North Royalton -- U-Haul Co. of Ohio (883-054):
U-Haul Storage Butler Street -- U-Haul Co. of Virginia (883-062):
U-Haul Storage Montgomery Park -- U-Haul Co. of Massachusetts, Inc. (883-064):
U-Haul Storage Country Club -- U-Haul Co. of Texas (883-073):
U-Haul Storage Route 2 -- U-Haul Co. of Massachusetts, Inc. (883-074):
U-Haul Storage New Port Richey -- U-Haul Co. of Florida (883-076):
U-Haul Storage Bridgeport -- U-Haul Co. of Connecticut (883-082):
U-Haul Storage South Tampa -- U-Haul Co. of Florida (883-084):
U-Haul Storage Salisbury -- U-Haul Co. of Massachusetts, Inc. (883-085):
U-Haul Storage Spring Hill -- U-Haul Co. of Florida (883-086):
U-Haul Storage Route 9 -- U-Haul Co. of New Jersey, Inc. (883-087):
U-Haul Storage Clementon -- U-Haul Co. of New Jersey, Inc. (883-088):
U-Haul Storage St. Augustine -- U-Haul Co. of Florida (883-089):
U-Haul Storage Holyoke -- U-Haul Co. of Massachusetts, Inc. (883-090):
U-Haul Storage Summer Avenue -- U-Haul Co. of Tennessee (883-091):
U-Haul Storage Ayer -- U-Haul Co. of Massachusetts, Inc. (883-092):
<PAGE>
U-Haul Storage Gaithersburg -- U-Haul Co. of Maryland, Inc. (883-093):
U-Haul Storage Texas Central Pkwy. -- U-Haul Co. of Texas (883-094):
U-Haul Storage 47th Ave & Hwy 99 -- U-Haul Co. of California (883-095):
U-Haul Storage Orangethorpe -- U-Haul Co. of California (883-097):
U-Haul Sparkman Drive -- U-Haul Co. of Alabama, Inc. (884-001):
U-Haul Storage Marietta -- U-Haul Co. of Georgia (884-004):
U-Haul Storage Malden -- U-Haul Co. of Massachusetts, Inc. (884-012):
U-Haul Storage Aurora -- U-Haul Co. (Canada) Ltd. (886-001):
U-Haul Storage Hamilton -- U-Haul Co. (Canada) Ltd. (886-002):
U-Haul Storage Waterloo -- U-Haul Co. (Canada) Ltd. (886-003):
U-Haul Storage Fairway Road -- U-Haul Co. (Canada) Ltd. (886-004):
U-Haul Storage Newmarket -- U-Haul Co. (Canada) Ltd. (886-005):
U-Haul Storage Walker Road -- U-Haul Co. (Canada) Ltd. (886-006):
U-Haul Storage Oakville -- U-Haul Co. (Canada) Ltd. (886-007):
U-Haul Storage Vine Street -- U-Haul Co. (Canada) Ltd. (886-009):
U-Haul Storage Towerline Place -- U-Haul Co. (Canada) Ltd. (886-010):
<PAGE>
EXHIBIT C
---------
U-Haul Storage Westchester County (882-055):
937 Saw Mill River Road, Yonkers, NY
U-Haul Storage Alta Mesa (883-004):
3450 Alta Mesa Blvd., Fort Worth, Texas
U-Haul Storage Tilton (883-039):
Route 3, Tilton, NH
U-Haul Center West Hartford (883-040):
164 South St., W. Hardford, CT
U-Haul Storage Colmar (883-044):
272 Bethlehem Pike, Colmar, PA
U-Haul Storage Hylton Road (883-046):
8505 N. Crescent Blvd., Pennsauken, NJ
U-Haul Storage North Royalton (883-054):
9903 Royalton Road, North Royalton, OH
U-Haul Storage Butler Street (883-062):
803 Butler Street, Chesapeake, VA
U-Haul Storage Montgomery Park (883-064):
499 Montgomery Street, Chicopee, MA
U-Haul Storage Country Club (883-073):
2220 Country Club, Carrollton, TX
U-Haul Storage Route 2 (883-074):
438 Harvard Street, Leominster, MA
U-Haul Storage New Port Richey (883-076):
6209 US Hwy 19, New Port Richey, FL
U-Haul Storage Bridgeport (883-082):
3029 Fairfield Avenue, Bridgeport, CT
U-Haul Storage South Tampa (883-084):
3826 N. Marcum Street, Tampa, FL
U-Haul Storage Salisbury (883-085):
6 Merrill Street, Salisbury, MA
U-Haul Storage Spring Hill (883-086):
13416 Cortez Blvd., Brookville, FL
U-Haul Storage Route 9 (883-087):
2180 Route 9, Toms River, NJ
U-Haul Storage Clementon (883-088):
270 White Horse Pike, Clementon, NJ
U-Haul Storage St. Augustine (883-089):
3524 US Highway 1 South, St. Augustine, FL
U-Haul Storage Holyoke (883-090):
250 Appleton Street, Holyoke, MA
U-Haul Storage Summer Avenue (883-091):
5315 Summer, Memphis, TN
U-Haul Storage Ayer (883-092):
79 Fitchburg Road, Ste 2, Ayer, MA
<PAGE>
U-Haul Storage Gaithersburg (883-093):
7931 Beechcraft Ave., Gaithersburg, MD
U-Haul Storage Texas Central Pkwy (883-094):
200 Texas Central Parkway, Waco, TX
U-Haul Storage 47th Ave & Hwy 99 (883-095):
6414 44th Street, Sacramento, CA
U-Haul Storage Orangethorpe (883-097):
2280 Orangethorpe Avenue, Fullerton, CA
U-Haul Sparkman Drive (884-001):
1903 Sparkman Dr., Huntsville, AL
U-Haul Storage Marietta (884-004):
144 Dobbs Street, Marietta, GA
U-Haul Storage Moon Lake (884-007)
10601 State Road 52, Hudson, Florida
U-Haul Storage Hudson (884-009)
14906 US Hwy 19, Hudson, FL
U-Haul Storage Malden (884-012):
124-126 Eastern Avenue, Malden, MA
U-Haul Storage Aurora (886-001):
51 Industrial Pkwy. N., Aurora, Ontario
U-Haul Storage Hamilton (886-002):
1060-1088 Rymal Road East, Hamilton, Ontario
U-Haul Storage Waterloo (886-003):
585 Colby Drive, Waterloo, Ontario
U-Haul Storage Fairway Road (886-004):
555 Fairway Road South, Kitcherner, Ontario
U-Haul Storage Newmarket (886-005):
225 Harry Walker Parkway, Newmarket, Ontario
U-Haul Storage Walker Road (886-006):
5025 Walker Road, Windsor, Ontario
U-Haul Storage Oakville (886-007):
478 Woody Road, Oakville, Ontario
U-Haul Storage Vine Street (886-009):
72 Vine Street, St. Catharines, Ontario
U-Haul Storage Towerline Place (886-010):
95 Towerline Place, London, Ontario
<PAGE>
SETTLEMENT AGREEMENT AND EXHIBITS
---------------------------------
(TENDERED FOR SIGNATURES)
-------------------------
<PAGE>
SETTLEMENT AGREEMENT
--------------------
This Settlement Agreement (the "Agreement") is made this
19th day of September, 1995, by and among: (i) MARY ANNA SHOEN EATON,
a married woman in her sole and separate right ("Mary Anna");
(ii) MARAN, INC. ("Maran"); (iii) EDWARD J. SHOEN ("E. Shoen");
(iv) JAMES P. SHOEN ("J. Shoen"); (v) AUBREY K. JOHNSON ("Johnson");
(vi) JOHN M. DODDS ("Dodds"); (vii) WILLIAM E. CARTY ("Carty");
and (viii) AMERCO, a Nevada corporation ("AMERCO")
(collectively, the "Parties").
I. RECITALS.
--------
1.1 On August 2, 1988, Mary Anna and Maran, among others
(Mary Anna, Maran and the other plaintiffs will be referred to
collectively as the "Share Case Plaintiffs"), instituted an
action in the Superior Court of the State of Arizona in and for
Maricopa County (Case No. CV 88-20139) (the "Superior Court")
against E. Shoen, J. Shoen, Johnson, Dodds, and Carty (the
"Director Defendants"), and against Paul F. Shoen ("P. Shoen"),
all of whom were directors of AMERCO at the time (the "Arizona
Litigation").
1.2 After a jury verdict, post-trial motions, and the entry
of remittiturs which the Share Case Plaintiffs accepted, the
-----------
Superior Court entered two (2) separate judgments in the Arizona
Litigation. A judgment for punitive damages against E. Shoen was
entered in the amount of $7,000,000.00 (the "Punitive Damage
Judgment"). A judgment against the Director Defendants and P.
Shoen was entered in the amount of $461,838,000.00 (the "Share
<PAGE>
Case Judgment"). The Punitive Damage Judgment and the Share Case
Judgment will be collectively referred to hereinafter as the
"Arizona Litigation Judgments."
1.3 Mary Anna does not own any shares of the common stock
of AMERCO.
1.4 On February 21, 1995, E. Shoen filed a voluntary
Chapter 11 reorganization case in the United States Bankruptcy
Court for the District of Arizona (the "Court" or "Bankruptcy
Court"), which was assigned Case No. 95-1430-PHX-JMM.
1.5 On February 21, 1995, J. Shoen filed a voluntary
Chapter 11 reorganization case in the United States Bankruptcy
Court for the District of Arizona, which was assigned Case
No. 95-1431-PHX-JMM.
1.6 On February 21, 1995, Johnson filed a voluntary Chapter
11 reorganization case in the United States Bankruptcy Court for
the District of Arizona, which was assigned Case
No. 95-1432-PHX-CGC.
1.7 On February 21, 1995, Dodds filed a voluntary Chapter
11 reorganization case in the United States Bankruptcy Court for
the District of Arizona, which was assigned Case
No. 95-1433-PHX-RGM.
1.8 On February 21, 1995, Carty filed a voluntary Chapter
11 reorganization case in the United States Bankruptcy Court for
the District of Arizona, which was assigned Case No. 95-1434-PHX-GBN.
1.9 Pursuant to an Order entered by the Bankruptcy Court on
April 10, 1995, the Chapter 11 cases filed by E. Shoen, J. Shoen,
<PAGE>
Johnson, Dodds, and Carty (collectively, the "Debtors") are being
jointly administered by the Court as Case No. 95-1430-PHX-JMM
(the "Reorganization Cases").
1.10 On March 27, 1995, E. Shoen filed a notice of appeal
before the Arizona Court of Appeals regarding the Punitive Damage
Judgment.
1.11 The Debtors assert that they retain unexpired appeal
rights with regard to the Share Case Judgment.
