<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 1997
---------------------------------------------------
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, Suite 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
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Registrant Title of Class on Which Registered
- ---------- -------------- ---------------------
AMERCO Series A 8 1/2% New York Stock Exchange
Preferred Stock
U-Haul International, Inc. None
Securities registered pursuant to Section 12(g) of the Act:
Registrant Title of Class
---------- --------------
AMERCO Common
U-Haul International, Inc. None
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 .
----- ----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
22,614,087 shares of AMERCO Common Stock, $0.25 par value, were
outstanding at June 20, 1997. The aggregate market value of AMERCO
Common Stock held by non-affiliates (i.e., stock held by persons other
than officers and directors of AMERCO or those persons who are parties
to a stockholder agreement relating to 6,823,257 shares of AMERCO
Common Stock, was $197,874,453. The aggregate market value was
computed using the closing price for the Common Stock trading on
Nasdaq on June 20, 1997.
5,385 shares of U-Haul International, Inc. Common Stock, $0.01
par value, were outstanding at June 20, 1997. None of these shares
were held by non-affiliates. U-Haul International, Inc. meets the
conditions set forth in General Instructions (J)(1)(a) and (b) of Form
10-K and is therefore filing this Form with the reduced disclosure
format.
Portions of AMERCO's definitive Proxy Statement relating to its
Annual Meeting of Stockholders to be held on August 22, 1997, are
incorporated by reference in Part III hereof.
<PAGE> 2
TABLE OF CONTENTS
PAGE NO.
PART I
ITEM 1. BUSINESS...................................... 3
A. THE COMPANY.............................. 3
B. HISTORY.................................. 3
C. MOVING AND STORAGE OPERATIONS............ 3
D. INSURANCE OPERATIONS..................... 6
ITEM 2. PROPERTIES.................................... 11
ITEM 3. LEGAL PROCEEDINGS............................. 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.............................. 12
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS............... 13
ITEM 6. SELECTED FINANCIAL DATA....................... 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................... 16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.......................................... 26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE ................................... 26
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANTS............................... 26
ITEM 11. EXECUTIVE COMPENSATION........................ 26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT......................... 26
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.................................. 26
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K............. 27
<PAGE> 3
PART I
ITEM 1. BUSINESS
A. THE COMPANY
AMERCO, a Nevada corporation (AMERCO or Company), is the
holding company for U-Haul International, Inc. (U-Haul), Amerco
Real Estate Company (AREC), Republic Western Insurance Company
(RWIC) and Oxford Life Insurance Company (Oxford). Throughout this
Form 10-K, unless the context otherwise requires, the term
"Company" includes all of the Company's subsidiaries. The
Company's principal executive offices are located at 1325 Airmotive
Way, Suite 100, Reno, Nevada 89502-3239, and the telephone number
of the Company is (702) 688-6300. As used in this Form 10-K, all
references to a fiscal year refer to the Company's fiscal year
ended March 31 of that year. RWIC and Oxford have been
consolidated on the basis of calendar years ended December 31.
Accordingly, all references to the years 1996, 1995 and 1994
correspond to the Company's fiscal years 1997, 1996 and 1995,
respectively. See Note 20 of Notes to Consolidated Financial
Statements in Item 8 for financial information regarding the
Company's three primary industry segments, which are represented by
Moving and Storage Operations (U-Haul and AREC), Property/Casualty
(Republic Western Insurance Company) and Life Insurance (Oxford
Life Insurance Company).
Moving and Storage Operations
Moving and self-storage operations consist of the rental of
trucks, automobile-type trailers and self-storage space to the do-
it-yourself mover under the registered tradename U-Haul<REGISTERED TRADEMARK>
throughout the United States and Canada.
AREC owns the majority of the Company's real estate assets,
including the Company's U-Haul Center and Storage locations.
Property/Casualty
RWIC originates and reinsures property and casualty-type
insurance products for various market participants, including
independent third parties, the Company's customers and the Company.
Life Insurance
Oxford originates and reinsures life, health and annuity-type
insurance products and administers the Company's self-insured
employee health and dental plans.
B. HISTORY
The Company was founded in 1945 under the name "U-Haul Trailer
Rental Company". From 1945 to 1974, the Company rented trailers and,
starting in 1959, trucks on a one-way and "In-Town<REGISTERED TRADEMARK>"
basis through independent dealers. Since 1974, the Company has developed
a network of Company-owned rental centers (U-Haul Centers) through
which U-Haul rents its trucks and trailers and provides related
products and services (e.g., the sale and installation of hitches,
as well as boxes and moving supplies). At March 31, 1997, the
Company's distribution network included 1,100 U-Haul Centers and
14,200 independent dealers.
C. MOVING AND STORAGE OPERATIONS
Business Strategies
The Company's present business strategy remains focused on do-
it-yourself moving and self-storage customers. The Company
believes that customer access, in terms of truck or trailer
availability and proximity of rental locations, is critical to its
success. Under the U-Haul name, this strategy is to offer, in an
integrated manner over an extensive and geographically diverse
network of over 15,000 Company-owned Centers and independent
dealers, a wide range of products and services to do-it-yourself
moving and self-storage customers.
<PAGE> 4
Moving Operations
U-Haul has a variety of product offerings. Rental trucks have
been designed with do-it-yourself customers in mind, and include
features such as Low Decks<REGISTERED TRADEMARK>, air conditioning,
power steering, automatic transmissions,
Gentle-Ride Suspensions<REGISTERED TRADEMARK>, AM/FM cassette
stereo systems and over-the-cab storage. Aerodynamically designed
U-Haul trailers are suited to the low profile of many newly
manufactured automobiles. As of March 31, 1997, the U-Haul rental
equipment fleet consisted of 86,000 trucks, 85,000 trailers and
15,000 tow dollies.
Additionally, the Company provides support rental items such
as furniture pads, hand trucks, Appliance Dollies<REGISTERED TRADEMARK>,
Utility Dollies<REGISTERED TRADEMARK>, mirrors, tow bars, tow dollies and
bumper hitches. The Company also sells boxes, tape and packaging materials,
and rents additional items such as floor polishers and carpet cleaning
equipment at its U-Haul Center locations. U-Haul Centers also sell
and install hitches and towing systems, and propane.
U-Haul offers protection packages such as
(i) "Safemove<REGISTERED TRADEMARK>", which provides moving customers with a
damage waiver, cargo protection and medical and life coverage and
(ii) "Safestor<REGISTERED TRADEMARK>", which provides self-storage rental
customers with various insurance coverages.
Independent dealers receive U-Haul equipment on a consignment
basis and are paid a commission on gross revenues generated from
their rentals. The Company maintains contracts with its independent
dealers that can typically be canceled upon 30 days written notice
by either party.
A high percentage of the Company's rental revenue is derived
from do-it-yourself movers. Moving rentals include:
(i) "In-Town<REGISTERED TRADEMARK>" rentals, where the equipment is
returned to the originating U-Haul location and (ii) one-way rentals,
where the equipment is returned to a U-Haul location in another city.
The U-Haul truck and trailer rental business tends to be
seasonal, with proportionally more transactions and revenues
generated in the spring and summer months than during the balance
of the year.
The Company designs and manufactures its truck van boxes,
trailers and various other support rental equipment items. The
Company's equipment is designed to achieve high safety standards,
simplicity of operation, reliability, convenience, durability and
fuel economy. Truck chassis are manufactured by both foreign and
domestic truck manufacturers. These chassis receive certain post-
delivery modifications and are joined with van boxes at seven
Company-owned manufacturing and assembly facilities in the United
States.
The Company services and maintains its trucks and trailers
through an extensive preventive-maintenance program, generally
performed at Company-owned facilities located at or near U-Haul
Centers. Major repairs are performed either by the chassis
manufacturers' dealers or by Company-owned repair shops and take
advantage of manufacturers' warranties.
Self-Storage Business
U-Haul entered the self-storage business in 1974 and since
then has increased the rentable square footage of its storage
locations through the acquisition of existing facilities and new
construction. In addition, the Company has entered into management
agreements to manage self-storage properties owned by others. The
Company also provides financing and management services for
independent self-storage businesses.
Through over 800 Company-owned or managed storage locations in
the United States and Canada, the Company offers for rent more than
19.7 million square feet of self-storage space. The Company's self-
storage facility locations range in size up to 149,000 square feet
of storage space, with individual storage spaces in sizes from 16
square feet to 400 square feet or larger.
The primary market for storage rooms is the storage of
household goods. With the addition of over 14,000 storage rooms
during fiscal 1997, average occupancy rates were in the mid 80%
<PAGE> 5
range, with modest seasonal variation. During fiscal 1997 and
fiscal 1996, delinquent rentals as a percentage of total storage
rentals were approximately 6% in each year. The Company considers
this rate to be satisfactory.
Competition
The do-it-yourself moving truck and trailer rental market is
highly competitive and dominated by national operators in both the
"In-Town<REGISTERED TRADEMARK>" and one-way markets. Two competitors,
Ryder and Budget Rent-A-Car, were sold during the past year and are
under new management. Management believes that there are two distinct
users of rental trucks: commercial users and do-it-yourself users.
As noted above, the Company focuses on the do-it-yourself mover. The
Company believes that the principal competitive factors are
convenience of rental locations, availability of quality rental
equipment and price.
The self-storage industry is highly competitive. The top
three national firms, including the Company, Public Storage and
Shurgard, account for only 11% of total industry square footage.
Efficient management of occupancy and delinquency rates, as well as
price and convenience, are key competitive factors.
Employees
For the period ended March 31, 1997, the Company's non-
seasonal work force consisted of 14,400 employees.
Amerco Real Estate Operations
AREC has responsibility for actively marketing properties
available for sale or lease. AREC is also responsible for managing
any environmental risks associated with the Company's real estate.
Environmental Matters
The environment is protected by many federal, state and local
laws. Environmental laws impact the way the Company stores and
disposes of various petroleum products (including gasoline, fuel
oil and waste oil), tires, batteries and other materials used in
the rental, maintenance and manufacturing of its rental fleets.
Since fiscal 1990, the Company has incurred environmental-related
expenditures of approximately $31.5 million primarily for removal
and disposal fees and remediation of over 2,600 underground storage
tanks. There are approximately 400 underground storage tanks
remaining.
The Company has been named as a "potentially responsible party"
with respect to disposal of hazardous waste at 16 federal and one
state superfund sites located in 13 states. The Company has entered
into settlements for 15 of the sites for de minimus amounts. One of
these sites has been disputed by the Company with no response for
over five years.
A subsidiary of U-Haul owns one property located within two
different state hazardous waste sites in the State of Washington.
The property is located in Yakima, Washington and is believed to
contain elevated levels of pesticide and other contaminant residue
as a result of onsite operations conducted by one or more former
owners. The State of Washington has designated the property as a
state hazardous waste site known as the "Yakima Valley Spray Site".
The subsidiary, U-Haul Co. of Inland Northwest (Inland Northwest),
has been named by the State of Washington as a "potentially liable
party" (PLP) under state law with respect to this site, along with
approximately 100 other companies and individuals. Inland
Northwest, together with eight other companies and persons, has
formed a committee that has retained an environmental consultant.
The process of site assessment on the Yakima Valley Spray Site is
ongoing and, based upon the information currently available to
Inland Northwest regarding the volume and nature of wastes present,
Inland Northwest is unable to reasonably assess the potential
investigation and cleanup costs, but the costs could be
substantial. Although Inland Northwest has entered into an
agreement with such other companies and persons under which Inland
Northwest has assumed responsibility for 20% of the costs to
investigate the site, no agreement among the parties with respect
to cleanup costs has been entered into at the date hereof.
<PAGE> 6
In addition, Inland Northwest has been named by the State of
Washington as a PLP along with 300 other PLPs with respect to
another state-listed hazardous waste site known as the "Yakima
Railroad Site". The Yakima Valley Spray Site is located within the
Yakima Railroad Site. Inland Northwest has been notified that the
Yakima Railroad Site involves potential groundwater contamination
in an area of approximately two square miles. Inland Northwest has
contested its designation as a PLP at this site, but, at the date
hereof, no formal ruling has been issued in this matter.
In February 1992, the State of Washington issued an
enforcement order to Inland Northwest and eight other parties
requiring an interim remedial action and the provision of bottled
water to households that obtain drinking water from wells within
the Yakima Railroad Site. Without conceding any liability, Inland
Northwest and several of the other PLPs have implemented the
bottled water program. Over the past four years, Inland Northwest
has incurred an average annual expense of $720 for the bottled
water program. The State of Washington has stated its intention to
expand the existing municipal water system to supply municipal
water to those households currently receiving bottled water, and it
is estimated that the cost thereof will be approximately $6
million, with such cost being allocated among the 300 PLPs.
In addition, there will be costs associated with remedial
measures to address the regional groundwater contamination issue.
The process of site assessment on the Yakima Railroad Site is
ongoing and, based upon the information currently available to
Inland Northwest regarding the volume and nature of wastes present,
Inland Northwest is unable to reasonably assess the potential
investigation and clean-up costs, but the costs could be
substantial. Moreover, the investigative and remedial costs
incurred by the State can be imposed upon Inland Northwest and any
other PLP as a joint and several liability. At the date of this
report, other than the indication of the expansion of the municipal
water system, there has been no formal indication from the State of
Washington of its intentions regarding future cost recoveries at
the Yakima Railroad Site.
Based upon the information currently available to the Company,
compliance with the environmental laws and its share of
investigation and cleanup costs of the hazardous waste sites, the
Company is not expecting to incur losses with respect to the sites
that would have a material adverse effect on the Company's
financial position or operating results.
D. INSURANCE OPERATIONS
Business Strategies
RWIC's principal business strategy is to capitalize on its
knowledge of insurance products aimed at the moving and rental
markets. RWIC believes that providing U-Haul and U-Haul customers
insurance coverage has enabled it to develop expertise in the areas
of rental vehicle lessee insurance coverage, self-storage property
coverage and general rental equipment coverage. RWIC plans to
continue to use this knowledge to expand its customer base by
offering similar products to insureds other than U-Haul and its
customers. In addition, RWIC continues to expand its involvement
in specialized areas by offering commercial multi-peril and excess
workers' compensation coverages.
Oxford's business strategy emphasizes long-term capital growth
funded through earnings from direct writing, reinsurance and
investment activities. In the past, Oxford has selectively
reinsured life, health and annuity-type insurance products. Oxford
will pursue its growth strategy by originating life, annuity and
health insurance products via agent and direct distribution
channels. Oxford will also be providing reinsurance facilities to
well-managed insurance or reinsurance companies which offer similar
products and are in need of additional capital either as a result
of rapid growth or regulatory demands, or are interested in
divesting non-core business lines.
<PAGE> 7
Property and Casualty
RWIC's underwriting activities consist of three basic areas:
U-Haul and U-Haul-affiliated underwriting, direct underwriting and
assumed reinsurance underwriting. U-Haul underwritings include
coverage for U-Haul and U-Haul employees and U-Haul-affiliated
underwritings consist primarily of coverage for U-Haul customers.
For the year ended December 31, 1996, approximately 38.5% of RWIC's
written premiums resulted from U-Haul and U-Haul-affiliated
underwriting activities. RWIC's direct underwriting is done
through underwriters and selected general agents. The products
provided include liability coverage for rental vehicle lessees,
storage rental properties and coverage for commercial multiple
peril and excess workers' compensation. RWIC's assumed reinsurance
underwriting is done via broker markets.
RWIC's liability for unpaid losses is based on estimates of
the ultimate cost of settling claims reported prior to the end of
the accounting period, estimates of reinsurers and estimates of
incurred but unreported losses which are based on RWIC's experience
and insurance industry historical experience. Unpaid loss
adjustment expenses are based on historical ratios of loss
adjustment expenses paid to losses paid.
The liabilities are estimates of the amount necessary to
settle all claims as of the date of the stated reserves and all
incurred but not reported claims. RWIC updates the reserves as
additional facts regarding claims become available. In addition,
court decisions, economic conditions and public attitudes impact
the estimation of reserves and also the ultimate cost of claims.
In estimating reserves, no attempt is made to isolate inflation
from the combined effect of numerous factors including inflation.
Unpaid losses and unpaid loss expenses are not discounted.
RWIC's unpaid loss and loss expenses are certified annually by
an independent actuarial consulting firm as required by state
regulation.
Activity in the liability for unpaid claims and claim
adjustment expenses is summarized as follows:
1996 1995 1994
---------------------------
(in thousands)
Balance at January 1 $ 341,981 329,741 314,482
Less reinsurance recoverable 73,873 74,663 76,111
---------------------------
Net balance at January 1 268,108 255,078 238,371
Incurred related to:
Current year 112,394 114,110 102,782
Prior years 11,527 8,292 6,576
---------------------------
Total incurred 123,921 122,402 109,358
Paid related to:
Current year 30,633 22,576 22,269
Prior years 89,041 86,796 70,382
---------------------------
Total paid 119,674 109,372 92,651
Net balance at December 31 272,355 268,108 255,078
Plus reinsurance recoverable 60,319 73,873 74,663
---------------------------
Balance at December 31 $ 332,674 341,981 329,741
===========================
As a result of changes in estimates of insured events in prior
years, the provision for unpaid loss and loss adjustment expenses
(net of reinsurance recoveries of $23.4 million) increased by $11.5
million in 1996 due to higher than anticipated losses and related
expenses for claims associated with assumed reinsurance and certain
retrospectively rated policies.
The table on page 10 illustrates the change in unpaid loss and
loss adjustment expenses. The first line shows the reserves as
originally reported at the end of the stated year. The second
section, reading down, shows the cumulative amounts paid as of the
end of successive years with respect to that reserve. The third
section, reading down, shows revised estimates of the original
recorded reserve as of the end of successive years. The last
section compares the latest revised estimated reserve amount to the
<PAGE> 8
reserve amount as originally established. This last section is
cumulative and should not be summed.
The operating results of the property and casualty insurance
industry, including RWIC, are subject to significant fluctuations
due to numerous factors, including premium rate competition,
catastrophic and unpredictable events (including man-made and
natural disasters), general economic and social conditions,
interest rates, investment returns, changes in tax laws, regulatory
developments and the ability to accurately estimate liabilities for
unpaid losses and loss adjustment expenses.
Life Insurance
Oxford underwrites life, health and annuity insurance, both as
a direct writer and as an assuming reinsurer. Oxford's direct
writings are primarily related to the underwriting of credit life
and credit accident and health business, which accounted for 18.7%
of Oxford's premium revenues for the year ended December 31, 1996.
Oxford's other direct lines are related to group life and
disability coverage issued to employees of the Company. For the
year ended December 31, 1996, approximately 7.9% of Oxford's
premium revenues resulted from business with the Company. In
addition, direct premium revenue includes individual life insurance
acquired from other insurers. Oxford administers the Company's
self-insured group health and dental plans.
Oxford's reinsurance assumed lines, which accounted for
approximately 73.0% of Oxford's premium revenues for the year ended
December 31, 1996, include individual life insurance coverage,
annuity coverages, excess loss health insurance coverage, credit
life and credit accident and health. These reinsurance
arrangements are entered into with unaffiliated insurers.
Investments
RWIC's and Oxford's investments must comply with the insurance
laws of the State of Arizona, where the companies are domiciled.
These laws prescribe the type, quality and concentration of
investments that may be made. Moreover, in order to be considered
an acceptable reinsurer by cedents and intermediaries, a reinsurer
must offer financial security. The quality and liquidity of
invested assets are important considerations in determining such
security.
The investment philosophies of RWIC and Oxford emphasize
protection of principal through the purchase of investment grade
fixed-income securities. Approximately 97% of both RWIC's and
Oxford's fixed-income securities consist of investment grade
securities. The maturity distributions are designed to provide
sufficient liquidity to meet future cash needs.
Reinsurance
The Company's insurance operations assume and cede insurance
from and to other insurers and members of various reinsurance pools
and associations. Reinsurance arrangements are utilized to provide
greater diversification of risk and to minimize exposure on large
risks. However, the original insurer remains liable should the
assuming insurer not be able to meet its obligations under the
reinsurance agreements.
Regulation
RWIC and Oxford are subject to comprehensive regulation
throughout the United States. The regulation extends to such
matters as licensing companies and agents, restricting the types or
quality of investments, regulating capital and surplus and
actuarial reserve maintenance, setting solvency standards, filing
of annual and other reports on financial position, and regulating
trade practices. State laws also regulate transactions and
dividends between an insurance company and its parent or
affiliates, and generally require prior approval or notification
for any change in control of the insurance subsidiary.
In the past few years, the insurance and reinsurance
regulatory framework has been subjected to increased scrutiny by
the National Association of Insurance Commissioners (the NAIC),
state legislatures, insurance regulators and the United States
Congress. These regulators are considering increased regulations,
with an emphasis on insurance company investment and solvency
issues. It is not possible to predict the future impact of
changing state and federal regulation on the operations of RWIC and
Oxford.
<PAGE> 9
RWIC and Oxford have adopted the NAIC minimum risk-based
capitalization requirements for insurance companies. As of
December 31, 1996, RWIC and Oxford are in compliance with these
requirements.
Competition
The highly competitive insurance industry includes a large
number of property and casualty insurance companies and life
insurance companies. Many competitors have been in business for a
longer period of time or possess substantially greater financial
resources. Competition in the insurance business is based upon
price, product design and services rendered to producers and
policyholders.
<PAGE> 10
<TABLE>
Unpaid Loss and Loss Adjustment Expenses
<CAPTION>
December 31
- --------------------------------------------------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
- --------------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Adjustment Expenses: $146,391 168,688 199,380 207,939 226,324 236,019 238,762 314,482 329,741 341,981 332,674
Paid (Cumulative)
as of:
One year later 54,627 49,681 59,111 50,992 55,128 65,532 83,923 70,382 86,796 89,041
Two years later 92,748 91,597 89,850 87,850 97,014 105,432 123,310 115,467 139,247
Three years later 124,278 110,834 114,979 116,043 120,994 126,390 153,030 146,640
Four years later 137,744 129,261 133,466 132,703 133,338 143,433 173,841
Five years later 151,354 142,618 145,864 142,159 144,764 153,730
Six years later 161,447 152,579 153,705 151,227 152,424
Seven years later 169,601 158,531 161,498 158,043
Eight years later 173,666 165,021 167,224
Nine years later 178,101 170,411
Ten years later 181,743
Reserve Reestimated
as of:
One year later 167,211 187,663 200,888 206,701 229,447 231,779 251,450 321,058 338,033 353,508
Two years later 192,272 190,715 202,687 206,219 221,450 224,783 254,532 323,368 340,732
Three years later 192,670 194,280 203,343 199,925 211,998 223,403 253,844 309,936
Four years later 199,576 195,917 199,304 198,986 207,642 214,854 231,536
Five years later 201,303 195,203 200,050 197,890 200,629 198,320
Six years later 202,020 196,176 198,001 194,601 189,601
Seven years later 202,984 196,770 197,112 189,175
Eight years later 202,654 196,072 195,522
Nine years later 203,285 196,169
Ten years later 204,814
Initial Reserve
in Excess
of (Less than)
Reestimated Reserve:
Amount (Cumulative) $(58,423) (27,481) 3,858 18,764 36,723 37,699 7,226 4,546 (10,991) (11,527)
</TABLE>
<PAGE> 11
ITEM 2. PROPERTIES
The Company and its subsidiaries own property, plant and equipment
that are utilized in the manufacture, repair and rental of U-Haul equipment
and that provide offices for the Company. Such facilities exist throughout
the United States and Canada. The majority of land and buildings used by
U-Haul is owned in fee and is substantially unencumbered, also U-Haul
manages storage facilities owned by others. In addition, U-Haul owns
certain real estate not currently used in its operations. U-Haul operates
1,100 U-Haul Centers (including Company-owned storage locations), manages
145 storage centers and operates 12 manufacturing and assembly facilities.
The Company also operates 80 repair facilities located at or near a U-Haul
Center.
ITEM 3. LEGAL PROCEEDINGS
See Note 14 of Notes to Consolidated Financial Statements in Item 8 for
disclosure of the 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 and the resulting
- -------
bankruptcy proceedings (the "Shoen Litigation").
On September 7, 1995, Paul F. Shoen, major stockholder of the Company
and a director, filed a complaint in the Ninth Judicial District Court of
the State of Nevada, Douglas County, entitled Paul F. Shoen v. AMERCO, Case
-----------------------
No. 95-CV-0227. The complaint alleges that by failing to advance his
expenses, including attorneys' fees and other charges, incurred by him in
the Shoen Litigation and the subsequent bankruptcy proceedings, the Company
breached his indemnification agreement with the Company. Mr. Shoen alleges
that the Company has caused damages of no less than $297,183 as of
September 7, 1995, and seeks additional amounts to be alleged at trial.
The Company has denied the allegations and believes it has valid defenses
against his claims. Paul F. Shoen filed a motion for partial summary
judgment on November 15, 1995, and the Company filed an opposition and
cross-motion for partial summary judgment on December 11, 1995. This
matter was heard on November 12, 1996, and both motions were denied.
Sophia M. Shoen, a major stockholder of the Company, has reached a
tentative agreement with the Company, which is subject to execution of
definitive agreements, resolving a lawsuit in the Second Judicial District
Court of the State of Nevada, Case No. CV96-01628 arising out of an
arbitration proceeding entitled JAMS-ENDISPUTE Link No. 940517195. In the
--------------
arbitration proceeding, Sophia Shoen alleged that the Company breached her
Share Repurchase and Registration Rights Agreement, dated as of May 1, 1992
(the Rights Agreement), with the Company by failing to timely register the
sale of her shares of Common Stock which were sold to the public in
November 1994. If the tentative agreement if consummated, (i) the Company
will pay Sophia M. Shoen $1.25 million, (ii) the Rights Agreement will be
terminated, (iii) Sophia M. Shoen will release the Company and others from
any liability relating to the foregoing proceedings and the Rights
Agreement, (iv) the Company will release Sophia M. Shoen and others from
any liability relating to the foregoing proceedings and the Rights
Agreement and (v) the shares of Common Stock held by Sophia M. Shoen will
be released from a stockholder agreement covering approximately 70% of the
Company's Common Stock. No assurance can be given that definitive
agreements will be executed or that this tentative agreement will be
consummated.
In the normal course of business, the Company is a defendant in a
number of suits and claims. The Company is also a party to several
administrative proceedings arising from state and local provisions that
regulate the removal and/or clean-up of underground fuel storage tanks. It
is the opinion of management that none of the suits, claims, or proceedings
involving the Company, individually or in the aggregate, are expected to
result in a material loss. See "Item 1. Business - Environmental
Matters."
<PAGE> 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 17, 1997, the Company held its Combined Annual Meeting of
Stockholders. Prior to the meeting, the Company had not held annual
meetings of stockholders for 1994, 1995 or 1996. The 1994 Annual Meeting
of Stockholders was delayed as a result of litigation initiated by Paul F.
Shoen in July 1994. The 1994 Annual Meeting as well as the 1995 and 1996
Annual Meetings were subsequently delayed by court order in connection with
certain litigation involving the Shoen family relating to control of the
Company. As of October 1, 1996, the Company was no longer subject to any
restriction on its ability to hold annual meetings of stockholders.
At the Combined Annual Meeting of Stockholders, Aubrey K. Johnson and
Paul F. Shoen were elected to serve until the 1998 Annual Meeting of
Stockholders; William E. Carty and Charles J. Bayer were elected to serve
until the 1999 Annual Meeting of Stockholders; and Mark V. Shoen and Edward
J. Shoen were elected to serve until the 2000 Annual Meeting of
Stockholders. John M. Dodds and James P. Shoen continue as directors, with
terms expiring at the 1997 Annual Meeting of Stockholders.
The following table sets forth the votes cast for, against or
withheld, as well as the number of abstentions and broker non-votes with
respect to each matter voted on at the Combined Annual Meeting of
Stockholders:
Matters Submitted Votes Votes Votes Abstentions Broker
To a Vote Cast Cast Withheld Non-
For Against Votes
===============================================================================
1. Election of Directors
Aubrey K. Johnson 19,750,812 45,032 - - -
Paul F. Shoen 19,590,162 118,054 - - -
William E. Carty 19,759,375 45,032 - - -
Charles J. Bayer 19,758,697 44,782 - - -
Mark V. Shoen 19,743,851 45,683 - - -
Edward J. Shoen 19,751,564 45,683 - - -
2. Proposal to Amend the
Restated Articles of
Incorporation of the
Company 18,875,086 245,934 - 55,289 -
3. Proposal to ratify the
decision of the Board
of Directors to apply
the U-Haul Drug
Screening Program to
members of the Board
of Directors
(advisory vote only) 18,314,727 743,517 - 96,618 -
Subsequent to the Combined Annual Meeting of Stockholders,
on February 4, 1997, Mark V. Shoen resigned from the Board of Directors.
On that date, pursuant to Article III, Section 2 of the Company's By-Laws,
the Board of Directors elected Richard J. Herrera, whose term expired at
the Combined Annual Meeting of Stockholders, to fill the vacancy created by
Mark V. Shoen's resignation.
<PAGE> 13
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of June 20, 1997, there were approximately 2,500 holders of record
of the Company's Common Stock.
The Company's Common Stock has been traded on Nasdaq National Market
(Nasdaq) since November 1994. In October 1996, the Company announced the
change of its trading symbol to "UHAL" from "AMOO" to be more reflective of
the majority of its operations. The following table sets forth the high
and low closing prices of the common stock of AMERCO trading on Nasdaq for
the periods indicated.
For the Years Ended March 31,
---------------------------------------------
1997 1996
---------------------------------------------
High Low High Low
------------------ -----------------
First quarter 28 1/4 19 1/2 23 3/4 19 1/2
Second quarter 41 21 1/2 19 3/4 14 3/4
Third quarter 48 1/2 33 1/2 21 16 1/2
Fourth quarter 38 1/2 24 1/2 25 1/2 17
The Company has not declared any cash dividends to common stockholders
for the two most recent fiscal years.
The Company does not have a formal dividend policy. The Company's
Board of Directors periodically considers the advisability of declaring and
paying dividends in light of existing circumstances. See Note 19 of Notes
to Consolidated Financial Statements in Item 8 for a discussion of certain
statutory restrictions on the ability of the Company's insurance
subsidiaries to pay dividends to the Company.
See Note 15 of Notes to Consolidated Financial Statements in Item 8
for a discussion of the Company's non-cash dividends. See Note 6 of Notes
to Consolidated Financial Statements in Item 8 for a discussion of changes
to common shares outstanding and per share amounts.
The common stock of U-Haul is wholly-owned by the Company. As a
result, no active trading market exists for the purchase and sale of such
common stock. No cash dividends were declared to the Company by U-Haul
during the two most recent fiscal years.
On August 30, 1996, the Company sold 100,000 shares of its Series B
Preferred Stock for a total purchase price of $100 million to Blue Ridge
Investments, LLC, a subsidiary of NationsBank Corporation. Exemption from
registration for this transaction was claimed pursuant to Section 4(2) of
the Securities Act of 1933, as amended, regarding transactions by an issuer
not involving any public offering. The Series B Preferred Stock is
convertible under certain circumstances into 4,000,000 shares, subject to
the Company's prior right to redeem the Series B Preferred Stock, of
AMERCO's Common Stock or all of the outstanding capital stock of Picacho
Peak Investment Co., a wholly-owned subsidiary of the Company.
<PAGE> 14
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
AMERCO AND CONSOLIDATED SUBSIDIARIES
ITEM 6. SELECTED FINANCIAL DATA
For the Years Ended March 31,
-------------------------------------------------------------------
1997 1996 1995 1994 1993
-------------------------------------------------------------------
(in thousands, except per share data and ratios)
<S> <C> <C> <C> <C> <C>
Summary of Operations:
Rental, net sales and other revenue $ 1,212,079 1,150,040 1,103,367 1,011,562 939,724
Premiums and net investment income 213,024 200,238 177,733 162,151 139,465
--------- --------- --------- --------- ---------
1,425,103 1,350,278 1,281,100 1,173,713 1,079,189
--------- --------- --------- --------- ---------
Operating and advertising expense
and cost of sales (4) 1,022,077 936,284 824,170 774,699 735,978
Benefits, losses and amortization of
deferred acquisition costs 171,254 168,363 144,303 130,168 115,969
Depreciation (5) 74,721 81,847 151,409 133,485 110,105
Interest expense 73,523 67,558 67,762 68,859 67,958
--------- --------- --------- --------- ---------
1,341,575 1,254,052 1,187,644 1,107,211 1,030,010
--------- --------- --------- --------- ---------
Pretax earnings from operations 83,528 96,226 93,456 66,502 49,179
Income tax expense (29,344) (35,832) (33,424) (19,853) (17,270)
--------- --------- --------- --------- ---------
Earnings from operations before
extraordinary loss on early
extinguishment of debt and
cumulative effect of change
in accounting principle 54,184 60,394 60,032 46,649 31,909
Extraordinary loss on early
extinguishment of debt, net (6) (2,319) - - (3,370) -
Cumulative effect of change in
accounting principle, net (7) - - - (3,095) -
--------- --------- --------- --------- ---------
Net earnings $ 51,865 60,394 60,032 40,184 31,909
========= ========= ========= ========= =========
Earnings from operations before
extraordinary loss on early
extinguishment of debt and cumulative
effect of change in accounting
principle per common share (2) (3) (8) $ 1.44 1.33 1.23 1.06 .83
Net earnings per common share (2) (3) (8) 1.35 1.33 1.23 .89 .83
Weighted average common shares
outstanding (2) (8) 25,479,651 35,736,335 38,190,552 38,664,063 38,664,063
Cash dividends declared:
Preferred stock 16,875 12,964 12,964 4,753 -
Common stock - - - 3,147 1,994
Ratio of earnings to fixed charges (1) 1.64 1.89 1.87 1.64 1.45
<PAGE> 15
Item 6. continued
<CAPTION>
AMERCO AND CONSOLIDATED SUBSIDIARIES
ITEM 6. SELECTED FINANCIAL DATA, continued
For the Years Ended March 31,
--------------------------------------------------------------------
1997 1996 1995 1994 1993
--------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total property, plant and
equipment, net $ 1,247,066 1,316,715 1,274,246 1,174,236 989,603
Total assets 2,718,994 2,823,407 2,605,989 2,344,442 2,024,023
Notes and loans payable 983,550 998,220 881,222 723,764 697,121
Stockholders' equity (8) 602,320 649,548 686,784 651,787 479,958
(1) For purposes of computing the ratio of earnings to fixed charges,
"earnings" consists of pretax earnings from operations plus total fixed
charges excluding interest capitalized during the period and "fixed
charges" consists of interest expense, preferred stock dividends,
capitalized interest, amortization of debt expense and discounts and one-
third of the Company's annual rental expense (which the Company believes
is a reasonable approximation of the interest factor of such rentals).
(2) Reflects the adoption of Statement of Position 93-6, "Employers'
Accounting for Employee Stock Ownership Plans".
(3) For the fiscal year ended March 31, 1997, 1996, 1995 and 1994, earnings
and net earnings per common share were computed after giving effect to
the dividends on the Company's Series A 8 1/2% preferred stock and Series
B floating rate stock for the fiscal year ended 1997.
(4) Reflects the adoption of Statement of Position 93-7, "Reporting on
Advertising Costs" during the year ended March 31, 1996.
(5) Reflects the change in estimated residual value during the year ended
March 31, 1996.
(6) See "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations".
(7) Reflects the adoption of Statement of Financial Accounting Standards No.
106, "Employers' Accounting for Postretirement Benefits other than
Pensions".
(8) Reflects the acquisiton of treasury shares acquired pursuant to the Shoen
Litigation as discussed in "Item 7. Managment's Discussion and Analysis
of Financial Condition and Results of Operations - Stockholder
Litigation".
</TABLE>
<PAGE> 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This report contains forward looking statements. Additional
written or oral forward looking statements may be made by the
Company from time to time in filings with the Securities and
Exchange Commission or otherwise. Such forward looking statements
are within the meaning of that term in Section 27A of the
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended. Such statements many include, but not be limited
to, projections of revenues, income, or loss, estimates of capital
expenditures, plans for future operations, products or services,
and financing needs or plans, as well as assumptions relating to
the foregoing. The words "believe", "expect", "anticipate",
"estimate", "project", and similar expressions identify forward looking
statements, which speak only as of the date the statement was made.
Forward looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified.
Future events and actual results could differ materially from those set forth
in, contemplated by, or underlying the forward looking statements. The
following disclosures, as well as other statements in the Company's report
and in the Notes to the Company's Consolidated Financial Statements, describe
factors, among others, that could contribute to or cause such differences,
or that could affect the Company's stock price.
General
For financial statement preparation, the Company's insurance
subsidiaries report on a calendar year basis while the Company
reports on a fiscal year basis ending March 31. Accordingly, with
respect to the Company's insurance subsidiaries, any reference to
the years 1996, 1995 and 1994 correspond to the Company's fiscal
years 1997, 1996 and 1995, respectively. There have been no events
related to such subsidiaries between January 1 and March 31 of
1997, 1996 or 1995 that would materially affect the Company's
consolidated financial position or results of operations as of and
for the fiscal years ended March 31, 1997, 1996 and 1995,
respectively.
Information on industry segments is incorporated by reference
to "Item 8. Financial Statements and Supplementary Data - Notes 1,
19 and 20 of Notes to Consolidated Financial Statements". The
notes discuss the principles of consolidation, summarized
consolidated financial information and industry segment and
geographic area data, respectively. In consolidation, all
intersegment premiums are eliminated and the benefits, losses and
expenses are retained by the insurance companies.
Results of Operations
Fiscal Year Ended March 31, 1997 Versus Fiscal Year Ended March 31, 1996
Moving and Storage Operations
Revenues consist of total rental and other revenue and net
sales.
Total rental and other revenue increased by $61.2 million,
approximately 6.3%, to $1,029.2 million in fiscal 1997. The
increase in net revenues resulted from growth in the rental of
moving-related equipment and self-storage market, which grew in the
aggregate by $40.6 million to $974.5 million, as compared to $933.9
million in fiscal 1996. Truck rental revenues growth was due to
improved utilization, an increase in the fleet size and higher
average dollars per transaction. Self-storage facilities rental
growth was positively impacted by additional rentable square
footage and higher management fees derived from storage facilities
managed for others. Other revenues increased in the aggregate by
$20.6 million. An increase in net gains from the sale of real
property of $10.1 million was the largest contributor to the
increase over the prior year for other revenues.
<PAGE> 17
Net sales revenues were $179.4 million in fiscal 1997, an increase of
3.2% as compared to fiscal 1996 net sales of $173.8 million. Revenue growth
from the sale of moving support items (i.e. boxes, etc.), propane and hitches
resulted in an $8.3 million increase during the year, offset by a $2.7 million
decrease in revenue from gasoline sales and outside repair income.
Cost of sales was $107.0 million in fiscal 1997, a decrease of 1.6% from
$108.7 million in fiscal 1996. A contributing factor towards the decrease was
a $4.9 million decrease in allowances for inventory shrinkage and other
inventory adjustments. Material costs from the sale of propane and hitches
increased by $3.7 million reflecting higher sales levels.
Operating expenses increased to $898.7 million in fiscal 1997 from
$821.3 million during fiscal 1996, an increase of 9.4%. An aggregate
increase in personnel, rental equipment maintenance and rental equipment
lease expense of $56.8 million contributed to the increase. Increased rental,
sales and repair activity increased personnel costs. Expansion of the rental
fleet and transactional growth resulted in higher rental equipment maintenance
costs. Increased leasing activity resulted in higher lease expense for
rental equipment. Advertising expense in fiscal 1997 declined by $7.0 million
to $31.9 million from $38.9 million in fiscal 1996. This decrease reflects a
one-time expense of $8.6 million recognized in fiscal 1996, due to the
adoption of Statement of Position 93-7. The Company had been deferring
yellow page directory costs and amortizing the costs over the life of
the directory. The Company is currently reviewing its implementation
procedures. All other operating expense categories increased in the aggregate
by $27.6 million to $232.0 million.
Depreciation expense in fiscal 1997 declined by $7.1 million
to $74.7 million from $81.8 million in the prior year. The decline
from the prior year is due to the increase in leasing activity and
the sale/leaseback of rental trailers in June 1996.
Property and Casualty
RWIC gross premium writings for the year ended December 31,
1996 were $167.8 million as compared to $174.2 million in 1995.
The rental industry market accounts for a significant share of
total premiums, 46.5% and 45.2% in 1996 and 1995, respectively.
These writings include U-Haul customers, fleetowners and U-Haul as
well as other rental industry insureds with similar characteristics.
RWIC continues underwriting reinsurance via broker markets. Premiums
in this area decreased during 1996 to $49.0 million, or 29.2% of total
gross premiums, from comparable 1995 figures of $50.1 million, or
28.7% of total premiums. This decrease can be primarily attributed
to inadequate pricing and market conditions. Premium writings in
selected general agency lines were 13.1% of total gross written premiums in
1996 as compared to 16.3% in 1995. This decrease resulted from a business
decision to withdraw from a regional commercial multiple peril market.
RWIC continued its direct multiple peril coverage of various commercial
properties and businesses during 1996. These premiums accounted for 10.7%
of the total gross written premium during the year ended December 31, 1996
as compared to 9.1% during 1995.
Net earned premiums increased $15.7 million, or 11.2%, to
$156.5 million for the year ended December 31, 1996, compared with
premiums of $140.8 million for the year ended December 31, 1995.
The premium increase was primarily due to increased earnings on the
rental industry and direct multiple peril markets, offset by
decreases in assumed broker market reinsurance and general agency lines.
<PAGE> 18
Underwriting expenses incurred were $170.8 million for the
year ended December 31, 1996, an increase of $19.9 million or 13.2%
over 1995. Comparable underwriting expenses incurred for 1995 were
$150.9 million. The increase is attributed to increased commission
expense and losses incurred. Commission expense at December 1995
was reduced by $9.0 million in order to realize a guaranteed margin
on a canceled general agency program with the Pace American Group
of Companies. Commission expense in 1996 includes a $2.0 million
allowance for doubtful accounts as a result of a settlement
agreement with the Receiver for American Bonding Company, which
provided for the return of $2.3 million of funds held as
collateral. Losses incurred increased in the rental industry
liability and broker market reinsurance segments, and was offset by
a decrease in the general agency lines. The ratio of underwriting
expenses to net earned premium was 1.09 in 1996 as compared to 1.07
in 1995.
Net investment income was $30.6 million for the year ended
December 31, 1996, an increase of 2.2% over 1995 net investment
income of $29.9 million. The marginal increase resulted from
enhanced yield provided by an increased investment in preferred
stock.
Income before tax expense was $18.3 million for the year ended
December 31, 1996, as compared to $21.4 million for the year ended
December 31, 1995. This represents a decrease of $3.1 million, or
14.5% over 1995. Increased premium earnings and investment income
were offset by a disproportionate increase in underwriting expenses
as discussed above.
Life Insurance
Premiums from Oxford's reinsurance lines before intercompany
eliminations were $20.3 million for the year ended December 31,
1996, an increase of $0.9 million or 4.6% over 1995 and accounted
for 73.0% of Oxford's premiums in 1996. These premiums are
primarily from matured term life insurance and deferred annuity
contracts. Increases in premiums are primarily from the
anticipated increase in annuitizations as a result of the maturing
of deferred annuities.
Premiums from Oxford's direct lines before intercompany
eliminations were $7.5 million in 1996, a decrease of $0.1 million
or 1.3% from the prior year. This decrease in direct premium is
primarily attributable to the credit life and credit accident and
health business ($5.2 million in premium). Oxford's direct
business related to group life and disability coverage issued to
employees of the Company accounted for approximately 7.9% of
premiums for the year ended December 31, 1996. Other direct lines,
including the credit business, accounted for approximately 19.1% of
Oxford's premiums in 1996.
Net investment income before intercompany eliminations was
$18.7 million and $16.5 million for the years ended December 31,
1996 and 1995, respectively. This increase is due to increasing
margins on the interest sensitive business. Gains (losses) on the
disposition of investments were $(0.4) million and $4.8 million for
1996 and 1995, respectively. Oxford reported $2.3 million and $6.8
million of other income for 1996 and 1995, respectively.
Benefits and expenses incurred were $38.3 million for the year
ended December 31, 1996, an increase of 1.3% over 1995. Comparable
benefits and expenses incurred for 1995 were $37.8 million. This
increase is primarily due to an increase in annuitizations on
maturing deferred annuities, partially offset by decreases in death
benefits and amortization of deferred acquisition costs.
Operating profit before tax and intercompany eliminations
decreased by $2.0 million, or approximately 15.9%, in 1996 to $10.6
million, primarily due to the realization of capital gains in 1995.
The decrease in operating profit was partially offset by larger
margins on Oxford's interest sensitive business in 1996.
Interest Expense
Interest expense increased by $5.9 million to $73.5 million in
fiscal 1997, as compared to $67.6 million in the prior year. The
increase resulted from higher average debt levels during fiscal
1997.
<PAGE> 19
Extraordinary Loss on Extinguishment of Debt
During the second quarter of fiscal 1997, the Company extinguished debt
of approximately $76.3 million by irrevocably placing cash into a trust of
U.S. Treasury securities to be used to satisfy scheduled payments of principal
and interest. The Company also extinguished $86.2 million of its long-term
notes originally due in fiscal 1997 through fiscal 1999. These transactions
resulted in an extraordinary loss of $2.3 million, net of tax of $1.4 million
($0.09 per share).
Results of Operations - Consolidated Group
As a result of the foregoing, pretax earnings from operations
of $83.5 million were realized in fiscal 1997, as compared to $96.2
million for fiscal 1996. After providing for income taxes and
extraordinary loss on early extinguishment of debt, net of tax; net
earnings for fiscal 1997 were $51.9 million, as compared to $60.4
million for the prior year.
Fiscal Year Ended March 31, 1996 Versus Fiscal Year Ended March 31, 1995
Moving and Storage Operations
Revenues consist of total rental and other revenue and net sales.
Total rental and other revenue increased by $40.2 million
(4.3%) to $968.0 million during fiscal 1996. The increase in net
revenues results from growth in the rental of moving related
equipment and self-storage facilities which increased in the
aggregate by $39.2 million to $933.9 million, as compared to $894.7
million for fiscal 1995. In excess of 53% of the rental revenue
growth was realized during the fourth quarter of fiscal 1996.
Moving related rental revenues benefited from transactional growth
(volume) within the rental fleet. Self-storage facilities rental
growth was positively impacted by an increase in same store rents
realized per rentable square foot, higher management fees derived
from storage facilities managed for others and additional rentable square
footage. Other revenues increased in the aggregate by $1.0 million.
Net sales revenues were $173.8 million for fiscal 1996, an
increase of approximately 2.1% from fiscal 1995 net sales of $170.2
million. Revenue growth from the sale of moving support items
(i.e., boxes, etc.), hitches and propane resulted in a $9.1 million
increase during the year, which was offset by a $1.2 million
decrease in revenue from gasoline sales consistent with the
Company's ongoing efforts to remove underground storage tanks and
gradually discontinue gasoline sales. Other sales decreased by
$5.2 million due to the sale of discontinued repair parts during
the fourth quarter of fiscal 1995.
Cost of sales was $108.7 million for fiscal 1996, an increase
of 16.2% from $93.5 million for fiscal 1995. This increase in cost
of sales reflects a $7.0 million increase in material costs from
the sale of moving support items, hitches and propane as a result
of higher sales levels and an $8.1 million increase in allowances
for inventory shrinkage and other inventory adjustments.
Operating expenses increased to $821.3 million during fiscal
1996 from $723.9 million during fiscal 1995, an increase of 13.5%.
Increased rental equipment maintenance costs of $53.6 million were
related to rental fleet expansion and transactional growth.
Increased personnel costs of $16.8 million were due to the increase
in rental, sales and repair activity. Advertising expense increased
to $38.9 million during fiscal 1996 from $29.1 million for fiscal
1995. The increase primarily reflects a one-time expense of $8.6
million recognized during the first quarter of fiscal 1996, due to
the adoption of Statement of Position 93-7 which requires immediate
recognition of advertising costs not qualifying as direct-response.
All other operating expense categories increased in the aggregate
by $17.2 million, 6.7%, to $273.5 million.
<PAGE> 20
Depreciation expense for fiscal 1996 was $81.8 million, as
compared to $151.4 million for fiscal year 1995. During the third
and fourth quarters of fiscal 1996, based on the Company's in-depth
market analysis, the Company increased the estimated residual value
of certain rental trucks. The effect of the change in estimate
reduced depreciation expense for fiscal 1996 by $71.4 million
($35.7 million during the third quarter, $26.6 million during the
fourth quarter for the fourth quarter change and $9.1 million
during the fourth quarter for the third quarter change). The effect of the
change increased net income for fiscal year 1996 by $44.4 million.
Property and Casualty
RWIC gross premium writings for the year ended December 31,
1995 were $174.2 million as compared to $179.2 million in 1994. As
in prior years, the rental industry market accounts for a
significant share of total premiums, approximately 45.2% and 42.8%
in 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
reinsurance via broker markets. Premiums in this area decreased in
1995 to $50.1 million, or 28.7% of total gross premiums, from
comparable 1994 figures of $58.3 million, or 32.5% of total
premiums. This decrease can be primarily attributed to RWIC
electing not to renew several treaties because of inadequate
pricing or terms. Also contributing to the decrease was the
discontinuation of a significant fronting arrangement. Premium
writings in selected general agency lines were 16.3% of total gross
written premiums in 1995 as compared to a 15.1% 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 9.1% of the total gross written
premium during the year ended December 31, 1995.
Net earned premiums increased $7.4 million, or 5.6%, to $140.8
million for the year ended December 31, 1995, compared with
premiums of $133.4 million for the year ended December 31, 1994.
This increase was primarily due to increased earnings on the
assumed treaty reinsurance business and the expanded commercial
coverage discussed above, offset by decreased premiums on canceled
agent programs and rental industry liability lines.
Underwriting expenses incurred were $150.9 million for the
twelve months ended December 31, 1995, an increase of $8.8 million
or 6.2% over 1994. The increase occurred in incurred loss and loss
adjusting expense, offset by decreased commissions expense. The
change in incurred loss and loss adjusting expense resulted from
increases on general agency, rental industry liability and assumed
treaty reinsurance, partially offset by improved underwriting
results in other programs. The decrease in commission expense
resulted from an adjustment made to realize a guaranteed margin on
a canceled general agency program. The ratio of underwriting
expenses to net earned premium remained the same, 1.07, in both
1995 and 1994.
Net investment income was $29.9 million for the year ended
December 31, 1995, an increase of 3.1% over 1994 net investment
income of $29.0 million. The increase is the result of favorable
interest rates along with a larger portfolio due to growth in
business.
Income before tax expense was $21.4 million as compared to
$23.2 million for the year ended December 1994. This represents a
decrease of $1.8 million, or 7.8% over 1994. Increased premium
earnings and investment income were offset by a disproportionate
increase in underwriting expenses as discussed above.
Life Insurance
Premiums from Oxford's reinsurance lines before intercompany
eliminations were $19.4 million for the year ended December 31,
1995, an increase of $2.0 million or approximately 11.5% over 1994
and accounted for 71.8% of Oxford's premiums in 1995. These
premiums are primarily from term life insurance and deferred
annuity contracts that have matured. Increases in premiums are
primarily from the anticipated increase in annuitizations as a
result of the maturing of deferred annuities and from additional
production in the credit life and credit accident and health
business.
<PAGE> 21
Premiums from Oxford's direct lines before intercompany
eliminations were $7.6 million in 1995, an increase of $1.4 million
or 22.6% from the prior year. This increase in direct premium is
primarily attributable to the credit life and credit accident and
health business ($5.6 million in premium). Oxford's direct
business related to group life and disability coverage issued to
employees of the Company accounted for approximately 7.2% of
premiums for the year ended December 31, 1995. Other direct lines,
including the credit business, accounted for approximately 21.0% of
Oxford's premiums in 1995.
Net investment income before intercompany eliminations was
$16.5 million and $14.1 million for the years ended December 31,
1995 and 1994, respectively. This increase is due to increasing
margins on the interest sensitive business. Gains on the
disposition of fixed maturity investments were $4.8 million and
$1.3 million for 1995 and 1994, respectively. Oxford reported $2.0
million and $1.9 million of other income for 1995 and 1994,
respectively.
Benefits and expenses incurred were $37.8 million for the year
ended December 31, 1995, an increase of 21.9% over 1994.
Comparable benefits and expenses incurred for 1994 were $31.0
million. This increase is primarily due to disability, credit life
and credit 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 the disposition of
fixed maturities.
Operating profit before intercompany eliminations increased by
$2.9 million, or approximately 29.9%, in 1995 to $12.6 million,
primarily due to the increasing margins on the interest sensitive
business and gains on the disposition of fixed maturity
investments, which were partially offset by the increase in the
amortization of deferred acquisition costs.
Interest Expense
Interest expense decreased by $0.2 million to $67.6 million in
fiscal 1996, as compared to $67.8 million in fiscal 1995. Despite
average debt levels increasing, interest expense declined
reflecting a reduction in the average cost of funds.
Results of Operations - Consolidated Group
As a result of the foregoing, pre-tax earnings of $96.2
million were realized in fiscal 1996 as compared to $93.5 million
in fiscal 1995. After providing for income taxes, net earnings for
fiscal 1996 were $60.4 million as compared to $60.0 million for the
same period of the prior year.
<PAGE> 22
Quarterly Results
The following table presents unaudited quarterly results for
the eight quarters in the period beginning April 1, 1995 and ending
March 31, 1997. The Company believes that all necessary
adjustments have been included in the amounts stated below to
present fairly, and in accordance with generally accepted
accounting principles, the selected quarterly information when read
in conjunction with the consolidated financial statements
incorporated herein by reference. The Company's U-Haul moving and
storage operations are seasonal and proportionally more of the
Company's revenues and net earnings from its U-Haul moving and
storage operations 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 (in thousands except per share data).
Quarter Ended
----------------------------------------------
Jun 30 Sep 30 Dec 31 Mar 31
1996 1996 1996 1997
----------------------------------------------
Total revenues $ 379,192 417,223 320,583 308,105
Earnings from operations
before extraordinary loss
on early extinguishment
of debt (6) - 39,741 (9,538) -
Net earnings (loss) (4) (6) 40,005 37,737 (9,853) (16,024)
Weighted average common
shares outstanding (2) (5) 32,015,301 27,675,192 20,359,873 21,868,241
Earnings from operations
before extraordinary loss
on early extinguishment
of debt per common share (6) - 1.29 (0.72) -
Net earnings (loss) per
common share (1) (2) (5) (6) 1.15 1.22 (0.74) (0.97)
Quarter Ended
----------------------------------------------
Jun 30 Sep 30 Dec 31 Mar 31
1995 1995 1995 1996
----------------------------------------------
Total revenues $ 348,698 389,861 313,063 298,656
Net earnings (loss) (3) (4) 15,177 35,332 7,701 2,184
Weighted average common
shares outstanding (2) (5) 37,958,426 37,931,825 36,796,961 32,554,458
Net earnings (loss) per
common share (1) (2) 0.31 0.85 0.13 (0.04)
_______________
(1) Net earnings (loss) per common share amounts were computed
after giving effect to the dividends on the Company's Preferred Stock.
(2) Reflects the adoption of Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plan".
(3) Reflects the adoption of Statement of Position 93-7, "Reporting
on Advertising Costs" in the first quarter of fiscal 1996.
(4) Reflects the change in estimated residual value during the
third and fourth quarters of fiscal 1996.
(5) Reflects the acquisition of treasury shares acquired pursuant
to the Shoen Litigation as discussed in "Item 7. Management's Discussion
and Analysis of Financial condition and Results of Operations-Stockholder
Litigation".
(6) During second quarter of fiscal 1997, the Company extinguished
$76.3 million of debt and $86.2 million of its long-term notes originally
due in fiscal 1997 through fiscal 1999. This resulted in an extraordinary
loss of $2.3 million, net of tax of $1.4 million ($0.09 per share).
<PAGE> 23
Liquidity and Capital Resources
Moving and Storage Operations
To meet the needs of its customers, U-Haul must maintain a
large inventory of fixed asset rental items. At March 31, 1997,
net property, plant and equipment represented 68.9% of total U-Haul
assets and 45.8% of consolidated assets. In fiscal 1997, capital
expenditures were $203.9 million as compared to $291.1 million in
fiscal 1996, reflecting expansion of the rental fleet in both
periods, purchase of trucks previously leased and real property
acquisitions. The capital needs required to fund these
acquisitions were funded with internally generated funds from
operations and the proceeds of equity, debt and lease financings.
Cash flows from operating activities were $156.7 million in
fiscal 1997, as compared to $146.6 million and $178.0 million in
fiscal 1996 and 1995, respectively. The increase from the prior
year is due to payoffs of mortgage receivables offset by higher
operating expenses.
Property and Casualty
Cash flows from operating activities were $15.0 million, $31.0
million and $28.8 million for the years ended December 31, 1996,
1995 and 1994, respectively. The change is due to decreased
unearned premium reserve, temporary increases in paid losses
recoverable and due from affiliates and a smaller increase in loss
and expense reserves than for the year ended December 31, 1995.
These decreases in cash were offset by a decrease in accounts
receivable.
RWIC's cash and cash equivalents and short-term investment
portfolio were $30.8 and $10.5 million at December 31, 1996 and
1995, respectively. This level of liquid assets, combined with
budgeted cash flow, is adequate to meet periodic needs. The
balances reflect funds in transition from maturity proceeds to long-
term investments, as well as funds for an investment in a Texas-
based self-storage corporation, made in February 1997, in which
RWIC invested $13.5 million in exchange for a 27.3% limited
partnership interest. The structure of the long-term portfolio is
designed to match future liability cash needs. Capital and
operating budgets allow RWIC to schedule cash needs in accordance
with investment and underwriting proceeds.
RWIC maintains a diversified securities investment portfolio,
primarily in bonds at varying maturity levels with 97.6% of the
fixed-income securities consisting 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 99.4% of total
liabilities.
Stockholder's equity increased 2.2% from $188.2 million at
December 31, 1995 to $192.3 million at December 31, 1996. 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 dividends of $6.7
million in December 1996 to its parent.
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. With respect to RWIC, such amount is $1.0 million. 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.
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
<PAGE> 24
consideration. Benefit and claim statistics are continually
monitored to provide projections of future cash requirements.
Cash provided by operating activities was $16.5 million, $9.0
million and $15.2 million for the years ended December 31, 1996,
1995 and 1994, respectively. In 1996, cash flows provided (used)
by financing activities were $(10.0) million. During 1995 and
1994, cash flows provided by financing activities were $87.9
million and $1.1 million, respectively. Cash flows from deferred
annuity sales increase investment contract deposits, which are a
component of financing activities, as well as an increase in the
purchase of fixed maturities which are a component of investing
activities. In addition to cash flows from operating and financing
activities, a substantial amount of liquid funds is available
through Oxford's short-term portfolio. At December 31, 1996 and
1995, short-term investments aggregated $4.5 million and $10.8
million, respectively. In February 1997, Oxford invested $11.0
million for a 22.2% limited partnership in a Texas-based self-
storage corporation. Management believes that the overall sources
of liquidity will continue to meet foreseeable cash needs.
Stockholder's equity of Oxford decreased to $75.3 million in
1996 from $106.2 million in 1995. During 1996, Oxford paid cash
dividends of $33.9 million to its parent.
Applicable laws and regulations of the State of Arizona
require the Company's insurance subsidiaries to maintain minimum
capital and surplus determined in accordance with statutory
accounting practices. With respect to Oxford, such amount is $0.6
million. In addition, the amount of dividends that can be paid to
shareholders by insurance companies domiciled in the State of
Arizona is limited. Any dividend in excess of the limit requires
prior regulatory approval. Statutory surplus which can be
distributed as dividends without regulatory approval is zero at
December 31, 1996. Any 1997 dividend requires prior regulatory
approval.
Consolidated Group
During each of the fiscal years ending March 31, 1998, 1999
and 2000, U-Haul estimates gross capital expenditures will range
from $250-$300 million as a result of acquisitions for the rental
fleet and self-storage locations. This level of capital
expenditures, combined with an average of approximately $75 million
in annual long-term debt maturities during this same period, are
expected to create annual average funding needs of approximately
$325-$375 million. Management estimates that U-Haul will fund
between 70% and 88% with internally generated funds, including
proceeds from the disposition of older trucks and other asset
sales. The remainder of the required capital expenditures will be
financed either through lease fundings, credit facilities, new debt
placements or 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 March 31, 1997, the Company had
$983.6 million in total notes and loans payable outstanding and
unutilized committed lines of credit of approximately $490.0
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. At March 31, 1997, the Company was in
compliance with these covenants.
The Company is further restricted 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 any subsidiary
<PAGE> 25
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.
Stockholder Litigation
On October 1, 1996, the Company paid the last portion of a
total of approximately $448.1 million to the plaintiffs (non-
management members of the Shoen family and their affiliates) in
full settlement of a long-standing legal dispute involving the
Shoen family and related to control of the Company. As a result,
the plaintiffs that owned AMERCO stock were required to transfer
all of their shares of Common Stock to the Company. The total
number of shares transferred was 18,254,976.
An issue remains regarding whether or not the plaintiffs are
entitled to statutory post-judgment interest at the rate of ten
percent (10%) per year from February 21, 1995 (the date the
Director-Defendants filed for protection under Chapter 11) until
the judgment was satisfied. On July 19, 1996, the bankruptcy
court ruled the plaintiffs are entitled to such interest. The
Director-Defendants and the Company have appealed the court's
decision. The Company has deposited approximately $48.2 million
into an escrow account to secure payment of the disputed interest,
pending final resolution of this issue (including all appeals by
either side). If the interest issue is decided adversely to the
Company and the Director-Defendants, the amount deposited into the
escrow account will be transferred to the plaintiffs. The ultimate
outcome of this issue will not have the effect of increasing or
decreasing the Company's net income, but could reduce stockholders'
equity.
The Company has deducted for income tax purposes approximately
$324.0 million of the payments made to the plaintiffs. While the
Company believes that such income tax deductions are appropriate,
there can be no assurance that such deductions ultimately will be
allowed in full.
Other
On April 1, 1995, the Company implemented Statement of
Position 93 - 7, "Reporting on Advertising Costs", 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. Upon
implementation, the Company recognized additional advertising
expense of $8,647,000 for advertising costs not qualifying as
direct-response. The adoption had the effect of reducing net
income by $5,474,000 ($0.15 per share) for the year ended March
31, 1996. The Company is currently reviewing its implementation
procedures.
Other pronouncements issued by the Financial Accounting
Standards Board adopted during the year are not material to the
consolidated financial statements of the Company. Further,
pronouncements with future effective dates are either not
applicable or not material to the consolidated financial statements
of the Company.
The Company has conducted a review of its computer systems to
identify those areas that could be affected by the "Year 2000"
issue and is developing an implementation plan to resolve the
issue. The Company presently believes, with modification to
existing software and converting to new software, the Year 2000
problem will not pose significant operational problems and is not
anticipated to be material to its financial position or results of
operations in any given year.
Impact of Inflation
Inflation has had no material financial effect on the Company's
results of operations in the years discussed.
<PAGE> 26
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Accountants and Consolidated
Financial Statements of the Company, including the notes to such
statements and the related schedules, are set forth on pages 30
through 81 and are hereby incorporated herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNT
ING AND FINANCIAL DISCLOSURE
The Registrants have had no disagreements with their
independent accountant in regard to accounting and financial
disclosure matters and have not changed their independent
accountant during the two most recent fiscal years.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Information regarding (i) directors and executive officers of
the Company is set forth under the captions "Election of
Directors", "Executive Officers of the Company", and "Shoen
Litigation" and (ii) compliance with Section 16(a) is set forth
under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's Proxy Statement relating to the 1997
Annual Meeting of Stockholders (the "1997 Proxy Statement")
incorporated by reference into this Form 10-K Report, which will be
filed with the Securities and Exchange Commission in accordance
with Rule 14a-6 promulgated under the Securities Exchange Act of
1934, as amended. With the exception of the foregoing information
and other information specifically incorporated by reference into
this report, the 1997 Proxy Statement is not being filed as a part
hereof.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive compensation is set forth
under the caption "Executive Compensation" in the 1997 Proxy
Statement, which information is incorporated herein by reference;
provided, however, that the "Board Report on Executive
Compensation" and the "Performance Graph" contained in the 1997
Proxy Statement are not incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial
owners and management is set forth under the caption "Security
Ownership of Certain Beneficial Owners and Management" in the 1997
Proxy Statement, which information is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related
transactions of management is set forth under the captions "Certain
Relationships and Related Transactions" and "Shoen Litigation" in
the 1997 Proxy Statement, which information is incorporated herein
by reference.
<PAGE> 27
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
Page No.
--------
1. Financial Statements
Report of Independent Accountants 30
Consolidated Balance Sheets -
March 31, 1997 and 1996 31
Consolidated Statements of Earnings -
Years ended March 31, 1997, 1996 and 1995 33
Consolidated Statements of Changes in Stockholders'
Equity - Years ended March 31, 1997, 1996 and 1995 34
Consolidated Statements of Cash Flows - Years ended
March 31, 1997, 1996 and 1995 36
Notes to Consolidated Financial Statements 38
2. Additional Information
Summary of Earnings of Independent Trailer Fleets 74
Notes to Summary of Earnings of Independent
Trailer Fleets 75
3. Financial Statement Schedules required to be filed
by Item 8 and Paragraph (d) of this Item 14
Condensed Financial Information of Registrant --
Schedule I 77
Supplemental Information (For Property-Casualty
Insurance Underwriters) -- Schedule V 81
All other schedules are omitted as the required information is
not applicable or the information is presented in the financial
statements or related notes thereto.
(b) No report on Form 8-K has been filed during the last quarter
of the period covered by this report.
<PAGE> 28
(c) Exhibits
Exhibit No. Description
----------- -----------
2.1 Order Confirming Plan (1)
2.2 Second Amended and Restated Debtor's Plan of
Reorganization Proposed by Edward J. Shoen (1)
3.1 Restated Articles of Incorporation (2)
3.2 Restated By-Laws of AMERCO as of August 27, 1996 (3)
4.1 Debt Securities Indenture (1)
4.2 First Supplemental Indenture, Dated as of May 6, 1996 (4)
4.3 Stockholders Rights Plan (5)
4.4 AMERCO Stock Option and Incentive Plan(5)
10.1 AMERCO Employee Savings, Profit Sharing and
Employee Stock Ownership Plan (5)
10.2 U-Haul Dealership Contract (5)
10.3 Share Repurchase and Registration Rights Agreement (5)
10.4 Share Repurchase and Registration Rights Agreement (5)
10.5 ESOP Loan Credit Agreement (6)
10.6 ESOP Loan Agreement (6)
10.7 Trust Agreement for the AMERCO Employee Savings,
Profit Sharing and Employee Stock Ownership Plan(6)
10.8 Amended Indemnification Agreement (6)
10.9 Indemnification Trust Agreement (6)
10.10 Promissory Note between SAC Holding Corporation
and a subsidiary of AMERCO
10.11 Promissory Notes between Four SAC Self-Storage Corporation
and a subsidiary of AMERCO
10.12 Management Agreement between Three SAC Self-Storage
Corporation and a subsidiary of AMERCO
10.13 Management Agreement between Four SAC Self-Storage
Corporation and a subsidiary of AMERCO
10.14 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(8)
10.15 Full and Final Release of All Claims, dated September 19,
1995, executed by Maran, Inc., Mary Anna Shoen Eaton and
Timothy Eaton (8)
10.16 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 (8)
10.17 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 (8)
10.18 Agreement, dated October 17, 1995, among AMERCO,
Edward J. Shoen, James P. Shoen, Aubrey K. Johnson,
John M. Dodds and William E. Carty (8)
10.19 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 (8)
10.20 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 (8)
10.21 Settlement Agreement with Paul F. Shoen (9)
10.22 Series B Preferred Stock Purchase Agreement, dated as of
August 30, 1996 (3)
10.23 Side Agreement, dated as of October 29, 1996(3)
10.24 Settlement Agreement, dated October 15, 1996 between
L.S. Shoen and AMERCO
12 Statements Re: Computation of Ratios
21 Subsidiaries of AMERCO
<PAGE> 29
c. Exhibits, continued
23 Consent of Independent Accountants
27 Financial Data Schedule
________________
(1) Incorporated by reference to the Company's Registration
Statement on Form S-3, Registration no. 333-1195.
(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.
(3) Incorporated by reference to the Company Quarterly Report on
Form 10-Q for the quarter ended September 30, 1996, file no.
0-7862.
(4) Incorporated by reference to the Company's Current Report on
Form 8-K, dated May 6, 1996.
(5) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended March 31, 1993, file no. 0-7862.
(6) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended March 31, 1990, file no. 0-7862.
(7) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994, file no.
0-7862.
(8) Incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1995, file no.
0-7862.
(9) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended March 31, 1995, file no. 0-7862.
<PAGE> 30
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors
and Stockholders of AMERCO
In our opinion, the consolidated financial statements listed in the
index appearing under Item 14(a)(1) and (3) on page 27 present
fairly, in all material respects, the financial position of AMERCO
and its subsidiaries at March 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years in
the period ended March 31, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for advertising costs in
fiscal 1996.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The Summary of
Earnings of Independent Trailer Fleets included on pages 74 through
76 of this Form 10-K is presented for purposes of additional
analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
Phoenix, Arizona
June 23, 1997
<PAGE> 31
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
March 31,
Assets 1997 1996
---------------------
(in thousands)
Cash and cash equivalents $ 41,752 31,168
Receivables 238,523 340,564
Inventories 65,794 45,891
Prepaid expenses 17,264 16,415
Investments, fixed maturities 859,694 879,702
Investments, other 127,306 126,555
Deferred policy acquisition costs 48,598 49,995
Other assets 72,997 16,402
---------------------
Property, plant and equipment, at cost:
Land 209,803 212,593
Buildings and improvements 814,744 769,380
Furniture and equipment 199,126 188,734
Rental trailers and other rental
equipment 148,807 256,411
Rental trucks 947,911 968,131
General rental items 21,600 24,197
---------------------
2,341,991 2,419,446
Less accumulated depreciation 1,094,925 1,102,731
---------------------
Total property, plant and equipment 1,247,066 1,316,715
---------------------
$ 2,718,994 2,823,407
=====================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 32
Liabilities and Stockholders' Equity 1997 1996
---------------------
(in thousands)
Liabilities:
Accounts payable and accrued
expenses $ 131,099 151,754
Notes and loans 983,550 998,220
Policy benefits and losses, claims
and loss expenses payable 469,134 483,561
Liabilities from premium deposits 433,397 410,787
Cash overdraft 23,606 32,159
Other policyholders' funds and
liabilities 30,966 25,713
Deferred income 35,247 2,926
Deferred income taxes 9,675 68,739
---------------------
Stockholders' equity:
Serial preferred stock, with or
without par value, 50,000,000
shares authorized -
Series A preferred stock, with no par
value, 6,100,000 shares authorized;
6,100,000 shares issued and
outstanding as of March 31, 1997
and 1996 - -
Series B preferred stock, with no par
value, 100,000 shares authorized;
100,000 shares issued and
outstanding as of March 31, 1997,
none issued and outstanding as of
March 31, 1996 - -
Serial common stock, with or without
par value, 150,000,000 shares
authorized -
Series A common stock of $0.25 par
value, 10,000,000 shares
authorized; 5,762,495 shares
issued as of March 31, 1997 and 1996 1,441 1,441
Common stock of $0.25 par value,
150,000,000 shares authorized;
36,487,505 and 34,237,505 shares
issued as of March 31, 1997 and
1996, respectively 9,122 8,559
Additional paid-in capital 337,933 165,756
Foreign currency translation
adjustment (14,133) (11,877)
Unrealized gain on investments 4,411 11,097
Retained earnings 644,009 609,019
---------------------
982,783 783,995
Less:
Cost of common shares in treasury, net
(19,635,913 and 7,209,077 shares
as of March 31, 1997 and 1996,
respectively) 359,723 111,118
Unearned employee stock
ownership plan shares 20,740 23,329
---------------------
Total stockholders' equity 602,320 649,548
Contingent liabilities and commitments
---------------------
$ 2,718,994 2,823,407
=====================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 33
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Earnings
Years ended March 31,
1997 1996 1995
----------------------------------
(in thousands except per share data)
Revenues
Rental and other revenue $ 1,032,697 976,234 933,163
Net sales 179,382 173,806 170,204
Premiums 163,603 154,249 135,648
Net investment income 49,421 45,989 42,085
----------------------------------
Total revenues 1,425,103 1,350,278 1,281,100
Costs and expenses
Operating expense 915,102 827,622 730,685
Cost of sales 106,975 108,662 93,485
Benefits and losses 154,761 151,232 133,407
Amortization of deferred
acquisition costs 16,493 17,131 10,896
Depreciation 74,721 81,847 151,409
Interest expense 73,523 67,558 67,762
----------------------------------
Total costs and
expenses 1,341,575 1,254,052 1,187,644
Pretax earnings
from operations 83,528 96,226 93,456
Income tax expense (29,344) (35,832) (33,424)
----------------------------------
Earnings from operations before
extraordinary loss on early
extinguishment of debt 54,184 60,394 60,032
Extraordinary loss on early
extinguishment of debt, net (2,319) - -
----------------------------------
Net earnings $ 51,865 60,394 60,032
==================================
Earnings per common share:
Earnings from operations
before extraordinary loss
on early extinguishment of
debt $ 1.44 1.33 1.23
Extraordinary loss on early
extinguishment of debt, net (0.09) - -
----------------------------------
Net earnings $ 1.35 1.33 1.23
==================================
Weighted average common
shares outstanding 25,479,651 35,736,335 38,190,552
==================================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 34
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Years ended March 31,
1997 1996 1995
---------------------------
(in thousands)
Series A common stock of $0.25 par
value: 10,000,000 shares
authorized, 5,762,495 shares issued
in 1997, 1996 and 1995
Beginning of year $ 1,441 1,441 1,438
Exchange for Series A common
stock - - 871
Exchange for common stock - - (868)
---------------------------
End of year 1,441 1,441 1,441
---------------------------
Common stock of $0.25 par value:
150,000,000 shares authorized in
1997, 1996 and 1995, 36,487,505
shares issued in 1997, 34,237,505
in 1996 and 1995
Beginning of year 8,559 8,559 8,562
Issuance of common stock 563 - -
Exchange for Series A common
stock - - (871)
Exchange for common stock - - 868
---------------------------
End of year 9,122 8,559 8,559
---------------------------
Additional paid-in capital:
Beginning of year 165,756 165,675 165,651
Issuance of preferred stock 98,546 - -
Issuance of common stock 73,146 - -
Issuance of common shares under
leveraged employee stock
ownership plan 485 81 24
---------------------------
End of year 337,933 165,756 165,675
---------------------------
Foreign currency translation:
Beginning of year (11,877) (12,435) (11,152)
Change during year (2,256) 558 (1,283)
---------------------------
End of year (14,133) (11,877) (12,435)
---------------------------
Unrealized gain (loss) on
investments:
Beginning of year 11,097 (6,483) 679
Change during year (6,686) 17,580 (7,162)
---------------------------
End of year 4,411 11,097 (6,483)
---------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 35
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity,
continued
Years ended March 31,
1997 1996 1995
---------------------------
(in thousands)
Retained earnings:
Beginning of year 609,019 561,589 514,521
Net earnings 51,865 60,394 60,032
Preferred stock dividends paid:
Series A ($2.13 per share for
1997, 1996 and 1995) (12,964) (12,964) (12,964)
Series B ($39.11 per share
for 1997) (3,911) - -
---------------------------
End of year 644,009 609,019 561,589
---------------------------
Less Treasury stock:
Beginning of year 111,118 10,461 10,461
Net increase (12,426,836 shares
in 1997, 5,873,140 shares in
1996) 248,605 100,657 -
---------------------------
End of year 359,723 111,118 10,461
---------------------------
Less Unearned employee stock
ownership plan shares:
Beginning of year 23,329 21,101 17,451
Increase in loan 2 4,576 5,672
Repayments from loan (2,591) (2,348) (2,022)
---------------------------
End of year 20,740 23,329 21,101
---------------------------
Total stockholders' equity $ 602,320 649,548 686,784
===========================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 36
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended March 31,
1997 1996 1995
----------------------------
(in thousands)
Cash flows from operating
activities:
Net earnings $ 51,865 60,394 60,032
Depreciation and amortization 94,364 102,427 163,890
Provision for losses on accounts
receivable 3,465 4,492 4,958
Net (gain) loss on sale of real
and personal property (7,979) 2,142 (3,390)
Gain on sale of investments (728) (5,172) (868)
Changes in policy liabilities
and accruals (403) 20,010 32,489
Additions to deferred policy
acquisition costs (13,065) (21,507) (12,119)
Net change in other operating
assets and liabilities 60,662 24,056 (22,848)
----------------------------
Net cash provided by operating
activities 188,181 186,842 222,144
Cash flows from investing
activities:
Purchases of investments:
Property, plant and equipment (203,943) (291,057) (434,992)
Fixed maturities (189,763) (332,155) (186,000)
Preferred stock (10,875) - -
Real estate - (8,127) (11,576)
Mortgage loans (38,339) (10,560) (107,571)
Proceeds from sales of
investments:
Property, plant and equipment 240,787 165,490 185,098
Fixed maturities 206,995 190,846 192,428
Preferred stock 59 - -
Real estate 934 2,749 927
Mortgage loans 38,906 29,447 18,535
Changes in other investments 5,402 9,169 (12,327)
-----------------------------
Net cash provided (used) by
investing activities 50,163 (244,198) (355,478)
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 37
AMERCO AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
Years ended March 31,
1997 1996 1995
----------------------------
(in thousands)
Cash flows from financing
activities:
Net change in short-term
borrowings (347,000) 84,500 178,750
Proceeds from notes 562,300 140,141 68,845
Debt issuance costs (6,240) (1,663) (1,422)
Loan to leveraged Employee Stock
Ownership Plan (2) (4,576) (5,672)
Repayments from leveraged Employee
Stock Ownership Plan loan 2,591 2,348 2,022
Principal payments on notes (229,970) (107,643) (90,137)
Issuance of preferred stock 98,546 - -
Issuance of common stock 73,709 - -
Extraordinary loss on early
extinguishment of debt, net (2,319) - -
Net change in cash overdraft (8,553) 796 4,804
Preferred stock dividends paid (16,875) (12,964) (12,964)
Treasury stock acquisitions, net (248,605) (100,657) -
Deferred tax-treasury stock (80,997) (34,938) -
Investment contract deposits 81,678 163,423 65,386
Investment contract withdrawals (57,789) (75,529) (59,434)
Escrow deposit (48,234) - -
----------------------------
Net cash provided (used) by
financing activities (227,760) 53,238 150,178
----------------------------
Increase (decrease) in cash
and cash equivalents 10,584 (4,118) 16,844
Cash and cash equivalents at
beginning of year 31,168 35,286 18,442
----------------------------
Cash and cash equivalents at
end of year $ 41,752 31,168 35,286
============================
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE> 38
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
AMERCO, a Nevada corporation (the Company), is the holding
company for U-Haul International, Inc. (U-Haul), Amerco Real Estate
Company (AREC), Republic Western Insurance Company (RWIC) and Oxford
Life Insurance Company (Oxford). All references to a fiscal year
refer to the Company's fiscal year ended March 31 of that year.
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 have been eliminated.
The operating results and financial position of AMERCO's
consolidated insurance operations are determined as of December 31 of
each year. There were no effects related to intervening events
between January 1 and March 31 of 1997, 1996 or 1995 that would
materially affect the consolidated financial position or results of
operations for the financial statements presented herein. See Note 19
of Notes to Consolidated Financial Statements for additional
information regarding the insurance subsidiaries.
DESCRIPTION OF BUSINESS
Moving and self-storage operations consist of the rental of
trucks, automobile-type trailers and self-storage space to the do-it-
yourself mover under the registered tradename U-Haulr throughout the
United States and Canada. Additionally, the Company sells related
products (such as boxes, tape and packaging materials). AREC owns the
majority of the Company's real estate assets, including the Company's
Center and Storage locations. AREC has responsibility for actively
marketing properties available for sale or lease. AREC is also
responsible for managing any environmental risks associated with the
Company's real estate.
RWIC originates and reinsures property and casualty type insurance
products for various market participants, including independent third
parties, the Company's customers and the Company. RWIC's principal
strategy is to capitalize on its knowledge of insurance products aimed
at the moving and rental markets.
Oxford originates and reinsures life, health and annuity type
insurance products and administers the Company's self-insured employee
health plan.