1.12 The Debtors have filed plans of reorganization
(collectively, including all amendments, modifications, and
restatements, the "Plans") in their respective Reorganization
Cases. The Bankruptcy Court has set October 2, 1995 as the
deadline to file ballots voting on the Plans (the "Ballot
Deadline"), and has set November 6, 1995, as the date when
hearings will begin regarding confirmation of the Plans. AMERCO
has agreed, under certain conditions, to fund the Plans.
1.13 Mary Anna and Maran have entered into this Agreement,
and have agreed to settle their claim(s), to avoid the
uncertainty of litigation and to finally resolve the many years
of litigation between Mary Anna, Maran, the Director Defendants,
and AMERCO.
1.14 The Parties want to terminate all past, present, and
potential controversies between and among the Parties, including,
but not limited to, the issues raised in the Arizona Litigation
and the Arizona Litigation Judgments, and to fully and finally
compromise and settle the Arizona Litigation Judgments against
<PAGE>
the Debtors, and all other claims which Mary Anna, her spouse
TIMOTHY EATON ("Timothy"), and Maran (on the one hand) and the
Director Defendants and AMERCO (on the other hand) have or may
have against each other.
II. OPERATIVE PROVISIONS.
--------------------
2.1 The Parties hereby acknowledge the accuracy of the
foregoing "Recitals," which are incorporated into the "Operative
-------- ---------
Provisions" segment of this Agreement as though fully set forth
- ----------
herein and are made a part of the "Operative Provisions" for all
--------------------
purposes.
SATISFACTION OF THE ARIZONA JUDGMENTS
-------------------------------------
2.2 In consideration of the promises and the mutual
covenants set forth herein, the Parties stipulate and agree that
on approval of this Agreement by an Order of the Bankruptcy Court
in the Reorganization Cases:
(a) The Director Defendants, or their designee, will pay to
Mary Anna the sum of $41,352,083.20 in settlement and full
satisfaction of all claims of Mary Anna against the Debtors,
AMERCO, any subsidiary or affiliate of AMERCO, and any officers,
directors, employees, agents, representatives, attorneys and
accountants of any of the foregoing, including, but not limited
to the claims of Mary Anna arising out of the Arizona Litigation
Judgments, and any and all claims of Mary Anna for
nondischargeability or objections to discharges against the
Debtors (the "Settlement Amount").
<PAGE>
(b) Upon payment of the Settlement Amount and the Stock
Purchase Amount pursuant to the Stock Purchase Agreement, any and
all claims of Mary Anna and Maran against the Debtors, arising
from the Arizona Litigation Judgments or otherwise, will be
deemed fully satisfied, including but not limited to, any claims
which have been or may be asserted by Mary Anna or Maran
(collectively or individually) in the Reorganization Cases.
(c) The payments to be made pursuant to this Section 2.2
and the transfers to be effected will be made and transferred at
the Closing (as hereinafter defined).
2.3 By virtue of their receipt of the foregoing amounts,
and full satisfaction and settlement of their claims against the
Debtors, Mary Anna and Maran will not be deemed to have cast a
vote to accept or reject any of the Plans.
2.4 If this Agreement is not approved prior to the Ballot
Deadline, the Ballot Deadline will be deemed automatically
extended as to Mary Anna and Maran for a period of three (3)
business days after the entry of the Bankruptcy Court's Order
denying approval of this Agreement.
2.5 This Agreement does not impose a requirement on any of
the Parties as to how they must report the proceeds described in
this Agreement for federal and/or state income tax purposes.
2.6 Payment of the Settlement Amount to Mary Anna and the
Stock Purchase Amount to Maran and performance of the Parties
<PAGE>
under this Agreement is not contingent upon confirmation of any
of the Plans in the Reorganization Cases.
APPROVALS AND CLOSING
---------------------
2.7 Promptly upon execution of this Agreement, the Debtors
will execute and file with the Bankruptcy Court a Motion to
Approve Stock Purchase Agreement and Settlement Agreement, along
with a proposed Order Granting Motion for Approval of Stock
Purchase Agreement and Settlement Agreement, and Mary Anna and
Maran will separately support said motion and cooperate in any
Court appearances or further filings, notices or other actions
necessary to obtain the approval of this Agreement by the
Bankruptcy Court.
2.8 The Parties will effectuate the transfers described in
Section 2.2 above pursuant to a "Closing" which will occur on the
first business day that is fourteen (14) calendar days after
approval of this Agreement by the Bankruptcy Court, unless that
date is voluntarily extended, in writing, by the mutual agreement
of the Parties (the "Closing Date"); provided, however, subject
to Sections 2.10 and 2.12 below, that in no event will the
Closing Date occur later than November 6, 1995, unless the
Parties mutually agree, in writing, upon a later date.
Hereinafter all references to "Closing Date" will include any
mutually agreed extensions for Closing beyond November 6, 1995.
2.9 Closing of the transaction contemplated by this
Agreement will occur at the offices of Streich Lang, P.A., in Las Vegas,
<PAGE>
Nevada, unless otherwise mutually agreed by the Parties, and the
following will occur at the Closing:
(a) Maran, or its duly authorized representative, will
deliver the Maran Shares duly endorsed. In the event that Maran
cannot deliver stock certificates for all of the Maran Shares,
Maran, or its duly authorized representative, will provide a duly
executed affidavit of lost stock certificate, in the form
attached hereto as Exhibit "A" and by this reference incorporated
herein, at the Closing.
(b) The Director Defendants, or their designee, will pay
the Settlement Amount to Mary Anna and the Stock Purchase Amount
(pursuant to the Stock Purchase Agreement) to Maran in cash or
immediately available funds, pursuant to the respective
instructions of Mary Anna and Maran, said instructions to be
given three (3) days prior to the Closing Date.
(c) The Releases (defined below) will become fully
operative and effective without further action of the Parties and
will be exchanged.
SPECIFIC PERFORMANCE
--------------------
2.10 In the event that Mary Anna and Maran (or either of
them) fail or refuse to perform their obligations pursuant to
this Agreement, AMERCO and the Debtors will be entitled to
specific performance of this Agreement, pursuant to the terms of
Section 2.12 below, if each of the following has occurred:
<PAGE>
(a) the Parties have approved the final settlement
documents, including this Agreement;
(b) the Bankruptcy Court has approved this Agreement;
and
(c) the Director Defendants, or their designee, have
deposited the Settlement Amount and the Stock Purchase Amount
into an escrow account to be established for that purpose at at
a bank, title company, or escrow company independent of the
Director Defendants or their affiliates (the "Escrow Agent") for
delivery to Mary Anna and Maran on or before the Closing Date.
2.11 In the event that any of the foregoing conditions is
not satisfied, this Agreement and the underlying settlement will
be null and void and the Parties will not be prejudiced by virtue
of having entered into this Agreement.
2.12 If all of the conditions set forth in Section 2.10
above are met, AMERCO and the Debtors will be entitled to obtain
an order from the Bankruptcy Court granting specific performance
(the "Specific Performance Order") as follows:
(a) An authorized officer of AMERCO and each of the
Debtors will file a sworn affidavit (the "Non-Performance
Affidavits") with the Bankruptcy Court, setting forth: (i)
that the Bankruptcy Court approved this Agreement prior to the
Closing Date; (ii) that the Director Defendants, or their
designee, deposited the Settlement Amount and the Stock
<PAGE>
Purchase Amount with the Escrow Agent on or before the Closing
Date; (iii) that the Closing was to occur on a specified date;
and (iv) that Mary Anna and Maran have refused to appear
(either personally or through an authorized representative)
at the Closing and perform. A Motion for entry of the Specific
Performance Order will accompany the Nonperformance Affidavits.
(b) AMERCO and the Debtors will promptly serve notice of
the Motion and copies of the Non-Performance Affidavit(s) upon
Mary Anna and Maran and their counsel.
(c) Mary Anna and Maran will not be entitled to file a
Response to the Motion unless the Response is accompanied by a
sworn affidavit alleging that the Non-Performance Affidavit(s)
contain(s) false statements (collectively, the "Controverting
Response"). The affidavit(s) also must specify the allegedly
false statements and must state what the affiant claims to be the
true facts.
(d) AMERCO and the Debtors will be entitled to entry of
the Specific Performance Order without a hearing on the Motion
unless a Controverting Response has been filed, in which event
AMERCO and the Debtors will have the right to an expedited
hearing on the Motion.
(e) The Bankruptcy Court will retain jurisdiction over this
Agreement and the underlying settlement to enter the Specific
Performance Order.
<PAGE>
(f) The Parties agree that the Bankruptcy Court
administering the Reorganization Cases has in personam
jurisdiction over Mary Anna and Maran.
(g) Upon receipt of a certified copy of the Specific
Performance Order, the Escrow Agent will release the Settlement
Amount and the Stock Purchase Amount to Mary Anna and Maran,
respectively, or, alternatively, act solely in reliance on their
instructions as to the disposition of said funds.
(h) The Specific Performance Order will specifically
authorize and direct AMERCO or its stock transfer agent to
transfer the Maran Shares on the books of AMERCO.
(i) Upon entry of the Specific Performance Order, the
Releases (defined below) will be immediately effective.
RELEASES
--------
2.13 Contemporaneously with the execution of this Agreement,
the Parties and Timothy have executed the respective "Releases,"
--------
in the forms attached hereto as Exhibits "B" and "C" and by this
reference incorporated herein (the "Releases"), which will become
effective on the earlier to occur of the Closing Date or entry of
the Specific Performance Order. Should neither of the foregoing
events occur, the Releases will be null and void.
2.14 Mary Anna represents and warrants on behalf of herself
and on behalf of Maran that, notwithstanding that she is a
married woman, her interest in the Share Case Judgment, the
Punitive Damage Judgment, and any claims against the Debtors and
<PAGE>
AMERCO which are being released pursuant to this Agreement are
her sole and separate property and sole and separate claims; and
that her spouse, Timothy, has no interest in or claim to the
Share Case Judgment, the Punitive Damage Judgment, any claims
against the Debtors and AMERCO which are being released pursuant
to this Agreement, the Settlement Amount, or the Stock Purchase
Amount. Notwithstanding the foregoing, Timothy has executed, and
has joined with Mary Anna and Maran in executing, the Release in
favor of AMERCO and the Debtors in exchange for, and in
consideration of, AMERCO's and the Debtors' inclusion of Timothy
in the Release which AMERCO and the Debtors have executed in
favor of Mary Anna, Timothy, and Maran.
2.15 Mary Anna, Timothy, and Maran, on behalf of themselves,
and as to their claims only on behalf of any officers, directors,
employees, agents, representatives, attorneys and accountants of
any of them, will release the Debtors, AMERCO, any subsidiary or
affiliate of AMERCO, and any officers, directors, employees,
agents, representatives, attorneys and accountants of any of the
foregoing, pursuant to the "Release" attached hereto as Exhibit
-------
"B" contemporaneously with the execution of this Agreement, and
subject to Sections 2.13 and 2.14 above.