RWIC and Oxford have been consolidated on the basis of calendar
years ended December 31. Accordingly, all references to the years
1996, 1995 and 1994 correspond to the Company's fiscal years 1997, 1996
and 1995, respectively.
FOREIGN CURRENCY
The consolidated financial statements include the accounts of U-
Haul Co. (Canada) Ltd., a subsidiary of the Company.
Assets and liabilities, denominated in currencies other than U.S.
dollars, are translated to U.S. dollars at the exchange rate as of the
balance sheet date. Income and expense amounts are translated at the
average exchange rate during the fiscal year. The related translation
gains or losses are included as a separate component of shareholders'
equity.
<PAGE> 39
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers liquid investments with an original
maturity of three months or less to be cash equivalents.
RECEIVABLES
Accounts receivable of RWIC and Oxford include premiums and
agents' balances due, net of commissions payable and amounts due from
ceding reinsurers. Accounts receivable of RWIC and Oxford are reduced
by amounts considered by management to be uncollectible. Accounts
receivable of the Company's moving and storage subsidiaries include
mortgage and other notes receivable and trade accounts receivable.
Accounts receivable are reduced by amounts considered by management to
be uncollectible based on historical collection loss experience and a
review of the current status of existing receivables by the Company's
rental subsidiaries.
INVENTORIES
Inventories are primarily valued at the lower of cost or market.
Cost is determined using the LIFO (last-in, first-out) method.
INVESTMENTS
Fixed maturities consist of bonds and redeemable preferred stocks
which are classified as held-to-maturity or available-for-sale. Fixed
maturity investments classified as held-to-maturity are recorded at
cost adjusted for the amortization of premiums or accretion of
discounts while those classified as available-for-sale are recorded at
fair value with unrealized gains or losses reported on a net basis as
a separate component of shareholders' equity. Gains and losses on the
sale of securities classified as available-for-sale are reported as a
component of revenues using the specific identification method. The
Company does not currently maintain a trading portfolio. Mortgage
loans on real estate held by the insurance subsidiaries are carried at
unpaid balances, net of allowance for possible losses and any
unamortized premium or discount. Real estate is carried at cost less
accumulated depreciation. Policy loans are carried at their unpaid
balance. Impaired securities are written down to fair value which
becomes the new cost basis. Fair values for investments are based on
quoted market prices or dealer quotes.
Short-term investments consist of other securities scheduled to
mature within one year of their acquisition date. See Note 4 of Notes
to Consolidated Financial Statements.
Interest on bonds and mortgage loans is recognized when earned.
Dividends on common and redeemable preferred stocks are recognized on
ex-dividend dates. Realized gains and losses on the sale of
investments are recognized at the trade date and included in revenues
using the specific identification method.
<PAGE> 40
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
DEFERRED POLICY ACQUISITION COSTS
Commissions and other costs incurred in acquiring traditional
life insurance, interest sensitive annuity contracts, accident and
health insurance and property-casualty insurance, which vary with and
are primarily related to the production of new business, have been
deferred.
Traditional life, certain annuity and accident and health
acquisition costs are amortized over the premium paying period of the
related policies in proportion to the ratio of annual premium income
to expected total premium income. Such expected premium income is
estimated using assumptions as to mortality and withdrawals consistent
with those used in calculating the policy benefit reserves.
Credit and health acquisition costs are deferred and amortized
over the term of the contracts in relation to premiums earned.
Acquisition costs for annuity contracts are being amortized over
the lives of the contracts in relation to the present value of
estimated gross profits from surrender charges and investment,
mortality and expense margins.
Property-casualty acquisition costs are amortized over the
related contract period which generally does not exceed one year.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost and are
depreciated on the straight-line and accelerated methods over the
estimated useful lives of the assets. Maintenance is charged to
operating expenses as incurred, while renewals and betterments are
capitalized. Major overhaul costs are amortized over the estimated
period benefited. Gains and losses on dispositions are included in
other revenue when realized. Interest costs incurred as part of the
initial construction of assets are capitalized. Interest expense of
$3,430,000, $1,807,000 and $1,727,000 was capitalized in the years
ended 1997, 1996 and 1995, respectively.
During fiscal 1996, based on an in-depth market analysis, the
Company increased the estimated salvage value of certain rental
trucks. The effect of the change increased net income for the year
ended March 31, 1996 by $44,373,000 ($1.24 per share).
Certain recoverable environmental costs related to the removal of
underground storage tanks or related contamination are capitalized and
depreciated over the estimated useful lives of the properties. The
capitalized costs improve the safety or efficiency of the property as
compared to when the property was originally acquired or are incurred
in preparing the property for sale.
At March 31, 1997, the book value of the Company's real estate
that is no longer necessary for use in the Company's current
operations, and available for sale/lease, was approximately
$32,682,000. Such properties available for sale are carried at cost,
less accumulated depreciation, which is less than or approximate to
fair value.
FINANCIAL INSTRUMENTS
The Company enters into interest rate swap agreements to reduce
its interest rate exposure; the Company does not use the agreements
for trading purposes. Amounts to be paid or received under the
agreements are accrued. Although the Company is exposed to credit
loss for the interest rate differential in the event of nonperformance
by the counterparties to the agreements, it does not anticipate
nonperformance by the counterparties.
<PAGE> 41
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
The Company has mortgage receivables which potentially expose the
Company to credit risk. The portfolio of notes is principally
collateralized by mini-warehouse storage facilities and other
residential and commercial properties. The Company has not
experienced losses related to the notes from individual notes or
groups of notes in any particular industry or geographic area. The
estimated fair values were determined using the discounted cash flow
method, using interest rates currently offered for similar loans to
borrowers with similar credit ratings.
Fair value summary of mortgage receivables:
March 31,
-----------------------------------------------
1997 1996
-----------------------------------------------
Book Estimated Book Estimated
value fair value value fair value
-----------------------------------------------
(in thousands)
Mortgage receivables $ 58,682 66,484 154,736 157,867
===============================================
Other financial instruments that are subject to fair value
disclosure requirements are carried in the financial statements at
amounts that approximate fair value, unless elsewhere disclosed. See
Notes 4 and 5 of Notes to Consolidated Financial Statements.
The Company's financial instruments that are exposed to
concentrations of credit risk consist primarily of temporary cash
investments and trade receivables. The Company places its temporary
cash investments with financial institutions and limits the amount of
credit exposure to any one financial institution. Concentrations of
credit risk with respect to trade receivables are limited due to the
large number of customers and their dispersion across many different
industries and geographic areas.
POLICY BENEFITS RESERVES, UNPAID LOSSES AND LOSS EXPENSES
Liabilities for policy benefits payable on traditional life and
certain annuity policies are established in amounts adequate to meet
estimated future obligations on policies in force. These liabilities
are computed using the net level premium method and include mortality
and withdrawal assumptions which are based upon recognized actuarial
tables and contain margins for adverse deviation. At December 31,
1996, interest assumptions used to compute policy benefits payable
range from 2.5% to 12.8%.
With respect to annuity policies accounted for as investment
contracts, the liability for investment contract deposits consists of
policy account balances that accrue to the benefit of the
policyholders, excluding surrender charges. Fair value of investment
contract deposits were $399,953,000 and $380,774,000 at December 31,
1996 and 1995, respectively.
Liabilities for accident and health and other policy claims and
benefits payable represent estimates of payments to be made on
insurance claims for reported losses and estimates of losses incurred
but not yet reported. These estimates are based on past claims
experience and consider current claim trends as well as social and
economic conditions.
<PAGE> 42
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
With respect to property-casualty, the liability for unpaid
losses is based on the estimated ultimate cost of settling claims
reported prior to the end of the accounting period, estimates received
from ceding reinsurers and estimates for unreported losses based on
RWIC's historical experience supplemented by insurance industry
historical experience. The liability for unpaid loss adjustment
expenses is based on historical ratios of loss adjustment expenses
paid to losses paid. Amounts recoverable from reinsurers on unpaid
losses are estimated in a manner consistent with the claim liability
associated with the reinsured policy. Adjustments to the liability
for unpaid losses and loss expenses as well as amounts recoverable
from reinsurers on unpaid losses are charged or credited to expense in
periods in which they are made.
RENTAL AND OTHER REVENUE
The Company recognizes its share of rental revenue less
commission on the accrual basis pursuant to contractual arrangements
between AMERCO and it's fleet owners, rental dealers and customers.
See Note 9 of Notes to Consolidated Financial Statements for further
discussion.
PREMIUM REVENUE
Accident and health, credit life and health and property-casualty
gross premiums are earned on a pro rata basis over the term of the
related contracts. The portion of premiums not earned at the end of
the period is recorded as unearned premiums. Traditional life and
annuity premiums are recognized as revenue when due from
policyholders. Revenue for annuity policies accounted for as
investment contracts consist of investment margins and surrender
charges that have been assessed against policy account balances during
the period.
REINSURANCE
Reinsurance premiums, commissions and expense reimbursements
related to reinsured business are accounted for on bases consistent
with those used in accounting for the original policies issued and the
terms of the reinsurance contracts. Premiums ceded to other companies
have been reported as a reduction of premium income. Assets and
liabilities relating to reinsured contracts are reported gross of the
effects of reinsurance. See also "Policy Benefits Reserves, Unpaid
Losses and Loss Expenses" above.
INCOME TAXES
In addition to charging income for taxes paid or payable, the
provision for income taxes reflects deferred income taxes resulting
from changes in temporary differences between the tax bases of assets
and liabilities and their reported amounts in the financial
statements. The effect on deferred income taxes of a change in tax
rates is recognized in income in the period that includes the
enactment date.
The Company files a consolidated federal income tax return with its
insurance subsidiaries.
NEW ACCOUNTING STANDARDS
On April 1, 1995, the Company implemented Statement of Position
93-7, "Reporting on Advertising Costs", 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. Upon implementation, the
Company recognized additional advertising expense of $8,647,000 for
advertising costs not qualifying as direct-response. The adoption had
the effect of reducing net income by $5,474,000 ($0.15 per share) for
the year ended March 31, 1996. The Company is currently reviewing its
implementation procedures.
<PAGE> 43
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
Other pronouncements issued by the Financial Accounting Standards
Board adopted during the year are not material to the consolidated
financial statements of the Company. Further, pronouncements with
future effective dates are either not applicable or not material to the
consolidated financial statements of the Company.
EARNINGS PER SHARE
Earnings per common share are computed by dividing net earnings
after deduction of preferred stock dividends by the weighted average
number of common shares outstanding, excluding shares of the employee
stock ownership plan that have not been committed to be released.
Preferred dividends include undeclared or unpaid dividends of the
Company. See Notes 6 and 7 of Notes to Consolidated Financial
Statements for further discussion.
FINANCIAL STATEMENT PRESENTATION
Certain reclassifications have been made to the financial
statements for the years ended 1996 and 1995 to conform with the
current year's presentation.
2. RECEIVABLES
A summary of receivables follows:
March 31,
--------------------
1997 1996
--------------------
(in thousands)
Trade accounts receivable $ 15,273 16,885
Mortgage and note receivables,
net of discount 39,806 54,802
Note receivable and accrued interest
from SAC Holding Corporation
and its subsidiaries 46,690 105,327
Premiums and agents' balances
in course of collection 28,307 38,345
Reinsurance recoverable 73,069 83,261
Accrued investment income 14,308 15,243
Independent dealer receivable 6,995 11,189
Other receivables 16,457 18,800
--------------------
240,905 343,852
Less allowance for doubtful accounts 2,382 3,288
--------------------
$ 238,523 340,564
====================
During fiscal 1997, a subsidiary of the Company held various
senior and junior notes with SAC Holding Corporation and its
subsidiaries (SAC Holdings). The voting common stock of SAC Holdings
is held by Mark V. Shoen, a major stockholder of the Company.
The Company's subsidiary received principal payments of $436,000
and interest payments of $6,281,000 from SAC Holdings during fiscal
1997. The note receivable balance outstanding at March 31, 1997 was,
in the aggregate, $46,690,000 bearing interest rates ranging from 8.37%
to 13.0%.
On June 27, 1996, the Company's subsidiary received $83,565,000
when a senior note from SAC Holdings was sold to an outside party.
<PAGE> 44
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
2. RECEIVABLES, continued
During fiscal 1997, a subsidiary of the Company funded the
purchase of thirty-seven properties by SAC Holdings for approximately
$43,125,000. Seven of the properties were purchased from the Company
at a purchase price equal to the Company's acquisition cost plus
capitalized costs. In March 1997, SAC Holdings sold ten of the
properties to an outside party and reduced the Company's receivable at
the time by $18,082,000.
The Company currently manages the properties owned by SAC Holdings
pursuant to a management agreement, under which the Company receives a
management fee equal to 6% of the gross receipts from the properties.
The Company received management fees of $1,632,000 during fiscal 1997.
The management fee percentage is consistent with the fees received by
the Company for other properties managed by the Company.
Management believes that the foregoing transactions were
consummated on terms equivalent to those that prevail in arm's-length
transactions.
3. INVENTORIES
A summary of inventory components follows:
March 31,
--------------------
1997 1996
--------------------
(in thousands)
Truck and trailer parts
and accessories $ 40,936 23,609
Moving aids and promotional items 10,508 9,488
Hitches and towing components 14,348 12,756
Other 2 38
--------------------
$ 65,794 45,891
====================
Certain general and administrative expenses are allocated to
ending inventories. Such costs remaining in inventory at fiscal years
ended 1997, 1996 and 1995 are estimated at $7,568,000, $6,773,000 and
$6,848,000, respectively. For the fiscal years ended March 31, 1997,
1996 and 1995, aggregate general and administrative costs were
$511,473,000, $439,122,000 and $410,497,000, respectively.
LIFO inventories, which represent approximately 98% and 97% of
total inventories at March 31, 1997 and 1996, respectively, would have
been $4,611,000 and $4,166,000 greater at March 31, 1997 and 1996,
respectively, if the consolidated group had used the FIFO method.
<PAGE> 45
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS
Major categories of net investment income consist of the
following:
Year ended December 31,
----------------------------
1996 1995 1994
----------------------------
(in thousands)
Fixed maturities $ 65,680 59,992 53,236
Real estate 279 727 223
Policy loans 519 554 604
Mortgage loans 7,193 7,887 5,338
Short-term, amounts held by
ceding reinsurers, net and
other investments 1,499 1,601 2,064
----------------------------
Investment income 75,170 70,761 61,465
Less investment expenses 25,749 24,772 19,380
----------------------------
Net investment income $ 49,421 45,989 42,085
============================
A comparison of amortized cost to estimated fair value for fixed
maturities is as follows:
December 31, 1996
- ----------------- Par Value Gross Gross Estimated
Consolidated or number Amortized unrealized unrealized market
Held-to-Maturity of shares cost gains losses value
------------------------------------------------------
(in thousands)
U.S. treasury
securities
and government
obligations $ 18,680 $ 18,571 1,239 (24) 19,786
U.S. government
agency mortgage-
backed securities $ 50,465 50,171 528 (1,914) 48,785
Obligations of
states and
political
subdivisions $ 30,135 29,920 1,242 (21) 31,141
Corporate
securities $ 170,180 174,469 3,795 (1,782) 176,482
Mortgage-backed
securities $ 109,962 108,476 1,565 (1,783) 108,258
Redeemable preferred
stocks 929 26,768 421 (257) 26,932
----------------------------------------
408,375 8,790 (5,781) 411,384
----------------------------------------
<PAGE> 46
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
December 31, 1996
- ----------------- Par Value Gross Gross Estimated
Consolidated or number Amortized unrealized unrealized market
Available-for-Sale of shares cost gains losses value
------------------------------------------------------
(in thousands)
U.S. treasury
securities and
government
obligations $ 11,685 $ 11,771 964 - 12,735
U.S. government
agency mortgage-
backed securities $ 26,085 25,575 331 (119) 25,787
Obligations of
states and
political
subdivisions $ 11,900 12,085 558 (95) 12,548
Corporate
securities $ 307,711 311,335 7,359 (2,633) 316,061
Mortgage-backed
securities $ 72,371 72,208 1,542 (560) 73,190
Redeemable preferred
stocks 436 10,815 202 (19) 10,998
----------------------------------------
443,789 10,956 (3,426) 451,319
----------------------------------------
Total $ 852,164 19,746 (9,207) 862,703
========================================
December 31, 1995
- ----------------- Par Value Gross Gross Estimated
Consolidated or number Amortized unrealized unrealized market
Held-to-Maturity of shares cost gains losses value
------------------------------------------------------
(in thousands)
U.S. treasury
securities
and government
obligations $ 18,355 $ 18,271 2,108 (1) 20,378
U.S. government
agency mortgage-
backed securities $ 60,376 59,912 1,348 (2,211) 59,049
Obligations of
states and
political
subdivisions $ 34,300 33,983 1,742 (34) 35,691
Corporate
securities $ 192,334 197,475 6,102 (675) 202,902
Mortgage-backed
securities $ 110,561 108,827 2,884 (1,013) 110,698
Redeemable preferred
stocks 170 5,210 470 (4) 5,676
----------------------------------------
423,678 14,654 (3,938) 434,394
----------------------------------------
<PAGE> 47
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
December 31, 1995
- ----------------- Gross Gross Estimated
Consolidated Amortized unrealized unrealized market
Available-for-Sale Par Value cost gains losses value
------------------------------------------------------
(in thousands)
U.S. treasury
securities and
government
obligations $ 11,685 $ 11,789 1,572 - 13,361
U.S. government
agency mortgage-
backed securities $ 20,711 20,713 637 (39) 21,311
Obligations of
states and
political
subdivisions $ 10,400 10,581 660 (151) 11,090
Corporate
securities $ 319,611 324,804 14,595 (610) 338,789
Mortgage-backed
securities $ 68,857 68,289 3,465 (281) 71,473
----------------------------------------
436,176 20,929 (1,081) 456,024
----------------------------------------
Total $ 859,854 35,583 (5,019) 890,418
========================================
Fixed maturities estimated market values are based on publicly
quoted market prices at the close of trading on December 31, 1996 or
December 31, 1995, as appropriate.
The amortized cost and estimated market value of debt
securities by contractual maturity are shown below. Expected
maturities will differ from contractual maturities as borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.
December 31, 1996
- ----------------- Amortized Estimated
Consolidated cost fair value
Held-to-Maturity -------------------------
(in thousands)
Due in one year or less $ 20,151 20,454
Due after one year through five years 79,000 80,899
Due after five years through ten years 117,915 119,517
After ten years 5,894 6,539
-------------------------
222,960 227,409
Mortgage-backed securities 158,647 157,043
Redeemable preferred stock 26,768 26,932
-------------------------
408,375 411,384
-------------------------
<PAGE> 48
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
December 31, 1996 Amortized Estimated
- ----------------- cost fair value
Consolidated -------------------------
Available-for-sale (in thousands)
Due in one year or less 8,773 8,846
Due after one year through five years 87,678 88,893
Due after five years through ten years 188,378 191,841
After ten years 50,362 51,764
-------------------------
335,191 341,344
Mortgage-backed securities 97,783 98,977
Redeemable preferred stock 10,815 10,998
-------------------------
443,789 451,319
-------------------------
Total $ 852,164 862,703
=========================
December 31, 1995 Amortized Estimated
- ----------------- cost fair value
Consolidated -------------------------
Held-to-Maturity (in thousands)
Due in one year or less $ 24,214 24,539
Due after one year through five years 90,889 93,853
Due after five years through ten years 120,876 124,950
After ten years 13,750 15,629
-------------------------
249,729 258,971
Mortgage-backed securities 168,739 169,747
Redeemable preferred stock 5,210 5,676
-------------------------
423,678 434,394
-------------------------
December 31, 1995
- ----------------- Amortized Estimated
Consolidated cost fair value
Available-for-sale -------------------------
(in thousands)
Due in one year or less 14,692 14,812
Due after one year through five years 136,290 140,347
Due after five years through ten years 159,537 168,771
After ten years 36,655 39,310
347,174 363,240
-------------------------
Mortgage-backed securities 89,002 92,784
-------------------------
436,176 456,024
-------------------------
Total $ 859,854 890,418
=========================
<PAGE> 49
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
4. INVESTMENTS, continued
Proceeds from sales of investments in debt securities during 1996
and 1995 were $115,886,000 and $101,565,000, respectively. Gross
gains of $1,518,000 and $4,498,000 and gross losses of $654,000 and
$419,000 were realized on those sales during 1996 and 1995,
respectively.
At December 31, 1996 and 1995 fixed maturities include bonds with
an amortized cost of $18,728,000 and $18,015,000, respectively, on
deposit with insurance regulatory authorities to meet statutory
requirements.
Investments, other consists of the following:
March 31,
-----------------------
1997 1996
-----------------------
(in thousands)
Short-term investments $ 10,925 17,671
Mortgage loans 79,353 73,152
Real estate, foreclosed properties 20,936 19,591
U.S. government security mutual fund 5,883 5,883
Policy loans 8,627 9,372
Other 1,582 886
-----------------------
$ 127,306 126,555
=======================
Short-term investments consist primarily of fixed maturities with
a maturity of three months to one year from acquisition date. Mortgage
loans, representing first lien mortgages held by the insurance
subsidiaries, are carried at unpaid balances, less allowance for
possible losses and any unamortized premium or discount. Real estate
obtained through foreclosures and held for sale is carried at the lower
of cost or fair value. U.S. government securities mutual fund is
carried at cost which approximates market. Policy loans are carried at
their unpaid balance.
At December 31, 1996 and 1995, mortgage loans held as investments
with a book value of $79,353,000 and $73,152,000, respectively, were
outstanding. The estimated fair value of the mortgage loans at
December 31, 1996 and 1995 aggregated $84,564,000 and $81,924,000,
respectively. The estimated fair values were determined using the
discounted cash flow method, using interest rates currently offered for
similar loans to borrowers with similar credit ratings. Investment in
mortgage loans, included as a component of investments, are reported
net of allowance for possible losses of $800,000 and $525,000 in 1996
and 1995, respectively.
<PAGE> 50
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
5. NOTES AND LOANS PAYABLE
Notes and loans payable consist of the following:
March 31,
-------------------
1997 1996
-------------------
(in thousands)
Short-term borrowings $ 4,000 73,000
Notes payable to banks under
revolving lines of credit, unsecured,
5.74% to 5.80% interest rates 60,000 338,000
Medium-term notes payable, unsecured,
5.85% to 8.08% interest
rates, due through 2027 387,000 95,050
Notes payable to insurance companies,
unsecured, 6.43% to 10.27% interest
rates, due through 2006 226,500 339,000
Notes payable to public,
unsecured, 7.85% interest
rate, due through 2004 175,000 -
Notes payable to banks, unsecured,
4.81% to 7.54% interest
rates, due through 2001 62,500 84,100
Notes and Mortgages payable, secured,
5.00% to 10.00% interest rates,
due through 2010 68,471 68,984
Other notes payable, unsecured,
9.50% interest rate,
due through 2005 79 86
-------------------
$ 983,550 998,220
===================
Notes and mortgages payable are secured by land and buildings at
various locations with a net book value of $78,927,000 at March 31,
1997.
Revolving credit loans (long-term) are available from
participating banks under an agreement which provides for a total
credit line of $365,000,000 through the expiration date of the
revolving term of July 12, 1999. The Company may elect to borrow
under the credit agreement in the form of Eurodollar borrowings,
domestic dollar borrowings or issue letters of credit. Depending on
the form of borrowing elected, interest will be based on the prime
rate, the federal funds effective rate or the interbank offering rate
and in addition, margin interest rates will be charged. Loans may
also be at a fixed rate based upon the discretion of the borrower and
lender. At March 31, 1997, the weighted average interest rate on the
revolving credit loans outstanding was 5.78%.
<PAGE> 51
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
5. NOTES AND LOANS PAYABLE, continued
Facility fees, which are based upon the amount of credit line,
aggregated $975,000 and $977,000 for 1997 and 1996, respectively. As
of March 31, 1997, loans outstanding under the revolving credit line
totaled $60,000,000. Management intends to refinance the borrowings
on a long-term basis by either replacing them with long-term
obligations, renewing or extending them.
Year ended
-----------------------------
1997 1996 1995
-----------------------------
(in thousands)
A summary of revolving credit
activity follows:
Weighted average interest rate
during the year 5.76% 6.20% 5.62%
at year end 5.78% 5.73% 6.48%
Maximum amount outstanding
during the year $ 338,000 343,000 293,000
Average amount outstanding
during the year $ 128,000 281,750 191,146
A summary of notes payable
follows:
Weighted average interest rate
during the year 5.87% 6.26% 5.25%
at year end 7.63% 5.93% 6.44%
Maximum amount outstanding
during the year $ 195,000 73,000 135,000
Average amount outstanding
during the year $ 56,417 37,583 46,604
AMERCO has committed lines of credit with various banks totaling
$550,000,000 and uncommitted lines of credit of $82,528,000 at March
31, 1997.
The Company has executed interest rate swap agreements (SWAPS) to
potentially mitigate the impact of changes in interest rates on its
floating rate debt. These agreements effectively change the Company's
interest rate exposure on $168,000,000 of floating rate notes to a
weighted average fixed rate of 7.64%. The SWAP's mature at the time
the related notes mature. Incremental interest expense associated
with SWAP activity was $3,481,000, $2,959,000 and $7,092,000 during
1997, 1996 and 1995, respectively.
At March 31, 1997, interest rate swap agreements with an
aggregate notional amount of $168,000,000 were outstanding.
Management estimates that at March 31, 1997 and 1996, the Company
would be required to pay $5,000,000 and $9,000,000, respectively, to
terminate the agreements. Such amounts were determined from current
treasury rates combined with swap spreads on agreements outstanding.
On July 18, 1996, the Company extinguished debt of approximately
$76,250,000 by irrevocably placing cash into a trust of U.S. Treasury
securities to be used to satisfy scheduled payments of principal and
interest. In August 1996, the Company extinguished $86,167,000 of its
long-term notes originally due in fiscal 1997 through fiscal 1999. The
above transactions resulted in an extraordinary loss of $2,319,000, net
of tax of $1,391,000 ($0.09 per share).
Pursuant to a shelf-registration statement, from September 13,
1996 through March 31, 1997, the Company issued $362,000,000 of fixed
rate medium-term notes ranging from 6.71% to 8.08% with maturity dates
ranging from 1999 to 2028, and a $25,000,000 floating rate medium-term
note with a maturity date of October 1997.
<PAGE> 52
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
5. NOTES AND LOANS PAYABLE, continued
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. At March 31, 1997, the Company was in compliance with
these covenants.
The annual maturities of long-term debt for the next five years
adjusted for subsequent activity (if the revolving credit lines are
outstanding to maturity), are presented in the table below:
Year Ended
------------------------------------------------
1998 1999 2000 2001 2002
------------------------------------------------
(in thousands)
Mortgages $ 487 420 183 261 278
Medium-Term and
Other Notes 25,008 40,009 30,010 77,511 12
Insurance Placements 21,429 26,429 19,429 24,429 19,429
Bank Placements 1,600 40,900 24,818 24,818 4,818
Revolving Credit - - 60,000 - -
------------------------------------------------
$ 48,524 107,758 134,440 127,019 24,537
================================================
Interest paid in cash amounted to $69,972,000, $71,561,000 and
$67,191,000 for 1997, 1996 and 1995, respectively.
6. STOCKHOLDERS' EQUITY
The authorized capital stock of the Company consists of
150,000,000 shares of Common Stock, 150,000,000 shares of Serial
Common Stock and 50,000,000 shares of Preferred Stock. The Board of
Directors (the Board) may authorize the Serial Common Stock to be
issued in such series and on such terms as the Board shall determine.
Preferred Stock issuance may be with or without par value.
In October 1993, the Company issued 6,100,000 shares of 8.5%
cumulative, no par, non-voting preferred stock. The preferred stock
is not convertible into, or exchangeable for, shares of any other
class or classes of stock of the Company. Dividends are payable
quarterly in arrears and have priority as to dividends over the
Company's common stock. The preferred stock is not redeemable prior
to December 1, 2000. On or after December 1, 2000, the Company, at
its option, may redeem all or part of the preferred stock, for cash at
$25.00 per share plus accrued and unpaid dividends to the redemption
date.
<PAGE> 53
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
6. STOCKHOLDERS' EQUITY, continued
On April 13, 1994, the Company and Edward J. Shoen entered into an
Agreement in Principle pursuant to which the Company agreed to acquire
all of the outstanding capital stock of EJOS, Inc., all of which stock
was held by Edward J. Shoen and a certain irrevocable trust established
by Edward J. Shoen, in exchange for the same number of shares of the
Company's common stock as were held by EJOS, Inc. In exchange for
EJOS, Inc.'s capital stock, Edward J. Shoen and the irrevocable trust
established by Edward J. Shoen received 3,483,681 and 559,443 shares of
the Company's common stock, respectively. The exchange described above
was effected in accordance with the terms of an Agreement and Plan of
Exchange of Shares of EJOS, Inc. and AMERCO, dated May 18, 1994, among
EJOS, Inc., the Company, Edward J. Shoen, and the irrevocable trust
established by Edward J. Shoen. Edward J. Shoen is a major
stockholder, Chairman of the Board and President of the Company.
On August 24, 1994, the Company entered into an Exchange
Agreement with Edward J. Shoen, the Company's Chairman of the Board
and President. Pursuant to the exchange agreement, in exchange for
3,483,681 shares of common stock owned by Edward J. Shoen, Edward J.
Shoen received 3,483,681 shares of Series A common stock. The common
stock and the Series A common stock possess identical rights and
privileges.
On November 28, 1994, the Company entered into an Exchange
Agreement with Mark V. Shoen, a director and major stockholder of the
Company. Pursuant to the exchange agreement, in exchange for
3,475,520 shares of Series A common stock owned by Mark V. Shoen, Mark
V. Shoen received 3,475,520 shares of common stock. The common stock
and the Series A common stock possess identical rights and privileges.
On May 31, 1995, the Company purchased 45,000 shares of the
Company's Common Stock from Paul F. Shoen, a major stockholder of the
Company, for $996,000 or $22.125 per share. The transaction was
effected on Nasdaq. Paul F. Shoen is the brother of Edward J., Mark V.
and James P. Shoen, who are major stockholders and directors of the
Company.
On August 30, 1996, the Company issued 100,000 shares of its
Series B Preferred Stock with no par value for gross proceeds of
$100,000,000. Dividends are cumulative with the rate being reset
quarterly and have priority as to dividends over the Company's common
stock. The Series B Preferred Stock is convertible under certain
circumstances into 4,000,000 shares, subject to the Company's prior
right to redeem the Series B Preferred Stock, of AMERCO's Common Stock,
$0.25 par value or all of the outstanding capital stock of Picacho Peak
Investment Co., a subsidiary of AMERCO.
On October 14, 1996, the Company paid an additional $15,000,000 to
L.S. Shoen in settlement of all outstanding disputes pursuant to a
Settlement, Mutual Release of All Claims and Confidentiality Agreement
(Settlement Agreement), dated October 15, 1996 with the Company
resolving the lawsuit in the District Court of Clark County, Nevada.
The settlement resolves a long-standing dispute between the Company and
L.S. Shoen regarding L.S. Shoen's entitlement to compensation pursuant
to an alleged lifetime employment contract.
On December 18, 1996, the Company sold 2,250,000 shares of Common
Stock, $0.25 par value, to the public for $35.00 per share, receiving
net proceeds of $74,228,000.
<PAGE> 54
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
6. STOCKHOLDERS' EQUITY, continued
Pursuant to a judgment in the Shoen Litigation, the Company
repurchased shares of Common Stock in exchange for cash, funded
damages, paid statutory post-judgment interest and placed funds into an
escrow account pending the outcome of a dispute involving the
entitlement of the plaintiffs to post-bankruptcy petition date
interest. The following table reflects such transactions:
Statutory Post
Shares Cash Damages Post-Judgment Petition
Repurchased Paid Funded Interest Interest
----------------------------------------------------------
(in thousands except number of shares)
October 18, 1995
Maran, Inc. (Maran) 3,343,076 $22,733 - - -
Mary Anna Shoen Eaton - - 41,350 - -
January 30, 1996
L.S.S., (L.S.S.) 833,420 5,667 - - -
Leonard S. Shoen - - 15,433 2,018 -
February 7, 1996
Thermar, Inc.
(Thermar) 1,651,644 11,231 30,554 4,110 -
July 19, 1996
CEMAR, Inc.
(Cemar) 2,331,984 15,857 - - -
Cecilia M. Hanlon - - 43,139 129 8,283
September 6, 1996
Katabasis
International, Inc.
(Katabasis) 4,041,924 27,485 - - -
Samuel W. Shoen - - 74,771 224 15,726
September 20, 1996
Kattydid, Inc.
(Kattydid) 1,282,248 8,719 - - -
Katrina Carlson 734,376 4,994 37,305 112 8,041
October 1, 1996
Mickl, Inc.
(Mickl) 4,035,924 27,444 - - -
Michael L. Shoen 380 3 73,158 224 16,184
Mary Anna Shoen Eaton owns all the voting stock of Maran; L. S.
Shoen owns all the voting stock of L.S.S.; Theresa M. Romero owns all
the voting stock of Thermar; Cecilia M. Hanlon owns all the voting
stock of Cemar; Samuel W. Shoen owns all the voting stock of Katabasis;
Katrina Carlson owns all the voting stock of Kattydid and Michael L.
Shoen owns all the voting stock of Mickl. L. S. Shoen is the father of
Edward J., Mark V., and James P. Shoen. Mary Anna Shoen Eaton, Theresa
M. Romero, Cecilia M. Hanlon and Katrina (Shoen) Carlson are the
sisters of Edward J., Mark V., and James P. Shoen. Samuel W. Shoen and
Michael L. Shoen are the brothers of Edward J., Mark V., and James
P. Shoen. Edward J., Mark V., and James P. Shoen are major
stockholders and directors of the Company.
The above treasury share transactions were recorded net of tax of
$121,204,000 ($86,266,000 for fiscal 1997 transactions and $34,938,000
for fiscal 1996 transactions).
<PAGE> 55
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
7. EARNINGS PER SHARE
Earnings per share are computed based on the weighted average
number of shares outstanding for the year and quarterly periods,
excluding shares of the employee stock ownership plan that have not
been committed to be released. Preferred dividends include undeclared
or unpaid dividends of the Company. Net income is reduced for
preferred dividends for purposes of the calculation.
The following table reflects the calculation of the earnings per
share for the year ended March 31, 1997 as if the treasury acquisitions
disclosed in Note 6 of Notes to Consolidated Financial Statements had
taken place as of the beginning of the year (in thousands except per
share data):
Earnings per share calculation
------------------------------
Weighted As adjusted
average for treasury
per share acquisitions
----------- ------------
Earnings from operations
before extraordinary
loss on early
extinguishment of debt $ 54,184
Less dividends
on preferred shares 17,456
---------
36,728 $ 1.44 1.80
Extraordinary loss on
early extinguishment
of debt (2,319) (.09) (.11)
--------- ---------- ----------
Net earnings for per
share calculation $ 34,409 $ 1.35 1.69
========= ========== ==========
Weighted average common
shares outstanding 25,479,651 20,354,108
========== ==========
8. INCOME TAXES
The components of the consolidated expense for income taxes
applicable to operations are as follows:
Year ended
-------------------------------
1997 1996 1995
-------------------------------
(in thousands)
Current:
Federal $ 3,404 - 12,629
State 169 637 1,038
Deferred:
Federal 24,218 33,790 19,678
State 1,553 1,405 79
-------------------------------
$ 29,344 35,832 33,424
===============================
<PAGE> 56
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8. INCOME TAXES, continued
Actual tax expense reported on earnings from operations differs
from the "expected" tax expense amount (computed by applying the
United States federal corporate tax rate of 35% in 1997, 1996 and
1995) as follows:
Year ended
------------------------------
1997 1996 1995
------------------------------
(in thousands)
Computed "expected" tax
expense $ 29,232 33,679 32,696
Increases (reductions) in taxes
resulting from:
Tax-exempt interest income (767) (714) (1,243)
Dividends received deduction - - (62)
Net reinsurance effect (920) - 120
Canadian subsidiary income
tax benefit (645) (1,235) (1,078)
True-up of prior year
estimated current tax - 2,112 1,030
Federal tax benefit of
state and local taxes (602) (714) (391)
Other 1,324 662 1,235
------------------------------
Actual federal tax
expense 27,622 33,790 32,307
State and local income tax
expense 1,722 2,042 1,117
------------------------------
Actual tax expense
of operations $ 29,344 35,832 33,424
==============================
Deferred tax assets and liabilities are comprised as follows:
March 31,
-------------------
1997 1996
-------------------
(in thousands)
Deferred tax assets
Benefit of tax NOL and credit
carryforwards $ 150,633 $ 89,798
Accrued liabilities 14,953 15,218
Deferred revenue from
sale/leaseback 10,173 150
Policy benefits and losses,
claims and loss expenses
payable, net 26,137 26,600
Other - 2,344
-------------------
Total deferred tax assets $ 201,896 $ 134,110
-------------------
Deferred tax liabilities
Property, plant and equipment $ 195,080 $ 185,712
Deferred acquisition costs 16,082 17,137
Other 409 -
--------------------
Total deferred tax liabilities $ 211,571 $ 202,849
--------------------
Net deferred tax liability $ 9,675 68,739
====================
In light of the Company's history of profitable operations,
management has concluded that it is more likely than not that the
Company will ultimately realize the full benefit of its deferred tax
assets. Accordingly, the Company believes that a valuation allowance
is not required at March 31, 1997 and 1996. See also Note 14 of Notes to
Consolidated Financial Statements.
<PAGE> 57
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
8. INCOME TAXES, continued
Income taxes paid in cash amounted to $4,949,000, $540,000 and
$9,465,000 for 1997, 1996 and 1995, respectively.
Under the provisions of the Tax Reform Act of 1984 (the Act), the
balance in Oxford's account designated "Policyholders' Surplus
Account" is frozen at its December 31, 1983 balance of $19,251,000.
Federal income taxes (Phase III) will be payable thereon at applicable
current rates if amounts in this account are distributed to the
stockholder or to the extent the account exceeds a prescribed maximum.
Oxford did not incur a Phase III liability for the years ended
December 31, 1996, 1995 and 1994.
The Internal Revenue Service has examined AMERCO's income tax
returns for the years ended 1992 and 1993. All agreed issues have
been provided for in the financial statements. Tax returns for the
years ended March 31, 1994 and 1995 are currently under review.
At March 31, 1997 AMERCO and RWIC have non-life net operating
loss carryforwards available to offset taxable income in future years
of $355,360,000 for tax purposes. These carryforwards expire in 2003
through 2012. AMERCO has alternative minimum tax credit carryforwards
of $16,242,000 which do not have an expiration date, but may only be
utilized in years in which regular tax exceeds alternative minimum
tax. The use of certain carryforwards may be limited or prohibited if
a reorganization or other change in corporate ownership were to occur.
During 1994, Oxford dividended their investment in RWIC common
stock to its parent at its book value. As a result of such dividend,
a deferred intercompany gain arose due to the difference between the
book value and fair value of such common stock. However, such gain
can only be triggered if certain events occur. To date, no events
have occurred which would trigger such gain recognition. No deferred
taxes have been provided in the accompanying consolidated financial
statements as management believes that no events have occurred to
trigger such gain.
9. TRANSACTIONS WITH FLEET OWNERS AND OTHER RENTAL EQUIPMENT OWNERS
Independent rental equipment owners (fleet owners) own
approximately 12% of all U-Haul rental trailers, 0.03% of all U-Haul
rental trucks and certain other rental equipment. There are over
5,000 fleet owners, including certain officers, directors, employees
and stockholders of the Company. All rental equipment is operated
under contract with U-Haul whereby U-Haul administers the operations
and marketing of such equipment and in return receives a percentage of
rental fees paid by customers. Based on the terms of various
contracts, rental fees are distributed to the Company (for services as
operators), to the fleet owners (including certain subsidiaries and
related parties of the Company) and to Rental Dealers (including
Company-operated U-Haul Centers).
Oxford reinsures short-term accidental death and medical insurance
risks for customers who rent vehicles owned by the Company and fleet
owners. Premiums earned were $318,000, $1,600,000 and $1,556,000 for
the years ended December 31, 1996, 1995 and 1994, respectively.
Effective April 1996, the treaty was canceled for new business.
RWIC insures and reinsures certain risks of U-Haul customers and
independent fleet owners. Premiums earned on these policies were
$40,800,000, $43,400,000 and $39,300,000 during the years ended
December 31, 1996, 1995 and 1994, respectively.