2.16 AMERCO and the Debtors, on behalf of themselves and any
officers, directors, employees, agents, representatives, attorneys
and accountants of any of them, will release Mary Anna, Timothy,
and Maran and any officers, directors, employees, agents,
<PAGE>
representatives, attorneys and accountants of any of them, pursuant
to the "Release" attached hereto as Exhibit "C" contemporaneously
-------
with the execution of this Agreement, and subject to Sections 2.13
and 2.14 above.
GENERAL PROVISIONS
------------------
2.17 The Parties hereby agree to do such acts, and to
execute such documents, as may be necessary or appropriate to
implement and accomplish the purposes of this Agreement and the
intent of the Parties.
2.18 This Agreement, and the Bankruptcy Court Order
approving this Agreement, will survive any dismissal of the
Reorganization Cases, and will be fully effective and
enforceable.
2.19 The Parties agree that the laws of the State of Arizona,
and the provisions of the United States Bankruptcy Code, 11 U.S.C.
Section Section 101 et seq., will govern and control this Agreement,
-------
including, but not limited to, any documents executed pursuant to
this Agreement.
2.20 No provision of this Agreement may be waived, modified,
or altered, except by a writing executed by all of the Parties hereto.
2.21 Time and strict performance are of the essence of this
Agreement.
2.22 This Agreement (including, but not limited to, all
exhibits and release provisions) will inure to the benefit of,
<PAGE>
and will be binding on, all of the Parties and their respective
heirs, assigns, representatives, and successors in interest of any kind.
2.23 The language of this Agreement has been freely and
voluntarily negotiated between the Parties, each of whom has been
advised and is represented by competent and effective counsel.
The Parties have been fully advised of the legal effect of this
Agreement and have read this Agreement in its entirety or have
had it read to them. By executing this Agreement, the Parties
represent and warrant to each other that each of them understands
the contents of this Agreement. This Agreement is intended to be
enforceable according to its written terms, and there are no
promises, oral agreements, or expectations of the Parties to the
contrary.
2.24 The Parties agree that this Agreement may be executed
in multiple counterparts, each of which will be deemed an
original document, and when all of the Parties hereto have
executed one or more counterparts, all such counterparts, taken
together, will constitute a single agreement.
DATED this 19th day of September, 1995.
AMERCO, a Nevada corporation
By /S/ Gary Klinefelter
____________________
Its Secretary & General Counsel
____________________________
EDWARD J. SHOEN
/S/ Edward J. Shoen
___________________
<PAGE>
JAMES P. SHOEN
/S/ James P. Shoen
__________________
AUBREY K. JOHNSON
/S/ Aubrey K. Johnson
_____________________
JOHN M. DODDS
/S/ John M. Dodds
__________________
WILLIAM E. CARTY
/S/ William E. Carty
____________________
MARAN, INC.
By /S/ Mary Anna Shoen Eaton
_________________________
Its President
____________________
MARY ANNA SHOEN EATON
/S/ Mary Anna Shoen Eaton
<PAGE>
EXHIBIT "A"
-----------
AFFIDAVIT FORM (LOST STOCK CERTIFICATE)
---------------------------------------
<PAGE>
AFFIDAVIT
---------
I, MARY ANNA SHOEN EATON, PRESIDENT OF MARAN, INC., do
hereby certify that Maran, Inc.'s share certificate:
Certificate No. Company Name Number Shares
--------------- ------------ -------------
5110 AMERCO, a Nevada Corp. 3,343,076
has been lost or misplaced and after diligent search cannot be
found.
I hereby make this statement of lost certificate under
oath in order to induce the Company to transfer Maran, Inc.'s
stock ownership in AMERCO pursuant to the Stock Purchase
Agreement dated September 19, 1995. Maran, Inc. hereby agrees to
hold harmless and indemnify the Company for any loss occasioned
by the reappearance of such certificate.
MARAN, INC.
DATED: ______________ By:_____________________
Mary Anna Shoen Eaton,
President
STATE OF ________________
COUNTY OF ________________
I, Mary Anna Shoen Eaton, President of Maran, Inc.,
being first duly sworn, depose and declare the foregoing to be a
complete and correct statement to the best of my knowledge,
information and belief.
_____________________
Mary Anna Shoen Eaton
Subscribed and sworn to before me this ____ day of
________________, 1995.
_____________
Notary Public
(Notarial Seal)
<PAGE>
EXHIBIT "B"
-----------
RELEASE EXECUTED BY MARY ANNA,
------------------------------
TIMOTHY, AND MARAN
------------------
<PAGE>
INCORPORATED BY REFERENCE
TO EXHIBIT 10.5
FILED WITH THE COMPANY'S
QUARTERLY REPORT OF FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995,
FILE NO. 0-7862.
<PAGE>
EXHIBIT "C"
-----------
RELEASE EXECUTED BY AMERCO AND THE DEBTORS
------------------------------------------
<PAGE>
INCORPORATED BY REFERENCE
TO EXHIBIT 10.6
FILED WITH THE COMPANY'S
QUARTERLY REPORT OF FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995,
FILE NO. 0-7862.
<PAGE>
FULL AND FINAL RELEASE OF ALL CLAIMS
------------------------------------
(Mary Anna, Timothy, and Maran to AMERCO and the Debtors)
_________________________________________________________
This Release is made pursuant to that certain
Settlement Agreement dated September 19, 1995 (the "Agreement"),
executed by and among: (i) MARY ANNA SHOEN EATON, a married
woman in her sole and separate right ("Mary Anna"); (ii) MARAN,
INC. ("Maran"); (iii) EDWARD J. SHOEN ("E. Shoen"); (iv) JAMES P.
SHOEN ("J. Shoen"); (v) AUBREY K. JOHNSON ("Johnson"); (vi) JOHN
M. DODDS ("Dodds"); (vii) WILLIAM E. CARTY ("Carty"); and (viii)
AMERCO, a Nevada corporation ("AMERCO"). Mary Anna's spouse,
TIMOTHY EATON ("Timothy"), also has executed this Release, and
joins with Mary Anna and Maran in executing this Release,
pursuant to, and in consideration for, the Release dated
September 19, 1995 which has been executed by AMERCO and the
Debtors in favor of Mary Anna, Timothy, and Maran. Terms used
herein with their initial letters capitalized that are defined in
the Agreement will have the meaning given them in the Agreement
unless otherwise defined herein.
In consideration of the mutual promises set forth in
the Agreement and for other good and valuable consideration
(including the mutual Release described above), the receipt and
adequacy of which are hereby acknowledged, Mary Anna, Timothy,
and Maran, and each of them, voluntarily, knowingly, and
unconditionally, with specific and express intent, and on behalf
of themselves and as to their claims only on behalf of any
officers, directors, employees, agents, representatives,
accountants, attorneys, affiliates, partners, heirs,
predecessors, successors and assigns of any of them
(collectively, the "Releasing Parties"), hereby fully release,
acquit, and forever discharge AMERCO, E. Shoen, J. Shoen,
Johnson, Dodds, and Carty, and any officers, directors,
employees, subsidiaries, agents, representatives, accountants,
attorneys, affiliates, partners, heirs, predecessors, successors,
assigns, and insurers of any of them, and any other party who may
be responsible or liable for the acts or omissions of AMERCO or
the Debtors (collectively, the "Released Parties"), of and from
any and all actions, causes of action, suits, defenses, debts,
disputes, damages, claims, obligations, liabilities, costs,
expenses and demands of any kind or character whatsoever, at law
or in equity, in contract or in tort, whether matured or
unmatured, liquidated or unliquidated, vested or contingent,
choate or inchoate, known or unknown, suspected or unsuspected
(collectively, "Claims") that the Releasing Parties (or any of
them) had, now have, or hereafter can, will, or may have (to the
extent such future Claims arise in whole or in part out of acts
or omissions prior to the date of the execution of this Release)
against the Released Parties or any of them for, upon, or by
reason of any matter, cause, or thing whatsoever directly or
indirectly arising in connection with or related to: (i) the
Agreement; (ii) the Stock Purchase Agreement executed
contemporaneously with but separately from the Agreement; (iii)
the Share Case Judgment; (iv) the interest of the Releasing
<PAGE>
Parties in the Punitive Damage Judgment; (v) the Reorganization
Cases; or (vi) any other relationship between the Releasing
Parties and the Released Parties.
Notwithstanding any other provision hereof, this
Release will not release the Released Parties from any liability
in conjunction with or resulting from any breach or violation of
the Agreement or the Stock Purchase Agreement.
Each Released Party who is not a party to the Agreement
is nevertheless an express and intended third-party beneficiary
of both the Agreement and this Release.
Mary Anna, Timothy, and Maran, and each of them, hereby
agree that they will not assert, and that they are estopped from
asserting, against the Released Parties, or any of them, any
Claim that any of them has released in this Release. In
addition, Mary Anna, Timothy, and Maran, and each of them, hereby
agree that they will not commence, join in, prosecute or
participate in any suit or other proceeding in a position that is
adverse to any of the Released Parties arising directly or
indirectly from any Claim that they have released in this
Release.
No waiver or amendment of this Release, or the
promises, obligations, or conditions herein, will be valid unless
set forth in writing and signed by the party against whom such
waiver or amendment is to be enforced, and no evidence of any
waiver or amendment of this Release will be offered or received
in evidence in any proceeding, arbitration or litigation between
the Releasing Parties (or any of them) and the Released Parties
(or any of them) arising out of or affecting this Release unless
such waiver or amendment is in writing and signed as stated
above.
Mary Anna, Timothy, and Maran hereby represent and
warrant that none of them has assigned, pledged, or transferred
in any manner to any person or entity any Claim that is the
subject of this Release. Mary Anna, Timothy, and Maran will
indemnify the Released Parties, and each of them, from and
against all Claims that are the subject of this Release that are
asserted by any person or entity by or through any Releasing
Party or as a result of any assignment, pledge, or transfer that
caused the foregoing representation to be false.
Mary Anna, Timothy, and Maran hereby agree, represent
and warrant that each has had advice of counsel of their own
choosing in negotiations for and the preparation of this Release,
that each has read this Release or has had the same read to them
by their respective counsel, that each has had this Release and
the Agreement fully explained by such counsel, that each is fully
aware of their contents and legal effect, and that each of the
Releasing Parties, therefore, gives this Release voluntarily and
with full awareness of the full effect of the Release.
<PAGE>
This Release will be binding upon the heirs, successors
and assigns of Mary Anna, Timothy, and Maran, and will inure to
the benefit of the heirs, successors and assigns of AMERCO, E.
Shoen, J. Shoen, Johnson, Dodds, and Carty.
This Release will automatically become effective,
without further act of the Releasing Parties or the Released
Parties, upon the earlier to occur of the Closing Date or the
entry of the Specific Performance Order.
This Release will be governed by and construed in
accordance with the laws of the State of Arizona. By executing
this Release, the undersigned consent to the transaction
evidenced hereby.
The provisions of this Release will be specifically
enforceable.
DATED this 19th day of September, 1995.
MARAN, INC.
By /S/ Mary Anna Shoen Eaton
____________________________
Its President
______________________
MARY ANNA SHOEN EATON, a married woman
in her sole and separate right
/S/ Mary Anna Shoen Eaton
______________________________
TIMOTHY EATON, a married man and
spouse of Mary Anna Shoen Eaton
/S/ Timothy Eaton
______________________________
<PAGE>
FULL AND FINAL RELEASE OF ALL CLAIMS
------------------------------------
(AMERCO and the Debtors to Mary Anna, Timothy, and Maran)
---------------------------------------------------------
This Release is made pursuant to that certain
Settlement Agreement dated September 19, 1995 (the "Agreement"),
executed by and among: (i) MARY ANNA SHOEN EATON, a married
woman in her sole and separate right ("Mary Anna"); (ii) MARAN,
INC. ("Maran"); (iii) EDWARD J. SHOEN ("E. Shoen"); (iv) JAMES P.
SHOEN ("J. Shoen"); (v) AUBREY K. JOHNSON ("Johnson"); (vi) JOHN
M. DODDS ("Dodds"); (vii) WILLIAM E. CARTY ("Carty"); and (viii)
AMERCO, a Nevada corporation ("AMERCO"). This Release also is
executed pursuant to, and in consideration for, the Release dated
September 19, 1995 which has been executed by Mary Anna, her
spouse TIMOTHY EATON ("Timothy"), and Maran in favor of AMERCO
and the Debtors. Terms used herein with their initial letters
capitalized that are defined in the Agreement will have the
meaning given them in the Agreement unless otherwise defined
herein.
In consideration of the mutual promises set forth in
the Agreement and for other good and valuable consideration
(including the mutual Release described above), the receipt and
adequacy of which are hereby acknowledged, AMERCO, E. Shoen, J.
Shoen, Johnson, Dodds, and Carty, and each of them, voluntarily,
knowingly, and unconditionally, with specific and express intent,
and on behalf of themselves and any officers, directors,
employees, agents, representatives, accountants, attorneys,
affiliates, partners, heirs, predecessors, successors and assigns
of any of them (collectively, the "Releasing Parties"), hereby
fully release, acquit, and forever discharge Mary Anna, Timothy,
and Maran, and each of them and any officers, directors,
employees, agents, representatives, accountants, attorneys,
affiliates, partners, heirs, predecessors, successors, assigns,
and insurers of either of them, and any other party who may be
responsible or liable for the acts or omissions of Mary Anna,
Timothy, or Maran (collectively, the "Released Parties"), of and
from any and all actions, causes of action, suits, defenses,
debts, disputes, damages, claims, obligations, liabilities,
costs, expenses and demands of any kind or character whatsoever,
at law or in equity, in contract or in tort, whether matured or
unmatured, liquidated or unliquidated, vested or contingent,
choate or inchoate, known or unknown, suspected or unsuspected
(collectively, "Claims") that the Releasing Parties (or any of
them) had, now have, or hereafter can, will, or may have against
the Released Parties or any of them for, upon, or by reason of
any matter, cause, or thing whatsoever directly or indirectly
arising in connection with or related to: (i) the Agreement,
including, but not limited to, the manner in which the Released
Parties handle and report for income tax purposes the Settlement
Amount and the Stock Purchase Amount; (ii) the Stock Purchase
Agreement executed contemporaneously with but separately from the
<PAGE>
Agreement; (iii) the Share Case Judgment; (iv) the Punitive
Damage Judgment; (v) the Reorganization Cases; or (vi) any other
relationship between the Releasing Parties and the Released
Parties.
Notwithstanding any other provision hereof, this
Release will not release the Released Parties from any liability
in conjunction with or resulting from any breach or violation of
the Agreement or the Stock Purchase Agreement.
Each Released Party who is not a party to the Agreement
is nevertheless an express and intended third-party beneficiary
of both the Agreement and this Release.
AMERCO, E. Shoen, J. Shoen, Johnson, Dodds, and Carty,
and each of them, hereby agree that they will not assert, and
that they are estopped from asserting, against the Released
Parties, or any of them, any Claim that they have released in
this Release. In addition, AMERCO, E. Shoen, J. Shoen, Johnson,
Dodds, and Carty, and each of them, hereby agree that they will
not commence, join in, prosecute or participate in any suit or
other proceeding in a position that is adverse to any of the
Released Parties arising directly or indirectly from any Claim
that they have released in this Release, with the exception of
obtaining a Specific Performance Order as provided for in the
Agreement.
No waiver or amendment of this Release, or the
promises, obligations or conditions herein, will be valid unless
set forth in writing and signed by the party against whom such
waiver or amendment is to be enforced, and no evidence of any
waiver or amendment of this Release will be offered or received
in evidence in any proceeding, arbitration, or litigation between
the Releasing Parties (or any of them) and the Released Parties
(or any of them) arising out of or affecting this Release unless
such waiver or amendment is in writing and signed as stated
above.
AMERCO, E. Shoen, J. Shoen, Johnson, Dodds, and Carty,
and each of them, hereby represent and warrant that they have not
assigned, pledged, or transferred in any manner to any person or
entity any Claim that is the subject of this Release. AMERCO, E.
Shoen, J. Shoen, Johnson, Dodds, and Carty, and each of them,
will indemnify the Released Parties, and each of them, from and
against all Claims that are the subject of this Release that are
asserted by any person or entity by or through any Releasing
Party or as a result of any assignment, pledge, or transfer that
caused the foregoing representation to be false.
<PAGE>
AMERCO, E. Shoen, J. Shoen, Johnson, Dodds, and Carty
hereby agree, represent and warrant that each has had advice of
counsel of their own choosing in negotiations for and the
preparation of this Release, that each has read this Release or
has had the same read to them by their respective counsel, that
each has had this Release and the Agreement fully explained by
such counsel, that each is fully aware of their contents and
legal effect, and that each of the Releasing Parties, therefore,
gives this Release voluntarily and with full awareness of the
full effect of the Release.
This Release will be binding upon the heirs, successors
and assigns of the Releasing Parties, and will inure to the
benefit of the heirs, successors and assigns of Mary Anna,
Timothy, and Maran.
This Release will automatically become effective,
without further act of the Releasing Parties or the Released
Parties, upon the earlier to occur of the Closing Date or the
entry of a Specific Performance Order.
This Release will be governed by and construed in
accordance with the laws of the State of Arizona. By executing
this Release, the undersigned consent to the transaction
evidenced hereby.
The provisions of this Release will be specifically
enforceable.
DATED this 19th day of September, 1995.
AMERCO,
a Nevada corporation
By /S/ Gary Klinefelter
----------------------
Its Secretary & General Counsel
----------------------------
EDWARD J. SHOEN
/S/ Edward J. Shoen
-------------------
<PAGE>
JAMES P. SHOEN
/S/ James P. Shoen
-------------------
AUBREY K. JOHNSON
/S/ Aubrey K. Johnson
----------------------
JOHN M. DODDS
/S/ John M. Dodds
-----------------
WILLIAM E. CARTY
/S/ William E. Carty
____________________
<PAGE>
STOCK PURCHASE AGREEMENT AND EXHIBITS
-------------------------------------
(TENDERED FOR SIGNATURES)
-------------------------
<PAGE>
STOCK PURCHASE AGREEMENT
------------------------
This Stock Purchase Agreement (the "Agreement") is made this
19th day of September, 1995, by and among: (i) MARY ANNA SHOEN EATON,
a married woman in her sole and separate right ("Mary Anna");
(ii) MARAN, INC. ("Maran"); (iii) EDWARD J. SHOEN ("E. Shoen");
(iv) JAMES P. SHOEN ("J. Shoen"); (v) AUBREY K. JOHNSON ("Johnson");
(vi) JOHN M. DODDS ("Dodds"); and (vii) WILLIAM E. CARTY ("Carty")
(collectively, the "Parties").
I. RECITALS.
--------
1.1 On August 2, 1988, Mary Anna and Maran, among others
(Mary Anna, Maran and the other plaintiffs will be referred to
collectively as the "Share Case Plaintiffs"), instituted an
action in the Superior Court of the State of Arizona in and for
Maricopa County (Case No. CV 88-20139) (the "Superior Court")
against E. Shoen, J. Shoen, Johnson, Dodds, and Carty (the
"Director Defendants"), and against Paul F. Shoen ("P. Shoen"),
all of whom were directors of AMERCO, a Nevada corporation
("AMERCO"), at the time (the "Arizona Litigation").
1.2 After a jury verdict, post-trial motions, and the entry
of remittiturs which the Share Case Plaintiffs accepted, the
-----------
Superior Court entered two (2) separate judgments in the Arizona
Litigation. A judgment for punitive damages against E. Shoen was
entered in the amount of $7,000,000.00 (the "Punitive Damage
Judgment"). A judgment against the Director Defendants and P.
Shoen was entered in the amount of $461,838,000.00 (the "Share
Case Judgment"). The Punitive Damage Judgment and the Share Case
<PAGE>
Judgment will be collectively referred to hereinafter as the
"Arizona Litigation Judgments."
1.3 Maran owns 3,343,076 shares of the common stock of
AMERCO (the "Maran Shares"). Mary Anna does not own any shares
of the common stock of AMERCO.
1.4 On February 21, 1995, E. Shoen filed a voluntary
Chapter 11 reorganization case in the United States Bankruptcy
Court for the District of Arizona (the "Court" or "Bankruptcy
Court"), which was assigned Case No. 95-1430-PHX-JMM.
1.5 On February 21, 1995, J. Shoen filed a voluntary
Chapter 11 reorganization case in the United States Bankruptcy
Court for the District of Arizona, which was assigned Case
No. 95-1431-PHX-JMM.
1.6 On February 21, 1995, Johnson filed a voluntary Chapter
11 reorganization case in the United States Bankruptcy Court for
the District of Arizona, which was assigned Case
No. 95-1432-PHX-CGC.
1.7 On February 21, 1995, Dodds filed a voluntary Chapter
11 reorganization case in the United States Bankruptcy Court for
the District of Arizona, which was assigned Case
No. 95-1433-PHX-RGM.
1.8 On February 21, 1995, Carty filed a voluntary Chapter
11 reorganization case in the United States Bankruptcy Court for
the District of Arizona, which was assigned Case
No. 95-1434-PHX-GBN.