<PAGE> 58
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
10. EMPLOYEE BENEFIT PLANS
The Company participates in the AMERCO Employee Savings, Profit
Sharing and Employee Stock Ownership Plan (the Plan) which is designed
to provide all eligible employees with savings for their retirement
and to acquire a proprietary interest in the Company.
The Plan has three separate features: a profit sharing feature
(the Profit Sharing Plan) under which the Employer may make
contributions on behalf of participants; a savings feature (the
Savings Plan) which allows participants to defer income under Section
401(k) of the Internal Revenue Code of 1986; and an employee stock
ownership feature (the ESOP) under which the Company may make
contributions of AMERCO common stock or cash to acquire such stock on
behalf of participants. Generally, employees of the Company are
eligible to participate in the Plan upon completion of a one year
service requirement.
The Company has arranged financing to fund the ESOP trust (ESOT)
and to enable the ESOT to purchase shares. Below is a summary of the
financing arrangements.
Amount outstanding
Financing as of Interest Payments
Date March 31, 1997 1997 1996 1995
--------------------------------------------------------------------
(in thousands)
December 1989 $ 2,500 $ 162 $ 309 $313
May 1990 469 45 59 72
June 1991 17,771 1,472 1,131 745
Shares are released from collateral and allocated to active
employees based on the proportion of debt service paid in the plan
year. Contributions to the ESOT charged to expense were $3,570,000,
$2,904,000 and $2,571,000 for the years ended 1997, 1996 and 1995,
respectively.
Effective April 1, 1994, the Company adopted Statement of
Position 93-6 "Employers' Accounting for Employee Stock Ownership
Plans" for shares purchased subsequent to December 31, 1992.
Accordingly, the shares pledged as collateral are reported as unearned
ESOP shares in the statement of financial position. As shares
purchased after December 31, 1992 are released from collateral, the
Company reports compensation expense equal to the current market price
of the shares, and the shares become outstanding for earnings per
share computations. Dividends on allocated ESOP shares are recorded
as a reduction of retained earnings; dividends on unallocated ESOP
shares are recorded as a reduction of debt and accrued interest.
<PAGE> 59
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
10. EMPLOYEE BENEFIT PLANS, continued
Shares purchased prior to December 31, 1992 are not accounted for
under the above guidance. Dividends are recorded as a reduction of
retained earnings, shares are considered outstanding for earnings per
share calculation, and compensation expense is based upon debt
service.
The shares held by ESOP as of March 31 were as follows:
Shares issued Shares issued
prior to subsequent to
December 31, 1992 December 31, 1992
------------------------------------------
1997 1996 1997 1996
------------------------------------------
(in thousands) (in thousands)
Allocated shares 1,487 1,367 78 43
Shares committed to be
released - - 11 11
Unreleased shares 749 980 742 783
Fair value of
unreleased shares $ 7,574 9,499 18,926 18,988
==========================================
For purposes of this schedule, fair value of unreleased shares
issued prior to December 31, 1992 is defined as the historical cost of
such shares. Fair value of unreleased shares issued subsequent to
December 31, 1992 is defined as the March 31 trading value of such
shares for 1997 and 1996.
Oxford insures various group life and group disability insurance
plans covering employees of the consolidated group. Premiums earned
were $2,370,000, $2,138,000 and $1,896,000 during the years ended
December 31, 1996, 1995 and 1994, respectively, and were eliminated in
consolidation.
11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
The Company provides medical and life insurance benefits to
retired employees and eligible dependents over age 65 if the employee
meets specified age and service requirements.
The Company uses the accrual method of accounting for
postretirement benefits. The Company continues to fund medical and
life insurance benefit costs as claims are incurred.
The components of net periodic postretirement benefit cost for
1997, 1996 and 1995 are as follows:
1997 1996 1995
----------------------
(in thousands)
Service cost for benefits earned
during the period $ 381 346 360
Interest cost on APBO 407 422 382
Other components (58) (81) -
----------------------
Net periodic postretirement benefit cost $ 730 687 742
======================
<PAGE> 60
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS, continued
The 1997 and 1996 postretirement benefit liability included the
following components:
1997 1996
-----------------
(in thousands)
Actuarial present value of postretirement
benefit obligation:
Retirees $ (1,360) (2,010)
Eligible active plan participants (344) (344)
Other active plan participants (2,408) (3,597)
-----------------
Accumulated postretirement benefit obligation (4,112) (5,951)
Unrecognized net gain (3,838) (1,366)
-----------------
$ (7,950) (7,317)
=================
The discount rate assumptions in computing the information above
were as follows:
1997 1996 1995
----------------------------
Accumulated postretirement benefit obligation 7.50% 7.00% 8.50%
The year-to-year fluctuations in the discount rate assumptions
primarily reflect changes in U.S. interest rates. The discount rate
represents the expected yield on a portfolio of high-grade (AA-AAA
rated or equivalent) fixed-income investments with cash flow streams
sufficient to satisfy benefit obligations under the plans when due.
The assumed health care cost trend rate used in measuring the
accumulated postretirement benefit obligation was 7.50% in 1997,
declining annually to an ultimate rate of 4.20% in 2011.
If the health care cost trend rate assumptions were increased by
1.0%, the APBO as of March 31, 1997 would be increased by
approximately $635,000. The effect of this change on the sum of the
service cost and interest cost components of net periodic
postretirement benefit cost for 1997 would be an increase of
approximately $105,000.
Postemployment benefits provided by the Company are not material.
12. REINSURANCE
The Company's insurance subsidiaries assume and cede reinsurance
on both a coinsurance and risk premium basis. RWIC and Oxford obtain
reinsurance for that portion of risks exceeding retention limits. The
maximum amount of life insurance retained on any one life is $100,000.
RWIC also reinsures a wide range of property-casualty risks with
third parties and insures general and auto liability, multiple peril
and workers' compensation coverage for the consolidated group,
independent fleet owners and customers as a direct writer and as a
reinsurer through third party companies.
To the extent that a reinsurer is unable to meet its obligation
under the related reinsurance agreements, the Company would remain
liable for the unpaid losses and loss expenses. Pursuant to certain
of these agreements, the Company holds letters of credit of
$15,100,000 from reinsurers. The Company has issued letters of credit
of $1,900,000 in favor of certain ceding companies.
<PAGE> 61
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
12. REINSURANCE, continued
RWIC insures and reinsures general liability, auto liability and
workers' compensation coverage for member companies of the consolidated
group. Premiums earned by RWIC on these policies were $19,700,000,
$12,700,000 and $20,600,000 during the years ended December 31, 1996,
1995 and 1994, respectively, and were eliminated in consolidation.
RWIC is a reinsurer of municipal bond insurance through an
agreement with MBIA, Inc. Premiums generated through this agreement
are recognized on a pro rata basis over the contract coverage period.
Unearned premiums on this coverage were $5,000,000 and $4,800,000 as
of December 31, 1996 and 1995, respectively. RWIC's share of case
loss reserves related to this coverage was insignificant at December
31, 1996. RWIC's aggregate exposure for Class 1 municipal bond
insurance was $876,900,000 as of December 31, 1996.
A summary of reinsurance transactions by business segment
follows:
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
----------------------------------------------------
(in thousands)
Year ended 1996
- ---------------
Life insurance
in force $ 35,298 463 2,392,339 2,427,174 99%
==========================================
Premiums earned:
Life $ 1,869 18 8,016 9,867 81%
Accident and
health 4,740 171 1,469 6,038 24%
Annuity 82 - 10,836 10,918 99%
Property
casualty 108,440 26,148 54,488 136,780 40%
------------------------------------------
Total $ 115,131 26,337 74,809 163,603
==========================================
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
----------------------------------------------------
(in thousands)
Year ended 1995
- ---------------
Life insurance
in force $ 35,257 481 2,586,485 2,621,261 99%
==========================================
Premiums earned:
Life $ 2,078 17 8,414 10,475 80%
Accident and
health 4,877 183 2,574 7,268 35%
Annuity - - 8,453 8,453 100%
Property
casualty 91,373 33,031 69,711 128,053 54%
------------------------------------------
Total $ 98,328 33,231 89,152 154,249
==========================================
<PAGE> 62
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
12. REINSURANCE, continued
Percentage
Ceded Assumed of amount
Direct to other from other Net assumed to
amount companies companies amount net
----------------------------------------------------
(in thousands)
Year ended 1994
Life insurance
in force $ 32,046 500 2,729,372 2,760,918 99%
==========================================
Premiums earned:
Life $ 1,601 16 8,149 9,734 84%
Accident and
health 3,980 198 1,513 5,295 29%
Annuity 61 - 7,696 7,757 99%
Property
casualty 86,869 40,871 66,864 112,862 59%
------------------------------------------
Total $ 92,511 41,085 84,222 135,648
==========================================
13. CONTINGENT LIABILITIES AND COMMITMENTS
The Company occupies certain facilities and uses certain
equipment under operating lease commitments with terms expiring
through 2079. Lease expense was $85,903,000, $69,097,000 and
$66,487,000 for the years ended 1997, 1996 and 1995, respectively.
During the year ended March 31, 1997, a subsidiary of U-Haul entered
into twelve transactions, and has subsequently entered into nine
additional transactions, whereby the Company sold rental trucks or
trailers and subsequently leased back. The Company has guaranteed
$54,001,000 of residual values and an additional $9,252,000 subsequent
to March 31, 1997 for these assets at the end of the respective lease
terms. U-Haul also entered into one transaction whereby the Company
sold rental trailers, and also entered into six transactions, whereby
the Company sold computer equipment and subsequently leased back.
Certain leases contain renewal and fair market value purchase options
as well as mileage and other restrictions similar to covenants
disclosed in Note 5 of Notes to Consolidated Financial Statements (Note 5)
for notes payable and loan agreements.
Following are the lease commitments for leases having terms of
more than one year (in thousands):
Year end 1997
--------------------------- Net activity
Property, plant Rental subsequent to
Year ended and other equipment fleet year end Total
------------------------------------------------------------------------
1998 $ 5,167 88,220 (5,298) 88,089
1999 4,741 88,220 (6,426) 86,535
2000 3,793 88,220 (6,426) 85,587
2001 2,344 72,300 (1,218) 73,426
2002 801 48,834 4,098 53,733
Thereafter 8,367 98,792 14,164 121,323
----------------------------------------------------
$ 25,213 484,586 (1,106) 508,693
====================================================
Subsequent to March 31, 1997, the Company has reduced future lease
commitments by $47,265,000 through early termination of certain leases.
Residual value guarantees were also reduced by $7,627,000 in connection
with the terminations.
<PAGE> 63
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
13. CONTINGENT LIABILITIES AND COMMITMENTS, continued
In December 1996, the Company executed a $100 million Operating Lease
Facility (the Facility) with a number of financial institutions. Under the
Facility, the lessor acquires land to be developed for storage locations by the
Company, as Construction Agent, or acquires existing storage locations with
advances of funds (the Advances) made by certain parties to the Facility.
The Company will separately lease land and improvements, including completed
locations capitalized by the lessor, under the Facility and the respective
lease supplements. Funding under the Facility totaled $20,498,000 at
March 31, 1997.
The Facility contains certain restrictions similar to those contained in
Note 5. Upon occurence of any event of default, the lessor may rescind or
terminate any or all leases and, among other things, require the Company to
repurchase any or all of the properties. The Facility has a three year term,
subject to the Company's option, with the consent of other parties, to renew
for successive one year terms.
Upon the expiration of the Facility, the Company will be required to
either purchase all of the properties based on a purchase price equal to all
amounts outstanding under the Advances, including the interest and yield
thereon or, remarket all of the properties to a third party purchaser who may
become a subsequent lessor to the Company.
In the normal course of business, the Company is a defendant in a
number of suits and claims. The Company is also a party to several
administrative proceedings arising from state and local provisions that
regulate the removal and/or cleanup of underground fuel storage tanks.
It is the opinion of management that none of such suits, claims or
proceedings involving the Company, individually or in the aggregate,
are expected to result in a material loss. Also see Notes 12 and 14 of
Notes to Consolidated Financial Statements.
14. LEGAL PROCEEDINGS
A judgment was entered on February 21, 1995, in the Shoen
Litigation against Edward J. Shoen, James P. Shoen, Paul F. Shoen,
Aubrey K. Johnson, John M. Dodds, and William E. Carty, who are current
members of the Board of Directors of the Company. 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 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, the court ruled that
the plaintiffs elected as their remedy in this lawsuit to transfer
their shares of stock in the Company to the defendants upon the
satisfaction of the judgment. The 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 and the plaintiffs have
subsequently cross appealed the judge's remittitur of the punitive
damages from $70 million to $7 million.
<PAGE> 64
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
14. LEGAL PROCEEDINGS, continued
Pursuant to separate indemnification agreements, the Company
agreed to indemnify the defendants to the fullest extent permitted by
law or the Company's Articles 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 implicated rights held by the Company.
For example, pursuant to the Company's By-Laws, the Company had certain
rights of first refusal with respect to the transfer of the plaintiffs'
stock. Furthermore, the defendants' rights to acquire the plaintiffs'
stock may have presented a corporate opportunity which the Company
would be 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 proposed the same funding and
treatment of the plaintiffs' claims resulting from the judgment in the
Shoen Litigation. The plans of reorganization, as amended and restated
on February 29, 1996, were confirmed by the bankruptcy court on March
15, 1996. The plans, as confirmed, shall collectively be referred to
as the "Plan."
On October 17, 1995 the Company entered into an agreement (the
Agreement) with the Director-Defendants whereby 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.
Pursuant to the Plan, the Company repurchased the plaintiffs'
shares of Common Stock as described in Note 6 in Notes to Consolidated
Financial Statements. As a result, the judgment in the Shoen
Litigation was satisfied in full. On October 1, 1996, the
Director-Defendants emerged from bankruptcy upon the filing of notice
with the bankruptcy court that the effective date of the Plan had
occurred and that the Plan had been performed and was substantially
consummated.
As of the date hereof, an issue remains regarding whether or not
the plaintiffs are entitled to statutory post-judgment interest at the
rate of ten percent (10%) per year from February 21, 1995 (the date the
Director-Defendants filed for protection under Chapter 11) until the
judgment was satisfied. On July 19, 1996, the bankruptcy court ruled
the plaintiffs are entitled to such interest. The Director-Defendants
and the Company have appealed the court's decision, The Company has
deposited approximately $48.2 million into an escrow account to secure
payment of the disputed interest, pending final resolution of this
issue (including all appeals by either side) which has been recorded as
a component of other assets in the 1997 accompanying balance sheet. If
the interest issue is decided adversely to the Company and the Director-
Defendants, the amount deposited into the escrow account will be
transferred to the plaintiffs. The ultimate outcome of this issue will
not have the effect of increasing or decreasing the Company's net
earnings, but could reduce stockholders' equity.
The Company has deducted for income tax purposes approximately
$324.0 million of the payments made to the plaintiffs. While the
Company believes that such income tax deductions are appropriate, there
can be no assurance that such deductions ultimately will be allowed in
full.
<PAGE> 65
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
15. PREFERRED STOCK PURCHASE RIGHTS
In July 1988, the Company's Board of Directors adopted a
stockholder-rights plan, and such rights were distributed as a
dividend at the rate of one right for each outstanding share of the
Company's common stock to the holders of record of common shares on
July 29, 1988. As a result of the 400-for-1 common stock split that
occurred on October 1, 1990, each outstanding share of common stock
currently has one four-hundredth of a right associated with it. When
exercisable, each right will entitle its holder to purchase from the
Company one one-hundredth of a share of the new Series C Preferred
Stock of the Company at a price of $15,000. AMERCO has reserved 5,000
shares of authorized but unissued preferred stock for the Series C
Preferred Stock authorized in this stockholder-rights plan. The
rights will become exercisable if a person or group of affiliated or
associated persons acquire or obtain the right to acquire beneficial
ownership of 50% or more of the common stock without approval of a
majority of the Board of Directors of the Company. The majority
approval must be made by members of the Board who were members as of
July 25, 1988 (Disinterested Directors) or subsequent members elected
to the Board if such persons are recommended or approved by a majority
of the Disinterested Directors. The rights will expire on July 29,
1998 unless earlier redeemed by the Company pursuant to authorization
by a majority of the Disinterested Directors.
In the event the Company is acquired in a merger or other
business combination transaction after the rights become exercisable,
provision shall be made so that each holder of a right shall have the
right to receive, upon exercise thereof and payment of the exercise
price, that number of common shares of such corporation which at the
time of such transaction would have a market or book value of two
times the exercise price of the right. If the Company is the
surviving company, each holder would have the right to receive, upon
payment of the exercise price, common shares with a market or book
value of two times the exercise price.
16. STOCK OPTION PLAN
In October 1992, the stockholders approved a ten year incentive
plan entitled the AMERCO Stock Option and Incentive Plan (the Plan)
for officers and key employees of the Company.
Under the Plan, Incentive Stock Options (ISOs), Non-qualified
Stock Options, Stock Appreciation Rights (SAR), Restricted Stock
Dividend Equivalents and Performance Shares may be awarded. The
aggregate numbers of shares of stock subject to award under the Plan
may not exceed 3,000,000. The stock subject to the Plan is AMERCO
Common Stock unless prior to the date the first award is made under
the Plan, a Committee of at least two Board members determines, in its
discretion, to utilize another class of the Company's stock.
The Plan provides for the granting of ISOs as defined under the
Internal Revenue Code and Non-qualified Stock Options under such terms
and conditions as the Committee determines in its discretion. The
ISOs may be granted at prices not less than one-hundred percent of the
fair market value at the date of grant with a term not exceeding ten
years.
The Plan provides for the granting of SARs subject to certain
conditions and limitations to holders of options under the Plan. SARs
permit the optionee to surrender an exercisable option for an amount
equal to the excess of the market price of the common stock over the
option price when the right is exercised.
<PAGE> 66
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
16. STOCK OPTION PLAN, continued
Under the Restricted Stock feature of the Plan, a specified
number of common shares may be granted subject to certain
restrictions. Restriction violations during a specified period result
in forfeiture of the stock. The Committee may, at its discretion,
impose any restrictions on a Restricted Stock award.
The Plan authorizes the Committee to grant Dividend Equivalents
in connection with options. Dividend Equivalents are rights to
receive additional shares of Company stock at the time of exercise of
the option to which such Dividend Equivalents apply.
Under the Plan, Performance Share units may be granted. Each
unit is deemed to be the equivalent of one share of Company stock and
such units are credited to a Performance Share account. The value of
the units at the time of award or payment is the fair market value of
an equivalent number of shares of stock. At the end of the award
period, payment may be made subject to certain predetermined criteria
and restrictions.
To date, no stock options or awards have been granted.
17. RELATED PARTY TRANSACTIONS
The Company has related party transactions with certain major
stockholders, directors and officers of the consolidated group as
disclosed in Notes 2, 6, 9 and 15 of Notes to Consolidated Financial
Statements.
During the years ended 1997, 1996 and 1995, the Company purchased
$3,281,000, $3,122,000 and $3,417,000, respectively, of printing from
a company wherein an officer is a major stockholder, director and
officer of the Company.
During the years ended 1997 and 1996, the Company purchased
$11,164,000 and $1,558,000 of computer components from a company
wherein a major stockholder was the family trust of a major
stockholder, director and officer of the Company, until June 1, 1996.
There were no purchases from the Company during the year ended 1995.
Pursuant to a Share Repurchase and Registration Rights Agreement,
dated May 1, 1992, among Sophia M. Shoen, Sophmar, Inc., and the
Company, Sophia M. Shoen had the right to require the Company to
repurchase, with certain limitations, up to $3,000,000 of Common Stock
owned by her. The Sophia Shoen Registration Rights Agreement provides
that the Company's obligations to repurchase any shares from Sophia M.
Shoen may be satisfied if such shares are purchased by the ESOP Trust.
Pursuant to the Sophia Shoen Registration Rights Agreement, on June 30,
1994, Sophia M. Shoen sold 88,235 shares of Common Stock to the ESOP
Trust at the then appraised value of $17.00 per share, for an aggregate
sales price of approximately $1,500,000. In addition, Sophia M. Shoen,
subject to certain limitations and restrictions, may also elect under
the Sophia Shoen Registration Rights Agreement to cause the Company to
effect a registration under the Securities Act of 1933, as amended, and
applicable state securities laws of shares of Common Stock held by her.
Sophia M. Shoen sold 575,000 shares of Common Stock to the public in
late 1994 pursuant to her registration rights. Sophia Shoen has
reached a tentative agreement with the Company, subject to execution of
definitive agreements, whereby the Company will pay Sophia Shoen the
sum of $1,250,000 to terminate the Share Repurchase and Registration
Right Agreement. Sophia M. Shoen is a major stockholder and is the
sister of Edward J., Mark V. and James P. Shoen, who are major
stockholders and directors of the Company.
<PAGE> 67
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
17. RELATED PARTY TRANSACTIONS, continued
Pursuant to a Share Repurchase and Registration Rights Agreement,
dated as of March 1, 1992, among Paul F. Shoen, Pafran, Inc. and the
Company, Paul F. Shoen had the right to require the Company to
repurchase, with certain limitations, up to $3,000,000 of Common Stock
owned by him. The Paul Shoen Registration Rights Agreement provides
that the Company's obligation to repurchase any shares from Paul F.
Shoen shall be satisfied if such shares are purchased by the ESOP
Trust. Pursuant to the Paul Shoen Registration Rights Agreement, (i)
on June 30, 1994, Paul F. Shoen sold 58,825 shares of Common Stock to
the ESOP Trust at the then appraised value of $17.00 per share for an
aggregate sales price of approximately $1,000,000 and (ii) on January
17, 1995, Paul F. Shoen sold 50,632 shares of Common Stock to the ESOP
Trust at the most recent closing price for the Common Stock trading on
Nasdaq of $19.75 per share for an aggregate sales price of
approximately $1,000,000. In addition, Paul F. Shoen, subject to
certain limitations and restrictions, may also elect under the Paul
Shoen Registration Rights Agreement to cause the Company to effect a
registration under the Securities Act of 1933, as amended, and
applicable state securities laws of shares of Common Stock held by him.
Paul F. Shoen sold 500,000 shares of Common Stock to the public in
March of 1995 pursuant to his registration rights. Paul F. Shoen is a
major stockholder and director of the Company.
On February 9, 1995, Paul F. Shoen executed a settlement
agreement with the Company whereby Paul F. Shoen agreed to the
dismissal of certain claims he had asserted in an arbitration
proceeding and in an action in the United States District Court for
the District of Nevada. In exchange for Paul F. Shoen's agreement to
dismiss such claims, the Company agreed, among other things, to work
in good faith toward appointing independent trustees for the ESOP and
to place Paul F. Shoen on the management's slate of directors for the
1994 Annual Meeting of Stockholders. In addition, the settlement
agreement provided for the Company to pay Paul F. Shoen $925,000 and
for the Company to receive a full release of all claims by Paul F.
Shoen through the settlement date, including but not limited to,
claims for reimbursement of attorneys fees related to all matters to
which Paul F. Shoen is or was a party. The terms of the settlement
will not result in a material adverse effect of the Company's
financial position or results of operations.
On December 18, 1995, the Company reimbursed Paul F. Shoen
$1,500,000 for a payment made to the plaintiffs in partial satisfaction
of the judgment in the Shoen Litigation.
Management believes that these transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions.
18. SUPPLEMENTAL CASH FLOW INFORMATION
The (increase) decrease in receivables, inventories and accounts
payable and accrued liabilities net of other operating and investing
activities follows:
Year ended
---------------------------------------
1997 1996 1995
---------------------------------------
(in thousands)
Receivables $ 75,150 (45,734) (57,645)
=======================================
Inventories $ (19,903) 4,446 (1,325)
=======================================
Accounts payable and
accrued expenses $ (20,819) 24,137 3,549
=======================================
<PAGE> 68
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
19. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE
SUBSIDIARIES
A summary consolidated balance sheet for RWIC is presented below:
December 31,
----------------------
1996 1995
----------------------
(in thousands)
Investments - fixed maturities $ 401,198 414,323
Other investments 13,609 16,730
Receivables 116,373 138,650
Deferred policy acquisition costs 8,622 9,858
Due from affiliate 24,223 15,107
Deferred federal income taxes 16,941 17,298
Other assets 28,721 7,488
-------------------
Total assets $ 609,687 619,454
===================
Policy liabilities and accruals $ 338,047 345,984
Unearned premiums 50,699 64,379
Premium deposits - -
Other policyholders' funds and liabilities 28,592 20,909
-------------------
Total liabilities 417,338 431,272
Stockholder's equity 192,349 188,182
-------------------
Total liabilities and
stockholder's equity $ 609,687 619,454
===================
<PAGE> 69
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
19. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE
SUBSIDIARIES, continued
A summarized consolidated income statement for RWIC is presented
below:
Year ended December 31,
-----------------------------------
1996 1995 1994
-----------------------------------
(in thousands)
Premiums $ 156,505 140,752 133,437
Net investment income 30,572 29,906 29,026
Other income 2,016 1,714 2,835
-----------------------------------
Total revenue 189,093 172,372 165,298
Benefits and losses 131,407 129,497 115,217
Amortization of deferred policy
acquisition costs 9,858 8,973 6,644
Other expenses 29,566 12,466 20,281
-----------------------------------
Income from operations 18,262 21,436 23,156
Federal income tax expense (5,502) (6,722) (6,960)
-----------------------------------
Net income $ 12,760 14,714 16,196
===================================
A summary consolidated balance sheet for Oxford is presented
below:
December 31,
---------------------
1996 1995
---------------------
(in thousands)
Investments - fixed maturities $ 458,496 465,379
Other investments 92,762 90,234
Receivables 13,553 16,734
Deferred policy acquisition costs 39,976 40,137
Due from affiliate 149 148
Deferred federal income taxes (9,908) (14,585)
Other assets 2,142 1,668
-------------------
Total assets $ 597,170 599,715
===================
Policy liabilities and accruals $ 80,589 73,203
Unearned premiums - -
Premium deposits 433,397 410,787
Other policyholders' funds and liabilities 7,931 9,539
-------------------
Total liabilities 521,917 493,529
Stockholder's equity 75,253 106,186
-------------------
Total liabilities and
stockholder's equity $ 597,170 599,715
===================
<PAGE> 70
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
19. SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF INSURANCE
SUBSIDIARIES, continued
A summarized consolidated income statement for Oxford is
presented below:
Year ended December 31,
-----------------------------------
1996 1995 1994
-----------------------------------
(in thousands)
Premiums $ 27,832 27,073 23,526
Net investment income 18,746 16,508 14,060
Other income 2,294 6,801 3,202
-----------------------------------
Total revenue 48,872 50,382 40,788
Benefits and losses 23,354 21,743 18,200
Amortization of deferred policy
acquisition costs 6,635 8,158 4,252
Other expenses 8,309 7,871 8,598
-----------------------------------
Income from operations 10,574 12,610 9,738
Federal income tax expense (2,771) (4,233) (2,500)
-----------------------------------
Net income $ 7,803 8,377 7,238
===================================
Applicable laws and regulations of the State of Arizona require
maintenance of minimum capital determined in accordance with statutory
accounting practices in the amount of $400,000 for Oxford and
$1,000,000 for RWIC. In addition, the amount of dividends which can
be paid to shareholders by insurance companies domiciled in the State
of Arizona is limited. Any dividend in excess of the limit requires
prior regulatory approval. Statutory surplus which can be distributed
as dividends is $16,108,000 at December 31, 1996.
Audited statutory net income for RWIC for the years ended
December 31, 1996, 1995 and 1994 was $16,807,000, $12,273,000 and
$13,611,000, respectively; audited statutory capital and surplus was
$161,085,000 and $152,156,000 at December 31, 1996 and 1995,
respectively.
Audited statutory net income for Oxford for the years ended
December 31, 1996, 1995 and 1994 was $12,815,000, $8,912,000 and
$12,150,000, respectively; audited statutory capital and surplus was
$49,576,000 and $73,580,000 at December 31, 1996 and 1995,
respectively.
<PAGE> 71
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
20. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA
Industry Segment Data - AMERCO's three industry segments are
Moving and Storage Operations, Property/Casualty insurance and Life
insurance. Moving and Storage Operations is composed of the operations
of U-Haul International, Inc., which is engaged in the rental of
various kinds of equipment and sales of related products and services
and AREC. Property/Casualty insurance is composed of the operations
of Republic Western Insurance Company which operates in various
property and casualty lines. Life insurance is composed of the
operations of Oxford Life Insurance Company which operates in various
life, accident and health and annuity lines.
Information concerning operations by industry segment follows:
Moving Property/ Adjustments
and Storage Casualty Life and
Operations Insurance Insurance Eliminations Consolidated
------------------------------------------------------------
(in thousands)
1997
- ----
Revenues:
Outside $1,208,588 169,322 47,193 - 1,425,103
Intersegment - 19,771 1,679 (21,450) -
----------------------------------------------------------
Total revenue $1,208,588 189,093 48,872 (21,450) 1,425,103
==========================================================
Pretax
operating
profit $ 128,215 18,262 10,574 - 157,051
============================================
Interest
expense 73,523
Pretax ---------
earnings
from
operations $ 83,528
=========
Identifiable
assets $1,811,145 609,687 597,170 (299,008) 2,718,994
==========================================================
Depreciation/
amortization $ 75,607 12,040 6,717 - 94,364
==========================================================
Capital
expenditures $ 203,943 - - - 203,943
==========================================================
<PAGE> 72
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
20. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Moving Property/ Adjustments
and Storage Casualty Life and
Operations Insurance Insurance Eliminations Consolidated
------------------------------------------------------------
(in thousands)
1996
- ----
Revenues:
Outside $1,141,568 159,609 49,101 - 1,350,278
Intersegment (656) 12,763 1,281 (13,388) -
----------------------------------------------------------
Total revenue $1,140,912 172,372 50,382 (13,388) 1,350,278
Pretax ==========================================================
operating
profit $ 129,082 21,436 12,610 656 163,784
============================================
Interest
expense 67,558
Pretax ---------
earnings
from
operations $ 96,226
=========
Identifiable
assets $1,916,534 619,454 599,715 (312,296) 2,823,407
==========================================================
Depreciation/
amortization $ 83,734 11,176 7,517 - 102,427
==========================================================
Capital
expenditures $ 291,057 - - - 291,057
==========================================================
Moving Property/ Adjustments
and Storage Casualty Life and
Operations Insurance Insurance Eliminations Consolidated
------------------------------------------------------------
(in thousands)
1995
- ----
Revenues:
Outside $1,097,111 144,642 39,347 - 1,281,100
Intersegment (42) 20,657 1,444 (22,059) -
----------------------------------------------------------
Total revenue $1,097,069 165,299 40,791 (22,059) 1,281,100
==========================================================
Pretax
operating
profit $ 128,278 23,074 9,824 42 161,218
============================================
Interest
expense 67,762
---------
Pretax
earnings
from
operations $ 93,456
=========
Identifiable
assets $1,825,683 579,821 479,778 (281,605) 2,603,677
==========================================================
Depreciation/
amortization $ 150,187 8,913 4,790 - 163,890
==========================================================
Capital
expenditures $ 434,992 - - - 434,992
==========================================================
<PAGE> 73
AMERCO AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements, Continued
20. INDUSTRY SEGMENT AND GEOGRAPHIC AREA DATA, continued
Geographic Area Data - United States Canada Consolidated
(Canada is in U.S. $'s) ---------------------------------------
(in thousands)
1997
- ----
Revenues $ 1,394,774 30,329 1,425,103
Pretax earnings
from operations $ 81,686 1,842 83,528
Identifiable assets $ 2,674,603 44,391 2,718,994
1996
- ----
Revenues $ 1,321,233 29,045 1,350,278
Pretax earnings
from operations $ 92,699 3,527 96,226
Identifiable assets $ 2,777,146 46,261 2,823,407
1995
- ----
Revenues $ 1,252,746 28,354 1,281,100
Pretax earnings
from operations $ 90,378 3,078 93,456
Identifiable assets $ 2,550,252 53,425 2,603,677
21. SUBSEQUENT EVENTS
In February 1997, the Company, through its insurance subsidiaries,
invested in the equity of a limited partnership in a Texas-based self-
storage corporation. RWIC invested $13,500,000 in exchange for a 27.3%
limited partnership and Oxford invested $11,000,000 in exchange for a
22.2% limited partnership. U-Haul is a 50% owner of a corporation which
is a general partner in the Texas-based self-storage corporation. The
Company has a $10,000,000 note receivable from the corporation.
On May 6, 1997, the Company declared a cash dividend of $3,241,000
($.53125 per preferred share) to preferred stockholders of record as of
May 16, 1997.
See Notes 13 and 17 of Notes to Consolidated Financial Statements
for other subsequent event disclosures.
<PAGE> 74
<TABLE>
<CAPTION>
SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS
Additional Information
The following Summary of Earnings of Independent Trailer Fleets is
presented for purposes of analysis and is not a required part of the basic
financial statements. Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements by Price
Waterhouse LLP, independent accountants, whose report thereon appears elsewhere
herein.
Years Ended March 31,
--------------------------------------------------------------------
1997 1996 1995 1994 1993
--------------------------------------------------------------------
(in thousands except earnings per $100 of average investment)
<S> <C> <C> <C> <C> <C>
Earnings data (Note A):
Fleet Owner income:
Credited to Fleet Owner gross
rental income $ 3,214 4,181 5,288 6,556 7,827
Credited to Distribution, Accident
and Canadian Duty Fund (Note D) 36 69 66 71 114
-------- ----- ----- ----- -----
Total Fleet Owner income 3,250 4,250 5,354 6,627 7,941
-------- ----- ----- ----- -----
Fleet Owner operation expenses:
Charged to Fleet Owner (Note C) 1,639 2,182 2,127 2,404 3,100
Charged to Distribution, Accident
and Canadian Duty Funds (Note D) 131 254 234 237 290
-------- ----- ----- ----- -----
Total Fleet Owner operation
expenses 1,770 2,436 2,361 2,641 3,390
-------- ----- ----- ----- -----
Fleet Owner earnings before
Distribution, Accident and
Canadian Duty Funds credit,
depreciation and income taxes 1,480 1,814 2,993 3,986 4,551
Distribution, Accident and Canadian
Duty Funds credit (Note D) 95 185 168 165 176
-------- ----- ----- ----- -----
Net Fleet Owner earnings before
depreciation and income taxes $ 1,575 1,999 3,161 4,151 4,727
======== ===== ===== ===== =====
Investment data (Note A):
Amount at end of year $ 977 3,138 4,382 5,257 6,332
======== ===== ===== ===== =====
Average amount during year $ 2,339 3,701 4,820 5,668 6,976
======== ===== ===== ===== =====
Net Fleet Owner earnings before
depreciation and income taxes
per $100 of average investment
(Note B) $ 67.38 54.04 65.59 73.23 67.76
======== ===== ===== ===== =====
The accompanying notes are an integral part of this Summary of Earnings of Independent Trailer Fleets.
</TABLE>
<PAGE> 75
NOTES TO SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS
Additional Information
(A) The accompanying Summary of Earnings of Independent Trailer Fleets includes
the operations of trailers under the brand name of "U-Haul" owned by
Independent Fleet Owners. Earnings data represent the aggregate results of
operations before depreciation and taxes. Investment data represent the
cost of trailers and investments before accumulated depreciation.
Fleet Owner income is based on Independent Rental Dealer reports of rentals
transacted through the day preceding the last Monday of each month and
received by U-Haul International, Inc. by the end of the month and Company-
Operated U-Haul Center reports of rentals transacted through the last day of
each month. Payments to Fleet Owners for trailers lost or retired from
rental service as a result of damage by accident have not been reflected in
this summary because such payments do not relate to earnings before
depreciation and income taxes but, rather, investment (depreciation).
The investment data is based upon the cost of trailers to the Fleet Owners
as reflected by sales records of U-Haul's manufacturing facilities.
(B) The summary of earnings data stated in terms of amount per $100 of average
investment represents the aggregate results of operations (earnings data)
divided by the average amount of investment during the periods. The average
amount of investment is based upon a simple average of the month-end
investment during each period. Average earnings data is not necessarily
representative of an individual Fleet Owner's earnings.
(C) A summary of operations expenses charged directly to Independent Fleet
Owners follows:
Year ended March 31,
---------------------------------------
1997 1996 1995 1994 1993
---------------------------------------
(in thousands)
Licenses $ 434 436 503 520 593
Public liability insurance 198 264 320 392 510
Repairs and maintenance 1,007 1,482 1,304 1,492 1,997
---------------------------------------
$ 1,639 2,182 2,127 2,404 3,100
=======================================
(D) The Fleet Owners, Independent Rental Dealers, U-Haul International, Inc. and
Subsidiary U-Haul Rental Companies forego normal commissions on a portion of
gross rental fees designated for transfer to the Distribution Fee Fund, the
Accident Fund, and the Canadian Duty Fund. Designated expenses, otherwise
chargeable to Fleet Owners, are paid from these Funds to the extent of the
financial resources of the Funds. The amounts designated "Distribution,
Accident and Canadian Duty Funds credit" in the accompanying summary of
earnings represent Operator Contribution expenses borne by the Funds, which
exceed Independent Fleetowner commissions foregone.
<PAGE> 76
NOTES TO SUMMARY OF EARNINGS OF INDEPENDENT TRAILER FLEETS, continued
Additional Information
(E) Commissions foregone for transfer to the Distribution, Accident and Canadian
Duty Funds (net of fees in excess of expenses incurred) follows:
Fleet Owners
Subsidiary ----------------------
U-Haul Subsidiary
Companies Companies Independent Total
-----------------------------------------------
(in thousands)
Year ended:
March 31, 1997 882 439 36 1,357
March 31, 1996 1,287 624 69 1,980
March 31, 1995 986 465 66 1,517
March 31, 1994 873 399 71 1,343
March 31, 1993 879 358 114 1,351
(F) A summary of Independent Fleet Owner expenses incurred by the Funds follows:
<TABLE>
<CAPTION>
Year ended March 31,
--------------------------------------------
1997 1996 1995 1994 1993
--------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Accident repairs $ 1,111 1,675 1,295 1,085 1,199
Less portion allocated to fleets owned by subsidiary
companies 980 1,421 1,061 848 909
------ ----- ----- ----- -----
Total Independent Fleet Owner expenses paid
by funds 131 254 234 237 290
Add portion allocated to fleets owned by subsidiary
companies 980 1,421 1,061 848 909
Return of investment (accident reimbursement) 246 305 222 258 152
------ ----- ----- ----- -----
Total expenses incurred by Funds $ 1,357 1,980 1,517 1,343 1,351
====== ===== ===== ===== =====
</TABLE>
<PAGE>
Schedule I
Condensed Financial Information of Registrant
AMERCO
Balance Sheets
March 31,
1997 1996
------------------------
(in thousands)
Assets
- ------
Cash $ 1,388 5,487
Investment in subsidiaries 629,415 613,606
Due from unconsolidated subsidiaries 881,700 1,073,819
Other assets 56,798 3,849
------------------------
$ 1,569,301 1,696,761
========================
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities:
Notes and loans $ 915,079 929,236
Other liabilities 34,131 99,334
------------------------
Stockholders' equity:
Preferred stock - -
Common stock 10,563 10,000
Additional paid-in capital 337,933 165,756
Foreign currency translation (14,133) (11,877)
Net unrealized gain on investments 4,411 11,097
Retained earnings:
Beginning of year 609,019 561,589
Net earnings 51,865 60,394
Dividends paid (16,875) (12,964)
------------------------
644,009 609,019
Less:
Cost of common shares in treasury 359,723 111,118
Unearned employee stock
ownership plan shares 2,969 4,686
------------------------
Total stockholders' equity 620,091 668,191
------------------------
$ 1,569,301 1,696,761
========================
See accompanying notes to condensed financial
information and notes to consolidated financial statements
incorporated herein by reference.