1.9 Pursuant to an Order entered by the Bankruptcy Court on
April 10, 1995, the Chapter 11 cases filed by E. Shoen, J. Shoen,
<PAGE>
Johnson, Dodds, and Carty (collectively, the "Debtors") are being
jointly administered by the Court as Case No. 95-1430-PHX-JMM
(the "Reorganization Cases").
1.10 On March 27, 1995, E. Shoen filed a notice of appeal
before the Arizona Court of Appeals regarding the Punitive Damage Judgment.
1.11 The Debtors assert that they retain unexpired appeal
rights with regard to the Share Case Judgment.
1.12 The Debtors have filed plans of reorganization
(collectively, including all amendments, modifications, and
restatements, the "Plans") in their respective Reorganization
Cases. The Bankruptcy Court has set October 2, 1995 as the
deadline to file ballots voting on the Plans (the "Ballot Deadline"),
and has set November 6, 1995 as the date when hearings will begin
regarding confirmation of the Plans.
1.13 Mary Anna and Maran have entered into this Agreement,
and have agreed to settle their claim(s), to avoid the
uncertainty of litigation and to finally resolve the many years
of litigation between Mary Anna, Maran, and the Director
Defendants.
1.14 The Parties want to terminate all past, present, and
potential controversies between and among the Parties, including,
but not limited to, the issues raised in the Arizona Litigation
and the Arizona Litigation Judgments, and to fully and finally
compromise and settle the Arizona Litigation Judgments against
the Debtors, and all other claims which Mary Anna, her spouse
<PAGE>
TIMOTHY EATON ("Timothy"), and Maran (on the one hand) and the
Director Defendants (on the other hand) have or may have against
each other.
II. OPERATIVE PROVISIONS.
--------------------
2.1 The Parties hereby acknowledge the accuracy of the
foregoing "Recitals," which are incorporated into the "Operative
-------- ---------
Provisions" segment of this Agreement as though fully set forth
- ----------
herein and are made a part of the "Operative Provisions" for all
--------------------
purposes.
SATISFACTION OF THE ARIZONA JUDGMENTS
-------------------------------------
2.2 In consideration of the promises and the mutual
covenants set forth herein, the Parties stipulate and agree that
on approval of this Agreement by an Order of the Bankruptcy Court
in the Reorganization Cases:
(a) The Director Defendants, or their designee, will pay to
Maran the sum of $22,732,916.80 (the "Stock Purchase Amount") for
the purchase of 3,343,076 AMERCO shares, which shares constitute
the total amount of AMERCO common stock owned by Maran and are
identified herein as the Maran Shares.
(b) Upon payment of the Stock Purchase Amount, Maran will
surrender the Maran Shares and will authorize and direct AMERCO
or its stock transfer agent to transfer record ownership of the
Maran Shares on its books.
(c) Upon payment of the Settlement Amount pursuant to the
Settlement Agreement and the Stock Purchase Amount, any and all
claims of Mary Anna and Maran against the Debtors, arising from
<PAGE>
the Arizona Litigation Judgments or otherwise, will be deemed
fully satisfied, including but not limited to, any claims which
have been or may be asserted by Mary Anna or Maran (collectively
or individually) in the Reorganization Cases.
(d) The payments to be made pursuant to this Section 2.2
and the transfers to be effected will be made and transferred at
the Closing (as hereinafter defined).
2.3 By virtue of their receipt of the foregoing amounts,
and full satisfaction and settlement of their claims against the
Debtors, Mary Anna and Maran will not be deemed to have cast a
vote to accept or reject any of the Plans.
2.4 If this Agreement is not approved prior to the Ballot
Deadline, the Ballot Deadline will be deemed automatically
extended as to Mary Anna and Maran for a period of three (3)
business days after the entry of the Bankruptcy Court's Order
denying approval of this Agreement.
2.5 This Agreement does not impose a requirement on any of
the Parties as to how they must report the proceeds described in
this Agreement for federal and/or state income tax purposes.
2.6 Payment of the Settlement Amount to Mary Anna and the
Stock Purchase Amount to Maran and performance of the Parties
under this Agreement is not contingent upon confirmation of any
of the Plans in the Reorganization Cases.
<PAGE>
APPROVALS AND CLOSING
---------------------
2.7 Promptly upon execution of this Agreement, the Debtors
will execute and file with the Bankruptcy Court a Motion to
Approve Stock Purchase Agreement and Settlement Agreement, along
with a proposed Order Granting Motion for Approval of Stock
Purchase Agreement and Settlement Agreement, and Mary Anna and
Maran will separately support said motion and cooperate in any
Court appearances or further filings, notices or other actions
necessary to obtain the approval of this Agreement by the
Bankruptcy Court.
2.8 The Parties will effectuate the transfers described
in Section 2.2 above pursuant to a "Closing" which will occur on the
first business day that is fourteen (14) calendar days after
approval of this Agreement by the Bankruptcy Court, unless that
date is voluntarily extended, in writing, by the mutual
agreement, of the Parties (the "Closing Date"); provided,
however, subject to Sections 2.10 and 2.12 below, that in no
event will the Closing Date occur later than November 6, 1995,
unless the Parties mutually agree, in writing, upon a later date.
Hereinafter all references to "Closing Date" will include any
mutually agreed extensions for Closing beyond November 6, 1995.
2.9 Closing of the transaction contemplated by this
Agreement will occur at the offices of Streich Lang, P.A., in Las
Vegas, Nevada, unless otherwise mutually agreed by the Parties,
and the following will occur at the Closing:
<PAGE>
(a) Maran, or its duly authorized representative, will
deliver the Maran Shares duly endorsed. In the event that Maran
cannot deliver stock certificates for all of the Maran Shares,
Maran, or its duly authorized representative, will provide a duly
executed affidavit of lost stock certificate, in the form
attached hereto as Exhibit "A" and by this reference incorporated
herein, at the Closing.
(b) The Director Defendants, or their designee, will pay
the Settlement Amount (pursuant to the Settlement Agreement) to
Mary Anna and the Stock Purchase Amount to Maran in cash or
immediately available funds, pursuant to the respective
instructions of Mary Anna and Maran, said instructions to be
given three (3) days prior to the Closing Date.
(c) The Releases (defined herein) will become fully
operative and effective without further action of the Parties and
will be exchanged.
SPECIFIC PERFORMANCE
--------------------
2.10 In the event that Mary Anna and Maran (or either of
them) fail or refuse to perform their obligations pursuant to
this Agreement, the Director Defendants will be entitled to
specific performance of this Agreement, pursuant to the terms of
Section 2.12 below, if each of the following has occurred:
(a) the Parties have approved the final settlement
documents, including this Agreement;
<PAGE>
(b) the Bankruptcy Court has approved this Agreement; and
(c) the Director Defendants, or their designee, have
deposited the Settlement Amount and the Stock Purchase Amount
into an escrow account to be established for that purpose at a
bank, title company, or escrow company which is independent of
the Director Defendants or their affiliates (the "Escrow Agent")
for delivery to Mary Anna and Maran on or before the Closing
Date.
2.11 In the event that any of the foregoing conditions is
not satisfied, this Agreement and the underlying settlement will
be null and void and the Parties will not be prejudiced by virtue
of having entered into this Agreement.
2.12 If all of the conditions set forth in Section 2.10
above are met, the Director Defendants will be entitled to obtain
an order from the Bankruptcy Court granting specific performance
(the "Specific Performance Order") as follows:
(a) Each of the Debtors will file a sworn affidavit (the
"Non-Performance Affidavits") with the Bankruptcy Court, setting
forth: (i) that the Bankruptcy Court approved this Agreement
prior to the Closing Date; (ii) that the Director Defendants, or
their designee, deposited the Settlement Amount and the Stock
Purchase Amount with the Escrow Agent on or before the Closing
Date; (iii) that the Closing was to occur on a specified date;
and (iv) that Mary Anna and Maran have refused to appear (either
<PAGE>
personally or through an authorized representative) at the
Closing and perform. A Motion for entry of the Specific
Performance Order will accompany the Nonperformance Affidavits.
(b) The Director Defendants will promptly serve notice of
the Motion and copies of the Non-Performance Affidavit(s) upon
Mary Anna and Maran and their counsel.
(c) Mary Anna and Maran will not be entitled to file a
Response to the Motion unless the Response is accompanied by a
sworn affidavit alleging that the Non-Performance Affidavit(s)
contain(s) false statements (collectively, the "Controverting
Response"). The affidavit(s) also must specify the allegedly
false statements and must state what the affiant claims to be the
true facts.
(d) The Director Defendants will be entitled to entry of
the Specific Performance Order without a hearing on the Motion
unless a Controverting Response has been filed, in which event
the Director Defendants will have the right to an expedited
hearing on the Motion.
(e) The Bankruptcy Court will retain jurisdiction over this
Agreement and the underlying settlement to enter the Specific
Performance Order.
(f) The Parties agree that the Bankruptcy Court
administering the Reorganization Cases has in personam
-----------
jurisdiction over Mary Anna and Maran.
<PAGE>
(g) Upon receipt of a certified copy of the Specific
Performance Order, the Escrow Agent will release the Settlement
Amount and the Stock Purchase Amount to Mary Anna and Maran,
respectively, or, alternatively, act solely in reliance on their
instructions as to the disposition of said funds.
(h) The Specific Performance Order will specifically
authorize and direct AMERCO or its stock transfer agent to
transfer the Maran Shares on the books of AMERCO.
(i) Upon entry of the Specific Performance Order, the
Releases (defined below) will be immediately effective.
RELEASES
--------
2.13 Contemporaneously with the execution of this Agreement,
the Parties and Timothy have executed the respective "Releases,"
--------
in the forms attached hereto as Exhibits "B" and "C" and by this
reference incorporated herein (the "Releases"), which will become
effective on the earlier to occur of the Closing Date or entry of
the Specific Performance Order. Should neither of the foregoing
events occur, the Releases will be null and void.
2.14 Mary Anna represents and warrants on behalf of herself
and on behalf of Maran that, notwithstanding that she is a
married woman, her interest in the Share Case Judgment, the
Punitive Damage Judgment, the Maran Shares, and any claims
against the Debtors and AMERCO which are being released pursuant
to this Agreement are her sole and separate property and sole and
separate claims; and that her spouse, Timothy, has no interest in
<PAGE>
or claim to the Share Case Judgment, the Punitive Damage
Judgment, the Maran Shares, any claims against the Debtors and
AMERCO which are being released pursuant to this Agreement, the
Settlement Amount, or the Stock Purchase Amount. Notwithstanding
the foregoing, Timothy has executed, and has joined with Mary
Anna and Maran in executing, the Release in favor of AMERCO and
the Debtors in exchange for, and in consideration of, AMERCO's
and the Debtors' inclusion of Timothy in the Release which AMERCO
and the Debtors are executing in favor of Mary Anna, Timothy, and
Maran.