<PAGE>
Schedule I, continued
Condensed Financial Information of Registrant
AMERCO
Statements of Earnings
Years Ended March 31,
1997 1996 1995
------------------------------------
(in thousands except per share data)
Revenues
- --------
Net interest income from
subsidiaries $ 58,723 63,133 66,050
Other revenue 2,445 753 465
------------------------------------
Total revenues 61,168 63,886 66,515
------------------------------------
Expenses
- --------
Interest expense 71,039 63,133 66,050
Other expenses 7,374 14,119 11,515
------------------------------------
Total expenses 78,413 77,252 77,565
------------------------------------
Operating loss (17,245) (13,366) (11,050)
Equity in earnings of
unconsolidated subsidiaries 98,895 107,550 102,583
Income tax expense (27,466) (33,790) (31,501)
Extraordinary loss on early
extinguishment of debt, net (2,319) - -
------------------------------------
Net earnings $ 51,865 60,394 60,032
====================================
Earnings from operations
before extraordinary loss
on early extinguishment of
debt $ 1.44 1.33 1.23
Extraordinary loss on early
extinguishment of debt, net (0.09) - -
------------------------------------
Net earnings $ 1.35 1.33 1.23
====================================
Weighted average common
shares outstanding 25,479,651 35,736,335 38,190,552
====================================
See accompanying notes to condensed financial
information and notes to consolidated financial statements
incorporated herein by reference.
<PAGE> 79
Schedule I, continued
Condensed Financial Information of Registrant
AMERCO
Statements of Cash Flows
Years Ended March 31,
1997 1996 1995
-----------------------------------
(in thousands)
Cash flows from operating activities:
Net earnings $ 51,865 60,394 60,032
Amortization, net 1,954 34 545
Equity in earnings of
subsidiaries 65,392 69,085 67,139
Increase (decrease) in amounts due
from unconsolidated subsidiaries 192,119 3,195 (91,475)
Net change in operating assets and
liabilities (63,961) (121,490) (100,639)
Other, net (8,641) 18,485 (8,194)
----------------------------------
Net cash provided (used) by
operating activities 238,728 29,703 (72,592)
----------------------------------
Cash flows from financing activities:
Net change in short term borrowings (347,000) 84,500 178,750
Proceeds from notes 562,000 140,000 -
Repayments from Leveraged Employee
Stock Ownership Plan loan 1,717 1,717 1,717
Principal payments on notes (229,157) (106,826) (89,706)
Debt issuance costs (5,612) (1,027) (319)
Issuance of common stock 73,709 - -
Issuance of preferred stock 98,546 - -
Preferred stock dividends paid (16,875) (12,964) (12,964)
Treasury Stock purchase, net (248,605) (100,657) -
Deferred tax-treasury stock (80,997) (34,938) -
Escrow deposit (48,234) - -
Extraordinary loss on early
extinguishment of debt, net (2,319) - -
----------------------------------
Net cash provided (used) by
financing activities (242,827) (30,195) 77,478
----------------------------------
Increase (decrease) in cash (4,099) (492) 4,886
Cash and cash equivalents
at beginning of year 5,487 5,979 1,093
----------------------------------
Cash and cash equivalents
at end of year $ 1,388 5,487 5,979
==================================
Income taxes paid in cash amounted to $4,721,000, $285,000 and
$8,794,000 for 1997, 1996 and 1995, respectively. Interest paid in
cash amounted to $67,492,000, $67,150,000 and $65,840,000 for 1997,
1996 and 1995, respectively.
See accompanying notes to condensed financial information and
notes to consolidated financial statements incorporated herein by
reference.
<PAGE> 80
Schedule I, continued
Condensed Financial Information of Registrant
AMERCO
Notes to Condensed Financial Information
March 31, 1997, 1996 and 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
AMERCO, a Nevada corporation, was incorporated in April, 1969,
and is the holding company for U-Haul International, Inc., Republic
Western Insurance Company, Oxford Life Insurance Company and Amerco
Real Estate Company. The financial statements of the Registrant
should be read in conjunction with the Consolidated Financial
Statements and notes thereto included in this Form 10-K.
The Company is included in a consolidated Federal income tax
return with all of its U.S. subsidiaries. Accordingly, the provision
for income taxes has been calculated for Federal income taxes of the
Registrant and subsidiaries included in the consolidated return of the
Registrant. State taxes for all subsidiaries are allocated to the
respective subsidiaries.
The financial statements include only the accounts of the
Registrant (a Nevada corporation), which include certain of the
corporate operations of AMERCO. The debt and related interest expense
of the Registrant have been allocated to the consolidated
subsidiaries. The intercompany interest income and expenses are
eliminated in the consolidated financial statements.
2. GUARANTEES
AMERCO has guaranteed performance of certain long-term leases.
See Note 13 of Notes to Consolidated Financial Statements.
3. NOTES AND LOANS PAYABLE
Notes and loans payable consist of the following:
March 31,
----------------------
1997 1996
----------------------
(in thousands)
Medium-term notes payable, unsecured,
5.85% to 8.08% interest
rates, due through 2027 $ 387,000 95,050
Note payable to insurance companies,
unsecured 6.43% to 10.27%
interest rates, due
through 2006 226,500 339,000
Notes payable to public,
unsecured, 7.85% interest
rate, due through 2004 175,000 -
Notes payable to banks, unsecured,
4.81% to 7.54% interest
rates, due through 2001 62,500 84,100
Other notes payable, unsecured,
9.50% interest rate,
due through 2005 79 86
Unsecured notes payable to banks
under revolving lines of credit,
5.74% to 5.80% interest rates 60,000 338,000
Other short-term promissory notes 4,000 73,000
--------------------
$ 915,079 929,236
====================
For additional information, see Note 5 of Notes to Consolidated
Financial Statements.
<PAGE> 81
<TABLE>
<CAPTION>
Schedule V
AMERCO AND CONSOLIDATED SUBSIDIARIES
Supplemental Information (For Property-Casualty Insurance Underwriters)
Years ended December 31, 1996, 1995 and 1994
Reserves Amorti-
for Unpaid zation Paid
Claims Claims and of Claims
Deferred and Claim Adjustment Deferred and
Policy Claim Net Net Expenses Incurred Policy Claim Net
Affiliation Acqui- Adjust- Discount Earned Invest- Related to Acqui- Adjust- Premiums
With sition ment if any, Unearned Premiums ment Current Prior sition ment Written
Year Registrant Costs Expenses Deducted Premiums (1) Income Year Year Costs Expenses (2)
- ---- ---------- ----- -------- -------- -------- ------- ------ ------ ----- ------ -------- -------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
97 Consolidated
property -
casualty entity $ 8,622 332,674 N/A 50,699 136,780 30,572 112,394 11,527 9,858 119,674 129,034
96 Consolidated
property -
casualty entity 9,858 341,981 N/A 64,379 128,083 29,906 114,110 8,292 8,973 109,372 125,789
95 Consolidated
property -
casualty entity 8,973 329,741 N/A 63,938 112,862 29,026 102,782 6,576 6,644 92,651 119,952
(1) The earned premiums are reported net of intersegment transactions. Earned
premiums eliminated in consolidation amount to $19,725,000, $12,669,000 and
$20,575,000 for the years ended 1997, 1996 and 1995, respectively.
(2) The premiums written are reported net of intersegment transactions.
Premiums written eliminated in consolidation amount to $15,373,000,
$14,206,000 and $19,407,000 for the years ended 1997, 1996 and 1995,
respectively.
</TABLE>
<PAGE> 82
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /S/ EDWARD J. SHOEN
--------------------
Edward J. Shoen
President of U-Haul International, Inc.
Dated: June 26, 1997
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
/S/ EDWARD J. SHOEN President of U-Haul June 26, 1997
- -------------------- International, Inc.
Edward J. Shoen (Principal Executive
Officer)
/S/ DONALD W. MURNEY Principal Financial June 26, 1997
- ------------------------- and Accounting Officer
Donald W. Murney
/S/ JAMES P. SHOEN Director June 26, 1997
- -------------------------
James P. Shoen
/S/ HARRY B. DESHONG, JR. Director June 26, 1997
- -------------------------
Harry B. DeShong, Jr.
/S/ MARK V. SHOEN Director June 26, 1997
- -------------------------
William E. Carty
/S/ RICHARD J. HERRERA Director June 26, 1997
- -------------------------
Richard J. Herrera
<PAGE>
SAC Holding Corporation Loan
PROMISSORY NOTE
$14,271,115.19 dated as of February 27, 1997
FOR VALUE RECEIVED, the undersigned SAC Holding 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 Fourteen Million Two
Hundred Seventy One Thousand One Hundred Fifteen Dollars and
Nineteen Cents ($14,271,115.19), 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
------------
thirteen percent (13.0%).
"Additional Interest": shall mean and include both
--------------------
Cash Flow Contingent Interest and Capital Proceeds
Contingent Interest.
"Adjusted Operating Expenses": shall mean Operating
----------------------------
Expenses as reasonably adjusted by Senior Holder (i) to
account, as appropriate in Senior Holder's sole reasonable
discretion for all actual or required Operating Expenses as
opposed to escrowed or estimated payments and (ii) such
other adjustments to Operating Expenses, in Senior Holder's
sole reasonable discretion to adjust for seasonal,
extraordinary or non-customary expenses and costs and other
abnormalities.
"Affiliate": of any specified Person shall mean (i)
---------
any other Person controlling or controlled by or under
common control with such specified Person and (ii) any
limited partner of such person if such person is a limited
partnership, or any shareholder of such person if such
person is a corporation. For the purposes of this
definition, "control," when used with respect to any
specified Person, means the power to direct the management
and policies of such person, directly or indirectly, whether
through the ownership of voting securities, by contract, or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Assignment and Pledge Agreement": shall mean that
--------------------------------
certain Assignment and Pledge Agreement (Lockbox) of even
date herewith between the Three SAC Self-Storage
Corporation, Senior Holder, the Project Manager and the
Servicer. The Assignment and Pledge Agreement does not
<PAGE>
secure this Note.
"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,
------------------------------------
with respect to any calendar month, the deposit actually
made by (or on behalf of) the Senior Holder into the Capital
Expenditure Account pursuant to the terms of the Collection
Account Agreement, which deposit shall equal to one and
42/100ths (1.42) cents per calendar month multiplied by the
square footage of all buildings and improvements on each of
the Mortgaged Properties.
"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 Three SAC Self-Storage Corporation, the Senior Holder,
the Servicer, and the Project Manager. The Collection
Account Agreement does not secure this Note.
"Debt Papers": shall mean the documents and
-------------
instruments included within the definition of the term "Debt
----
Papers" as provided in Section 14 below. No Debt Papers
------ ----------
shall take any security interest in any assets owned by
Three SAC Self-Storage Corporation.
"Deferred Interest": shall have the meaning given it
-----------------
in Section 2(a).
------------
"GAAP": shall mean generally accepted accounting
----
principles as used and understood in the United States of
America from time to time.
"Gross Income": shall equal Gross Receipts for the
-------------
applicable twelve (12) month period less (i) sale tax and
other similar taxes, (ii) condemnation awards, (iii)
casualty or other insurance proceeds, (iv) proceeds of any
borrowing, (v) proceeds of any or sale of any Mortgaged
Properties, (vi) proceeds of any sale of assets outside the
ordinary course of business of Holder, (vii) revenues
relating to equipment or vehicle rentals and (vii) any
revenue generated other than in connection with the use of
<PAGE>
the Mortgaged Properties.
"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
Three SAC Self-Storage Corporation 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 Three SAC Self-Storage
Corporation'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 (whether or not such equipment is
owned by the Owner of the Mortgaged Property) at any
Mortgaged Property; provided however that such net
commissions payable shall not be included in Gross Receipts
until the 15th day of the month following the month in which
such rental occurred, all in accordance with the customary
procedure for the payment of net commission. Gross Receipts
shall not include any capital contributed to Three SAC Self-
Storage Corporation, whether in the form of a loan or
equity, or any proceeds from any loan made to Three SAC Self-
Storage Corporation. 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. Further, in calculating the Management Fee,
Gross Receipts shall be further modified as provided for in
the Property Management Agreement. 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 mean Additional Interest, Basic
--------
Interest and Deferred Interest.
"Loan": shall mean the mortgage loan in the amount of
----
$14,271,115.19 made by Payee to Maker and evidenced by the
Note.
<PAGE>
"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 the promissory note representing the Senior Loan,
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. The Mortgage does not secure this Note.
--
"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 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.
"Net Operating Income": shall mean the "Gross Income"
--------------------
generated by the Project less Adjusted Operating Expenses,
adjusted down by Senior Holder in its reasonable discretion
to reflect a ninety-five (95%) percent occupancy on a per
Mortgaged Property basis for of the Project.
"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.
<PAGE>
"Operating Expenses": shall mean, for any period, all
------------------
cash expenditures of Three SAC Self-Storage Corporation
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, property
and other 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, reasonable and customary operating
expenses of the Project. In no event shall Operating
Expenses include amounts distributed to the partners or
shareholder's of Three SAC Self-Storage Corporation,
payments to Affiliates not permitted under Section 7(c)
-------------
below, any payments made on the Loan or any other loan
obtained by Three SAC Self-Storage Corporation, 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 two
--------
percent (2.0%).
"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.
"Permitted Exceptions": shall have the meaning given
--------------------
it in the Mortgage.
"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.
"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
<PAGE>
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 25% 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 equity interests in Three SAC Self-Storage Corporation.
"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 Holder": shall mean at any particular time,
--------------
the Person which is then the holder to the promissory note
representing the Senior Loan.
"Senior Lender" shall mean Nationwide Commercial Co. in
-------------
its capacity as the lender under the Senior Loan.
"Senior Loan": shall mean that certain loan in the
------------
amount of $86,000,000 made by the Senior Lender to the Three
SAC Self-Storage Corporation.
"Servicer": shall mean the Person employed by the
--------
Senior Holder 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, 2021.
--------------------
"Tax and Insurance Escrow Account": shall have the
---------------------------------
meaning given it in the Collection Account Agreement.
"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(b) below.
------------
Any term that is capitalized but not specifically defined in this
<PAGE>
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 next following Distribution Date as
set forth in the Collection Account Agreement, commencing on the
first Distribution Date 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). Any reference to any Senior Debt Papers
are solely for the purpose of computing amounts due hereunder and
shall not be construed to give Payee any rights in and to the
Senior Debt Papers or any rights against Three SAC Self-Storage
Corporation.
(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 fifteen percent (15%) 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") 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)
ninety percent (90%) 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 Lawful
Rate.
<PAGE>
(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 ninety percent (90%) 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 cause Three
SAC Self-Storage Corporation to 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, Gross Income, 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
cause Three SAC Self-Storage Corporation 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
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.
<PAGE>
(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 ninety
percent (90%) 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:
(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.
<PAGE>
(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
thereafter), 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
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
<PAGE>
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
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.
<PAGE>
(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
Lawful 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
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
<PAGE>
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.
(c) No Prepayment. Maker shall have the right to prepay this
-------------
Note at any time, 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, 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.
<PAGE>
A Yield Maintenance Premium in an amount equal to the
grater of (A) one percent (1.0%) of the principal amount
being prepaid, and (B) the positive excess of (1) the
present value ("PV") of all future installments of principal
and interest due pursuant to Section 4(a) of this Note
------------
absent any such prepayment including the principal amount
due at the Stated Maturity Date (collectively, "All Future
Payments"), discounted at an interest rate per annum equal
to the sum of (a) the Treasury Constant Maturity Yield Index
published during the second full week preceding the date on
which such Yield Maintenance Premium is payable for
instruments having a maturity coterminous with the remaining
term of this Note, and (b) One Hundred Forty (140) basis
points, over (2) the then outstanding principal balance
hereof immediately before such prepayment [(PV of All Future
Payments) (Principal balance at the time of prepayment) =
Yield Maintenance Premium]. "Treasury Constant Maturity
Yield Index" shall mean the average yield for "This Week" as
reported by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519). If there is no Treasury
Constant Maturity Yield Index for instruments having a
maturity coterminous with the remaining term of this Note,
then the index shall be equal to the weighted average yield
to maturity of the Treasury Constant Maturity Yield Indices
with maturities next longer and shorter than such remaining
average life to the maturity, calculated by averaging (and
rounding upward to the nearest 1/100 of 1% per annum, if the
average is not such a multiple) the yields of the relevant
Treasury Constant Maturity Yield Indices (rounded, if
necessary, to the nearest 1/100 of 1% with any figure of
1/200 of 1% or above rounded upward). In the event that any
Yield Maintenance Premium is due hereunder, Holder shall
deliver to Maker a statement setting forth the amount and
determination of the Yield Maintenance Premium and, provided
that Holder shall have in good faith applied the formula
described above, Maker shall not have the right to challenge
the calculation or the method of calculation set forth in
any such statement in the absence of manifest error, which
calculation may be made by Holder on any day during the
thirty (30) day period preceding the date of such
prepayment. Holder shall not be obligated or required to
have actually reinvested the prepaid principal balance at
the Treasury Constant Maturity Yield Index or otherwise as a
condition to receiving the Yield Maintenance Premium. No
Yield Maintenance Premium or premium shall be due or payable
in connection with any prepayment of the indebtedness
evidenced by this Note made on or after any date after July
1, 2006. In addition to the aforesaid Yield Maintenance
Premium if, upon any such prepayment (whether prior to or
after any date that is after July 1, 2006, the aforesaid
prior written notice has not been received by Holder, the
Yield Maintenance Premium shall be increased by an amount
equal to the lesser of (i) thirty (30) days' unearned
interest computed in the outstanding principal balance of
this Note, so prepaid and (ii) unearned interest computed on
the outstanding principal balance of this Note so prepaid
for the period from, and including, the date of prepayment
through the otherwise Stated Maturity Date of this Note.
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
<PAGE>
in part, without premium or charge, upon acceleration of the
maturity of the Note, 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, or otherwise, 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/MVS
-------
5. Representations and Warranties of Maker. Maker represents
---------------------------------------
and warrants to Payee, as of the date hereof, that:
(a) Due Authorization. Maker is a 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 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) [Intentionally omitted].
(f) [Intentionally omitted].
(g) 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;
(h) [Intentionally omitted].
(i) [Intentionally omitted].
<PAGE>
(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.
(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 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
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. In addition, on the
last day of each calendar month on which an Interest payment is
due, Maker shall furnish to Holder a certified statement of
operations of the Project for the calendar month in which such
Interest payment is due, showing in reasonable detail and in a
format approved by Holder the Gross Receipts, Operating Expenses,
and Net Cash Flow, as well as (if required 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
<PAGE>
books and records shall be available for at least five (5) years
after the end of the relevant calendar month. Holder shall have
the right to inspect, copy and audit such books of account and
records at Holder's expense, during reasonable business hours,
and upon reasonable notice to Maker, for the purpose of verifying
the accuracy of any principal payments made. 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.
(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,
"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
<PAGE>
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. EXCEPT AS OTHERWISE PROVIDED, 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/MVS
-------
(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
purposes of the Debt Papers.
(h) Requirements of Law. Comply at all times with all
-------------------
Requirements of Law.
(i) [Intentionally omitted].
7. Negative Covenants. Maker hereby agrees that, as long as
------------------
any indebtedness under the Note remains unpaid, Maker shall not,
directly or indirectly:
<PAGE>
(a) Indebtedness. Create, incur or assume any Indebtedness
------------
except for: (i) the Loan; and (ii) unsecured debt incurred in the
ordinary course of business.
(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
(ii) fair and reasonable transactions between Maker and U-Haul
International, Inc. and its related companies.
(d) 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.
(e) Business. Engage, directly or indirectly, in any business
--------
other than that arising out of the issuance of this Note,
entering into the Debt Papers, taking the actions required to be
performed under the Debt Papers.
(f) No Bankruptcy Filing. To the extent permitted by law,
--------------------
without the unanimous consent of the Board of Directors of the
Maker (for these purposes such Board of Directors will not
include any committee thereof) voluntarily file any petition for
bankruptcy, reorganization, assignment for the benefit of
creditors or similar proceeding.
(g) No Joint Venture. Engage in a joint venture or become a
----------------
partner with any other Person.
<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, Interest or Yield Maintenance Premium 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) The failure by the Maker to deposit in any account
established and maintained pursuant to the Collection Account
Agreement any amount required to be deposited in such account
within 2 days of when required pursuant to the terms of the
Collection Account Agreement;
(c) 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;
(d) 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;
(e) [Intentionally omitted].
(f) (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
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
<PAGE>
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;
(g) 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
(h) 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.
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,
<PAGE>
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 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 Dept Papers. This Note is unsecured.
---------------
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: SAC Holding Corporation
a Nevada corporation
715 South Country Club Drive
Mesa, AZ 85210
<PAGE>
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.
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
<PAGE>
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.
22. Entire Agreement. 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.
<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.
SAC HOLDING CORPORATION
a Nevada corporation
/S/ MARK V. SHOEN
-----------------------
Mark V. Shoen, President
<PAGE>
Addendum to Note
Notwithstanding anything to the contrary set forth in this
Note, this Note is not indebtedness of and is not directly and/or
indirectly secured by any collateral or property owned and/or
operated by Three SAC Self-Storage Corporation ("Three SAC").
This Note is and shall remain debt of SAC Holding Corporation,
the holding company of Three SAC. The undersigned and all
successors and assigns of the undersigned who may at any time own
all or any part of the capital stock of Three SAC covenant and
agree that so long as all or any part of that certain Promissory
Note in the amount of $86,000,000 dated as of June 26, 1996 from
Three SAC to Nationwide Commercial Co., as amended (the "Note"),
shall remain outstanding that the undersigned and all such
successors and assigns shall cause Three SAC to comply with
Section 7(a) (Indebtedness) of the Note regarding the
restrictions on the indebtedness of Three SAC. The Undersigned
and its successors and assigns shall not take any action pursuant
to this Note which shall or could cause a default or an Event of
Default under any of the Senior Debt Papers. This Addendum to
Note shall survive the satisfaction and/or release of this Note.
SAC HOLDING CORPORATION
By: /S/ MARK V. SHOEN
---------------------
Name: MARK V. SHOEN
-------------------
Title: PRESIDENT
------------------
Duly Authorized
<PAGE>
Senior Loan
PROMISSORY NOTE
$50,000,000 dated as of October 1, 1995
FOR VALUE RECEIVED, the undersigned Four 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 up to FIFTY MILLION DOLLARS ($50,000,000) and Interest (as
hereinafter defined) on the outstanding principal balance hereof
from time to time all as hereinafter set forth in a manner and at
the times provided herein.
1. Definitions. As used in this Note, each of the
-----------
following terms shall have the following meanings, respectively:
"Adjusted Operating Expenses": shall mean Operating
----------------------------
Expenses as reasonably adjusted by Holder (i) to account, as
appropriate in Holder's sole reasonable discretion, for all
actual or required Operating Expenses as opposed to escrowed
or estimated payments and (ii) such other adjustments to
Operating Expenses, in Holders sole reasonable discretion to
adjust for seasonal, extraordinary or non-customary expenses
and costs and other abnormalities.
"Affiliate": of any specified Person shall mean (i)
---------
any other Person controlling or controlled by or under
common control with such specified Person and (ii) any
limited partner of such person if such person is a limited
partnership, or any shareholder of such person if such
person is a corporation. For the purposes of this
definition, "control," when used with respect to any
specified Person, means the power to direct the management
and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract, or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"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 for capital expenditures required to be
established and maintained pursuant to Section 1.19 of the
------------
Mortgage and Section 4 of the Collection Account Agreement.
---------
<PAGE>
"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.
"Cash Pledge Agreement": shall mean that certain Cash
---------------------
Pledge Agreement of even date herewith between the Maker and
the Payee.
"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.
"Debt Papers": shall mean the documents and
------------
instruments included within the definition of the term "Debt
Papers" as provided in Section 14 below.
----------
"Default Rate": shall have the meaning given it in
------------
Section 2(a) 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 Income": shall equal Gross Receipts for the
-------------
applicable twelve (12) month period less (i) sale tax and
other similar taxes, (ii) condemnation awards, (iii)
casualty or other insurance proceeds, (iv) proceeds of any
borrowing, (v) proceeds of any or sale of any Mortgaged
Properties, (vi) proceeds of any sale of assets outside the
ordinary course of business of Holder, (vii) revenues
relating to equipment or vehicle rentals and (viii) any
revenue generated other than in connection with the use of
the Mortgaged Properties.
"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, 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 nine (9) months
after the creation of such reserve, to the restoration of
the Project or any portion thereof 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 the rental of equipment (whether or
not such equipment is owned by the Owner of the Mortgaged
Property) at any Mortgaged Property; provided however that
such net commissions payable shall not be included in Gross
<PAGE>
Receipts until the 15th day of the month following the month
in which such rental occurred, all in accordance with the
customary procedure for the payment of net commission.
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 or any portion thereof and
held in trust for payment to the taxing authorities.
Further, in calculating the Management Fee, Gross Receipts
shall be further modified as provided for in the Property
Management Agreement. 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
------
Payee and its successors and assigns in its capacity as 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 unsecured
------------
loan in the amount of $10,000,000.00 made by the Junior
Lender to the Maker evidenced by a promissory note of even
date herewith.
"Loan": shall mean the mortgage loan in the amount
----
of $50,000,000 made by Payee to Maker and evidenced by the
Note, or up to such amount as may have been advanced by
Payee to Maker from time to time.
"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 as determined in the Property
Management Agreement. Management Fee is sometimes therein
defined as the "Permitted Management Fee".
"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
<PAGE>
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.
----------
"Mortgaged Property": shall have the meaning given
------------------
it in Section 4(c) 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.
"Net Operating Income": shall mean the "Gross Income"
---------------------
generated by the Project less Adjusted Operating Expenses,
adjusted down by Holder in its reasonable discretion to
reflect a ninety-five (95%) percent occupancy on a per
Mortgaged Property basis for of the Project.
"Note": shall mean this Promissory Note as it may be
----
amended, modified, extended or restated from time to time in
writing and in accordance with the terms hereof, 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, property and other 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, reasonable 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(c) 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.
<PAGE>
"Permitted Exceptions": shall have the meaning give
--------------------
it in the Mortgage.
"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(b) below.
------------
"Project": shall mean the Real Estate, the
-------
Improvements, the Goods, the Rents, the Leases and the other
items of Collateral (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 kind whatsoever of
the Project, or of any portion thereof or interest (whether
legal, beneficial or otherwise) or estate in any thereof, or
25% 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 equity interests in Maker.
"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
<PAGE>
Assignment and Pledge Agreement and the Collection Account
Agreement.
"Stated Maturity Date": shall mean October 1, 2005.
--------------------
"Tax and Insurance Escrow Account": shall have the
--------------------------------
meaning given it in the Collection Account Agreement.
"Yield Maintenance Premium": shall have the meaning
-------------------------
given such term in Section 4(b) 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) Interest ("Interest") shall accrue on the outstanding
--------
principal balance of this Note commencing on the date hereof, at
the rate of: eight and 375/1000ths percent (8.375%) per annum,
payable monthly, in arrears, on the last day of each calendar
month commencing on October 31, 1995 (or if such day is not a
business day, on the next succeeding business day). To the
extent permitted by law, "Interest" will accrue on any overdue
amounts with respect to this Note commencing on the date hereof,
at the rate of twelve percent (12%) per annum (the "Default
Rate"). From and after the Maturity Date, Interest will be
payable on demand. All computations of interest and fees payable
hereunder shall be based upon a year of 360 days for the actual
number of days elapsed.
(b) The provisions of this Section 2(b) shall govern and
------------
control over any 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.
<PAGE>
3. Principal Payments.
------------------
(a) The Maker will make to the Holder of this
Note on the Stated Maturity Date a payment in an amount
equal to the outstanding principal balance, without
offset, defense, counterclaim or right of set-off or
recoupment. 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 (including any interest accrued at the
Default Rate) as, in the respective amounts, and at the
respective times provided in Section 2 hereinabove and principal
----------
as, in the amounts, and at the times respectively provided in
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 in
immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal
tender for the payment of public debts 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) or if the Holder has given notice and wire
instructions to the Maker not less than five days prior to the
date of the payment, by wire transfer to an account denominated
in U.S. Dollars maintained by the Holder in the United States of
America, 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.
(b) No Prepayment. The principal of this Note may not be
-------------
voluntarily prepaid in whole or in part prior to October 1, 2002,
except with the consent of Payee. The principal of this Note may
be voluntarily paid in whole or part, upon not less than five (5)
Business Days prior written notice, subject to Yield Maintenance
Premium from October 1, 2002 to September 30, 2005. Maker shall
have the right to, upon not less than five (5) Business Days
prior written notice, prepay this Note in whole or part at any
time thereafter without Yield Maintenance Premium or any other
penalty. If under any circumstances whatsoever this Note is
prepaid in whole or in part prior to July 1, 2003, whether
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, then Maker shall pay to
the Holder the Yield Maintenance Premium (defined hereinbelow) in
addition to paying all Interest which has accrued but is unpaid
on the principal balance of this Note being prepaid (and all
other amounts due under this Note). Any voluntary or involuntary
prepayment, whether in whole or part, shall only be made on a
regularly scheduled payment date and shall include interest for
the entire month in which the payment is made.
<PAGE>
A Yield Maintenance Premium in an amount equal to the
greater of (A) one percent (1.0%) of the principal amount
being prepaid, and (B) the positive excess of (1) the
present value ("PV") of all future installments of principal
and interest due pursuant to Section 3(a) of this Note
------------
absent any such prepayment including the principal amount
due at the Stated Maturity Date (collectively, "All Future
Payments"), discounted at an interest rate per annum equal
to the sum of (a) the Treasury Constant Maturity Yield Index
published during the second full week preceding the date on
which such Yield Maintenance Premium is payable for
instruments having a maturity coterminous with the remaining
term of this Note, and (b) One Hundred Forty (140) basis
points, over (2) the then outstanding principal balance
hereof immediately before such prepayment [(PV of All Future
Payments) - (principal balance at time of prepayment) =
Yield Maintenance Premium]. "Treasury Constant Maturity
Yield Index" shall mean the average yield for "This Week" as
reported by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519). If there is no Treasury
Constant Maturity Yield Index for instruments having a
maturity coterminous with the remaining term of this Note,
then the index shall be equal to the weighted average yield
to maturity of the Treasury Constant Maturity Yield Indices
with maturities next longer and shorter than such remaining
average life to the maturity, calculated by averaging (and
rounding upward to the nearest 1/100 of 1% per annum, if the
average is not such a multiple) the yields of the relevant
Treasury Constant Maturity Yield Indices (rounded, if
necessary, to the nearest 1/100 of 1% with any figure of
1/200 of 1% or above rounded upward). In the event that any
Yield Maintenance Premium is due hereunder, Holder shall
deliver to Maker a statement setting forth the amount and
determination of the Yield Maintenance Premium and, provided
that Holder shall have in good faith applied the formula
described above, Maker shall not have the right to challenge
the calculation or the method of calculation set forth in
any such statement in the absence of manifest error, which
calculation may be made by Holder on any day during the
thirty (30) day period preceding the date of such
prepayment. Holder shall not be obligated or required to
have actually reinvested the prepaid principal balance at
the Treasury Constant Maturity Yield Index or otherwise as a
condition to receiving the Yield Maintenance Premium. No
Yield Maintenance Premium or premium shall be due or payable
in connection with any prepayment of the indebtedness
evidenced by this Note made on or after any date after July
1, 2006. In addition to the aforesaid Yield Maintenance
Premium if, upon any such prepayment (whether prior to or
after any date that is after July 1, 2006, the aforesaid
prior written notice has not been received by Holder, the
Yield Maintenance Premium shall be increased by an amount
equal to the lesser of (i) thirty (30) days' unearned
interest computed on the outstanding principal balance of
this Note, so prepaid and (ii) unearned interest computed on
the outstanding principal balance of this Note so prepaid
for the period from, and including, the date of prepayment
through the otherwise Stated Maturity Date of this Note.
If those certain Deeds of Trust (or Mortgages, or Deeds
<PAGE>
to Secure Debt), Assignment of Leases and Rents, Security
Agreement, Financing Statement and Fixture Filing of even
date herewith securing this Note or any obligation secured
thereby provides for any charge for pre-payment of any
indebtedness secured thereby, Maker agrees to pay and charge
if for any reason (except as otherwise expressly provided in
this Note or Deeds of Trust, Mortgages, or 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 and 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 Deeds of Trust,
Mortgages, or Deeds to Secure Debt.
Without limiting the scope of the foregoing provisions,
the provisions of this Paragraph 4(b) 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
Deeds of Trust, Mortgages, or 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 Deeds of Trust, Mortgages, or
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/MVS
---------
(A) Releases. The Loan is allocated among the various
--------
individual properties (individually, a "Mortgaged Property"
and collectively the "Mortgaged Properties") that
collectively constitute the Project in accordance with the
schedule set forth on Exhibit A, attached hereto and
incorporated herein by reference, for purposes of
determining the aggregate principal payment required to be
made by the Maker in order to obtain a release of a
Mortgaged Property from the lien of the Mortgage. The
original principal amount of the Loan allocated to a
particular Mortgaged Property is referred to herein as the
"Original Allocated Mortgage Note Amount" of such Mortgaged
Property, and the amount thereof remaining outstanding on
the relevant calculation date (after giving effect to prior
prepayments or redemptions) is referred to herein as the
"Allocated Mortgage Note Amount" of such Mortgaged Property.
5. Representations and Warranties of Maker. Maker represents
---------------------------------------
and warrants to Payee, as of the date hereof, that:
(a) Due Authorization. Maker is a corporation duly
------------------
organized under the laws of the state of its organization, with
<PAGE>
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 articles of incorporation 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 or
any portion thereof is bound or encumbered, or violate any
Requirements of Law to which Maker or the Project or any portion
thereof 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. Each Debt Paper is a legal, valid and
--------------
binding obligation of the Maker enforceable in accordance with
its 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) Compliance with Laws. Each Mortgaged Property 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 or any
portion thereof;
(g) Utilities; Licenses. 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 the Maker possesses, or will possess as and when
necessary, all patents, patent rights or licenses, trademarks,
trade names, trade name right, service marks, copyrights,
licenses, permits and consents (or rights thereto) which are
required to conduct its business as it is now conducted or as it
is presently proposed to be conducted, or which are required by
any governmental entity or agency;
(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:
<PAGE>
(a) Use of Proceeds. Maker shall use the proceeds of the Loan
---------------
to repay certain indebtedness presently outstanding against the
Project and held by Payee.
(b) Financial Statements. Maker shall deliver or cause to be
--------------------
delivered to Holder 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, prepared by a
nationally recognized auditing firm, reasonably
approved by Holder, on the Project showing all income
and expenses certified to be accurate and complete by
an officer of the managing general partner of Maker;
(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 or the Servicer may from time to time reasonably
request including, without limitation, if reasonably
available monthly financial reports.
(c) Inspection of Property; Books and Records; Discussions.
Maker shall 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 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 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. In addition, on the
last day of each calendar month on which an Interest payment is
due, Maker shall furnish to Holder a certified statement of
operations of the Project for the calendar month in which such
Interest payment is due, showing in reasonable detail and in a
format approved by Holder the Gross Receipts, Operating Expenses,
and Net Cash Flow, as well as (if required 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 (5) years
after the end of the relevant calendar month. Holder shall have
the right to inspect, copy and audit such books of account and
records at Holder's expense, during reasonable business hours,
and upon reasonable notice to Maker, for the purpose of verifying
<PAGE>
the accuracy of any principal payments made. 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.
(d) Notices. Maker shall give prompt written notice to Holder
-------
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
or any portion thereof 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. Maker shall 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 local
counsel) of Holder, incident to any amendments, waivers and
renewals relating to the Debt Papers and the enforcement or
protection of the rights of Holder under the Debt Papers whether
by judicial proceedings or otherwise, including, without
limitation, in connection with foreclosure, 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. Maker shall comply with and observe all
-----------
terms and conditions of the Debt Papers.
(g) INDEMNIFICATION. MAKER SHALL INDEMNIFY AND HOLD HARMLESS
---------------
HOLDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND
AGENTS (THE "INDEMNIFIED PARTIES") FROM AND AGAINST ALL DAMAGES,
-------------------
COSTS, EXPENSES AND LIABILITIES (COLLECTIVELY AND SEVERALLY,
"LOSSES") INCURRED BY OR 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
<PAGE>
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 /S/ MVS
--------
(h) Co-operation. Maker shall 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. Maker shall comply at all times with
-------------------
all Requirements of Law.
(j) Management Agreement. Maker shall cause each Mortgaged
--------------------
Property 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
(individually the "Project Manager" and collectively the "Project
--------------- -------
Managers") designated by the Holder, which Project Managers shall
--------
each be employed pursuant to an agreement (individually a
"Property Management Agreement" and collectively the "Property
----------------------------- --------
Management Agreements") approved by the Holder. The Maker shall
---------------------
use its best efforts to cause each Project Manager to manage and
<PAGE>
maintain its respective Mortgaged Property in accordance with the
terms of the Property Management Agreements to which such Project
Manager is a party. In no event shall the fees paid (or required
to be paid) any Project Manager exceed six percent (6%) of Gross
Receipts for any time period. The rights of the Maker under the
Property Management Agreements (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 each Project Manager
pursuant to a consent document acceptable to the Holder. The
Maker agrees, upon request of the Holder, to exercise its right
to terminate any Project Manager upon the occurrence and
continuance of (i) an Event of Default, (ii) a Sale of U-Haul
International, Inc. or such Project Manager, (iii) a breach by
such Project Manager of its respective Property Management
Agreement, or (iv) the Net Cash Flow prior to subtracting
Interest shall fall twenty percent (20%) or more for one complete
Loan Year.
(k) Maintenance of Lien. The Maker will maintain and preserve
-------------------
the security interests created by the Debt Papers so long as this
Note is outstanding. The Maker will, forthwith after the
execution and delivery of this Note and thereafter from time to
time as is required under the Debt Papers, cause the Debt Papers
and any financing statement, continuation statement or similar
instrument relating to any thereof or to any property intended to
be subject to the lien of the Debt Papers, registered and
recorded in such manner and in such places as may be required by
law in order to publish notice of and to fully protect and
perfect the validity thereof or the lien thereof purported to be
created upon the property subject thereto. The Maker will pay or
cause to be paid prior to delinquency all taxes and fees incident
to such filing, registration and recording, and all expenses
incident to the preparation, execution and acknowledgment of the
Debt Papers and of any-instrument of further assurance, and all
Federal or State stamp taxes or other taxes (except income taxes,
including franchise and other similar taxes measured or based on
income, of parties other than the Maker), duties and charges
arising out of or in connection with the execution and delivery
of such instruments; provided, however, that the Maker shall not
-----------------
be required to pay or discharge or cause to be paid or discharged
any lien or encumbrance affecting the Collateral to the extent
such lien or encumbrance is being contested in good faith by
appropriate proceedings and in compliance with the provisions of
the Mortgage.
(l) Compliance with Debt Papers. The Maker will faithfully
---------------------------
observe and perform, or cause to be observed and performed, all
its covenants, agreements, conditions and requirements contained
in the Debt Papers in accordance with the terms thereof and will
maintain the validity and effectiveness of such instruments. The
Maker will not take any action, or permit any action to be taken,
which will release any party to such instruments from any of its
obligations or liabilities thereunder, or will result in the
termination, modification or amendments, or which will impair the
validity, of any such instruments except as expressly provided
for herein and therein. The Maker will give the Holder written
notice of any default by any party of any of such instruments
<PAGE>
promptly after it becomes known to the Maker.
(m) Corporate Separateness. The Maker hereby represents and
----------------------
warrants to, and covenants with, the Holder and the Servicer
that, as of the date hereof and until such time as all of its
obligations under the Debt Papers shall be satisfied in full the
Maker shall be a single purpose entity, and the Maker:
(i) is not engaged and shall not
engage in any business other than that necessary
for the ownership, management or operation of the
Mortgaged Properties;
(ii) shall not enter into business
transactions with any Affiliate of the Maker
except pursuant to terms and conditions that are
substantially similar to those that would be
available on an arms-length basis with third
parties other than an Affiliate of the Maker;
(iii) does not and shall not own
any real property or personal property which is
not secured by the Mortgage and/or the Security
Documents;
(iv) has not incurred, is not
incurring, and will not incur any debt, secured
or unsecured, direct or contingent (including
guaranteeing any obligation), other than the
obligations of the Maker contemplated in the Debt
Papers (including guaranteeing any obligation);
(v) has not made, is not making,
and shall not make any loans or advances to any
third party (including any Affiliate of the
Maker);
(vi) has been, is, and shall be
solvent and paying its liabilities from its assets
as the same shall become due;
(vii) has done or caused to be
done, is doing or causing to be done, will do or
cause to be done, and except as otherwise
permitted herein or upon the consent of the
Holder, shall do or cause to be done all things
necessary to preserve its existence, and shall not
amend, modify or otherwise change in any material
way its certificate of incorporation or by-laws;
(viii) has conducted and operated,
is conducting or operating, and shall conduct and
operate its business as presently conducted and
operated;
(ix) has maintained, is
maintaining, and shall maintain books and records
and bank accounts separate from those of its
Affiliates;
<PAGE>
(x) has held, is holding, and at
all times shall hold itself out to the public as a
legal entity separate and distinct from any other
entity (including any Affiliate thereof);
(xi) has maintained, is maintaining
and shall maintain adequate capital for the normal
obligations reasonably foreseeable in a business
of its size and character and in light of its
contemplated business operation;
(xii) has not sought, is not
seeking, and shall not seek or consent to the
dissolution or winding up, in whole or in part, of
the Maker;
(xiii) has not commingled, is not
commingling, and shall not commingle the funds and
other assets of the Maker with those of any
Affiliate or any other person;
(xiv) has been bound, is, and shall
at all times be bound by a corporate charter
and/or Certificate of Incorporation which requires
a unanimous vote of the Board of Directors to file
for voluntary bankruptcy protection under the
Federal Bankruptcy Code or other similar laws.