2.15 Mary Anna, Timothy, and Maran, on behalf of themselves,
and as to their claims only on behalf of any officers, directors,
employees, agents, representatives, attorneys and accountants of
any of them, will release of the Debtors, AMERCO, any subsidiary
or affiliate of AMERCO, and any officers, directors, employees,
agents, representatives, attorneys and accountants of any of the
foregoing, pursuant to the "Release" attached hereto as Exhibit
-------
"B" contemporaneously with the execution of this Agreement, and
subject to Sections 2.13 and 2.14 above.
2.16 The Director Defendants, on behalf of themselves and
any officers, directors, employees, agents, representatives,
attorneys and accountants of any of them, will release of Mary
Anna, Timothy, and Maran and any officers, directors, employees,
agents, representatives, attorneys and accountants of any of
them, pursuant to the "Release" attached hereto as Exhibit "C"
-------
contemporaneously with the execution of this Agreement, and
<PAGE>
subject to Sections 2.13 and 2.14 above.
GENERAL PROVISIONS
------------------
2.17 The Parties hereby agree to do such acts, and to
execute such documents, as may be necessary or appropriate to
implement and accomplish the purposes of this Agreement and the
intent of the Parties.
2.18 This Agreement, and the Bankruptcy Court Order
approving this Agreement, will survive any dismissal of the
Reorganization Cases, and will be fully effective and
enforceable.
2.19 The Parties agree that the laws of the State of Arizona,
and the provisions of the United States Bankruptcy Code, 11 U.S.C.
SECTION SECTION 101 et seq., will govern and control this Agreement,
------
including, but not limited to, any documents executed pursuant to
this Agreement.
2.20 No provision of this Agreement may be waived, modified,
or altered, except by a writing executed by all of the Parties
hereto.
2.21 Time and strict performance are of the essence of this
Agreement.
2.22 This Agreement (including, but not limited to, all
exhibits and release provisions) will inure to the benefit of,
and will be binding on, all of the Parties and their respective
heirs, assigns, representatives, and successors in interest of any kind.
<PAGE>
2.23 The language of this Agreement has been freely and
voluntarily negotiated between the Parties, each of whom has been
advised and is represented by competent and effective counsel.
The Parties have been fully advised of the legal effect of this
Agreement and have read this Agreement in its entirety or have
had it read to them. By executing this Agreement, the Parties
represent and warrant to each other that each of them understands
the contents of this Agreement. This Agreement is intended to be
enforceable according to its written terms, and there are no
promises, oral agreements, or expectations of the Parties to the
contrary.
2.24 The Parties agree that this Agreement may be executed
in multiple counterparts, each of which will be deemed an
original document, and when all of the Parties hereto have
executed one or more counterparts, all such counterparts, taken
together, will constitute a single agreement.
DATED this 19th day of September, 1995.
EDWARD J. SHOEN
/S/ Edward J. Shoen
___________________
JAMES P. SHOEN
/S/ James P. Shoen
___________________
<PAGE>
AUBREY K. JOHNSON
/S/ Aubrey K. Johnson
_____________________
JOHN M. DODDS
/S/ John M. Dodds
___________________
WILLIAM E. CARTY
/S/ William E. Carty
____________________
MARAN, INC.
By /S/ Mary Anna Shoen Eaton
_________________________
Its President
__________________
MARY ANNA SHOEN EATON
/S/ Mary Anna Shoen Eaton
_________________________
<PAGE>
EXHIBIT "A"
-----------
AFFIDAVIT FORM (LOST STOCK CERTIFICATE)
---------------------------------------
<PAGE>
AFFIDAVIT
---------
I, MARY ANNA SHOEN EATON, PRESIDENT OF MARAN, INC., do
hereby certify that Maran, Inc.'s share certificate:
Certificate No. Company Name Number Shares
--------------- ------------ -------------
5110 AMERCO, a Nevada Corp. 3,343,076
has been lost or misplaced and after diligent search cannot be
found.
I hereby make this statement of lost certificate under
oath in order to induce the Company to transfer Maran, Inc.'s
stock ownership in AMERCO pursuant to the Stock Purchase
Agreement dated September 19, 1995. Maran, Inc. hereby agrees to
hold harmless and indemnify the Company for any loss occasioned
by the reappearance of such certificate.
MARAN, INC.
DATED: ______________ By:_____________________
Mary Anna Shoen Eaton,
President
STATE OF ________________
COUNTY OF ________________
I, Mary Anna Shoen Eaton, President of Maran, Inc.,
being first duly sworn, depose and declare the foregoing to be a
complete and correct statement to the best of my knowledge,
information and belief.
_____________________
Mary Anna Shoen Eaton
Subscribed and sworn to before me this ____ day of
________________, 1995.
_____________
Notary Public
(Notarial Seal)
<PAGE>
EXHIBIT "B"
-----------
RELEASE EXECUTED BY MARY ANNA,
------------------------------
TIMOTHY, AND MARAN
------------------
<PAGE>
INCORPORATED BY REFERENCE
TO EXHIBIT 10.5
FILED WITH THE COMPANY'S
QUARTERLY REPORT OF FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995,
FILE NO. 0-7862.
<PAGE>
EXHIBIT "C"
-----------
RELEASE EXECUTED BY AMERCO AND THE DEBTORS
------------------------------------------
<PAGE>
INCORPORATED BY REFERENCE
TO EXHIBIT 10.6
FILED WITH THE COMPANY'S
QUARTERLY REPORT OF FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995,
FILE NO. 0-7862.
<PAGE>
AGREEMENT
This Agreement ("Agreement") is made and entered into this
17th day of October, 1995, by and between AMERCO, a Nevada
corporation ("AMERCO"), EDWARD J. SHOEN ("E. Shoen"), JAMES P.
SHOEN ("J. Shoen"), AUBREY K. JOHNSON ("Johnson"), JOHN M. DODDS
("Dodds"), and WILLIAM E. CARTY ("Carty") (E. Shoen, J. Shoen,
Johnson, Dodds and Carty are sometimes collectively referred to
hereinafter as the "Directors").
RECITALS:
A. On or about August 2, 1988, the following individual
plaintiffs instituted an action in the Maricopa County Superior
Court, as Cause No. CV 88-20139 (the "Litigation"), against the
Directors and Paul F. Shoen ("P. Shoen"): Leonard S. Shoen,
Samuel W. Shoen, M.D., Mary Anna Shoen-Eaton, Cecilia M. Shoen
Hanlon, Katrina M. Shoen-Carlson, Theresa Romero and Michael L.
Shoen. At a subsequent time, the following corporate plaintiffs
joined the Litigation: Samwill, Inc., Cemar, Inc. Kattydid,
Inc., Thermar, Inc., LSS Inc., Mickl, Inc., and Maran, Inc.
(Collectively, the individual plaintiffs and the corporate
plaintiffs are referred to herein as the "Share Case
Plaintiffs.")
B. The Share Case Plaintiffs alleged in the Litigation
various damages caused by certain actions of the Directors and P.
Shoen in their capacity as Directors of AMERCO.
C. On or about February 6, 1989, consistent with its
Bylaws, AMERCO entered into Indemnification Agreements with each
of the Directors, pursuant to which AMERCO agreed to indemnify
the Directors to the fullest extent authorized by the laws of the
State of Nevada (the "Indemnity Agreement").
<PAGE>
D. On or about October 7, 1994, the jury in the Litigation
returned its verdict and a damages award against the Directors
and P. Shoen in the amount of approximately $1,480,000,000.00
(the "Jury Award"). The jury also returned a verdict of
$70,000,000.00 in punitive damages against E. Shoen.
E. On February 2, 1995, Maricopa County Superior Court
Judge Thomas Dunevant, III ("Judge Dunevant") ruled on various
post-trial motions in the Litigation and thereafter ordered a new
trial unless the Share Case Plaintiffs accepted a remittitur of
the Jury Award and the original punitive damages award. After
acceptance of the remittitur by Plaintiffs, Judge Dunevant
entered judgment (the "Judgment") against the Directors and P.
Shoen, jointly and severally, in the aggregate of $461,838,000.00
(the "Damage Award") and against E. Shoen, individually, for
punitive damages in the amount of $7,000,000.00 (the "Punitive
Damage Award"). Pursuant to the Judgment, those Share Case
Plaintiffs who own stock in AMERCO (the Shareholder Plaintiffs)
are required to transfer to the Directors or their designee all
AMERCO common stock held or owned by them ("Plaintiffs' AMERCO
Stock"). Six of the Plaintiffs are not shareholders of AMERCO.
F. Pursuant to AMERCO's corporate bylaws, AMERCO has
certain rights of first refusal with respect to the common shares
of the corporation. The Directors' rights to acquire the
Shareholder Plaintiffs' AMERCO Stock pursuant to the Judgment are
subject to these existing rights of first refusal.
G. On or about February 21, 1995, each of the Directors
filed a voluntary petition pursuant to Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
<PAGE>
District of Arizona, which petition commenced their jointly
administered reorganization cases (the "Reorganization Cases").
H. The Directors have filed plans of reorganization in the
Reorganization Cases (collectively, including all amendments,
modifications, and restatements, the "Plans"). The Bankruptcy
Court set October 2, 1995 as the deadline to accept or reject the
Plans and November 6, 1995 as the date when hearings will
commence regarding confirmation of the Plans. The Directors
participation in this agreement is subject to approval of the
Bankruptcy Court in connection with the confirmation of the
Plans.
I. On or about March 27, 1995, E. Shoen filed a notice of
appeal in the Arizona Court of Appeals regarding the Punitive
Damage Award. Except as otherwise set forth herein, this
Agreement does not settle the respective rights and obligations
of E. Shoen and AMERCO regarding the Punitive Damage Award.
J. Each of the Directors retain unexpired appeal rights
with regard to the Damage Award (the "Appeal Rights"). If the
Directors exercise the Appeal Rights, the Damage Award may be
sustained and/or increased and AMERCO may be exposed to increased
liability to the Directors under existing agreements with each
Director, which liability includes the obligation to fund such an
appeal.
K. The Directors assert substantial claims against AMERCO
related to or arising from the litigation, including, but not
limited to, claims for financial losses, emotional distress, loss
of business and/or professional reputation, loss of credit
standing, breach of contract and other claims. The Directors
assert that these substantial claims arise from the Directors'
past and continuing service on the Board of Directors of AMERCO.
<PAGE>
L. On the day of and at all times subsequent to the Jury
Award, the Directors made, and continue to make, demand that
AMERCO make them whole. On or about October 4, 1995, the
Directors (other than Carty) made a written demand upon AMERCO to
make them whole. On October 6, Carty made a written demand upon
AMERCO to make him whole.