(xv) has caused, is causing, and at
all times shall cause there to be at least one
duly appointed member of the board of directors
(an "Independent Director") of the Maker who may
--------------------
not have been at any time during the preceding
five years (a) a stockholder of, or an officer or
employee of, the Maker, or any of its subsidiaries
or Affiliates, (b) a customer of or supplier to
the Maker or any of its subsidiaries or
Affiliates, (c) a person or other entity
controlling any such stockholder, supplier or
customer, or (d) a member of the immediate family
of any such stockholder, officer, employee,
supplier or customer of any other director of the
Maker (as used herein, the term "control" means
the possession, directly or indirectly, of the
power to direct or cause the direction of the
management and policies of a person or entity,
whether through ownership of voting securities, by
contract or otherwise); and
(xvi) has not caused, is not
causing, and shall not cause the board of
directors of the Maker to take any action which,
under the terms of any certificate of
incorporation, by-laws or any voting trust
agreement requires the unanimous affirmative vote
of 100% of the members of the board of directors,
unless at the time of such action there shall be
at least one member who is an Independent Director
and no such action has been or will be taken by
the board of directors of the Maker unless such
unanimous affirmation vote has been obtained.
7. Negative Covenants. Maker hereby agrees that, as long
------------------
as any indebtedness under the Note remains unpaid, Maker shall
<PAGE>
not, directly or indirectly:
(n) Indebtedness. Create, incur, guarantee or assume any
------------
Indebtedness except for: (i) the Loan; (ii) the Junior Loan;
(iii) the obligations of Maker under the Property Management
Agreement incurred in the ordinary course of business; and (iv)
statutory liability for non-delinquent taxes.
(o) 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).
(p) 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, 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
(ii) arms-length transactions between Maker and U-Haul
International, Inc. and its related companies which are on a
basis no less burdensome on the Maker than would be achieved in a
fair and reasonable transaction with an unrelated third party.
(q) 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.
(r) 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.
(s) Business. Engage, directly or indirectly, in any business
--------
other than that arising out of the issuance of this Note,
entering into the Debt Papers, taking the actions required to be
performed under the Debt Papers and operating the Mortgaged
Properties.
(t) No Bankruptcy Filing. To the extent permitted by law,
--------------------
without the unanimous consent of the Board of Directors of the
Maker (for these purposes such Board of Directors will not
include any committee thereof) voluntarily file any petition for
<PAGE>
bankruptcy, reorganization, assignment for the benefit of
creditors or similar proceeding.
(u) No Joint Venture. Engage in a joint venture or become a
----------------
partner with any other Person.
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, Interest or Yield Maintenance Premium 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) The failure by the Maker to observe any covenant
contained in Section 6(m);
------------
(c) The failure by the Maker to deposit in any account
established and maintained pursuant to the Collection
Account Agreement any amount required to be deposited in
such account within 2 days of when required pursuant to the
terms of the Collection Account Agreement;
(d) 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 and such breach continues for
a period of 10 days after the earlier of written notice
thereof to the Maker or the date on which Maker has
knowledge thereof, which inaccuracy or incompleteness
materially and adversely affects (i) the value of the Loan,
or (ii) the value of any of the Mortgaged Properties;
(e) 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;
(f) 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;
(g) (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,
<PAGE>
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 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
(h) The Maker shall be in default of any provision of
the Junior Note, or any document executed in connection
therewith.
(i) One or more judgments or decrees in an aggregate
amount exceeding $1,000,000.00 shall be entered against
Maker (or any Affiliate thereof) 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 (f) 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
<PAGE>
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 and enforcement of every kind,
including (but not limited to) cost related to the protection of
or realization on any of the security for this Note and all
attorneys' fees, court costs, and other costs and expenses of
every kind incurred by the Holder hereof 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
<PAGE>
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"); (v) a certain General Security Agreement;
- --------------------
(vi) the Cash Pledge Agreement; (vii) the Letter of Credit and
(viii) the Collection Account Agreement entered into in
connection herewith (such documents together with this Note and
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" and are
-------------------
sometimes referred to collectively herein as the "Debt Papers").
-----------
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 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 on
the first to occur of (i) actual receipt or (ii) the third
business day after facsimile or the deposit thereof in the United
States mails, by registered or certified mail, postage prepaid,
addressed as follows:
If to the Maker: Four SAC Self-Storage Corporation,
a Nevada corporation,
715 South Country Club Drive
Mesa, AZ 85210
Facsimile: (602)277-5017
If to the Holder: Nationwide Commercial Co.
c/o Amerco
2721 North Central Avenue
Phoenix, Arizona 85004
Attention: Donald Murney or
Treasurer
Facsimile: (602)277-5017
with a copy to: Nationwide Commercial Co.
c/o Amerco
2721 North Central Avenue
Phoenix, Arizona 85004
Attention: Gary V. Klinefelter or
General Counsel
Facsimile: (602)277-5017
<PAGE>
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. Neither Maker nor any
--------------------------------
officer, director, employee or agent of 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, and the sole remedy of the Holder hereunder or
under any of the other Debt Papers shall 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) together with the proceeds and products thereof;
provided, however, that the foregoing shall not in any way
diminish or affect (i) the enforceability of this Note, the
Security Documents and the Debt Papers, (ii) the lien of the
Mortgage or any security interest, grant, pledge or assignment
pursuant to any of the Security Documents, (iii) any rights the
Holder may have (as a secured party or otherwise) to, against or
with respect to the Collateral (as defined in the Mortgage) or
any other property at any time securing any of the Liabilities
including without limitation the funds pledged pursuant to the
Cash Pledge Account and/or the Letter of Credit and the proceeds
<PAGE>
thereof, (iv) any rights of the Holder against the Maker or any
other party with respect to any fraud, misappropriation of funds
or knowing misrepresentation, (v) 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, or (vi)
any rights the Holder may have in equity or at law against the
Maker or any officer, director, employee or agent of Maker as a
result of a fraud, knowing misrepresentation, or misapplication
of funds by the Maker or such officer, director, employee or
agent of Maker.
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. Entire Agreement. This Note and the other Debt Papers
----------------
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 Debt
Papers.
<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.
FOUR SAC SELF-STORAGE CORPORATION
a Nevada corporation
/S/ MARK V. SHOEN
------------------------
Mark V. Shoen, President
<PAGE>
Junior Loan
PROMISSORY NOTE
$10,000,000.00 dated as of October 1, 1995
FOR VALUE RECEIVED, the undersigned Four 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 up to Ten Million Dollars ($10,000,000.00), 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
------------
thirteen percent (13.0%).
"Additional Interest": shall mean and include both
--------------------
Cash Flow Contingent Interest and Capital Proceeds
Contingent Interest.
"Adjusted Operating Expenses": shall mean Operating
----------------------------
Expenses as reasonably adjusted by Senior Holder (i) to
account, as appropriate in Senior Holder's sole reasonable
discretion for all actual or required Operating Expenses as
opposed to escrowed or estimated payments and (ii) such
other adjustments to Operating Expenses, in Senior Holder's
sole reasonable discretion to adjust for seasonal,
extraordinary or non-customary expenses and costs and other
abnormalities.
"Affiliate": of any specified Person shall mean (i)
---------
any other Person controlling or controlled by or under
common control with such specified Person and (ii) any
limited partner of such person if such person is a limited
partnership, or any shareholder of such person if such
person is a corporation. For the purposes of this
definition, "control," when used with respect to any
specified Person, means the power to direct the management
and policies of such person, directly or indirectly, whether
through the ownership of voting securities, by contract, or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"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.
------------ ----
<PAGE>
"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].
"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).
------------
"GAAP": shall mean generally accepted accounting
----
principles as used and understood in the United States of
America from time to time.
"Gross Income": shall equal Gross Receipts for the
-------------
applicable twelve (12) month period less (i) sale tax and
other similar taxes, (ii) condemnation awards, (iii)
casualty or other insurance proceeds, (iv) proceeds of any
borrowing, (v) proceeds of any or sale of any Mortgaged
Properties, (vi) proceeds of any sale of assets outside the
ordinary course of business of Holder, (vii) revenues
relating to equipment or vehicle rentals and (vii) any
revenue generated other than in connection with the use of
the Mortgaged Properties.
"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
<PAGE>
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 (whether or not such equipment is
owned by the Owner of the Mortgaged Property) at any
Mortgaged Property; provided however that such net
commissions payable shall not be included in Gross Receipts
until the 15th day of the month following the month in which
such rental occurred, all in accordance with the customary
procedure for the payment of net commission. 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. Further, in calculating the Management Fee,
Gross Receipts shall be further modified as provided for in
the Property Management Agreement. 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 mean Additional Interest, Basic
--------
Interest and Deferred Interest.
"Loan": shall mean the mortgage loan in the amount of
----
$10,000,000.00 made by Payee to Maker and evidenced by the
Note or up to such amount as may have been advanced by Payee
to Maker from time to time.
"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
<PAGE>
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 the promissory note representing the Senior Loan,
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 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.
"Net Operating Income": shall mean the "Gross Income"
--------------------
generated by the Project less Adjusted Operating Expenses,
adjusted down by Senior Holder in its reasonable discretion
to reflect a ninety-five (95%) percent occupancy on a per
Mortgaged Property basis for of the Project.
"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, property and other 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, reasonable and
customary operating expenses of the Project. In no event
shall Operating Expenses include amounts distributed to the
<PAGE>
partners or shareholder's of Maker, payments to Affiliates
not permitted under Section 7(c) 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 two
--------
percent (2.0%).
"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.
"Permitted Exceptions": shall have the meaning given
--------------------
it in the Mortgage.
"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.
"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
<PAGE>
the Project, or of any portion thereof or interest (whether
legal, beneficial or otherwise) or 25% 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 equity interests in Maker.
"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 Holder": shall mean at any particular time,
--------------
the Person which is then the holder to the promissory note
representing 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 $50,000,000 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.
"Stated Maturity Date": shall mean October 1, 2005 or
--------------------
on demand by Payee.
"Tax and Insurance Escrow Account": shall have the
---------------------------------
meaning given it in the Collection Account Agreement.
"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(b) 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.
<PAGE>
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 next following Distribution Date as
set forth in the Collection Account Agreement, commencing on the
first Distribution Date 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 fifteen percent (15%) 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") 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)
ninety percent (90%) 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 Lawful
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 ninety percent (90%) 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
<PAGE>
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, Gross Income, 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
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 ninety
percent (90%) of the Net Capital Proceeds resulting from, or
determined at the time of, any of the Triggering Events
<PAGE>
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:
(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
thereafter), 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"
--------------------
<PAGE>
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
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
<PAGE>
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
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
<PAGE>
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
Lawful 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
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
<PAGE>
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.
(c) No Prepayment. Maker shall have the right to prepay this
-------------
Note at any time, 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, 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.
A Yield Maintenance Premium in an amount equal to the
grater of (A) one percent (1.0%) of the principal amount
being prepaid, and (B) the positive excess of (1) the
present value ("PV") of all future installments of principal
and interest due pursuant to Section 4(a) of this Note
------------
absent any such prepayment including the principal amount
due at the Stated Maturity Date (collectively, "All Future
Payments"), discounted at an interest rate per annum equal
to the sum of (a) the Treasury Constant Maturity Yield Index
<PAGE>
published during the second full week preceding the date on
which such Yield Maintenance Premium is payable for
instruments having a maturity coterminous with the remaining
term of this Note, and (b) One Hundred Forty (140) basis
points, over (2) the then outstanding principal balance
hereof immediately before such prepayment [(PV of All Future
Payments) (Principal balance at the time of prepayment) =
Yield Maintenance Premium]. "Treasury Constant Maturity
Yield Index" shall mean the average yield for "This Week" as
reported by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519). If there is no Treasury
Constant Maturity Yield Index for instruments having a
maturity coterminous with the remaining term of this Note,
then the index shall be equal to the weighted average yield
to maturity of the Treasury Constant Maturity Yield Indices
with maturities next longer and shorter than such remaining
average life to the maturity, calculated by averaging (and
rounding upward to the nearest 1/100 of 1% per annum, if the
average is not such a multiple) the yields of the relevant
Treasury Constant Maturity Yield Indices (rounded, if
necessary, to the nearest 1/100 of 1% with any figure of
1/200 of 1% or above rounded upward). In the event that any
Yield Maintenance Premium is due hereunder, Holder shall
deliver to Maker a statement setting forth the amount and
determination of the Yield Maintenance Premium and, provided
that Holder shall have in good faith applied the formula
described above, Maker shall not have the right to challenge
the calculation or the method of calculation set forth in
any such statement in the absence of manifest error, which
calculation may be made by Holder on any day during the
thirty (30) day period preceding the date of such
prepayment. Holder shall not be obligated or required to
have actually reinvested the prepaid principal balance at
the Treasury Constant Maturity Yield Index or otherwise as a
condition to receiving the Yield Maintenance Premium. No
Yield Maintenance Premium or premium shall be due or payable
in connection with any prepayment of the indebtedness
evidenced by this Note made on or after any date after July
1, 2006. In addition to the aforesaid Yield Maintenance
Premium if, upon any such prepayment (whether prior to or
after any date that is after July 1, 2006, the aforesaid
prior written notice has not been received by Holder, the
Yield Maintenance Premium shall be increased by an amount
equal to the lesser of (i) thirty (30) days' unearned
interest computed in the outstanding principal balance of
this Note, so prepaid and (ii) unearned interest computed on
the outstanding principal balance of this Note so prepaid
for the period from, and including, the date of prepayment
through the otherwise Stated Maturity Date of this Note.
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, 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, or otherwise, 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
<PAGE>
adequate consideration, of individual weight, for this
waiver and agreement by Maker.
Maker's Initials: /S/ MVS
---------
5. Representations and Warranties of Maker. Maker represents
---------------------------------------
and warrants to Payee, as of the date hereof, that:
(a) Due Authorization. Maker is a 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 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) Compliance with Laws. Each Mortgaged Property is in
--------------------
compliance in all material respects with all applicable
Requirements of Law;
(f) 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;
(g) 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;
(h) Utilities; Licenses. 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 the Maker possesses, or will possess as and when
necessary, all patents, patent rights or licenses, trademarks,
trade names, trade name right, service marks, copyrights,
licenses, permits and consents (or rights thereto) which are
<PAGE>
required to conduct its business as it is now conducted or as it
is presently proposed to be conducted, or which are required by
any governmental entity or agency;
(i) 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 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
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
<PAGE>
independent certified public accountants. In addition, on the
last day of each calendar month on which an Interest payment is
due, Maker shall furnish to Holder a certified statement of
operations of the Project for the calendar month in which such
Interest payment is due, showing in reasonable detail and in a
format approved by Holder the Gross Receipts, Operating Expenses,
and Net Cash Flow, as well as (if required 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 (5) years
after the end of the relevant calendar month. Holder shall have
the right to inspect, copy and audit such books of account and
records at Holder's expense, during reasonable business hours,
and upon reasonable notice to Maker, for the purpose of verifying
the accuracy of any principal payments made. 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.
(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,
"LOSSES") ASSESSED AGAINST ANY OF THEM RESULTING FROM THE
------
<PAGE>
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. EXCEPT AS OTHERWISE PROVIDED, 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/ MVS
-------
(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
purposes of the Debt Papers.
<PAGE>
(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 self-
storage 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 Maker agrees,
upon request of the Holder, to exercise its right to terminate
any Project Manager upon the occurrence and continuance of (i) an
Event of Default, (ii) a Sale of U-Haul International, Inc. or
such Project Manager, (iii) a breach by such Project Manager of
its respective Property Management Agreement, or (iv) the Net
Cash Flow prior to subtracting Interest shall fall twenty percent
(20%) or more for one complete Loan Year.
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;
(iv) for non-delinquent taxes; and (v) unsecured debt incurred in
the ordinary course of business.
(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
(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
------------------------------------------------
<PAGE>
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.
(f) Business. Engage, directly or indirectly, in any business
--------
other than that arising out of the issuance of this Note,
entering into the Debt Papers, taking the actions required to be
performed under the Debt Papers and operating the Mortgaged
Properties.
(g) No Bankruptcy Filing. To the extent permitted by law,
--------------------
without the unanimous consent of the Board of Directors of the
Maker (for these purposes such Board of Directors will not
include any committee thereof) voluntarily file any petition for
bankruptcy, reorganization, assignment for the benefit of
creditors or similar proceeding.
(h) No Joint Venture. Engage in a joint venture or become a
----------------
partner with any other Person.
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, Interest or Yield Maintenance Premium 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) The failure by the Maker to deposit in any account
established and maintained pursuant to the Collection Account
Agreement any amount required to be deposited in such account
within 2 days of when required pursuant to the terms of the
Collection Account Agreement;
(c) 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;
<PAGE>
(d) 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;
(e) 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;
(f) (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
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;
(g) 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
(h) 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
<PAGE>
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 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
<PAGE>
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 unsecured. The Senior Loan
---------------
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 Senior Holder, 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 Assignment and
Pledge Agreement; and (iii) the Collection Account Agreement
(such documents together with each and every additional document
or instrument which may at any time be delivered to the Senior
Holder thereof 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: Four SAC Self-Storage Corporation
a Nevada corporation
715 South Country Club Drive
Mesa, AZ 85210
<PAGE>
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.
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
<PAGE>
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.
22. Entire Agreement. 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.
<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.
FOUR SAC SELF-STORAGE CORPORATION
a Nevada corporation
/S/ MARK V. SHOEN
------------------------
Mark V. Shoen, President
<PAGE>
PROPERTY MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") is entered into as of June
26, 1996 by and between Three 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 "U-Haul").
RECITALS
--------
A. Owner owns or will own the self-storage real property located
at the addresses 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.
B. Owner intends that the Property be rented on a space-by-space
retail basis to corporations, partnerships, individuals or other
entities for use as storage facilities.
C. Owner desires that U-Haul manage the Property and U-Haul
desires to act as manager, 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, Owner and U-Haul hereby agree as follows:
AGREEMENT
---------
1. Employment
(a) Owner hereby retains U-Haul, and U-Haul agrees to act 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 manage the Property and supervise and direct the
business and affairs associated or related to the daily operation
thereof, and to that end on behalf of Owner execute such documents or
instruments as, in the sole judgment of U-Haul, may be deemed
reasonably necessary or advisable. Such duties and authority shall
include those set forth as follows, which are not in limitation of the
foregoing.
<PAGE>
(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
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 reasonably 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. Any
employees so hired shall be employees of U-Haul, and shall be carried
on the payroll of U-Haul. 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. The cost of same shall not
exceed the amount customarily paid to such persons performing such
services without first obtaining the prior written consent of the Owner
and the party holding the first position mortgage on the Property
(herein sometimes referred to as the "First Mortgagee").
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.
<PAGE>
(g) Regulations and Permits. U-Haul shall comply in all material
respects 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 reasonable judgment of U-Haul) in 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 or at each Property or such other location as U-Haul
shall reasonably determine, and shall be available and open to
examination and audit quarterly by Owner, its representatives, any
mortgagee of the Property, or the mortgagee's representative. On or
before thirty (30) days after the close of each quarter, U-Haul shall
cause to be prepared and delivered to Owner and the First Mortgagee, a
monthly statement of receipts, expenses and charges and a disbursement
to Owner representing receipts less disbursements.
(i) [Reserved].
(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. Specifically, U-Haul may in its discretion obtain
employee theft or similar insurance in amounts and with such
deductibles as U-Haul may deem appropriate. 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. All such related insurance expenses shall be deemed
ordinary operating expenses of the Property.
(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 First Mortgagee, 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 First Mortgagee.
(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.
<PAGE>
(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; (iv) act
in violation of any law; or (v) act in violation of any duty or
responsibility of Owner under any mortgage loan secured by the
Property.
(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 owned or 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 an arms length, 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 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 Receipts" derived from or connected with the
Property. The term "Gross Receipts" 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 Receipts" of such
quarter. The Management Fee shall be paid to each property manager
based on the Gross Receipts of each respective Property for which such
property manager is responsible as set forth in Section 16 hereof.
----------
Each property manager agrees that its monthly Management Fee shall be
subordinate to that month's principal balance and interest payment on
any first lien position mortgage loan on the Property. Gross Receipts
shall not include, (i) sale tax or other similar taxes, (ii)
condemnation awards, (iii) casualty or other insurance proceeds, (iv)
proceeds relating to the sale or refinance of the Property, (v) revenue
relating to the equipment or vehicle rentals except for net commission
payable, (vi) revenue relating to retail sales and auctions, except to
the extent of net amounts retained by Owner and (vii) any revenue which
is derived other than in connection with the use of the Property.
U-Haul shall repay to Owner any Management Fee collected
incorrectly or if paid in connection with Gross Receipts which is later
refundable.
It is understood and agreed that such compensation will not be
<PAGE>
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
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
The Term of this Agreement shall be twenty five (25) years,
however, Owner may terminate this Agreement with or without cause for
any reason or no reason, by giving not less than sixty (60) days'
written notice to U-Haul pursuant to Section 11 hereof. If Owner fails
to pay U-Haul any amounts (which amounts are not in dispute) owed under
this Agreement when due for more than sixty (60) days following written
notice to Owner and the First Mortgagee, U-Haul may terminate this
Agreement by giving Owner and First Mortgagee not less than thirty days
written notice pursuant to Section 11 hereof (unless such default is
cured within said thirty (30) days). In any event, U-Haul shall not
resign as property manager until a nationally recognized and reputable
successor property manager is available and prepared to assume property
management responsibilities. 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
U-Haul hereby agrees to indemnify and hold each of Owner, all
persons and companies affiliated with Owner, and all officers,
shareholders, directors, employees and agents of Owner 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 a
breach by U-Haul in the performance of this Agreement and/or in
connection with the management of the Property (including the loss of
use thereof following any damage, injury or destruction), arising from
its willful misconduct or gross negligence.
<PAGE>
8. Assignment
This Agreement shall be assignable by the Owner in connection with
any mortgage loan on the Property. 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
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.
<PAGE>
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. Each property manager agrees that it
will perform its obligations hereunder according to reasonable industry
standards, in good faith, and in a commercially reasonable manner. U-
Haul agrees that, in discharging its duties hereunder, it will not have
any relationship with any of its affiliates that would be less
favorable to Owner than would reasonably be available in a transaction
with an unaffiliated party.
17. Termination/First Morgagee.
Prior to any termination of this Agreement by the Property
Manager, by reason of a default by Owner, the Property Manager shall
provide to said First Mortgagee notice and at least i) sixty (60) days
additional time than that provided for the Owner to cure said default,
and ii) such reasonable additional time as said First Mortgagee shall
require if in order to cure First Mortgagee must first foreclose,
and/or terminate to obtain possession of the Property. Nothing herein
shall create any obligation whatsoever on said First Mortgage to cure
any such default by Owner. This Agreement shall be subject and
subordinate to all mortgages encumbering the Property.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
THREE SAC SELF-STORAGE CORPORATION
a Nevada corporation
715 S. Country Club Drive
Mesa, Arizona 85210
/S/ MARK V. SHOEN
-----------------------
Mark V. Shoen, President
PROPERTY MANAGERS:
Address for all Property Managers for purposes of receiving notice:
[Name of Property Manager]
c/o U-Haul International, Inc.
2721 N. Central Avenue
Phoenix, Arizona 85004
Attention: Donald Wm. Murney or Treasurer
U-Haul Co. of Alabama, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Arizona
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of California
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
<PAGE>
U-Haul Co. (Canada), Ltd.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Florida
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Georgia
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Illinois, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Massachusetts, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Maryland, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Maine, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
<PAGE>
U-Haul Co. of Minnesota
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Mississippi
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of New Hampshire, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of New Jersey, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Nevada, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of New York, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
<PAGE>
U-Haul Co. of Ohio
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Oklahoma, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Pennsylvania
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Tennessee
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Texas
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Virginia
By: J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Washington
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
<PAGE>
U-Haul Co. of Wisconsin, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
<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>
EXHIBIT A
---------
U-HAUL STORAGE GREAT HILLS, AUSTIN, TX (883-024):
TRACT 1: Lot 1, RESUBDIVISION OF LOT 5, MRI SYSTEMS CORPORATION
SUBDIVISION, GREENWOOD PARK, a subdivision in Travis County and
Williamson County, Texas, according to the map or plat thereof,
recorded in Volume 72, Page 65, of the Plat Records of Travis
County, Texas and Cabinet C, Slide 87, Plat Records of Williamson
County, Texas and Lot 6, MRI SYSTEMS CORPORATION SUBDIVISION, a
subdivision in Travis County, Texas, according to the map or plat
thereof, recorded in Volume 64, Page 6 of the Plat Records of
Travis County, Texas.
SAVE AND EXCEPT that portion awarded to the State of Texas by
Judgment recorded 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 PORTION OF JOE P.
JEKEL SUBD, a subdivision in Travis County and Williamson County,
Texas, according to the map or plat thereof, recorded in Volume
32, Page 47 of the Plat Records of Travis County, Texas and in
Cabinet B, Slide 40 of the Plat Records of Williamson County,
Texas.
<PAGE>
EXHIBIT A
---------
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' right-of-way;
THENCE S00 deg 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 deg 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 deg 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 West line of Lot 3 of The Point Addition,
being point for corner monumented by a 3/8" dia. iron rod;
THENCE S 00 deg 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 deg 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 deg 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 deg 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 deg 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 deg 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 deg 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>
EXHIBIT A
---------
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 deg 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>
EXHIBIT A
---------
U-HAUL STORAGE PFLUGERVILLE, PFLUGERVILLE, TX (883-023):
3.179 acres of land, more or less, being Lots 7, 8 and 9, Block
B, THREE POINT ACRES, SEC. 1, a subdivision in Travis County,
Texas, according to the map or plat thereof, recorded in Volume
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
instrument 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
purposes.
Said 3.179 acres being more particularly described by metes and
bounds in Exhibit "A" attached hereto and made a part hereof.
EXHIBIT A
---------
DESCRIPTION OF 3.179 ACRES OF LAND SITUATED IN TRAVIS COUNTY,
TEXAS AND BEING LOTS 7, 8, AND 9, BLOCK "B", THREE POINT ACRES,
SECTION 1, A SUBDIVISION OF AUSTIN, TRAVIS COUNTY, TEXAS AS
RECORDED IN THE COUNTY MAP RECORDS, BOOK 7, PAGE 173, SAVE AND
EXCEPT THAT CERTAIN PORTION OF SAID LOTS 8 AND 9, CONVEYED TO THE
CITY OF AUSTIN BY STREET DEED RECORDED IN VOLUME 9889, PAGE 32,
OF THE REAL PROPERTY RECORDS OF TRAVIS COUNTY, TEXAS, SAID 3.179
ACRES OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING at a concrete highway monument found in the west Right-
of-Way line of U.S. Highway No. 81 (a.k.a. Vision Drive and F.M.
1825), same being the common front corner of said Lot 7 and Lot
6, said THREE POINT ACRES, SECTION 1, for the southeast corner of
the herein described tract and the PLACE OF BEGINNING hereof;
THENCE N 64 deg 30'00" W, with the common line of said Lots 6 and 7,
a distance of 102.75 feet to a 1/2" iron pipe found;
THENCE N 61 deg 35'50" W, with the south line of said Lots 7, 8 and
9, a distance of 556.75 feet to a 1/2 " iron rod found for the
southwest corner of Lot 9 and the southwest corner hereof;
THENCE N 28 deg 11'40" E, with the west line of said Lot 9, a
distance of 287.12 feet to a 1/2" iron rod set in the current
south right-of-way line of Three Points Road, same being the
southwest corner of said tract conveyed to the City of Austin for
street purposes recorded in Volume 9889, Page 32, for the
northwest corner hereof,
THENCE with said right-of-way of Three Points Road, the following
three (3) courses and distances:
<PAGE>
EXHIBIT A
---------
(1) S 59 deg 43'37" E, a distance of 287.19 feet to an
iron rod set in the east line of said Lot 8, and the
west line of said Lot 7, same being the southeast
corner of said tract conveyed to the City of Austin for
street purposes for an inside ell corner hereof,
(2) N 31 deg 59'20" E, with the west line of Lot 7, and
the east line of said tract conveyed to the City of
Austin for street purposes, a distance of 17.51 feet to
1/2" iron pipe found for an outside ell corner hereof,
(3) S 59 deg 43'40" E, with the northline of said Lot 7, a
distance of 11.80 feet to a 1/2" iron rod set in the
said Right-of-Way line of U.S. Highway No. 81, for the
northeast corner of Lot 7 and the northeast corner
hereof;
THENCE S 22 deg 47'22" E. with the south Right-of-Way line U.S.
Highway No. 81, a distance of 462.63 feet to the PLACE OF
BEGINNING and containing 3.179 Acres (138,409 sq. ft) of land.
<PAGE>
EXHIBIT A
---------
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 deg 11' East 343.76 feet;
thence at right angles to said East Line of Pueblo Lot No. 25 or
North 89 deg 49' West 223.0 feet to another 4 inch by 4 inch redwood
stake; thence South 0 deg 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 deg 10' East 228.6 feet
to the said Eastern line of Pueblo lot No. 25; thence North 0 deg
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 deg 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 deg 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 deg 49' East, a distance of 30.00 feet to the
East line of said Outside Pueblo Lot 25; thence, North 0 deg 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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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 ONE-THIRD
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>
EXHIBIT A
---------
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. Less and Except Truck
Highway No. 36. 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.
<PAGE>
EXHIBIT A
---------
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 North 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>
EXHIBIT A
---------
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 37-40, 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 37-48, 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>
EXHIBIT A
---------
U-HAUL STORAGE LINCOLN PARK, OKLAHOMA CITY, OK (883-014):
Tract 5
All of Block One (1) BEVERLY 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) in BEVERLY HILLS ADDITION to Oklahoma City, Oklahoma County,
Oklahoma, and being more particularly described as follows:
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 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>
EXHIBIT A
---------
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 deg 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 deg 01'00" West on
the East line of said Paynes Gardens Addition to Oklahoma County
a distance of 312.00 feet; thence North 89 deg 57'00" East a distance
of 126.88 feet; thence North 00 deg 01'00" East a distance of 50.00
feet; thence North 89 deg 57'00" East a distance of 234.00 feet;
thence North 00 deg 01'00" East a distance of 95.00 feet; thence
North 89 deg 57'00" East a distance of 65.00 feet, thence North
00 deg 01'00" East 117.00 feet; thence North 89 deg 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 deg 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 particularly
described as follows: BEGINNING at a point on the East line
<PAGE>
EXHIBIT A
---------
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 deg 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 deg 57'00" West;
thence continuing on the East line of said Section 21 North
00 deg 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 deg 57'00" West;
thence departing said East line, South 89 deg 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 deg 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 deg 57'00" East (Deed = East) 330.00 feet to
the point of beginning.
<PAGE>
EXHIBIT A
---------
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 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>
EXHIBIT A
---------
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 deg 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 deg 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 deg
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 deg 07' 27" W, along the South
boundary of said Lot 15, 153.69' to the Southwest corner thereof;
run thence N 0 deg 39' 19" E, along the East right-of-way line of
Gibraltar Drive, 280.00' to the Point of Beginning.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE STRATFORD SQUARE, CLOVERDALE, 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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
U-HAUL STORAGE OCALA, OCALA FL (883-031):
PARCEL 1:
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 degrees 57
minutes 30 seconds West 785.93 feet, thence South 26 degrees 30
minutes 45 seconds East 493.89 feet, thence North 89 degrees 57
minutes 30 seconds West 400 feet to the East right-of-way line of
U.S. Highway No. 441, thence South 26 degrees 30 minutes 45
seconds East along said right-of-way line 67.05 feet, thence
South 89 degrees 57 minutes 30 seconds East 400 feet, thence
South 26 degrees 30 minutes 45 seconds East to a point which is
North 89 degrees 57 minutes 30 seconds West of the POINT OF
BEGINNING, thence South 89 degrees 57 minutes 30 seconds East 286
feet, more or less to the point of beginning. LESS AND EXCEPT
SEABOARD COASTLINE RAILROAD RIGHT-OF-WAY IN THE NORTHEAST CORNER
OF PARCEL 1.
AND PARCEL 2:
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 Southeast corner of the Northeast 1/4 of Section
4, Township 16 South, Range 22 East, and proceed North, along the
East boundary line of said Northeast 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 South 89 degrees 35 minutes 35 seconds
West, a distance of 399.58 feet to a concrete monument on the
Easterly right-of-way line of U.S. Highway No. 441, thence South
26 degrees 42 minutes 56 seconds East, along said right-of-way
line a distance of 247.02 feet to a concrete monument, thence
North 89 degrees 35 minutes 35 seconds East, a distance of 399.54
feet to a concrete monument, thence North 26 degrees 42 minutes
26 seconds West, a distance of 247.01 feet to the Point of
Beginning.
<PAGE>
EXHIBIT A
---------
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), being more particularly described as follows:
Begin at the Northwest corner of the South 1/2 of the Southwest 1/4
of the Northeast 1/4 Section 22, Township 19 South, Range 26 East,
Lake County, Florida; run thence N. 89 deg 37' 46" E., along the
North line of said South 1/2 of the Southwest 1/4 of the Northeast 1/4,
a distance of 500.00 feet; thence S. 00 deg 20' 53" E., along a line
500.00 feet East of and parallel to the West line of said South 1/2
of the Southwest 1/4 of the Northeast 1/4, a distance of 533.23 feet
to a point on the North right-of-way line of State Road 19 (a/k/a
U.S. Highway 441); thence S. 89 deg 38' 00" W., along said North
right-of-way line, a distance of 500.00 feet to a point on the
West line of said South 1/2 of the Southwest 1/4 of the Northeast 1/4;
thence N. 00 deg 20' 53" W., along said West line, a distance of
533.19 feet to the Point of Beginning.
<PAGE>
EXHIBIT A
---------
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 deg 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>
EXHIBIT A
---------
U-HAUL STORAGE NEW SMYRNA, NEW SMYRNA, FL (883-034):
Lots 1, 2, 3, 4, 5, and the Northerly 55 feet of Lot 6, Block
"C", WARMACK'S SUBDIVISION, according to plat thereof as recorded
in Map Book 8, Page 227, Public Records of Volusia County,
Florida.
<PAGE>
EXHIBIT A
---------
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 57, on page 151, Pinellas
County records, LESS the Westerly 240.00 feet thereof, and LESS
the Southerly 418.00 feet thereof.
<PAGE>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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 deg 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 deg 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 deg 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 deg 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 deg 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.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE SWANSEA, SWANSEA, MA (100092)(883-041):
The land in the Town of Swansea, County of Bristol, and
Commonwealth of Massachusetts, bounded and described as follows:
A cettain 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 deg 40' 48" E., a distance of 550.00 feet to a point
for a corner; thence turning and running S. 88 deg 16' 56" W., a
distance of 330 feet to a point for a corner; thence turning and
running N. 01 deg 43' 03" W., a distance of 140 feet to a point;
thence turning and running N. 67 deg 49' 13" E., a distance of 72
feet to a point for a corner; thence turning and running N. 10 deg
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 deg 44' 21" E., a distance of 150 feet to the point and place of
beginning.
<PAGE>
EXHIBIT A
---------
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:
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 sixty-eight 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.
<PAGE>
EXHIBIT A
---------
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.
293 R Washington Street, Norwell, MA 02061 recorded as Plan No.
596 of 1985 with said Registry in Plan Book 25, Page 914.
<PAGE>
EXHIBIT A
---------
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 along the west of said lands and
parallel with the east line of Ludwig Avenue, a distance of 150
feet to a point; thence easterly at an interior angle of 90 deg a
distance of 287.14 feet to a line drawn parallel with the west
line of Great Lot No. 15, and distant 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.
<PAGE>
EXHIBIT A
---------
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 deg 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 deg 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 deg 32' 00"
West, 326.76 feet to a point'
4) thence South 17 deg 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 deg 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 deg 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 deg 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 deg 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 deg 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 deg 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 deg 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 deg 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 deg 37' 30" West, 163.98 feet to the place of
beginning.
Containing: 1.874 Acres
All bearings are referred to Magnetic North as of 1965.
<PAGE>
EXHIBIT A
---------
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 deg 37' 30" East,
28.00 feet to a point;
2) thence through the lands of F.H.H. Realty, Inc., South
23 deg 30' 00" West, 67.30 feet to a point;
3) thence continuing through the lands of F.H.H. Realty,
Inc., North 65 deg 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 deg 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.
8The 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 deg 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 deg 37' 30" East, 164.33 feet to a point;
3) thence through the lands to be conveyed to Amerco Real
Estate Company, South 24 deg 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 deg 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:
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:
<PAGE>
EXHIBIT A
---------
1) thence from said point of beginning along the Easterly
side of Ulster Avenue Mall, North 10 deg 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 deg 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 deg 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 deg
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>
EXHIBIT A
---------
U-HAUL STORAGE HIGHTSTOWN, HIGHTSTOWN, NJ (883-045):
ALL that certain tract, lot and parcel of land lying and being in
the Township of Monroe, County of Middlesex, and State of New
Jersey, being more particularly described as follows:
KNOWN AND DESIGNATED AS LOT 13.07 IN BLOCK 4 AS SHOWN ON A
CERTAIN MAP ENTITLED "MONROE HEIGHTS, SUBDIVISION FINAL MAP",
SITUATED IN MONROE TOWNSHIP, MIDDLESEX COUNTY, NEW JERSEY, WHICH
MAP WAS FILED IN THE MIDDLESEX COUNTY CLERK'S OFFICE ON AUGUST
15, 1984, AS MAP NO. 4737, FILE 971.
ALSO KNOWN AND DESIGNATED AS LOT 13.07 IN BLOCK 4 ON THE OFFICIAL
TAX AND ASSESSMENT MAP OF THE TOWNSHIP OF MONROE, COUNTY OF
MIDDLESEX, STATE OF NEW JERSEY.
BEING MORE FULLY DESCRIBED IN ACCORDANCE WITH A SURVEY PREPARED
BY INTERNATIONAL LAND SURVEYING, INC., DATED 7/18/94, AND REV.
THROUGH 9/16/94 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 POINT 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 ROUTE #33 WITH THE
COMMON LINE BETWEEN LOTS 13.02 AND 13.05 IN BLOCK 4, AND FROM
SAID BEGINNING POINT RUNNING THENCE:
(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 THE 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; 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.