M. On September 19, 1995, Mary Anna Shoen-Eaton ("Mary
Anna") and Maran, Inc. entered into a Settlement Agreement with
the Directors and AMERCO, subject to Bankruptcy Court approval
(the "Settlement Agreement"), under which the Directors or their
designee will pay Mary Anna the sum of $41,352,083.00 in
settlement and full satisfaction of all claims Mary Anna has
against the Directors, AMERCO and its affiliates. On October 10,
1995, the Bankruptcy Court approved the Directors participation
in the Settlement Agreement.
N. On September 19, 1995 Maran, Inc. and the Directors
entered into a Stock Purchase Agreement, (the "Stock Purchase
Agreement") under which the Directors or their designee agree to
pay the sum of $22,732,916.80 (the "Stock Purchase Amount") for
the purchase of 3,343,076 AMERCO shares owned by Maran, Inc. On
October 10, 1995, the Bankruptcy Court approved the Directors
participation in the Stock Purchase Agreement.
O. The Directors claim that the actions of the Directors
that are the basis of the Damage Award were actions within the
scope of Directors' duties as Directors of AMERCO, that such
actions were undertaken in good faith for the benefit of AMERCO
and that the claims asserted by the Directors to be made whole
are meritorious.
P. In recognition of the substantial risks to AMERCO
associated with a claim under the indemnification agreements or
an appeal of the Damage Award by the Directors, and to avoid the
uncertainty of litigation between AMERCO and the Directors
and the substantial expenses and costs associated therewith,
<PAGE>
in order to terminate and settle potential controversies between
the parties arising from the Damage Award, in consideration of a
release of certain substantial claims by the Directors against
AMERCO, and in order to protect AMERCO's business relationship
with lenders, customers and valuable employees, the Directors of
AMERCO have authorized AMERCO to act as the funding source, as
disclosed in the Plans, have further endorsed and ratified
AMERCO's entering into and execution of the Settlement Agreement
with Mary Anna and the Directors and have directed and authorized
the officers of AMERCO to execute the AMERCO Release contemplated
by this Agreement.
Q. The Directors desire to resolve certain claims each has
asserted against AMERCO related to the Damage Award in
consideration for AMERCO undertaking the funding under Plans,
executing the AMERCO Release contemplated by this Agreement, and
undertaking the obligations set forth in the Settlement Agreement
with Mary Anna and similar obligations that may be agreed upon
between the Directors and the other Share Case Plaintiffs. As a
further inducement, the Directors have agreed to continue their
efforts to negotiate settlement agreements with the Share Case
Plaintiffs that will include releases of AMERCO and its officers
and agents from possible claims by the Share Case Plaintiffs,
which releases are intended to parallel the releases presently
secured by the Directors from Mary Anna, Timothy Eaton and Maran,
Inc. The Directors and AMERCO pledge their mutual cooperation in
obtaining such releases.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants hereinafter contained, the parties agree as
follows.
<PAGE>
AGREEMENT:
Subject to the confirmation of the Plans by the Bankruptcy
Court and subject further to the Bankruptcy Courts approval of
the Directors participation in the agreements and subject further
to the execution by each Director of the Directors' Release,
which is attached hereto as Exhibit "A" and incorporated herein
by this reference, pursuant to and on the Effective Date of the
Plans (as such date is defined in the Plans):
1. AMERCO shall fund the Plans, which funding may take the
form of a payment of cash or property made directly to Plaintiffs
in the nature of a restoration payment for the resolution of the
Plaintiffs' claims of breach of fiduciary duty, as made in the
Litigation, and in settlement of the Share Case Plaintiffs'
claims for fiduciary liability, as alleged therein.
2. AMERCO shall execute the AMERCO Release attached
hereto as Exhibit "B" and incorporated herein by this reference,
and the Directors shall execute the Directors' Release attached
hereto as Exhibit "A," which releases shall become effective upon
the Effective Date of the Plans. Pursuant to the Directors'
Release, the Directors shall release AMERCO, its officers,
directors, employees, agents, representatives, accountants,
attorneys, predecessors, successors, assigns and insurers of and
from any and all actions, causes of action, suits, defenses,
debts, disputes, damages, claims, obligations, liabilities,
costs, expenses and demands of any kind or character whatsoever,
at law or in equity, in contract or in tort, whether matured or
unmatured, liquidated or unliquidated, vested or contingent,
choate or inchoate, known or unknown, suspected or unsuspected
that each has, or hereafter can, shall or may have for, upon, by
<PAGE>
reason of any matter, cause or thing whatsoever, directly or
indirectly arising from or related to the Damage Award, except
-------------
the matters described below as the "Reserved Claims." Notwith
standing anything contained in this Agreement and the Directors'
Release to the contrary, none of the Directors shall, by
execution of this Agreement or the Directors' Release, release or
waive any claim or right: (i) to indemnification from AMERCO as
set forth in its Bylaws or in any other written agreement between
AMERCO and any of the Directors except as related to the Damage
Award; (ii) to be reimbursed for any legal fees and related costs
or expenses incurred by the Directors in connection with the
Litigation or Reorganization Cases; (iii) to indemnification from
AMERCO for any adverse income tax consequences to any of the
-----------------------------------
Directors as a result of the AMERCO funding of the Plans and/or
requisition of the Plaintiffs' AMERCO Stock; (iv) to require
AMERCO to satisfy any obligation that AMERCO has or may have
regarding the Punitive Damage Award; or (v) to require that
AMERCO satisfy any right a Director may have in, to or under any
employment agreement with AMERCO or in, to or under any employee
benefit plan sponsored or maintained by AMERCO which may be in
existence as of the date hereof or created in the future, or any
other benefits generally provided to AMERCO's officers or
employees (collectively, the "Reserved Claims").
Pursuant to the AMERCO Release, AMERCO shall release the
Directors, their employees, agents, representatives, accountants,
attorneys, heirs, successors, assigns and insurers of and from
any and all actions, causes of action, suits, defenses, debts,
disputes, damages, claims, obligations, liabilities, costs,
expenses and demands of any kind or character whatsoever, at law
or in equity, in contract or in tort, whether matured or
<PAGE>
unmatured, liquidated or unliquidated, vested or contingent,
choate or inchoate, known or unknown, suspected or unsuspected
that any of them has, or hereafter can, shall or may have for,
upon, by reason of any matter, cause or thing whatsoever,
directly or indirectly arising from or related to the Litigation.
3. By execution of this Agreement, as of the Effective
Date of the Plans, the Directors hereby transfer, assign and
convey to AMERCO any and all right, title and interest the
Directors have or may have in, to or arising under the Damage
Award including, but not limited to, any and all rights of
contribution the Directors have, any and all claims any of the
Directors have or may have against any person or entity not a
party to this Agreement arising from or related to the Damage
Award. The Directors agree not to oppose AMERCO should AMERCO
elect, in its own best judgment, to exercise its by-law right of
first refusal on any of the Shareholder Plaintiffs' shares.
4. As of the Effective Date of the plans,the Directors
hereby agree to take any and all action necessary or required to
dismiss any pending appeals of the Damage Award and each of the
Directors expressly waives any and all Appeal Rights with respect
to the Damage Award and agrees no further appeal of the Damage
Award shall be instituted by or on behalf of the Directors.
5. AMERCO acknowledges that the Directors have relied upon
AMERCO regarding the tax consequences of this Agreement and the
method selected by AMERCO to fund the Plans. AMERCO agrees that
it is liable to the Directors for any adverse tax consequences of
this Agreement and/or the funding of the Plans as if such funding
arose as a payment made by AMERCO under the Indemnity Agreement.
<PAGE>
6. The parties hereto agree to take such acts and to
execute such other and further documents as may be necessary or
appropriate to implement and accomplish the purposes of this
Agreement and the intent of the parties.
7. The parties hereto acknowledge and agree the laws of
the State of Nevada and, to the extent applicable, federal law
will govern and control this Agreement including, but not limited
to, any documents executed pursuant to this Agreement. The
parties further agree to submit any dispute involving the
interpretation or enforcement of this Agreement to the Bankruptcy
Court in the Reorganization Cases.
8. No provision of this Agreement may be waived, modified
or altered, except by a writing executed by all of the parties
hereto. Time and strict performance are the essence of this
Agreement.
9. This Agreement is personal to each of the Directors
and, without the prior written consent of AMERCO, which shall not
be unreasonably withheld, shall not be assignable by the
Directors, except by operation of law. Any unauthorized
assignment of the rights, obligations or duties of the Directors
hereunder shall be void. This Agreement shall inure to the
benefit of, and will be binding upon, all of the parties and
their respective heirs, assigns, representatives, and legal
successors in interest of any kind.
10. This Agreement contains the complete understanding and
agreement of the parties hereto in and with respect to all
matters referred to herein, and all prior representations,
negotiations and understandings are superseded hereby and merged
into this Agreement. No party shall be liable or bound to any
other party hereto in any manner by any agreement, warranty,
representation or guaranty except as specifically set forth
herein.
<PAGE>
11. In the event any party hereto finds it necessary to
employ legal counsel or to bring an action at law or other
proceeding against any other party to enforce or interpret any
term or provision of this Agreement, the prevailing party in any
such action or other proceeding shall be entitled to recover from
the other party or parties thereto all costs incurred, including
reasonable attorneys' fees, which shall be determined by the
Bankruptcy Court, and shall be included in any such judgment.
12. This Agreement is an integrated document and each
covenant and condition herein represents material consideration
for the other covenants and conditions herein. The invalidity of
any provision of this Agreement would materially impair and alter
the respective rights and obligations of the parties hereunder.
If any provision of this Agreement is determined to be invalid,
the remaining provisions of this Agreement shall be construed to
preserve the intent and purpose of this Agreement and the parties
shall negotiate in good faith to modify the provisions held to be
invalid to preserve each party's anticipated benefit.
13. AMERCO shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to
substantially all of the business and/or assets of AMERCO
expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that AMERCO would have been
required to perform, if no such succession had taken place. As
used in this Agreement, "AMERCO" shall mean both AMERCO as
defined herein and any successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise.
14. All notices and other communications under this
Agreement shall be in writing and shall be given by hand-delivery
to the other party or by registered or certified mail, return
<PAGE>
receipt requested, postage prepaid, addressed: (1) if to the
Directors or any single Director, the address for such Directors
or Director then on record with AMERCO; and (2) if to AMERCO,
2721 North Central Avenue, Phoenix, Arizona 85036, Attention:
General Counsel. For purposes of this Agreement, notices
hereunder shall be deemed effective upon receipt if hand-
delivered and three (3) days after deposit in the U.S. mail, if
given by registered or certified mail.
15. The failure to insist upon strict compliance with any
of the provisions hereof, or to assert any right under this
Agreement, shall not be deemed to be a waiver of such provisions
or right or of any other provision or right under this Agreement.