<PAGE>
EXHIBIT A
---------
TOGETHER WITH AN EASEMENT FOR INGRESS AND EGRESS MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE NORTHERLY RIGHT OF WAY LINE OF NEW
JERSEY STATE HIGHWAY ROUTE #33, SAID POINT BEING LOCATED NORTH 87
DEGREES 36 MINUTES 43 SECONDS EAST, DISTANT 169.63 FEET FROM THE
INTERSECTION OF THE SAID NORTHERLY LINE OF ROUTE #33 WITH THE
COMMON LINE BETWEEN LOTS 13.05 AND 13.02 IN BLOCK 4, AS SHOWN ON
THE CURRENT MONROE TAX MAP AND FROM SAID POINT OF BEGINNING
RUNNING THENCE:
(1) NORTH 06 DEGREES 34 MINUTES 20 SECONDS EAST PARALLEL TO AND
WESTERLY 30.00 FEET DISTANCE FROM THE COMMON LINE BETWEEN LOTS
13.05 AND 13.06 IN BLOCK 4 AS SHOWN ON SAID TAX MAP 409.95 FEEET
TO A POINT; THENCE,
(2) NORTH 87 DEGREES 36 MINUTES 43 SECONDS EAST ALONG THE COMMON
LINE BETWEEN LOTS 13.07 AND LOTS 13.06 AND 13.05 IN BLOCK 4 AS
SHOWN ON THE ABOVE MENTIONED TAX MAP 60.74 FEET TO A POINT;
THENCE,
(3) SOUTH 06 DEGREES 34 MINUTES 20 SECONDS WEST PARALLEL TO AND
EASTERLY 30 FEET DISTANT FROM SAID COMMON LINE BETWEEN LOTS 13.05
AND 13.06 IN BLOCK 4 AS SHOWN ON THE CURRENT MONROE TAX MAP
410.00 FEET TO A POINT IN THE NORTHERLY RIGHT OF WAY LINE OF NEW
JERSEY STATE HIGHWAY ROUTE #33; THENCE,
(4) WESTERLY ALONG SAID NORTHERLY RIGHT OF WAY LINE OF ROUTE #33
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 6088 FEET, AN ARC
LENGTH OF 23.35 FEET TO A POINT OF TANGENCY; THENCE,
(5) SOUTH 87 DEGREES 36 MINUTES 43 SECONDS WEST STILL ALONG SAID
NORTHERLY RIGHT OF WAY LINE OF ROUTE #33 37.40 FEET TO THE POINT
AND PLACE OF BEGINNING.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE SALEM 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
78 deg 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 deg 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 deg
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 78 deg 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 deg 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 deg 00'
00", a radius of 25.00 feet, a chord bearing and distance of N
56 deg 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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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 deg -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 deg -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 deg -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 deg -32'-03"-E along the centerline of Monroe
Street a distance of 30.20 feet to a point; thence N-21 deg -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 deg -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 deg -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 deg -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 deg -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. Subject to legal highways.
<PAGE>
EXHIBIT A
---------
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, Recorder's Office, Lucas County, Ohio.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE WORTHINGTON-GALENA, COLUMBUS, OH (883-053):
Situated in the State of Ohio, County of Franklin, City of
Columbus, being in Lot 5 of Smith and Jenkins unrecorded
subdivision of Section 1, Township 2, Range 18, United States
Military Lands, containing 3.198 acres of land, more or less,
being 0.632 acre as recorded in Official Records Volume 23958,
Page 1 through 12 (Tract II) and 2.566 acres as recorded in
Official Records Volume 12767, Page G12 (Tract I), 1.340 acres of
said 2.566 acres being out of 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 Orvill E. Keys of record in Deed Book 1136, Page
268, and Deed Book 1275, Page 7, 0.377 acre of said 0.632 acre
being out of that 0.822 acre tract of land designated as "Exhibit
B" and described in the deed to Giuseppe A. Pingue, of record in
Official Records Volume 7217, Page C15 and 0.255 acre of said
0.632 acre being out of that 0.636 acre tract of land described
in the both being of record in the Recorder's Office, Franklin
County, Ohio, said 3.198 acres of land being more particularly
described 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 South 39 degrees 40 minutes
08 seconds West 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 South 50
degrees 19 minutes 52 seconds East, 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.) South 39
degrees 40 minutes 08 seconds West, a distance of 816.95 feet to
an angle point; 2.) South 39 degrees 25 minutes 37 seconds West,
a distance of 320.20 feet to a 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, South 87 degrees 08
minutes 44 seconds East, parallel with and 150.00 feet northerly
from, as measured at right angles, the northerly line of the
7.046 acre tract of land described in the deed to Liebert
Corporation, of record in Official Records Volume 1196, Page F20,
Recorder's Office, Franklin County, Ohio, a distance of 375.13
feet to a 3/4 inch (I.D.) iron pipe found;
Thence North 2 degrees 51 minutes 16 seconds East, 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 Records Volume
8952, Page D15, Recorder's Office, Franklin County, Ohio a
distance of 264.90 feet to a 3/4 inch (I.D.) iron pipe found;
EXHIBIT A
---------
Thence, South 87 degrees 08 minutes 44 seconds East, with the
southerly line of 2.210 acre tract and with the northerly line of
said 0.822 acre tract, a distance of 180.00 feet to a 3/4 inch
(I.D.) iron pipe found, said point being an angle point in the
boundary of a 5.598 acre tract of land described in a deed to
Ralph C. Liebert of record in Official Records Volume 1231, Page
F03, Recorder's Office, Franklin County, Ohio.
Thence, South 02 degrees 51 minutes 16 seconds West, with the
westerly line of said 5.598 acre tract, a distance of 414.90 feet
to a 3/4 inch (I.D.) iron pipe found in the northerly line of
said 7.046 acre tract, the same being at the southwesterly corner
of said 5.598 acre tract;
<PAGE>
EXHIBIT A
---------
Thence, north 87 degrees 08 minutes 44 seconds West, with a
northerly line of said 7.046 acre tract, a distance of 666.37
feet to a 3/4 inch (I.D.) iron pipe found in the existing
southeasterly right-of-way line of said Worthington-Galena Road,
the same being in a southeasterly boundary of said WORTHINGTON
WOODS SECTION TWO;
Thence northeasterly, with the said southeasterly right-of-way
line of Worthington-Galena Road with a southeasterly boundary
line of said Worthington Woods
Section Two, the following two courses and distances;
1.) North 39 degrees 23 minutes 57 seconds East, a distance of
81.50 feet to a 3/4 inch (I.D.) iron pipe found;
2.) North 39 degrees 25 minutes 37 seconds East, a distance of
105.24 feet to the true point of beginning and containing 3.198
acres of land, more or less.
The bearings are based on the recorded plat of WORTHINGTON WOODS
SECTION TWO as recorded in Plat Book 58, Pages 89 and 90.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE BEAVERCREEK, BEAVERCREEK, OH (883-055):
PARCEL I:
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 53 deg 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 deg 25' 47" West for fifty (50) feet;
thence South 12 deg 44' 06" East for one hundred thirty-eight and
00/100 (138.00) feet;
thence South 17 deg 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 deg 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 deg 29' 00" West for ninety-three and 82/100 (93.82) feet;
<PAGE>
EXHIBIT A
---------
thence North 22 deg 17' 30" East for one hundred four and 98/100
(104.98) feet to the point of beginning.
PARCEL II:
A non-exclusive easement for the purpose of ingress and egress as
granted in Cross-Easement Agreement recorded on January 19, 1989
in Official Records Volume 429, Page 666 of the Greene County,
Ohio Records.
PARCEL III:
A non-exclusive right-of-way and easement for the purpose of a
stormwater runoff control facility as granted in Easement
recorded on January 19, 1989 in Official Records Volume 429, Page
671 of the Greene County, Ohio Records.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE LONGWOOD, LONGWOOD, FL (883-035):
The North 476.84 feet of the Southwest 1/4 of Section 32, Township
20 South, Range 30 East, Seminole County, Florida, lying West of
Old Orlando Road (Present right-of-way of S. 427) Less the West
361.4 feet thereof; and Less:
From the Intersection of the West Right-of-Way line of County
Road 427 and the South line of the North 476.84 feet of the
Southwest 1/4 of Section 32, Township 20 South, Range 30 East,
Seminole County, Florida, run North 32 deg 05' 03" East, along said
West Right-of-Way line 527.26 feet, thence continue Northeasterly
along said Right-of-Way and a curve concave Southeasterly having
a radius of 1186.28 feet, a central angle of 00 deg 22' 19", a chord
bearing of North 32 deg 16' 12" East, for an arc distance of 7.67
feet, thence run North 57 deg 32' 44" West, 10.00 feet, thence run
Southwesterly along a curve concave Northeasterly having a radius
of 1196.28 feet, a central angle of 00 deg 22' 19", a chord bearing
of South 32 deg 16' 12" West, for an arc distance of 7.77 feet,
thence run South 32 deg 05' 03" West, 533.62 feet to the South line
of aforesaid North 476.84 feet to the Southwest 1/4, thence run
North 89 deg 38' 45" East, 11.84 feet to the point of beginning.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE CLARKSTON 2, CLARKSTON, GA (883-029):
ALL THAT TRACT OR PARCEL OF LAND lying and being in the City of
Clarkston, Land Lot 97 of the 18th District of DeKalb 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 Southeasterly Right-Of-Way of Sams
Road (a 60 foot Right-Of-Way) and the Southwesterly Right-Of-Way
of Montreal Road (a 80-foot Right-Of-Way); run thence South 36
degrees 19 minutes 15 seconds West along the Southeasterly Right-
Of-Way of Sams Road a distance of 175.00 feet to an iron pin
placed and THE TRUE POINT OF BEGINNING.
FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED; run thence
South 53 degrees 47 minutes 38 seconds East a Distance of 200.52
feet to a nail found in asphalt paving; run thence South 36
degrees 24 minutes 57 seconds West a distance of 235.05 feet to
an "X" found in concrete paving; run thence North 57 degrees 42
minutes 47 seconds West a distance of 212.48 feet to an iron pin
placed on the Southeasterly Right-Of-Way of Sams Road; run thence
Northeasterly along the Southeasterly Right-Of-Way of Sams Road
and following the curvature thereof an arc distance of 50.04 feet
to a point (said arc having a radius of 104.60 feet and being
subtended by a chord of North 50 degrees 02 minutes 32 seconds
East a distance of 49.56 feet); continue thence along said Right-
Of-Way North 36 degrees 20 minutes 17 seconds East a distance of
201.45 feet to an iron pin placed and THE TRUE POINT OF
BEGINNING.
<PAGE>
EXHIBIT A
---------
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>
EXHIBIT A
---------
U-HAUL STORAGE CLARKSTON, CLARKSTON, GA (883-030):
PARCEL "A"
- ---------
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:
TO FIND THE TRUE POINT OF BEGINNING; commence at an iron pin
found at the intersection of the Southerly right-of-way of Church
Street and the Easterly right-of-way of Northern Avenue; run
thence North 79 degrees 53 minutes 11 seconds East a distance of
77.14 feet to an iron pin found at the intersection of the
Southerly right-of-way of Church Street and the Easterly right-of-
way of proposed Northern Avenue Relocation, said point being THE
TRUE POINT OF BEGINNING.
FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED; run thence
North 79 degrees 53 minutes 11 seconds East along the Southerly
right-of-way of Church Street a distance of 0.66 feet to a point;
run thence South 74 degrees 22 minutes 03 seconds East a distance
of 117.92 feet to a point; run thence South 74 degrees 27 minutes
00 seconds East a distance of 82.89 feet to an iron pin found;
run thence South 16 degrees 00 minutes 04 seconds East a distance
of 154.09 feet to an iron pin found; run thence South 17 degrees
15 minutes 46 seconds East a distance of 81.81 feet to a 1" pipe
found; run thence South 17 degrees 38 minutes 11 seconds East a
distance of 82.00 feet to an iron pin placed; run thence North 89
degrees 27 minutes 26 seconds West a distance of 384.30 feet to
an iron pin found on the Easterly right-of-way of Northern
Avenue; run thence North 00 degrees 39 minutes 47 seconds West
along the Easterly right-of-way of Northern Avenue a distance of
99.64 feet to an iron pin found at the intersection of the
Easterly right-of-way of Northern Avenue and the Easterly right-
of-way of proposed Northern Avenue Relocation; run thence along
the Easterly right-of-way of proposed Northern Avenue Relocation
and following a curve to the right an arc distance of 118.08 feet
to a point (said arc having a radius of 175.00 feet and being
subtended by a chord of North 22 degrees 04 minutes 27 seconds
East a distance of 115.85 feet); continue thence along said right-
of-way and following a curve to the left an arc distance of
161.43 feet (said arc having a radius of 225.00 feet and being
subtended by a chord of North 20 degrees 51 minutes 03 seconds
East a distance of 157.99 feet) to an iron pin found at the
intersection of the Easterly right-of-way of proposed Northern
Avenue Relocation and the Southerly right-of-way of Church Street
and THE TRUE POINT OF BEGINNING.
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:
TO FIND THE TRUE POINT OF BEGINNING; commence at an iron pin
found at the intersection of the Southerly right-of-way of Church
Street and the Easterly right-of-way of Northern Avenue, said
point being THE TRUE POINT OF BEGINNING.
<PAGE>
EXHIBIT A
---------
FROM THE TRUE POINT OF BEGINNING AS THUS ESTABLISHED; run thence
North 79 degrees 53 minutes 11 seconds East a distance of 26.06
feet to a point at the intersection of the Southerly right-of-way
of Church Street and the Westerly right-of-way of proposed
Northern Avenue Relocation; run thence Southerly along the
Westerly right-of-way of proposed Northern Avenue Relocation and
following a curve to the right a arc distance of 116.32 feet to a
point (said arc having a radius of 175.00 feet and being
subtended by a chord of South 22 degrees 21 minutes 42 seconds
West a distance of 114.19 feet); continue thence along said right-
of-way and following a curve to the left an arc distance of 5.88
feet (said arc having a radius of 225.00 feet and being subtended
by a chord of South 40 degrees 39 minutes 21 seconds West a
distance of 5.88 feet) to a point at the intersection of the
Westerly right-of-way of proposed Northern Avenue Relocation and
the Easterly right-of-way of Northern Avenue; run thence North 00
degrees 50 minutes 02 seconds East along the Easterly right-of-
way of Northern Avenue a distance of 64.86 feet to a point;
continue thence along said right-of-way North 26 degrees 58
minutes 13 seconds East a distance of 45.60 feet to an iron pin
found at the intersection of the Easterly right-of-way of
Northern Avenue and the Southerly right-of-way of Church Street,
and THE TRUE POINT OF BEGINNING.
Said tract of land containing 0.0641 acres and being designated
as Parcel "B" on that plat entitled "SURVEY FOR: SAC SELF-STORAGE
CORPORATION, A NEVADA CORPORATION, CHICAGO TITLE INSURANCE
COMPANY & NATIONWIDE COMMERCIAL CO., AN ARIZONA CORPORATION",
prepared by E D I Engineers & Surveyors, Inc., by S. G. Evans,
Jr., R.L.S. No. 1159; dated June 9, 1994, Last revised October
28, 1994.
<PAGE>
EXHIBIT A
---------
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 deg 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 deg 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 deg 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 deg 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 right-of-way
line of H.K. Dodgen Loop (Loop 363);
<PAGE>
EXHIBIT A
---------
THENCE S. 69 deg 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 deg 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 deg 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. 23 deg 12' 10" 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>
EXHIBIT A
---------
U-HAUL STORAGE GUTHRIE HIGHWAY, CLARKSVILLE, TN (883-059):
Land in the 6th Civil District of Montgomery County, Tennessee,
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
lines, 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 a survey
by Clarksville Engineering Services, Inc., dated March 15, 1990,
and revised July 15, 1994.
Being the same property conveyed to SAC Self-Storage Corporation,
a Nevada corporation, by deed from Burklow and Associates, Inc.,
of record in Book 541, page 415, Register's Office for Montgomery
County, Tennessee.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE APPLE VALLEY, CLINTON, MA (883-063):
The land in Clinton, Worcester County, Massachusetts, with the
buildings thereon, and all the privileges and appurtenances
thereto belonging, which land is further 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 462.4 feet, it being
the most northeasterly corner of the parcel described herein;
THENCE running S. 26 degrees 14' 20" W. by High Street 333.47
feet to an angle in the street;
THENCE running N. 63 degrees 45' 40" W., 5.00 feet by High Street
to a cement bound;
THENCE running S. 30 degrees 11' 50" W. still High Street, 265.50
feet to a cement bound in said westerly line of High Street;
THENCE running by High Street on a curve to the left with a
radius of 1200 feet, a distance of 73 feet more or less to the
Nashua River;
THENCE following the river downstream moving westerly,
northwesterly, northerly, and northeasterly 1390 feet, more or
less, to a point on the town line between Lancaster and Clinton;
THENCE S. 64 degrees 10' 00" E. along the town line, 208 feet,
more or less, to a corner of land now or formerly of Michael
Diskaburos et ux;
THENCE S. 18 degrees 41' 20" W. along land now or formerly of
Michael Diskaburos et ux 198.17 feet to an iron pipe;
THENCE S. 41 degrees 03' 00" E. along land now or formerly of
Michael Diskaburos et ux 74.13 feet to an iron pipe;
Thence S. 57 degrees 42' 40" E. along land now or formerly of
Michael Diskaburos et ux 211.40 feet to the point of beginning.
The above described premises are shown on a Plan of "Land in
Clinton, Mass." owned by Apple Valley Mini-Storage Realty Trust,
Jon Mark Delli Priscoli, Trustee, dated August 22, 1986, drawn by
Guerard Survey Co. & Assoc. and recorded with the Worcester
District Registry of Deeds, Plan Book 569, Plan 23.
<PAGE>
EXHIBIT A
---------
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
15,916.24 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.
<PAGE>
EXHIBIT A
---------
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; being shown as containing 2.88 acres on
that certain plat of survey prepared for Sac Self-Storage
Corporation, prepared by International Land Surveying, Inc.,
certified by William C. Smith, Georgia Registered Land Surveyor
No. 1803, stamp dated July 27, 1994.
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 T. Kenneth Minchew,
Jr. to KM Investments, LTD. dated November 5, 1986 and recorded
in deed book 1337, page 593 aforesaid records.
TOGETHER WITH:
All of Grantor's right, title and interest in and to the
following:
1. Mutual Easement executed by KM Investments, Ltd. dated
November 5th, 1986 recorded in Deed Book 1337, Page 597, Clayton
County, Georgia Records; regarding easement rights for ingress
and egress to the property.
2. Encroachment Agreement executed by KM Investments, Ltd.
dated November 7th, 1986 recorded in Deed Book 1337, Page 601,
Clayton County, Georgia Records; regarding the permissive
encroachment by improvements on the property onto adjoining
property of KM Investments, Ltd.; as affected by Agreement
Regarding Encroachment Agreement dated August 17, 1994, between
Triple T Enterprises, Inc. (A/K/A "Triple T, Inc."), a Georgia
corporation and Peoples Southwest Real Estate Limited
Partnership, a Delaware limited partnership, filed for record
August 24, 1994 at Deed Book 2131, page 226, aforesaid records.
<PAGE>
EXHIBIT A
---------
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
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;
<PAGE>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
U-HAUL STORAGE 103RD STREET, W. JACKSONVILLE, FL (883-068):
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 deg 15'00" East along said Northerly right-of-way line, 300.00
feet to the point of beginning; thence continue North 88 deg 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 deg 07'30" West along last said
line, 637.99 feet; thence South 88 deg 15'00" West, 496.88 feet to
the aforesaid Easterly right-of-way line of Harlow Boulevard;
thence South 01 deg 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 deg 15'00"
East along last said line, 300.00 feet to the Easterly line of
said lands; thence South 01 deg 02'30" East along last said line,
388.00 feet to the point of beginning.
<PAGE>
EXHIBIT A
---------
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 A
---------
U-HAUL STORAGE SUNRISE, SUNRISE, FL (882-085):
The following described lands located in Broward County, Florida;
Parcel I:
A portion of Parcel "A', Sunrise Total Storage Plat", according
to the Plat thereof as recorded in Plat Book 112, at Page 36 of
the Public Records of Broward County, Florida, more particularly
described as follows:
Commence at the Southeast corner of said Plat; thence South 89
degrees 26 minutes 56 seconds West along the South boundary of
said plat, 374.62 feet; thence North 00 degrees 33 minutes 04
seconds West, 40.00 feet to the POINT OF BEGINNING said point
being on the North Right-of-Way line of Springtree Lake Drive, as
shown on said plat; thence South 89 degrees 26 minutes 56 seconds
West along said line, 669.10 feet; thence North 45 degrees 50
minutes 17 seconds West, 49.25 feet to a point on the East Right-
of-Way line of Northwest 103rd Avenue, as shown on said plat;
thence North 01 degrees 07 minutes 31 seconds West along said
Right-of-Way line 324.29 feet to the Northwest corner of said
Parcel "A"; thence North 89 degrees 23 minutes 44 seconds East
along the North boundary of said Parcel 945.63 feet (the last
four (4) courses being coincident with the boundary of said
Parcel "A"; thence South seconds West along said Right-of-Way
line, 324.29 feet to the Northwest corner of said Parcel 'A';
then North 89 degrees 23 minutes 44 seconds East along the North
boundary of said parcel, 945.63 feet (the last four (4) courses
being coincident with the boundary of said Parcel "A"; thence
South 00 degrees 33 minutes 04 seconds East, 25.81 feet; thence
South 89 degrees 26 minutes 56 seconds West, 238.28 feet; thence
South 00 degrees 33 minutes 04 seconds East, 334.00 feet to the
POINT OF BEGINNING.
Parcel II:
TOGETHER WITH a non-exclusive easement for ingress and egress as
described in that instrument recorded in Official Records Book
12685, at Page 186, of the
Public Records of Broward County, Florida over the property
described as follows:
A portion of Parcel "A", SUNRISE TOTAL STORAGE PLAT, according to
the Plat thereof, as recorded in Plat Book 112, at Page 36 of the
Public Records of Broward County, Florida, more particularly
described as follows:
COMMENCE at the Southeast corner of said Plat; thence South 89 deg
26' 56" West, along the South boundary of said plat, 358.62 feet;
thence North 00 deg 33' 04" West, 350.00 feet to the POINT OF
BEGINNING; thence continue North 00 deg 33' 04" West, 24.00 feet,
thence North 89 deg 26' 56" East, 222.28 feet; thence South 00 deg 33'
04" East, 24.00 feet; thence South 89 deg 26' 56" West, 222.28 feet
to the POINT OF BEGINNING.
<PAGE>
EXHIBIT A
---------
TOGETHER WITH a non-exclusive access easement as described in
that instrument recorded in Official Records Book 12563, at Page
298, of the Public Records of Broward County, Florida, over the
EAST 1/2 of the property described as follows:
A portion of Parcel "A", SUNRISE TOTAL STORAGE PLAT, according to
the Plat thereof, as recorded in Plat Book 112, at Page 36 of the
Public Records of Broward County, Florida, more particularly
described as follows:
Commence at the Southeast corner of said plat; thence South 89 deg
26' 56" West, along the South boundary of said plat, 390.62 feet;
thence North 00 deg 33' 04" West, 40.00 feet to the POINT OF
BEGINNING, said point being on the North Right-of-Way line of
Springtree Lake Drive, as shown on said plat; thence continue
North 00 deg 33' 04" West, 334.00 feet; thence North 89 deg 26' 56"
East, 32.00 feet; thence South 00 deg 33' 04" East, 334.00 feet to a
point on said North Right-of-Way line; thence South 89 deg 26' 56"
West along said line 32.00 feet to the POINT OF BEGINNING.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE MAINWAY, BURLINGTON, ONT (886-011):
- -------------------------------------------------
The property purchased (the "Property") as described in the
Transfer/Deed of Land comprises Part of Lots 2 and 3 & Part of
Block Z, Plan 1503, in the City of Burlington, in the Regional
Municipality of Halton designated as Parts 1, 2 and 3 on
Reference Plan 20R-7363, together with an easement over Part 1 on
Plan 20R-7646.
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE ALTA MESA, FORT WORTH, TX (883-004):
TRACT I
Lot 3-A, Block A, WOODMONT PLAZA ADDITION, an Addition to 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.
TRACT II
Lot 3-B, Block A, WOODMONT PLAZA ADDITION, an Addition to the
City of Fort Worth, Tarrant County, Texas, according to plat
recorded in Volume 388-193, Page 59, Deed Records of Tarrant
County, Texas.
<PAGE>
EXHIBIT A
---------
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, situate in Tilton, County of Belknap, State of New
Hampshire, shown on a Plan entitled, "Asbuilt Plan of Lakes
Region Self Storage, Route 3, Tilton, New Hampshire prepared for
Amerco Real Estate", dated Dec 1, 1993, Revised 1/5/94 by William
G. Howard, LLS, Recorded in the Belknap County Registry of Deeds
in Plan Drawer L20, Plan #24, 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 deg 53' 49" West, 336.13 feet to a Drill hole found;
thence
2) South 73 deg 22' 39" West, 245.24 feet to a drill hole at the
corner of a stone wall; thence
3) North 02 deg 33' 04" West, 55.06 feet to a point; thence
4) North 04 deg 07' 26" West, 195.19 feet to a point; thence
5) North 04 deg 27' 18" West, 127.97 feet to a point; thence
6) North 05 deg 50' 13" West, 149.64 feet to a point; thence
7) North 05 deg 50' 13" West, 60.09 feet to a point; thence
8) North 85 deg 17' 33" East, 250.06 feet to a point; thence
9) North 86 deg 53' 39" East, 69.53 feet to a point; thence
10) North 85 deg 05' 39" East, 288.05 feet to a point; thence
11) North 82 deg 13' 52" East, 140.58 feet to a point; thence
12) North 84 deg 35' 08" East, 49.82 feet to a point; thence
13) North 84 deg 46' 48" East, 76.78 feet to a point; thence
14) North 85 deg 07' 13" East, 58.24 feet to a point; thence
15) North 87 deg 12' 24" East, 73.98 feet to a point; thence
16) North 88 deg 24' 06" East, 24.04 feet to a point; thence
<PAGE>
EXHIBIT A
---------
17) North 89 deg 54' 55" East, 28.67 feet to a point; thence
18) North 86 deg 14' 36" East, 71.28 feet to a point; thence
19) North 89 deg 31' 45" East, 75.06 feet to a point on the
northwesterly side of U.S. Route 3; thence
20) South 40 deg 03' 50" West, by the side of U.S. Route 3, 9.95
feet to a point; thence
21) South 42 deg 40' 11" West, by the side of U.S. Route 3, 90.72
feet to a point; thence
22) South 41 deg 26' 22" West, by the side of U.S. Route 3, 154.41
feet to a point; thence
23) South 46 deg 14' 48" West, by the side of U.S. Route 3, 57.20
feet to a point; thence
24) South 42 deg 11' 47" West, by the side of U.S. Route 3, 254.06
feet to a point; thence
25) South 37 deg 12' 07" West, by the side of U.S. Route 3, 91.52
feet to a point; thence
26) South 39 deg 44' 33" West, by the side of U.S. Route 3, 133.41
feet to a point; thence
27) South 32 deg 33' 00" West, by the side of U.S. Route 3, 173.92
feet to a point; thence
28) South 27 deg 50' 14" West, 97.87 feet to the point of
beginning.
<PAGE>
EXHIBIT A
---------
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 AMERCO Real Estate Co. by
Herbert H. Metz, Inc., Civil Engineers and Surveyors, dated
February 6, 1973 and revised March 2, 1994 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 Levin Wing Corporation;
thence extending along the 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 Penn Lodge 1979, Order of
the Elks; thence extending along the same North 30 degrees 15
minutes West 214.79 feet to a point a corner now or late of Faye
Ziegler, et al Trusts; thence extending along the same North 48
degrees 30 minutes 49 seconds East 495.00 feet to a point; thence
extending North 78 degrees 01 minute East along lands now or late
of Thomas C. and Karen E. Williams and recrossing the
Southwesterly side of Bethlehem Pike 268.54 feet to the first
mentioned point and place of beginning.
BEING Tax Parcel No. 35-00-00565-02-1
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>
EXHIBIT A
---------
U-HAUL STORAGE NORTH ROYALTON, NORTH ROYALTON, OH (883-054):
Parcel 1:
Situated in the State of Ohio, County of Cuyahoga, and City of
North Royalton, and known as Sublot No. 3A in the Lot Split and
Consolidation of part of Original Royalton Township Section No. 8
as shown by the recorded plat in Volume 254 of Maps, Page 94 of
Cuyahoga County 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 3A;
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 3A, 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 3A, 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 3A, a distance of 251.04 feet to a point distant S.
88 degrees 38' 22" 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 3A, 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 3A, 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 3A, 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.
<PAGE>
EXHIBIT A
---------
Parcel No. 2 - Easement
Mutual Easement Agreement for water and sewer, from Handy
Storage/Midwest No. 4 Co., an Ohio corporation, to Steve M.
Graber, filed for record June 3, 1991 at 4:01 P.M., established
by instrument recorded in Volume 92-3246, Page 9 of Cuyahoga
County Records, over premises westerly and adjacent to Parcel No.
1 as depicted on Plat in Volume 254, Page 94 of Cuyahoga County
Records.
<PAGE>
EXHIBIT A
---------
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 on that certain plat entitled
"Resubdivision of Parcels E-2-A, and E-2-B Resubdivision of
Parcel E-2, Resubdivision of Parcel E and Parcel F, Subdivision
of property of W. W. Reasor, Deep Creek Borough, Chesapeake,
Virginia", dated December 29, 1994, and recorded January 13, 1995
in the Clerk's Office of the Circuit Court of the City of
Chesapeake, Virginia, in Map Book 111, page 43.
<PAGE>
EXHIBIT A
---------
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.
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 of the Strief Subdivision No. 2, an Addition to the City
of
<PAGE>
EXHIBIT A
---------
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.
<PAGE>
EXHIBIT A
---------
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 deg 23' East two hundred thirteen and 32/100
(213.32) feet to a point;
Thence South 29 deg 37' East seventy-three and 56/100 (73.56)
feet to a point;
Thence North 61 deg 02' East one hundred ninety-six (196) feet
to a point;
Thence North 56 deg 53' East one hundred ninety-four and 50/100
(194.50) feet to a point;
Thence North 48 deg 43' East one hundred forty-two and 27/100
(142.27) feet to a point;
Thence South 41 deg 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.
<PAGE>
EXHIBIT A
---------
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 deg34'02" East, along the North boundary of Tract 23, (the
centerline of Main Street), 100.00 feet; thence South 00 deg02'19"
West, 15.00 feet to the POINT OF BEGINNING; thence run along the
South right-of-way line of Main Street, South 89 deg34'02" East,
228.32 feet; thence North 00 deg04'24" East, 15.00 feet to the
Northwest corner of Tract 24; thence South 89 deg34'02" East, along
the North Line of Tract 24, 95.27 feet; thence South 00 deg03'53"
West, 162.60 feet to a point on the Northerly face of the metal
overhang of the roof of a one story concrete block and steel
building, thence South 89 deg24'45" East along said metal overhang a
distance of 0.50 feet; thence South 00 deg38'15" West along said
metal overhang, a distance of 25.45 feet; thence North 89 deg36'57"
West along said metal overhang, a distance of 0.10 feet; thence
South 00 deg03'53" West, a distance of 0.03 feet; thence North
89 deg34'02 West, 95.40 feet; thence South 00 deg05'38" West, 112.00
feet; thence North 89 deg34'02" West, 65.74 feet; thence South
00 deg03'53" West, 140.00 feet; thence North 89 deg34'02" West, 262.25
feet; thence North 00 deg02'19" East, along the West boundary of
Tract 23, 290.00 feet; thence South 89 deg34'02" East, 100.00 feet;
thence North 00 deg02'19" 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 deg34'02" 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 deg03'53" 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 deg03'53" West,
25.00 feet; thence North 89 deg34'02" West, 311.15 feet; thence
North 00 deg03'53" East, 25.00 feet; thence South 89 deg34'02" East,
311.15 feet to the Point of Beginning.
<PAGE>
EXHIBIT A
---------
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 deg35'04" 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 deg35'04" 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 deg17'00" West 148.90 feet; thence
South 40 deg29'22" West 248.60 feet; thence South 89 deg24'11" West
208.64 feet; thence North 00 deg24'56" West 337.44 feet to the point
of beginning.
<PAGE>
EXHIBIT A
---------
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 deg 56' 56" West 202.35 feet from the Northeast corner of said SE
1/4 to the POINT OF BEGINNING,
thence South 89 deg 56' 56" West 109.35 feet
to the Western boundary of Lot 2, EVANS HI-PARK
Subdivision as per plat book 6, page 25, public
records of Hernando County, Florida,
thence North 00 deg 20' 51" West 696.38 feet,
thence North 89 deg 56' 56" East 155.74 feet
to the Eastern boundary of said Lot 2,
thence South 00 deg 21' 11" East along said
Eastern boundary of said Lot 2 a distance of
531.99 feet,
thence South 15 deg 27' 07" West 170.59 feet to
the POINT OF BEGINNING.
AND LESS THE FOLLOWING DESCRIBED PROPERTY:
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 deg 56' 56" W. 155.85 feet from the NE corner
of said SE 1/4, thence S. 0 deg 21' 11" E., along said East boundary
525.00 feet, thence S. 89 deg 56' 56" W. 155.90 feet to the West
boundary of said Lot Two, thence N. 0 deg 20' 51" W., along said
West boundary, 525.00 feet to the North boundary of said SE 1/4,
thence N. 89 deg 56' 56" E., along said North boundary, 109.35 feet,
thence N. 15 deg 27' 07" E. 170.59 feet to said East boundary thence
S. 0 deg 21' 11" E., along said East boundary, 164.39 feet to the
Point of Beginning;
AND LESS AND EXCEPT only portion of the above described land
lying within lands owned by Florida Power Corporation as
described in C.M. Book 10, page 694, of the public records of
Hernando County, Florida, as referenced in O.R. Book 130, Page
34, also described as:
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 deg 56' 56" W. 311.72 feet
from the Northeast corner of SE 1/4 of said fractional section;
thence N. 0 deg 20' 51" W. along said West boundary 696.48 feet to
the Point of Beginning; thence N. 0 deg 20' 51" W.
<PAGE>
EXHIBIT A
---------
along said West boundary 202.00 feet; thence N. 15 deg 27' 07" E.
571.83 feet to a point on the East boundary of said Lot; thence
S. 0 deg 21' 11" E. along said East boundary 201.94 feet; thence S.
15 deg 27' 07" W. 571.90 feet to the Point of Beginning.
<PAGE>
EXHIBIT A
---------
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>
EXHIBIT A
---------
U-HAUL STORAGE CLEMENTON, CLEMENTON, NJ (883-088):
PARCEL 1:
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 00 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, 78.00 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.
FOR INFORMATION ONLY: BEING Block 75, Lots 29 and 29.01
(formerly 27, 28 and part of 29) Tax Map.
ALSO known as 276 White Horse Pike, Clementon, N.J.
BEING THE SAME LAND AND PREMISES that became vested in
NATIONWIDE COMMERCIAL COMPANY by Deed from Michael W. McLaughlin,
Sheriff of the County of Camden, in the State of New Jersey,
dated January 27, 1995, recorded February 14, 1995, in Deed book
4741, page 487.
PARCEL 2:
BEGINNING at a point in the Southerly right-of-way line of
White Horse Pike (70.00 feet wide), said point being South 64
degrees 05 minutes 56 seconds East, 120.43 feet from the
Northeasterly corner of Lot 26, Block 75, Tax Map; thence
1) South 64 degrees 05 minutes 56 seconds East, along the
Southerly right-of-way line of White Horse Pike, 75.00 feet to a
point in same; thence
<PAGE>
EXHIBIT A
---------
2) South 05 degrees 34 minutes 00 seconds West, along Lot
30, 225.00 feet to a point corner to same; thence
3) North 84 degrees 26 minutes 00 seconds West, along Lot
28, 78.00 feet to a point corner to same; thence
4) North 07 degrees 19 minutes 00 seconds East, still along
Lot 28, 251.18 feet to the place of beginning.
FOR INFORMATION ONLY: BEING Lot 28, Block 75 on the Tax Map.
BEING PART OF THE SAME LAND AND PREMISES that became vested
in U-HAUL CO. of NEW JERSEY, INC., by Deed from DOROTHY M.
BASSETT, Executrix of the Estate of FLORENCE E. SHORTT, deceased,
dated June 7, 1995, recorded June 14, 1995 in Deed Book 4761,
page 0416.
<PAGE>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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.
<PAGE>
EXHIBIT A
---------
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.
Parcel I.D.#
1-9-2480958 (Lot 14)
1-9-2480960 (Lot 15)
1-9-2480971 (Lot 16)
<PAGE>
EXHIBIT A
---------
U-HAUL STORAGE TEXAS CENTRAL PKWY, WACO, TX (883-094):
Fieldnotes for 2.1068 acres of land, being all of Lot 2, Block 1
of an Amended Final Plat of Central Storage Addition, Volume
1459, Page 244 of the Deed Records of McLennan County, and an
adjacent 321 square foot tract of land, being out of the T. B.
White Survey, Abstract No. 896 in McLennan County, Texas, and
being that same tract of land conveyed to Two SAC Self-Storage
Corporation by deed recorded in Volume 1861, Page 560 of the said
Deed Records, said 2.1068 acres of land being more particularly
described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found in the East line of Texas
Central Parkway, based on a 120.00 foot right-of-way, marking the
Northwest corner of Lot 2, Block 1 of said Central Storage
Addition, said point also being the Southwest corner of Lot 1,
Block 1 of said Central Storage Addition, said point also being
South 30 deg 29' 35" East, 177.21 feet from the Northwest corner
of that certain 8.23 acre tract conveyed to 84 Plaza Joint
Venture by deed recorded in Volume 1403, Page 455 of the said
Deed Records;
THENCE: North 58 deg 19' 00" East, 283.66 feet with the North
line of said Lot 2, Block 1 and the common South line of Lot 1,
Block 1 of said Central Storage Addition to a 1/2 inch iron rod
found marking the Northeast corner of said Lot 2 and the herein
described tract, said point also being the Southeast corner of
said Lot 1, Block 1, said point also being in the West line of
the Final Plat of Lot 1, Block 7 Woodway Center Addition, the map
or plat thereof being recorded in Volume 1821, page 501 of the
Deed Records McLennan County, said point also being the North
corner of the said 321 square foot tract;
THENCE: South 31 deg 34' 00" East, (called South 30 deg 39' 04"
East), 184.96 feet with the West line of the Final Plat of Lot 1
Block 7 Woodway Center Addition and the East line of the 321
square foot tract to the Southeast corner of the said 321 square
foot tract and an ell corner of said Woodway Center Addition and
the herein described tract, from which a found 1/2 inch iron rod
bears North 31 deg 34' East, 0.40 feet;
THENCE: South 58 deg 19' 00" West (called South 58 deg 09' 31"
West), 3.47 feet with the South line of the said 321 square foot
tract and the Westerly line of said Woodway Center Addition to a
point in the East line of said Central Storage Addition for the
Southwest corner of the said 321 square foot tract and a second
ell corner of said Woodway Center Addition and the herein
described tract from which a found 1/2 inch rod bears North 30
deg 42" West, 0.60 feet;
THENCE: South 30 deg 42' 23" East (called South 30 deg 39' 05"
East), 137.34 feet with the East line of said Central Storage
Addition and the common West line of said Woodway Center Addition
to a 1/2 inch iron rod found marking the Southeast corner of said
Lot 2, Block 1 and the herein described tract, said point also
being the Northeast corner of Lot 1, Block 1 of Central Express
Addition as recorded in Volume 1661, Page 838 of the said Deed
Records;
THENCE: South 58 deg 19' 00" West, 284.16 feet with the South
line of said Lot 2, Block 1 of
<PAGE>
EXHIBIT A
---------
Central Storage Addition and the common North line of the said
Central Express Addition to a point in the East line of said
Texas Central Parkway for the Southwest corner of said Lot 2,
Block 1 of Central Storage Addition, from which a 1/2 inch iron
rod bears North 30 deg 30' West, 0.40 feet, said point also being
the Northwest corner of said Lot 1, Block 1 of Central Express
Addition;
THENCE: North 30 deg 29' 35" West, 322.35 feet with the West
line of said Central Storage Addition and the common East line of
said Texas Central Parkway to the PLACE OF BEGINNING and
containing 2.1068 acres or 91,771 square feet of land, more or
less.
<PAGE>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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 filed in Book 139, page 49 of
parcel maps, records of said County.
<PAGE>
EXHIBIT A
---------
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 46 degrees 41
minutes West 25.50 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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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 deg21'35" West, along the East line of said Section 6, a distance
of 1152.64 feet; thence South 33 deg30'20" West, a distance of
650.35 feet; thence South 56 deg29'40" East, a distance of 685.00
feet; thence South 33 deg30'00" West, a distance 2030.00 feet;
thence North 56 deg28'23" West, a distance of 76.23 feet; thence
South 33 deg30'00" West, a distance of 544.07 feet; thence North
88 deg58'47" West, a distance of 760.40 feet to the POINT OF
BEGINNING; thence continue North 88 deg58'47" West a distance of
69.40 feet; thence South 33 deg30'00" West, a distance of 56.85
feet; thence South 01 deg01'13" West, a distance of 1004.70 feet;
thence South 88 deg58'47" East, a distance of 100.00 feet; thence
North 01 deg01'13" 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 deg21'35" West, along the East line of said Section 6, a distance
of 1152.64 feet; thence South 33 deg30'20" West, a distance of
650.35 feet; thence South 56 deg29'40" East, a distance of 685.00
feet; thence South 33 deg30'00" West, a distance of 2030.00 feet;
thence North 56 deg28'23" West, a distance of 76.23 feet; thence
South 33 deg30'00" West, a distance of 544.07 feet; thence North
88 deg58'47" West, a distance of 829.80 feet; thence South 33 deg30'00"
West, a distance of 56.85 feet to the POINT OF BEGINNING; thence
continue South 33 deg30'00" West, a distance of 186.22 feet; thence
South 01 deg01'13" West, a distance of 847.61 feet; thence South
88 deg58'47" East, a distance of 100.00 feet; thence North 01 deg01'13"
East, a distance of 1004.70 feet to the POINT OF BEGINNING; LESS
AND EXCEPT the South 10 feet thereof.