16. The rights and benefits of the Directors under this
Agreement may not be anticipated, assigned, alienated or subject
to attachment, garnishment, levy, execution or other legal or
equitable process except as required by law. Any attempt by the
Directors to anticipate, alienate, assign, sell, transfer,
pledge, encumber or charge the same shall be void.
17. The language of this Agreement has been freely and
voluntarily negotiated between the parties, each of whom has been
represented by competent and effective counsel. The parties have
been fully advised as to the legal effect of this Agreement and
have read this Agreement in its entirety or have had it read to
them. By execution of this Agreement, the parties represent and
warrant to each other that each of them understands the contents
of this Agreement. This Agreement is intended to be enforceable
according to its written terms, and there are no promises, oral
agreements or expectation of the parties to the contrary.
18. The parties agree that this Agreement may be executed
in multiple counterparts, each of which shall be deemed an
original document, and when all of the parties hereto have
<PAGE>
executed one or more counterparts, all such counterparts, taken
together, shall constitute a single agreement.
19. The parties acknowledge the accuracy of the Recitals,
which hereby are incorporated into the operative provisions of
this Agreement.
20. This Agreement, and the rights, obligations, covenants
and conditions set forth herein, shall not be effective until
such time as this Agreement has been executed by each and every
party hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
AMERCO, a Nevada corporation
By /S/ Gary V. Klinefelter /S/ Aubrey K. Johnson
_____________________________ ___________________________________
Its Secretary AUBREY K. JOHNSON
/S/ Edward J. Shoen /S/ John M. Dodds
________________________________ ___________________________________
EDWARD J. SHOEN JOHN M. DODDS
/S/ James P. Shoen /S/ William E. Carty
________________________________ ___________________________________
JAMES P. SHOEN WILLIAM E. CARTY
<PAGE>
EXHIBIT "A"
DIRECTORS' RELEASE
<PAGE>
INCORPORATED BY REFERENCE
TO EXHIBIT 10.9
FILED WITH THE COMPANY'S
QUARTERLY REPORT OF FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995,
FILE NO. 0-7862.
<PAGE>
EXHIBIT "B"
AMERCO RELEASE
<PAGE>
INCORPORATED BY REFERENCE
TO EXHIBIT 10.10
FILED WITH THE COMPANY'S
QUARTERLY REPORT OF FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995,
FILE NO. 0-7862.
<PAGE>
DIRECTORS' RELEASE
This release is made pursuant to and is subject to that
certain Agreement dated the 17th day of October, 1995 (the
"Agreement") executed by (a) AMERCO, a Nevada corporation
("AMERCO"); (b) EDWARD J. SHOEN ("E. Shoen"); (c) JAMES P. SHOEN
("J. Shoen"); (d) AUBREY K. JOHNSON ("Johnson"); (e) JOHN M.
DODDS ("Dodds"); and (f) WILLIAM E. CARTY ("Carty"). Terms used
herein with their initial letters capitalized that are defined in
the Agreement shall have the meaning given them in the Agreement
unless otherwise defined herein.
In consideration of the mutual promises set forth in the
Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, E. Shoen,
J. Shoen, Johnson, Dodds and Carty voluntarily, knowingly, and
unconditionally, with specific and express intent, and on behalf
of themselves and their attorneys, heirs, predecessors,
successors and assigns (collectively, the "Releasing Parties"),
hereby release, quit and discharge AMERCO and its officers,
directors, employees, agents, representatives, accountants,
attorneys, predecessors, successors, assigns, and insurers
(collectively, the "Released Parties") of and from any and all
actions, causes of action, suits, defenses, debts, disputes,
damages, claims, obligations, liabilities, costs, expenses, and
demands of any kind or character whatsoever through the present
date, at law or in equity, in contract or in tort, whether
<PAGE>
matured or unmatured, liquidated or unliquidated, vested or
contingent, choate or inchoate, known or unknown, suspected or
unsuspected, that the Releasing Parties (or any of them) had, now
have, or hereafter can, shall, or may have against the Released
Parties, or any of them, for, upon, or by reason of any matter,
cause or thing whatsoever directly or indirectly arising in
connection with or related to the Damage Award except the matters
referred to in the Agreement as the Reserved Claims.
No waiver or amendment of this release, or the promises,
obligations or conditions herein, shall be valid unless set forth
in writing and signed by the party against whom such waiver or
amendment is to be enforced, and no evidence of any waiver or
amendment of this release shall be offered or received in
evidence in any proceeding, arbitration or litigation between the
Releasing Parties (or any of them) and the Released Parties (or
any of them) arising out of or affecting this release unless such
waiver or amendment is in writing and signed as stated above.
The Releasing Parties, and each of them, hereby represent and
warrant that they have not assigned, pledged or transferred in
any manner to any person or entity any claim that is the subject
of this Release. The Releasing Parties shall indemnify the
Released Parties, and each of them, from and against all claims
that are the subject of this Release that are asserted by any
person or entity by or through any of the Releasing Parties or as
a result of any assignment, pledge or transfer that caused the
foregoing representation to be false.
The Releasing Parties hereby agree, represent and warrant
that each has had the advice of counsel of his own choosing in
negotiations for and the preparation of this Release, and each
has read this Release, or has had the same read to him, and that
each has had this Release fully explained by such counsel and
that each is fully aware of its content and legal effect.
<PAGE>
This Release shall automatically become effective, without
further act of the Releasing Parties or the Released Parties,
upon the Effective Date of the Plan.
This Release shall be binding upon the successors and
assigns of the Releasing Parties and shall inure to the benefit
of the successors and assigns of the Released Parties.
This Release shall be governed by and construed in
accordance with the laws of the State of Arizona.
Executed this 17th day of October, 1995.
/S/ Edward J. Shoen /S/ John M. Dodds
________________________________ _______________________________________
EDWARD J. SHOEN JOHN M. DODDS
/S/ James P. Shoen /S/ William E. Carty
________________________________ _______________________________________
JAMES P. SHOEN WILLIAM E. CARTY
/S/ Aubrey K. Johnson
________________________________
AUBREY K. JOHNSON
<PAGE>
AMERCO RELEASE
This release is made pursuant to and is subject to that
certain Agreement dated the 17th day of October, 1995 (the
"Agreement") executed by (a) AMERCO, a Nevada corporation
("AMERCO"); (b) EDWARD J. SHOEN ("E. Shoen"); (c) JAMES P. SHOEN
("J. Shoen"); (d) AUBREY K. JOHNSON ("Johnson"); (e) JOHN M.
DODDS ("Dodds"); and (f) WILLIAM E. CARTY ("Carty"). Terms used
herein with their initial letters capitalized that are defined in
the Agreement shall have the meaning given them in the Agreement
unless otherwise defined herein.
In consideration of the mutual promises set forth in the
Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, AMERCO
voluntarily, knowingly, and unconditionally, with specific and
express intent, and on behalf of itself and its attorneys,
officers, directors, employees, agents, predecessors, successors,
insurers, subsidiaries and assigns (collectively, the "Releasing
Parties"), hereby releases, quits and discharges E. Shoen, J.
Shoen, Johnson, Dodds and Carty and their attorneys, employees,
agents, heirs, successors, assigns, and insurers (collectively,
the "Released Parties") of and from any and all actions, causes
of action, suits, defenses, debts, disputes, damages, claims,
obligations, liabilities, costs, expenses, and demands of any
kind or character whatsoever through the present date, at law or
in equity, in contract or in tort, whether matured or unmatured,
liquidated or unliquidated, vested or contingent, choate or
inchoate, known or unknown, suspected or unsuspected, that the
Releasing Party (or any of them) had, now have, or hereafter can,
shall, or may have against the Released Parties, or any of them,
<PAGE>
for, upon, or by reason of any matter, cause or thing whatsoever
directly or indirectly arising in connection with or related to
the Damage Award.
No waiver or amendment of this release, or the promises,
obligations or conditions herein, shall be valid unless set forth
in writing and signed by the party against whom such waiver or
amendment is to be enforced, and no evidence of any waiver or
amendment of this release shall be offered or received in
evidence in any proceeding, arbitration or litigation between the
Releasing Parties (or any of them) and the Released Parties (or
any of them) arising out of or affecting this release unless such
waiver or amendment is in writing and signed as stated above.
The Releasing Parties, and each of them, hereby represent and
warrant that they have not assigned, pledged or transferred in
any manner to any person or entity any claim that is the subject
of this Release. The Releasing Parties shall indemnify the
Released Parties, and each of them, from and against all claims
that are the subject of this Release that are asserted by any
person or entity by or through any of the Releasing Parties or as
a result of any assignment, pledge or transfer that caused the
foregoing representation to be false.
The Releasing Parties hereby agree, represent and warrant
that each has had the advice of counsel of his own choosing in
negotiations for and the preparation of this Release, and each
has read this Release, or has had the same read to him, and that
each has had this Release fully explained by such counsel and
that each is fully aware of its content and legal effect.
This Release shall automatically become effective, without
further act of the Releasing Parties or the Released Parties,
upon the Effective Date of the Plan.
<PAGE>
This Release shall be binding upon the successors and
assigns of the Releasing Parties an shall inure to the benefit of
the successors and assigns of the Released Parties.
This Release shall be governed by and construed in
accordance with the laws of the State of Arizona.
Executed this 17th day of October, 1995.
AMERCO, a Nevada corporation
By /S/ Gary V. Klinefelter
___________________________________
Its Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM
FORM 10Q SEPTEMBER 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1995
<CASH> 33,283
<SECURITIES> 0
<RECEIVABLES> 338,489<F1>
<ALLOWANCES> 0
<INVENTORY> 51,402
<CURRENT-ASSETS> 0<F2>
<PP&E> 2,374,510
<DEPRECIATION> 1,131,339
<TOTAL-ASSETS> 2,698,382
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 796,738
<COMMON> 10,000
0
0
<OTHER-SE> 737,424
<TOTAL-LIABILITY-AND-EQUITY> 2,698,382
<SALES> 102,675
<TOTAL-REVENUES> 701,776
<CGS> 58,001
<TOTAL-COSTS> 517,489
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,819
<INTEREST-EXPENSE> 35,554
<INCOME-PRETAX> 87,913
<INCOME-TAX> 31,854
<INCOME-CONTINUING> 56,059
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 56,059
<EPS-PRIMARY> 1.31
<EPS-DILUTED> 1.31
<FN>
<F1>THE VALUE FOR RECEIVABLES REPRESENTS THEIR AMOUNTS
NET OF THEIR ALLOWANCES.
<F2>AN UNCLASSIFIED BALANCE SHEET EXISTS IN
THE REGISTRANT'S FINANCIAL STATEMENTS.
</FN>
</TABLE>