<PAGE>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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;
and
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>
EXHIBIT A
---------
U-HAUL STORAGE AURORA, AURORA, ONT (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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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-2985, 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>
EXHIBIT A
---------
U-HAUL STORAGE NEWMARKET, NEWMARKET, ONT (886-005):
Parcel 11-2, 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 purpose as set out
in LT434245.
Subject to a right in favour of Steeles-Jane Properties Inc., for
10 years from 89/10/18 for the purposes as in LT623816.
Land Titles Division of York Region (No. 65).
<PAGE>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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>
EXHIBIT A
---------
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
---------
1. U-Haul Storage Grant Road -- U-Haul Co. of Arizona
2. U-Haul Storage Great Hills -- U-Haul Co. of Texas
3. U-Haul Storage Cedar Ridge -- U-Haul Co. of Texas
4. U-Haul Storage Pflugerville -- U-Haul Co. of Texas
5. U-Haul Storage State Street -- U-Haul Co. of California
6. U-Haul Storage Spring Valley -- U-Haul Co. of California
7. U-Haul Storage Keller Lake -- U-Haul Co. of Minnesota
8. U-Haul Storage Hefner -- U-Haul Co. of Oklahoma, Inc.
9. U-Haul Storage Lincoln Park -- U-Haul Co. of Oklahoma, Inc.
10. U-Haul Storage Bethany -- U-Haul Co. of Oklahoma, Inc.
11. U-Haul Storage Harry Hines -- U-Haul Co. of Texas
12. U-Haul Storage Gibralter -- U-Haul Co. of Mississippi
13. U-Haul Storage Stratford Square -- U-Haul Co. of Illinois, Inc.
14. U-Haul Storage Hoffman Estates -- U-Haul Co. of Illinois, Inc.
15. U-Haul Storage Ocala -- U-Haul Co. of Florida
16. U-Haul Storage Eustis -- U-Haul Co. of Florida
17. U-Haul Storage Orange City -- U-Haul Co. of Florida
18. U-Haul Storage New Smyrna -- U-Haul Co. of Florida
19. U-Haul Storage Seminole -- U-Haul Co. of Florida
20. U-Haul Storage Park Street -- U-Haul Co. of Florida
21. U-Haul Storage Brunswick -- U-Haul Co. of Maine, Inc.
22. U-Haul Storage Swansea -- U-Haul Co. of Massachusetts, Inc.
23. U-Haul Storage Hanover -- U-Haul Co. of Massachusetts, Inc.
24. U-Haul Storage Cheektowaga -- U-Haul Co. of New York, Inc.
25. U-Haul Storage Kingston -- U-Haul Co. of New York, Inc.
26. U-Haul Storage Heightstown -- U-Haul Co. of New Jersey, Inc.
27. U-Haul Storage Turnpike -- U-Haul Co. of Virginia
28. U-Haul Storage NAFB -- U-Haul Co. of Nevada, Inc.
29. U-Haul Storage Franklin Park -- U-Haul Co. of Ohio
30. U-Haul Storage Byrne Road -- U-Haul Co. of Ohio
31. U-Haul Storage Worthington-Galena -- U-Haul Co. of Ohio
32. U-Haul Storage Beavercreek -- U-Haul Co. of Ohio
33. U-Haul Storage Longwood -- U-Haul Co. of Florida
34. U-Haul Storage Clarkston 2 -- U-Haul Co. of Georgia
35. U-Haul Storage Granville Station -- U-Haul Co. of Wisconsin, Inc.
36. U-Haul Storage Clarkston -- U-Haul Co. of Georgia
37. U-Haul Storage South Loop -- U-Haul Co. of Texas
38. U-Haul Storage Guthrie Highway -- U-Haul Co. of Tennessee
39. U-Haul Storage Apple Valley -- U-Haul Co. of Massachusetts, Inc.
40. U-Haul Storage Riverdale -- U-Haul Co. of Georgia
41. U-Haul Storage El Camino Avenue -- U-Haul Co. of California
42. U-Haul Storage Ferndale -- U-Haul Co. of Washington
43. U-Haul Storage 103rd Street -- U-Haul Co. of Florida
44. U-Haul Storage Mayport Rd. -- U-Haul Co. of Florida
45. U-Haul Storage Alta Mesa -- U-Haul Co. of Texas
<PAGE>
46. U-Haul Storage Tilton -- U-Haul Co. of New Hampshire, Inc.
47. U-Haul Storage Colmar -- U-Haul Co. of Pennsylvania
48. U-Haul Storage North Royalton -- U-Haul Co. of Ohio
49. U-Haul Storage Butler Street -- U-Haul Co. of Virginia
50. U-Haul Storage Country Club -- U-Haul Co. of Texas
51. U-Haul Storage Route 2 -- U-Haul Co. of Massachusetts, Inc.
52. U-Haul Storage New Port Richey -- U-Haul Co. of Florida
53. U-Haul Storage South Tampa -- U-Haul Co. of Florida
54. U-Haul Storage Spring Hill -- U-Haul Co. of Florida
55. U-Haul Storage Route 9 -- U-Haul Co. of New Jersey, Inc.
56. U-Haul Storage Clementon -- U-Haul Co. of New Jersey, Inc.
57. U-Haul Storage St. Augustine -- U-Haul Co. of Florida
58. U-Haul Storage Holyoke -- U-Haul Co. of Massachusetts, Inc.
59. U-Haul Storage Ayer -- U-Haul Co. of Massachusetts, Inc.
60. U-Haul Storage Gaithersburg -- U-Haul Co. of Maryland, Inc.
61. U-Haul Storage Texas Central Parkway -- U-Haul Co. of Texas
62. U-Haul Storage 47th Ave & Hwy 99 -- U-Haul Co. of California
63. U-Haul Storage Orangethorpe -- U-Haul Co. of California
64. U-Haul Sparkman Drive -- U-Haul Co. of Alabama, Inc.
65. U-Haul Storage Marietta -- U-Haul Co. of Georgia
66. U-Haul Storage Moon Lake -- U-Haul Co. of Florida
67. U-Haul Storage Hudson -- U-Haul Co. of Florida
68. U-Haul Storage Malden -- U-Haul Co. of Massachusetts, Inc.
69. U-Haul Storage Aurora -- U-Haul Co. (Canada) Ltd.
70. U-Haul Storage Hamilton -- U-Haul Co. (Canada) Ltd.
71. U-Haul Storage Waterloo -- U-Haul Co. (Canada) Ltd.
72. U-Haul Storage Fairway Road -- U-Haul Co. (Canada) Ltd.
73. U-Haul Storage Newmarket -- U-Haul Co. (Canada) Ltd.
74. U-Haul Storage Walker Road -- U-Haul Co. (Canada) Ltd.
75. U-Haul Storage Oakville -- U-Haul Co. (Canada) Ltd.
76. U-Haul Storage Vine Street -- U-Haul Co. (Canada) Ltd.
77. U-Haul Storage Towerline Place -- U-Haul Co. (Canada) Ltd.
78. U-Haul Storage Sunrise -- U-Haul Co. of Florida
79. U-Haul Storage Burlington -- U-Haul Co. (Canada) Ltd.
<PAGE>
EXHIBIT C
---------
1. U-Haul Storage Grant Road
2423 N. Palo Verde Ave., Tucson, AZ 85718
2. U-Haul Storage Great Hills
12611 Research Blvd., Austin, TX
3. U-Haul Storage Cedar Ridge
1022 S. Cedar Ridge Rd., Duncanville, TX
4. U-Haul Storage Pflugerville
1617 Three Points Rd, Pflugerville, TX
5. U-Haul Storage State Street
4101 State Street, Santa Barbara, CA
6. U-Haul Storage Spring Valley
8847 Jamacha Road, Spring Valley, CA
7. U-Haul Storage Keller Lake
1195 E. Hwy 36, Maplewood, MN
8. U-Haul Storage Hefner
421 Hefner, Oklahoma City, OK
9. U-Haul Storage Lincoln Park
2500 NE 36th Street, Oklahoma City, OK
10. U-Haul Storage Bethany
2425 MacArthur Blvd., Oklahoma City, OK
11. U-Haul Storage Harry Hines
11031 Harry Hines Blvd., Dallas, TX
12. U-Haul Storage Gibralter
1414 Gibralter Drive, Jackson, MS
13. U-Haul Storage Stratford Square
4N 275 84th Court, Bloomingdale, IL
14. U-Haul Storage Hoffman Estates
2475 Pembroke Ave., Hoffman Estates, IL
15. U-Haul Storage Ocala
<PAGE>
5555 SE US Highway 441, Ocala, FL 34480
16. U-Haul Storage Eustis
15519 US Hwy 441, Eustis, FL 32726
17. U-Haul Storage Orange City
2861 Enterprise Road, Debary, FL 32713
18. U-Haul Storage New Smyrna
500 Turnbull Bay Road, New Smyrna, FL 32168
19. U-Haul Storage Seminole
6249 Seminole Blvd., Seminole, FL
20. U-Haul Storage Park Street
5200 Park Street, St. Petersburg, FL
21. U-Haul Storage Brunswick
Route 24, Brunswick, ME
22. U-Haul Storage Swansea
600 GAR, Swansea, MA
23. U-Haul Storage Hanover
49 Franks Lane, Hanover, MA
24. U-Haul Storage Cheektowaga
565 Ludwig Ave., Cheektowaga, NY
25. U-Haul Storage Kingston
850 Ulster Ave., Kingston, NY
26. U-Haul Storage Heightstown
Route 33 W. Road #1, Heightstown, NJ
27. U-Haul Storage Turnpike
3434 Salem Turnpike, Roanoke, VA
28. U-Haul Storage NAFB
2525 E. Lamount, Las Vegas, NV
29. U-Haul Storage Franklin Park
5394 Monroe Street, Toledo, OH
30. U-Haul Storage Byrne Road
2366 Byrne Road, Toledo, Ohio 43614
<PAGE>
31. U-Haul Storage Worthington-Galena
7510 Worthington-Galena Rd., Columbus, OH
32. U-Haul Storage Beavercreek
1168 Fairfield Rd., Beavercreek, OH
33. U-Haul Storage Longwood
650 N. Country Rd., Longwood, FL
34. U-Haul Storage Clarkston 2
3605 Sams Rd., Clarkston, GA
35. U-Haul Storage Granville Station
8826 N. Granville Rd., Milwaukee, WI
36. U-Haul Storage Clarkston
885 Northern Ave., Clarkston, GA
37. U-Haul Storage South Loop
205 SW H.K. Dodgen Loop, Temple, TX
38. U-Haul Storage Guthrie Highway
2830 Guthrie Hwy, Clarksville, TN
39. U-Haul Storage Apple Valley
800 High Street, Clinton, MA
40. U-Haul Storage Riverdale
5691 Riverdale Rd., College Park, GA
41. U-Haul Storage El Camino Avenue
1850 Glenrosa Ave., Sacramento, CA
42. U-Haul Storage Ferndale
5484 Barrett Rd., Ferndale, WA
43. U-Haul Storage 103rd St
6508 103rd Street, West Jacksonville, FL
44. U-Haul Storage Mayport Rd.
1650 Mayport Road, Atlantic Beach, FL
45. U-Haul Storage Alta Mesa
3450 Alta Mesa Blvd., Fort Worth, Tx
46. U-Haul Storage Tilton
Route 3, Tilton, NH
<PAGE>
47. U-Haul Storage Colmar
272 Bethlehem Pike, Colmar, PA
48. U-Haul Storage North Royalton
9903 Royalton Rd., North Royalton, NJ
49. U-Haul Storage Butler Street
803 Butler Street, Chesapeake, VA
50. U-Haul Storage Country Club
2220 Country Club, Carrollton, TX
51. U-Haul Storage Route 2
438 Harvard Street, Leominster, MA
52. U-Haul Storage New Port Richey
6209 US Hwy 19, New Port Richey, FL
53. U-Haul Storage South Tampa
3826 N. Marcum, Tampa, FL
54. U-Haul Storage Spring Hill
13416 Cortez Blvd., Brookville, FL
55. U-Haul Storage Route 9
2180 Route 9, Toms River, NJ
56. U-Haul Storage Clementon
270 White Horse Pike, Clementon, NJ
57. U-Haul Storage St. Augustine
3524 US Highway 1 South, St. Augustine, FL
58. U-Haul Storage Holyoke
260 Appleton Street, Holyoke, MA
59. U-Haul Storage Ayer
79 Fitchburg Rd., STE 2, Ayer, MA
60. U-Haul Storage Gaithersburg
7913 Beechcraft Ave., Gaithersburg, MD
61. U-Haul Storage Texas Central Parkway
200 Texas Central Parkway, Waco, TX
62. U-Haul Storage 47th Ave & Hwy 99
6414 44th Street, Sacramento, CA
<PAGE>
63. U-Haul Storage Orangethorpe
2280 Orangethorpe Avenue, Fullerton, CA
64. U-Haul Sparkman Drive
1903 Sparkman Drive, Huntsville, AL
65. U-Haul Storage Marietta
144 Dobbs Street, Marietta, GA
66. U-Haul Storage Moon Lake
10601 State Road 52, Hudson, FL
67. U-Haul Storage Hudson
14906 US 19, Hudson, FL
68. U-Haul Storage Malden
124-126 Easter Ave., Malden, MA
69. U-Haul Storage Aurora
51 Industrial Pkwy N, Aurora, Ontario, Canada
70. U-Haul Storage Hamilton
1060-1088 Rymal Road East, Ontario, Canada
71. U-Haul Storage Waterloo
585 Colby drive, Waterloo, Ontario, Canada
72. U-Haul Storage Fairway Road
555 Fairway Rd. South, Kitcherner, Ontario, Canada
73. U-Haul Storage Newmarket
225 Harry Walker Parkway, Newmarket, Ontario, Canada
74. U-Haul Storage Walker Road
5025 Walker Rd., Windsor, Ontario, Canada
75. U-Haul Storage Oakville
478 Woody Rd., Oakville, Ontario, Canada
76. U-Haul Storage Vine Street
72 Vine Street, St. Catherines, Ontario, Canada
77. U-Haul Storage Towerline Place
95 Towerline Place, London, Ontario, Canada
78. U-Haul Storage Sunrise
4747 Nob Hill Road, Sunrise, FL
<PAGE>
79. U-Haul Storage Burlington
3476 Mainway Avenue, Burlington, Ontario, Canada
<PAGE>
PROPERTY MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (the "Agreement") is entered into as of
October 1, 1995 by and between Four 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 herein (hereinafter "U-Haul").
RECITALS
--------
A. Owner owns or will own self-storage real property located at
certain addresses (hereinafter collectively the "Property").
B. Owner intends that the Property be rented on a space-by-space
retail basis to corporations, partnerships, individuals or other
entities for use as storage facilities.
C. Owner desires that U-Haul manage the Property and U-Haul
desires to act as manager, 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, Owner and U-Haul hereby agree as follows:
AGREEMENT
---------
1. Employment
(a) Owner hereby retains U-Haul, and U-Haul agrees to act 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 manage the Property and supervise and direct the
business and affairs associated or related to the daily operation
thereof, and to that end on behalf of Owner execute such documents or
instruments as, in the sole judgment of U-Haul, may be deemed
reasonably necessary or advisable. Such duties and authority shall
include those set forth as follows, which are not in limitation of the
foregoing.
<PAGE>
(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
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 reasonably 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. Any
employees so hired shall be employees of U-Haul, and shall be carried
on the payroll of U-Haul. 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. The cost of same shall not
exceed the amount customarily paid to such persons performing such
services without first obtaining the prior written consent of the Owner
and the party holding the first position mortgage on the Property
(herein sometimes referred to as the "First Mortgagee").
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 comply in all material
respects with any statute, ordinance, law, rule, regulation or order of
any governmental or regulatory body, having jurisdiction over the
<PAGE>
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 reasonable judgment of U-Haul) in 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 or at each Property or such other location as U-Haul
shall reasonably determine, and shall be available and open to
examination and audit quarterly by Owner, its representatives, any
mortgagee of the Property, or the mortgagee's representative. On or
before thirty (30) days after the close of each quarter, U-Haul shall
cause to be prepared and delivered to Owner and the First Mortgagee, a
monthly statement of receipts, expenses and charges and a disbursement
to Owner representing receipts less disbursements.
(i) [Reserved].
(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. Specifically, U-Haul may in its discretion obtain
employee theft or similar insurance in amounts and with such
deductibles as U-Haul may deem appropriate. 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. All such related insurance expenses shall be deemed
ordinary operating expenses of the Property.
(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 First Mortgagee, 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 First Mortgagee.
(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
<PAGE>
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; (iv) act
in violation of any law; or (v) act in violation of any duty or
responsibility of Owner under any mortgage loan secured by the
Property.
(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 owned or 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 an arms length, 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 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 Receipts" derived from or connected with the
Property. The term "Gross Receipts" 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 Receipts" of such
quarter. The Management Fee shall be paid to each property manager
based on the Gross Receipts of each respective Property for which such
property manager is responsible as set forth in Section 16 hereof.
Each property manager agrees that its monthly Management Fee shall be
subordinate to that month's principal balance and interest payment on
any first lien position mortgage loan on the Property. Gross Receipts
shall not include, (i) sale tax or other similar taxes, (ii)
condemnation awards, (iii) casualty or other insurance proceeds, (iv)
proceeds relating to the sale or refinance of the Property, (v) revenue
relating to the equipment or vehicle rentals except for net commission
payable, (vi) revenue relating to retail sales and auctions, except to
the extent of net amounts retained by Owner and (vii) any revenue which
is derived other than in connection with the use of the Property.
U-Haul shall repay to Owner any Management Fee collected
incorrectly or if paid in connection with Gross Receipts which is later
refundable.
It is understood and agreed that such compensation will not be
reduced by the cost to Owner of those employees and independent
<PAGE>
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
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
The Term of this Agreement shall be twenty five (25) years,
however, Owner may terminate this Agreement with or without cause for
any reason or no reason, by giving not less than sixty (60) days'
written notice to U-Haul pursuant to Section 11 hereof. If Owner fails
to pay U-Haul any amounts (which amounts are not in dispute) owed under
this Agreement when due for more than sixty (60) days following written
notice to Owner and the First Mortgagee, U-Haul may terminate this
Agreement by giving Owner and First Mortgagee not less than thirty days
written notice pursuant to Section 11 hereof (unless such default is
cured within said thirty (30) days). In any event, U-Haul shall not
resign as property manager until a nationally recognized and reputable
successor property manager is available and prepared to assume property
management responsibilities. 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
U-Haul hereby agrees to indemnify and hold each of Owner, all
persons and companies affiliated with Owner, and all officers,
shareholders, directors, employees and agents of Owner 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 a
breach by U-Haul in the performance of this Agreement and/or in
connection with the management of the Property (including the loss of
use thereof following any damage, injury or destruction), arising from
its willful misconduct or gross negligence.
<PAGE>
8. Assignment
This Agreement shall be assignable by the Owner in connection with
any mortgage loan on the Property. 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
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.
<PAGE>
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. Each property manager agrees that it
will perform its obligations hereunder according to reasonable industry
standards, in good faith, and in a commercially reasonable manner. U-
Haul agrees that, in discharging its duties hereunder, it will not have
any relationship with any of its affiliates that would be less
favorable to Owner than would reasonably be available in a transaction
with an unaffiliated party.
17. Termination/First Mortgagee.
Prior to any termination of this Agreement by the Property
Manager, by reason of a default by Owner, the Property Manager shall
provide to said First Mortgagee notice and at least i) sixty (60) days
additional time than that provided for the Owner to cure said default,
and ii) such reasonable additional time as said First Mortgagee shall
require if in order to cure First Mortgagee must first foreclose,
and/or terminate to obtain possession of the Property. Nothing herein
shall create any obligation whatsoever on said First Mortgage to cure
any such default by Owner. This Agreement shall be subject and
subordinate to all mortgages encumbering the Property.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
FOUR SAC SELF-STORAGE CORPORATION
a Nevada corporation
715 S. Country Club Drive
Mesa, Arizona 85210
/S/ MARK V. SHOEN
------------------------
Mark V. Shoen, President
PROPERTY MANAGERS:
Address for all Property Managers for purposes of receiving notice:
[Name of Property Manager]
c/o U-Haul International, Inc.
2721 N. Central Avenue
Phoenix, Arizona 85004
Attention: Donald Wm. Murney or Treasurer
U-Haul Co. of Arizona
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of California
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Connecticut
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of District of Columbia, Inc.
<PAGE>
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Florida
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Georgia
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Louisiana
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Massachusetts, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Maryland, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Michigan
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
<PAGE>
U-Haul Co. of Mississippi
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of North Carolina
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of North Dakota
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of New Jersey, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of New Mexico, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Nevada, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of New York, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
<PAGE>
U-Haul Co. (Canada) Ltd.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of South Carolina, Inc.
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Texas
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Virginia
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
U-Haul Co. of Washington
By: /S/ J.A. LORENTZ
--------------------
Name: JOHN A. LORENTZ
------------------
Title: ASST. SECY
-----------------
<PAGE>
SETTLEMENT, MUTUAL RELEASE OF ALL CLAIMS AND
--------------------------------------------
CONFIDENTIALITY AGREEMENT
-------------------------
THIS SETTLEMENT, MUTUAL RELEASE OF ALL CLAIMS and
CONFIDENTIALITY AGREEMENT (referred to herein as the "Agreement")
made this 15th day of October, 1996, by and between the
undersigned, L.S. SHOEN and AMERCO, A Nevada Corporation.
W I T N E S S E T H:
Without admitting any liability with regard to any of the
claims, defenses, or counterclaims asserted by any party to this
agreement, L.S. SHOEN and AMERCO desire to avoid the further
expense and inconvenience of litigation, and to compromise and
settle permanently all claims that have been or might be asserted
against one another arising out of or in any way related to the
subject matter of the claims and counterclaims asserted in the
matters described below as the "Litigation."
I. MUTUAL RELEASE.
--------------
A. FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, L.S. SHOEN and AMERCO, and each of them, mutually,
for themselves and their respective heirs, executors,
administrators, successors, and assigns, hereby remise, release
and forever discharge each of the other, respectively, and their
heirs, executors, administrators, successors and assigns, and
their respective employees and agents of and from (a) any and
all indebtedness, damages, liabilities, claims, demands, rights,
contracts, controversies, agreements, promises, actions and
causes of action in law or in equity which they have had, may
have or may hereafter have, whether known or unknown, on account
<PAGE>
of any and all matters of any nature whatsoever, concerning the
Complaint and Counterclaim filed in Case No. A277938, District
Court of Clark County, Nevada entitled "L.S. SHOEN, Plaintiff/
Counterdefendant, vs. AMERCO, A Nevada Corporation, Defendant/
Counterclaimant" and (b) any and all indebtedness, damages,
liabilities, claims, demands, rights, contracts, controversies,
agreements, promises, actions, and causes of action arising out
of or in connection with Case No. A277938 in the District Court
of Clark County, Nevada entitled "L.S. SHOEN, Plaintiff/
Counterdefendant, vs. AMERCO, A Nevada Corporation, Defendant/
Counterclaimant" (referred to herein as the "Litigation"); and
B. IT IS HEREBY UNDERSTOOD AND AGREED by and between the
parties that in exchange for AMERCO paying the total sum of
$15,000,000.00 (FIFTEEN MILLION DOLLARS) to L.S. SHOEN on or
before October 15, 1996, the parties agree that the above-
referenced litigation shall be dismissed with prejudice; and the
parties shall each bear their own respective costs and attorney's
fees; and
C. IT IS HEREBY FURTHER UNDERSTOOD AND AGREED that the
parties shall execute this mutual release of all claims and
confidentiality agreement; and
D. IT IS FURTHER UNDERSTOOD AND AGREED that the amount of
$15,000,000.00 (FIFTEEN MILLION DOLLARS) shall be paid by AMERCO,
to L.S. SHOEN on or before October 15, 1996, in a check made
payable to L.S. Shoen and his attorney, Daniel Marks, Esq.
<PAGE>
II. NON-DISCLOSURE
--------------
IT IS FURTHER UNDERSTOOD AND AGREED that the terms and
conditions of this Agreement, and all matters related to the
subject matter of the claims and counterclaims asserted in the
Litigation, shall remain confidential and that such
confidentiality is a material element of this Agreement. The
parties hereto warrant and agree that they, their agents or
attorneys will not intentionally, willfully or recklessly divulge
to any person or entity for any use whatsoever, the facts and
circumstances leading to this Agreement, the specific terms and
conditions of this Agreement, or any of the facts, documents or
other evidence discovered in the Litigation, unless done pursuant
to legal process or pursuant to such disclosure as required and
imposed upon the party by law. Additionally, the parties
expressly agree that they will not intentionally, willfully or
recklessly discuss with any person or entity, for any reason
whatsoever, any of the matters leading up to or occurring during
the Litigation, unless done pursuant to legal process or pursuant
to such disclosure as required and imposed upon the party by
law. The parties specifically acknowledge that the
gratuitous mention of the Litigation by either party in any
legal proceeding would be detrimental and result in damage to the
non-breaching party.
III. REMEDIES.
--------
The remedies at law for the parties for any breach of this
Agreement may not be adequate because of the possible harm
arising out of a breach, and, so therefore, the parties agree
<PAGE>
that a breach of this Agreement by either of them as a breaching
party will cause the other non-breaching party injury and damage. For
that and other reasons, in the event an unauthorized disclosure
is made by a party in contravention of this Agreement, the
parties hereby expressly agree that the breaching party shall be
liable to the non-breaching party for damages in an amount to be
determined by a court of competent jurisdiction.
IV. GENERAL PROVISIONS.
------------------
A. Counterparts. This Agreement may be executed in
------------
counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute but one and the same
instrument.
B. Notices. Except as otherwise required by law, all
-------
notices, consents, approvals, and other communications required
or permitted hereunder must be in writing. They will be deemed
to have been duly given (a) on the date of service if served
personally on the party to whom notice is to be given, (b) sent
by commercial overnight courier with written verification of
receipt, or (c) on the third day after mailing if mailed to the
party to whom notice is to be given by the United States first
class mail, registered or certified, return receipt requested,
postage prepaid, and properly addressed as follows:
TO: L.S. SHOEN
DANIEL MARKS, ESQ.
LAW FIRM OF DANIEL MARKS, ESQ.
302 E. Carson Avenue, #702
Las Vegas, Nevada 89101
<PAGE>
TO: AMERCO
James J. Jimmerson, Esq.
JIMMERSON, DAVIS, SANTORO & HANSEN, P.C.
701 E. Bridger Avenue, Suite 600
Las Vegas, Nevada 89101
and TO: AMERCO
Attn: General Counsel
2721 N. Central Avenue, #1100
Phoenix, Arizona 85004
C. Entire Agreement and Attorneys' Fees. This
----------------------------------------
Agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes
all prior and contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in
writing by the parties. No waiver of the provisions of this
Agreement shall be deemed, or shall constitute a waiver of any
other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. In
the event of a dispute arising from this Agreement, the
prevailing party shall be entitled to an award of attorneys' fees
and costs.
D. Modifications and Amendments. This Agreement may not be
----------------------------
modified, changed or supplemented, nor may any obligations
hereunder be waived, except by written instrument signed by each
party or by his/its agent duly authorized in writing or as
otherwise expressly permitted herein.
<PAGE>
E. Waiver and Extensions. No waiver of any breach of any
---------------------
agreement or provision herein contained shall be deemed a waiver
of any preceding or succeeding breach thereto or of any other
agreement or provision herein contained. No extension of time
for performance of any obligation or act shall be deemed an
extension of the time for performance of any other obligations or
act. No failure or delay of any party in the exercise of any
right given to such party hereunder shall constitute a waiver
thereof unless the time specified herein for exercise of such
right has expired, nor shall any single or partial exercise of
any right preclude other or further exercise thereof or of any
other right.
F. Titles and Headings. The paragraph headings
---------------------
appearing in this Agreement have been inserted for the purpose of
convenience and ready reference. They do not purport to, and
shall not be deemed to, define, limit, or extend the scope or
intent of the paragraphs to which they relate.
G. Independent Advice. Each party acknowledges that in
------------------
entering into and executing this Agreement the party had the
opportunity to consult with independent counsel and obtain legal
advice from an attorney-at-law of the party's own choice, and
he/it is not relying upon any representations of any other party
hereto unless expressly set forth herein in writing.
H. Construction. Each party to this Agreement has
------------
reviewed this Agreement, and the normal rule of construction to
the effect that any ambiguities are to be resolved against the
drafting party will not be employed in any interpretation of this
Agreement.
<PAGE>
I. Binding Effect. This Agreement shall be construed and
--------------
enforced under Nevada law. The parties represent that the
undersigned have the right, power, legal capacity and authority
to enter into and perform their obligations under the Agreement
and no approvals or consents of any other persons or entities,
other than the individuals signing, are necessary in connection
with the execution of this Agreement, and when so signed, this
Agreement will be a binding obligation on the parties hereto. The
parties agree that this Agreement shall inure to the benefit of,
and be binding upon, the parties, their heirs, executors,
administrators, estates, servants, agents, employees,
affiliates, personal representatives, successors, and assigns of
the undersigned.
J. Warranty. It is further understood and agreed that the
--------
parties warrant, represent, covenant and agree that the parties
have not sold, assigned, granted or transferred to any other
person, firm, corporation, or entity, any claim, counterclaim,
demand, or cause of action occurring, arising or existing prior
to the date of this Agreement. The parties further represent
that no other persons, firms, corporations, or entities have any
right or ownership in or to any claim, counterclaim, demand or
cause of action occurring, arising or existing prior to the date
of this Agreement.
K. Miscellaneous. Whenever used herein, unless the
-------------
context otherwise requires:
1. The singular shall include the plural and the
plural the singular.
<PAGE>
2. Words used in any gender, including words of
relationship, shall read as including the corresponding words of
the opposite or neuter gender.
IN WITNESS WHEREOF, the parties hereto have duly
executed this
Settlement, Mutual Release of All Claims and Confidentiality
Agreement on this 22nd day of October, 1996.
---- -------
- --------------------------- -----------------------------------
L.S. SHOEN John A. Lorentz , on behalf of
AMERCO, A Nevada Corporation
/s/ L. S. Shoen /s/ John A. Lorentz
- --------------------------- -----------------------------------
Signature Signature
10/17/96 10/22/96
- --------------------------- -----------------------------------
Date Date
<PAGE>
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
On this 17th day of October, 1996, personally appeared
---- ------
before me, a Notary Public in and for the County of Clark, State
of Nevada, L. S. Shoen, known to me to be the person described in
-----------
and who executed the SETTLEMENT, MUTUAL RELEASE OF ALL CLAIMS AND
CONFIDENTIALITY AGREEMENT, who acknowledged to me that he/she
executed the same freely and voluntarily and for the uses and
purposes therein mentioned.
WITNESS my hand and official seal.
/s/ Jennifer Case Rino
----------------------------
NOTARY PUBLIC
JENNIFER CASE RINO
Notary Public-State of Nevada
Clark County
My Appt. Expires Jan. 4, 1999
<PAGE>
STATE OF NEVADA )
) ss
COUNTY OF CLARK )
On this 22nd day of October, 1996, personally appeared
---- -------
before me, a Notary Public in and for the County of Maricopa,
State of Arizona John A. Lorentz, known to me to be the person
---------------
described in and who executed the SETTLEMENT, MUTUAL RELEASE OF
ALL CLAIMS AND CONFIDENTIALITY AGREEMENT, who acknowledged to me
that he/she executed the same freely and voluntarily and for the
uses and purposes therein mentioned.
WITNESS my hand and official seal.
/s/ Nancy K. Ventre
--------------------------
NOTARY PUBLIC
My Commission Expires: 8/19/99
LAW OFFICES OF DANIEL MARKS, ESQ.
By: /s/ Daniel Marks
----------------------------
DANIEL MARKS, ESQ.
Nevada State Bar #002003
302 E. Carson Avenue, #702
Las Vegas, Nevada 89101
Attorneys for L.S. SHOEN
JIMMERSON, DAVIS, SANTORO & HANSEN, P.C.
By: /s/James J. Jimmerson
-----------------------------
JAMES J. JIMMERSON, ESQ.
701 E. Bridger Avenue, Suite 600
Las Vegas, Nevada 89101
Attorneys for AMERCO,
A Nevada Corporation
<PAGE>
AMERCO and Consolidated Subsidiaries
Exhibit 12. Statement Re: Computation of Ratios
Year end
-------------------------------------
1997 1996 1995 1994 1993
-------------------------------------
Pretax earnings from operations 83.5 96.2 93.5 66.5 49.2
Plus: Interest expense 73.5 67.6 67.8 68.9 68.0
Preferred stock dividends 16.9 13.0 13.0 4.8 -
Amortization of debt expense
and discounts 2.6 .7 .8 1.1 1.6
A portion of rental expense
(1/3) 28.6 23.0 22.2 28.1 39.7
-------------------------------------
Subtotal (A) 205.1 200.5 197.3 169.4 158.5
-------------------------------------
Divided by:
Fixed charges:
Interest expense 73.5 67.6 67.8 68.9 68.0
Preferred stock dividends 16.9 13.0 13.0 4.8 -
A portion of rental expense (1/3) 28.6 23.0 22.2 28.1 39.7
Interest capitalized during the
period 3.4 1.8 1.7 .6 .2
Amortization of debt expense
and discounts 2.6 .7 .8 1.1 1.6
-------------------------------------
Subtotal (B) 125.0 106.1 105.5 103.5 109.5
-------------------------------------
Ratio of earnings to fixed
charges (A)/(B) 1.64 1.89 1.87 1.64 1.45
=====================================
The Company believes that one-third of the Company's annual
rental expense is a reasonable approximation of the interest factor of
such rentals.
<PAGE>
Exhibit 21.
AMERCO AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
FISCAL YEAR ENDING MARCH 31, 1997
STATE OF
LEGAL NAME INCORPORATION
- --------------------------------------------------- -------------
AMERCO (Nevada) NV
Is the Parent Company of:
Amerco Real Estate Company NV
Parent Company of:
Amerco Real Estate Co of Texas, Inc. TX
Amerco Real Estate Company of Alabama AL
Nationwide Commercial Company AZ
Parent Company of:
Yonkers Property Corporation NY
Gibraltar Storage Corporation AL
One PAC Company NV
Two PAC Company NV
Three PAC Company NV
Four PAC Company NV
Five PAC Company NV
Six PAC Company NV
Seven PAC Company NV
Eight PAC Company NV
Nine PAC Company NV
Ten PAC Company NV
Eleven PAC Company NV
Twelve PAC Company NV
Japal, Inc. NV
M.V.S., Inc. NV
Pafran, Inc. NV
Sophmar, Inc. NV
EJOS, Inc. AZ
Oxford Life Insurance Company AZ
Republic Western Insurance Company AZ
Parent Company of:
Republic Claims Service Company AZ
Republic Western Syndicate, Inc. NY
RWIC Investment, Inc. AZ
<PAGE>
Exhibit 21, continued.
AMERCO AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
FISCAL YEAR ENDING MARCH 31, 1996
STATE OF
LEGAL NAME INCORPORATION
- --------------------------------------------------- -------------
AMERCO (Nevada), continued NV
Is the Parent Company of:
U-Haul International, Inc. NV
Parent Company of:
U-Haul Business Consultants, Inc. AZ
U-Haul Leasing & Sales Company NV
U-Haul Self Storage NV
A & M Associates, Inc. AZ
U-Haul Company of Washington WA
U-Haul Company of Inland Northwest WA
U-Haul Company of Oregon OR
U-Haul Company of Hawaii, Inc. HI
U-Haul Company of California CA
U-Haul Company of Idaho, Inc. ID
U-Haul Company of Utah, Inc. UT
U-Haul Company of Colorado CO
U-Haul Company of Arizona AZ
U-Haul Company of New Mexico, Inc. NM
U-Haul Co. of North Dakota ND
U-Haul Co. of Vermont, Inc. VT
U-Haul Co. of South Dakota, Inc. SD
U-Haul Company of Minnesota MN
U-Haul Company of Nebraska NE
U-Haul Co. of Maine, Inc. ME
U-Haul Company of Kansas, Inc. KS
U-Haul Co. of Missouri MO
U-Haul Company of Oklahoma, Inc. OK
U-Haul Co. of Illinois, Inc. IL
U-Haul Company of Texas TX
U-Haul Company of Arkansas AR
U-Haul Co. of Louisiana LA
U-Haul Company of Mississippi MS
U-Haul Company of Wisconsin, Inc. WI
U-Haul Co. of Michigan MI
U-Haul Co. of Indiana, Inc IN
U-Haul Co. of Ohio OH
U-Haul Co. of Tennessee TN
U-Haul Co. of Kentucky KY
U-Haul Co. of Alabama AL
U-Haul Co. of Georgia GA
U-Haul Company of North Carolina NC
U-Haul Company of South Carolina, Inc. SC
U-Haul Co. of Florida FL
U-Haul Co. of New Hampshire NH
U-Haul Co. of Wyoming Inc. WY
U-Haul Co. of Iowa, Inc. IA
U-Haul Company of Connecticut CT
U-Haul Co. of District of Columbia, Inc. DC
U-Haul Company of Rhode Island RI
U-Haul Co of New York, Inc. NY
U-Haul Co. of Pennsylvania PA
U-Haul Co. of New Jersey, Inc. NJ
U-Haul Co. of Maryland, Inc. MD
U-Haul Company of West Virginia WV
U-Haul Co. of Virginia VA
U-Haul Company of Alaska AK
U-Haul Co. of Massachusetts, Inc. MA
<PAGE>
Exhibit 21, continued.
AMERCO AND CONSOLIDATED SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
FISCAL YEAR ENDING MARCH 31, 1996
STATE OF
LEGAL NAME INCORPORATION
- --------------------------------------------------- -------------
AMERCO (Nevada), continued NV
Is the Parent Company of:
U-Haul International, Inc., continued NV
Parent Company of:
U-Haul Co. of Nevada, Inc. NV
U-Haul Company of Montana, Inc. MT
U-Haul Co. (Canada), Ltd. CANADA
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statements
on Form S-3 (Nos. 333-10119, 333-01195 and 33-57917) and
Form S-2 (No. 33-56571) of AMERCO of our report dated June
23, 1997 appearing on page 30 of this Form 10-K.
PRICE WATERHOUSE LLP
Phoenix, Arizona
June 23, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-K MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 41,752
<SECURITIES> 0
<RECEIVABLES> 238,523<F1>
<ALLOWANCES> 0
<INVENTORY> 65,794
<CURRENT-ASSETS> 0<F2>
<PP&E> 2,341,991
<DEPRECIATION> 1,094,925
<TOTAL-ASSETS> 2,718,994
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 983,550
0
0
<COMMON> 10,563
<OTHER-SE> 591,757
<TOTAL-LIABILITY-AND-EQUITY> 2,718,994
<SALES> 179,382
<TOTAL-REVENUES> 1,425,103
<CGS> 106,975
<TOTAL-COSTS> 1,157,612
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,465
<INTEREST-EXPENSE> 73,523
<INCOME-PRETAX> 83,528
<INCOME-TAX> 29,344
<INCOME-CONTINUING> 54,184
<DISCONTINUED> 0
<EXTRAORDINARY> ( 2,319 )
<CHANGES> 0
<NET-INCOME> 51,865
<EPS-PRIMARY> 1.35
<EPS-DILUTED> 1.35
<FN>
<F1>THE VALUE FOR RECEIVABLES REPRESENTS THEIR AMOUNT NET OF THEIR ALLOWANCES.
<F2>AN UNCLASSIFIED BALANCE SHEET EXISTS IN THE REGISTRANT'S FINANCIAL STATEMENTS.
</FN>
</TABLE>
